R
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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INTELLIGENT SYSTEMS CORPORATION
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(Exact name of registrant as specified in its charter)
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Georgia | 58-1964787 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
4355 Shackleford Road, Norcross, Georgia | 30093 |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | þ |
Page | |||
Part I
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Financial Information
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Item 1 |
Financial Statements
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Consolidated Balance Sheets at September 30, 2012 and December 31, 2011 (restated)
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3
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Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2012 and 2011 (restated)
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4
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Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011
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5
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Notes to Consolidated Financial Statements
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6
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Item 2 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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11
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Item 4 |
Controls and Procedures
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15
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Part II
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Other Information
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Item 1 |
Legal Proceedings
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16
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Item 6 |
Exhibits
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16
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Signatures | 17 |
Ex. 31.1 | Section 302 Certification of Chief Executive Officer |
Ex. 31.2 | Section 302 Certification of Chief Financial Officer |
Ex. 32.1 | Section 906 Certification of Chief Executive Officer and Chief Financial Officer |
Ex.101.INS** | XBRL Instance |
Ex.101.SCH** | XBRL Taxonomy Extension Schema |
Ex.101.CAL** | XBRL Taxonomy Extension Calculation |
Ex 101.DEF** | XBRL Taxonomy Extension Definitions |
Ex.101.LAB** | XBRL Taxonomy Extension Labels |
Ex.101.PRE** | XBRL Taxonomy Extension Presentation |
** XBRL
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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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September 30,
2012
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December 31,
2011
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(unaudited)
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(restated,
unaudited)
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ASSETS
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Current assets:
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||||||||
Cash
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$ | 2,028 | $ | 3,152 | ||||
Marketable securities
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269 | 209 | ||||||
Accounts receivable, net
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2,822 | 2,504 | ||||||
Note and interest receivable, current portion
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247 | 249 | ||||||
Inventories, net
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1,046 | 824 | ||||||
Other current assets
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382 | 284 | ||||||
Total current assets
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6,794 | 7,222 | ||||||
Investments
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1,572 | 1,288 | ||||||
Note and interest receivable, net of current portion
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-- | 240 | ||||||
Property and equipment, at cost less accumulated depreciation
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1,161 | 1,222 | ||||||
Patents, net
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98 | 133 | ||||||
Total assets
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$ | 9,625 | $ | 10,105 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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||||||||
Accounts payable
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$ | 387 | $ | 463 | ||||
Deferred revenue, current portion
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950 | 907 | ||||||
Accrued payroll
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437 | 460 | ||||||
Accrued expenses
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729 | 669 | ||||||
Other current liabilities
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267 | 369 | ||||||
Total current liabilities
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2,770 | 2,868 | ||||||
Deferred revenue, net of current portion
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53 | 50 | ||||||
Other long-term liabilities
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134 | 140 | ||||||
Commitments and contingencies (Note 9)
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Intelligent Systems Corporation stockholders’ equity:
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Common stock, $0.01 par value, 20,000,000 shares authorized, 8,958,028 issued and outstanding at September 30, 2012 and December 31, 2011
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90 | 90 | ||||||
Additional paid-in capital
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21,520 | 21,461 | ||||||
Accumulated other comprehensive loss
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(85 | ) | (111 | ) | ||||
Accumulated deficit
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(14,065 | ) | (14,290 | ) | ||||
Total Intelligent Systems Corporation stockholders’ equity
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7,460 | 7,150 | ||||||
Non-controlling interest
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(792 | ) | (103 | ) | ||||
Total stockholders’ equity
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6,668 | 7,047 | ||||||
Total liabilities and stockholders’ equity
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$ | 9,625 | $ | 10,105 |
Three Months Ended Sept. 30,
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Nine Months Ended Sept. 30,
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2012
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2011
(restated)
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2012
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2011
(restated)
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Revenue
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Products
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$ | 3,104 | $ | 4,055 | $ | 9,879 | $ | 10,733 | ||||||||
Services
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971 | 875 | 2,322 | 1,898 | ||||||||||||
Total net revenue
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4,075 | 4,930 | 12,201 | 12,631 | ||||||||||||
Cost of revenue
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Products
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1,538 | 1,761 | 4,984 | 5,047 | ||||||||||||
Services
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689 | 501 | 1,779 | 1,120 | ||||||||||||
Total cost of revenue
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2,227 | 2,262 | 6,763 | 6,167 | ||||||||||||
Expenses
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Marketing
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592 | 536 | 1,771 | 1,621 | ||||||||||||
General and administrative
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660 | 731 | 2,281 | 2,244 | ||||||||||||
Research and development
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550 | 649 | 1,831 | 2,017 | ||||||||||||
Income (loss) from operations
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46 | 752 | (445 | ) | 582 | |||||||||||
Other income (expense)
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Interest income, net
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4 | 8 | 8 | 25 | ||||||||||||
Equity in income (loss) of affiliate company
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(5 | ) | (17 | ) | (16 | ) | 3 | |||||||||
Other income, net
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12 | 8 | 37 | 472 | ||||||||||||
Income (loss) before income taxes
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57 | 751 | (416 | ) | 1,082 | |||||||||||
Income taxes
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-- | 51 | 48 | 99 | ||||||||||||
Net income (loss)
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57 | 700 | (464 | ) | 983 | |||||||||||
Net (income) loss attributable to noncontrolling interest
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$ | 173 | $ | (133 | ) | $ | 689 | $ | 175 | |||||||
Net income attributable to Intelligent Systems Corporation
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$ | 230 | $ | 567 | $ | 225 | $ | 1,158 | ||||||||
Income per share based on income attributable to Intelligent Systems Corporation:
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Basic
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$ | 0.03 | $ | 0.06 | $ | 0.03 | $ | 0.13 | ||||||||
Diluted
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$ | 0.03 | $ | 0.06 | $ | 0.03 | $ | 0.13 | ||||||||
Basic weighted average common shares outstanding
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8,958,028 | 8,958,028 | 8,958,028 | 8,958,028 | ||||||||||||
Diluted weighted average common shares outstanding
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8,968,174 | 8,967,912 | 8,967,936 | 8,968,017 |
Three Months Ended Sept. 30,
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Nine Months Ended Sept. 30,
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(unaudited, in thousands)
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2012
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2011
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2012
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2011
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Net income (loss)
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$ | 57 | $ | 700 | $ | (464 | ) | $ | 983 | |||||||
Other comprehensive income (loss):
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Foreign currency translation adjustment
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26 | (41 | ) | 7 | (43 | ) | ||||||||||
Unrealized gain (loss) on available for sale marketable securities
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11 | (21 | ) | 19 | (21 | ) | ||||||||||
Comprehensive income (loss)
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$ | 94 | $ | 638 | $ | (438 | ) | $ | 919 |
Nine Months Ended Sept. 30,
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2012
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2011
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OPERATIONS:
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Net income (loss)
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$ | (464 | ) | $ | 983 | |||
Adjustments to reconcile net income (loss) to net cash used for operating activities:
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Depreciation and amortization
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373 | 278 | ||||||
Stock-based compensation expense
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59 | 27 | ||||||
Non-cash interest income, net
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(8 | ) | (12 | ) | ||||
Equity in (income) loss of affiliate company
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16 | (3 | ) | |||||
Changes in operating assets and liabilities
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Accounts receivable
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(318 | ) | (584 | ) | ||||
Inventories
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(222 | ) | (161 | ) | ||||
Other current assets
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(98 | ) | 63 | |||||
Accounts payable
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(76 | ) | 76 | |||||
Deferred revenue
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43 | (846 | ) | |||||
Accrued payroll
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(23 | ) | (160 | ) | ||||
Accrued expenses
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60 | 81 | ||||||
Other current liabilities
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(102 | ) | (31 | ) | ||||
Other liabilities
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(3 | ) | 64 | |||||
Net cash used for operating activities
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(763 | ) | (225 | ) | ||||
INVESTING ACTIVITIES:
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Purchase of marketable securities
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(41 | ) | (222 | ) | ||||
Proceeds from note and interest receivable
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250 | 600 | ||||||
Purchases of property and equipment
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(277 | ) | (382 | ) | ||||
Long-term investment
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(300 | ) | -- | |||||
Net cash used for investing activities
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(368 | ) | (4 | ) | ||||
Effects of exchange rate changes on cash
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7 | (46 | ) | |||||
Net decrease in cash
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(1,124 | ) | (275 | ) | ||||
Cash at beginning of period
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3,152 | 2,942 | ||||||
Cash at end of period
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$ | 2,028 | $ | 2,667 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
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Cash paid during the period for income taxes
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$ | 15 | $ | 70 |
Consolidated Statements of
Comprehensive Income
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Three Months Ended Sept. 30,
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Nine Months Ended Sept. 30,
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(unaudited, in thousands)
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2012
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2011
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2012
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2011
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Net income (loss)
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$ | 57 | $ | 700 | $ | (464 | ) | $ | 983 | |||||||
Other comprehensive income (loss):
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Foreign currency translation adjustment
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26 | (41 | ) | 7 | (43 | ) | ||||||||||
Unrealized gain (loss) on available for sale marketable securities
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11 | (21 | ) | 19 | (21 | ) | ||||||||||
Comprehensive income (loss)
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$ | 94 | $ | 638 | $ | (438 | ) | $ | 919 |
# of Shares
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Wgt Avg Exercise Price
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Wgt Avg Remaining Contractual Life in Years
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Aggregate
Intrinsic Value
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Outstanding at September 30, 2012
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345,500 | $ | 1.72 | 5.8 | $ | 12,960 | ||||||||||
Vested at September 30, 2012
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220,833 | $ | 1.77 | 4.0 | $ | 12,960 |
Three Months Ended Sept. 30,
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Nine Months Ended Sept. 30,
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(unaudited)
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2012
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2011
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2012
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2011
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ChemFree Customer A
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29.0 | % | 22.0 | % | 29.0 | % | 26.8 | % | ||||||||
ChemFree Customer B
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10.0 | % | -- | 10.0 | % | -- | ||||||||||
ChemFree Customer C
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11.5 | % | -- | 12.9 | % | 10.2 | % | |||||||||
CoreCard Customer D
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-- | 28.4 | % | -- | 11.3 | % |
Year ended December 31,
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(in thousands)
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2012 (October 1 through December 31, 2012)
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$ | 116 | ||
2013
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465 | |||
2014
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465 | |||
2015
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194 | |||
Total minimum lease payments
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$ | 1,240 |
Three Months Ended Sept. 30,
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Nine Months Ended Sept. 30, | |||||||||||||||
(unaudited, in thousands)
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2012
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2011
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2012
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2011
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Information Technology
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Revenue
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$ | 1,001 | $ | 2,131 | $ | 2,412 | $ | 3,673 | ||||||||
Operating income (loss)
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(352 | ) | 484 | (1,576 | ) | (361 | ) | |||||||||
Industrial Products
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Revenue
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3,074 | 2,799 | 9,789 | 8,958 | ||||||||||||
Operating income
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696 | 482 | 2,215 | 1,752 | ||||||||||||
Consolidated Segments
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Revenue
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4,075 | 4,930 | 12,201 | 12,631 | ||||||||||||
Operating income
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344 | 966 | 639 | 1,391 | ||||||||||||
Corporate expenses
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(298 | ) | (214 | ) | (1,084 | ) | (809 | ) | ||||||||
Consolidated operating income (loss)
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$ | 46 | $ | 752 | $ | (445 | ) | $ | 582 | |||||||
Depreciation and Amortization
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Information Technology
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$ | 60 | $ | 13 | $ | 123 | $ | 87 | ||||||||
Industrial Products
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78 | 83 | 241 | 181 | ||||||||||||
Consolidated segments
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138 | 96 | 364 | 268 | ||||||||||||
Corporate
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3 | 3 | 9 | 10 | ||||||||||||
Consolidated depreciation and amortization
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$ | 141 | $ | 99 | $ | 373 | $ | 278 | ||||||||
Capital Expenditures
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Information Technology
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$ | 73 | $ | (23 | ) | $ | 144 | $ | 139 | |||||||
Industrial Products
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88 | 44 | 129 | 243 | ||||||||||||
Consolidated segments
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161 | 21 | 273 | 381 | ||||||||||||
Corporate
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4 | -- | 4 | 1 | ||||||||||||
Consolidated capital expenditures
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$ | 165 | $ | 21 | $ | 277 | $ | 382 |
(unaudited, in thousands)
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September 30, 2012
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December 31, 2011
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||||||
Identifiable Assets
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||||||||
Information Technology
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$ | 1,725 | $ | 1,791 | ||||
Industrial Products
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5,927 | 6,654 | ||||||
Consolidated segments
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7,652 | 8,445 | ||||||
Corporate
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1,973 | 1,660 | ||||||
Consolidated assets
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$ | 9,625 | $ | 10,105 |
·
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For the three month period ended September 30, 2011, we previously reported $700,000 of net income. In restatement, we attributed $133,000 of income to the noncontrolling interest, resulting in net income attributable to Intelligent Systems Corporation of $567,000 ($0.06 per basic and diluted share) as restated.
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·
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For the nine month period ended September 30, 2011, we previously reported $983,000 of net income. In restatement, we attributed $175,000 of loss to the noncontrolling interest, resulting in net income attributable to Intelligent Systems Corporation of $1,158,000 ($0.13 per basic and diluted share) as restated.
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·
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As of December 31, 2011, we previously reported Intelligent Systems Corporation stockholders’ equity of $5,531,000 and noncontrolling interest equity of $1,516,000. In restatement, we reduced Intelligent Systems Corporation stockholders’ accumulated deficit by $1,619,000 (representing the accumulated losses attributed to the noncontrolling interest) and reduced the noncontrolling interest equity by the same amount. After restatement, Intelligent Systems’ Corporation stockholders’ equity increased to $7,150,000 and the noncontrolling interest became a deficit of $103,000. Total stockholders’ equity was unchanged at $7,047,000.
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·
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A change in revenue level at one of our subsidiaries may impact consolidated revenue or be offset by an opposing change at another subsidiary.
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·
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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.
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·
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Customers may decide to postpone 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.
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·
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Revenue from products, which includes sales and leases of equipment and supplies in our Industrial Products segment as well as software license fees related to the Information Technology segment, was $3,104,000 in the three month period ended September 30, 2012, a 23 percent decline compared to the three month period ended September 30, 2011. Product revenue was $9,879,000 in the nine month period ended September 30, 2012, an 8 percent decline compared to the nine month period ended September 30, 2011. In both the three and nine month periods ended September 30, 2012, our ChemFree subsidiary reported year-over-year growth in total product revenue of approximately 9 percent, led by increased domestic sales and lease volume of its SmartWasher® parts washer machines. ChemFree’s revenue from worldwide consumable supplies also experienced period-to-period growth in both the quarter and year-to-date periods of 2012. However, software license revenue associated with our Information Technology segment declined in both the three and nine month periods ended September 30, 2012 compared to the same periods in 2011 due to fewer new software license contracts completed in 2012 than in the corresponding periods last year.
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·
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Service revenue associated with the Information Technology segment was $971,000 and $2,322,000 in the three and nine months ended September 30, 2012, respectively, an increase of 11 percent and 22 percent compared to the respective periods in 2011. Service revenue includes three components: revenue from annual maintenance and support contracts for our installed customer base, revenue from professional services (such as software customizations or modifications) and revenue from our card processing services. The growth in the quarter and year-to-date periods in 2012 as compared to the same periods in 2011 is attributed to an increase in 2012 in the installed base of customers that pay for maintenance and technical support as well as card processing services and more professional services projects that were completed for CoreCard customers. The number and timing of professional services contracts vary significantly from period to period based on customer requirements and priorities.
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·
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Cost of product revenue was 50 percent of product revenue in both the three and nine months ended September 30, 2012, respectively, compared to costs of 43 percent and 47 percent of product revenue in the respective periods in 2011. In 2012, the higher cost of sales as a percent of product revenue reflects the fact that CoreCard’s software license revenue (which has a lower cost of sales than ChemFree’s partswasher products) represented a smaller percentage of total product revenue in 2012 than in 2011. ChemFree’s cost of sales as a percentage of its revenue was relatively consistent in 2012 and 2011 but the decline in software license revenue in the 2012 periods impacted the total product cost of sales percentage.
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·
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Cost of service revenue (which relates to our CoreCard business only) was 71 percent and 77 percent of service revenue in the three and nine month periods ended September 30, 2012, respectively, as compared to 57 percent and 59 percent of service revenue in the respective periods last year. The mix of service revenue in a given period, as well as the number of customers and new products being supported, impacts the gross margin on service revenue. Cost of service revenue includes three components: the costs to provide annual maintenance and support services to our installed base of licensed customers, costs to provide professional services and costs to provide our card processing services. The cost and gross margins on professional services revenue are tied to specific projects and vary depending on the specific project requirements and complexity as well as the mix of our U.S. and offshore employees working on the project. Our costs to provide card processing services are high in 2012 relative to the revenue earned because we are putting in place the systems and processes necessary to support this new service initiative. These costs were significantly higher in 2012 than in 2011. In 2012, CoreCard is also allocating additional resources for regulatory compliance and support to its processing and software license customers.
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·
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an increase in accounts receivable of $318,000 reflecting higher billings in the third quarter of 2012 as compared to the fourth quarter of 2011.
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·
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an increase of $222,000 in inventory due mainly to building inventory to support ChemFree’s sales growth, estimated near-term demand and planned new product introductions.
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·
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A reduction of $102,000 in other current liabilities, the majority of which is related to reductions in accrued legal and royalty expenses at the ChemFree subsidiary.
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·
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Further weakness in the global financial markets could have a negative impact on CoreCard due to potential customers (most of whom perform some type of financial services) delaying purchase or software implementation decisions.
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·
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Stricter regulations and reluctance by financial institutions to act as sponsor banks for prospective customers (such as issuers and processors of credit and prepaid cards) could increase CoreCard’s losses and cash requirements.
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·
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Delays in software development projects could cause our customers to delay implementations or payments, which would increase our costs and reduce our revenue.
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·
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As an alternative to licensing its software, CoreCard is now offering processing services running on the CoreCard software system. There are numerous risks associated with entering any new line of business and if CoreCard fails to manage the risks associated with its processing operations, it could have a negative impact on our business.
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·
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CoreCard’s processing business is more regulated than is its licensed software business. If the company fails to comply with applicable regulations and processing standards, it could be subject to financial or other penalties that could have a significant impact on its business.
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·
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Our CoreCard subsidiary could fail to deliver software products which meet the business and technology requirements of its target markets within a reasonable time frame and at a price point that supports a profitable, sustainable business model.
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·
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One of ChemFree’s customers represented 29% percent of our consolidated revenue in the three and nine month periods ended September 30, 2012 and any unplanned changes in the volume of orders or timeliness of payments from such customer could have a negative impact on revenue, inventory levels and cash, at least in the near-term.
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·
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Delays in production or shortages of certain sole-sourced parts for our ChemFree products could impact revenue and orders.
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·
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Increased prices of raw materials and sub-assemblies could reduce ChemFree’s gross profit if it is not able to offset such increased costs with higher selling prices for its products or other reductions in production costs. In 2011, the company raised prices on certain of its SmartWasher® products to offset cost increases but may not be able to do so in the future due to competitive pressure.
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·
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Software errors or poor quality control may delay product releases, increase our costs, result in non-acceptance of our software by customers or delay revenue recognition.
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·
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Competitive pressures (including pricing, changes in customer requirements and preferences, and competitor product offerings) may cause prospective customers to choose an alternative product or service solution, resulting in lower revenue and profits (or increased losses).
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·
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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 to meet applicable compliance requirements, which could increase our costs and could affect our existing customer relationships or prevent us from getting new customers.
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·
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CoreCard could fail to expand its base of customers as quickly as anticipated, resulting in lower revenue and profits (or increased losses) and increased cash needs.
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·
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In certain situations, ChemFree’s lease customers are permitted to terminate the lease covering a SmartWasher® machine, which may require the unamortized balance of the original machine cost to be written off which could reduce profits in that reporting period and result in lower revenue in future periods.
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·
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CoreCard could fail to retain key software developers and managers who have accumulated years of know-how in our target markets and company products, or fail to attract and train a sufficient number of new software developers and testers to support our product development plans and customer requirements at projected cost levels.
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·
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Delays in anticipated customer payments for any reason would increase our cash requirements and possibly our losses.
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·
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Declines in performance, financial condition or valuation of minority-owned companies could cause us to write-down the carrying value of our investment, which could negatively impact our earnings.
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·
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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.
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·
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Other general economic and political conditions could cause customers to delay or cancel software purchases.
|
3.1 | Amended and Restated Articles of Incorporation of the Registrant dated May 4, 2011 (Incorporated by reference to Exhibit 3.(1) to the Registrant’s Form 10-Q for the period ended March 31, 2011) |
3.2 | Bylaws of the Registrant dated December 7, 2007. (Incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K dated December 7, 2007.) |
31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | Certification of Chief Executive Officer and Chief Financial Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS** | XBRL Instance 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 |
INTELLIGENT SYSTEMS CORPORATION
|
|||
Registrant
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Date: November 14, 2012
|
By:
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/s/ J. Leland Strange | |
J. Leland Strange
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|||
Chief Executive Officer, President
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Date: November 14, 2012
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By:
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/s/ Bonnie L. Herron | |
Bonnie L. Herron
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|||
Chief Financial Officer
|
Exhibit
No.
|
Descriptions
|
|
3 .1
|
Amended and Restated Articles of Incorporation of the Registrant dated May 4, 2011 (Incorporated by reference to Exhibit 3.(1) to the Registrant’s Form 10-Q for the period ended March 31, 2011)
|
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3.2
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Bylaws of the Registrant dated December 7, 2007. (Incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K dated December 7, 2007.)
|
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31.1
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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
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Certification of Chief Executive Officer and Chief Financial Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation
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101.DEF
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XBRL Taxonomy Extension Definitions
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101.LAB
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XBRL Taxonomy Extension Labels
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101.PRE
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XBRL Taxonomy Extension Presentation
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1.
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I have reviewed this report on Form 10-Q of Intelligent Systems Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ J. Leland Strange | |||
J. Leland Strange
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Chief Executive Officer, President
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1.
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I have reviewed this report on Form 10-Q of Intelligent Systems Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Bonnie L. Herron | |||
Bonnie L. Herron
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Chief Financial Officer
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Date: November 14, 2012
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/s/ J. Leland Strange | ||
J. Leland Strange
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Chief Executive Officer, President
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/s/ Bonnie L. Herron | |||
Bonnie L. Herron
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Chief Financial Officer
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Note 11 - Income Taxes (Detail) (USD $)
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9 Months Ended | ||
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Sep. 30, 2012
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Sep. 30, 2011
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Dec. 31, 2011
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Unrecognized Tax Benefits | $ 134,000 | $ 116,000 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 25,000 | 20,000 | |
Unrecognized Tax Benefits, Interest on Income Taxes Expense | 2,000 | 5,000 | |
Unrecognized Tax Benefits, Income Tax Penalties Expense | $ 3,000 | $ 0 |
Note 7 - Concentration of Revenue (Detail) - Concentration of Revenue
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3 Months Ended | 9 Months Ended | ||
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Sep. 30, 2012
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Sep. 30, 2011
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Sep. 30, 2012
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Sep. 30, 2011
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ChemFree Customer A [Member]
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Percentage of consolidated revenue | 29.00% | 22.00% | 29.00% | 26.80% |
ChemFree Customer B [Member]
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Percentage of consolidated revenue | 10.00% | 10.00% | ||
ChemFree Customer C [Member]
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Percentage of consolidated revenue | 11.50% | 12.90% | 10.20% | |
CoreCard Customer D [Member]
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Percentage of consolidated revenue | 28.40% | 11.30% |
Note 10 - Industry Segments (Tables)
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Sep. 30, 2012
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Schedule of Segment Reporting Information, by Segment [Table Text Block] |
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Reconciliation of Assets from Segment to Consolidated [Table Text Block] |
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Note 10 - Industry Segments (Detail) - Industry Segments - Operating Information (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
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Sep. 30, 2012
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Sep. 30, 2011
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Sep. 30, 2012
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Sep. 30, 2011
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Revenue | $ 4,075 | $ 4,930 | $ 12,201 | $ 12,631 |
Operating income (loss) | 46 | 752 | (445) | 582 |
Depreciation and amortization | 141 | 99 | 373 | 278 |
Capital expenditures | 165 | 21 | 277 | 382 |
Corporate expenses | 660 | 731 | 2,281 | 2,244 |
Information Technology [Member]
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Revenue | 1,001 | 2,131 | 2,412 | 3,673 |
Operating income (loss) | (352) | 484 | (1,576) | (361) |
Depreciation and amortization | 60 | 13 | 123 | 87 |
Capital expenditures | 73 | (23) | 144 | 139 |
Industrial Products [Member]
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Revenue | 3,074 | 2,799 | 9,789 | 8,958 |
Operating income (loss) | 696 | 482 | 2,215 | 1,752 |
Depreciation and amortization | 78 | 83 | 241 | 181 |
Capital expenditures | 88 | 44 | 129 | 243 |
Operating Segments [Member]
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Operating income (loss) | 344 | 966 | 639 | 1,391 |
Depreciation and amortization | 138 | 96 | 364 | 268 |
Capital expenditures | 161 | 21 | 273 | 381 |
Corporate [Member]
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Depreciation and amortization | 3 | 3 | 9 | 10 |
Capital expenditures | 4 | 4 | 1 | |
Corporate expenses | $ (298) | $ (214) | $ (1,084) | $ (809) |
Note 3 - Comprehensive Income
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9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2012
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Comprehensive Income (Loss) Note [Text Block] |
3.
Comprehensive
Income – Comprehensive income is the total of
net income (loss) and all other non-owner changes in equity
in a period. A summary follows:
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