We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
ImageWare Systems Incorporated (CE) | USOTC:IWSY | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
[X]
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
|
Delaware
|
|
33-0224167
|
(State
or Other Jurisdiction of
|
|
(IRS
Employer
|
Incorporation
or Organization)
|
|
Identification
No.)
|
Large
accelerated filer
|
[ ]
|
Accelerated
filer
|
[X]
|
Non-accelerated
filer
|
[
]
|
Smaller
reporting company
|
[X]
|
|
|
Emerging
growth company
|
[
]
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common
Stock, par value $0.01 per share
|
IWSY
|
OTCQB
Marketplace
|
|
|
Page
|
|
|
|||
|
|
|
|
|
|
||
|
|
1
|
|
|
|
2
|
|
|
|
3
|
|
|
|
4
|
|
|
|
6
|
|
|
|
7
|
|
|
23
|
||
|
30
|
||
|
30
|
||
|
|
|
|
|
|||
|
|
|
|
|
31
|
||
|
31
|
||
|
31
|
||
|
31
|
||
|
31
|
||
|
31
|
||
|
31
|
||
|
|
|
|
32
|
|
Three
Months Ended
March
31,
|
|
|
2019
|
2018
|
Revenue:
|
|
|
Product
|
$
278
|
$
97
|
Maintenance
|
653
|
619
|
|
931
|
716
|
Cost
of revenue:
|
|
|
Product
|
84
|
26
|
Maintenance
|
120
|
222
|
Gross
profit
|
727
|
468
|
|
|
|
Operating
expense:
|
|
|
General and
administrative
|
1,107
|
1,175
|
Sales and
marketing
|
1,005
|
861
|
Research and
development
|
1,774
|
1,799
|
Depreciation and
amortization
|
19
|
12
|
|
3,905
|
3,847
|
Loss from
operations
|
(3,178
)
|
(3,379
)
|
|
|
|
Interest expense
(income), net
|
(22
)
|
173
|
Change in fair
value of derivative liabilities
|
424
|
—
|
Other components of
net periodic pension expense
|
32
|
31
|
Loss before income
taxes
|
(3,612
)
|
(3,583
)
|
Income tax
expense
|
—
|
—
|
Net
loss
|
(3,612
)
|
(3,583
)
|
Preferred dividends
and preferred stock discount accretion
|
(1,294
)
|
(769
)
|
Net loss available
to common shareholders
|
$
(4,906
)
|
$
(4,352
)
|
|
|
|
Basic
and diluted loss per common share - see Note 3:
|
|
|
Net
loss
|
$
(0.04
)
|
$
(0.04
)
|
Preferred dividends
and preferred stock discount accretion
|
(0.01
)
|
(0.01
)
|
Basic and diluted
loss per share available to common shareholders
|
$
(0.05
)
|
$
(0.05
)
|
Basic and diluted
weighted-average shares outstanding
|
98,398,239
|
94,333,663
|
|
Three
Months Ended
March
31,
|
|
|
2019
|
2018
|
Net
loss
|
$
(3,612
)
|
$
(3,583
)
|
Other comprehensive
income (loss):
|
|
|
Foreign currency
translation adjustment
|
15
|
(27
)
|
Comprehensive
loss
|
$
(3,597
)
|
$
(3,610
)
|
|
Series
A
Convertible,
|
Series
B
Convertible,
|
|
|
|
|
|
Accumulated
|
|
|
||
|
Redeemable
|
Redeemable
|
|
|
|
|
Additional
|
Other
|
|
|
||
|
Preferred
|
Preferred
|
Common
Stock
|
Treasury
Stock
|
Paid-In
|
Comprehensive
|
Accumulated
|
|
||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Loss
|
Deficit
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2018
|
37,467
|
$
-
|
239,400
|
$
2
|
98,230,336
|
$
981
|
(6,704
)
|
$
(64
)
|
$
184,130
|
$
(1,428
)
|
$
(186,648
)
|
$
(3,027
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion
of Series A Preferred Stock discount
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(186
)
|
-
|
-
|
(186
)
|
Issuance
of Common Stock pursuant to option exercises
|
-
|
-
|
-
|
-
|
286,834
|
3
|
-
|
-
|
103
|
-
|
-
|
106
|
Stock-based
compensation expense
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
166
|
-
|
-
|
166
|
Foreign
currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
0
|
15
|
-
|
15
|
Dividends
on preferred stock
|
-
|
-
|
-
|
-
|
749,748
|
8
|
-
|
-
|
1,087
|
-
|
(1,095
)
|
-
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,612
)
|
(3,612
)
|
Balance
at March 31, 2019
|
37,467
|
$
-
|
239,400
|
$
2
|
99,266,918
|
$
992
|
(6,704
)
|
$
(64
)
|
$
185,300
|
$
(1,413
)
|
$
(191,355
)
|
$
(6,538
)
|
|
Series
A
|
Series
B
|
|
|
|
|
|
Accumulated
|
|
|
||
|
Redeemable
|
Redeemable
|
|
|
|
|
Additional
|
Other
|
|
|
||
|
Preferred
|
Preferred
|
Common
Stock
|
Treasury
Stock
|
Paid-In
|
Comprehensive
|
Accumulated
|
|
||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Loss
|
Deficit
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2017
|
31,021
|
$
-
|
239,400
|
$
2
|
94,174,540
|
$
941
|
(6,704
)
|
$
(64
)
|
$
172,414
|
$
(1,664
)
|
$
(170,481
)
|
$
1,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock pursuant to Series A Preferred Stock
conversions
|
(450
)
|
-
|
-
|
-
|
391,304
|
4
|
-
|
-
|
(4
)
|
-
|
-
|
-
|
Cumulative
effect of ASC 606 adoption
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
96
|
96
|
Issuance
of Common Stock pursuant to option exercises
|
-
|
-
|
-
|
-
|
83,169
|
1
|
-
|
-
|
87
|
-
|
-
|
88
|
Recognition
of beneficial conversion feature on convertible related party lines
of credit
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
12
|
-
|
-
|
12
|
Stock-based
compensation expense
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
335
|
-
|
-
|
335
|
Foreign
currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(27
)
|
-
|
(27
)
|
Dividends
on preferred stock
|
-
|
-
|
-
|
-
|
472,562
|
4
|
-
|
-
|
750
|
-
|
(754
)
|
-
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,583
)
|
(3,583
)
|
Balance
at March 31, 2018
|
30,571
|
$
-
|
239,400
|
$
2
|
95,121,575
|
$
950
|
(6,704
)
|
$
(64
)
|
$
173,594
|
$
(1,691
)
|
$
(174,722
)
|
$
(1,931
)
|
|
Three
Months Ended
March
31,
|
|
|
2019
|
2018
|
Cash
flows from operating activities
|
|
|
Net
loss
|
$
(3,612
)
|
$
(3,583
)
|
Adjustments to
reconcile net loss to net cash used by operating
activities:
|
|
|
Depreciation
and amortization
|
19
|
12
|
Amortization of
debt issuance costs and beneficial conversion feature
|
—
|
59
|
Stock-based
compensation
|
166
|
335
|
Change in
fair value of derivative liabilities
|
424
|
—
|
Change
in assets and liabilities:
|
|
|
Accounts
receivable
|
(151
)
|
269
|
Inventory
|
(75
)
|
(10
)
|
Other
assets
|
71
|
(56
)
|
Operating
lease right-of-use assets
|
46
|
—
|
Accounts
payable
|
(230
)
|
(22
)
|
Deferred
revenue
|
275
|
(138
)
|
Accrued
expense
|
201
|
285
|
Contract
costs
|
(29
)
|
—
|
Pension
obligation
|
13
|
35
|
Total
adjustments
|
730
|
769
|
Net cash used in
operating activities
|
(2,882
)
|
(2,814
)
|
|
|
|
Cash
flows from investing activities
|
|
|
Purchase of
property and equipment
|
(8
)
|
(7
)
|
Net cash used in
investing activities
|
(8
)
|
(7
)
|
|
|
|
Cash
flows from financing activities
|
|
|
Proceeds from
exercised stock options
|
106
|
88
|
Net cash provided
by financing activities
|
106
|
88
|
|
|
|
Effect of exchange
rate changes on cash and cash equivalents
|
15
|
(26
)
|
Net decrease in
cash and cash equivalents
|
(2,769
)
|
(2,759
)
|
|
|
|
Cash and cash
equivalents at beginning of period
|
5,694
|
7,317
|
|
|
|
Cash and cash
equivalents at end of period
|
$
2,925
|
$
4,558
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
Cash paid for
interest
|
$
—
|
$
—
|
Cash paid for
income taxes
|
$
—
|
$
—
|
Summary of non-cash
investing and financing activities:
|
|
|
Beneficial
conversion feature on convertible related party lines of
credit
|
$
—
|
$
12
|
Stock dividends on
Series A Convertible Preferred Stock
|
$
864
|
$
754
|
Stock dividends on
Series C Convertible Redeemable Preferred Stock
|
$
231
|
$
—
|
Accretion of
discount on Series C Convertible Redeemable Preferred
Stock
|
$
186
|
$
—
|
Recognition of
operating lease right-of-use assets from adoption of ASC
842
|
$
2,265
|
$
—
|
Recognition of
lease liabilities from adoption of ASC 842
|
$
(2,280
)
|
$
—
|
Conversion
of Convertible Preferred Stock into Common Stock
|
$
—
|
$
4
|
|
Three
Months Ended
March
31,
|
|
Net
Revenue
|
2019
|
2018
|
(dollars
in thousands)
|
|
|
|
|
|
Software and
royalties
|
$
111
|
$
84
|
Hardware and
consumables
|
11
|
1
|
Services
|
156
|
12
|
Maintenance
|
653
|
619
|
Total
revenue
|
$
931
|
$
716
|
(Amounts
in thousands except share and per share amounts)
|
Three Months Ended
March
31,
|
|
|
2019
|
2018
|
Numerator for basic
and diluted loss per share:
|
|
|
Net
loss
|
$
(3,612
)
|
$
(3,583
)
|
Preferred dividends
and preferred stock discount accretion
|
(1,294
)
|
(769
)
|
Net loss available
to common shareholders
|
$
(4,906
)
|
$
(4,352
)
|
|
|
|
Denominator for
basic and dilutive loss per share — weighted-average shares
outstanding
|
98,398,239
|
94,333,663
|
Net
loss
|
$
(0.04
)
|
$
(0.04
)
|
Preferred dividends
and preferred stock discount accretion
|
(0.01
)
|
(0.01
)
|
Basic and diluted
loss per share available to common shareholders
|
$
(0.05
)
|
$
(0.05
)
|
Potential
Dilutive securities
|
Three Months Ended
March
31,
|
|
|
2019
|
2018
|
|
|
|
Related party lines
of credit
|
—
|
5,325,651
|
Convertible
redeemable preferred stock
|
42,626,980
|
26,630,458
|
Stock
options
|
7,225,421
|
7,273,431
|
Warrants
|
1,813,856
|
230,000
|
Total potential
dilutive securities
|
51,666,257
|
39,459,540
|
Fiscal
Year Ended December 31,
|
Estimated
Amortization
Expense
($ in thousands)
|
2019 (nine
months)
|
$
9
|
2020
|
12
|
2021
|
12
|
2022
|
12
|
2023
|
12
|
Thereafter
|
22
|
Totals
|
$
79
|
($ in
thousands)
|
|
2019
(9 months)
|
$
376
|
2020
|
649
|
2021
|
642
|
2022
|
652
|
2023
|
425
|
Thereafter
|
519
|
Total
|
3,263
|
Short-term
leases not included in lease liability
|
(12
)
|
Present
Value effect on future minimum undiscounted lease payments at March
31, 2019
|
(1,034
)
|
Lease
liability at March 31, 2019
|
$
2,217
|
|
Warrants
|
Weighted-
Average
Exercise
Price
|
Balance at December
31, 2018
|
1,813,856
|
$
0.19
|
Granted
|
—
|
—
|
Expired/Canceled
|
—
|
—
|
Exercised
|
—
|
—
|
Balance at March
31, 2019
|
1,813,856
|
$
0.19
|
|
Options
|
Weighted-Average
Exercise
Price
|
Balance at December
31, 2018
|
7,227,248
|
$
1.34
|
Granted
|
345,000
|
$
0.92
|
Expired/Cancelled
|
(59,993
)
|
$
1.44
|
Exercised
|
(286,834
)
|
$
0.37
|
Balance at March
31, 2019
|
7,225,421
|
$
1.36
|
|
Three Months Ended
March 31,
|
|
|
2019
|
2018
|
Cost
of revenue
|
$
3
|
$
5
|
General
and administrative
|
93
|
216
|
Sales
and marketing
|
39
|
60
|
Research
and development
|
31
|
54
|
Total
|
$
166
|
$
335
|
Level
1
|
Unadjusted
quoted prices in active markets that are accessible at the
measurement date for identical, unrestricted assets or
liabilities.
|
Level
2
|
Applies
to assets or liabilities for which there are inputs other than
quoted prices included within Level 1 that are observable for the
asset or liability such as quoted prices for similar assets or
liabilities in active markets; quoted prices for identical assets
or liabilities in markets with insufficient volume or infrequent
transactions (less active markets); or model-derived valuations in
which significant inputs are observable or can be derived
principally from, or corroborated by, observable market
data.
|
Level
3
|
Prices
or valuation techniques that require inputs that are both
significant to the fair value measurement and unobservable
(supported by little or no market activity).
|
|
Fair Value at March 31, 2019
|
|||
($ in thousands)
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Assets:
|
|
|
|
|
Pension
assets
|
$
1,699
|
$
—
|
$
—
|
$
1,699
|
Totals
|
$
1,699
|
$
—
|
$
—
|
$
1,699
|
Liabilities:
|
|
|
|
|
Derivative
liabilities
|
$
1,489
|
$
—
|
$
—
|
$
1,489
|
Totals
|
$
1,489
|
$
—
|
$
—
|
$
1,489
|
|
Fair Value at December 31, 2018
|
|||
($ in thousands)
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Assets:
|
|
|
|
|
Pension
assets
|
$
1,733
|
$
—
|
$
—
|
$
1,733
|
Totals
|
$
1,733
|
$
—
|
$
—
|
$
1,733
|
Liabilities:
|
|
|
|
|
Derivative
liabilities
|
$
1,065
|
$
—
|
$
—
|
$
1,065
|
Totals
|
$
1,065
|
$
—
|
$
—
|
$
1,065
|
($
in thousands)
|
Pension
Assets
|
|
|
Balance at
December 31, 2018
|
$
1,733
|
Return on plan
assets
|
15
|
Company
contributions and benefits paid, net
|
(11
)
|
Effect of rate
changes
|
(38
)
|
Balance at March
31, 2019
|
$
1,699
|
($
in thousands)
|
Pension
Assets
|
|
|
Balance at
December 31, 2017
|
$
1,806
|
Return on plan
assets
|
11
|
Company
contributions and benefits paid, net
|
(21
)
|
Effect of rate
changes
|
56
|
Balance at March
31, 2018
|
$
1,852
|
($
in thousands)
|
Derivative
Liabilities
|
|
|
Balance at
December 31, 2018
|
$
1,065
|
Change in fair
value included in earnings
|
424
|
Balance at March
31, 2019
|
$
1,489
|
|
Three
Months Ended
March
31,
|
|
|
|
Net Product Revenue
|
2019
|
2018
|
$ Change
|
% Change
|
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
Software and
royalties
|
$
111
|
$
84
|
$
27
|
32
%
|
Percentage of total
net product revenue
|
40
%
|
87
%
|
|
|
Hardware and
consumables
|
$
11
|
$
1
|
$
10
|
1,000
%
|
Percentage of total
net product revenue
|
4
%
|
1
%
|
|
|
Services
|
$
156
|
$
12
|
$
144
|
1,200
%
|
Percentage of total
net product revenue
|
56
%
|
12
%
|
|
|
Total net product
revenue
|
$
278
|
$
97
|
$
181
|
187
%
|
|
Three
Months Ended
March
31,
|
|
|
|
Maintenance Revenue
|
2019
|
2018
|
$
Change
|
%
Change
|
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
Total maintenance
revenue
|
$
653
|
$
619
|
$
34
|
5
%
|
|
Three
Months Ended
March
31,
|
|
|
|
Cost of Product Revenue:
|
2019
|
2018
|
$ Change
|
% Change
|
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
Software and
royalties
|
$
—
|
$
5
|
$
(5
)
|
(100
)%
|
Percentage of
software and royalty product revenue
|
—
|
6
%
|
|
|
Hardware and
consumables
|
$
8
|
$
6
|
$
2
|
33
%
|
Percentage of
hardware and consumables product revenue
|
73
%
|
600
%
|
|
|
Services
|
$
76
|
$
15
|
$
61
|
407
%
|
Percentage of
services product revenue
|
49
%
|
125
%
|
|
|
Total product cost
of revenue
|
$
84
|
$
26
|
$
58
|
223
%
|
Percentage of total
product revenue
|
30
%
|
27
%
|
|
|
Maintenance cost of revenue
|
Three
Months Ended
March
31,
|
|
|
|
(dollars in thousands)
|
2019
|
2018
|
$
Change
|
%
Change
|
Total maintenance
cost of revenue
|
$
120
|
$
222
|
$
(102
)
|
(46
)% |
Percentage of total
maintenance revenue
|
18
%
|
36
% |
|
|
|
Three
Months Ended
March
31,
|
|
|
|
Product
gross profit
|
2019
|
2018
|
$
Change
|
%
Change
|
(dollars
in thousands)
|
|
|
|
|
Software and
royalties
|
$
111
|
$
79
|
$
32
|
41
%
|
Percentage of
software and royalty product revenue
|
100
%
|
94
%
|
|
|
Hardware and
consumables
|
$
3
|
$
(5
)
|
$
8
|
160
%
|
Percentage of
hardware and consumables product revenue
|
27
%
|
(500
)%
|
|
|
Services
|
$
80
|
$
(3
)
|
$
83
|
2,767
%
|
Percentage of
services product revenue
|
51
%
|
(25
)%
|
|
|
Total product gross
profit
|
$
194
|
$
71
|
$
123
|
173
%
|
Percentage of total
product revenue
|
70
%
|
73
%
|
|
|
Maintenance gross profit
|
Three
Months Ended
March
31,
|
|
|
|
(dollars in thousands)
|
2019
|
2018
|
$
Change
|
%
Change
|
|
|
|
|
|
Total maintenance
gross profit
|
$
533
|
$
397
|
$
136
|
34
%
|
Percentage of total
maintenance revenue
|
82
%
|
70
%
|
|
|
|
|
(a)
|
|
EXHIBITS
|
|
|
|
|
Eleventh
Amendment to Employment Agreement, by and between S. James Miller
and ImageWare Systems, Inc., dated January 30, 2019
(incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K, dated February 1,
2019).
|
|
|
Sixth
Amendment to Employment Agreement, by and between David E. Harding
and ImageWare Systems, Inc., dated January 30, 2019
(incorporated by reference to Exhibit 10.2 to the
Company’s Current Report on Form 8-K, dated February 1,
2019).
|
|
|
Certification
of the Principal Executive Officer pursuant to Rule 13a-14(a) and
15d-14(a)
|
|
|
Certification
of the Principal Financial and Accounting Officer pursuant to Rule
13a-14(a) and 15d-14(a)
|
|
|
Certification
by the Principal Executive Officer and Principal Financial and
Accounting Officer pursuant to 18 U.S.C. 1350 as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101.INS
|
|
XBRL
Instance Document
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase
|
Date:
May 9, 2019
|
|
IMAGEWARE
SYTEMS, INC
|
|
|
|
|
|
By:
/s/ S. James
Miller
|
|
|
S. James Miller
Chief Executive Officer, Chairman and Director
(Principal Executive Officer)
|
|
|
|
Date:
May 9, 2019
|
|
By:
/s/ Wayne
Wetherell
|
|
|
Wayne Wetherell
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
1 Year ImageWare Systems (CE) Chart |
1 Month ImageWare Systems (CE) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions