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Quarterly Report UNDER Section 13 or 15(d) of the Securities Exchange Act of 1934

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Transition Report UNDER Section 13 or 15(d) of the Securities Exchange Act of 1934

(Exact name of registrant as specified in its charter)

 Georgia

 58-1964787

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification No.)

 4355 Shackleford Road, Norcross, Georgia

 30093

 (Address of principal executive offices)

 (Zip Code)

Large accelerated filer     ☐

Accelerated filer                       ☐

Non-accelerated filer       ☐(Do not check if a smaller reporting company)

Smaller reporting company     ☑

Emerging growth company     ☐

Part I

Financial Information

Item 1

Financial Statements

Consolidated Balance Sheets at June 30, 2017 and December 31, 2016

Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016

Notes to Consolidated Financial Statements

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

9

Item 4

Controls and Procedures

13

Part II

Other Information

Item 6

Exhibits

13

Signatures

Ex. 3.1

Amended and Restated Articles of Incorporation of the Registrant dated May 4, 2011. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for the period ended March 31, 2011.)

Ex. 3.2

Bylaws of the Registrant dated December 7, 2007. (Incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K dated December 7, 2007.)

Ex. 31.1

Section 302 Certification of Chief Executive Officer

Ex. 31.2

Section 302 Certification of Chief Financial Officer

Ex. 32.1

Section 906 Certification of Chief Executive Officer and Chief Financial Officer

Ex.101.INS**

XBRL Instance

Ex.101.SCH**

XBRL Taxonomy Extension Schema

Ex.101.CAL**

XBRL Taxonomy Extension Calculation

Ex 101.DEF**

XBRL Taxonomy Extension Definitions

Ex.101.LAB**

XBRL Taxonomy Extension Labels

Ex.101.PRE**

XBRL Taxonomy Extension Presentation

**

XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

As of

June 30, 2017

December 31, 2016

(unaudited)

(audited)

Current assets:

Cash

Marketable securities

Accounts receivable, net

Other current assets

Total current assets

Investments

Property and equipment, at cost less accumulated depreciation

Other long-term assets

Total assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

Deferred revenue, current portion

Accrued payroll

Accrued expenses

Other current liabilities

Total current liabilities

Deferred revenue, net of current portion

Other long-term liabilities

Intelligent Systems Corporation stockholders’ equity:

Common stock, $0.01 par value, 20,000,000 shares authorized, 8,777,988 and 8,743,299 issued and outstanding at June 30, 2017 and December 31, 2016, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated income

Total Intelligent Systems Corporation stockholders’ equity

Noncontrolling interest

Total stockholders’ equity

Total liabilities and stockholders’ equity

Three Months Ended June 30,

Six Months Ended June 30,

2017

2016

2017

2016

Revenue

Products

Services

Total net revenue

Cost of revenue

Products

Services

Total cost of revenue

Expenses

Marketing

General and administrative

Research and development

Income (loss) from operations

Other income (loss)

Income (loss) before Income taxes

Income taxes

Net income (loss)

Net loss attributable to noncontrolling interest

Net income (loss) attributable to Intelligent Systems Corporation

Earnings (loss) per share attributable to Intelligent Systems Corporation:

Basic

Diluted

Basic weighted average common shares outstanding

Diluted weighted average common shares outstanding

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

2017

2016

2017

2016

Net income (loss)

Other comprehensive income (loss):

Foreign currency translation adjustments

Unrealized gain on available-for-sale marketable securities

Total comprehensive income (loss)

Comprehensive loss attributable to noncontrolling interest

Comprehensive income (loss) attributable to Intelligent Systems Corporation

Six Months Ended June 30,

CASH PROVIDED BY (USED FOR):

2017

2016

OPERATING ACTIVITIES:

Net loss

Adjustments to reconcile net loss from continuing operations to net cash used for operating activities:

Depreciation and amortization

Stock-based compensation expense

Non-cash investment expense

Equity in loss of affiliate company

Changes in operating assets and liabilities:

Accounts receivable

Other current assets

Other long-term assets

Accounts payable

Accrued payroll

Deferred revenue, current portion

Accrued expenses

Other current liabilities

Deferred revenue, net of current portion

Net cash used for operating activities

INVESTING ACTIVITIES:

Purchases of property and equipment

Proceeds from sale of long-term investment

Purchase of long-term investment

Net cash provided by (used for) investing activities

FINANCING Activities:

Distribution of dividend to stockholders

Net cash used for financing activities

Net cash used for operating activities of discontinued operations

Effects of exchange rate changes on cash

Net decrease in cash

Cash at beginning of period

Cash at end of period

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for income taxes

1.

Throughout this report, the terms “we”, “us”, “ours”, “ISC” and “company” refer to Intelligent Systems Corporation, including its wholly-owned and majority-owned subsidiaries. The unaudited Consolidated Financial Statements presented in this Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States applicable to interim financial statements. Accordingly, they do not include all of the information and notes required for complete financial statements. In the opinion of ISC management, these Consolidated Financial Statements contain all adjustments (which comprise only normal and recurring accruals) necessary to present fairly the financial position and results of operations as of and for the three and six month periods ended June 30, 2017 and 2016. The interim results for the three and six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with our Consolidated Financial Statements and notes thereto for the fiscal year ended December 31, 2016, as filed in our Annual Report on Form 10-K.

2.

Investment Write-down – In the quarter ended March 31, 2016, we recorded an impairment charge of $700,000 to reduce the carrying value of our minority equity ownership in Lumense, Inc., an early stage sensor technology company, to $50,000. Subsequently, in the quarter ended June 30, 2016, we recorded an additional impairment charge of $50,000 to fully write-down our minority equity ownership in Lumense, Inc. to zero. Given Lumense has no reasonable prospects to fund its operations and product development, we believe a full write-down was prudent and required.

In the quarter ended June 30, 2017, we recorded an impairment charge of $90,000 to reduce the carrying value of our minority equity ownership in Final, Inc., a privately-held technology company in the FinTech industry. During the quarter ended June 30, 2017, Final closed on a Series A preferred stock financing with higher preference to our Series Seed preferred stock which resulted in substantial dilution to our investment. As such, we felt a ninety percent write-down was warranted.

3.

Stock-based Compensation – At June 30, 2017, we have three stock-based compensation plans in effect. We record compensation cost related to unvested stock awards by recognizing the unamortized grant date fair value on a straight line basis over the vesting periods of each award. We have estimated forfeiture rates based on our historical experience. Stock option compensation expense for the three and six month periods ended June 30, 2017 and 2016 has been recognized as a component of general and administrative expenses in the accompanying Consolidated Financial Statements. We recorded $14,000 and $5,000 of stock-based compensation expense for the three months ended June 30, 2017 and 2016, respectively, and $27,000 and $10,000 for the six months ended June 30, 2017 and 2016, respectively.

As of June 30, 2017, there is $105,000 of unrecognized compensation cost related to stock options. During the quarter ended June 30, 2017, an aggregate of 12,000 options were granted to three independent members of our board of directors pursuant to the 2011 Non-Employee Director Option Plan (Director Plan). Pursuant to the terms of the Director Plan, the options were granted at fair value on the date of the Annual Shareholders meeting. During the three and six months ended June 30, 2017, 60,000 options were exercised and 12,000 options expired unexercised. The following table summarizes options as of June 30, 2017:

# of Shares

Wgt Avg

Exercise

Price

Wgt Avg

Remaining Contractual Life

in Years

Aggregate
Intrinsic

Value

Outstanding at June 30, 2017

Vested and exercisable at June 30, 2017

The estimated fair value of options granted is calculated using the Black-Scholes option pricing model with assumptions as previously disclosed in our 2016 Form 10-K.

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the company’s closing stock price on the last trading day of the second quarter of 2017 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 June 30, 2017. The amount of aggregate intrinsic value will change based on the market value of the company’s stock.

4.

Fair Value of Financial Instruments – The carrying value of cash, marketable securities, accounts receivable, accounts payable and certain other financial instruments (such as 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.

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash, marketable securities and trade accounts. Our available cash is held in accounts managed by third-party financial institutions. Cash may exceed the Federal Deposit Insurance Corporation, or FDIC, insurance limits. While we monitor cash balances on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, we have experienced no loss or lack of access to our cash; however, we can provide no assurances that access to our cash will not be impacted by adverse conditions in the financial markets.

5.

Fair Value Measurements – In determining fair value, the company uses quoted market prices in active markets.  GAAP establishes a fair value measurement framework, provides a single definition of fair value, and requires expanded disclosure summarizing fair value measurements.  GAAP emphasizes that fair value is a market-based measurement, not an entity specific measurement.  Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing an asset or liability.

GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable input be used when available.  Observable inputs are based on data obtained from sources independent of the company that market participants would use in pricing the asset or liability.  Unobservable inputs are inputs that reflect the company’s assumptions about the estimates market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. 

The hierarchy is measured in three levels based on the reliability of inputs:

• Level 1

Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments.

• Level 2

Valuations based on quoted prices in less active, dealer or broker markets.  Fair values are primarily obtained from third party pricing services for identical or comparable assets or liabilities.

• Level 3

Valuations derived from other valuation methodologies, including pricing models, discounted cash flow models and similar techniques, and not based on market, exchange, dealer, or broker-traded transactions.  Level 3 valuations incorporate certain assumptions and projections that are not observable in the market and significant professional judgment is needed in determining the fair value assigned to such assets or liabilities.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

Our available-for-sale investments are classified within Level 1 of the valuation hierarchy.

The fair value of equity method and cost method investments has not been determined as it was impracticable to do so due to the fact that the investee companies are relatively small, early stage private companies for which there is no comparable valuation data available without unreasonable time and expense.

6.

Concentration of Revenue – The following table indicates the percentage of consolidated revenue represented by each customer that represented more than 10 percent of consolidated revenue in the three and six month periods ended June 30, 2017 and 2016. Most of our customers have multi-year contracts with recurring revenue as well as professional services fees that vary by period depending on their business needs.

Three Months Ended June 30,

Six Months Ended June 30,

2017

2016

2017

2016

Customer A

Customer B

Customer C

Customer D

Customer E

7.

Commitments and Contingencies – Please refer to Note 8 to our Consolidated Financial Statements included in our 2016 Form 10-K for a description of our commitments and contingencies. In the ordinary course of business, from time to time we may be involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations.

8.

Stockholders’ Equity – On December 30, 2016, Intelligent Systems and its wholly owned subsidiary CoreCard MergerSub, Inc. entered into an Agreement and Plan of Merger with CoreCard Software, Inc., our majority owned subsidiary, providing for the recapitalization of CoreCard. Pursuant to the Merger Agreement, MergerSub merged with and into CoreCard on January 1, 2017. As a result of the merger, we now own 100% of the outstanding shares of CoreCard. As such, beginning January 1, 2017, we no longer reduce income or losses by the amount that had been allocable in prior periods to the non-controlling common stock interest in CoreCard.

As a result of the recapitalization of CoreCard, we recorded the following adjustments to our shareholders’ equity to eliminate the minority interest component. There was no impact on the statement of operations for the three and six months ended June 30, 2017.

As of

As of

(in thousands)

December 31, 2016

Adjustments

January 1, 2017

Intelligent Systems Corporation stockholders’ equity:

Common stock

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated income

Total Intelligent Systems Corporation stockholders’ equity

Noncontrolling interest

Total stockholders’ equity

9.

Income Taxes – We recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are recognized, net of a valuation allowance, for the estimated future tax effects of deductible temporary differences and tax credit carry-forwards. A valuation allowance against deferred tax assets is recorded when, and if, based upon available evidence, it is more likely than not that some or all deferred tax assets will not be realized.

There were no unrecognized tax benefits at June 30, 2017 and December 31, 2016. Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. There were no accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the periods presented. We have determined we have no uncertain tax positions.

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. 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 2013.

10.

Recent Accounting Pronouncements – We have considered all recently issued accounting pronouncements and do not believe the adoption of such pronouncements will have a material impact on our Consolidated Financial Statements.

11.

Subsequent Event – We have evaluated subsequent events through the date when these financial statements were issued and are not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on our Consolidated Financial Statements.

●

Software license revenue in a given period may consist of a relatively small number of contracts and contract values can vary considerably depending on the software product and scope of the license sold. 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.

●

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 or contract performance, but which may affect the amount, timing and characterization of our deferred and/or recognized revenue.

●

Customers typically require our professional services to modify or enhance their CoreCard software implementation based on their specific business strategy and operational requirements, which vary from customer to customer and period to period.

●

The timing of new processing customer implementations is often dependent on third party approvals or processes which are typically not under our direct control.

●

Revenue from products, which includes software license fees (and, in some cases monthly support fees when the license and support fees are bundled) was $302,000 and $504,000 in the three and six month periods, respectively, ended June 30, 2017, compared to $149,000 and $378,000 in the same periods in 2016. The increase reflects growth in the number of accounts covered by certain software licenses as well as revenue associated with the implementation of a second license for a global software license customer in the quarter ended June 30, 2017.

●

Revenue from services was $2,834,000 and $4,384,000 in the three and six months ended June 30, 2017, which represents an increase of 102 percent and 56 percent compared to the respective periods in 2016. Revenue from transaction processing services, software maintenance and support services, and professional services were all greater in the second quarter and year-to-date periods of 2017 as compared to the same periods in 2016. Processing services benefited from an increase in the number of customers and accounts on file while maintenance revenue increased due to additional revenue associated with software customizations for our license customer base as well as an increase in the number of license customers. Professional services generated more revenue due to an increase in the number and value of professional services contracts completed during the reporting periods in 2017 which was, in large part, a direct reflection of the customizations provided to the second instance of the global software license customer implemented in the quarter ended June 30, 2017, as well as a customizations to our base product offering for this same customer. We expect that processing services will continue to grow as our customer base increases; however, the time required to implement new customer programs has proven longer than anticipated due to delays in third party integration and approval processes. It is not possible to predict with any accuracy the number and value of professional services contracts that our customers will require in a given period. Customers typically request our professional services to modify or enhance their CoreCard® software implementation based on their specific business strategy and operational requirements, which vary from customer to customer and period to period.

●

Cost of product revenue as a percent of product revenue was 49 percent and 40 percent, respectively, in the three and six month periods ended June 30, 2017, compared to 39 percent and 32 percent in the respective periods in 2016. The 2017 revenue included a license implementation component, which typically has higher direct cost than other license revenue as we deploy extra resources to support the implementation phase. The increase in product revenue percentages for both reporting periods in 2017 is indicative of the second implementation for a global license customer.

●

Cost of service revenue as a percentage of total service revenue was 42 percent and 47 percent, respectively, in the three and six months ended June 30, 2017 compared to 51 percent and 49 percent in the comparable periods in 2016. Cost of service revenue includes three components: costs to provide annual maintenance and support services to our installed base of licensed customers, costs to provide professional services, and costs to provide our financial transaction processing services. The cost and gross margins on such services vary considerably depending on the customer mix, customer requirements and project complexity as well as the mix of our U.S. and offshore employees working on the various aspects of services provided. In 2017, our cost of service revenue was more heavily weighted towards our professional services component which, historically, has utilized relatively more offshore employees at a lower cost. As a result, our cost of services revenue percentage in 2017 is below the 2016 percentage. In addition, we continue to experience economies of scale in our processing environment. However, this may be subject to change in the future if new regulations or processing standards are implemented causing us to incur additional costs to comply.

●

Weakness or instability in the global financial markets could have a negative impact due to potential customers (most of whom perform some type of financial services) delaying decisions to purchase software or initiate processing services.

●

As an alternative to licensing our software, we offer processing services running on the CoreCard software system. There are numerous risks associated with entering any new line of business and if we fail to manage the risks associated with processing operations, it could have a negative impact on our business.

●

Increased federal and state regulations and reluctance by financial institutions to act as sponsor banks for prospective customers could increase our losses and cash requirements.

●

Delays in software development projects could cause our customers to postpone implementations or delay payments, which would increase our costs and reduce our revenue and cash.

●

We 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.

●

Our processing business is impacted, directly or indirectly, by more regulations than our licensed software business. If we fail to provide services that comply with (or allow our customers to comply with) applicable regulations or processing standards, we could be subject to financial or other penalties that could negatively impact our business.

●

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.

●

We could fail to expand our base of customers as quickly as anticipated, resulting in lower revenue and profits (or increased losses) and increased cash needs.

●

We 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.

●

Increasing and changing government regulations in the United States and foreign countries related to such issues as data privacy, financial and credit transactions could require changes to our products and services which could increase our costs and could affect our existing customer relationships or prevent us from getting new customers.

●

Delays in anticipated customer payments for any reason would increase our cash requirements and possibly our losses.

●

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).

●

Our future capital needs are uncertain and depend on a number of factors; additional capital may not be available on acceptable terms, if at all.

●

Other general economic and political conditions could cause customers to delay or cancel purchases.

   3.1

Amended and Restated Articles of Incorporation of the Registrant dated May 4, 2011. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for the period ended March 31, 2011.)

   3.2

Bylaws of the Registrant dated December 7, 2007. (Incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K dated December 7, 2007.)

   31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   32.1

Certification of Chief Executive Officer and Chief Financial Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**

XBRL Instance

101.SCH**

XBRL Taxonomy Extension Schema

101.CAL**

XBRL Taxonomy Extension Calculation

101.DEF**

XBRL Taxonomy Extension Definitions

101.LAB**

XBRL Taxonomy Extension Labels

101.PRE**

XBRL Taxonomy Extension Presentation

**

XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

INTELLIGENT SYSTEMS CORPORATION

Registrant

Date: August 10, 2017

By:

/S/ J. Leland Strange

J. Leland Strange

Chief Executive Officer, President

Exhibit
No.

Descriptions

3.1

Amended and Restated Articles of Incorporation of the Registrant dated May 4, 2011. (Incorporated by reference to Exhibit 3. 1 to the Registrant’s Form 10-Q for the period ended March 31, 2011.)

3.2

Bylaws of the Registrant dated December 7, 2007. (Incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K dated December 7, 2007.)

31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Chief Executive Officer and Chief Financial Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**

XBRL Instance

101.SCH**

XBRL Taxonomy Extension Schema

101.CAL**

XBRL Taxonomy Extension Calculations

101.DEF**

XBRL Taxonomy Extension Definitions

101.LAB**

XBRL Taxonomy Extension Labels

101.PRE**

XBRL Taxonomy Extension Presentation

**        XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.