UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2003
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________ to _________
Commission file number: 0-26056
IMAGE SENSING SYSTEMS, INC.
---------------------------
(Exact name of small business issuer as specified in its charter)
Minnesota 41-1519168
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
500 SPRUCE TREE CENTRE
1600 UNIVERSITY AVE. W.
ST. PAUL, MN 55104-3825
----------------------------------------
(Address of principal executive offices)
(651) 603-7700
----------------------------------------
(Issuer's telephone number)
Not Applicable
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required by Section 13 or 15(d)
of the Exchange Act during the past 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 [_]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date: Common Stock, $.01 par value, 3,209,677
shares as of July 18, 2003.
IMAGE SENSING SYSTEMS, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page No.
--------
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets as of
June 30, 2003 and December 31, 2002 4
Condensed Consolidated Statements of Income for the
Three- and Six-month periods ended June 30, 2003
and 2002 5
Condensed Consolidated Statements of Cash Flows for the
Six-month periods ended June 30, 2003 and 2002 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Disclosure Controls and Procedures 11
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 14
2
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Quarterly Report on Form 10-QSB 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 "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 the Company's actual results to differ materially
from the results discussed in the forward-looking statements. Factors that might
cause such differences include, but are not limited to:
o lack of market acceptance of our products;
o budget constraints by governmental entities that purchase our
products;
o dependence on third parties for manufacturing and marketing
our products;
o continuing ability of our licensee to pay royalties owed;
o our inability to diversify our product offerings;
o revenue fluctuations caused by our dependence on sales to
governmental entities;
o failure to secure adequate protection for our intellectual
property rights;
o failure to respond to evolving industry standards and
technological changes;
o our inability to properly manage a growth in revenue and/or
production requirements;
o our inability to meet our future additional capital
requirements;
o our inability to retain key scientific and technical
personnel;
o control of our voting stock by insiders; and
o conditions beyond our control such as war, terrorist attacks,
severe acute respiratory syndrome (SARS) epidemic and economic
recession.
We caution that the forward-looking statements made in this report or in other
announcements made by the Company are further qualified by the factors set forth
in the Cautionary Statement included as Exhibit 99.1 to this Quarterly Report.
3
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
IMAGE SENSING SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, December 31,
2003 2002
----------- ------------
(Unaudited) (Note)
ASSETS
Current assets:
Cash and cash equivalents $3,252,000 $2,625,000
Accounts receivable 1,943,000 1,417,000
Inventories 256,000 174,000
Prepaid expenses 146,000 123,000
Deferred income taxes 267,000 267,000
---------- ----------
Total current assets 5,864,000 4,606,000
Property and equipment, net 143,000 167,000
Other assets:
Capitalized software development costs, net 807,000 937,000
Goodwill 1,050,000 1,050,000
Other 29,000 29,000
---------- ----------
1,886,000 2,016,000
---------- ----------
Total assets $7,893,000 $6,789,000
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 548,000 $ 412,000
Due to former shareholders of subsidiary -- 450,000
Accrued compensation 462,000 546,000
Income taxes payable 414,000 104,000
Deferred revenue 14,000 13,000
---------- ----------
Total current liabilities 1,438,000 1,525,000
Deferred income taxes 141,000 141,000
Shareholders' equity:
Common stock 32,000 32,000
Additional paid-in capital 4,832,000 4,717,000
Retained earnings 1,450,000 374,000
---------- ----------
6,314,000 5,123,000
---------- ----------
Total liabilities and shareholders' equity $7,893,000 $6,789,000
========== ==========
Note: The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements.
See accompanying notes
4
IMAGE SENSING SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three-Month Periods Ended Six-Month Periods Ended
June 30 June 30
------------------------------ -----------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
REVENUE:
Product sales $ 1,051,000 $ 594,000 $ 1,459,000 $ 1,232,000
Royalties 1,546,000 1,588,000 2,689,000 2,542,000
Consulting services -- 54,000 5,000 72,000
----------- ----------- ----------- -----------
2,597,000 2,236,000 4,153,000 3,846,000
COSTS OF REVENUE:
Product sales 414,000 287,000 618,000 596,000
Royalties 76,000 90,000 127,000 137,000
Consulting services -- 30,000 2,000 41,000
----------- ----------- ----------- -----------
490,000 407,000 747,000 774,000
----------- ----------- ----------- -----------
Gross profit 2,107,000 1,829,000 3,406,000 3,072,000
OPERATING EXPENSES:
Selling, marketing and product support 585,000 566,000 1,098,000 1,223,000
General and administrative 286,000 373,000 566,000 686,000
Research and development 162,000 124,000 345,000 358,000
Restructuring -- 206,000 -- 474,000
----------- ----------- ----------- -----------
1,033,000 1,269,000 2,009,000 2,741,000
----------- ----------- ----------- -----------
Income from operations 1,074,000 560,000 1,397,000 331,000
Other income (expense), net (3,000) 8,000 -- 11,000
----------- ----------- ----------- -----------
Income before income taxes 1,071,000 568,000 1,397,000 342,000
Income taxes 244,000 6,000 319,000 6,000
----------- ----------- ----------- -----------
Net income 827,000 562,000 $ 1,078,000 $ 336,000
=========== =========== =========== ===========
Net income per common share:
Basic $ 0.26 $ 0.18 $ 0.34 $ 0.11
=========== =========== =========== ===========
Diluted $ 0.24 $ 0.18 $ 0.31 $ 0.11
=========== =========== =========== ===========
Weighted average number of common shares outstanding:
Basic 3,182,000 3,153,000 3,180,000 3,153,000
=========== =========== =========== ===========
Diluted 3,475,000 3,178,000 3,464,000 3,165,000
=========== =========== =========== ===========
See accompanying notes
5
IMAGE SENSING SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six-Month Periods Ended
June 30
------------------------------
2003 2002
----------- -----------
OPERATING ACTIVITIES:
Net income $ 1,078,000 $ 336,000
Adjustments to reconcile net income to net cash
provided by operating activities (40,000) (109,000)
----------- -----------
Net cash provided by operating activities 1,038,000 227,000
INVESTING ACTIVITIES:
Purchase of property and equipment (43,000) (12,000)
Proceeds from sale of equipment -- 25,000
Purchase of minority interest of Flow Traffic -- (300,000)
----------- -----------
Net cash used in investing activities (43,000) (287,000)
FINANCING ACTIVITIES:
Proceeds from exercise of stock options 82,000 --
Payment to former shareholders of subsidiary (450,000) --
----------- -----------
Net cash used in financing activities (368,000) --
----------- -----------
Increase (decrease) in cash and cash equivalents 627,000 (60,000)
Cash and cash equivalents, beginning of period 2,625,000 1,200,000
----------- -----------
Cash and cash equivalents, end of period $ 3,252,000 $ 1,140,000
=========== ===========
See accompanying notes
6
IMAGE SENSING SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 2003
Note A: Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-QSB. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. In the opinion of management, all
adjustments (consisting only of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the six-month
period ended June 30, 2003 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2003. For further information,
refer to the consolidated financial statements and footnotes thereto for the
year ended December 31, 2002.
Certain reclassifications have been made in the 2002 condensed consolidated
financial statements to conform to the 2003 presentation.
Note B: Net Income Per Share
The following table sets forth the computations of basic and diluted net income
per share (in thousands, except per share information):
Three-Month Periods Six-Month Periods
Ended June 30 Ended June 30
---------------------- ----------------------
2003 2002 2003 2002
------ ------ ------ ------
Numerator:
Net income $ 827 $ 562 $1,078 $ 336
====== ====== ====== ======
Denominator:
Shares used in basic net
income per share 3,182 3,153 3,180 3,153
calculation:
Effect of diluted securities:
Employee and director
stock options 293 25 284 12
------ ------ ------ ------
Shares used in diluted
net income per share
calculations 3,475 3,178 3,464 3,165
====== ====== ====== ======
Basic net income per share $ .26 $ .18 $ .34 $ .11
Diluted net income per share $ .24 $ .18 $ .31 $ .11
7
Options to purchase 6,000 and 589,760 shares of common stock with a weighted
average exercise price of $7.50 and $2.63 per share were outstanding at June 30,
2003 and 2002, respectively, but were not included in the computation of diluted
net income per share because the exercise price exceeded the average market
price of the common shares during the period.
Note C: Stock Options
Stock options issued to employees are accounted for under the intrinsic value
method as prescribed by APB Opinion No. 25, "Accounting for Stock Issued to
Employees." Except for performance based stock options, no stock-based employee
compensation cost is reflected in net income, as all options granted had an
exercise price equal to the market value of the underlying common stock on the
date of grant. The following table illustrates the effect on net income and net
income per share if we had applied the fair value method of accounting for stock
options under the provisions of FASB Statement No. 123, "Accounting for
Stock-Based Compensation" using the assumptions described below (in thousands,
except per share information):
Three-Month Periods Six-Month Periods
Ended June 30, Ended June 30,
---------------------------- ----------------------------
2003 2002 2003 2002
--------- --------- --------- ---------
Net income, as reported $ 827 $ 562 $ 1,078 $ 336
Deduct: Total stock-based employee
compensation expense determined under the
fair value method for all awards, net of
related tax effects 66 51 134 287
--------- --------- --------- ---------
Pro-forma net income 761 511 944 49
========= ========= ========= =========
Net income per share:
Basic - as reported $ .26 $ .18 $ .34 $ .11
Basic - pro forma $ .24 $ .16 $ .30 $ .02
Diluted - as reported $ .24 $ .18 $ .31 $ .11
Diluted - pro forma $ .22 $ .16 $ .27 $ .02
For purposes of the pro forma information the fair value of each stock option
granted is estimated on the date of grant using the Black-Scholes option-pricing
model with the following weighted-average assumptions used: zero dividend yield;
expected volatility of 136% in 2003 and in 2002; risk-free interest rate of
4.25% in 2003 and in 2002; and expected life of 10 years for all years
presented.
8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview:
We have developed proprietary machine vision technology that converts real world
information into digital electronic signals for processing by computer, and have
applied it to traffic management problems. Our technology uses standard video
and computer equipment, combined with proprietary technology, including complex
detection algorithms, computer software, special purpose hardware, and a
Microsoft Windows(R)-based graphical user interface that enables standard video
cameras to work with the Autoscope system. The majority of our revenue is
derived from royalties received from Econolite Control Products, Inc., our North
American and Latin American distribution partner, based on its sales of traffic
control products which use our technology. A secondary source of revenue comes
from direct sales, which are primarily to customers in Europe and Asia.
Our critical accounting policies, including the assumptions and judgments
underlying them, are disclosed in Management's Discussion and Analysis of
Financial Condition and Results of Operations in Form 10-KSB for the fiscal year
ended December 31, 2002. These policies have been consistently applied in all
material respects and address such matters as revenue recognition, goodwill and
income tax accounting. While the estimates and judgments associated with the
application of these policies may be affected by different assumptions or
conditions, we believe the estimates and judgments associated with the reported
amounts are appropriate under the circumstances.
Results of Operations (Comparison of Three-and Six-Month Periods Ended June 30,
2003 and 2002):
Revenues for the second quarter of 2003 were $2,597,000, up 16% from $2,236,000
for the same period a year ago. The increase in revenues for the second quarter
was due primarily to a 77% increase in product sales over the comparable period
in 2002, which was offset in part by a 3% decrease in royalty income compared to
the second quarter of 2002. The increase in sales revenue was due primarily to
large product orders shipped to customers in Korea, China and Europe in the
second quarter. The largest orders in both Asia and Europe were for products
introduced within the past year. Royalty income for the second quarter of 2003
failed to match the comparable period in 2002 because Econolite was not able to
duplicate the very large second quarter sale in 2002 for a massive road
construction project in the Denver, Colorado area.
Revenues for the six-month period ended June 30, 2003, were $4,153,000, an
increase of 8% from $3,846,000 a year ago. The increase in product sales in the
second quarter of 2003 was the primary reason for the increase. An increase in
royalty income from Econolite of 6% over the comparable six-month period in 2002
also contributed to the increase in revenues.
Gross profits for the second quarter of 2003 were $2,107,000, or 81% of revenue,
compared to $1,829,000, or 82% of revenue, for the same period a year ago. Gross
profits for the six-month period ended June 30, 2003 were $3,406,000, or 82% of
revenue, compared to $3,072,000 or 80% of revenue a year ago. The slight
9
decrease in gross profit margin for the second quarter was due primarily to
the decreased mix of higher margin royalty income as a percentage of total
revenue, which was offset in part by improved margins on product sales. These
margins increased to 61% from 52% for the comparable period in 2002, reflecting
higher margins on new products introduced in 2003. The margin increase for the
first half of 2003 over 2002 was due primarily to increased margins on product
sales from 52% to 58%. We do not expect that our cost of product sales relative
to product sales or royalty costs relative to royalty income will change
appreciably during the balance of 2003.
Operating expenses were $1,033,000 for the second quarter of 2003 compared to
$1,269,000 for the same period a year ago. The decrease is due primarily to the
non-recurrence of $206,000 in severance pay and other restructuring costs
incurred in the second quarter of 2002. For the first half of 2003, operating
costs were $2,009,000 compared to $2,741,000 for the first half of 2002. The
decrease was due primarily to severance and other restructuring costs totaling
$474,000 incurred in the first and second quarters of 2002, which did not recur
in 2003. Employment cost savings from the restructuring continue to contribute
to the decrease in operating expenses.
Research and development expenses were $162,000 in the second quarter of 2003
compared to $124,000 for the same period a year ago, while R & D expenses were
$345,000 for the six-month period ended June 30, 2003 compared to $358,000 for
the comparable period in 2002. The increase in the second quarter of 2003 over
the comparable period in 2002 was due primarily to increased activity in
developing communication protocols and other software upgrades. The slight
decrease for the first half of 2003 compared to 2002 resulted primarily from
fewer new product development projects and a smaller engineering staff in the
first quarter of 2003 compared to the same period a year ago.
Income taxes for the second quarter and first half of 2003 are not comparable to
the same periods in 2002 when the entire federal tax expense was offset by net
operating loss carryforwards. In 2003 we expect to recognize the remaining net
operating loss and research and development tax credit carryforwards, which will
reduce our income tax expense below the 35% statutory level. As of June 30,
2003, we have net operating loss carryforwards for income tax purposes of
$372,000 and research and development tax credits carryforwards of $321,000 that
expire in the years 2007 through 2020.
Liquidity and Capital Resources:
Cash and cash equivalents increased by $627,000 for the first half of 2003
compared to a decrease in cash and cash equivalents of $60,000 for the same
period a year ago. In the first half of 2003, cash was provided primarily from
operating activities, offset in part by payments to former shareholders of our
subsidiary, Flow Traffic Ltd. For the same period a year ago we had made a
$300,000 initial payment for the acquisition of the minority interest in Flow
Traffic Ltd.
At June 30, 2003, we had $3,252,000 in cash and cash equivalents along with an
available revolving line of credit with a bank of $500,000. Management believes
that our cash and investment position, anticipated cash flows from operations,
and funds available through our bank line of credit will be sufficient to meet
cash and working capital requirements for current operations for the forseeable
future.
10
Item 3. Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including
our Chief Executive Officer and 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) or 15d-15(e) under the Securities
Exchange Act of 1934 (the "Exchange Act")). Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that, as of the
end of the period covered by this report, our disclosure controls and procedures
were effective in timely alerting them to the material information relating to
us (or our consolidated subsidiary) required to be included in the reports we
file or submit under the Exchange Act.
Changes in Internal Control Over Financial Reporting
During the fiscal quarter covered by this report, there has been no change in
our internal control over financial reporting (as defined in Rule 13a-15(f) or
15d-15(f) under the Exchange Act) that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
PART II: OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of shareholders on May 22, 2003, in St.
Paul, Minnesota. The Company solicited proxies and filed its definitive proxy
statement with the Commission pursuant to Regulation 14A. The only matter voted
on at the meeting was the election of directors.
Director For Withhold Authority
-------- --------- ------------------
Panos G. Michalopoulos 2,970,983 29,151
Richard C. Magnuson 2,999,183 951
Richard P. Braun 2,999,883 251
James Murdakes 2,998,883 1,251
Michael G. Eleftheriou 2,971,383 12,080
11
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibits are furnished as part of this quarterly report on Form
10-QSB for the quarterly period ended June 30, 2003.
Exhibit
Number Description
31.1 Certification of Chief Executive Officer.
31.2 Certification of Chief Financial Officer.
32.1 Chief Executive Officer Certification Pursuant to
U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.2 Chief Financial Officer Certification Pursuant to
U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
99.1 Cautionary Statement, incorporated herein by
reference to Exhibit 99.1 to the Company's
Form 10-KSB for the fiscal year ended
December 31, 2002.
(b) Reports on Form 8-K
On April 24, 2003, we furnished a Current Report on Form 8-K disclosing
a financial press release dated April 23, 2003.
12
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Image Sensing Systems, Inc.
Date: August 12, 2003 /s/ James Murdakes
--------------------------------------------
James Murdakes
Chairman and Chief Executive Officer
(principal executive officer)
Date: August 12, 2003 /s/ Arthur J. Bourgeois
--------------------------------------------
Arthur J. Bourgeois
Chief Financial Officer
(principal financial and accounting officer)
13