Form 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
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For the transition period from to
Commission file number 1-9330
INTELLIGENT SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
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| Georgia
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58-1964787 |
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| (State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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| 4355 Shackleford Road, Norcross, Georgia
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30093 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number: (770) 381-2900
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class
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Name of each exchange on which registered |
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| Common Stock, $.01 par value
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NYSE Alternext US |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Act. Yes o No þ
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. 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):
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ |
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
State the aggregate market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was sold, or the average bid and
asked price of such common equity, as the last business day of the registrant’s most recently
completed second fiscal quarter.
The aggregate market value of the Common Stock held by non-affiliates of the registrant on June 30,
2008 was $8,106,000 (computed using the closing price of the Common Stock on June 30, 2008 as
reported by the NYSE Alternext US).
As of February 28, 2009, 4,478,971 shares of Common Stock of the registrant were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s Proxy Statement for the Annual
Meeting of Shareholders are incorporated by reference in Part III hereof.
PART I
Forward-Looking Statements
In addition to historical information, this Form 10-K may contain forward-looking
statements relating to Intelligent Systems Corporation (“ISC”). All statements,
trend analyses and other information contained in the following discussion
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”, “likely” 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, and that
actual results may differ materially from those contemplated by such
forward-looking statements. A number of the factors that we believe could impact
our future operations are discussed in Management’s Discussion and Analysis in
Item 7 of this Form 10-K. ISC undertakes no obligation to update or revise its
forward-looking statements to reflect changed assumptions, the occurrence of
unanticipated events or changes in future operating results.
ITEM 1. BUSINESS
Overview
Intelligent Systems Corporation, a Georgia corporation, and its predecessor companies have operated
since 1973 and its securities have been publicly traded since 1981. In this report, sometimes we
use the terms “company”, “we”, “ours” and similar words to refer to Intelligent Systems
Corporation. Our executive offices are located at 4355 Shackleford Road, Norcross, Georgia 30093
and our telephone number is (770) 381-2900. Our Internet address is www.intelsys.com. We publish
our Securities and Exchange Commission (“SEC”) reports on our website as soon as reasonably
practicable after we file them with or furnish them to the SEC, and shareholders may access and
download these reports free of charge.
Since the early 1980’s, we have conducted our operations principally through wholly and majority
owned subsidiaries or minority owned affiliates to which we devote extensive management resources.
Depending upon the needs of each company, we may undertake a variety of roles including day-to-day
management of operations, board of director participation, financing, market planning, strategic
contract negotiations, personnel and administrative roles, and similar functions. Currently, our
subsidiary and affiliate companies are primarily in the information technology industry
(principally software for business applications) although our largest subsidiary company is in the
industrial products industry. A common thread in our corporate and subsidiary efforts is bringing
new applications of technologies to business markets. Thus, one element of our business model is
being proactive in identifying emerging technologies, markets, or companies that may advance our
interests. From time to time, we see promising companies or technologies that may be candidates
for acquisition or that we believe are in line with our corporate or subsidiaries’ strategic
direction, thus warranting an investment of our time and money in order to build future shareholder
value. In addition, from time to time, we may sell one of our companies or we may increase our
investment in a less-than-wholly owned company. As a result, our ownership position in a given
company may change from time to time, our results of operations may vary considerably from
quarter-to-quarter and year-to-year, and our past performance is not necessarily indicative of
future results.
Financial Reporting
We consolidate the results of operations of companies in which we own a majority interest or over
which we exert control. We generally account for investments by the equity method for minority
owned companies in which we own 20 to 50 percent and over which we do not exert control. In
general, under the equity method, we report our pro rata share of the income or loss generated by
each of these businesses as equity income/losses of affiliates on a quarterly basis. These equity
losses and income decrease or increase, respectively, the cost basis of our investment. Privately
owned corporations in which we own less than 20 percent of the equity are carried at the lower of
cost or market.
Intelligent Systems Corporation
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Industry Segments Overview
Our consolidated companies operate in two industry segments: Information Technology Products and
Services and Industrial Products. The Information Technology Products and Services segment
includes CoreCard Software, Inc. (“CoreCard”) and the Industrial Products segment consists of
ChemFree Corporation (“ChemFree”). As of December 31, 2008, we own 100 percent of ChemFree and 95
percent of CoreCard. We also have two wholly owned subsidiaries, CoreCard SRL and ISC Software in
Romania and India, respectively, that perform software development and testing for CoreCard. On
April 16, 2008, we sold the business of our VISaer, Inc. subsidiary and accordingly, we have
classified the VISaer operations as Discontinued Operations for all periods presented.
In our Industrial Products segment, the ChemFree subsidiary designs, assembles and sells
bioremediating parts washers and associated supplies that are used by commercial, industrial,
military and government agencies to maintain and service machinery or vehicles used in their
operations. Our assembled products are shipped to resellers or direct to customer sites and do not
require set-up or on-site support from us. Unit pricing varies by model but typical end-user
prices are less than $2,000 per unit. Customers purchase replacement supplies consisting of fluid
and filters from us after the initial parts washer sale. In some cases, we provide equipment to
multi-site corporate users under leases which typically range between three and four years.
In our Information Technology Products and Services segment, the CoreCard Software subsidiary
designs, develops and licenses application software products that are used by business customers to
manage their financial transaction processing operations. Our software products are typically sold
in competitive situations with relatively long sales and implementation cycles. We receive
software license fees that vary depending upon the number of licensed users and the number of
software modules licensed with total contract revenue typically ranging from $150,000 to over $1
million. We also derive service revenue from implementation, customization, training and support
services. Depending on factors such as contract terms, customer implementation and testing
schedule, and extent of customization or configuration required, the timing of revenue recognition
on software contracts is not generally predictable by us with any degree of certainty and may lead
to considerable fluctuation in revenue and profitability, which in turn affects our consolidated
revenue and margins.
The business in our segments is not seasonal on a consolidated basis although there is generally
some slowdown in ChemFree’s European business in late summer. The business discussion which
follows contains information on products, markets, competitors, research and development and
manufacturing for our operating subsidiaries organized by industry segment. For further detailed
financial information concerning our segments, see Note 16 in the accompanying Notes to
Consolidated Financial Statements. For further information about trends and risks likely to impact
our business, please refer to Management’s Discussion and Analysis in Item 7 of this Form 10-K.
Industrial Products Segment
ChemFree Corporation — ChemFree, our largest subsidiary in terms of revenue, designs, manufactures
and markets a line of parts washers under the SmartWasher® trademark. The SmartWasher® system uses
a proprietary advanced bio-remediation system that cleans automotive and machine parts without
using hazardous, solvent-based chemicals. Typically, the SmartWasher® system consists of a molded
plastic tub and sink, recirculating pump, heater, control panel, filter with microorganisms, and
aqueous-based degreasing solutions. Unlike traditional solvent-based systems, there are no
regulated, hazardous products used or produced in the process and the SmartWasher® system is
completely self-cleaning. ChemFree sells replacement fluid and filters to its customers on a
regular basis after the initial parts washer sale. ChemFree has numerous U.S. and European
patents covering its SmartWasher® system and protects its proprietary fluid and filters as trade
secrets. As the leader in bio-remediating parts washers, ChemFree seeks to continually bring new
product enhancements, formulations and features to the market.
ChemFree’s markets include the automotive, transportation, industrial and military markets. The
automotive market includes companies and governmental agencies with fleets of vehicles, individual
and chain automobile service centers and auto parts suppliers. The industrial market includes
customers with machinery that requires routine maintenance, such as power plants and tool and
equipment rental companies. Military applications include vehicle, aircraft and weapons
maintenance. ChemFree sells its products directly to high volume customers as well as through
several distribution channels, including international distributors in Europe, Canada, Latin
America and the Pacific Rim. ChemFree also sells under a General Services Administration schedule
to government agencies. Because ChemFree sells in part through large national non-exclusive
distributors such as NAPA in the United States and exclusive distributors in certain international
markets, its results could be impacted negatively if one or more of
such distributors stops carrying ChemFree products. One of ChemFree’s domestic distributors
represented 12 percent of our consolidated revenue in both 2008 and 2007 and 15 percent and 14
percent of our Industrial Products Segment revenue in 2008 and 2007, respectively. Part of
ChemFree’s revenue is derived from multi-year lease contracts under which ChemFree provides
SmartWashers® and supplies to nationwide chains of auto repair shops, such as Firestone, Tires Plus
and Pep Boys.
Intelligent Systems Corporation
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In the past two years, ChemFree increased its sales to large volume corporate customers such as
Cintas and The Home Depot on a direct basis rather than through its distributor network. In both
2008 and 2007, one such corporate customer accounted for 46 percent of ChemFree’s revenue (37
percent and 32 percent of consolidated revenue in 2008 and 2007, respectively) as a result of the
successful roll-out of a national sales program that supplied SmartWasher® machines and fluid and
filter replenishment to the customer’s installed base of clients. As expected, the initial high
volume of orders for SmartWasher® machines in 2007 and early 2008 declined to a lower monthly level
in the second half of 2008 with steady follow-on sales of fluid and filters to the installed base
of machines.
ChemFree competes with companies that offer solvent-based systems, other companies that offer
aqueous-based systems, and hazardous waste hauling firms. Although smaller than some established
solvent-based firms, ChemFree believes it is competitive based on product features, positive
environmental impact, desirable health and safety features, less burdensome regulatory compliance,
and cleaning performance. ChemFree believes that overall domestic and international market demand
for its products could increase significantly if environmental regulations in the U.S. and overseas
prohibiting or restricting the use of solvent-based products, with which ChemFree’s products
compete, continue to become increasingly stringent and such regulations are enforced effectively by
state, local and national governments.
Customer and warranty service, typically covering a one-year period, generally consists of shipping
a replacement part to the customer or returning a defective product to either ChemFree or its
distributors and dealers. ChemFree purchases raw materials and certain major sub-assemblies built
to its specifications from various manufacturers and performs assembly and testing at its facility
in Norcross, Georgia. ChemFree also blends its proprietary fluid at its facility. While it is
possible to acquire most parts and sub-assemblies from multiple sources, ChemFree frequently
contracts with a single source for certain components in order to benefit from lower prices and
consistent quality, especially with respect to molded plastic parts which are produced using
ChemFree owned molds. One sub-assembly has only a single qualified supplier presently and
shortages or price increases associated with such supplier could impact ChemFree’s ability to meet
market demand for its products and/or increase its cost of goods sold. In the past two years, the
cost of certain parts has increased due to increases in the cost of plastic materials resulting
from higher oil prices, which increase has been offset in part by cost reductions related to new
product designs as well as price increases on certain products beginning in mid-2008.
Information Technology Products and Services Segment
CoreCard Software, Inc. — CoreCard was spun off from our former affiliate company, PaySys
International, in April 2001. CoreCard designs, develops, and markets transaction processing
software to accounts receivable businesses, financial institutions (such as banks and credit
unions), retailers and processors to manage their credit and debit card, prepaid cards, private
label cards, fleet cards, loyalty programs, and accounts receivable and small loan transactions.
CoreCard has developed software applications based on its core financial transaction processing
platform (CoreENGINE™) to address the unique requirements of customers issuing:
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Credit/Debit Cards — involving revolving or non-revolving credit issued to consumer or
business accounts (with or without a physical card) that typically involve interest, fees,
settlement, collections, etc. Within this market, CoreCard offers software specifically
tailored to handle private label cards, network branded (i.e. MasterCard or VISA) bank
cards, fleet cards and short-term consumer loans. |
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Prepaid Cards — involving pre-loaded funds drawn down for purchase or cash withdrawal
typically involving a variety of fees but no interest. Numerous examples exist including
gift cards, loyalty/reward cards, health benefit cards, payroll and benefits disbursement,
government assistance payments, and transit cards. |
CoreCard products allow financial institutions and commercial customers to optimize their card
account management systems, improve customer retention, lower operating costs and create greater
market differentiation. CoreCard’s feature-rich, browser-based financial transaction processing
software allows customers to automate, streamline and optimize business processes associated with
the set-up, administration, management and settlement of credit, prepaid and loan accounts, to
process transactions, and to generate reports and statements for these accounts. Because
CoreCard’s products are designed to run on
PC-based servers, rather than legacy mainframe computers, customers benefit from a lower overall
cost-of-ownership, scalability, and increased flexibility to respond to market trends. CoreCard’s
product functionality includes embedded multi-lingual, multi-currency support, a Web-based
interface, real-time processing, complex rules-based authorizations, account hierarchies, and
robust fee libraries that support customer-defined pricing and payment terms.
Intelligent Systems Corporation
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CoreCard’s principal target markets include accounts receivable businesses, prepaid cards issuers,
retail and private-label issuers, small third-party processors, and small and mid-size financial
institutions in the United States and in emerging international markets. The company expects that
a significant amount of its bankcard business will come from international markets, particularly
with respect to banks and similar institutions that are less inclined to outsource their processing
than are the domestic U.S. banks. CoreCard competes with larger and more established software
suppliers, and a number of software solution providers that offer more limited functional modules.
CoreCard also competes with third-party card processors that allow potential prospects to outsource
their account transaction processing rather than acquire software to manage their transactions
in-house. Certain of CoreCard’s competitors, including processors, may have significantly more
financial, marketing and development resources than does CoreCard and have large, established
customer bases often tied to long-term contracts. CoreCard believes it can compete successfully in
its selected markets by providing customers with a robust technology platform, lower overall
cost-of-ownership, greater system flexibility, multilingual/multicurrency capabilities and more
customer-driven marketing options. Furthermore, we believe that CoreCard’s products can be
configured and deployed to address problems in managing certain types of financial transactions
that are not being addressed by other alternatives. CoreCard is also introducing a unique offering
called Custom Processing, which it believes will be an attractive alternative particularly for
small, pre-paid card issuers. Under the Custom Processing option, customers will contract with
CoreCard to provide processing services for their accounts using CoreCard software configured to
the customer’s preferences, with a built-in option to license the same software and bring it
in-house when and if the customer decides to become its own processor in the future. One challenge
facing many emerging software companies is overcoming the reluctance of risk-averse financial
customers to acquire software from a company with limited customer installations. Through 2008,
CoreCard therefore focused its extensive development and limited sales activities on establishing a
growing base of reference customers in its target markets. In 2008, the company added new fleet
and prepaid card customers to its reference base and plans to expand its marketing activities in
2009.
CoreCard licenses its software products typically for a one-time license fee or, in the case of its
prepaid card software offering, for an initial installation charge and a monthly fee based on
number of accounts processed. It provides maintenance and support services under annual contracts,
as well as professional services for customization, implementation, testing and training
activities. Generally, CoreCard expects to sell its products directly to customers in the U.S. but
may work with a small number of resellers and third parties in international markets to identify
sell and support targeted opportunities. CoreCard’s principal software platform and modules
include CoreENGINE™, CoreISSUE™, CoreFRAUD™, CoreCOLLECT™, CoreSALES™ and CoreACQUIRE™ which are
configured with additional or specific functionality to meet the market and/or customer
requirements in applications such as private label, prepaid, bankcard or fleet.
The uncertainty and turmoil in the financial services sector of the domestic U.S. marketplace could
have a negative impact on buying decisions for potential customers. It could also impact the
willingness of banks and network associations (such as MasterCard or VISA) to approve new customer
programs which could lower demand for our product and service offerings in the near-term.
Incubator Program
For almost twenty years, we have operated the Gwinnett Innovation Park (formerly called the
Intelligent Systems Incubator) at our corporate facility in Norcross, a suburb of Atlanta, Georgia.
In exchange for a monthly facility fee, incubator companies have access to resources such as
office space, conference facilities, telecommunication and network infrastructure, business advice
and planning, and a network of professional services. Income from incubator companies reduces our
total corporate facility and personnel costs. Because we have a large facility, we are able to
offer the benefits of the incubator program to companies in which we have no ownership interest.
We view this program as a way to stay abreast of new business opportunities and trends which may
benefit our company while simultaneously contributing to our local community in a very positive
way.
Intelligent Systems Corporation
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Minority-Owned Partner Companies
A common thread in our corporate and subsidiary efforts is bringing new applications of
technologies to business markets. Thus, one element of our business model is being proactive in
identifying emerging technologies, markets, or companies that may advance our interests.
Accordingly, we seek to identify companies that we believe are involved in promising technologies
or markets with good growth potential. From time to time, we have acquired an investment in such
companies and may continue to do so as a regular part of our strategy. Typically, these companies
are privately held, early stage companies in technology-related fields. We are often actively
involved in helping the companies develop and implement their business plans. Currently, our
largest investment is a 25.5 percent interest in NKD Enterprises, LLC (dba CoreXpand), a software
services company with an e-commerce application that allows customers to centralize and control
purchases of supplies and consumables through an online company “store”. CoreXpand is located in
our Gwinnett Innovation Park.
Research and Development
We spent $3.5 million and $3.3 million in the years ended December 31, 2008 and 2007, respectively,
on company sponsored research and development. During the years ended December 31, 2008 and 2007,
almost all of our consolidated research and development expense related to our CoreCard subsidiary,
with the balance spent for research at ChemFree. In the past two years, we have averaged
approximately 140 employees in our offshore operations in Romania and India for software
development and testing for our Information Technology Products and Services Segment, at a lower
cost per employee than the domestic workforce.
Patents, Trademarks and Trade Secrets
Our ChemFree subsidiary has 11 U.S. patents issued and 15 patents in foreign jurisdictions issued
and pending covering various aspects of the design and construction of the SmartWasher® system and
the process of bioremediation used in the SmartWasher® system. ChemFree considers these patents an
important component of its overall business strategy. Furthermore, ChemFree considers the
proprietary formulation of the chemicals used in its fluids, which ChemFree protects as a trade
secret, to be an important intellectual property asset and competitive advantage. CoreCard has one
U.S. patent issued and another pending application in the U.S. covering aspects of its core
software engine. It may be possible for competitors to duplicate certain aspects of our products
and processes even though we regard such aspects as proprietary. We have registered with the U.S.
Patent and Trademark Office and various foreign jurisdictions numerous trademarks and service marks
for our products. We believe that an active trade secret, trade name, trademark, and copyright
protection program is important in developing and maintaining brand recognition and protecting our
subsidiaries’ intellectual property. Our companies presently market their products under
trademarks and service marks such as SmartWasher®, OzzyJuice®, OzzyBooster™ ChemFree®, CoreENGINE™,
CoreISSUE™, CoreCOLLECT™, and others.
Personnel
As of February 28, 2009, we had 188 full-time equivalent employees in our company (including our
subsidiaries in the United States and foreign countries). Our employees are not represented by a
labor union, we have not had any work stoppages or strikes and we believe our employee relations
are good.
Financial Information About Geographic Areas
Refer to Note 15 to the Consolidated Financial Statements for financial information in response to
this item. Except for the risk associated with fluctuations in currency we do not believe there
are any specific risks attendant to our foreign operations that are significantly different than
the general business risks discussed elsewhere in this Annual Report.
Intelligent Systems Corporation
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ITEM 2. PROPERTIES
At February 28, 2009, we have a lease covering approximately 61,000 square feet in Norcross, GA, to
house our product development, manufacturing, sales, service and administration operations for our
domestic subsidiaries. Our Norcross lease, which expires in June 2009, has an option to extend the
lease for another five year term. Approximately 9 percent of the space we lease in Norcross,
Georgia is subleased to non-affiliated businesses in our small business incubator. We also lease a
small office in Timisora, Romania and we own a 6,350 square foot office facility in Bhopal, India
to house the software development and testing activities of our offshore subsidiaries. We believe
our facilities are adequate for the foreseeable future. We do not invest in real estate or
interests in real estate, mortgages, or securities of persons primarily engaged in real estate
activities.
ITEM 3. LEGAL PROCEEDINGS
Our ChemFree subsidiary devotes considerable resources, including management time and legal fees,
to protect its rights in various patents and related contracts and expects to continue to do so in
the foreseeable future. From time to time, these efforts involve initiating legal action such as
the action described below.
In December 2004, ChemFree filed a patent infringement action against J. Walter Co. Ltd. and J.
Walter, Inc. in the United States Court for the Northern District of Georgia. The complaint
alleges that certain of the defendant’s products infringe various U.S. patents held by ChemFree and
seeks a ruling to compel the defendant to cease its infringing activities. The defendant has
asserted various defenses. The parties have completed the discovery phase of the case; no trial
date has been set but we expect the matter could come to trial in mid-2009 at the earliest. While
the resolution and timing of any legal action is not predictable, ChemFree believes it has
sufficient grounds to prevail in these actions, although there can be no assurance that the dispute
will be resolved in its favor. During the second and third quarter of 2008, several pre-trial
rulings were made by the judge assigned to the case with respect to various motions submitted by
ChemFree and J. Walter Co. Ltd. and J. Walter, Inc. One of the rulings awarded ChemFree legal
expenses related to a certain matter in an amount to be determined. Since the amount of the award
has not been determined at this time, no amount for awarded legal expenses has been accrued in the
accompanying Consolidated Financial Statements included in this Form 10-K.
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 none of these other matters will have
a material adverse impact on our consolidated financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We did not submit any matter to a vote of our shareholders during the fiscal quarter ended
December 31, 2008.
Intelligent Systems Corporation
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PART II
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES |
Market Information
Our common stock is listed and traded on the NYSE Alternext US (“NYSE”) under the symbol “INS”. The
following table sets forth, for the periods indicated, the range of high and low sales prices for
our common stock as reported by the NYSE.
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2008 |
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1st Quarter |
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3.99 |
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2.90 |
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4.48 |
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3.05 |
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2nd Quarter |
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3.75 |
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2.90 |
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4.46 |
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3.42 |
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3rd Quarter |
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3.60 |
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2.10 |
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3.75 |
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3.25 |
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4th Quarter |
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2.12 |
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0.66 |
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3.75 |
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2.85 |
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We had 321 shareholders of record as of February 28, 2009. This number does not include beneficial
owners of our common stock whose shares are held in the names of various dealers, clearing
agencies, banks, brokers and other fiduciaries. The company has not paid regular dividends in the
past and does not expect to pay any regular dividends in the foreseeable future. Under our
revolving line of credit facility, we are precluded from paying dividends without obtaining consent
from our lender. See Note 6 to the Consolidated Financial Statements.
In December 2008, the NYSE determined that we did not meet certain of the NYSE continued listing
standards, specifically relating to minimum shareholders’ equity of $4 million. On January 19,
2009, we submitted a plan to the NYSE outlining how we intend to regain compliance. On March 16,
2009, the NYSE accepted our plan to regain compliance with the continued listing standards by June
18, 2010. We may be able to continue our listing during the plan period, during which time we will
be subject to periodic review to determine if we are making progress consistent with the plan. If
we fail to make progress consistent with our plan, or if we are not in compliance by June 18, 2010,
the NYSE may initiate delisting proceedings with respect to our common stock. We may appeal any
NYSE determination to initiate delisting proceedings with respect to our common stock. Failure to
meet continued listing standards could impact our stock price.
Equity Compensation Plan Information
See Item 12 for information regarding securities authorized for issuance under equity compensation
plans, which is incorporated herein by reference.
Recent Sales of Unregistered Securities
There have been no sales of unregistered securities by the company during the period covered by
this Form 10-K.
Repurchases of Securities
The company did not repurchase any of its shares of common stock during the fourth quarter of 2008.
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| ITEM 7. |
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 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. For a detailed description on the application of these and other accounting
policies, see Note 1 to the Consolidated Financial Statements.
Intelligent Systems Corporation
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Revenue Recognition — Product revenue consists of fees from software licenses and sales or leases
of industrial products. Service revenue consists of fees for implementation, consulting, training,
customization, reimbursable expenses, maintenance and support for software products.
We recognize revenue for industrial products when products are shipped, at which time title
transfers to the customer and there are no remaining future obligations. We do not provide for
estimated sales returns allowances and rebates because ChemFree’s well-established policy rarely
authorizes such transactions. As an alternative to selling the product, on occasion we may lease
our equipment. For leased equipment, we recognize revenue monthly at the contracted monthly rate
during the term of the lease.
Our software arrangements generally fall into one of the following three categories:
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an initial contract with the customer to license certain software modules, to provide
services to get the customer live on the software (such as training and customization) and
to provide maintenance and support (“PCS”) for a specified period of time thereafter
(typically 12-month periods). |
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other optional standalone contracts, usually performed after the customer is live on the
software, for services such as new interfaces or custom features requested by the customer,
additional training and problem resolution not covered in annual maintenance contracts. |
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purchase of additional licenses for new modules or for tier upgrades for a higher volume
of licensed accounts after the initial contract |
The Company reviews each contract to determine if multiple elements exist. As such, only
arrangements under the first arrangement described above contain multiple elements. The Company’s
revenue recognition policy for each of the situations described above is discussed below.
Presently, the initial software contracts are accounted for in accordance with SOP 97-2, “Software
Revenue Recognition” (“SOP 97-2”). Since the software may require significant modification or
customization that is essential to its functionality, the criteria for separate accounting are not
met. SOP 97-2 requires revenue recognition utilizing Accounting Research Bulletin (“ARB”) No. 45,
“Long-term Construction Type Contracts”, using the relevant guidance in SOP 81-1, “Accounting for
Performance of Construction Type and Certain Production Type Contracts”. At present, we use the
completed contract method under SOP 81-1 to account for our contracts as we do not have an adequate
historical basis on which to prepare reliable estimates of percentage-of-completion for these
contracts. Moreover, there are inherent risks with these early software implementations, such as
changes in customer requirements or software bugs that make estimates unreliable.
Accordingly, software revenue related to the license and the specified service elements (except for
PCS) in the initial contract are recognizable at the completion of the contract, when (i) there are
no material uncertainties regarding customer acceptance, (ii) cancellation provisions, if any, have
expired and (iii) there are no significant obligations remaining. The Company accounts for the PCS
element contained in the initial contract in accordance with EITF 00-21 “Revenue Arrangements with
Multiple Deliverables”, whereby revenue related to the PCS element is based on vendor-specific
objective evidence of fair value and is recognized ratably on a straight-line basis over the period
specified in the contract. Upon renewal of the PCS contract by the customer, the company
recognizes revenues ratably on a straight-line basis over the period specified in the PCS contract.
Substantially all of our software customers purchase software maintenance and support contracts
and renew such contracts annually.
Services provided under standalone contracts that are optional to the customer and are outside of
the scope of the initial contract, are single element services contracts. These standalone
services contracts are not essential to the functionality of the software contained in the initial
contracts and generally do not include acceptance clauses or refund rights as are typical in the
initial software contracts, as described above. Revenues from these services contracts are
recognized as the services are performed.
A number of internal and external factors could affect our estimates related to software contracts,
including labor rates, utilization of resources, changes in specifications or testing requirements,
unforeseen technical problems and delays caused by customer issues such as lack of resources or
change in project priorities. If we do not accurately estimate the resources required or the scope
of work to be performed or we do not manage the contract properly, in future periods we may need to
defer revenue longer than originally anticipated or to incur additional cost which would result in
a loss on the contract or impact our financial results.
Intelligent Systems Corporation
-8-
Valuation of Investments — We hold minority interests in non-publicly traded companies whose values
are difficult to determine and are based on management’s estimate of realizability of the value of
the investment. Future adverse changes in market conditions, poor operating results, lack of
progress of the underlying investee company or its inability to raise capital to support its
business plan could result in investment losses or an inability to recover the current carrying
value of the investment. Some of the companies in which we hold non-control, minority positions
are backed by venture capital, and the value of our investment may be impacted by the amount, terms
and valuation of the investee’s financial transactions with third party venture funds or the terms
of the sale of the investee company to a third party. Our policy with respect to minority
interests is to record an impairment charge when we believe an investment has experienced a decline
in value that is other than temporary. For instance, this could occur if the investee company is
sold for less than our pro rata carrying value or if a new round of funding is at a lower valuation
than our investment was made or if the financing terms for the new investors (such as preferences
on liquidation) otherwise reduce the estimated value of our investment. We do not write-up the
carrying value of our investments based on favorable changes or financial transactions. At least
quarterly, we review our investments to determine any impairment in their carrying value and we
write-down any impaired asset at quarter-end to our best estimate of its current realizable value.
Any such charges could have a material adverse impact on our financial condition or results of
operations and are generally not predictable in advance.
Valuation of Intangibles — From time to time in the past, we have acquired companies and we may do
so in the future. Occasionally, we may increase our ownership or control of an entity from a
minority to a majority position, which generally is treated as an acquisition for accounting
purposes. Purchase accounting for an acquisition requires use of accounting estimates and
judgments to allocate the purchase price to the fair market value of the assets and liabilities
purchased. Our business acquisitions may result in the allocation of a portion of the purchase
price to goodwill and other intangible assets.
The determination of the value of intangible assets, especially with respect to goodwill, requires
management to make estimates and assumptions that affect the amount of future period amortization
expenses and possible impairment expense that we will incur. Sometimes we use the services of a
third party appraiser to provide a valuation of material intangible assets. However, often the
acquired company is a small entity with limited operating history on which to base future
projections and thus valuing the assets requires the use of estimates which are very subjective.
Furthermore, the period over which we amortize certain intangibles may change based on future
conditions and consequently we may need to adjust the intangible value and/or amortization period,
which could require us to increase the amount of amortization expense we record each period or to
take a non-cash charge to reduce the value of the intangible. On at least an annual basis, we
review the values assigned to long-lived assets, generally using an estimate of the undiscounted
cash flows of the entity over the remaining life of the asset. Any resulting impairment could
require a write-down that would have a material adverse impact on our financial condition or
results of operations.
In the year ended December 31, 2008, goodwill of $1,835,000 that was primarily related to the
acquisition of our VISaer subsidiary in a prior period was derecognized and included as a component
of the gain on sale calculation, as shown in more detail on page F-8 of the Consolidated Financial
Statements. In the fourth quarter of 2008, we also recorded a charge of $369,000 to fully
write-down the carrying value of goodwill associated with our CoreCard subsidiary. In our annual
review of the carrying value of the CoreCard goodwill, the fair value of the reporting unit was
estimated using the expected present value of future cash flows. We determined that the
uncertainty in the global financial services industry, various factors outside of the company’s
control that impact payments and revenue recognition and the limited operating history of the
subsidiary made it difficult to forecast the present value of future cash flows with a reasonable
degree of certainty. Therefore a goodwill impairment loss of $369,000 was recorded. In the year
ended December 31, 2007, we did not acquire any companies and did not record any additions or
write-downs with respect to goodwill or other intangibles.
Overview
We derive our product revenue from sales of software licenses in our Information Technology
Products and Services sector and sales and leases of equipment and supplies in our Industrial
Products sector. Our service revenue consists of fees for implementation, consulting,
customization, training, maintenance and support for software products in our Information
Technology Products and Services sector. Our consolidated revenue is the aggregate of the revenue
generated at our subsidiary companies. 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:
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A change in revenue level at one of our subsidiaries may impact consolidated revenue or
be offset by an opposing change at another subsidiary. |
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Our software subsidiary has been involved in major new product development initiatives
for at least the past five years and has limited experience delivering and installing its
new product releases at customer sites, making it difficult to predict with certainty when
it will recognize revenue on individual software contracts. |
Intelligent Systems Corporation
-9-
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Software license revenue in a given period may consist of a relatively small number of
contracts. Consequently, even minor delays in delivery under a software contract (which may
be out of our control) could have a significant and unpredictable impact on the
consolidated revenue that we recognize in a given quarterly or annual period. |
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Acquisitions or sales of subsidiaries may affect our revenue and expense levels, as
occurred in 2008 with the sale of our VISaer business. |
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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. |
Frequently, we recognize consolidated operating losses on a quarterly and annual basis and are
likely to do so in the future from time to time. Our operating expenses consist of the aggregate
of our subsidiaries’ expenses and the corporate office expenses. Our ChemFree subsidiary generates
an operating profit on an annual basis but our earlier stage subsidiary, CoreCard, is not
consistently profitable, mainly due to significant research and development expense that is
invested to complete its product offerings and the deferral of revenue recognition until such
products are delivered to 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 a larger
customer base. A significant portion of our subsidiaries’ expense is related to personnel. We
continually evaluate and strive to balance our financial resources with the resources required to
complete products under development and support our subsidiaries’ customers. 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.
We also frequently generate income or losses from non-consolidated companies and we may do so from
time to time in the future. Occasionally we derive income from sales of holdings in affiliate and
other minority-owned companies or 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 affiliate companies accounted for by the equity method. The timing and amount of the
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.
In recent years, most of our cash has been generated on an irregular basis from sales of our
investments or subsidiaries. We have used a significant amount of the cash received from these
sales to support the operations of our CoreCard subsidiary (and our VISaer subsidiary prior to its
sale in April 2008).
Under SEC rules and regulations, beginning with our 2007 fiscal year we were required to comply
with the requirements related to internal control over financial reporting of Section 404 of the
Sarbanes-Oxley Act of 2002 with respect to management’s assessment of internal controls. In 2007,
we spent substantial management and staff time and incurred additional expenses for outside
consultants related to compliance with Section 404. The compliance efforts constituted a
significant diversion of management time and attention in 2007 and, to a lesser extent, in 2008.
In 2009, we will be required to obtain an attestation report by the company’s registered public
accounting firm regarding internal control over financial reporting. We cannot be certain about the
amount of management time and expense that will be required going forward to maintain the internal
controls and testing required for compliance nor estimate the additional auditor fees that will be
incurred or the impact, if any, that these activities will have on our operations. We are a small
company with limited resources, and our efforts to timely comply with Section 404 constitute a
significant strain on these resources. Any failure to maintain compliance with Section 404 could
result in sanctions or other penalties.
Intelligent Systems Corporation
-10-
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 Annual Report. As explained
in Note 2 to the Consolidated Financial Statements, we sold our former VISaer business in April
2008 and have accounted for the VISaer business as Discontinued Operations in the Consolidated
Financial Statements for both 2008 and 2007. Accordingly, management’s discussion of the results
of operations does not include the VISaer operations in the discussion of continuing operations for
either period presented.
2008 Compared to 2007
Revenue — Total revenue for the year ended December 31, 2008 was $15.8 million, an increase of 3
percent compared to $15.4 million for the prior year. Revenue from product sales was flat year to
year at $14.5 million in both 2008 and 2007, while service revenue increased by 45 percent from
$884,000 in 2007 to $1.3 million in 2008.
Product revenue includes sales and leases of industrial products by our Industrial Products segment
as well as software licenses by our Information Technology Products and Services segment.
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In 2008, total revenue at our ChemFree subsidiary was $12.8 million, 3 percent lower than
the record revenue level achieved in 2007. International sales grew by 5 percent in 2008,
continuing the positive growth trend of the past several years in the European market. Total
domestic sales were down approximately 6 percent in 2008 compared to the record setting growth
of 74 percent in the domestic market in 2007. In the second half of 2007 and the first
quarter of 2008, domestic sales increased significantly compared to prior periods mainly due
to the successful roll-out of a national sales program by a new ChemFree customer that
supplied SmartWasher® machines and fluid and filter replenishment to the customer’s installed
base of clients. As expected, the initial high volume of orders for SmartWasher® machines in
2007 and early 2008 declined to a lower monthly level in the second half of 2008 with steady
follow-on sales of fluid and filters to the installed base of machines. ChemFree’s total
fluid and filters sales increased approximately 35 percent in 2008 as compared to 2007, due to
a larger installed base of customers that purchase such consumable supplies. In addition,
revenue from customers that lease SmartWasher® machines rose 18 percent in 2008 compared to
2007 due to an increase in the number of leased machines. |
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License revenue generated by our Information Technology Products and Services segment was
$1.8 million in 2008, 32 percent higher than in 2007 mainly due to the completion of more new
customer implementations resulting in recognition of a greater number of software licenses in
2008. 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. With mission-critical, complex software systems
such as those sold by CoreCard, customer requirements, available resources and testing cycles
may increase the scope and length of time to complete the project beyond our original
estimates. |
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Due to general economic conditions and uncertainty about the impact of a slowing economy on
the automotive repair and supplies industry, ChemFree is planning for relatively flat or
perhaps slightly lower volume of machines sales in 2009 and is carefully managing costs and
inventory levels accordingly. We expect that sales of replenishment fluid and filters to the
installed base of customers and lease revenue will be relatively unaffected by the economic
downturn. Turmoil in the global financial markets could impact CoreCard’s revenue and
prospects for new customers in the foreseeable future if customers or prospects postpone
software purchases or implementations. We are carefully monitoring the evolving dynamics in
our markets and have proactively taken steps to lower expenses to ensure we have adequate
resources to support existing customers and contracts and to continue to add new customers as
opportunities arise in these uncertain times. |
Service revenue generated by our Information Technology Products and Services segment increased by
45 percent to $1.3 million in 2008 as compared to 2007. This year-to-year increase reflects more
professional services delivered to new customers in 2008 and more maintenance revenue associated
with the existing base of customers.
Intelligent Systems Corporation
-11-
Cost of Revenue — A comparison of the cost of revenue between 2008 and 2007 is influenced in part
by the change in revenue mix between years as described above. Total cost of revenue was $8.2
million (52 percent of total revenue) in 2008 compared to $8.6 million (56 percent of total
revenue) in 2007.
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Cost of product revenue in 2008 was $7.3 million (51 percent of total product revenue)
compared to $7.7 million (53 percent of total product revenue) in 2007. The improvement in
gross margin percent between 2008 and 2007 is due to the fact that our
software license revenue, which has a lower cost of sales than does our industrial product
revenue, increased in 2008 as a percentage of total product revenue. In addition, in 2008 a
greater proportion of industrial products revenue was derived from consumable fluid and filter
products which have a lower cost of sales than do the parts washer machines which made up a
proportionately greater component of product revenue in 2007. To offset an increase in the cost
of certain plastic components due to increases in the price of oil, the company implemented
price increases in the second half of 2008 and re-engineered its SmartWasher® design in 2007
which also contributed to improved margins. |
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Cost of service revenue (which relates to the Information Technology Products and Services
segment only) was $873,000 (68 percent of service revenue) in 2008, as compared to $842,000
(95 percent of service revenue) in 2007. The increase in gross margin percentage between
periods reflects primarily a more efficient utilization of resources to deliver CoreCard’s
customer support and professional services activities in 2008 than in 2007. |
Operating Expenses — Consolidated operating expenses were 5 percent higher in 2008 than in 2007 on
a 3 percent increase in total revenue. Lower marketing expenses were offset by increases in
general and administrative and research and development expenses. Marketing expenses were lower by
2 percent ($57,000) year-to-year, mainly due to lower sales commissions paid by ChemFree. General
and administrative expense in 2008 was 9 percent ($341,000) higher in 2008 compared to 2007,
principally reflecting higher legal costs at the ChemFree subsidiary. Consolidated research and
development expense was 5 percent ($176,000) higher in 2008 than in 2007 due to a combination of
factors, mainly reflecting higher costs at our India development operations due to the relative
weakness of the US dollar compared to the local currency. In the fourth quarter of 2008, we
implemented a number of cost cutting measures aimed at reducing total consolidated expenses in 2009
by over a million dollars compared to 2008 levels in anticipation of continued weakness and
uncertainty in the overall economy. We reduced the number of employees and consultants,
implemented wage cuts ranging from 3 percent to 15 percent for remaining employees and management,
and eliminated pay raises, bonuses and the 401K company match for 2009.
Write-off of Goodwill — In the fourth quarter ended December 31, 2008, we wrote off $369,000 of
goodwill associated with our CoreCard subsidiary as explained in more detail in Note 1 to the
Consolidated Financial Statements. There was no such write-down in 2007.
Operating Loss — Our loss from operations was $2.8 million in 2008, 9 percent less than the loss
from operations of $3.1 million in 2007.
Interest Income (Expense), net — We had net interest expense of $3,000 in 2008 compared to net
interest income of $164,000 in 2007. The difference between years reflects mainly a higher level
of cash (primarily from proceeds of our sale of Horizon Software investment in 2006) that was
invested in interest bearing accounts in 2007. In the first quarter of 2008, net interest expense
reflects a higher level of bank borrowings prior to the sale of our VISaer business in mid-April
2008 offset in part by interest income that we earn related to the note receivable from the 2006
sale of our former QS Technologies subsidiary.
Investment Income, net — We recognized $7,000 in net investment income in 2008 compared to $81,000
in net investment income in 2007, consisting of investment income of $92,000 related to a prior
period sale of our interest in Horizon Software, offset by a loss of $11,000 on the sale of a
marketable security.
Equity Earnings (Loss) of Affiliate Company — We recognize our pro rata share of the earnings or
losses of an affiliate company that we record on the equity method. In 2008 and 2007, we recorded
$37,000 in net equity income and $13,000 in net equity losses, respectively. The change between
periods reflects increased profitability of the affiliate company.
Other Income (Expense), net — In 2007, we recorded $37,000 in other expense, reflecting mainly the
write-down of the unamortized value of certain leased equipment at the ChemFree subsidiary. There
was no such expense in 2008.
Income Taxes — Income tax expense in 2008 and 2007 reflects several miscellaneous state tax
liabilities at one subsidiary. We did not accrue for any federal or other state income tax
liabilities in 2008 and 2007 as we have incurred reportable taxable losses or had sufficient net
tax operating loss carryforwards to offset any taxable income.
Intelligent Systems Corporation
-12-
Discontinued Operations
Net Income from Discontinued Operations — The amounts recorded in 2008 and 2007 reflect the results
of operations of the VISaer subsidiary which has been classified as a discontinued operation as a
result of the sale of the VISaer business, as disclosed in more detail in Note 2 to the
Consolidated Financial Statements.
Gain on Sale of Discontinued Operations — In 2008, we recorded a gain of $2.9 million on the sale
of the VISaer business. In 2007, we recorded a gain of $1.3 million related to the 2006 sale of
our QS Technologies business consisting of $1.2 million in earned contingency payments and the
reversal of $97,000 in excess accruals related to estimated transaction related expenses.
Liquidity and Capital Resources
Our cash balance at December 31, 2008 was $1,074,000 compared to a cash balance of $554,000 at
December 31, 2007. During 2008, our principal sources of cash were cash proceeds of $3,025,000
from the sale of the VISaer business, $1,225,000 representing payment in full of the earnout
payments due from the buyer of our QS business in 2006 which had been earned in 2007 and recorded
in the category “other current assets” as of December 31, 2007, and bank borrowings aggregating
$2,146,000, including $2,022,000 under our line of credit and $124,000 under a term loan for
ChemFree’s new accounting software system. In 2008, we also received payments on notes receivable
from the buyer of the QS business in 2006 totaling $497,000. In 2008, principal uses of cash were
$2,112,000 in the aggregate for repayments on our bank line of credit and approximately $3,281,000
in the aggregate to support CoreCard and our international R&D operations. We also paid $157,000
to purchase additional common stock in VISaer as explained in Note 9 to the Consolidated Financial
Statements. Other changes in working capital included a decline of $372,000 in ChemFree inventory,
a decrease of $569,000 in accounts receivable, and a decline of $124,000 in accounts payable.
We currently project that we will have sufficient liquidity from cash on hand, monthly payments on
notes receivable through June 2009, projected customer payments and working capital borrowings to
support our operations in the foreseeable future. Due to uncertainty regarding general economic
and financial market conditions and the extent to which customer buying decisions will be impacted
(both for ChemFree and CoreCard), the company implemented cost reduction measures in the fourth
quarter of 2008 including reductions in payroll expense and discretionary spending and will make
further reductions if conditions deteriorate. We are also considering the possibility of raising
additional capital in order to (i) accelerate and support our CoreCard subsidiary’s marketing
initiatives, product development and prepaid card services rollout and (ii) increase our
shareholder’s equity as part of a plan to regain compliance with the continued listing standards of
the NYSE. Alternatives may include a rights offering to our shareholders, private sale of a
minority investment in a subsidiary, or a sale of our ownership in an affiliate company, although
we have not yet determined in what form or whether such funding would be available, if at all, on
terms acceptable to the company. We renewed our line of credit on December 1, 2008 with a maximum
principal availability of $1,250,000 based on qualified receivables and inventory levels which we
will use as necessary to support short-term cash needs. We presently project that we will have
sufficient accounts receivable and inventory balances for the foreseeable future to support the
borrowing base for any required draws under our bank line of credit; however, if we fail to do so,
we could experience a short-term cash shortfall. Furthermore, the line of credit expires June 30,
2009, subject to the bank renewing the line for an additional period. If the bank does not renew
our line of credit, 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 planned. As a result, we may need to increase the use of our bank line of
credit, scale back operations or seek alternative financing.
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 the timing and amount of any such transactions
are uncertain and, to the extent they involve non-consolidated companies, generally not within our
control.
Intelligent Systems Corporation
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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 adverse effect on our financial condition, liquidity or results of
operations.
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 a private company with limited liquidity.
Among the numerous factors that may affect our consolidated results of operations or financial
condition are the following:
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Turmoil in the global financial markets could have a serious negative impact on CoreCard
due to potential customers (most of whom are financial institutions or services firms)
delaying purchase or implementation decisions. |
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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. |
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It is unclear to what extent the downturn in the domestic US economy could impact the
automotive parts and repair industry and reduce demand for ChemFree’s SmartWasher® products. |
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Delays in software development projects could cause our customers to delay implementations
or delay payments, which would increase our costs and reduce our revenue. |
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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. |
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One of ChemFree’s customers represented approximately 37 percent of our consolidated
revenue in 2008 and any unplanned changes in the volume of orders or timeliness of payments
from such customer could have a negative impact on inventory levels and cash, at least in the
near-term. |
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Failure by our ChemFree subsidiary to protect its intellectual property assets could
increase competition in the marketplace and result in greater price pressure and lower
margins, thus potentially impacting sales, profits and projected cash flows. |
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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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Compliance with the internal control over financial reporting requirements of Section 404
of the Sarbanes-Oxley Act of 2002 could increase operating expenses and divert management and
staff resources. |
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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). |
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CoreCard could fail to establish a base of reference customers for their new product
offerings, resulting in lower revenue and profits (or increased losses), increased cash needs
and possibly leading to restructuring or cutting back of the subsidiaries’ operations. |
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In certain limited situations, ChemFree 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. |
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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. |
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Delays in anticipated customer payments for any reason would increase our cash requirements
and possibly our losses. |
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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. |
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Failure to meet the continued listing standards of NYSE Alternext U.S. could result in
delisting of our common stock, with a potentially negative impact on market price and
liquidity of our common stock. |
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Other general economic and political conditions could cause customers to delay or cancel
software purchases. |
Intelligent Systems Corporation
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We have certain lease commitments, legal matters and contingent liabilities described in detail in
Note 9 to the Consolidated Financial Statements. We are not aware presently of any facts or
circumstances related to these that are likely to have a material negative impact on our results of
operations or financial condition.
Recent Accounting Pronouncements
In
September 2006, the FASB issued Statement No. 157, “Fair Value Measurements” (SFAS No. 157) to
increase consistency and comparability in fair value measurements. SFAS No. 157 defines fair
value, establishes a framework for measuring fair value, and expands disclosures about fair value
measurements of certain assets, liabilities and items in stockholders’ equity that are measured at
fair value. SFAS No. 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007 and, accordingly, we adopted SFAS No.157 in the first quarter of 2008. The
adoption of the standard did not have a material impact on our consolidated financial statements.
In February 2007, the FASB issued Statement No. 159, (SFAS No. 159) “The Fair Value Option for
Financial Assets and Financial Liabilities: Including an Amendment of FASB Statement No. 115”.
SFAS No. 159, which builds on other statements related to fair value such as SFAS No. 157, permits
entities to elect to measure many financial instruments and certain other items at fair value with
changes in value reported in earnings. It is designed to mitigate earnings volatility that arises
when assets and liabilities are measured differently. SFAS No. 159 is effective for financial
statements issued for fiscal years beginning after November 15, 2007 and, accordingly, we adopted
SFAS 159 in the first quarter of 2008. The adoption of the standard did not have a material impact
on our consolidated financial statements.
In December 2007, the FASB issued Statement No. 160 (SFAS No. 160) “Noncontrolling Interests in
Consolidated Financial Statements — an amendment of ARB No. 51”. SFAS No. 160 amends ARB 51 to
establish accounting and reporting standards for the noncontrolling interest (minority interest) in
a subsidiary and the deconsolidation of a subsidiary. It clarifies that the noncontrolling
interest in a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. It also changes the way the
consolidated income statement is presented, requiring disclosure on the face of the income
statement of the amount of consolidated net income attributable to the parent and to the
noncontrolling interest. SFAS No. 160 also establishes appropriate accounting for changes in a
parent’s ownership interest that do not result in deconsolidation and when a subsidiary is
deconsolidated. SFAS No. 160 requires expanded disclosure to identify and distinguish between the
interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 is effective
for fiscal years, and interim periods within those fiscal years, beginning on or after December 15,
2008. Accordingly, we will adopt SFAS No. 160 in the first quarter of 2009. The adoption of SFAS
No. 160 will result in the reclassification of a minority interest in our CoreCard subsidiary
totaling $1.5 million from the mezzanine section of the consolidated balance sheet to the equity
section.
In April 2008, the FASB issued FASB Staff Position 142-3 (FSP 142-3), “Determination of the Useful
Life of Intangible Assets”. FSP amends the factors that should be considered in developing renewal
or extension assumptions used to determine the useful life or a recognized intangible asset under
SFAS 142 and period of expected cash flows used to measure the fair value of the asset under SFAS
141(R), Business Combinations, and other U.S. generally accepted accounting principles. FSP 142-3
will be effective beginning in fiscal year 2010. We are currently
evaluating the impact that FSP
142-3 will have on our consolidated financial statements.
We have considered all other recently issued accounting pronouncements and do not believe the
adoption of such pronouncements will have a material impact on our consolidated financial
statements.
ITEM 8. FINANCIAL STATEMENTS
The following consolidated financial statements and related reports of independent registered
public accounting firms are included in this report and are incorporated by reference in Part II,
Item 8 hereof. See Index to Financial Statements on page F-1 hereof.
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Report of Independent Registered Public Accounting Firm — Habif, Arogeti & Wynne, LLP. |
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Report of Independent Registered Public Accounting Firm — Tauber & Balser, P.C. |
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Consolidated Balance Sheets at December 31, 2008 and 2007 |
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Consolidated Statements of Operations for the years ended December 31, 2008 and 2007 |
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Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss)
for the years ended December 31, 2008 and 2007 |
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Consolidated Statements of Cash Flows for the years ended December 31, 2008 and 2007 |
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Notes to Consolidated Financial Statements |
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Intelligent Systems Corporation
-15-
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| ITEM 9. |
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
On November 1, 2008, Tauber & Balser, P.C. (“T&B”) resigned as our independent accountant. T&B
entered into an agreement with Habif, Arogeti & Wynne, LLP (“HA&W”), pursuant to which T&B combined
its operations into HA&W and certain of the T&B professional staff and shareholders joined HA&W
either as employees or partners of HA&W. The report of T&B regarding the company’s financial
statements for the fiscal years ended December 31, 2007 and 2006 did not contain any adverse
opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope
or accounting principles. During the years ended December 31, 2007 and 2006 and during the period
from the end of the most recently completed fiscal year through November 1, 2008, the date of
resignation, there were no disagreements with T&B on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of T&B, would have caused it to make reference to such
disagreements in its reports. During our two most recent fiscal years and through November 1, 2008,
there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K. Concurrent
with the resignation of T&B, our Audit Committee appointed HA&W as the company’s new independent
accountant.
ITEM 9A(T). CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures
Our management, with the participation of our chief executive officer and chief financial officer,
evaluated the effectiveness of our disclosure controls and procedures. In designing and evaluating
the disclosure controls and procedures, management recognizes that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of achieving the
desired control objectives. In addition, the design of disclosure controls and procedures must
reflect the fact that there are resource constraints and the management is required to apply its
judgment in evaluating the benefits of possible controls and procedures relative to their costs.
At of the end of the period covered by this report, we 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 the procedures are effective.
(b) Changes in internal control over financial reporting
We regularly review our system of internal control over financial reporting and make changes to our
processes and systems to improve controls and increase efficiency, while ensuring that we maintain
an effective internal control environment
There were no significant changes in the company’s internal controls over financial reporting or in
other factors identified in connection with this evaluation that occurred during the period covered
by this report that has materially affected, or is reasonably likely to materially affect, the
company’s internal control over financial reporting.
(c) Management’s report on internal control over financial reporting
The management of Intelligent Systems Corporation is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rule 13a — 15(f) under the
Securities Exchange Act of 1934. The company maintains accounting and internal control systems
which are intended to provide reasonable assurance that the assets are safeguarded against loss
from unauthorized use or disposition, transactions are executed in accordance with management’s
authorization and accounting records are reliable for preparing financial statements in accordance
with accounting principles generally accepted in the United States of America.
Intelligent Systems Corporation
-16-
Internal control over financial reporting cannot provide absolute assurance of achieving financial
reporting objectives because of its inherent limitations. Internal control over financial
reporting is a process that involves human diligence and compliance and is subject to lapses in
judgment and breakdowns resulting from human failures. Internal control over financial reporting
also can be circumvented by collusion or improper management override. Because of such
limitations, there is a risk that material misstatements may not be prevented or detected on a
timely basis by internal control over financial reporting. However, these inherent limitations are
known features of the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, risk.
The company’s management evaluated the effectiveness of the company’s internal control over
financial reporting as of December 31, 2008. In making this evaluation, management used the
criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission
in Internal Control — Integrated Framework.
Based on our evaluation management believes that, as of December 31, 2008, the company’s internal
control over financial reporting is effective based on those criteria.
This annual report does not include an attestation report of the company’s registered public
accounting firm regarding internal control over financial reporting. Management’s report was not
subject to attestation by the company’s registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the company to provide only
management’s report in this annual report.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Please refer to the subsection entitled “Proposal 2 — The Election of Two Directors — Nominees” and
“Proposal 2 — The Election of Two Directors — Executive Officers” in our Proxy Statement for the
2009 Annual Meeting of Shareholders (the “Proxy Statement”) for information about the individuals
nominated as directors and about the directors and executive officers of the company. This
information is incorporated into this Item 10 by reference. Information regarding compliance by
directors and executive officers of the company and owners of more than 10 percent of our common
stock with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as
amended, is contained under the caption “Section 16(a) Beneficial Ownership Reporting Compliance”
in the Proxy Statement. This information is incorporated into this Item 10 by reference.
Information regarding the company’s Audit Committee and its composition is contained under the
caption “Proposal 2 — The Election of Two Directors — Nominees” and “Proposal 2 — The Election of
Two Directors — Meetings and Committees of the Board of Directors” in the Proxy Statement. This
information is incorporated into this Item 10 by reference.
There have been no material changes to the procedures by which shareholders may recommend nominees
to the company’s Board of Directors.
We have a Code of Ethics that applies to all directors, officers, and employees. The Code of
Ethics is posted on our website at www.intelsys.com. We also disclose on our website, within the
time required by the rules of the SEC, any waivers of, or amendments to, the Code of Ethics for the
benefit of an executive officer.
Intelligent Systems Corporation
-17-
ITEM 11. EXECUTIVE COMPENSATION
Please refer to the subsection entitled “Proposal 2 — The Election of Two Directors — Executive
Compensation” in the Proxy Statement for information about management compensation. This
information is incorporated into this Item 11 by reference.
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| ITEM 12. |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS |
The following table sets forth the amount of securities authorized for issuance under the equity
compensation plans as of December 31, 2008.
Securities Authorized for Issuance Under Equity Compensation Plans
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(c) Number of securities remaining |
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(a) Number of securities to be |
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(b) Weighted-average |
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available for future issuance under |
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issued upon exercise of |
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exercise price of |
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equity compensation plans |
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outstanding options, warrants |
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outstanding options, |
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(excluding securities reflected in |
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| Plan category |
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and rights |
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warrants and rights |
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column (a)) |
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Equity compensation
plans approved by
security holders |
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111,000 |
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$ |
1.78 |
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350,000 |
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Equity compensation
plans not approved
by security holders |
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110,000 |
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$ |
3.15 |
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84,000 |
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Total |
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Total |
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221,000 |
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$ |
2.46 |
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434,000 |
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Total |
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The company instituted its 1991 Incentive Stock Plan (the “1991 Plan”) in December 1991 and the
1991 Plan expired in December 2001. Effective August 22, 2000, the company adopted the
Non-Employee Director Stock Option Plan (the “Director Plan”). Up to 200,000 shares of common stock
may be issued under the Director Plan to non-employee directors with each director receiving an
initial grant of 5,000 options followed by annual grants of 4,000 options on the date of each
subsequent Annual Meeting. The company instituted the 2003 Incentive Stock Plan (the “2003 Plan”)
in March 2003. The 2003 Plan authorizes the issuance of up to 450,000 options to purchase shares
of common stock to officers and key employees. No options were granted under the 2003 Plan in 2007
or 2008. 12,000 options were granted under the Director Plan in both 2007 and 2008. Non-qualified
stock options are granted under the company’s equity compensation plans at fair market value on the
date of grant and vest ratably over two or three year periods after the date of grant.
Please refer to the subsection entitled “Voting — Security Ownership of Certain Beneficial Owners
and Management” in the Proxy Statement for information about the ownership of our $0.01 par value
common stock by certain persons. This information is incorporated into this Item 12 by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The lease on our headquarters and primary facility at 4355 Shackleford Road, Norcross, Georgia is
held by ISC Properties, LLC, an entity controlled by J. Leland Strange, our Chairman and Chief
Executive Officer. Mr. Strange holds a 100% ownership interest in ISC Properties, LLC. In the
years ending December 31, 2008 and 2007, we paid ISC Properties, LLC $465,000 and $459,000,
respectively, in rent.
Please refer to the subsection entitled “Proposal 2 — The Election of Two Nominees” in the Proxy
Statement referred to in Item 10 for information regarding the independence of the company’s
directors. This information is incorporated into this Item 13 by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Please refer to the subsection entitled “Independent Public Accountants” in the Proxy Statement
referred to in Item 10 for information about the fees paid to and services performed by our
independent public accountants. This information is incorporated into this Item 14 by reference.
Intelligent Systems Corporation
-18-
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
We are filing the following exhibits with this report or incorporating them by reference to earlier
filings. Shareholders may request a copy of any exhibit by contacting Bonnie L. Herron, Secretary,
Intelligent Systems Corporation, 4355 Shackleford Road, Norcross, Georgia 30093; telephone (770)
381-2900. There is a charge of $.50 per page to cover expenses of copying and mailing.
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2.1 |
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Asset Purchase Agreement among IBS Technics, Inc., Intelligent Systems Corporation, VISaer
(UK) Limited and VISaer, Inc. dated April 4, 2008 (Incorporated by reference to Exhibit 2.1 of
the Registrant’s Form 8-K dated April 16, 2008.) |
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2.2 |
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Promissory Note of Netsmart Technologies, Inc. dated July 31, 2006. (Incorporated by
reference to Exhibit 2.2 to the Registrant’s Form 8-K dated July 31, 2006.) |
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3 |
(i) |
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Amended and Restated Articles of Incorporation of the Registrant dated November 14, 1991, as
amended November 25, 1997
(Incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for
the year ended December 31, 1991 and to Exhibit 3.1 to the Registrant’s Report on Form 8-K
dated November 25, 1997.) |
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| 3 |
(ii) |
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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.) |
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4.1 |
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Rights Agreement dated as of November 25, 1997 between the Registrant and American Stock
Transfer & Trust Company as Rights Agent. (Incorporated by reference to Exhibit 4.1 of the
Registrant’s Report on Form 8-K dated November 25, 1997 and filed on December 16, 1997.) |
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4.2 |
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Form of Rights Certificate. (Incorporated by reference to Exhibit 4.2 of the Registrant’s
Report on Form 8-K dated November 25, 1997 and filed on December 16, 1997.) |
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10.1 |
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Lease Agreement dated June 1, 2004, between the Registrant and ISC Properties, LLC.
(Incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-K for the year ended
December 31, 2004.) |
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10.2 |
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Management Compensation Plans and Arrangements: |
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(a) Intelligent Systems Corporation 2003 Stock Incentive Plan |
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(b) Intelligent Systems Corporation Change in Control Plan for Officers |
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(c) Intelligent Systems Corporation Outside Director’s Retirement Plan |
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(d) Non-Employee Directors Stock Option Plan |
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Exhibit 10.2(a) is incorporated by reference to Exhibit 10.2(a) to the Registrants Form 10-K
for the year ended December 31, 2003. |
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Exhibits 10.2(b) and (c) are incorporated by reference to Exhibit 10.4 to the Registrant’s
Form 10-K for the year ended December 31, 1993. |
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Exhibit 10.2(d) is incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-K for
the year ended December 31, 2000. |
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10.3 |
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Loan Agreement by and among Intelligent Systems Corporation and Fidelity Bank dated October
1, 2003. (Incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-K for the
year ended December 31, 2003.) |
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10.4 |
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Security Agreement by and among Intelligent Systems Corporation and Fidelity Bank dated as of
October 1, 2003. (Incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-K for
the year ended December 31, 2003.) |
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10.5 |
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Form of Security Agreement by and among majority owned subsidiary companies of Intelligent
Systems Corporation and Fidelity Bank as of October 1, 2003. (Incorporated by reference to
Exhibit 10.5 to the Registrant’s Form 10-K for the year ended December 31, 2003.) |
Intelligent Systems Corporation
-19-
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10.6 |
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Negative Pledge Agreement by and among Intelligent Systems Corporation and Fidelity Bank
dated October 1, 2003. (Incorporated by reference to Exhibit 10.6 to the Registrant’s Form
10-K for the year ended December 31, 2003.) |
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10.7 |
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Commercial Promissory Note and Rider thereto of Intelligent Systems Corporation in favor of
Fidelity Bank dated October 1, 2004. (Incorporated by reference to Exhibit 10.7 to the
Registrant’s Form 10-K for the year ended December 31, 2003.) |
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10.8 |
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Form of Guarantee of majority owned subsidiaries of Intelligent Systems Corporation in favor
of Fidelity Bank dated October 1, 2003. (Incorporated by reference to Exhibit 10.3 to the
Registrant’s Form 10-K for the year ended December 31, 2003.) |
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10.9 |
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Seventh Modification to Loan Documents by and among Intelligent Systems Corporation and
Fidelity Bank dated December 1, 2008. * |
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16.1 |
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Letter from Tauber & Balser, P.C. (Incorporated by reference to Exhibit 16.1 to the
Registrant’s Form 8-K dated November 1, 2008.) |
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21.1 |
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List of subsidiaries of Registrant. * |
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23.1 |
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Consent of Habif, Arogeti & Wynne, LLP. * |
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23.2 |
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Consent of Tauber & Balser, P.C. * |
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31.1 |
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * |
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31.2 |
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * |
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32.1 |
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. * |
Intelligent Systems Corporation
-20-
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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INTELLIGENT SYSTEMS CORPORATION
Registrant
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| Date: March 27, 2009 |
By: |
/s/ J. Leland Strange
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J. Leland Strange |
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Chairman of the Board,
President
and Chief Executive Officer |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities and on the dates
indicated:
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| Signature |
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Capacity |
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Date |
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/s/ J. Leland Strange
J. Leland Strange
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Chairman of the Board, President,
Chief Executive Officer and Director
(Principal Executive Officer)
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March 27, 2009 |
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/s/ Bonnie L. Herron
Bonnie L. Herron
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Chief Financial Officer
(Principal Accounting and Financial Officer)
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March 27, 2009 |
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/s/ James V. Napier
James V. Napier
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Director
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March 27, 2009 |
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/s/ John B. Peatman
John B. Peatman
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Director
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March 27, 2009 |
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/s/ Parker H. Petit
Parker H. Petit
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Director
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March 27, 2009 |
Intelligent Systems Corporation
-21-
INTELLIGENT SYSTEMS CORPORATION
INDEX TO FINANCIAL STATEMENTS
The following consolidated financial statements of the Registrant and its subsidiaries are
submitted herewith in response to Item 8:
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Financial Statements: |
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F-2 |
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F-3 |
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F-4 |
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F-5 |
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F-6 |
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F-7 |
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F-9 |
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F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Intelligent Systems Corporation
We have audited the accompanying consolidated balance sheet of Intelligent Systems Corporation and
subsidiaries (the “Company”) as of December 31, 2008, and the related consolidated statements of
operations, stockholders’ equity and comprehensive loss, and cash flows for the year then ended.
These financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of their internal control
over financial reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Intelligent Systems Corporation and subsidiaries as of
December 31, 2008, and the results of their operations and their cash flows for the year then ended
in conformity with accounting principles generally accepted in the United States of America.
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/s/ Habif, Arogeti & Wynne, LLP
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Atlanta, Georgia
March 25, 2009 |
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F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Intelligent Systems Corporation
We have audited the accompanying consolidated balance sheet of Intelligent Systems Corporation and
subsidiaries (the “Company”) as of December 31, 2007, and the related consolidated statements of
operations, stockholders’ equity and comprehensive loss, and cash flows for the year then ended.
These financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of their internal control
over financial reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Intelligent Systems Corporation and subsidiaries as of
December 31, 2007, and the results of their operations and their cash flows for the year then ended
in conformity with accounting principles generally accepted in the United States of America.
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/s/ Tauber & Balser, P.C.
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Atlanta, Georgia
March 28, 2008 |
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F-3
Intelligent Systems Corporation
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
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| As of December 31, |
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2008 |
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2007 |
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash |
|
$ |
1,074 |
|
|
$ |
554 |
|
Accounts receivable, net |
|
|
1,570 |
|
|
|
2,139 |
|
Notes and interest receivable, current portion |
|
|
353 |
|
|
|
540 |
|
Inventories |
|
|
1,051 |
|
|
|
1,424 |
|
Other current assets |
|
|
280 |
|
|
|
2,217 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
4,328 |
|
|
|
6,874 |
|
|
|
|
|
|
|
|
Long-term investments |
|
|
1,209 |
|
|
|
1,127 |
|
Notes and interest receivable, net of current portion |
|
|
1,318 |
|
|
|
350 |
|
Property and equipment, at cost less accumulated depreciation |
|
|
1,583 |
|
|
|
1,894 |
|
Goodwill, net |
|
|
— |
|
|
|
2,047 |
|
Other intangibles, net |
|
|
268 |
|
|
|
313 |
|
Other assets, net |
|
|
— |
|
|
|
17 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
8,706 |
|
|
$ |
12,622 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Short-term borrowings |
|
$ |
325 |
|
|
$ |
593 |
|
Accounts payable |
|
|
922 |
|
|
|
1,482 |
|
Deferred revenue |
|
|
983 |
|
|
|
2,527 |
|
Accrued payroll |
|
|
497 |
|
|
|
1,162 |
|
Accrued expenses and other current liabilities |
|
|
970 |
|
|
|
1,235 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
3,697 |
|
|
|
6,999 |
|
|
|
|
|
|
|
|
Long-term liabilities |
|
|
249 |
|
|
|
95 |
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 9) |
|
|
|
|
|
|
|
|
Minority interest |
|
|
1,516 |
|
|
|
1,516 |
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
Common stock, $0.01 par value, 20,000,000 shares authorized, 4,478,971
issued and outstanding at December 31, 2008 and 2007 |
|
|
45 |
|
|
|
45 |
|
Additional paid-in capital |
|
|
18,457 |
|
|
|
18,437 |
|
Accumulated other comprehensive loss |
|
|
(92 |
) |
|
|
(127 |
) |
Accumulated deficit |
|
|
(15,166 |
) |
|
|
(14,343 |
) |
|
|
|
|
|
|
|
Total stockholders’ equity |
|
|
3,244 |
|
|
|
4,012 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity |
|
$ |
8,706 |
|
|
$ |
12,622 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-4
Intelligent Systems Corporation
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
| |
|
|
|
|
|
|
|
|
| Year Ended December 31, |
|
2008 |
|
|
2007 |
|
Revenue |
|
|
|
|
|
|
|
|
Products |
|
$ |
14,522 |
|
|
$ |
14,527 |
|
Services |
|
|
1,278 |
|
|
|
884 |
|
|
|
|
|
|
|
|
Total revenue |
|
|
15,800 |
|
|
|
15,411 |
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
|
|
|
|
|
|
Products |
|
|
7,346 |
|
|
|
7,746 |
|
Services |
|
|
873 |
|
|
|
842 |
|
|
|
|
|
|
|
|
Total cost of revenue |
|
|
8,219 |
|
|
|
8,588 |
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
Marketing |
|
|
2,655 |
|
|
|
2,711 |
|
General and administrative |
|
|
4,275 |
|
|
|
3,934 |
|
Research and development |
|
|
3,487 |
|
|
|
3,311 |
|
Goodwill impairment loss |
|
|
369 |
|
|
|
— |
|
|
|
|
|
|
|
|
Loss from operations |
|
|
(3,205 |
) |
|
|
(3,133 |
) |
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
Interest income (expense), net |
|
|
(3 |
) |
|
|
164 |
|
Investment income, net |
|
|
7 |
|
|
|
81 |
|
Equity in income (loss) of affiliate company |
|
|
37 |
|
|
|
(13 |
) |
Other income (expense), net |
|
|
6 |
|
|
|
(37 |
) |
|
|
|
|
|
|
|
Loss from continuing operations before taxes |
|
|
(3,158 |
) |
|
|
(2,938 |
) |
Income taxes |
|
|
28 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations |
|
|
(3,186 |
) |
|
|
(2,948 |
) |
Loss from discontinued operations, no tax effect |
|
|
(489 |
) |
|
|
(776 |
) |
Gain on sale of discontinued operations, no tax effect |
|
|
2,852 |
|
|
|
1,300 |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(823 |
) |
|
$ |
(2,424 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share from continuing operations: Basic and diluted |
|
$ |
(0.71 |
) |
|
$ |
(0.66 |
) |
Income per share from discontinued operations: Basic and diluted |
|
|
0.53 |
|
|
|
0.12 |
|
|
|
|
|
|
|
|
Loss per share: Basic and diluted |
|
$ |
(0.18 |
) |
|
$ |
(0.54 |
) |
|
|
|
|
|
|
|
Basic weighted average common shares outstanding |
|
|
4,478,971 |
|
|
|
4,478,971 |
|
Diluted weighted average common shares outstanding |
|
|
4,478,971 |
|
|
|
4,478,971 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-5
Intelligent Systems Corporation
CONSOLIDATED STATEMENTS OF
STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS
(in thousands, except share amounts)
| |
|
|
|
|
|
|
|
|
| |
|
Year Ended December 31, |
|
| |
|
2008 |
|
|
2007 |
|
STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Common stock, number of shares, beginning and end of year |
|
|
4,478,971 |
|
|
|
4,478,971 |
|
|
|
|
|
|
|
|
Common stock, amount, beginning and end of year |
|
$ |
45 |
|
|
$ |
45 |
|
|
|
|
|
|
|
|
Additional paid-in capital, beginning of year |
|
|
18,437 |
|
|
|
18,425 |
|
Additions during year |
|
|
20 |
|
|
|
12 |
|
|
|
|
|
|
|
|
End of year |
|
|
18,457 |
|
|
|
18,437 |
|
|
|
|
|
|
|
|
Accumulated other comprehensive loss, beginning of year |
|
|
(127 |
) |
|
|
(127 |
) |
Foreign currency translation adjustment |
|
|
35 |
|
|
|
(12 |
) |
Change in unrealized loss on marketable securities |
|
|
— |
|
|
|
12 |
|
|
|
|
|
|
|
|
End of year |
|
|
(92 |
) |
|
|
(127 |
) |
|
|
|
|
|
|
|
Accumulated deficit, beginning of year |
|
|
(14,343 |
) |
|
|
(11,919 |
) |
Net loss |
|
|
(823 |
) |
|
|
(2,424 |
) |
|
|
|
|
|
|
|
End of year |
|
|
(15,166 |
) |
|
|
(14,343 |
) |
|
|
|
|
|
|
|
Total stockholders’ equity |
|
$ |
3,244 |
|
|
$ |
4,012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE LOSS |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(823 |
) |
|
$ |
(2,424 |
) |
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
35 |
|
|
|
(12 |
) |
Change in unrealized loss on marketable securities |
|
|
— |
|
|
|
12 |
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
$ |
(788 |
) |
|
$ |
(2,424 |
) |
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-6
Intelligent Systems Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| |
|
|
|
|
|
|
|
|
| |
|
Year Ended December 31, |
|
| |
|
2008 |
|
|
2007 |
|
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(823 |
) |
|
$ |
(2,424 |
) |
Adjustments to reconcile net loss to net cash used
for operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
511 |
|
|
|
485 |
|
Loss on disposal of equipment |
|
|
— |
|
|
|
30 |
|
Stock-based compensation expense |
|
|
20 |
|
|
|
13 |
|
Gain on sale of discontinued operations |
|
|
(2,852 |
) |
|
|
(1,300 |
) |
Non-cash interest income |
|
|
(51 |
) |
|
|
— |
|
Goodwill impairment loss |
|
|
369 |
|
|
|
— |
|
Investment income, net |
|
|
— |
|
|
|
(81 |
) |
Equity in (income) loss of affiliate company |
|
|
(37 |
) |
|
|
13 |
|
Changes in operating assets and liabilities,
net of effect of sale of discontinued operations |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
569 |
|
|
|
(133 |
) |
Accrued interest receivable |
|
|
7 |
|
|
|
94 |
|
Inventories |
|
|
372 |
|
|
|
(519 |
) |
Other current assets |
|
|
53 |
|
|
|
79 |
|
Accounts payable |
|
|
(124 |
) |
|
|
(76 |
) |
Accrued payroll |
|
|
(406 |
) |
|
|
188 |
|
Deferred revenue |
|
|
(960 |
) |
|
|
(567 |
) |
Accrued expenses and other current liabilities |
|
|
(424 |
) |
|
|
116 |
|
Other liabilities |
|
|
14 |
|
|
|
(93 |
) |
|
|
|
|
|
|
|
Net cash used for operating activities |
|
|
(3,762 |
) |
|
|
(4,175 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from sale of investments or marketable securities |
|
|
7 |
|
|
|
39 |
|
Proceeds from sale of discontinued operations |
|
|
4,250 |
|
|
|
— |
|
Investment in subsidiary |
|
|
(182 |
) |
|
|
— |
|
Distributions from long-term investments |
|
|
— |
|
|
|
92 |
|
Proceeds from notes receivable |
|
|
497 |
|
|
|
3,396 |
|
Purchases of property and equipment |
|
|
(171 |
) |
|
|
(1,355 |
) |
|
|
|
|
|
|
|
Net cash provided by investing activities |
|
|
4,401 |
|
|
|
2,027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Borrowings under line of credit |
|
|
2,022 |
|
|
|
928 |
|
Repayments made on line of credit |
|
|
(2,112 |
) |
|
|
(350 |
) |
Borrowing under notes payable |
|
|
124 |
|
|
|
— |
|
Payments on notes payable |
|
|
(188 |
) |
|
|
(145 |
) |
|
|
|
|
|
|
|
Net cash provided by (used for) financing activities |
|
|
(154 |
) |
|
|
578 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects of exchange rate changes on cash |
|
|
35 |
|
|
|
(12 |
) |
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
|
520 |
|
|
|
(1,582 |
) |
Cash at beginning of year |
|
|
554 |
|
|
|
2,136 |
|
Cash at end of year |
|
$ |
1,074 |
|
|
$ |
554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
51 |
|
|
$ |
13 |
|
Cash paid for income taxes |
|
|
38 |
|
|
|
19 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-7
Intelligent Systems Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(in thousands)
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES IN 2008:
Sale of VISaer Business:
Below is a reconciliation of the cash and non-cash activities associated with the sale of the
VISaer business, as disclosed in Note 2 to the Consolidated Financial Statements.
| |
|
|
|
|
| (in thousands) |
|
|
|
|
Proceeds from sale: |
|
|
|
|
Cash |
|
$ |
3,025 |
|
Note receivable, net of discount |
|
|
1,261 |
|
Liabilities assumed by (assets transferred to) buyer: |
|
|
|
|
Other current assets |
|
|
(660 |
) |
Property and equipment, net |
|
|
(15 |
) |
Intangible assets |
|
|
(1,835 |
) |
Other assets |
|
|
(17 |
) |
Accrued payroll |
|
|
258 |
|
Accounts payable |
|
|
437 |
|
Deferred revenue |
|
|
584 |
|
Other liability |
|
|
(126 |
) |
Accrued transaction related expenses |
|
|
(60 |
) |
|
|
|
|
Gain on sale of VISaer business |
|
$ |
2,852 |
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-8
Intelligent Systems Corporation
Notes to Consolidated Financial Statements
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization — In this document, terms such as the “company”, “we”, “us”, and “ISC” refer to
Intelligent Systems Corporation, a Georgia corporation, and its consolidated subsidiaries.
Nature of Operations — Consolidated companies (in which we have majority ownership and control) are
engaged in two industries: Information Technology Products and Services and Industrial Products.
Operations in the Information Technology Products and Services segment, which consists of our
CoreCard Software subsidiary, includes development and sales of software licenses and related
professional services and software maintenance contracts. Operations in the Industrial Products
segment include the manufacture and sale of bio-remediating parts washer systems by our ChemFree
subsidiary. Our operations are explained in further detail in Note 16. Included in discontinued
operations is our former subsidiary, VISaer, Inc., a company engaged in the development and sales
of software products and services, which was sold effective April 15, 2008. Our affiliate
companies (in which we have a minority ownership) are mainly involved in the information technology
industry.
Use of Estimates — In preparing the financial statements in conformity with accounting principles
generally accepted in the United States, management makes estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements. Some areas where we use estimates and make assumptions are
to determine our allowance for doubtful accounts, valuation allowances on our investments,
depreciation and amortization expense, accrued expenses and deferred income taxes. These estimates
and assumptions also affect amounts of revenues and expenses during the reporting period. Actual
results could differ from these estimates.
Consolidation — The financial statements include the accounts of Intelligent Systems Corporation
and its majority owned and controlled U.S. and non-U.S. subsidiary companies after elimination of
material inter-company accounts and transactions.
Translation of Foreign Currencies — We consider that local currencies are the functional currencies
for foreign operations. We translate assets and liabilities to U.S. dollars at period-end exchange
rates. We translate income and expense items at average rates of exchange prevailing during the
period. Translation adjustments are accumulated as a separate component of stockholders’ equity.
Gains and losses that result from foreign currency transactions are recorded in the consolidated
statement of operations.
Accounts Receivable and Allowance for Doubtful Accounts — Accounts receivable are customer
obligations due under normal trade terms. They are stated at the amount management expects to
collect. We sell our products to distributors and end users involved in a variety of industries,
principally automotive parts and repair and financial services. We perform continuing credit
evaluations of our customers’ financial condition and we generally do not require collateral. The
amount of accounting loss for which we are at risk in these unsecured receivables is limited to
their carrying value.
Senior management reviews accounts receivable on a monthly basis to determine if any receivables
will potentially be uncollectible. We include any accounts receivable balances that are estimated
to be uncollectible, along with a general reserve, in our overall allowance for doubtful accounts.
After all attempts to collect a receivable have failed, the receivable is written off against the
allowance. Based on the information available to us, we believe our allowance for doubtful
accounts as of December 31, 2008 is adequate. However, actual write-offs might exceed the recorded
allowance.
Inventories — We state the value of inventories at the lower of cost or market determined on a
first-in first-out basis. Market is defined as net realizable value. The value of inventories at
December 31, 2008 and 2007 is as follows:
| |
|
|
|
|
|
|
|
|
| (in thousands) |
|
2008 |
|
|
2007 |
|
Raw materials |
|
$ |
876 |
|
|
$ |
1,323 |
|
Finished goods |
|
|
175 |
|
|
|
101 |
|
|
|
|
|
|
|
|
Total inventories |
|
$ |
1,051 |
|
|
$ |
1,424 |
|
|
|
|
|
|
|
|
F-9
Intelligent Systems Corporation
Notes to Consolidated Financial Statements
Property and Equipment — Property and equipment are recorded at cost and depreciated over their
estimated useful lives using the straight-line method. Leasehold improvements are amortized over
the shorter of the lease term or the estimated useful life of the related asset. Upon retirement
or sale, the cost of assets disposed of and the related accumulated depreciation are removed from
the accounts and any resulting gain or loss is credited or charged to income. Repairs and
maintenance costs are expensed as incurred.
| |
|
|
| Classification |
|
Useful life in years |
Machinery and equipment |
|
3 – 5 |
Furniture and fixtures |
|
5 – 7 |
Leasehold improvements |
|
1 – 5 |
Building |
|
39 |
The cost of each major class of property and equipment at December 31, 2008 and 2007 is as follows:
| |
|
|
|
|
|
|
|
|
| (in thousands) |
|
2008 |
|
|
2007 |
|
Machinery and equipment |
|
$ |
3,773 |
|
|
$ |
4,716 |
|
Furniture and fixtures |
|
|
163 |
|
|
|
232 |
|
Leasehold improvements |
|
|
295 |
|
|
|
300 |
|
Building |
|
|
413 |
|
|
|
413 |
|
|
|
|
|
|
|
|
Subtotal |
|
|
4,644 |
|
|
|
5,661 |
|
Accumulated depreciation |
|
|
(3,061 |
) |
|
|
(3,767 |
) |
|
|
|
|
|
|
|
Property and equipment, net |
|
$ |
1,583 |
|
|
$ |
1,894 |
|
|
|
|
|
|
|
|
Depreciation expense was $462,000 and $389,000 in 2008 and 2007, respectively. These expenses are
generally included in general and administrative expenses, except with respect to our Industrial
Products Segment, where the depreciation expense related primarily to products leased to customers
is included in cost of revenue.
Leased Equipment — In the Industrial Products segment, certain equipment is leased to customers.
In the year ended December 31, 2007, we recorded a charge of $30,000 to reduce the carrying value
of certain leased equipment which was no longer in service. The cost, carrying value and
accumulated depreciation associated with the leased equipment at December 31, 2008 and 2007 are as
follows:
| |
|
|
|
|
|
|
|
|
| (in thousands) |
|
2008 |
|
|
2007 |
|
Cost of leased equipment |
|
$ |
1,341 |
|
|
$ |
1,263 |
|
Accumulated depreciation |
|
|
(949 |
) |
|
|
(809 |
) |
|
|
|
|
|
|
|
Carrying value of leased equipment |
|
$ |
392 |
|
|
$ |
454 |
|
|
|
|
|
|
|
|
The minimum future lease revenue under non-cancelable contracts at December 31, 2008 is $207,000
through November 2009. There is no contingent rental income under the leases. The leased equipment
assets are included in Machinery and Equipment on the company’s balance sheet at December 31, 2008
and 2007.
Investments — We account for investments under the equity method for (i) entities in which we have
a 20 to 50 percent ownership interest and over which we do not exert control or (ii) entities that
are organized as partnerships or limited liability companies. We account for investments of less
than 20 percent in non-marketable equity securities of corporations at the lower of cost or market.
The aggregate value of investments accounted for by the equity method was $934,000 and $897,000 at
December 31, 2008 and 2007, respectively. At December 31, 2008 and 2007, the aggregate value of
investments accounted for by the cost method was $275,000 and $230,000, respectively.
F-10
Intelligent Systems Corporation
Notes to Consolidated Financial Statements
Other Intangibles and Goodwill — Other intangibles are carried at cost net of related amortization
and are amortized using the straight-line method over their estimated useful lives of 10 years. We
account for acquisitions in accordance with SFAS No. 141, “Business Combinations” and SFAS No. 142,
“Goodwill and Other Intangible Assets”. In the year ended December 31, 2008, goodwill of
$1,835,000 associated with our VISaer business was derecognized and included as a component of the
gain on sale calculation, as shown in more detail on page F-8 of the Consolidated Financial
Statements. In accordance with SFAS No. 142, we periodically, but at least annually, assess
goodwill for impairment. Our annual assessment date is at year end. When circumstances indicate
that an intangible other than goodwill may be impaired, we utilize the guidance provided by SFAS
No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. In the fourth quarter
of 2008, we recorded a charge of $369,000 to fully write-down the carrying value of goodwill
associated with our CoreCard subsidiary. In our annual review of the carrying value of the
CoreCard goodwill, the fair value of the reporting unit was estimated using the expected present
value of future cash flows. We determined that the uncertainty in the global financial services
industry, various factors outside of the company’s control that impact payments and revenue
recognition and the limited operating history of the subsidiary made it difficult to forecast the
present value of future cash flows with a reasonable degree of certainty. Therefore a goodwill
impairment loss of $369,000 was recorded. For the year ended December 31, 2007, the carrying
value of goodwill was $2,047,000 and no impairment was identified.
Changes in goodwill during the two years ended December 31, 2008 were as follows:
| |
|
|
|
|
|
|
|
|
| (in thousands) |
|
2008 |
|
|
2007 |
|
Beginning balance, net |
|
$ |
2,047 |
|
|
$ |
2,047 |
|
Additions during year |
|
|
157 |
|
|
|
— |
|
Derecognition related to VISaer sale |
|
|
(1,835 |
) |
|
|
— |
|
Goodwill impairment loss |
|
|
(369 |
) |
|
|
— |
|
|
|
|
|
|
|
|
Ending balance, net |
|
$ |
— |
|
|
$ |
2,047 |
|
|
|
|
|
|
|
|
Other intangibles, net at December 31, 2008 and 2007 consisted of the following:
| |
|
|
|
|
|
|
|
|
| (in thousands) |
|
2008 |
|
|
2007 |
|
Patents |
|
$ |
464 |
|
|
$ |
464 |
|
Accumulated amortization |
|
|
(196 |
) |
|
|
(151 |
) |
|
|
|
|
|
|
|
Intangible assets, net |
|
$ |
268 |
|
|
$ |
313 |
|
|
|
|
|
|
|
|
As of December 31, 2008, annual amortization expense for intangibles for the following years is
expected to be:
| |
|
|
|
|
| (in thousands) |
|
|
|
|
2009 |
|
$ |
45 |
|
2010 |
|
|
45 |
|
2011 |
|
|
45 |
|
2012 |
|
|
45 |
|
2013 |
|
|
45 |
|
Thereafter |
|
|
43 |
|
|
|
|
|
Total amortization expense |
|
$ |
268 |
|
|
|
|
|
Deferred Revenue — Deferred revenue consists of advance payments by software customers for annual
maintenance and support services (“PCS”), advance payments from customers for software licenses and
PCS to be delivered, and payments by ChemFree lease customers that are billed quarterly for leased
equipment and supplies. Net billings in excess of costs are included in deferred
revenue. At December 31, 2007, net costs in excess of billings on incomplete contracts are
included in other current assets. We do not anticipate any loss under these contracts. Deferred
revenue is classified as long-term until such time that it becomes likely that the services or
products will be provided within 12 months of the balance sheet date.
F-11
Intelligent Systems Corporation
Notes to Consolidated Financial Statements
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 notes receivables beyond one year have been discounted at a
rate of 6% which approximates rates currently 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.
Financial instruments that potentially subject us to concentrations of credit risk consist
principally of cash and trade accounts and notes receivable. Our available cash and cash
equivalents are held in accounts managed by third-party financial institutions and consists of cash
in our operating accounts and invested cash. The invested cash is invested in interest-bearing
funds managed by third-party financial institutions. These funds generally invest in direct
obligations of the government of the United States. Cash held in operating accounts may exceed the
Federal Deposit Insurance Corporation, or FDIC, insurance limits. While we monitor cash and cash
equivalents balances in our operating accounts 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 or cash equivalents; however, we
can provide no assurances that access to our cash and cash equivalents will not be impacted by
adverse conditions in the financial markets.
A concentration of credit risk may exist with respect to trade receivables, as a substantial
portion of our customers are concentrated in the following industries.
| |
|
|
ChemFree:
|
|
Industrial services companies, automotive parts distributors and equipment rental depots |
CoreCard:
|
|
Financial services companies |
We perform ongoing credit evaluations of customers worldwide and do not require collateral from
our customers. Historically, we have not experienced significant losses related to receivables
from individual customers or groups of customers in any particular industry or geographic area.
Our notes receivable, which are concentrated in two privately-held companies, were acquired from
the respective buyers of our QS business in 2006 and our VISaer business in 2008. The payment
obligations are not collateralized. We believe the companies are credit worthy and there have
been no defaults or payment problems to date; however there can be no assurance that either or
both companies might not fail to make timely payments of their obligations to us in the future.
Revenue Recognition — Product revenue consists of fees from software licenses and sales or leases
of industrial products. Service revenue consists of fees for implementation, consulting, training,
customization, reimbursable expenses, maintenance and support for software products.
We recognize revenue for industrial products when products are shipped, at which time title
transfers to the customer and there are no remaining future obligations. We do not provide for
estimated sales returns allowances because ChemFree’s well-established policy rarely authorizes
such transactions. As an alternative to selling our parts washers, on occasion we may lease our
equipment. For leased equipment, we recognize revenue monthly at the contracted monthly rate
during the term of the lease.
Our software arrangements generally fall into one of the following three categories:
| |
• |
|
an initial contract with the customer to license certain software modules, to provide
services to get the customer live on the software (such as training and customization) and
to provide PCS for a specified period of time thereafter (typically 12-month periods) |
| |
• |
|
other optional standalone contracts, usually performed after the customer is live on the
software, for services such as new interfaces or custom features requested by the customer,
additional training and problem resolution not covered in annual maintenance contracts |
| |
• |
|
purchase of additional licenses for new modules or for tier upgrades for a higher volume
of licensed accounts after the initial contract |
F-12
Intelligent Systems Corporation
Notes to Consolidated Financial Statements
We review each contract to determine if multiple elements exist. As such, only arrangements under
the first category described above contain multiple elements. Our revenue recognition policy for
each of the situations described above is discussed below.
Presently, the initial software contracts are accounted for in accordance with SOP 97-2, “Software
Revenue Recognition” (“SOP 97-2”). Since the software may require significant modification or
customization that is essential to its functionality, the criteria for separate accounting are not
met. Paragraph 74 of SOP 97-2 requires revenue recognition utilizing Accounting Research Bulletin
(“ARB”) No. 45, “Long-term Construction Type Contracts”, using the relevant guidance in SOP 81-1,
“Accounting for Performance of Construction Type and Certain Production Type Contracts”. At
present, we use the completed contract method under SOP 81-1 to account for our contracts as we do
not have an adequate historical basis on which to prepare reliable estimates of
percentage-of-completion for these contracts. Moreover, there are inherent risks with early
software implementations, such as changes in customer requirements or software defects that make
estimates unreliable.
Accordingly, software revenue related to the license and the specified service elements (except for
PCS) in the initial contract are recognized at the completion of the contract, when (i) there are
no material uncertainties regarding customer acceptance, (ii) cancellation provisions, if any, have
expired and (iii) there are no significant obligations remaining. We account for the PCS element
contained in the initial contract in accordance with EITF 00-21 “Revenue Arrangements with Multiple
Deliverables,” whereby revenue related to the PCS element is based on vendor-specific objective
evidence of fair value and is recognized ratably on a straight-line basis over the period specified
in the contract. Upon renewal of the PCS contract by the customer, we recognize revenues ratably
on a straight-line basis over the period specified in the PCS contract. Substantially all of our
software customers purchase software maintenance and support contracts and renew such contracts
annually.
Services provided under standalone contracts that are optional to the customer and are outside of
the scope of the initial contract are single element services contracts. These standalone services
contracts are not essential to the functionality of the software contained in the initial contracts
and generally do not include acceptance clauses or refund rights as are typical in the initial
software contracts, as described above. Revenues from these services contracts are recognized as
the services are performed.
Cost of Revenue — Cost of revenue for products includes direct material, direct labor, production
overhead and third party license fees. Cost of revenue for services includes direct cost of
services rendered, including reimbursed expenses. For software contracts, we capitalize the
contract specific direct costs and recognize the costs when the associated revenue is recognized.
Software Development Expense — We have evaluated the establishment of technological feasibility of
our products in accordance with SFAS No. 86, “Accounting for the Costs of Computer Software to Be
Sold, Leased or Otherwise Marketed”. We sell products in markets that are subject to rapid
technological change, new product development and changing customer needs; accordingly, we have
concluded that technological feasibility has generally not been established until the development
stage of the product is nearly complete. We define technological feasibility as the completion of
a working model. The time period during which cost could be capitalized, from the point of
reaching technological feasibility until the time of general product release, is very short and,
consequently, the amounts that could be capitalized are not material to our financial position or
results of operations. Therefore, we have charged all such costs to research and development in
the period incurred.
In circumstances in which we acquire software, the annual amortization is the greater of (1) the
ratio of current revenues to the expected revenues from the related product sales or (2) the
straight-line method over the remaining useful life of the product.
In accordance with SOP No. 98-1, “Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use”, we expense all costs incurred in the preliminary project stage for
software developed for internal use. Thereafter, we capitalize all
direct costs of materials and services consumed in developing or obtaining internal use software.
All costs incurred for upgrades, maintenance and enhancements that do not result in additional
functionality are expensed. During the years ended December 31, 2008 and 2007, we capitalized
$129,000 and $319,000, respectively, related to a new accounting (ERP) system for our ChemFree
subsidiary which we installed and began amortizing as of April 1, 2008.
Warranty Costs — We accrue the estimated costs associated with our industrial product warranties as
an expense in the period the related sales are recognized. The warranty accrual is included in
accrued expenses and other current liabilities at December 31, 2008 and 2007. At December 31, 2008
and 2007, the warranty accrual was $127,000 and $142,000, respectively.
F-13
Intelligent Systems Corporation
Notes to Consolidated Financial Statements
Legal Expense — Legal expenses are recorded as a component of general and administrative expense in
the period in which such expenses are incurred.
Research and Development — Research and development costs consist principally of compensation and
benefits paid to certain company employees and certain other direct costs. All research and
development costs are expensed as incurred.
Stock Based Compensation — At December 31, 2008, we have two stock-based compensation plans in
effect which are more fully described in Note 14. In December 2004, the FASB issued SFAS No. 123R,
“Share-Based Payment” (“SFAS No. 123R”) which replaced APB No. 25 and SFAS No. 123. We adopted
SFAS No. 123R effective January 1, 2006 using the modified prospective application method of
adoption which required us to record compensation cost related to unvested stock awards as of
December 31, 2005 by recognizing the unamortized grant date fair value in accordance with
provisions of SFAS No. 123R on a straight line basis over the service periods of each award. We
have estimated forfeiture rates based on our historical experience. Stock option compensation
expense for the years ended December 31, 2008 and 2007 has been recognized as a component of
general and administrative expenses in the accompanying Consolidated Financial Statements.
As a result of adopting SFAS No. 123R, we recorded $20,000 and $13,000 of stock-based compensation
expense in the years ended December 31, 2008 and 2007, respectively.
In both 2008 and 2007, 12,000 options were granted pursuant to the Non-employee Directors Stock
Option Plan. The fair value of each option granted in 2008 and 2007 has been estimated as of the
date of grant using the Black-Scholes option pricing model with the following weighted average
assumptions:
| |
|
|
|
|
|
|
|
|
| Year ended December 31, |
|
2008 |
|
|
2007 |
|
Risk free interest rate |
|
|
2 |
% |
|
|
4 |
% |
Expected life of option in years |
|
|
6.6 |
|
|
|
6.6 |
|
Expected dividend yield rate |
|
|
0 |
% |
|
|
0 |
% |
Expected volatility |
|
|
50 |
% |
|
|
49 |
% |
Under these assumptions, the weighted average fair value of options granted in 2008 and 2007 was
$1.69 and $2.07 per share, respectively. The fair value of the grants is being amortized over the
vesting period for the options. All of the company’s stock-based compensation expense relates to
stock options. The total remaining unrecognized compensation cost at December 31, 2008 related to
unvested options amounted to $13,000 and is expected to be recognized over 2009 and 2010.
Income Taxes — In accordance with SFAS No. 109, “Accounting for Income Taxes”, we utilize the asset
and liability method of accounting for income taxes. As such, deferred tax assets and liabilities
are established to recognize the future tax consequences attributable to differences between the
financial statement carrying amounts of the existing assets and liabilities and their respective
tax bases and for net tax operating loss carryforwards.
Comprehensive Loss — Comprehensive loss represents net loss adjusted for the results of certain
stockholders’ equity changes not reflected in the consolidated statements of operations. These
items are accumulated over time as accumulated other
comprehensive loss on the consolidated balance sheet and are primarily the result of cumulative
foreign currency translation adjustments at December 31, 2008 and 2007.
New Accounting Pronouncements — In September 2006, the FASB issued Statement No. 157, “Fair Value
Measurements” (SFAS No. 157) to increase consistency and comparability in fair value measurements.
SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands
disclosures about fair value measurements of certain assets, liabilities and items in stockholders’
equity that are measured at fair value. SFAS No. 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007 and,
accordingly, we adopted SFAS No. 157 in the
first quarter of 2008. The adoption of the standard did not have a material impact on our
consolidated financial statements.
F-14
Intelligent Systems Corporation
Notes to Consolidated Financial Statements
In February 2007, the FASB issued Statement No. 159, (SFAS No. 159) “The Fair Value Option for
Financial Assets and Financial Liabilities: Including an Amendment of FASB Statement No. 115”.
SFAS No. 159, which builds on other statements related to fair value such as SFAS No. 157, permits
entities to elect to measure many financial instruments and certain other items at fair value with
changes in value reported in earnings. It is designed to mitigate earnings volatility that arises
when assets and liabilities are measured differently. SFAS No. 159 is effective for financial
statements issued for fiscal years beginning after November 15, 2007 and, accordingly, we adopted
SFAS 159 in the first quarter of 2008. The adoption of the standard did not have a material impact
on our consolidated financial statements.
In December 2007, the FASB issued Statement No. 160 (SFAS No. 160) “Noncontrolling Interests in
Consolidated Financial Statements — an amendment of ARB No. 51”. SFAS No. 160 amends ARB 51 to
establish accounting and reporting standards for the noncontrolling interest (minority interest) in
a subsidiary and the deconsolidation of a subsidiary. It clarifies that the noncontrolling
interest in a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. It also changes the way the
consolidated income statement is presented, requiring disclosure on the face of the income
statement of the amount of consolidated net income attributable to the parent and to the
noncontrolling interest. SFAS No. 160 also establishes appropriate accounting for changes in a
parent’s ownership interest that do not result in deconsolidation and when a subsidiary is
deconsolidated. SFAS No. 160 requires expanded disclosure to identify and distinguish between the
interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 is effective
for fiscal years, and interim periods within those fiscal years, beginning on or after December 15,
2008. Accordingly, we will adopt SFAS No. 160 in the first quarter of 2009. The adoption of SFAS
No. 160 will result in the reclassification of a minority interest in our CoreCard subsidiary
totaling $1.5 million from the mezzanine section of the consolidated balance sheet to the equity
section.
In April 2008, the FASB issued FASB Staff Position 142-3 (FSP 142-3), “Determination of the Useful
Life of Intangible Assets”. FSP 142-3 amends the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life or a recognized intangible asset
under SFAS 142 and period of expected cash flows used to measure the fair value of the asset under
SFAS 141(R), Business Combinations, and other U.S. generally accepted accounting principles. FSP
142-3 will be effective beginning in fiscal year 2010. We are currently evaluation the impact that
FSP 142-3 will have on our consolidated financial statements.
We have considered all other recently issued accounting pronouncements and do not believe the
adoption of such pronouncements will have a material impact on our consolidated financial
statements.
2. DISCONTINUED OPERATIONS
Sale of VISaer Business — Effective April 16, 2008, the company and two subsidiaries, VISaer, Inc.
and VISaer (U.K.) Limited (collectively, “VISaer”) completed the sale of substantially all the
assets related to VISaer’s business pursuant to the terms of an asset purchase agreement (the
“Asset Purchase Agreement”) between IBS Technics, Inc. (“IBS Technics”) and the company and VISaer.
IBS Technics is a subsidiary of IBS Software Services, Inc., a software services company that had
previously provided certain software development services to VISaer as an independent third party
contractor.
The purchase price consisted of $3,025,000 paid in cash at closing plus future earn-out and
contingent payments to be paid over four years based on certain performance metrics of the VISaer
business following the sale, with guaranteed minimum payments aggregating $1,500,000 in cash
(discounted to a net present value of $1,261,000), payable in three equal installments in 2010,
2011 and 2012. In addition, IBS Technics assumed $258,000 in liabilities of VISaer related to
employee vacation benefits and $437,000 payable to IBS Technics for prior services. IBS hired the
VISaer employees as of the effective date of the transaction. IBS Technics acquired assets related
to customer contracts and assumed the ongoing liabilities and obligations associated with such
contracts. We retained the remainder of the liabilities of the VISaer business along with cash and
accounts receivable aggregating approximately $455,000 as of the closing date. Based on the
carrying value of the assets and liabilities transferred to IBS Technics and the estimated costs
and expenses incurred in connection with the sale, we reported a gain on the sale transaction of
$2,852,000 in 2008.
The transaction also provides for contingent payments over and above the guaranteed minimum
payments which may be earned based on the attainment by the acquired VISaer business of certain
levels of revenue in each of the four consecutive 12 month periods beginning April 16, 2008 and
ending April 15, 2012. As the amount, if any, of such contingency payments over and above the
guaranteed minimum payments is not quantifiable at this time, no amount has been recorded for such
contingency payments.
F-15
Intelligent Systems Corporation
Notes to Consolidated Financial Statements
The following condensed financial information is provided for the VISaer discontinued operations
for the periods shown.
| |
|
|
|
|
|
|
|
|
| |
|
Year Ended December 31, |
|
| (in thousands) |
|
2008* |
|
|
2007 |
|
Net sales |
|
$ |
760 |
|
|
$ |
3,594 |
|
Operating loss |
|
|
(479 |
) |
|
|
(730 |
) |
Net loss before tax |
|
|
(489 |
) |
|
|
(770 |
) |
Income tax |
|
|
— |
|
|
|
6 |
|
Net loss from discontinued operations |
|
$ |
(489 |
) |
|
$ |
(776 |
) |
|
|
|
|
|
|
|
| |
|
|
| * |
|
through April 15, 2008. |
Sale of QS Business — Effective July 31, 2006, we completed the sale of the business and certain
assets of our QS Technologies, Inc. (“QS”) subsidiary to Netsmart Public Health, Inc. and its
parent company, Netsmart Technologies, Inc., referred to collectively as “Netsmart”. In 2006, we
recorded a net gain on the sale of QS of $4,873,000. The transaction also provided for contingent
payments based on the attainment by the QS business of certain levels of revenue and bookings in
2007. As the amount of such payments was not quantifiable at the time of the transaction, no
amount was recorded for such contingency payments at the time of the sale. In the year ended
December 31, 2007, we recorded an additional gain on the sale of QS aggregating $1,300,000,
consisting of $1,225,000 related to contingent payments earned on the sale and $75,000 to reverse
certain accruals for post-closing expenses and adjustments.
3. SALE OF ASSET
Horizon Software — In 2007, we recorded $73,000 in investment income reflecting a distribution from
Horizon Software International, LLC (“Horizon”) attributed to our ownership interest in Horizon in
2006, prior to the sale of this asset on August 31, 2006. Such amount is included in investment
income, net in the Consolidated Statements of Operations.
4. INVESTMENTS
At December 31, 2008 and 2007, our ownership interest in NKD Enterprises, LLC was 25.5%. We
account for our investment by the equity method of accounting. The carrying value of NKD
Enterprises is included in long-term investments.
| |
|
|
|
|
|
|
|
|
|
|
|
|
| At December 31, |
|
Carrying Value |
|
|
Original |
|
| (in thousands) |
|
2008 |
|
|
2007 |
|
|
Investment |
|
NKD Enterprises |
|
$ |
934 |
|
|
$ |
897 |
|
|
$ |
1,286 |
|
The following table presents summarized financial information for NKD Enterprises for the
respective time periods:
| |
|
|
|
|
|
|
|
|
| As of and for the year ended December 31, |
|
|
|
|
|
|
| (in thousands) |
|
2008 |
|
|
2007 |
|
Revenues |
|
$ |
2,142 |
|
|
$ |
1,906 |
|
Operating income |
|
|
146 |
|
|
|
24 |
|
Net income |
|
|
146 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
Current assets |
|
$ |
318 |
|
|
$ |
338 |
|
Non-current assets |
|
|
3,028 |
|
|
|
3,041 |
|
Current liabilities |
|
|
316 |
|
|
|
474 |
|
Non-current liabilities |
|
|
— |
|
|
|
— |
|
Stockholders’ equity |
|
|
3,030 |
|
|
|
2,905 |
|
F-16
Intelligent Systems Corporation
Notes to Consolidated Financial Statements
5. ACCOUNTS RECEIVABLE AND NOTES RECEIVABLE
At December 31, 2008 and 2007, our allowance for doubtful accounts amounted to $14,000 and $11,000,
respectively. Net charges against the allowance for doubtful accounts were $6,000 and $44,000 in
2008 and 2007, respectively.
The following table indicates the percentage of consolidated revenue and year-end accounts
receivable represented by each customer for any period in which such customer represented more than
10 percent of consolidated revenue or year-end accounts receivable.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Revenue |
|
|
Accounts Receivable |
|
| |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
ChemFree |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer A |
|
|
12 |
% |
|
|
12 |
% |
|
|
14 |
% |
|
|
18 |
% |
Customer B |
|
|
10 |
% |
|
|
— |
|
|
|
18 |
% |
|
|
20 |
% |
Customer C |
|
|
37 |
% |
|
|
40 |
% |
|
|
19 |
% |
|
|
18 |
% |
Customer D |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12 |
% |
Customer E |
|
|
— |
|
|
|
— |
|
|
|
17 |
% |
|
|
— |
|
CoreCard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer F |
|
|
10 |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
|
In connection with the sale of our QS business in 2006, we received a promissory note from the
buyer in the amount of $1,435,000, which bears interest at the rate of 8.25 percent annually and is
payable in thirty-six monthly payments of $45,000 beginning September 1, 2006. At December 31,
2008, the current portion of the principal amount of this note is $350,000. At December 31, 2007,
the current portion of the principal amount of this note was $491,000 and the non-current portion
was $350,000.
In connection with the sale of our VISaer business in 2008, the buyer is contractually obligated to
make three equal payments of $500,000 ($1.5 million total) in April 2010, 2011 and 2012. These
payments are not interest-bearing, have been discounted at a rate of 6%, are not collateralized and
are carried on our balance sheet as non-current notes receivable. The carrying value at December
31, 2008 was $1,261,000.
F-17
Intelligent Systems Corporation
Notes to Consolidated Financial Statements
6. SHORT-TERM BORROWINGS
Terms and borrowings under our primary credit facility are summarized as follows:
| |
|
|
|
|
|
|
|
|
| Year ended December 31, |
|
|
|
|
|
|
| (in thousands) |
|
2008 |
|
|
2007 |
|
Maximum outstanding (month-end) |
|
$ |
1,815 |
|
|
$ |
415 |
|
Outstanding at year end |
|
|
325 |
|
|
|
415 |
|
Interest rate at year end |
|
|
6.75 |
% |
|
|
8.75 |
% |
Average interest rate |
|
|
7.0 |
% |
|
|
9.25 |
% |
We established a working capital credit facility with a bank in October 2003 and have renewed the
line annually with the most recent renewal effective December 1, 2008. The revolving line of
credit bears interest at the higher of prime rate plus one and one half percent or 6.75%, is
secured by all assets of the company and our principal subsidiaries, is guaranteed by our
subsidiaries, and expires June 30, 2009. We may borrow an aggregate of 80 percent of qualified
accounts receivable of our consolidated subsidiaries plus 50 percent of inventory, up to a maximum
of $1,250,000. At December 31, 2008, our borrowing base calculation resulted in availability of
$1,442,000, of which we had drawn down $325,000 at year end. The terms of the loan contain typical
covenants not to sell or transfer material assets, to create liens against assets, to merge with
another entity, to change corporate structure or the nature of our business, to declare or pay
dividends, or to redeem shares of common stock. The loan agreement also contains covenants not to
change the chief executive and chief financial officers of the company or to make loans to or
invest in new minority-owned companies, without first obtaining the consent of the financial
institution in each case.
On July 25, 2007, our ChemFree subsidiary entered into a financing arrangement with a bank to
borrow up to $300,000 to finance the purchase of a new accounting system. The terms of the
arrangement provide that ChemFree could draw down up to $300,000 and pay interest only on the
outstanding balance until February 24, 2008, at which time repayment of the $300,000 principal
amount and interest converted to a term loan with 36 equal monthly payments of principal and
interest of $9,393. The interest rate is fixed at 7.95 percent and the loan is secured by assets
of ChemFree and guaranteed by Intelligent Systems Corporation. At December 31, 2008, the amount
outstanding under the loan was $216,000, of which $99,000 is included in the category Other Current
Liabilities and $117,000 is included in Long-term Liabilities in the Consolidated Balance Sheet.
At December 31, 2007, $178,000 was outstanding and included in Short Term Borrowings on the
Consolidated Balance Sheet.
7. NOTE PAYABLE
In March 2006, our former VISaer subsidiary and a customer reached a mutual agreement to terminate
a Software License Agreement. The Settlement and Release Agreement provided for a refund to the
customer of certain prepaid maintenance and other expenses to be paid in monthly installments over
a three year period. At December 31, 2008 and 2007, the current portion of the note payable
($100,000 and $159,000, respectively) is included in Other Current Liabilities and the long-term
portion of the note payable ($0 and $42,000, respectively) is included in Long-term Liabilities.
8. INCOME TAXES
The income tax provision from continuing operations consists of the following:
| |
|
|
|
|
|
|
|
|
| Year ended December 31, |
|
|
|
|
|
|
| (in thousands) |
|
2008 |
|
|
2007 |
|
Current |
|
$ |
28 |
|
|
$ |
10 |
|
|
|
|
|
|
|
|
F-18
Intelligent Systems Corporation
Notes to Consolidated Financial Statements
Following is a reconciliation of estimated income taxes at the blended statutory rate from
continuing operations to estimated tax expense (benefit) as reported:
| |
|
|
|
|
|
|
|
|
| Year ended December 31, |
|
2008 |
|
|
2007 |
|
Statutory rate, blended |
|
|
38 |
% |
|
|
38 |
% |
Change in valuation allowance |
|
|
(38 |
%) |
|
|
(38 |
%) |
Other |
|
|
1 |
% |
|
|
0 |
% |
|
|
|
|
|
|
|
Effective rate |
|
|
1 |
% |
|
|
0 |
% |
|
|
|
|
|
|
|
Net deferred tax assets consist of the following at December 31:
| |
|
|
|
|
|
|
|
|
| (in thousands) |
|
2008 |
|
|
2007 |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Federal, state and foreign loss carryforwards |
|
$ |
5,734 |
|
|
$ |
5,052 |
|
Capitalized research and development |
|
|
3,126 |
|
|
|
3,711 |
|
Accrued interest |
|
|
— |
|
|
|
1,758 |
|
Deferred revenue |
|
|
(611 |
) |
|
|
(203 |
) |
Federal and state tax credits |
|
|
3,103 |
|
|
|
3,109 |
|
Long-term investments |
|
|
— |
|
|
|
(521 |
) |
Other |
|
|
254 |
|
|
|
438 |
|
|
|
|
|
|
|
|
Total deferred tax asset |
|
|
11,606 |
|
|
|
13,344 |
|
Less valuation allowance |
|
|
(11,606 |
) |
|
|
(13,344 |
) |
|
|
|
|
|
|
|
Net deferred tax asset |
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
Federal and state tax credits of $3,103,000 included in the above table expire at various dates
between 2012 and 2028.
We have a deferred tax asset of approximately $11.6 million at December 31, 2008 and $13.3 million
at December 31, 2007. The deferred tax asset has been offset by a valuation allowance in 2008 and
2007 of $11.6 million and $13.3 million, respectively, because the company believes that it is more
likely than not that the amount will not be realized. No deferred taxes have been provided on
temporary differences related to investments in foreign subsidiaries because these investments are
considered to be permanent.
As of December 31, the following net operating loss carryforwards, if unused as offsets to future
taxable income, will expire during the following years:
| |
|
|
|
|
|
|
|
|
| (in thousands) |
|
2008 |
|
|
2007 |
|
2017 |
|
$ |
1,038 |
|
|
$ |
1,038 |
|
2019 |
|
|
2,901 |
|
|
|
2,901 |
|
2021 |
|
|
495 |
|
|
|
495 |
|
2022 |
|
|
234 |
|
|
|
234 |
|
2023 |
|
|
1,778 |
|
|
|
1,778 |
|
Thereafter |
|
|
8,408 |
|
|
|
6,550 |
|
|
|
|
|
|
|
|
Total |
|
$ |
14,854 |
|
|
$ |
12,996 |
|
|
|
|
|
|
|
|
F-19
Intelligent Systems Corporation
Notes to Consolidated Financial Statements
Effective January 1, 2007, we adopted the provisions of Financial Accounting Standards Board
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB
Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition
threshold that a tax position is required to meet before being recognized in the financial
statements and provides guidance on derecognition, measurement, classification, interest and
penalties, accounting in interim periods, disclosure and transition issues. 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) as a result of the implementation
of FIN 48. The adoption of FIN 48 did not have a material effect on our consolidated financial
position or results of operations. As of December 31, 2008, we do not have any material
unrecognized tax benefits and we do not anticipate any significant changes in the balance of
unrecognized tax benefits during 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. No interest expense or
penalties were recognized during the years ended December 31, 2008 and 2007.
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 2003.
9. COMMITMENTS AND CONTINGENCIES
Leases — We have a noncancellable operating lease expiring in June 2009. Future minimum lease
payments are as follows:
| |
|
|
|
|
| Year ended December 31, |
|
|
|
|
| (in thousands) |
|
|
|
|
2009 |
|
$ |
194 |
|
|
|
|
|
Total minimum lease payments |
|
$ |
194 |
|
|
|
|
|
The above future minimum lease payments are payable to a related party.
Rental expense for leased facilities and equipment related to continuing operations amounted to
$465,000 and $459,000 for the years ended December 31, 2008 and 2007, respectively. Companies in
Intelligent Systems incubator sublease space from the company. For the years ended December 31,
2008 and 2007, we received $80,000 and $95,000, respectively, in sublease rental income which
reduced the company’s rental expense during these years.
Legal Matters — In December 2004, ChemFree filed a patent infringement action against J. Walter
Co. Ltd. and J. Walter, Inc. in the United States Court for the Northern District of Georgia. The
complaint alleges that certain of the defendant’s products infringe various U.S. patents held by
ChemFree and seeks a ruling to compel the defendant to cease its infringing activities. The
defendant has asserted various defenses. The parties have completed the discovery phase of the
case and no trial date has been set. While the resolution and timing of any legal action is not
predictable, ChemFree believes it has sufficient grounds to prevail in these actions, although
there can be no assurance that the disputes will be resolved in its favor. During the second and
third quarter of 2008, several pre-trial rulings were made by the judge assigned to the case with
respect to various motions submitted by ChemFree and J. Walter Co. Ltd. and J. Walter, Inc. One of
the rulings awarded ChemFree legal expenses related to a certain matter in an amount to be
determined. Since the amount of the award has not been determined at this time, no amount for
awarded legal expenses has been accrued in the accompanying Consolidated Financial Statements.
VISaer Stock Purchase Transaction — On April 3, 2008, the company acquired additional shares of
common stock of VISaer, Inc. from a minority shareholder. The purchase price for the stock was
$157,000 paid in cash in 2008 plus an additional amount to be paid in the future, contingent upon
the net amount of cash realized by Intelligent Systems Corporation (calculated in accordance with a
formula agreed between the parties) resulting from the VISaer sale transaction. The purchase price
for the VISaer stock of $157,000 was recorded as additional goodwill of VISaer and included in the
calculation of the gain on sale for the VISaer transaction. As of December 31, 2008, the company
estimates that the additional amount that could be payable to the minority
shareholder in 2010, 2011 and 2012 (based on the guaranteed minimum payments of the VISaer buyer as
explained in Note 2) aggregates approximately $126,000 (discounted net present value of $150,000);
accordingly, the company has accrued $126,000 as a long-term liability in the Consolidated Balance
Sheets.
F-20
Intelligent Systems Corporation
Notes to Consolidated Financial Statements
10. POST-RETIREMENT BENEFITS
Effective January 1, 1992, we adopted the Outside Directors’ Retirement Plan which provides that
each nonemployee director, upon resignation from the Board after reaching the age of 65, will
receive a lump sum cash payment equal to $5,000 for each full year of service as a director of the
company (and its predecessors and successors) up to $50,000. At December 31, 2008 and 2007, we have
accrued $150,000 for future payments under the plan.
11. DEFINED CONTRIBUTION PLANS
We maintained two 401(k) defined contribution plans covering substantially all U.S. employees.
Following the sale of our VISaer business in April 2008, the 401(k) plan for VISaer employees was
terminated. Our matching contributions under the remaining plan, which are optional and based on
the level of individual participant’s contributions, amounted to $45,000 and $46,000 in 2008 and
2007, respectively. The company has suspended the matching contributions for 2009.
12. RELATED PARTY TRANSACTION
The lease on our headquarters and primary facility at 4355 Shackleford Road, Norcross, Georgia is
held by ISC Properties, LLC, an entity controlled by our Chairman and Chief Executive Officer, J.
Leland Strange. Mr. Strange holds a 100% ownership interest in ISC Properties, LLC. In each of
the years ended December 31, 2008 and 2007, we paid rent of $465,000 and $459,000, respectively, to
ISC Properties, LLC.
13. STOCKHOLDERS’ EQUITY
We have authorized 20,000,000 shares of common stock, $0.01 par value per share, and 2,000,000
shares of Series A preferred stock, $0.10 par value per share. No shares of preferred stock have
been issued; however, we adopted a Rights Agreement on November 25, 1997, which provides that,
under certain circumstances, shareholders may redeem the Rights to purchase shares of preferred
stock. The Rights have certain anti-takeover effects. The Board of Directors has authorized stock
repurchases from time to time but no repurchases were authorized or made in 2008 or 2007.
14. STOCK OPTION PLANS
We instituted the 2003 Incentive Stock Plan (the “2003 Plan”) in March 2003. The 2003 Plan
authorizes the issuance of up to 450,000 options to purchase shares of common stock to officers and
key employees, with vesting of such options occurring equally over a 3-year time period. No
options were granted under the 2003 Plan in the two years ended December 31, 2008. We instituted
the 1991 Incentive Stock Plan (the “1991 Plan”) in December 1991 and the 1991 Plan expired in
December 2001, with 148,000 shares ungranted. In August 2000, we instituted a Non-Employee
Directors’ Stock Option Plan (the “Directors’ Plan”) that authorizes the issuance of up to 200,000
shares of common stock to non-employee directors. Upon adoption of the Directors’ Plan, each
non-employee director was granted an option to acquire 5,000 shares. At each Annual Meeting, each
director receives a grant of 4,000 options, which vests in 50% increments on the first and second
anniversary. Stock options under all three plans are granted at an exercise price equal to fair
market value on the date of grant. As of December 31, 2008, a total of 993,000 options under all
three Plans have been granted, 724,320 have been exercised, 47,680 have been cancelled, 203,000 are
fully vested and exercisable and 18,000 are not vested. All options expire ten years from their
respective dates of grant.
As of December 31, 2008, there was $13,000 unrecognized compensation cost related to stock options
granted under the Plans.
F-21
Intelligent Systems Corporation
Notes to Consolidated Financial Statements
Stock option activity during the years ended December 31, 2008 and 2007 were as follows:
| |
|
|
|
|
|
|
|
|
| |
|
2008 |
|
|
2007 |
|
Options outstanding at January 1 |
|
|
209,000 |
|
|
|
203,666 |
|
Options granted |
|
|
12,000 |
|
|
|
12,000 |
|
Options exercised |
|
|
— |
|
|
|
— |
|
Options canceled |
|
|
— |
|
|
|
6,666 |
|
|
|
|
|
|
|
|
Options outstanding at December 31 |
|
|
221,000 |
|
|
|
209,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options available for grant at December 31 |
|
|
434,000 |
|
|
|
446,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at December 31 |
|
|
203,000 |
|
|
|
197,000 |
|
|
|
|
|
|
|
|
| |
Exercise price ranges per share: |
|
|
|
|
|
|
|
|
Granted |
|
$ |
3.30 |
|
|
$ |
3.84 |
|
Canceled |
|
|
— |
|
|
$ |
4.25 |
|
Outstanding |
|
$ |
1.51 – $4.26 |
|
|
$ |
1.51 – $4.26 |
|
|
|
|
|
|
|
|
|
|
Weighted average exercise price per share: |
|
|
|
|
|
|
|
|
Granted |
|
$ |
3.30 |
|
|
$ |
3.84 |
|
Canceled |
|
|
— |
|
|
$ |
4.25 |
|
Outstanding at December 31 |
|
$ |
2.46 |
|
|
$ |
2.42 |
|
Exercisable at December 31 |
|
$ |
2.37 |
|
|
$ |
2.33 |
|
|
|
|
|
|
|
|
The following tables summarize information about the stock options outstanding under the company’s
option plans as of December 31, 2008.
Options Outstanding:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Wgt. Avg. |
|
|
|
|
|
|
|
| Range of |
|
Number |
|
|
Contractual |
|
|
Wgt. Avg. |
|
|
Aggregate |
|
| Exercise Price |
|
Outstanding |
|
|
Life Remaining |
|
|
Exercise Price |
|
|
Intrinsic Value |
|
$1.51 – $2.08 |
|
|
136,000 |
|
|
4.6 yrs |
|
|
$ |
1.62 |
|
|
|
— |
|
$3.15 – $4.26 |
|
|
85,000 |
|
|
4.2 yrs |
|
|
$ |
3.82 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1.51 – $4.26 |
|
|
221,000 |
|
|
4.4 yrs |
|
|
$ |
2.46 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Exercisable:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Wgt. Avg. |
|
|
|
|
| Range of |
|
Number |
|
|
Contractual |
|
|
Wgt. Avg. |
|
| Exercise Price |
|
Exercisable |
|
|
Life Remaining |
|
|
Exercise Price |
|
$1.51 – $2.08 |
|
|
136,000 |
|
|
4.6 yrs |
|
|
$ |
1.62 |
|
$3.15 – $4.26 |
|
|
67,000 |
|
|
2.8 yrs |
|
|
$ |
3.91 |
|
|
|
|
|
|
|
|
|
|
|
$1.51 – $4.26 |
|
|
203,000 |
|
|
4.0 yrs |
|
|
$ |
2.37 |
|
|
|
|
|
|
|
|
|
|
|
Aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the
company’s closing stock price on the last trading day of the year ended December 31, 2008 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 December 31, 2008. At
December 31, 2008, there were no in-the-money options and therefore no intrinsic value is reported.
The amount of aggregate intrinsic value will change based on the fair market value of the
company’s common stock.
F-22
Intelligent Systems Corporation
Notes to Consolidated Financial Statements
15. FOREIGN REVENUES AND OPERATIONS
Foreign revenues are based on the location of the customer. For continuing operations, revenues
from customers by geographic areas for the years ended December 31, 2008 and 2007 are as follows:
| |
|
|
|
|
|
|
|
|
| Year ended December 31, |
|
|
|
|
|
|
| (in thousands) |
|
2008 |
|
|
2007 |
|
Foreign Countries: |
|
|
|
|
|
|
|
|
United Kingdom |
|
$ |
1,591 |
|
|
$ |
1,426 |
|
Chile |
|
|
19 |
|
|
|
17 |
|
Pacific Rim * |
|
|
144 |
|
|
|
232 |
|
China |
|
|
13 |
|
|
|
— |
|
Other |
|
|
44 |
|
|
|
28 |
|
|
|
|
|
|
|
|
Subtotal |
|
|
1,811 |
|
|
|
1,703 |
|
United States |
|
|
13,989 |
|
|
|
13,708 |
|
|
|
|
|
|
|
|
Total |
|
$ |
15,800 |
|
|
$ |
15,411 |
|
|
|
|
|
|
|
|
* Includes Australia, New Zealand, Japan and Singapore.
In 2003, we established a subsidiary of CoreCard Software in Romania for software development and
testing activities. In 2006 we established a subsidiary in India for additional software
development and testing activities. With the exception of a facility in India acquired in 2007 to
house our India-based employees, substantially all long-lived assets are in the United States.
At December 31, 2008 and 2007, continuing operations of foreign subsidiaries had assets of $509,000
and $822,000, respectively, and total liabilities of $103,000 and $590,000, respectively. There
are no currency exchange restrictions related to our foreign subsidiaries that would affect our
financial position or results of operations.
Refer to Note 1 for a discussion regarding how we account for translation of non-U.S. currency
amounts.
16. INDUSTRY SEGMENTS
Our consolidated subsidiaries are involved in two industry segments: Information Technology
Products and Services and Industrial Products. Operations in Information Technology Products and
Services involve development and sales of software licenses and related professional services and
software maintenance contracts by our CoreCard Software subsidiary. Operations in the Industrial
Product segment include the manufacture and sale of bio-remediating parts washers by our ChemFree
subsidiary. Total revenue by industry segment includes sales to unaffiliated customers. Sales
between our industry segments are not material. Operating income (loss) is total revenue less
operating expenses. None of the corporate overhead expense is allocated to the individual industry
segments. Identifiable assets by industry segment are those assets that are used in our
subsidiaries in each industry segment. Corporate assets are principally cash, investments and notes
and other receivables.
F-23
Intelligent Systems Corporation
Notes to Consolidated Financial Statements
The following table contains segment information for the years ended December 31, 2008 and 2007:
| |
|
|
|
|
|
|
|
|
| Year ended December 31, |
|
|
|
|
|
|
| (in thousands) |
|
2008 |
|
|
2007 |
|
Information Technology |
|
|
|
|
|
|
|
|
Revenue |
|
$ |
3,042 |
|
|
$ |
2,223 |
|
Operating loss |
|
|
(2,619 |
) |
|
|
(2,565 |
) |
Depreciation and amortization |
|
|
86 |
|
|
|
140 |
|
Capital expenditures |
|
|
16 |
|
|
|
567 |
|
Identifiable assets |
|
|
2,600 |
|
|
|
4,171 |
|
Goodwill |
|
|
— |
|
|
|
2,047 |
|
|
|
|
|
|
|
|
|
|
Industrial Products |
|
|
|
|
|
|
|
|
Revenue |
|
$ |
12,758 |
|
|
$ |
13,188 |
|
Operating income |
|
|
399 |
|
|
|
533 |
|
Depreciation and amortization |
|
|
395 |
|
|
|
271 |
|
Capital expenditures |
|
|
143 |
|
|
|
776 |
|
Identifiable assets |
|
|
4,415 |
|
|
|
4,932 |
|
Goodwill |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Consolidated Segments |
|
|
|
|
|
|
|
|
Revenue |
|
$ |
15,800 |
|
|
$ |
15,411 |
|
Operating loss |
|
|
(2,220 |
) |
|
|
(2,032 |
) |
Depreciation and amortization |
|
|
481 |
|
|
|
412 |
|
Capital expenditures |
|
|
159 |
|
|
|
1,343 |
|
Identifiable assets |
|
|
7,015 |
|
|
|
9,103 |
|
Goodwill |
|
|
— |
|
|
|
2,047 |
|
A reconciliation of consolidated segment data above to consolidated data follows:
| |
|
|
|
|
|
|
|
|
| Year ended December 31, |
|
|
|
|
|
|
| (in thousands) |
|
2008 |
|
|
2007 |
|
Consolidated segments operating loss |
|
$ |
(2,220 |
) |
|
$ |
(2,032 |
) |
Corporate expenses |
|
|
(985 |
) |
|
|
(1,101 |
) |
|
|
|
|
|
|
|
Consolidated loss from continuing operations |
|
$ |
(3,205 |
) |
|
$ |
(3,133 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
Consolidated segments |
|
$ |
481 |
|
|
$ |
412 |
|
Corporate |
|
|
30 |
|
|
|
22 |
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
511 |
|
|
$ |
434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
|
|
|
|
|
|
Consolidated segments |
|
$ |
159 |
|
|
$ |
1,343 |
|
Corporate |
|
|
12 |
|
|
|
10 |
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
171 |
|
|
$ |
1,353 |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| As of December 31, |
|
|
|
|
|
|
| (in thousands) |
|
2008 |
|
|
2007 |
|
Assets |
|
|
|
|
|
|
|
|
Consolidated segments identifiable assets |
|
$ |
7,015 |
|
|
$ |
9,103 |
|
Corporate |
|
|
1,691 |
|
|
|
3,519 |
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
8,706 |
|
|
$ |
12,622 |
|
|
|
|
|
|
|
|
F-24
Intelligent Systems Corporation
Notes to Consolidated Financial Statements
17. INCOME (LOSS) PER SHARE
Basic and diluted income (loss) per share is computed in accordance with SFAS No. 128 “Earnings per
Share”. Basic net income (loss) per share is computed by dividing net income (loss) (numerator) by
the weighted average number of common shares outstanding (denominator) during the period and
excludes the dilutive effect of stock options. Diluted income (loss) per share gives effect to all
dilutive potential common shares outstanding during a period. In computing diluted income (loss)
per share, the average stock price for the period is used in determining the number of shares
assumed to be reacquired under the treasury stock method for the hypothetical exercise of stock
options.
The following tables represent required disclosure of the reconciliation of the income (loss) and
the shares used in the basic and diluted income (loss) per share computation:
| |
|
|
|
|
|
|
|
|
| Year ended December 31, |
|
|
|
|
|
|
| (in thousands except per share data) |
|
2008 |
|
|
2007 |
|
Basic |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(823 |
) |
|
$ |
(2,424 |
) |
Weighted average common shares outstanding |
|
|
4,479 |
|
|
|
4,479 |
|
|
|
|
|
|
|
|
Net loss per share |
|
$ |
(0.18 |
) |
|
$ |
(0.54 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(823 |
) |
|
$ |
(2,424 |
) |
Weighted average common shares outstanding |
|
|
4,479 |
|
|
|
4,479 |
|
Effect of dilutive potential common shares: stock options |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
Total |
|
|
4,479 |
|
|
|
4,479 |
|
Net loss per share |
|
$ |
(0.18 |
) |
|
$ |
(0.54 |
) |
|
|
|
|
|
|
|
At December 31, 2008, there were no potentially dilutive stock options to purchase shares of the
company’s common stock included in the diluted loss per share because the exercise prices of all
stock options were above the market price of the company’s common stock.
F-25
Exhibit Index
| |
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|
|
| Exhibit Number |
|
Description |
| |
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|
|
|
| |
10.9 |
|
|
Seventh Modification to Loan Documents by and among Intelligent Systems Corporation and
Fidelity Bank dated December 1, 2008. |
| |
|
|
|
|
| |
21.1 |
|
|
List of subsidiaries of Registrant. |
| |
|
|
|
|
| |
23.1 |
|
|
Consent of Habif, Arogeti & Wynne, LLP |
| |
|
|
|
|
| |
23.2 |
|
|
Consent of Tauber & Balser, P.C. |
| |
|
|
|
|
| |
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 Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |
Intelligent Systems Corporation