10-K: Franklin Wireless Reports Strong Revenue Growth, Reduced Loss
Annual Report
Franklin Wireless Corp. announced a significant increase in net sales and a substantial reduction in its net loss for fiscal year 2025, driven by strong North American demand.
Summary
- Net sales increased by 49.6% to $46.09 million for the fiscal year ended June 30, 2025, up from $30.80 million in the prior year.
- Gross profit surged by 125.6% to $7.92 million, with the gross profit margin improving to 17.2% from 11.4% in fiscal 2024.
- The net loss significantly narrowed to $0.14 million in fiscal 2025, compared to a net loss of $4.17 million in fiscal 2024.
- Operating activities generated $1.84 million in cash, a positive shift from a cash usage of $0.77 million in the previous year.
- Cash and cash equivalents, along with short-term investments, totaled $40.63 million as of June 30, 2025.
- The company holds a 66.3% ownership in Franklin Technology Inc. (FTI) and a 60% ownership in Sigbeat Inc., a new joint venture formed on May 14, 2024.
- A $1.0 million gain from a legal settlement with OC Kim, the President, and a $0.25 million gain from the forgiveness of accrued marketing development fund liability contributed to other income.
- Capitalized product development costs in progress reached $452,676 as of June 30, 2025, up from $0 in the prior year.
- Accrued bonuses to an officer (OC Kim) increased to $2.63 million from $0.88 million in fiscal 2024, with a remaining settlement balance of $662,596 owed by Mr. Kim.
Sentiment
Score: 6
Explanation: The company demonstrated strong revenue growth and a significant reduction in net loss, along with positive operating cash flow. However, it remains unprofitable, faces new litigation, and has complex related-party transactions, which temper the overall positive financial trends.
Positives
- Net sales increased by a robust 49.6% to $46.09 million, primarily driven by increased demand from major carrier customers in North America.
- Gross profit more than doubled, increasing by 125.6% to $7.92 million, reflecting a higher proportion of higher-margin products sold and lower per-unit costs.
- Gross profit margin improved significantly to 17.2% in fiscal 2025 from 11.4% in fiscal 2024.
- Net loss was substantially reduced to $0.14 million, a significant improvement from the $4.17 million loss in the prior year.
- Operating cash flow turned positive, providing $1.84 million in cash compared to using $0.77 million in the previous year.
- Cash and short-term investments increased to $40.63 million, indicating strong liquidity.
- The company successfully settled the Ali shareholder class action for $2.4 million, reducing a significant legal contingency.
- The Harwood and Martin derivative actions resulted in only nominal damages of $0.99 against a single director, with no damages against other defendants, and the Pape action was dismissed.
- The formation of Sigbeat Inc. as a joint venture with an EMS partner, with a $2.0 million capital contribution from Forge, strengthens strategic partnerships and expands market reach for telecommunications modules.
Negatives
- Despite significant improvements, the company still reported a net loss of $0.14 million for the fiscal year.
- Net sales in Asia decreased sharply by 94.2% to $5,657, indicating a significant decline in that market.
- Operating expenses increased by 14.1% to $10.78 million, driven by higher payroll and R&D costs.
- A new legal proceeding was initiated against the South Korea-based subsidiary, FTI, by Partron Co., Ltd., claiming damages of $8.13 million.
- The company has a significant accrued bonus liability of $2.63 million to an officer (OC Kim), with no payment made as of June 30, 2025.
- A receivable of $662,596 from OC Kim, the President, remains outstanding from a $1.0 million litigation settlement, partially offset by a non-cash option repurchase transaction.
- The purpose of the $10.0 million loan to FTI, to purchase a facility in South Korea, has not yet been fulfilled, and the loan proceeds are subject to foreign exchange fluctuations.
Risks
- The company may need additional financing for product development, and adequate funds may not be available on satisfactory terms, potentially leading to delays or abandonment of programs.
- There is a risk of infringing the intellectual property rights of others, which could lead to substantial damages, litigation costs, injunctions, or the need for costly licenses or non-infringing alternatives.
- Operating in an intensively competitive market with competitors having significantly greater resources could result in price reductions and smaller customer orders.
- The high-risk telecom sector involves volatility, an evolving revenue model, and reliance on successful product development and sales, with no guarantee of achieving market acceptance or customer loyalty.
- The high-risk hardware design industry faces potential latent design flaws, component defects, and manufacturing defects, which could lead to quality issues, product liability claims, recalls, and significant expenses.
- Some products include lithium batteries, which pose dangers such as thermal runaway, fires, explosions, toxic gas release, hydrofluoric acid exposure, burns, and chemical exposure.
- The high-risk software industry is prone to latent design flaws, security defects, code failures due to system updates, and hacking/malicious actions.
- Failure to predict and comply with evolving wireless standards could adversely affect the ability to introduce and sell new products.
- Dependence on the demand for wireless network capacity means product sales could decline if wireless operators do not deliver acceptable service or experience financial/network difficulties.
- Pandemic outbreaks can cause volatile changes in market demand (rise and fall) and disrupt supply chains, manufacturing, and shipping.
- Dependence on collaborative arrangements means the inability to enter or maintain these could hinder product development and commercialization.
- Loss of any material customers could adversely affect revenues and profitability, as the two largest customers represented 60.9% and 33.5% of consolidated net sales in fiscal 2025.
- Product deliveries are subject to long lead times (often more than 45 days), potentially leading to lost customers and higher working capital requirements.
- Failure to quickly enter the market and establish an early mover advantage could seriously impair business success.
- Expansion into international operations exposes the company to increased credit risks, regulatory changes, exchange rate fluctuations, intellectual property enforcement uncertainties, language barriers, and potential adverse tax consequences or tariffs.
- Government regulation, including FCC and other certifications, could result in increased costs or inability to sell products if approvals are not obtained or requirements change.
- Reliance on third parties for manufacturing and warehousing exposes the company to risks outside its control, including delays, capacity constraints, or quality control problems.
- Dependence on sole source suppliers for some components could harm product availability and sales if suppliers cannot meet demand or alternatives are unavailable.
- Natural disasters, public health crises, political crises, and other catastrophic events could damage facilities or impact consumer spending.
- Disruptions in the transportation network or increased shipping costs could prevent timely product delivery and increase operating expenses.
- Inability to adequately control costs or maintain supply of components and raw materials could negatively impact operations.
- Ineffective management of sales channel inventory and product mix could lead to excess inventory costs or lost sales.
- Product liability, replacement, or recall costs could adversely affect business and financial performance.
- Reliance on third-party software and intellectual property means significant increases in licensing costs or defects could harm the business.
- Incompatibility with third-party technologies could lead to loss of functionality and adversely affect customer acquisition and retention.
- Evolving data privacy regulations and changes in applicable laws may increase compliance expenditures or limit solution offerings.
- Enhanced United States fiscal, tax, and trade restrictions could adversely affect business.
- Increasing focus on environmental sustainability and social initiatives could increase costs, harm reputation, and impact financial results.
- A governmental challenge to transfer pricing policies or practices could impose significant costs.
- Acquisition or divestiture transactions could have an adverse effect on financial condition.
- Impairment of goodwill and acquired intangible assets could require a significant charge to earnings.
- The company's share price has been highly volatile in the past and could be in the future.
- The ability to use net operating loss carryforwards and certain other tax attributes may be limited.
- The price of the stock may be vulnerable to manipulation, including through short sales.
- Concentrated ownership of common stock means certain stockholders may exercise significant influence.
- No recurring dividends are paid, so return on investment depends on stock price appreciation.
- Failure to maintain an effective system of internal controls over financial reporting could adversely affect investor confidence and stock price.
- Inaccurate accounting estimates and assumptions could adversely affect actual results.
- Changes to accounting systems or new implementations may be ineffective or cause delays in financial reporting.
- Changes to existing accounting pronouncements or taxation rules could cause adverse fluctuations in reported results.
- Quarterly operating results have fluctuated and may fluctuate in the future, causing stock price volatility.
- Despite cybersecurity efforts, risks cannot be eliminated, and undetected incidents or ineffective controls could occur.
Future Outlook
Management anticipates revenue growth will be influenced by maintaining existing customers, increasing demand for wireless data products, customer acceptance of new products, new customer relationships, ability to meet demands, and maintaining good relationships with manufacturing partners and suppliers. The company is working to improve and enhance its software service offerings to address declining demand for mobile device management (MDM) services in the post-pandemic economy. The company believes its current cash and short-term investments of $40.6 million are sufficient to satisfy cash requirements through at least June 30, 2026, but may require over $2 million for capital expenditures, software licenses, and new product testing/certification in the next twelve months.
Management Comments
- Our revenue growth will be influenced largely by (1) the successful maintenance of our existing customers, (2) the rate of increase in demand for wireless data products, (3) customer acceptance of our new products, (4) new customer relationships and contracts, (5) our ability to meet customers demands, (6) our ability to maintain good relationships with our manufacturing partners and suppliers, and (7) the defect rates experienced by end users of our hardware and software products.
- We are also seeing that demand from end-users has been shifting in the post-pandemic economy as remote education and work from home trends are declining. Current demand for mobile device management (MDM) services has been declining. We are working to improve and further enhance our software service offerings to address this change in the market.
- We believe we have sufficient available capital to cover our existing operations and obligations through at least June 30, 2026.
Industry Context
Franklin Wireless operates in the highly competitive and volatile wireless broadband data access market, which is characterized by rapidly changing 5G and 4G LTE technologies. The company's success is tied to the demand for wireless network capacity and its ability to continuously innovate in areas like IoT and M2M applications. The industry faces risks from latent design flaws, component defects, manufacturing issues, and cybersecurity threats in both hardware and software. Post-pandemic shifts are impacting demand for certain services like MDM, requiring companies to adapt their offerings. The company's reliance on a few major customers and third-party manufacturers is typical for the sector but also introduces concentration risks.
Comparison to Industry Standards
- The filing does not provide specific comparable companies or global benchmarks to assess results against industry standards. However, it notes that the wireless broadband data access market is highly competitive, with many competitors possessing significantly greater financial, technical, and marketing resources. This implies that Franklin Wireless operates in a challenging environment where continuous investment in R&D, sales, marketing, and customer support is crucial to remain competitive.
- The company's gross margin improvement to 17.2% from 11.4% is a positive trend, but without direct industry comparisons, it's difficult to ascertain if this is above, below, or in line with peers in the 5G/4G hardware and software solutions space.
- The significant revenue growth of 49.6% suggests strong market penetration or increased demand for its specific product offerings, potentially outperforming some industry segments, but this needs to be contextualized against overall market growth rates for 5G/4G devices and IoT solutions.
- The company's continued net loss, despite substantial reduction, indicates that it has not yet achieved sustainable profitability, which might be a common challenge for companies in high-growth, high-R&D sectors, but could also signal a need for further operational efficiencies compared to more established, profitable industry players.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chairman of the Board | N/A | Johnathan Chee | February 2025 | Appointed from existing director role. |
| Director | Gary Nelson | Ira Greenstein | February 2025 | Appointed to replace Gary Nelson, who resigned. |
| Acting Chief Financial Officer | William Bauer | Reid Granados | January 1, 2025 | Appointment of Reid Granados; William Bauer resigned from this role but retained other positions. |
| Senior Vice President of Sales | Chief Operating Officer | Yun J. (David) Lee | July 2023 | Change in title and responsibilities. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Committee Composition | Ira Greenstein appointed to the Audit Committee. | February 2025 | Strengthens audit oversight with a new independent director. |
| Policy Adoption | Adopted a Policy on Recoupment of Executive Incentive Compensation, effective October 13, 2023, in compliance with Nasdaq Listing Rule 5608 and SEC Rule 10D-1. | October 13, 2023 | Enhances corporate accountability by allowing recovery of erroneously awarded incentive compensation. |
| Compensation Policy | Board approved a $10,000 increase to the Chairman's annual compensation, bringing it to $30,000, effective fiscal year 2026. | June 24, 2025 (effective FY2026) | Adjusts executive compensation for the Chairman, potentially reflecting increased responsibilities or market rates. |
Legal Proceedings
- Verizon Jetpack Recall: Voluntary recall of approximately 2.5 million Verizon Ellipsis Jetpack mobile hotspot devices due to overheating lithium-ion batteries. No liability recorded as the cause is unidentified and liability is not probable or estimable.
- FTI Litigation in Korea: South Korea-based subsidiary, FTI, was sued by Partron Co., Ltd. for $8,126,786, alleging breach of a confidentiality agreement and failure to purchase semiconductor components. FTI intends to vigorously oppose the action.
- Shareholder Litigation (Ali): Class action alleging prior knowledge of the Verizon recall. Settled for $2,400,000, which was paid on May 6, 2024.
- Shareholder Litigation (Harwood/Martin): Consolidated derivative actions alleging prior knowledge of the recall. A jury verdict on December 19, 2024, found only nominal damages of $0.99 against a single director, with no damages against other defendants.
- Shareholder Litigation (Pape): Derivative action, formally dismissed on August 12, 2025, following the outcome of the Harwood and Martin actions.
- Short-Swing Profits Litigation (Nosirrah Management LLC v. OC Kim): Jury verdict on October 19, 2023, for $2,000,000 against OC Kim. Settled on June 12, 2024, for $1,000,000. Payment was deferred via a Forbearance Agreement and partially settled through a non-cash option repurchase, leaving a remaining balance of $662,596 owed by Mr. Kim.
Related Party Transactions
- Forbearance Agreement with OC Kim (President): Mr. Kim agreed to defer a $1,250,000 incentive bonus in exchange for the company deferring his $1,000,000 settlement payment from the Short-Swing Profits Litigation.
- Option Repurchase Agreement with OC Kim: The company repurchased vested stock options from Mr. Kim for $746,067. Of this, $408,663 was withheld for taxes, and the remaining $337,404 was applied to offset his receivable balance, with no direct cash payment to Mr. Kim.
- Purchases from Forge International Co., Ltd. (EMS partner and Sigbeat JV partner): The company purchased electronic manufacturing services totaling approximately $13.7 million in fiscal 2025 (up from $177,000 in fiscal 2024), with related accounts payable of approximately $5.6 million as of June 30, 2025.
- Loan Agreement with FTI (majority-owned subsidiary): A $10,000,000 loan was provided to FTI for facility purchase and working capital. This is an intercompany transaction eliminated in consolidated financials, but FTI has not yet acquired the facility.
Stakeholder Impact
- Shareholders: Experienced a significant reduction in net loss and positive operating cash flow, potentially improving investor confidence. However, ongoing legal proceedings and related party transactions, particularly with the CEO, introduce governance and financial complexities. The stock price remains volatile.
- Employees: The company had 67 employees as of June 30, 2025, and implemented a retirement program (CalSavers). Management changes occurred, including a new Acting CFO. Executive compensation includes base salary, incentive compensation, and stock options, with a new recoupment policy in place.
- Customers: Increased demand from major carrier customers in North America drove significant revenue growth. The Verizon Jetpack recall and potential product defects pose risks to customer satisfaction and safety. Long lead times could also impact customer relationships.
- Suppliers/Manufacturers: The company relies on two primary manufacturing companies in Asia and two main suppliers for wireless data products, creating concentration risk. Forge International Co., Ltd. is a key EMS partner and joint venture participant.
- Creditors: Improved liquidity with increased cash and short-term investments, and positive operating cash flow, may be viewed favorably. However, the outstanding loan to FTI and the receivable from the CEO are notable items.
Next Steps
- Continue efforts to maintain existing customers and secure new customer relationships and contracts.
- Focus on customer acceptance of new products and meeting customer demands.
- Maintain good relationships with manufacturing partners and suppliers.
- Improve and enhance software service offerings to address declining demand for MDM services.
- Manage the ongoing FTI litigation in Korea, which involves an $8.13 million claim.
- Address the remaining $662,596 settlement balance owed by OC Kim.
- FTI to acquire a facility in South Korea as per the $10.0 million loan agreement.
- Monitor and comply with new accounting pronouncements (ASU 2023-09 and ASU 2024-03) for future disclosures.
Key Dates
| Date | Description |
|---|---|
| 1982 | Company incorporated in California. |
| September 2003 | OC Kim became President, Secretary, and a Director; Accetio Inc. merged with Franklin Telecommunications Corp. and was renamed Franklin Wireless Corp. |
| January 2, 2008 | Company reincorporated in Nevada. |
| September 2009 | Johnathan Chee became a director. |
| September 9, 2015 | Lease signed for office space in San Diego, California (expired December 2023). |
| October 1, 2020 | Change of Control Agreements entered into with OC Kim and Yun J. (David) Lee. |
| July 2020 | Board of Directors adopted the 2020 Franklin Wireless Corp. Stock Option Plan. |
| April 8, 2021 | Verizon issued a press release announcing a voluntary recall of certain Verizon Ellipsis Jetpack mobile hotspot devices. |
| April 16, 2021 | Shareholder action, Ali vs. Franklin Wireless Corp. et al., filed in U.S. District Court, Southern District of California. |
| July 22, 2021 | Short-Swing Profits Litigation (Nosirrah Management LLC v. Franklin Wireless et al.) filed against OC Kim. |
| October 29, 2021 | Legal action (Harwood) filed against Franklin. |
| December 15, 2021 | Legal action (Martin) filed against Franklin. |
| January 2022 | Company implemented the CalSavers retirement program. |
| March 21, 2022 | Franklin Wireless Corp. entered into a Loan Agreement with its South Korean subsidiary, FTI, for US$10,000,000. |
| October 2022 | Bill Bauer began serving as General Counsel and Director of Strategic Affairs, and as Acting Chief Financial Officer until January 1, 2025. |
| November 10, 2022 | Amendment to the employment agreement with OC Kim entered into. |
| July 2023 | Yun J. (David) Lee began serving as Senior Vice President of Sales (previously Chief Operating Officer). |
| October 19, 2023 | Jury returned a verdict of $2,000,000 in favor of the Company against OC Kim in the Short-Swing Profits Litigation. |
| December 7, 2023 | Company received an invoice from its prior landlord, Hunsaker & Associates, for additional rent. |
| December 2023 | Prior office lease in San Diego, California, expired. |
| January 1, 2024 | New office lease in San Diego, California, commenced. |
| January 24, 2024 | Court denied preliminary approval of the Ali class action settlement. |
| April 22, 2024 | Court granted preliminary approval of the Ali class action settlement. |
| May 6, 2024 | $2,400,000 paid for the Ali class action settlement. |
| May 14, 2024 | Company entered into an Agreement for Formation of a Joint Venture Corporation (Sigbeat). |
| June 12, 2024 | Settlement agreement entered with OC Kim for $1,000,000 in the Short-Swing Profits Litigation. |
| June 20, 2024 | Company entered into a Purchase and Supply Agreement with Forge International Co., Ltd. |
| July 2024 | Sigbeat entered into a stock subscription agreement with Forge. |
| August 31, 2024 | FTI office leases expired and were extended for an additional 24 months to August 31, 2026. |
| September 2024 | OC Kim's employment agreement was renewed and extended by the Board through October 2027. |
| September 11, 2024 | Amendment No. 2 to Change of Control Agreements with OC Kim and Yun J. (David) Lee. |
| September 23, 2024 | Forbearance Agreement entered into with OC Kim regarding a deferred bonus and settlement payment. |
| December 1, 2024 | Corporate vehicle lease commenced in San Diego, California (expires November 30, 2027). |
| December 2024 | Jury trial held for the consolidated Harwood and Martin actions. |
| December 19, 2024 | Jury returned a verdict of nominal damages ($0.99) against a single director in the Harwood and Martin actions. |
| December 23, 2024 | Company contributed $600,000 to Sigbeat for Common Stock. |
| January 1, 2025 | Reid Granados appointed Acting Chief Financial Officer; William Bauer resigned as Acting Chief Financial Officer. |
| January 9, 2025 | Company contributed $2,400,000 to Sigbeat for Common Stock. |
| January 16, 2025 | Forge contributed $2,000,000 to Sigbeat for Common Stock; Company accrued deferred incentive bonus of $1,250,000 to OC Kim and recognized a receivable for the deferred $1,000,000 settlement amount. |
| January 2025 | South Korea-based subsidiary, FTI, was sued by Partron Co., Ltd. for $8,126,786. |
| February 2025 | Ira Greenstein appointed to the Board of Directors; Johnathan Chee became Chairman of the Board. |
| February 17, 2025 | Gary Nelson resigned from the Board of Directors. |
| May 8, 2025 | Company entered into an Option Repurchase Agreement with OC Kim for $746,067 (non-cash settlement). |
| June 11, 2025 | Gary Nelson passed away. |
| June 24, 2025 | Board of Directors approved a $10,000 increase to the Chairman's annual compensation, effective fiscal year 2026. |
| June 30, 2025 | Fiscal year end. |
| August 12, 2025 | The Pape legal action was formally dismissed. |
| September 4, 2025 | Seoul, Korea corporate housing facility lease expired and was extended for an additional 12 months to September 4, 2026. |
| September 29, 2025 | Date of filing of this Annual Report on Form 10-K. |
| June 30, 2026 | Company believes it has sufficient available capital to cover existing operations and obligations through at least this date. |
| August 31, 2026 | FTI office leases expire. |
| September 4, 2026 | Seoul corporate housing lease expires. |
| November 30, 2027 | San Diego corporate vehicle lease expires. |
| October 2027 | Change of Control Agreements with OC Kim and Yun J. (David) Lee extended through this date; OC Kim's employment agreement extended through this date. |
| After December 15, 2024 | ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740), is effective for annual periods. |
| After December 15, 2026 | ASU No. 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40), is effective for annual reporting periods. |
| After December 15, 2027 | ASU No. 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40), is effective for interim reporting periods. |
| 2043 | State net operating loss carryforwards begin to expire. |
Recommendation
holdWhile Franklin Wireless Corp. demonstrated strong top-line growth with a 49.6% increase in net sales and a substantial reduction in net loss, the company remains unprofitable. The significant improvement in net loss was partly aided by non-recurring items like a $1.0 million litigation settlement income and $0.25 million in forgiveness of liabilities. New litigation against its FTI subsidiary for $8.13 million introduces fresh legal uncertainty, and ongoing related-party transactions with the CEO, including a deferred bonus and an outstanding settlement balance, raise governance concerns. Given the mixed financial performance, the presence of new and unresolved legal issues, and the inherent risks of operating in a highly competitive and volatile industry, a 'hold' recommendation is appropriate. Investors should monitor the company's progress towards sustainable profitability from core operations and the resolution of its legal and related-party complexities.
Keywords
Wireless Solutions, 5G, 4G LTE, Mobile Hotspots, Fixed Wireless Routers, MDM, IoT, M2M, Telecommunications, Networking, Hardware, Software, SEC Filing, 10-K, Financial Results
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