U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2005 or |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-15087 I.D. SYSTEMS, INC. ------------------ (Exact name of registrant as specified in its charter) Delaware 22-3270799 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One University Plaza, Hackensack, New Jersey 07601 -------------------------------------------------- (Address of principal executive offices) (Zip Code) (201) 996-9000 -------------- (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yes |X| No |_| Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X| The number of shares outstanding of the registrant's Common Stock, $0.01 par value, as of the close of business on May 11, 2005 was 7,713,255. INDEX I.D. Systems, Inc. PART I - FINANCIAL INFORMATION Item 1. Financial Statements. Page ---- Condensed Balance Sheets as of December 31, 2004 - and March 31, 2005 (unaudited) 1 Condensed Statements of Operations (unaudited) - for the three months ended March 31, 2004 and 2005 2 Condensed Statements of Cash Flows (unaudited) - for the three months ended March 31, 2004 and 2005 3 Notes to Condensed Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3. Quantitative and Qualitative Disclosures About Market Risk 10 Item 4. Controls and Procedures 11 PART II - OTHER INFORMATION Item 6. Exhibits 11 Signatures 12 PART I - FINANCIAL INFORMATION Item 1. Condensed Financial Statements I.D. Systems, Inc. Condensed Balance Sheets December 31, March 31, 2005 2004 (Unaudited) -------------- -------------- ASSETS Cash and cash equivalents $ 8,440,000 5,073,000 Short-term investments 3,195,000 3,488,000 Accounts receivable, net 1,432,000 3,609,000 Unbilled receivables 402,000 -- Inventory 1,739,000 2,321,000 Investment in sales type leases 39,000 40,000 Interest receivable 50,000 52,000 Officer loan 10,000 10,000 Prepaid expenses and other current assets 225,000 82,000 -------------- -------------- Total current assets 15,532,000 14,675,000 Fixed assets, net 1,009,000 1,094,000 Investment in sales type leases 34,000 24,000 Officer loan 20,000 18,000 Deferred contract costs 476,000 386,000 Other assets 88,000 87,000 -------------- -------------- $ 17,159,000 $ 16,284,000 ============== ============== LIABILITIES Accounts payable and accrued expenses $ 2,541,000 $ 1,799,000 Long term debt - current portion 199,000 201,000 Line of credit -- 500,000 Deferred revenue 95,000 96,000 -------------- -------------- Total current liabilities 2,835,000 2,596,000 Long term debt 449,000 398,000 Deferred revenue 191,000 167,000 Deferred rent 112,000 116,000 -------------- -------------- 3,587,000 3,277,000 -------------- -------------- STOCKHOLDERS' EQUITY Preferred stock; authorized 5,000,000 shares, $.01 par value; none issued Common stock; authorized 15,000,000 shares, $.01 par value; issued and outstanding 7,690,000 shares and 7,735,000 shares 77,000 77,000 Additional paid-in capital 24,994,000 25,064,000 Treasury stock; 40,000 shares at cost (113,000) (113,000) Accumulated deficit (11,386,000) (12,021,000) -------------- -------------- 13,572,000 13,007,000 -------------- -------------- $ 17,159,000 $ 16,284,000 ============== ============== See accompanying notes 1 I.D. Systems, Inc. Condensed Statements of Operations (Unaudited) Three months ended March 31, 2004 2005 ------------ ------------ Revenues $ 2,705,000 $ 3,033,000 Cost of Revenues 1,274,000 1,506,000 ------------ ------------ Gross Profit 1,431,000 1,527,000 Selling, general and administrative expenses 1,254,000 1,853,000 Research and development expenses 155,000 395,000 ------------ ------------ Income (loss) from operations 22,000 (721,000) Interest income 54,000 62,000 Interest expense (18,000) (13,000) Other income 37,000 37,000 ------------ ------------ Net income (loss) $ 95,000 $ (635,000) ============ ============ Net income (loss) per share - basic $ 0.01 $ (0.08) ============ ============ Net income (loss) per share - diluted $ 0.01 $ (0.08) ============ ============ Weighted average common shares outstanding- basic 7,170,000 7,719,000 ============ ============ Weighted average common shares outstanding- diluted 8,114,000 7,719,000 ============ ============ See accompanying notes 2 I.D. Systems, Inc. Condensed Statements of Cash Flows (Unaudited) Three months ended March 31, 2004 2005 ------------ ------------ Cash flows from operating activities: Net income (loss) $ 95,000 $ (635,000) Adjustments to reconcile net loss to cash used in operating activities: Depreciation and amortization 59,000 84,000 Deferred rent expense 6,000 4,000 Deferred revenues (21,000) (23,000) Changes in: Accounts receivable (850,000) (2,177,000) Unbilled receivables -- 402,000 Inventory (17,000) (582,000) Prepaid expenses and other assets 41,000 144,000 Investment in sale type leases 9,000 9,000 Deferred contract costs (28,000) 90,000 Accounts payable and accrued expenses 90,000 (742,000) ------------ ------------ Net cash used in operating activities (616,000) (3,426,000) ------------ ------------ Cash flows from investing activities: Purchase of fixed assets (75,000) (169,000) Purchases of investments (386,000) (500,000) Increase in interest receivable (8,000) (2,000) Maturities of investments 550,000 225,000 Amortization of (discount) premium on investments 42,000 (18,000) Officer loan 3,000 2,000 ------------ ------------ Net cash (used in) provided by investing activities 126,000 (462,000) ------------ ------------ Cash flows from financing activities: Proceeds from line of credit -- 500,000 Repayment of term loan (46,000) (49,000) Proceeds from exercise of stock options 332,000 70,000 ------------ ------------ Net cash used in operating activities 286,000 521,000 ------------ ------------ Net decrease in cash and cash equivalents (204,000) (3,367,000) Cash and cash equivalents - beginning of period 3,179,000 8,440,000 ------------ ------------ Cash and cash equivalents - end of period $ 2,975,000 $ 5,073,000 ============ ============ Supplemental disclosure of cash flow information: Cash paid for: Interest $ 18,000 $ 13,000 See accompanying notes 3 I.D. Systems, Inc. Notes to Condensed Financial Statements March 31, 2005 NOTE A - Basis of Reporting The accompanying unaudited condensed financial statements 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. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the financial position of I.D. Systems, Inc. (the "Company") as of March 31, 2005, the results of its operations for the three-month periods ended March 31, 2004 and 2005 and cash flows for the three-month periods ended March 31, 2004 and 2005. The results of operations for the three-month period ended March 31, 2005 are not necessarily indicative of the operating results for the full year. It is suggested that these financial statements be read in conjunction with the financial statements and related disclosures for the year ended December 31, 2004 included in the Company's Annual Report. NOTE B - Earnings (Loss) Per Share of Common Stock Earnings (loss) per share for the three months ended March 31, 2005 and 2004 are as follows: Three Months Ended March 31, 2004 2005 ----------- ----------- Basic earnings (loss) per share Net income (loss) $ 95,000 $ (635,000) ----------- ----------- Weighted average shares outstanding 7,170,000 7,719,000 ----------- ----------- Basic earnings (loss) per share $ 0.01 $ (0.08) =========== =========== Diluted earnings (loss) per share Net income (loss) $ 95,000 $ (635,000) ----------- ----------- Weighted average shares outstanding 7,170,000 7,719,000 ----------- ----------- Dilutive effect of stock options 944,000 0 ----------- ----------- Weighted average shares outstanding, diluted 8,114,000 7,719,000 ----------- ----------- Diluted earnings (loss) per share $ 0.01 $ (0.08) =========== =========== Basic income (loss) per share is based on the weighted average number of common shares outstanding during each period. Diluted income (loss) per share reflects the potential dilution assuming common shares were issued upon the exercise of outstanding options and warrants and the proceeds thereof were used to purchase outstanding common shares. For the three-month period ended March 31, 2005, the basic and diluted weighted average shares outstanding are the same since the effect from the potential exercise of outstanding stock options would have been anti-dilutive. 4 NOTE C - Revenue Recognition The Company's revenues are derived from contracts with multiple element arrangements, which include the Company's system, training and technical support. Revenues are recognized as each element is earned based on the relative fair value of each element and when there are no undelivered elements that are essential to the functionality of the delivered elements. The Company's system is typically implemented by the customer or a third party and, as a result, revenue is recognized when title and risk of loss passes to the customer, which usually is upon delivery of the system, pervasive evidence of an arrangement exists, sales price is fixed and determinable, collectibility is reasonably assured and contractual obligations have been satisfied. Training and technical support revenue are generally recognized at time of performance. The Company also enters into post-contract maintenance and support agreements. Revenue is recognized over the service period and the cost of providing these services is expensed as incurred. The Company also derives revenues under leasing arrangements. Such arrangements provide for monthly payments covering the system sale, maintenance and interest. These arrangements meet the criteria to be accounted for as sales-type leases pursuant to Statement of Financial Accounting Standards No. 13, "Accounting for Leases". Accordingly, the system sale is recognized upon delivery of the system, provided all other revenue recognition criteria are met as described above. Upon the recognition of revenue, an asset is established for the "investment in sales-type leases". Maintenance revenue and interest income are recognized monthly over the lease term. NOTE D - Stock-based compensation The Company accounts for stock-based employee compensation under Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations. The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation" and SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure", which was released in December 2002 as an amendment of SFAS No. 123. The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all awards. Three Months Ended March 31, 2004 2005 ----------- ----------- Reported net income (loss) $ 95,000 $ (635,000) Stock-based employee compensation expense included in reported net income (loss), net of related tax effects 0 0 Stock-based employee compensation determined under the fair value based method, net of tax effects related (295,000) (380,000) ----------- ----------- Pro forma net loss $ (200,000) $(1,015,000) =========== =========== Income (loss) per share (basic and diluted): As reported $ 0.01 $ (0.08) =========== =========== Pro forma $ (0.03) $ (0.13) =========== =========== NOTE E - Long Term Debt In January 2003, the Company closed on a five-year term loan for $1,000,000 with a financial institution. Interest at the 30-day LIBOR plus 1.75% and principal are payable monthly. To hedge the loan's floating interest expense the Company entered into an interest rate swap contemporaneously with the closing of the loan and fixed the rate of interest at 5.28% for the five-year term. The loan is secured by all the assets of the Company and the Company is in compliance with the covenants under the term loan. The fair value of the interest rate swap is not material to the financial statements or results of operations. 5 NOTE F - Line Of Credit The Company has a working capital line of credit, with maximum borrowings of $500,000. Interest at the 30 day LIBOR Market Index Rate plus 1.75% is payable monthly. At March 31, 2005, the Company owed $500,000 under this line of credit. NOTE G - Deferred contract costs During 2003, the Company entered into a contract with a customer pursuant to which the Company's system will be implemented on a portion of the customer's fleet of vehicles. The Company will be entitled to issue sixty monthly invoices of up to $40,000 per month, each of which is contingent upon certain conditions being met. Costs directly attributable to this contract, consisting principally of engineering and manufacturing costs, are being deferred until implementation of the system is completed. The deferred costs will be charged to cost of revenue in accordance with the cost recovery method, pursuant to which the deferred contract costs will be reduced in each period by an amount equal to the revenue recognized until all of the deferred costs are written off at which time the Company will recognize a gross profit, if any. As of March 31, 2005, the Company deferred $906,000 of such contract costs and amortized $520,000 of such costs. The implementation of the system is substantially completed and additional contract costs are not anticipated to be significant. The Company will continue to evaluate the carrying amount of the deferred contract costs for potential impairment. NOTE H - Concentration of customers and vendor Three customers accounted for 49%, 22% and 13%, respectively, of the Company's revenue during the three month period ended March 31, 2005. The same customers accounted for 44%, 18% and 11%, respectively, of the Company's accounts receivable as of March 31, 2005. One vendor accounted for 52% of the Company's purchases during the three month period ended March 31, 2005. The same customer accounted for 50% of the Company's accounts payable as of March 31, 2005. NOTE I - Reclassifications: Certain prior year amounts have reclassified to conform with the current year presentation. Item 2. Management's Discussion And Analysis The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the condensed financial statements and notes thereto appearing elsewhere herein. This report contains various forward-looking statements made pursuant to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995 (the "Reform Act") and information that is based on management's beliefs as well as assumptions made by and information currently available to management. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. When used in this report, the words "anticipate", "believe", "estimate", "expect", "predict", "project", and similar expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements which speak only as of the date hereof, and should be aware that the Company's actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including business conditions and growth in the wireless tracking industries, general economic conditions, lower than expected customer orders or variations in customer order patterns, competitive factors including increased competition, changes in product and service mix, and resource constraints encountered in developing new products and other statements under "Risk Factors" set forth in our Form 10-KSB for the fiscal year ended December 31, 2004 and other filings with the Securities and Exchange Commission (the "SEC"). The forward-looking statements regarding industry trends, product development and liquidity and future business activities should be considered in light of these factors. The Company undertakes no obligation to publicly release the results on any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 6 The Company makes available through its internet website free of charge its annual report on Form 10-KSB, quarterly reports on Form 10-QSB, current reports on Form 8-K, amendments to such reports and other filings made by us with the SEC, as soon as practicable after the Company electronically files such reports and filings with the SEC. The Company's website address is www.id-systems.com. The information contained in this website is not incorporated by reference in this report. In the following discussions, most percentages and dollar amounts have been rounded to aid presentation, accordingly, all amounts are approximations. Results of Operations The following table sets forth, for the periods indicated, certain operating information expressed as a percentage of revenue: Three months ended March 31, 2004 2005 ---------- ---------- Revenues 100.0% 100.0% Cost of Revenues 47.1 49.6 ---------- ---------- Gross Profit 52.9 50.4 Selling, general and administrative expenses 46.4 61.1 Research and development expenses 5.7 13.0 ---------- ---------- Income (loss) from operations 0.8 (23.7) Net interest income 1.3 1.6 Other income 1.4 1.2 ---------- ---------- Net income (loss) 3.5 % (20.9)% ---------- ---------- 7 Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004 REVENUES. Revenues were $3,033,000 in the three months ended March 31, 2005 compared to $2,705,000 in the three months ended March 31, 2004, an increase of $328,000, or 12%. The increase in revenues in the quarter ended March 31, 2005 was attributable primarily to continued customer acceptance and market penetration of the Company's patented Wireless Asset Net(TM) system for tracking and managing fleets of industrial equipment. Included in revenues in the quarter ended March 31, 2005 was $120,000 of revenues related to the cost recovery method as described in Note G of the financial statements included herein. The revenue was offset by $120,000 of amortized capital costs included in costs of revenues as described in Note G of the financial statements included herein. COST OF REVENUES. Cost of revenues were $1,506,000 in the three months ended March 31, 2005 compared to $1,274,000 in the three months ended March 31, 2004. As a percentage of revenues, cost of revenues was 49.6% in the three months ended March 31, 2005 as compared to 47.1% in the three months ended March 31, 2004. Gross profit was $1,527,000 in the three months ended March 31, 2005 compared to $1,431,000 in the three months ended March 31, 2004. As a percentage of revenues, gross profit decreased to 50.4% in the three months ended March 31, 2005 from 52.9% in the three months ended March 31, 2004. Included in costs of revenues in the quarter ended March 31, 2005 is $120,000 of amortized capitalized costs associated with the cost recovery method as described in Note G of the financial statements included herein. In accordance, with the cost recovery method, the capitalized contract costs were reduced by the same amount equal to the revenue recognized in the period. Excluding the amortization of the deferred contract costs of $120,000 for the quarter ended March 31, 2005 gross profit as a percentage of revenues was 52.4% in the quarter ended march 31, 2005. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses were $1,853,000 in the three months ended March 31, 2005 compared to $1,254,000 in the three months ended March 31, 2004. This increase was primarily attributable to increased payroll and related expenses as well as travel expenses due to the hiring of additional personnel to support the continued growth of the business. At March 31, 2005 the Company has 55 employees as compared to 40 at March 31, 2004. The increase in personnel has been primarily in the customer service area. Also included in selling general and administrative expenses in the quarter ended March 31, 2005 is $66,000 related to Section 404 of the Sarbanes-Oxley Act. As a percentage of revenues, selling, general and administrative expenses increased to 61.1% in the three months ended March 31, 2005 from 46.4% in the three months ended March 31, 2004. RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses were $395,000 in the three months ended March 31, 2005 compared to $155,000 in the three months ended March 31, 2004. This increase was attributable to the fact that during the quarter ended March 31, 2004 a portion of the Company's research and development expenses for the period were funded by a customer. That portion was included in cost of sales for the period ended March 31, 2004. As a percentage of revenues, research and development expenses increased to 13.0% in the three months ended March 31, 2005 from 5.7% in the three months ended March 31, 2004. NET INTEREST INCOME AND EXPENSE. Interest income was $62,000 in the three months ended March 31, 2005 as compared to $54,000 in the three months ended March 31, 2004. This increase was attributable to the increase in interest rates. The Company invests in investment grade commercial paper and corporate bonds, which are classified as held to maturity. Interest expense was $13,000 in the three months ended March 31, 2005 as compared to $18,000 in the three months ended March 31, 2004. 8 OTHER INCOME. Other income of $37,000 in the three-month periods ended March 31, 2005 and 2004 reflects rental income from a sublease arrangement. NET INCOME (LOSS). Net loss was $635,000 in the three months ended March 31, 2005, or $(0.08) per basic and diluted share as compared to net income of $95,000, or $0.01 per basic and diluted share in the three-month period ended March 31, 2004. This was due primarily to the reasons described above. Liquidity and Capital Resources As of March 31, 2005, the Company had $8,561,000 of cash, cash equivalents and short-term investments and $12,079,000 of working capital as compared to $11,635,000 and $12,697,000, respectively, at December 31, 2004. Net cash used in operating activities for the three months ended March 31, 2005 was $3,426,000 as compared to net cash used in operating activities of $616,000 for the three months ended March 31, 2004. Net cash used in operating activities in the three months ended March 31, 2005 was primarily due to an increase in accounts receivable of $2,177,000, a decrease of accounts payable and accrued expenses of $742,000 and net loss of $635,000 partially offset by a decrease in unbilled receivables of $402,000 and a decrease in prepaid expenses and other assets of $144,000. Net cash used in operating activities in the three months ended March 31, 2004 was primarily due to an increase in accounts receivable of $850,000 offset by net income of $95,000, depreciation and amortization of $59,000 and an increase in accounts payable and accrued expenses of $90,000. Net cash used in investing activities for the three months ended March 31, 2004 was $426,000 as compared to net cash provided by investing activities for the three months ended March 31, 2004 of $126,000. Net cash used in investing activities in the three months ended March 31, 2005 was primarily from purchases of investments of $500,000 and purchases of fixed assets of $169,000 partially offset by maturities of investments of $225,000. Net cash provided by investing activities in the three months ended March 31, 2004 was primarily from maturities of investments of $550,000 partially offset by purchases of investments of $386,000 and purchases of fixed assets of $75,000. Net cash provided by financing activities for the three months ended March 31, 2005 was $521,000 as compared to net cash provided by financing activities of $286,000 for the three months ended March 31, 2004. Net cash provided by financing activities in the three months ended March 31, 2005 was from the proceeds received from the Company's line of credit of $500,000 and $70,000 received in connection with the exercise of employee stock options, partially offset by repayments of the five-year term loan of $49,000. Net cash provided by financing activities in the three months ended March 31, 2004 was from the proceeds received in connection with the exercise of employee stock options of $332,000, offset by repayments of the five-year term loan of $46,000. The Company's working capital line of credit has maximum borrowings of $500,000, with interest at the 30 day LIBOR Market Index Rate plus 1.75%, payable monthly. At March 31, 2005, the Company was in compliance with the terms of this line of credit. The Company believes it has sufficient cash, cash equivalents and investments for the next twelve months of operations. The Company believes its operations have not been and, in the foreseeable future, will not be materially adversely affected by inflation or changing prices. Recently Issued Financial Standards The Company believes that recently issued financial standards will not have a significant impact on our results of operations, financial position or cash flows. 9 Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company is subject to market risks in the form of interest rate changes and changes in corporate tax rates. Both risks are currently immaterial to the Company. Item 4. Controls And Procedures Under the supervision and with the participation of the Company's management, including our principal executive officer and the principal financial officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report (the "Evaluation Date"). Based on this evaluation, the Company's principal executive officer and principal financial officer concluded as of the Evaluation Date that the Company's disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission ("SEC") reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to the Company, including our consolidating subsidiaries, and was made known to them by others within those entities, particularly during the period when this report was being prepared. There were no significant changes in the Company's internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect the Company's internal control over financial reporting. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken. PART II - OTHER INFORMATION Item 6. Exhibits Exhibits: 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 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 10 Signature In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. I.D. Systems, Inc. Dated: May 10, 2005 By: /s/ Jeffrey M. Jagid --------------------------------------- Jeffrey M. Jagid Chief Executive Officer (Principal Executive Officer) Dated: May 10, 2005 By: /s/ Ned Mavrommatis --------------------------------------- Ned Mavrommatis Chief Financial Officer (Principal Financial Officer) 11