10-Q 1 v451896_10q.htm 10-Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10 - Q

 

(Mark One)

 

xQuarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended September 30, 2016

 

or

 

¨Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from to

 

Commission file number 000-07441

 

SIERRA MONITOR CORPORATION 

(Exact name of registrant as specified in its charter)

 

California 95-2481914
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

 

1991 Tarob Court

Milpitas, California 95035

(Address and zip code of principal executive offices)

 

(408) 262-6611

(Registrant's telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer    ¨ Accelerated filer ¨
       
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company    x

  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

 

The number of shares outstanding of the issuer's common stock, as of November 10, 2016, was 10,145,862.

 

  Page 1 of 19

 

 

PART I: FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

SIERRA MONITOR CORPORATION

Condensed Balance Sheets

 

Assets  September 30, 2016
(unaudited)
   December 31, 2015 
Current assets:          
Cash  $4,573,975   $4,883,373 
Trade receivables, less allowance for doubtful accounts          
of approximately $79,000 at September 30, 2016 and December 31, 2015,  respectively   2,873,300    2,582,664 
Inventories, net   2,528,331    2,842,449 
Prepaid expenses   400,557    215,406 
Income tax deposits   68,504    11,887 
Deferred income taxes   308,486    308,486 
Total current assets   10,753,153    10,844,265 
           
Property and equipment, net   152,347    226,888 
Other assets   227,563    365,960 
Total assets  $11,133,063   $11,437,113 
           
 Liabilities and Shareholders' Equity          
Current liabilities:          
Accounts payable  $755,956   $978,838 
Accrued compensation   628,826    654,609 
Other current liabilities   158,780    148,361 
Total current liabilities   1,543,562    1,781,808 
           
Deferred tax liability   164,341    164,341 
Total liabilities   1,707,903    1,946,149 
Commitments and contingencies          
Shareholders' equity:          
Common stock, $0.001 par value; 20,000,000 shares authorized; 10,145,862 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively   10,146    10,146 
Additional paid-in capital   4,059,197    3,772,435 
Retained earnings   5,355,817    5,708,383 
Total shareholders' equity   9,425,160    9,490,964 
Total liabilities and shareholders’ equity  $11,133,063   $11,437,113 
           

 See accompanying notes to the unaudited interim condensed financial statements.

 

  Page 2 of 19

 

 

SIERRA MONITOR CORPORATION

Condensed Statements of Operations

 

(Unaudited)

 

   Three months ended
September 30,
   Nine months ended
September 30,
 
   2016   2015   2016   2015 
Net sales  $5,063,617   $5,398,080   $14,423,206   $15,342,866 
Cost of goods sold   2,183,511    2,165,225    6,118,709    6,180,436 
Gross profit   2,880,106    3,232,855    8,304,497    9,162,430 
Operating expenses                    
Research and development   736,136    605,803    2,116,498    1,746,849 
Selling and marketing   1,240,436    1,303,203    3,713,449    3,796,827 
General and administrative   766,872    826,830    2,364,109    2,358,291 
    2,743,444    2,735,836    8,194,056    7,901,967 
Income from operations   136,662    497,019    110,441    1,260,463 
Interest income   285    43    488    106 
Income before income taxes   136,947    497,062    110,929    1,260,569 
Income tax provision   91,424    232,971    159,118    613,932 
Net income (loss)  $45,523   $264,091   $(48,189)  $646,637 
Net income (loss) available to common shareholders per common share                    
Basic:  $0.00   $0.03   $(0.00)  $0.06 
Diluted:  $0.00   $0.03   $(0.00)  $0.06 
Weighted average number of common shares used in per share computations                    
Basic:   10,145,862    10,128,311    10,145,862    10,128,311 
Diluted:   10,147,576    10,214,894    10,145,862    10,211,764 

  

See accompanying notes to the unaudited interim condensed financial statements.

  Page 3 of 19

 

 

SIERRA MONITOR CORPORATION

Condensed Statements of Cash Flows

 

(Unaudited)

 

   Nine months ended September 30, 
   2016   2015 
Cash flows from operating activities:          
Net (loss) income   $(48,189)  $646,637 
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation and amortization   262,568    309,688 
Provision for bad debt expense   -    6,308 
Provision for inventory losses   8,589    41,165 
Stock based compensation expense   286,762    274,263 
Changes in operating assets and liabilities:          
Trade receivables   (290,636)   (181,318)
Inventories   305,529    79,151 
Prepaid expenses   (185,151)   168,807 
Income taxes payable   (56,617)   118,645 
Accounts payable   (222,882)   4,305 
Accrued compensation   (25,783)   303,798 
Other current liabilities   10,419    53,403 
Net cash provided by operating activities   44,609    1,824,852 
Cash flows from investing activities:          
Purchase of property and equipment   (46,229)   (137,888)
Purchase of other long-term assets   (4,001)   (187,086)
Other assets   600    (3,971)
Net cash used in investing activities   (49,630)   (328,945)
Cash flows from financing activities:          
Dividends   (304,377)   (303,849)
Proceeds from exercise of stock options   -    12,650 
Net cash used in financing activities   (304,377)   (291,199)
Net (decrease) increase in cash   (309,398)   1,204,708 
Cash at beginning of period   4,883,373    3,339,952 
Cash at end of period  $4,573,975   $4,544,660 
Supplemental cash flow information          
Cash paid for income taxes  $218,573   $495,315 

  

See accompanying notes to the unaudited interim condensed financial statements.

 

  Page 4 of 19

 

 

SIERRA MONITOR CORPORATION

Notes to the Unaudited Interim Condensed Financial Statements

 

September 30, 2016

Basis of Presentation

 

The accompanying unaudited interim condensed financial statements have been prepared by Sierra Monitor Corporation (the “Company”, “Sierra Monitor”, “we” or “us”), pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such SEC rules and regulations; nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading. Amounts related to disclosure of December 31, 2015 balances within these interim condensed financial statements were derived from the audited 2015 financial statements and notes thereto. These financial statements and the notes hereto should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on March 30, 2016. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows of the Company for the interim period have been included. The results of operations for the interim period are not necessarily indicative of the results for any subsequent interim period or for the full year.

 

Summary of Business

 

Sierra Monitor Corporation, a California corporation, was founded in 1978. The Company addresses the industrial and commercial facilities management market with Industrial Internet of Things (IIoT) solutions that connect and protect high-value infrastructure assets. 

 

Our FieldServer family of protocol gateways is used by system integrators and original equipment manufacturers (“OEMs”) to enable local and remote monitoring and control of assets and facilities. With more than 200,000 installed gateways supporting over 140 protocols such as BACnet, LonWorks, MODBUS, and XML in commercial and industrial facilities, FieldServer is the industry’s leading multi-protocol gateway. The FieldServer multi-protocol gateway uses specialized embedded software on proprietary hardware platforms. Embedded software enables data transfer between various devices and sub-systems within a facility by bridging between different protocols and physical media, and additionally enables the devices and sub-systems in the facility to connect to the cloud over Internet Protocol (IP) networks for remote monitoring, control, and analytics. Embedded software also includes an application engine and several local web applications that run within the application engine, providing additional value to the devices being interfaced with the gateway. Offering embedded software on proprietary hardware platforms allows us to increase the value proposition while protecting our intellectual property.

 

The FieldServer gateway is also available to OEMs as a module for installation in customer devices and controllers under the ProtoCessor name. The FieldServer gateways work with our newly introduced FieldPoP™ solution, a cloud-based service that registers and manages FieldServers, provides secure remote access to the local applications that run on the FieldServer, and integrates with third-party business applications and advanced visualization and analytics cloud platforms. Collectively, we refer to the FieldServer gateway (including the applications that run on it), the FieldPoP service, and the third party integrations as our “IIoT On-Ramp Suite”.

 

Our Sentry IT fire and gas detection solutions are used by industrial and commercial facilities managers to protect their personnel and assets. The motivation for installing gas detection systems is driven, in part, by industrial safety professionals guided by the United States Occupational Safety and Health Administration, state and local governing bodies, insurance companies and various industry rule-making bodies. The solution consists of proprietary system hardware that runs embedded controller and gateway software, detector modules that sense the presence of various toxic and combustible gases and flames, connectivity between the modules and the controller, and a user interface and applications that a facility manager can interact with, either locally on site or remotely over the Internet. The complex software embedded in the various products facilitates system-wide functions such as calibration, alarm detection, notification, and mitigation. The controller software also includes local web-based applications that simplify management of the complete solution and a gateway to integrate the fire and gas detection solution with the facility’s supervisory or management system. With more than 100,000 detector modules sold, our fire and gas detection solutions are deployed in a variety of facilities, such as oil, gas and chemical processing plants, wastewater treatment facilities, alternate fuel vehicle maintenance garages and other sites where hazardous gases are used or produced. 

 

  Page 5 of 19

 

 

Our solutions are also sold to telecommunication companies and their suppliers to manage environmental and security conditions such as temperature, gas, and smoke in remote structures such as local DSL distribution nodes and buildings at cell tower sites.

 

Accounting Policies

 

a)Revenue Recognition

 

A detailed discussion of our revenue recognition policies is contained in Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) under Critical Accounting Policies below. The discussion is incorporated herein by reference.

 

b)Recent Accounting Pronouncements

 

Recent accounting pronouncements discussed in the notes to the December 31, 2015 audited financial statements, filed previously with the SEC in our Annual Report on Form 10-K on March 30, 2016, that are required to be adopted during the year ended December 31, 2016, did not have or are not expected to have a significant impact on the Company’s 2016 financial statements.

 

c)Employee Stock-Based Compensation

 

In March 2016, the Company’s 2006 Stock Plan expired. In April 2016, the Company’s board of directors approved the Company’s 2016 Equity Incentive Plan (the “2016 Stock Plan”) and reserved a total of (i) 279,680 Shares, plus (ii) 2,550,320 shares that remained available for issuance under the 2006 Stock Plan immediately prior to its expiration, plus (iii) any shares subject to stock options or restricted stock granted under the 2006 Stock Plan that, on or after the date the 2016 Stock Plan becomes effective, expire or otherwise terminate without having been exercised in full, or are forfeited to or repurchased by the Company, with the maximum number of shares to be added to the 2016 Stock Plan pursuant to clauses (ii) and (iii) equal to 2,668,320. Options granted under our 2006 Stock Plan and 2016 Stock Plan are at the fair market value of our common stock at the grant date, typically vest ratably over 4 years, and expire 10 years from the grant date.

 

All share-based payments to employees (incentive stock options) are recognized in the financial statements based on their fair values at the date of grant. The calculated fair value is recognized as expense (net of any capitalization) over the requisite service period, net of estimated forfeitures, using the straight-line method. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class and historical experience. The modified prospective method of application requires compensation expense to be recognized in the financial statements for all unvested stock options beginning in the quarter of award. The cost is based on the grant date fair value of the stock option. Compensation expense recognized in future periods for share-based compensation will be adjusted for the effects of estimated forfeitures.

 

  Page 6 of 19

 

 

For the nine-month periods ended September 30, 2016 and 2015, general and administrative expenses included stock based compensation expense of $286,762 and $274,263, respectively, decreasing the Company's income before provision for income taxes and net income resulting from the recognition of compensation expense associated with employee stock options. Stock based compensation expense negatively impacted earnings in the nine-month period ended September 30, 2016, which were approximately $0.03 per share basic and diluted.

 

d)Subsequent Events

 

Management has evaluated events subsequent to September 30, 2016 through the date that the accompanying condensed financial statements were filed with the Securities and Exchange Commission for transactions and other events which may require adjustment of and/or disclosure in such financial statements.

 

Inventories

 

A summary of inventories follows:

 

   September 30, 2016   December 31, 2015 
Raw materials  $1,381,774   $1,427,954 
Work-in-process   622,286    808,335 
Materials at vendor   387,179    411,785 
Finished goods   343,253    391,947 
Less: Allowance for obsolescence reserve   (206,161)   (197,572)
   $2,528,331   $2,842,449 

 

Net Income Per Share

 

Basic earnings per share (“EPS”) is computed using the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common and dilutive potential common shares outstanding during the period. Dilutive potential common shares consist of common shares issuable upon exercise of stock options using the treasury stock method. No adjustments to earnings were made for purposes of per share calculations.

 

At September 30, 2016 and 2015, outstanding options to acquire 1,472,500 and 1,459,000, shares of common stock, respectively, were not considered potentially dilutive common shares due to the exercise price of such options being higher than the stock price used in the EPS calculation.

 

  Page 7 of 19

 

 

The following is a reconciliation of the shares used in the computation of basic and diluted EPS for the three and nine-month periods ended September 30, 2016 and 2015, respectively:

 

  

Three months ended

September 30

  

Nine months ended

September 30

 
   2016   2015   2016   2015 
Basic EPS – weighted-average number of common shares outstanding   10,145,862    10,128,311    10,145,862    10,128,311 
Effect of dilutive potential common shares – stock options outstanding   1,714    86,583    -    83,453 
Diluted EPS – weighted-average number of common shares and potential common shares outstanding   10,147,576    10,214,894    10,145,862    10,211,764 

 

Concentrations

 

No customer made up more than 10% of accounts receivable at September 30, 2016 and two customers each made up more than 10% of accounts receivable at December 31, 2015. No customer made up more than 10% of net sales for the nine-month periods ended September 30, 2016 and September 30, 2015.

 

The Company currently maintains substantially all of its day to day operating cash with a major financial institution. At times, cash balances may be in excess of the amounts insured by the Federal Deposit Insurance Corporation. Cash balances of approximately $3,824,000 and $4,133,000 were in excess of such insured amounts at September 30, 2016 and December 31, 2015, respectively.

 

Segment Information

 

The Company operates in one segment, industrial instrumentation. The Company’s chief operating decision maker, the Chief Executive Officer (“CEO”), evaluates the performance of the Company and makes operating decisions based on financial data consistent with the presentation in the accompanying unaudited condensed financial statements.

 

In addition, the CEO reviewed the following information on revenues by product category for the following periods:

 

   Three months ended
September 30,
   Nine months ended
September 30,
 
   2016   2015   2016   2015 
Instrumentation  $2,468,485   $2,439,995   $6,737,013   $7,126,283 
FieldServers   2,595,132    2,958,085    7,686,193    8,216,583 
   $5,063,617   $5,398,080   $14,423,206   $15,342,866 

 

  Page 8 of 19

 

 

Line-of-Credit

 

The Company maintains a line of credit with its commercial bank in the maximum amount of $2,000,000. No borrowings have been made under the Company’s line of credit during the first nine months of fiscal year 2016 and there were no outstanding balances at September 30, 2016 and December 31, 2015. As of September 30, 2016, the Company was in compliance with the financial covenants to which it is subject under the line of credit.

 

Stock Option Grants

 

No options were granted during the three and nine-month periods ended September 30, 2016. Similarly, no options were granted during the three-month period ended September 30, 2015, however, a total of 100,000 stock options were granted during the nine-month period ended September 30, 2015.

 

Stock Option Exercise and Expiration

 

In the nine-month periods ended September 30, 2016, no options were exercised. A total of 12,324 shares of common stock, were issued as a result of stock option exercises in the nine-month period ended September 30, 2015. During the same periods, 38,500 and 32,000 options expired, respectively.

 

Commitments and Contingencies

 

From time to time, the Company is subject to legal proceedings and claims that arise in the normal course of business. While the outcome of these proceedings and claims cannot be predicted, we currently are not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, is expected to have a material adverse effect on the Company’s financial position or results of operations.

 

  Page 9 of 19

 

 

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not statements of historical fact may be deemed to be forward-looking statements. The words “believe,” “expect,” “intend,” “plan,” “project,” “will,” and similar words and phrases as they relate to us also identify forward-looking statements. Such forward-looking statements include any expectations of operating and non-operating expense, including research and development expense, sufficiency of resources, including cash and accounts receivable, estimates of allowances for doubtful accounts, credit lines or other financial items; any statements concerning future sales and demand for our products; any statements of the plans, strategies and objectives of management for future operations and identified opportunities; any statements concerning proposed new products, services, developments and related research and development activities; any statements related to the Company’s positioning to support current and near term levels of business; any statements of belief; and any statement of assumptions underlying any of the foregoing. Such statements reflect our current views and assumptions and are not guarantees of future performance. These statements are subject to various risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, without limitation, those issues described under the heading “Critical Accounting Policies,” and those risk factors identified in Item 1A, Risk Factors, of our Annual Report on Form 10-K for our fiscal year ended December 31, 2015, as such section may be updated in our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with, or furnished to, the SEC. We urge you to review and consider the various disclosures made by us from time to time in our filings with the SEC that attempt to advise you of the risks and factors that may affect our future results. We expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statement to reflect any changes in expectations, or any change in events or circumstances on which those statements are based, unless otherwise required by law.

 

Results of Operations

 

For the three-month period ended September 30, 2016, Sierra Monitor Corporation (“we” or the “Company”) reported net sales of $5,063,617 compared to $5,398,080 for the three-month period ended September 30, 2015. For the nine-month period ended September 30, 2016, net sales were $14,423,206 compared with $15,342,866 in the prior year nine-month period. The sales results for the three and nine-month periods ended September 30, 2016 represent a decrease of 6% compared to each of the same periods in 2015.

 

For the three-month period ended September 30, 2016, sales of our instrumentation products, including fire and gas detection, military sales and environment controllers, were approximately $2,468,000 compared to approximately $2,440,000 in the three-month period ended September 30, 2015, representing a 1% increase. For the nine-month period ended September 30, 2016, sales of our instrumentation products were approximately $6,737,000 compared to approximately $7,126,000 in the same period in 2015 representing a 5% decrease.

 

In the three-month period ended September 30, 2016, sales of FieldServer products were approximately $2,595,000 compared to approximately $2,958,000 in the same period in 2015, representing a 12% decrease. In the nine-month period ended September 30, 2016, sales of our FieldServer products were approximately $7,686,000, compared to approximately $8,217,000 in sales reported in the same period in 2015, representing a 6% decrease.

 

FieldServer sales include both box products and original equipment manufacturer (“OEM”) modules. Box products provide a platform for delivery and operation of our software for integration with building automation systems and are generally sold to building automation integrators. Strong increases in OEM sales offset lower sales of box products.

 

  Page 10 of 19

 

 

Gross profit for the three-month period ended September 30, 2016 was approximately $2,880,000, or 57% of net sales, compared to approximately $3,233,000, or 60% of net sales, in the same period in the previous year. Gross profit for the nine-month period ended September 30, 2016 was approximately $8,304,000, or 58% of net sales, compared to approximately $9,162,000, or 60% of net sales, in the same period in the previous year. Our gross margins are influenced primarily by product mix, discount level based on order size and sales channels. Generally sales to OEM accounts generate lower margins.

 

Expenses for research and development, which include new product development and engineering to sustain existing products, were approximately $736,000, or 15% of net sales, for the three-month period ended September 30, 2016 compared to approximately $606,000, or 11% of net sales, in the comparable period in 2015. In the nine-month periods ended September 30, 2016 and September 30, 2015, research and development expenses were approximately $2,116,000, or 15% of net sales, and approximately $1,747,000, or 11% of net sales, respectively. In the current year we have undertaken new product development related primarily to applying our FieldServer products for Internet of Things applications.

 

Selling and marketing expenses, which consist primarily of salaries, commissions and promotional expenses were approximately $1,240,000, or 24% of net sales for the three-month period ended September 30, 2016, compared to approximately $1,303,000, or 24% of net sales, in the comparable period in the prior year. For the nine-month periods ended September 30, 2016 and 2015, selling and marketing expenses were approximately $3,713,000, or 26% of net sales, and approximately $3,797,000, or 25% of net sales, respectively. There has been no significant change in our selling expenses in the three and nine-month periods ended September 30, 2016 compared to the same period in the prior year.

 

General and administrative expenses, which consist primarily of salaries, building rent, insurance expenses, information technology expenses and fees for professional services, were approximately $767,000, or 15% of net sales, for the three-month period ended September 30, 2016 compared to approximately $827,000, or 15% of net sales, in the three-month period ended September 30, 2015. For the nine-month periods ended September 30, 2016 and September 2015, general and administrative expenses were approximately $2,364,000, or 16% of net sales, and approximately $2,358,000, or 15% of net sales, respectively. General and administrative expenses have decreased 7% in the three-month period and remained flat in the nine-month reporting periods ended September 30, 2016 compared to the same periods in 2015, primarily due to decreased salary and depreciation expenses partially offset by an increase in outsourced professionals.

 

In the three-month period ended September 30, 2016, our income from operations was approximately $137,000 compared to income from operations of approximately $497,000 for the three-month period ended September 30, 2015. In the nine-month period ended September 30, 2016, our income from operations was approximately $110,000 compared to income from operations of $1,260,000 in the nine-month period ended September 30, 2015. The decrease in income in the third quarter of 2016 compared to the third quarter of 2015 is due to lower sales and lower gross margins.

 

After interest income and provision for income tax expense, our net income for the three-month period ended September 30, 2016 was approximately $46,000 compared to net income of approximately $264,000 in the same period of 2015. For the nine-month period ended September 30, 2016, our net loss was approximately $48,000 compared to a net income of approximately $647,000 in the same period of 2015.

 

Liquidity and Capital Resources

 

During the nine months ended September 30, 2016, net cash provided by operating activities was approximately $45,000 compared to approximately $1,825,000 for the same period in 2015. Working capital was approximately $9,210,000 at September 30, 2016, an increase of approximately $147,000 from December 31, 2015. At September 30, 2016, our balance sheet reflected approximately $4,574,000 of cash and approximately $2,873,000 of net trade receivables. At December 31, 2015, our total cash on hand was approximately $4,883,000 and our net trade receivables were approximately $2,583,000.

 

  Page 11 of 19

 

 

At September 30, 2016, we had no long term liabilities except for deferred income taxes.

 

We maintain a line of credit with its commercial bank in the maximum amount of $2,000,000. No borrowings have been made under our line of credit during the first nine months of fiscal year 2016 and there were no outstanding balances at September 30, 2016 and December 31, 2015. As of September 30, 2016, we were in compliance with the financial covenants of the line of credit.

 

Historically, we have financed our operations principally from cash provided by our operating activities. We believe our existing cash and accounts receivable will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months.

 

Critical Accounting Policies

 

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in our condensed financial statements and the accompanying notes. The amounts of assets and liabilities reported on our balance sheets and the amounts of revenues and expenses reported for each of our fiscal periods are affected by estimates and assumptions, which are used for, but not limited to, the accounting for revenue recognition, accounts receivable, doubtful accounts and inventories. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of the financial statements:

 

a)Revenue Recognition

 

We recognizes revenue when all of the following conditions exist: (a) persuasive evidence of an arrangement exists in the form of an accepted purchase order; (b) delivery has occurred, based on shipping terms, or services have been rendered; (c) our price to the buyer is fixed or determinable, as documented on the accepted purchase order; and (d) collectability is reasonably assured. By product and service type, revenues are recognized when the following specific conditions are met:

 

Gas Detection and Environment Control Products

 

Gas detection and environment control products are sold as off-the-shelf products with prices fixed at the time of order. Orders delivered to us by phone, fax, mail or email are considered valid purchase orders and once accepted by us are deemed to be the final understanding between us and our customer as to the specific nature and terms of the agreed-upon sale transaction. Products are shipped and are considered delivered when (a) for FOB factory orders they leave our shipping dock or (b) for FOB customer dock orders upon confirmation of delivery.  The creditworthiness of customers is generally assessed prior to our acceptance of a customer’s first order. Additionally, international customers and customers who have developed a history of payment problems are generally required to prepay or pay through a letter-of-credit.

 

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Gas Detection and Environment Control Services

 

Gas detection and environment control services consist of field service orders (technical support) and training, which are provided separate from product orders. Orders for gas detection and environment control services are accepted in the same forms as discussed for Gas Detection and Environment Control Products above with hourly prices fixed at the time of order. Revenue recognition occurs only when the service activity is completed. Such services are provided to current and prior customers, and, as noted above, creditworthiness has generally already been assessed. In cases where the probability of receiving payment is low, a credit card number is collected in advance of the provision of services for immediate processing.

 

FieldServer Products

 

FieldServer products are sold in the same manner as Gas Detection and Environment Control Products (as discussed above) except that the products contain embedded software, which is integral to the operation of the device.  The software embedded in FieldServer products includes two items:  (a) a compiled program containing (i) the basic operating system for FieldServer products, which is common to every unit, and (ii) customized protocol drivers based on the customer order (see FieldServer Services below for more information); and (b) a configuration file that identifies and links each data point as identified by the customer. We do not deem the hardware, operating systems with protocol drivers and configuration files to be separate units of accounting because we do not believe that they have value on a stand-alone basis. The hardware is useless without the software, and the software is only intended to be used in FieldServer hardware. Additionally, the software included in each sale is deemed to not require significant production, modification or customization, and therefore we recognize revenues upon the shipment or delivery of products (depending on shipping terms), as described in Gas Detection and Environment Control Products above.

 

FieldServer Services

 

FieldServer services consist of orders for custom development of protocol drivers.  Generally customers place orders for FieldServer products concurrently with their order for protocol drivers. However, if custom development of the protocol driver is required, the product order is not processed until development of the protocol driver is complete. Orders are received in the same manner as described in FieldServer Products above, but due to the non-recurring engineering aspect of the customized driver development, we are more likely to have a written evidence trail of a quotation and a hard copy order.  The driver development involves further research after receipt of order, preparation of a scope document to be approved by the customer and then engineering time to write, test and release the driver program.  When development of the driver is complete the customer participates in testing and provides written confirmation that the driver program meets its expectations.  The customer is then able to place or release orders for FieldServer product with the new driver loaded into it (see FieldServer Products above).  Revenues for driver development are billed and recognized only after the customer’s written confirmation is received. Collectability is reasonably assured as described in FieldServer Products above.

 

Discounts and Allowances

 

Discounts are applied at time of order entry and sales are processed at net pricing. No allowances are offered to customers.

 

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b)Accounts Receivable and Related Allowances

 

Our domestic sales are generally made on an open account basis unless specific experience or knowledge of the customer’s potential inability or unwillingness to meet the payment terms dictate secured payments. Our international sales are generally made based on secure payment terms including cash wire advance payments and letters of credit. International sales are made on open account terms where sufficient historical experience justifies the assumption of customer credit risk. In many of our larger sales, our customers are frequently construction contractors who are in need of our field services to complete their work and obtain payment. Management’s ability to manage the credit terms and utilize the leverage provided by the clients’ need for our services is critical to the effective application of credit terms and minimization of accounts receivable losses.

 

We maintain an allowance for doubtful accounts which is analyzed on a periodic basis to determine adequacy. We believe that we have demonstrated the ability to make reasonable and reliable estimates of allowances for doubtful accounts based on significant historical experience.

 

c)Inventories

 

Inventories are stated at the lower of cost or estimated market, with cost being determined on the first-in, first-out method. We use an Enterprise Requirements Planning (“ERP”) software system which provides data upon which management relies to determine inventory trends and identify excesses. The carrying value of inventory is reduced to market for slow moving and obsolete items based on historical experience and current product demand. We evaluate the carrying value of inventory quarterly. The adequacy of carrying amounts is dependent upon management’s ability to forecast demands accurately, manage product changes efficiently, and interpret the data provided by the ERP system.

 

Off-Balance Sheet Arrangements.

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

ITEM 4: CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

As of the end of the period covered by this Quarterly Report on Form 10-Q, our management, with the participation of Varun Nagaraj, our principal executive officer, and Tamara S. Allen, our principal financial officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e), which includes inquiries made to certain other employees. Based upon that evaluation, Mr. Nagaraj and Ms. Allen concluded that, as of September 30, 2016, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) were effective.

 

Changes in Internal Control over Financial Reporting

 

There have been no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended September 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II: OTHER INFORMATION

 

ITEM 6. EXHIBITS

 

Index to Exhibits

 

    Incorporated by Reference

Exhibit

Number

Exhibit

Description

Form Exhibit
Number

Date

Filed

         
3.1 Articles of Incorporation of the Registrant. 10-K 3.1 March 23, 1990
3.2 Bylaws of the Registrant. 10-K 3.2 March 30, 2015
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith    
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith    
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith    
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith    
         
101.INS XBRL Instance Document.      
101.SCH XBRL Taxonomy Extension Schema.      
101.CAL XBRL Taxonomy Extension Calculation Linkbase.      
101.DEF XBRL Taxonomy Extension Definition Linkbase.      
101.LAB XBRL Taxonomy Extension Label Linkbase.      
101.PRE XBRL Taxonomy Extension Presentation Linkbase.      

 

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 thereunto duly authorized.

 

    SIERRA MONITOR CORPORATION
    Registrant
     
Date: November 14, 2016 By: /s/ Varun Nagaraj
      Varun Nagaraj
      President
      Chief Executive Officer
       
Date: November 14, 2016 By: /s/ Tamara S. Allen
      Tamara S. Allen
      TWChief Financial Officer

  

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