Benzinga | Apr 29, 2021 04:24PM EDT

Image Sensing Systems Initiates Quarterly Dividend Of $0.12/Share, Authorizes 220K Share Buyback; Co. Also Announces Implementation Of Holding Co. Reorganization

Image Sensing Systems, Inc. ("Image Sensing Systems") (NASDAQ:ISNS), a global company dedicated to helping improve safety and efficiency for cities and highways, today announced that its Board of Directors has approved the following actions:



* The initiation of a quarterly cash dividend to common shareholders of $0.12 per share of common stock on May 20, 2021 to shareholders of record at the close of business on May 10, 2021.

* Authorized a stock buyback program under which it may repurchase up to 200,000 shares of common stock.

* The implementation of a holding company reorganization.

* The new holding company, Autoscope Technologies Corporation, will become the new parent company of Image Sensing Systems.

* Image Sensing Systems' current Executive Chairman, Andrew Berger, will be transitioning to Autoscope Technologies Corporation's Chief Executive Officer.

The holding company will be named Autoscope Technologies Corporation, which is intended to highlight the Company's most successful and enduring product while also creating a new roadmap for future value creation by signaling a new company strategy and structure. Autoscope Technologies Corporation will focus on high-return internal growth opportunities while seeking selective acquisitions which can leverage its existing assets and infrastructure.

"Over the last five years, Image Sensing Systems has prudently rebuilt its balance sheet while significantly improving its bottom line profitability and cash flow. By reorganizing and building on the success of the Autoscope brand, we will work on growing the business with a focus on organic opportunities while also examining acquisitions and partnerships that can leverage the reputation, assets, and talents within the Company. We intend to transform the Company into a group of profitable business lines marketed to a diverse customer base that generates sustainably higher earnings," said Andrew Berger, Chief Executive Officer of Autoscope Technologies Corporation.

"In conjunction with the holding company structure, we believe the initiation of a dividend and a stock repurchase program will provide predictable ongoing returns and underscores our commitment to deliver long-term value to our shareholders, while allowing the business to simultaneously invest in growth opportunities," continued Berger.

"The Board would like to thank Chad Stelzig for his efforts on strengthening Image Sensing Systems under his leadership and is looking forward to his continued success as Image Sensing System's CEO," added Berger.

The reorganization is expected to be completed by the end of the second quarter of 2021. When implemented, the reorganization will result in a new holding company, Autoscope Technologies Corporation, that will become the new parent company of Image Sensing Systems and will replace Image Sensing Systems as the public company trading on Nasdaq.

Under the planned holding company reorganization, existing shares of Image Sensing Systems would be automatically converted on a one-for-one basis into shares of common stock of Autoscope Technologies Corporation. Shareholders would not need to return stock certificates or otherwise take any action with respect to their shares of Image Sensing Systems common stock. It is anticipated that the holding company reorganization would be a tax-free transaction for U.S. federal income tax purposes for Image Sensing Systems and its shareholders. The public company reorganization is not expected to result in a change in the directors, executive officers, management, or business of Image Sensing Systems.