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: June 30, 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 Identification No.)
incorporation or organization)
One University Plaza, Hackensack, New Jersey 07601
(Address of principal executive offices) (Zip Code)
(201) 996-9000
(Issuer'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 August 8, 2005 was 7,785,000.
INDEX
I.D. Systems, Inc.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements. Page
----
Condensed Balance Sheets as of December 31, 2004
and June 30, 2005 (unaudited) 1
Condensed Statement of Operations (unaudited) -
for the three months and six months ended June 30, 2004 and 2005 2
Condensed Statement of Cash Flows (unaudited) -
for the six months ended June 30, 2004 and 2005 3
Notes to Condensed Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 6
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
Item 4. Controls and Procedures 11
PART II - OTHER INFORMATION
Item 4. Submission of Matters to A Vote of Security Holders 11
Item 6. Exhibits 12
Signatures 13
PART I - FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
I.D. Systems, Inc.
Condensed Balance Sheets
December 31, June 30,
2004 2005
(Unaudited)
------------ ------------
ASSETS
Cash and cash equivalents $ 8,440,000 $ 6,148,000
Short-term investments 3,195,000 2,534,000
Accounts receivable, net 1,432,000 4,408,000
Unbilled receivables 402,000 --
Inventory 1,739,000 2,047,000
Investment in sales type leases 39,000 40,000
Interest receivable 50,000 48,000
Officer loan 10,000 11,000
Prepaid expenses and other current assets 225,000 30,000
------------ ------------
Total current assets 15,532,000 15,266,000
Fixed assets, net 1,009,000 1,191,000
Investment in sales type leases 34,000 14,000
Officer loan 20,000 14,000
Deferred contract costs 476,000 292,000
Other assets 88,000 87,000
------------ ------------
$ 17,159,000 $ 16,864,000
============ ============
LIABILITIES
Accounts payable and accrued expenses $ 2,541,000 $ 1,767,000
Long term debt - current portion 199,000 151,000
Line of credit -- 500,000
Deferred revenue 95,000 98,000
------------ ------------
Total current liabilities 2,835,000 2,516,000
Long term debt 449,000 398,000
Deferred revenue 191,000 141,000
Deferred rent 112,000 110,000
------------ ------------
3,587,000 3,165,000
------------ ------------
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 7,763,000 shares 77,000 78,000
Additional paid-in capital 24,994,000 25,343,000
Treasury stock; 40,000 shares at cost (113,000) (113,000)
Accumulated deficit (11,386,000) (11,609,000)
------------ ------------
13,572,000 13,699,000
------------ ------------
$ 17,159,000 $ 16,864,000
============ ============
1
I.D. Systems, Inc.
Condensed Statements of Operations
(Unaudited)
Three months ended Six months ended
June 30, June 30,
2004 2005 2004 2005
----------- ----------- ----------- -----------
Revenues $ 3,764,000 $ 4,198,000 $ 6,469,000 $ 7,231,000
Cost of Revenues 1,867,000 2,081,000 3,122,000 3,587,000
----------- ----------- ----------- -----------
Gross Profit 1,897,000 2,117,000 3,347,000 3,644,000
Selling, general and administrative expenses 1,434,000 1,451,000 2,707,000 3,304,000
Research and development expenses 283,000 342,000 438,000 737,000
----------- ----------- ----------- -----------
Income (loss) from operations 180,000 324,000 202,000 (397,000)
Interest income 40,000 66,000 94,000 128,000
Interest expense (15,000) (16,000) (33,000) (29,000)
Other income 37,000 38,000 74,000 75,000
----------- ----------- ----------- -----------
Net income (loss) $ 242,000 $ 412,000 $ 337,000 $ (223,000)
=========== =========== =========== ===========
Net income (loss) per share - basic $ 0.03 $ 0.05 $ 0.05 $ (0.03)
=========== =========== =========== ===========
Net income (loss) per share - diluted $ 0.03 $ 0.05 $ 0.04 $ (0.03)
=========== =========== =========== ===========
Weighted average common shares outstanding - basic 7,335,000 7,732,000 7,253,000 7,718,000
=========== =========== =========== ===========
Weighted average common shares outstanding - diluted 8,634,000 9,143,000 8,374,000 7,718,000
=========== =========== =========== ===========
2
I.D. Systems, Inc.
Condensed Statements of Cash Flows
(Unaudited)
Six months ended
June 30,
2004 2005
----------- -----------
Cash flows from operating activities:
Net income (loss) $ 337,000 $ (223,000)
Adjustments to reconcile net loss to cash used in operating
activities:
Depreciation and amortization 125,000 178,000
Deferred rent expense 11,000 (2,000)
Deferred revenue (43,000) (47,000)
Deferred contract costs 5,000 184,000
Changes in:
Accounts receivable (294,000) (2,976,000)
Unbilled receivables (983,000) 402,000
Inventory (568,000) (308,000)
Prepaid expenses and other assets 110,000 196,000
Investment in sales type leases 18,000 19,000
Accounts payable and accrued expenses 590,000 (774,000)
----------- -----------
Net cash used in operating activities (692,000) (3,351,000)
----------- -----------
Cash flows from investing activities:
Purchase of fixed assets (185,000) (360,000)
Purchase of investments (487,000) (500,000)
Decrease in interest receivable 2,000 2,000
Maturities of investments 1,106,000 1,170,000
Amortization of premium on investments 124,000 (9,000)
Collection of officer loan 5,000 5,000
----------- -----------
Net cash provided by investing activities 565,000 308,000
----------- -----------
Cash flows from financing activities:
Proceeds from term loan
1,025,000 --
Proceeds from line of credit -- 500,000
Repayment of term loan (93,000) (99,000)
Proceeds from exercise of stock options 721,000 350,000
----------- -----------
Net cash provided by financing activities 1,653,000 751,000
----------- -----------
Net increase (decrease) in cash and cash equivalents 1,526,000 (2,292,000)
Cash and cash equivalents - beginning of period 3,179,000 8,440,000
----------- -----------
Cash and cash equivalents - end of period $ 4,705,000 $ 6,148,000
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid for:
Interest $ 33,000 $ 29,000
=========== ===========
3
I.D. Systems, Inc.
Notes to Condensed Financial Statements
June 30, 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 June 30, 2005, the results of its
operations for the three-month and six-month periods ended June 30, 2005 and
2004 and cash flows for the six-month periods ended June 30, 2005 and 2004. The
results of operations for the three-month and six month periods ended June 30,
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 June 30, 2005 and 2004 are
as follows:
Three Months Ended Six Months Ended
June 30, June 30,
2004 2005 2004 2005
----------- ----------- ----------- -----------
Basic earnings (loss) per share
Net income (loss) $ 242,000 $ 412,000 $ 337,000 $ (223,000)
----------- ----------- ----------- -----------
Weighted average shares outstanding 7,335,000 7,732,000 7,253,000 7,718,000
----------- ----------- ----------- -----------
Basic earnings (loss) per share $ 0.03 $ 0.05 $ 0.05 $ (0.03)
=========== =========== =========== ===========
Diluted earnings (loss) per share
Net income (loss) $ 242,000 $ 412,000 $ 337,000 $ (223,000)
----------- ----------- ----------- -----------
Weighted average shares outstanding 7,335,000 7,732,000 7,253,000 7,718,000
----------- ----------- ----------- -----------
Dilutive effect of stock options 1,299,000 1,411,000 1,121,000 0
----------- ----------- ----------- -----------
Weighted average shares outstanding, diluted 8,634,000 9,143,000 8,374,000 7,718,000
----------- ----------- ----------- -----------
Diluted earnings (loss) per share $ 0.03 $ 0.05 $ 0.04 $ (0.03)
=========== =========== =========== ===========
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 six-month period ended June 30, 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 Six Months Ended
June 30, June 30,
2004 2005 2004 2005
--------------- -------------- --------------- -----------
Reported net income (loss) $ 242,000 $ 412,000 $ 337,000 $ (223,000)
Stock-based employee compensation determined
under the fair value based method, net of
related tax effects (307,000) (392,000) (602,000) (772,000)
--------------- -------------- --------------- -----------
Pro forma net income (loss) $ (65,000) $ 20,000 $ (265,000) $ (995,000)
=============== ============== =============== ===========
Income (loss) per share - basic
As reported $ 0.03 $ 0.05 $ 0.05 $ (0.03)
=============== ============== =============== ===========
Pro forma $ (0.01) $ 0.00 $ (0.04) $ (0.13)
=============== ============== =============== ===========
Income (loss) per share - diluted
As reported $ 0.03 $ 0.05 $ 0.04 $ (0.03)
=============== ============== =============== ===========
Pro forma $ (0.01) $ 0.00 $ (0.04) $ (0.13)
=============== ============== =============== ===========
5
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.
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 June 30, 2005, the Company owed $500,000 under this line of credit.
On July 11, 2005, the Company repaid the entire $500,000 owed under the line of
credit at June 30, 2005.
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 June 30, 2005, the
Company deferred $932,000 of such contract costs and amortized $640,000 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 32%, 24% and 14%, respectively, of the Company's
revenue during the six month period ended June 30, 2005. The same customers
accounted for 18%, 39% and 8%, respectively, of the Company's accounts
receivable as of June 30, 2005.
One vendor accounted for 52% of the Company's purchases during the six month
period ended June 30, 2005. The same customer accounted for 18% of the Company's
accounts payable as of June 30, 2005.
NOTE I - Reclassifications:
Certain prior year amounts have been 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.
6
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.
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 Six months ended
June 30, June 30,
2004 2005 2004 2005
------ ------ ------ ------
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of Revenues 49.6 49.6 48.3 49.6
------ ------ ------ ------
Gross Profit 50.4 50.4 51.7 50.4
Selling, general and administrative expenses 38.1 34.6 41.8 45.7
Research and development expenses 7.5 8.1 6.8 10.2
------ ------ ------ ------
Income (loss) from operations 4.8 7.7 3.1 (5.5)
Net interest income 0.6 1.2 0.9 1.4
Other income 1.0 0.9 1.1 1.0
------ ------ ------ ------
Net income (loss) 6.4% 9.8% 5.1% (3.1)%
====== ====== ====== ======
7
Three Months Ended June 30, 2005 Compared to Three Months Ended June 30, 2004
REVENUES. Revenues were $4,198,000 in the three months ended June 30, 2005
compared to $3,764,000 in the three months ended June 30, 2004, an increase of
$434,000, or 12%. The increase in revenues in the three-month period ended June
30, 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 each of the
three months ended June 30, 2005 and June 30, 2004 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 $2,081,000 in the three months ended
June 30, 2005 compared to $1,867,000 in the three months ended June 30, 2004, an
increase of $214,000, or 12%. As a percentage of revenues, cost of revenues was
49.6% in the three months ended June 30, 2005 as compared to 49.6% in the three
months ended June 30, 2004. Gross profit was $2,117,000 in the three months
ended June 30, 2005 compared to $1,897,000 in the three months ended June 30,
2004. As a percentage of revenues, gross profit remained the same at 50.4% in
the three months ended June 30, 2005 compared to the three months ended June 30,
2004. Included in costs of revenues in the three months ended June 30, 2005 and
June 30, 2004 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 three months ended June 30, 2005 gross profit as a percentage of
revenues was 51.9% and for the three months ended June 30, 2004 gross profit as
a percentage of revenues was 52.1%.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were $1,451,000 in the three months ended June 30, 2005
compared to $1,434,000 in the three months ended June 30, 2004, an increase of
$17,000, or 1%. Included in selling general and administrative expenses in the
three months ended June 30, 2005 was $54,000, or 1.3% of revenues, for payments
to a third party consultant in connection with the review of the Company's
internal controls. As a percentage of revenues, selling, general and
administrative expenses decreased to 34.6% in the three months ended June 30,
2005 from 38.1% in the three months ended June 30, 2004. This percentage
decrease was due to the increase in revenues.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses were
$342,000 in the three months ended June 30, 2005 compared to $283,000 in the
three months ended June 30, 2004, an increase of $59,000, or 21%. This increase
was attributable to the fact that during the three months ended June 30, 2004 a
portion of the Company's research and development expenses for the period was
funded by a customer. That portion was included in cost of sales for the period
ended June 30, 2004. As a percentage of revenues, research and development
expenses increased to 8.1% in the three months ended June 30, 2005 from 7.5% in
the three months ended June 30, 2004.
NET INTEREST INCOME AND EXPENSE.
Interest income was $66,000 in the three months ended June 30, 2005 as compared
to $40,000 in the three months ended June 30, 2004, an increase of $26,000, or
65%. 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 $16,000 in the three months ended June 30, 2005 as compared
to $15,000 in the three months ended June 30, 2004, an increase of $1,000, or
7%.
8
OTHER INCOME. Other income of $38,000 in the three-month ended June 30, 2005 and
$37,000 in the three months ended June 30, 2004 reflects rental income from a
sublease arrangement.
NET INCOME (LOSS). Net income was $412,000 in the three months ended June 30,
2005, or $0.05 per basic and diluted share as compared to net income of
$242,000, or $0.03 per basic and diluted share in the three-month period ended
June 30, 2004. This was due primarily to the reasons described above.
Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004
REVENUES. Revenues were $7,231,000 in the six months ended June 30, 2005
compared to $6,469,000 in the six months ended June 30, 2004, an increase of
$762,000, or 12%. The increase in revenues in the six-month period ended June
30, 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 is $240,000
for the six months ended June 30, 2005 and $120,000 for the six months ended
June 30, 2004 related to the cost recovery method as described in Note G of the
financial statements included herein. The revenue was offset by $240,000 and
$120,000 for the six months ended June 30, 2005 and 2004 respectively 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 $3,587,000 in the six months ended June
30, 2005 compared to $3,122,000 in the six months ended June 30, 2004, an
increase of $465,000, or 15%. As a percentage of revenues, cost of revenues was
49.6% in the six months ended June 30, 2005 as compared to 48.3% in the six
months ended June 30, 2004. Gross profit was $3,644,000 in the six months ended
June 30, 2005 compared to $3,347,000 in the six months ended June 30, 2004. As a
percentage of revenues, gross profit decreased to 50.4% in the six months ended
June 30, 2005 from 51.7% in the six months ended June 30, 2004. Included in
costs of revenues in the six months ended June 30, 2005 is $240,000 and $120,000
for the six months ended June 30, 2004 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
$240,000 for the six months ended June 30, 2005 and $120,000 for the six months
ended June 30, 2004 gross profit as a percentage of revenues was 52.1% in the
six months ended June 30, 2005 and for the six months ended June 30, 2004 gross
profit as a percentage of revenues was 52.7%.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were $3,304,000 in the six months ended June 30, 2005
compared to $2,707,000 in the six months ended June 30, 2004, an increase of
$597,000, or 22%. This increase was primarily attributable to an 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. Also
included in selling general and administrative expenses in the six months ended
June 30, 2005 was $120,000, or 1.7% of revenues, for payments to a third party
consultant in connection with the review of the Company's internal controls. As
a percentage of revenues, selling, general and administrative expenses increased
to 45.7% in the six months ended June 30, 2005 from 41.8% in the six months
ended June 30, 2004.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses were
$737,000 in the six months ended June 30, 2005 compared to $438,000 in the six
months ended June 30, 2004, an increase of $299,000, or 68%. This increase was
attributable to the fact that during the six months ended June 30, 2004 a
portion of the Company's research and development expenses for the period was
funded by customer projects. That portion was included in cost of sales for the
period ended June 30, 2004. As a percentage of revenues, research and
development expenses increased to 10.2% in the six months ended June 30, 2005
from 6.8% in the six months ended June 30, 2004.
9
NET INTEREST INCOME AND EXPENSE. Interest income was $128,000 in the six months
ended June 30, 2005 as compared to $94,000 in the six months ended June 30,
2004, an increase of $34,000, or 36%. 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 $29,000 in the six months ended June 30, 2005 as compared
to $33,000 in the six months ended June 30, 2004, a decrease of $4,000, or 12%.
OTHER INCOME. Other income of $75,000 in the six month ended June 30, 2005 and
$74,000 in the six months ended June 30, 2004 reflects rental income from a
sublease arrangement.
NET INCOME (LOSS). Net loss was $223,000 in the six months ended June 30, 2005,
or $(0.03) per basic and diluted shares as compared to net income of $337,000,
or $0.05 per basic and $0.04 per diluted share in the six months period ended
June 30, 2004. This was due primarily to the reasons described above.
Liquidity and Capital Resources
As of June 30, 2005, the Company had $8,682,000 of cash, cash equivalents and
short-term investments and $12,750,000 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 six months ended June 30, 2005 was
$3,351,000 as compared to net cash used in operating activities of $692,000 for
the six months ended June 30, 2004. Net cash used in operating activities in the
six months ended June 30, 2005 was primarily due to an increase in accounts
receivable of $2,976,000, an increase in inventory of $308,000, a decrease of
accounts payable and accrued expenses of $774,000 and net loss of $223,000
partially offset by a decrease in unbilled receivables of $402,000 and prepaid
expenses and other assets of $196,000. Net cash used in operating activities in
the six months ended June 30, 2004 was primarily due to an increase in accounts
receivable of $294,000, an increase in unbilled receivables of $983,000 and an
increase in inventory of $568,000, partially offset by an increase in accounts
payable and accrued expenses of $590,000 and net income of $337,000.
Net cash provided by investing activities for the six months ended June 30, 2005
was $308,000 as compared to net cash provided by investing activities for the
six months ended June 30, 2004 of $565,000. Net cash provided by investing
activities in the six months ended June 30, 2005 was primarily from maturities
of investments of $1,170,000 partially offset by purchases of investments of
$500,000 and purchases of fixed assets of $360,000. Net cash provided by
investing activities in the six months ended June 30, 2004 was primarily from
maturities of investments of $1,106,000 partially offset by purchases of
investments of $487,000 and purchases of fixed assets of $185,000.
Net cash provided by financing activities for the six months ended June 30, 2005
was $751,000 as compared to net cash provided by financing activities of
$1,653,000 for the six months ended June 30, 2004. Net cash provided by
financing activities in the six months ended June 30, 2005 was from the proceeds
received from the Company's line of credit of $500,000 and $350,000 received in
connection with the exercise of employee stock options, partially offset by
repayments of the five-year term loan of $99,000. Net cash provided by financing
activities in the six months ended June 30, 2004 was from the proceeds received
in connection with the exercise of employee stock options of $721,000, offset by
repayments of the five-year term loan of $93,000.
10
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 June 30, 2005, the Company was in compliance with the terms of this line of
credit and had $500,000 of borrowings outstanding. On July 11, 2005, the Company
repaid the entire $500,000 owed under the line of credit at June 30, 2005.
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.
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 its 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 its 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 its
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. The Company has not identified any
significant deficiencies or material weaknesses in its internal controls, and
therefore there were no corrective actions taken.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
An Annual Meeting of Stockholders was held on June 17, 2005. The directors
elected at the annual meeting were: Jeffrey Jagid, Kenneth S. Ehrman, Beatrice
Yormark, Lawrence Burstein and Michael Monaco. Each director will hold that
position for a term of one year or until the next annual meeting or until
another is chosen in his stead
The matters voted upon at the Annual Meeting and the results of the voting are
set forth below:
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(i) With respect to the election of Directors by the holders of Common
Stock, the persons named below received the following number of
votes:
Name Votes For Votes Withheld
------------- --------- --------------
Jeffrey Jagid 7,285,429 26,590
Kenneth S. Ehrman 7,229,185 82,834
Beatrice Yormark 7,096,848 215,171
Lawrence Burstein 7,097,148 214,871
Michael Monaco 7,137,912 174,107
(ii) With respect to a proposal to adopt the Amended and Restated Stock
Option Plan which is being amended and restated to include
restricted stock and restricted unit awards. The votes cast by the
holders of common stock were; 1,600,831 voted in favor, 637,480
voted against, and 8,473 votes abstained on the proposal.
(iii) With respect to ratification of the appointment of Eisner LLP to
serve as the Company's independent auditors for the fiscal year
ended December 31, 2005. The votes cast by the holders of common
stock were 7,277,269 voted in favor, 18,135 voted against, and
16,615 votes abstained on the proposals.
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.
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Signatures
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: August 11, 2005 By: /s/ Jeffrey M. Jagid
------------------------------
Jeffrey M. Jagid
Chief Executive Officer
(Principal Executive Officer)
Dated: August 11, 2005 By: /s/ Ned Mavrommatis
------------------------------
Ned Mavrommatis
Chief Financial Officer
(Principal Financial Officer)
13