CoreCard Corp - Quarter Report: 2011 March (Form 10-Q)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| þ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2011
OR
| o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-9330
INTELLIGENT SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
| Georgia | 58-1964787 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 4355 Shackleford Road, Norcross, Georgia | 30093 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (770) 381-2900
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 þ No o
Indicated by check mark whether the registrant has submitted electronically and posted on its
corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated
filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ | |||
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of
the latest practicable date.
As of April 30, 2011, 8,958,028 shares of Common Stock of the issuer were outstanding.
Intelligent Systems Corporation
Index
Form 10-Q
Page 2
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Part I FINANCIAL INFORMATION
| Item 1. | Financial Statements |
Intelligent Systems Corporation
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
| March 31, | December 31, | |||||||
| 2011 | 2010 | |||||||
| (unaudited) | (audited) | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash |
$ | 2,901 | $ | 2,942 | ||||
Accounts receivable, net |
2,325 | 2,227 | ||||||
Notes and interest receivable, current portion |
243 | 600 | ||||||
Inventories, net |
913 | 833 | ||||||
Other current assets |
643 | 404 | ||||||
Total current assets |
7,025 | 7,006 | ||||||
Investments |
1,295 | 1,286 | ||||||
Notes and interest receivable, net of current portion |
233 | 473 | ||||||
Property and equipment, at cost less accumulated depreciation |
1,290 | 1,149 | ||||||
Patents, net |
166 | 177 | ||||||
Total assets |
$ | 10,009 | $ | 10,091 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 500 | $ | 322 | ||||
Deferred revenue, current portion |
1,765 | 1,604 | ||||||
Accrued payroll |
521 | 550 | ||||||
Accrued expenses |
656 | 640 | ||||||
Other current liabilities |
275 | 307 | ||||||
Total current liabilities |
3,717 | 3,423 | ||||||
Deferred revenue, net of current portion |
65 | 70 | ||||||
Other long-term liabilities |
114 | 137 | ||||||
Commitments and contingencies (Note 6) |
||||||||
Intelligent Systems Corporation stockholders’ equity: |
||||||||
Common stock, $0.01 par value, 20,000,000 shares authorized, 8,958,028 issued and
outstanding at March 31, 2011 and December 31, 2010 |
90 | 90 | ||||||
Additional paid-in capital |
21,426 | 21,418 | ||||||
Accumulated other comprehensive loss |
1 | 3 | ||||||
Accumulated deficit |
(16,920 | ) | (16,566 | ) | ||||
Total Intelligent Systems Corporation stockholders’ equity |
4,597 | 4,945 | ||||||
Non-controlling interest |
1,516 | 1,516 | ||||||
Total stockholders’ equity |
6,113 | 6,461 | ||||||
Total liabilities and stockholders’ equity |
$ | 10,009 | $ | 10,091 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
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Intelligent Systems Corporation
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except share and per share amounts)
| Three Months Ended March 31, | ||||||||
| 2011 | 2010 | |||||||
Revenue |
||||||||
Products |
$ | 3,032 | $ | 3,347 | ||||
Services |
512 | 350 | ||||||
Total revenue |
3,544 | 3,697 | ||||||
Cost of revenue |
||||||||
Products |
1,548 | 1,709 | ||||||
Services |
278 | 174 | ||||||
Total cost of revenue |
1,826 | 1,883 | ||||||
Expenses |
||||||||
Marketing |
520 | 566 | ||||||
General & administrative |
918 | 725 | ||||||
Research & development |
639 | 437 | ||||||
Operating income (loss) |
(359 | ) | 86 | |||||
Other income (expense) |
||||||||
Interest income, net |
11 | 27 | ||||||
Equity in income (loss) of affiliate company |
9 | (12 | ) | |||||
Other income |
6 | 6 | ||||||
Income (loss) before income taxes |
(333 | ) | 107 | |||||
Income taxes |
21 | 23 | ||||||
Net income (loss) |
$ | (354 | ) | $ | 84 | |||
Income (loss) per share: |
||||||||
Basic |
$ | (0.04 | ) | $ | 0.01 | |||
Diluted |
$ | (0.04 | ) | $ | 0.01 | |||
Basic weighted average common shares outstanding |
8,958,028 | 8,958,028 | ||||||
Diluted weighted average common shares outstanding |
8,958,028 | 8,962,767 | ||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
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Intelligent Systems Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
| Three Months Ended March 31, | ||||||||
| CASH PROVIDED BY (USED FOR): | 2011 | 2010 | ||||||
OPERATIONS: |
||||||||
Net income (loss) |
$ | (354 | ) | $ | 84 | |||
Adjustments to reconcile net income (loss) to net cash used for operating activities: |
||||||||
Depreciation and amortization |
61 | 129 | ||||||
Stock-based compensation expense |
8 | 3 | ||||||
Non-cash interest income, net |
(3 | ) | (18 | ) | ||||
Equity in (income) loss of affiliate company |
(9 | ) | 12 | |||||
Changes in operating assets and liabilities |
||||||||
Accounts receivable |
(98 | ) | (243 | ) | ||||
Inventories |
(80 | ) | 186 | |||||
Other current assets |
(239 | ) | (128 | ) | ||||
Accounts payable |
177 | (26 | ) | |||||
Deferred revenue |
156 | (233 | ) | |||||
Accrued payroll |
(29 | ) | 74 | |||||
Accrued expenses |
(38 | ) | (39 | ) | ||||
Net cash used for operating activities |
(448 | ) | (199 | ) | ||||
INVESTING ACTIVITIES: |
||||||||
Proceeds from notes and interest receivable |
600 | (2 | ) | |||||
Purchases of property and equipment |
(191 | ) | (130 | ) | ||||
Net cash provided by (used for) investing activities |
409 | (132 | ) | |||||
FINANCING ACTIVITIES: |
||||||||
Payments on notes payable |
— | (26 | ) | |||||
Net cash used for financing activities |
— | (26 | ) | |||||
Effects of exchange rate changes on cash |
(2 | ) | 25 | |||||
Net decrease in cash |
(41 | ) | (332 | ) | ||||
Cash at beginning of period |
2,942 | 2,795 | ||||||
Cash at end of period |
$ | 2,901 | $ | 2,463 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
||||||||
Cash paid during the period for interest |
$ | — | $ | 2 | ||||
Cash paid during the period for income taxes |
$ | 19 | $ | 20 | ||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
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Intelligent Systems Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
| 1. | Throughout this report,
the terms “we”, “us”, “ours”, “ISC” and “company” refer to
Intelligent Systems Corporation, including its wholly-owned and majority-owned subsidiaries.
The unaudited Consolidated Financial Statements presented in this Form 10-Q have been prepared
in accordance with accounting principles generally accepted in the United States applicable to
interim financial statements. Accordingly, they do not include all of the information and
notes required for complete financial statements. In the opinion of ISC management, these
Consolidated Financial Statements contain all adjustments (which comprise only normal and
recurring accruals) necessary to present fairly the financial position and results of
operations as of and for the three month periods ended March 31, 2011 and 2010. The interim
results for the three months ended March 31, 2011 are not necessarily indicative of the
results to be expected for the full year. These statements should be read in conjunction with
our Consolidated Financial Statements and notes thereto for the fiscal year ended December 31,
2010, as filed in our Annual Report on Form 10-K. |
| 2. | Comprehensive Income (Loss)
— Comprehensive income (loss) is the total of net income (loss)
and all other non-owner changes in equity in a period. A summary follows: |
| Consolidated Statements of Comprehensive Income (Loss) | Three Months Ended March 31, | |||||||
| (unaudited, in thousands) | 2011 | 2010 | ||||||
Net income (loss) |
$ | (354 | ) | $ | 84 | |||
Other comprehensive loss |
||||||||
Foreign currency translation adjustment |
(2 | ) | 24 | |||||
Comprehensive income (loss) |
$ | (356 | ) | $ | 108 | |||
| 3. | Stock-based Compensation
— At March 31, 2011, we have one stock-based compensation plan in
effect. We record compensation cost related to unvested stock awards by recognizing the
unamortized grant date fair value on a straight line basis over the vesting periods of each
award. We have estimated forfeiture rates based on our historical experience. Stock option
compensation expense for the periods ended March 31, 2011 and 2010 has been recognized as a
component of general and administrative expenses in the accompanying Consolidated Financial
Statements. We recorded $8,000 and $3,000 of stock-based compensation expense in the quarters
ended March 31, 2011 and 2010, respectively. |
The estimated fair value of options granted is calculated using the Black-Scholes option pricing
model with assumptions as previously disclosed in our 2010 Form 10-K. |
As of March 31, 2011, there is $62,000 of unrecognized compensation cost related to stock
options. During the three months ended March 31, 2011, a total of 80,000 options were granted at
fair market value, with one third of the options vesting on each anniversary date in 2012, 2013
and 2014. The following table summarizes options as of March 31, 2011: |
| Wgt Avg | ||||||||||||||||
| Remaining | Aggregate | |||||||||||||||
| Wgt Avg | Contractual Life | Intrinsic | ||||||||||||||
| # of Shares | Exercise Price | in Years | Value | |||||||||||||
Outstanding at March 31, 2011 |
274,000 | $ | 2.00 | 5.3 | $ | 43,000 | ||||||||||
Vested and exercisable at
March 31, 2011 |
176,000 | $ | 2.23 | 2.9 | $ | 26,540 | ||||||||||
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value
(the difference between the company’s closing stock price on the last trading day of the first
quarter of 2011 and the exercise price, multiplied by the number of in-the-money options) that
would have been received by the option holders had all option holders exercised their options on
March 31, 2011. The amount of aggregate intrinsic value will change based on the fair market
value of the company’s stock. |
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| 4. | Fair Value of Financial Instruments
— The carrying value of cash, accounts receivable, accounts
payable and certain other financial instruments (such as short-term borrowings, accrued
expenses, and other current liabilities) included in the accompanying consolidated balance
sheets approximates their fair value principally due to the short-term maturity of these
instruments. The carrying value of non-interest bearing note receivable beyond one year has
been discounted at a rate of 4% which approximates rates offered in the market for notes
receivable with similar terms and conditions. The fair value of equity method and cost method
investments has not been determined as it was impracticable to do so due to the fact that the
investee companies are relatively small, early stage private companies for which there is no
comparable valuation data available without unreasonable time and expense. |
Financial instruments that potentially subject us to concentrations of credit risk consist
principally of cash, trade accounts and note receivable. Our available cash is held in accounts
managed by third-party financial institutions. Cash may exceed the Federal Deposit Insurance
Corporation, or FDIC, insurance limits. While we monitor cash balances on a regular basis and
adjust the balances as appropriate, these balances could be impacted if the underlying financial
institutions fail. To date, we have experienced no loss or lack of access to our cash; however,
we can provide no assurances that access to our cash will not be impacted by adverse conditions
in the financial markets. |
| 5. | Concentration of Revenue
— The following table indicates the percentage of consolidated
revenue represented by each customer for any period in which such customer represented more
than 10% of consolidated revenue. |
| Three Months Ended March 31, | ||||||||
| (unaudited) | 2011 | 2010 | ||||||
ChemFree Customer A |
11 | % | 12 | % | ||||
ChemFree Customer B |
33 | % | 35 | % | ||||
ChemFree Customer C |
11 | % | 10 | % | ||||
ChemFree Customer D |
11 | % | — | |||||
| 6. | Commitments and Contingencies
— Please refer to Note 7 to our Consolidated Financial
Statements included in our 2010 Form 10-K for a description of our commitments and
contingencies in addition to those disclosed here. |
Legal Matters — ChemFree Patent Matter — In December 2004, our ChemFree subsidiary filed a
patent infringement action against J. Walter Co. Ltd. and J. Walter, Inc. (“J. Walter”) in the
United States Court for the Northern District of Georgia. The complaint alleged that certain of
the defendants’ products infringed four U.S. patents held by ChemFree and sought a ruling to
compel the defendants to cease their infringing activities. The trial took place during the
week of July 13, 2009. On June 18, 2010, the judge issued his preliminary Findings of Fact and
Conclusions of Law which found (i) that certain of J. Walter’s products did infringe on
ChemFree’s four patents-in-suit; (ii) in ChemFree’s favor on the issue of the patents’ named
co-inventors and (iii) in J. Walter’s favor on the issue of invalidity of the four
patents-in-suit for “obviousness”. In his ruling on invalidity of four of ChemFree’s patents due
to obviousness, the judge relied heavily on a 2007 U.S. Supreme Court ruling (issued more than
three years after ChemFree’s lawsuit was filed) which modified the manner for determining
obviousness of a patent by replacing the long-standing rigid application of the “teaching,
suggestion or motivation test” for determining obviousness with an “expansive and flexible
approach”. On July 6, 2010, ChemFree filed a Motion for Reconsideration of the judge’s findings
and conclusions followed on July 23, 2010 by the filing of a Second Motion for Additional
Findings and Conclusions. In an unusual turn of events, in October 2010, the judge hearing the
case was arrested by the Federal Bureau of Investigation on criminal charges, subsequently
resigned and ChemFree’s case was reassigned to a new judge. A hearing with the new judge was
held on February 11, 2011 and the parties have submitted various additional filings for the
judge’s consideration. We cannot be certain when the case will finally be disposed of or what
the ultimate resolution will be. |
From time to time we are or may become a party to a number of other legal matters arising in the
ordinary course of business. It is management’s opinion that we are not currently involved in
any legal proceedings that will have a material adverse impact on our consolidated financial
position or results of operations. |
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| 7. | Industry Segments
— Segment information is presented consistently with the basis described in
the 2010 Form 10-K. The following table contains segment information for the three months ended
March 31, 2011 and 2010. |
| Three Months Ended March 31, | ||||||||
| (unaudited, in thousands) | 2011 | 2010 | ||||||
Information Technology |
||||||||
Revenue |
$ | 550 | $ | 562 | ||||
Operating loss |
(554 | ) | (277 | ) | ||||
Industrial Products |
||||||||
Revenue |
2,994 | 3,135 | ||||||
Operating income |
582 | 670 | ||||||
Consolidated Segments |
||||||||
Revenue |
3,544 | 3,697 | ||||||
Operating income (loss) |
29 | 393 | ||||||
Corporate expenses |
(388 | ) | (307 | ) | ||||
Consolidated operating income (loss) |
$ | (359 | ) | $ | 86 | |||
Depreciation and Amortization |
||||||||
Information Technology |
$ | 40 | $ | 23 | ||||
Industrial Products |
18 | 102 | ||||||
Consolidated segments |
58 | 125 | ||||||
Corporate |
3 | 4 | ||||||
Consolidated depreciation and amortization |
$ | 61 | $ | 129 | ||||
Capital Expenditures |
||||||||
Information Technology |
$ | 127 | $ | 99 | ||||
Industrial Products |
63 | 31 | ||||||
Consolidated segments |
190 | 130 | ||||||
Corporate |
1 | — | ||||||
Consolidated capital expenditures |
$ | 191 | $ | 130 | ||||
| (unaudited, in thousands) | March 31, 2011 | December 31, 2010 | ||||||
Identifiable Assets |
||||||||
Information Technology |
$ | 2,186 | $ | 2,618 | ||||
Industrial Products |
6,289 | 6,016 | ||||||
Consolidated segments |
8,475 | 8,634 | ||||||
Corporate |
1,534 | 1,457 | ||||||
Consolidated assets |
$ | 10,009 | $ | 10,091 | ||||
| 8. | Income Taxes
— We have recognized tax benefits from all tax positions we have taken, and
there has been no adjustment to any carry forwards (net operating loss or research and
development credits) in the past two years. As of March 31, 2011 and December 31, 2010, the
company has recorded a liability of $90,000, in connection with unrecognized tax benefits
related to uncertain tax positions. The liability includes $15,000 of interest and penalties.
As of March 31, 2011, management expects some incremental, but not significant, changes in
the balance of unrecognized tax benefits over the next twelve months. |
Our policy is to recognize accrued interest related to uncertain tax positions in interest
expense and related penalties, if applicable, in general and administrative expense. During the
three months ended March 31, 2011 and 2010, no interest or penalties were recognized. |
We file a consolidated U.S. federal income tax return for all subsidiaries in which our
ownership equals or exceeds 80%, as well as individual subsidiary returns in various states and
foreign jurisdictions. Our VISaer subsidiary filed a separate U.S. federal income tax return
prior to April 1, 2008. With few exceptions we are no longer subject to U.S. federal, state and
local or foreign income tax examinations by taxing authorities for years before 2006. |
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| 9. | Recent Accounting Pronouncements
—We have considered all recently issued accounting
pronouncements and do not believe the adoption of such pronouncements will have a material
impact on our Consolidated Financial Statements. |
| 10. | Subsequent Event
— We evaluated subsequent events through the date when these financial
statements were issued. We are not aware of any significant events that occurred subsequent
to the balance sheet date but prior to the filing of this report that would have a material
impact on our Consolidated Financial Statements. |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
In addition to historical information, this Form 10-Q may contain forward-looking statements
relating to ISC. All statements, trend analyses and other information relative to markets for our
products and trends in revenue, gross margins and anticipated expense levels, as well as other
statements including words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, and
“intend”, and other similar expressions, constitute forward-looking statements. Prospective
investors are cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties including those factors described below under
“Factors That May Affect Future Operations”, and that actual results may differ materially from
those contemplated by such forward-looking statements. ISC undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated
events or changes in future operating results.
For purposes of this discussion and analysis, we are assuming and relying upon the reader’s
familiarity with the information contained in Item 6. Management’s Discussion and Analysis of
Financial Condition and Results of Operations, in the Form 10-K for the year ended December 31,
2010 as filed with the Securities and Exchange Commission.
Overview
Our consolidated subsidiaries operate in two industry segments: Information Technology Products and
Services (“Information Technology”) and Industrial Products. The Industrial Products segment
includes ChemFree Corporation (bio-remediating parts washers). The Information Technology sector
consists of CoreCard Software, Inc. (“CoreCard”) (software for managing credit, debit, prepaid,
private label cards, revolving consumer loans and accounts receivable).
We derive our product revenue from sales of software licenses in our Information Technology sector
and sales and leases of equipment and supplies in our Industrial Products sector. Our service
revenue consists of fees for implementation, consulting, training, maintenance and support for
software products in our Information Technology sector. Our revenue fluctuates from period to
period and our results are not necessarily indicative of the results to be expected in future
periods. Period-to-period comparisons may not be meaningful and it is difficult to predict the
level of consolidated revenue on a quarterly or annual basis for a number of reasons, including the
following:
| • | A change in revenue level at one of our subsidiaries may be offset by an opposing change
at another subsidiary. |
| • | Customers may decide to postpone or cancel a planned implementation of our software for
any number of reasons, which may be unrelated to our software features or contract
performance, but which may affect the amount, timing and characterization of our deferred
and/or recognized revenue. |
| • | In the Information Technology sector, revenue in a given period may consist of a
relatively small number of contracts. Consequently, even small delays in a delivery under a
software contract (which may be out of our control) could have an unpredictable impact on
consolidated revenue that is recognized in a given quarterly or annual period. |
Frequently we report consolidated operating losses on a quarterly or annual basis and are likely to
do so in the future from time to time. Our ChemFree subsidiary generates an operating profit on a
regular basis but our earlier stage subsidiary, CoreCard, is not consistently profitable, mainly
due to significant research and development expense that is invested to complete new product
offerings and the deferral of revenue recognition until initial software contracts are complete and
accepted by customers. Depending upon the size and number of software licenses recognized in a
particular period and the level of expenses incurred to support development and sales activities,
CoreCard may report operating profits on an irregular basis as it builds its customer base. A
significant portion of our subsidiaries’ expense is related to personnel. For these and other
reasons, our operating profits or losses may vary from quarter to quarter and at the present time
are generally not predictable with any degree of certainty.
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From time to time, we also generate income or incur losses from non-operating sources and we may do
so in the future. We may derive income from sales of subsidiary, affiliate and other minority-owned
companies. Occasionally, we record a charge if we believe the value of a non-consolidated company
is impaired. We also recognize on a quarterly basis our pro rata share of the income or losses of
an affiliate company accounted for by the equity method. The timing and amount of any gain or loss
recognized as a result of a sale or the amount of equity in the income or losses of affiliates
generally are not under our control and are not necessarily indicative of future results, either on
a quarterly or annual basis.
Results of Operations
The following discussion should be read in conjunction with the Consolidated Financial Statements
and the notes to Consolidated Financial Statements presented in this quarterly report.
Revenue — Total revenue from continuing operations in the three month period ended March 31, 2011
was $3.5 million, a decline of 4 percent compared to the first quarter of 2010. Revenue from sales
in domestic and international markets represented approximately 83 percent and 17 percent,
respectively, of total revenue in the first quarter of 2011 compared to 86 percent and 14 percent,
respectively, in the first quarter of 2010.
| • | Revenue from products, which includes sales and leases of equipment and supplies in our
Industrial Products segment as well as software license fees related to the Information
Technology segment, was $3.0 million in the three month period ended March 31, 2011,
compared to $3.3 million in the three months ended March 31, 2010. The slight decline in
product revenue in the first quarter of 2011 compared to the prior year is the net effect
of an increase in international revenue and total consumable supplies offset by a decline
in domestic sales of ChemFree’s SmartWasher® parts washer machines. Software license
revenue associated with the Information Technology segment declined in the three month
period ended March 31, 2011 compared to the three month period ended March 31, 2010 due to
a change in a customer’s go-live date which postponed license revenue recognition until the
second quarter of 2011. By comparison, in the first quarter of 2010, CoreCard recognized
revenue on the successful installation of its first international customer. As we have
frequently cautioned, a number of factors, some of which may be outside of our control, can
cause delays in delivery of our software and implementation by the customer, thus delaying
license revenue recognition. |
| • | Service revenue associated with the Information Technology segment was $512,000 in the
first quarter of 2011, a 46 percent increase compared to $350,000 in the first quarter of
2010. The change is attributed mainly to an increase in the installed base of CoreCard
customers that pay for maintenance and technical support as well as more professional
services projects that were completed for customers in 2011. We expect that professional
services revenue will continue to grow as CoreCard’s customer base increases; however, it
is not possible to predict with any accuracy the number and value of professional services
contracts that CoreCard’s customers will require in a given period. Customers typically
require our professional services to modify or enhance their CoreCard software
implementation based on their specific business strategy and operational requirements,
which vary from customer to customer and period to period. |
Cost of Revenue — Total cost of revenue was 52 percent of total revenue in the three month period
ended March 31, 2011 compared to 51 percent of total revenue in the first quarter of 2010. The
slight change reflects primarily the fact that revenue from services represented a greater
percentage of revenue in the first quarter of 2011 than in the first quarter of 2010. Cost of
product revenue was unchanged at 51 percent of total product revenue in the first quarter of 2011
and 2010. Cost of services was 54 percent of services revenue in 2011 compared to 50 percent in
the same period last year. The mix of service revenue in a given period, as well as the number of
customers and new products being supported and the mix of U.S. and offshore employees working on
professional service projects impact the cost and gross margins during a given period.
Operating Expenses — In the three month period ended March 31, 2011, total consolidated operating
expenses were 20 percent higher than in the corresponding period in 2010. Marketing expenses were
lower by $45,000 (8 percent) in the three month period in 2011 compared to the same period in 2010
due mainly to lower sale commissions and travel expenses incurred by ChemFree reflecting lower
domestic equipment sales. General and administrative expenses were $192,000 (26 percent) higher in
the first quarter of 2011 than in the first quarter of 2010, reflecting mainly higher legal, audit
and payroll expenses at ChemFree and the corporate office. Research and development expenses were
$202,000 (46 percent) higher in the first quarter of 2011 compared to the same period last year,
mainly due to an increase in the number of personnel at our India office as well as higher benefits
and other personnel related expenses at CoreCard’s U.S. operations.
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Interest Income, net — We recorded net interest income of $11,000 and $27,000 in the three months
ended March 31, 2011 and 2010, respectively. The difference between periods reflects primarily the
fact that our total note receivable related to the sale of our former VISaer subsidiary was lower
in 2011 than in 2010 due to a write down of the carrying balance of the note receivable in the
quarter ended December 31, 2010, as explained in more detail in Note 2 to the Consolidated
Financial Statements contained in our 2010 Annual Report on Form 10-K.
Equity in Income (Loss) of Affiliate Company — On a quarterly basis, we recognize our pro rata
share of the earnings or losses of an affiliate company that we account for by the equity method.
We recorded $9,000 in net equity income in the first quarter of 2011 compared to $12,000 in net
equity losses in the first quarter of 2010. The change between periods reflects improved
profitability of the affiliate company.
Income Taxes — We recorded $21,000 and $23,000 in the three month periods ended March 31, 2011 and
2010, respectively, for state income tax expense at the ChemFree subsidiary. We believe our net
deferred tax assets should be fully reserved at March 31, 2011 given their character and our
historical losses. Accordingly, no deferred tax assets have been recorded at March 31, 2011.
Net Income (Loss) — Overall, we recorded a net loss from continuing operations of $354,000 in the
first quarter of 2011 compared to net income of $84,000 earned in the first quarter of 2010.
ChemFree continued to show strong profits, although slightly lower than in the prior year.
CoreCard’s expenses increased on relatively flat period-to-period revenue as it invested in hiring
and training more employees at its India operations to support its strategic initiatives.
Liquidity and Capital Resources
Our cash balance at March 31, 2011 was $2.9 million, essentially the same as the cash balance at
December 31, 2010. During the three months ended March 31, 2011, a principal source of cash was
receipt of a $600,000 payment from the purchaser of our former VISaer subsidiary (as explained in
more detail in Note 2 to the Consolidated Financial Statements contained in our 2010 Annual Report
on Form 10-K). Major working capital changes included:
| • | an increase in accounts receivable of $98,000 |
| • | an increase of $80,000 in inventory due mainly to receipt of a shipment of backlogged
parts at the end of the quarter |
| • | a net increase in deferred revenue of $156,000 reflecting milestone billings to
CoreCard customers in advance of revenue recognition |
| • | an increase in accounts payable reflecting the timing of receipt of inventory parts at
quarter end |
We used $191,000 cash to invest in capital equipment mainly to upgrade CoreCard’s data centers and
India office for its new processing and software testing automation initiatives as well as vehicle
and production equipment purchases at ChemFree.
We currently project that we will have sufficient liquidity from cash on hand, continued cash
positive operations at ChemFree, projected customer payments at CoreCard and periodic working
capital borrowings, if needed, to support our operations and capital equipment purchases in the
foreseeable future. We renewed our line of credit in June 2010 with a maximum principal
availability of $1.25 million based on qualified receivables and inventory levels which we will use
as necessary to support short-term cash needs. We have not borrowed under the line of credit since
its renewal. We presently project that we will have sufficient accounts receivable, inventory
balances and tangible net worth for the foreseeable future to support the borrowing base and loan
covenants for any required draws under our bank line of credit. The line of credit expires June 30,
2011, subject to the bank renewing the line for an additional period. If the bank does not renew
our line of credit and if we have cash requirements, we may experience a short-term cash shortfall.
Delays in meeting project milestones or software delivery commitments at CoreCard could cause
customers to postpone payments and increase our need for cash. Presently, we do not believe there
is a material risk that we will not perform successfully on any contracts but if customer payments
are delayed for any reason, if we do not control costs or if we encounter unforeseen technical or
quality problems, then we could require more cash than presently planned.
Long-term, we currently expect that liquidity will continue to improve and consolidated operations
will generate sufficient cash to fund their requirements with use of our credit facility to
accommodate short-term needs. Other long-term sources of liquidity include potential sales of
investments, subsidiaries or other assets although there are no current plans to do so.
Furthermore, the timing and amount of any such transactions are uncertain and, to the extent they
involve non-consolidated companies, generally not within our control.
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Off-Balance Sheet Arrangements
We do not currently have any off-balance sheet arrangements that are reasonably likely to have a
current or future material effect on our financial condition, liquidity or results of operations.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations is based upon our
Consolidated Financial Statements which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial statements requires us
to make estimates and judgments that affect the reported amount of assets, liabilities, revenues
and expenses. We consider certain accounting policies related to revenue recognition, valuation of
acquired intangibles and impairment of long-lived assets, and valuation of investments to be
critical policies due to the estimation processes involved in each. Management discusses its
estimates and judgments with the Audit Committee of the Board of Directors. For a detailed
description on the application of these and other accounting policies, see Note 1 to the
Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2010. Reference is also made to the discussion of the application of these
critical accounting policies and estimates contained in Management’s Discussion and Analysis of
Financial Condition and Results of Operations in our Annual Report on Form 10-K for 2010. During
the three month period ended March 31, 2011, there were no significant or material changes in the
application of critical accounting policies that would require an update to the information
provided in the Form 10-K for 2010.
Factors That May Affect Future Operations
Future operations in both the Information Technology Products and Services and Industrial Products
segments are subject to risks and uncertainties that may negatively impact our future results of
operations or projected cash requirements. It is difficult to predict future quarterly and annual
results with certainty. Any trend or delay that affects even one of our subsidiaries could have a
negative impact on the company’s consolidated results of operations or cash requirements on a
quarterly or annual basis. In addition, the carrying value of our investments is impacted by a
number of factors which are generally beyond our control since we are typically a non-control
shareholder in private companies with limited liquidity.
Among the numerous factors that may affect our consolidated results of operations or financial
condition are the following:
| • | Further weakness in the global financial markets could have a negative impact on CoreCard
due to potential customers (most of whom are financial institutions or services firms)
delaying purchase or implementation decisions. |
| • | Stricter regulations and reluctance by financial institutions to act as sponsor banks for
prospective customers (such as issuers and processors of credit and prepaid cards) could
increase CoreCard’s losses and cash requirements. |
| • | Delays in software development projects could cause our customers to delay implementations
or delay payments, which would increase our costs and reduce our revenue. |
| • | Our CoreCard subsidiary could fail to deliver software products which meet the business and
technology requirements of its target markets within a reasonable time frame and at a price
point that supports a profitable, sustainable business model. |
| • | As an alternative to licensing its software, CoreCard is now offering outsourced processing
services running on the CoreCard software system. There are numerous risks associated with
entering any new line of business and if CoreCard fails to manage the risks associated with
its processing operations, it could have a negative impact on our business. |
| • | One of ChemFree’s customers represented 31 percent of our consolidated revenue in the first
quarter of 2011 and any unplanned changes in the volume of orders or timeliness of payments
from such customer could potentially have a negative impact on inventory levels and cash, at
least in the near-term. |
| • | It is unclear whether the activity in the ChemFree legal action described in Note 2 to the
Consolidated Financial Statements will have any impact on our ChemFree subsidiary in the
foreseeable future but if the finding of invalidity of certain of ChemFree’s patents is
sustained in the judge’s final ruling, it could result in increased competition in the
marketplace and greater price pressure and lower margins, thus potentially impacting revenue,
profits and projected cash flows. In addition, it is possible that a negative ruling could
affect management’s estimate of future cash flows related to the patents. This could result
in a write down of some or all of the unamortized carrying value of the patents, which was
$166,000 as of March 31, 2011. |
| • | Delays in production or shortages of certain sole-sourced parts for our ChemFree products
could impact revenue and orders. |
| • | Anticipated increases in prices of raw materials and sub-assemblies could reduce ChemFree’s
gross profit if it is not able to offset such increased costs with higher selling prices for
its products or other reductions in production costs. |
| • | Software errors or poor quality control may delay product releases, increase our costs,
result in non-acceptance of our software by customers or delay revenue recognition. |
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| • | Competitive pressures (including pricing, changes in customer requirements and preferences,
and competitor product offerings) may cause prospective customers to choose an alternative
product solution, resulting in lower revenue and profits (or increased losses). |
| • | Increasing and changing government regulations in the United States and foreign countries
related to such issues as data privacy, financial and credit transactions could require
changes to our products and services which could increase our costs and could affect our
existing customer relationships or prevent us from getting new customers. |
| • | CoreCard could fail to expand its base of customers as quickly as anticipated, resulting in
lower revenue and profits (or increased losses) and increased cash needs. |
| • | In certain situations, ChemFree’s lease customers are permitted to terminate the lease
covering a SmartWasher® machine, requiring the unamortized balance of the original machine
cost to be written off which could reduce profits in that reporting period and result in lower
revenue in future periods. |
| • | CoreCard could fail to retain key software developers and managers who have accumulated
years of know-how in our target markets and company products, or fail to attract and train a
sufficient number of new software developers and testers to support our product development
plans and customer requirements at projected cost levels. |
| • | Delays in anticipated customer payments for any reason would increase our cash requirements
and possibly our losses. |
| • | Declines in performance, financial condition or valuation of minority-owned companies could
cause us to write-down the carrying value of our investment or postpone an anticipated
liquidity event, which could negatively impact our earnings and cash. |
| • | Failure to meet the continued listing standards of NYSE Amex could result in delisting of
our common stock, with a potentially negative impact on the market price and liquidity of our
common stock. |
| • | Our future capital needs are uncertain and depend on a number of factors; additional
capital may not be available on acceptable terms, if at all. |
| • | Other general economic and political conditions could cause customers to delay or cancel
software purchases. |
| Item 4. | Controls and Procedures |
As of the end of the period covered by this report, the company carried out an evaluation, under
the supervision and with the participation of the company’s management, including the company’s
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and
operation of the company’s disclosure controls and procedures pursuant to Rule 13a-15(b) under the
Exchange Act. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the company’s disclosure controls and procedures are effective. There were no
significant changes in the company’s internal control over financial reporting or in other factors
identified in connection with this evaluation that occurred during the period covered by this
report that have materially affected, or are reasonably likely to materially affect, the company’s
internal control over financial reporting.
Part II. OTHER INFORMATION
| Item 1. | Legal Proceedings |
As previously reported, our ChemFree subsidiary is a party to an action it brought against J.
Walter Co. Ltd. and J. Walter, Inc. in the United States District Court for the Northern District
of Georgia, which is described in Note 6 to the Consolidated Financial Statements. In September
2007, ChemFree sought sanctions against the defendants in that action and the law firm then
representing the defendants for asserting a frivolous defense and counterclaim. In June 2008, the
court imposed sanctions on the law firm, who no longer represents the defendants, and ChemFree
submitted an application to the court seeking an award of attorneys fees associated with defending
the frivolous claims. On May 3, 2011, ChemFree entered into a Settlement Agreement with the
defendants’ former attorneys whereby they agreed to pay $450,000 to ChemFree in settlement of
ChemFree’s claim for attorneys fees. The Settlement Agreement was approved by the court
on May 6, 2011.
Other than the J. Walter litigation, we are not currently subject to any material legal
proceedings. However, from time to time, we may become a party to certain legal proceedings in the
ordinary course of business. We do not believe any ongoing legal proceedings will have a material
adverse effect on our consolidated financial position or results of operations.
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| Item 5. | Other Information |
On May 4, 2011, we amended and restated our articles of incorporation to delete provisions
authorizing the issuance of Series A Preferred Stock. No shares of Series A Preferred Stock have
ever been issued, and such shares were issuable only pursuant to the company’s Rights Plan dated
November 25, 1997, which has now expired.
| Item 6. | Exhibits |
The following exhibits are filed or furnished with this report:
| 3.1 | Amended and Restated Articles of Incorporation of the Registrant dated May 4, 2011, filed
herewith. |
|||
| 3.2 | Bylaws of the Registrant dated December 7, 2007. (Incorporated by reference to Exhibit 3.2 of
the Registrant’s Form 8-K dated December 7, 2007.) |
|||
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. |
|||
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. |
|||
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer furnished as required by
Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| INTELLIGENT SYSTEMS CORPORATION Registrant |
||||
| Date: May 9, 2011 | By: | /s/ J. Leland Strange | ||
| J. Leland Strange | ||||
| Chief Executive Officer, President | ||||
| Date: May 9, 2011 | By: | /s/ Bonnie L. Herron | ||
| Bonnie L. Herron | ||||
| Chief Financial Officer | ||||
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EXHIBIT INDEX
| Exhibit | ||||
| No. | Descriptions | |||
| 3.1 | Amended and Restated Articles of Incorporation of the Registrant dated May 4, 2011, filed herewith. |
|||
| 3.2 | Bylaws of the Registrant dated December 7, 2007. (Incorporated by reference to Exhibit 3.2 of the
Registrant’s Form 8-K dated December 7, 2007.) |
|||
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|||
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|||
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer furnished as required by
Section 906 of the Sarbanes-Oxley Act of 2002. |
|||
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