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-looking statements. 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, 2019 as filed with the Securities and Exchange Commission.





Overview


Our consolidated 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 derive our product 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 loan transactions. Our service 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.

Our results vary in part depending on the size and number of software licenses recognized as well as the value and number of professional services contracts recognized in a particular period. As we continue to grow our Processing Services business, we continue to gain economies of scale on the investment we have made in the infrastructure, resources, processes and software features developed over the past number of years to support this growing side of our business. We are adding new processing customers at a faster pace than we are adding new license customers, resulting in steady growth in the processing revenue stream. However, we are also experiencing growth in our professional services revenue due to the addition of a large new customer in 2018. In total, this customer represented 65% and 50% of our consolidated revenues in the first six months of 2020 and 2019, respectively. We expect future professional services, maintenance, and license revenue from this customer in 2020 and future years; however, the amount and timing will be dependent on various factors not in our control such as the number of accounts on file and the level of customization needed by the customer. License revenue from this customer, similar to other license arrangements, is tiered based on the number of active accounts on the system. Once the customer achieves each tier level they receive a perpetual license up to that number of accounts; inactive accounts do not count toward the license tier. The customer receives an unlimited perpetual license at a maximum tier level that allows them to utilize the software for any number of active accounts. They currently use the software for a single institution and additional license fees apply if multiple institutions are added. Support and maintenance fees are charged based on the tier level achieved and increase at new tier levels.

While we typically receive revenue based on the number of active accounts on file rather than transaction volume, the recently declared pandemic related to the coronavirus could adversely impact our future results if the ability of our customers to continue to add new accounts is negatively impacted by the decrease in economic activity caused by the virus. As noted above, we receive license revenue when our customers achieve new active account tiers. The impact of slower growth or declines in active accounts would result in lower than expected license revenue which would then result in lower than expected maintenance revenue. Similarly, we typically receive processing revenue based on the number of active accounts our customers have on our system. If our customers fail to add new accounts or experience declines in active accounts due to inactivity, we could experience lower than expected growth in processing revenue or lower processing revenue. We could also experience delays or declines in professional services revenue and new customer sign-ups and implementations if customers or potential customers delay or cancel their plans due to the virus related economic slowdown. Thus far, we have experienced some slowdowns in customer account growth and some customers have stopped adding new accounts resulting in flat or declining active accounts. The impact on first and second quarter results was limited and, for the second quarter, was mitigated primarily by new program offerings by a large customer related to government stimulus efforts. These programs are limited in duration and may not continue beyond the initial statutory term of one year. We could therefore experience more significant negative impacts on full year results which we are not currently able to quantify.





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Additionally, our operations could be impacted, and we could experience higher costs if, despite our mitigation and prevention efforts, the virus spread prevents affected employees from performing key duties. Our employees in India have been required to work remotely since mid-March. We have maintained key functions; however, the continuance of remote work will likely negatively impact productivity which could impact operations and revenues.

The infrastructure of our multi customer environment is scalable for the future. A significant portion of our expense is related to personnel, including approximately 530 employees located in India and Romania. Our ability to hire and train employees on our processes and software impacts our ability to onboard new customers and deliver professional services for software customizations. In addition, we have certain corporate office expenses associated with being a public company that impact our operating 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.



We continue to maintain a strong cash position. We intend to use cash balances to support the domestic and international operations associated with our CoreCard business and to expand our operations in the FinTech industry through financing the growth of CoreCard and, if appropriate opportunities become available, through acquisitions of businesses in this industry. In November 2018, our Board of Directors authorized a share repurchase program of $5 million. We did not make any share repurchases in 2020 or 2019.





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.

Revenue - Total revenue in the three and six month periods ended June 30, 2020 was $8,053,000 and $15,946,000, respectively, which represents increases of 7 percent and 10 percent compared to the respective periods in 2019.

? Revenue from services was $8,053,000 and $15,946,000 in the three and six month

periods ended June 30, 2020, respectively, which represents an increase of 18

percent and 23 percent compared to the respective periods in 2019. Revenue from

transaction processing services, software maintenance and support services, and

professional services were greater in the second quarter and first six months

of 2020 as compared to the second quarter and first six months of 2019 due to

an increase in the number of customers and accounts on file and an increase in

the number and value of professional services contracts completed during the

second quarter of 2020. We expect that processing services will continue to

grow as our customer base increases; however, the time required to implement

new customer programs could be delayed due to third party integration and

approval processes and other factors. It is difficult to predict with accuracy

the number and value of professional services contracts that our customers will

require in a given period. Customers typically request our professional

services to modify or enhance their CoreCard® software implementation based on

their specific business strategy and operational requirements, which vary from

customer to customer and period to period.

? Revenue from products, which is primarily software license fees, was $0 in both

the three and six month periods, ended June 30, 2020, compared to $700,000 and

$1,500,000 in the respective comparable periods of 2019. The decrease results

from no customers achieving new license tiers in the second quarter or first


  six months of 2020.




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Cost of Revenue - Total cost of revenue was 46 percent and 45 percent of total revenue in the three and six month periods ended June 30, 2020, respectively, compared to 39 percent and 38 percent of total revenue in the corresponding periods of 2019. The increase in cost of revenue as a percentage of revenue is primarily driven by decreased product sales with low associated costs. Cost of revenue includes costs to provide annual maintenance and support services to our installed base of licensed customers, costs to provide professional services, and costs to provide our financial transaction processing services. The cost and gross margins on such revenues can vary considerably from period to period depending on the customer mix, customer requirements and project complexity as well as the mix of our U.S. and offshore employees working on the various aspects of services provided. In addition, we continue to devote the resources necessary to support our growing processing business, including direct costs for regulatory compliance, infrastructure, network certifications, and customer support. However, we are continuing to experience economies of scale in our processing environment and did experience a decrease year over year for our cost of financial transaction processing services as a percentage of transaction processing services revenue. This may be subject to change in the future if new regulations or processing standards are implemented causing us to incur additional costs to comply.

Operating Expenses - In the three month period ended June 30, 2020, total operating expenses from consolidated operations were lower than in the corresponding period in 2019 primarily due to lower general and administrative expenses. In the six month period ended June 30, 2020, total operating expenses from consolidated operations were lower than in the corresponding period in 2019 primarily due to lower research and development expense. Research and development expenses were 7 percent higher and 11 percent lower in three and six month periods in 2020, respectively, as compared to the same periods in 2019. In the three month period ended June 30, 2020, research and development expenses were higher mainly due to payroll and related expense for additional offshore technical personnel. In the six month period ended June 30, 2020, research and development expenses were lower mainly due to lower recognition-based bonus accruals, partially offset by payroll and related expense for additional offshore technical personnel. General and administrative expenses were 36 percent lower in the three month period ended June 30, 2020 due to higher legal and advisory expenses related to 2019 contract negotiations and strategic initiatives of the Board that did not recur in the comparable 2020 period. General and administrative expenses were 4 percent higher in the six month period ended June 30, 2020. Marketing expenses decreased 39 percent and 29 percent for the three and six month periods in 2020, respectively, as compared to the same periods in 2019 as we continued to place less focus on marketing initiatives for CoreCard. Our client base continues to increase with minimal marketing efforts as we continue to have prospects contact us via online searches; however, we will continue to re-evaluate our marketing expenditures as needed to competitively position the Processing Services business.

Investment Income (Loss) - In the three and six months ended June 30, 2020, we recorded $95,000 and $1,145,000 of investment losses, respectively, compared to investment losses of $21,000 for the three months ended June 30, 2019 and investment income of $4,000 for the six months ended June 30, 2019. The investment losses for the six months ended June 30, 2020 primarily relate to impairment charges on investments resulting from the economic downturn caused by the recent pandemic and losses on equity method investments.

Other Income (Loss) - In the three and six months ended June 30, 2020, we recorded income of $117,000 and $253,000, respectively, compared to income of $146,000 and $249,000 for the comparable 2019 periods. The decrease for the three month period is primarily due to lower interest rates in the 2020 period.

Income Taxes - Our effective tax rates for the three and six months ended June 30, 2020 were 19.3 percent and 22.5 percent compared to effective tax rates of 22.7 percent and 23.4 percent for the respective periods in 2019.

Liquidity and Capital Resources

Our cash balance at June 30, 2020, was $32,316,000 compared to $26,415,000 at December 31, 2019. During the six months ended June 30, 2020, cash provided by operations was $9,714,000 compared to cash provided by operations of $5,954,000 for the six months ended June 30, 2019. The increase is primarily due to higher deferred revenue and lower accounts receivable balances and a non-cash impairment charge, partially offset by lower net income and lower accrued payroll. In addition, we advanced $1,000,000 on a Promissory Note which is described in more detail in Note 3 to the Consolidated Financial Statements. We used $2,767,000 of cash to acquire computer equipment primarily for the technical resources added in our India office and to upgrade our existing processing environment in the U.S.





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We expect to have sufficient liquidity from cash on hand as well as projected customer payments to support our operations and capital equipment purchases in the foreseeable future. Currently, 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 and valuation of investments 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, 2019. 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 2019. During the six month period ended June 30, 2020, there were no significant or material changes in the application of critical accounting policies.

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.


  ? Increased federal and state regulations and reluctance by financial
    institutions to act as sponsor banks for prospective customers could result in
    losses and additional cash requirements.


  ? In 2018, we added a large new license customer that represented 60% of our
    consolidated revenues for the twelve months ended December 31, 2019. Failure
    to meet our responsibilities under the related contract could result in breach
    of contract and loss of the customer and related future revenues.


  ? 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 our target markets within a reasonable time frame
    and at a price point that supports a profitable, sustainable business model.


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


  ? Software errors or poor quality control may delay product releases, increase
    our costs, result in non-acceptance of our software by customers or delay
    revenue recognition.


  ? We could fail to expand our base of customers as quickly as anticipated,
    resulting in lower revenue and profits 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.




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  ? Delays in anticipated customer payments for any reason would increase our cash
    requirements and could adversely impact our profits.


  ? 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 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.


  ? Volatility in the markets, including as a result of political instability,
    civil unrest, war or terrorism, or pandemics or other natural disasters, such
    as the recent outbreak of coronavirus, could adversely affect future results
    of operations and could negatively impact the valuation of our investments.


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

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