United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark (Mark One)
☑ | Quarterly Report UNDER Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended June 30, 2016March 31, 2017
OR
☐ | Transition Report UNDER Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from _________ to ____________
Commission file number 1-9330
INTELLIGENT SYSTEMS CORPORATION
|
(Exact name of registrant as specified in its charter) |
Georgia | 58-1964787 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
|
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4355 Shackleford Road, Norcross, Georgia | 30093 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(770) 381-2900
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
IndicateIndicated by check mark whether the registrant has submitted electronically and posted on its corporate Web site,Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” accelerated filer”“accelerated filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ |
| Accelerated filer | ☐ |
Non-accelerated filer |
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| Smaller reporting company | ☑ |
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 Exchange Act). Yes ☐ No ☑
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of July 31, 2016, 8,731,299April 30, 2017, 8,743,299 shares of Common Stock of the issuer were outstanding.
Intelligent Systems Corporation
Index
Form 10-Q
Page | ||
Part I | Financial Information | |
Item 1 | Financial Statements | |
Consolidated Balance Sheets at | 3 | |
Consolidated Statements of Operations for the three | 4 | |
Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2017 and | 4 | |
Consolidated Statements of Cash Flows for the |
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Notes to Consolidated Financial Statements |
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Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 4 | Controls and Procedures |
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Part II | Other Information | |
Item 6 | Exhibits |
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Signatures |
| 13 |
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Ex. 3.1 | Amended and Restated Articles of Incorporation of the Registrant dated May 4, 2011 (Incorporated by reference to Exhibit 3.(1) to the Registrant’s Form 10-Q for the period ended March 31, 2011). |
Ex. 3.2 | Bylaws of the Registrant dated December 7, 2007. (Incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K dated December 7, |
Ex. 31.1 | Section 302 Certification of Chief Executive Officer |
Ex. 31.2 | Section 302 Certification of Chief Financial Officer |
Ex. 32.1 | Section 906 Certification of Chief Executive Officer and Chief Financial Officer |
Ex.101.INS** | XBRL Instance | |
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Ex.101.SCH** | XBRL Taxonomy Extension Schema | |
Ex.101.CAL** | XBRL Taxonomy Extension Calculation | |
Ex 101.DEF** | XBRL Taxonomy Extension Definitions | |
Ex.101.LAB** | XBRL Taxonomy Extension Labels | |
Ex.101.PRE** | XBRL Taxonomy Extension Presentation |
** |
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Part I Financial Information
Item1. Financial Statements
Intelligent Systems Corporation
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
Asof | June 30, 2016 | December 31, 2015 | March 31, 2017 | December 31, 2016 | ||||||||||||
(unaudited) | (audited) | |||||||||||||||
ASSETS | (unaudited) | (audited) | ||||||||||||||
Current assets: | ||||||||||||||||
Cash | $ | 16,843 | $ | 18,059 | $ | 16,505 | $ | 17,724 | ||||||||
Marketable securities | 418 | 396 | 431 | 418 | ||||||||||||
Accounts receivable, net | 532 | 962 | 758 | 1,329 | ||||||||||||
Other current assets | 1,201 | 2,846 | 1,311 | 1,160 | ||||||||||||
Restricted cash | 2,200 | 2,200 | ||||||||||||||
Total current assets | 21,194 | 24,463 | 19,005 | 20,631 | ||||||||||||
Investments | 245 | 1,015 | 1,262 | 1,272 | ||||||||||||
Property and equipment, at cost less accumulated depreciation | 650 | 636 | 647 | 700 | ||||||||||||
Other long-term assets | 118 | 59 | 81 | 101 | ||||||||||||
Total assets | $ | 22,207 | $ | 26,173 | $ | 20,995 | $ | 22,704 | ||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
Current liabilities: | ||||||||||||||||
Accounts payable | $ | 122 | $ | 78 | $ | 106 | $ | 301 | ||||||||
Deferred revenue, current portion | 2,157 | 1,830 | 1,338 | 1,474 | ||||||||||||
Accrued payroll | 648 | 495 | 578 | 515 | ||||||||||||
Accrued expenses | 28 | 25 | 74 | 43 | ||||||||||||
Other current liabilities | 279 | 243 | 326 | 1,338 | ||||||||||||
Liabilities from discontinued operations | -- | 120 | ||||||||||||||
Total current liabilities | 3,234 | 2,791 | 2,422 | 3,671 | ||||||||||||
Deferred revenue, net of current portion | 131 | 195 | 69 | 85 | ||||||||||||
Other long-term liabilities | 18 | 18 | 18 | 18 | ||||||||||||
Intelligent Systems Corporation stockholders’ equity: | ||||||||||||||||
Common stock, $0.01 par value, 20,000,000 shares authorized, 8,731,299 issuedand outstanding at June 30, 2016 and December 31, 2015 | 87 | 87 | ||||||||||||||
Common stock, $0.01 par value, 20,000,000 shares authorized, 8,743,299 issued and outstanding at March 31, 2017 and December 31, 2016 | 87 | 87 | ||||||||||||||
Additional paid-in capital | 17,829 | 20,875 | 14,839 | 17,864 | ||||||||||||
Accumulated other comprehensive loss | (161 | ) | (184 | ) | (133 | ) | (163 | ) | ||||||||
Retained earnings | 4,115 | 5,270 | ||||||||||||||
Accumulated income | 3,693 | 4,158 | ||||||||||||||
Total Intelligent Systems Corporation stockholders’ equity | 21,870 | 26,048 | 18,486 | 21,946 | ||||||||||||
Noncontrolling interest | (3,046 | ) | (2,879 | ) | -- | (3,016 | ) | |||||||||
Total stockholders’ equity | 18,824 | 23,169 | 18,486 | 18,930 | ||||||||||||
Total liabilities and stockholders’ equity | $ | 22,207 | $ | 26,173 | $ | 20,995 | $ | 22,704 |
The accompanying notes are an integral part of these consolidated financial statements.
Intelligent Systems Corporation
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited,in thousands, except share and per share amounts)
Three Months Ended June 30, | Six Months Ended June 30, | Three MonthsEndedMarch 31, | ||||||||||||||||||||||
2016 | 2015 | 2016 | 2015 | 2017 | 2016 | |||||||||||||||||||
Revenue | ||||||||||||||||||||||||
Products | $ | 149 | $ | 139 | $ | 378 | $ | 275 | $ | 202 | $ | 230 | ||||||||||||
Services | 1,401 | 1,069 | 2,818 | 2,002 | 1,550 | 1,417 | ||||||||||||||||||
Total net revenue | 1,550 | 1,208 | 3,196 | 2,277 | 1,752 | 1,647 | ||||||||||||||||||
Cost of revenue | ||||||||||||||||||||||||
Products | 58 | 52 | 122 | 112 | 56 | 64 | ||||||||||||||||||
Services | 719 | 626 | 1,367 | 1,170 | 847 | 647 | ||||||||||||||||||
Total cost of revenue | 777 | 678 | 1,489 | 1,282 | 903 | 711 | ||||||||||||||||||
Expenses | ||||||||||||||||||||||||
Marketing | 99 | 52 | 195 | 123 | 79 | 96 | ||||||||||||||||||
General and administrative | 383 | 725 | 939 | 1,093 | 481 | 556 | ||||||||||||||||||
Research and development | 611 | 718 | 1,256 | 1,412 | 787 | 645 | ||||||||||||||||||
Loss from operations | (320 | ) | (965 | ) | (683 | ) | (1,633 | ) | (498 | ) | (361 | ) | ||||||||||||
Other income (loss) | 21 | 27 | (642 | ) | 29 | 33 | (664 | ) | ||||||||||||||||
Loss from continuing operations before income taxes | (299 | ) | (938 | ) | (1,325 | ) | (1,604 | ) | ||||||||||||||||
Loss before income taxes | (465 | ) | (1,025 | ) | ||||||||||||||||||||
Income taxes | (2 | ) | -- | (3 | ) | 3 | -- | (1 | ) | |||||||||||||||
Loss from continuing operations | (297 | ) | (938 | ) | (1,322 | ) | (1,607 | ) | ||||||||||||||||
Gain (loss) on sale of discontinued operations, net of taxes | -- | (20 | ) | -- | 18,726 | |||||||||||||||||||
Loss from discontinued operations, net of taxes | -- | -- | -- | (3 | ) | |||||||||||||||||||
Net income (loss) | (297 | ) | (958 | ) | (1,322 | ) | 17,116 | |||||||||||||||||
Net loss | (465 | ) | (1,024 | ) | ||||||||||||||||||||
Net loss attributable to noncontrolling interest | 80 | 165 | 167 | 388 | -- | 87 | ||||||||||||||||||
Net income (loss) attributable to Intelligent SystemsCorporation | $ | (217 | ) | $ | (793 | ) | $ | (1,155 | ) | $ | 17,504 | |||||||||||||
Net loss attributable to Intelligent Systems Corporation | $ | (465 | ) | $ | (937 | ) | ||||||||||||||||||
Earnings (loss) per share attributable to Intelligent Systems Corporation: | ||||||||||||||||||||||||
Basic: Continuing operations | $ | (0.02 | ) | $ | (0.09 | ) | $ | (0.13 | ) | $ | (0.14 | ) | ||||||||||||
Discontinued operations | -- | -- | -- | 2.11 | ||||||||||||||||||||
Earnings (loss) per share | $ | (0.02 | ) | $ | (0.09 | ) | $ | (0.13 | ) | $ | 1.97 | |||||||||||||
Diluted: Continuing operations | $ | (0.02 | ) | $ | (0.09 | ) | $ | (0.13 | ) | $ | (0.14 | ) | ||||||||||||
Discontinued operations | -- | -- | -- | 2.09 | ||||||||||||||||||||
Earnings (loss) per share | $ | (0.02 | ) | $ | (0.09 | ) | $ | (0.13 | ) | $ | 1.95 | |||||||||||||
Basic | $ | (0.05 | ) | $ | (0.11 | ) | ||||||||||||||||||
Diluted | $ | (0.05 | ) | $ | (0.11 | ) | ||||||||||||||||||
Basic weighted average common shares outstanding | 8,731,299 | 8,806,875 | 8,731,299 | 8,882,452 | 8,743,299 | 8,731,299 | ||||||||||||||||||
Diluted weighted average common shares outstanding | 8,731,299 | 8,806,875 | 8,731,299 | 8,977,839 | 8,743,299 | 8,731,299 | ||||||||||||||||||
Net income (loss) attributable to Intelligent Systems Corporation: | ||||||||||||||||||||||||
Loss from continuing operations | $ | (217 | ) | $ | (773 | ) | $ | (1,155 | ) | $ | (1,219 | ) | ||||||||||||
Income (loss) from discontinued operations | -- | (20 | ) | -- | 18,723 | |||||||||||||||||||
Net income (loss) attributable to Intelligent Systems Corporation | $ | (217 | ) | $ | (793 | ) | $ | (1,155 | ) | $ | 17,504 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands)
Three Months Ended March 31, | ||||||||
2017 | 2016 | |||||||
Net Loss | $ | (465 | ) | $ | (1,024 | ) | ||
Other comprehensive income (loss): | ||||||||
Foreign currency translation adjustments | (8 | ) | (4 | ) | ||||
Unrealized gain on available-for-sale marketable securities | 16 | 10 | ||||||
Total comprehensive loss | (457 | ) | (1,018 | ) | ||||
Comprehensive loss attributable to noncontrolling interest | -- | 87 | ||||||
Comprehensive loss attributable to Intelligent Systems Corporation | $ | (457 | ) | $ | (931 | ) |
The accompanying notes are an integral part of these consolidated financial statements.
Intelligent Systems Corporation
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands)
Three Months Ended June 30, | Six Months EndedJune 30, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Net income (loss) | $ | (297 | ) | $ | (958 | ) | $ | (1,322 | ) | $ | 17,116 | |||||
Other comprehensive income (loss): | ||||||||||||||||
Foreign currency translation adjustments | 4 | (1 | ) | 1 | (6 | ) | ||||||||||
Unrealized gain (loss) on available-for-sale marketablesecurities | 13 | (20 | ) | 22 | (18 | ) | ||||||||||
Total comprehensive income (loss) | (280 | ) | (979 | ) | (1,299 | ) | 17,092 | |||||||||
Comprehensive loss attributable to noncontrolling interest | 80 | 165 | 167 | 388 | ||||||||||||
Comprehensive income (loss) attributable toIntelligent Systems Corporation | $ | (200 | ) | $ | (814 | ) | $ | (1,132 | ) | $ | 17,480 |
The accompanying notes are an integral part of these consolidated financial statements.
Intelligent Systems Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Six Months EndedJune 30, | Three Months EndedMarch 31, | |||||||||||||||
CASH PROVIDED BY (USED FOR): | 2016 | 2015 | 2017 | 2016 | ||||||||||||
OPERATING ACTIVITIES: | ||||||||||||||||
Net income (loss) | $ | (1,322 | ) | $ | 17,116 | |||||||||||
Income from discontinued operations | -- | (18,723 | ) | |||||||||||||
Net loss from continuing operations | (1,322 | ) | (1,607 | ) | ||||||||||||
Net loss | $ | (465 | ) | $ | (1,024 | ) | ||||||||||
Adjustments to reconcile net loss from continuing operations to net cash used for operating activities: | Adjustments to reconcile net loss from continuing operations to net cash used for operating activities: | |||||||||||||||
Depreciation and amortization | 111 | 86 | 101 | 59 | ||||||||||||
Stock-based compensation expense | 10 | 8 | 13 | 5 | ||||||||||||
Non-cash investment expense | 750 | -- | 3 | 700 | ||||||||||||
Equity in loss of affiliate company | 19 | 20 | 10 | 6 | ||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||||
Accounts receivable | 431 | (41 | ) | 571 | (2 | ) | ||||||||||
Other current assets | (603 | ) | 105 | (151 | ) | (225 | ) | |||||||||
Other long-term assets | (59 | ) | 15 | 20 | 15 | |||||||||||
Accounts payable | 44 | (20 | ) | (195 | ) | 113 | ||||||||||
Accrued payroll | 153 | 13 | 63 | 94 | ||||||||||||
Deferred revenue, current portion | 327 | 289 | (136 | ) | 144 | |||||||||||
Accrued expenses | 3 | 4 | 31 | 10 | ||||||||||||
Other current liabilities | 36 | (37 | ) | (12 | ) | 32 | ||||||||||
Deferred revenue, net of current portion | (64 | ) | (4 | ) | (16 | ) | (90 | ) | ||||||||
Other long-term liabilities | -- | (18 | ) | |||||||||||||
Net cash used for operating activities | (164 | ) | (1,187 | ) | (163 | ) | (163 | ) | ||||||||
INVESTING ACTIVITIES: | ||||||||||||||||
Purchases of property and equipment | (125 | ) | (217 | ) | (48 | ) | (95 | ) | ||||||||
Proceeds from sale of long-term investment | 2,248 | -- | -- | 2,248 | ||||||||||||
Purchase of long-term investment | -- | (80 | ) | (1,000 | ) | -- | ||||||||||
Net cash provided by (used for) investing activities | 2,123 | (297 | ) | (1,048 | ) | 2,153 | ||||||||||
FINANCING ACTIVITIES: | ||||||||||||||||
FINANCINGActivities: | ||||||||||||||||
Distribution of dividend to stockholders | (3,056 | ) | -- | -- | (3,056 | ) | ||||||||||
Sale of capital stock pursuant to exercise of option | -- | 8 | ||||||||||||||
Repurchase of capital stock pursuant to tender offer | -- | (692 | ) | |||||||||||||
Net cash used for financing activities | (3,056 | ) | (684 | ) | -- | (3,056 | ) | |||||||||
Net cash provided by (used for) operating activities from discontinued operations | (120 | ) | (204 | ) | ||||||||||||
Net cash provided by (used for) investing activities from discontinued operations | -- | 18,202 | ||||||||||||||
Net cash provided by (used for) discontinued operations | (120 | ) | 17,998 | |||||||||||||
Net cash used for operating activities of discontinued operations | -- | (120 | ) | |||||||||||||
Effects of exchange rate changes on cash | 1 | (6 | ) | (8 | ) | (5 | ) | |||||||||
Net increase (decrease) in cash | (1,216 | ) | 15,824 | |||||||||||||
Net decrease in cash | (1,219 | ) | (1,191 | ) | ||||||||||||
Cash at beginning of period | 18,059 | 2,624 | 17,724 | 18,059 | ||||||||||||
Cash at end of period | $ | 16,843 | $ | 18,448 | $ | 16,505 | $ | 16,868 | ||||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||||||||||
Cash paid during the period for income taxes | $ | 120 | $ | -- | $ | -- | $ | 120 |
The accompanying notes are an integral part of theseConsolidated Financial Statements.
Intelligent Systems Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. | Throughout this report, the terms “we”, “us”, “ours”, “ISC” and “company” refer to Intelligent Systems Corporation, including its wholly-owned and majority-owned subsidiaries. The unaudited Consolidated Financial Statements presented in this Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States applicable to interim financial statements. Accordingly, they do not include all of the information and notes required for complete financial statements. In the opinion of ISC management, these Consolidated Financial Statements contain all adjustments (which comprise only normal and recurring accruals) necessary to present fairly the financial position and results of operations as of and for the three |
2. |
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The following condensed financial information is provided for the ChemFree discontinued operations for the periods shown:
Three Months Ended June 30, | Six Months EndedJune 30, | |||||||||||||||
(unaudited, in thousands) | 2016 | 2015 | 2016 | 2015 | ||||||||||||
Net sales | $ | -- | $ | -- | $ | -- | $ | 2,902 | ||||||||
Operating loss | -- | -- | -- | (3 | ) | |||||||||||
Net income before income taxes | -- | -- | -- | 6 | ||||||||||||
Income taxes | -- | -- | -- | 9 | ||||||||||||
Net loss from discontinued operations | $ | -- | $ | -- | $ | -- | $ | (3 | ) |
The only liabilities of discontinued operations, presented separately on the balance sheet as of December 31, 2015, consist of $120,000 in current tax liabilities, which were paid before June 30, 2016.
| Investment Write-down –In the quarter ended March 31, 2016, we recorded an impairment charge of $700,000 to reduce the carrying value of our minority equity ownership in Lumense, Inc., an early stage sensor technology company, to $50,000. Subsequently, in the quarter ended June 30, 2016, we recorded an additional impairment charge of $50,000 to fully write-down our minority equity ownership in Lumense, Inc. to zero. Given |
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3. | Stock-based Compensation –At |
As of June 30, 2016,March 31, 2017, there is $42,000$89,000 of unrecognized compensation cost related to stock options. During the quarter ended June 30, 2016, an aggregate of 12,000No options were granted toduring the three independent members of our board of directors pursuant to the 2011 Non-Employee Director Stock Option Plan (Director Plan). Pursuant to the terms of the Director Plan, the options were granted at fair value on the date of the Annual Shareholders meeting.
months ended March 31, 2017. The following table summarizes stock options as of June 30, 2016:March 31, 2017:
# of Shares | Wgt Avg Exercise Price | Wgt Avg Remaining Contractual Life in Years | Aggregate Value | |||||||||||||
Outstanding at June 30, 2016 | 286,500 | $ | 1.83 | 5.2 | $ | 541,530 | ||||||||||
Vested and exercisable at June 30, 2016 | 268,500 | $ | 1.74 | 4.9 | $ | 534,390 |
# of Shares | Wgt Avg Exercise Price | Wgt Avg Remaining Contractual Life in Years | Aggregate Value | |||||||||||||
Outstanding at March 31, 2017 | 304,500 | $ | 2.06 | 5.0 | $ | 742,020 | ||||||||||
Vested and exercisable at March 31, 2017 | 256,500 | $ | 1.76 | 4.2 | $ | 702,540 |
The estimated fair value of options granted is calculated using the Black-Scholes option pricing model with assumptions as previously disclosed in our 20152016 Form 10-K.
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the company’s closing stock price on the last trading day of the secondfirst quarter of 20162017 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on June 30, 2016.March 31, 2017. The amount of aggregate intrinsic value will change based on the fairmarket value of the company’s stock.
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4. | Fair Value of Financial Instruments–The carrying value of cash, marketable securities, accounts receivable, accounts payable and certain other financial instruments (such as |
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash, marketable securities and trade accounts. Our available cash is held in accounts managed by third-party financial institutions. Cash may exceed the Federal Deposit Insurance Corporation, or FDIC, insurance limits. While we monitor cash balances on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, we have experienced no loss or lack of access to our cash; however, we can provide no assurances that access to our cash will not be impacted by adverse conditions in the financial markets.
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5. | Fair Value Measurements–In determining fair value, the |
GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable input be used when available. Observable inputs are based on data obtained from sources independent of the company that market participants would use in pricing the asset or liability. Unobservable inputs are inputs that reflect the company’s assumptions about the estimates market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
The hierarchy is measured in three levels based on the reliability of inputs:
• Level 1
Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments.
• Level 2
Valuations based on quoted prices in less active, dealer or broker markets. Fair values are primarily obtained from third party pricing services for identical or comparable assets or liabilities.
• Level 3
Valuations derived from other valuation methodologies, including pricing models, discounted cash flow models and similar techniques, and not based on market, exchange, dealer, or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections that are not observable in the market and significant professional judgment is needed in determining the fair value assigned to such assets or liabilities.
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.
Our available-for-sale investments are classified within levelLevel 1 of the valuation hierarchy.
The fair value of equity method and cost method investments has not been determined as it was impracticable to do so due to the fact that the investee companies are relatively small, early stage private companies for which there is no comparable valuation data available without unreasonable time and expense.
| Concentration of Revenue–The following table indicates the percentage of consolidated revenue represented by each customer that represented more than 10 percent of consolidated revenue in the three |
Three Months Ended March 31, | ||||||||
2017 | 2016 | |||||||
Customer A | 11.6% | 23.1% | ||||||
Customer B | 13.6% | 1.9% | ||||||
Customer C | 15.2% | 9.4% | ||||||
Customer D | 14.5% | 14.7% |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Customer A | 14.7 | % | 24.9 | % | 19.0 | % | 23.7 | % | ||||||||
Customer B | 15.5 | % | 15.4 | % | 12.4 | % | 19.0 | % | ||||||||
Customer C | 10.6 | % | 8.3 | % | 9.5 | % | 8.6 | % | ||||||||
Customer D | 14.9 | % | -- | 14.8 | % | -- |
| Commitments and Contingencies – |
8. | Stockholders’Equity– On December 30, 2016, Intelligent Systems and its wholly owned subsidiary CoreCard MergerSub, Inc. entered into an Agreement and Plan of Merger with CoreCard Software, Inc., our majority owned subsidiary, providing for the recapitalization of CoreCard. Pursuant to the Merger Agreement, MergerSub merged with and into CoreCard on January 1, 2017. As a result of the merger, we now own 100% of the outstanding shares of CoreCard. As such, beginning in the quarter ended March 31, 2017, we no longer reduce income or losses by the amount that had been allocable in prior periods to the non-controlling common stock interest in CoreCard. |
As a result of the recapitalization of CoreCard, we recorded the following adjustments to our shareholders’ equity to eliminate the minority interest component. There was no impact on the statement of operations for the period ended March 31, 2017.
As of | As of | |||||||||||
(in thousands) | December 31, 2016 | Adjustments | January 1, 2017 | |||||||||
Intelligent Systems Corporation stockholders’ equity: | ||||||||||||
Common stock | $ | 87 | $ | -- | $ | 87 | ||||||
Additional paid-in capital | 17,864 | (3,038 | ) | 14,826 | ||||||||
Accumulated other comprehensive loss | (163 | ) | 22 | (141 | ) | |||||||
Accumulated income | 4,158 | -- | 4,158 | |||||||||
Total Intelligent Systems Corporation stockholders’ equity | 21,946 | (3,016 | ) | 18,930 | ||||||||
Noncontrolling interest | (3,016 | ) | 3,016 | -- | ||||||||
Total stockholders’ equity | $ | 18,930 | $ | -- | $ | 18,930 |
9. | Income Taxes –We recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are recognized, net of a valuation allowance, for the estimated future tax effects of deductible temporary differences and tax credit carry-forwards. A valuation allowance against deferred tax assets is recorded when, and if, based upon available evidence, it is more likely than not that some or all deferred tax assets will not be realized. |
There were no unrecognized tax benefits at June 30, 2016March 31, 2017 and December 31, 2015.2016. Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. There were no accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the periods presented. We have determined we have no uncertain tax positions.
We file a consolidated U.S. federal income tax return for all subsidiaries in which our ownership equals or exceeds 80%, as well as individual subsidiary returns in various states and foreign jurisdictions. With few exceptions we are no longer subject to U.S. federal, state and local or foreign income tax examinations by taxing authorities for years before 2012.2013.
10. | RecentAccounting Pronouncements – |
In March 2016, the FASB issued ASU 2016-08 – Revenue from Contracts with Customers (Topic 606) related to reporting revenue gross versus net, or principal versus agent considerations. This pronouncement is meant to clarify the guidance in FASB ASU 2014-09, Revenue from Contracts with Customers, as it pertains to principal versus agent considerations. Specifically, the guidance addresses how entities should identify goods and services being provided to a customer, the unit of account for a principal versus agent assessment, how to evaluate whether a good or service is controlled before being transferred to a customer, and how to assess whether an entity controls services performed by another party. The pronouncement has the same effective date as the new revenue standard, which is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. We are currently evaluating the effect on our consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09 – Compensations – Stock Compensation (Topic 718) related to simplifications of employee share-based payment accounting. This pronouncement eliminates the APIC pool concept and requires that excess tax benefits and tax deficiencies be recorded in the income statement when awards are settled. The pronouncement also addresses simplifications related to statement of cash flows classification, accounting for forfeitures, and minimum statutory tax withholding requirements. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016. We are currently evaluating the effect on our consolidated financial statements.
In April 2016, the FASB issued ASU 2016-10 – Revenue from Contract with Customers (Topic 606) related to identifying performance obligations and licensing. This pronouncement is meant to clarify the guidance in FASB ASU 2014-09, Revenue from Contracts with Customers. Specifically, the guidance addresses an entity’s identification of its performance obligations in a contract, as well as an entity’s evaluation of the nature of its promise to grant a license of intellectual property and whether or not that revenue is recognized over time or at a point in time. The pronouncement has the same effective date as the new revenue standard, which is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. We are currently evaluating the effect on our consolidated financial statements.
In May 2016, the FASB issued ASU 2016-12 – Revenue from Contracts with Customers (Topic 606) related to narrow scope improvements. This pronouncement is meant to clarify the guidance in FASB ASU 2014-09, Revenue from Contracts with Customers. The amendments in this update do not change the core principle of the guidance in Topic 606, but rather, the amendments in this update affect certain aspects of Topic 606 which include: assessing the collectability criterion, accounting for contracts that do not meet certain criteria, presentation of sales taxes and other similar taxes collected from customers, noncash consideration, contract modifications, and completed contracts. The pronouncement has the same effective date as the new revenue standard, which is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. We are currently evaluating the effect on our consolidated financial statements.
We have considered all other recently issued accounting pronouncements and do not believe the adoption of such pronouncements will have a material impact on our Consolidated Financial Statements.
11. | Subsequent Event–We have evaluated subsequent events through the date when these financial statements were issued and are not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on our Consolidated Financial Statements. |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
In addition to historical information, this Form 10-Q may contain forward-looking statements relating to ISC. All statements, trend analyses and other information relative to markets for our products and trends in revenue, gross margins and anticipated expense levels, as well as other statements including words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, and “intend”, and other similar expressions, constitute forward-looking statements. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties including those factors described below under “Factors That May Affect Future Operations”, and that actual results may differ materially from those contemplated by such forward-lookingstatements. ISC undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results.
For purposes of this discussion and analysis, we are assuming and relying upon the reader’s familiarity with the information contained in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Form 10-K for the year ended December 31, 20152016 as filed with the Securities and Exchange Commission.
Overview
The results reported reflect the effect of the sale of ChemFree subsidiary on March 31, 2015, as explained in more detail in Note 2 to the Consolidated Financial Statements. Our consolidated continuing operations consist of our CoreCard Software subsidiary and its affiliate companies in Romania and India, as well as the corporate office which provides significant administrative, human resources and executive management support to CoreCard.
We provide technology solutions and processing services to the financial services market, commonly referred to as the FinTech industry. We offer processing services as an alternative for customers who prefer to outsource this function instead of licensing our software and running the application in-house. We derive ourproduct revenue from licensing our comprehensive suite of financial transaction management software to accounts receivable businesses, financial institutions, retailers and processors to manage their credit and debit cards, prepaid cards, private label cards, fleet cards, loyalty programs, and accounts receivable and small loan transactions. Ourservice revenue consists of fees for software maintenance and support for licensed software products, fees for processing services that we provide to companies that outsource their financial transaction processing functions to us, and professional services primarily for software customizations provided to both license and processing customers.
We have frequently recognized consolidated operating losses on a quarterly and annual basis and may continueare likely to do so in the foreseeable future. We may report operating profits on an irregular basis and our results vary in part depending on the size and number of software licenses with revenue recognized in a particular period and the level of expenses incurred to support existing customers and development and sales activities. A significant portion of our expense is related to personnel, including approximately 245270 employees located in India and Romania. In addition, we offer processing services as an alternative for customers who prefer to outsource this function instead of licensing our software and running the application in-house. We may continueare likely to incur losses in the near future because revenue for processing services is spread out over multi-year contracts andwhile we continueare currently investing in the infrastructure, resources, processes and software features to support this developing business. In addition, we have certain corporate office expenses associated with being a public company that impact our operating results, even though our main operating entity, CoreCard, is likely to operate at breakeven or be profitable.results.
Our revenue fluctuates from period to period and our results are not necessarily indicative of the results to be expected in future periods. It is difficult to predict the level of consolidated revenue on a quarterly or annual basis for a number of reasons, including the following:
● | Software license revenue in a given period may consist of a relatively small number of contracts and contract values can vary considerably depending on the software product and scope of the license sold. Consequently, even minor delays in delivery under a software contract (which may be out of our control) could have a significant and unpredictable impact on the consolidated revenue that we recognize in a given quarterly or annual period. |
● | Customers may decide to postpone or cancel a planned implementation of our software for any number of reasons, which may be unrelated to our software or contract performance, but which may affect the amount, timing and characterization of our deferred and/or recognized revenue. |
● | Customers typically require our professional services to modify or enhance their CoreCard software implementation based on their specific business strategy and operational requirements, which vary from customer to customer and period to period. |
● | The timing of new processing customer implementations is often dependent on third party approvals or processes which are typically not under our direct control. |
Results of Operations
The following discussion should be read in conjunction with the Consolidated Financial Statements and the notes to Consolidated Financial Statements presented in this quarterly report. The results for 2015 reflect the former ChemFree subsidiary as a discontinued operation.
Revenue– Total revenue from continuing operations in the three andmonth period ended March 31, 2017 was $1,752,000 which represents a six month periods ended June 30, 2016 was $1,550,000 and $3,196,000, respectively, which represent increasespercent increase over the first quarter of 28 percent and 40 percent compared to the respective periods in 2015.2016.
● | Revenue fromproducts, which includes software license fees (and, in some cases monthly support fees when the license and support fees are bundled) was |
● | Revenue from |
Cost of Revenue– Total cost of revenue was 5052 percent and 4743 percent of total revenue respectively, in the three month period ended March 31, 2017 and six month periods ended June 30, 2016, compared to 56 percent of total revenue for both corresponding periods in 2015.respectively.
● | Cost ofproduct revenue as a percent of product revenue was |
● | Cost ofservice revenue as a percentage of total service revenue was |
Operating Expenses – In the three and six month periodsperiod ended June 30, 2016,March 31, 2017, total operating expenses from continuing operations were lowerfour percent greater than in the corresponding periodscomparable period in 2015 by 27 percent and 9 percent, respectively.2016. Marketing expenses were higherdecreased by $47,000$17,000 due to less usage of marketing consultants for CoreCard in 2017. General and $72,000, respectively, forAdministrative expenses decreased by $75,000 in the three and six months ended June 30,2016 compared to the corresponding periods in 2015,first quarter of 2017 primarily due to a focus on new marketing initiativeslower professional fees for CoreCard in 2016. Generalboth accounting and administrative expenses were significantly lower in the second quarter of 2016 by $342,000 and on a year-to-date 2016 basis by $154,000, than in corresponding periods in 2015. This is primarily due to bonuses paid in the second quarter of 2015 directly related to the sale of ChemFreelegal, as well as transaction expenses forfewer personnel at the tender offer which also occurred in the second quarter of 2015.corporate office and lower travel costs incurred by CoreCard. Research and development expenses were 15 percent lower$142,000 (22 percent) greater in the secondfirst quarter of 2016 and 11 percent lower year-to-date 20162017 compared to the comparable periods in the priorsame period last year, mainly due to morepayroll and related expenses for additional offshore technical personnel, expenses being charged toas well as an increase in contractor fees for certain development efforts. The increase in R&D technical staff is a direct costresult of servicesthe revenue increase experienced throughout 2016 into 2017, resulting in a greater need for maintenance, professional services and processing.more customized development efforts.
Other Income (Loss)– In the three and six monthsquarter ended June 30,March 31, 2016, we recorded income of $21,000 and a loss of $642,000$664,000 in other income, respectively. The 2016 second quarter income is comprised primarily of the write-down of $50,000 on an investment offset by a gain of $37,000 on a final payment after the escrow period on a prior minatory investment sale as well as income earned on our cash balances. On a year-to-date 2016 basis, the loss is primarily attributable to the write-down of $750,000$700,000 on an investment, as described in more detail in Note 32 to the Consolidated Financial Statements, offset in part by income earned on our cash balances.
Gain on Sale of Discontinued OperationsNoncontrolling Interest–As explained in more detaildisclosed in Note 28 to the Consolidated Financial Statements,financial statements, effective January 1, 2017 we recorded a gainno longer allocate any net income (loss) to the minority interest held by former shareholders of $18,726,000 on the sale of our ChemFree subsidiary in the year-to-date period of 2015.CoreCard Software.
Liquidity and Capital Resources
Our cash balance at June 30, 2016March 31, 2017 was $16,843,000$16,505,000 compared to $18,059,000$17,724,000 at December 31, 2015.2016. The principal use of cash during the period was funding our investment of $1,000,000 in a privately held technology company on January 4, 2017; the payment of a special cash dividend on February 8, 2016 of $0.35 per share totaling $3,056,000 to our shareholders of record as of January 29, 2016. The principle source of cash of $2,248,000liability for the investment funding was from the sale of one of our investee companies, Lancope, Inc., to Cisco, Inc., onincluded in “Other Current Liabilities” at December 23, 2015. We recognized a gain of $2,034,000 against our carrying value of $214,000 in the fourth quarter of 2015. Cash from the sale was received in early January31, 2016.
During the sixthree months ended June 30, 2016,March 31, 2017, continuing operations used $164,000$163,000 cash for operations of the FinTech business and corporate office. The most significant working capital change since December 31, 2016 was accounts receivable decreasing by $571,000, as well as $125,000 mainly for computer equipment purchases.
In the six months ended June 30,one of our largest international customers remitted payment in January 2017 of 79% of their December 31, 2016 discontinued operations used $120,000 to pay the estimated 2015 tax liability related to the gain on sale that had been accrued in 2015.balance.
We renewedused $48,000 cash to acquire computer equipment primarily for the technical resources added in our line of credit in June 2014 with a maximum principal availability of $1.25 million based on qualified receivables; however, we have not borrowed under the bank line of creditIndia office and to upgrade existing office equipment in the past five years and do not expect to need to do so in the foreseeable future. As a result, when the line of credit expired on June 30, 2016, we decided not to renew the bank line for an additional period.India office.
We expect to have sufficient liquidity from cash on hand as well as projected customer payments at CoreCard to support our operations and capital equipment purchases in the foreseeable future. WeCurrently we expect to use cash in excess of what is required for our current operations for opportunities we believe will expand our CoreCard and FinTech business, although there can be no assurance that appropriate opportunities will arise.
Off-Balance Sheet Arrangements
We do not currently have any off-balance sheet arrangements that are reasonably likely to have a current or future material effect on our financial condition, liquidity or results of operations.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations is based upon our Consolidated Financial Statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses. We consider certain accounting policies related to revenue recognition, valuation of investments and accrued costs and expenses to be critical policies due to the estimation processes involved in each. Management discusses its estimates and judgments with the Audit Committee of the Board of Directors. For a detailed description on the application of these and other accounting policies, see Note 1 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.2016. Reference is also made to the discussion of the application of these critical accounting policies and estimates contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for 2015.2016. During the sixthree month period ended June 30, 2016,March 31, 2017, there were no significant or material changes in the application of critical accounting policies that would require an update to the information provided in the Form 10-K for 2015.2016.
Factors That May Affect Future Operations
Future operations are subject to risks and uncertainties that may negatively impact our future results of operations or projected cash requirements. It is difficult to predict future quarterly and annual results with certainty.
Among the numerous factors that may affect our consolidated results of operations or financial condition are the following:
● | Weakness or instability in the global financial markets could have a negative impact due to potential customers (most of whom perform some type of financial services) delaying decisions to purchase software or initiate processing services. |
● | As an alternative to licensing our software, we offer processing services running on the CoreCard software system. There are numerous risks associated with entering any new line of business and if we fail to manage the risks associated with processing operations, it could have a negative impact on our business. |
● | Increased federal and state regulations and reluctance by financial institutions to act as sponsor banks for prospective customers could increase our losses and cash requirements. |
● | Delays in software development projects could cause our customers to postpone implementations or delay payments, which would increase our costs and reduce our revenue and cash. |
● | We could fail to deliver software products which meet the business and technology requirements of its target markets within a reasonable time frame and at a price point that supports |
● | Our processing business is impacted, directly or indirectly, by more regulations than our licensed software business. If we fail to provide services that comply with (or allow our customers to comply with) applicable regulations or processing standards, we could be subject to financial or other penalties that could negatively impact our business. |
● | Software errors or poor quality control may delay product releases, increase our costs, result in non-acceptance of our software by customers or delay revenue recognition. |
● | We could fail to expand our base of customers as quickly as anticipated, resulting in lower revenue and profits (or increased losses) and increased cash needs. |
● | We could fail to retain key software developers and managers who have accumulated years of know-how in our target markets and company products, or fail to attract and train a sufficient number of new software developers and testers to support our product development plans and customer requirements at projected cost levels. |
● | Increasing and changing government regulations in the United States and foreign countries related to such issues as data privacy, financial and credit transactions could require changes to our products and services which could increase our costs and could affect our existing customer relationships or prevent us from getting new customers. |
● | Delays in anticipated customer payments for any reason would increase our cash requirements and possibly our losses. |
● | Competitive pressures (including pricing, changes in customer requirements and preferences, and competitor product offerings) may cause prospective customers to choose an alternative product solution, resulting in lower revenue and profits (or increased losses). |
● | Our future capital needs are uncertain and depend on a number of factors; additional capital may not be available on acceptable terms, if at all. |
● | Other general economic and political conditions could cause customers to delay or cancel purchases. |
Item 4. Controls and Procedures
As of the end of the period covered by this report, the company carried out an evaluation, under the supervision and with the participation of the company’s management, including the company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the company’s disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the company’s disclosure controls and procedures are effective. There were no significant changes in the company’s internal control over financial reporting or in other factors identified in connection with this evaluation that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.
Part II. OTHER INFORMATION
Item 6. Exhibits
The following exhibits are filed or furnished with this report:
| 3.1 | Amended and Restated Articles of Incorporation of the Registrant dated May 4, 2011 (Incorporated by reference to Exhibit 3.(1) to the Registrant’s Form 10-Q for the period ended March 31, 2011) |
| 3.2 | Bylaws of the Registrant dated December 7, 2007. (Incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K dated December 7, 2007.) |
| 31.1 |
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| 31.2 |
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| 32.1 |
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101.INS** | XBRL Instance |
101.SCH** | XBRL Taxonomy Extension Schema |
101.CAL** | XBRL Taxonomy Extension Calculation |
101.DEF** | XBRL Taxonomy Extension Definitions |
101.LAB** | XBRL Taxonomy Extension Labels |
101.PRE** | XBRL Taxonomy Extension Presentation |
** | XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| INTELLIGENT SYSTEMS CORPORATION | ||
Registrant | |||
Date: May 9, 2017 | By: /s/J. Leland Strange | ||
J. Leland Strange | |||
Chief Executive Officer, President | |||
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Date: |
| By: | |
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| Karen J. Reynolds | ||
| Chief Financial Officer |
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Exhibit Index
Exhibit | Descriptions | |
3. | 1 | Amended and Restated Articles of Incorporation of the Registrant dated May 4, 2011 (Incorporated by reference to Exhibit 3.(1) to the Registrant’s Form 10-Q for the period ended March 31, 2011). |
3. | 2 | Bylaws of the Registrant dated December 7, 2007. (Incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K dated December 7, 2007.) |
31. | 1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31. | 2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32. | 1 | Certification of Chief Executive Officer and Chief Financial Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002. |
101. | INS** | XBRL Instance Document |
101. | SCH** | XBRL Taxonomy Extension Schema |
101. | CAL** | XBRL Taxonomy Extension Calculation |
101. | DEF** | XBRL Taxonomy Extension Definitions |
101. | LAB** | XBRL Taxonomy Extension Labels |
101. | PRE** | XBRL Taxonomy Extension Presentation |
** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
Exhibit | Descriptions | ||
3.1 | Amended and Restated Articles of Incorporation of the Registrant dated May 4, 2011 (Incorporated by reference to Exhibit 3.(1) to the Registrant’s Form 10-Q for the period ended March 31, 2011) | ||
3.2 | Bylaws of the Registrant dated December 7, 2007. (Incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K dated December 7, 2007.) | ||
31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
32.1 | Certification of Chief Executive Officer and Chief Financial Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002. | ||
101.INS** | XBRL Instance | ||
101.SCH** | XBRL Taxonomy Extension Schema | ||
101.CAL** | XBRL Taxonomy Extension Calculations | ||
101.DEF** | XBRL Taxonomy Extension Definitions | ||
101.LAB** | XBRL Taxonomy Extension Labels | ||
101.PRE** | XBRL Taxonomy Extension Presentation |
** | XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
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