x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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22-3270799
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(State or other jurisdiction of
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(IRS Employer
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incorporation or organization)
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Identification No.)
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|
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123 Tice Boulevard, Woodcliff Lake, New Jersey
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07677
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(Address of principal executive offices)
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(Zip Code)
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Common Stock, par value $0.01 per share
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The NASDAQ Global Market
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(Title of class)
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(Name of exchange on which registered)
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer x (Do not check if a smaller reporting company)
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Smaller reporting company ¨
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Document
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Part of Form 10-K
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|
|
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Portions of the Proxy Statement For the Registrant’s 2014 Annual Meeting of Stockholders
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Part III
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|
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Page
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|
|
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PART I.
|
||
Item 1.
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Business
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2
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Item 1A.
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Risk Factors
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17
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Item 1B.
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Unresolved Staff Comments
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28
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Item 2.
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Properties
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28
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Item 3.
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Legal Proceedings
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28
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Item 4.
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Mine Safety Disclosures
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28
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PART II.
|
||
Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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29
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Item 6.
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Selected Financial Data
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32
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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33
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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48
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Item 8.
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Financial Statement and Supplementary Data
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49
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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87
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Item 9A.
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Controls and Procedures
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87
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Item 9B.
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Other Information
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87
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PART III.
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||
Item 10.
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Directors, Executive Officers and Corporate Governance
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88
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Item 11.
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Executive Compensation
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88
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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88
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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89
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Item 14.
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Principal Accounting Fees and Services
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89
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PART IV.
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||
Item 15.
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Exhibits, Financial Statement Schedules
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90
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i | ||
· | future economic and business conditions; |
· | the loss of any of our key customers or reduction in the purchase of our products by any such customers; |
· | the failure of the markets for our products to continue to develop; |
· | our inability to adequately protect our intellectual property; |
· | the possibility that we may not be able to integrate successfully the business, operations and employees of acquired businesses; |
· | the effects of competition from a wide variety of local, regional, national and other providers of wireless solutions; |
· | changes in laws and regulations or changes in generally accepted accounting policies, rules and practices; |
· | changes in technology or products, which may be more difficult or costly, or less effective, than anticipated; and |
· | those risks and uncertainties set forth under the heading “Risk Factors” in Item 1A of this report. |
2 | ||
3 | ||
• | miniature wireless programmable computers attached to assets; |
• | fixed-position communication infrastructure consisting of network devices with two-way RF capabilities, RF-based location-emitting beacons and application-specific network servers; and |
• | proprietary software, which is a user-friendly, browser-based graphical user interface that provides visibility and control of the system database, and which is hosted either at the local installation site or at I.D. Systems’ commercial data center. |
4 | ||
• | wirelessly uploading usage data from each vehicle; |
• | defining various intervals and criteria for performing preventative maintenance; |
• | automatically prioritizing maintenance events based on weighted, user-defined variables; |
• | reporting in advance on vehicles with impending preventative maintenance events coming due; |
• | automatically sending reminders to individual vehicles or operators via the system’s text messaging module; and |
• | enabling remote lock-out of vehicles overdue for maintenance. |
5 | ||
• | satellite or cellular communicators attached to assets; |
• | GPS receivers that provide latitude/longitude location fixes that are transmitted based on logic resident in the communicator; |
• | proprietary browser-based graphical user interface that provides visibility and two-way control of the system database (the data can also be transmitted to the customer via XML or web services data feed); |
• | patented power management intelligence to ensure reliable system performance in a power-starved environment; and |
• | several sensor types, including cargo, temperature, motion, and door, that provide additional status information for the remote asset. |
• | monitoring asset pool size based on user-defined requirements; |
• | generating dormancy reports to flag under-utilized assets; |
• | alerting the driver to the location of the closest empty asset, resulting in a more rapid pick-up; and |
• | providing trailer detention alerts when an asset has exceeded the time allotted for unloading. |
• | integration into refrigerated asset microcontrollers to provide temperature and set point data and alerts via our VeriWise Intelligent Portal (VIP) or by an e-mail notification directly to the customer when an alarm condition develops; |
• | change in cargo status of an asset via our patented full-length cargo sensor; |
• | on-device geo-fencing that alerts the customer when an asset is approaching or leaving its destination; and |
• | on-board intelligence utilizing a motion sensor and proprietary logic that identifies the beginning of a drive and the end of a drive. |
6 | ||
• | asset lockdown, which automatically sends an e-mail or text message to the customer when movement is detected outside of user-defined time periods; |
• | door sensors, which detect an unauthorized open door either by time or location, resulting in a door breach alert; |
• | emergency track functionality that can be enabled to track an asset at more frequent intervals if a theft condition is expected; |
• | geo-fencing, which can alert our customer when an asset enters a prohibited geography or location; and |
• | utilization of our Tractor ID product notification if the incorrect tractor connects to the asset. |
7 | ||
• | maintaining a sales and marketing team that is focused on identifying, seizing and managing revenue opportunities, with the primary goal of expanding our customer base and achieving wider market penetration; |
• | utilizing a performance services team to (i) shorten our initial sales cycles by helping prospective customers identify and quantify benefits expected from our system, (ii) accelerate transitions from initial implementation to roll-out programs by helping customers achieve and prove expected system benefits, and (iii) build service revenue through long-term consultative engagements that help customers use our system to attain continuous improvements in their operations; |
• | developing asset management-specific data analytics capabilities to differentiate our product offering, add value to our solutions for large enterprise customers, and produce incremental revenue at a high profit margin; |
• | developing channel partners to provide new sales, marketing, distribution and support networks, especially for our PowerBox product, which is designed to be simple enough for industrial truck dealers to sell, install and support without relying on the Company’s technical resources; and |
• | expanding our resources and activities internationally, especially in Europe, where we believe re-packaging, promoting and supporting our products represents a large growth opportunity. |
• | pursuing opportunities to integrate our system with computer hardware and software vendors, including original equipment manufacturers; |
• | establishing relationships with global distributors to market and sell our system internationally; and |
• | pursuing acquisitions of companies that we believe will enhance the functionality and broaden the applicability of our solutions. |
8 | ||
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Year Ended December 31,
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|||||||
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2011
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2012
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2013
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|||
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|
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Industrial and rental fleet management
|
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$
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22,131,000
|
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$
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27,070,000
|
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$
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22,089,000
|
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Transportation asset management
|
|
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17,161,000
|
|
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17,565,000
|
|
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17,857,000
|
|
|
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$
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39,292,000
|
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$
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44,635,000
|
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$
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39,946,000
|
|
• | contains an integrated computer, programmed with a product-specific application, and an advanced wireless transceiver with a communication range of approximately one-half mile; |
• | controls equipment access with a variety of electronic interface options; |
• | is compatible with most existing facility access security systems; |
• | generates paperless electronic safety checklists via a built-in display and keypad; |
• | wirelessly and automatically uploads and downloads data to and from other system components; |
• | performs monitoring and control functions at all times, independent of RF or network connectivity; and |
• | incorporates a multi-voltage power supply designed to control electrical anomalies. |
• | incorporates an integrated computer, programmed with a product specific application, and an advanced wireless transceiver with a communication range of more than one-half mile; |
• | accommodates an unlimited number of on-asset hardware devices; |
• | automatically uploads and downloads data to and from other system components; |
• | employs built-in self-diagnostic capabilities; and |
• | is configurable to achieve a wide range of asset management goals. |
9 | ||
• | is a set of Windows services; |
• | automatically processes data between our devices and system databases; |
• | actively polls Wireless Asset Managers to retrieve data on demand; |
• | passively listens to allow remote systems to initiate data communications for data download; |
• | automates event scheduling, including data downloads, database archiving and diagnostic notifications; |
• | interfaces with certain existing external systems, including maintenance, timecard and training systems; |
• | supports remote control/management of event processes; |
• | automatically performs diagnostics on system components; and |
• | automatically e-mails event alerts and customizable reports. |
• | is able to show the location, status and inventory of vehicles in real time and historically in each area of a facility; |
• | allows real-time, two-way text communications, including broadcast text paging to all operators simultaneously; |
• | searches, sorts and analyzes assets by usage/motion time, idle time, location, status, group, maintenance condition and other parameters; |
• | displays and prints predefined and ad hoc reports; and |
• | allows remote access by management, customers and vendors through any Internet browser application. |
10 | ||
• | an integrated computer programmed with a product-specific application, a cellular or satellite transceiver, and a GPS receiver; |
• | temperature, door, cargo, or tractor ID sensors mounted on the asset; |
• | solar panels and circuitry to maintain the charge of the on-asset device’s battery pack; |
• | either sealed lead acid or lithium battery packs to power the hardware when un-tethered from a power source; and |
• | a wire harness to connect to an existing power source (e.g., on the tractor). |
• | displays a user-configurable dashboard highlighting the enterprise’s critical asset information; |
• | has the ability to e-mail the dashboard to a distribution list at a time interval established by the client; |
• | provides asset status and history, including location, landmark, and sensor information; |
• | provides latitude/longitude location information for each asset based on reverse geocodes; |
• | displays asset location on a geographic map; |
• | generates user configurable reports that can be accessed via the website or e-mailed to a distribution list at a time interval established by the client; |
• | allows the client to “ping” an asset to receive an updated location report; and |
• | allows the client to set a unit(s) to “Emergency Track”, which increases the reporting frequency for a specified time period. |
• | Our fourth-generation of on-asset hardware for industrial vehicles, which we expect to provide benefits to both the Company (primarily through lower costs, easier installation, and expanded functional capabilities) and end users (including a simpler, universal interface with multiple vehicle types, reduced installation time, compatibility with a wider range of driver ID cards, a larger display for vehicle operators, and enhancements to the content and style of the information displayed); |
• | Our next generation of VeriWise intermodal container tracking systems, which we expect to maximize container fleet utilization and minimize container idle time by providing visibility of loading/unloading events and generating real-time data on load status throughout the shipment cycle; and |
• | Our next generation of VeriWise satellite trailer tracking systems, which are designed to reduce device installation time, enhance device power management to extend battery life, and reduce our customers’ total cost of system ownership. |
11 | ||
12 | ||
13 | ||
• | the development of our next-generation vehicle management system platform, the VAC4, which simplifies installation and support requirements, in order to stimulate more widespread use of our technology on a broader range of equipment; |
• | the development of business intelligence and data analytics tools to quantify and simplify customer benefit achievement, within a single deployed facility, across an enterprise and throughout an industry; |
• | the further enhancement of our rental car management product to meet new customer requirements; |
• | the expansion of our product line of over-the-road asset management solutions, including products tailored towards intermodal containers and chassis; |
• | the improvement in the performance, stability and user experience associated with each of our software solutions; and |
• | the continued development of specific features and data interfaces for our solutions to meet the individual requirements of large customers. |
• | Our fourth-generation of on-asset hardware for industrial vehicles, which we expect to provide benefits to both the Company (primarily through lower costs, easier installation, and expanded functional capabilities) and end users (including a simpler, universal interface with multiple vehicle types, reduced installation time, compatibility with a wider range of driver ID cards, a larger display for vehicle operators, and enhancements to the content and style of the information displayed); |
• | Our next generation of VeriWise intermodal container tracking systems, which we expect to maximize container fleet utilization and minimize container idle time by providing visibility of loading/unloading events and generating real-time data on load status throughout the shipment cycle; and |
• | Our next generation of VeriWise satellite trailer tracking systems, which are designed to reduce device installation time, enhance device power management to extend battery life, and reduce our customers’ total cost of system ownership. |
14 | ||
• | obtain licenses to continue offering such products without substantial reengineering; |
• | reengineer our products successfully to avoid infringement; |
• | obtain licenses on commercially reasonable terms, if at all; or |
• | litigate an alleged infringement successfully or settle without substantial expense and damage awards. |
15 | ||
16 | ||
17 | ||
18 | ||
• | pay substantial damages to the party making such claim; |
• | stop selling, making, having made or using products or services that incorporate the challenged intellectual property; |
• | obtain from the holder of the infringed intellectual property right a license to sell, make or use the relevant technology, which license may not be available on commercially reasonable terms, or at all; or |
• | redesign those products or services that incorporate such intellectual property. |
19 | ||
• | unavailability of materials and interruptions in delivery of components and raw materials from our suppliers, which could result in manufacturing delays; and |
• | fluctuations in the quality and price of components and raw materials. |
20 | ||
• | advances in technology; |
• | new product introductions; |
• | evolving industry standards; |
• | product improvements; |
• | rapidly changing customer needs; |
• | intellectual property invention and protection; |
• | marketing and distribution capabilities; |
• | ability to attract and retain highly skilled professionals; |
• | competition from highly capitalized companies; |
• | entrance of new competitors; |
• | ability of customers to invest in information technology; and |
• | price competition. |
21 | ||
• | our insurance will provide adequate coverage against potential liabilities if our products cause harm or fail to perform as promised; or |
• | adequate product liability insurance will continue to be available to us in the future on commercially reasonable terms or at all. |
22 | ||
• | unexpected legal or regulatory changes; |
• | unfavorable political or economic factors; |
• | less developed infrastructure; |
• | difficulties in recruiting and retaining personnel, and managing international operations; |
• | fluctuations in foreign currency exchange rates; |
• | lack of sufficient protection for intellectual property rights; and |
• | potentially adverse tax consequences. |
• | issue stock that would dilute our current stockholders’ percentage ownership; |
• | incur debt; |
• | assume liabilities; |
• | incur expenses related to the impairment of goodwill; or |
• | incur large and immediate write-offs. |
23 | ||
• | problems integrating the acquired operations, personnel, technologies or products; |
• | unanticipated costs; |
• | diversion of management’s time and attention from our core businesses; |
• | adverse effects on existing business relationships with suppliers and customers; |
• | risks associated with entering markets in which we have no or limited prior experience; and |
• | potential loss of key employees, particularly those of acquired companies. |
• | the election of directors; |
• | adoption of stock option or other equity incentive compensation plans; |
• | the amendment of our organizational documents; and |
• | the approval of certain mergers and other significant corporate transactions, including a sale of substantially all of our assets. |
24 | ||
• | variations in the sales of our products to our significant customers; |
• | variations in the mix of products and services provided by us; |
• | the timing and completion of initial programs and larger or enterprise-wide purchases of our products by our customers; |
• | the length and variability of the sales cycle for our products; |
• | the timing and size of sales; |
• | changes in market and economic conditions, including fluctuations in demand for our products; and |
• | announcements of new products by our competitors. |
25 | ||
26 | ||
• | permit our Board of Directors to issue, without further action by our stockholders, up to 5,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate, including the right to approve an acquisition or other change in control; |
• | provide that special meetings of stockholders may be called only by (i) our Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors, either upon motion of a director or upon written request by the holders of at least 50% of the voting power of all the shares of our capital stock entitled to vote in the election of directors, voting as a single class, or (ii) our Chairman of the Board or our President; and |
• | require the affirmative vote of at least 75% of the voting power of all the shares of our capital stock entitled to vote in the election of directors, voting as a single class, to amend or repeal the provisions outlined above dealing with meetings of stockholders. |
27 | ||
28 | ||
Quarter Ended
|
|
High
|
|
Low
|
|
||
|
|
|
|
|
|
|
|
2013
|
|
|
|
|
|
|
|
March 31, 2013
|
|
$
|
6.72
|
|
$
|
5.15
|
|
June 30, 2013
|
|
|
6.15
|
|
|
4.53
|
|
September 30, 2013
|
|
|
6.84
|
|
|
4.90
|
|
December 31, 2013
|
|
|
6.50
|
|
|
4.95
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
|
|
|
|
March 31, 2012
|
|
$
|
6.48
|
|
$
|
4.57
|
|
June 30, 2012
|
|
|
6.59
|
|
|
3.81
|
|
September 30, 2012
|
|
|
5.76
|
|
|
4.10
|
|
December 31, 2012
|
|
|
6.50
|
|
|
4.52
|
|
29 | ||
|
|
Fiscal Year Ended
|
|
||||||||||
COMPANY/INDEX/MARKET
|
|
12/31/2008
|
|
12/31/2009
|
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I.D. Systems, Inc.
|
|
100.00
|
|
(20.74)
|
|
4.05
|
|
41.62
|
|
23.04
|
|
(0.52)
|
|
NASDAQ Market Index
|
|
100.00
|
|
45.34
|
|
18.13
|
|
(0.79)
|
|
17.75
|
|
40.17
|
|
Morningstar Industry Index (1)
|
|
100.00
|
|
32.29
|
|
(0.68)
|
|
(17.26)
|
|
8.95
|
|
27.52
|
|
(1) | Morningstar, Inc. reconstituted the Morningstar Communication Equipment Index in the second half of 2010. As a result of such reconstitution, historical returns have been recalculated to reflect the updated composition of that industry index. |
30 | ||
|
|
|
|
|
|
|
|
|
|
Approximate Dollar Value
|
|
|
|
|
|
|
|
|
|
|
Total Number of
|
|
of
|
|
|
|
|
Total Number
|
|
|
|
|
|
Shares
|
|
Shares that May Yet Be
|
|
|
|
|
of
|
|
|
|
|
|
Purchased as Part of
|
|
Purchased Under the Plans
|
|
|
|
|
Shares
|
|
|
Average Price
|
|
Publicly Announced
|
|
or
|
|
||
Period
|
|
Purchased
|
|
|
Paid per Share
|
|
Plans or Programs
|
|
Programs
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
October 1, 2013- October 31,
2013 |
|
2,000
|
(1)
|
|
$
|
6.18
|
|
-
|
|
$
|
1,660,000
|
|
November 1, 2013 - November 30,
2013 |
|
1,000
|
(2)
|
|
|
6.10
|
|
-
|
|
|
1,660,000
|
|
December 1, 2013 - December 31,
2013 |
|
-
|
|
|
|
-
|
|
-
|
|
|
1,660,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
3,000
|
|
|
$
|
6.15
|
|
-
|
|
$
|
1,660,000
|
|
|
|
|
|
|
|
|
Number of securities
|
|
|
|
|
|
|
|
|
remaining
|
|
|
|
Number of Securities to be
|
|
|
|
|
available for future
|
|
|
|
issued upon exercise of
|
|
|
|
|
issuance
|
|
|
|
outstanding options,
|
|
Weighted-average exercise price
|
|
(excluding securities
|
|
|
|
|
warrants
|
|
of outstanding options, warrants
|
|
reflected
|
|
|
|
|
and rights
|
|
and rights
|
|
under column (a))
|
|
|
Plan category
|
|
(a)
|
|
(b)
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
|
Equitycompensationplans
approvedbysecurityholders(1) |
|
2,790,000
|
|
$
|
7.25
|
|
660,000
|
|
Equity compensation plans not
approved by security holders |
|
-
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
2,790,000
|
|
$
|
7.25
|
|
660,000
|
|
(1) | These plans consist of the Company’s 1999 Stock Option Plan, 1999 Director Option Plan, 2007 Equity Compensation Plan and 2009 Non-Employee Director Equity Compensation Plan, which were our only equity compensation plans under which awards were outstanding as of December 31, 2013. Each of our 1999 Stock Option Plan and 1999 Director Option Plan expired in 2009, and no additional awards may be granted thereunder. |
31 | ||
|
|
Year Ended December 31,
|
|
|||||||||||||
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
|||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
10,316,000
|
|
$
|
25,861,000
|
|
$
|
39,292,000
|
|
$
|
44,635,000
|
|
$
|
39,946,000
|
|
Cost of revenues
|
|
|
5,554,000
|
|
|
11,440,000
|
|
|
18,723,000
|
|
|
21,705,000
|
|
|
22,036,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
4,762,000
|
|
|
14,421,000
|
|
|
20,569,000
|
|
|
22,930,000
|
|
|
17,910,000
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
expenses |
|
|
16,543,000
|
|
|
23,326,000
|
|
|
21,995,000
|
|
|
22,409,000
|
|
|
21,769,000
|
|
Research and development expenses
|
|
|
2,604,000
|
|
|
4,429,000
|
|
|
3,534,000
|
|
|
4,341,000
|
|
|
4,389,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(14,385,000)
|
|
|
(13,334,000)
|
|
|
(4,960,000)
|
|
|
(3,820,000)
|
|
|
(8,248,000)
|
|
Interest income
|
|
|
933,000
|
|
|
675,000
|
|
|
243,000
|
|
|
507,000
|
|
|
635,000
|
|
Interest expense
|
|
|
(130,000)
|
|
|
(56,000)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Other income (loss), net
|
|
|
390,000
|
|
|
104,000
|
|
|
287,000
|
|
|
59,000
|
|
|
51,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before income taxes
|
|
|
(13,192,000)
|
|
|
(12,611,000)
|
|
|
(4.430,000 )
|
|
|
(3,254,000)
|
|
|
(7,562,000)
|
|
Income tax benefit - sale of NJ net
operating losses |
|
|
|
|
|
|
|
|
390,000
|
|
|
662,000
|
|
|
63,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(13,192,000)
|
|
$
|
(12,611,000)
|
|
$
|
(4,040,000)
|
|
$
|
(2,592,000)
|
|
$
|
(7,499,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share - basic and diluted
|
|
$
|
(1.20)
|
|
$
|
(1.12)
|
|
$
|
(0.36)
|
|
$
|
(0.22)
|
|
$
|
(0.63)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding - basic and diluted |
|
|
10,991,000
|
|
|
11,239,000
|
|
|
11,162,000
|
|
|
11,744,000
|
|
|
11,912,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Data (at end of period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
19,481,000
|
|
$
|
14,491,000
|
|
$
|
8,686,000
|
|
$
|
1,914,000
|
|
$
|
6,882,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
|
|
|
40,661,000
|
|
|
13,929,000
|
|
|
16,683,000
|
|
|
13,858,000
|
|
|
7,190,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
70,575,000
|
|
|
60,885,000
|
|
|
62,831,000
|
|
|
60,566,000
|
|
|
55,515,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long term debt
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
293,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders’ equity
|
|
|
55,881,000
|
|
|
44,745,000
|
|
|
45,600,000
|
|
|
44,027,000
|
|
|
37,449,000
|
|
32 | ||
33 | ||
• | increase sales of products and services to our existing customers; |
• | convert our initial programs into larger or enterprise-wide purchases by our customers; |
• | increase market acceptance and penetration of our products; and |
• | develop and commercialize new products and technologies. |
34 | ||
35 | ||
36 | ||
§ | Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. |
§ | Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. |
§ | Level 3: Unobservable inputs that reflect the reporting entity’s estimates of market participant assumptions. |
|
|
Year Ended December 31,
|
|
||||||
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Products
|
|
57.1
|
%
|
|
64.2
|
%
|
|
57.9
|
%
|
Services
|
|
42.9
|
|
|
35.8
|
|
|
42.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
Cost of products
|
|
32.7
|
|
|
35.9
|
|
|
39.8
|
|
Cost of services
|
|
14.9
|
|
|
12.7
|
|
|
15.3
|
|
|
|
|
|
|
|
|
|
|
|
Total gross profit
|
|
52.4
|
|
|
51.4
|
|
|
44.9
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
56.0
|
|
|
50.2
|
|
|
54.5
|
|
Research and development expenses
|
|
9.0
|
|
|
9.7
|
|
|
11.0
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
(12.6)
|
|
|
(8.5)
|
|
|
(20.6)
|
|
Interest income
|
|
0.6
|
|
|
1.1
|
|
|
1.6
|
|
Other income (loss), net
|
|
0.7
|
|
|
0.1
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
(11.3)
|
|
|
(7.3)
|
|
|
(18.9)
|
|
Income tax benefit - sale of NJ net operating losses
|
|
1.0
|
|
|
1.5
|
|
|
..2
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
(10.3)
|
%
|
|
(5.8)
|
%
|
|
(18.7)
|
%
|
37 | ||
|
|
Year Ended
|
|
||||
|
|
December 31,
|
|
||||
|
|
2012
|
|
2013
|
|
||
Product revenue:
|
|
|
|
|
|
|
|
Industrial and rental fleet management
|
|
$
|
22,636,000
|
|
$
|
16,751,000
|
|
Transportation asset management
|
|
|
6,004,000
|
|
|
6,389,000
|
|
|
|
|
28,640,000
|
|
|
23,140,000
|
|
|
|
|
|
|
|
|
|
Services revenue:
|
|
|
|
|
|
|
|
Industrial and rental fleet management
|
|
|
4,434,000
|
|
|
5,338,000
|
|
Transportation asset management
|
|
|
11,561,000
|
|
|
11,468,000
|
|
|
|
|
15,995,000
|
|
|
16,806,000
|
|
|
|
|
|
|
|
|
|
|
|
$
|
44,635,000
|
|
$
|
39,946,000
|
|
|
|
Year Ended
|
|
||||
|
|
December 31,
|
|
||||
|
|
2012
|
|
2013
|
|
||
Cost of products:
|
|
|
|
|
|
|
|
Industrial and rental fleet management
|
|
$
|
10,871,000
|
|
$
|
10,068,000
|
|
Transportation asset management
|
|
|
5,167,000
|
|
|
5,846,000
|
|
|
|
|
16,038,000
|
|
|
15,914,000
|
|
|
|
|
|
|
|
|
|
Cost of services:
|
|
|
|
|
|
|
|
Industrial and rental fleet management
|
|
|
2,140,000
|
|
|
2,695,000
|
|
Transportation asset management
|
|
|
3,527,000
|
|
|
3,427,000
|
|
|
|
|
5,667,000
|
|
|
6,122,000
|
|
|
|
|
|
|
|
|
|
|
|
$
|
21,705,000
|
|
$
|
22,036,000
|
|
38 | ||
39 | ||
|
|
Year Ended
|
|
||||
|
|
December 31,
|
|
||||
|
|
2011
|
|
2012
|
|
||
Product revenue:
|
|
|
|
|
|
|
|
Industrial and rental fleet management
|
|
$
|
17,486,000
|
|
$
|
22,636,000
|
|
Transportation asset management
|
|
|
4,964,000
|
|
|
6,004,000
|
|
|
|
|
22,450,000
|
|
|
28,640,000
|
|
|
|
|
|
|
|
|
|
Services revenue:
|
|
|
|
|
|
|
|
Industrial and rental fleet management
|
|
|
4,645,000
|
|
|
4,434,000
|
|
Transportation asset management
|
|
|
12,197,000
|
|
|
11,561,000
|
|
|
|
|
16,842,000
|
|
|
15,995,000
|
|
|
|
|
|
|
|
|
|
|
|
$
|
39,292,000
|
|
$
|
44,635,000
|
|
|
|
Year Ended
|
|
||||
|
|
December 31,
|
|
||||
|
|
2011
|
|
2012
|
|
||
Cost of products:
|
|
|
|
|
|
|
|
Industrial and rental fleet management
|
|
$
|
10,092,000
|
|
$
|
10,871,000
|
|
Transportation asset management
|
|
|
2,771,000
|
|
|
5,167,000
|
|
|
|
|
12,863,000
|
|
|
16,038,000
|
|
|
|
|
|
|
|
|
|
Cost of services:
|
|
|
|
|
|
|
|
Industrial and rental fleet management
|
|
|
1,635,000
|
|
|
2,140,000
|
|
Transportation asset management
|
|
|
4,225,000
|
|
|
3,527,000
|
|
|
|
|
5,860,000
|
|
|
5,667,000
|
|
|
|
|
|
|
|
|
|
|
|
$
|
18,723,000
|
|
$
|
21,705,000
|
|
40 | ||
41 | ||
42 | ||
• | an increase in accounts receivable of $1.2 million; |
• | proceeds of $0.7 million from the sale of New Jersey NOLs; |
• | an increase in notes and lease receivables of $0.4 million; |
• | an increase in deferred revenue of $0.6 million; and |
• | a decrease in accounts payable and accrued expenses of $0.4 million, principally due to the timing of payments to our vendors. |
• | an increase in notes and lease receivables of $8.6 million, primarily from sales pursuant to the Avis transaction in the third quarter of 2012; |
• | an increase in accounts receivable of $1.3 million; |
• | an increase in deferred costs of $1.2 million; |
• | an decrease in prepaid expenses and other assets of $1.1 million; |
• | an increase in deferred revenue of $3.1 million; and |
• | a decrease in accounts payable and accrued expenses of $3.8 million, principally due to the timing of payments to our vendors. |
43 | ||
44 | ||
|
|
Payment due by Period
|
|
|||||||||||||
|
|
|
|
|
Less than
|
|
|
|
|
|
|
|
After 5
|
|
||
|
|
Total
|
|
one year
|
|
1 to 3 years
|
|
3 to 5 years
|
|
Years
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital leases (a)
|
|
$
|
333,000
|
|
$
|
174,000
|
|
$
|
159,000
|
|
|
-
|
|
|
-
|
|
Operating leases
|
|
|
3,816,000
|
|
|
660,000
|
|
|
1,587,000
|
|
$
|
991,000
|
|
$
|
578,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,149,000
|
|
$
|
834,000
|
|
$
|
1,746,000
|
|
$
|
991,000
|
|
$
|
578,000
|
|
• | Asset Optimization-combining web-based asset visibility and advanced telemetry data to monitor the condition of fleet assets, streamline asset deployment, optimize utilization, and maximize return on investment. |
• | Cold Chain Management-maintaining the condition and quality of temperature-sensitive cargo from point A to point B, and all the points in between. |
• | Fleet Maintenance-utilizing sensor technologies, real-time data and a wealth of transportation maintenance knowledge to help control maintenance costs, improve preventative maintenance practices, increase asset up-time, extend asset life, and reduce overall cost of ownership. |
• | Fuel Management-monitoring key factors in fuel consumption, such as tire pressure and engine idle time, to help optimize fuel performance and reduce transportation costs. |
• | Security & Safety-protecting valuable assets and cargo throughout the supply chain. |
45 | ||
Current assets, excluding inventory
|
|
$
|
4,709,000
|
|
Inventory
|
|
|
5,236,000
|
|
Other assets, net
|
|
|
3,218,000
|
|
Current liabilities
|
|
|
(5,746,000)
|
|
Intangibles
|
|
|
6,365,000
|
|
Goodwill
|
|
|
1,218,000
|
|
|
|
|
|
|
Fair value of assets acquired
|
|
$
|
15,000,000
|
|
46 | ||
47 | ||
48 | ||
|
Page
|
|
|
Report of Independent Registered Public Accounting Firm
|
50
|
Consolidated Balance Sheets at December 31, 2012 and 2013
|
51
|
Consolidated Statements of Operations for the Years Ended December 31, 2011, 2012 and 2013
|
52
|
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2011, 2012 and 2013
|
53
|
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2011, 2012 and 2013 |
54
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2012 and 2013 |
55
|
Notes to the Consolidated Financial Statements
|
56
|
49 | ||
/s/ EisnerAmper LLP
|
|
|
|
Iselin, New Jersey |
|
|
|
March 28, 2014 |
|
50 | ||
|
|
As of December 31,
|
|
||||
|
|
2012
|
|
2013
|
|
||
ASSETS
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
1,614,000
|
|
$
|
6,582,000
|
|
Restricted cash
|
|
|
300,000
|
|
|
300,000
|
|
Investments - short term
|
|
|
4,794,000
|
|
|
4,090,000
|
|
Accounts receivable, net of allowance for doubtful accounts of $653,000 and $955,000 in
2012 and 2013, respectively |
|
|
8,814,000
|
|
|
9,574,000
|
|
Financing receivables - current, net of allowance for doubtful accounts of $-0- in 2012
and 2013 |
|
|
3,143,000
|
|
|
4,051,000
|
|
Inventory, net
|
|
|
7,512,000
|
|
|
5,156,000
|
|
Deferred costs - current
|
|
|
2,380,000
|
|
|
2,112,000
|
|
Prepaid expenses and other current assets
|
|
|
1,043,000
|
|
|
909,000
|
|
Deferred tax asset - current
|
|
|
662,000
|
|
|
63,000
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
30,262,000
|
|
|
32,837,000
|
|
|
|
|
|
|
|
|
|
Investments - long term
|
|
|
9,064,000
|
|
|
3,100,000
|
|
Financing receivables - less current portion
|
|
|
10,814,000
|
|
|
10,255,000
|
|
Deferred costs - less current portion
|
|
|
2,651,000
|
|
|
2,861,000
|
|
Fixed assets, net
|
|
|
2,401,000
|
|
|
2,239,000
|
|
Goodwill
|
|
|
1,837,000
|
|
|
1,837,000
|
|
Intangible assets, net
|
|
|
3,230,000
|
|
|
2,064,000
|
|
Other assets
|
|
|
307,000
|
|
|
322,000
|
|
|
|
|
|
|
|
|
|
|
|
$
|
60,566,000
|
|
$
|
55,515,000
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
5,638,000
|
|
$
|
6,264,000
|
|
Capital lease obligation - current
|
|
|
-
|
|
|
144,000
|
|
Deferred revenue - current
|
|
|
4,689,000
|
|
|
4,641,000
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
10,327,000
|
|
|
11,049,000
|
|
|
|
|
|
|
|
|
|
Capital lease obligation less current portion
|
|
|
-
|
|
|
149,000
|
|
Deferred rent
|
|
|
343,000
|
|
|
330,000
|
|
Deferred revenue - less current portion
|
|
|
5,869,000
|
|
|
6,538,000
|
|
|
|
|
|
|
|
|
|
|
|
|
16,539,000
|
|
|
18,066,000
|
|
Commitments and Contingencies (Note 20)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
Preferred stock; authorized 5,000,000 shares, $0.01 par value; none issued
|
|
|
-
|
|
|
-
|
|
Common stock; authorized 50,000,000 shares, $0.01 par value; 12,678,000 and 12,835,000
shares issued at December 31, 2012 and 2013, respectively; shares outstanding, 12,088,000 and 12,196,000 at December 31, 2012 and 2013, respectively |
|
|
122,000
|
|
|
123,000
|
|
Additional paid-in capital
|
|
|
103,135,000
|
|
|
104,479,000
|
|
Accumulated deficit
|
|
|
(56,102,000)
|
|
|
(63,601,000)
|
|
Accumulated other comprehensive income (loss)
|
|
|
53,000
|
|
|
(106,000)
|
|
Treasury stock; 590,000 and 639,000 common shares at cost at December 31, 2012 and
2013, respectively |
|
|
(3,181,000)
|
|
|
(3,446,000)
|
|
|
|
|
|
|
|
|
|
Total stockholders’ equity
|
|
|
44,027,000
|
|
|
37,449,000
|
|
Total liabilities and stockholders’ equity
|
|
$
|
60,566,000
|
|
$
|
55,515,000
|
|
51 | ||
|
|
Year Ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
Products
|
|
$
|
22,450,000
|
|
$
|
28,640,000
|
|
$
|
23,140,000
|
|
Services
|
|
|
16,842,000
|
|
|
15,995,000
|
|
|
16,806,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,292,000
|
|
|
44,635,000
|
|
|
39,946,000
|
|
Cost of Revenues:
|
|
|
|
|
|
|
|
|
|
|
Cost of products
|
|
|
12,863,000
|
|
|
16,038,000
|
|
|
15,914,000
|
|
Cost of services
|
|
|
5,860,000
|
|
|
5,667,000
|
|
|
6,122,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,723,000
|
|
|
21,705,000
|
|
|
22,036,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
20,569,000
|
|
|
22,930,000
|
|
|
17,910,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
21,995,000
|
|
|
22,409,000
|
|
|
21,769,000
|
|
Research and development expenses
|
|
|
3,534,000
|
|
|
4,341,000
|
|
|
4,389,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,529,000
|
|
|
26,750,000
|
|
|
26,158,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(4,960,000)
|
|
|
(3,820,000)
|
|
|
(8,248,000)
|
|
Interest income
|
|
|
243,000
|
|
|
507,000
|
|
|
635,000
|
|
Other income, net
|
|
|
287,000
|
|
|
59,000
|
|
|
51,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before income taxes
|
|
|
(4,430,000)
|
|
|
(3,254,000)
|
|
|
(7,562,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit - sale of NJ net operating losses
|
|
|
390,000
|
|
|
662,000
|
|
|
63,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(4,040,000)
|
|
$
|
(2,592,000)
|
|
$
|
(7,499,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share - basic and diluted
|
|
$
|
(0.36)
|
|
$
|
(0.22)
|
|
$
|
(0.63)
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding - basic and diluted
|
|
|
11,162,000
|
|
|
11,744,000
|
|
|
11,912,000
|
|
52 | ||
|
|
Year Ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(4,040,000)
|
|
$
|
(2,592,000)
|
|
$
|
(7,499,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) on investments
|
|
|
7,000
|
|
|
78,000
|
|
|
(55,000)
|
|
Reclassification of net realized investment (gains) losses included in net loss
|
|
|
(15,000)
|
|
|
18,000
|
|
|
(27,000)
|
|
Foreign currency translation adjustment
|
|
|
(4,000)
|
|
|
6,000
|
|
|
(77,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive (loss) income
|
|
|
(12,000)
|
|
|
102,000
|
|
|
(159,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
$
|
(4,052,000)
|
|
$
|
(2,490,000)
|
|
$
|
(7,658,000)
|
|
53 | ||
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|||||||
|
Common Stock
|
|
Additional
|
|
|
|
Other
|
|
|
|
|
|
|||||||||
|
Number of
|
|
|
|
Paid-in
|
|
Accumulated
|
|
Comprehensive
|
|
Treasury
|
|
Stockholders’
|
|
|||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
(Loss) Income
|
|
Stock
|
|
Equity
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2011
|
|
12,491,000
|
|
$
|
121,000
|
|
$
|
105,156,000
|
|
$
|
(49,470,000)
|
|
$
|
(37,000)
|
|
$
|
(11,025,000)
|
|
$
|
44,745,000
|
|
Net loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(4,040,000)
|
|
|
-
|
|
|
-
|
|
|
(4,040,000)
|
|
Foreign currency translation adjustment
|
|
-
|
|
|
|
|
|
-
|
|
|
-
|
|
|
(4,000)
|
|
|
-
|
|
|
(4,000)
|
|
Unrealized loss on investments
|
|
-
|
|
|
|
|
|
-
|
|
|
-
|
|
|
(8,000)
|
|
|
-
|
|
|
(8,000)
|
|
Shares repurchased
|
|
-
|
|
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(1,050,000)
|
|
|
(1,050,000)
|
|
Shares purchased by Avis - issued from treasury stock
|
|
-
|
|
|
|
|
|
(4,789,000)
|
|
|
-
|
|
|
-
|
|
|
9,394,000
|
|
|
4,605,000
|
|
Warrants issued to Avis
|
|
-
|
|
|
-
|
|
|
137,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
137,000
|
|
Shares issued pursuant to exercise of stock options
|
|
32,000
|
|
|
-
|
|
|
74,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
74,000
|
|
Shares withheld pursuant to exercise of stock options
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(47,000)
|
|
|
(47,000)
|
|
Issuance of restricted stock
|
|
63,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Forfeiture of restricted stock
|
|
(40,000)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Stock based compensation - restricted stock
|
|
-
|
|
|
-
|
|
|
370,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
370,000
|
|
Stock based compensation - options and performance shares
|
|
-
|
|
|
|
|
|
818,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
818,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2011
|
|
12,546,000
|
|
$
|
121,000
|
|
$
|
101,766,000
|
|
$
|
(53,510,000)
|
|
$
|
(49,000)
|
|
$
|
(2,728,000)
|
|
$
|
45,600,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(2,592,000)
|
|
|
-
|
|
|
-
|
|
|
(2,592,000)
|
|
Foreign currency translation adjustment
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
6,000
|
|
|
-
|
|
|
6,000
|
|
Unrealized gain on investments
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
96,000
|
|
|
-
|
|
|
96,000
|
|
Shares repurchased
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(193,000)
|
|
|
(193,000)
|
|
Shares issued pursuant to exercise of stock options
|
|
56,000
|
|
|
1,000
|
|
|
215,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
216,000
|
|
Shares withheld pursuant to exercise of stock options and restricted stock
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(260,000)
|
|
|
(260,000)
|
|
Issuance of restricted stock
|
|
76,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Stock based compensation - restricted stock
|
|
-
|
|
|
-
|
|
|
510,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
510,000
|
|
Stock based compensation - options and performance shares
|
|
-
|
|
|
-
|
|
|
644,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
644,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2012
|
|
12,678,000
|
|
$
|
122,000
|
|
$
|
103,135,000
|
|
$
|
(56,102,000)
|
|
$
|
53,000
|
|
$
|
(3,181,000)
|
|
$
|
44,027,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(7,499,000)
|
|
|
-
|
|
|
-
|
|
|
(7,499,000)
|
|
Foreign currency translation adjustment
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(77,000)
|
|
|
-
|
|
|
(77,000)
|
|
Unrealized loss on investments
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(82,000)
|
|
|
-
|
|
|
(82,000)
|
|
Shares issued pursuant to exercise of stock options
|
|
67,000
|
|
|
1,000
|
|
|
226,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
227,000
|
|
Issuance of restricted stock
|
|
101,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Forfeiture of restricted shares
|
|
(11,000)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Shares withheld pursuant to exercise of stock options and restricted stock
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(265,000)
|
|
|
(265,000)
|
|
Stock based compensation - restricted stock
|
|
-
|
|
|
-
|
|
|
527,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
527,000
|
|
Stock based compensation - options and performance shares
|
|
-
|
|
|
-
|
|
|
591,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
591,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2013
|
|
12,835,000
|
|
$
|
123,000
|
|
$
|
104,479,000
|
|
$
|
(63,601,000)
|
|
$
|
(106,000)
|
|
$
|
(3,446,000)
|
|
$
|
37,449,000
|
|
54 | ||
|
|
Year Ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(4,040,000)
|
|
$
|
(2,592,000)
|
|
$
|
(7,499,000)
|
|
Adjustments to reconcile net loss to cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
Inventory reserve
|
|
|
30,000
|
|
|
134,000
|
|
|
2,066,000
|
|
Stock based compensation
|
|
|
1,188,000
|
|
|
1,154,000
|
|
|
1,118,000
|
|
Depreciation and amortization
|
|
|
2,367,000
|
|
|
2,186,000
|
|
|
2,171,000
|
|
Bad debt reserve
|
|
|
275,000
|
|
|
432,000
|
|
|
482,000
|
|
Deferred rent expense
|
|
|
128,000
|
|
|
16,000
|
|
|
(13,000)
|
|
Deferred income taxes
|
|
|
(390,000)
|
|
|
(662,000)
|
|
|
(63,000)
|
|
Proceeds from sale of New Jersey net operating loss carryforward
|
|
|
|
|
|
390,000
|
|
|
662,000
|
|
Issuance of warrants to customer
|
|
|
137,000
|
|
|
-
|
|
|
-
|
|
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted cash
|
|
|
(300,000)
|
|
|
-
|
|
|
-
|
|
Accounts receivable
|
|
|
(1,240,000)
|
|
|
(1,299,000)
|
|
|
(1,186,000)
|
|
Financing receivables
|
|
|
(4,126,000)
|
|
|
(8,639,000)
|
|
|
(354,000)
|
|
Inventory
|
|
|
(849,000)
|
|
|
468,000
|
|
|
290,000
|
|
Prepaid expenses and other assets
|
|
|
(963,000)
|
|
|
1,149,000
|
|
|
119,000
|
|
Deferred costs
|
|
|
271,000
|
|
|
(1,165,000)
|
|
|
58,000
|
|
Deferred revenue
|
|
|
622,000
|
|
|
3,136,000
|
|
|
621,000
|
|
Accounts payable and accrued expenses
|
|
|
293,000
|
|
|
(3,844,000)
|
|
|
385,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(6,597,000)
|
|
|
(9,136,000)
|
|
|
(1,143,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
Purchases of fixed assets including website development costs
|
|
|
(434,000)
|
|
|
(326,000)
|
|
|
(538,000)
|
|
Purchases of investments
|
|
|
(7,196,000)
|
|
|
(5,478,000)
|
|
|
(3,841,000)
|
|
Maturities of investments
|
|
|
4,434,000
|
|
|
8,399,000
|
|
|
10,427,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities
|
|
|
(3,196,000)
|
|
|
2,595,000
|
|
|
6,048,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of stock to Avis
|
|
|
4,605,000
|
|
|
-
|
|
|
-
|
|
Principal payments of capital lease obligation
|
|
|
|
|
|
|
|
|
(12,000)
|
|
Proceeds from exercise of stock options
|
|
|
35,000
|
|
|
117,000
|
|
|
203,000
|
|
Purchase of treasury shares
|
|
|
(1,050,000)
|
|
|
(193,000)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
3,590,000
|
|
|
(76,000)
|
|
|
191,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes on cash and cash equivalents
|
|
|
98,000
|
|
|
(155,000)
|
|
|
(128,000)
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
(6,105,000)
|
|
|
(6,772,000)
|
|
|
4,968,000
|
|
Cash and cash equivalents - beginning of period
|
|
|
14,491,000
|
|
|
8,386,000
|
|
|
1,614,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents - end of period
|
|
$
|
8,386,000
|
|
$
|
1,614,000
|
|
$
|
6,582,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
Cash paid for:
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities include:
|
|
|
|
|
|
|
|
|
|
|
Shares withheld pursuant to stock issuance
|
|
$
|
47,000
|
|
$
|
260,000
|
|
$
|
265,000
|
|
Unrealized (loss) gain on investments
|
|
$
|
(8,000)
|
|
$
|
96,000
|
|
$
|
(82,000)
|
|
Fixed assets acquired by capital lease
|
|
$
|
-
|
|
$
|
-
|
|
$
|
305,000
|
|
55 | ||
56 | ||
57 | ||
58 | ||
59 | ||
60 | ||
61 | ||
|
[X]
|
Reclassification:
|
62 | ||
63 | ||
64 | ||
|
|
Fair Value
|
|
|
|
|
|
|
|
Due within one year
|
|
$
|
2,708,000
|
|
Due one year through three years
|
|
|
2,824,000
|
|
Due after three years
|
|
|
276,000
|
|
|
|
|
|
|
|
|
$
|
5,808,000
|
|
65 | ||
|
|
|
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
|
|||
December 31, 2013
|
|
Cost
|
|
Gain
|
|
Loss
|
|
Value
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments - short term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government agency bonds
|
|
$
|
419,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
419,000
|
|
Mutual funds
|
|
|
1,386,000
|
|
|
-
|
|
|
(4,000)
|
|
|
1,382,000
|
|
Corporate bonds and commercial paper
|
|
|
590,000
|
|
|
1,000
|
|
|
(1,000)
|
|
|
590,000
|
|
U.S. Treasury Notes
|
|
|
1,697,000
|
|
|
2,000
|
|
|
-
|
|
|
1,699,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale - short term
|
|
|
4,092,000
|
|
|
3,000
|
|
|
(5,000)
|
|
|
4,090,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments - long term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Notes
|
|
|
930,000
|
|
|
-
|
|
|
(4,000)
|
|
|
926,000
|
|
Government agency bonds
|
|
|
612,000
|
|
|
-
|
|
|
(7,000)
|
|
|
605,000
|
|
Corporate bonds and commercial paper
|
|
|
1,565,000
|
|
|
5,000
|
|
|
(1,000)
|
|
|
1,569,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale - long term
|
|
|
3,107,000
|
|
|
5,000
|
|
|
(12,000)
|
|
|
3,100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
$
|
7,199,000
|
|
$
|
8,000
|
|
$
|
(17,000)
|
|
$
|
7,190,000
|
|
66 | ||
|
|
|
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
December 31, 2012
|
|
|
Cost
|
|
|
Gain
|
|
|
Loss
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments - short term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government agency bonds
|
|
$
|
855,000
|
|
$
|
1,000
|
|
$
|
-
|
|
$
|
856,000
|
|
Mutual funds
|
|
|
649,000
|
|
|
20,000
|
|
|
-
|
|
|
669,000
|
|
Corporate bonds and commercial paper
|
|
|
1,608,000
|
|
|
1,000
|
|
|
(24,000)
|
|
|
1,585,000
|
|
U.S. Treasury Notes
|
|
|
1,679,000
|
|
|
5,000
|
|
|
-
|
|
|
1,684,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale - short term
|
|
|
4,791,000
|
|
|
27,000
|
|
|
(24,000)
|
|
|
4,794,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments - long term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Notes
|
|
|
4,004,000
|
|
|
10,000
|
|
|
-
|
|
|
4,014,000
|
|
Government agency bonds
|
|
|
1,336,000
|
|
|
5,000
|
|
|
-
|
|
|
1,341,000
|
|
Corporate bonds and commercial paper
|
|
|
3,654,000
|
|
|
55,000
|
|
|
-
|
|
|
3,709,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale - long term
|
|
|
8,994,000
|
|
|
70,000
|
|
|
-
|
|
|
9,064,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
$
|
13,785,000
|
|
$
|
97,000
|
|
$
|
(24,000)
|
|
$
|
13,858,000
|
|
|
§
|
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.
|
|
§
|
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
|
|
§
|
Level 3: Unobservable inputs that reflect the reporting entity’s estimates of market participant assumptions.
|
67 | ||
|
|
December 31,
|
|
||||
|
|
2012
|
|
2013
|
|
||
|
|
|
|
|
|
|
|
Deferred activation fees
|
|
$
|
469,000
|
|
$
|
496,000
|
|
Deferred industrial equipment installation revenue
|
|
|
291,000
|
|
|
258,000
|
|
Deferred maintenance revenue
|
|
|
1,478,000
|
|
|
1,959,000
|
|
Deferred remote asset management product revenue
|
|
|
8,320,000
|
|
|
8,466,000
|
|
|
|
|
|
|
|
|
|
|
|
|
10,558,000
|
|
|
11,179,000
|
|
Less: Current portion
|
|
|
4,689,000
|
|
|
4,641,000
|
|
|
|
|
|
|
|
|
|
Deferred revenue - less current portion
|
|
$
|
5,869,000
|
|
$
|
6,538,000
|
|
|
|
December 31,
|
|
||||
|
|
2012
|
|
2013
|
|
||
|
|
|
|
|
|
|
|
Notes receivable
|
|
$
|
76,000
|
|
$
|
53,000
|
|
Sales-type lease receivable
|
|
|
13,881,000
|
|
|
14,253,000
|
|
Less: Allowance for uncollectable minimum lease payments
|
|
|
-
|
|
|
-
|
|
|
|
|
13,957,000
|
|
|
14,306,000
|
|
|
|
|
|
|
|
|
|
Less: Current portion
|
|
|
|
|
|
|
|
Notes receivable
|
|
|
23,000
|
|
|
25,000
|
|
Sales-type lease receivable
|
|
|
3,120,000
|
|
|
4,026,000
|
|
|
|
|
3,143,000
|
|
|
4,051,000
|
|
|
|
|
|
|
|
|
|
Notes and sales-type lease receivables - less current portion
|
|
$
|
10,814,000
|
|
$
|
10,255,000
|
|
68 | ||
Year ending December 31:
|
|
|
|
|
|
|
|
|
|
2014
|
|
$
|
4,026,000
|
|
2015
|
|
|
3,797,000
|
|
2016
|
|
|
3,577,000
|
|
2017
|
|
|
2,336,000
|
|
2018
|
|
|
516,000
|
|
Thereafter
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
14,253,000
|
|
Less: Current portion
|
|
|
4,026,000
|
|
Total
|
|
$
|
10,227,000
|
|
69 | ||
|
|
December 31,
|
|
||||
|
|
2012
|
|
2013
|
|
||
|
|
|
|
|
|
|
|
Components
|
|
$
|
4,386,000
|
|
$
|
2,968,000
|
|
Finished goods
|
|
|
3,126,000
|
|
|
2,188,000
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,512,000
|
|
$
|
5,156,000
|
|
70 | ||
|
|
December 31,
|
|
||||
|
|
2012
|
|
2013
|
|
||
|
|
|
|
|
|
|
|
Equipment
|
|
$
|
1,213,000
|
|
$
|
1,375,000
|
|
Computer software
|
|
|
3,303,000
|
|
|
3,319,000
|
|
Computer hardware
|
|
|
1,901,000
|
|
|
2,565,000
|
|
Furniture and fixtures
|
|
|
370,000
|
|
|
371,000
|
|
Automobiles
|
|
|
47,000
|
|
|
47,000
|
|
Leasehold improvements
|
|
|
181,000
|
|
|
181,000
|
|
|
|
|
|
|
|
|
|
|
|
|
7,015,000
|
|
|
7,858,000
|
|
Accumulated depreciation and amortization
|
|
|
(4,614,000)
|
|
|
(5,619,000)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,401,000
|
|
$
|
2,239,000
|
|
71 | ||
|
|
Useful
|
|
Gross
|
|
|
|
|
Net
|
|
||
|
|
Lives
|
|
Carrying
|
|
Accumulated
|
|
Carrying
|
|
|||
December 31, 2013
|
|
(In Years)
|
|
Amount
|
|
Amortization
|
|
Amount
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized:
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents
|
|
11
|
|
$
|
1,489,000
|
|
$
|
(541,000)
|
|
$
|
948,000
|
|
Tradename
|
|
5
|
|
|
200,000
|
|
|
(160,000)
|
|
|
40,000
|
|
Non-competition agreement
|
|
3
|
|
|
234,000
|
|
|
(234,000)
|
|
|
-
|
|
Technology
|
|
5
|
|
|
50,000
|
|
|
(42,000)
|
|
|
8,000
|
|
Workforce
|
|
5
|
|
|
33,000
|
|
|
(28,000)
|
|
|
5,000
|
|
Customer relationships
|
|
5
|
|
|
4,499,000
|
|
|
(3,601,000)
|
|
|
898,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,505,000
|
|
|
(4,606,000)
|
|
|
1,899,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized:
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer list
|
|
|
|
|
104,000
|
|
|
-
|
|
|
104,000
|
|
Trademark and Tradename
|
|
|
|
|
61,000
|
|
|
-
|
|
|
61,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
165,000
|
|
|
-
|
|
|
165,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
$
|
6,670,000
|
|
$
|
(4,606,000)
|
|
$
|
2,064,000
|
|
|
|
Useful
|
|
Gross
|
|
|
|
|
Net
|
|
||
|
|
Lives
|
|
Carrying
|
|
Accumulated
|
|
Carrying
|
|
|||
December 31, 2012
|
|
(In Years)
|
|
Amount
|
|
Amortization
|
|
Amount
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized:
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents
|
|
11
|
|
$
|
1,489,000
|
|
$
|
(406,000)
|
|
$
|
1,083,000
|
|
Tradename
|
|
5
|
|
|
200,000
|
|
|
(120,000)
|
|
|
80,000
|
|
Non-competition agreement
|
|
3
|
|
|
234,000
|
|
|
(234,000)
|
|
|
-
|
|
Technology
|
|
5
|
|
|
50,000
|
|
|
(32,000)
|
|
|
18,000
|
|
Workforce
|
|
5
|
|
|
33,000
|
|
|
(21,000)
|
|
|
12,000
|
|
Customer relationships
|
|
5
|
|
|
4,499,000
|
|
|
(2,701,000)
|
|
|
1,798,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,505,000
|
|
|
(3,514,000)
|
|
|
2,991,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized:
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer list
|
|
|
|
|
104,000
|
|
|
-
|
|
|
104,000
|
|
Trademark and Tradename
|
|
|
|
|
135,000
|
|
|
-
|
|
|
135,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
239,000
|
|
|
-
|
|
|
239,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
$
|
6,744,000
|
|
$
|
(3,514,000)
|
|
$
|
3,230,000
|
|
72 | ||
Year ending December 31:
|
|
|
|
|
|
|
|
2014
|
|
1,086,000
|
|
2015
|
|
135,000
|
|
2016
|
|
135,000
|
|
2017
|
|
135,000
|
|
2018
|
|
135,000
|
|
73 | ||
|
|
December 31,
|
|
|||||||
Basic and diluted loss per share
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(4,040,000)
|
|
$
|
(2,592,000)
|
|
$
|
(7,499,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding - basic and diluted
|
|
|
11,162,000
|
|
|
11,744,000
|
|
|
11,912,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share - basic and diluted
|
|
$
|
(0.36)
|
|
$
|
(0.22)
|
|
$
|
(0.63)
|
|
74 | ||
|
|
2011
|
|
2012
|
|
2013
|
|
|||||||||
|
|
|
|
Weighted -
|
|
|
|
Weighted -
|
|
|
|
Weighted -
|
|
|||
|
|
|
|
Average
|
|
|
|
Average
|
|
|
|
Average
|
|
|||
|
|
Number of
|
|
Exercise
|
|
Number of
|
|
Exercise
|
|
Number of
|
|
Exercise
|
|
|||
|
|
Shares
|
|
Price
|
|
Shares
|
|
Price
|
|
Shares
|
|
Price
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at
beginning of year |
|
2,666,000
|
|
$
|
7.34
|
|
2,462,000
|
|
$
|
7.41
|
|
2,568,000
|
|
$
|
7.33
|
|
Granted
|
|
135,000
|
|
|
4.55
|
|
272,000
|
|
|
5.93
|
|
367,000
|
|
|
5.63
|
|
Exercised
|
|
(32,000)
|
|
|
2.35
|
|
(56,000)
|
|
|
3.85
|
|
(67,000)
|
|
|
3.4
|
|
Expired
|
|
(230,000)
|
|
|
5.66
|
|
-
|
|
|
-
|
|
(25,000)
|
|
|
5.89
|
|
Forfeited
|
|
(77,000)
|
|
|
7.14
|
|
(110,000)
|
|
|
7.56
|
|
(53,000)
|
|
|
5.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end
of year |
|
2,462,000
|
|
$
|
7.41
|
|
2,568,000
|
|
$
|
7.33
|
|
2,790,000
|
|
$
|
7.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at end
of year |
|
1,437,000
|
|
$
|
10.06
|
|
1,649,000
|
|
$
|
9.06
|
|
1,964,000
|
|
$
|
8.12
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
|
||||||||||||||
|
|
|
|
Weighted -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Weighted -
|
|
|
|
|
|
|
|
Weighted -
|
|
|
|
|
|
|
|
|
Remaining
|
|
|
Average
|
|
|
Aggregate
|
|
|
|
|
Average
|
|
|
Aggregate
|
|
Exercise
|
|
Number
|
|
Contractual
|
|
|
Exercise
|
|
|
Intrinsic
|
|
Number
|
|
|
Exercise
|
|
|
Intrinsic
|
|
Prices ($)
|
|
Outstanding
|
|
Life
|
|
|
Price
|
|
|
Value
|
|
Outstanding
|
|
|
Price
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.97 - 3.81
|
|
745,000
|
|
6 years
|
|
$
|
3.13
|
|
|
|
|
615,000
|
|
$
|
3.14
|
|
|
|
|
3.82 - 7.40
|
|
1,292,000
|
|
6 years
|
|
|
5.78
|
|
|
|
|
596,000
|
|
|
6.03
|
|
|
|
|
7.41 - 14.15
|
|
519,000
|
|
2 years
|
|
|
10.70
|
|
|
|
|
519,000
|
|
|
10.70
|
|
|
|
|
14.16 - 19.94
|
|
73,000
|
|
2 years
|
|
|
17.30
|
|
|
|
|
73,000
|
|
|
17.30
|
|
|
|
|
19.95 - 25.38
|
|
161,000
|
|
2 years
|
|
|
22.38
|
|
|
|
|
161,000
|
|
|
22.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,790,000
|
|
5 years
|
|
$
|
7.25
|
|
$
|
2,350,000
|
|
1,964,000
|
|
$
|
8.12
|
|
$
|
1,818,000
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
Average
|
|
|
|
|
|
|
Average
|
|
|
Aggregate
|
|
Remaining
|
|
|
|
Number
|
|
|
Exercise
|
|
|
Intrinsic
|
|
Contractual
|
|
|
|
Outstanding
|
|
|
Price
|
|
|
Value
|
|
Life
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at December 31,
2013 |
|
1,964,000
|
|
$
|
8.12
|
|
$
|
1,818,000
|
|
3.26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and expected to vest at December
31, 2013 |
|
2,790,000
|
|
$
|
7.25
|
|
$
|
2,350,000
|
|
4.74
|
|
75 | ||
|
|
December 31,
|
|
|||||||||
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected volatility
|
|
|
54.1% - 57.2
|
%
|
|
|
44.4% - 55.5
|
%
|
|
|
44.4% - 54.8
|
%
|
Expected life of options
|
|
|
3.0 - 5.0 years
|
|
|
|
3.0 - 5.0 years
|
|
|
|
4.0 - 5.0 years
|
|
Risk free interest rate
|
|
|
1.6
|
%
|
|
|
0.5
|
%
|
|
|
0.6
|
%
|
Dividend yield
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
Weighted-average fair value of options granted during the year
|
|
$
|
1.91
|
|
|
$
|
1.86
|
|
|
$
|
2.17
|
|
76 | ||
|
|
|
|
Weighted -
|
|
|
|
|
|
|
Average
|
|
|
|
|
Number of
|
|
Grant
|
|
|
|
|
Non-vested
|
|
Date
|
|
|
|
|
Shares
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
Non-vested at January 1, 2011
|
|
319,000
|
|
$
|
3.07
|
|
Granted
|
|
63,000
|
|
|
4.55
|
|
Vested
|
|
(21,000)
|
|
|
2.88
|
|
Forfeited
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
Non-vested at December 31, 2011
|
|
361,000
|
|
$
|
3.34
|
|
Granted
|
|
75,000
|
|
|
5.93
|
|
Vested
|
|
(143,000)
|
|
|
3.79
|
|
Forfeited
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
Non-vested at December 31, 2012
|
|
293,000
|
|
$
|
3.79
|
|
Granted
|
|
101,000
|
|
|
5.67
|
|
Vested
|
|
(183,000)
|
|
|
3.35
|
|
Forfeited
|
|
(11,000)
|
|
|
4.92
|
|
|
|
|
|
|
|
|
Non-vested at December 31, 2013
|
|
200,000
|
|
$
|
5.08
|
|
|
|
Non-vested
|
|
|
|
Shares
|
|
|
|
|
|
Performance shares, non-vested, January 1, 2011
|
|
327,000
|
|
Granted
|
|
-
|
|
Vested
|
|
-
|
|
Forfeited
|
|
-
|
|
|
|
|
|
Performance shares, non-vested, December 31, 2011
|
|
327,000
|
|
Granted
|
|
40,000
|
|
Vested
|
|
-
|
|
Forfeited
|
|
(233,000)
|
|
|
|
|
|
Performance shares, non-vested, December 31, 2012
|
|
134,000
|
|
Granted
|
|
-
|
|
Vested
|
|
-
|
|
Forfeited
|
|
(100,000)
|
|
|
|
|
|
Performance shares, non-vested, December 31, 2013
|
|
34,000
|
|
77 | ||
78 | ||
|
|
December 31,
|
|
December 31,
|
|
||
|
|
2012
|
|
2013
|
|
||
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
3,833,000
|
|
$
|
5,303,000
|
|
Accrued warranty
|
|
|
520,000
|
|
|
522,000
|
|
Accrued severance
|
|
|
-
|
|
|
100,000
|
|
Accrued compensation
|
|
|
1,182,000
|
|
|
172,000
|
|
Other current liabilities
|
|
|
103,000
|
|
|
167,000
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,638,000
|
|
$
|
6,264,000
|
|
|
|
Year Ended
|
|
||||
|
|
2012
|
|
2013
|
|
||
|
|
|
|
|
|
|
|
Accrued warranty reserve, beginning of year
|
|
$
|
752,000
|
|
$
|
520,000
|
|
Accrual for product warranties issued
|
|
|
289,000
|
|
|
403,000
|
|
Product replacements and other warranty expenditures
|
|
|
(386,000)
|
|
|
(253,000)
|
|
Expiration of warranties
|
|
|
(135,000)
|
|
|
(148,000)
|
|
|
|
|
|
|
|
|
|
Accrued warranty reserve, end of period
|
|
$
|
520,000
|
|
$
|
522,000
|
|
Year ending December 31:
|
|
|
|
|
|
|
|
|
|
2014
|
|
$
|
174,000
|
|
2015
|
|
|
159,000
|
|
|
|
|
|
|
|
|
|
333,000
|
|
Less: amount representing interest
|
|
|
(40,000)
|
|
Total
|
|
$
|
293,000
|
|
79 | ||
80 | ||
81 | ||
|
|
Year Ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
U.S. operations
|
|
$
|
(4,198,000)
|
|
$
|
(2,736,000)
|
|
$
|
(7,140,000)
|
|
Foreign operations
|
|
|
(232,000)
|
|
|
(518,000)
|
|
|
(422,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(4,430,000)
|
|
$
|
(3,254,000)
|
|
$
|
(7,562,000)
|
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit at the federal statutory rate
|
|
$
|
(1,499,000)
|
|
$
|
(1,106,000)
|
|
$
|
(2,550,000)
|
|
State and local income taxes, net of effect on federal taxes
|
|
|
(294,000)
|
|
|
(256,000)
|
|
|
(646,000)
|
|
Increase (decrease) in valuation allowance
|
|
|
1,328,000
|
|
|
(580,000)
|
|
|
2,440,000
|
|
ISO grants and restricted shares
|
|
|
276,000
|
|
|
224,000
|
|
|
223,000
|
|
Expiration and adjustment on sale of state net operating loss
|
|
|
-
|
|
|
428,000
|
|
|
452,000
|
|
Sale of NJ net operating loss carryforwards
|
|
|
(390,000)
|
|
|
-
|
|
|
-
|
|
Permanent differences and other
|
|
|
189,000
|
|
|
628,000
|
|
|
18,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(390,000)
|
|
$
|
(662,000)
|
|
$
|
(63,000)
|
|
|
|
December 31,
|
|
||||
|
|
2012
|
|
2013
|
|
||
|
|
|
|
|
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
$
|
13,928,000
|
|
$
|
15,065,000
|
|
Stock-based compensation
|
|
|
1,357,000
|
|
|
1,386,000
|
|
Deferred revenue
|
|
|
4,058,000
|
|
|
4,048,000
|
|
Intangibles, amortization
|
|
|
642,000
|
|
|
1,058,000
|
|
Inventories
|
|
|
461,000
|
|
|
1,076,000
|
|
Acquisition related expenses
|
|
|
433,000
|
|
|
418,000
|
|
Other deductible temporary differences
|
|
|
670,000
|
|
|
814,000
|
|
|
|
|
|
|
|
|
|
Total gross deferred tax assets
|
|
|
21,549,000
|
|
|
23,865,000
|
|
Less: Valuation allowance
|
|
|
(18,530,000)
|
|
|
(21,473,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
3,019,000
|
|
|
2,392,000
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
Deferred expenses
|
|
|
(1,996,000)
|
|
|
(2,093,000)
|
|
Fixed assets, depreciation
|
|
|
(361,000)
|
|
|
(236,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,357,000)
|
|
|
(2,329,000)
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
$
|
662,000
|
|
$
|
63,000
|
|
82 | ||
|
|
Year Ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Net revenue
|
|
$
|
1,576,000
|
|
$
|
1,198,000
|
|
$
|
1,128,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(109,000)
|
|
|
(420,000)
|
|
|
(395,000)
|
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Net revenue
|
|
$
|
763,000
|
|
$
|
1,133,000
|
|
$
|
1,643,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(123,000)
|
|
|
(98,000)
|
|
|
(27,000)
|
|
83 | ||
|
|
|
|
Unrealized
|
|
Accumulated
|
|
|||
|
|
Foreign
|
|
gain (losses)
|
|
other
|
|
|||
|
|
currency
|
|
on
|
|
comprehensive
|
|
|||
|
|
items
|
|
investments
|
|
income
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2011
|
|
$
|
(22,000)
|
|
$
|
(15,000)
|
|
$
|
(37,000)
|
|
Net current period change
|
|
|
(4,000)
|
|
|
(8,000)
|
|
|
(12,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2011
|
|
$
|
(26,000)
|
|
$
|
(23,000)
|
|
$
|
(49,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current period change
|
|
|
6,000
|
|
$
|
96,000
|
|
$
|
102,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2012
|
|
$
|
(20,000)
|
|
$
|
73,000
|
|
$
|
53,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current period change
|
|
|
(77,000)
|
|
$
|
(82,000)
|
|
$
|
(159,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2013
|
|
$
|
(97,000)
|
|
$
|
(9,000)
|
|
$
|
(106,000)
|
|
84 | ||
Year Ending
|
|
|
|
|
December 31,
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
660,000
|
|
2015
|
|
|
625,000
|
|
2016
|
|
|
476,000
|
|
2017
|
|
|
485,000
|
|
2018
|
|
|
496,000
|
|
Thereafter
|
|
|
1,074,000
|
|
|
|
|
|
|
|
|
$
|
3,816,000
|
|
85 | ||
|
|
Year Ended December 31, 2013
|
|
||||||||||
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products
|
|
$
|
3,775,000
|
|
$
|
5,303,000
|
|
$
|
6,966,000
|
|
$
|
7,096,000
|
|
Services
|
|
|
4,239,000
|
|
|
4,067,000
|
|
|
4,239,000
|
|
|
4,261,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,014,000
|
|
|
9,370,000
|
|
|
11,205,000
|
|
|
11,357,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products
|
|
|
2,694,000
|
|
|
3,005,000
|
|
|
3,853,000
|
|
|
6,362,000
|
|
Cost of services
|
|
|
1,484,000
|
|
|
1,515,000
|
|
|
1,535,000
|
|
|
1,588,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,178,000
|
|
|
4,520,000
|
|
|
5,388,000
|
|
|
7,950,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
3,836,000
|
|
|
4,850,000
|
|
|
5,817,000
|
|
|
3,407,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
5,516,000
|
|
|
5,595,000
|
|
|
4,981,000
|
|
|
5,677,000
|
|
Research and development expenses
|
|
|
1,140,000
|
|
|
1,123,000
|
|
|
1,082,000
|
|
|
1,044,000
|
|
Other income, net
|
|
|
198,000
|
|
|
161,000
|
|
|
170,000
|
|
|
157,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before income tax benefit
|
|
|
(2,622,000)
|
|
|
(1,707,000)
|
|
|
(76,000)
|
|
|
(3,157,000)
|
|
Income tax benefit - sale of NJ net operating losses
|
|
|
|
|
|
|
|
|
-
|
|
|
63,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(2,622,000)
|
|
$
|
(1,707,000)
|
|
$
|
(76,000)
|
|
$
|
(3,094,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share - basic and diluted
|
|
$
|
(0.22)
|
|
$
|
(0.14)
|
|
$
|
(0.01)
|
|
$
|
(0.26)
|
|
|
|
Year Ended December 31, 2012
|
|
||||||||||
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products
|
|
$
|
5,711,000
|
|
$
|
4,761,000
|
|
$
|
11,273,000
|
|
$
|
6,895,000
|
|
Services
|
|
|
4,101,000
|
|
|
3,920,000
|
|
|
4,206,000
|
|
|
3,768,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,812,000
|
|
|
8,681,000
|
|
|
15,479,000
|
|
|
10,663,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products
|
|
|
3,463,000
|
|
|
2,810,000
|
|
|
5,385,000
|
|
|
4,380,000
|
|
Cost of services
|
|
|
1,403,000
|
|
|
1,321,000
|
|
|
1,497,000
|
|
|
1,446,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,866,000
|
|
|
4,131,000
|
|
|
6,882,000
|
|
|
5,826,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
4,946,000
|
|
|
4,550,000
|
|
|
8,597,000
|
|
|
4,837,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
5,589,000
|
|
|
5,671,000
|
|
|
5,467,000
|
|
|
5,682,000
|
|
Research and development expenses
|
|
|
1,114,000
|
|
|
1,085,000
|
|
|
1,098,000
|
|
|
1,044,000
|
|
Other income, net
|
|
|
110,000
|
|
|
140,000
|
|
|
135,000
|
|
|
181,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income before income tax benefit
|
|
|
(1,647,000)
|
|
|
(2,066,000)
|
|
|
2,167,000
|
|
|
(1,708,000)
|
|
Income tax benefit - sale of NJ net operating losses
|
|
|
|
|
|
|
|
|
|
|
|
662,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(1,647,000)
|
|
$
|
(2,066,000)
|
|
$
|
2,167,000
|
|
$
|
(1,046,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share - basic and diluted
|
|
$
|
(0.14)
|
|
$
|
(0.18)
|
|
$
|
0.18
|
|
$
|
(0.09)
|
|
86 | ||
87 | ||
· | if the information that is responsive to the information required with respect to this Item 10 is provided by means of an amendment to this Annual Report on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement; or |
· | if such proxy statement is not filed with the SEC within 120 days after the end of the Company’s most recently completed fiscal year, in which case the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with the SEC within such 120-day period. |
· | if the information that is responsive to the information required with respect to this Item 11 is provided by means of an amendment to this Annual Report on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement; or |
· | if such proxy statement is not filed with the SEC within 120 days after the end of the Company’s most recently completed fiscal year, in which case the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with the SEC. |
· | if the information that is responsive to the information required with respect to this Item 12 is provided by means of an amendment to this Annual Report on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement; or |
· | if such proxy statement is not filed with the SEC within 120 days after the end of the Company’s most recently completed fiscal year, in which case the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with the SEC within such 120-day period. |
88 | ||
· | if the information that is responsive to the information required with respect to this Item 13 is provided by means of an amendment to this Annual Report on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement; or |
· | if such proxy statement is not filed with the SEC within 120 days after the end of the Company’s most recently completed fiscal year, in which case the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with the SEC within such 120-day period. |
· | if the information that is responsive to the information required with respect to this Item 14 is provided by means of an amendment to this Annual Report on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement; or |
· | if such proxy statement is not filed with the SEC within 120 days after the end of the Company’s most recently completed fiscal year, in which case the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with the SEC within such 120-day period. |
89 | ||
Report of Independent Registered Public Accounting Firm | 50 | |
Consolidated Balance Sheets as of December 31, 2012 and 2013 | 51 | |
Consolidated Statements of Operations for the Years Ended December 31, 2011, 2012 and 2013 | 52 | |
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2011, 2012 and 2013 | 53 | |
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2011, 2012 and 2013 | 54 | |
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2012 and 2013 | 55 | |
Notes to the Consolidated Financial Statements | 56 |
2.1
|
|
Membership Interest Purchase Agreement, dated as of January 7, 2010, by and among I.D. Systems, Inc., General Electric Capital Corporation and GE Asset Intelligence, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of I.D. Systems, Inc. (File No. 001-15087) filed with the SEC on January 13, 2010).
|
|
|
|
3.1.1
|
|
Restated Certificate of Incorporation of I.D. Systems, Inc., as amended (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the Registration Statement on Form SB-2 of I.D. Systems, Inc. (File No. 333-76947) filed with the SEC on June 28, 1999).
|
|
|
|
3.1.2
|
|
Certificate of Amendment to the Restated Certificate of Incorporation of I.D. Systems (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-8 of I.D. Systems, Inc. (File No. 333-144709) filed with the SEC on July 19, 2007).
|
|
|
|
3.1.3
|
|
Certificate of Correction to the Restated Certificate of Incorporation of I.D. Systems (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-8 of I.D. Systems, Inc. (File No. 333-144709) filed with the SEC on July 19, 2007).
|
|
|
|
3.1.4
|
|
Certificate of Designation for the Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K of I.D. Systems, Inc. (File No. 001-15087) filed with the SEC on July 8, 2009).
|
|
|
|
3.2
|
|
Restated By-Laws of I.D. Systems, Inc. (incorporated by reference to Exhibit 3.2 to Amendment No. 3 to the Registration Statement on Form SB-2 of I.D. Systems, Inc. (File No. 333-76947) filed with the SEC on June 28, 1999).
|
90 | ||
4.1
|
|
Specimen Certificate of I.D. Systems, Inc.’s Common Stock (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Registration Statement on Form SB-2 of I.D. Systems, Inc. (File No. 333-76947) filed with the SEC on June 28, 1999).
|
|
|
|
4.2
|
|
Rights Agreement, dated as of July 1, 2009, between I.D. Systems, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of I.D. Systems, Inc. (File No. 001-15087) filed with the SEC on July 8, 2009).
|
|
|
|
10.1
|
|
1995 Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form SB-2 of I.D. Systems, Inc. (File No. 333-76947) filed with the SEC on April 23, 1999).*
|
|
|
|
10.2
|
|
1999 Stock Option Plan (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form SB-2 of I.D. Systems, Inc. (File No. 333-76947) filed with the SEC on April 23, 1999).*
|
|
|
|
10.3.1
|
|
1999 Director Option Plan (incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the Registration Statement on Form SB-2 of I.D. Systems, Inc. (File No. 333-76947) filed with the SEC on June 8, 1999).*
|
|
|
|
10.3.2
|
|
Amendment, dated March 15, 2012, to 1999 Director Option Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended March 31, 2012 (File No. 001-15087) filed with the SEC on May 14, 2012).*
|
|
|
|
10.4
|
|
I.D. Systems, Inc. 2007 Equity Compensation Plan, as amended (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 of I.D. Systems, Inc. (File No. 333-185085) filed with the SEC on November 21, 2012).*
|
|
|
|
10.5.1
|
|
2009 Non-Employee Director Equity Compensation Plan (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. (File No. 001-15087) filed with the SEC on November 6, 2009).*
|
|
|
|
10.5.2
|
|
Amendment, dated March 16, 2012, to 2009 Non-Employee Director Equity Compensation Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended March 31, 2012 (File No. 001-15087) filed with the SEC on May 14, 2012).*
|
|
|
|
10.6
|
|
Severance Agreement, dated September 11, 2009, by and between I.D. Systems, Inc. and Jeffrey Jagid (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended September 30, 2009 (File No. 001-15087) filed with the SEC on November 6, 2009).*
|
|
|
|
10.7
|
|
Severance Agreement, dated September 11, 2009, by and between the Company and Ned Mavrommatis (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended September 30, 2009 (File No. 001-15087) filed with the SEC on November 6, 2009).*
|
|
|
|
10.8
|
|
Severance Agreement, dated September 11, 2009, by and between the Company and Kenneth Ehrman (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended September 30, 2009 (File No. 001-15087) filed with the SEC on November 6, 2009).*
|
|
|
|
10.9
|
|
Amendment to Severance Agreement, dated as of June 20, 2013, between I.D. Systems, Inc. and Kenneth Ehrman (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended June 30, 2013 (File No. 001-15087) filed with the SEC on August 14, 2013).* |
|
|
|
10.10
|
|
Severance Agreement, dated September 11, 2009, by and between the Company and Michael Ehrman (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended September 30, 2009 (File No. 001-15087) filed with the SEC on November 6, 2009).*
|
|
|
|
10.11
|
|
Office Lease Agreement, dated as of May 10, 2010, by and between IPC New York Properties, LLC, as Landlord, and I.D. Systems, Inc., as Tenant (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended March 31, 2010 (File No. 001-15087) filed with the SEC on May 17, 2010).
|
|
|
|
10.12
|
|
Severance Agreement, dated December 14, 2010, by and between the Company and Darryl Miller (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K of I.D. Systems, Inc. for the fiscal year ended December 31, 2010 (File No. 001-15087) filed with the SEC on March 31, 2011).*
|
91 | ||
10.13
|
|
Separation and General Release Agreement, dated as of July 19, 2013, between I.D. Systems, Inc. and Darryl Miller (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended September 30, 2013 (File No. 001-15087) filed with the SEC on November 14, 2013).* |
|
|
|
10.14 |
|
Separation and General Release Agreement, dated as of March 21, 2014, between Jeffrey M. Jagid and I.D. Systems, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of I.D. Systems, Inc. (File No. 001-15087) filed with the SEC on March 27, 2014).* |
|
|
|
10.15 |
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Severance Agreement, dated as of March 27, 2014, between Brett Kilpatrick and I.D. Systems, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of I.D. Systems, Inc. (File No. 001-15087) filed with the SEC on March 27, 2014).* |
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10.16
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Sublease Agreement, dated as of July 14, 2011, by and between AirSure Limited, LLC, as Sublessor, and Asset Intelligence, LLC, as Sublessee (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended June 30, 2011 (File No. 001-15087) filed with the SEC on August 12, 2011).
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10.17
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|
Amendment No. 1 to Sublease Agreement, dated as of July 14, 2011, by and between AirSure Limited, LLC, as Sublessor, and Asset Intelligence, LLC, as Sublessee (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended June 30, 2011 (File No. 001-15087) filed with the SEC on August 12, 2011).
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10.18
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Guaranty of Sublease, dated as of July 14, 2011, made by I.D. Systems, Inc., in favor of AirSure Limited, LLC (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended June 30, 2011 (File No. 001-15087) filed with the SEC on August 12, 2011).
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10.19
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|
Purchase Agreement, dated as of August 22, 2011, by and between I.D. Systems, Inc. and Avis Budget Group, Inc. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of I.D. Systems, Inc. (File No. 001-15087) filed with the SEC on August 23, 2011).
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10.20
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|
Warrant to Purchase Common Stock (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of I.D. Systems, Inc. (File No. 001-15087) filed with the SEC on August 23, 2011).
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21.1
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List of Subsidiaries (filed herewith).
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23.1
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Consent of EisnerAmper LLP (filed herewith).
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31.1
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
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31.2
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
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32.1
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Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
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32.2
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|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
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101.INS
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XBRL Instance Document.**
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101.SCH
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XBRL Taxonomy Extension Schema Document.**
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.**
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document.**
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.**
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document.**
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92 | ||
* |
Management contract or compensatory plan or arrangement.
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** | Furnished herewith. The Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections. |
93 | ||
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I.D. SYSTEMS, INC.
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By:
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/s/ Kenneth S. Ehrman
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Kenneth S. Ehrman
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President and Interim Chief Executive Officer
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(Principal Executive Officer)
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By:
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/s/ Ned Mavrommatis
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Ned Mavrommatis
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Signature
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Title
|
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Date
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/s/ Kenneth S. Ehrman
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President and Interim Chief Executive Officer
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March 28, 2014
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Kenneth S. Ehrman
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(Principal Executive Officer)
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/s/ Ned Mavrommatis
|
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Chief Financial Officer
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March 28, 2014
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Ned Mavrommatis
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(Principal Financial and Accounting Officer)
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/s/ Lawrence S. Burstein
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Director
|
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March 28, 2014
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Lawrence Burstein
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/s/ Harold D. Copperman
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Director
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March 28, 2014
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Harold D. Copperman
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/s/ Robert J. Farrell
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Director
|
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March 28, 2014
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Robert J. Farrell
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/s/ Michael P. Monaco
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Director
|
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March 28, 2014
|
Michael Monaco
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Charged to
|
|
|
|
|
|
|||
|
|
Balance at
|
|
(Write-off)
|
|
|
|
Balance at
|
|
|||
|
|
Beginning
|
|
Costs and
|
|
Other Additions
|
|
End of
|
|
|||
Description
|
|
Period
|
|
Expenses
|
|
Or (Deductions)
|
|
Period
|
|
|||
|
|
|
|
|
|
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|
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Inventory reserve
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|
|
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|
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|
|
|
|
|
|
|
|
|
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|
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Year ended December 31, 2013
|
|
$
|
686
|
|
$
|
2,066
|
|
(496)
|
|
$
|
2,256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2012
|
|
$
|
710
|
|
$
|
134
|
|
(158)
|
|
$
|
686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2011
|
|
$
|
872
|
|
$
|
30
|
|
(192)
|
|
$
|
710
|
|
|
|
|
|
Charged to
|
|
|
|
|
|
|||
|
|
Balance at
|
|
(Write-off)
|
|
|
|
Balance at
|
|
|||
|
|
Beginning
|
|
to Costs and
|
|
Other Additions
|
|
End of
|
|
|||
Description
|
|
Period
|
|
Expenses
|
|
Or (Deductions)
|
|
Period
|
|
|||
|
|
|
|
|
|
|
|
|
|
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Allowance for doubtful accounts
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2013
|
|
$
|
653
|
|
$
|
482
|
|
(180)
|
|
$
|
955
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2012
|
|
$
|
366
|
|
$
|
432
|
|
(145)
|
|
$
|
653
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2011
|
|
$
|
161
|
|
$
|
275
|
|
(70)
|
|
$
|
366
|
|
2.1
|
|
Membership Interest Purchase Agreement, dated as of January 7, 2010, by and among I.D. Systems, Inc., General Electric Capital Corporation and GE Asset Intelligence, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of I.D. Systems, Inc. (File No. 001-15087) filed with the SEC on January 13, 2010).
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3.1.1
|
|
Restated Certificate of Incorporation of I.D. Systems, Inc., as amended (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the Registration Statement on Form SB-2 of I.D. Systems, Inc. (File No. 333-76947) filed with the SEC on June 28, 1999).
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3.1.2
|
|
Certificate of Amendment to the Restated Certificate of Incorporation of I.D. Systems (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-8 of I.D. Systems, Inc. (File No. 333-144709) filed with the SEC on July 19, 2007).
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3.1.3
|
|
Certificate of Correction to the Restated Certificate of Incorporation of I.D. Systems (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-8 of I.D. Systems, Inc. (File No. 333-144709) filed with the SEC on July 19, 2007).
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3.1.4
|
|
Certificate of Designation for the Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K of I.D. Systems, Inc. (File No. 001-15087) filed with the SEC on July 8, 2009).
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|
3.2
|
|
Restated By-Laws of I.D. Systems, Inc. (incorporated by reference to Exhibit 3.2 to Amendment No. 3 to the Registration Statement on Form SB-2 of I.D. Systems, Inc. (File No. 333-76947) filed with the SEC on June 28, 1999).
|
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|
|
4.1
|
|
Specimen Certificate of I.D. Systems, Inc.’s Common Stock (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Registration Statement on Form SB-2 of I.D. Systems, Inc. (File No. 333-76947) filed with the SEC on June 28, 1999).
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|
4.2
|
|
Rights Agreement, dated as of July 1, 2009, between I.D. Systems, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of I.D. Systems, Inc. (File No. 001-15087) filed with the SEC on July 8, 2009).
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|
10.1
|
|
1995 Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form SB-2 of I.D. Systems, Inc. (File No. 333-76947) filed with the SEC on April 23, 1999).*
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|
|
10.2
|
|
1999 Stock Option Plan (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form SB-2 of I.D. Systems, Inc. (File No. 333-76947) filed with the SEC on April 23, 1999).*
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|
|
10.3.1
|
|
1999 Director Option Plan (incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the Registration Statement on Form SB-2 of I.D. Systems, Inc. (File No. 333-76947) filed with the SEC on June 8, 1999).*
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|
|
|
10.3.2
|
|
Amendment, dated March 15, 2012, to 1999 Director Option Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended March 31, 2012 (File No. 001-15087) filed with the SEC on May 14, 2012).*
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|
|
|
10.4
|
|
I.D. Systems, Inc. 2007 Equity Compensation Plan, as amended (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 of I.D. Systems, Inc. (File No. 333-185085) filed with the SEC on November 21, 2012).*
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|
|
|
10.5.1
|
|
2009 Non-Employee Director Equity Compensation Plan (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. (File No. 001-15087) filed with the SEC on November 6, 2009).*
|
10.5.2
|
|
Amendment, dated March 16, 2012, to 2009 Non-Employee Director Equity Compensation Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended March 31, 2012 (File No. 001-15087) filed with the SEC on May 14, 2012).*
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|
|
|
10.6
|
|
Severance Agreement, dated September 11, 2009, by and between I.D. Systems, Inc. and Jeffrey Jagid (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended September 30, 2009 (File No. 001-15087) filed with the SEC on November 6, 2009).*
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|
|
|
10.7
|
|
Severance Agreement, dated September 11, 2009, by and between the Company and Ned Mavrommatis (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended September 30, 2009 (File No. 001-15087) filed with the SEC on November 6, 2009).*
|
|
|
|
10.8
|
|
Severance Agreement, dated September 11, 2009, by and between the Company and Kenneth Ehrman (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended September 30, 2009 (File No. 001-15087) filed with the SEC on November 6, 2009).*
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|
|
|
10.9
|
|
Amendment to Severance Agreement, dated as of June 20, 2013, between I.D. Systems, Inc. and Kenneth Ehrman (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended June 30, 2013 (File No. 001-15087) filed with the SEC on August 14, 2013).*
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|
|
|
10.10
|
|
Severance Agreement, dated September 11, 2009, by and between the Company and Michael Ehrman (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended September 30, 2009 (File No. 001-15087) filed with the SEC on November 6, 2009).*
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|
|
10.11
|
|
Office Lease Agreement, dated as of May 10, 2010, by and between IPC New York Properties, LLC, as Landlord, and I.D. Systems, Inc., as Tenant (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended March 31, 2010 (File No. 001-15087) filed with the SEC on May 17, 2010).
|
|
|
|
10.12
|
|
Severance Agreement, dated December 14, 2010, by and between the Company and Darryl Miller (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K of I.D. Systems, Inc. for the fiscal year ended December 31, 2010 (File No. 001-15087) filed with the SEC on March 31, 2011).*
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|
|
|
10.13
|
|
Separation and General Release Agreement, dated as of July 19, 2013, between I.D. Systems, Inc. and Darryl Miller (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended September 30, 2013 (File No. 001-15087) filed with the SEC on November 14, 2014).*
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|
|
|
10.14
|
|
Separation and General Release Agreement, dated as of March 21, 2014, between Jeffrey M. Jagid and I.D. Systems, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of I.D. Systems, Inc. (File No. 001-15087) filed with the SEC on March 27, 2014).*
|
|
|
|
10.15
|
|
Severance Agreement, dated as of March 27, 2014, between Brett Kilpatrick and I.D. Systems, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of I.D. Systems, Inc. (File No. 001-15087) filed with the SEC on March 27, 2014).*
|
|
|
|
10.16
|
|
Sublease Agreement, dated as of July 14, 2011, by and between AirSure Limited, LLC, as Sublessor, and Asset Intelligence, LLC, as Sublessee (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended June 30, 2011 (File No. 001-15087) filed with the SEC on August 12, 2011).
|
|
|
|
10.17
|
|
Amendment No. 1 to Sublease Agreement, dated as of July 14, 2011, by and between AirSure Limited, LLC, as Sublessor, and Asset Intelligence, LLC, as Sublessee (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended June 30, 2011 (File No. 001-15087) filed with the SEC on August 12, 2011).
|
|
|
|
10.18
|
|
Guaranty of Sublease, dated as of July 14, 2011, made by I.D. Systems, Inc., in favor of AirSure Limited, LLC (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended June 30, 2011 (File No. 001-15087) filed with the SEC on August 12, 2011).
|
|
|
|
10.19
|
|
Purchase Agreement, dated as of August 22, 2011, by and between I.D. Systems, Inc. and Avis Budget Group, Inc. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of I.D. Systems, Inc. (File No. 001-15087) filed with the SEC on August 23, 2011).
|
|
|
|
10.20
|
|
Warrant to Purchase Common Stock (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of I.D. Systems, Inc. (File No. 001-15087) filed with the SEC on August 23, 2011).
|
|
|
|
21.1
|
|
List of Subsidiaries (filed herewith).
|
|
|
|
23.1
|
|
Consent of EisnerAmper LLP (filed herewith).
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
32.2
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
|
101.INS
|
|
XBRL Instance Document.**
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.**
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.**
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.**
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.**
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.**
|
*
|
Management contract or compensatory plan or arrangement.
|
|
|
**
|
Furnished herewith. The Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
|