Announcement • Dec 18
BSQUARE Corporation Files Form 15 BSQUARE Corporation has announced that it has filed a Form 15 with the Securities and Exchange Commission to voluntarily deregister its common stock under the Securities Exchange Act of 1934, as amended. Announcement • Oct 13
Kontron America, Inc. enter into a definitive merger agreement to acquire BSQUARE Corporation (NasdaqCM:BSQR) for $38 million. Kontron America, Inc. enter into a definitive merger agreement to acquire BSQUARE Corporation (NasdaqCM:BSQR) for $38 million on October 11, 2023. Under the terms of the agreement, Kontron will commence a tender offer for all outstanding shares of Bsquare for $1.90 per share of common stock in an all-cash transaction. The offer price represents a 62% premium to the trailing 52-week volume weighted average of Bsquare’s closing stock prices as of October 10, 2023. Upon the successful completion of the tender offer, Kontron would acquire any untendered shares of Bsquare’s common stock through a second-step merger effected for the same per common share consideration. The Offer will remain open for 20 business days from the commencement of the Offer, subject to possible extensions on the terms set forth in the Merger Agreement. If Kontron America achieves an ownership of 90% or greater of the outstanding Shares through the Offer, Merger Sub has agreed that it will then effect the Merger in accordance with the “short-form” merger procedures under the applicable provisions of the Business Corporation Act of the State of Washington, and each Share (other than Shares owned directly or indirectly by the Company, Parent or Merger Sub) will thereupon be cancelled and converted into the right to receive cash in an amount equal to the Offer Price, on the terms and subject to the conditions set forth in the Merger Agreement. After closing, Bsquare will become a privately held company, and shares of Bsquare common stock will no longer be listed on any public market. The Merger Agreement also provides for certain termination rights for both the Company and Kontron. Upon the termination of the Merger Agreement under certain circumstances, a termination fee of $1.25 million may be required to be paid by either the Company or Kontron.
The closing of the transaction will be subject to customary conditions, including the expiration or termination of certain regulatory periods and the tender of at least two-thirds of Bsquare’s outstanding common stock in the tender offer. The transaction is expected to close later in 2023.
Barnes & Thornburg LLP serves as Kontron’s legal advisor. Telegraph Hill BD LLC, the broker-dealer subsidiary of Telegraph Hill Advisors, LLC, is acting as financial advisor and fairness opinion to Bsquare. DLA Piper LLP (US) serves as Bsquare’s legal advisor. New Risk • Oct 13
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of American stocks, typically moving 14% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Minor Risks Share price has been volatile over the past 3 months (14% average weekly change). Market cap is less than US$100m (US$24.6m market cap). Reported Earnings • Aug 11
Second quarter 2023 earnings released: US$0.013 loss per share (vs US$0.031 loss in 2Q 2022) Second quarter 2023 results: US$0.013 loss per share (improved from US$0.031 loss in 2Q 2022). Revenue: US$6.53m (down 37% from 2Q 2022). Net loss: US$260.0k (loss narrowed 58% from 2Q 2022). Over the last 3 years on average, earnings per share has increased by 16% per year but the company’s share price has fallen by 4% per year, which means it is significantly lagging earnings. Announcement • Jul 29
BSQUARE Corporation to Report Q2, 2023 Results on Aug 10, 2023 BSQUARE Corporation announced that they will report Q2, 2023 results After-Market on Aug 10, 2023 Reported Earnings • May 12
First quarter 2023 earnings released: US$0.004 loss per share (vs US$0.053 loss in 1Q 2022) First quarter 2023 results: US$0.004 loss per share (improved from US$0.053 loss in 1Q 2022). Revenue: US$8.14m (down 16% from 1Q 2022). Net loss: US$71.0k (loss narrowed 92% from 1Q 2022). Over the last 3 years on average, earnings per share has increased by 36% per year but the company’s share price has only increased by 1% per year, which means it is significantly lagging earnings growth. Reported Earnings • Mar 08
Full year 2022 earnings released: US$0.19 loss per share (vs US$0.14 loss in FY 2021) Full year 2022 results: US$0.19 loss per share (further deteriorated from US$0.14 loss in FY 2021). Revenue: US$36.5m (down 9.6% from FY 2021). Net loss: US$3.86m (loss widened 72% from FY 2021). Over the last 3 years on average, earnings per share has increased by 55% per year but the company’s share price has only increased by 3% per year, which means it is significantly lagging earnings growth. Announcement • Nov 30
BSQUARE Corporation (NasdaqCM:BSQR) announces an Equity Buyback for $5 million worth of its shares. BSQUARE Corporation (NasdaqCM:BSQR) announces a share repurchase program. Under the program, the company will repurchase up to $5 million worth of its common stock. The Share Repurchase Program has no time limit. Reported Earnings • Nov 16
Third quarter 2022 earnings released: US$0.055 loss per share (vs US$0.046 loss in 3Q 2021) Third quarter 2022 results: US$0.055 loss per share (further deteriorated from US$0.046 loss in 3Q 2021). Revenue: US$8.41m (down 21% from 3Q 2021). Net loss: US$1.13m (loss widened 26% from 3Q 2021). Over the last 3 years on average, earnings per share has increased by 76% per year but the company’s share price has fallen by 6% per year, which means it is significantly lagging earnings. Reported Earnings • Nov 12
Third quarter 2022 earnings released: US$0.055 loss per share (vs US$0.046 loss in 3Q 2021) Third quarter 2022 results: US$0.055 loss per share (further deteriorated from US$0.046 loss in 3Q 2021). Revenue: US$8.41m (down 21% from 3Q 2021). Net loss: US$1.13m (loss widened 26% from 3Q 2021). Over the last 3 years on average, earnings per share has increased by 76% per year but the company’s share price has fallen by 6% per year, which means it is significantly lagging earnings. Announcement • Nov 11
BSQUARE Corporation, Annual General Meeting, Jun 15, 2023 BSQUARE Corporation, Annual General Meeting, Jun 15, 2023, at 10:00 Pacific Standard Time. Location: BSQUARE Corporation 1415 Western Avenue, Suite 700 Seattle Washington United States Announcement • Oct 28
BSQUARE Corporation to Report Q3, 2022 Results on Nov 10, 2022 BSQUARE Corporation announced that they will report Q3, 2022 results After-Market on Nov 10, 2022 Announcement • Oct 21
Davin Cushman Notifies Not to Stand for Reelection to the Board of Bsquare Corporation On October 18, 2022, Davin Cushman notified Bsquare Corporation (the “Company”) that he does not wish to stand for re-election as a member of the Company’s board of directors (the “Board”). As a result, his service on Board will cease, effective immediately following the Company’s annual meeting of shareholders on November 29, 2022. Mr. Cushman had no disagreements with the Company and will be leaving the Board for business and personal reasons. Reported Earnings • Aug 12
Second quarter 2022 earnings released: US$0.031 loss per share (vs US$0.022 profit in 2Q 2021) Second quarter 2022 results: US$0.031 loss per share (down from US$0.022 profit in 2Q 2021). Revenue: US$10.4m (down 2.6% from 2Q 2021). Net loss: US$625.0k (down 313% from profit in 2Q 2021). Over the last 3 years on average, earnings per share has increased by 85% per year but the company’s share price has only increased by 6% per year, which means it is significantly lagging earnings growth. Announcement • Aug 10
Bsquare Corporation Announces Board and Committee Changes Bsquare Corporation announced the appointment of Bernee D. L. Strom to the Board of Directors. Ms. Strom brings a breadth of experience as an entrepreneur who has founded and run a number of companies across a diverse set of industries. Bernee will serve as a Class III director and will also serve on the Governance and Nominating Committee replacing Davin Cushman on the committee. Since April 2015, Ms. Strom has served as a Senior Advisor for Digital Media to Cascadia Capital, an investment bank, and as a Senior Advisor to SkyLIFE Technologies, a humanitarian focused aerial delivery company. Ms. Strom has also served as President and Chief Executive Officer of The Strom Group, an investment and business advisory firm, since January 1990. From May 2008 to October 2014 Ms. Strom was Chairman and CEO of WebTuner Corp. as Executive Chairman until May 2015. From May 2002 until October 2008, she was Executive Chair of Ensequence Inc. providing technology for interactive TV. Ms. Strom has extensive board experience on public, private and non-profit boards. Ms. Strom most recently served as a member of the board of directors of MicroVision Inc. from October 2017 to March 2021. The Board has concluded that Ms. Strom should serve as a director because of her significant experience in business management and leadership expertise and experience as a public company board member. Announcement • Jul 29
BSQUARE Corporation to Report Q2, 2022 Results on Aug 11, 2022 BSQUARE Corporation announced that they will report Q2, 2022 results at 4:00 PM, US Eastern Standard Time on Aug 11, 2022 Announcement • Jun 30
BSQUARE Corporation, Annual General Meeting, Nov 29, 2022 BSQUARE Corporation, Annual General Meeting, Nov 29, 2022, at 10:00 Pacific Standard Time. Location: The Company’s headquarters 1415 Western Avenue, Suite 700 Seattle Washington United States Reported Earnings • May 13
First quarter 2022 earnings released: US$0.053 loss per share (vs US$0.065 loss in 1Q 2021) First quarter 2022 results: US$0.053 loss per share. Revenue: US$9.73m (down 2.4% from 1Q 2021). Net loss: US$888.0k (loss widened 3.3% from 1Q 2021). Board Change • Apr 27
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 5 experienced directors. No highly experienced directors. President, CEO & Director Ralph Derrickson was the last director to join the board, commencing their role in 2019. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Board Change • Apr 02
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 5 experienced directors. No highly experienced directors. President, CEO & Director Ralph Derrickson was the last director to join the board, commencing their role in 2019. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Reported Earnings • Mar 11
Full year 2021 earnings: Revenues and EPS in line with analyst expectations Full year 2021 results: US$0.14 loss per share (up from US$0.14 loss in FY 2020). Revenue: US$40.4m (down 14% from FY 2020). Net loss: US$2.24m (loss widened 19% from FY 2020). Revenue was in line with analyst estimates. Over the last 3 years on average, earnings per share has increased by 80% per year but the company’s share price has fallen by 9% per year, which means it is significantly lagging earnings. Announcement • Feb 25
BSQUARE Corporation to Report Q4, 2021 Results on Mar 10, 2022 BSQUARE Corporation announced that they will report Q4, 2021 results After-Market on Mar 10, 2022 Announcement • Dec 01
BSQUARE Corporation Announces Device Hardening Solutions for Secure OS Configuration Bsquare Corporation announced a suite of Device Hardening Solutions for making connected devices, secure, recoverable, upgradable, and updatable. These solutions complement Bsquare's SquareOne solution, announced earlier in November. Bsquare's newest offering addresses the differences in security architectures across Windows, Linux, and Android operating systems, and implements Bsquare's recommended practices for device hardening. Bsquare?will tailor a Device Hardening specification based on a customer's operating system, hardware configuration, application software, security policies, and operating environment.?Device Hardening protects customers from costly data breaches while providing reduced go-to-market time and lower costs. Bsquare offers two device hardening options for organizations who need to supplement their engineering expertise. With Essential Device Hardening, Bsquare experts assist customers during the design and development phase of a new product. With Advanced Device and OS Hardening, Bsquare offers a turnkey solution where customers ship their device to Bsquare and engineering team will configure a manufacturable image. The customer receives from Bsquare a manufacturing-ready OS image along with a fully configured device. Both of Bsquare's Device Hardening solutions provide a cost-effective way to ensure that products are designed to participate securely in a fully connected environment. Reported Earnings • Nov 12
Third quarter 2021 earnings released: US$0.046 loss per share (vs US$0.01 loss in 3Q 2020) The company reported a soft third quarter result with increased losses and weaker control over costs, although revenues improved. Third quarter 2021 results: Revenue: US$10.6m (up 2.2% from 3Q 2020). Net loss: US$895.0k (loss widened US$759.0k from 3Q 2020). Over the last 3 years on average, earnings per share has increased by 71% per year but the company’s share price has only increased by 4% per year, which means it is significantly lagging earnings growth. Reported Earnings • Aug 13
Second quarter 2021 earnings released: EPS US$0.022 (vs US$0.082 loss in 2Q 2020) The company reported a strong second quarter result with improved earnings, revenues and profit margins. Second quarter 2021 results: Revenue: US$10.7m (up 20% from 2Q 2020). Net income: US$293.0k (up US$1.37m from 2Q 2020). Profit margin: 2.7% (up from net loss in 2Q 2020). The move to profitability was driven by higher revenue. Over the last 3 years on average, earnings per share has increased by 61% per year but the company’s share price has only increased by 9% per year, which means it is significantly lagging earnings growth. Announcement • Jul 02
BSQUARE Corporation Provides Earnings Guidance for the Quarter Ended June 30, 2021 BSQUARE Corporation provided earnings guidance for the quarter ended June 30, 2021. For the period, the company estimates that its total revenue will range from $10.3 million to $10.6 million, including approximately $9.6 million to $9.8 million in Partner Solutions revenue and approximately $0.7 million to $0.8 million in Edge to Cloud revenue. In addition, although the Company expects to experience an operating and net loss, the Company is not able to provide an estimate of such results at this time. The Company expects its operating and net loss to be in-line with or decrease compared to the three months ended June 30, 2020 and to increase compared to the three months ended March 31, 2021. Executive Departure • Jun 12
Independent Director Robert Peters has left the company On the 10th of June, Robert Peters' tenure as Independent Director ended after 2.8 years in the role. As of March 2021, Robert still personally held 71.05k shares (US$243k worth at the time). A total of 2 executives have left over the last 12 months. The current median tenure of the management team is 2.00 years. Executive Departure • Jun 12
Independent Chairman of the Board Andrew S. Harries has left the company On the 10th of June, Andrew S. Harries' tenure as Independent Chairman of the Board ended after 8.6 years in the role. As of March 2021, Andrew S. still personally held 298.29k shares (US$1.0m worth at the time). A total of 2 executives have left over the last 12 months. The current median tenure of the management team is 2.00 years. Recent Insider Transactions • Jun 11
Independent Chairman of the Board recently sold US$69k worth of stock On the 4th of June, Andrew S. Harries sold around 25k shares on-market at roughly US$2.75 per share. This was the largest sale by an insider in the last 3 months. This was Andrew S.'s only on-market trade for the last 12 months. Reported Earnings • May 15
First quarter 2021 earnings released: US$0.065 loss per share (vs US$0.036 loss in 1Q 2020) The company reported a poor first quarter result with increased losses, weaker revenues and weaker control over costs. First quarter 2021 results: Revenue: US$9.97m (down 40% from 1Q 2020). Net loss: US$860.0k (loss widened 81% from 1Q 2020). Over the last 3 years on average, earnings per share has increased by 48% per year but the company’s share price has fallen by 14% per year, which means it is significantly lagging earnings. Announcement • Apr 04
Bsquare Corporation Provides Preliminary Earnings Guidance for the Three Months Ended March 31, 2021 BSQUARE Corporation provided preliminary earnings guidance for the three months ended March 31, 2021. For the year, The company expects total revenue in range from $9.4 million to $9.9 million. Operating and net loss for the three months ended March 31, 2021 to increase compared to the three months ended March 31, 2020 and the three months ended December 31, 2020. Reported Earnings • Mar 22
Full year 2020 earnings released: US$0.14 loss per share (vs US$0.71 loss in FY 2019) The company reported a decent full year result with reduced losses and improved control over expenses, although revenues were weaker. Full year 2020 results: Revenue: US$47.1m (down 21% from FY 2019). Net loss: US$1.89m (loss narrowed 79% from FY 2019). Over the last 3 years on average, earnings per share has increased by 34% per year but the company’s share price has only increased by 6% per year, which means it is significantly lagging earnings growth. Announcement • Mar 05
BSQUARE Corporation to Report Q4, 2020 Results on Mar 18, 2021 BSQUARE Corporation announced that they will report Q4, 2020 results After-Market on Mar 18, 2021 Announcement • Feb 18
Bsquare and Itron Extend Agreement to Advance Industrial IoT Innovation Bsquare Corporation, and Itron, Inc. announced that they have expanded their business relationship to continue enhancing Itron's distributed intelligence (DI) app store with Bsquare's device management software. Tailored to Itron's customers' needs, the DI app store offers an increasingly diverse ecosystem of Itron and third-party applications that connect to Itron's Industrial IoT (IIoT) network and intelligently communicate and collaborate with millions of devices across the grid to the edge. Distributed intelligence enables near real-time insights and local control with safety applications, consumer insights and distribution grid optimization. Is New 90 Day High Low • Feb 05
New 90-day high: US$1.90 The company is up 50% from its price of US$1.27 on 06 November 2020. The American market is up 14% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Software industry, which is up 11% over the same period. Is New 90 Day High Low • Jan 15
New 90-day high: US$1.80 The company is up 42% from its price of US$1.27 on 16 October 2020. The American market is up 12% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Software industry, which is up 2.0% over the same period. Is New 90 Day High Low • Dec 31
New 90-day high: US$1.55 The company is up 14% from its price of US$1.36 on 01 October 2020. The American market is also up 14% over the last 90 days, indicating the company’s price trend is similar to the market over that time. However, it outperformed the Software industry, which is up 11% over the same period. Reported Earnings • Nov 14
Third quarter 2020 earnings released: US$0.01 loss per share The company reported a decent third quarter result with reduced losses and improved control over expenses, although revenues were weaker. Third quarter 2020 results: Revenue: US$10.4m (down 29% from 3Q 2019). Net loss: US$136.0k (loss narrowed 88% from 3Q 2019). Over the last 3 years on average, earnings per share has increased by 17% per year but the company’s share price has fallen by 35% per year, which means it is significantly lagging earnings. Announcement • Nov 01
BSQUARE Corporation to Report Q3, 2020 Results on Nov 12, 2020 BSQUARE Corporation announced that they will report Q3, 2020 results at 5:00 PM, Eastern Standard Time on Nov 12, 2020 Is New 90 Day High Low • Oct 17
New 90-day low: US$1.27 The company is down 14% from its price of US$1.48 on 17 July 2020. The American market is up 9.0% over the last 90 days, indicating the company underperformed over that time. It also underperformed the Software industry, which is up 15% over the same period. Is New 90 Day High Low • Sep 22
New 90-day low: US$1.34 The company is down 15% from its price of US$1.58 on 24 June 2020. The American market is up 7.0% over the last 90 days, indicating the company underperformed over that time. It also underperformed the Software industry, which is up 4.0% over the same period.