MAGNITUDE INFORMATION SYSTEMS INC - SB-2/A - 20041020 - SECURITIES_DESCRIPTION
DESCRIPTION OF CAPITAL STOCK
Magnitude is currently authorized by its Certificate of Incorporation to issue
an aggregate 203,000,000 shares of capital stock, including 200,000,000 shares
of common stock, $.0001 par value per share of which 110,381,323 were issued and
outstanding as of August 17, 2004 and 3,000,000 shares of Preferred Stock, $0.01
par value per share of which: 2,500 shares have been designated as Cumulative
Preferred Stock, par value $0.0001 per share, of which 1 share was outstanding
as of August 17, 2004, 300,000 shares have been designated as Series A Senior
Convertible Preferred Stock (the "Series A Stock"), $0.001 par value per share
of which 29,300 were issued and outstanding as of August 17, 2004; 350,000
shares have been designated as Series B Senior Convertible Preferred Stock (the
"Series B Stock"), par value $0.001 per share, of which no shares were
outstanding as of August 17, 2004, 120,000 shares have been designated as Series
C Senior Convertible Preferred Stock (the "Series C Stock") par value $0.001 per
share of which 100,000 shares were outstanding as of August 17, 2004; 500,000
shares have been designated as Series D Senior Convertible Preferred Stock (the
"Series D Stock"), $.001par value per share of which 63,890 were issued and
outstanding as of August 17, 2004 and; 500,000 shares have been designated as
Series E Senior Convertible Preferred Stock (the "Series E Stock"), $.001 par
value per share of which 93,667 were issued and outstanding as of August 17,
2004.
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Subject to the rights
and preferences of the holders of any outstanding Preferred Stock, the holders
of Common Stock are entitled to receive ratably such dividends as are declared
by the Board of Directors out of funds legally available therefor. In the event
of a liquidation, dissolution or winding-up of the Company, holders of Common
stock have the right to a ratable portion of assets remaining after the payment
of all debts and other liabilities of the Company, subject to the liquidation
preferences, if any, of the holders of any outstanding Preferred Stock. Holders
of Common Stock have neither preemptive rights nor rights to convert their
Common Stock into any other securities and are not subject to future calls or
assessments by the Company. There are no redemption or sinking fund provisions
applicable to the Common stock. The rights, preferences and privileges of the
holders of Common Stock may be subject to, and may be adversely affected by, the
rights of the holders of shares of Preferred Stock that the Company may
designate and issue in the future. Preferred Stock
The Board of Directors of the Company authorized the issuance of (1) up to
300,000 shares of Preferred Stock designated as Series A Senior Convertible
Preferred Stock of which 29,300 shares were issued and outstanding as of August
17, 2004 (the "Series A Stock"); (2) up to 350,000 shares of Preferred Stock
designated as Series B Senior Convertible Preferred Stock (the "Series B Stock')
of which no shares were outstanding as of August 17, 2004, (3) up to 120,000
shares of Preferred Stock designated as Series C Senior Convertible Preferred
Stock (the "Series C Stock") of which 100,000 shares were outstanding as of
August 17, 2004; (4) up to 500,000 shares of Preferred Stock designated as
Series D Senior Convertible Preferred Stock (the "Series D Stock") of which
63,890 shares were outstanding as of August 17, 2004, and; (5) up to 500,000
shares of Preferred Stock designated as Series E Senior Convertible Preferred
Stock (the "Series E Stock") of which 93,667 shares were outstanding as of
August 17, 2004.
THE SERIES A STOCK
The Series A Stock has no voting rights and their holders do not have a right to
cast a vote on shareholder matters. The holders of Series A Stock are entitled
to receive semi-annual cumulative dividends before any dividends are declared
and paid upon the Common Stock, but on par with the holders of any Series B
Stock and Series C Stock, calculated against their liquidation price of $5.00
per share at the rate of 7% annually during the first year of their issuance,
increasing thereafter in increments of 1/2 of 1% per year for the next six years
when the interest rate is fixed at 10% annually. In the event of a liquidation,
dissolution or winding up of the affairs of Magnitude and after payment of its
debts and liabilities, the holders are entitled to be paid out of the remaining
assets a liquidation price of $5.00 per share of Series A Stock, on an equal
basis with the holders of any Series B Stock and Series C Stock.
Magnitude has the right to redeem or buy back part or all of the Series A Stock
three years after their issuance by paying to the holders the liquidation price
($5.00 per share), any accumulated but unpaid dividends and a payment (a "call
premium") equal to 15% of the liquidation price. Holders of the Series A Stock
can convert their shares into Magnitude Common stock at a conversion rate equal
to 150% of the "market price" of Magnitude's Common Stock at the time of
conversion. "Market price" is based upon the average bid and asked prices for
Magnitude's Common Stock as quoted by the then stock exchange during the 20
consecutive trading day period immediately preceding the conversion.
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THE SERIES B STOCK
The Series B Stock has no voting rights and their holders do not have a right to
cast a vote on shareholder matters. The holders of Series B Stock are entitled
to receive semi-annual cumulative dividends before any dividends are declared
and paid upon the Common Stock, but on a par with the holders of any Series A
Stock and Series C Stock, calculated against their liquidation price of $9.00
per share at the rate of 7% annually. In the event of a liquidation, dissolution
or winding up of the affairs of Magnitude and after payment of its debts and
liabilities, the holders are entitled to be paid out of the remaining assets a
liquidation price of $9.00 per share of Series B Stock, on an equal basis with
the holders of any Series A Stock and Series C Stock. Magnitude has the right to
redeem or buy back part or all of the Series B Stock three years after their
issuance by paying to the holders the liquidation price ($9.00 per share), any
accumulated but unpaid dividends and a payment (a "call premium") equal to 10%
of the liquidation price. Holders of the Series B Stock can convert their shares
into Magnitude Common Stock on the basis of 10 shares of Common stock for one
share of Series B Stock at any time.
THE SERIES C STOCK
The Series C Stock has no voting rights and their holders do not have a right to
cast a vote on shareholder matters. The holders of Series C Stock are entitled
to receive monthly cumulative dividends before any dividends are declared and
paid upon the Common Stock, but on par with the holders of any Series A Stock
and Series B Stock, calculated against their liquidation price of $9.00 per
share at the rate of 7% annually. In the event of a liquidation, dissolution or
winding up of the affairs of Magnitude and after payment of its debts and
liabilities, the holders are entitled to be paid out of the remaining assets a
liquidation price of $9.00 per share of Series C Stock, on an equal basis with
the holders of any Series A Stock and Series B Stock. Magnitude has the right to
redeem or buy back part or all of the Series C Stock three years after their
issuance by paying to the holders the liquidation price ($9.00 per share), any
accumulated but unpaid dividends and a payment (a "call premium") equal to 10%
of the liquidation price. Holders of the Series C Stock can convert their shares
into Magnitude Common Stock on the basis of 10 shares of Common stock for one
share of Series C Stock at any time.
THE SERIES D STOCK
The Series D Stock has no voting rights and their holders do not have a right to
cast a vote on shareholder matters. The holders of Series D Stock are entitled
to receive semi-annually cumulative dividends before any dividends are declared
and paid upon the Common Stock, but on par with the holders of any Series A
Stock, Series B Stock and Series C Stock calculated against their respective
stated value per share at the rate of 7% semi-annually. In the event of a
liquidation, dissolution or winding up of the affairs of Magnitude and after
payment of its debts and liabilities, the holders are entitled to be paid out of
the remaining assets a liquidation price equal to their stated value for the
Series D Stock, on an equal basis with the holders of any Series A Stock, Series
B Stock and Series C Stock. Magnitude has the right to redeem or buy back part
or all of the Series D Stock three years after their issuance by paying to the
holders the stated value thereof, any accumulated but unpaid dividends and a
payment (a "call premium") equal to 10% of the stated value. Holders of the
Series D Stock can convert their shares into Magnitude Common stock on the basis
of 10 shares of Common stock for one share of Series D Stock at any time.
SERIES E STOCK
The Series E Stock has no voting rights and their holders do not have a right to
cast a vote on shareholder matters. The holders of Series E Stock are entitled
to receive cumulative dividends before any dividends are declared and paid upon
the Common Stock and any other Magnitude Preferred Stock, calculated against its
stated value per share at the rate of 6% annually. In the event of a
liquidation, dissolution or winding up of the affairs of Magnitude and after
payment of its debts and liabilities, the holders are entitled to be paid out of
the remaining assets a liquidation price equal to their stated value for the
Series E Stock, on an equal basis with the holders of any Series A Stock, Series
B Stock, Series C Stock and Series D Stock. Each outstanding share of Series E
Stock shall automatically convert into shares of Magnitude Common Stock on the
basis of one hundred (100) shares of Common Stock for one share of Series E
Senior Preferred six months after the date of their issuance.
CUMULATIVE PREFERRED STOCK
The Company has designated 2,500 shares as "Cumulative Preferred Stock", of
which as of December 31, 2003, one share is issued and outstanding. The
Cumulative Preferred Stock is non-voting. Each share shall be entitled to
receive out of the surplus or net profits of the Company, cumulative dividends
thereon at the rate of $9,000 per year, payable quarterly, semi-annually, or
annually, as and when declared by the Board of Directors. The Cumulative
Preferred Stock shall, with respect to dividend rights, rights on liquidation,
winding up and dissolution and rights upon redemption, rank prior to all classes
and series of Common stock.
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BUSINESS
BACKGROUND
On June 24, 1997, the Company entered into an acquisition agreement whereby it
acquired substantially all of the outstanding stock of Proformix, Inc., a
Delaware corporation and manufacturer of ergonomic keyboarding systems.
Proformix, Inc. in November 1998 changed its name to Magnitude, Inc. and is
hereafter referred to as Magnitude, Inc. The business combination took the form
of a reverse acquisition. The Company and Magnitude, Inc. remain as two separate
legal entities whereby Magnitude, Inc. operates as a subsidiary of Magnitude
Information Systems, Inc.. The operations of the newly combined entity are
currently comprised solely of the operations of Magnitude, Inc.
On February 2, 1998, the Company entered into an Agreement and Plan of Merger
with Rolina Corporation, a privately held New Jersey software developing firm,
and on April 30, 1998, into an Asset Purchase Agreement with Vanity Software
Publishing Co., a Canadian developer of specialized software, whereby the
Company, in return for payments in form of cash and equity, acquired the rights
to certain software products and related assets, with such software products
subsequently forming the basis for the further development during the year of
the Company's proprietary ErgoManagerTM software product.
As of August 17, 2004, there were outstanding 110,381,323 common shares, 1
Cumulative Preferred Share, 29,300 shares of Series A Stock, no shares of Series
B Stock, 100,000 shares of Series C Stock, 63,890 shares of Series D Stock and
93,667 shares of Series E Stock.
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NARRATIVE DESCRIPTION OF BUSINESS
Until November 18, 1998, when the Company sold its hardware product line
comprised of Magnitude, Inc.'s ergonomic keyboard platform products and
accessories, its business was primarily centered around the design, manufacture,
and marketing of accessory products for the computerized workplace. In parallel,
and beginning with the February 1998 acquisition by the Company of Rolina
Corporation, an early stage software business which had developed an ergonomic
software product that was being marketed under the name "ErgoSentry", and the
subsequent acquisition in May 1998 of substantially all of the assets of Vanity
Software Publishing Corporation, a Canadian software firm, which also included a
certain ergonomic software package known as "ErgoBreak", the Company engaged in
the development of a unique suite of software packages designed to increase
productivity and prevent repetitive stress injury in the computer-related work
environment which include the before mentioned "ErgoSentry" and "ErgoBreak"
products. These efforts resulted, in November 1998, in the completion of the
initial release of the proprietary ErgoManager(TM) software system. The
Company's business is now focused exclusively on the further development and
promotion of these and other software products. The Company has applied for
several patents for its products, and has recently received a Notice of
Allowance from the U.S. Patent and Trademark Office on its application relative
to certain core inventions within its ErgoManager(TM) system. The Company has
not yet realized material revenues from licensing its software. With new
products targeted at relatively new markets the Company currently must be
considered an enterprise in transition.
As the utilization of computers in the office has increased significantly in the
last decade, so has the rate of health problems believed to be related to the
use of computers. Computer ergonomics focuses on optimizing the design of
technology involved in the utilization of computers in the office, and also
attempts to affect the manner in which people interact with computers, so as to
minimize the associated health risks. A successful technology delivery system
positively impacts the cost of doing business by improving the comfort,
productivity, job satisfaction and safety of the computer user, while reducing
the costs of absenteeism and work related disability.
Repetitive stress injury (RSI) is a classification of diseases caused by the
excessive use of joints. It is a sub-classification of Cumulative Trauma
Disorders (CTDs). One common form of RSI is Carpal Tunnel Syndrome (CTS) which
can be caused by excessive typing, among other activities, and can be aggravated
by deficient - in the ergonomic sense - equipment and inappropriate work habits.
The carpal tunnel is a channel in the wrist where tendons and the median nerve
connect the arm to the hand. Through excessive use, the tendons become swollen
and pinch the nerve. RSI accounts for a large portion of work-related illnesses,
and the incidence of RSI is expected to grow as the number of people operating
keyboards increases. The impact of RSI is measured not only in the pain and
suffering of its victims, but also in time lost from work and medical costs.
The Company's proprietary software products are designed to help businesses deal
with potentially preventable repetitive stress injuries, by real-time monitoring
of keyboarding activities, pro-active dialog with at-risk employees, and
strategic profiling and management of computer use throughout an organization.
During 1996, the issues of repetitive stress injuries and the potential of
liability to employers from the effects of carpal tunnel syndrome and other
RSI's on employees were forcibly brought to the forefront of corporate
consciousness through widely publicized suits involving a major computer maker.
The US Bureau of Labor Statistics reported that already in 1995, there were
approximately 70,000 cases of carpal tunnel syndrome and associated tendonitis,
and that 25% of all injuries that result in lost work time are due to repetitive
stress problems. They currently cost employers an estimated $20 billion a year
in workers' compensation claims. The federal government estimates an additional
$80 billion is lost in related costs such as absenteeism and reduced
productivity. Increased awareness of the health risks and associated costs led
the State of California to pass OSHA Title 8 which directs qualifying employers
to establish and implement a program designed to minimize RSI's. Such program
shall include work-site evaluation, control of exposures which have caused
RSI's, and training of employees. The Company's proprietary software products
deliver a comprehensive compliance tool. In a similar pursuit, the Clinton
Administration, in January 2000, proposed that on a federal level, preventive
guidelines be established, and the Occupational Safety and Health Administration
plans to issue pertinent regulations this year. The RSI issues in the United
States are mirrored in the rest of the developed world. The Company believes
that the growing recognition of these trends will give rise to a rapidly
expanding market for the Company's products.
THE INDUSTRY
The Company operates in only one business segment: the development, marketing,
and licensing of risk aversion and productivity enhancement software products
for the computerized workplace environment. More specifically, the Company
licenses highly sophisticated and proprietary software that provides computer
based training, work pacing and monitoring tools, as well as a computer
workstation assessment tool.
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Potential customers for the Company's products are businesses of all sizes, as
well as organizations and government departments and agencies that employ many
staff in computer-related functions. The software industry in general is
comprised of a remarkable variety of providers, ranging from small boutique-type
designers to large international corporations. The industry is characterized by
great dynamics, patterns of rapid growth and well-known success stories, but
also by a high degree of volatility and risk. As such, the Company with its
recent transition from the more stable environment of a supplier of ergonomic
(hardware) accessories, to a software house addressing a specialized market, has
entered new territory. Nevertheless, its chances for success, in management's
opinion, are greatly enhanced by the timeliness of the introduction of its
product into an increasingly receptive market, as described above.
The Company operates primarily in the United States of America, however, has
introduced a Portuguese language version of its software products for the
Brazilian market, and is preparing other language versions. The Company has not
yet derived any material revenues from the licensing or sale of its software
products, either domestically or in foreign markets.
PRODUCTS, PATENTS, TRADEMARKS
The Company's current primary product is a suite of seven proprietary software
modules marketed under the name ErgoManager(TM) which are designed to help
individual computer users and businesses deal with potentially preventable
repetitive stress injury (RSI). The seven software modules can be applied
individually or together in a comprehensive ergonomic and early intervention
program that seeks to modify a user's behavior by monitoring computer usage
patterns over time and warning the user when to break a dangerous trend in
repetitive usage of an input device, such as a keyboard or mouse. The product
was developed to train people working on computers, monitor computer-use related
activities and evaluate a user's risk exposure and propensity towards injury or
loss of effectiveness in connection with his/her day-to-day work. Moreover, the
package enables a company to not only address the issue of health risks
involving employees and to minimize resulting potential liabilities, but
delivers a powerful tool to increase overall productivity.
The system is highly customizable for management, staff and employees. All
components operate on any PC or workstation running the Microsoft Windows
operating system. The ErgoManager(TM) suite employs the International RULA
(Rapid Upper Limb Assessment) standard for compliance with California OSHA Title
The seven modules are described as follows:
ErgoSure : A postural risk-assessment tool that records how an employee is
working; it determines injury potential and suggests improvements. It also can
be used to evaluate workstation alternatives prior to purchase.
ErgoSentry(TM) : Employing patent-pending algorithms that measure rest against
work in real time, the non intrusive program informs users when to break from
high-risk trends (thresholds definable by the user or corporate safety officer)
when keyboarding or using a mouse. ErgoSentry also includes an "ErgoPak" video
or slides that depict correct workstation setup, posture and repetitive
stress-reducing exercises. Surveyor(TM) : An electronic surveyor used by
management to gather macro-information about employee populations and to gain a
clear understanding of equipment usage, discomfort and comfort patterns,
workstation configurations and employee habits. The ErgoSentry trademark has
been registered with the United States Patent and Trademark Office on September
12, 2000 providing legal protection for a ten year period through September 12,
2010.
UserNotes(TM) : An easy, effective means for employees to report workplace
discomfort so staff can address certain issues earlier, at lower cost and with
greater likelihood of success. UserNotes encourages a proactive approach.
Guardian : Captures the frequency of mouse clicks and activation of individual
keys, over time. It also can be used in a review process to assess attributes
such as ease-of-use among competing applications. Guardian also is a good
training tool. By measuring before-and-after results, Guardian can be used to
determine the type of training program needed, measure each program's
effectiveness and highlight needed improvements.
ErgoQuiz: An electronic testing system and awareness-building tool that measures
employees' understanding of ergonomic principles.
ErgoManager(TM) Analyzer: A comprehensive report writer and analysis tool for
manipulating, interpreting and evaluating the data collected in the ErgoSentry
module - on the workstation-, department-, and company level.
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In addition to the trademarks shown above which are owned by the Company,
Magnitude has applied for other product designators to be afforded trademark
protection, and has filed US Patent Application for certain design principles
underlying several of its proprietary software products, including a patent
application for its newest product, a new class of usage tracking and data
collection software that is directed towards e-commerce and a wide range of
other Internet related applications. There can be no assurance, however, that
such patents will be granted or, if granted, that a third party will not design
products which perform the same or similar functions as the Company's products,
using technology other than that covered by the Company's patents.
PATENTS AND NEW PRODUCTS
ERGOSENTRY - PATENT ALLOWED:
A patent was issued to the Company on May 16, 2000 by the United States Patent
and Trademark Office. The patent covers various innovations including a proven
approach that helps computer users manage their activity to improve productivity
and reduce the risk of repetitive motion injuries. Entitled "Computer Activity
Monitoring Station", this patent provides protection under United States law
through January 7, 2017.
ERGOPAL INTRODUCED, PATENT PENDING:
New patent-pending ErgoPal software -- a work pacing tool that helps users
mitigate health risks and improve their productivity by gently alerting them to
increases in stress and fatigue which are occurring before they realize it.
BUSINESS STRATEGY
The most important prospective customers for the Company's products are medium
and large companies, organizations, and governmental departments and agencies
that have a relatively large staff working in computer-related functions. These
entities not only are more cognizant of the health risks and negative effect on
productivity associated with many of the traditional tools of the computerized
workplace and therefore tend to be more receptive to new remedial solutions and
alternatives based on the science of Ergonomics, but also have a significant
exposure in terms of legal liabilities if they fail to act addressing these
potential risks. On an on-going basis, the increasing costs of worker's
compensation insurance creates a growing incentive to deal with the underlying
causes.
With its new proprietary ergonomic software the Company offers a comprehensive
and effective tool for corporate clients to address the three major issues
involved: (a) employee wellness, (b) cost containment and productivity
enhancement, and (c) potential legal liabilities. While certain portions of the
ErgoManager(TM) software suite have been previously marketed as individual
modules, the release to the market, in November 1998, of an overall integrated
solution in form of the ErgoManager(TM) system constituted a novel approach.
Since that time, the product has been installed by a growing number of corporate
and institutional clients. For example, during fiscal year 2000 we acquired 43
new customers and in 2001, 36 new customers. Typically, in view of the new-ness
of product and market, such client initially purchases a license for a "pilot
version" of the software, functionally complete but limited to a smaller number
of users. After undergoing a process of familiarization and evaluation the
client is expected to upgrade to the intended ultimate number of users which, by
definition, should encompass all personnel exposed to the above described risks.
Many tests and evaluations by third parties have confirmed to the Company's
satisfaction that its product is mature, stable, and effective. It is with a
high degree of confidence, therefore, that the Company expects many of the
ongoing trial installations to lead to larger enterprise orders and, thereby, to
the targeted revenue stream. The key to economic success therefore lies in a
comprehensive marketing approach that carries the Company's message to the
largest possible number of prospective clients. Since its own financial
resources are limited, the Company embarked on a strategy to seek marketing
partnerships with entities and individuals in the risk management industry.
The Company intends to continue developing strategic marketing relationships
with leading business consultants, to broaden its distribution channels to
include tiered marketing arrangements, and to strengthen its direct sales force
and support organization, thereby focusing on a marketing approach which
emphasizes the advantages that accrue to a business from the unique combination
of risk management and productivity enhancement tools provided by
ErgoManager(TM).
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RESEARCH AND DEVELOPMENT
The Company has invested considerable resources in the further development of
the overall ErgoEnterprise (TM) system and related product documentation and
marketing collateral materials. In late summer 1997, the first official version
of ErgoEnterprise (TM), Version 1.78, was released, followed by yearly upgrades
since then. The Company is currently shipping Version 5.5 which was released in
February, 2004.
The Company has expensed all expenditures related to the above efforts. Such
expenses totaled approximately $228,000 for the year ended December 31, 2003 and
$183,000 for the year ended December 31, 2002.
MAJOR UNIVERSITY STUDY
Alan Hedge, Phd,, Professor of Ergonomics at Cornell University, in
collaboration with Scott J. Evans, Manager of Facilities and ESH at Lockheed
Martin Enterprise Information Systems, authored a Cornell University study
testing the effects of using "ErgoManager", the Company's ergonomic management
system ("EMS"), an ergonomic work pacing software, on 56 Lockheed Martin
computer software programmers at that company's Orlando, Florida facility (the
"Study"). Professor Hedge serves as the Chairman of the Company's Ergonomics
Advisory Board and is a shareholder of the Company. In accordance with the
policy of Cornell University, neither the results of the Study nor the fact of
its publication, constitutes an endorsement by Cornell University of the
Company's ErgoManager or EMS software products used in the Study.
The performance of the 56 studied-test participants was passively monitored
using the EMS software for four weeks to establish a baseline, without
activating the ErgoManager's icons at rest break capabilities. Following this
initial four-week period, the full capabilities of ErgoManager were activated
for all participants and their work performance was monitored for a further
four-week period. Full activation permitted the EMS software to coach users to
take periodic microbreaks throughout the workday depending upon their work rate.
The results of the Study displayed a significant 59% improvement in work
accuracy following the activation of ErgoManager and the EMS software. The Study
further disclosed that there was no difference in total keystrokes or in mouse
use during either the initial four-week baseline period or the following
four-week ErgoManager activation period, confirming previous research showing
that alerting keyboard users to take more short rest and break periods did not
impair their overall keystroke and mouse use but did improve their work
accuracy. The Study proposed that further studies of this type of ergonomic
workflow software could prove useful and beneficial in evaluating the effects of
microbreaks on participants who are experiencing musculoskeletal problems and in
quantifying the performance benefits of this software for a larger number of
workers over a longer period.
Economic analysis showed that in this Study the performance benefits alone that
accrued from using ErgoManager's ergonomic work pacing software would operate to
provide a return on investment in less than one-week. This Study is available to
the public on the Cornell University Website at :
http://ergo.human.cornell.edu/CUEHnews.html,and then clicking on the Study,
entitled "Ergonomic Management Software and Work Performance".
COMPETITION
Competitive pressures come from other ergonomic software products. Current
competitors of the Company, their product names and locations are as follows:
Company Product Name Location
------- ------------ --------
Great Attitudes, Inc. Compustretch Canada
ErgoWare ErgoWare RSI Manager San Diego, CA
Alen Jevsenak fit@work 3D Germany
Peak Technology Ltd. Kairos New Zealand
DITR Marketing, Inc. Mouse Tool California, USA
The key to ErgoManager winning the business appears to be finding someone at the
prospective client who understands ergonomic issues and can appreciate why
ErgoManager is a superior product.
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The Company has ascertained, based on customer comments, that the Company's
market share lead gives it the opportunity to be first to dominate this market
niche. However, this market is in its infancy and there are no real competitors
- higher or lower in cost compared to Magnitude - executing substantial
marketing communications. Magnitude is left to finance and develop the market on
its own.
The relatively small size of the existing marketplace , Magnitude, and its
competitors provides a window of opportunity for companies with substantial
resources to quickly enter and dominate the market, should they determine or
suspect rapid growth. While such a move could lessen Magnitude's opportunity to
be the overall market leader, it would greatly benefit the Company by drawing
attention to and building the market.
From a marketing and sales perspective, Magnitude and its products do not
currently have significant competition. There are several first and
second-generation keystroke counters and egg timers but they do not provide the
end user and the employer with the requisite compliance and usability that
ErgoManager brings to the table. First-generation, or "egg timer" methodology
focuses on counting time and then offering a typing break based upon a time
threshold. Second-generation, or "odometer" methodology employs the counting of
keystrokes and then offering a typing break based upon a total number of
keystrokes threshold. Third-generation technology, which we utilize in our
software, compares typing keystroke input over time to establish a correlation
of typing work and rest for individual users, which once established proceeds to
offer interrupting typing breaks based upon a user's typing patterns when typing
work and rest patterns deviate from the previously established norms. In all
comparisons, ErgoManager provides more features and better performance than
competitive products. The differences between ErgoManager and competing products
are substantial.
At this time, there is no significant competitor offering a product suite of
features comparable to ErgoManager. A number of competing products offer
rudimentary reporting capabilities. Magnitude's ErgoSentry is the only Third
Generation Workpacing software available today.
SEASONALITY AND DEPENDENCY
The industry segment in which the Company does business is not seasonal. The
Company's software related revenues until now have consisted primarily of
smaller orders for pilot projects and field tests. The Company's future success
is dependent upon its ability to follow up on such initial orders with
enterprise-wide contracts where corporate clients introduce the Company's
software products across the entire spectrum of computer workplaces throughout
their company or certain divisions. There can be no assurance that the Company
will succeed in doing so, or if it does succeed, that its business will generate
enough revenues during the coming periods, in a timely manner and sufficient in
scope, to finance and support the Company's planned future growth as expected by
management.
EMPLOYEES
As of December 31, 2003, the Company employed 11 persons, of whom six were
primarily engaged in research and development and software support activities,
three were primarily engaged in sales and marketing, and three in general
administrative and clerical functions. The Company has no collective bargaining
agreements with its employees.
PROPERTIES
On March 15, 2000, the Company entered a five year lease for approximately 6,000
square feet of office space at 401 State Route 24, Chester, New Jersey. This
lease agreement calls for monthly rental payments of $6,500 with nominal
increases after years No. 2, 3, and 4.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY STATEMENT PURSUANT TO "SAFE HARBOR" PROVISIONS OF SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934
Except for historical information, the Company's reports to the Securities and
Exchange Commission on Form 10-KSB and Form 10-QSB and periodic press releases,
as well as other public documents and statements, contain "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934. Forward-looking statements are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed or implied
by the statements. These risks and uncertainties include general economic and
business conditions, development and market acceptance of the Company's
products, and other risks and uncertainties identified in the Company's reports
to the Securities and Exchange Commission, periodic press releases, or other
public documents or statements.
Readers are cautioned not to place undue reliance on forward-looking statements.
The Company undertakes no obligation to republish or revise forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrences of unanticipated events.
RESULTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 2004
Our efforts during the quarter, to close some of the larger sales contracts for
a company-wide deployment of our software products at several large potential
clients, that we have been working on for some time now, have not met with
success as of the date of this report. We are continuing these efforts and are
still optimistic about ultimate success, however, cannot predict when this might
occur. We also continued with a program of co-marketing the Company's products
together with selected partners in the insurance and risk management industry.
The quarter ended June 30, 2004, showed revenues of $20,294, compared to $33,107
achieved in the second quarter of 2003. Revenues for the six months ended June
30, 2004, totaled $64,874, close to the $68,559 recorded in 2003 for the same
period.
Gross profits for the quarter amounted to negative $18,772, as a result of a
fixed charge for amortization of certain proprietary software assets. Such
software assets underlie the Company's products and are being amortized on a
straight line over 10 years, resulting in a level charge of approximately
$13,000 per month to cost-of-goods-sold. Our expense and cost structure was
essentially unchanged from prior periods, and, after deducting selling - and
general and administrative expenses of $527,342 which decreased by 13% over the
$607,875 recorded in 2003, the Company realized an operating loss of $546,097,
compared to an operating loss of $613,748 in 2003. Non-operating expenses
consisted of $3,406 net interest expense and a charge of $14,489 for a valuation
allowance on certain inventories. The period result was a net loss of $563,993,
with a total loss for the first six months of $1,266,506, compared to losses of
$638,360 and $ 1,322,776 respectively, for the same periods in 2003.
After accounting for dividend accruals on outstanding preferred stock which
totaled $56,873, and an accounting charge to capital for amortization of
discount for warrants issued in connection with the placement of certain
convertible stock which amounted to $779,026, the net loss for the quarter
applicable to common shareholders was $1,399,892 or $0.02 per share, compared to
a loss of $667,177 or $0.01 per share for the same quarter in the previous year.
RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003
The results for the fiscal year 2003 were affected by a continued severe
shortage of cash which necessitated a retrenchment in the pursuit of more
ambitious marketing plans. Previously planned sales and marketing projects were
partially compromised by the need to dedicate available management resources
towards securing new working capital in order to finance ongoing operations and
preserve the infrastructure and basis for growing the business in the future.
Only towards the end of the year was the Company in a position to accumulate
modest financial resources that would permit management to concentrate on
formulating and developing a more effective marketing strategy. Management is
cautiously optimistic that it has succeeded in identifying promising areas of
growth and a winning marketing approach that will reverse past year's sales
decline and result in significant revenue increases in the new fiscal year. An
entirely new marketing strategy has been developed that leverages the database
characteristics of our software products for the purpose of providing clients
with a unique management tool for control of operations and increase in
productivity. These efforts go hand-in-hand with a renewed program of
co-marketing the Company's products together with selected partners in the
insurance and risk management industry. Following these strategies, the Company
has entered into negotiations for company-wide deployment of its software
products with several well known large corporate clients; such discussions have
in some cases already resulted in pilot installations on divisional levels.
32
For the year ended December 31, 2003, the Company had revenues of $162,335,
considerably less than the $369,443 achieved in 2002. This decline was a
consequence of the above described detrimental factors. Revenues consisted of
$130,812 licensing fees for the Company's software products and $31,523 for
maintenance and support services.
Gross profits amounted to $6,388. Gross profits are burdened with a fixed charge
for amortization of certain proprietary software assets. Such software assets
underlie the Company's products and are being amortized on a straight line over
10 years, resulting in a level charge of approximately $13,000 per month to
cost-of-goods-sold. Owing to the fact that variable cost-of-goods-sold expenses
are less than 5%, the gross margins will increase with larger revenues, as the
portion of fixed expenses decreases relatively. After deducting selling -,
research -, and general and administrative expenses of $2,455,809 which
decreased by 20% from the $3,055,563 recorded in 2002, the Company realized an
operating loss of $2,449,421 compared to an operating loss of $2,847,990 in
2002. Non-operating income and expenses included $94,823 net interest expense,
$779 charges for losses on assets, and $3,745 in non-recurring income consisting
of extraordinary gains from the dissolution of certain prior year accruals. The
Company also realized a credit of approximately $209,000 from the sale of net
loss carry-forward tax credits pursuant to New Jersey Emerging Technology and
Biotechnology Financial Assistance Act. The year concluded with a net loss of
$2,337,881. After accounting for dividend accruals on outstanding preferred
stock which totaled $126,293, the net loss applicable to common shareholders was
$2,464,174 or $0.04 per share, compared to a loss of $2,763,104 or $0.06 per
share for the previous year.
The decrease in operating expenses is primarily the result of lesser
expenditures for sales staff expenses and certain marketing programs and of
efforts to curtail general and administrative expenses across the board.
Management is committed to review the merit of all activities with respect to
cost/benefit relations on an on-going basis and exercise due diligence in
day-to-day operations with the goal of further reducing all non-critical
expenditures.
LIQUIDITY AND CAPITAL RESOURCES AT JUNE 30, 2004
The cash reserves that were built up during the first quarter, augmented by
limited subsequent new equity placements, were sufficient to finance the
Company's operations during the second quarter. Such new equity placement
transactions resulted in the receipt of approximately $280,000 cash. The
issuances of new common and convertible preferred stock during the first six
months of the year, and anticipated issuance of further shares thereafter
necessitated an increase in the authorized number of common shares, for which
the Company obtained shareholder approval in June (see "Submission of Matters to
a Vote of Securities' Holders").
At June 30, 2004, the deficit in working capital amounted to $899,434, compared
to $619,182 at March 31, 2004. The cash flow from operations during the first
six months totaled approximately negative $966,000 and was financed by new
equity which was obtained through the placement of common and convertible
preferred stock with accredited private investors. Details of such transactions
can be found in the "Changes in Securities" section in this report and in the
Company's report on Form 10-QSB for the period ended March 31, 2004. In February
2004, the Company had filed a new registration statement on Form SB-2 and an
amendment to a previously filed registration statement on Form SB-2, both of
which covered common shares directly issued as well as common shares underlying
the previously issued convertible preferred stock and warrants, in connection
with these and prior financing transactions. These registrations were declared
effective by the Securities and Exchange Commission as of June 30, 2004.
At the time of this submission, the Company had no bank debt. At June 30, 2004
our short-term liabilities, aside from trade payables and accruals, included
certain notes aggregating $233,419 of which $99,890 was owed to the chairman and
chief executive officer of the Company in form of a demand note (see "Long Term
Debt"). Also included are 472,920 in accrued dividends, the majority of which on
outstanding series A, C, and D preferred stock which in view of the absence of
surplus funds management does not plan to liquidate in the immediate future.
Current cash reserves and net cash flow from operations expected during the near
future are inadequate when measured against present and anticipated future
needs. In order to remedy the resulting liquidity constraints and address any
"going-concern" issues, management is continuing discussions with several
financing sources with the goal of obtaining commitments for further investments
in form of debt or equity capital, to be funded during the upcoming quarter.
There can be no assurance, however, that these negotiations will lead to the
desired outcome.
33
LIQUIDITY AND CAPITAL RESOURCES FOR THE YEAR ENDED DECEMBER 31, 2003
As explained in more detail below, during 2003 management had to invest much
time to find new equity capital for financing the Company's ongoing operations.
Such efforts were successful in attracting approximately $1.7 million in new
equity funding in the form of cash, as well as converting approximately $466,000
debt into equity.
At December 31, 2003, the deficit in working capital amounted to $274,617 as
compared to $964,689 at December 31, 2002. Stockholders' equity showed an
impairment of $377,851 at the end of the year, compared to an impairment of
$336,918 at the beginning of the year. The negative cash flow from operations
totaled approximately $1.8 million and was substantially financed by new equity
which was obtained through private placements. The new equity placements were
consummated by issuance of common stock and convertible preferred stock to
accredited private investors in the United States and overseas. Details of such
transactions can be found in the "Changes and Issuance of Securities" sections
in the Company's reports on Form 10-QSB during the year, as well as in the
pertinent section of this report. In February 2004, the Company had filed a new
registration statement on Form SB-2 and an amendment to a previously filed
registration statement on Form SB-2, both of which covered common shares
directly issued as well as common shares underlying the previously issued
convertible preferred stock and warrants, in connection with these and prior
financing transactions. These filings are currently under review by the
Securities and Exchange Commission. During the first three months of 2004 and up
to the time of this submission, more recent equity financing transactions have
generated approximately $890,000 cash in the aggregate which was utilized to
finance operations during that period.
At the time of this submission, the Company had no bank debt. At December 31,
2003 its short-term liabilities, aside from trade payables and accruals,
consisted of certain notes and loans aggregating approximately $416,000 of which
approximately $239,000 was owed to the chairman and chief executive officer of
the Company in form of demand notes (see "Related Party Transactions"). All of
the long-term debt of approximately $100,000 was likewise owed to the chairman
and chief executive officer and evidences by a promissory note maturing in
January 2005.
Current cash reserves and net cash flow from operations expected during the near
future are inadequate when measured against present and anticipated future
needs. In order to remedy the resulting liquidity constraints and address any
"going-concern" issues, management is currently negotiating with several
financing sources with the goal of obtaining commitments for further investments
in form of debt or equity capital, to be funded during the upcoming quarter.
There can be no assurance, however, that these negotiations will lead to the
desired outcome.
Outlook
In the absence of sufficient capital funding management could not maintain any
meaningful marketing programs. Giving much wider exposure to the general public
of the nature and risks associated with repetitive stress injuries, and the
important role that the Company and its software products can play in this
environment by providing costs effective remedial solutions for these problems,
is an expensive but necessary undertaking. Until larger financial resources can
be made available all sales and marketing efforts must therefore be limited to
one-on-one direct sales efforts with a limited number of prospects. In doing so,
management will try to capitalize on certain visible success stories with well
known larger companies that have purchased and successfully utilized the
Company's products. This is a slow process that is expected to yield substantial
cash flows only
34
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 31, 2000, the Company and its President and Chief Executive Officer
agreed to convert a current liability payable to him in the amount of $374,890
into a Company obligation, of which $100,000 was subsequently classified as due
on demand, which was repaid in April 2002, with the remaining balance of
$274,890 maturing July 1, 2002. On February 19, 2002, the maturity of the term
portion of $274,890 was extended to July 2003, and the board of directors of the
Company approved a change in the conversion option towards a rate of $0.10 per
share. In January 2004, $175,000 was repaid and the maturity of the remaining
open balance of $99,890 was extended to January, 2005.
In January 2003, the Company and its President and Chief Executive Officer
agreed to convert most of his base salary for the remainder of the year 2003
into restricted common stock in lieu of cash at the rate of $0.10 per share, for
a total amount of $100,000.
During the first quarter in 2003, an outside director of the Company was awarded
a stock grant for 200,000 restricted common shares, for services rendered. The
same director converted $20,500 in accrued expenses incurred on behalf of the
Company, into 205,000 restricted shares.
During the first quarter in 2003, the Company's President and Chief Executive
Officer and an outside director of the Company extended cash advances to the
Company, totaling $92,500, repayable on demand and carrying interest at the rate
of 10% p.a.
During the second quarter in 2003, an outside director of the Company was
awarded a stock grant for 163,500 restricted common shares, for services
rendered.
During the second quarter in 2003, the Company's President and Chief Executive
Officer and an outside director of the Company extended cash advances to the
Company, totaling $151,500, repayable on demand and carrying interest at the
rate of 10% per annum.
In a meeting of the board of directors of the Company on May 29, 2003, in
consideration of the Company's President's role in augmenting available working
capital through salary conversion and direct cash loans, the board approved a
reduction in the exercise price of stock options for a total 4,147,917 shares
issued to him, from prices ranging from $0.50 to $1.00, to $0.10 per share.
During the fourth quarter in 2003, the Company granted restricted stock awards
totaling 2,025,000 common shares to five officers and directors of the Company.
In addition, two outside directors were granted restricted stock awards for
services rendered, of 9,971.67 preferred shares convertible into 997,167 common
shares and warrants for the purchase of 498,583 shares, exercisable during three
years at the price of $0.15 per share.
During 2003, one outside director of the Company who also serves as the
Company's general and securities counsel, was paid an aggregate $132,000 for
legal services. One other outside director was paid $14,900 for services
performed.
In January 2004, the Company and its President and Chief Executive Officer
agreed to convert most of his base salary for the remainder of the year 2004
into 16,667 shares of convertible preferred stock, convertible into 1,666,667
restricted common shares, and 833,333 warrants, exercisable during three years
at the price of $0.15 per share, in lieu of $100,000 cash. The Company also
repaid $239,088 notes payable due to this officer.
During the first quarter in 2004, an outside director of the Company was awarded
a stock grant for 150,000 restricted common shares, for services rendered. The
same director exercised an option for 250,000 restricted common shares at the
price of $0.01 per share which option was acquired by him in a private
transaction with an unrelated party.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT FEES
Rosenberg Rich Baker Berman & Company ("Rosenberg") billed us in the aggregate
amount of $39,947 and $39,399 for professional services rendered for their audit
of our annual financial statements and their reviews of the financial statements
included in our Forms 10-QSB for the year ended December 31, 2003 and December
31, 2002, respectively.
35
AUDIT-RELATED FEES
Rosenberg did not bill us for, nor perform professional services rendered for
assurance and related services that were reasonably related to the performance
of audit or review of the Company's financial statements for the fiscal years
ended December 31, 2003 and December 31, 2002.
TAX FEES
Rosenberg billed us in the aggregate amount of $3,073 and $11,640 for
professional services rendered for tax related services for the fiscal years
ended December 31, 2003 and December 31, 2002, respectively.
ALL OTHER FEES
The aggregate fees billed by Rosenberg for services rendered to the Company
during the last two fiscal years, other than as reported above, were $4,775 and
$2,720, respectively.
TRANSFER AGENT
The transfer agent for the Company is Securities Transfer Corporation, located
at 2591 Dallas Parkway, Suite 102, Frisco, Texas 75034.
ANNUAL REPORT
The Company intends to continue its practice of furnishing annual reports to its
shareholders containing financial statements audited by independent certified
public accountants.
36
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
(Unaudited)
ASSETS JUNE 30, 2004
-------------
Current Assets
Cash ...................................................................... $ 9,927
Accounts receivable, net of allowance for
doubtful accounts of $212 .............................................. 1,408
Miscellaneous receivables ................................................. 1,800
Inventories ............................................................... 12,428
Prepaid expenses .......................................................... 206,199
------------
Total Current Assets ................................................... 231,762
Property and equipment, net of accumulated
depreciation of $139,954 ............................................... 13,434
Software, net of accumulated amortization of $963,298 ..................... 543,992
Other assets .............................................................. 38,548
------------
TOTAL ASSETS ................................................................... 827,736
============
LIABILITIES AND STOCKHOLDERS' EQUITY (IMPAIRMENT)
LIABILITIES
Accounts payable and accrued expenses ..................................... 362,945
Deferred revenue .......................................................... 31,607
Dividends payable ......................................................... 472,920
Loans and notes payable ................................................... 100,000
Current maturities of long-term debt ...................................... 133,419
Current maturities of capitalized lease obligations ....................... 2,805
------------
Total Current Liabilities .............................................. 1,103,696
Capitalized lease obligations, less current portion ....................... 3,234
------------
TOTAL LIABILITIES .............................................................. 1,106,930
STOCKHOLDERS' EQUITY
Preferred Stock, $0.001 par value, non-voting, 3,000,000 shares authorized:
2,500 shares have been designated Cumulative Preferred Stock,
of which 1 share is issued and outstanding ................................ 0
300,000 shares have been designated Series A Convertible Preferred Stock,
350,000 shares have been designated Series B Convertible Preferred Stock,
120,000 shares have been designated Series C Convertible Preferred Stock,
500,000 shares have been designated Series D Convertible Preferred Stock,
500,000 shares have been designated Series E Convertible Preferred Stock,
of which a combined total 521,582 shares are issued and outstanding ....... 522
Common Stock, $0.0001 par value, 100,000,000 shares authorized,
83,292,141 shares are issued and outstanding .............................. 8,329
Additional paid-in capital ................................................ 26,293,818
Accumulated deficit ....................................................... (26,581,863)
------------
TOTAL STOCKHOLDERS' EQUITY ..................................................... (279,194)
TOTAL LIABILITIES AND EQUITY ................................................... $ 827,736
============
See notes to consolidated financial statements
37
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
------------ ------------ ------------ ------------
Total Revenues .................................... $ 20,294 $ 33,107 $ 64,874 $ 68,559
Cost of Goods Sold ........................... 39,066 38,980 78,021 77,967
------------ ------------ ------------ ------------
Gross Profit ...................................... (18,772) (5,873) (13,147) (9,408)
Selling expenses ............................. 111,412 139,049 229,649 293,645
Stock-based compensation ..................... 85,978 61,210 236,033 207,216
General & administrative expenses ............ 329,935 407,616 763,985 781,312
------------ ------------ ------------ ------------
Operating (Loss) .................................. (546,097) (613,748) (1,242,814) (1,291,581)
Misc. non-operating expenses ................. (14,489) -- (14,489) --
Interest expense, net ........................ (3,407) (24,612) (9,203) (31,195)
------------ ------------ ------------ ------------
Non-Operating (Expense) ........................... (17,896) (24,612) (23,692) (31,195)
------------ ------------ ------------ ------------
Net (Loss) before taxes ........................... (563,993) (638,360) (1,266,506) (1,322,776)
Provision for income taxes ................... 0 0 0 0
Net (Loss) ........................................ $ (563,993) $ (638,360) $ (1,266,506) $ (1,322,776)
============ ============ ============ ============
Dividends accrued on preferred stock .............. 56,873 28,817 114,253 57,634
Amortized discount on convertible
preferred stock .............................. 779,026 -- 1,495,462 --
Net (Loss) applicable to common shareholders ...... $ (1,399,892) $ (667,177) $ (2,876,221) $ (1,380,410)
============ ============ ============ ============
Loss per Common Share ............................. $ (0.02) $ (0.01) $ (0.04) $ (0.02)
============ ============ ============ ============
Weighted Average Number of
Common Shares Outstanding .................... 81,805,474 65,661,771 79,971,031 63,232,175
============ ============ ============ ============
See notes to consolidated financial statements
38
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30,
2004 2003
----------- -----------
Cash Flows from Operating Activities
Net (loss) ............................... $(1,266,506) $(1,322,776)
Adjustments to net (loss)
Depreciation and amortization ......... 82,982 93,456
Securities issued for expenses and debt 314,300 182,937
Decreases (increases) in Assets
Accounts receivable ................... 34,432 3,875
Miscellaneous receivables ............. -- 1,458
Inventories ........................... 14,489 30
Prepaid expenses ...................... (129,101) (87,057)
Other assets .......................... 10,577 --
Increases (decreases) in Liabilities
Deferred revenues ..................... 38,925 (3,198)
Change in prepayments ................. -- (14,075)
Accounts payable and accrued expenses . (66,069) 208,236
----------- -----------
Net Cash (Used) by Operating Activities ....... (965,971) (937,114)
Cash Flows from Investing Activities
Purchases of equipment and fixtures ...... (3,443) (1,885)
----------- -----------
Net Cash (Used) by Investing Activities ....... (3,443) (1,885)
Cash Flows from Financing Activities
Proceeds from loans and notes payable .... -- 316,763
Repayment of loans and notes ............. (282,851) (16,706)
Payment of dividends ..................... (900) --
Issuance of common and preferred stock ... 1,165,114 655,148
----------- -----------
Net Cash Provided by Financing Activities ..... 881,363 955,205
Net Increase (Decrease) in Cash ............... (88,051) 16,206
Cash at Beginning of Period ................... 97,978 9,976
----------- -----------
Cash at End of Period ......................... $ 9,927 $ 26,182
=========== ===========
See notes to consolidated financial statements
39
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Organization
Magnitude Information Systems, Inc. (the "Company" or "Magnitude")
was incorporated as a Delaware corporation on April 19, 1988 under
the name Fortunistics Inc. On November 18, 1998, the Company changed
its name to Magnitude Information Systems, Inc.
The Company's primary product is an integrated suite of proprietary
software modules marketed under the name ErgoManager(TM) which are
designed to help individual computer users and businesses increase
productivity and reducE the risk of potentially preventable
repetitive stress injury (RSI). These software modules can be
applied individually or together in a comprehensive ergonomic and
early intervention program that seeks to modify a user's behavior by
monitoring computer usage patterns over time and warning the user
when to break a dangerous trend in repetitive usage of an input
device, such as a keyboard or mouse. The product was developed to
train people working on computers, monitor computer-use related
activities and evaluate a user's risk exposure and propensity
towards injury or loss of effectiveness in connection with his/her
day-to-day work. Moreover, the software enables a company to not
only address the issue of health risks involving employees and to
minimize resulting potential liabilities, but delivers a powerful
tool to increase overall productivity.
On June 24, 1997, the Company extended a stock exchange offer to the
shareholders of Magnitude, Inc., a Delaware corporation and
manufacturer of ergonomic keyboarding systems. At the time of this
submission, holders of 99.4% of Magnitude, Inc. common stock have
tendered their shares. The remaining Magnitude, Inc. shareholders
hold a minority interest which is valued at $0. The Company and
Magnitude, Inc. remain as two separate legal entities whereby
Magnitude, Inc. operates as a subsidiary of Magnitude Information
Systems, Inc. The operations of the combined entity are currently
comprised solely of the operations of Magnitude, Inc.
Basis of Presentation
The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial statements and with the
instructions to Form 10-QSB and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and
disclosures required for annual financial statements. These
financial statements should be read in conjunction with the
consolidated financial statements and related footnotes included in
the Company's annual report on Form 10-KSB for the year ended
December 31, 2003 and its quarterly report on Form 10-QSB for the
period ended March 31, 2004.
In the opinion of the Company's management, all adjustments
(consisting of normal recurring accruals) necessary to present
fairly the Company's financial position as of June 30, 2004, the
results of operations for the three and six months ended June 30,
2004 and 2003, and the cash flows for the six months ended June 30,
2004 and 2003, have been included.
40
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
Principles of Consolidation
The consolidated financial statements include the accounts of
Magnitude Information Systems, Inc. and its subsidiary Magnitude,
Inc. All significant inter-company balances and transactions have
been eliminated.
Inventories
Inventory consists of finished goods that are stated at the lower of
cost (determined by the first-in, first out method) or market.
Depreciation and Amortization
Property and equipment are recorded at cost. Depreciation on
equipment, furniture and fixtures and leasehold improvements is
computed on the straight-line method over the estimated useful lives
of such assets between 3-10 years. Maintenance and repairs are
charged to operations as incurred. Software assets are capitalized
at the fair value of stock exchanged/granted upon acquisition and
are amortized on the straight-line method on a product-by-product
basis over the estimated economic life of the products which has
been determined to be 10 years.
Securities Issued for Services
The Company accounts for stock, stock options and stock warrants
issued for services and compensation by employees under the
intrinsic value method. For non-employees, the fair market value of
the Company's stock on the date of stock issuance or option/grant is
used. The Company determined the fair market value of the
warrants/options issued under the Black-Scholes Pricing Model.
Effective January 1, 1996, the Company adopted Statement of
Financial Accounting Standard (SFAS) No. 123, "Accounting for
Stock-based Compensation". The statement generally suggests, but
does not require, employee stock-based compensation transactions to
be accounted for based on the fair value of the services rendered or
the fair value of the equity instruments issued, whichever is more
reliably measurable. As permitted by the statement, the Company has
elected to continue to follow the requirements of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees' for employees under the intrinsic value method. The
adoption of SFAS No. 123 does not have a material impact on the
financial statements.
Income Taxes
The Company provides for income taxes based on enacted tax law and
statutory tax rates at which items of income and expenses are
expected to be settled in the Company's income tax return. Certain
items of revenue and expense are reported for Federal income tax
purposes in different periods than for financial reporting purposes,
thereby resulting in deferred income taxes. Deferred taxes are also
recognized for operating losses that are available to offset future
taxable income. Valuation allowances are established when necessary
to reduce deferred tax assets to the amount expected to be realized.
The Company has incurred net operating losses for
financial-reporting and tax-reporting purposes. Accordingly, for
Federal and state income tax purposes, the benefit for income taxes
has been offset entirely by a valuation allowance against the
related federal and state deferred tax asset for the year ended
December 31, 2003.
41
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
Net Loss Per Share
Net loss per share, in accordance with the provisions of Financial
Accounting Standards Board No. 128, "Earnings Per Share" is computed
by dividing net loss by the weighted average number of shares of
Common Stock outstanding during the period. Common Stock equivalents
have not been included in this computation since the effect would be
anti-dilutive.
Revenue Recognition
The Company's revenue recognition policy for software sales is in
accordance with Accounting Statement of Position 97-2. Revenue is
recognized at the time of licensing provided that the resulting
receivable position is deemed probable of collection and is fixed or
determinable. Revenue from software maintenance contracts is
recognized ratably as earned. Where a sales contract includes
multiple elements, revenues are allocated to the various elements
based on Company-specific objective evidence of fair value,
regardless of any separate prices for each element that may be
stated within the contract.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
GOING CONCERN
The ability of the Company to continue its operations is dependent on
increasing sales and obtaining additional capital and financing. In their
report for the fiscal year ended December 31, 2003, our auditors had
expressed an opinion that, as a result of the losses incurred, there was
substantial doubt regarding our ability to continue as a going concern.
The accompanying financial statements do not include any adjustments that
might be necessary if the Company were unable to continue as a going
concern. During the last two years and the first quarter in 2004 the
Company has relied on the private placement of its common and preferred
stock to fund its operations. Management's plans are to continue seeking
additional working capital through equity and debt placements with private
and institutional investors.
42
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
CONCENTRATIONS OF BUSINESS AND CREDIT RISK
The Company maintains cash balances in a financial institution which are
insured by the Federal Deposit Insurance Corporation up to $100,000.
Balances in these accounts may, at times, exceed the federally insured
limits.
The Company provides credit in the normal course of business to customers
located throughout the U.S. and overseas. The Company performs ongoing
credit evaluations of its customers and maintains allowances for doubtful
accounts based on factors surrounding the credit risk of specific
customers, historical trends, and other information.
PREPAID EXPENSES
The major positions in Prepaid Expenses at the end of the quarter included
$50,000 representing the value of the unamortized portion of part of the
Company's chief executive officer's base salary for the remainder of the
current year which was prepaid in January 2004 in the form of convertible
preferred stock and warrants, in lieu of cash (see "Related Party
Transactions"). Also included were approximately $85,000 representing the
value of restricted stock and options issued to certain consultants for
services to be rendered in the near future, and approximately $41,000
prepaid rent and insurance costs.
PROPERTY AND EQUIPMENT
Property and equipment consist of the following at June 30, 2004:
Equipment $ 81,157
Furniture and fixtures 72,230
---------
153,387
Less accumulated depreciation 139,953
---------
Total $ 13,434
=========
Depreciation expense charged to operations was $5,021 in the first six months of
2004 and $15,497 in the first six months of 2003.
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following at June 30,
2004:
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
DEFERRED REVENUES
Deferred revenues at June 30, 2004, consist of prepaid software
maintenance and support charges which are amortized ratably over the
remaining duration of the underlying maintenance agreements.
LOANS AND NOTES PAYABLE
At June 30, 2004, Magnitude, Inc. and the Company had borrowings under
short term loan agreements with the following terms and conditions:
On December 4, 1996, Magnitude, Inc. repurchased 500,000 shares of
its common stock and retired same against issuance of a promissory
note maturing twelve months thereafter accruing interest at 5% per
annum and due December 4, 1998. This note is overdue at June 30,
2004 and no demand for payment has been made. $ 75,000
At December 31, 1999 the Company had $1,475,000 of notes outstanding
related to a June 1995 private placement offering. During 2000 the
holders of $1,450,000 worth of notes agreed to accept partial
repayment of approximately 30% of the note balances and converted
the remaining balances into common shares or convertible preferred
shares. The total amount of non-converted notes outstanding at June
30, 2004 is $25,000. Attempts to locate the holder of this note, to
settle this liability, have been unsuccessful. 25,000
----------
Total $ 100,000
==========
LONG TERM DEBT
Long-term debt as of June 30, 2004, is comprised of the following:
Pursuant to the February 2, 1998, Agreement and Plan of Merger with
Rolina Corporation, the Company had issued 155,556 shares (the
"Shares") of its common stock to the principal of Rolina Corporation
who currently serves as the Company's Chief Executive Officer and
Board Chairman, and had issued a Put Option for such Shares at a
price of $2.41 per share in accordance with the provisions contained
therein, with notice for exercise eligible to be given at any time
after February 1, 2000, and before 5:00 p.m. on the 90th day
thereafter. This liability was converted into a Company obligation
for $274,890 maturing March 31, 2002 and a demand loan for $100,000
both carrying interest at the rate of 7% per year, subsequently
increased to 10%, payable monthly. The demand portion of this note
was repaid in April 2002 and the due date for $274,890 of the
remaining balance was extended to July 1, 2003. During the first
quarter of 2004, $175,000 was repaid and the maturity of the unpaid
balance was changed to January 1, 2005. The obligation includes an
option to the holder for conversion of the outstanding principal
into shares of the Company's convertible preferred stock and
warrants at the rate of $0.06 per common share equivalent. $ 99,890
Discounted present value of a non-interest bearing $70,000
settlement with a former investor of Magnitude, Inc. to be paid in
monthly payments commencing July 1, 1997. The imputed interest rate
used to discount the note is 8% per annum. This obligation is in
default. 33,529
----------
Total 133,419
Less current maturities 133,419
----------
Long-term debt, net of current maturities $ 0
==========
44
INCOME TAXES
At December 31, 2003, the Company had net operating loss carry-forwards
approximating $22,043,000 for federal income tax purposes which expire
between the years 2007 and 2023 and are subject to certain annual
limitations. At December 31, 2003, the Company has available approximately
$4,905,000 of net operating losses to carry-forward and which may be used
to reduce future state taxable income which expire December 31, 2010.
The Company's total deferred tax asset and valuation allowance at December
31, 2003 are as follows:
Total deferred tax asset, non-current $ 7,274,000
Less valuation allowance (7,274,000)
-----------
Net deferred tax asset $ --
===========
COMMITMENTS AND CONTINGENCIES
Lease Agreement
On March 15, 2000, the Company entered into a lease agreement for
office space which is utilized for the Company's principal offices.
Such lease commenced April 15, 2000 and expires on March 31, 2005
and requires monthly payments of $6,500 from April 15, 2000 through
March 31, 2002; of $6,695 thereafter through March 31, 2003; of
$6,896 thereafter through March 31, 2004; and of $7,103 thereafter
through March 31, 2005. In August 2002 the Company rented additional
office space at this location commencing September 1, 2002. The
add-on rental requires monthly payments of $1,955 throughout the
remainder of the original lease term.
45
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
COMMITMENTS AND CONTINGENCIES, continued
Under the lease agreement, the Company is required to make future minimum
lease payments as follows in addition to a pro-rata share of certain
operating expenses:
YEAR ENDING DECEMBER 31,
2004 84,615
2005 21,309
------------
Total $ 105,924
============
Employment Agreements
The Company has entered into employment agreements with certain key
personnel which provide for a base salary, yearly bonuses in common stock
and/or options of the Company and other benefits. Termination of the
agreements may be made by either party with advance notice.
RELATED PARTY TRANSACTIONS
In January 2004, the Company and its President and Chief Executive Officer
agreed to convert most of his base salary for the remainder of the year
2004 into 16,667 shares of convertible preferred stock, convertible into
1,666,667 restricted common shares, and 833,333 warrants, exercisable
during three years at the price of $0.15 per share, in lieu of $100,000
cash. The Company also repaid $239,088 notes payable due to this officer.
During the first quarter in 2004, an outside director of the Company was
awarded a stock grant for 150,000 restricted common shares, for services
rendered. The same director exercised an option for 250,000 restricted
common shares at the price of $0.01 per share which option was acquired by
him in a private transaction with an unrelated party.
46
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003
PAGE
Independent Auditors' Report.................................... 1
Financial Statements
Consolidated Balance Sheet................................. 2
Consolidated Statements of Operations...................... 3
Consolidated Statement of Stockholders Equity (Deficit).... 4-5
Consolidated Statements of Cash Flows...................... 6-7
Notes to the Consolidated Financial Statements............. 8-27
47
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003
PAGE
Independent Auditors' Report.................................... 1
Financial Statements
Consolidated Balance Sheet................................. 2
Consolidated Statements of Operations...................... 3
Consolidated Statement of Stockholders Equity (Deficit).... 4-5
Consolidated Statements of Cash Flows...................... 6-7
Notes to the Consolidated Financial Statements............. 8-27
[letterhead of Rosenberg Rich Baker Berman & Company 380 Foothill Road,
Bridgewater, New Jersey]
48
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Magnitude Information Systems, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheet of Magnitude
Information Systems, Inc. and Subsidiaries as of December 31, 2003 and the
related consolidated statements of operations, stockholders' equity (deficit),
and cash flows for the years ended December 31, 2003 and 2002. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Magnitude
Information Systems, Inc. and Subsidiaries as of December 31, 2003 and the
consolidated results of their operations and their cash flows for the years
ended December 31, 2003 and 2002, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in the notes to the
financial statements, the Company's significant operating losses raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Rosenberg Rich Baker Berman & Company
Bridgewater, New Jersey
March 5, 2004,
49
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2003
Assets
Current Assets
Cash $ 97,978
Accounts receivable, net of allowance for doubtful accounts of $212 35,840
Inventory 26,917
Miscellaneous receivables 1,800
Prepaid expenses 69,622
------------
Total Current Assets 232,157
Property and equipment, net of accumulated depreciation of $134,932 15,013
Software, net of accumulated amortization of $885,338 621,952
Deposits 23,783
Prepaid expenses, less current portion 32,818
------------
Total Assets 925,723
============
Liabilities and Stockholders' Equity (Impairment)
Current Liabilities
Accounts payable and accrued expenses 400,200
Deferred revenues 16,641
Deferred rental obligation 4,856
Dividends payable 359,568
Loans payable 75,000
Notes payable 132,851
Current maturities of long-term debt 208,419
Current maturities of capitalized lease obligations 2,805
------------
Total Current Liabilities 1,200,340
Capitalized lease obligations, less current portion 3,234
Long term debt, less current portion 100,000
------------
Total Liabilities 1,303,574
Commitments and Contingencies --
Stockholders' Equity (Impairment)
Preferred Stock, $.001 par value, non-voting, 3,000,000 shares authorized; 351,023
shares issued and outstanding 351
Common stock, $.0001 par value, 100,000,000 shares authorized; 77,213,808 shares issued
and outstanding 7,721
Discounts on preferred stock (630,896)
Additional paid in capital 23,950,614
Accumulated (deficit) (23,705,641)
------------
Total Stockholders' Equity (Impairment) (377,851)
------------
Total Liabilities and Stockholders' Equity (Impairment) $ 925,723
============
See notes to the consolidated financial statements.
50
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
----------------------------
2003 2002
------------ ------------
Net Sales
Hardware Products $ -- $ --
Software 162,335 369,443
------------ ------------
Total Net Sales 162,335 369,443
------------ ------------
Cost of Good Sold
Hardware Products -- 603
Software 155,947 161,267
------------ ------------
Total Cost of Goods Sold 155,947 161,870
------------ ------------
Gross Profit 6,388 207,573
------------ ------------
Research and development costs 12,892 64,847
Stock-based compensation 466,399 454,896
Selling, general and administrative expenses 1,976,518 2,535,820
------------ ------------
(2,449,421) (2,847,990)
Loss From Operations
------------ ------------
Other Income (Expense)
Miscellaneous income 3,745 75,719
Interest income -- 2,820
Interest expense (94,823) (48,946)
Loss on disposition of assets (779) (27,740)
------------ ------------
Total Other Income (Expense) (91,857) 1,853
------------ ------------
(2,541,278) (2,846,137)
Loss Before Provision for Income Taxes
Benefit from Income Taxes 203,397 203,464
------------ ------------
Net Loss $ (2,337,881) $ (2,642,673)
Dividends on Preferred Shares $ (126,293) $ (120,431)
------------ ------------
$ (2,464,174) $ (2,763,104)
Net Loss Applicable to Common Shareholders
============ ============
Net Loss Per Common Share (0.04) (0.06)
============ ============
Weighted Average of Common Shares Outstanding 66,962,744 44,509,412
============ ============
See notes to the consolidated financial statements.
51
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 2003 AND 2002
Convertible Cumulative
Preferred Convertible Preferred Shares Common Stock
---------------------------- --------------------------- ---------------------------
Shares Amount Shares Amount Shares Amount
------------ ------------ ------------ ------------ ------------ ------------
Balances, January 1, 2002 214,857 $ 215 1 $ -- 25,,711,403 $ 2,571
Conversion of convertible
preferred stock into common
stock (18,889) (19) -- -- 188,890 19
Issuance of common stock for
accrued dividends -- -- -- -- 353,854 36
Issuance of common stock for
stock awards -- -- -- -- 2,200,000 220
Issuance of options for
outside services -- -- -- -- --
Issuance of common stock
pursuant to exercise of options -- -- -- -- 262,500 26
Issuance of common stock
pursuant to exercise of
warrants -- -- -- -- 4,432,308
Issuance of common stock
pursuant to private equity
placements -- -- -- -- 19,651,500 1,965
Issuance of common stock
granted for private placement
finders' fees -- -- -- -- 226,000 23
Issuance of common stock
pursuant to conversion of
accounts payable -- -- -- -- 525,738 53
Issuance of common stock for
services performed -- -- -- -- 1,532,183 153
Isuance of common stock for
compensation -- -- -- -- 1,311,441 131
Net loss, year ended December
31, 2002 -- -- -- -- -- --
Dividends on convertible
preferred stock -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------
Balances, December 31, 2002 195,968 $ 196 1 $ -- 56,395,817 $ 5,640
============ ============ ============ ============ ============ ============
52
Total
Stock Additional Stockholders
Subscriptions Paid in Accumulate ' Equity
Receivable Capital Deficit (Deficit)
------------ ------------ ------------ ------------
Balances, January 1, 2002 $ -- 18,033,948 $(18,478,363) $ (441,629)
Conversion of convertible
preferred stock into common
stock -- -- -- --
Issuance of common stock for
accrued dividends -- 35,350 -- 35,386
Issuance of common stock for
stock awards -- 136,600 -- 136,600
Issuance of options for
outside services -- 56,771 -- 56,771
Issuance of common stock
pursuant to exercise of options -- 25,974 -- 26,000
Issuance of common stock
pursuant to exercise of
warrants 443 438,565 -- 439,008
Issuance of common stock
pursuant to private equity
placements (3,297) 1,857,065 -- 1,855,733
Issuance of common stock
granted for private placement
finders' fees -- 6,027 -- 6,050
Issuance of common stock
pursuant to conversion of
accounts payable -- 52,521 -- 52,574
Issuance of common stock for
services performed -- 133,255 -- 133,408
Isuance of common stock for
compensation -- 126,154 -- 126,285
Net loss, year ended December
31, 2002 -- -- (2,642,673) (2,642,673)
Dividends on convertible
preferred stock -- -- (120,431) (120,431)
------------ ------------ ------------ ------------
Balances, December 31, 2002 $ (3,297) $ 20,902,010 $(21,241,467) $ (336,918)
============ ============ ============ ============
See notes to the consolidated financial statements.
53
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 2003 AND 2002
Discount on
Convertible Cumulative Preferred
Preferred Shares Preferred Shares Stock
---------------------------- --------------------------- ------------
Shares Amount Shares Amount Amount
------------ ------------ ------------ ------------ ------------
Balances, January 1, 2003 195,968 $ 196 1 $ -- $ --
Issuance of convertible 130,834 131 -- -- (598,289)
preferred stock pursuant to
private equity placements
Issuance of convertible
preferred stock for services
performed and accr. interest 7,405 7 -- -- --
Issuance of preferred stock
pursuant to conversion of debt 19,593 20 -- -- (48,663)
Repurchase of preferred stock (2,778) (3) -- -- --
Receipt of stock subscription
receivable -- -- -- --
Issuance of common stock
pursuant to conversion of debt -- -- -- -- --
Issuance of common stock
pursuant to exercise of options -- -- -- --
Issuance of common stock
pursuant to exercise of warrants -- -- -- -- --
Issuance of common stock
pursuant to private equity
placements -- -- -- -- --
Issuance of common stock
granted for private placement
finders' fees -- -- -- -- --
Issuance of common stock
pursuant to conversion of
accounts payable -- -- -- -- --
Issuance of common stock for
services performed -- -- -- -- --
Issuance of common stock for
compensation -- -- -- -- --
Issuance of common stock for
stock awards -- -- -- -- --
Issuance of common stock for
services performed -- -- -- -- --
Issuance of warrants for
services performed -- -- -- -- --
Net loss, year ended December
31, 2003 -- -- -- -- --
Dividends on convertible
preferred stock -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Amortization of discount on
preferred stock -- -- -- -- 16,056
------------ ------------ ------------ ------------ ------------
Balances, December 31, 2003 351,022 $ 351 1 $ -- $ (630,896)
============ ============ ============ ============ ============
54
Stock Additional Total
Subscriptions Paid in Accumulated Stockholders'
Common Stock Receivable Capital Deficit Equity (Deficit)
--------------------------- ------------- ----------- ------------ ------------
Shares Amount
------------ ------------ ------------ ------------ ------------ ------------
Balances, January 1, 2003 56,395,817 $ 5,640 $ (3,297) $ 20,902,010 $(21,241,467) $ (336,918)
Issuance of convertible -- -- -- 1,357,560 -- 759,402
preferred stock pursuant to
private equity placements
Issuance of convertible
preferred stock for services
performed and accr. interest -- -- -- 44,225 -- 44,232
Issuance of preferred stock
pursuant to conversion of debt -- -- -- 166,203 -- 117,560
Repurchase of preferred stock -- -- -- (24,997) -- (25,000)
Receipt of stock subscription
receivable -- -- 3,297 -- -- 3,297
Issuance of common stock
pursuant to conversion of debt 220,000 22 -- 21,978 -- 22,000
Issuance of common stock
pursuant to exercise of options 81,000 8 -- 8,092 -- 8,100
Issuance of common stock
pursuant to exercise of warrants 3,552,752 355 -- 319,792 -- 320,147
Issuance of common stock
pursuant to private equity
placements 9,122,171 912 -- 646,480 -- 647,392
Issuance of common stock
granted for private placement
finders' fees 30,000 3 -- (3) -- --
Issuance of common stock
pursuant to conversion of
accounts payable 5620,533 62 -- 41,055 -- 41,117
Issuance of common stock for
services performed 3,828,035 383 -- 158,873 -- 159,256
Issuance of common stock for
compensation 1,000,000 100 -- 99,900 -- 100,000
Issuance of common stock for
stock awards 2,363,500 236 -- 105,554 -- 105,790
Issuance of common stock for
services performed -- -- -- 48,543 -- 48,543
Issuance of warrants for
services performed -- -- -- 55,349 -- 55,349
Net loss, year ended December
31, 2003 -- -- -- -- (2,337,881) (2,337,881)
Dividends on convertible
preferred stock -- -- -- -- (110,237) (110,237)
------------ ------------ ------------ ------------ ------------ ------------
Amortization of discount on
preferred stock -- -- -- -- (16,056) --
------------ ------------ ------------ ------------ ------------ ------------
Balances, December 31, 2003 77,213,808 $ 7,721 $ -- $ 23,950,614 $(23,705,641) $ (377,851)
============ ============ ============ ============ ============ ============
See notes to the consolidated financial statements
55
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
--------------------------
2003 2002
----------- -----------
Cash Flows From Operating Activities
Net Loss $(2,337,881) $(2,642,673)
Adjustments to Reconcile Net Loss to Net Cash Used by Operations
Depreciation and amortization 178,447 205,373
Common stock/options issued for various expenses 466,399 454,896
Loss on disposition of assets 779 2,741
Bad debt provision 30,905 20,029
Forgiveness of debt 3,745 75,719
Decreases (Increases) in Assets
Accounts receivable (20,952) 233,578
Miscellaneous receivables 1,929 4,471
Inventories 30 (26,947)
Prepaid expenses (3,052) 31,155
Other assets -- (1,955)
Increases (Decreases) in Liabilities
Accounts payable and accrued expenses (147,402) (209,446)
Deferred revenue 1,396 (220,675)
Deferred rental obligation (1,339) 1,050
Deposits payable (14,075) 14,075
----------- -----------
Net Cash Used by Operating Activities (1,841,071) (2,058,609)
----------- -----------
Cash Flows From Investing Activities
Purchases of equipment, fixtures, and software (3,695) (13,195)
Collections of loans -- 14,469
----------- -----------
Net Cash (Used) Provided by Investing Activities (3,695) 1,274
----------- -----------
Cash Flows From Financing Activities
Repayment of note payable -- (100,000)
Repayment of capital lease obligations (2,981) (7,956)
Proceeds from loans payable 183,323 25,000
Repayment of loans payable (44,793) (142,500)
Proceeds from officer loans 83,881 --
Proceeds from issuance of common and preferred stock 1,713,338 2,277,538
----------- -----------
Net Cash Provided by Financing Activities 1,932,768 2,052,082
----------- -----------
Net increase (decrease) in Cash 88,002 (5,253)
Cash at beginning of period 9,976 15,229
----------- -----------
Cash at end of period $ 97,978 $ 9,976
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest Paid $ 36,564 $ 35,418
=========== ===========
Taxes Paid $ 2,800 $ 1,080
=========== ===========
See notes to the consolidated financial statements
56
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
-----------------------------------
2003 2002
---------------- ----------------
Schedule of non-cash investing and financing activities
In connection with consideration for consulting services, stock options for 1,935,000
common shares were issued $ 48,543
===============
In connection with consideration for consulting and professional services, stock
warrants for 1,570,250 common shares were issued $ 55,349
===============
In connection with the retirement of a short-term loan, 220,000 common shartes were
issued $ 22,000
===============
In connection with the retirement of accounts payable, 30,235 common shares were issued $ 2,116
===============
In connection with consideration of current services, 7,781,833 common shares were
issued $ 404,047
===============
In connection with consideration of current services and accrued interest, 7,405
preferred shares were issued $ 44,232
===============
In connection with the retirement of a short-term loan, 19,593 preferred shares were
issued $ 117,560
===============
In connection with the purchase of equipment, a capitalized lease obligation resulted $ 8,509
===============
In connection with consideration for current goods/services, 5,026,124 common shares $ 398,125
were issued
================
In connection with consideration for past services, 526,849 common shares were issued $ 52,685
================
In exchange for accrued dividends on preferred stock, 353,854 common shares were issued $ 35,385
================
In connection with the retirement of accrued dividends on preferred stock, notes and
accounts payable, 463,890 common shares were issued $ 46,389
================
In connection with consideration of current services, stock options for 1,079,500
shares were issued $ 56,771
================
In exchange for prepaid rent, 78,000 common shares were issued $ 4,218
================
See notes to the consolidated financial statements.
57
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Organization
Magnitude Information Systems, Inc. (the "Company") was incorporated as a
Delaware corporation on April 19, 1988 under the name Fortunistics Inc. On
November 18, 1998, the Company changed its name to Magnitude Information
Systems, Inc.
The Company and Magnitude, Inc. are two separate legal entities whereby
Magnitude, Inc. operates as a subsidiary of the Company. However, the operations
of the combined entity are currently comprised solely of the operations of
Magnitude, Inc. The 1% of Magnitude, Inc. not owned by the Company constitutes a
minority interest which is valued at $0.
On January 15, 2000, the Company acquired all of the issued and outstanding
capital stock of Cornell Ergonomics, Inc. (Cornell) and Internet Ergonomics
Technologies Corp. (IET), privately held Delaware Corporations, whose only
property was comprised of certain proprietary ergonomic software modules, in
exchange for the Company's common stock. These modules were subsequently
transferred to the Company. The Company is currently in the process of
dissolving both Cornell and IET.
The Company's primary product is an integrated suite of proprietary software
modules marketed under the name ErgoManagerTM which are designed to help
individual computer users and businesses increase productivity and reduce the
risk of potentially preventable repetitive stress injury (RSI). These software
modules can be applied individually or together in a comprehensive ergonomic and
early intervention program that seeks to modify a user's behavior by monitoring
computer usage patterns over time and warning the user when to break a dangerous
trend in repetitive usage of an input device, such as a keyboard or mouse. The
product was developed to train people working on computers, monitor computer-use
related activities and evaluate a user's risk exposure and propensity towards
injury or loss of effectiveness in connection with his/her day-to-day work.
Moreover, the software enables a company to not only address the issue of health
risks involving employees and to minimize resulting potential liabilities, but
delivers a powerful tool to increase overall productivity.
Principles of Consolidation
The consolidated financial statements include the accounts of Magnitude
Information Systems, Inc. and its subsidiary, Magnitude, Inc. All significant
intercompany balances and transactions have been eliminated.
Depreciation
Property, plant and equipment are recorded at cost. Depreciation on equipment,
furniture and fixtures and leasehold improvements is computed on the straight
line method over the estimated useful lives of such assets between 5-10 years.
Maintenance and repairs are charged to operations as incurred. Repairs and
maintenance which do not extend the useful lives of the related assets are
expensed as incurred.
58
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)
Inventory
Inventory is stated at the lower of cost (first in, first out) or market value
and consists primarily of packaged software.
Amortization
Software assets are capitalized at the fair value of stock exchanged/granted
upon acquisition and are amortized on the straight line method on a
product-by-product basis over the estimated economic life of the products which
has been determined to be 10 years.
Advertising Costs
Advertising costs are charged to operations when incurred. Advertising expense
was $31,546 and $6,065 for the years ended December 31, 2003 and 2002,
respectively.
Evaluation of Long Lived Assets
Long-lived assets are assessed for recoverability on an ongoing basis. In
evaluating the fair value and future benefits of long-lived assets, their
carrying value would be reduced by the excess, if any, of the long-lived asset
over management's estimate of the anticipated undiscounted future net cash flows
of the related long-lived asset.
Securities Issued for Services
The Company accounts for stock, stock options and stock warrants issued for
services and compensation by employees under the intrinsic value method. For
non-employees, the fair market value of the Company's stock on the date of stock
issuance or option/grant is used. The Company determined the fair market value
of the warrants/options issued under the Black-Scholes Pricing Model and applied
a 50% discount due to the trading nature of the Company's stock. A similar
discount was utilized in valuing stock issued. Effective January 1, 1996, the
Company adopted Statement of Financial Accounting Standard (SFAS) No. 123,
"Accounting for Stock-based Compensation". The statement generally suggests, but
does not require, employee stock-based compensation transactions to be accounted
for based on the fair value of the services rendered or the fair value of the
equity instruments issued, whichever is more reliably measurable. As permitted
by the statement, the Company has elected to continue to follow the requirements
of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees' for employees under the intrinsic value method. The adoption of SFAS
No. 123 does not have a material impact on the financial statements.
Income Taxes
The Company provides for income taxes based on enacted tax law and statutory tax
rates at which items of income and expenses are expected to be settled in the
Company's income tax return. Certain items of revenue and expense are reported
for Federal income tax purposes in different periods than for financial
reporting purposes, thereby resulting in deferred income taxes. Deferred taxes
are also recognized for operating losses that are available to offset future
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized. The Company has
incurred net operating losses for financial-reporting and tax-reporting
purposes. Accordingly, for Federal and state income tax purposes, the benefit
for income taxes has been offset entirely by a valuation allowance against the
related federal and state deferred tax asset for the year ended December 31,
2003.
Net Loss Per Share
Net loss per share, in accordance with the provisions of Financial Accounting
Standards Board No. 128, "Earnings Per Share," is computed by dividing net loss
by the weighted average number of shares of Common Stock outstanding during the
period. Common Stock equivalents have not been included in this computation
since the effect would be anti-dilutive.
59
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)
Revenue Recognition
The Company's revenue recognition policy for software sales is in accordance
with Accounting Statement of Position 97-2. Revenue is recognized at the time of
licensing provided that the resulting receivable is deemed probable of
collection and is fixed or determinable. Revenue from software maintenance
contracts is recognized ratably as earned. When a sales contract includes
multiple elements, revenues are allocated to the various elements based on
Company - specific objective evidence of fair value, regardless of any separate
prices for each element that may be stated within the contract.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
GOING CONCERN
As shown in the accompanying financial statements, the Company incurred net
losses of $2,337,881 and $2,642,673 during the years ended December 31, 2003 and
2002, respectively. The ability of the Company to continue as a going concern is
dependent on increasing sales and obtaining additional capital and financing.
The financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern. Management's plans are
to continue discussions with several potential investors to obtain additional
capital in order to alleviate the situation.
CONCENTRATIONS OF BUSINESS AND CREDIT RISK
The Company maintains cash balances in several financial institutions which are
insured by the Federal Deposit Insurance Corporation up to $100,000. Balances in
these accounts may, at times, exceed the federally insured limits.
The Company provides credit in the normal course of business to customers
located throughout the U.S. The Company performs ongoing credit evaluations of
its customers and maintains allowances for doubtful accounts based on factors
surrounding the credit risk of specific customers, historical trends, and other
information.
PREPAID EXPENSES
Prepaid expenses are recorded in connection with common stock/options issued to
consultants for future services and are amortized over the period of the
agreement, ranging from one to two years.
PROPERTY AND EQUIPMENT
Property and equipment consist of the following at December 31, 2003:
Equipment $ 77,715
Furniture and fixtures 72,230
---------------
149,945
Less accumulated depreciation 134,932
---------------
$ 15,013
===============
Depreciation expense charged to operations was $22,529 and $49,454 in 2003 and
2002, respectively.
60
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following at
December 31, 2003:
LOANS PAYABLE
The Company and Magnitude, Inc. had borrowings under short term loan
agreements with the following terms and conditions at December 31, 2003:
On December 4, 1996, Magnitude, Inc. repurchased 500,000 shares of its
common stock and retired same against issuance of a promissory note
maturing twelve months thereafter accruing interest at 5% per annum and
due December 4, 1998. This note is overdue at
December 31, 2003 and no demand for payment has been made. $ 75,000
----------
Total $ 75,000
=========
NOTES PAYABLE
At December 31, 1999 the Company had $1,475,000 of notes outstanding
related to a June 1995 private placement offering. During 2000 the holders
of $1,450,000 worth of notes agreed to accept partial repayment of
approximately 30% of the note balances and converted the remaining
balances into common shares or convertible preferred shares. The total
amount of nonconverted notes outstanding at December 31, 2002 is $25,000.
Attempts to locate the holder of this note, $ 25,000 to settle this
liability, have been unsuccessful.
Cash advances by an officer of the company, payable on demand, carrying
interest at 10% per annum 64,088
Note dated June 2, 2003, due December 2, 2003, issued to a relative of a
director and carrying interest at the rate of 10% per annum. This note was
overdue at December 31, 2003, and was subsequently repaid in full in
January 2004. 43,763
----------
Total $ 132,851
==========
61
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
LONG-TERM DEBT
Long-term debt as of December 31, 2003 is comprised of the following:
Pursuant to the February 2, 1998, Agreement and Plan of Merger with Rolina
Corporation,
the Company had issued 155,556 shares (the "Shares") of its common stock
to the principal of Rolina Corporation who currently serves as the
Company's Chief Executive Officer and Board Chairman, and had issued a Put
Option for such Shares at a price of $2.41 per share in accordance with
the provisions contained therein, with notice for exercise eligible to be
given at any time after February 1, 2000, and before 5:00 p.m. on the 90th
day thereafter. This liability was converted into a Company obligation for
$274,890 maturing March 31, 2002 and a demand loan for $100,000 both
carrying interest at the rate of 7% per year, subsequently increased to
10%, payable monthly. The demand portion of this note was repaid in April
2002 and the due date for $274,890 of the remaining balance was extended
to July 1, 2003. Subsequently, the maturity of the unpaid balance was
changed to a portion of $174,890 payable on demand, and a portion of
$100,000 due and payable on January 2, 2005. The obligation includes an
option to the holder for conversion of the outstanding principal into
shares of the Company's common stock at the rate of $0.10 per share.
Subsequently, in January 2004, the entire demand portion of $174,890 was
repaid. $ 274,890
Discounted present value of a non-interest bearing $70,000 settlement with
a former investor of Magnitude, Inc. to be paid in 24 equal monthly
payments commencing July 1, 1997. The imputed interest rate used to
discount the note is 8% per annum. This obligation is in default. 33,529
-----------
308,419
Total
Less current maturities 208,419
-----------
Long-term debt, net of current maturities $ 100,000
===========
CAPITALIZED LEASE OBLIGATIONS
The Company leases office equipment under a non-cancelable capital lease
agreement expiring in January 2006. The capital lease obligation has been
recorded at the present value of future minimum lease payments, discounted at an
interest rate of 6.00%. The capitalized cost of equipment at December 31, 2003
amounted to $5,909 net of accumulated depreciation of $2,600.
The following is a schedule of minimum lease payments due under capital leases
at December 31, 2003:
Year Ending December 31, 2003
Total minimum capital lease payments $ 6,441
Less amounts representing interest 402
-----------
Present value of net minimum capital lease payments 6,039
Less current maturities of capital lease obligations 2,805
-----------
Obligations under capital leases, excluding current maturities $ 3,234
===========
62
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DEFERRED REVENUES
Deferred revenues at December 31, 2003, amounted to $16,641 related to prepaid
software maintenance and support charges which are amortized ratably over the
duration of the underlying maintenance agreements.
PREFERRED STOCK
Preferred stock is non-voting, $.001 par value per share with 3,000,000 shares
authorized. Cumulative Preferred Stock has 2,500 shares designated of which 1
share is issued and outstanding. The total Cumulative Preferred Stock at
December 31, 2003 is $0 with a liquidation price of $100,000. As of December 31,
2003, there was $9,000 of cumulative preferred dividends in arrears representing
$9,000 per cumulative preferred share.
Series A of the Senior Convertible Preferred Stock series which was issued in
2000 has 300,000 shares designated, 29,300 shares issued and outstanding. The
total outstanding Series A Senior Convertible Preferred Stock at December 31,
2002 is $29 with a liquidation price of $146,500. The following is a description
of the Series A convertible preferred stock:
(1) The holders of said shares of Series A Senior Preferred shall be entitled to
receive cumulative dividends at the rate of seven percent (7%) per annum during
the first annual period after issuance, increasing by increments of one half of
one percent for every year thereafter until the rate reaches ten percent (10%)
per annum at which time it will remain at 10% payable semi-annually when
declared by the Board of Directors, before any dividend shall be declared, set
apart for, or paid upon the Common Stock of the Company. The Dividend Rate shall
accrue on the Liquidation Price of each share of the Series A Senior Preferred.
The dividends on the Series A Senior Preferred, payable in cash, shall be
cumulative, so that if the Company fails in any fiscal year to pay such
dividends on all the issued and outstanding Series A Senior Preferred, such
deficiency in the dividends shall be fully paid, but without interest, before
any dividends shall be paid on or set apart for the Cumulative Preferred Stock
or the Common Stock.
(2) The Series A Senior Preferred shall with respect to dividend rights and
liquidation rights rank prior to all classes and series of Common Stock and the
Cumulative Preferred Stock, and on a par with the Series B and C Senior
Convertible Preferred Stock.
(3) In the event of any liquidation, of the Company, whether voluntary or
otherwise, after payment or provision for payment of the debts and other
liabilities of the Company, the holders of the Series A Senior Preferred shall
be entitled to receive, out of the remaining net assets of the Company, the
amount of Five ($5.00) dollars for each share of Series A Senior Preferred (the
"Liquidation Price") held of record by such holder, payable in cash or in shares
of stock, securities or other consideration, the value of which stock,
securities or other consideration shall be fixed by the Board of Directors, plus
the amount of all dividends in arrears on each such share up to the date fixed
for distribution, provided, however, that such remaining net assets are
sufficient to cover all the before mentioned payments and also like payments to
holders of Series B and C Senior Preferred, before any distribution shall be
made to the holders of Common Stock or Cumulative Preferred Stock of the
Company. In case such remaining net assets are insufficient to cover all such
payments to holders of Series A, B and C Senior Preferred, the holders of these
series shall receive payments on a pro rata basis.
63
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
PREFERRED STOCK - (CONTINUED)
(4) The Company shall have the right to redeem pro rata any or all of its Series
A Senior Preferred issued and outstanding at any time, with the Board of
Directors of the Company in its sole discretion deciding how many shares to
redeem, provided, however, that any such shares called for redemption have been
issued and outstanding for a minimum of three (3) years at the time of notice of
redemption to the holders of such shares, by paying to the holders thereof the
Liquidation Price for each share of Series A Senior Preferred held by such
holder plus a "call premium" of 15% of the Liquidation Price, together with the
amount of any accrued and unpaid dividends as may have accumulated thereon at
the time of redemption (the "Redemption Price").
(5) Each share of Series A Senior Preferred shall be convertible at any time
prior to the Redemption Date, at the holder's option, into such number (the
"Conversion Ratio") of shares of the Common Stock of the Company as arrived at
by dividing the Liquidation Price by one hundred fifty (150) percent of the
market price of the Common Stock of the Corporation ("Market Price") on the
earlier of the dates such share of Series A Senior Preferred is subscribed for
or issued (the "Effective Date").
As of December 31, 2003 there were $32,474 Series A Senior Convertible Preferred
share dividends accrued and unpaid representing $1.11 per share.
Series B of the Senior Convertible Preferred Stock series which was issued in
2000 has 350,000 shares designated, no shares issued and outstanding. The total
outstanding Series B Senior Convertible Preferred Stock at December 31, 2003 is
$0. The following is a description of the Series B Senior Convertible Stock:
(1) The holders of said shares of Series B Senior Preferred shall be entitled to
receive cumulative dividends thereon at the rate of seven percent (7%) per
annum, payable semi-annually when declared by the Board of Directors, before any
dividend shall be declared, set apart for, or paid upon the Common Stock of the
Company. The Dividend Rate shall accrue on the Liquidation Price of each share
of the Series B Senior Preferred. The dividends on the Series B Senior
Preferred, payable in cash, shall be cumulative, so that if the Company fails in
any fiscal year to pay such dividends on all the issued and outstanding Series B
Senior Preferred, such deficiency in the dividends shall be fully paid, but
without interest, before any dividends shall be paid on or set apart for the
Cumulative Preferred Stock or the Common Stock.
(2) The Series B Senior Preferred shall, with respect to dividend rights and
liquidation rights, rank prior to all classes and series of Common Stock and the
Cumulative Preferred Stock, and on a par with the Series A and C Senior
Convertible Preferred Stock.
(3) In the event of any liquidation of the Company, whether voluntary or
otherwise, after payment or providing for payment of the debts and other
liabilities of the Company, the holders of the Series B Senior Preferred shall
be entitled to receive, out of the remaining net assets of the Company, the
amount of nine ($9.00) dollars for each share of Series B Senior Preferred (the
"Liquidation Price") held of record by such holder, payable in cash or in shares
of stock, securities or other consideration, the value of which stock,
securities or other consideration shall be fixed by the Board of Directors, plus
the amount of all dividends in arrears on each such share up to the date fixed
for distribution, provided however, that such remaining net assets are
sufficient to cover all the before mentioned payments and also like payments to
holders of Series A and C Senior Preferred, before any distribution shall be
made to the holders of Common Stock or Cumulative Preferred Stock of the
Company. In case such remaining net assets are insufficient to cover all such
payments to holders of Series A, B and C Senior Preferred, the holders of these
series shall receive payments on a pro rata basis.
64
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
PREFERRED STOCK - (CONTINUED)
(4) The Company shall have the right to redeem pro rata any or all of its Series
B Senior Preferred issued and outstanding at any time, with the Board of
Directors of the Company in its sole discretion deciding how many shares to
redeem, provided, however, that any such shares called for redemption have been
issued and outstanding for a minimum of three (3) years at the time of notice of
redemption of the holders of such shares, by paying to the holders thereof the
Liquidation Price for each share of Series B Senior Preferred held by such
holder plus a "call premium" of 10% of the Liquidation Price, together with the
amount of any accrued and unpaid dividends as may have accumulated thereon at
the time of redemption (the "Redemption Price").
(5) Each share of Series B Senior Preferred shall be convertible at any time
prior to the Redemption Date, at the holder's option, into shares of Common
Stock of the Company on the basis of ten (10) shares of Common Stock for 1 share
of Series B Senior Preferred.
As of December 31, 2002 there were no Series B Senior Convertible Preferred
share dividends accrued and unpaid.
Series C of the Senior Convertible Preferred Stock series which was issued in
2000 has 120,000 shares designated, 100,000 shares issued and outstanding. The
total outstanding Series C Senior Convertible Preferred Stock at December 31,
2002 is $100 with a liquidation price of $900,000. The following is a
description of the Series C Senior Convertible Stock:
(1) The holders of said shares of Series C Senior Preferred shall be entitled to
receive cumulative dividends thereon at the rate of seven percent (7%) per
annum, payable monthly, before any dividend shall be declared, set apart for, or
paid upon the Common Stock of the Company. The Dividend Rate shall accrue on the
Liquidation Price (as hereinafter defined) of each share of the Series C Senior
Preferred. The dividends on the Series C Senior Preferred, payable in cash,
shall be cumulative, so that if the Company fails in any fiscal year to pay such
dividends on all the issued and outstanding Series C Senior Preferred, such
deficiency in the dividends shall be fully paid, but without interest, before
any dividends shall be paid on or set apart for the Cumulative Preferred Stock
or the Common Stock.
(2) The Series C Senior Preferred shall with respect to dividend rights and
liquidation rights rank prior to all classes and series of Common Stock and the
Cumulative Preferred Stock, and on a par with the Series A and B Senior
Convertible Preferred Stock.
(3) In the event of any liquidation of the Company, whether voluntary or
otherwise, after payment or provision for payment of the debts and other
liabilities of the Company, the holders of the Series C Senior Preferred shall
be entitled to receive, out of the remaining net assets of the Company, the
amount of nine ($9.00) dollars for each share of Series C Senior Preferred (the
"Liquidation Price") held of record by such holder, payable in cash or in shares
of stock, securities or other consideration, the value of which stock,
securities or other consideration shall be fixed by the Board of Directors, plus
the amount of all dividends in arrears on each such share up to the date fixed
for distribution, provided, however, that such remaining net assets are
sufficient to cover all the before mentioned payments and also like payments to
holders of Series A and B Senior Preferred, before any distribution shall be
made to the holders of Common Stock or Cumulative Preferred Stock of the
Company. In case such remaining net assets are insufficient to cover all such
payments to holders of Series A, B and C Senior Preferred, the holders of these
series shall receive payments on a pro rata basis.
65
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
PREFERRED STOCK - (CONTINUED)
(4) The Company shall have the right to redeem pro rata any or all of its Series
C Senior Preferred issued and outstanding at any time, with the Board of
Directors of the Company in its sole discretion deciding how many shares to
redeem, provided, however, that any such shares called for redemption have been
issued and outstanding for a minimum of three (3) years at the time of notice of
redemption to the holders of such shares, by paying to the holders thereof the
Liquidation Price for each share of Series C Senior Preferred held by such
holder plus a "call premium" of 10% of the Liquidation Price together with the
amount of any accrued and unpaid dividends as may have accumulated thereon at
the time of redemption (the "Redemption Price").
(5) Each share of Series C Senior Preferred shall be convertible at any time
prior to the Redemption Date, at the holder's option, into shares of Common
Stock of the Company on the basis of ten (10) shares of Common Stock for 1 share
of Series C Senior Preferred.
As of December 31, 2003 there were $189,000 Series C Senior Convertible
Preferred share dividends accrued and unpaid representing $1.89 per share.
Series D of the Senior Convertible Preferred Stock series which was issued in
2000 has 500,000 shares designated, 63,890 shares issued and outstanding. The
total outstanding Series D Senior Convertible Preferred Stock at December 31,
2003 is $64 with a liquidation price of $575,010. The following is a description
of the Series D Senior Convertible Stock:
(1) The holders of said shares of Series D Senior Preferred shall be entitled to
receive cumulative dividends thereon at the rate of seven percent (7%) per
annum, payable semi-annually when declared by the Board of Directors before any
dividend shall be declared, set apart for, or paid upon the Common Stock of the
Company. The Dividend Rate shall accrue on the Stated Value (the "Stated
Value"), which Stated Value shall be noted on the certificate issued to the
holder, of each share of the Series D Senior Preferred. The dividends on the
Series D Senior Preferred, payable in cash, shall be cumulative, so that if the
Company fails in any fiscal year to pay such dividends on all the issued and
outstanding Series D Senior Preferred, such deficiency in the dividends shall be
fully paid, but without interest, before any dividends shall be paid on or set
apart for the Cumulative Preferred Stock or the Common Stock.
(2) The Series D Senior Preferred shall with respect to dividend rights and
liquidation rights rank prior to all classes and series of Common Stock and the
Cumulative Preferred Stock, and on a par with the Series A, B and C Senior
Convertible Preferred Stock.
(3) In the event of any liquidation of the Company, whether voluntary or
otherwise, after payment or provision for payment of the debts and other
liabilities of the Company, the holders of the Series D Senior Preferred shall
be entitled to receive, out of the remaining net assets of the Company, an
amount equal to the Stated Value of each share of Series D Senior Preferred held
of record by such holder, payable in cash or in shares of stock, securities or
other consideration, the value of which stock, securities or other consideration
shall be fixed by the Board of Directors, plus the amount of all dividends in
arrears on each such share up to the date fixed for distribution, provided,
however, that such remaining net assets are sufficient to cover all the before
mentioned payments and also like payments to holders of Series A, B and C Senior
Preferred, before any distribution shall be made to the holders of Common Stock
or Cumulative Preferred Stock of the Company. In case such remaining net assets
are insufficient to cover all such payments to holders of Series A, B, C and D
Senior Preferred, the holders of these series shall receive payments on a pro
rata basis.
66
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
PREFERRED STOCK - (CONTINUED)
(4) The Company shall have the right to redeem pro rata any or all of its Series
D Senior Preferred issued and outstanding at anytime, with the Board of
Directors of the Company in its sole discretion deciding how many shares to
redeem, provided, however, that any such shares called for redemption have been
outstanding for a minimum of three (3) years at the time of notice of redemption
to the holders of such shares, by paying to the holders thereof the Stated Value
for each share of Series D Senior Preferred held by such holder plus a "call
premium" of 10% of the Stated Value, together with the amount of any accrued and
unpaid dividends as may have accumulated thereon at the time of redemption (the
"Redemption Price").
(5) Each share of Series D Senior Preferred shall be convertible at any time
prior to the Redemption Date, at the holder's option, into shares of Common
Stock of the corporation on the basis of ten(10) shares of Common Stock for 1
share of Series D Senior Preferred.
As of December 31, 2003 there were $129,094 Series D Senior Convertible
Preferred share dividends accrued and unpaid representing $2.02 per share.
Series E of the Senior Convertible Preferred Stock series which was issued in
2003 has 500,000 shares designated, 157,832 shares issued and outstanding. The
total outstanding Series E Senior Convertible Preferred Stock at December 31,
2003 is $158 with a liquidation price of $946,992. The following is a
description of the Series E convertible preferred stock:
(1) The holders of said shares of Series E Senior Preferred shall be entitled to
receive cumulative dividends at the rate of six percent (6%) per annum, payable
at the time said shares are converted into shares of common stock of the Company
and when declared by the board of Directors, before any dividend shall be
declared, set apart for, or paid upon the Common Stock and any other Preferred
Stock of the Company. The Dividend Rate shall accrue on the Stated Value, which
Stated Value shall be noted on the certificate issued to the holder of each
share of the Series E Senior Preferred. The dividends on the Series E Senior
Preferred, payable in cash, shall be cumulative, so that if the company fails in
any fiscal year to pay such dividends on all the issued and outstanding Series E
Senior Preferred, such deficiency in the dividends shall be fully paid, but
without interest, before any dividends shall be paid on or set apart for any
other class of Preferred Stock or the Common Stock.
(2) The Series E Senior Preferred shall with respect to dividend rights rank
prior to all classes and series of Common Stock, Cumulative Preferred Stock ,
and the Series A, B, C, and D Senior Convertible Preferred Stock and, with
respect to liquidation rights rank prior to all classes and series of Common
Stock, the Cumulative Preferred Stock, and be on a par with the Series A, B, C
and D Senior Convertible Preferred Stock.
(3) In the event of any liquidation, dissolution, or winding up of the affairs
of the Company, whether voluntary or otherwise, after payment or provision for
payment of the debts and other liabilities of the Company, the holders of the
Series E Senior Preferred shall be entitled to receive, out of the remaining net
assets of the Company, an amount equal to the Stated Value of each share of
Series E Senior Preferred held of record by such holder, payable in cash or in
shares of stock, securities or other consideration, the value of which stock,
securities or other consideration shall be fixed by the Board of Directors, plus
the amount of all dividends in arrears on each such share up to the date fixed
for distribution, provided, however, that such remaining net assets are
sufficient to cover all the before mentioned payments and also like payments to
holders of Series A, B, C and D Senior Preferred, before any distribution shall
be made to (1)
67
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
PREFERRED STOCK - (CONTINUED)
the holders of Common Stock or Cumulative Preferred Stock of the Company. In
case such remaining net assets are insufficient to cover all such payments to
holders of Series A, B, C, D and E Senior Preferred, the holders of these series
shall receive payments on a pro rata basis.
(4) The holders of said shares of Series E Senior Preferred shall not be
entitled to any voting rights.
(5) Shares of Series E Senior Preferred which have been issued and reacquired in
any manner, including shares purchased or converted into Common Stock exchanged
or redeemed, shall be canceled on the books of the Company and shall not be
considered outstanding for any purpose.
(6) During such time as there exist unpaid cumulative dividends due on the
Series E Senior Preferred, no reclassification of the shares of the Company or
capital reorganization of the Company in any manner provided by law shall be
valid unless(a) the holders of a majority of all the Series E Senior Preferred
approve, and (b) provision is made for the payment of the aggregate unpaid
cumulative dividends then in arrears.
(7) Each share of Series E Senior Preferred shall automatically convert, on the
date six months after the date of issuance (the "Conversion Date") which
Conversion Date shall be noted on the certificate issued to the holder of each
share of the Series E Senior Preferred, into shares of Common Stock of the
Company on the basis of one hundred (100) shares of Common Stock for 1 share of
Series E Senior Preferred. The holder of any shares of Series E Senior Preferred
shall surrender, as soon as practicable on or after the Conversion Date, at the
principal office of the Company or at such other office or agency maintained by
the Company for that purpose, the certificate or certificates representing the
shares of Series E Senior Preferred due for conversion. As promptly as
practicable, and in any event within ten business days after surrender of such
certificates, the Company shall deliver or cause to be delivered certificates
representing the number of validly issued, fully paid and non-assessable shares
of Common Stock of the Company to which such holder of Series E Senior Preferred
so converted shall be entitled. Such conversion shall be deemed to have been
made at the close of business on the Conversion Date, so that the rights of the
holders of the Series E Senior Preferred shall thereafter cease except for the
right to receive Common Stock of the Company in accordance herewith, and such
converting holder of Series E Senior Preferred shall be treated for all purposes
as having become the record holder of such Common Stock of the Company at such
time.
(8) In the event that, prior to the conversion of the Series E Senior Preferred
Stock by the holder thereof into Common Stock of the company, there shall occur
any change in the outstanding shares of Common Stock of the Company by reason of
the declaration of stock dividends, or through a re-capitalization resulting
from stock splits or combinations, without the receipt by the Company of fair
consideration therefore in the form of cash, services or property, the
conversion ratio of the Series E Senior Preferred Stock into Common Stock of the
Company shall be adjusted such that any holder of Series E Senior Preferred
Stock converting such stock into Common Stock subsequent to such change in the
outstanding shares of Common Stock of the Company be entitled to receive, upon
such conversion, a number of shares of Common Stock of the Company representing
the same percentage of common shares outstanding as presented by the shares that
he would have received had he converted his Series E Senior Preferred Stock to
Common Stock prior to such change in the outstanding shares of Common Stock of
the Company.
As of December 31, 2003 there were $0 Series E Senior Convertible Preferred
share dividends accrued and unpaid representing $0 per share.
68
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
PREFERRED STOCK - (CONTINUED)
At the time each Convertible Preferred Stock Series was issued, the respective
conversion features were in excess of the then market value of the Company's
common stock.
INCOME TAXES
The income tax provision (benefit) is comprised of the following:
Year Ended December 31,
------------------------------------
2003 2002
---------------- ----------------
State current provision (benefit) $ (203,397) $ (203,464)
State deferred provision (benefit) - -
---------------- ----------------
$ (203,397) $ (203,464)
================ ================
In 1998, the State of New Jersey enacted legislation allowing emerging
technology and/or biotechnology companies to sell their unused New Jersey Net
Operating Loss ("NOL") Carryover and Research and Development Tax Credits ("R&D
Credits) to corporate taxpayers in New Jersey. During 2003 and 2002, the Company
entered into an agreement under which it retained a third party broker to
identify a buyer for its NOL Carryover. The total tax benefit of this
transaction was $209,084 in 2003 and $210,598 in 2002.
The Company's total deferred tax asset and valuation allowance are as follows:
December 31,
-----------------------------------
2003 2002
--------------- ---------------
Total deferred tax asset, noncurrent $ 7,274,000 $ 6,700,000
Less valuation allowance (7,274,000) (6,700,000)
--------------- ---------------
Net deferred tax asset, noncurrent $ - $ -
=============== ===============
The differences between income tax benefits in the financial statements and the
tax benefit computed at the combined state and U.S. Federal statutory rate of
40% are as follows:
At December 31, 2003, the Company has available approximately $22,043,000 of net
operating losses to carryforward and which may be used to reduce future federal
taxable income and expire between December 31, 2007 and 2023.
At December 31, 2003, the Company has available approximately $4,905,000 of net
operating losses to carryforward and which may be used to reduce future state
taxable income which expire December 31, 2010.
69
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
401(K) PLAN
The Company adopted the qualified Magnitude, Inc. sponsored 401(k) plan covering
substantially all full time employees under which eligible employees may elect
to contribute, within statutory limits, a percentage of their annual
compensation. The Company matches up to 50% of the employee's contribution of
which the match may not exceed 3% of the employee's total compensation for the
plan year. Contributions to the plan were $16,175 and $14,715 for the years
ended December 31, 2003 and 2002, respectively.
STOCK OPTION PLANS
In April 1996, Magnitude, Inc. adopted its 1996 Stock Incentive Plan ("the 1996
Plan"). The 1996 Plan provides that certain options granted thereunder are
intended to qualify as "incentive stock options" (ISO) within the meaning of
Section 422A of the United States Internal Revenue Code of 1986, while
non-qualified options may also be granted under the Plan. The initial plan and
subsequent amendments provided for authorization of up to 480,000 shares.
Pursuant to the above described stock exchange offer on July 2, 1997, all
options under the 1996 Plan were converted into shares of the Company at a rate
of 3.4676 shares of Magnitude, Inc. to 1 share of the Company.
In September 1997, the Company adopted its 1997 Stock Incentive Plan ("the 1997
Plan"). The 1997 Plan provides that certain options granted thereunder are
intended to qualify as "incentive stock options" (ISO) within the meaning of
Section 422A of the United States Internal Revenue Code of 1986, while
non-qualified options may also be granted under the Plan. The initial plan and
subsequent amendments provided for the grant of options for up to 1,000,000
shares. The purchase price per share of common stock deliverable upon exercise
of each ISO shall not be less than 100% of the fair market value of the common
stock on the date such option is granted. If an ISO is issued to an individual
who owns, at the time of grant, more than 10% of the total combined voting power
of all classes of the Company's common stock, the exercise price of such option
shall be at least 110% of the fair market value of the common stock on the date
of grant and the term of the option shall not exceed five years from the date of
grant. The purchase price of shares subject to non-qualified stock options shall
be determined by a committee established by the Board of Directors with the
condition that such prices shall not be less than 85% of the fair market value
of the common stock at the time of grant.
In May 2000 the Company adopted its 2000 Stock Incentive Plan ("the 2000 Plan").
The 2000 Plan provides that certain options granted thereunder are intended to
qualify as "incentive stock options" (ISO) within the meaning of Section 422A of
the United States Internal Revenue Code of 1986, while nonqualified options may
also be granted under the Plan. The initial Plan provides for the grant of
options for up to 5,000,000 shares. The purchase price per share of common stock
deliverable upon exercise of each ISO shall not be less than 100% of the fair
market value of the common stock on the date such option is granted. If an ISO
is issued to an individual who owns, at the time of grant, more than 10% of the
total combined voting power of all classes of the Company's common stock, the
exercise price of such option shall be at least 110% of the fair market value of
the common stock on the date of the grant, and the term of the option shall not
exceed five years from the date of grant. The purchase price of shares subject
to non-qualified stock options shall be determined by a compensation committee
established by the Board of Directors.
70
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
STOCK OPTION PLANS - (CONTINUED)
Qualified and Non-Qualified
Shares Under Option Pursuant to
the 1997 Plan
December 31,
---------------------------------
2003 2002
---- ----
Outstanding, beginning of year 607,000 857,000
Granted during the year - -
Expired during the year - (50,000)
Forfeited during the year - (200,000)
-------------- ---------------
Outstanding, end of year (at prices ranging
from $1.00 to $2.00 per share) 607,000 607,000
-------------- ---------------
Eligible, end of year for exercise (at
prices ranging from $1.00 to $2.00 per share) 607,000 607,000
============== ===============
At December 31, 2003 and 2002, the weighted average exercise price and weighted
average remaining contractual life is $1.06 and $1.06 per share and 1 years 11
months and 2 years 11 months, respectively.
At December 31, 2003, there were 393,000 shares reserved for future option
grants.
Qualified and Non-Qualified
Shares Under Option Pursuant to
the 2000 Plan
December 31,
--------------------------------
2003 2002
---- ----
Outstanding, beginning of year 3,053,942 2,701,109
Granted during the year 5,000 785,500
Exercised during the year (50,000) (303,500)
Forfeited during the year - (79,167)
Expired during the year (190,000) (50,000)
-------------- --------------
Outstanding, end of year (at prices
ranging from $0.10 to $1.33) 2,818,942 3,053,942
-------------- --------------
Eligible, end of year for exercise (at
prices ranging from $0.10 to $1.33) 2,818,942 3,043,942
============== ==============
At December 31, 2003 and 2002 the weighted average exercise price and weighted
average remaining contractual life is $0.60 and $0.76 per share and 2 years 4
months and 3 years 2 months, respectively.
At December 31, 2003, there were 2,181,058 shares reserved for future option
grants.
If the Company had used the fair value based method of accounting for its
employee stock option plan, as prescribed by Statement of Financial Accounting
Standards No. 123, compensation cost in net loss for the years ended December
31, 2003 and 2002 would have increased by $0 and $37,772, respectively,
resulting in net loss of $2,297,365 and $2,680,445 net of tax, respectively, and
loss per share of $0.03 and $.06, respectively. The value of each option grant
is estimated on the date of grant using the Black-Scholes option pricing model
with the following weighted average assumptions: expected dividend, 0%;
risk-free interest rate, 5%; expected volatility, 115%; and expected life (in
years) of 4.4.
71
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
STOCK OPTION PLANS - (CONTINUED)
The Company also issues options outside of the Stock Incentive Plans which are
comprised as follows:
December 31,
------------------------------
2003 2002
---- ----
Outstanding, beginning of year 7,174,866 6,214,866
Granted during the year 2,180,000 1,750,000
Exercised during the year - (40,000)
Forfeited during the year (250,000) (750,000)
Expired during the year (50,000) -
------------- --------------
Outstanding, end of year (at
prices ranging from $.10 to $1.00) 9,054,866 7,174,866
------------- --------------
Eligible, end of year (at prices
ranging from $.10 to $1.00) 9,054,866 7,174,866
============= ==============
At December 31, 2003 and 2002 the weighted average exercise price and weighted
average remaining contractual life is $0.34 and $0.41 per share, and 4 years 7
months and 6 years 6 months, respectively.
WARRANTS
The Company granted common stock purchase warrants between May 1, 1998 and
December 31, 2003 which are comprised as follows:.
December 31,
-------------------------------
2003 2002
---- ----
Outstanding, beginning of year 7,398,164 11,980,472
Granted during the year 9,241,599 -
Exercised during the year (3,552,752) (4,432,308)
Forfeited during the year (27,780) -
Expired during the year (1,086,213) (150,000)
-------------- --------------
Outstanding, end of year (at
prices ranging from $.15 to $1.50) 11,973,018 7,398,164
============== ==============
Callable, end of year (at $2.00) 100,000 824,000
============== ==============
At December 31, 2003 and 2002, the weighted average exercise price and weighted
average remaining contractual life is $0.32 and $0.94 per share and 2 years 8
months and 1 year, respectively.
COMMITMENTS AND CONTINGENCIES
Lease Agreement
On March 15, 2000, the Company entered into a lease agreement for office space
which is utilized for the Company's principal offices. Such lease commenced
April 15, 2000 and expires on March 31, 2005 and requires monthly payments of
$6,500 from April 15, 2000 through March 31, 2002; of $6,695 thereafter through
March 31, 2003; of $6,896 thereafter through March 31, 2004; and of $7,103
thereafter through March 31, 2005. In August 2002 the Company subleased
additional office space at this location commencing September 1, 2002 and
expiring December 31, 2003. The sublease requires monthly payments of $1,955
throughout the sublease term. Consequently, this space has been leased directly
from the landlord on a month-to-month basis at the same monthly rental rate.
72
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
COMMITMENTS AND CONTINGENCIES (CONTINUED)
Under the lease agreement, the Company is required to make future minimum lease
payments as follows in addition to a pro-rata share of certain operating
expenses:
Year Ending December 31,
2004 $ 84,615
2005 21,309
---------------
Total $ 105,924
===============
Included in general and administrative expenses is rent expense which amounted
to $110,784 and $97,098 for the years ended December 31, 2003 and 2002,
respectively.
Employment Agreements
The Company has entered into employment agreements with certain key personnel
which provide for a base salary, yearly bonuses in common stock and/or options
of the Company and other benefits. Termination of the agreements may be made by
either party with advance notice.
RELATED PARTY TRANSACTIONS
In February 2002, the company and its President and Chief Executive Officer
agreed to convert most of his base salary for the remainder of the year 2002
into 1,100,000 restricted common shares in lieu of cash at the rate of $0.10 per
share, for a total amount of $110,000.
During the first quarter of 2002, three outside directors of the Company were
awarded stock grants for an aggregate 700,000 restricted common shares, for
services rendered.
In January and February 2002, an outside director of the Company purchased
common stock and exercised certain warrants for a total of 726,111 shares, at
the price of $0.10 per share.
During the second quarter of 2002, an affiliate of an outside director of the
Company received 25,000 newly issued restricted common shares, for services
rendered.
In June 2002, an officer of the Company offered, and the Company accepted, the
conversion of $15,000 liabilities into 150,000 shares of common stock.
During the third quarter of 2002, the directors and certain officers of the
Company were awarded stock grants for an aggregate 1,500,000 restricted common
shares, for services rendered.
In July 2002, an outside director of the Company and an affiliate exercised
certain warrants for a total of 400,000 shares, at the price of $0.10 per share.
In August 2002, an outside director of the Company converted cash advances in
the aggregate amount of $45,000, extended to the Company during June and July
2002, into 450,000 restricted common shares.
During the third quarter of 2002, an outside director exercised options for the
purchase of 262,500 shares, at the price of $0.10 per share.
In January 2003, the Company and its President and Chief Executive Officer
agreed to convert most of his base salary for the remainder of the year 2003
into 1,000,000 restricted common shares in lieu of cash at the rate of $0.10 per
share, for a total amount of $100,000.
73
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
RELATED PARTY TRANSACTIONS (CONTINUED)
During the first quarter of 2003, an outside director of the Company was awarded
a stock grant for 200,000 restricted common shares, for services rendered. The
same director converted $20,500 in accrued expenses incurred on behalf of the
Company, into 205,000 restricted shares.
During the first and second quarters of 2003, the Company's President and Chief
Executive Officer and an outside director of the Company extended cash advances
to the Company, totaling $244,000, repayable on demand and carrying interest at
the rate of 10% per annum.
During the second quarter of 2003, an outside director of the Company was
awarded a stock grant for 163,500 restricted common shares, for services
rendered.
In a meeting of the board of directors of the Company on May 29, 2003, in
consideration of the Company's President's role in augmenting available working
capital through salary conversion and direct cash loans, the board approved a
reduction in the exercise price of stock options for a total 4,147,917 shares
issued to him, from prices ranging from $0.50 to $1.00, to $0.10 per share.
During the fourth quarter in 2003, the Company granted restricted stock awards
totaling 2,025,000 common shares to five officers and directors of the Company.
In addition, two outside directors were granted restricted stock awards for
services rendered, of 9,971.67 preferred shares convertible into 997,167 common
shares and warrants for the purchase of 498,583 shares, exercisable during three
years at the price of $0.15 per share.
During 2003 and 2002, one outside director of the Company who also serves as the
Company's general and securities counsel, was paid an aggregate $132,000 and
$145,893, respectively, for legal services. One other outside director was paid
$14,900 for services performed during 2003.
MAJOR CUSTOMERS
The Company had one major customer for the year ended December 31, 2003, which
comprised 25% of total sales, and one major customer for the year ended December
31, 2002 which comprised 63% of total sales. The Company's revenue profile
consists of a larger number of small transactions interspersed with a few large
contracts which, if they were not to materialize, would significantly alter
period revenues. This unpredictability and volatility represents a risk.
The carrying amount approximates fair value because of the short term maturity
of these instruments.
Limitations
Fair value estimates are made at a specific point in time, based on relevant
information and information about the financial instrument. These estimates are
subjective in nature and involve uncertainties and matters of significant
judgment and therefore cannot be determined with precision. Changes in
assumptions could significantly affect the estimates.
74
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NEW ACCOUNTING PRONOUNCEMENTS
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
This statement rescinds SFAS No. 4, Reporting Gains and Losses from
Extinguishment of Debt, and an amendment of that statement, SFAS No. 44,
Accounting for Intangible Assets of Motor Carriers, and SFAS No. 64,
Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. This
statement amends SFAS No. 13, Accounting for Leases, to eliminate
inconsistencies between the required accounting for sales-leaseback transactions
and the required accounting for certain lease modifications that have economic
effects that are similar to sales-leaseback transactions. Also, this statement
amends other existing authoritative pronouncements to make various technical
corrections, clarify meanings, or describe their applicability under changed
conditions. Provisions of SFAS No. 145 related to the rescissions of SFAS No. 4
were effective for the Company on November 1, 2002 and provisions affecting SFAS
No. 13 were effective for transactions occurring after May 15, 2002. The
adoption of SFAS No. 145 did not have a significant impact on the Company's
results of operations or financial position.
In June 2003, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities. This statement covers restructuring type activities
beginning with plans initiated after December 31, 2002. Activities covered by
this standard that are entered into after that date will be recorded in
accordance with provisions of SFAS No. 146. The adoption of SFAS No. 146 did not
have a significant impact on the Company's results of operations or financial
position.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure, which provides alternative methods of
transition for a voluntary change to fair value based method of accounting for
stock-based employee compensation as prescribed in SFAS 123, Accounting for
Stock-Based Compensation. Additionally, SFAS No. 148 required more prominent and
more frequent disclosures in financial statements about the effects of
stock-based compensation. The provisions of this Statement are effective for
fiscal years ending after December 15, 2002. The adoption of this statement is
not expected to have a significant impact on the Company's results of operations
of financial position.
In April 2003, the FASB issued SFAS Statement No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities", which amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under FASB
Statement No. 133, Accounting for Derivative Instruments and Hedging Activities.
This Statement is effective for contracts entered into or modified after June
30, 2003, except for certain hedging relationships designated after June 30,
2003. Most provisions of this Statement should be applied prospectively. The
adoption of this statement is not expected to have a significant impact on the
Company's results of operations or financial position.
In May 2003, the FASB issued SFAS Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". This
Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatorily redeemable
financial instruments of nonpublic entities, if applicable. It is to be
implemented by reporting the cumulative effect of a change in an accounting
principle for financial instruments created before the issuance date of the
Statement and still existing at the beginning of the interim period of adoption.
The adoption of this statement is not expected to have a significant impact on
the Company's results of operations or financial position.
75
MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others. FIN 45 requires a company, at the time it
issues a guarantee, to recognize an initial liability for the fair value of
obligations assumed under the guarantees and elaborates on existing disclosure
requirements related to guarantees and warranties. The recognition requirements
are effective for guarantees issued or modified after December 31, 2002 for
initial recognition and initial measurement provisions. The adoption of FIN 45
did not have a significant impact on the Company's results of operations or
financial position.
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.
FIN 46 requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 is
effective for all new variable interest entities created or acquired after
January 31, 2003. For variable interest entities created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period beginning after June 15, 2003. The adoption of FIN 46 did not
have a significant impact on the Company' results of operations or financial
position.
SUBSEQUENT EVENTS
During January 2004 the Company issued convertible preferred stock to accredited
private investors pursuant to private placement subscriptions, which resulted in
the Company receiving approximately $890,000 in cash. The preferred stock is
convertible into approximately 15.6 million common shares which the Company will
include in a registration statement to be filed during the second quarter 2004.
76
62,795,481 Shares
Magnitude Information Systems, Inc.
Common stock
PROSPECTUS
August __, 2004
NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY SELLING
STOCKHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY OR THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
TABLE OF CONTENTS
Page
---------------------------------------------------------------------- ---------
Prospectus Summary 4
---------------------------------------------------------------------- ---------
Risk Factors 7
---------------------------------------------------------------------- ---------
Where You Can Find More Information 14
---------------------------------------------------------------------- ---------
Use of Proceeds 14
---------------------------------------------------------------------- ---------
Market for Company's Common Equity & Dividend Policy 14
---------------------------------------------------------------------- ---------
Selling Shareholders 16
---------------------------------------------------------------------- ---------
Shares Eligible for Future Sale 27
---------------------------------------------------------------------- ---------
Plan of Distribution 28
---------------------------------------------------------------------- ---------
Legal Proceedings 28
---------------------------------------------------------------------- ---------
Management 29
---------------------------------------------------------------------- ---------
Principal Shareholders 34
---------------------------------------------------------------------- ---------
Description of Capital Stock 35
---------------------------------------------------------------------- ---------
Business 37
---------------------------------------------------------------------- ---------
Management's Discussion and Analysis 44
---------------------------------------------------------------------- ---------
Certain Transactions 47
---------------------------------------------------------------------- ---------
Financial Statements 49
---------------------------------------------------------------------- ---------
UNTIL ________________, 2004 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
77
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 24. INDEMNIFICATION AND LIMITATION OF LIABILITY OF MANAGEMENT
As permitted by the Delaware General Corporation Law, Magnitude has included in
its Certificate of Incorporation a provision to eliminate the personal liability
of it's directors for monetary damages for breach or alleged breach of their
fiduciary duties as directors, subject to certain exceptions. In addition, the
Bylaws of Magnitude require the Company to (i) indemnify the officers and
directors under certain circumstances, including those circumstances in which
indemnification would otherwise be discretionary, and (ii) advance expenses to
the officers and directors as incurred in connection with proceedings against
them for which they may be indemnified. Magnitude has entered into
indemnification agreements with the officers and directors containing provisions
that are in some respects broader than the specific indemnification provisions
contained in the Delaware General Corporation Law. The indemnification
agreements may require the companies, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct of a culpable nature), to advance expenses incurred as a
result of any proceeding against them as to which they may be indemnified, and
to obtain directors' and officers' insurance if available on reasonable terms.
Magnitude believes that these charter provisions and indemnification agreements
are necessary to attract and retain qualified persons as directors and officers.
Magnitude understands that the staff of the Securities and Exchange Commission
is of the opinion that statutory, charter and contractual provisions as are
described above have no effect on claims arising under the federal securities
laws.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Magnitude will pay all expenses incident to the offering and sale to the public
of the shares being registered other than any commissions and discounts of
underwriters, dealers or agents and any transfer taxes. Such expenses are set
forth in the following table. All of the amounts shown are estimates except the
Securities and Exchange Commission ("SEC") registration fee.
Legal fees and expenses 30,000
Accounting fees and expenses 5,000
Printing expenses
Miscellaneous expenses 5,000
-------------------------------------------------------
Total $42,500
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
During the quarter ended June 30, 2004, the Company issued the following
unregistered securities:
(i) 2,875,000 shares of common stock, accompanied by warrants for the
purchase of 2,875,000 common shares at the price of $0.15 per share,
to six accredited foreign investors pursuant to private placement
subscriptions, issued in reliance upon exemptions provided under
Section 4(2), Rule 506 of Regulation D and Regulation S of the
Securities Act, altogether resulting in the receipt by the Company
of approximately $284,000 in cash.
(ii) 285,000 shares of common stock to a consultant for investor
relations and general business consulting services.
(iii) 150,000 shares of common stock in lieu of cash, for rent expenses.
(iv) 500,000 shares of common stock pursuant to the conversion of 5,000
shares of Series E Senior Convertible Preferred Stock, in accordance
with the designation for the latter.
78
During the quarter ended March 31, 2004, the Company issued the following
unregistered securities:
(i) 1,145,000 shares of common stock and 1,900 shares of Series E
Convertible Preferred Stock convertible into 190,000 common shares,
accompanied by warrants for the purchase of 95,000 common shares at
the price of $0.15 per share, to three consultants for investor
relations and general business consulting services.
(ii) 673,333 shares of common stock to a financial services firm for
finder's fees in connection with the private placement of
convertible preferred stock.
(iii) 50,000 shares of common stock in lieu of cash, for rent expenses.
(iv) 150,000 shares of common stock to an outside director of the Company
for services rendered. The same director was issued 250,000 shares
pursuant to his exercise of an option at the price of $0.01 per
share which option was acquired by him in a private transaction with
an unrelated party.
(v) 156,993 shares of Series E Convertible Preferred Stock convertible
into 15,699,333 common shares, accompanied by warrants for the
purchase of 7,849,667 common shares at the price of $0.15 per share,
to thirty-nine accredited investors pursuant to private placement
subscriptions, issued in reliance upon exemptions provided under
Section 4(2), Rule 506 of Regulation D and Regulation S of the
Securities Act, altogether resulting in the receipt by the Company
of approximately $880,000 in cash.
(vi) 16,667 shares of Series E Convertible Preferred Stock convertible
into 1,666,667 common shares, accompanied by warrants for the
purchase of 833,333 common shares, exercisable during three years at
the price of $0.15 per share, to the Company's chief executive
officer in lieu of $100,000 salary.
FISCAL YEAR 2003
During the quarter ended December 31, 2003, the Company issued the following
unregistered securities:
(i) 1,350,000 shares of common stock to eight accredited investors pursuant to
private placement subscriptions, issued in reliance upon exemptions provided
under Section 4(2), Rule 506 of Regulation D and Regulation S of the Securities
Act, altogether resulting in the receipt by the Company of approximately $73,000
in cash;
(ii) 947,500 shares of common stock to three consultants for marketing and
investor relations services rendered;
(iii) 172,833 shares of common stock issued to a creditor in return for
cancellation of $10,370 debt;
(iv) 2,000,000 shares of common stock to certain directors and officers of the
Company, for services rendered;
(v) 130,834 shares of Series E Senior Convertible Preferred Stock, convertible
into 13,083,400 shares of common stock, and stock purchase warrants for the
purchase of 6,691,600 shares of common stock, exercisable during three years at
$0.15 per share, to 18 accredited investors and three assignees pursuant to
private placement subscriptions, issued in reliance upon exemptions provided
under Section 4(2), Rule 506 of Regulation D and Regulation S of the Securities
Act, altogether resulting in the receipt by the Company of approximately
$741,000 in cash;
(vi) 19,593 shares of Series E Senior Convertible Preferred Stock, convertible
into 1,959,300 shares of common stock, and stock purchase warrants for the
purchase of 979,650 shares of common stock, exercisable during three years at
$0.15 per share, to four creditors, one of who is a director of the Company, in
return for cancellation of $117,600 debt;
(vii) 7,405 shares of Series E Senior Convertible Preferred Stock, convertible
into 740,500 shares of common stock, and stock purchase warrants for the
purchase of 370,250 shares of common stock, exercisable during three years at
$0.15 per share, to two individuals, one of who is a director of the Company,
for services rendered.
79
During the quarter ended September 30, 2003, the Company issued the following
unregistered securities:
(i) 4,296,870 shares of common stock to nine accredited investors pursuant to
private placement subscriptions, issued in reliance upon exemptions provided
under Section 4(2), Rule 506 of Regulation D and Regulation S of the Securities
Act, altogether resulting in the receipt by the Company of approximately
$258,000 in cash;
(ii) 1,642,500 shares of common stock and options for the purchase of 1,535,000
shares, for marketing consulting and investor relations services;
During the quarter ended June 30, 2003, the Company issued the following
unregistered securities:
(i) 1,900,000 shares of common stock to 7 accredited investors pursuant to
private placement subscriptions, issued in reliance upon exemptions provided
under Section 4(2), Rule 506 of Regulation D and Regulation S of the Securities
Act, and 1,115,500 shares of common stock pursuant to the exercise of stock
purchase warrants previously issued, altogether resulting in the receipt by the
Company of approximately $250,000 in cash;
(ii) 500,000 shares of common stock for marketing consulting and investor
relations services performed;
(iii) 163,500 shares of common stock pursuant to a stock grant to an outside
director of the Company.
During the quarter ended June 30, 2003, the Company issued the following
unregistered securities:
(i) 1,900,000 shares of common stock to 7 accredited investors pursuant to
private placement subscriptions, issued in reliance upon exemptions provided
under Section 4(2), Rule 506 of Regulation D and Regulation S of the Securities
Act, and 1,115,500 shares of common stock pursuant to the exercise of stock
purchase warrants previously issued, altogether resulting in the receipt by the
Company of approximately $250,000 in cash;
(ii) 500,000 shares of common stock for marketing consulting and investor
relations services performed;
(iii) 163,500 shares of common stock pursuant to a stock grant to an outside
director of the Company.
During the quarter ended March 31, 2003, the Company issued the following
unregistered securities:
(i) 2,063,000 shares of common stock to 14 accredited investors pursuant to
private placement subscriptions, issued in reliance upon exemptions provided
under Section 4(2), Rule 506 of Regulation D and Regulation S of the Securities
Act, and 2,437,252 shares of common stock pursuant to the exercise of stock
purchase warrants previously issued, altogether resulting in the receipt by the
Company of approximately $408,000 in cash;
(ii) 81,000 shares of common stock to five employees pursuant to their exercise
of stock options at a price of $0.10 per share;
(iii) 1,000,000 shares of common stock to the Company's chief executive officer
in lieu of $100,000 cash salary (see "Related Party Transactions");
(iv) 743,035 shares of common stock for marketing consulting and investor
relations services performed;
(v) 200,000 shares of common stock pursuant to a stock grant to an outside
director of the Company;
(vi) 205,000 shares of common stock to an outside director of the Company in
exchange for cancellation of payables for an aggregate $20,500 in expenses.
FISCAL YEAR 2002
During the fourth quarter of 2002 the Company had issued the following
unregistered securities:
(i) 2,125,000 shares of common stock to seven foreign accredited investors
pursuant to private placement subscriptions under Section 4(2), Rule 506 of
Regulation D and Regulation S of the Securities Act, which resulted in the
receipt by the Company of $191,250 in cash;
(ii) 262,500 shares of common stock and 463,890 shares of common stock pursuant
to the exercise of stock options and warrants, respectively, at the price of
$0.10 per share which resulted in the receipt by the Company of $26,250 in cash
and the cancellation of $46,389 in current liabilities;
80
(iii) 90,000 shares of common stock to two consultants for services rendered.
(iv) 16,441 shares of common stock issued to an employee for sales commissions.
(v) During the quarter, the issuance of 81,000 shares previously recorded in
connection with the exercise of stock options, was reversed
In addition, during the fourth quarter of 2002, the board of directors of the
Company approved resolutions affecting previously issued or to be issued
securities, as follows:
(i) During a meeting on October 8, 2002, the board approved a downward
adjustment of the exercise price of stock options for 262,500 shares, previously
issued to an outside director, to $0.10 per share, conditioned upon the exercise
of such restated options;
(ii) During a meeting on December 23, 2002, the board approved the placement of
common stock with accredited private foreign investors pursuant to private
placement subscriptions under Section 4(2), Rule 506 of Regulation D and
Regulation S of the Securities Act, at a price of $0.10 per share for an
aggregate of up to $3,000,000 in proceeds.
During the quarter ended September 30, 2002, the Company issued the following
unregistered securities:
(i) 2,290,000 shares of common stock to 5 accredited investors including an
outside director of the Company pursuant to private placement subscriptions,
issued in reliance upon exemptions provided under Section 4(2) S of the
Securities Act, and 1,500,067 shares of common stock pursuant to the exercise of
stock purchase warrants previously issued, altogether resulting in the receipt
by the Company of approximately $379,000 in cash;
(ii) 30,000 shares of common stock to two employees pursuant to the terms of
their employment agreements;
(iii) 138,890 shares of common stock pursuant to the conversion of 13,889 shares
of the Company's Series D Convertible Preferred Stock;
(iv) 367,000 shares of common stock for marketing consulting and investor
relations services performed;
(v) 1,500,000 shares of common stock pursuant to stock grants to certain
directors and officers of the Company;
(vi) 353,854 shares of common stock pursuant to the conversion of accrued
dividends on shares of convertible preferred stock, at the rate of $0.10 per
share.
During the quarter ended June 30, 2002, the Company issued the following
unregistered securities:
(i) 8,245,000 shares of common stock to 38 accredited U.S. investors and certain
non-U.S. investors pursuant to private placement subscriptions, issued in
reliance upon exemptions provided under Section 4(2) and, in the case of the
non-U.S. investors, provided by Regulation S of the Securities Act, and
1,789,240 shares of common stock pursuant to the exercise of stock purchase
warrants previously issued, which resulted in the receipt by the Company of
approximately $960,000 in cash. All of the accredited investors had a
pre-existing relationship with the Company and no general solicitation or
advertisement was utilized to solicit any of the accredited investors. Each of
the accredited investors (a) executed and delivered to the Company a
subscription agreement which included the investor's representations that such
investor qualified as an accredited investor, had the financial experience and
resources to appreciate the risk of such investment and (b) had the time to ask
questions and make inquiries to the Company before their investment funds were
accepted. Of the 38 accredited investors, 1 is a current Company officer, 15
were pre-existing shareholders and 8 were non-U.S. residents. All of the
Company's securities placed with these investors bore the appropriate
restrictive legend, designating such securities as restricted securities;
(ii) 165,500 shares of common stock to three foreign individuals as finder's fee
in connection with certain of the private placement subscription mentioned under
(i) above which subscriptions were entered into by private foreign investors;
(iii) 341,814 shares of common stock pursuant to the conversion of certain
payables into equity, at a rate of $0.10 per share;
81
(iv) 377,139 shares of common stock for investor relations services performed;
(v) 250,000 shares pursuant to a stock grant to a business consultant for the
Company;
(vi) 20,000 shares pursuant to the exercise of options at a price of $0.10 per
share.
During the quarter ended March 31, 2002, the Company issued the following
unregistered securities:
(i) 7,052,000 shares of common stock to 21 U.S. accredited investors and
non-U.S. investors pursuant to private placement subscriptions, issued in
reliance upon exemptions provided under Section 4(2) and, in the case of the
non-U.S. investors, Regulation S of the Securities Act; and 679,111 shares of
common stock pursuant to the exercise of stock purchase warrants previously
issued, which resulted in the receipt by the Company of approximately $753,000
in cash. All of the accredited investors had a pre-existing relationship with
the Company and no general solicitation or advertisement was utilized to solicit
any of the accredited investors. Each of the accredited investors (a) executed
and delivered to the Company a subscription agreement which included the
investor's representations that such investor qualified as an accredited
investor, had the financial experience and resources to appreciate the risk of
such investment and (b) had the time to ask questions and make inquiries to the
Company before their investment funds were accepted.
Of the 22 accredited investors, 3 are current Company officers and directors, 8
were pre-existing shareholders and 4 were non-U.S. residents. All of the
Company's securities placed with these investors bore the appropriate
restrictive legend, designating such securities as restricted securities;
(ii) 50,000 shares of common stock pursuant to the conversion of 5,000 shares of
the Company's Series D Convertible Preferred Stock;
(iii) 720,718 shares of common stock pursuant to the conversion of certain
payables into equity, at a rate of $0.10 per share;
(iv) 1,250 shares of common stock for services performed;
(v) 700,000 shares as stock grants and 1,165,000 shares in lieu of compensation
(see "Related Party Transactions").
FISCAL YEAR 2001
During the fourth quarter of 2001 the Company had issued the following
unregistered securities:
(i) 220,000 shares of common stock accompanied by warrants for the purchase of
110,000 shares of common stock at a price of $0.50 per share, to three
accredited investors pursuant to private placement subscriptions under Section
4(2) of the Securities Act, which resulted in the receipt by the Company of
$49,500 in cash. All of the accredited investors had a pre-existing relationship
with the Company and no general solicitation or advertisement was utilized to
solicit any of the accredited investors. Each of the accredited investors (a)
executed and delivered to the Company a subscription agreement which included
the investor's representations that such investor qualified as an accredited
investor, had the financial experience and resources to appreciate the risk of
such investment and (b) had the time to ask questions and make inquiries to the
Company before their investment funds were accepted. All of the Company's
securities placed with these investors bore the appropriate restrictive legend,
designating such securities as restricted securities;;
(ii) Warrants for the purchase of 600,000 shares of common stock at various
prices averaging $1.13 per share to a consultant and his assignees for services
rendered.
In addition, during the fourth quarter of 2001 and the first quarter of 2002
through March 26, 2002, the board of directors of the Company approved
resolutions affecting previously issued or to be issued securities, as follows:
(i) During a meeting on October 16, 2001, the board approved a downward
adjustment of the exercise price of previously issued warrants for the purchase
of common stock, to $0.25 per share, for an aggregate of up to $500,000 in
proceeds from the exercise of such restated warrants;
(ii) During a meeting on December 26, 2001, the board approved a downward
adjustment of the exercise price of warrants for the purchase of common stock
previously issued to accredited private investors, to $0.10 per share, for an
aggregate of up to $1,000,000 in proceeds from the exercise of such restated
warrants;
82
(iii) During a meeting on January 3, 2002, the board approved the placement of
common stock with accredited private investors pursuant to private placement
subscriptions under Section 4(2) and Rule 506 of Regulation D of the Securities
Act, at a price of $0.10 per share for an aggregate of up to $1,000,000 in
proceeds.
During the Third Quarter ended September 30, 2001, the Company issued the
following unregistered securities:
(i) 1,124,030 shares of common stock accompanied by warrants for the purchase of
1,118,700 shares of common stock exercisable at $0.60 per share, to four
accredited investors pursuant to private placement subscriptions, issued in
reliance upon exemptions provided under Section 4(2) of the Securities Act,
which resulted in the receipt by the Company of approximately $423,000 in cash.
All of the accredited investors had a pre-existing relationship with the Company
and no general solicitation or advertisement was utilized to solicit any of the
accredited investors. Each of the accredited investors (a) executed and
delivered to the Company a subscription agreement which included the investor's
representations that such investor qualified as an accredited investor, had the
financial experience and resources to appreciate the risk of such investment and
(b) had the time to ask questions and make inquiries to the Company before their
investment funds were accepted. All of the Company's securities placed with
these investors bore the appropriate restrictive legend, designating such
securities as restricted securities;
(ii) 79,403 shares of common stock to three creditors of the Company, pursuant
to the conversion of $31,800 in miscellaneous payables. The Company negotiated
these debt conversions with its corporate creditors with whom the Company had
business relationships.
(iii) 1,000,000 shares of common stock pursuant to the exercise of certain
options and warrants by two individuals, one of whom is a director of the
Company (see "Related Party Transactions" above); resulting in the receipt by
the Company of $250,000 in cash;
(iv) 3,750 shares of common stock for services performed.
During the Second Quarter Ended June 30, 2001, the Company issued the following
unregistered securities:
(i) 932,200 shares of common stock accompanied by warrants for the purchase of
932,200 shares of common stock exercisable at prices of $0.60 and $0.90 per
share, to ten accredited investors pursuant to private placement subscriptions,
issued in reliance upon exemptions provided under Section 4(2) of the Securities
Act, which resulted in the receipt by the Company of approximately $380,000 in
cash. All of the accredited investors had a pre-existing relationship with the
Company and no general solicitation or advertisement was utilized to solicit any
of the accredited investors. Each of the accredited investors (a) executed and
delivered to the Company a subscription agreement which included the investor's
representations that such investor qualified as an accredited investor, had the
financial experience and resources to appreciate the risk of such investment and
(b) had the time to ask questions and make inquiries to the Company before their
investment funds were accepted. All of the Company's securities placed with
these investors bore the appropriate restrictive legend, designating such
securities as restricted securities;
(ii) 2,033,920 shares of common stock pursuant to the conversion of 203,392
shares of Senior Convertible Preferred Stock, Series B and D, of the Company;
(iii) 92,666 shares of common stock pursuant to the conversion into equity of
accrued dividends on certain Convertible Preferred Stock and interest accrued on
notes payable;
(iv) 250,000 shares of common stock pursuant to the cash-less exercise of
certain warrants;
(v) 3,750 shares of common stock for services performed.
During the three month period ended March 31, 2001, the Company placed the
following unregistered securities with accredited or institutional investors:
(i) 70,000 shares of Common stock pursuant to the conversion of $35,000 in
convertible promissory notes, issued in reliance upon exemptions provided under
Section 4(2) of the Securities Act;
83
(x) 27,788 shares of Series B Senior Convertible Preferred Stock to a foreign
investor pursuant to private placement subscriptions under Section 4 (2) and
Regulation S of the Securities Act, which resulted in the receipt by the Company
of $250,092 in cash, whereby such shares, among other things, have the following
rights and privileges:
(ii) conversion at the holders' option into shares of Common stock at a
conversion rate of 10 common shares for 1 preferred share. The preferred shares
are callable by the Company under certain terms and conditions. The Company
placed these investments with accredited investors with whom the Company had
established a business relationship and without the use of any general
solicitation or advertisement.
260,000 shares of Common stock pursuant to the conversion of an aggregate
$130,000 in convertible promissory notes, issued in reliance upon exemptions
provided under Section 4(2) of the Securities Act;
3,407 shares of Common stock to one outside consultants and suppliers for
services rendered;
118,000 shares of Common stock to the principals of two privately held
companies, Internet Ergonomic Technologies, Inc. and Cornell Ergonomics, Inc.,
purchased by the Company in January 2000, which companies owned certain software
assets which have been made part of and integrated into the Company's
proprietary ErgoManager(TM)software system
100,000 shares to an officer of the Company pursuant to the terms of his
employment agreement;
77,976 shares of Common stock to three outside consultants and suppliers for
services rendered;
14,445 shares of Common stock to a director and shareholder of the Company
pursuant to a 1997 transaction approved by the Board of Directors of the
Company;
16,854 shares of Common stock to an employee in lieu of salary, for services
rendered;
2,120,000 shares of Common stock pursuant to the conversion of an aggregate
$1,060,000 in convertible promissory notes, issued in reliance upon exemptions
provided under Section 4(2) of the Securities Act;
(xi) 160,000 shares of Common stock to seven private investors who had
previously subscribed for certain convertible debt, such shares issued pursuant
to the terms of the pertinent subscription agreement, and in reliance upon
exemptions provided under Section 4(2) of the Securities Act. The Company placed
these investments with accredited investors with whom the Company had
established a business relationship and without the use of any general
solicitation or advertisement.
(xii) 400,000 shares of Common stock to two individual investors pursuant to
private placement subscriptions under Section 4 (2) of the Securities Act, which
resulted in the receipt by the Company of $200,000 in cash. The Company placed
these investments with accredited investors with whom the Company had
established a business relationship and without the use of any general
solicitation or advertisement.
(xiii) 500,000 shares of Common stock to three individual foreign investors
pursuant to private placement subscriptions under Section 4 (2) of the
Securities Act, which resulted in the receipt by the Company of $250,000 in
cash. The Company placed these investments with accredited investors with whom
the Company had established a business relationship and without the use of any
general solicitation or advertisement.
(xiv) 194,440 shares of Series B Senior Convertible Preferred Stock to five
individual foreign investors pursuant to private placement subscriptions under
Section 4 (2) of the Securities Act, which resulted in the receipt by the
Company of $1,750,000 in cash, whereby such shares, among other things, have the
following rights and privileges: (i) 7% annual preferential dividend, payable
semi-annually, (ii) conversion at the holders' option into shares of Common
stock at a conversion rate equivalent to $0.90 per share, and (iii) callable by
the Company under certain terms and conditions. The Company placed these
investments with accredited investors with whom the Company had established a
business relationship and without the use of any general solicitation or
advertisement.
100,000 shares of Series C Senior Convertible Preferred Stock to the former
chairman of the Company pursuant to the terms of a Resignation Agreement entered
into between the Company and this individual, whereby such shares, among other
things, have the following rights and privileges: (i) 7% annual preferential
dividend, payable monthly, (ii) conversion at the holders' option into 1,000,000
shares of Common, and (iii) callable by the Company under certain terms and
conditions.
84
109,926 shares of Common stock pursuant to the conversion of $54,963 in
convertible promissory notes, issued in reliance upon exemptions provided under
Section 4(2) of the Securities Act;
12,000 shares of Common stock for services rendered;
11,535 shares of Common stock in exchange against 40,000 common shares of
Magnitude, Inc., pursuant to the Company's stock exchange offer of July 1997;
617,616 shares of Common stock and warrants for the purchase of 100,000 shares
at a price of $1 per share, in exchange against the cancellation of a $460,000
liability in form of a past-due promissory note and accrued interest thereon;
Warrants for the purchase of 36,000 shares of Common stock at $1 per share, for
services rendered;
(xv) 83,364 shares of Series B Senior Convertible Preferred Stock accompanied by
warrants for the purchase of 416,820 shares at a price of $0.90 per share, to a
foreign investor pursuant to private placement subscriptions under Section 4 (2)
of the Securities Act, which resulted in the receipt by the Company of $750,276
in cash, whereby such shares, among other things, have the following rights and
privileges: (i) 7% annual preferential dividend, payable semi-annually, (ii)
conversion at the holders' option into shares of Common Stock at a conversion
rate of 10 common shares for 1 preferred share. The Company placed these
investments with accredited investors with whom the Company had established a
business relationship and without the use of any general solicitation.
(xvi) 55,556 shares of Series D Senior Convertible Preferred Stock accompanied
by warrants for the purchase of 555,560 shares at a price of $0.50 per share, to
two investors pursuant to private placement subscriptions under Section 4 (2) of
the Securities Act, which resulted in the receipt by the Company of $500,000 in
cash, whereby such shares, among other things, have the following rights and
privileges: (i) 7% annual preferential dividend, payable semi-annually, (ii)
conversion at the holders' option into shares of Common stock at a conversion
rate of 10 common shares for 1 preferred share. The Company placed these
investments with accredited investors with whom the Company had established a
business relationship and without the use of any general solicitation or
advertisement.
85
ITEM 27. EXHIBITS INDEX
SEC No. Document
------- --------
2.2+ Agreement and Plan of Merger with Rolina Corporation and Steven D.
Rudnik, and Employment Agreement with Steven D. Rudnik, both of the
date February 2 , 1998, as filed as Exhibit to the Company's report on
Form 10-KSB for the year ended December 31, 1998. Incorporated herein
by reference.
3(i)+ Articles of Incorporation and Amendments thereto, incorporated herein
by reference to Exhibits of previous filings with the Commission.
3(ii)+ Bylaws of the Company, incorporated herein by reference to Exhibits of
previous filings with the Commission.
4.1* Term Sheet
4.2* Form of Subscription Agreement
4.3* Form of Common stock Purchase Warrant
4.4* Form of Convertible Promissory Note
4.5* Form of Subscription Agreement
4.6* Form of Convertible Grid Promissory Note
4.7* Form of Common stock Purchase Warrant
4.8* Form of Convertible Promissory Note
4.9* Form of Common stock Purchase Warrant
4.10* Loan Agreement with S.Kroll
4.11* Form of Convertible Promissory Note
4.12* Form of Subscription Agreement
4.13* Form of Subscription Agreement
4.14* Form of Subscription Agreement
4.15* Form of Subscription Agreement
4.16* Form of Subscription Agreement
4.17* Form of Common stock Purchase Warrant
4.18* Amendment to the Company's Certificate of Incorporation as filed with
the State of Delaware on January 31, 2000, and amended on March 20,
2000, designating a new class of Series B Senior Convertible Preferred
Stock.
4.19* Form of Common stock Purchase Warrant
4.20+ Amendment to the Company's Certificate of Incorporation as filed with
the State of Delaware on January 31, 2000, and amended on March 20,
2000, designating a new class of Series C Senior Convertible Preferred
Stock
4.21* Agreement with S.Rudnik, re: convertible debt
4.22* Consulting agreement with G.Shemano
4.23* Form of Common Stock Purchase Warrant
4.24+ Amendment to the Company's Certificate of Incorporation as filed with
the State of Delaware on January 31, 2000, and amended on March 20,
2000, designating a new class of Series A Senior Convertible Preferred
Stock.
4.25# Letter Agreement by and between the Company and Consulting for
Strategic Growth, Ltd., dated May 8, 2001.
4.26# Letter Agreements by and between the Company and Rodman & Renshaw, Inc.
dated June 26, 2001 and September 4, 2001, respectively.
4.27# Form of Subscription Agreement.
4.28# Form of Subscription Agreement.
4.29# Form of Subscription Agreement.
4.30# Form of Subscription Agreement.
86
5.1 Legal opinion and consent of Joseph J. Tomasek, Esq.
10.1* Resignation Agreement dated July 21, 1999, between J. Swon and B.
Deichl and the Company, incorporated herein by reference to the Exhibit
of Form S-8 filed with the Commission on August 3, 1999.
10.2* Resignation Agreement dated January 28, 2000, between M. Martin and the
Company, incorporated herein by reference to the Exhibit of Form S-8
filed with the Commission on January 31, 2000.
10.3* Employment Agreement, dated April 15, 1996 between the Company and
Joerg Klaube, incorporated herein by reference and previously filed as
an Exhibit to the Company's Form 10-KSB for the fiscal year ended
December 31, 1997 with the Commission.
10.4* Employment Agreement, dated July 1, 1999 between the Company and John
C. Duncan.
10.5+ Termination Agreement, dated as of August 1, 2001, by and between the
Company and Torneaux Fund, Ltd.
10.6* Contract by and between Lockheed Martin and the Company, dated December
21, 2000.
10.7# Employment Agreement, dated April 15, 2002 between the Company and
Steven D. Rudnik.
10.8# Employment Agreement, dated February 15, 2002 between the Company and
Mark Fuller.
10.9# Employment Agreement, dated April 15, 2002 between the Company and
Joerg Klaube.
10.10# Employment Agreement, dated April 15, 2002 between the Company and
Steven Jagels
23.1 Independent Auditors' Consent
----------
+ Documents incorporated by reference to Magnitude's Annual Report previously
filed on Forms 10-KSB for the fiscal years ended December 31, 2001and 2000 and
Forms 10-QSB for the quarter ended March 31, 2002, June 30, 2002 and September
30, 2002 with the Securities and Exchange Commission.
* Previously filed as exhibits to the Registration Statement and amendments
thereto filed on Form SB-2, Registration No. 333-34512, with the Commission.
# Previously filed as exhibits to the Registration Statement and amendments
thereto on Form SB-2, Registration No. 333-73992, with the Commission.
ITEM 28. UNDERTAKINGS
A. UNDERTAKING PURSUANT TO RULE 415
The undersigned Registrant hereby undertakes: (1) To file, during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement: (i) to include any prospectus required by Section
10(a)(3) Securities Act of 1933 (the "Securities Act"); (ii) to reflect in the
prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
Registration Statement; (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; (3) To remove from registration by means of a
post-effective amendment any of the securities being registered that remain
unsold at the termination of this offering.
87
B. UNDERTAKING IN RESPECT OF INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
88
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
MAGNITUDE INFORMATION SYSTEMS, INC., a corporation organized and existing under
the laws of the State of Delaware, has duly caused this Pre-Effective Amendment
No. 1 to its Registration Statement on Form SB-2 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Town of Chester, State of New
Jersey, on October 19, 2004.
MAGNITUDE INFORMATION SYSTEMS, INC.
By: /s/ Steven D. Rudnik
----------------------------------------------------
Steven D. Rudnik, President and Chief Executive Officer
By: /s/ Joerg H. Klaube
----------------------------------------------------
Joerg H. Klaube, Chief Financial Officer
(Chief Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven D. Rudnik, his attorneys-in-fact, each
with the power of substitution, for him in any and all capacities, to sign any
amendments to this Registration Statement on Form SB-2, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof. Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Steven D. Rudnik October 19, 2004
------------------------- President and
Steven D. Rudnik Chief Executive Officer
October 19, 2004
/s/ Joerg H. Klaube
------------------------- Chief Financial Officer
Joerg H. Klaube (Principal Financial Officer)
October 19, 2004
* Director
-------------------------
Steven L. Gray
October 19, 2004
* Director
-------------------------
Ivano Angelastri
October 19, 2004
* Director
-------------------------
Joseph J. Tomasek
by: /S/ Steven D. Rudnik
ATTORNEY-IN-FACT
The Board of Directors
Magnitude Information Systems, Inc. and Subsidiaries
As independent public accountants, we hereby consent to the inclusion in
Pre-Effective Amendment No. 1 to Form SB-2 Registration Statement of Magnitude
Information Systems, Inc. and Subsidiaries, filed with the Commission on or
about October 19, 2004, of our report dated March 5, 2004 on the consolidated
financial statements of Magnitude Information Systems, Inc. and Subsidiaries for
the fiscal years ended December 31, 2003 and 2002, and to all references to our
Firm included in this Registration Statement.
/s/Rosenberg Rich Baker Berman & Company
Rosenberg Rich Baker Berman & Company
Bridgewater, New Jersey
October 19, 2004
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