UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, ~~2017~~2021

¨TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 0-26056

~~Image Sensing Systems, Inc.~~Autoscope Technologies Corporation

(Exact Name of Registrant as Specified in its Charter)

Minnesota		~~41-1519168~~86-3685595
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

~~500~~ Spruce Tree Centre, Suite 400
1600 University Avenue West
St. Paul, MN		55104
Address of Principal Executive Offices		Zip Code

(651) 603-7700

Registrant’s Telephone Number, Including Area Code

~~Not Applicable~~Image Sensing Systems, Inc.

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	AATC	The Nasdaq Capital Market
Preferred Stock Purchase Rights	AATC	The Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x No ¨

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

Large accelerated filer¨	Accelerated filer ¨
Non-accelerated filer¨ ~~(Do not check if a smaller reporting company)~~ x	Smaller reporting companyx
	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨Nox

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

Class		Outstanding at ~~October 31, 2017~~November 15, 2021
Common Stock, $0.01 par value per share		~~5,189,518~~5,372,218 shares

~~IMAGE SENSING SYSTEMS, INC.~~AUTOSCOPE TECHNOLOGIES CORPORATION

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION	34
Item 1. Financial Statements ~~(unaudited)~~(Unaudited)	34
Condensed Consolidated Balance Sheets	34
Condensed Consolidated Statements of Operations	45
Condensed Consolidated Statements of Comprehensive Income	56
Condensed Consolidated Statements of Cash Flows	67
Condensed Consolidated Statements of Shareholders' Equity	8
Notes to Condensed Consolidated Financial Statements	710
Item 2. ~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations	1522
Item 3. Quantitative and Qualitative Disclosures About Market Risk	2130
Item 4. Controls and Procedures	2130
PART II. OTHER INFORMATION	2231
Item 1. Legal Proceedings	2231
Item 1A. Risk Factors	2231
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2231
Item 3. Defaults Upon Senior Securities	2231
Item 4. Mine Safety Disclosures	2231
Item 5. Other Information	2231
Item 6. Exhibits	2332
SIGNATURES	2433
~~EXHIBIT INDEX~~	25

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Autoscope Technologies Corporation

~~Item~~ 1. ~~Financial Statements~~

~~Image Sensing Systems, Inc.~~

Condensed Consolidated Balance Sheets

(in thousands)

September 30,

2017

December 31,

(Unaudited)

2016
ASSETS

Current assets:

Cash and cash equivalents
$
2,756

$
1,547

Accounts receivable, net of allowance for doubtful accounts of $83 and $90, respectively

3,091

3,011

Inventories

426

141

Prepaid expenses and other current assets

396

281

Total current assets
6,669

4,980

Property and equipment:

Furniture and fixtures

493

486

Leasehold improvements

430

426

Equipment

3,849

3,561

4,772

4,473

Accumulated depreciation

4,349

4,102

423

371

Intangible assets, net

3,396

2,795

Deferred income taxes

63

58

TOTAL ASSETS
$
10,551

$
8,204

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable
$
  827

$
256

Warranty

987

1,223

Accrued compensation

214

193

Other current liabilities

648

323

Total current liabilities

2,676

1,995

TOTAL LIABILITIES

2,676

1,995

Shareholders' equity:

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

—

—

Common stock, $0.01 par value; 20,000,000 shares authorized, 5,189,518 and 5,094,473


issued and outstanding at September 30, 2017 and December 31, 2016, respectively

51

50

Additional paid-in capital

24,283

24,055

Accumulated other comprehensive loss

(316
)

(363
)
Accumulated deficit

(16,143
)

(17,533
)
Total shareholders' equity

7,875

6,209

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
10,551

$
8,204

See accompanying notes to the condensed consolidated financial statements.

	September 30, 2021			December 31,
	(Unaudited)			2020
ASSETS
Current assets:
Cash and cash equivalents	$	8,502		$	8,605
Accounts receivable, net of allowance for doubtful accounts of $9 and $2 respectively		2,497			2,261
Inventories		1,485			770
Prepaid expenses and other current assets		567			480
Total current assets		13,051			12,116

Property and equipment:
Furniture and fixtures		136			154
Leasehold improvements		6			6
Equipment		977			1,215
		1,119			1,375
Accumulated depreciation		927			1,072
		192			303

Operating lease assets, net		111			136
Intangible assets, net		2,759			3,161
Deferred income taxes		5,222			5,708
TOTAL ASSETS	$	21,335		$	21,424

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	167		$	547
Deferred revenue		88			37
Warranty		127			141
Accrued compensation		88			148
Operating lease obligations		110			126
Short-term debt		0			349
Other current liabilities		139			124
Total current liabilities		719			1,472

Operating lease obligations		1			8
Long-term debt		0			574
TOTAL LIABILITIES		720			2,054

Shareholders' equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized, NaN issued or outstanding		0			0
Common stock, $0.01 par value; 20,000,000 shares authorized, 5,372,218 and 5,352,626
issued and outstanding at September 30, 2021 and December 31, 2020, respectively		54			54
Additional paid-in capital		25,105			24,968
Accumulated other comprehensive loss		(250	)		(150	)
Accumulated deficit		(4,294	)		(5,502	)
Total shareholders' equity		20,615			19,370
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	21,335		$	21,424

See accompanying notes to the condensed consolidated financial statements.

~~Image Sensing Systems, Inc.~~Autoscope Technologies Corporation

Condensed Consolidated Statements of Operations

(Unaudited)

~~(Unaudited)~~

(in thousands, except per share data)

	Three-Month Periods Ended September 30,					Nine-Month Periods Ended September 30,					Three-Month Periods Ended September 30,				Nine-Month Periods Ended September 30,
	2017		2016			2017		2016			2021		2020		2021		2020
Revenue:
Product sales	$	1,120	$	1,249		$	4,189	$	5,184		$	805	$	1,538	$	3,273	$	3,760
Royalties		2,504		2,133			5,994		6,113			2,467		2,212		6,766		6,536
		3,624		3,382			10,183		11,297			3,272		3,750		10,039		10,296
Cost of revenue:
Product sales		512		814			1,764		2,696			480		791		1,823		1,842
Software amortization		90		—			270		—
Royalties												105		92		295		275
		602		814			2,034		2,696			585		883		2,118		2,117
Gross profit		3,022		2,568			8,149		8,601			2,687		2,867		7,921		8,179

Operating expenses:
Selling, general and administrative		1,430		1,436			4,522		5,041			1,334		1,422		4,216		4,894
Research and development		722		636			2,266		2,033			644		804		1,681		2,548
Restructuring		—		—			—		126
		2,152		2,072			6,788		7,200			1,978		2,226		5,897		7,442
Operating income from operations		870		496			1,361		1,401
Other, net		—		(27	)		33		(27	)
Income from operations												709		641		2,024		737
Other income, net												0		0		925		0
Income from operations before income taxes		870		469			1,394		1,374			709		641		2,949		737
Income tax expense		—		—			4		4
Income tax expense (benefit)												96		(18)		453		39
Net income	$	870	$	469		$	1,390	$	1,370		$	613	$	659	$	2,496	$	698
Net income per share:
Basic	$	0.17	$	0.09		$	0.27	$	0.27		$	0.11	$	0.12	$	0.47	$	0.13
Diluted	$	0.17	$	0.09		$	0.27	$	0.27		$	0.11	$	0.12	$	0.47	$	0.13

Weighted average number of common shares outstanding:
Basic		5,138		5,059			5,117		5,043			5,349		5,306		5,338		5,290
Diluted		5,151		5,068			5,121		5,045			5,361		5,311		5,351		5,306

See accompanying notes to the condensed consolidated financial statements.	See accompanying notes to the condensed consolidated financial statements.										See accompanying notes to the condensed consolidated financial statements.

~~Image Sensing Systems, Inc.~~Autoscope Technologies Corporation

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

~~(Unaudited)~~

(in thousands)

	Three-Month Periods Ended September 30,					Nine-Month Periods Ended September 30,					Three-Month Periods Ended September 30,					Nine-Month Periods Ended September 30,
	2017		2016			2017		2016			2021			2020		2021			2020
Net income	$	870	$	469		$	1,390	$	1,370		$	613		$	659	$	2,496		$	698
Other comprehensive income:
Foreign currency translation adjustment		16		(19	)		47		(66	)		(65	)		94		(100	)		42
Comprehensive income	$	886	$	450		$	1,437	$	1,304		$	548		$	753	$	2,396		$	740

See accompanying notes to the condensed consolidated financial statements.	See accompanying notes to the condensed consolidated financial statements.										See accompanying notes to the condensed consolidated financial statements.

~~Image Sensing Systems, Inc.~~Autoscope Technologies Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

~~(Unaudited)~~

(in thousands)

	Nine-Month Periods Ended September 30,
	2021			2020
Operating activities:
Net income	$	2,496		$	698

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		112			176
Software amortization		579			549
Stock-based compensation		164			168
Deferred income tax expense		486			0
Forgiveness income from PPP Loan (Note L)		(931	)		0
Loss on disposal of assets		1			5
Changes in operating assets and liabilities:
Accounts receivable, net		(236	)		(95	)
Inventories		(715	)		365
Prepaid expenses and other current assets		(87	)		(35	)
Accounts payable		(380	)		(89	)
Accrued expenses and other current liabilities		0			(222	)
Net cash provided by operating activities		1,489			1,520

Investing activities:
Capitalized software development costs		(178	)		(22	)
Purchases of property and equipment		(8	)		(112	)
Net cash used for investing activities		(186	)		(134	)

Financing activities:
Stock for tax withholding		(35	)		(6	)
Dividend distribution		(1,288	)		0
Proceeds from exercised options		8			0
Proceeds from PPP Loan		0			924
Net cash provided by (used for) financing activities		(1,315	)		918

Effect of exchange rate changes on cash		(91	)		48
Change in cash and cash equivalents		(103	)		2,352

Cash and cash equivalents at beginning of period		8,605			5,118
Cash and cash equivalents at end of period	$	8,502		$	7,470


Non-Cash investing and financing activities:
Purchase of property and equipment in accounts payable		0			7

See accompanying notes to the condensed consolidated financial statements.

Nine-Month Periods Ended
September 30,

2017

2016
Operating activities:

Net income
$
1,390

$
1,370

Adjustments to reconcile net income to net cash provided by (used for) operating activities:

Depreciation

191

223

Software amortization

270

—

Stock-based compensation

229

160

Loss on disposal of assets

2

13

Changes in operating assets and liabilities:

Accounts receivable, net

(80
)

(63
)
Inventories

(285
)

487

Prepaid expenses and other current assets

(120
)

29

Accounts payable

448

(1,134
)
Accrued expenses and other current liabilities

110

(658
)
Net cash provided by operating activities

2,155

427

Investing activities:

Capitalized software development costs

(833
)

(1,632
)
Purchases of property and equipment

(148
)

(113
)
Net cash used for continuing investing activities

(981
)

(1,745
)
Net cash provided by discontinued investing activities

—

420

Net cash used for investing activities

(981
)

(1,325
)

Effect of exchange rate changes on cash

35

(73
)
Increase (decrease) in cash and cash equivalents

1,209

(971
)

Cash and cash equivalents at beginning of period

1,547

2,648

Cash and cash equivalents at end of period
$
2,756

$
1,677

Non-Cash investing and financing activities:

Purchase of property and equipment in accounts payable
$
85

$
—

Capitalization of software development costs in accounts payable

38

—

AUTOSCOPE TECHNOLOGIES CORPORATION

Condensed Consolidated Statements of Shareholders' Equity

(in thousands, except share data)

	Three-Month Period Ended September 30, 2020
	Shares Issued	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss			Accumulated Deficit			Total

Balance, June 30, 2020	5,338,071	$	53	$	24,858	$	(358	)	$	(6,526	)	$	18,027

Stock-based compensation	8,220		—		55		—			—			55
Comprehensive income:
Foreign currency translation adjustment	—		—		—		94			—			94
Net income	—		—		—		—			659			659
Balance, September 30, 2020	5,346,291	$	53	$	24,913	$	(264	)	$	(5,867	)	$	18,835

	Three-Month Period Ended September 30, 2021
	Shares Issued	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss			Accumulated Deficit			Total

Balance, June 30, 2021	5,367,186	$	54	$	25,048	$	(185	)	$	(4,263	)	$	20,654

Stock-based compensation	5,032		—		57		—			—			57
Stock options exercised	—		—		—		—			—			0
Stock for tax withholding	—		—		—		—			—			0
Dividends declared	—		—		—		—			(644	)		(644	)
Comprehensive income:
Foreign currency translation adjustment	—		—		—		(65	)		—			(65)
Net income	—		—		—		—			613			613
Balance, September 30, 2021	5,372,218	$	54	$	25,105	$	(250	)	$	(4,294	)	$	20,615
See accompanying notes to the condensed consolidated financial statements

~~See accompanying notes to the condensed consolidated financial statements.~~

	Nine-Month Period Ended September 30, 2020
	Shares Issued		Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total

Balance, December 31, 2019	5,322,849		$	53	$	24,751		$	(306	)	$	(6,565	)	$	17,933

Stock-based compensation	25,120			—		168			—			—			168
Stock for tax withholding	(1,678	)		—		(6	)		—			—			(6	)
Comprehensive income (loss):
Foreign currency translation adjustment	—			—		—			42			—			42
Net income	—			—		—			—			698			698
Balance, September 30, 2020	5,346,291		$	53	$	24,913		$	(264	)	$	(5,867	)	$	18,835

	Nine-Month Period Ended September 30, 2021
	Shares Issued		Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total

Balance, December 31, 2020	5,352,626		$	54	$	24,968		$	(150	)	$	(5,502	)	$	19,370

Stock-based compensation	24,594			—		164			—			—			164
Stock options exercised	2,000			—		8			—			—			8
Stock for tax withholding	(7,002	)		—		(35	)		—			—			(35	)
Dividends declared	—			—		—			—			(1,288	)		(1,288	)
Comprehensive income:
Foreign currency translation adjustment	—			—		—			(100	)		—			(100	)
Net income	—			—		—			—			2,496			2,496
Balance, September 30, 2021	5,372,218		$	54	$	25,105		$	(250	)	$	(4,294	)	$	20,615
See accompanying notes to the condensed consolidated financial statements

AUTOSCOPE TECHNOLOGIES CORPORATION

~~IMAGE SENSING SYSTEMS, INC.~~

Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~(Unaudited)~~

September 30, ~~2017~~
2021

Note A: Basis of Presentation

On July 21, 2021, a holding company reorganization was completed (the "Reorganization") in which Image Sensing Systems, Inc. ~~(referred~~("ISNS") became a wholly-owned subsidiary of the new parent company named "Autoscope Technologies Corporation" ("Autoscope"), which became the successor issuer to ISNS. As a result of the Reorganization, Autoscope replaced ISNS as the public company trading on the Nasdaq Stock Market under the ticker symbol "AATC," and outstanding shares of ISNS's common stock automatically converted into shares of common stock of Autoscope. As used in this Quarterly Report on Form 10-Q, ~~as "we," "us," "our" and~~ the "Company"), "we", "us" and "our" or its management or business at any time before the effective date of the Reorganization refer to those of ISNS as the predecessor company and its wholly-owned subsidiaries and thereafter to Autoscope and its wholly-owned subsidiaries, except as otherwise specified or to the extent the context otherwise indicates. The Reorganization is intended to be a tax-free transaction for U.S. federal income tax purposes for the Company's shareholders. Autoscope was incorporated on April 23, 2021 under the laws of the State of Minnesota, and ISNS was incorporated in Minnesota on December 20, 1984. The Company develops and markets video and radar processing products for use in applications such as intersection control, highway, bridge and tunnel traffic management and traffic data collection. We sell our products primarily to distributors and also receive royalties under a license agreement with a manufacturer/distributor for certain of our products. Our products are used primarily by governmental entities.

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

Operating results for the three and nine month periods ended September 30, ~~2017~~2021 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2017~~.2021. The accompanying condensed consolidated financial statements of the Company should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2020 as filed with the SEC.

Cash Dividend

On April 28, 2021, the Board of Directors of the Company approved a cash dividend of $0.12 per share to shareholders of record on the close of business on May 10, 2021, which was paid to shareholders on May 20, 2021.

On August 10, 2021, the Board of Directors of the Company approved a cash dividend of $0.12 per share to shareholders of record on the close of business on August 23, 2021, which was paid to shareholders on August 30, 2021.

On November 9, 2021, the Board of Directors of the Company approved a cash dividend of $0.12 per share to shareholders of record on the close of business on November 22, 2021, which is payable to shareholders on November 29, 2021.

Summary of Significant Accounting Policies

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

Revenue Recognition

We recognize revenue ~~on a sales arrangement~~ when itcontrol of the promised goods or services is ~~realized~~transferred to customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or ~~realizable~~services.

We determine revenue recognition through the following steps:
●	Identification of a contract, or contracts, with a customer;
●	Identification of performance obligations in the contract or contracts;
●	Determination of the transaction price;
●	Allocation of the transaction price to the performance obligations in the contract; and
●	Recognition of revenue when, or as, we satisfy a performance obligation.

Revenue disaggregated by revenue source for the three and ~~earned, which occurs when all~~nine months ended September 30, 2021 and 2020 consists of the following ~~criteria have~~(in thousands); revenue excludes sales and usage-based taxes when or if it has been ~~met: persuasive evidence~~determined that we are acting as a pass-through agent:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Product sales	$	805	$	1,538	$	3,273	$	3,760
Royalties		2,467		2,212		6,766		6,536
Total revenue	$	3,272	$	3,750	$	10,039	$	10,296

Product Sales:

Product revenue is generated primarily from the direct sales of ~~an arrangement exists; delivery~~our RTMS radar systems worldwide and ~~title transfer have occurred~~our Autoscope video systems in Europe and Asia. Revenue is recognized when control of the promised goods or services ~~have been rendered;~~is transferred to our customers in an amount that reflects the ~~sales price is fixed and determinable; collectability is reasonably assured; and all significant obligations~~amount we expect to ~~the customer have been fulfilled.~~receive in exchange for those goods or services.

Certain product sales may contain multiple ~~elements~~performance obligations for revenue recognition purposes. ~~We consider each deliverable that provides value to the customer on a standalone basis as a separable element. Separable elements in these arrangements~~Multiple performance obligations may include ~~the~~ hardware, software, installation services, training, support, and ~~support. We initially allocate consideration~~extended warranties.In arrangements where we have multiple performance obligations, the transaction price is allocated to each ~~separable element~~performance obligation using the relative stand-alone selling ~~price method. Selling~~price.We generally determine stand-alone selling prices ~~are determined by us~~ based on ~~either vendor-specific objective evidence ("VSOE") (the actual~~the observable stand-alone prices charged to customers. For performance obligations without observable stand-alone prices charged to customers, we evaluate the adjusted market assessment approach, the expected cost plus margin approach, and stand-alone sales to estimate the stand-alone selling prices of similar products and services sold on a standalone basis) or, in the absence of VSOE, our best estimate of the selling price. Factors considered by us in determining estimated selling prices for applicable elements generally include overall economic conditions, customer demand, costs incurred by us to provide the deliverable, as well as our historical pricing practices. Under these arrangements, revenue associated with each delivered element is recognized in an amount equal to the lesser of the consideration initially allocated to the delivered element or the amount for which payment is not deemed contingent upon future delivery of other elements in the arrangement. Under arrangements where special acceptance protocols exist, installation services and training may not be considered separable. Under those circumstances, revenue for the entire arrangement is recognized upon the completion of installation, training and fulfillment of any other significant obligations specific to the terms of the arrangement. Arrangements that do not contain any separable elements are typically recognized when the products are shipped and title has transferred to the customer.prices.

Revenue ~~from arrangements~~ for services such as maintenance, repair, ~~consulting~~ and technical support ~~are~~is recognized either as the service is performed or ratably over the defined contractual period for service maintenance contracts.

~~Econolite Control Products, Inc. (Econolite) is~~ From time to time, our ~~licensee that sells certain~~payment terms may vary by the type and location of our ~~products in the United States, Mexico, Canada~~customer and the ~~Caribbean.~~ products or services offered. Revenue for extended warranties are deferred until the coverage period and then recognized ratably over the extended warranty term.

We record deferred revenues when cash payments are received or due in advance of our performance, including amounts which are refundable.The ~~royalty of approximately~~ 50~~% of the gross profit on licensed~~term between invoicing and when payment is due is not significant.For certain products ~~is recognized when~~or services and customer types, we require payment before the products or services are ~~shipped or~~ delivered ~~by Econolite~~ to ~~its customers.~~the customer.

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

~~Revenue~~Royalties:

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

Practical Expedients and Exemptions:

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

We do not disclose the value of ~~taxes collected from customers that are remitted~~unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to ~~governmental authorities, with~~which we have the ~~collected taxes recorded as current liabilities until remitted~~right to ~~the relevant government authority.~~invoice for services performed.

Inventories

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

Income Taxes

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

Intangible Assets

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

Capitalized software development costs are subject to an ongoing assessment of recoverability, which is impacted by estimates and assumptions of future revenues and expenses for these software products, as well as other factors such as changes in product technologies. Any portion of unamortized capitalized software development costs that isare determined to be in excess of net realizable value ~~has~~have been expensed in the period in which such a determination is made. Subsequent to reaching technological feasibility for certain software products, ~~in a prior quarter,~~ we capitalized ~~approximately $305,000~~ ~~and $507,000~~ of0 software development costs in the quarter ended September 30, 2021 or the comparable prior year quarter, and $178,000 and $22,000 during the ~~quarters~~nine-month periods ended September 30, ~~2017~~2021 and ~~2016~~,2020, respectively.

Intangible assets with finite lives are amortized on a straight-line basis over the expected period to be benefited by future cash flows and reviewed for impairment. At both September 30, ~~2017~~2021 and ~~December 31, 2016~~,2020, we determined there was no0 impairment of intangible assets. At both September 30, ~~2017~~2021 and ~~2016~~,2020, there were no0 indefinite-lived intangible assets.

812

Note B: Recent Accounting Pronouncements

Accounting pronouncements recently adopted

In ~~March 2016,~~August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ~~("ASU")~~(ASU) No. ~~2016~~-09~~, “Compensation-Stock Compensation~~2018-13, "Fair Value Measurements (Topic ~~718)."~~ ~~ASU~~ ~~2016~~-09 ~~provides guidance on how an entity should account for stock compensation.~~ ~~It is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted.~~ ~~The Company adopted ASU~~ ~~2016~~-09 ~~effective January 1, 2017, and the adoption did not have a material impact on the consolidated financial statements and related disclosures.~~

~~In February 2016, the FASB issued ASU No.~~ ~~2016~~-02~~, "Leases (Topic~~ ~~842~~)820)." ASU ~~2016~~-02 ~~provides guidance on how an entity should account~~2018-13 eliminates, amends and adds disclosure requirements for ~~leases and recognize associated lease assets and liabilities.~~fair value measurements. ASU ~~2016~~-022018-13 is ~~effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted.~~ ~~ASU~~ ~~2016~~-02 ~~must~~required to be adopted ~~using a modified retrospective transition, and it provides~~ for ~~certain practical expedients.In addition, the transition will require application of ASU~~ ~~2016~~-02 ~~at the beginning of the earliest comparative period presented.We are currently determining our implementation approach and assessing the impact of ASU~~ ~~2016~~-02 ~~on the consolidated financial statements.~~

~~In May 2014, the FASB issued ASU~~ ~~2014~~-09~~, "Revenue from Contracts with Customers." ASU~~ ~~2014~~-09 provides guidance related to how an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, ASU ~~2014~~-09 ~~specifies accounting for costs associated with obtaining or fulfilling contracts with customers and expands the required disclosures related to revenue and cash flows from contracts with customers.~~

~~On July 9, 2015, the FASB affirmed its proposal to defer the effective date of ASU~~ ~~2014~~-09 ~~for all entities by~~ ~~one~~ ~~year.~~ As a result, public business entities, certain not-for-profit entities, and certain employee benefit plans will apply this revenue standard to annual reporting periods beginning after December 15, 2017.~~All other entities will apply ASU~~ ~~2014~~-09 ~~to annual reporting periods beginning after December 15, 2018.~~ ~~Additionally, the FASB affirmed its proposal to permit all entities to apply ASU~~ ~~2014~~-09 ~~early, but not before the original effective date for public business entities, certain not-for-profit entities, and certain employee benefit plans (that is,~~ annual periods beginning after December 15, ~~2016).~~ ~~Entities choosing to implement early will apply ASU~~ ~~2014~~-09 ~~to all~~2019, including interim ~~reporting~~ periods within ~~the~~that annual period, which is our fiscal year 2020. We adopted these changes as of ~~adoption. The Company is currently determining its implementation approach and assessing the impact of ASU~~ ~~2014~~-09 ~~on the consolidated financial statements.~~ January 1, 2020; however, there are no required changes that apply to our fair value measurements disclosures.

Note C: Fair Value Measurements

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

	Level 1:	observable inputs such as quoted prices in active markets;
	Level 2:	inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
	Level 3:	unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

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

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

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

~~Nonfinancial Assets Measured at Fair Value on a Nonrecurring Basis~~

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

Financial Instruments not Measured at Fair Value

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

913

Note D: Inventories

Inventories consisted of ~~approximately $426,000~~the following (in thousands):

	September 30, 2021		December 31, 2020
Finished goods	$	1,357	$	661
Components		128		109
Total	$	1,485	$	770

Note E: Operating Leases

The Company is subject to various non-cancelable operating leases for office space and $~~141,000~~IT equipment expiring at various dates through November 2022. These leases do not have significant rent escalation, holidays, concessions, leasehold improvement incentives, or other build-out clauses. Further, the leases do not contain contingent rent provisions.

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

Because most of our leases do not provide an implicit rate, we use our incremental borrowing rate in determining the present value of the lease payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. We used incremental borrowing rates as of ~~September 30, 2017~~January 1, 2019 for operating leases that commenced prior to that date. We have a centrally managed treasury function; therefore, based on the applicable lease terms and ~~December 31, 2016, respectively.~~the current economic environment, we apply a portfolio approach for determining the incremental borrowing rate.

~~Note E: Intangible Assets~~The cost components of our operating leases were as follows (in thousands):

	Three-Month Periods Ended September 30,				Nine-Month Periods Ended September 30,
	2021		2020		2021		2020
Operating lease costs	$	54	$	58	$	161	$	189
Variable lease cost		50		65		144		234
Total	$	104	$	123	$	305	$	423

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

Maturities for our lease liabilities for all operating leases were as follows (in thousands) as of September 30, 2021:

	Total
2021	$	111
2022		1
2023 and thereafter		0
Total lease payments		112
Less: Interest		(1	)
Present value of lease liabilities	$	111

The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of September 30, 2021:

	September 30, 2021
Remaining lease term and discount rate:
Weighted average remaining lease term (years)	0.57
Weighted average discount rate	4.75	%

Cash paid for amounts included in the measurement of operating lease liabilities was $160,000 and $193,000 for the nine months ended September 30, 2021 and 2020, respectively, and these amounts are included in operating activities in the condensed consolidated statements of cash flows. There were no operating lease assets obtained in exchange for new operating lease liabilities for the three and nine months ended September 30, 2021 and 2020, except that during the three months ended September 30, 2020, we agreed to a one-year extension of our office space which increased operating lease assets and liabilities by $194,000, and, during the three months ended September 30, 2021, ISNS entered into Amendment XV to Office Lease Agreement (the "Amendment"), which increased operating lease assets and liabilities by $134,000.

On July 28, 2021 ISNS and Spruce Tree Centre L.L.P. entered into the Amendment, which amended the original Office Lease Agreement dated as of November 24, 1998 by and between ISNS and Spruce Tree (the "Original Lease"), as such Original Lease was subsequently amended (as so amended, the "Lease"). The Amendment was signed by Spruce Tree on July 28, 2021. The Lease term was to expire on July 31, 2021. The Amendment, which is effective August 1, 2021, extends the Lease through March 31, 2022. In addition, the Amendment increases the monthly rent from $16,660 to $16,960 for the period from August 1, 2021 through March 31, 2022.

On August 27, 2021 (the "Effective Date"), ISNS, and TJ&Z Family Limited Partnership, a Minnesota limited partnership ("TJ&Z"), entered into a Purchase Agreement (the "Agreement") under which ISNS is purchasing certain real and personal property (the "Property") from TJ&Z for a total purchase price of $2,050,000, subject to adjustments if certain conditions are not satisfied (the "Purchase Price"). The Property includes land and a building located at 1115 Hennepin Avenue, Minneapolis, Minnesota (the "Real Property"). The Agreement also provides for the sale by TJ&Z to ISNS of all of TJ&Z's interest under a billboard lease for a billboard located on the Real Property, business records related to the Real Property, and certain personal property located on the Real Property, all as described in the Agreement. The Agreement gives ISNS 60 days after the Effective Date (the "Inspection Period") during which to undertake any studies, tests, investigations, and inspections of the Property. Effective as of October 26, 2021, ISNS and TJ&Z entered into the First Amendment to purchase Agreement (the "First Amendment") that, among other things, extends the Inspection Period from October 26, 2021 to November 26, 2021, as to certain conditions only. The First Amendment effectively extends the closing date to December 13, 2021, and requires ISNS to pay $50,000 in earnest money in addition to the $50,000 in earnest money already paid by ISNS under the Agreement.

The foregoing description of the Agreement and the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement and First Amendment filed as Exhibit 10.5 and Exhibit 10.6, respectively, to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Note F: Intangible Assets

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

	September 30, 2017								September 30, 2021
								Weighted								Weighted
	Gross					Net		Average	Gross					Net		Average
	Carrying		Accumulated			Carrying		Useful Life	Carrying		Accumulated			Carrying		Useful Life
	Amount		Amortization			Value		(in Years)	Amount		Amortization			Value		(in Years)
Developed technology	$	3,900	$	(3,900	)	$	—	—
Wrong Way development costs									$	228	$	(228	)	$	0	—
Vision development costs		2,885		(360	)		2,525	8.0		3,106		(1,846	)		1,260	8.0
Software development costs		871		—			871	—
Echo development costs										1,852		(441	)		1,411	7.0
IntellitraffiQ development costs										468		(380	)		88	4.0
Total	$	7,656	$	(4,260	)	$	3,396	8.0	$	5,654	$	(2,895	)	$	2,759	7.0

December 31, 2016

Weighted

Gross

Net

Average

Carrying

Accumulated

Carrying

Useful Life

Amount

Amortization

Value

(in Years)

Developed technology
$
3,900

$
(3,900
)

$
—

—

Vision development costs

2,885

(90
)

2,795

8.0

$
6,785

$
(3,990
)

$
2,795

8.0

	December 31, 2020
								Weighted
	Gross					Net		Average
	Carrying		Accumulated			Carrying		Useful Life
	Amount		Amortization			Value		(in Years)
Wrong Way development costs	$	228	$	(228	)	$	0	—
Vision development costs		2,929		(1,553	)		1,376	8.0
Echo development costs		1,852		(242	)		1,610	7.0
IntellitraffiQ development costs		468		(293	)		175	4.0
Total	$	5,477	$	(2,316	)	$	3,161	7.3

~~Note F: Credit Facilities~~

In May 2014, the Company entered into a credit agreement and related documents with Alliance Bank which provided for a revolving line of credit for the Company. The credit agreement and related documents with Alliance Bank (collectively, the "Alliance Credit Agreement") provided up to a $~~5.0~~ ~~million revolving line of credit bearing interest at a fixed annual rate of~~ ~~3.95~~%. Any advances would have been secured by the Company's inventories, accounts receivable, cash, marketable securities, and equipment. We were subject to certain covenants under the Alliance Credit Agreement. In April 2016, we entered into an agreement with Alliance Bank amending the Alliance Credit Agreement to extend the maturity date from April 1, 2016 to ~~May 12, 2017. We chose not to renew the Alliance Credit Agreement.~~

Note G: Warranties

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

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

	Nine-Month Periods Ended September 30,						Nine-Month Periods Ended September 30,
	2017			2016			2021			2020

Beginning balance	$	1,223		$	760		$	141		$	313
Warranty provisions		38			185			30			26
Warranty claims		(111	)		(288	)		(35	)		(53	)
Adjustments to preexisting warranties		(167	)		27			(5	)		(146	)
Currency		4			—			(4	)		2
Ending balance	$	987		$	684		$	127		$	142

Note H: Stock-Based Compensation

We compensate officers, directors, key employees and consultants with stock-based compensation under ~~stock option~~the Image Sensing Systems, Inc. 2014 Stock Option and ~~incentive plans~~Incentive Plan (the ~~"Plans"~~"2014 Plan"), which was approved by our shareholders and is administered under the supervision of our Board of Directors. The 2014 Plan and awards granted under the 2014 Plan were assumed by Autoscope in the Reorganization. Stock option awards are granted at exercise prices equal to the closing price of our stock on the day before the date of grant. Generally, options vest ~~proportionally~~ratably over periods ofthree to five years from the dates of the grant, beginning one year from the date of grant, and have a contractual term of nine to ~~ten~~10 years.

Performance stock options are time based; however, the final number of awards earned and the related compensation expense are adjusted up or down to the extent the performance target is met. The actual number of shares that will ultimately vest ranges from 90~~% to~~ ~~100~~% of the targeted amount if the minimum performance target is achieved. We evaluate the likelihood of meeting the performance target at each reporting period and adjust compensation expense, on a cumulative basis, based on the expected achievement of each performance target.

Compensation expense, net of estimated forfeitures, is recognized ratably over the vesting period. Stock-based compensation expense included in general and administrative expense for the three-month periods ended September 30, ~~2017~~2021 and ~~2016~~2020 was $~~76,000~~$57,000 and $~~100,000~~,55,000, respectively.Stock-based compensation expense included in general and administrative expense for the nine-month periods ended September 30, ~~2017~~2021 and ~~2016~~2020 was $~~229,000~~$164,000 and $~~160,000~~, $168,000, respectively. At September 30, ~~2017~~, ~~211,843~~2021, 252,143 shares were available for grant under the ~~Company's stock option and incent~~i~~ve plan.~~2014 Plan.

Stock Options

A summary of the stock option activity for the first nine months of ~~2017~~2021 is as follows:

	Number of Shares			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value		Number of Shares			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Options outstanding at December 31, 2016		132,500		$	6.15		4.50	$	—
Options outstanding at December 31, 2020											15,000		$	4.76		2.94	$	2,700
Granted		—		$	—		—	$	—		0		$	0		—	$	0
Exercised		—		$	—		—	$	—		(2,000	)	$	4.22		—	$	9,390
Expired		(12,000	)	$	9.43		—	$	—		0		$	0		—	$	0
Forfeited		(22,000	)	$	5.72		—	$	—		(1,000	)	$	4.22		—	$	320

Options outstanding at September 30, 2017		98,500		$	5.85		3.95	$	—
Options exercisable at September 30, 2017		90,625		$	5.99		3.71	$	—
Options outstanding at September 30, 2021											12,000		$	4.90		2.08	$	19,860
Options exercisable at September 30, 2021											12,000		$	4.90		2.08	$	19,860

~~There~~Stock options to purchase 2,000 shares were noexercised, 0 stock options ~~exercised~~expired, and options to purchase 1,000 shares were forfeited during the ~~three~~nine-month period ended September 30, 2021, and ~~nine~~ ~~month~~options to purchase 1,000 shares were forfeited during the nine-month period ended September 30, 2020. During each of the nine-month periods ended September 30, ~~2017~~2021 and 2020, we recognized 0 stock-based compensation expense related to stock options. As of September 30, ~~2016. As of~~ ~~September 30, 2017~~,2021, there was $~~9,000~~ ~~of total~~0 unrecognized compensation cost related to non-vested stock options. ~~The weighted average period over which the compensation cost is expected to be recognized is~~ ~~0.61~~ ~~of a year.~~

Restricted Stock Awards and Stock Awards

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

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

~~A summary of the~~The following table summarizes restricted ~~stock awards and~~ stock award activity for the first nine months of ~~2017~~ ~~is as follows:~~2021:

Number of
Shares

Weighted
Average
Grant Date
Fair Value
Awards outstanding December 31, 2016

—

$
—

Granted

95,045

3.08

Vested

(63,045
)

3.15

Expired

—

—

Forfeited

—

—

Awards outstanding at September 30, 2017

32,000

$
2.95

	Number of Shares			Weighted Average Grant Date Fair Value
Awards outstanding December 31, 2020	33,330		$	4.52
Granted	24,594			6.34
Vested	(39,327	)		5.09
Forfeited	0			0
Awards outstanding at September 30, 2021	18,597		$	5.72

As of September 30, ~~2017~~,2021, the total stock-based compensation expense related to non-vested awards not yet recognized was $~~62,000~~,$72,000, which is expected to be recognized over a weighted average period of ~~2.45~~1.77 years. ~~The weighted average grant date fair value of restricted stock units granted during~~During the nine-month ~~period~~ periods ended September 30, ~~2017~~ ~~was $3.08. We granted restricted stock awards of~~ ~~95,045~~ ~~shares during the~~ ~~nine-month~~ ~~period ended~~ 2021 and September 30, ~~2017. During the~~ ~~nine-month~~ ~~periods ended~~ ~~September 30, 2017~~ ~~and~~ ~~September 30, 2016~~,2020, we recognized $~~213,000~~$164,000 and $~~142,000~~,$168,000, respectively, of stock-based compensation expense related to restricted stock awards.

Note I: Income (loss) per Common Share

Net income (loss) per share is computed by dividing net income (loss) by the daily weighted average number of common shares outstanding during the applicable periods. Diluted net income (loss) per share includes the potentially dilutive effect of common shares subject to outstanding stock options and restricted stock awards using the treasury stock method. Under the treasury stock method, shares subject to certain outstanding stock options and restricted stock awards have been excluded from the calculation of the diluted weighted average shares outstanding ~~calculation~~ because the exercise of those options or the vesting of those restricted stock awards would lead to a net reduction in common shares outstanding. As a result, stock options and restricted stock awards to acquire ~~100,196~~2,000 and ~~206,467~~15,000 weighted common shares have been excluded from the diluted weighted shares outstanding for the three-month periods ended September 30, ~~2017~~2021 and ~~2016~~,2020, respectively, and ~~132,247~~2,000 and ~~239,399~~15,000 weighted common shares have been excluded from the diluted weighted shares outstanding for the nine-month periods ended September 30, ~~2017~~2021 and ~~2016~~,2020, respectively.

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

Three-Month Periods Ended
September 30,
Nine-Month Periods Ended
September 30,
2017 2016 2017 2016

Numerator:

Net income
$ 870 $ 469 $ 1,390 $ 1,370
Denominator:

Weighted average common shares outstanding
5,138 5,059 5,117 5,043
Dilutive potential common shares
13 9 4 2
Shares used in diluted net loss per common share calculations
5,151 5,068 5,121 5,045
Basic net income per common share
$ 0.17 $ 0.09 $ 0.27 $ 0.27
Diluted net income per common share
$ 0.17 $ 0.09 $ 0.27 $ 0.27

	Three-Month Periods Ended September 30,				Nine-Month Periods Ended September 30,
	2021		2020		2021		2020

Numerator:
Net income	$	613	$	659	$	2,496	$	698
Denominator:
Weighted average common shares outstanding		5,349		5,306		5,338		5,290
Dilutive potential common shares		12		5		13		16
Shares used in diluted net income per common share calculations		5,361		5,311		5,351		5,306
Basic net income per common share	$	0.11	$	0.12	$	0.47	$	0.13
Diluted net income per common share	$	0.11	$	0.12	$	0.47	$	0.13

Note J: Segment Information

The Company's Chief Executive Officer and management regularly review financial information for the Company's discrete operating segments. Based on similarities in the economic characteristics, nature of products and services, production processes, type or class of customer served, method of distribution and regulatory environments, the operating segments have been aggregated for financial statement purposes and categorized into ~~two~~2 reportable segments: Intersection and Highway.

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

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

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

	Three Months Ended September 30,												Three Months Ended September 30,
	Intersection				Highway				Total				Intersection				Highway				Total
	2017		2016		2017		2016		2017		2016		2021		2020		2021		2020		2021		2020

Revenue	$	2,852	$	2,452	$	772	$	930	$	3,624	$	3,382	$	2,677	$	2,502	$	595	$	1,248	$	3,272	$	3,750
Gross profit		2,577		2,291		445		277		3,022		2,568		2,456		2,228		231		639		2,687		2,867
Amortization of intangible assets		90		—		—		—		90		—		105		92		95		95		200		187
Intangible assets		2,569		2,842		827		—		3,396		2,842		1,260		1,468		1,499		1,880		2,759		3,348

Nine Months Ended September 30,

Intersection

Highway

Total

2017

2016

2017

2016

2017

2016

Revenue

$
6,970

$
7,053

$
3,213

$
4,244

$
10,183

$
11,297
Gross profit

6,266

6,543

1,883

2,058

8,149

8,601
Amortization of intangible assets

270

—

—

—

270

—
Intangible assets

2,569

2,842

827

—

3,396

2,842

	Nine Months Ended September 30,
	Intersection				Highway				Total
	2021		2020		2021		2020		2021		2020

Revenue	$	7,206	$	7,217	$	2,833	$	3,079	$	10,039	$	10,296
Gross profit		6,617		6,530		1,304		1,649		7,921		8,179
Amortization of intangible assets		293		275		286		274		579		549
Intangible assets		1,260		1,468		1,499		1,880		2,759		3,348

1319

Note K: Restructuring and Exit Activities

In the third quarter of 2016, in order to streamline our operating and cost structure, we initiated the closure of our wholly-owned subsidiaries, Image Sensing Systems HK Limited (ISS HK) in Hong Kong and Image Sensing Systems (Shenzhen) Limited (ISS WOFE) in China. During 2020, we initiated the closure of Image Sensing Systems EMEA Limited (ISS UK) and Image Sensing Systems Holdings Limited (ISS Holdings). At September 30, 2021, Image Sensing Systems (Shenzhen) Limited was fully closed. We incurred $23,000 and $47,000 for these entities' closure costs in the nine-month periods ended September 30, 2021 and September 30, 2020, respectively.

In the second quarter of 2021, the Company began the process of forming a subsidiary in Chennai, India. Autoscope Technologies India Private Limited ("Autoscope India") was legally formed on October 14, 2021. Autoscope India's operations will solely focus on research and development.

Note L: Commitments and Contingencies

Debt

Under the Paycheck Protection Program ("PPP"), the United States Small Business Administration ("SBA") approved the Company's application to receive a loan in the amount of $923,700 (the "PPP Loan"). The PPP was established under the congressionally approved Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") and is administered by the SBA. The PPP Loan to the Company was made through BMO Harris Bank N.A. (the "Lender"). On April 21, 2020, the Company's Board of Directors approved the PPP Loan, and the Company signed the promissory note (the "Note") evidencing the PPP Loan, which was dated as of April 17, 2020. The Lender distributed the $923,700 of proceeds of the PPP Loan to the Company on April 22, 2020.

The term of the PPP loan was 24 months after the date of the Note (the "Maturity Date"). The annual interest rate on the PPP Loan was 1.00%. No payments of principal or interest were due during the nine months beginning on the date of the Note (the "Deferred Period"). The Company's obligations under the Note were not secured by a security interest in the Company's assets. The Note required the Lender's consent if the Company wanted to reorganize, merge, consolidate, or otherwise change its ownership or structure. The Note contained customary events of default by the Company relating to, among other things, payment defaults and the breach of representations and warranties or other provisions of the Note. Upon a default by the Company under the Note, the Lender could have accelerated the Company's obligations under the Note and pursued its rights against the Company under applicable law, including by filing suit and obtaining a judgment against the Company.

Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of loans made under the PPP after 24 weeks if the recipients use the PPP loan proceeds for eligible purposes, including payroll costs, mortgage interest, rent or utility costs and meet other requirements regarding, among other things, the maintenance of employment and compensation levels. On February 2, 2021, the Company was notified by the Lender that the Lender had received payment in full of the PPP Loan from the United States government, and the Company's PPP Loan had been forgiven. The Company recognized the amount of the loan principal and accrued interest forgiven totaling approximately $931,000 as other non-operating income in the first quarter of ~~2016~~,2021.

The foregoing description of the ~~Company implemented restructuring plans~~Note does not purport to be complete and is qualified in ~~Canada. Because~~its entirety by reference to the full text of ~~these actions, restructuring charges of approximately $126,000~~ ~~were recorded in~~ the ~~first nine months of~~ ~~2016~~ ~~related~~Note filed as Exhibit 10.1 to ~~employee terminations.~~this Quarterly Report on Form 10-Q and incorporated herein by reference.

~~The following table shows the restructuring activity for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2016~~ ~~(in thousands):~~

Facility Costs

Termination

and Contract

Benefits

Termination

Total

Balance at January 1, 2016

$
—

$
—

$
—

Charges

126

—

126

Payments/settlements

—

—

—

Balance at March 31, 2016

$
126

$
—

$
126

Payments/settlements

(93
)

—

(93
)
Balance at June 30, 2016

$
33

$
—

$
33

Payments/settlements

(33
)

—

(33
)
Balance at September 30, 2016

—

—

—

~~No restructuring charges were recorded in the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2017~~.

~~Note L: Commitments and Contingencies~~Litigation

~~Litigation~~

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

~~On May 5, 2016, Econolite,~~

Note M: Risks and Uncertainties

In December 2019, the outbreak of a novel strain of coronavirus, called COVID-19, originated in Wuhan, China, and has since spread worldwide, including to the U.S. To date, the COVID-19 pandemic has caused widespread disruptions to the U.S. and global economy and has contributed to significant volatility, negative pressure in financial markets, and disruptions in supply chains. The global impact of the outbreak is continually evolving and, as additional cases and variants of the virus are identified, many countries, including the U.S., have reacted by instituting quarantines, restrictions on travel, and mandatory closures of businesses. Certain states and cities, including where we or the third parties with whom we engage operate, have also reacted by instituting quarantines, restrictions on travel, “stay at home” rules, restrictions on types of business that may continue to operate, and restrictions on the types of construction projects that may be undertaken.

The extent to which the COVID-19 pandemic impacts our ~~exclusive North American manufacturer~~business, financial condition and ~~distributor, served a complaint~~results of operations will depend on ~~us for a lawsuit filed by Econolite~~future developments, which are highly uncertain and cannot be predicted with any confidence, including the scope, severity and duration of the pandemic; the actions taken to contain the pandemic or mitigate its impact, including the adoption, effectiveness, and availability of COVID-19 vaccines; the effect of any relaxation of current restrictions in the ~~Superior Court~~community and regions in which we, our customers and end users do business; and the direct and indirect economic effects of the ~~State~~pandemic and containment measures, among others. The rapid development and fluidity of ~~California~~this situation preclude any prediction as to the full adverse impact of the COVID-19 pandemic. Nevertheless, the COVID-19 pandemic has affected, and may continue to adversely affect, our business, financial condition and results of operations, and it has had, and probably will continue to have, the effect of exacerbating many of the risks described in our Annual Report on Form 10-K for the County of Orange. The complaint asserted claims against us under the Manufacturing, Distributing and Technology License Agreement, as amended, with Econolite (the "Econolite Agreement") for breach of contract and breach of implied covenant of good faith and fair dealing and sought specific performance relatedyear ended December 31, 2020 including, but not limited to, the transition of North American RTMS sales and marketing activities from Econolite to us in July 2014. In the complaint, Econolite requested damages from us in an amount to be proven at trial and sought certain other remedies. On May 27, 2016, we removed the case to the Federal District Court, District of Central California. On November 15, 2016, Econolite and the Company entered into an Arbitration Agreement. On November 16, 2016, Econolite voluntarily dismissed all of its claims against the Company in the U.S. District Court but filed a demand for arbitration with JAMS (which is an alternative dispute resolution provider), asserting the same claims against the Company that it had asserted in the lawsuit. Arbitration commenced on November 16, 2016, and it remains ongoing. We believe that Econolite's claims are without merit, and we plan to vigorously defend against them. However, we cannot predict the outcome of this matter at this time or whether it will have a material adverse impact on our business prospects, financial condition, operating results or cash flow.following:

•		We currently rely on third parties to, among other things, manufacture, supply and market our products and supply other goods and services to run our business. If any such third party is adversely impacted by restrictions resulting from the COVID-19 pandemic, including staffing shortages, production slowdowns, the closure of facilities, and disruptions in delivery systems, our supply chain may be disrupted, which could limit our ability to manufacture our products and conduct research and development.
•		We have established a work-from-home policy for all employees, other than those who are performing or supporting business-critical operations or other essential activities. Our increased reliance on personnel working from home may negatively impact productivity or disrupt, delay or otherwise adversely impact our business. In addition, this could increase our cyber security risks, create data accessibility concerns, and make us more susceptible to communication disruptions, any of which could adversely impact our business operations or delay necessary interactions with governmental authorities, third party manufacturers and manufacturing sites, customers and end users, and other important agencies and third parties.
•		The trading prices for our common stock have been highly volatile as a result of the COVID-19 pandemic. As a result, we may face difficulties raising capital through any sales of our common stock, or such sales may be on unfavorable terms. In addition, a recession, depression or other sustained adverse market event resulting from the COVID-19 pandemic could materially and adversely affect our business and the value of our common stock.

1421

Item 2.2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

~~Overview~~Reorganization. On July 21, 2021, a holding company reorganization was completed (the “Reorganization”) in which Image Sensing Systems, Inc. ("ISNS") became a wholly-owned subsidiary of the new parent company named “Autoscope Technologies Corporation” ("Autoscope"), which became the successor issuer to ISNS. As a result of the Reorganization, Autoscope replaced ISNS as the public company trading on the Nasdaq Stock Market under the ticker symbol “AATC,” and outstanding shares of ISNS’s common stock automatically converted into shares of common stock of Autoscope.As used in this Quarterly Report Form 10-Q, the "Company", "we", "us" and "our" or its management or business at any time before the effective date of the Reorganization refer to those of ISNS as the predecessor company and its wholly-owned subsidiaries and thereafter to Autoscope and its wholly-owned subsidiaries, except as otherwise specified or to the extent the context otherwise indicates. The Reorganization is intended to be a tax-free transaction for U.S. federal income tax purposes for the Company’s shareholders.Autoscope was incorporated on April 23, 2021 under the laws of the State of Minnesota, and ISNS was incorporated in Minnesota on December 20, 1984.

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

Our technology is a process in which software, rather than humans, examines outputs from various types of sophisticated sensors to determine what is happening in a field of view. In the ITS industry, this process is a critical component of managing congestion and traffic flow. In many cities, it is not possible to build roads, bridges and highways quickly enough to accommodate the increasing congestion levels. OnIn 2019, on average, United States commuters ~~spend~~ 42lost 99 hours in congestion, which cost motorists $88 billion in time, an average of $1,377 per driver (per INRIX 2019 Global Traffic scorecard). Although during 2020, these figures decreased significantly as a ~~year stuck~~result of COVID-19 related government lockdowns, automobile travel has rebounded in ~~traffic, and~~many areas, causing congestion ~~costs motorists $160~~ ~~billion a year.~~levels to begin returning to previous levels (per INRIX 2020 Global Traffic scorecard). We believe this growing use of vehicles will make our ITS solutions increasingly necessary to complement existing and new roadway infrastructure to manage traffic flow and optimize throughput.

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

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

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

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

Trends and Challenges in Our Business

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

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

We believe our continued growth primarily depends upon:

continued adoption and governmental funding of ITS and other automated applications for traffic control, safety and enforcement in developed countries;
a propensity by traffic engineers to implement lower cost technology-based solutions rather than civil engineering solutions such as widening roadways;
countries in the developing world adopting above-ground detection technology, such as video or radar, instead of in-pavement loop technology to manage traffic; and

our ability to develop new products that provide increasingly accurate information and enhance the end users' ability to cost-effectively manage traffic and environmental issues.

Because the majority of our end users are governmental entities, we are faced with challenges related to potential delays in ~~purchase~~purchasing decisions by those entities and changes in budgetary constraints. These contingencies could result in significant fluctuations in our revenue ~~between~~among periods. The ongoing economic environment in Europe and the United States isand the COVID-19 pandemic declared in March 2020 and the outbreak of new COVID-19 variants are further adding to the unpredictability of ~~purchase~~purchasing decisions, creating more delays than usual and decreasing governmental budgets, and ~~it is~~they are likely to continue to affect our revenue.

Key Financial Terms and Metrics

Revenue. We derive revenue from two sources: (1) royalties received from Econolite for sales of the Autoscope video systems in the United States, Mexico, Canada and the Caribbean and (2) revenue received from the direct sales of our RTMS radar systems and our Autoscope video systems in Europe and Asia. Autoscope video royalties are calculated using a profit sharing model ~~where~~in which the gross profits on sales of product made through Econolite are shared equally with Econolite. This royalty arrangement has the benefit of decreasing our cost of revenues and our selling, marketing and product support expenses because these costs and expenses are borne primarily by Econolite. Although this royalty model has a positive impact on our gross margin, it also negatively impacts our total revenue, which would be higher if all the sales made by Econolite were made directly by us. The royalty arrangement is exclusive under athe long-term ~~agreement.~~Manufacturing, Distributing and Technology Agreement dated as of June 11, 1991, as amended (the “Econolite Agreement”), between the Company and Econolite.

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

operating segment.

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

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

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

	Three-Month Periods Ended September 30,				Nine-Month Periods Ended September 30,				Three-Month Periods Ended September 30,				Nine-Month Periods Ended September 30,
	2017		2016		2017		2016		2021		2020		2021		2020

Income from operations	$	870	$	496	$	1,361	$	1,401	$	709	$	641	$	2,024	$	737
Adjustments to reconcile to non-GAAP income
Amortization of intangible assets										200		187		579		549
Depreciation		64		74		191		223		32		58		112		176
Amortization of intangible assets		90		—		270		—
Restructuring charges		—		—		—		126
Non-GAAP income from continuing operations	$	1,024	$	570	$	1,822	$	1,750
Non-GAAP income from operations									$	941	$	886	$	2,715	$	1,462

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

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

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

	Three Months Ended September 30,												Three Months Ended September 30,
	Intersection				Highway				Total				Intersection				Highway				Total
	2017		2016		2017		2016		2017		2016		2021		2020		2021		2020		2021		2020

Revenue	$	2,852	$	2,452	$	772	$	930	$	3,624	$	3,382	$	2,677	$	2,502	$	595	$	1,248	$	3,272	$	3,750
Gross profit		2,577		2,291		445		277		3,022		2,568		2,456		2,228		231		639		2,687		2,867
Amortization of intangible assets		90		—		—		—		90		—		105		92		95		95		200		187
Intangible assets		2,569		2,842		827		—		3,396		2,842		1,260		1,468		1,499		1,880		2,759		3,348

	Nine Months Ended September 30,
	Intersection				Highway				Total
	2021		2020		2021		2020		2021		2020

Revenue	$	7,206	$	7,217	$	2,833	$	3,079	$	10,039	$	10,296
Gross profit		6,617		6,530		1,304		1,649		7,921		8,179
Amortization of intangible assets		293		275		286		274		579		549
Intangible assets		1,260		1,468		1,499		1,880		2,759		3,348

Nine Months Ended September 30,

Intersection

Highway

Total

2017

2016

2017

2016

2017

2016

Revenue

$
6,970

$
7,053

$
3,213

$
4,244

$
10,183

$
11,297
Gross profit

6,266

6,543

1,883

2,058

8,149

8,601
Amortization of intangible assets

270

—

—

—

270

—
Intangible assets

2,569

2,842

827

—

3,396

2,842

Results of Operations

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

	Three-Month Periods Ended September 30,				Three-Month Periods Ended September 30,
	2017		2016		2021		2020
Product sales	30.9	%	36.9	%	24.6	%	41.0	%
Royalties	69.1		63.1		75.4		59.0
Total revenue	100.0		100.0		100.0		100.0
Gross profit - product sales	54.3		34.8		40.4		48.6
Gross profit - royalties	96.4		100.0		95.7		95.8
Selling, general and administrative	39.5		42.5		40.8		37.9
Research and development	19.9		18.8		19.7		21.4
Income from operations	24.0		13.9		21.7		17.1
Income tax expense	—		—
Income tax expense (benefit)					2.9		(0.5)
Net income	24.0		13.9		18.7		17.6

	Nine-Month Periods Ended September 30,
	2021		2020
Product sales	32.6	%	36.5	%
Royalties	67.4		63.5
Total revenue	100.0		100.0
Gross profit - product sales	44.3		51.0
Gross profit - royalties	95.6		95.8
Selling, general and administrative	42.0		47.5
Research and development	16.7		24.7
Income from operations	20.2		7.2
Other income, net	9.2		—
Income tax expense (benefit)	4.5		0.4
Net income	24.9		6.8

1726

Nine-Month Periods Ended
September 30,

2017

2016

Product sales
          41.1
%

          45.9
%

Royalties
  58.9

          54.1

Total revenue
        100.0

        100.0

Gross profit - product sales
          57.9

          48.0

Gross profit - royalties
        95.5

        100.0

Selling, general and administrative
          44.4

          44.6

Research and development
          22.3

          18.0

Restructuring
            —

            1.1

Income from operations
          13.7

            12.2

Income tax expense
            —

—

Net income
          13.7

         12.1

Total revenue ~~increased~~ ~~to $3.6~~ ~~million in the~~ ~~three-month~~ ~~period ended~~ ~~September 30, 2017, from $3.4~~ ~~million in the same period in~~ ~~2016~~, ~~an increase~~ of ~~7.2%, and~~ decreased to $~~10.2~~$3.3 million ~~in the first~~ ~~nine~~ ~~months of~~ ~~2017~~ ~~from $11.3~~ ~~million in the first~~ ~~nine~~ ~~months of~~ ~~2016~~, ~~a decrease~~ of ~~9.9%. Royalty income~~ ~~increased~~ ~~to $2.5~~ ~~million in the~~ ~~third quarter~~ of ~~2017~~ ~~from $2.1~~ ~~million in the~~ ~~third quarter~~ of ~~2016~~, ~~an increase~~ of ~~17.4%, and~~ ~~decreased~~ ~~to $6.0~~ ~~million in the first~~ ~~nine~~ ~~months of~~ ~~2017~~ ~~from $6.1~~ ~~million in the first~~ ~~nine~~ ~~months of~~ ~~2016~~, ~~a decrease~~ of ~~1.9%~~.

~~Product sales~~ ~~decreased~~ ~~to $1.1~~ ~~million in the~~ ~~third quarter~~ of ~~2017~~ ~~from $1.2~~ ~~million in the~~ ~~third quarter~~ of ~~2016~~, ~~a decrease~~ of ~~10.3%, and~~ ~~decreased~~ ~~to $4.2~~ ~~million in the first~~ ~~nine~~ ~~months of~~ ~~2017~~ ~~from $5.2~~ ~~million in the same period in~~ ~~2016~~, ~~a decrease~~ of ~~19.2%. The decrease in product sales was primarily driven by a slower recovery of the European market and of funding of transportation initiatives.~~

~~Revenue for the Intersection segment~~ ~~increased~~ ~~to $2.9~~ ~~million in the~~ ~~three-month~~ ~~period ended~~ ~~September 30, 2017, from $2.5~~ ~~million in the~~ ~~three-month~~ ~~period ended~~ ~~September 30, 2016~~, ~~an increase~~ of ~~16.3%. The increase can be primarily attributed to a significant royalty sale into Miami-Dade County in the third quarter 2017. Revenue for the Intersection segment~~ ~~decreased~~ ~~to $7.0~~ ~~million in the first~~ ~~nine~~ ~~months of~~ ~~2017~~ ~~from $7.1~~ ~~million in the first~~ ~~nine~~ ~~months of~~ ~~2016~~, ~~a decrease~~ of~~1.2%~~.

~~Revenue for the Highway segment~~ ~~decreased~~ ~~to $772,000~~ ~~in the~~ ~~three-month~~ ~~period ended~~ ~~September 30, 2017, from $930,000~~ ~~in the~~ ~~three-month~~ ~~period ended~~ ~~September 30, 2016~~, ~~a decrease~~ of ~~17.0%. The decrease in revenue~~ in the three-month period ended September 30, ~~2017,~~2021 from $3.8 million in the same period in 2020, a decreaseof 12.7%, anddecreasedto $10.0million in the first nine months of 2021 from $10.3 million in the same period in2020,a decreaseof2.5%. Royalty income increased to $2.5 million in the third quarter of 2021 from $2.2 million in the third quarter of 2020, an increase of 11.5%, and increased to $6.8million in the firstnine monthsof2021 compared to $6.5 million in the firstnine monthsof2020, an increase of 3.5%Product sales decreased to $805,000 in the third quarter of 2021 from $1.5 million in the third quarter of 2020, a decrease of 47.7%, and decreasedto $3.3 million in the firstnine monthsof2021from $3.8million in the firstnine monthsof2020,a decreaseof13.0%. The decrease in product sales is primarily ~~attributable~~ the result of labor shortages causing installation delays and impacting project timing.

Revenue for the Intersection segmentincreasedto ~~lower volume sales into North America~~$2.7million in thethird quarterof2021 from $2.5million in the third quarterof2020,an increaseof7.0%. Revenue for the Intersection segment remained constant at $7.2million in the first nine monthsof2021 compared to the ~~prior year period.~~ first nine monthsof2020. Revenue for the Highway segmentdecreasedto $595,000 in thethird quarterof2021from $1.2 million in thethird quarterof2020,a decreaseof52.3%. Revenue for the Highway segment decreased to $~~3.2~~$2.8 million ~~in the first~~ ~~nine~~ ~~months of~~ ~~2017~~ ~~from $4.2~~ ~~million in the first~~ ~~nine~~ ~~months of~~ ~~2016~~, ~~a decrease~~ of ~~24.3%~~. ~~The decrease in revenue in the Highway segment~~ in the first nine months of ~~2017 compared to the prior year period is due to an individually significant radar project into the Middle East that was recognized~~2021 from $3.1 million in the ~~prior year period with no comparable sale in the~~ first nine months ~~endedSeptember 30, 2017, and lower volume sales into North America compared to the prior year period.~~of 2020, a decrease of 8.0%.

Gross ~~profit~~margin percent for product sales ~~increased~~decreased to ~~54.3%~~40.4% in the three months ended September 30, ~~2017~~,2021 from ~~34.8%~~48.6% in the three months ended September 30, ~~2016. Product~~2020. The dollar amount of product sales gross profit ~~increased $173,000~~decreased $423,000, or ~~39.8~~%56.6%, in the three months ended September 30, ~~2017~~,2021 compared to the prior year period. Gross ~~profit~~margin percent for product sales ~~increased~~decreased to ~~57.9~~%44.3% in the first nine months of ~~2017~~2021 from ~~48.0%~~51.0% in the first nine months of ~~2016~~.2020. Product sales gross profit decreased ~~$63,000~~ $468,000 or ~~2.5%~~24.4% in the nine months ended September 30, ~~2017~~,2021 compared to the prior year period. The ~~increase~~decrease in product gross margin percent inwas primarily the ~~nine~~ ~~months ended~~ ~~September 30, 2017, is primarily due to~~result of a reduction in the warranty reserve ~~related to~~in the ~~expired warranty coverage for a discontinued legacy product.~~ ~~Additionally,~~first nine months of 2020 and no comparable reduction in the ~~geographic sales mix of our product sales can influence margins, as product sold~~same period in ~~some jurisdictions have higher margins.~~ ~~We anticipate that gross profit for our product sales will be similar in~~ ~~2017~~ ~~as compared to~~ ~~2016~~.2021.

Gross ~~profit~~margin percent for royalty sales for the three months ended September 30, ~~2017~~,2021 decreased to ~~96.4%~~95.7% from ~~100.0%~~95.8% in the same period in ~~2016.~~2020. Gross profit from royalties increased ~~$281,000~~$242,000, or ~~13.2~~%11.4%, in the three months ended September 30, ~~2017~~,2021 compared to the prior year period. ~~Gross profit from~~Gross margin percent for royalty sales for thenine months ended September 30, 2021decreased to ~~95.5~~%95.6% from 95.8% in the ~~first nine months 2017 from~~ ~~100.0~~%same period in ~~the first nine months 2016.~~2020. Gross profit from royalties decreased ~~$389,000~~$211,000, or ~~6.4%~~3.4%, in the nine months ended September 30, 2021 compared to the prior year period.The decrease in royalty gross margin percent iswas due to ~~the~~slightly higher software amortization ~~of software capitalization costs related to the Autoscope Vision product released for sale in October 2016. We expect that royalty gross profit percentage will decrease in~~ ~~2017~~ ~~compared to~~ ~~2016~~ ~~due to this amortization.~~expense.

Selling, general and administrative expense was $~~1.4~~1.3 million, or ~~39.5%~~40.8% of total revenue, in thethird quarterof ~~2017~~2021 compared to $1.4 million, or ~~42.5%~~37.9% of total revenue, in the third quarterof ~~2016~~,2020, and it decreased to $~~4.5~~4.2 million, or ~~44.4%~~42.0% of total revenue, in the first nine months of ~~2017~~ ~~from~~2021 compared to $~~5.0~~4.9 million, or ~~44.6%~~47.5%of total revenue, in the first nine months of ~~2016~~.2020. The ~~reduction in expense is the result of cost saving measures enacted in~~ ~~2016~~.~~Overall, we anticipate that in~~ ~~2017~~ ~~as compared to~~ ~~2016, selling, general and administrative expense will~~year-over-year decrease ~~in dollar amount.~~

~~Research and development expense~~ ~~increased~~ ~~to $722,000~~ or ~~19.9%~~ ~~of total revenue in the~~ ~~three-month~~ ~~period ended~~ ~~September 30, 2017, from $636,000~~ or ~~18.8%~~ ~~of total revenue in the~~ ~~three-month~~ ~~period ended~~ ~~September 30, 2016, and it~~ ~~increased~~ ~~to $2.3~~ ~~million or~~ ~~22.3%~~ ~~of total revenue in~~for the first nine months of ~~2017~~ ~~from $2.0~~ ~~million or~~ ~~18.0% of total revenue in the first~~ ~~nine~~ ~~months of~~ ~~2016. The increase in research and development expenses~~ is ~~primarily~~ due to ~~lower software capitalization~~the incremental consulting and legal costs incurred in ~~2017 compared~~2020 related to the ~~prior year period.~~ ~~We capitalized $305,000 and $871,000~~ of costs associated with software development projects in the three-and nine-month periods ended September 30, 2017, compared to capitalized software of $507,000 and $1.6 million in the comparable prior year periods.~~We anticipate that research and development costs will increase in dollar amount in~~ ~~2017~~ ~~compared to~~ ~~2016~~.

~~In the first quarter of~~ ~~2016, the Company implemented restructuring plans in Canada. Because of these actions, restructuring charges of approximately $126,000~~ ~~were recorded related to employee terminations~~efforts around evaluating strategic alternatives. The savings realized in the first nine months of ~~2016.~~ ~~There~~2021 were ~~no restructuring charges recorded~~ partially offset by legal and consulting fees associated with the Reorganization.

Research and development expense decreased to $644,000, or 19.7% of total revenue, in the three-month period ended September 30, 2021, from $804,000, or 21.4% of total revenue, in the three-month period ended September 30, 2020, and it decreasedto $1.7 million or16.7%of total revenue, in the nine-month period endedSeptember 30, 2021 from $2.5 million, or24.7%of total revenue, in the nine-month period endedSeptember 30, 2020. The decrease was due to higher capitalized software development costs in the nine-month period ended September 30, 2021 of $178,000 compared to capitalized software costs of $22,000 for the same period in 2020. After normalizing for software development costs, overall research and development expenditures decreased in the nine-month period ended September 30, 2021 compared to the same period in the prior year due to lower headcount.

During the first nine months of 2021, the Company applied for, and was granted, forgiveness for the Paycheck Protection Program loan principal and accrued interest, totaling $931,000. When offset by various other expense during the first nine months of 2021, the Company recognized other income of $925,000.

There was $96,000 of tax expense in the three months ended September 30, ~~2017~~.2021 compared to a tax benefit of $18,000 in the prior year period. There was $453,000 and $39,000 of income tax expenserecorded in the nine months ended September 30, 2021 and 2020, respectively.

Consolidated net income ~~from operations~~was $613,000, or $0.11 per basic share and diluted share, in the three-month period ended September 30, 2021 compared to a net income of $659,000, or $0.12 per basic and diluted share, in the comparable prior year period. Consolidated net income was $~~870,000~~2.5 million, or $0.47per basic and $~~1.4~~ ~~million~~diluted share, in the~~three and nine-month periods~~nine-month period endedSeptember 30, ~~2017, respectively,~~2021 compared to a net income of $~~469,000~~698,000, or $0.13per basic and $~~1.4~~ ~~million~~diluted share, in the comparable prior year ~~periods.~~ ~~Consolidated net income per basic and diluted share was $0.17~~ ~~and $0.27~~ ~~for the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2017, respectively, compared to a net income of $0.09~~ ~~and $0.27~~ ~~for the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2016, respectively.~~period.

Liquidity and Capital Resources

At September 30, ~~2017~~,2021, we had $~~2.8~~$8.5 million in cash and cash equivalents compared to $~~1.5~~$8.6 million in cash and cash equivalents at December 31, ~~2016~~.2020.

Net cash provided by operating activities ~~was $2.2~~remained constant at $1.5 million in the first nine months of ~~2017~~2021 compared to ~~net cash provided by operating activities of $427,000~~ in the same period in ~~2016~~.~~The primary reason for~~2020. To avoid any unforeseen supply chain delays, the ~~increase in net cash provided by operating activities~~Company built up finished goods inventory in the first nine months of ~~2017~~ ~~compared to the prior year period was the timing of the payment of outstanding payables and accruals. We anticipate that average receivable collection days in~~ ~~2017~~ ~~will be similar to~~ ~~2016~~ ~~and that they will not have a material impact on our liquidity.~~2021.

Net cash used for ~~continuing~~ investing activities was $~~981,000~~$186,000 for the first nine months of ~~2017~~2021 compared to net cash used for ~~continuing~~ investing activities of $~~1.7~~ ~~million~~$134,000 in the same period in ~~2016~~.2020. The ~~decrease~~increase of the amount of net cash used for ~~continuing~~ investing activities in the first nine months of ~~2017~~2021 compared to the prior year period iswas primarily the result of higher capitalized internal software development costs ~~decreasing~~ compared to the prior year period.At

Net cash used for financing activities was $1.3 million in the first nine months of 2021 compared to net cash provided by financing activities of $918,000 in the same period in 2020 due to two quarterly cash dividends of $0.12 per share to shareholders paid during the nine months ended September 30, ~~2017, approximately $38,000~~2021, whereas in the first nine months of ~~capitalized software costs were in accounts payable.Our planned additions of property~~2020, we received the proceeds from the PPP loan and ~~equipment are discretionary, and we do not expect them to exceed historical levels in~~ ~~2016~~.paid no dividends.

~~In May 2014, the Company entered into a credit agreement and related documents with Alliance Bank which provided for a revolving line of credit for the Company.~~ ~~The credit agreement and related documents with Alliance Bank (collectively, the "Alliance Credit Agreement") provided up to a $5.0~~ ~~million revolving line of credit bearing interest at a fixed annual rate of~~ ~~3.95~~%. Any advances would have been secured by the Company's inventories, accounts receivable, cash, marketable securities, and equipment. We were subject to certain covenants under the Alliance Credit Agreement. In April 2016, we entered into an agreement with Alliance Bank amending the Alliance Credit Agreement to extend the maturity date from April 1, 2016 to May 12, 2017. We chose not to renew the Alliance Credit Agreement.

We believe that cash and cash equivalents on hand at September 30, ~~2017~~,2021 and cash provided by operating activities will satisfy our projected working capital needs, investing activities, and other cash requirements for ~~the foreseeable future.~~at least one year from September 30, 2021.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

Our significant accounting policies are described in Note 1 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~.2020. The accounting policies used in preparing our interim Condensed Consolidated Financial Statements as of and for the three and nine months ended September 30, ~~2017~~2021 are set forth elsewhere in this Quarterly Report on Form 10-Q and ~~are the same as~~should be read in conjunction with those described in our Annual Report on Form 10-K.

1928

Cautionary Statement:

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange of 1934, as amended. Forward-looking statements represent our expectations or beliefs concerning future events and can be identified by the use of forward-looking words such as "expects," "believes," "may," "will," "should," "intends," "plans," "estimates," or "anticipates" or other comparable terminology. Forward-looking statements are subject to risks and uncertainties that may cause our actual results to differ materially from the results described in the forward-looking statements. Factors that might cause such differences include, but are not limited to:

our historical dependence on a single product for most of our revenue;
budget constraints by governmental entities that purchase our products, including constraints caused by declining tax revenue;
the continuing ability of Econolite to pay royalties owed;

the mix of and margin on the products we sell;
our dependence on third parties for manufacturing and marketing our products;
our dependence on single-source suppliers to meet manufacturing needs;
our failure to secure adequate protection for our intellectual property rights;
our inability to develop new applications and product enhancements;
the potential disruptive effect on the markets we serve of new and emerging technologies and applications, including vehicle-to-vehicle communications and autonomous vehicles;
unanticipated delays, costs and expenses inherent in the development and marketing of new products;
our inability to respond to low-cost local competitors;
our inability to properly manage any growth in revenue and/or production requirements;
the influence over our voting stock by affiliates;
our inability to hire and retain key scientific and technical personnel;
the effects of legal matters in which we may become involved;
our inability to achieve and maintain effective internal controls;
our inability to successfully integrate any acquisitions;
tariffs and other trade barriers;
political and economic instability, including continuing volatility in the economic and political environment of the European Union;
our inability to comply with international regulatory restrictions over hazardous substances and electronic waste; and
conditions beyond our control such as war, terrorist attacks, health epidemics (including the COVID-19 pandemic caused by the coronavirus) and economic recession.

We caution that the forward-looking statements made in this report or in other announcements made by us are further qualified by the risk factors set forth in Item 1A. toof our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~.2020.

2029

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

~~Our~~The strengthening of the U.S. dollar relative to foreign ~~sales and results of operations are subject to~~currencies decreases the ~~impact~~value of foreign ~~currency fluctuations. From time to time, we enter~~currency-denominated revenue and earnings when translated into ~~currency hedges to attempt to lower our exposure to translation gains and losses as well as to limit~~U.S. dollars. Conversely, a weakening of the ~~impact~~U.S. dollar increases the value of foreign ~~currency translation upon the consolidation of our foreign subsidiaries.~~currency-denominated revenue and earnings. A 10%10% adverse change in foreign currency rates ~~if we have not properly hedged,~~ could have a material effect on our results of operations or financial position.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of September 30, ~~2017~~,2021, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

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

2130

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

On May 5, 2016, Econolite, our exclusive North American manufacturer and distributor, served a complaint on us for a lawsuit filed by Econolite in the Superior Court of the State of California for the County of Orange. The complaint asserted claims against us under the Manufacturing, Distributing and Technology License Agreement, as amended, with Econolite (the "Econolite Agreement") for breach of contract and breach of implied covenant of good faith and fair dealing and sought specific performance related to the transition of North American RTMS sales and marketing activities from Econolite to us in July 2014. In the complaint, Econolite requested damages from us in an amount to be proven at trial and sought certain other remedies. On May 27, 2016, we removed the case to the Federal District Court, District of Central California. On November 15, 2016, Econolite and the Company entered into an Arbitration Agreement. On November 16, 2016, Econolite voluntarily dismissed all of its claims against the Company in the U.S. District Court but filed a demand for arbitration with JAMS (which is an alternative dispute resolution provider), asserting the same claims against the Company that it had asserted in the lawsuit. Arbitration commenced on November 16, 2016, and it remains ongoing. We believe that Econolite's claims are without merit, and we plan to vigorously defend against them. However, we cannot predict the outcome of this matter at this time or whether it will have a material adverse impact on our business prospects, financial condition, operating results or cash flow.

Item 1A. Risk Factors

~~Some~~Our results of ~~the risk factors to which we~~operations and ~~our business~~financial condition are subject ~~are~~to numerous risks and uncertainties described ~~in the section entitled "Item 1A. Risk Factors"~~ in our Annual Report on Form 10-K for ~~the~~our fiscal year ended December 31 ~~2016. The risks and uncertainties described~~2020, filed on March 11, 2021. You should carefully consider these risk factors in ~~our Annual Report are not~~conjunction with the ~~only risks we face. Additional risks and uncertainties not presently known to us or that our management currently deems immaterial also may impair our business operations. If~~other information contained in this Quarterly Report. Should any of ~~the~~these risks ~~described were to occur,~~materialize, our business, financial condition ~~operating results~~ and ~~cash flows~~future prospects could be ~~materially adversely affected.~~negatively impacted. As of November 11, 2021, there had been no material changes to the disclosures made in the above-referenced Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

~~None.~~

Item 3. Defaults Upon Senior Securities

None.

~~None.~~

Item 4. Mine Safety Disclosures

None.

~~None.~~

Item 5. Other Information

None.

~~None.~~

2231

Item 6. Exhibits

The following exhibits are filed as part of this Quarterly Report on Form 10-Q for the quarterly period ended September 30, ~~2017~~:2021:

Exhibit Index

Exhibit Number		Description
~~Exhibit~~ ~~Number~~2.1		~~Description~~Agreement and Plan of Merger dated as of July 20, 2021 by and among Image Sensing Systems, Inc., Autoscope Technologies Corporation, and Spruce Tree MergerCo, Inc., incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K dated July 21, 2021 filed by Autoscope Technologies Corporation (File No. 0-26056) (the "Form 8-K12B")
3.1		Restated Articles of Incorporation of Autoscope Technologies Corporation, incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 filed on August 12, 2021 (File No. 0-26056) (the "Second Quarter 2021 Form 10-Q").
3.2		Bylaws of Autoscope Technologies Corporation, incorporated by reference to Exhibit 3.2 to the Form 8-K12B (File No. 0-26056).
3.3		Certificate of Designation of Series A Junior Participating Preferred Stock of Autoscope Technologies Corporation, included in Exhibit 3.1 to the Second Quarter 2021 Form 10-Q (File No. 0-26056).
4.1		Amended and Restated Rights Agreement dated July 21, 2021, among Autoscope Technologies Corporation, Continental Stock Transfer & Stock Company, as rights agent, and only with respect to Section 37 thereof, Image Sensing Systems, Inc., incorporated by reference to Exhibit 4.1 to the Form 8-K12B (File No. 0-26056).
4.2		Specimen Stock Certificate of Autoscope Technologies Corporation, incorporated by reference to Exhibit 4.2 to the Form 8-K12B (File No. 0-26056).
10.1		Promissory Note, between BMO Harris Bank N.A. and Image Sensing Systems, Inc., dated as of April 17, 2020, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 23, 2020 (File No. 0-26056).
10.2		Amendment XIV to Office Lease Agreement by and between Spruce Tree Centre L.L.P. and Image Sensing Systems, Inc., dated as of June 17, 2020, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated June 19, 2020 (File No. 0-26056).
10.3		Amendment XV to Office Lease Agreement by and between Spruce Tree Centre L.L.P. and Image Sensing Systems, Inc., dated as of July 28, 2021, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated July 30, 2021 filed by Autoscope Technologies Corporation (File No. 0-26056).
10.4		Assignment and Assumption Agreement, dated as of July 21, 2021 by and between Image Sensing Systems, Inc. and Autoscope Technologies Corporation, incorporated by reference to Exhibit 10.1 to the Form 8-K12B (File No. 0-26056).
10.5		Purchase Agreement dated August 27, 2021 between Image Sensing Systems, Inc. and T&Z Family Limited Partnership, incorporated by reference to the Current Report on Form 8-K dated September 2, 2021 filed by Autoscope Technologies Corporation (File No. 0-26056).
10.6		First Amendment to Purchase Agreement dated as of October 26, 2021 between Image Sensing Systems, Inc. and T&Z Family Limited Partnership, incorporated by reference to the Current Report on Form 8-K dated November 9, 2021 filed by Autoscope Technologies Corporation (File No. 0-26056).
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2
~~31.2~~		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1
~~32.1~~		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2
~~32.2~~		Certification of Chief Financial Officer Pursuant to Section 906 of the ~~Sarbanes-Oxley~~Sarbanes-Oxley Act of 2002 (filed herewith).
101
~~101~~		The following financial information from the Quarterly Report on Form 10-Q for the quarter ended September 30, ~~2017,~~2021, formatted in ~~XBRL (Extensible~~iXBRL (Inline Extensible Business Reporting Language), (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statements (filed herewith).

2332

SIGNATURES

~~SIGNATURES~~

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	~~Image Sensing Systems, Inc.~~Autoscope Technologies Corporation

Dated: November ~~13, 2017~~15, 2021	By:	/s/ ~~Chad A. Stelzig~~Andrew T. Berger
		~~Chad A. Stelzig~~Andrew T. Berger
		President and Chief Executive Officer
		(Principal Executive Officer)


Dated: November ~~13, 2017~~15, 2021	By:	/s/ ~~Richard A. Ehrich~~Frank G. Hallowell
		~~Richard A. Ehrich~~Frank G. Hallowell
		Chief Financial Officer
			~~(Principal~~(Principal Financial Officer
		and Principal Accounting Officer)

2433

~~EXHIBIT INDEX~~


~~Exhibit No.~~		~~Description~~


~~31.1~~		~~Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).~~

~~31.2~~		~~Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).~~

~~32.1~~		~~Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).~~

~~32.2~~		~~Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).~~

~~101~~		~~The following financial information from the Quarterly Report on Form 10-Q for the quarter ended September~~ ~~30, 2017~~, formatted in XBRL (Extensible Business Reporting Language), (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statements (filed herewith).

	September 30,
	2017			December 31,
	(Unaudited)			2016
ASSETS
Current assets:
Cash and cash equivalents	$	2,756		$	1,547
Accounts receivable, net of allowance for doubtful accounts of $83 and $90, respectively		3,091			3,011
Inventories		426			141
Prepaid expenses and other current assets		396			281
Total current assets		6,669			4,980

Property and equipment:
Furniture and fixtures		493			486
Leasehold improvements		430			426
Equipment		3,849			3,561
		4,772			4,473
Accumulated depreciation		4,349			4,102
		423			371

Intangible assets, net		3,396			2,795
Deferred income taxes		63			58
TOTAL ASSETS	$	10,551		$	8,204

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	827		$	256
Warranty		987			1,223
Accrued compensation		214			193
Other current liabilities		648			323
Total current liabilities		2,676			1,995
TOTAL LIABILITIES		2,676			1,995

Shareholders' equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized, none issued or outstanding		—			—
Common stock, $0.01 par value; 20,000,000 shares authorized, 5,189,518 and 5,094,473
issued and outstanding at September 30, 2017 and December 31, 2016, respectively		51			50
Additional paid-in capital		24,283			24,055
Accumulated other comprehensive loss		(316	)		(363	)
Accumulated deficit		(16,143	)		(17,533	)
Total shareholders' equity		7,875			6,209
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	10,551		$	8,204

See accompanying notes to the condensed consolidated financial statements.

	December 31, 2016
								Weighted
	Gross					Net		Average
	Carrying		Accumulated			Carrying		Useful Life
	Amount		Amortization			Value		(in Years)
Developed technology	$	3,900	$	(3,900	)	$	—	—
Vision development costs		2,885		(90	)		2,795	8.0
	$	6,785	$	(3,990	)	$	2,795	8.0

	Number of Shares			Weighted Average Grant Date Fair Value
Awards outstanding December 31, 2016	—		$	—
Granted	95,045			3.08
Vested	(63,045	)		3.15
Expired	—			—
Forfeited	—			—
Awards outstanding at September 30, 2017	32,000		$	2.95

				Facility Costs
	Termination			and Contract
	Benefits			Termination		Total

Balance at January 1, 2016	$	—		$	—	$	—
Charges		126			—		126
Payments/settlements		—			—		—
Balance at March 31, 2016	$	126		$	—	$	126

Payments/settlements		(93	)		—		(93	)
Balance at June 30, 2016	$	33		$	—	$	33
Payments/settlements		(33	)		—		(33	)
Balance at September 30, 2016		—			—		—