Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References
made in this Quarterly Report on Form 10-Q to “we,” “our,” “us,” “Intellicheck,”
or the “Company,” refer to Intellicheck Mobilisa, Inc.
The
following discussion and analysis of our financial condition and results of operations constitutes management’s review of
the factors that affected our financial and operating performance for the six month period ended June 30, 2016. This discussion
should be read in conjunction with the financial statements and notes thereto contained elsewhere in this report and in our Annual
Report on Form 10-K, for the year ended December 31, 2015. The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries, Mobilisa, Inc. (“Mobilisa”) and Positive Access Corporation (“Positive Access”).
Overview
We
are a leading technology solutions company that is engaged in developing, integrating and marketing threat identification, identity
authentication, verification and validation technology solutions making it possible for customers to enhance the safety and awareness
of their facilities and people, improve customer service, and achieve increased operational efficiencies to address a variety
of challenges that include retail fraud prevention, age-restricted product sales compliance, law enforcement increased situational
awareness and threat identification and prevention, and mobile and handheld access control and security for the government, military
and commercial markets. Among Intellicheck’s products are Retail ID
™
and Retail ID Mobile
™
,
the industry leading solution for preventing fraud in the retail industry that provides added value in increasing customer loyalty
program and credit card application conversions; while delivering enhanced customer service; Age ID
™
, a smartphone
or tablet-based solution that can also be integrated in point of sale systems which provides instant identification verification
and authentication solutions for applications that include the prevention of the sale of age-restricted products to minors; Law
ID
™
, a flexible solution for mobile devices including smartphones and tablets that is used by law enforcement
officers to identify and mitigate threats; and Defense ID
®
, a mobile and fixed infrastructure solution for threat
identification, identity authentication and access control to military bases and other government facilities, and Guest ID
™
,
which makes hotel check-in faster, easier and more accurate by instantly authenticating an individual’s ID, and automatically
populating registration forms.
We
continue to develop and release innovative products based upon its rich patent portfolio consisting of over 25 patents.
Critical
Accounting Policies and the Use of Estimates
The
preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the amounts reported in the Company’s
financial statements and accompanying notes. Significant estimates and assumptions that affect amounts reported in the financial
statements include impairment of goodwill, valuation of intangible assets, deferred tax valuation allowances, allowance for doubtful
accounts and the fair value of stock options granted under the Company’s stock-based compensation plans. Due to the inherent
uncertainties involved in making estimates, actual results reported in future periods may be different from those estimates.
We
believe that there are several accounting policies that are critical to understanding our historical and future performance, as
these policies affect the reported amounts of revenue and the more significant areas involving management’s judgments and
estimates. These significant accounting policies relate to revenue recognition, stock-based compensation, deferred taxes and commitments
and contingencies. These policies and our procedures related to these policies are described in detail below.
Goodwill
The
excess of the purchase consideration over the fair value of the assets of acquired businesses is considered goodwill. Under authoritative
guidance, purchased goodwill is not amortized, but rather it is periodically reviewed for impairment. We had goodwill of $8,101,661
at June 30, 2016. This goodwill resulted from the acquisition of Mobilisa, Inc. and Positive Access Corporation.
For
the year ended December 31, 2015, we performed our annual impairment test of goodwill in the fourth quarter. Under authoritative
guidance, we can use industry and Company specific qualitative factors to determine whether it is more likely than not that impairment
exists, before using a two-step quantitative analysis. Events or changes in circumstances which could trigger an impairment review
include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other entity specific
events and sustained decrease in share price. As a result of the qualitative factors in 2015, specifically as a result of the
decline in the stock price and the decrease in market multiples, we performed the first step of the goodwill impairment test in
order to identify potential impairment by comparing our fair value of the Company to our carrying amount, including goodwill.
The fair value was determined using the weighting of certain valuation techniques, including both income and market approaches
which include a discounted cash flow analysis, an estimation of an implied control premium, in addition to our market capitalization
on the measurement date. The implied control premium selected was developed based on certain observable market data of comparable
companies. The market capitalization is sensitive to the volatility of our stock price. Although we believe that the factors considered
in the impairment analysis are reasonable, changes in any one of the assumptions used could have produced a different result which
may have led to an impairment charge. Any future impairment loss could have a material adverse effect on our long-term assets
and operating expenses in the period in which impairment is determined to exist.
As
of December 31, 2015, we determined that the fair value was in excess of its carrying amount and therefore the second step of
the goodwill impairment test was not required.
We
determined that no events occurred or circumstances changed during the six months ended June 30, 2016 that would more likely than
not reduce the fair value of the Company below its carrying amounts. We will, however, continue to monitor our stock price and
operations for any potential indicators of impairment. We will conduct the 2016 annual test for goodwill impairment in the fourth
quarter, or at such time where an indicator of impairment appears to exist.
Intangible
Assets
Our
intangible assets consist of trade names, patents, developed technology and non-contractual customer relationships and as a result
of a qualitative analysis, we do not believe there is any indication of impairment.
Revenue
Recognition and Deferred Revenue
Revenue
is generally recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable,
collectability is probable, and there is no future Company involvement or commitment. We sell our commercial products directly
through its sales force and through distributors. Revenue from direct
sales of products is recognized when shipped to the
customer and title has passed.
Under
the provisions of ASC Topic 605-25, “Revenue Arrangements with Multiple Deliverables,” for multi-element arrangements
that include tangible products containing software essential to the tangible product’s functionality and undelivered software
elements relating to the tangible product’s essential software, we allocate revenue to all deliverables based on their relative
selling prices. In such circumstances, we use a hierarchy to determine the selling price to be used for allocating revenue to
deliverables: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of selling
price and (iii) best estimate of the selling price (“ESP”). VSOE generally exists only when we sell the deliverable
separately and is the price actually charged by us for that deliverable. ESPs reflect the Company’s best estimates of what
the selling prices of elements would be if they were sold regularly on a stand-alone basis.
We
also recognize revenues from licensing of its patented software to customers. The licensed software requires continuing service
or post contractual customer support and performance; accordingly, a portion of the revenue is deferred based on its fair value
and recognized ratably over the period in which the future service, support and performance are provided, which is generally one
to three years. Royalties from the licensing of our technology are recognized as revenues in the period they are earned.
We
also perform consulting work for other companies. These services are billed on a time and materials basis. Revenue
from these arrangements is also recognized as time is spent on the contract and materials are purchased.
Subscriptions
to database information can be purchased for month-to-month, one, two, and three year periods. Revenue from subscriptions are
deferred and recognized over the contractual period, which is typically three years.
We
offer enhanced extended warranties for our sales of hardware and software at a set price. The revenue from these sales
are deferred and recognized on a straight-line basis over the contractual period, which is typically one to four years.
Stock-Based
Compensation
We
account for the issuance of equity awards to employees in accordance with ASC Topic 718 and 505, which requires that the cost
resulting from all share based payment transactions be recognized in the financial statements. This pronouncement establishes
fair value as the measurement objective in accounting for share based payment arrangements and requires all companies to apply
a fair value based measurement method in accounting for all share based payment transactions with employees.
Deferred
Income Taxes
Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss carry forwards.
Deferred tax assets and liabilities are measured using expected tax rates in effect for the year in which those temporary differences
are expected to be recovered or settled. We have recorded a full valuation allowance for our net deferred tax assets as of June
30, 2016, due to the uncertainty of the our ability to realize those assets.
Commitments
and Contingencies
We
are not currently involved in any legal proceedings that we believe would have a material adverse effect on our financial position,
results of operations or cash flows.
The
above listing is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment
of a particular transaction is specifically dictated by generally accepted accounting principles, with no need for management’s
judgment in their application. There are also areas in which management’s judgment in selecting any available alternative
would not produce a materially different result.
Results
of Operations
(All figures have been rounded to the nearest $1,000)
Comparison
of the three months ended June 30, 2016 to the three months ended June 30, 2015
Revenues
for quarter ended June 30, 2016 decreased 59% to $940,000 compared to $2,292,000 for the previous year.
Three months ended June 30,
|
|
|
2016
|
|
|
2015
|
|
|
% Change
|
|
Identity Systems
|
|
$
|
936,000
|
|
|
$
|
2,023,000
|
|
|
|
(54
|
)%
|
Other
|
|
|
4,000
|
|
|
|
269,000
|
|
|
|
(99
|
)%
|
|
|
$
|
940,000
|
|
|
$
|
2,292,000
|
|
|
|
(59
|
)%
|
The
decrease in Identity Systems revenue in the second quarter of 2016 is primarily the result of lower commercial and Defense ID
®
sales. The decrease in other revenues is a result of our sale of the Wireless asset business in the third quarter of 2015.
Total invoiced orders decreased 71% to $849,000 in the second quarter of 2016 compared to $2,908,000 in the second quarter of
2015. As of June 30, 2016, our backlog, which represents non-cancelable sales orders for products not yet shipped and services
to be performed, was approximately $124,000 compared to $1,046,000 at June 30, 2015. As of December 31, 2015, our backlog was
approximately $339,000.
Our
gross profit as a percentage of revenues was 79.6% for the three months ended June 30, 2016 compared to 45.4% for the three months
ended June 30, 2015. The increase in percentage is due to higher revenues on our Software as a Service (“SaaS”) model
and lower equipment sales that typically has a lower margin.
Operating
expenses, which consist of selling, general and administrative and research and development expenses, increased $269,000 or 12%
to $2,528,000 for the three months ended June 30, 2016 compared to $2,259,000 for the three months ended June 30, 2015. This increase
is primarily due to a severance package in the current quarter to a former officer pursuant to an employment agreement to be paid
through May 2017 and from accelerated R&D efforts on two new products; our Retail ID Mobile product we launched in May along
with another product we will be announcing shortly. These increases are offset in part by a reduction in headcount and amortization
in 2015 related to a fully amortized intangible asset.
Interest
and other income and interest expense was insignificant in the three month periods ended June 30, 2016 and 2015.
As
further explained in Note 7, we have a net operating loss carryforward for losses generated in prior years of $2.2 million and,
therefore, no provision for income tax has been made for the three months ended June 30, 2016.
As
a result of the factors noted above, the Company generated a net loss of $1,775,000 for the three months ended June 30, 2016 compared
to a net loss of $1,214,000 for the three months ended June 30, 2015.
Comparison
of the six months ended June 30, 2016 to the six months ended June 30, 2015
Revenues
decreased by 42% to $1,891,000 for the six months ended June 30, 2016 from $3,279,000 for the six months ended June 30, 2015.
Six months ended June 30,
|
|
|
2016
|
|
|
2015
|
|
|
% Change
|
|
Identity Systems
|
|
$
|
1,884,000
|
|
|
$
|
2,951,000
|
|
|
|
(36
|
)%
|
Other
|
|
|
7,000
|
|
|
|
328,000
|
|
|
|
(98
|
)%
|
|
|
$
|
1,891,000
|
|
|
$
|
3,279,000
|
|
|
|
(42
|
)%
|
The
decrease in Identity Systems revenues in the six months ended June 30, 2016, is primarily the result of lower commercial and Defense
ID
®
sales. The decrease in other revenues is the result of our sale of the Wireless asset business in the third
quarter of 2015.
Our
gross profit as a percentage of revenues amounted to 81.2% for the six months ended June 30, 2016 compared to 49.9% for the six
months ended June 30, 2015. The increase in the percentage is due to higher revenues on our new SaaS model and lower equipment
sales that typically has a lower margin.
Operating
expenses, which consist of selling, general and administrative and research and development expenses, increased $1,283,000 or
31% to $5,464,000 for the six months ended June 30, 2016 from $4,181,000 for the six months ended June 30, 2015. This increase
is primarily due to a severance package expensed in the current quarter to a former officer pursuant to an employment agreement
to be paid through May 2017, accelerated R&D efforts on two new products; our Retail ID Mobile product we launched in May
along with another product we will be announcing shortly and legal fees. These increases are offset in part by a reduction in
headcount and amortization in 2015 related to a fully amortized intangible asset.
Interest
and other income and expense was insignificant in both periods presented.
As
further explained in Note 7, we have a net operating loss carryforward for losses generated in prior years of $2.2 million and,
therefore, no provision for income tax has been made for the six months ended June 30, 2016.
As
a result of the factors noted above, the Company generated a net loss of $3,919,000 for the six months ended June 30, 2016 as
compared to a net loss of $2,516,000 for the six months ended June 30, 2015.
Liquidity
and Capital Resources
(All figures have been rounded to the nearest $1,000)
As
of June 30, 2016, we had cash and cash equivalents of $3,993,000, working capital (defined as current assets minus current liabilities)
of $3,207,000, total assets of $16,096,000 and stockholders’ equity of $13,760,000.
During
the six months ended June 30, 2016, we used net cash of $2,625,000 in operating activities as compared to net cash used of $2,495,000
in the six months ended June 30, 2015. Cash used in investing activities was $20,000 for the six months ended June 30, 2016 compared
to $197,000 for the six months ended June 30, 2015. Cash provided by financing activities was $684,000 for the six months ended
June 30, 2016 compared to $7,629,000 for the six months ended June 30, 2015.
On
February 24, 2016, we entered into a stock repurchase agreement with two former directors, who were also members of management
(the “Former Executives”) for the repurchase of all 979,114 shares owned by the Former Executives of our common stock
for $1,096,608. The transaction was finalized on March 4, 2016.
On
June 15, 2016, we announced the closing of an underwritten public offering of 1,200,000 shares of its common stock and
600,000 five year warrants to purchase shares with an exercise price of $2.20 per share, at a combined public offering of
$1.75 per share and half-warrant. Net proceeds to the Company from this offering were approximately $1,902,000 after
deducting underwriting discounts and commissions paid by the Company.
As part of the offering, there was an
overallotment option for the underwriters to purchase up to 180,000 shares of common stock at a purchase price of $1.63 per
share and/or up to 90,000 additional warrants at a purchase price of $0.0001 per warrant. On June 20, 2016, the underwriters
exercised their right to purchase 23,320 warrants. Direct offering costs totaling approximately $121,000 were recorded as
a reduction to the net proceeds on the consolidated statement of stockholders’ equity.
We
have a revolving credit facility with Silicon Valley Bank that allows for maximum borrowings of $2,000,000. The borrowings are
secured by collateralized accounts totaling $2,000,000. The facility bears interest at a rate of U.S. prime (3.50 % at June 30,
2016). Interest is payable monthly and the principal is due upon maturity on October 5, 2017. At June 30, 2016, there were no
amounts outstanding under this facility and unused availability under this facility was $2,000,000.
We
currently anticipate that our available cash, expected cash from operations and availability under the revolving credit agreement,
will be sufficient to meet our anticipated working capital and capital expenditure requirements for at least the next 12 months.
We
keep the option open to raise additional funds to respond to business contingencies which may include the need to fund more rapid
expansion, fund additional marketing expenditures, develop new markets for our technology, enhance our operating infrastructure,
respond to competitive pressures, or acquire complementary businesses or necessary technologies. There can be no assurance that
we will be able to secure the additional funds when needed or obtain such on terms satisfactory to us, if at all.
We
have filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”),
which became effective July 19, 2010. Under the shelf registration statement, we may offer and sell, from time to time in the
future in one or more public offerings, our common stock, preferred stock, warrants, and units. The aggregate initial offering
price of all securities sold by us will not exceed $25,000,000, and, pursuant to SEC rules, we may only sell up to one-third of
the market cap held by non-affiliate stockholders in any 12-month period. We renewed this registration with the SEC on July 31,
2013 and it was declared effective August 6, 2013.
The
specific terms of any future offering, including the prices and use of proceeds, will be determined at the time of any such offering
and will be described in detail in a prospectus supplement which will be filed with the SEC at the time of the offering.
The
shelf registration statement is designed to give the Company the flexibility to access additional capital at some point in the
future when market conditions are appropriate.
We
are not currently involved in any legal or regulatory proceeding, or arbitration, the outcome of which is expected to have a material
adverse effect on our business.
Net
Operating Loss Carry Forwards
As
of December 31, 2015, we had net operating loss carryforwards (“NOL’s”) for federal and New York State income
tax purposes of approximately $47.4 million. In March 2016, we completed a study which determined that a cumulative three-year
ownership change in excess of 50% had occurred in March 2016 due to a share repurchase. As a result, our available NOLs were reduced
from $47.4 million to $2.2 million during the first quarter of 2016. There can be no assurance that we will realize any benefit
of the NOL’s. The federal and New York state NOL’s are available to offset future taxable income and expire from 2016
to 2036, if not utilized.
Adjusted
EBITDA
We
use Adjusted EBITDA as a non-GAAP financial performance measurement. Adjusted EBITDA is calculated by adding back to net loss,
interest, income taxes, impairments of long-lived assets and goodwill, depreciation, amortization and stock-based compensation
expense. Adjusted EBITDA is provided to investors to supplement the results of operations reported in accordance with GAAP. Management
believes that Adjusted EBITDA provides an additional tool for investors to use in comparing our financial results with other companies
that also use Adjusted EBITDA in their communications to investors. By excluding non-cash charges such as impairments of long-lived
assets and goodwill, amortization, depreciation and stock-based compensation, as well as non-operating charges for interest and
income taxes, investors can evaluate our operations and can compare the results on a more consistent basis to the results of other
companies. In addition, Adjusted EBITDA is one of the primary measures management uses to monitor and evaluate financial and operating
results.
We
consider Adjusted EBITDA to be an important indicator of our operational strength and performance of our business and a useful
measure of our historical operating trends. However, there are significant limitations to the use of Adjusted EBITDA since it
excludes interest and other income and expense, impairments of long lived assets and goodwill, stock-based compensation expense,
all of which impact our profitability, as well as depreciation and amortization related to the use of long-term assets which benefit
multiple periods. We believe that these limitations are compensated by providing Adjusted EBITDA only with GAAP net loss and clearly
identifying the difference between the two measures. Consequently, Adjusted EBITDA should not be considered in isolation or as
a substitute for net loss presented in accordance with GAAP. Adjusted EBITDA as defined by us may not be comparable with similarly
named measures provided by other entities.
A
reconciliation of GAAP net loss to Adjusted EBITDA follows:
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
Net loss
|
|
$
|
(1,775,116
|
)
|
|
$
|
(1,213,973
|
)
|
|
$
|
(3,918,607
|
)
|
|
$
|
(2,516,086
|
)
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other - net
|
|
|
(4,078
|
)
|
|
|
(4,273
|
)
|
|
|
(9,193
|
)
|
|
|
(29,423
|
)
|
Depreciation and amortization
|
|
|
116,377
|
|
|
|
230,702
|
|
|
|
223,170
|
|
|
|
571,023
|
|
Stock-based compensation costs
|
|
|
369,664
|
|
|
|
178,883
|
|
|
|
667,694
|
|
|
|
267,408
|
|
Adjusted EBITDA
|
|
|
(1,293,153
|
)
|
|
$
|
(808,661
|
)
|
|
$
|
(3,036,936
|
)
|
|
$
|
(1,707,078
|
)
|
Off-Balance
Sheet Arrangements
We
have not entered into any off-balance sheet financing arrangements and have not established any special purpose entities. We have
not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.
Forward
Looking Statements
This
document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act
of 1995, particularly statements anticipating future growth in revenues, loss from operations and cash flow. Words such as “anticipates,”
“estimates,” “expects,” “projects,” “intends,” “plans,” “believes”
and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify
forward-looking statements. These forward-looking statements are based on management’s current expectations and beliefs
about future events. As with any projection or forecast, they are inherently susceptible to uncertainty and changes in circumstances,
and the Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements
whether as a result of such changes, new information, subsequent events or otherwise.