株探米国株
日本語 英語
エドガーで原本を確認する
8-K 1 oss-20250318.htm 8-K 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): March 19, 2025

 

 

One Stop Systems, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-38371

33-0885351

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2235 Enterprise Street #110

 

Escondido, California

 

92029

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 760 745-9883

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

☐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 Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.0001 par value per share

 

OSS

 

The Nasdaq Capital Market

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

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.

The information provided below concerning the press release regarding the financial results of One Stop Systems, Inc. (the “Company”) in “Item 7.01 - Regulation FD Disclosure” of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference into this Item 2.02.

Item 7.01 Regulation FD Disclosure.

On March 19, 2025, the Company also issued a press release regarding the Company’s financial results for its third fiscal quarter ended December 31, 2024. A copy of that press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Exhibit 99.1 includes non-GAAP financial measures as defined in Regulation G. Exhibit 99.1 also includes a presentation of the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), information reconciling the non-GAAP financial measures to the GAAP financial measures and a discussion of the reasons why the Company’s management believes that presentation of the non-GAAP financial measures provides useful information to investors regarding the Company’s financial condition and results of operations. The non-GAAP financial measures presented therein should be considered in addition to, not as a substitute for, or superior to, financial measures calculated and presented in accordance with GAAP.

Exhibits 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Item 9.01 Financial Statements and Exhibits.

        (d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated March 19, 2025

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.

 

 

 

ONE STOP SYSTEM, INC.

 

 

 

 

Date:

March 19, 2025

By:

/s/ Michael Knowles

 

 

 

Michael Knowles
Chief Executive Officer

 

 


EX-99.1 2 oss-ex99_1.htm EX-99.1 EX-99.1

img56641270_0.jpg

 

 

One Stop Systems Reports Q4 2024 Results

 

Strength in both segments contributed to

consolidated year-over-year revenue growth for Q4 2024

 

Consolidated revenue increased sequentially every quarter throughout 2024, reflecting the success of the Company’s transformation strategy to higher-growth markets

 

Management expects double-digit consolidated revenue growth in 2025, driven by anticipated OSS segment revenue of over 20% and consolidated EBITDA break even for the year

 

ESCONDIDO, Calif. – March 19, 2025 – – One Stop Systems, Inc. ("OSS" or the "Company") (Nasdaq: OSS), a leader in rugged Enterprise Class compute for artificial intelligence (AI), machine learning (ML) autonomy and sensor processing at the edge, reported results for the three- and twelve-month periods ended December 31, 2024. Comparisons for the three- and twelve-month periods are to the same year-ago periods unless otherwise noted.

 

“I am pleased to report a return to consolidated year-over-year revenue growth for the fourth quarter, as sales from both our OSS and Bressner segments grew at double digit rates. Throughout 2024 we executed on our multi-year transformation, making significant progress in shifting our business toward higher-margin, higher-growth markets. We invested in our platform, strengthened our pipeline, and deepened collaboration with customers developing high-performance, Enterprise Class, edge computing solutions for both commercial and defense applications," stated OSS President and CEO, Mike Knowles.

 

“As efforts to reposition the Company for revenue growth gained momentum during 2024 and our business model evolved, we adjusted our legacy inventory and program costs to better align with our focus on improving efficiencies and increasing profitability. We believe the progress we made in 2024 strengthened our business, positioning the Company for higher sales and profitability in 2025 and beyond,” concluded Mr. Knowles.

 

2024 Fourth-Quarter Financial Summary

Consolidated revenue was $15.1 million, compared to $13.2 million in the fourth quarter of 2023. The 15.1% year-over-year increase was a result of a $1.3 million increase in Bressner segment revenue and a $642,000 year-over-year increase in OSS segment revenue. The 10% year-over-year increase in OSS segment revenue was primarily due to higher revenue from defense and commercial customers, as well as new customer-funded development orders, aligned directly with the Company’s strategic focus and plan.

 


 

The following table sets forth net revenue by segment for the three months ended December 31, 2024, and December 31, 2023 (Dollars may not calculate due to rounding):

 

 

Three Months Ended

 

Entity:

December 31,
2024

% of Net Revenue

December 31,
2023

% of Net Revenue

% Change

OSS

$ 7,042,613

46.5%

$ 6,401,047

48.7%

10.0%

Bressner

 8,097,533

53.5%

 6,754,161

51.3%

  19.9%

      Total net revenue

$ 15,140,146

100.0%

$ 13,155,209

100.0%

    15.1%

 

During the fourth quarter ended December 31, 2024, the Company took a charge related to contract losses of $1.2 million for incurred and anticipated costs to satisfy performance obligations on a customer-funded development contract that was entered into in 2022. This charge reduced reported gross margin, net income, and adjusted EBITDA for the three- and twelve-month periods ended December 31, 2024. Management does not currently foresee any further charges related to this customer-funded development contract.

 

Consolidated gross margin percentage was 15.7%, compared to 33.7% in the prior year quarter. Gross margin, excluding the one-time charges, was 23.8%, compared to 33.7% in the same period last year. The decrease in gross margin was primarily due to product mix.

 

On a segment basis, the OSS segment had a gross margin of 9.4%, compared to 45.9% for the same period a year ago. OSS segment gross margin, excluding the one-time charges, was 26.8%, compared to 45.9%. The decrease from the same period last year was primarily driven by product mix. The Company’s Bressner segment had a gross margin percentage of 21.2%, compared to 22.2% in the same period last year.

 

Total operating expenses increased 15.1% to $5.5 million. This increase was predominantly attributable to higher general and administrative costs related to planned sales and program management investments made during the quarter.

 

The Company reported a net loss of $3.1 million, or $(0.15) per share, as compared to a net loss of $278,000, or $(0.01) per share, in the prior year period.

 

Adjusted EBITDA, a non-GAAP metric, was a loss of $2.3 million, inclusive of $1.2 million in one-time charges, compared to adjusted EBITDA of $322,000 in the prior year period.

 

As of December 31, 2024, the Company reported cash and short-term investments of $10.0 million and total working capital of $24.0 million, compared to cash and short-term investments of $11.8 million and total working capital of $35.6 million at December 31, 2023. The reduction in cash and short-term investments was primarily driven by the paydown of $1 million of notes payable.

 

2024 Twelve Months Financial Summary

Consolidated revenue was $54.7 million, compared to $60.9 million for the same period last year. The 10.2% year-over-year reduction in consolidated revenue was primarily a result of approximately $4.8 million related to a former media customer, for whom shipments ceased in the second quarter of 2023.

2


 

This decrease was partially offset by higher sales to customers in the military and defense end markets. In addition, Bressner segment revenue declined by $2.0 million on a year-over-year basis, associated with slower economic activity in the German economy.

 

The following table sets forth net revenue by segment for the twelve months ended December 31, 2024, and December 31, 2023 (Dollars may not calculate due to rounding):

 

 

Twelve Months Ended

 

Entity:

December 31,
2024

% of Net Revenue

December 31,
2023

% of Net Revenue

% Change

OSS

$ 24,558,809

44.9%

$ 28,809,888

47.3%

(14.8)%

Bressner

 30,135,550

55.1%

 32,086,910

52.7%

(6.1)%

      Total net revenue

$ 54,694,358

100.0%

$ 60,896,798

100.0%

  (10.2)%

 

For the year ended December 31, 2024, the Company incurred a total of $8.3 million of one-time charges that reduced reported gross margin, net income, and adjusted EBITDA. During the fourth quarter of 2024, the Company took a charge related to contract losses of $1.2 million for incurred and anticipated costs to satisfy performance obligations on a customer-funded development contract that was entered into in 2022. Additionally, during the year, OSS incurred $7.1 million of inventory charges related to obsolete and slow-moving inventory associated with the transition of the Company's business model and operating strategies, as well as slower adoption and movement in certain commercial and defense edge compute markets. Management does not currently foresee any further significant adjustments to costs related to this customer-funded development contract or inventory charges, outside of historical trends.

 

Consolidated gross margin percentage was 14.1%, compared to 29.5% in the prior year. On a full year basis, consolidated gross margin, excluding one-time charges, was 29.3%, compared to 29.5% in 2023.

 

On a segment basis, the Company’s OSS segment had a gross margin of 2.5%, compared to 35.6% for the same period a year ago. OSS segment gross margin, excluding one-time charges, was 36.4%, up from 35.6% for 2023. The Company’s Bressner segment had a gross margin of 23.5%, compared to 24.0% in the same period last year.

 

Total operating expenses decreased 18.6% to $21.1 million. This decrease was predominantly attributable to a charge of $5.6 million for an impairment of goodwill that occurred during the 2023 twelve-month period, the elimination of costs associated with organizational restructuring, timing of certain new product introduction activities and the deployment of engineering resources onto customer funded development efforts, partially offset by increased costs for personnel and for tradeshow participation.

 

The Company reported a net loss of $13.6 million, or $(0.65) per share, as compared to a net loss of $6.7 million, or $(0.32) per share, in the prior year. Non-GAAP net loss and loss per share was $11.6 million, or $(0.56) per share, as compared to non-GAAP net loss and loss per share of $415,000, or $(0.02) per share, in the prior year period. Net loss and non-GAAP net loss for the period ended December 31, 2024, are inclusive of $8.3 million of one-time charges.

3


 

 

Adjusted EBITDA, a non-GAAP metric, was a loss of $10.3 million, inclusive of $7.1 million of inventory-related charges and a $1.2 million contract loss related to a customer-funded development contract that was entered into in 2022, compared to adjusted EBITDA of $1.1 million in the prior year.

 

2025 Full Year Outlook

The Company anticipates consolidated revenue of $59 to $61 million for the full year of 2025. This includes expected OSS segment revenue of approximately $30 million, representing over 20% year-over-year growth in the OSS segment. In addition, the Company expects to be EBITDA break-even for the full year of 2025. Management expects revenue and profitability to improve at a higher rate in the second half of 2025 based on current trends and the Company’s expanding sales pipeline.

 

Conference Call

OSS will hold a conference call to discuss its results for the fourth quarter of 2024, followed by a question-and-answer period.

 

Date: Wednesday, March 19, 2025

Time: 10:00 a.m. ET (7:00 a.m. PT)

Toll-free dial-in: 1-800-717-1738

International dial-in: 1-646-307-1865

Conference ID: 35863 (required for entry)
Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1706031&tp_key=7e52a82afd

 

A replay of the call will be available after 1:00 p.m. ET on March 19, 2025, through April 2, 2025.

 

Toll-free replay: 1-844-512-2921

International replay: 1-412-317-6671

Passcode: 1135863

 

About One Stop Systems

One Stop Systems, Inc. (Nasdaq: OSS) is a leader in AI enabled solutions for the demanding ‘edge’. OSS designs and manufactures Enterprise Class compute and storage products that enable rugged AI, sensor fusion and autonomous capabilities without compromise. These hardware and software platforms bring the latest data center performance to harsh and challenging applications, whether they are on land, sea or in the air.

 

OSS products include ruggedized servers, compute accelerators, flash storage arrays, and storage acceleration software. These specialized compact products are used across multiple industries and applications, including autonomous trucking and farming, as well as aircraft, drones, ships and vehicles within the defense industry.

 

OSS solutions address the entire AI workflow, from high-speed data acquisition to deep learning, training and large-scale inference, and have delivered many industry firsts for industrial OEM and government customers.

 

4


 

As the fastest growing segment of the multi-billion-dollar edge computing market, AI enabled solutions require—and OSS delivers—the highest level of performance in the most challenging environments without compromise.

 

OSS products are available directly or through global distributors. For more information, go to www.onestopsystems.com. You can also follow OSS on X, YouTube, and LinkedIn.
 

Non-GAAP Financial Measures

We believe that the use of adjusted earnings before interest, taxes, depreciation and amortization, or adjusted EBITDA, is helpful for an investor to assess the performance of the Company. The Company defines adjusted EBITDA as income (loss) before interest, taxes, depreciation, amortization, acquisition expense, impairment of long-lived assets, financing costs, government funded programs, fair value adjustments from purchase accounting, stock-based compensation expense, and expenses related to discontinued operations.

Adjusted EBITDA is not a measurement of financial performance under generally accepted accounting principles in the United States, or GAAP. Because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact a company’s non-cash operating expenses, we believe that providing a non-GAAP financial measure that excludes non-cash and non-recurring expenses allows for meaningful comparisons between our core business operating results and those of other companies, as well as providing us with an important tool for financial and operational decision making and for evaluating our own core business operating results over different periods of time.

Our adjusted EBITDA measure may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in our industry may calculate non-GAAP financial results differently, particularly related to non-recurring and unusual items. Our adjusted EBITDA is not a measurement of financial performance under GAAP, and should not be considered as an alternative to operating income or as an indication of operating performance or any other measure of performance derived in accordance with GAAP. We do not consider adjusted EBITDA to be a substitute for, or superior to, the information provided by GAAP financial results.

 

 

 

 

 

For the Three Months Ended December 31,

 

 

For the Year Ended

December 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net loss

 

$

(3,134,782

)

 

$

(277,560

)

 

$

(13,634,333

)

 

$

(6,716,176

)

Depreciation and amortization of intangibles

 

 

226,417

 

 

 

263,743

 

 

 

1,041,837

 

 

 

1,077,516

 

Amortization of right-of-use assets, net of changes

   in lease liability

 

 

(2,488

)

 

 

(30,208

)

 

 

 

29,885

 

 

 

 

22,592

 

Stock-based compensation expense

 

 

564,176

 

 

 

454,461

 

 

 

1,988,125

 

 

 

2,345,358

 

Interest expense

 

 

3,206

 

 

 

29,662

 

 

 

74,116

 

 

 

117,774

 

Interest income

 

 

(100,805

)

 

 

(159,487

)

 

 

(477,745

)

 

 

(544,958

)

Impairment of goodwill

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,630,788

 

Employee retention credit (ERC)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,716,727

)

Provision for income taxes

 

 

157,120

 

 

 

41,796

 

 

 

726,502

 

 

 

927,128

 

Adjusted EBITDA

 

$

(2,287,156

)

 

$

322,407

 

 

$

(10,251,613

)

 

$

1,143,296

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5


 

FOOTNOTE: Adjusted EBITDA for the fourth quarter and full year ended December 31, 2024, included a charge related to contract losses of $1.2 million for incurred and anticipated costs to satisfy performance obligations on a customer-funded development contract that was entered into in 2023. Adjusted EBITDA for the full year ended December 31, 2024, also included inventory-related charges of $7.1 million.

(Dollars may not calculate due to rounding)

 

Adjusted EPS excludes the impact of certain items and, therefore, has not been calculated in accordance with GAAP. We believe that exclusion of certain selected items assists in providing a more complete understanding of our underlying results and trends and allows for comparability with our peer company index and industry. We use this measure along with the corresponding GAAP financial measures to manage our business and to evaluate our performance compared to prior periods and the marketplace. The Company defines non-GAAP income (loss) as income or (loss) before amortization, government funded programs, impairment of long lived assets, stock-based compensation, expenses related to discontinued operations, and acquisition costs. Adjusted EPS expresses adjusted income (loss) on a per share basis using weighted average diluted shares outstanding.

 

Adjusted EPS is a non-GAAP financial measure and should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. These non-GAAP financial measures may not be computed in the same manner as similarly titled measures used by other companies. We expect to continue to incur expenses similar to the adjusted income from continuing operations and adjusted EPS financial adjustments described above, and investors should not infer from our presentation of these non-GAAP financial measures that these costs are unusual, infrequent or non-recurring.

 

The following table reconciles non-GAAP net income and basic and diluted earnings per share:

 

 

 

For the Three Months Ended

December 31,

 

 

For the Full Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net loss

 

$

(3,134,782

)

 

$

(277,560

)

 

$

(13,634,333

)

 

$

(6,716,176

)

Amortization of intangibles

 

 

-

 

 

 

-

 

 

 

-

 

 

 

42,154

 

Impairment of goodwill

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,630,788

 

Employee retention credit (ERC)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,716,727

)

Stock-based compensation expense

 

 

564,176

 

 

 

454,461

 

 

 

1,988,125

 

 

 

2,345,358

 

Non-GAAP net loss

 

$

(2,570,606

)

 

$

176,901

 

 

$

(11,646,208

)

 

$

(414,603

)

Non-GAAP net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.12

)

 

$

0.01

 

 

$

(0.56

)

 

$

(0.02

)

Diluted

 

$

(0.12

)

 

$

0.01

 

 

$

(0.56

)

 

$

(0.02

)

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

21,120,396

 

 

 

20,632,300

 

 

 

20,953,397

 

 

 

20,854,777

 

Diluted

 

 

21,120,396

 

 

 

20,632,300

 

 

 

20,953,397

 

 

 

20,854,777

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOOTNOTE: Non-GAAP net loss for the fourth quarter and full year ended December 31, 2024, included a charge related to contract losses of $1.2 million for incurred and anticipated costs to satisfy performance obligations on a customer-funded development contract that was entered into in 2023.

6


 

Non-GAAP net loss for the full year ended December 31, 2024, also included an inventory charge of $6.1 million.

 

(Dollars may not calculate due to rounding)

 

Forward-Looking Statements

One Stop Systems cautions you that statements in this press release that are not a description of historical facts are forward-looking statements. These statements are based on the company's current beliefs and expectations. The inclusion of forward-looking statements should not be regarded as a representation by One Stop Systems or its partners that any of our plans or expectations will be achieved, including but not limited to, our ability to expand our product offerings and further penetrate our target markets, future demand for AI/ML integrations, expected or anticipated increase in revenues, and our business strategies. Actual results may differ from those set forth in this press release due to the risk and uncertainties inherent in our business, including risks described in our prior press releases and in our filings with the Securities and Exchange Commission (SEC), including under the heading "Risk Factors" in our latest Annual Report on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the company undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.


 

Media Contacts:
Robert Kalebaugh
One Stop Systems, Inc.
Tel (858) 518-6154

Email contact

 

Investor Relations:

Andrew Berger

Managing Director

SM Berger & Company, Inc.

Tel (216) 464-6400

Email contact

7


 

ONE STOP SYSTEMS, INC. (OSS)

CONSOLIDATED BALANCE SHEETS

 

 

 

Audited

 

 

Audited

 

 

 

December 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

6,794,093

 

 

$

4,048,948

 

Short-term investments

 

 

3,217,065

 

 

 

7,771,820

 

Accounts receivable, net

 

 

8,177,371

 

 

 

8,318,247

 

Inventories, net

 

 

13,176,156

 

 

 

21,694,748

 

Prepaid expenses and other current assets

 

 

836,364

 

 

 

611,066

 

Total current assets

 

 

32,201,048

 

 

 

42,444,829

 

Property and equipment, net

 

 

1,669,026

 

 

 

2,370,224

 

Operating lease right-of use assets

 

 

1,536,094

 

 

 

1,922,784

 

Deposits and other

 

 

38,093

 

 

 

38,093

 

Goodwill

 

 

1,489,722

 

 

 

1,489,722

 

Total Assets

 

$

36,933,982

 

 

$

48,265,652

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

2,068,017

 

 

$

1,201,781

 

Accrued expenses and other liabilities

 

 

4,806,675

 

 

 

3,202,519

 

Current portion of operating lease obligation

 

 

285,937

 

 

 

390,926

 

Current portion of notes payable

 

 

1,035,050

 

 

 

2,077,895

 

Total current liabilities

 

 

8,195,679

 

 

 

6,873,121

 

Deferred tax liability, net

 

 

52,574

 

 

 

44,673

 

Operating lease obligation, net of current portion

 

 

1,513,684

 

 

 

1,765,536

 

Total liabilities

 

 

9,761,937

 

 

 

8,683,330

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

Common stock, $0.0001 par value; 50,000,000 shares authorized; 21,148,810 and 20,661,341 shares issued and outstanding at December 31, 2024 and 2023, respectively

 

 

2,115

 

 

 

2,066

 

Additional paid-in capital

 

 

49,082,737

 

 

 

47,323,673

 

Accumulated other comprehensive income

 

 

140,254

 

 

 

675,310

 

Accumulated deficit

 

 

(22,053,061

)

 

 

(8,418,727

)

Total stockholders’ equity

 

 

27,172,045

 

 

 

39,582,322

 

Total Liabilities and Stockholders' Equity

 

$

36,933,982

 

 

$

48,265,652

 

 

 

 

 

 

 

 

 

 

8


 

ONE STOP SYSTEMS, INC. (OSS)

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars may not calculate due to rounding)

 

 

 

For the Three Months Ended December 31,

 

 

For the Year Ended

December 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

 14,280,939

 

 

$

12,335,554

 

 

$

51,003,350

 

 

$

59,200,580

 

Customer funded development

 

 

 859,207

 

 

 

 819,655

 

 

 

3,691,009

 

 

 

1,696,217

 

 

 

 15,140,146

 

 

 

 13,155,209

 

 

 

54,694,358

 

 

 

60,896,797

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

 

 10,829,859

 

 

 

 8,229,397

 

 

 

42,953,344

 

 

 

41,907,604

 

Customer funded development

 

 

 1,930,800

 

 

 

 491,242

 

 

 

4,022,707

 

 

 

1,034,571

 

 

 

 12,760,659

 

 

 

 8,720,639

 

 

 

46,976,051

 

 

 

42,942,175

 

Gross (loss) profit

 

 

 2,379,487

 

 

 

 4,434,570

 

 

 

7,718,307

 

 

 

17,954,622

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

 2,413,102

 

 

 

 1,970,746

 

 

 

8,971,909

 

 

 

9,264,447

 

Impairment of goodwill

 

 

 -

 

 

 

 -

 

 

 

-

 

 

 

5,630,788

 

Marketing and selling

 

 

 1,821,918

 

 

 

 1,667,765

 

 

 

8,005,982

 

 

 

6,651,516

 

Research and development

 

 

 1,250,377

 

 

 

 1,127,194

 

 

 

4,097,229

 

 

 

4,331,024

 

Total operating expenses

 

 

 5,485,397

 

 

 

 4,765,704

 

 

 

21,075,120

 

 

 

25,877,775

 

Loss from operations

 

 

 (3,105,910

)

 

 

 (331,134

)

 

 

(13,356,813

)

 

 

(7,923,153

)

Other income (expense), net:

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 100,805

 

 

 

 159,487

 

 

 

477,745

 

 

 

544,958

 

Interest expense

 

 

 (3,206

)

 

 

 (29,662

)

 

 

(74,116

)

 

 

(117,774

)

Employee retention credit (ERC)

 

 

 -

 

 

 

 418,431

 

 

 

-

 

 

 

1,716,727

 

Other income (expense), net

 

 

 30,647

 

 

 

 (452,886

)

 

 

45,353

 

 

 

(9,806

)

Total other income, net

 

 

 128,246

 

 

 

 95,370

 

 

 

448,982

 

 

 

2,134,105

 

Loss before income taxes

 

 

 (2,977,664

)

 

 

 (235,764

)

 

 

(12,907,831

)

 

 

(5,789,048

)

Provision for income taxes

 

 

 157,119

 

 

 

 41,796

 

 

 

726,502

 

 

 

927,128

 

Net loss

 

$

 (3,134,783

)

 

$

(277,560

)

 

$

(13,634,333

)

 

$

(6,716,176

)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.15

)

 

$

(0.01

)

 

$

(0.65

)

 

$

(0.32

)

Diluted

 

$

(0.15

)

 

$

(0.01

)

 

$

(0.65

)

 

$

(0.32

)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 21,120,396

 

 

 

 20,632,300

 

 

 

20,953,397

 

 

 

20,854,777

 

Diluted

 

 

 21,120,396

 

 

 

 20,632,300

 

 

 

20,953,397

 

 

 

20,854,777

 

 

9


 

ONE STOP SYSTEMS, INC. (OSS)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

For the Twelve Months Ended December 31,

 

 

2024

 

 

2023

Cash flows from operating activities:

 

 

 

 

 

Net loss

 

$

(13,634,333

)

 

$

(6,716,176)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

Deferred income taxes

 

 

28,082

 

 

 

(95,496)

Loss (gain) on disposal of property and equipment

 

 

354

 

 

 

-

Provision for bad debt

 

 

85,447

 

 

 

4,160

 Impairment of goodwill

 

 

-

 

 

 

5,630,788

Warranty reserves

 

 

(79,962

)

 

 

11,846

Amortization of intangibles

 

 

-

 

 

 

42,154

Depreciation

 

 

1,041,837

 

 

 

1,035,362

Amortization of right-of-use assets

 

 

377,206

 

 

 

1,241,445

Inventory reserves

 

 

7,348,390

 

 

 

962,458

Stock-based compensation expense

 

 

1,988,125

 

 

 

2,345,358

Employee retention credit

 

 

-

 

 

 

(1,716,727)

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

 

(190,339

)

 

 

3,095,701

Inventories

 

 

658,303

 

 

 

(1,636,153)

Prepaid expenses and other current assets

 

 

(238,554

)

 

 

(100,848)

Accounts payable

 

 

926,231

 

 

 

(3,408,487)

Accrued expenses and other liabilities

 

 

1,928,436

 

 

 

83,789

Operating lease liabilities

 

 

(347,321

)

 

 

(1,218,853)

Net cash provided by operating activities

 

 

(108,098

)

 

 

(439,679)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Redemption of short-term investment grade securities

 

 

4,553,535

 

 

 

2,342,552

Purchases of property and equipment, including capitalization of labor

 

 

(362,748

)

 

 

(821,753)

Net cash provided by investing activities

 

 

4,190,787

 

 

 

1,520,799

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from exercise of stock options and warrants

 

 

237,749

 

 

 

62,422

Payment of payroll taxes on net issuance of employee stock options

 

 

(466,762

)

 

 

(597,856)

Repayments on notes payable

 

 

(954,939

)

 

 

(1,352,637)

Employee retention credit benefit

 

 

-

 

 

 

1,716,727

Net cash (used in) provided by financing activities

 

 

(1,183,952

)

 

 

(171,344)

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

2,898,737

 

 

 

909,776

Effect of exchange rates on cash

 

 

(153,592

)

 

 

26,977

Cash and cash equivalents, beginning of period

 

 

4,048,948

 

 

 

3,112,196

Cash and cash equivalents, end of period

 

$

6,794,093

 

 

$

4,048,948

 

 

 

 

 

 

 

10