8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 10, 2021

BSQUARE CORPORATION

(Exact name of Registrant as specified in its charter)

Washington	000-27687	91-1650880
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1415 Western Avenue, Suite 700

Seattle, WA 98101

425-519-5900

(Address and Telephone Number of Registrant’s Principal Executive Offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	BSQR	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 10, 2021, BSQUARE Corporation (the “Company”) announced its financial results for the quarter ended September 30, 2021. A copy of the Company’s press release announcing these financial results and certain other information is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits.

Exhibit	Description
99.1	Press release dated November 10, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BSQUARE CORPORATION
Date: November 10, 2021	By:	/s/ Christopher Wheaton
		Christopher Wheaton
		Chief Financial and Operating Officer, Secretary and Treasurer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Bsquare Announces Third Quarter 2021 Financial Results

Operating results improve quarter over quarter; Company raises $32 million

Seattle, WA – November 10, 2021 – Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the third quarter of 2021. Revenue was $10.6 million and loss from operations was $0.9 million, an improvement from the second quarter operating loss of $1.3 million. Cash increased $32.1 million from June 30, 2021. EBITDAS, a non-GAAP measure, improved $0.4 million compared to the second quarter of 2021. ​

“The quarter was in-line with our expectations. An increase in Edge to Cloud segment revenue combined with continued expense management drove quarter over quarter improvement in our operating results. R&D expense reflected ongoing investment in new products that we look forward to bringing to market soon. On our earnings call, we'll share some additional color about the thinking and strategies driving our product initiatives,” said Ralph C. Derrickson, President and CEO of Bsquare.

In July, the Company raised $31.6 million through the sale of its common stock. Year-to-date, the Company has sold a total of 6.9 million shares of its common stock for net cash proceeds of $31.9 million. As described in previous SEC filings, the Company intends to use the proceeds to invest in growing its business. 

Third Quarter 2021 Results Compared to Second Quarter 2021

• Revenue for Q3 2021 was $10.6 million, flat to Q2 2021. Edge to Cloud revenue increased $0.3 million or 42% while Partner Solutions revenue decreased $0.3 million or 3%. 

• Partner Solutions gross margin rate was 11.9%, a decrease from Q2 2021 due to lower rebates provided by Microsoft. Edge to Cloud gross margin rate increased from Q2 2021 due to one-time revenue with relatively high margins.

• Total operating expenses were $0.3 million lower than second quarter 2021 driven by reduced personnel costs and professional fees within selling, general and administrative expenses, partially offset by a slight increase in research and development expense related to new product development.

• Net loss for the current quarter was $(0.9) million, or $(0.05) per diluted share, compared to net income of $0.3 million, or $0.02 per diluted share, in Q2 2021. Second quarter net income included a non-operating gain of $1.6 million related to the forgiveness of the Company’s Paycheck Protection Program loan.

• EBITDAS was a loss of approximately $(0.6) million, a $0.4 million improvement compared to second quarter EBITDAS loss of $(1.0) million.

• Cash, cash equivalents and restricted cash increased $32.1 million from $9.2 million on June 30, 2021 to $41.4 million on September 30, 2021. $31.6 million of the increase was driven by the sale of 6.8 million shares of the Company’s common stock and the remaining increase was driven by operations, primarily customer cash collections.

1415 Western Avenue, Suite 700, Seattle, Washington 98101 Toll Free: 888.820.4500 Main: +1 425.519.5900 Fax: +1 425.519.5999 

Details as follows (unaudited, in thousands except percentages and per share amounts):

	Three Months Ended
	September 30, 2021			June 30, 2021			Quarter-over-Quarter Change			September 30, 2020			Year-over-Year Change
Revenue:
Partner Solutions	$	9,638		$	9,960		$	(322	)	$	9,145		$	493
Edge to Cloud		1,008			711			297			1,275			(267	)
Total revenue		10,646			10,671			(25	)		10,420			226
Total gross profit	$	1,328		$	1,192		$	136		$	1,890		$	(562	)
Gross margin (1):
Partner Solutions		12	%		14	%		(2.0	)		19	%		(7.0	)
Edge to Cloud		18	%		(27	)%		45.0			12	%		6.0
Total gross margin		12	%		11	%		1.0			18	%		(6.0	)
Total operating expenses		2,194			2,513			(319	)		2,028			166
Net (loss) income		(895	)		293			(1,188	)		(136	)		(759	)
Per basic share		(0.05	)		0.02			(0.07	)		(0.01	)		(0.04	)
Per diluted share		(0.05	)		0.02			(0.07	)		(0.01	)		(0.04	)
EBITDAS (2)		(582	)		(988	)		407			277			(859	)
Cash, cash equivalents and restricted cash	$	41,367		$	9,229		$	32,138		$	12,572		$	28,795

Notes:

⁽¹⁾ Quarter-over-quarter change and year-over-year change represent percentage point change.

⁽²⁾ EBITDAS is a non-GAAP financial measure (reconciliation to most comparable GAAP financial measure provided after financial statement tables).

Third Quarter 2021 Results Compared to Third Quarter 2020

• Partner Solutions revenue increased $0.5 million or 5% for the comparative period. The third quarter of 2020 was negatively impacted by the onset of the COVID-19 pandemic while the third quarter of 2021 reflects some modest recovery.

• Edge to Cloud revenue decreased compared to the third quarter of 2020, driven by continued purchasing delays from one of our large customers.

• Total operating expenses increased $0.2 million compared to the third quarter of 2020 driven primarily by research and development costs related to new product development.

• Net loss for Q3 2021 was $(0.9) million, or $(0.05) per diluted share, compared to a net loss of $(0.1) million, or $(0.01) per diluted share, in Q3 2020.

Conference Call

Management will host a conference call today, November 10, 2021 at 5 p.m. Eastern Time (2 p.m. Pacific Time). To access the call dial 1-800-437-2398 or 1-856-344-9206 for international callers, and reference "Bsquare Corporation Third Quarter 2021 Earnings Conference Call."

A replay will be available for two weeks following the call by dialing 1-844-512-2921, or 1-412-317-6671 for international callers; reference pin number 2526037. A live and replay webcast of the call will be available at www.bsquare.com in the investor relations section.

1415 Western Avenue, Suite 700, Seattle, Washington 98101 Toll Free: 888.820.4500 Main: +1 425.519.5900 Fax: +1 425.519.5999 

About Bsquare Corporation

Bsquare builds technology that is powering the next generation of intelligent devices and the systems in which they operate. We believe the promise of IoT will be realized through the development of intelligent devices and intelligent systems that are cloud-enabled, contribute data, facilitate distributed control and decision making, and operate securely at scale. Bsquare's suite of services and software components allow our customers to create new revenue streams and operating models while providing new opportunities for lowering costs and improving operations. We serve a global customer base from offices in Seattle, Washington, and the United Kingdom. For more information, visit www.bsquare.com.

Cautionary Note Regarding Forward-Looking Statements

This release contains "forward-looking statements" within the meaning of the safe-harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "expect," "continue," "believe," "plan," "strategy," "future," "may," "should," "will," and similar references to future periods. Examples of forward-looking statements include, among others, express or implied statements we make regarding the stability of our business, expected improvements to our IoT and software offerings, expected operating results in future periods, such as anticipated revenue, gross margins, profitability, cash and investments, and regarding strategies for customer retention, growth, new product and service developments, and market position. Forward-looking statements are neither historical facts nor assurances about future performance. Instead, they are based on current beliefs, expectations and assumptions about the future of our business and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others: our ability to execute our development initiatives and sales and marketing strategies; the extent to which we are successful in gaining new long-term customers and retaining existing ones; whether we are able to maintain our favorable relationship with Microsoft as a systems integrator and distributor; our success in leveraging strategic partnering initiatives with companies such as Microsoft, AWS and Intel; the ongoing impact of COVID-19 on our business and on our customers and vendors; and such other risk factors as discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Any forward-looking statement made by us in this release is based only on information currently available to us and speaks only as of the date on which it is made. Except as required by law, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. 

BSQUARE Contact:	Investor Contact:
Christopher Wheaton	Steven Gottlieb
Bsquare Corporation, Chief Financial and Operating Officer	Bsquare Corporation, VP Corporate Affairs
+1 425.519.5900	+ 1 425.519.5900
investorrelations@bsquare.com	Steveng@bsquare.com

Bsquare and the Bsquare Logo are trademarks of Bsquare Corporation in the U.S. and other countries. Other names and brands herein may be trademarks of others.

1415 Western Avenue, Suite 700, Seattle, Washington 98101 Toll Free: 888.820.4500 Main: +1 425.519.5900 Fax: +1 425.519.5999 

BSQUARE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

	September 30, 2021			December 31, 2020
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	41,030		$	12,623
Restricted cash		337			337
Accounts receivable, net of allowance for doubtful accounts of $50 and $50 at September 30, 2021 and December 31, 2020, respectively		5,992			6,177
Contract assets		33			456
Prepaid expenses and other current assets		562			409
Total current assets		47,954			20,002
Property and equipment, net of accumulated depreciation		705			322
Deferred tax assets		—			7
Intangible assets, net of accumulated amortization		—			71
Right-of-use lease asset, net		1,660			1,853
Other non-current assets		24			27
Total assets	$	50,343		$	22,282
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Third-party software fees payable	$	6,407		$	6,458
Accounts payable		400			489
Paycheck Protection Program loan		—			950
Accrued compensation		424			717
Other accrued expenses		147			216
Deferred revenue (1)		1,098			2,088
Operating lease		354			344
Total current liabilities		8,830			11,262
Deferred revenue, long-term		247			28
Operating lease, long-term		1,430			1,630
Paycheck Protection Program loan, long-term		—			634
Shareholders' equity:		—			—
Preferred stock, no par: 10,000,000 shares authorized; no shares issued and outstanding		172,318			139,726
Common stock, no par: 37,500,000 shares authorized: 20,357,099 and 13,235,038 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		(1,014	)		(992	)
Accumulated other comprehensive loss		(131,468	)		(130,006	)
Accumulated deficit (1)		39,836			8,728
Total shareholders' equity	$	50,343		$	22,282

(1) In connection with the preparation of our financial statements, we identified an immaterial error related to the recognition of $77,000 in revenue in our Edge to Cloud segment in the third quarter of 2019 that had a rollforward effect on consolidated equity and deferred revenue in all quarterly and annual periods through the first quarter of fiscal year 2021. Reported amounts revise Edge to Cloud revenue, deferred revenue and accumulated deficit (and line items including such amounts) in prior period financial statements to correct this error. 

1415 Western Avenue, Suite 700, Seattle, Washington 98101 Toll Free: 888.820.4500 Main: +1 425.519.5900 Fax: +1 425.519.5999 

BSQUARE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Revenue:
Partner Solutions	$	9,638		$	9,145		$	28,393		$	33,160
Edge to Cloud (1)		1,008			1,275			2,896			2,913
Total revenue		10,646			10,420			31,289			36,073
Cost of revenue:
Partner Solutions		8,491			7,402			24,528			27,502
Edge to Cloud		827			1,128			2,648			3,050
Total cost of revenue		9,318			8,530			27,176			30,552
Gross profit		1,328			1,890			4,113			5,521
Operating expenses:
Selling, general and administrative		1,786			1,987			6,209			6,951
Research and development		408			41			941			222
Total operating expenses		2,194			2,028			7,150			7,173
Loss from operations		(866	)		(138	)		(3,037	)		(1,652	)
Other (loss) income, net		(29	)		2			1,575			(31	)
Loss before income taxes		(895	)		(136	)		(1,462	)		(1,683	)
Income taxes		—			—			—			—
Net loss	$	(895	)	$	(136	)	$	(1,462	)	$	(1,683	)
Basic loss per share	$	(0.05	)	$	(0.01	)	$	(0.09	)	$	(0.13	)
Diluted loss per share	$	(0.05	)	$	(0.01	)	$	(0.09	)	$	(0.13	)
Shares used in per share calculations:
Basic		19,603			13,165			15,419			13,205
Diluted		19,603			13,165			15,419			13,205

(1) Reported amounts give effect to the revision of prior period financial statements to correct the immaterial error described in footnote (1) to our condensed consolidated balance sheet, above.

1415 Western Avenue, Suite 700, Seattle, Washington 98101 Toll Free: 888.820.4500 Main: +1 425.519.5900 Fax: +1 425.519.5999 

BSQUARE CORPORATION

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO MOST DIRECTLY COMPARABLE GAAP FINANCIAL MEASURES

(In thousands, unaudited)

EBITDAS
	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Loss from operations, as reported (1)	$	(866	)	$	(138	)	$	(3,037	)	$	(1,652	)
Depreciation and amortization		66			134			312			494
Stock-based compensation		218			281			596			601
EBITDAS (2)	$	(582	)	$	277		$	(2,129	)	$	(557	)

(1)

Reported amounts give effect to the revision of prior period financial statements to correct the immaterial error described in footnote (1) to our condensed consolidated balance sheet, above.

(2)

EBITDAS is a non-GAAP financial measure that Bsquare defines as income (loss) from operations before depreciation expense on fixed assets and amortization expense (including impairment) on intangible assets and stock-based compensation expense. Through 2020, Bsquare also excluded restructuring costs applicable to 2019, which are no longer applicable in 2021. EBITDAS should not be construed as a substitute for net income (loss) or net cash provided (used) by operating activities (all as determined in accordance with GAAP) for the purpose of analyzing our operating performance, financial position and cash flows. EBITDAS has limitations, including that it does not reflect our entire cost structure to operate our business (such as the cost of replacing assets being depreciated or amortized, capital expenditures, and stock-based compensation expenses which we expect to continue being meaningful, and income tax expense (benefit)) and may not be comparable to similarly titled measures used by other companies. However, Bsquare regards EBITDAS as a complement to net income and other GAAP financial performance measures. Bsquare uses EBITDAS to evaluate Bsquare’s financial performance and the effectiveness of its business strategies on a consistent basis across reporting periods, and Bsquare believes the measure is often used by analysts, investors, and other interested parties to evaluate comparable companies.

1415 Western Avenue, Suite 700, Seattle, Washington 98101 Toll Free: 888.820.4500 Main: +1 425.519.5900 Fax: +1 425.519.5999 

XML

Document And Entity Information	Nov. 10, 2021
Document Information [Line Items]
Entity, Registrant Name	BSQUARE CORP /WA
Document, Type	8-K
Document, Period End Date	Nov. 10, 2021
Entity, Incorporation, State or Country Code	WA
Entity, File Number	000-27687
Entity, Tax Identification Number	91-1650880
Entity, Address, Address Line One	1415 Western Avenue, Suite 700
Entity, Address, City or Town	Seattle
Entity, Address, State or Province	WA
Entity, Address, Postal Zip Code	98101
City Area Code	425
Local Phone Number	519-5900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	BSQR
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001054721