Overview
Reorganization. On July 21, 2021, a holding company reorganization was completed
(the "Reorganization") in which Image Sensing Systems, Inc. ("ISNS") became a
wholly-owned subsidiary of the new parent company named "Autoscope Technologies
Corporation" ("Autoscope"), which became the successor issuer to ISNS. As a
result of the Reorganization, Autoscope replaced ISNS as the public company
trading on the Nasdaq Stock Market under the ticker symbol "AATC," and
outstanding shares of ISNS's common stock automatically converted into shares of
common stock of Autoscope. As used in this Quarterly Report Form 10-Q, the
"Company", "we", "us" and "our" or its management or business at any time before
the effective date of the Reorganization refer to those of ISNS as the
predecessor company and its wholly-owned subsidiaries and thereafter to
Autoscope and its wholly-owned subsidiaries, except as otherwise specified or to
the extent the context otherwise indicates. The Reorganization is intended to
be a tax-free transaction for U.S. federal income tax purposes for the Company's
shareholders. Autoscope was incorporated on April 23, 2021 under the laws of
the State of Minnesota, and ISNS was incorporated in Minnesota on December 20,
1984.
General. We are a leading provider of above-ground detection products and
solutions for the intelligent transportation systems ("ITS") industry. Our
family of products, which we market as Autoscope® video or video products
("Autoscope"), RTMS® radar or radar products ("RTMS"), and IntellitraffiQ® or iQ
products, provides end users with the tools needed to optimize traffic flow and
enhance driver safety. Our technology analyzes signals from sophisticated
sensors and transmits the information to management systems and controllers or
directly to users. Our products provide end users with complete solutions for
the intersection and transportation markets.
Our technology is a process in which software, rather than humans, examines
outputs from various types of sophisticated sensors to determine what is
happening in a field of view. In the ITS industry, this process is a critical
component of managing congestion and traffic flow. In many cities, it is not
possible to build roads, bridges and highways quickly enough to accommodate the
increasing congestion levels. During 2020, congestion levels decreased
significantly as a result of COVID-19 related government lockdowns, although
automobile travel has rebounded in many areas, causing congestion levels to
begin returning to previous levels (per INRIX 2020 Global Traffic scorecard). In
2021, on average, United States commuters lost 36 hours a year in congestion,
which cost an average of $564 per driver in wasted time (per INRIX 2021 Global
Traffic scorecard). We believe this growing use of vehicles will make our ITS
solutions increasingly necessary to complement existing and new roadway
infrastructure to manage traffic flow and optimize throughput.
We believe our solutions are technically superior to those of our competitors
because they have a higher level of accuracy, limit the occurrence of false
detection, are generally easier to install with lower costs of ownership, work
effectively in a multitude of light and weather conditions, and provide end
users the ability to manage inputs from a variety of sensors for a number of
tasks. It is our view that the technical advantages of our products make our
solutions well suited for use in ITS markets.
We believe the strength of our distribution channels positions us to increase
the penetration of our technologydriven solutions in the marketplace. We market
our Autoscope video products in the United States, Mexico, Canada and the
Caribbean through exclusive agreements with Econolite Control Products, Inc.
("Econolite"), which we believe is the leading distributor of ITS intersection
control products in these markets.
We market the RTMS radar systems to a network of distributors globally. On a
limited basis, we may sell directly to the end user. We market our
Autoscope video products outside the United States, Mexico, Canada and the
Caribbean through a combination of distribution and direct sales channels
through our office in Spain. Our end users primarily include governmental
agencies and municipalities.
The following discussion of period-to-period changes and trends in financial
statement results under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" aligns with the financial statement
presentation discussed above.
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Trends and Challenges in Our Business
We believe the expected growth in our business can be attributed primarily to
the following global trends:
º worsening traffic caused by increased numbers of vehicles in metropolitan
areas without corresponding expansions of road infrastructure and the need
to automate safety, security and access applications for automobiles and
trucks, which has increased demand for our products;
º advances in information technology, which have made our products easier to
market, implement and integrate;
º the continued funding allocations for centralized traffic management
services and automated enforcement schemes, which have increased the
ability of our primary end users to implement our products; and
º general increases in the cost effectiveness of electronics, which make our
products more affordable for end users.
We believe our continued growth primarily depends upon:
º continued adoption and governmental funding of ITS and other automated
applications for traffic control, safety and enforcement in developed
countries;
º a propensity by traffic engineers to implement lower cost technology-based
solutions rather than civil engineering solutions such as widening
roadways;
º countries in the developing world adopting above-ground detection
technology, such as video or radar, instead of in-pavement loop technology
to manage traffic; and
º our ability to develop new products that provide increasingly accurate
information and enhance the end users' ability to cost-effectively manage
traffic and environmental issues.
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Because the majority of our end users are governmental entities, we are faced
with challenges related to potential delays in purchasing decisions by those
entities and changes in budgetary constraints. These contingencies could result
in significant fluctuations in our revenue among periods. The ongoing economic
environment in Europe and the United States, the COVID-19 pandemic declared in
March 2020 and the outbreak of new COVID-19 variants are further adding to the
unpredictability of purchasing decisions, creating more delays than usual and
decreasing governmental budgets, and they are likely to continue to affect our
revenue.
Key Financial Terms and Metrics
Revenue. We derive revenue from two sources: (1) royalties received from
Econolite for sales of the Autoscope video systems in the United States, Mexico,
Canada and the Caribbean and (2) revenue received from the direct sales of our
RTMS radar systems and our Autoscope video systems in Europe and Asia.
Autoscope video royalties are calculated using a profit sharing model in which
the gross profits on sales of product made through Econolite are shared equally
with Econolite. This royalty arrangement has the benefit of decreasing our cost
of revenues and our selling, marketing and product support expenses because
these costs and expenses are borne primarily by Econolite. Although this royalty
model has a positive impact on our gross margin, it also negatively impacts our
total revenue, which would be higher if all the sales made by Econolite were
made directly by us. The royalty arrangement is exclusive under the
long-term Manufacturing, Distributing and Technology Agreement dated as of June
11, 1991, as amended (the "Econolite Agreement"), between the Company and
Econolite.
Cost of Revenue. Software amortization is the sole cost of revenue related to
royalties, as virtually all manufacturing, warranty and related costs are
incurred by Econolite. Cost of revenue related to product sales consists
primarily of the amount charged by our third party contractors to manufacture
hardware products, whose costs are influenced mainly by the cost of electronic
components. The cost of revenue also includes logistics costs, estimated
expenses for product warranties, and inventory obsolescence. The key metric that
we follow is achieving certain gross margin percentages on product sales by
operating segment.
Operating Expenses. Our operating expenses fall into three categories: (1)
selling, marketing and product support; (2) general and administrative; and (3)
research and development. Selling, marketing and product support expenses
consist of various costs related to sales and support of our products, including
salaries, benefits and commissions paid to our personnel; commissions paid to
third parties; travel, trade show and advertising costs; second-tier technical
support for Econolite; and general product support, where applicable. General
and administrative expenses consist of certain corporate and administrative
functions that support the development and sales of our products and provide an
infrastructure to support future growth. These expenses include management,
supervisory and staff salaries and benefits; legal and auditing fees; travel;
rent; and costs associated with being a public company, such as board of
director fees, listing fees and annual reporting expenses. Research and
development expenses consist mainly of salaries and benefits for our engineers
and third party costs for consulting and prototyping. We measure all operating
expenses against our annually approved budget, which is developed with achieving
a certain operating margin as a key focus. We also include any restructuring
costs in operating expenses.
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Non-GAAP Operating Measures. We provide certain non-GAAP financial information
as supplemental information to financial measures calculated and presented in
accordance with GAAP (Generally Accepted Accounting Principles in the United
States). This non-GAAP information excludes the impact of depreciating fixed
assets and amortizing intangible assets, and it may exclude other non-recurring
items. Management believes that this presentation facilitates the comparison of
our current operating results to historical operating results. Management uses
this non-GAAP information to evaluate short-term and long-term operating trends
in our core operations. Non-GAAP information is not prepared in accordance with
GAAP and should not be considered a substitute for or an alternative to GAAP
financial measures and may not be computed the same as similarly titled measures
used by other companies.
Reconciliations of GAAP income from operations to non-GAAP income from
operations are as follows (in thousands):
Three-Month Periods Ended
March 31,
2022 2021
Income from operations $ 21 $ 411
Adjustments to reconcile to non-GAAP income
Amortization of intangible assets 200 187
Depreciation 49 40
Non-GAAP income from operations $ 270 $ 638
Seasonality. Our quarterly revenues and operating results have varied
significantly in the past due to the seasonality of our business. Our first
quarter generally is the weakest due to weather conditions that make roadway
construction more difficult in parts of North America, Europe and northern Asia.
We expect such seasonality to continue for the foreseeable future. Additionally,
our international revenues regularly contain individually significant sales.
This can result in significant variations of revenue between periods.
Accordingly, we believe that quarter-to-quarter comparisons of our financial
results should not be relied upon as an indication of our future performance. No
assurance can be given that we will be able to achieve or maintain profitability
on a quarterly or annual basis in the future.
Segments. We currently operate in two reportable segments: Intersection and
Highway. Autoscope video is our machine-vision product line, and revenue
consists of royalties (all of which are received from Econolite), as well as a
portion of international product sales. Video products are normally sold in the
Intersection segment. RTMS and IntellitraffiQ are our radar product lines, and
revenue consists of sales to external customers. Radar products are normally
sold in the Highway segment. As a result of business model changes and
modifications in how we manage our business, we may reevaluate our segment
definitions in the future.
The following tables set forth selected unaudited financial information for each
of our reportable segments (in thousands):
Three Months Ended March 31,
Intersection Highway Total
2022 2021 2022 2021 2022 2021
Revenue $ 1,982 $ 1,892 $ 770 $ 1,087 $ 2,752 $ 2,979
Gross profit 1,769 1,724 367 549 2,136 2,273
Amortization of intangible assets 105 92 95 95 200 187
Intangible assets
1,671 1,407 1,308 1,690 2,979 3,097
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Results of Operations
The following tables set forth, for the periods indicated, certain statements of
operations data as a percent of total revenue and gross profit on product sales
and royalties as a percentage of product sales and royalties, respectively.
Three-Month Periods Ended
March 31,
2022 2021
Product sales 33.9 % 39.0 %
Royalties 66.1 61.0
Total revenue 100.0 100.0
Gross profit - product sales 45.3 47.3
Gross profit - royalties 94.2 94.9
Selling, general and administrative 61.3 45.9
Research and development 15.6 16.6
Income from operations 0.8 13.8
Income tax expense 0.1 6.9
Net income 0.6 38.0
Total revenue decreased to $2.8 million in the three-month period ended March
31, 2022 from $3.0 million in the same period in 2021, a
decrease of 7.6%. Royalty income remained constant at $1.8 million in the first
quarter of 2022 compared to the first quarter of 2021. Product sales decreased
to $934,000 in the first quarter of 2022 from $1.2 million in the first quarter
of 2021, a decrease of 19.7%. The decrease in product sales is primarily the
result of labor shortages causing installation delays and impacting project
timing.
Revenue for the Intersection segment increased to $2.0 million in the first
quarter of 2022 from $1.9 million in the first quarter of 2021, an
increase of 4.8%. Revenue for the Highway segment decreased to $770,000 in
the first quarter of 2022 from $1.1 million in the first quarter of 2021, a
decrease of 29.2%.
Gross margin percent for product sales decreased to 45.3% in the three months
ended March 31, 2022 from 47.3% in the three months ended March 31, 2021. The
dollar amount of product sales gross profit decreased $127,000, or 23.1%, in the
three months ended March 31, 2022 compared to the prior year period. The
decrease in product gross margin percent was primarily the result of a decrease
in total product sales while software amortization expense remained the same.
Gross margin percent for royalty sales for the three months ended March 31, 2022
decreased to 94.2% from 94.9% in the same period in 2021. Gross profit from
royalties increased $10,000, or 0.5%, in the three months ended March 31,
2022 compared to the prior year period. The decrease in royalty gross margin
percent was due to slightly higher software amortization expense.
Selling, general and administrative expense was $1.7 million, or 61.3% of total
revenue, in the first quarter of 2022 compared to $1.4 million, or 45.9% of
total revenue, in the first quarter of 2021. The year-over-year increase for the
first three months is due to the increased stock-based compensation expense and
increased costs associated with resumed travel in the first three months of
2022.
Research and development expense decreased to $428,000, or 15.6% of total
revenue, in the three-month period ended March 31, 2022, from $496,000, or 16.6%
of total revenue, in the three-month period ended March 31, 2021. The decrease
was due to higher capitalized software development costs in the three-month
period ended March 31, 2022 of $313,000 compared to capitalized software costs
of $123,000 for the same period in 2021.
The Company recognized other income of $931,000 for the forgiveness of the
Paycheck Protection Program loan and accrued interest during the first quarter
of 2021. There were no comparable items in the first quarter of 2022.
There was $2,000 of tax expense in the three months ended March 31, 2022
compared to $205,000 in the prior year period.
Consolidated net income was $17,000, or $0.00 per basic share and diluted share,
in the three-month period ended March 31, 2022 compared to a net income of
$1.1 million, or $0.21 per basic and diluted share, in the comparable prior year
period.
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Liquidity and Capital Resources
At March 31, 2022, we had $4.4 million in cash and cash equivalents compared to
$8.2 million in cash and cash equivalents at December 31, 2021.
Net cash used for operating activities decreased to $45,000 in the first
three months of 2022 compared to $186,000 in the same period in 2021. The
decrease is a result of an increase in accounts payable and accounts receivable,
offset by an increase in other current assets. To avoid any unforeseen supply
chain delays, the Company purchased an increased amount of inventory components
in the first three months of 2022, compared to the prior year. Additionally, the
Company agreed to advance funds to fill component gaps in Econolite's production
of our vision cameras to avoid any future production delays.
Net cash used for investing activities was $3.1 million for the
first three months of 2022 compared to net cash used for investing activities of
$133,000 in the same period in 2021. The increase of the amount of net cash used
for investing activities in the first three months of 2022, compared to the
prior year period was primarily due to the purchase of $2.8 million of debt and
equity securities and higher capitalized internal software development costs
compared to the prior year period.
Net cash used for financing activities was $637,000 in the first three months of
2022 compared to net cash used for financing activities of $24,000 in the same
period in 2021. The increase of the amount of net cash used was due to a
quarterly cash dividend of $0.12 per share to shareholders paid during the three
months ended March 31, 2022, whereas in the first three months of 2021, we paid
no dividends.
We believe that cash and cash equivalents on hand at March 31, 2022 and cash
provided by operating activities will satisfy our projected working capital
needs, investing activities, and other cash requirements for at least one year
from March 31, 2022.
Off-Balance Sheet Arrangements
We do not participate in transactions or have relationships or other
arrangements with an unconsolidated entity, including special purpose and
similar entities, or other off-balance sheet arrangements.
Critical Accounting Policies
Our significant accounting policies are described in Note 1 to the Consolidated
Financial Statements in our Annual Report on Form 10-K for the year ended
December 31, 2021. The accounting policies used in preparing our interim
Condensed Consolidated Financial Statements as of and for the three months
ended March 31, 2022 are set forth elsewhere in this Quarterly Report on Form
10-Q and should be read in conjunction with those described in our Annual Report
on Form 10-K.
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Cautionary Statement:
This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange of 1934, as amended. Forward-looking
statements represent our expectations or beliefs concerning future events and
can be identified by the use of forward-looking words such as "expects,"
"believes," "may," "will," "should," "intends," "plans," "estimates," or
"anticipates" or other comparable terminology. Forward-looking statements are
subject to risks and uncertainties that may cause our actual results to differ
materially from the results described in the forward-looking statements. Factors
that might cause such differences include, but are not limited to:
º our historical dependence on a single product for most of our revenue;
º budget constraints by governmental entities that purchase our products,
including constraints caused by declining tax revenue;
º the continuing ability of Econolite to pay royalties owed;
º the mix of and margin on the products we sell;
º our dependence on third parties for manufacturing and marketing our
products;
º our dependence on single-source suppliers to meet manufacturing needs;
º our failure to secure adequate protection for our intellectual property
rights;
º our inability to develop new applications and product enhancements;
º the potential disruptive effect on the markets we serve of new and emerging
technologies and applications, including vehicle-to-vehicle communications
and autonomous vehicles;
º unanticipated delays, costs and expenses inherent in the development and
marketing of new products;
º our inability to respond to low-cost local competitors;
º our inability to properly manage any growth in revenue and/or production
requirements;
º the influence over our voting stock by affiliates;
º our inability to hire and retain key scientific and technical personnel;
º the effects of legal matters in which we may become involved;
º our inability to achieve and maintain effective internal controls;
º our inability to successfully integrate any acquisitions;
º tariffs and other trade barriers;
º political and economic instability, including continuing volatility in the
economic and political environment of the European Union;
º our inability to comply with international regulatory restrictions over
hazardous substances and electronic waste;
º disruptions in our supply chains; and
º conditions beyond our control such as war, terrorist attacks, health
epidemics (including the COVID-19 pandemic caused by the coronavirus) and
economic recession.
We caution that the forward-looking statements made in this report or in other
announcements made by us are further qualified by the risk factors set forth in
Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December
31, 2021.
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