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AATC Autoscope Technologies

Filed: 12 Aug 19, 4:32pm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

x          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

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: 0-26056

Image Sensing Systems, Inc.

(Exact Name of Registrant as Specified in its Charter)

Minnesota

 

41-1519168

State or Other Jurisdiction of

Incorporation or Organization

 

I.R.S. Employer Identification No.

 

 

 

500 Spruce Tree Centre

 

 

1600 University Avenue West

 

 

St. Paul, MN

 

55104

Address of Principal Executive Offices

 

Zip Code

 

(651) 603-7700

Registrant’s Telephone Number, Including Area Code

 

Not Applicable

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report


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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueISNSThe NASDAQ Capital Market
Preferred Stock Purchase RightsISNSThe NASDAQ Capital Market

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 every Interactive Data File required to be submitted 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 such files).  Yes x    No ¨

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

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨ 

Smaller reporting company x


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.    ¨


1



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ¨    No x

 Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding at July 31, 2019

Common Stock, $0.01 par value per share

 

5,309,259 shares


2


 

IMAGE SENSING SYSTEMS, INC.

TABLE OF CONTENTS 

 

3


 

 

Image Sensing Systems, Inc.

(in thousands)


June 30,

2019

 

December 31,


(Unaudited)

 

2018

ASSETS








Current assets:








Cash and cash equivalents

$

4,229

 


$

4,236

 

Accounts receivable, net of allowance for doubtful accounts of $73 and $72, respectively


3,548

 



3,830

 

Inventories


681

 



1,289

 

Prepaid expenses and other current assets


463

 



410

 

Total current assets

8,921

 



9,765

 




 





Property and equipment:



 





Furniture and fixtures


    162

 



162

 

Leasehold improvements


  6




8

 

Equipment


1,224

 



1,058




   1,392

 



1,228


Accumulated depreciation


   985

 



882




407

 



346

 









Operating lease assets, net


309





Intangible assets, net 


3,780

 



3,317

 

Deferred income taxes


58




56

 

TOTAL ASSETS

$

13,475



$

13,484










LIABILITIES AND SHAREHOLDERS' EQUITY








Current liabilities:








Accounts payable

$

      426

 


$

878

 

Deferred revenue
84


716

Warranty


   564

 



656

 

Accrued compensation


     87

 



 224

 

Operating lease obligations
259



Other current liabilities

 

302

 



373

 

Total current liabilities


1,722

 



 2,847










Operating lease obligations

51





TOTAL LIABILITIES


1,773




 2,847

 




 




 

Shareholders' equity:








Preferred stock, $0.01 par value; 5,000,000 shares authorized, none issued or outstanding






Common stock, $0.01 par value; 20,000,000 shares authorized, 5,309,259 and 5,278,485


 




  

 issued and outstanding at June 30, 2019 and December 31, 2018, respectively


52

 



   52

 

Additional paid-in capital


 24,637




24,550


Accumulated other comprehensive loss


(382

)



(372

)

Accumulated deficit


(12,605

)



(13,593

)

Total shareholders' equity


11,702

 



10,637

 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$

13,475



$

13,484


 








See accompanying notes to the condensed consolidated financial statements.                           

 


 



 

 

 

4


Image Sensing Systems, Inc.

(Unaudited)

(in thousands, except per share data)


 
Three-Month
Periods Ended
June 30,

Six-Month
Periods Ended
June 30,
 
2019
2018
2019   2018

Revenue:










       

Product sales


$
2,020

$1,376


$3,641  $

2,220

 

Royalties



2,205


2,517


 3,956   4,683 
 

4,225


3,893

 7,597   6,903 

Cost of revenue:










       

Product sales



1,108


609

 1,793   964 
  Royalties

91


92


 183   184 
 

1,199


701

 1,976   1,148 

Gross profit



3,026


3,192

 5,621   5,755 
 








       

Operating expenses:










       

 Selling, general and administrative



1,682


1,765


 3,347   3,526 

 Research and development



697


916

 1,317   1,735 
Restructuring charges







2



 

2,379


2,681

 4,666   5,261 

Operating income from operations



647


511


 955   494

Income from operations before income taxes



647



511


 955   494
Income tax expense












Net income


$647

$511

$955  $494

Net income per share:










       

Basic


$0.12

$0.10


$0.18  $0.10

Diluted


$
0.12


$0.10

$0.18  $0.10
 








       

Weighted average number of common shares outstanding:










     
 

Basic



5,244


5,206

 5,234   5,194 

Diluted



5,259



5,219

 5,248   5,194 

 










       

See accompanying notes to the condensed consolidated financial statements.

 

5


Image Sensing Systems, Inc.

(Unaudited)

(in thousands)

 



Three-Month Periods Ended

June 30,


Six-Month Periods Ended

June 30,



2019
2018
2019 2018

Net income


$647

$511

$955  $494

Other comprehensive income (loss):










       

Foreign currency translation adjustment



(40)

(16)
 (10)  (17)

Comprehensive income


$607

$495

$945  $477











       
See accompanying notes to the condensed consolidated financial statements.                         

 

6


Image Sensing Systems, Inc.

(Unaudited)

(in thousands)

 

 

Six-Month Periods Ended
June 30,

 

2019

 

2018

Operating activities:

 

 

 


 

 

 

Net income

$

955

 


$

494




 




 

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



 




 

Depreciation

 

99

 


 

126

 

Software amortization

 

299

 


 

231

 

Stock-based compensation

 

104

 


 

123

 

Loss on disposal of assets

 

 


 

1

 

Changes in operating assets and liabilities:

 

 

 


 

 

 

Accounts receivable, net

 

282


 

365

Inventories


608


 

(313

Prepaid expenses and other current assets

 

(53

)


 

(136

)

Accounts payable

 

(451

)


 

206

Accrued expenses and other current liabilities

 

(900

)


 

(396

)
            Other (Lease asset and obligations)
1




Net cash provided by operating activities

 

944

 


 

701

 




 




 

Investing activities:

 

 

 


 

 

 

Capitalized software development costs

 

(762

)


 

(102

Purchases of property and equipment

 

(160

)


 

(79

Net cash used for investing activities 

 

(922

) 

 

(181

)

 

 

 

 


 

 

 

Financing activities:

 

 

 

 

 

 

 

         Stock for tax withholding

 

(21

) 

 

(10

)
         Proceeds from stock options exercised
4



Net cash used for financing activities

 

(17

) 

 

(10

)

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

(12

)


 

(10

)

Change in cash and cash equivalents

 

(7

)


 

500

 

 

 

 


 

 

 

Cash and cash equivalents at beginning of period

 

4,236

 


 

3,190

 

Cash and cash equivalents at end of period

$

4,229

 


$

3,690

 




 




 




 




 

Non-Cash investing and financing activities:

 

 

 


 

 

 

Purchase of property and equipment in accounts payable

$

5

 


$

2

 









See accompanying notes to the condensed consolidated financial statements.

 

7



IMAGE SENSING SYSTEMS, INC.
(in thousands, except share data)


Three-Month Period Ended June 30, 2018

Shares

Issued


Common

Stock


Additional

Paid-In

Capital


Accumulated

Other

Comprehensive

Loss


Accumulated

Deficit


Total























Balance, March 31, 20185,256,226

$52

$24,429

$(311)
$(15,472)
$8,698























Stock-based compensation13,583





38








38
Comprehensive income (loss):















Foreign currency translation adjustment








(16)




(16)
Net income










511


511
Balance, June 30, 20185,269,809


52


24,467


(327)

(14,961)

9,231
























Three-Month Period Ended June 30, 2019


Shares

Issued


Common

Stock


Additional

Paid-In

Capital


Accumulated

Other

Comprehensive

Loss


Accumulated

Deficit


Total
























Balance, March 31, 20195,293,941

$52

$24,592

$(342)
$(13,252)
$11,050























Stock-based compensation16,996





54








54
Stock for tax withholding(1,678)




(9)







(9)
Comprehensive income (loss):





















Foreign currency translation adjustment








(40)




(40)
Net income











647


647
Balance, June 30, 20195,309,259

$52

$24,637

$(382)
$(12,605)
$11,702























See accompanying notes to the condensed consolidated financial statements 

8




Six-Month Period Ended June 30, 2018


Shares

Issued


Common

Stock


Additional

Paid-In

Capital


Accumulated

Other

Comprehensive

Loss


Accumulated

Deficit


Total























Balance, December 31, 20175,210,448

$51

$24,355

$(310)
$(15,455)
$8,641























Stock-based compensation 

61,609


1


122








123
Stock for tax withholding(2,248)












Comprehensive income (loss):





















Foreign currency translation adjustment








(17)




(17)
Net income











494

494
Balance, June 30, 20185,269,809

$52

$24,467

$(327)
$(14,961)
$9,231
























Six-Month Period Ended June 30, 2019


Shares

Issued




Common

Stock




Additional

Paid-In

Capital




Accumulated

Other

Comprehensive

Loss




Accumulated

Deficit




Total























Balance, December 31, 20185,278,485

$52

$24,550

$(372)
$(13,593)
$10,637























Stock-based compensation33,814





104








104
Stock options exercised1,000





4








4
Stock for tax withholding(4,040)




(21)







(21)
Comprehensive income:





















Foreign currency translation adjustment








(10)




(10)
Net income











955


955
Cumulative effect from adoption of ASU No. 2016-02 











33


33
Balance, June 30, 20195,309,259

$52

$24,637

$(382)
$(12,605)
$11,702























See accompanying notes to the condensed consolidated financial statements

 
9


IMAGE SENSING SYSTEMS, INC.

(Unaudited) 

June 30, 2019

 

Note A: Basis of Presentation

 

Image Sensing Systems, Inc. (referred to in this Quarterly Report on Form 10-Q as "we," "us," "our" and the "Company") develops and markets video and radar processing products for use in applications such as intersection control, highway, bridge and tunnel traffic management and traffic data collection. We sell our products primarily to distributors and also receive royalties under a license agreement with a manufacturer/distributor for certain of our products. Our products are used primarily by governmental entities.

 

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q, which require the Company to make estimates and assumptions that affect amounts reported. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. It is the opinion of management that the unaudited condensed consolidated financial statements include all adjustments consisting of normal recurring accruals considered necessary for a fair presentation. All significant intercompany balances and transactions have been eliminated.

 

Operating results for the three and six month periods ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The accompanying condensed consolidated financial statements of the Company should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 as filed with the SEC.

 

Summary of Significant Accounting Policies

The Company believes that of its significant accounting policies, the following are particularly important to the portrayal of the Company's results of operations and financial position and may require the application of a higher level of judgment by the Company's management and, as a result, are subject to an inherent degree of uncertainty.

 

Revenue Recognition 

On January 1, 2018, we adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), using the full retrospective transition method. The Company's adoption of ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in its consolidated financial statements.

 

Under ASU 2014-09, we recognize revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.


We determine revenue recognition through the following steps:
Identification of a contract, or contracts, with a customer;
Identification of performance obligations in the contract;

Determination of the transaction price;
Allocation of the transaction price to the performance obligations in the contract; and
Recognition of revenue when, or as, we satisfy a performance obligation.

 

Revenue disaggregated by revenue source for the three and six months ended June 30, 2019 and 2018 consists of the following (in thousands); revenue excludes sales and usage-based taxes when or if it has been determined that we are acting as a pass-through agent: 

 



Three Months Ended June 30,
Six Months Ended June 30,



2019
2018
2019
 2018

Product sales
$2,020
$1,376
$3,641 $2,220
Royalties

2,205

2,517
 3,956  4,683
Total revenue
$4,225
$3,893
$7,597 $6,903

 

10


Product Sales:

Product revenue is generated from the direct sales of our RTMS radar systems worldwide and our Autoscope video systems outside of North America. Revenue is recognized when control of the promised goods or services is transferred to our customers in an amount that reflects the amount we expect to receive in exchange for those goods or services.

 

Certain product sales may contain multiple performance obligations for revenue recognition purposes. Multiple performance obligations may include hardware, software, installation services, training, or support.  In arrangements when we have multiple performance obligations, the transaction price is allocated to each performance obligation using the relative stand-alone selling price. We generally determine stand-alone selling prices based on the observable stand-alone prices charged to customers. For performance obligations without observable stand-alone prices charged to customers, we evaluate the adjusted market assessment approach, the expected cost plus margin approach, and stand-alone sales to estimate the stand-alone selling prices.

 

Revenue for services such as maintenance, repair, consulting and technical support, is recognized either as the service is performed or ratably over the defined contractual period for service maintenance contracts. Our payment terms may vary by the type and location of our customer and the products or services offered. 

 

We record deferred revenues when cash payments are received or due in advance of our performance, including amounts which are refundable. The term between invoicing and when payment is due is not significant.  For certain products or services and customer types, we require payment before we deliver the products or perform services.

 

We record provisions against sales revenue for estimated returns and allowances in the period when the related revenue is recorded based on historical sales returns and changes in end user demand.

 

Royalties:

Econolite Control Products, Inc. (“Econolite”) is our licensee that sells our Autoscope video system products in the United States, Mexico, Canada and the Caribbean. We earn and recognize the royalty of approximately 50% of Econolite's gross profit on licensed products when the products are shipped or delivered to its customers.

 

Practical Expedients and Exemptions:


We generally expense sales commissions when incurred because the amortization periods would have been one year or less.  These costs are recorded within sales and marketing expense.

 

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

 

11


Inventories

Inventories are primarily electronic components and finished goods and are valued at the lower of cost or net realizable value determined under the first-in, first-out accounting method.

 

Income Taxes

We record a tax provision for the anticipated tax consequences of the reported results of operations. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those deferred tax assets and liabilities are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. We believe it is more likely than not that forecasted income, including income that may be generated as a result of certain tax planning strategies, together with the tax effects of the deferred tax liabilities, will be sufficient to fully recover the remaining net realizable value of deferred tax assets. In the event that all or part of the net deferred tax assets are determined not to be realizable in the future, an adjustment to the valuation allowance would be charged to earnings in the period such determination is made. In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with management’s expectations could have a material impact on our financial condition and operating results. We recognize penalties and interest expense related to unrecognized tax benefits in income tax expense.

 

Intangible Assets

We capitalize certain software development costs related to software to be sold, leased, or otherwise marketed. Capitalized software development costs include purchased materials, services, internal labor and other costs associated with the development of new products and services. Software development costs are expensed as incurred until technological feasibility has been established, at which time future costs incurred are capitalized until the product is available for general release to the public. Based on our product development process, technological feasibility is generally established once product and detailed program designs have been completed, uncertainties related to high-risk development issues have been resolved through coding and testing, and we have established that the necessary skills, hardware, and software technology are available for production of the product. Once a software product is available for general release to the public, capitalized development costs associated with that product will begin to be amortized to cost of sales over the product's estimated economic selling life, using the straight-line method in a manner that is consistent with the anticipated timing of product revenue recognition.

Capitalized software development costs are subject to an ongoing assessment of recoverability, which is impacted by estimates and assumptions of future revenues and expenses for these software products, as well as other factors such as changes in product technologies. Any portion of unamortized capitalized software development costs that is determined to be in excess of net realizable value has been expensed in the period in which such a determination is made. Subsequent to reaching technological feasibility for certain software products, we capitalized approximately $343,000 and $36,000 of software development costs during the quarters ended June 30, 2019 and 2018, respectively, and $762,000 and $102,000 during the six-months ended June 30, 2019 and 2018, respectively. 

Intangible assets with finite lives are amortized on a straight-line basis over the expected period to be benefited by future cash flows and reviewed for impairment. At both June 30, 2019 and 2018, we determined there was no impairment of intangible assets. At both June 30, 2019 and 2018, there were no indefinite-lived intangible assets.

 

12


Note B: Recent Accounting Pronouncements 

 

Accounting pronouncements recently adopted

 

In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-02, "Leases (Topic 842)".  We adopted ASU 2016-02 and its amendments and elected the effective date transition method as of January 1, 2019, which included recognizing a cumulative effect adjustment through opening accumulated deficit as of that date.  Prior year amounts were not recast under the transition approach and, therefore, prior year amounts are excluded from the operating leases footnote. See Note E: Operating Leases for further details.

 

In June 2018, the FASB issued ASU No. 2018-07, "Compensation-Stock Compensation (Topic 718)". ASU 2018-07 largely aligns the accounting for share-based payment awards issued to employees and nonemployees by expanding the scope of Accounting Standards Codification 718 to apply to nonemployee share-based transactions, as long as the transaction is not effectively a form of financing. We adopted ASU No. 2018-07 as of January 1, 2019. There was no impact to the Company's consolidated financial statements.

 

In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, "Disclosure Update and Simplification," amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis must present a reconciliation of the beginning balance to the ending balance for each period for which a statement of comprehensive income is required to be filed. We adopted these changes as of January 1, 2019.

 

Accounting pronouncements not yet adopted

 

In August 2018, the FASB issued ASU No. 2018-13, "Fair Value Measurements (Topic 820)." ASU 2018-13 eliminates, amends and adds disclosure requirements for fair value measurements. The standard is required to be adopted for annual periods beginning after December 15, 2019, including interim periods within that annual period, which is our fiscal year 2020. Certain disclosures in the amendment are to be applied using a retrospective approach while other disclosures are to be applied using a prospective approach. Early adoption is permitted. We have not yet evaluated the impact the adoption of this guidance may have on our financial condition, results of operations or disclosures.

 

Note C: Fair Value Measurements

 

The guidance for fair value measurements establishes the authoritative definition of fair value, sets out a framework for measuring fair value and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. We use a three-tier fair value hierarchy based upon observable and non-observable inputs as follows:


Level 1:observable inputs such as quoted prices in active markets;

Level 2:inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3:unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.


Nonfinancial Assets Measured at Fair Value on a Nonrecurring Basis

 

Our intangible assets and other long-lived assets are nonfinancial assets that were acquired either as part of a business combination, individually or with a group of other assets. These nonfinancial assets were initially, and have historically been, measured and recognized at amounts equal to the fair value determined as of the date of acquisition.

 

Financial Instruments not Measured at Fair Value

Certain of our financial instruments are not measured at fair value and are recorded at carrying amounts approximating fair value, based on their short-term nature or variable interest rate. These financial instruments include cash and cash equivalents, accounts receivable, accounts payable and other current financial assets and liabilities.

 

13


Note D: Inventories

 

Inventories consisted of the following (in thousands):



 June 30, 2019 
 December 31, 2018 

Finished goods

 $ 414  
 $ 949  
Components 267  
 340  

Total

 $ 681  
 $ 1,289  

Note E: Operating Leases

On January 1, 2019, we adopted ASU No. 2016-02Leases (Topic 842), and its amendments and elected the effective date transition method, which included recognizing a cumulative effect adjustment through opening accumulated deficit as of that date.

 

The Company is subject to various non-cancelable operating leases for office space and IT equipment expiring at various dates through November 2022. These leases do not have significant rent escalation, holidays, concessions, leasehold improvement incentives, or other build-out clauses. Further, the leases do not contain contingent rent provisions.

  

Most of these leases include an option to renew. The exercise of lease renewal options is typically at our sole discretion; therefore, the majority of renewals to extend the lease terms are not included in our right-of-use ("ROU") assets and lease liabilities because they are not reasonably certain of exercise. We regularly evaluate the renewal options and, when they are reasonably certain of exercise, we include the renewal period in our lease term.

 

Because most of our leases do not provide an implicit rate, we use our incremental borrowing rate in determining the present value of the lease payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. We used incremental borrowing rates as of January 1, 2019 for operating leases that commenced prior to that date. We have a centrally managed treasury function, therefore, based on the applicable lease terms and the current economic environment, we apply a portfolio approach for determining the incremental borrowing rate.

 

Under Accounting Standards Codification (ASC) 840, rent expense for office facilities for the three and six-month period ended June 30, 2018 was $145,000 and $291,000, respectively.

  

The cost components of our operating leases were as follows (in thousands) for the following periods ended June 30, 2019

 


Three-Month

Period


Six-Month

Period


Total

Total
Operating lease costs$66

$131
Variable lease cost
77


153
Total$143

$284

Variable lease costs consist primarily of property taxes, insurance, and common area or other maintenance costs for our leased facilities and equipment which are paid based on actual costs incurred by the lessor.

 

14



Maturities for our lease liabilities for all operating leases are as follows (in thousands) as of June 30, 2019:



Total
2019$267
2020
40
2021
8
2022
4
2023 and thereafter

Total lease payments
319
Less: Interest
(9)
Present value of lease liabilities$310


The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of June 30, 2019:

 


June 30, 2019
Remaining lease term and discount rate:

Weighted average remaining lease term (years)1.4
Weighted average discount rate4.75%


Cash paid for amounts included in the measurement of operating lease liabilities were $131,000 for the six months ended June 30, 2019, and this amount is included in operating activities in the condensed consolidated statements of cash flows. Separate from the initial recognition of the existing leases, there were no operating lease assets obtained in exchange for new operating lease liabilities for the six months ended June 30, 2019.


15



Note F: Intangible Assets

 

Intangible assets consisted of the following (dollars in thousands):            

 

 

June 30, 2019

 

 

 








 



Weighted

 

 

Gross


 




Net


Average

 

 

Carrying


Accumulated


Carrying


Useful Life

 

 

 Amount


 Amortization


 Value


(in Years)

 

Developed technology

$

3,900



$

(3,900

)


$



 

Vision development costs


2,929




(1,003

)


 

1,926



8.0

 

Software development in process costs            


1,436






 

1,436



 

IntellitraffiQ development costs

 

468

  

 

(117

) 

 

351

  

4.0

 

Wrong Way development costs

 

228

  

 

(161

) 

 

67

  

2.0

 

Total

$

8,961



$

(5,181

)


$

3,780



7.1

 

 

 

December 31, 2018

 


 





 



 



Weighted

 

 

Gross






Net


Average

 

 

Carrying


Accumulated


Carrying


Useful Life

 

 

 Amount


 Amortization


 Value


(in Years)

 

Developed technology

$

3,900



$

(3,900

)


$

 


 

Vision development costs               


2,929




(819

)



2,110

 


8.0

 

Software development in process costs            

 

674

  

 

 

 

 

674

 

 

 

IntellitraffiQ development costs
468


(59)

409

4.0
Wrong Way development costs

228




(104)

124

2.0

  Total

$

8,199



$

(4,882

)


$

3,317

 


7.1

 

 

Note G: Warranties 

 

We generally provide a two to five year warranty on product sales. Reserves to honor warranty claims are estimated and recorded at the time of sale based on historical claim information and are analyzed and adjusted periodically based on actual claim trends.

 

Warranty liability and related activity consisted of the following (in thousands):

 

 

Six-Month Periods Ended
June 30,

 

2019


2018

 

 

 



 

 

 

Beginning balance

$

656



$

858

 

Warranty provisions

 

78



 

  80

 

Warranty claims


(55

)


 

(18

)

Adjustments to preexisting warranties


(114

)


 

(222

Currency


(1

)


 

(5

) 

Ending balance

$

564



$

693

 

 

16



Note H: Stock-Based Compensation

 

We compensate officers, directors, key employees and consultants with stock-based compensation under the Image Sensing Systems, Inc. 2005 Stock Incentive Plan (the "2005 Plan") and the Image Sensing Systems, Inc. 2014 Stock Option and Incentive Plan (the "2014 Plan"), both of which were approved by our shareholders and are administered under the supervision of our Board of Directors. Although stock options granted under the 2005 Plan are still outstanding, the 2005 Plan expired, and the Company can no longer grant options or other awards under the 2005 Plan. Stock option awards are granted at exercise prices equal to the closing price of our stock on the day before the date of grant. Generally, options vest ratably over periods of three to five years from the dates of the grant, beginning one year from the date of grant, and have a contractual term of nine to 10 years.

 

Compensation expense, net of estimated forfeitures, is recognized ratably over the vesting period. Stock-based compensation expense included in general and administrative expense for the three-month periods ended June 30, 2019 and 2018 was $54,000 and $38,000, respectively. Stock-based compensation expense included in general and administrative expense for the six-month periods ended June 30, 2019 and 2018 was $104,000 and $123,000, respectively. At June 30, 2019, 193,402 shares were available for grant under the Company's 2014 Plan.

 

Stock Options

 

A summary of the option activity for the first six months of 2019 is as follows:

 

  

Number of

Shares

 Weighted
Average
Exercise
Price per
Share
 Weighted
Average
Remaining
Contractual
Term (in years)
 Aggregate
Intrinsic
Value
Options outstanding at December 31, 2018
  39,000  $6.26   2.80  $4,480 
Granted
    $     $ 
Exercised
  (1,000) $4.22     $950 
Expired
  (18,000)$8.19     $ 
Forfeited
  (4,000)
$4.22     $3,360 




 


         
Options outstanding at June 30, 2019  16,000 
$4.73
  4.50
 $8,580
Options exercisable at June 30, 2019  16,000  $4.73   4.50
 $8,580 

 

17



There were no options exercised and 1,000 options exercised during the three and six-month periods ended June 30, 2019, respectively, and no options exercised in the three and six-month periods ended June 30, 2018. During the six-month period ended June 30, 2019 we recognized no stock-based compensation expense related to stock options compared to $1,000 recognized during the six-month period ended June 30, 2018. As of June 30, 2019, there was no unrecognized compensation cost related to non-vested stock options.

 

Restricted Stock Awards and Stock Awards

 

Restricted stock awards are granted under the 2014 Plan at the discretion of the Compensation Committee of our Board of Directors. We issue restricted stock awards to executive officers and key consultants. These awards may contain certain performance conditions or time-based vesting criteria. The restricted stock awards granted to executive officers vest if the various performance or time-based metrics are met. Stock-based compensation is recognized for the number of awards expected to vest at the end of the period and is expensed beginning on the grant date through the end of the vesting period. At the time of vesting of the restricted stock awards, the recipients of common stock may request to receive a net of the number of shares required for employee withholding taxes, which can be withheld up to the relevant jurisdiction's maximum statutory rate.

 

We also issue stock awards as a portion of the annual retainer for each director on a quarterly basis. The stock awards are fully vested at the time of issuance. Compensation expense related to any stock awards issued to employees is determined on the grant date based on the publicly-quoted fair market value of our common stock and is charged to earnings on the grant date.  

 

The following table summarizes restricted stock award activity for the first six months of 2019:

 


 

Number of
Shares

 

 

Weighted
Average
Grant Date
Fair Value

Awards outstanding December 31, 2018

 

58,877



$

3.22

 

Granted

 

45,640




5.05

 

Vested

 

(33,730

)



3.83

 

Forfeited

 

(11,826

)



3.04

 

Awards outstanding at June 30, 2019

 

58,961



$

4.32

 

 

As of June 30, 2019, the total stock-based compensation expense related to non-vested awards not yet recognized was $230,000, which is expected to be recognized over a weighted average period of 2.4 years. During the six-month periods ended June 30, 2019 and June 30, 2018, we recognized $104,000 and $122,000, respectively, of stock-based compensation expense related to restricted stock awards.

 

Note I: Income per Common Share

 

Net income (loss) per share is computed by dividing net income by the daily weighted average number of common shares outstanding during the applicable periods. Diluted net income per share includes the potentially dilutive effect of common shares subject to outstanding stock options and restricted stock awards using the treasury stock method. Under the treasury stock method, shares subject to certain outstanding stock options and restricted stock awards have been excluded from the calculation of the diluted weighted average shares outstanding because the exercise of those options or the vesting of those restricted stock awards would lead to a net reduction in common shares outstanding. As a result, stock options and restricted stock awards to acquire 2,000 and 50,919 weighted common shares have been excluded from the diluted weighted shares outstanding for the three-month periods ended June 30, 2019 and 2018, respectively, and 2,000 and 96,004 weighted common shares have been excluded from the diluted weighted shares outstanding for the six-month periods ended June 30, 2019 and 2018, respectively.

 

18


 

A reconciliation of net income per share is as follows (in thousands, except per share data): 

 

 

Three-Month 

Periods Ended

June 30,


Six-Month 

Periods Ended

June 30,

 
2019
2018
2019 2018
 








       
Numerator:









       
Net income 

$647

$511

$955  $494
Denominator:









       
Weighted average common shares outstanding


5,244


5,206

 5,234   5,194 
Dilutive potential common shares


15


13

 14    
Shares used in diluted net income per common share calculations


5,259


5,219

 5,248   5,194 
Basic net income per common share

$0.12

$0.10

$0.18  $0.10
Diluted net income per common share

$0.12

$0.10

$0.18  $0.10

 

Note J: Segment Information

 

The Company's Chief Executive Officer and management regularly review financial information for the Company's discrete operating segments. Based on similarities in the economic characteristics, nature of products and services, production processes, type or class of customer served, method of distribution and regulatory environments, the operating segments have been aggregated for financial statement purposes and categorized into two reportable segments:  Intersection and Highway.

 

Autoscope video is our machine-vision product line, and revenue consists of royalties (all of which are received from Econolite), as well as a portion of international product sales. Video products are normally sold in the Intersection segment. RTMS is our radar product line, and revenue consists of international and North American product sales. Radar products are normally sold in the Highway segment. All segment revenues are derived from external customers.   

 

Operating expenses and total assets are not allocated to the segments for internal reporting purposes. Due to the changes in how we manage our business, we may reevaluate our segment definitions in the future.   

 

The following table sets forth selected unaudited financial information for each of our reportable segments (in thousands):

 



Three Months Ended June 30,


 

Intersection


Highway


Total


 

2019

 

2018

 

2019

 

2018

 

2019


2018

                   

Revenue


$

2,512

 

$

2,842

 

$

1,713

 

$

1,051

 

$

4,225

 

$

3,893

Gross profit



2,239

  

2,596

  

787

  

596

  

3,026

  

3,192

Amortization of intangible assets

 

91

  

92

  

58

  

28

  

149

  

120

Intangible assets

 

1,926

  

2,293

  

1,854

  

1,063

  

3,780

  

3,356




Six Months Ended June 30,

 

Intersection


Highway


Total


 

2019

 

2018

 

2019

 

2018

 

2019


2018

                   

Revenue


$

4,584

 

$

5,259

 

$

3,013

 

$

1,644

 

$

7,597

 

$

6,903

Gross profit



4,031

  

4,782

  

1,590

  

973

  

5,621

  

5,755

Amortization of intangible assets

 

183

  

184

  

116

  

47

  

299

  

231

Intangible assets

 

1,926

  

2,293

  

1,854

  

1,063

  

3,780

  

3,356


 

19


Note K: Restructuring and Exit Activities


In the third quarter of 2018, we initiated the closure of our Bucharest, Romania office location, which was a sales office for Image Sensing Systems EMEA Limited. The Company will continue doing business in the European region utilizing the Barcelona, Spain sales office. We incurred $2,000 of costs for the closure of our office in Romania in the six-month period ended June 30, 2019.  No costs related to the closure of the Romania location were incurred in the six-month period ended June 30, 2018

 

The following table shows the restructuring activity for the first six months of 2019 (in thousands):

 


Termination Benefits

Facility Costs and Contract Termination

Total

Balance at December 31, 2018$18
$4
$22
Charges
2



2
Settlements
(13)
(4)

(17)
Balance at June 30, 2019$7
$
$7

 

In the third quarter of 2016, in order to streamline our operating and cost structure, we initiated the closure of our following wholly-owned subsidiaries, Image Sensing Systems HK Limited (ISS HK) located in Hong Kong; Image Sensing Systems (Shenzhen) Limited (ISS WOFE) located in China; and Image Sensing Systems Germany, GmbH (ISS Germany) located in Germany. We incurred no costs for these entity closures in the six-month periods ended June 30, 2019 and June 30, 2018.

 

Note L: Commitments and Contingencies

 

Litigation

 

We are involved from time to time in various legal proceedings arising in the ordinary course of our business, including primarily commercial, product liability, employment and intellectual property claims. In accordance with GAAP, we record a liability in our Consolidated Financial Statements with respect to any of these matters when it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. With respect to any currently pending legal proceedings, we have not established an estimated range of reasonably possible additional losses either because we believe that we have valid defenses to claims asserted against us or the proceeding has not advanced to a stage of discovery that would enable us to establish an estimate. We currently do not expect the outcome of these matters to have a material effect on our consolidated results of operations, financial position or cash flows. Litigation, however, is inherently unpredictable, and it is possible that the ultimate outcome of one or more claims asserted against us could adversely impact our results of operations, financial position or cash flows. We expense legal costs as incurred.

 

20


Overview

General.  We are a leading provider of above-ground detection products and solutions for the intelligent transportation systems (“ITS”) industry. Our family of products, which we market as Autoscope® video or video products (“Autoscope”), RTMS® radar or radar products (“RTMS”), and IntellitraffiQ® or iQ products, provides end users with the tools needed to optimize traffic flow and enhance driver safety. Our technology analyzes signals from sophisticated sensors and transmits the information to management systems and controllers or directly to users. Our products provide end users with complete solutions for the intersection and transportation markets.

Our technology is a process in which software, rather than humans, examines outputs from various types of sophisticated sensors to determine what is happening in a field of view. In the ITS industry, this process is a critical component of managing congestion and traffic flow. In many cities, it is not possible to build roads, bridges and highways quickly enough to accommodate the increasing congestion levels. On average, United States commuters lose 97 hours a year in congestion, which costs motorists $87 billion a year in time, which is an average of $1,348 per driver. We believe this growing use of vehicles will make our ITS solutions increasingly necessary to complement existing and new roadway infrastructure to manage traffic flow and optimize throughput.

We believe our solutions are technically superior to those of our competitors because they have a higher level of accuracy, limit the occurrence of false detection, are generally easier to install, have lower costs of ownership, work effectively in a multitude of light and weather conditions, and provide end users the ability to manage inputs from a variety of sensors for a number of tasks. It is our view that the technical advantages of our products make our solutions well suited for use in ITS markets.

We believe the strength of our distribution channels positions us to increase the penetration of our technology‑driven solutions in the marketplace. We market our Autoscope video products in the United States, Mexico, Canada and the Caribbean through an exclusive agreement with Econolite Control Products, Inc. ("Econolite"), which we believe is the leading distributor of ITS intersection control products in these markets.

We market the RTMS radar systems to a network of distributors globally.  On a limited basis, we may sell directly to the end user. We market our Autoscope video products outside of the United States, Mexico, Canada and the Caribbean through a combination of distribution and direct sales channels, through our office in Spain. Our end users primarily consist of governmental agencies and municipalities.

The following discussion of period-to-period changes and trends in financial statement results under "Management's Discussion and Analysis of Financial Condition and Results of Operations" aligns with the financial statement presentation discussed above. 

 

Trends and Challenges in Our Business

We believe the expected growth in our business can be attributed primarily to the following global trends:

  • worsening traffic caused by increased numbers of vehicles in metropolitan areas without corresponding expansions of road infrastructure and the need to automate safety, security and access applications for automobiles and trucks, which has increased demand for our products;
  • advances in information technology, which have made our products easier to market, implement and integrate;
  • the continued funding allocations for centralized traffic management services and automated enforcement schemes, which have increased the ability of our primary end users to implement our products; and 
  • general increases in the cost effectiveness of electronics, which make our products more affordable for end users.

We believe our continued growth primarily depends upon:

  • continued adoption and governmental funding of ITS and other automated applications for traffic control, safety and enforcement in developed countries;
  • a propensity by traffic engineers to implement lower cost technology-based solutions rather than civil engineering solutions such as widening roadways;
  • countries in the developing world adopting above-ground detection technology, such as video or radar, instead of in-pavement loop technology to manage traffic; and 
  • our ability to develop new products that provide increasingly accurate information and enhance the end users' ability to cost-effectively manage traffic and environmental issues.
21


Because the majority of our end users are governmental entities, we are faced with challenges related to potential delays in purchase decisions by those entities and changes in budgetary constraints. These contingencies could result in significant fluctuations in our revenue among periods. The ongoing economic environment in Europe and the United States is further adding to the unpredictability of purchase decisions, creating more delays than usual and decreasing governmental budgets, and it is likely to continue to affect our revenue.

Key Financial Terms and Metrics

Revenue. We derive revenue from two sources: (1) royalties received from Econolite for sales of the Autoscope video systems in the United States, Mexico, Canada and the Caribbean and (2) revenue received from the direct sales of our RTMS radar systems and our Autoscope video systems in Europe and Asia. Autoscope video royalties are calculated using a profit sharing model in which the gross profits on sales of product made through Econolite are shared equally with Econolite. This royalty arrangement has the benefit of decreasing our cost of revenues and our selling, marketing and product support expenses because these costs and expenses are borne primarily by Econolite. Although this royalty model has a positive impact on our gross margin, it also negatively impacts our total revenue, which would be higher if all the sales made by Econolite were made directly by us. The royalty arrangement is exclusive under a long-term agreement.

Cost of Revenue. Software amortization is the sole cost of revenue related to royalties, as virtually all manufacturing, warranty and related costs are incurred by Econolite. Cost of revenue related to product sales consists primarily of the amount charged by our third party contractors to manufacture hardware products, whose costs are influenced mainly by the cost of electronic components. The cost of revenue also includes logistics costs, estimated expenses for product warranties, and inventory obsolescence. The key metric that we follow is achieving certain gross margin percentages on product sales by operating segment.

Operating Expenses. Our operating expenses fall into three categories: (1) selling, marketing and product support; (2) general and administrative; and (3) research and development. Selling, marketing and product support expenses consist of various costs related to sales and support of our products, including salaries, benefits and commissions paid to our personnel; commissions paid to third parties; travel, trade show and advertising costs; second-tier technical support for Econolite; and general product support, where applicable. General and administrative expenses consist of certain corporate and administrative functions that support the development and sales of our products and provide an infrastructure to support future growth. These expenses include management, supervisory and staff salaries and benefits; legal and auditing fees; travel; rent; and costs associated with being a public company, such as board of director fees, listing fees and annual reporting expenses. Research and development expenses consist mainly of salaries and benefits for our engineers and third party costs for consulting and prototyping. We measure all operating expenses against our annually approved budget, which is developed with achieving a certain operating margin as a key focus. We also include any restructuring costs in operating expenses.

Non-GAAP Operating Measure. We provide certain non-GAAP financial information as supplemental information to financial measures calculated and presented in accordance with GAAP (Generally Accepted Accounting Principles in the United States). This non-GAAP information excludes the impact of depreciating fixed assets and amortizing intangible assets, and may exclude other non-recurring items. Management believes that this presentation facilitates the comparison of our current operating results to historical operating results. Management uses this non-GAAP information to evaluate short-term and long-term operating trends in our core operations. Non-GAAP information is not prepared in accordance with GAAP and should not be considered a substitute for or an alternative to GAAP financial measures and may not be computed the same as similarly titled measures used by other companies.

Reconciliations of GAAP income from operations to non-GAAP income from operations are as follows (in thousands):  



Three-Month Periods Ended  

June 30,


  Six-Month Periods Ended  

June 30,

 
 2019
 2018
  2019     2018
 








       

Income from operations


$647

$511

$955  $494

Adjustments to reconcile to non-GAAP income










     
 

Amortization of intangible assets



149


120

 299   231
 

Depreciation



48


63

 99   126 
Restructuring







2



Non-GAAP income from continuing operations


$844

$694

$1,355  $851 

 

Seasonality. Our quarterly revenues and operating results have varied significantly in the past due to the seasonality of our business. Our first quarter generally is the weakest due to weather conditions that make roadway construction more difficult in parts of North America, Europe and northern Asia. We expect such seasonality to continue for the foreseeable future. Additionally, our international revenues regularly contain individually significant sales. This can result in significant variations of revenue between periods. Accordingly, we believe that quarter-to-quarter comparisons of our financial results should not be relied upon as an indication of our future performance. No assurance can be given that we will be able to achieve or maintain profitability on a quarterly or annual basis in the future. 

22


SegmentsWe currently operate in two reportable segments: Intersection and Highway. Autoscope video is our machine-vision product line, and revenue consists of royalties (all of which are received from Econolite), as well as a portion of international product sales. Video products are normally sold in the Intersection segment. The RTMS is our radar product line, and revenue consists of sales to external customers. Radar products are normally sold in the Highway segment. As a result of business model changes and modifications in how we manage our business, we may reevaluate our segment definitions in the future.

The following table sets forth selected unaudited financial information for each of our reportable segments (in thousands):   



Three Months Ended June 30,


Intersection
Highway
Total


2019
2018
2019
2018
2019
2018



















Revenue
$2,512
$2,842
$1,713
$1,051
$4,225
$3,893
Gross profit

2,239

2,596

787

596

3,026

3,192
Amortization of intangible assets

91

92

58

28

149

120
Intangible assets

1,926

2,293

1,854

1,063

3,780

3,356



Six Months Ended June 30,


Intersection
Highway
Total


2019
2018
2019
2018
2019
2018



















Revenue
$4,584
$5,259
$3,013
$1,644
$7,597
$6,903
Gross profit

4,031

4,782

1,590

973

5,621

5,755
Amortization of intangible assets

183

184

116

47

299

231
Intangible assets

1,926

2,293

1,854

1,063

3,780

3,356

 

Results of Operations  

The following table sets forth, for the periods indicated, certain statements of operations data as a percent of total revenue and gross profit on product sales and royalties as a percentage of product sales and royalties, respectively.

 

Three-Month Periods Ended
June 30,
 

 

 

2019

 

2018 

 

Product sales

47.8

%

 

35.3

%

 

Royalties

52.2


 

64.7

 

 

Total revenue

100.0


 

100.0

 

 

Gross profit - product sales

45.1


 

55.7

 

 

Gross profit - royalties

95.9


 

96.3

 

 

Selling, general and administrative

39.8


 

45.3

 

 

Research and development

16.5

  

23.5

 

 

Income from operations

15.3

 

13.1

 

Income tax expense


 


 

Net income

15.3

 

13.1

 


 Six-Month Periods Ended
June 30,


2019
2018
Product sales47.9%
32.2%
Royalties52.1

67.8

Total revenue100.0

100.0

Gross profit - product sales50.8

56.6

Gross profit - royalties95.4

96.1

Selling, general and administrative44.1

51.1

Research and development17.3

25.1

Income from operations12.6

7.2

Income tax expense



Net income12.6

7.2

23


 

Total revenue increased to $4.2 million in the three-month period ended June 30, 2019 from $3.9 million in the same period in 2018, an increase of 8.5%and increased to $7.6 million in the first six months of 2019, from $6.9 million in the same period in 2018an increase of 10.1%. Royalty income decreased to $2.2 million in the second quarter of 2019 from $2.5 million in the second quarter of 2018, a decrease of 12.4%and decreased to $4.0 million in the first six months of 2019 from $4.7 million in the first six months of 2018a decrease of 15.5%. The decrease in royalties was due to a particularly harsh winter in the first quarter, and slower than anticipated market adoption of a new Vision Product. Conversely, product sales increased to $2.0 million in the second quarter of 2019 from $1.4 million in the second quarter of 2018, an increase of 46.8%and increased to $3.6 million in the first six months of 2019 from $2.2 million in the first six months of 2018an increase of 64.0%. The product sales growth was driven by the Highway segment through an increased focus on improving sales tactics and an individually significant sale in the second quarter of 2019.

Revenue for the Intersection segment decreased to $2.5 million in the three-month period ended June 30, 2019 from $2.8 million in the three-month period ended June 30, 2018, a decrease of 11.6%Revenue for the Intersection segment decreased to $4.6 million in the first six months of 2019 from $5.3 million in the first six months of 2018a decrease of 12.8%

Revenue for the Highway segment increased to $1.7 million in the three-month period ended June 30, 2019 from $1.1 million in the three-month period ended June 30, 2018, an increase of 63.0%. Revenue for the Highway segment increased to $3.0 million in the first six months of 2019 from $1.6 million in the first six months of 2018an increase of 83.3%. The increase in revenue in the Highway segment was attributable to an individually significant sale of third-party sourced product in the second quarter of 2019 and no comparable sale occurring in the same period in 2018.

Gross profit for product sales decreased to 45.1% in the three months ended June 30, 2019 from 55.7% in the three months ended June 30, 2018. The dollar amount of product sales gross profit increased $145,000, or 18.9%, in the three months ended June 30, 2019 compared to the prior year period. Gross profit for product sales decreased to 50.8% in the first six months of 2019 from 56.6% in the first six months of 2018. Product sales gross profit increased $322,000 or 21.1% in the six months ended June 30, 2019 compared to the prior year period. The decrease in product gross margin percent was primarily due to the aforementioned sale of third-party sourced product which tend to have lower margins than those of our own products.

Gross profit for royalty sales for the three months ended June 30, 2019 decreased to 95.9% from 96.3% in the same period in 2018. The dollar amount of gross profit from royalties decreased $311,000, or 12.8%, in the three months ended June 30, 2019 compared to the prior year period. Gross profit for royalty sales for the six months ended June 30, 2019 decreased to 95.4% from 96.1% in the same period in 2018. Gross profit from royalties decreased $726,000, or 16.1%, in the six months ended June 30, 2019 compared to the prior year period. The decrease in royalty gross margin percent was due to lower royalty revenues while software amortization expense remained substantially the same.

Selling, general and administrative expense was $1.7 million, or 39.8% of total revenue, in the second quarter of 2019 compared to $1.8 million, or 45.3% of total revenue, in the second quarter of 2018and decreased to $3.3 million, or 44.1% of total revenue, in the first six months of 2019 compared to $3.5 million, or 51.1% of total revenue, in the first six months of 2018The decrease in expense in the first six months of 2019 was primarily a result of decreased expenses related to salaries and benefits due to fewer headcount when compared to the prior year period.

Research and development expense decreased to $697,000, or 16.5% of total revenue, in the three-month period ended June 30, 2019 from $916,000, or 23.5% of total revenue, in the three-month period ended June 30, 2018, and decreased to $1.3 million, or 17.3% of total revenue, in the six-month period ended June 30, 2019, from $1.7 million, or 25.1% of total revenue, in the six-month period ended June 30, 2018. The decrease was partially due to increased capitalized software development costs in the six-month period ended June 30, 2019 of $762,000 compared to capitalized software costs of $102,000 in the comparable prior year period.  After normalizing for software development costs, overall research and development expenditures increased in the six-month period ended June 30, 2019 compared to the same period in the prior year.  This increase was due to increased salary expenses due to headcount and outside consultant professional fees.

There was no income tax expense recorded in the first six months of 2019 or 2018 as we have deferred tax assets which would offset tax expense in that period.

Consolidated net income was $647,000, or $0.12 per basic and diluted share, in the three-month period ended June 30, 2019 compared to a net income of $511,000, or $0.10 per basic and diluted share, in the comparable prior year period. Consolidated net income was $955,000, or $0.18 per basic and diluted share, in the six-month period ended June 30, 2019 compared to a net income of $494,000, or $0.10 per basic and diluted share, in the comparable prior year period.

 

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Liquidity and Capital Resources

 

At June 30, 2019, we had $4.2 million in cash and cash equivalents compared to $4.2 million in cash and cash equivalents at December 31, 2018.

 

Net cash provided by operating activities was $944,000 in the first six months of 2019 compared to net cash provided by operating activities of $701,000 in the same period in 2018.  The increase in net cash provided by operating activities in the first six months of 2019 compared to the prior year period can be primarily attributed to the timing of inventory depletion, which was offset by the timing of payments related to outstanding accruals and accounts payable balances in the first six months of 2019 compared to the prior year period.

 

Net cash used for investing activities was $922,000 for the first six months of 2019 compared to net cash used for investing activities of $181,000 in the same period in 2018. The increase of the amount of net cash used for investing activities in the first six months of 2019 compared to the prior year period was primarily the result of increased capitalized internal software development costs compared to the prior year period.

 

We believe that cash and cash equivalents on hand at June 30, 2019 and cash provided by operating activities will satisfy our projected working capital needs, investing activities, and other cash requirements for the foreseeable future.

Off-Balance Sheet Arrangements

We do not participate in transactions or have relationships or other arrangements with an unconsolidated entity, including special purpose and similar entities, or other off-balance sheet arrangements.

Critical Accounting Policies

Our significant accounting policies are described in Note 1 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2018. The accounting policies used in preparing our interim Condensed Consolidated Financial Statements as of and for the three and six months ended June 30, 2019 are set forth elsewhere in this Quarterly Report on Form 10-Q and should be read in conjunction with those described in our Annual Report on Form 10-K.

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Cautionary Statement:

This Quarterly Report on 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 of 1934, as amended. Forward-looking statements represent our expectations or beliefs concerning future events and can be identified by the use of forward-looking words such as "expects," "believes," "may," "will," "should," "intends," "plans," "estimates," or "anticipates" or other comparable terminology. Forward-looking statements are subject to risks and uncertainties that may cause our actual results to differ materially from the results described in the forward-looking statements. Factors that might cause such differences include, but are not limited to:

  • our historical dependence on a single product for most of our revenue;
  • budget constraints by governmental entities that purchase our products, including constraints caused by declining tax revenue;
  • the continuing ability of Econolite to pay royalties owed;
  • the mix of and margin on the products we sell;
  • our dependence on third parties for manufacturing and marketing our products;
  • our dependence on single-source suppliers to meet manufacturing needs;
  • our failure to secure adequate protection for our intellectual property rights;
  • our inability to develop new applications and product enhancements;
  • the potential disruptive effect on the markets we serve of new and emerging technologies and applications, including vehicle-to-vehicle communications and autonomous vehicles;
  • unanticipated delays, costs and expenses inherent in the development and marketing of new products;
  • our inability to respond to low-cost local competitors;
  • our inability to properly manage any growth in revenue and/or production requirements;
  • the influence over our voting stock by affiliates;
  • our inability to hire and retain key scientific and technical personnel;
  • the effects of legal matters in which we may become involved;
  • our inability to achieve and maintain effective internal controls;
  • our inability to successfully integrate any acquisitions;
  • tariffs and other trade barriers;
  • political and economic instability, including continuing volatility in the economic and politacal environment of the European Union;
  • our inability to comply with international regulatory restrictions over hazardous substances and electronic waste; and
  • conditions beyond our control such as war, terrorist attacks, health epidemics and economic recession.

We caution that the forward-looking statements made in this report or in other announcements made by us are further qualified by the risk factors set forth in Item 1A. to our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

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Approximately 20% of our revenue has historically been derived from shipments to customers outside the United States, and a large portion of this revenue is denominated in currencies other than the U.S. dollar.  Our international subsidiaries have functional currencies other than our U.S. dollar reporting currency and, occasionally, transact business in currencies other than their functional currencies.  These non-functional currency transactions expose us to market risk on assets, liabilities and cash flows recognized on these transactions.

The strengthening of the U.S. dollar relative to foreign currencies decreases the value of foreign currency-denominated revenue and earnings when translated into U.S. dollars.  Conversely, a weakening of the U.S. dollar increases the value of foreign currency-denominated revenue and earnings.  A 10% adverse change in foreign currency rates could have a material effect on our results of operations or financial position.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of June 30, 2019, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter covered by this Quarterly Report on Form 10-Q, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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None.

Some of the risk factors to which we and our business are subject are described in the section entitled "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018. The risks and uncertainties described in our Annual Report are not the only risks we face. Additional risks and uncertainties not presently known to us or that our management currently deems immaterial also may impair our business operations. If any of the risks described were to occur, our business, financial condition, operating results and cash flows could be materially adversely affected.

None.

None.

None.

 

None.

 

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The following exhibits are filed as part of this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019:



 

Exhibit
Number

 

Description

 


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 Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).


  

32.2


Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).


 

101


The following financial information from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in iXBRL (Inline Extensible Business Reporting Language), (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statements (filed herewith).

 

29


In accordance with 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.

   


Image Sensing Systems, Inc.

   

Dated: August 12, 2019

By:

/s/ Chad A. Stelzig



Chad A. Stelzig



President and Chief Executive Officer



 (Principal Executive Officer)







Dated: August 12, 2019

By:

/s/ Frank G. Hallowell



Frank G. Hallowell



Chief Financial Officer

  

(Principal Financial Officer and Principal Accounting Officer)

 

30


 


 


Exhibit No.


Description


 





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 Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).


 


32.2

 

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).


 


101

 

The following financial information from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in iXBRL (Inline Extensible Business Reporting Language), (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statements (filed herewith).

 

31