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Executives

Jim Miller - Chairman and Chief Executive Officer

Wayne Wetherell - SVP of Administration and Chief Financial Officer

Analysts

Jeff Perry - Aberdeen Investment Management

ImageWare Systems, Inc. (OTCQB:IWSY) Q1 2013 Corporate Update Conference Call May 10, 2013 1:00 PM ET

Operator

Good afternoon everyone and thank you for participating in the ImageWare Systems Corporate Update Call to highlight the progress/ update on April 01, 2013. Joining us today are ImageWare Systems’ Chairman and CEO, Mr. Jim Miller; and the Company's CFO, Mr. Wayne Wetherell. Following their remarks, we will open the call for your questions.

Before we go further, I would like to take a moment to read the Company's Safe Harbor statement. Any statements that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as anticipate, believe, estimate, expect, forecast, intend, may, plan, project, predict, if, should and will and similar expressions as they relate to ImageWare Systems, Inc. are intended to identify such forward-looking statements. ImageWare may from time to time update these publicly announced projections, but it is not obligated to do so. Any projections of future results of operations should not be construed in any manner as a guarantee that such results will in fact occur. These projections are subject to change and could differ materially from final reported results.

For a discussion of such risks and uncertainties, see 'Risk Factors' in ImageWare’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, its quarterly reports on Form 10-Q for the quarter ended March 31, 2013 and its other reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 as amended. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date on which they are made.

I would like to remind everyone that this call will be available for replay through June 10, 2013 starting at 4:00 PM Eastern Time tonight. A webcast replay will also be available via the link provided in today's press release, as well as available on the Company’s website at www.iwsinc.com. Any redistribution, retransmission or rebroadcast of this call in any way without the express written consent of ImageWare Systems, Inc. is strictly prohibited.

Now, I would like to turn the call over to the Chairman and Chief Executive Officer of ImageWare Systems, Mr. Jim Miller. Sir, please go ahead.

Jim Miller

Thank you, Michael, and good morning and good afternoon to you all as appropriate. You saw this morning we issued a press release that provides you a corporate update highlighting our progress since our last call in April. I'm pleased to report that we've achieved multiple milestones in product development and further penetrated the commercial and consumer markets, so that's why ImageWare is a leader in multimodal biometric security solution.

As you may recall, during the first quarter of 2013, we entered into a contract with Fujitsu to jointly market a cloud-based multimodal biometric identity management system delivered on the Fujitsu Global Cloud Platform. Fujitsu's Global Cloud Platform is believed to be one of the world's largest and most secure cloud platforms and it will feature our CloudID product suite and provide our patented multimodal Biometric Engine version 2.0. We believe CloudID is the first offering of its kind and addresses the growing need to secure the cloud and mobile markets using multimodal biometric security solutions. Working with Fujitsu and its global cloud platform brings ImageWare to the cloud with a recognized best-in-class global partner and a leading innovator in the IT space worldwide.

We have now secured our first customer agreement in connection with the Fujitsu contract. This morning we announced an agreement with Emida Technologies, a leader in the global prepayment and value transfer market, to provide cloud based mobile transaction identity management services from mobile wallet subscribers and partners. Together our CloudID along with the Fujitsu Global Cloud Platform will provide Emida and its partners a fully validated, feature-rich, identity management solution that will deliver unprecedented security and value exchange protection for cash transfer and merchandise purchasing on a smartphone.

Under the agreement, ImageWare will collect a majority of these revenues associated with these services receiving a fee for each new subscriber registered and an additional monthly recurring fee per subscriber. Fujitsu will share in the recurring monthly fee for each subscriber registered and using its cloud services. We estimate that we will start seeing some revenues from this agreement in the fourth quarter of 2013.

To give you an idea of scale, Emida currently operates in 37 countries throughout the world with millions of subscribers to its service and supports the network of more than 54,000 retail points with an annualized dollar payment volume in excess of $1.5 billion and more than 240 million payment transactions processed each year. Partnering with Emida presents an extremely attractive opportunity for ImageWare and showcases our plug-in approach to identity management authentication.

As discussed, the active steps we've taken to position ImageWare as a leader in multimodal biometric security for the cloud and mobile market is now beginning to show result. Our partnership with Fujitsu to utilize their secure global platform is paving the way for a swift entry into these markets, as evidenced by this agreement with Emida. Together with Fujitsu, we expect to see significant momentum in similar transactions as we work to collaborate on a global expansion model in the near future. In fact, we are currently enjoying discussions with several clients regarding licensing opportunities and we'll continue to target large enterprise business and emerging application.

We have reached a very exciting crossroads where the cloud and mobile computing have intersected with biometrics. The rapid expansion in availability and use of mobile devices presents an incredible opportunity. As these devices have become culturally ubiquitous and nothing short of phenomenal in their reliability and robustness, the door has swung open to provide security for the myriad of transactions that occur on these devices every single day. While you can easily ascertain that it's my phone or my device, you can never really be sure who exactly is using it. The more transactions and sensitive information that can be accessed via mobile devices, the important it is that this critical security piece of the puzzle be solved. Happily, it's this solution that the new generation of ImageWare products addresses and solves.

We have also continued to develop and advance our biometric secured mobile transaction technology that is built upon the patented wireless interactive messaging technology we acquired from VOCEL last year. We've now married this technology with our Biometric Engine and other existing foundational patents to build interactive mobile applications that can be secured biometrically.

On the last call, we announced that we introduced the first demonstration models of this mobile technology on the Android platform to key potential corporate users. We have now a production release of our Android product and will soon release our iPhone demonstration product. We are currently in substantive discussions with several new clients regarding licensing opportunities. We strongly believe that the combination of these technologies provides yet another substantial competitive advantage for ImageWare.

Integrating ImageWare's patented wireless interactive messaging technology with ImageWare's active biometric solutions provides the missing security link facing a growing number of enterprises and government agencies that use mobile platforms to transact business or interact with their users. The solution is applicable for healthcare, law enforcement, banking, retail and any other organization or vertical market space that requires highly reliable and very flexible identity verification of mobile users.

We've also begun training and sales support for the Fujitsu sales team in North America and have commenced joint sales calls with some very high profile companies who have expressed serious interest in our CloudID product suite. As we've discussed on the last call, we continue to make plans to broaden our sales with Fujitsu on a worldwide basis.

At the beginning of 2012, we set a goal to establish a leadership position in biometric face identity management for the cloud and mobile security technology. The steps we've taken throughout 2012 and the early part of 2013 have clearly paved the way towards achieving this goal. Supplementing these proactive steps is a balance sheet that's allowed us to competitively bid for new business. On March 31, 2013, cash and cash equivalents totaled $2.2 million compared to $4.2 million at December 31, 2012. We continue to carry no debt and currently hold a $2.5 million unsecured line of credit with our largest shareholder Neal Goldman.

Based upon current and projected cash levels as well as the recently secured line of credit we just mentioned, we do not expect at this time to require any incremental equity capital to fund our current operations, reach profitability, and have positive cash flow from operations, which we believe we are rapidly approaching.

As we have stated, we're not yet a quarter-to-quarter company. However, we recognize the importance of getting to that place. Now, the fundamental and transformational shift in our revenue model will take us there and will take us there quickly. As we move forward, we continue to view intellectual property as a key component to our overall strategy. Since the beginning of 2013, we have filed nine patent applications in the United States around our biometric and mobile technology. In addition to our strong U.S. patent position, we have been awarded patents on our multimodal biometric engine technology in Canada, Australia and China and have applications pending in Europe.

It's clear that we have taken significant steps to strengthen our internal resources, enhance our product offering, and further penetrate the commercial and consumer markets over the last year. As a result, we've begun to see a revenue model change as our dependency upon large government clients with lumpy and difficult to predict revenues is nearing an end. By licensing our products on a service or transactional basis to a broad base of clients, we can significantly increase revenue, provide forward-looking visibility, and drive shareholder value well into the future.

Now, we'd like to open the call to any questions you might have.

Question-and-Answer Session

Operator

(Operator Instructions) Our first question comes from the line of (indiscernible). Please go ahead.

Unidentified Analyst

I have a few questions here. I think what all of us are trying to figure out, like we're all on board, would be the concepts that you guys have. I think we're all in agreement that if this is the way everything is going, it's fantastic, but we really I think need some sort of numbers behind what these agreements are. So for instance with Emida, can you give us some sort of like, let's say one person signs up for a subscription, what is that dollar figure to you, and this is not asking, I'm not saying you can't give forecast about how many people might sign up, but if you could help us understand what one person signing up for this might mean?

Wayne Wetherell

This is Wayne Wetherell, let me take this question. With Emida, we are charging an upfront fee for every enrollee as they enrol and then we're charging them monthly fee. We are looking forward as you can see from the release and from Jim's comments earlier, Emida has a substantial footprint in this marketplace. We feel that our security will be adopted by a significant number of their existing customers and future customers. We've done some preliminary forecasts that range best, worst, middle, and on the very conservative side, looking out towards next year, we think we can very easily reach enrolments of about 1.2 million and that would be on one of our low side projections.

Just to give you an example of what kind of revenue we would be talking about, at the level of 1.2 million, we'd be talking about revenue per month of approximately $325,000 and contribution margin per month of about $220,000. That relates to about $3.9 million per year and $2.6 million per year for revenue and contribution margin.

Jim Miller

And of course that's one, this is one client and it won't be the only one.

Unidentified Analyst

Right.

Wayne Wetherell

That's regional level of approximately 1.2 million. So that should give you an idea of what you're talking about in modeling out this type of a business.

Unidentified Analyst

That's actually, that's very, a lot more hopeful. Now if I could ask another question, in terms of the phones, the Android and the iPhone that you have, when you say substantive discussion, is it sort of saying where you say, okay, we have the production model of the Android, we're just trying to figure out what is the revenue, I mean how are we going to split things, or are they still evaluating the Android phone in general, like what does that mean exactly?

Jim Miller

So it's a little different depending on the player. I mean this is new technology. So, some of these folks need to understand how this new technology will work inside their existing workflow process, and then once they understand that and all of the folks we're talking to now do, you get to of course inevitably price, and price is a function in our pricing matrixes of volume. So there is a small business case, and as Wayne said, there are mediums and there are largers. As volume goes up, the price per month comes down, and we are in discussions with folks about that pricing.

As I said in the last call and I will say it again because I think it is worth knowing and understanding, there's a lot of thoughtful discussions on both sides of the table going on because this is, as you know, this is a brand new territory we're moving through. There's not a model sitting on a shelf that you dust off and say, okay, we did this last time. These are firsts. As far as we know, the Fujitsu cloud platform agreement to distribute our CloudID product is really the first of its kind in the industry. So we're charting new ground here. But substantive discussion means meaningful discussions with people who have gotten past why they need this and now what's the price.

Unidentified Analyst

Okay. And we're talking about levels that can, in terms of possible revenue when you make this agreement in the level that you're discussing that range, is this something that would move the needle?

Jim Miller

Yes. You're looking at mid six-figure revenue to this Company on a monthly basis. That's pretty significant. And that's one – again this is one client. We know there will be more.

Unidentified Analyst

Okay, and in terms of the mobile handsets sort of thing?

Jim Miller

Yes.

Unidentified Analyst

Okay. I'm not sure if there are other questions, I've got a number of other questions which I would like to keep going through here. I know this and I'm betting that he's probably on the call, but Neal Goldman, he's taken a 40% stake I suppose, something like that. Was that through open market purchases or was that an exercise of options with you guys?

Jim Miller

It was a combination of purchases through PIPE transactions, purchases in open market as well as exercise or warrants.

Unidentified Analyst

Okay, good to know. And then on that similarly related, now you said you don't need any equity financing as far as you can tell and you have the line of credit, but what is for your cash flow or cash burn on maybe a monthly or quarterly basis as it stands right now?

Jim Miller

It varies per quarter. First quarter was a month that we don't get a lot of cash out of our maintenance agreements, which our maintenance agreements represent a pretty good amount of our revenue. So we may have had $600,000 or $700,000 in revenue from those maintenance agreements. However, most of that is amortization of revenue over the period of the maintenance agreement. So, in the first quarter, as reported out, we burned about $2 million in revenue.

Two things there. We didn't have as much cash collection in that quarter. Secondly, we also had higher than normal expenses for outside contracting and getting these products finalized, especially related to the mobile platforms, which will not be recurring in future. And to give an example, in the third quarter, that's a quarter where we generally collect a significant amount of cash against our maintenance revenues, we will have a positive cash flow in that quarter. So, depending on the quarter, we will have different amounts of burn. We anticipate that the revenues from these new opportunities will start to get to our income statement and balance sheet beginning in the third quarter and become more significant in the fourth quarter and into next year.

Unidentified Analyst

Hitting in third quarter, okay good to know. Finally, I guess second to finally, you haven't – Jim, when I met with you last year, remember we were discussing the port security and I know you guys have been focusing on the mobile and the cloud stuff. Are you guys just not entertaining anything on the port security side? I guess I'm a little surprised. Most of Europe and North America haven't just come knocking on the door for your system.

Jim Miller

The SAFE Port Act, as is often the case with federal legislation in this country and others, has given the ports around the world a little bit of a breather in terms of compliance. So that's one factor. As we said in our last call, we have an agreement to provide biometric security for the ports around Ecuador starting with the Port of Guayaquil. That project kicked off this month, our work actually starts in July, and we do have a couple of other port projects that are out for bid with prime contractors. We're doing quite a bit of work and you'll see more from us in the airport space as opposed to the seaport space, reflective just of the fact that a lot of the U.S. airports are going through security upgrades and their move into biometric identification.

But no, we haven't forgotten that sector at all but one thing that as we've been saying, these government projects are great once they start. The trouble is getting past budget and politics to get to the start, and we just couldn't any longer sit and wait in hope that governments, ours and others got their fiscal act together. You know prospects don't look good. So, what we see is an incredibly vibrant sector in the commercial and consumer. There's a sense of urgency, people are driven by making a profit, it's time to go to market now, not a year from now, and it's just a totally different mindset, and I might say a refreshing one. So that's what's you're seeing reflected.

It isn't that we're not interested in those, it's just that you know government acts the way it acts, even in crisis. It tends to be slow, and so we weren't comfortable waiting around for those things. While the other market is developing, it's time to get in there and take the advantage of being the first provider for some of these services.

Unidentified Analyst

Okay. My final question, I know last year when we talked you had said that you had some sort of unsolicited buyout offers. Have any more offers been made or discussions with that?

Jim Miller

No, no formal offers, no.

Unidentified Analyst

Okay, great. Thank you so much, guys.

Operator

(Operator Instructions) Our next question comes from the line of Jeff Perry with Aberdeen Investment Management. Please go ahead.

Jeff Perry - Aberdeen Investment Management

Congratulations gentlemen on this progress. It's very encouraging. I know it's been a long road for you, Jim. Carrying its relative saving, implementation process and the revenue generation under the (indiscernible), so if they sign up Emida or anybody else, is that in effect still down some keys or there's some uploading and implementation of rosters and things of that nature that take place, that triggers the revenue generation for the initial payment? And then on an ongoing basis, if you can help us understand just kind of the nuts and bolts of that, and I'm assuming that that's going to be representative of the future types of things that you add on?

Jim Miller

Yes, it is absolutely representative. We are believers that private or public sector will over the medium term, and in the private sector the short-term, start to take all of its products via cloud distribution. It's very efficient, incredibly economical way to distribute product, it is the most efficient, economical and largest distribution vehicle this Company has ever enjoyed, and the Fujitsu Global Cloud Platform is global, it's secure and it comes with one of the world's most well regarded and well known integrators as a partner.

So in terms of the specifics of how it works is that a client will be able to get the product via the cloud and he will be able to download it and implement it in its facility, and for the number of enrolments that are done upfront, the Company will get a one-time enrolment fee, followed by a recurring monthly revenue for maintaining the data in the database. That's the subscription fees. And that, as I said it to the previous caller, those prices will vary depending on the size of the organization that a part we're contracting with and the number of people that they've put in the database. It won't surprise you that volume means lower prices, but these are companies that have significant population they are dealing with or significant customer bases they are dealing with. So your most clients buy a fairly large number.

Jeff Perry - Aberdeen Investment Management

So, on a U.S. corporation, say I've got 10,000 employees and I'm in an environment that requires the security, and maybe all have ID cards or some other form of security access issue, then I'm just kind of curious of the time and expense it takes for them to adopt to your technology and be up and running, is that 60 days, 90 days, so even though it's cloud based, it sounds like that they have to download something on to store on it for, or you have to capture and configure their roster, their suite of technology, I'm just wondering how long that takes in terms of that test rifle from the time? And a follow on question is, really what – I guess more central question is, where is the sales cycle, and a follow on that, what's their implementation in go-live process?

Jim Miller

The sales cycle is difficult to give you at precise because it's a new adventure for us and for Fujitsu. I can tell you that the notion of getting biometric identity management products via the cloud and buying that product at a pay-as-you-go monthly basis is extremely attractive to the folks that we have made the joint calls with today, which are a number of companies, some of them very large and incredibly recognizable. Their implementation, because this works on off-the-shelf hardware that many of them already have, our delivery time is nothing, zero, it's a day. Their set up time is literally a couple of days.

So, this is the reason that we're pretty excited about this. This isn't the government model where the hardware comes on-site or it sits around, it waits till budget money gets freed. This is, we're ready, let's go, push the button, deliver the product. Again, the great thing about the market, as it's evolved, is many of the hardware tools that are required to enrol people into these databases are literally off-the-shelf, very, very inexpensive items. Even I could go to Best Buy and buy a lot of them right now.

Or like in the case of Emida, the handsets that they carry are their enrolment devices in many cases. And future handsets will be accommodating fingerprints, iris and various others. So current handsets can handle facial recognition enrolment, can handle voice recognition enrolment, some handsets overseas can even handle palm vein enrolment. So, you're having the smartphone and it's the essential driver of biometric technology in the mobile field. As Wayne said, it's an enrolment station. We never had that before.

The average smartphone is reliable, it's robust, it's powerful, and it's got a very sophisticated computer in it, and it will allow you to do biometric transactions, it will allow you to enrol and will allow you to do a lot of things. And as smartphones proliferate, and we both know they are in incredible numbers – I saw yesterday from Frost & Sullivan a graphic which showed that over the next few years there'll be two to three times as many smart devices in the world as there are people in the world. Incredible, but they say that's where it's going, and it's going there in the next several years, not 20, not 10, two or three.

Jeff Perry - Aberdeen Investment Management

So the Emida deal, it sounds like that happened at virtually like light speed. If you're just engaged with Fujitsu a matter of months ago, and that was probably (indiscernible) timeframe of negotiation, and now you have Emida, can you describe how that process proceeded and is that a one-off hotwire or is that might be indicative of how future discussions might be proceeding or could go or – again, it sounds like it's a substantial business, cost contract, involves new technology and yet it looks like Emida looked at it, evaluated it, decided on it, and has acted on it, and that things got happened in a matter of weeks, am I reading that right?

Jim Miller

Yes, you're reading exactly right. Emida was a client that we identified slightly prior to the Fujitsu agreement, but as I said, the Fujitsu partnership is incredible in a lot of aspects and part of that is the secure data centers that they provide and that wonderful world's largest cloud platform, and that is a compelling partnership with our technology so that people like Emida will know that their data, which is financial and it is personal, will be secure. And we have seen, as I said, we have been excited to say the least at the initial reaction to the Fujitsu-ImageWare cloud offering and we do believe that that kind of timing is indicative. You're going to see more of these.

Jeff Perry - Aberdeen Investment Management

So it didn't take long for these people to get the joke. You show up, you got partnership, you got scale, and reference to channels being federal governments and demonstrated performance I gather that you can go through a due diligence process in a matter of week as opposed to months or quarters?

Jim Miller

Yes, as you know, we're not a concept company, and we have big reference accounts with tens of millions of biometric records that are enrolled, that we manage every single day, 24 hours in that day, seven days a week, and so it is not a stretch. You can check those things out, they are easily confirmable, and it's not a stretch to see that. We're doing that for the government, we can do that in the private sector, and in terms of securing your data, housing it somewhere, again one of the incredible advantages, there are a lot of them, but one of the advantages that Fujitsu brings to the partnership.

Jeff Perry - Aberdeen Investment Management

And one final question. Going forward, it sounds like this should ramp and I guess there'll be, in your revenue breakout, you will disclose what is government and what is whether you want to call it private sector or just non-government, and what might this be going forward as a mix, it sounds like it's going to be a preponderance or a majority of your revenue in store order.

Jim Miller

Yes, I think so. Look, I'd love for government to be a huge portion of the revenues going forward, but as some of you know, I mean we have been slated for government projects that haven't moved in 15 months and you can't run a business that way. So we have a product mix and a capability that has shifted to a market that's opened up in the private sector, so I do think you will see a great portion of our revenue come out of private sector, and we think that's nothing but good because you go to market quicker and these are people who have already made the decision, we're going to buy this technology, we may need to negotiate the price of course, that's always the case, but we've already made the decision, we're going to do this, we're going to protect our mobile devices with biometric technology, that's done. You don't have to go in and prove the concept and sit around for six months while people mess with budget money and then get awarded and have nothing happen. That's like I said, just not a model, it's not a model that works. I mean those – we don't know this. So, you will see mostly private sector revenue going forward, yes.

Jeff Perry - Aberdeen Investment Management

And Fujitsu has how many sales resources dedicated to this?

Jim Miller

There are several thousand Fujitsu sales folks. When we are fully up, trained and running, which will be in the next 60 days, then you will have the complete Fujitsu sales force starting in North America, be able to sell all of the ImageWare products, and as we said earlier, we are moving ahead with branching out beyond North America to a truly global offering with Fujitsu as well.

Jeff Perry - Aberdeen Investment Management

And as far as your investment in sales and marketing, obviously you'll be making some calling efforts with them and some closing perhaps processes, is your budget going to have to grow significantly to support this activity?

Jim Miller

Actually we don't think so. We are building a sales portal that will allow our partners at Fujitsu to see product demonstrations, configure the products, order the product, deliver the product, right off of the single site. So again, the beauty of the world we live in and the cloud and pervasive proliferation of computerization in our societies, they are very potent delivery vehicles, and if your partners are properly trained, we shouldn't have to be hiring an army of salespeople to support that effort, we can support it online, which is what we intend to do.

Jeff Perry - Aberdeen Investment Management

I gather then, since you already handling managing large enrolment scales, then theoretically there wouldn't have to be a big increase in what might be thought of as say product support?

Jim Miller

That's correct, yes. It's a train the trainer model.

Jeff Perry - Aberdeen Investment Management

I guessed it. Alright, thank you very much. I'll let someone else ask questions, and congratulations and go get them.

Jim Miller

Thank you. We're going to do that.

Operator

At this time, this concludes our question-and-answer session. I would now like to turn the call back over to Mr. Miller for closing remarks.

Jim Miller

Thanks, Michael. I'd like to conclude by saying that as a company, we're pretty pumped up group at ImageWare these days. We sometimes say amongst ourselves that this is no longer your father's ImageWare, and I think that you're starting to see with announcements like we had out today the reason for that feeling and our enthusiasm. And as we said earlier, we're at an incredibly exciting intersection of three major market moving forces, the cloud, mobile computing, and biometrics, the opportunities are simply awesome. We're starting to see the transformation of our financial model and we have a number of discussions underway that we expect to significantly increase sales. The first of these was Emida, we expect more to follow.

In summary, our strategy to diversify ImageWare's revenue stream and decrease our dependency upon large government projects is beginning to gain traction. Although we'll continue to pursue government contracts, our software-as-a-service model, mobile and cloud offerings in the commercial and consumer markets will provide us with a more stable recurring revenue stream and a much clearer picture of ImageWare's long-term opportunity.

As always, we appreciate your continued support and interest as we remain committed to returning shareholder value. Thank you to you all for participating in today's call and we look forward to talking to you at our next call. Thanks. Good afternoon to all of you.

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Source: ImageWare Systems' CEO Hosts Q1 2013 Corporate Update Conference Call (Transcript)

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