Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q

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x
        
        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2008ORo
        
        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________________ to ________________






Commission file number:0-26056



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Image Sensing Systems, Inc.

(Exact name of registrant as specified in its charter)



Minnesota
        41-1519168(State or other jurisdiction ofincorporation or organization)
        (I.R.S. EmployerIdentification No.)500 Spruce Tree Centre1600 University Avenue WestSt. Paul, MN
        55104(Address of principal executive offices)
        (Zip Code)




(651) 603-7700

(Registrants telephone number, including area code)



Not Applicable

(Former name, former address and former fiscal year, if changed since last report)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesxNoo



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filero
        Accelerated fileroNon-accelerated filero(Do not check if a smaller reporting company)
        Smaller reporting companyx




Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). YesoNox



Indicate the number of shares outstanding of each
of the issuers classes of common stock, as of the latest practicable date.



Class
        
        Outstanding at July 25, 2008Common Stock, $0.01 par value per share
        
        3,932,806 shares










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IMAGE SENSING SYSTEMS, INC.



TABLE OF CONTENTS



Page No.PART I.
        FINANCIAL INFORMATION
        3Item 1.
        Financial Statements, Unaudited
        3Condensed Consolidated Balance Sheets
        3Condensed Consolidated Statements of Income
        4Condensed Consolidated Statements of Cash Flows
        5Notes To Condensed Consolidated Financial Statements
        6Item 2.
        Managements Discussion and Analysis of Financial Condition and Results of Operations
        10Item 3.
        Quantitative and Qualitative Disclosures About Market Risk
        16Item 4T.
        Controls and Procedures
        16PART II.
        OTHER INFORMATION
        17Item 1.
        Legal Proceedings
        17Item 1A.
        Risk Factors
        17Item 2.
        Unregistered Sales of Equity Securities and Use of Proceeds
        17Item 3.
        Defaults Upon Senior Securities
        17Item 4.
        Submission of Matters to a Vote of Security Holders
        17Item 5.
        Other Information
        18Item 6.
        Exhibits
        18SIGNATURES
        19EXHIBIT INDEX
        20






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PART I. FINANCIAL INFORMATION



Item 1.   Financial Statements, Unaudited


Image Sensing Systems, Inc.

Condensed Consolidated Balance Sheets

(in thousands)



June 30,2008
        
        December 31,2007(Unaudited)
        
        (Note)AssetsCurrent assets:Cash and cash equivalents
        
        $
        7,333
        
        $
        5,613Restricted cash
        
        
        
        
        
        5,263Accounts receivable, net
        
        
        5,706
        
        
        4,997Inventories
        
        
        2,034
        
        
        1,579Prepaid expenses
        
        
        530
        
        
        228Deferred income taxes
        
        
        142
        
        
        142Total current assets
        
        
        15,745
        
        
        17,822Property and equipment, net
        
        
        698
        
        
        700Restricted investments, net
        
        
        5,082
        
        
        Deferred income taxes
        
        
        1,849
        
        
        1,676Goodwill and intangible assets
        
        
        9,756
        
        
        10,140Total assets
        
        $
        33,130
        
        $
        30,338Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
        
        $
        679
        
        $
        816Bank debt, current portion
        
        
        1,000
        
        
        5,000Accrued compensation
        
        
        747
        
        
        703Accrued warranty and other
        
        
        916
        
        
        510Income taxes payable
        
        
        296
        
        
        Total current liabilities
        
        
        3,638
        
        
        7,029Bank debt
        
        
        3,834
        
        
        Income taxes payable
        
        
        150
        
        
        84Shareholders equity:Common stock
        
        
        39
        
        
        39Additional paid-in capital
        
        
        11,170
        
        
        11,004Accumulated other comprehensive income
        
        
        7
        
        
        161Retained earnings
        
        
        14,292
        
        
        12,021Total shareholders equity
        
        
        25,508
        
        
        23,225Total liabilities and shareholders equity
        
        $
        33,130
        
        $
        30,338




Note: The balance sheet at December 31, 2007 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.



See accompanying notes to condensed consolidated financial statements.



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Image Sensing Systems, Inc.

Condensed Consolidated Statements of Income

(Unaudited)

(in thousands, except per share data)



Three-Month Periods EndedJune 30,
        
        Six-Month Periods EndedJune 30,2008
        
        2007
        
        2008
        
        2007Revenue:International sales
        
        $
        1,446
        
        $
        736
        
        $
        2,801
        
        $
        1,089North American sales
        
        
        1,923
        
        
        
        
        
        3,548
        
        
        Royalties
        
        
        3,373
        
        
        2,304
        
        
        6,265
        
        
        4,5956,742
        
        
        3,040
        
        
        12,614
        
        
        5,684Costs of revenue:International sales
        
        
        633
        
        
        288
        
        
        1,241
        
        
        415North American sales
        
        
        773
        
        
        
        
        
        1,367
        
        
        1,406
        
        
        288
        
        
        2,608
        
        
        415Gross profit
        
        
        5,336
        
        
        2,752
        
        
        10,006
        
        
        5,269Operating expenses:Selling, marketing and product support
        
        
        1,660
        
        
        876
        
        
        2,993
        
        
        1,561General and administrative
        
        
        1,015
        
        
        552
        
        
        1,903
        
        
        1,122Research and development
        
        
        765
        
        
        534
        
        
        1,466
        
        
        1,128Amortization of intangible assets
        
        
        192
        
        
        
        
        
        384
        
        
        3,632
        
        
        1,962
        
        
        6,746
        
        
        3,811Income from operations
        
        
        1,704
        
        
        790
        
        
        3,260
        
        
        1,458Other income, net
        
        
        23
        
        
        142
        
        
        64
        
        
        280Income before income taxes
        
        
        1,727
        
        
        932
        
        
        3,324
        
        
        1,738Income taxes
        
        
        512
        
        
        230
        
        
        1,053
        
        
        480Net income
        
        $
        1,215
        
        $
        702
        
        $
        2,271
        
        $
        1,258Net income per common share:Basic
        
        $
        0.31
        
        $
        0.18
        
        $
        0.58
        
        $
        0.33Diluted
        
        $
        0.30
        
        $
        0.18
        
        $
        0.57
        
        $
        0.32Weighted average number of common shares outstanding:Basic
        
        
        3,929
        
        
        3,779
        
        
        3,929
        
        
        3,776Diluted
        
        
        3,999
        
        
        3,874
        
        
        4,013
        
        
        3,880




See accompanying notes to condensed consolidated financial statements.



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Image Sensing Systems, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)



Six-Month Periods EndedJune 30,2008
        
        2007Operating activities:Net income
        
        $
        2,271
        
        $
        1,258Adjustments to reconcile net income to net cash provided by (used in) operating activitiesDepreciation and amortization
        
        
        573
        
        
        123Stock option expense
        
        
        159
        
        
        73Change in operating assets and liabilities
        
        
        (798
        )
        
        (2,483
        )Net cash provided by (used in) operating activities
        
        
        2,205
        
        
        (1,029
        )Investing activities:Net purchases of property and equipment
        
        
        (188
        )
        
        (22
        )Net (purchases) sales of investments
        
        
        (5,400
        )
        
        1,000Net cash provided by (used in) investing activities
        
        
        (5,588
        )
        
        978Financing activities:Proceeds from exercise of stock options
        
        
        6
        
        
        33Repayment of bank debt
        
        
        (166
        )
        
        Cash released from restriction
        
        
        5,263
        
        
        Net cash provided by financing activities
        
        
        5,103
        
        
        33Increase (decrease) in cash and cash equivalents
        
        
        1,720
        
        
        (18
        )Cash and cash equivalents, beginning of period
        
        
        5,613
        
        
        11,626Cash and cash equivalents, end of period
        
        $
        7,333
        
        $
        11,608




See accompanying notes to condensed consolidated financial statements.





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IMAGE SENSING SYSTEMS, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2008



Note A: Basis of Presentation



The accompanying unaudited condensed consolidated financial statements of Image Sensing Systems, Inc. (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. It is the opinion of management that the unaudited condensed consolidated financial statements include all adjustments consisting of normal recurring accruals considered necessary for a fair presentation. Operating results for the three-month and six-month periods ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008. For further information, refer to the
consolidated financial statements and footnotes thereto in our Annual Report on Form 10-K for the year ended December 31, 2007.



Note B: Investments



Investments and marketable securities that do not qualify as cash equivalents have been designated as available-for-sale in accordance with Statement of Financial Accounting Standard (SFAS) No. 115,Accounting for Certain Investments in Debt and Equity Securities. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported in Accumulated other comprehensive income, a component of shareholders equity.



At June 30, 2008, we held $5.4 million (par value) of investments comprised of auction rate securities, or ARS, with maturity dates ranging from 2031 to 2047. All our ARS held are AAA/Aaa rated, with substantially all collateralized by student loans guaranteed by the U.S. government under the Federal Family Education Loan Program. Until February 2008, the auction rate securities market was highly liquid. Since mid-February 2008, a substantial number of auctions have failed. The immediate effect of a failed auction is that such holders cannot sell the securities at auction. In the case of a failed auction, with respect to the ARS held by us, the ARS are deemed not currently liquid. In the case of funds invested by us in ARS which are the subject of a failed auction, we may not be able to access the funds in the near term without a loss of principal unless a future auction on these investments is successful or
the issuer calls the security pursuant to a mandatory tender or redemption prior to maturity.



At June 30, 2008, there was insufficient observable ARS market information available to determine the fair value of our investments. Therefore, we estimated fair value by using broker quotes primarily based on (a) a discounted cash flow model with factors including tax status, credit quality, duration, insurance swaps, levels of federal guarantees and likelihood of redemption and (b) estimates of observable market data for similar securities (when available). Based on this analysis, we recorded an unrealized loss of $318,000 in other comprehensive income ($210,000 net of tax) related to our ARS investments. We believe this unrealized loss is primarily attributable to the limited liquidity of these investments, and it is our intent to hold these investments long enough to avoid realizing any significant loss. Nonetheless, if uncertainties in the credit and capital market continue, if these markets further
deteriorate, or if we no longer have the ability to hold these investments, we may be required to recognize other-than-temporary impairment charges. We do not believe we need access to these funds for operational purposes for the foreseeable future. The ARS investments are classified as long-term on our balance sheet and are pledged as collateral under our banking arrangement with Associated Bank.



Note C: Acquisition



On December 6, 2007, we purchased certain assets of EIS Electronic Integrated Systems, Inc. (EIS), including its RTMS radar product line. The purchase price was $10.9 million in cash plus 147,202 shares of our common stock valued at approximately $2.5 million. We borrowed $5.0 million from a bank to partially finance the purchase. In addition to the purchase price, we incurred $506,000 in direct acquisition costs. As part of the purchase agreement, the sellers are eligible to receive an earn-out based on the performance of the assets for the next three years. Earn-outs will be calculated and paid annually. Based on target achievement, the sellers would receive $2.0 million annually or a total of $6.0 million. Earn-out payments related to the EIS asset purchase will be recorded as additional goodwill when earned. Following the purchase, the former operations of EIS were split into two subsidiaries: ISS Image
Sensing Systems Canada Ltd. (ISS/Canada) and ISS Canada Sales Corp. (Canada Sales Corp.).



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EIS was named in a U.S. lawsuit in 2006 for infringement of a patent. On October 31, 2007, the court entered judgment that EIS had not infringed on the patent. The plaintiff has appealed the decision, and EIS has continued its defense as provided in the EIS asset purchase agreement. In addition, EIS must indemnify us for any of our expenses, claims or judgments related to this lawsuit up to the amount of the purchase price, including any earn-out payments. Management believes that the ultimate outcome of this legal action will not have a material adverse effect on our financial statements.



The results of operations of ISS/Canada and Canada Sales Corp. are included in the accompanying financial statements since the date of the EIS asset purchase. The following pro forma summary presents the results of operations as if the EIS asset purchase had occurred on January 1, 2007. The pro forma results are not necessarily indicative of the results that would have been achieved had the EIS asset purchase taken place on that date (in thousands, except per share amounts):



Three-monthperiod endedJune 30, 2007
        
        Six-monthperiod endedJune 30, 2007Total revenue
        
        $
        5,640
        
        $
        9,484Net income
        
        
        878
        
        
        1,019Net income per share:Basic
        
        $
        0.22
        
        $
        0.26Diluted
        
        $
        0.22
        
        $
        0.25




Note D: Goodwill and Intangible Assets



Goodwill consists of $1.1 million related to our acquisition of Flow Traffic Ltd. and $3.8 million recorded in 2007 for the EIS asset purchase.



Intangible assets consisted of the following (dollars in thousands):



June 30, 2008
        
        December 31, 2007Developed technology (8 year life)
        
        $
        3,900
        
        $
        3,900Trade names (5 year life)
        
        
        1,200
        
        
        1,200Other intangibles (5 year life)
        
        
        200
        
        
        200Less: Accumulated amortization
        
        
        (435
        )
        
        (51
        )Total identifiable intangible assets, net
        
        $
        4,865
        
        $
        5,249




We expect to recognize amortization expense for the intangible assets in the above table of $768,000 in each of the years ending December 31, 2008, 2009, 2010 and 2011 and of $749,000 in 2012. Goodwill and intangible assets related to the EIS asset purchase are deductible for tax purposes over 15 years.



Note E: Net Income Per Common Share



The following table sets forth the computations of basic and diluted net income per common share for the three-month and six-month periods ended June 30, 2008 and 2007 (in thousands, except per share data ):



Three-Month Periods EndedJune 30,
        
        Six-Month Periods EndedJune 30,2008
        
        2007
        
        2008
        
        2007Numerator:Net income
        
        $
        1,215
        
        $
        702
        
        $
        2,271
        
        $
        1,258Denominator:Shares used in basic net income per common share calculation
        
        
        3,929
        
        
        3,779
        
        
        3,929
        
        
        3,776Effect of diluted securities:Employee and director stock options
        
        
        70
        
        
        95
        
        
        84
        
        
        104Shares used in diluted net income per common share calculations
        
        
        3,999
        
        
        3,874
        
        
        4,013
        
        
        3,880Basic net income per common share
        
        $
        0.31
        
        $
        0.18
        
        $
        0.58
        
        $
        0.33Diluted net income per common share
        
        $
        0.30
        
        $
        0.18
        
        $
        0.57
        
        $
        0.32






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Comprehensive income was $1.2 million and $702,000 in the three-month periods ended June 30, 2008 and 2007, respectively, and was $2.1 million and $1.3 million in the six-month periods ended June 30, 2008 and 2007, respectively.



Note F: Stock-Based Compensation



We recorded $159,000 and $73,000 of stock-based compensation in general and administrative expense for the six-month periods ended June 30, 2008 and 2007, respectively. Options to purchase 20,000 shares and 64,000 shares, at a weighted average exercise price of $15.00 and $13.19, and options to purchase 31,000 shares and 106,000 shares, at a weighted average exercise price of $15.85 and $14.68, were granted for the three-month and six-month periods ended June 30, 2008 and 2007, respectively. As of June 30, 2008, $809,000 of total unrecognized compensation expense related to non-vested stock option awards is expected to be recognized over a weighted average period of 2.8 years.



We used the Black-Scholes option pricing model to determine the weighted average fair value of options during the three-month and six-month periods ended June 30, 2008 and 2007, respectively.



The Companys stock options generally vest over three to five years of service and have a contractual life of six to ten years. As of June 30, 2008, we had 197,000 shares available for grants under the 2005 Stock Incentive Plan.



The following table summarizes information about the stock options outstanding at June 30, 2008:



Options Outstanding
        
        Options ExercisableRange ofExercise Price
        
        NumberOutstanding
        
        Weighted AverageRemaining Contractual Life
        
        Weighted AverageExercise Price
        
        NumberExercisable
        
        Weighted AverageExercise Price$  1.301.99
        
        66,100
        
        3.7 years
        
        $  1.34
        
        66,100
        
        $  1.342.002.99
        
        52,200
        
        1.5 years
        
        2.38
        
        52,200
        
        2.383.003.99
        
        38,933
        
        4.3 years
        
        3.15
        
        38,933
        
        3.157.007.99
        
        16,000
        
        0.8 years
        
        7.77
        
        16,000
        
        7.7712.0012.99
        
        62,000
        
        6.5 years
        
        12.44
        
        6,000
        
        12.6114.0014.99
        
        75,000
        
        4.6 years
        
        14.19
        
        18,750
        
        14.1915.0015.99
        
        39,000
        
        3.2 years
        
        15.34
        
        16,000
        
        15.7016.0016.99
        
        15,000
        
        4.9 years
        
        16.00
        
        
        
        17.0017.99
        
        32,000
        
        5.4 years
        
        17.50
        
        
        
        396,233
        
        4.1 years
        
        9.32
        
        213,983
        
        4.92




Note G: Segment Information:



We currently operate in two reportable segments: Autoscope and RTMS. Autoscope is our machine-vision product line, and revenue consists of royalties (all of which are received from Econolite Control Products, Inc.), as well as a portion of international sales. RTMS is our radar product line acquired in the EIS asset purchase in December 2007 (see Note C), and revenue consists of all North American sales and a portion of international sales. All segment revenues are derived from external customers.



The following tables set forth selected unaudited financial information for each of the Companys reportable segments (in thousands):



Three-month period ended June 30, 2008:
        
        Autoscope
        
        RTMS
        
        TotalRevenue
        
        $
        4,337
        
        $
        2,405
        
        $
        6,742Depreciation
        
        
        61
        
        
        30
        
        
        91Amortization of intangible assets
        
        
        
        
        
        192
        
        
        192Income before income taxes
        
        
        1,286
        
        
        441
        
        
        1,727Capital expenditures
        
        
        103
        
        
        48
        
        
        151Total assets
        
        
        22,022
        
        
        11,108
        
        
        33,130






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Six-month period ended June 30, 2008:
        
        Autoscope
        
        RTMS
        
        TotalRevenue
        
        $
        8,400
        
        $
        4,214
        
        $
        12,614Depreciation
        
        
        133
        
        
        56
        
        
        189Amortization of intangible assets
        
        
        
        
        
        384
        
        
        384Income before income taxes
        
        
        2,620
        
        
        704
        
        
        3,324Capital expenditures
        
        
        140
        
        
        48
        
        
        188Total assets
        
        
        22,022
        
        
        11,108
        
        
        33,130




Note H: New and Recently Adopted Accounting Pronouncements:



In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157,Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurement but does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. However, on February 12, 2008, the FASB issued proposed FSP FAS 157-2 which delayed the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). This FSP partially defers the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008,
and interim periods within those fiscal years for items within the scope of this FSP. Effective for 2008, we have adopted SFAS No. 157 except as it applies to those nonfinancial assets and nonfinancial liabilities as noted in proposed FSP FAS 157-2. The partial adoption of SFAS No. 157 impacted our disclosures surrounding our restricted long-term investments.



On February 15, 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities  Including an Amendment of FASB Statement No. 115 (SFAS No. 159).This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. The fair value option established by SFAS No. 159 permits all entities to choose to measure eligible items at fair value at specified election dates. SFAS No. 159 is effective for the Company as of January 1, 2008. The impact of adopting this pronouncement had no effect on our consolidated financial statements because we did not elect the fair value option for any financial assets or liabilities.



In December 2007, the FASB issued SFAS No. 141 (Revised 2007),Business Combinations. SFAS No. 141(R) will significantly change the accounting for business combinations. Under SFAS No. 141(R), an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141(R) will change the accounting treatment for certain specific items. SFAS No. 141(R) also includes a substantial number of new disclosure requirements. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited. SFAS No. 141(R) will impact us if we complete an acquisition after the effective date.



In December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statements  An Amendment of ARB No. 51. SFAS No. 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. SFAS No. 160 is effective for fiscal years, and interim periods with those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. We are currently assessing the potential impact that the adoption of SFAS No. 160 will have on our financial statements.



In May 2008, FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles. SFAS 162 is effective 60 days following the SECs approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. We do not anticipate that the adoption of SFAS 162 will materially impact the Company.



In April 2008, the Financial Accounting Standards Board issued FASB Staff Position (FSP) FAS 142-3, Determination of the Useful Life of Intangible Assets, to provide guidance for determining the useful life of recognized intangible assets and to improve consistency between the period of expected cash flows used to measure the fair value of a recognized intangible asset and the useful life of the intangible asset as determined under Statement 142. The FSP requires that an entity consider its own historical experience in renewing or extending similar arrangements. However, the entity must adjust that experience based on entity-specific factors under FASB Statement 142,Goodwill and Other Intangible Assets.



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FSP FAS 142-3 is effective for fiscal years and interim periods that begin after November 15, 2008. The Company intends to adopt FSP FAS 142-3 effective January 1, 2009 and to apply its provisions prospectively to recognized intangible assets acquired after that date. The Company has periodically purchased recognized intangible assets and is in the process of evaluating the impact that the adoption of FSP FAS 142-3 will have on its financial statements.



Item 2.   Managements Discussion and Analysis of Financial Condition and Results of Operations



Overview



General.We provide software-based computer enabled detection, or CED, products and solutions that use advanced signal processing software algorithms to detect and monitor objects in a designated field of view. Our technology analyzes the signal from a sophisticated sensor and passes the information along to management systems, controllers or directly to users. Our core products, the Autoscope® Video Vehicle Detection System and the RTMS® Radar Detection System, operate using our proprietary software in conjunction with video cameras or radar and commonly available electronic components. Each of these systems is used by traffic managers primarily to improve the flow of vehicle traffic and to enhance safety at intersections, main thoroughfares, freeways and tunnels.



Autoscope systems are sold to distributors and end users of traffic management products in North America, the Caribbean and Latin America by Econolite Control Products, Inc., or Econolite, our exclusive licensee in these regions. We sell RTMS systems to distributors and end users in North America. We also sell both Autoscope and RTMS to distributors and end users in Europe and Asia through our European and Hong Kong subsidiaries, respectively. End users of our products throughout the world are generally funded by government agencies responsible for traffic management or traffic law enforcement.



EIS Asset Purchase.On December 6, 2007, we purchased certain assets from EIS Electronic Integrated Systems Inc., or EIS, including its principal product line, the RTMS system. In its fiscal year ended September 30, 2007, EIS had revenue of $8.7 million, substantially all of which related to RTMS sales. Our consolidated financial statements include revenue and expenses related to the operations of the EIS asset purchase from December 7, 2007 forward.



Trends and Challenges in Our Business.



We believe recent growth in our business can be attributed primarily to the following global trends:




        worsening traffic caused by increased numbers of vehicles in metropolitan areas without corresponding expansions of roadway infrastructure, which has increased demand for our products;
        advances in information technology, which have made our products easier to market and implement;
        the continuing rise in funding allocations in large cities for centralized traffic management services, which has increased the ability of our primary end users to implement our products; and
        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:




        continued adoption and governmental funding of intelligent transportation systems, or ITS, for traffic control in developed countries;
        countries in the developing world adopting above-ground detection technology, such as video or radar, instead of in-pavement loop technology to manage traffic;
        use of CED to provide solutions to security/surveillance and environmental issues associated with increasing automobile use in metropolitan areas; and
        our ability to develop new products, such as hybrid CED devices incorporating, for example, radar and video technologies, that provide increasingly accurate information and enhance the end users ability to cost-effectively manage traffic, security/surveillance and environmental issues.






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Because our principal end users are governmental entities, we are faced with challenges related to potential delays in purchase decisions by those entities and unforeseen changes in budgetary constraints. These contingencies could result in significant and unforeseen fluctuations in our revenue between periods.



Key Financial Terms and Metrics.



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 North America, Europe and northern Asia. We expect such seasonality to continue for the foreseeable future. Additionally, our international revenues have a significant large project component, resulting in a varying revenue stream. 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.



Revenue.Revenue historically has been derived from two sources: (1) royalties received from Econolite for sales of the Autoscope system in North America, the Caribbean and Latin America and (2) revenue received from direct sales of Autoscope systems in Europe and Asia. Royalties from Econolite historically have provided the majority of our revenue. We calculate the royalties using a profit sharing model where we split evenly the gross profit on sales of Autoscope product made through 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 a long-term agreement. Our acquisition of the RTMS product line, which we assemble, gives us an additional source of revenue that we expect will significantly increase our overall revenue and lessen fluctuations in our revenue from period to period due to our ownership of more than one product line and the higher volumes it brings, notwithstanding normal seasonality.



Cost of Revenue. There is no cost of revenue related to royalties, as virtually all manufacturing, warranty and related costs are incurred by Econolite. Cost of revenue related to direct product sales consists primarily of the amount charged by our third party contractors to manufacture the Autoscope and RTMS hardware platforms, which is influenced mainly by the cost of electronic components. The cost of revenue also includes logistics costs and estimated expenses for product warranties and inventory reserves. The key metric that we follow is achieving certain gross margin percentages by geographic region.



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. General and administrative expenses reflect 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, Sarbanes-Oxley compliance, 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. Also included in operating expenses is non-cash expense for intangible asset amortization.



History.We were incorporated in the state of Minnesota in December 1984 and began operations by pioneering the commercial application of wide-area video vehicle detection for traffic management. The technology underlying our products was initially developed at the University of Minnesota. In 1989, the University was awarded a patent for that technology, which it exclusively licensed to us. In 1991, we sub-licensed this technology to Econolite, a leading manufacturer and seller of traffic control products in North America and the Caribbean, to manufacture and distribute products incorporating the technology.



Segments.We currently operate in two reportable segments: Autoscope and RTMS. Autoscope 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 sales. RTMS is our radar product line acquired in the EIS asset purchase in December 2007 (see Note C), and revenue consists of all North American sales and a portion of international sales. All segment revenues are derived from external customers (see Note G).



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Results of Operations



The following table sets forth, for the periods indicated, (1) certain statements of income data as a percent of total revenue, (2) gross profit on product sales and royalties as a percentage of product sales and royalties, respectively, and (3) period-to-period changes of items in the consolidated statements of income from 2008 to 2007:



Three-Month PeriodsEnded June 30,
        
        Quarter OverQuarter2008
        
        2007
        
        ChangeInternational sales
        
        21.4
        %
        24.2
        %
        96.5
        %North American sales
        
        28.5
        
        
        
        n/mRoyalties
        
        50.1
        
        75.8
        
        46.4Total revenue
        
        100.0
        
        100.0
        
        121.8Gross profit  international sales
        
        56.2
        
        60.9
        
        81.5Gross profit  North American sales
        
        59.8
        
        
        
        n/mGross profit  royalties
        
        100.0
        
        100.0
        
        46.4Selling, marketing and product support expenses
        
        24.6
        
        28.8
        
        89.5General and administrative expenses
        
        15.1
        
        18.2
        
        83.9Research and development expenses
        
        11.3
        
        17.6
        
        43.3Amortization of intangible assets
        
        2.8
        
        
        
        n/mIncome from operations
        
        25.3
        
        26.0
        
        115.7Other income, net
        
        0.3
        
        4.7
        
        (83.8
        )Income taxes
        
        7.6
        
        7.6
        
        122.6Net income
        
        18.0
        
        23.1
        
        73.1




Six-Month PeriodsEnded June 30,
        
        Period OverPeriod2008
        
        2007
        
        ChangeInternational sales
        
        22.2
        %
        19.2
        %
        157.2
        %North American sales
        
        28.1
        
        
        
        n/mRoyalties
        
        49.7
        
        80.8
        
        36.3Total revenue
        
        100.0
        
        100.0
        
        121.9Gross profit  international sales
        
        55.7
        
        61.9
        
        131.5Gross profit  North American sales
        
        61.5
        
        
        
        n/mGross profit  royalties
        
        100.0
        
        100.0
        
        36.3Selling, marketing and product support expenses
        
        23.7
        
        27.5
        
        91.7General and administrative expenses
        
        15.1
        
        19.7
        
        69.6Research and development expenses
        
        11.6
        
        19.8
        
        30.0Amortization of intangible assets
        
        3.0
        
        
        
        n/mIncome from operations
        
        25.8
        
        25.7
        
        123.6Other income, net
        
        0.5
        
        4.9
        
        (77.1
        )Income taxes
        
        8.3
        
        8.4
        
        119.4Net income
        
        18.0
        
        22.1
        
        80.5




Total revenue increased to $6.7 million, or 121.8%, in the second quarter of 2008,
from $3.0 million in the second quarter of 2007 and to $12.6 million, or 121.9%, in the first half of 2008 from $5.7 million in the comparable period of 2007.
Royalties for the second quarter of 2008 increased to $3.4 million, or 50.1% of revenue, from $2.3 million, or 75.8% of revenue, in 2007, and for the first half
of 2008 increased to $6.3 million, or 49.7% of revenue, from $4.6 million, or 80.8% of revenue, in 2007. The increase in royalties in 2008 resulted primarily
from a similar increase in sales volume of Autoscope products by Econolite. International sales for the second quarter of 2008 increased to $1.4 million, or
21.4% of revenue, from $736,000, or 24.2% of revenue, in 2007, and for the first half of 2008 increased to $2.8 million, or 22.2% of revenue, from $1.1 million,
or 19.2% of revenue, in 2007. The 157.2% increase in international sales for the first half of 2008 was due primarily to increasing acceptance of Autoscope
Terra products in European and Asian markets, including several orders that were significantly above our average order size, as well as the sales of the newly
added RTMS product line. North American sales were 28.5% and 28.1% of revenue in the second quarter and first half of 2008, respectively, and reflect the
addition of the RTMS product line. In the first quarter of 2008 we began reporting two segments: Autoscope and RTMS. Revenue in the second quarter and first
half of 2008 for the Autoscope segment was $4.3 million and $8.4 million, respectively, compared to $3.0 million and $5.7 million in the comparable periods of
2007. The increase in Autoscope segment revenues for these periods resulted from increased sales volumes worldwide including increasing acceptance of Autoscope
Terra products in European and Asian markets. Revenue in the second quarter and first half of 2008 for the RTMS segment was $2.4 million and $4.2 million,
respectively. There is no comparable period information for 2007 because the RTMS product line was acquired in December 2007.



Gross profit margins on international sales for the first quarter of 2008 were 56.2%, down from 60.9% in the comparable quarter of 2007, 55.7% in the first half of 2008, and 61.9% in the comparable quarter of 2007, due to higher manufacturing costs and a shift in sales mix to lower margin products based on specific customer demands during the period. Gross profit margins on North American sales for the second quarter and first half of 2008 were 59.8% and 61.5%, respectively.



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Operating expenses increased to $3.6 million for the second quarter of 2008 from $2.0 million for the comparable period in 2007, and to $6.7 million for the first half of 2008 from $3.8 million for the comparable period in 2007, increases of 85.1% and 77.0%, respectively. The primary reason for the increases was the addition of operating expenses from the EIS asset purchase in December 2007, which currently has a run rate of approximately $700,000 per quarter, before variable selling expense, including research and development expense for the next-generation RTMS system. Additionally, increases were in selling, marketing and general product support expenses, which was attributable to headcount additions for sales and product support and in general and administrative, which included increased stock option and compensation expense and higher fees for professional services. We also began incurring amortization
expense on intangible assets purchased as part of the EIS asset purchase. We expect the level of expenses in each of the operating expense categories, except amortization of intangible assets, to increase in absolute dollars over the remaining two quarters of 2008 as compared to the second quarter of 2008.



Income from operations in the second quarter of 2008 was $1.7 million, or 25.3% of revenue, compared to $790,000, or 26.0% of revenue, in the comparable quarter in 2007, an increase of 115.7%. Income from operations in the first half of 2008 was $3.3 million, or 25.8% of revenue, compared to $1.5 million, or 25.7% of revenue, in the comparable quarter in 2007, an increase of 123.6%. The increase resulted primarily from growth in all revenue categories, which was offset in part by increased operating expenses as described above.



Other income, net, decreased to $23,000 in the second quarter of 2008 from $142,000 in the comparable quarter of 2007 and to $64,000 in the first half of 2008 from $280,000 in the comparable period of 2007 as a result of lower cash balances and interest expense incurred on bank debt.



Income tax expense was $512,000, or 29.6% of pretax income in the second quarter of 2008, compared to $230,000, or 24.7% of pretax income in the comparable quarter of 2007. Income tax expense was $1.1 million, or 31.7% of pretax income, in the first half of 2008, compared to $480,000, or 27.6% of pretax income, in the comparable period of 2007. The increase in the effective rate was due primarily to there being no tax-exempt interest income in 2008 versus significant amounts in 2007 and recognition of the Federal research and development credit in 2007 versus none in 2008 due to law changes. We anticipate that the effective tax rate for 2008 will remain in the 30-35% range.



Net income was $1.2 million in the second quarter of 2008, a 73.1% increase, compared to $702,000 in the comparable quarter of 2007 and  $2.3 million in the first half of 2008, an 80.5% increase, compared to $1.3 million in the comparable period of 2007 due to the factors discussed above.



Liquidity and Capital Resources



At June 30, 2008, we had $7.3 million in cash and cash equivalents and $5.1 million in long-term investments, compared to $5.6 million in cash and cash equivalents, $5.3 million in restricted cash and $-0- investments at December 31, 2007. As discussed below, our investments are auction rate securities and are not currently liquid.



Net cash provided by operating activities was $2.2 million in the first half of 2008, compared to net cash used of $1.0 million in 2007. The primary reason for the change was the incremental net income increase in 2008, significant increases in depreciation and amortization in 2008 over 2007, and payables growth in 2008 as opposed to a decrease in payables in 2007. We purchased $5.4 million in investments, net of redemptions, in 2008, as opposed to selling $1.0 million in investments, net of purchases, in 2007.



At June 30, 2008, we held $5.4 million (par value) of investments comprised of auction rate securities, or ARS, with maturity dates ranging from 2031 to 2047. All our ARS held are AAA/Aaa rated, with substantially all collateralized by student loans guaranteed by the U.S. government under the Federal Family Education Loan Program. Until February 2008, the auction rate securities market was highly liquid. Since mid-February 2008, a substantial number of auctions have failed. The immediate effect of a failed auction is that such holders cannot sell the securities at auction. In the case of a failed auction, with respect to the ARS held by us, the ARS are deemed not currently liquid. In the case of funds invested by us in ARS which are the subject of a failed auction, we may not be able to access the funds in the near term without a loss of principal unless a future auction on these investments is successful or
the issuer calls the security pursuant to a mandatory tender or redemption prior to maturity.



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At June 30, 2008, there was insufficient observable ARS market information available to determine the fair value of our investments. Therefore, we estimated fair value by using broker quotes primarily based on (a) a discounted cash flow model with factors including tax status, credit quality, duration, insurance swaps, levels of federal guarantees and likelihood of redemption and (b) estimates of observable market data for similar securities (when available). Based on this analysis, we recorded an unrealized loss of $318,000 in other comprehensive income ($210,000 net of tax) related to our ARS investments. We believe this unrealized loss is primarily attributable to the limited liquidity of these investments, and it is our intent to hold these investments long enough to avoid realizing any significant loss. Nonetheless, if uncertainties in the credit and capital market continue, if these markets further
deteriorate, or if we no longer have the ability to hold these investments, we may be required to recognize other-than-temporary impairment charges. We do not believe we need access to these funds for operational purposes for the foreseeable future. The ARS investments are classified as long-term on our balance sheet and are pledged as collateral as described below.



In May 2008, we entered into a new financing arrangement with Associated Bank, National Association, or Associated Bank, which replaced our loan agreements with Wells Fargo Bank, N.A., including fully repaying those loans. Under the arrangement with Associated Bank, we entered into a revolving line of credit and a term loan. The revolving line of credit provides for up to $5.0 million at an annual interest rate equal to the greater of 4.5% or LIBOR plus 2.75%, as reset from time to time by Associated Bank. Advances on the line of credit cannot exceed a borrowing base determined under a formula which is a percentage of the amounts of ARS and receivables. The line of credit currently has $2.0 million in borrowings outstanding and matures on May 1, 2011. The term loan is for $3.0 million and has a fixed annual interest rate of 6.75%. Repayment on the term loan is in equal monthly principal installments
over a 36-month period. As collateral, Associated Bank has a first priority security interest in all of our assets, and we have pledged $5.4 million in ARS. As a result of the new financing arrangement with Associated Bank, our restricted cash is no longer restricted; however, our ARS investments are now restricted as pledged to Associated Bank.



We believe that cash and cash equivalents on hand at June 30, 2008, along with our $5.0 million revolving line of credit and cash provided by operating activities will satisfy our projected working capital needs, investing activities and other cash requirements for the foreseeable future.



In conjunction with our EIS asset purchase, the sellers have an earn-out arrangement over approximately three years. The earn-out is based on earnings from RTMS sales less related cost of revenue and operating expenses, depreciation and amortization, and it is calculated annually. If the earnings are at target levels, the sellers would receive $2.0 million annually, or $6.0 million in total. Earn-out payments generally are due within three months of the end of an earn-out period. The first earn-out period runs from December 6, 2007 to December 31, 2008. Thus, if any earn-out payment is due for this period, it would be paid by March 31, 2009. If we are acquired or sell substantially all of our assets before December 6, 2010, we must pay EIS $6.0 million less earn-out amounts previously paid as an acceleration of potential earn-out payments under the EIS asset purchase agreement.



Critical Accounting Policies



Our significant accounting policies are described in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2007. The accounting policies used in preparing our interim 2008 consolidated financial statements are the same as those described in our Annual Report.



New and Recently Adopted Accounting Pronouncements



In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurement but does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. However, on February 12, 2008, the FASB issued proposed FSP FAS 157-2 which delayed the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). This FSP partially defers the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008, and interim periods within those
fiscal years for items within the scope of this FSP. Effective for 2008, we have adopted SFAS No. 157 except as it applies to those nonfinancial assets and nonfinancial liabilities as noted in proposed FSP FAS 157-2. The partial adoption of SFAS No. 157 impacted our disclosures surrounding our long-term investments.



On February 15, 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities  Including an Amendment of FASB Statement No. 115 (SFAS No.159).This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. The fair value option established by SFAS No. 159 permits all entities to choose to measure eligible items at fair value at specified election dates. SFAS No. 159 is effective for the Company as of January 1, 2008. The impact of adopting this pronouncement had no effect on our consolidated financial statements because we did not elect the fair value option for any financial assets or liabilities.



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In December 2007, the FASB issued SFAS No. 141 (Revised 2007),Business Combinations. SFAS No. 141(R) will significantly change the accounting for business combinations. Under SFAS No. 141(R), an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141(R) will change the accounting treatment for certain specific items. SFAS No. 141(R) also includes a substantial number of new disclosure requirements. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited. SFAS No. 141(R) will impact us if we complete an acquisition after the effective date.



In December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statements  An Amendment of ARB No. 51. SFAS No. 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. SFAS No. 160 is effective for fiscal years, and interim periods with those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. We are currently assessing the potential impact that the adoption of SFAS No. 160 will have on our financial statements.



In May 2008, FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles. SFAS 162 is effective 60 days following the SECs approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. We do not anticipate that the adoption of SFAS 162 will materially impact the Company.



In April 2008, the Financial Accounting Standards Board issued FASB Staff Position (FSP) FAS 142-3, Determination of the Useful Life of Intangible Assets, to provide guidance for determining the useful life of recognized intangible assets and to improve consistency between the period of expected cash flows used to measure the fair value of a recognized intangible asset and the useful life of the intangible asset as determined under Statement 142. The FSP requires that an entity consider its own historical experience in renewing or extending similar arrangements. However, the entity must adjust that experience based on entity-specific factors under FASB Statement 142,Goodwill and Other Intangible Assets.



FSP FAS 142-3 is effective for fiscal years and interim periods that begin after November 15, 2008. The Company intends to adopt FSP FAS 142-3 effective January 1, 2009 and to apply its provisions prospectively to recognized intangible assets acquired after that date. The Company has periodically purchased recognized intangible assets and is in the process of evaluating the impact that the adoption of FSP FAS 142-3 will have on its financial statements.



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.



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 discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to:




        historical dependence on a single product for most of our revenue;





        budget constraints by governmental entities that purchase our products;





        continuing ability of our licensee to pay royalties owed;





        dependence on third parties for manufacturing and marketing our products;





        dependence on single-source suppliers to meet manufacturing needs;






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
        failure to secure adequate protection for our intellectual property rights;





        development of a competing product by another business using the underlying technology included in the patent we had licensed from the University of Minnesota, which expired in 2006;





        our inability to develop new applications and product enhancements;





        our inability to respond to low-cost local competitors in Asia and elsewhere;





        our inability to properly manage a growth in revenue and/or production requirements;





        the influence over our voting stock by insiders;





        our inability to hire and retain key scientific and technical personnel;





        our inability to achieve and maintain effective internal controls;





        our inability to comply with international regulatory restrictions over hazardous substances and electronic waste; and





        conditions beyond our control such as war, terrorist attacks, health epidemics 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. to our Annual Report on Form 10-K for the fiscal year ended December 31, 2007.



Item 3.   Quantitative and Qualitative Disclosures About Market Risk




The Companys foreign sales and results of operations are subject to the impact of foreign currency fluctuations. The Company has not hedged its exposure to translation gains and losses. A 10% adverse change in foreign currency rates would not have a material effect on the Companys results of operations or financial position.



At June 30, 2008, we held $5.4 million (par value) of investments comprised of auction rate securities, or ARS, with maturity dates ranging from 2031 to 2047. All our ARS held are AAA/Aaa rated, with substantially all collateralized by student loans guaranteed by the U.S. government under the Federal Family Education Loan Program. Until February 2008, the auction rate securities market was highly liquid. Since mid-February 2008, a substantial number of auctions have failed. The immediate effect of a failed auction is that such holders cannot sell the securities at auction. In the case of a failed auction, with respect to the ARS held by us, the ARS are deemed not currently liquid. In the case of funds invested by us in ARS which are the subject of a failed auction, we may not be able to access the funds in the near term without a loss of principal unless a future auction on these investments is successful or
the issuer calls the security pursuant to a mandatory tender or redemption prior to maturity.



At June 30, 2008, there was insufficient observable ARS market information available to determine the fair value of our investments. Therefore, we estimated fair value by using broker quotes primarily based on (a) a discounted cash flow model with factors including tax status, credit quality, duration, insurance swaps, levels of federal guarantees and likelihood of redemption and (b) estimates of observable market data for similar securities (when available). Based on this analysis, we recorded an unrealized loss of $318,000 in other comprehensive income ($210,000 net of tax) related to our ARS investments. We believe this unrealized loss is primarily attributable to the limited liquidity of these investments, and it is our intent to hold these investments long enough to avoid realizing any significant loss. Nonetheless, if uncertainties in the credit and capital market continue, if these markets further
deteriorate, or if we no longer have the ability to hold these investments, we may be required to recognize other-than-temporary impairment charges. We do not believe we need access to these funds for operational purposes for the foreseeable future. The ARS investments are classified as long-term on our balance sheet and are pledged as collateral under our banking arrangement with Associated Bank.



Item 4T.  Controls and Procedures



Evaluation of Disclosure Controls and Procedures



Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.



Changes in Internal Control Over Financial Reporting



During the fiscal quarter covered by this report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II. OTHER INFORMATION



Item 1.   Legal Proceedings




None.



Item 1A. Risk Factors



Some of the risk factors to which we and our business are subject are described in the section entitled Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2007. The risks and uncertainties described in our Annual Report are not the only risks we face. Additional risks and uncertainties not presently known to us or that our management currently deems immaterial also may impair our business operations. If any of the risks described were to occur, our business, financial condition, operating results and cash flows could be materially adversely affected.



The following updates a risk factor in our Annual Report on Form 10-K for the year ended December 31, 2007. However, we do not believe that this update has materially changed the type or magnitude of the risks we face in comparison to the disclosure provided in our Annual Report on Form 10-K for 2007.



As of June 30, 2008, we had $5.4 million invested in ARS. Since mid-February 2008, the auctions for these securities have failed, which adversely affects their liquidity. As of June 30, 2008, we have recorded an unrealized loss of $318,000 ($210,000 net of tax) due to a determination of a temporary impairment to the value of our ARS. If we must record other-than-temporary impairment charges on our ARS or recognize a loss on their disposition, our financial condition would be adversely affected.



At June 30, 2008, we held $5.4 million (par value) of investments comprised of ARS. All of our ARS held are AAA/Aaa rated, with substantially all collateralized by student loans guaranteed by the U.S. government under the Federal Family Education Loan Program. Liquidity for these securities has been provided by an auction process that resets the applicable interest rate at pre-determined intervals, usually every 28 to 35 days. Until mid-February 2008, the auction rate securities market was highly liquid. Since mid-February 2008, a substantial number of auctions have failed. In the case of a failed auction, with respect to the ARS held by us, the ARS are deemed not currently liquid. In the case of funds invested by us in ARS which are the subject of a failed auction, we may not be able to access the funds in the near term without a loss of principal unless a future auction on these investments is successful or
the issuer calls the security pursuant to a mandatory tender or redemption prior to maturity. In June 2008, based on an analysis of our ARS portfolio, we determined there was an unrealized loss of $318,000 ($210,000 net of tax). We cannot predict whether future auctions related to our ARS will be successful. If uncertainties in the credit and capital markets continue, if these markets further deteriorate, or if we no longer have the ability to hold these investments, we may be required to recognize other-than-temporary impairment charges on our ARS or a loss on the disposition of our ARS, which would have an adverse effect on our financial condition.



Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds




None.



Item 3.   Defaults Upon Senior Securities




None.



Item 4.   Submission of Matters to a Vote of Security Holders.




We held our Annual Meeting of Shareholders on May 21, 2008 in Minneapolis, Minnesota. In connection with the Annual Meeting, we filed our definitive proxy statement with the Securities and Exchange Commission pursuant to Regulation 14A under the Exchange Act and solicited proxies. The only matters voted on at the Annual Meeting were the election of directors, amending our 2005 Stock Incentive Plan and the approval of Grant Thornton LLP as our independent registered public accounting firm for 2008. The votes on these were as follows:



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1.
        Election of directors:




Director
        
        For
        
        Withhold AuthorityKenneth R. Aubrey
        
        3,530,397
        
        312,407Michael G. Eleftheriou
        
        3,687,886
        
        154,918Richard Magnuson
        
        3,529,597
        
        313,207Panos G. Michalopoulos
        
        3,488,846
        
        353,958James Murdakes
        
        3,531,397
        
        311,407Sven A. Wehrwein
        
        3,616,229
        
        226,575




2.
        Approval to increase the number of available shares under the 2005 Stock Incentive Plan from 281,200 shares to 420,000 shares:




For
        
        Against
        
        Abstain
        
        Brokernon-votes2,051,974
        
        303,874
        
        307,648
        
        1,179,308




3.
        Approval of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2008:




For
        
        Against
        
        Abstain3,819,392
        
        16,338
        
        7,074




Item 5.   Other Information




On May 12, 2008, we filed a Registration Statement on Form S-1 for an offering by us of our shares of common stock, and we have received a comment letter from the Securities and Exchange Commission (SEC) on our Form S-1 Registration Statement. We expect that upon making the changes requested by the SEC in an amendment, we would be in position to have the offering declared effective. However, given our recent share price range, we believe that proceeding with an offering at this time is not in the best interests of our shareholders. Additionally, we do not view current stock market conditions as favorable nor do we foresee the need for increased working capital at present. We continue to believe there are significant benefits to a follow-on offering and contemplate pursuing an offering when market conditions change. A registration statement relating to these securities has been filed with the Securities and
Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.



Item 6.   Exhibits




The following exhibits are filed as part of this quarterly report on Form 10-Q for the quarterly period ended June 30, 2008:



Exhibit

Number
        Description




31.1
        Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.




31.2
        Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.




32.1
        Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




32.2
        Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




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SIGNATURES



In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Image Sensing Systems, Inc.By:Dated:  August 12, 2008
        
        
        /s/ Kenneth R. AubreyKenneth R. AubreyPresident and Chief Executive Officer(principal executive officer)




Dated:  August 12, 2008
        
        
        /s/ Gregory R.L. SmithGregory R.L. SmithChief Financial Officer(principal financial and principal accounting officer)






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EXHIBIT INDEX





Exhibit No.
        Description




31.1
        Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.




31.2
        Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.




32.1
        Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




32.2
        Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.






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