Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

Consolidation, Policy [Policy Text Block]

Consolidation

– The financial statements include the accounts of Intelligent Systems Corporation and its majority owned and controlled U.S. and non-U.S. subsidiary companies after elimination of material inter-company accounts and transactions.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

– In preparing the financial statements in conformity with accounting principles generally accepted in the United States, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. These estimates and assumptions also affect amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Areas where we use estimates and make assumptions are to determine our allowance for doubtful accounts, valuation of our investments, depreciation and amortization expense, accrued expenses and deferred income taxes.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Translation of Foreign Currencies

– We consider that the respective local currencies are the functional currencies for our foreign operations. We translate assets and liabilities to U.S. dollars at period-end exchange rates. We translate income and expense items at average rates of exchange prevailing during the period. Translation adjustments are recorded as accumulated other comprehensive gain or loss as a separate component of stockholders’ equity. Upon sale of an investment in a foreign operation, the currency translation adjustment component attributable to that operation is removed from accumulated other comprehensive loss and is reported as part of gain or loss on sale of discontinued operations.

Receivables, Policy [Policy Text Block]

Accounts Receivable and Allowance for Doubtful Accounts

– Accounts receivable are customer obligations due under normal trade terms. They are stated at the amount management expects to collect. We sell our software products and transaction processing services to companies involved in a variety of industries that provide some form of credit or prepaid financing options or perform financial services. We perform continuing credit evaluations of our customers’ financial condition and we do

not

require collateral. The amount of accounting loss for which we are at risk in these unsecured receivables is limited to their carrying value.

Senior management reviews accounts receivable on a regular basis to determine if any receivables will potentially be uncollectible. We include any accounts receivable balances that are estimated to be uncollectible in our overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available to us, we believe our allowance for doubtful accounts as of

December 31, 2018

is adequate. However, actual write-offs might exceed the recorded allowance. Refer to Note

for additional information.

Marketable Securities, Policy [Policy Text Block]

Marketable Securities

–

Our marketable securities are stated at fair value and primarily consist of investments in exchange traded funds comprised of dividend paying companies. The fair value of the marketable securities is

$349,000

December 31, 2018;

an unrealized loss of

$113,000

is included in other income, net due to the adoption of new accounting guidance during

2018

as discussed below. The fair value of the marketable securities was

$438,000

December 31, 2017;

an unrealized gain of

$23,000

was included in other comprehensive loss.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

– Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related asset. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs and maintenance costs are expensed as incurred. We continually evaluate whether events and circumstances have occurred that indicate the remaining estimated useful life of property and equipment

may

warrant revision, or that the remaining balance of these assets

may

not

be recoverable. An asset is considered to be impaired when its carrying amount exceeds the sum of the undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss, if any, which is equal to the amount by which the carrying value exceeds its fair value, is charged to current operations.

The cost of each major class of property and equipment at

December 31, 2018

and

2017

is as follows:

(in thousands)	2018			2017
Machinery and equipment	$	3,321		$	2,519
Furniture and fixtures		194			153
Building		313			308
Subtotal		3,828			2,980
Accumulated depreciation		(2,315	)		(1,718	)
Property and equipment, net	$	1,513		$	1,262

Depreciation expense for continuing operations was

$614,000

and

$330,000

2018

and

2017,

respectively. These expenses are included in general and administrative expenses or, for assets associated with our processing data centers, are included in cost of services.

Investment, Policy [Policy Text Block]

Investments

– For entities in which we have a

percent ownership interest and over which we exercise significant influence, but do

not

have control, we account for investments in privately-held companies under the equity method, whereby we record our proportional share of the investee’s net income or net loss as an adjustment to the carrying value of the investment. We account for investments of less than

percent in non-marketable equity securities of corporations at the lower of cost or market. Our policy with respect to investments is to record an impairment charge when we conclude that an investment has experienced a decline in value that is other than temporary. At least quarterly, we review our investments to determine any impairment in their carrying value and we write-down any impaired asset at quarter-end to our best estimate of its current realizable value. Any such charges could have a material adverse impact on our financial condition or results of operations and are generally

not

predictable in advance. During the year ended

December 31, 2018,

we recognized an impairment loss of

$250,000

on our minority equity ownership in

one

of our investee companies, a privately held technology company and program manager in the FinTech industry. During the year ended

December 31, 2017,

we recognized

$1,738,000

of investment income, net, principally related to a gain of

$1,466,000

on the sale of shares in a tender offer for stock of

one

our investee companies, a privately-held technology company in the FinTech industry, and a gain of

$372,000

on a final payment after the escrow period on the sale of

one

of our prior investee companies. This was offset, to a lesser degree, by a

$100,000

write-down on a cost method investment. At

December 31, 2018

and

2017,

the aggregate value of investments was

$760,000

and

$1,035,000,

respectively.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

–

The carrying value of cash, accounts receivable, notes receivable, accounts payable and certain other financial instruments (such as accrued expenses and other current assets and liabilities) included in the accompanying consolidated balance sheets approximates their fair value principally due to the short-term maturity of these instruments.

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash, trade accounts, and notes receivable. Our available cash is held in accounts managed by

third

-party financial institutions. Cash

may

exceed the Federal Deposit Insurance Corporation, or FDIC, insurance limits. While we monitor cash balances on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, we have experienced

loss or lack of access to our cash; however, we can provide

assurances that access to our cash will

not

be impacted by adverse conditions in the financial markets.

A concentration of credit risk

may

exist with respect to trade receivables, as a substantial portion of our customers are concentrated in the financial services industry. We perform ongoing credit evaluations of customers worldwide and do

not

require collateral from our customers. Historically, we have

not

experienced significant losses related to receivables from individual customers or groups of customers in any particular industry or geographic area.

Fair Value Measurement, Policy [Policy Text Block]

Fair Value Measurements

–

In determining fair value, we use quoted market prices in active markets. Generally accepted accounting principles (“GAAP”) establishes a fair value measurement framework, provides a single definition of fair value, and requires expanded disclosure summarizing fair value measurements. GAAP emphasizes that fair value is a market-based measurement,

not

an entity specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing an asset or liability.

GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable input be used when available. Observable inputs are based on data obtained from sources independent of the company that market participants would use in pricing the asset or liability. Unobservable inputs are inputs that reflect the company’s assumptions about the estimates market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The hierarchy is measured in

three

levels based on the reliability of inputs:

• Level

- Valuations based on quoted prices in active markets for identical assets or liabilities that the company has the ability to access. Valuation adjustments and block discounts are

not

applied to Level

instruments.

• Level

- Valuations based on quoted prices in less active, dealer or broker markets. Fair values are primarily obtained from

third

party pricing services for identical or comparable assets or liabilities.

• Level

- Valuations derived from other valuation methodologies, including pricing models, discounted cash flow models and similar techniques, and

not

based on market, exchange, dealer, or broker-traded transactions. Level

valuations incorporate certain assumptions and projections that are

not

observable in the market and significant professional judgment is needed in determining the fair value assigned to such assets or liabilities.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

Our marketable securities investments are classified within level

of the valuation hierarchy.

The fair value of equity method and cost method investments has

not

been determined as it is impracticable to do so due to the fact that the investee companies are relatively small, early stage private companies for which there is

comparable valuation data available without unreasonable time and expense.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

– Product revenue consists of fees from software licenses. Service revenue consists of fees for processing services; professional services for software customization, consulting, training; reimbursable expenses; and software maintenance and customer support.

Our software license arrangements generally fall into

one

of the following

four

categories:

●	an initial contract with the customer to license certain software modules, to provide services to get the customer live on the software (such as training and customization) and to provide post contract support (“PCS”) for a specified period of time thereafter,

●	purchase of additional licenses for new modules or for tier upgrades for a higher volume of licensed accounts,

●	other optional standalone contracts, usually performed after the customer is live on the software, for services such as new interfaces or custom features requested by the customer, additional training and problem resolution not covered in annual maintenance contracts, and

●	contracts for certain licensed software products that involve an initial fee plus recurring monthly fees during the contract life.

At contract inception, we assess the products and services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a product or service (or bundle of products or services) that is distinct. A performance obligation is distinct if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. To identify our performance obligations, we consider all of the products or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. We recognize revenue when or as we satisfy a performance obligation by transferring control of a product or service to a customer. Our revenue recognition policies for each of the situations described above are discussed below.

Our software licenses generally have significant stand-alone functionality to the customer upon delivery and are considered to be functional intellectual property. Additionally, the purpose in granting these software licenses to a customer is typically to provide the customer a right to use our intellectual property. Our software licenses are generally considered distinct performance obligations, and revenue allocated to the software license is typically recognized at a point in time upon delivery of the license. Initial implementation fees do

not

meet the criteria for separate accounting because the software usually requires significant modification or customization that is essential to its functionality. We recognize revenue related to implementations over the life of the customer once the implementation is complete.

We account for the PCS element contained in the initial contract based on relative standalone selling price, which is annual renewal fees for such services, and PCS is recognized ratably on a straight-line basis over the period specified in the contract as we generally satisfy these performance obligations evenly using a time-elapsed output method over the contract term given there is

discernible pattern of performance. Upon renewal of the PCS contract by the customer, we recognize revenues ratably on a straight-line basis over the period specified in the PCS contract. All of our software customers purchase software maintenance and support contracts and renew such contracts annually.

Certain initial software contracts contain specified future service elements for scheduled completion following the implementation, and related recognition, of the initial license. In these instances, after the initial license recognition, where distinct future performance obligations are identified in the contract and we could reliably measure the completion of each identified performance obligation, we have recognized revenue at the time the individual performance obligation was completed.

Purchases of additional licenses for tier upgrades or additional modules are generally recognized as license revenue in the period in which the purchase is made for perpetual licenses or ratably over the remaining contract term for non-perpetual licenses.

Services provided under standalone contracts that are optional to the customer and are outside of the scope of the initial contract are single element services contracts. These standalone services contracts are

not

essential to the functionality of the software contained in the initial contract and generally do

not

include acceptance clauses or refund rights as

may

be included in the initial software contracts, as described above. Revenues from these services contracts, which are generally performed within a relatively short period of time, are recognized when the services are complete or in some cases as the services are provided. These revenues generally re-occur as contracts are renewed. Payment terms for professional services

may

be based on an upfront fixed fee with the remainder due upon completion or on a time and materials basis.

For contracts for licensed software which include an initial fee plus recurring monthly fees for software usage, maintenance and support, we recognize the total fees ratably on a straight-line basis over the estimated life of the contract as services revenue.

Revenues from processing services are typically volume- or activity-based depending on factors such as the number of accounts processed, number of accounts on the system, number of hours of services or computer resources used. For processing services which include an initial fee plus recurring monthly fees for services, we recognize the initial fees ratably on a straight-line basis over the estimated life of the contract as services revenue. The payment terms

may

include tiered pricing structures with the base tier representing a minimum monthly usage fee. For processing services revenues, we stand ready to provide continuous access to our processing platforms and perform an unspecified quantity of outsourced and transaction-processing services for a specified term or terms. Accordingly, processing services are generally viewed as a stand-ready performance obligation comprised of a series of distinct daily services. We typically satisfy our processing services performance obligations over time as the services are provided.

Technology or service components from

third

parties are frequently embedded in or combined with our products or service offerings. We are often responsible for billing the client in these arrangements and transmitting the applicable fees to the

third

party. We determine whether we are responsible for providing the actual product or service as a principal, or for arranging for the solution or service to be provided by the

third

party as an agent. Judgment is applied to determine whether we are the principal or the agent by evaluating whether we have control of the product or service prior to it being transferred to the customer. The principal versus agent assessment is performed at the performance obligation level. Indicators that we consider in determining if we have control include whether we are primarily responsible for fulfilling the promise to provide the specified product or service to the customer, whether we have inventory risk and discretion in establishing the price the customer ultimately pays for the product or service. Depending upon the level of our contractual responsibilities and obligations for delivering solutions to end customers, we have arrangements where we are the principal and recognize the gross amount billed to the customer and other arrangements where we are the agent and recognize the net amount retained.

Revenue is recorded net of applicable sales tax.

Deferred Revenue

–

Deferred revenue consists of advance payments by software customers for annual or quarterly PCS, advance payments from customers for software licenses and professional services

not

yet delivered, and initial implementation payments for processing services or bundled license and support services in multi-year contracts. We do

not

anticipate any loss under these arrangements. Deferred revenue is classified as long-term until such time that it becomes likely that the services or products will be provided within

months of the balance sheet date.

Cost of Sales, Policy [Policy Text Block]

Cost of Revenue

– For cost of revenue for software contracts, we capitalize the contract specific direct costs, which are included in other current assets and other long-term assets on the Consolidated Balance Sheets, and recognize the costs when the associated revenue is recognized. Cost of revenue for services includes direct cost of services rendered, including reimbursed expenses, pass-through

third

party costs, and data center, network association and compliance costs for processing services. We also capitalize the initial implementation fees for processing services contracts and recognize the costs over the life of the contract, when the corresponding revenue is recognized.

Research, Development, and Computer Software, Policy [Policy Text Block]

Software Development Expense

– Research and development costs are expensed in the period in which they are incurred. Contract specific software development costs are capitalized and recognized when the related contract revenue is recognized.

Standard Product Warranty, Policy [Policy Text Block]

Warranty Costs

–The warranty related to software license contracts consists of a defined number of months (usually

three

) of PCS after the go-live date, which is accrued as of the go-live date and recognized over the warranty period.

Legal Costs, Policy [Policy Text Block]

Legal Expense

–

Legal expenses for continuing operations are recorded as a component of general and administrative expense in the period in which such expenses are incurred.

Research and Development Expense, Policy [Policy Text Block]

Research and Development

– Research and development costs consist principally of compensation and benefits paid to certain company employees and certain other direct costs. All research and development costs are expensed as incurred.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock Based Compensation

– We record compensation cost related to unvested stock-based awards by recognizing the unamortized grant date fair value on a straight line basis over the vesting periods of each award. We have estimated forfeiture rates based on our historical experience. Stock option compensation expense for the years ended

December 31, 2018

and

2017

has been recognized as a component of general and administrative expenses in the accompanying Consolidated Financial Statements. We recorded

$62,000

and

$52,000

of stock-based compensation expense for the years ended

December 31, 2018

and

2017,

respectively.

A total of

12,000

options and

17,000

options were granted in the years ended

December 31, 2018

and

2017,

respectively, pursuant to the

2011

Non-employee Directors Stock Option Plan. The fair value of each option granted in

2018

and

2017

has been estimated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

Year ended December 31,	2018			2017
Risk free interest rate		1.91	%		0.98	%
Expected life of option in years		10			10
Expected dividend yield rate		0	%		0	%
Expected volatility		52	%		52	%

Under these assumptions, the weighted average fair value of options granted in

2018

and

2017

was

$4.86

and

$2.34

per share, respectively. The fair value of the grants is being amortized over the vesting period for the options. All of the company’s stock-based compensation expense relates to stock options. The total remaining unrecognized compensation cost at

December 31, 2018

related to unvested options was

$73,000

and is expected to be recognized in

2019

and

2020.

Income Tax, Policy [Policy Text Block]

Income Taxes

–

We account for income taxes under the liability method. We record deferred income taxes using enacted tax laws and rates for the years in which the taxes are expected to be paid. Deferred income tax assets and liabilities are recorded based on the differences between the financial reporting and income tax bases of assets and liabilities. We assess whether it is more likely than

not

that we will generate sufficient taxable income to realize our deferred tax assets. We record a valuation allowance, as necessary, to reduce our deferred tax assets to the amount of future tax benefit that we estimate is more likely than

not

to be realized.

We record tax benefits for positions that we believe are more likely than

not

of being sustained under audit examinations. We assess the potential outcome of such examinations to determine the adequacy of our income tax accruals. We recognize interest and penalties accrued related to unrecognized tax benefits in the provision for income taxes on our Consolidated Statements of Operations. We adjust our income tax provision during the period in which we determine that the actual results of the examinations

may

differ from our estimates or when statutory terms expire. Changes in tax laws and rates are reflected in our income tax provision in the period in which they occur.

Comprehensive Income, Policy [Policy Text Block]

Comprehensive Income (Loss)

– Comprehensive income (loss) represents net income adjusted for the results of certain stockholders’ equity changes

not

reflected in the Consolidated Statements of Operations. These items are accumulated over time as “accumulated other comprehensive loss” on the Consolidated Balance Sheet and consist primarily of net earnings/loss and foreign currency translation adjustments associated with foreign operations that use the local currency as their functional currency.

New Accounting Pronouncements, Policy [Policy Text Block]

Accounting Pronouncements Adopted

Revenue Recognition. In

May 2014,

the Financial Accounting Standards Board (“FASB”) issued ASU

2014

09,

Revenue from Contracts with Customers (Topic

606

) which amended the existing accounting standards for revenue recognition. ASU

2014

establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The Company adopted ASU

2014

in the

first

quarter of

2018

using the full retrospective approach. Because the Company’s primary source of revenues is from monthly transaction processing services and software maintenance and support services which are recognized monthly as incurred, as well as professional services which are performance obligation based, the impact on its consolidated financial statements is

not

material. For the

twelve

months ended

December 31, 2017,

the Company restated approximately

$123,000

in revenue and

$24,000

in cost of revenue for a net

$99,000

restatement to retained earnings. Additionally, we reclassified

$636,000

of products revenue to service revenue and

$209,000

of related cost of revenue from products cost of revenue to services cost of revenue based upon the associated performance obligations. The impact to the year ended

December 31, 2017

was as follows:

(in thousands)	Dec. 31, 2017
R evenue
Services	$	636
Products		(759	)
Total net revenue		(123	)
Cost of Revenue
Services		209
Products		(233	)
Total cost of revenue		(24	)
Net Income (loss)	$	(99	)

Financial Instruments

-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. In

January 2016,

the FASB issued ASU

2016

"Financial Instruments-Overall (Subtopic

825

): Recognition and Measurement of Financial Assets and Financial Liabilities." The guidance requires equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting) to be measured at fair value with changes in fair value recognized in net income. The amendments in this update also simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, eliminate the requirement for public business entities to disclose the method and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet and require these entities to use the exit price notion when measuring fair value of financial instruments for disclosure purposes. The adoption of ASU

2016

increases the volatility of our other income (expense), net, as a result of the unrealized gain or loss from the remeasurement of our equity securities. For more information on our cost method investments, see Note

which we have concluded do

not

have a readily determinable fair value. We have elected to use the measurement alternative for our non-marketable equity securities, defined as cost adjusted for changes from observable transactions for identical or similar investments of the same issuer, less impairment.

Recent Accounting Pronouncements

Not

Yet Adopted

February 2016,

the FASB issued ASU

2016

02,

Leases (Topic

842

) related to the accounting for leases. This pronouncement requires lessees to record most leases on their balance sheet, while expense recognition on the income statement remains similar to current lease accounting guidance. The guidance also eliminates real estate-specific provisions and modifies certain aspects of lessor accounting. Under the new guidance, lease classification as either a finance lease or an operating lease will determine how lease-related revenue and expense are recognized. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after

December 15, 2018.

As of

December 31, 2018,

the Company’s total lease commitments are approximately

$1,400,000.

The adoption of this standard is

not

expected to have a material effect on the Company’s operating results or financial condition.

Classification

Useful life in years

Machinery and equipment

Furniture and fixtures