[X]
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
[
]
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
Delaware
|
11-2920559
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S
Employer Identification Number)
|
1433
State Highway 34, Building C; Farmingdale, New Jersey
|
07727
|
(Address
of principal executive offices)
|
(Zip
Code)
|
PART
I. Financial
Information
|
Page
Number
|
Item
1. Financial Statements
|
|
Consolidated
balance sheets as of June 30, 2006 (unaudited) and December 31, 2005
|
3
|
Consolidated
statements of operations for the three and six months ended June
30, 2006
and 2005 (unaudited)
|
4
|
Consolidated
statements of cash flows for the six months ended June 30, 2006 and
2005
(unaudited)
|
5
|
Consolidated
statements of comprehensive loss for the three and six months ended
June
30, 2006 and 2005 (unaudited)
|
6
|
Notes
to consolidated financial statements (unaudited)
|
7
|
Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
|
15
|
Item
3. Quantitative and Qualitative Disclosures about Market Risk
|
25
|
Item
4. Controls and Procedures
|
26
|
PART
II. Other
Information
|
26
|
SIGNATURE
|
28
|
|
June
30,
2006
|
December
31,
2005
|
|||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
43
|
$
|
29
|
|||
Assets
of operations to be abandoned
|
138
|
131
|
|||||
Trade
accounts receivable, net
|
226
|
18
|
|||||
Prepaid
expenses and other current assets
|
47
|
53
|
|||||
Total
current assets
|
454
|
231
|
|||||
Property
and equipment, net
|
11
|
10
|
|||||
Total
assets
|
$
|
465
|
$
|
241
|
|||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|||||||
Current
liabilities:
|
|||||||
Senior
reorganization debt
|
$
|
2,559
|
$
|
2,559
|
|||
Convertible
bridge notes
|
2,367
|
1,760
|
|||||
Short-term
debt
|
3,763
|
3,481
|
|||||
Accounts
payable
|
2,626
|
2,528
|
|||||
Accrued
expenses:
|
|||||||
Salaries,
wages, and related items
|
1,002
|
1,036
|
|||||
Other
|
2,546
|
2,193
|
|||||
Liabilities
of operations to be abandoned
|
507
|
490
|
|||||
Deferred
revenue
|
67
|
78
|
|||||
Total
current liabilities
|
15,437
|
14,125
|
|||||
Long-term
debt
|
135
|
131
|
|||||
Senior
convertible redeemable preferred stock
|
1,061
|
1,061
|
|||||
Total
liabilities
|
16,633
|
15,317
|
|||||
Stockholders'
(deficit):
|
|||||||
Preferred
stock
|
--
|
--
|
|||||
Common
stock
|
48
|
48
|
|||||
Additional
paid-in-capital
|
210,594
|
210,594
|
|||||
Accumulated
other comprehensive loss
|
(4
|
)
|
(3
|
)
|
|||
Accumulated
deficit
|
(226,806
|
)
|
(225,715
|
)
|
|||
Total
stockholders' (deficit)
|
(16,168
|
)
|
(15,076
|
)
|
|||
Total
liabilities and stockholders' (deficit)
|
$
|
465
|
$
|
241
|
Three
Months Ended June 30,
|
Six
Months Ended June 30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Revenue:
|
|||||||||||||
Software
|
$
|
--
|
$
|
285
|
$
|
107
|
$
|
374
|
|||||
Maintenance
|
38
|
28
|
78
|
61
|
|||||||||
Services
|
282
|
148
|
416
|
179
|
|||||||||
Total
operating revenue
|
320
|
461
|
601
|
614
|
|||||||||
Cost
of revenue
|
|||||||||||||
Software
|
1
|
9
|
5
|
13
|
|||||||||
Maintenance
|
39
|
96
|
113
|
196
|
|||||||||
Services
|
166
|
250
|
294
|
478
|
|||||||||
Total
cost of revenue
|
206
|
355
|
412
|
687
|
|||||||||
Gross
margin (loss)
|
114
|
106
|
189
|
(73
|
)
|
||||||||
Operating
expenses:
|
|||||||||||||
Sales
and marketing
|
101
|
196
|
197
|
420
|
|||||||||
Research
and product development
|
96
|
250
|
243
|
514
|
|||||||||
General
and administrative
|
226
|
265
|
449
|
513
|
|||||||||
(Gain)
on disposal of asset
|
--
|
--
|
(1
|
)
|
--
|
||||||||
Total
operating expenses
|
423
|
711
|
888
|
1,447
|
|||||||||
Loss
from operations
|
(309
|
)
|
(605
|
)
|
(699
|
)
|
(1,520
|
)
|
|||||
Other
income (expense):
|
|||||||||||||
Interest
expense
|
(198
|
)
|
(143
|
)
|
(380
|
)
|
(267
|
)
|
|||||
Other
income/(expense)
|
(8
|
)
|
10
|
(12
|
)
|
18
|
|||||||
Loss
before provision for income taxes
|
(515
|
)
|
(738
|
)
|
(1,091
|
)
|
(1,769
|
)
|
|||||
Income
tax provision
|
--
|
--
|
--
|
--
|
|||||||||
Net
loss
|
$
|
(515
|
)
|
$
|
(738
|
)
|
$
|
(1,091
|
)
|
$
|
(1,769
|
)
|
|
Net
loss per share applicable to common shareholders—basic and
diluted
|
$
|
(0.01
|
)
|
$
|
(0.02
|
)
|
$
|
(0.02
|
)
|
$
|
(0.04
|
)
|
|
Weighted
average common shares outstanding -- basic and diluted
|
48,040
|
43,518
|
48,040
|
43,465
|
Six
Months Ended June 30,
|
|||||||
2006
|
2005
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
loss
|
$
|
(1,091
|
)
|
$
|
(1,769
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|||||||
Depreciation
and amortization
|
6
|
6
|
|||||
Stock
compensation expense
|
-
|
17
|
|||||
Provision
for doubtful accounts
|
-
|
(12
|
)
|
||||
Changes
in assets and liabilities, net of assets acquired and liabilities
assumed:
|
|||||||
Trade
accounts receivable and related party receivables
|
(208
|
)
|
98
|
||||
Assets
and liabilities - discontinued operations
|
10
|
(25
|
)
|
||||
Prepaid
expenses and other assets
|
6
|
86
|
|||||
Accounts
payable and accrued expenses
|
415
|
446
|
|||||
Deferred
revenue
|
(11
|
)
|
49
|
||||
Net
cash used in operating activities
|
(873
|
)
|
(1,104
|
)
|
|||
Cash
flows from investing activities:
|
|||||||
Purchases
of equipment
|
(7
|
)
|
--
|
||||
Cash
flows from financing activities:
|
|||||||
Borrowings
under credit facility, term loans, notes payable
|
950
|
1,082
|
|||||
Repayments
of term loans, credit facility and notes payable
|
(55
|
)
|
(55
|
)
|
|||
Net
cash provided by financing activities
|
895
|
1,027
|
|||||
Effect
of exchange rate changes on cash
|
(1
|
)
|
3
|
||||
Net
increase (decrease) in cash and cash equivalents
|
14
|
(74
|
)
|
||||
Cash
and cash equivalents:
|
|||||||
Beginning
of period
|
29
|
107
|
|||||
End
of period
|
$
|
43
|
$
|
33
|
Three
Months Ended
June
30,
|
Six
Months Ended
June
30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Net
loss
|
$
|
(515
|
)
|
$
|
(738
|
)
|
$
|
(1,091
|
)
|
$
|
(1,769
|
)
|
|
Other
comprehensive income, net of tax:
|
|||||||||||||
Foreign
currency translation adjustment
|
(2
|
)
|
2
|
(4
|
)
|
3
|
|||||||
Comprehensive
loss
|
$
|
(517
|
)
|
$
|
(736
|
)
|
$
|
(1,095
|
)
|
$
|
(1,766
|
)
|
Shares
|
||||
Outstanding
on January 1, 2006
|
5,900,897
|
|||
Granted
|
--
|
|||
Exercised
|
--
|
|||
Forfeited
|
(825,600
|
)
|
||
Outstanding
on June 30, 2006
|
5,075,297
|
|||
Weighted
average exercise price of outstanding options
|
$
|
1.20
|
||
Shares
available for future grants on June 30, 2006
|
3,239,160
|
(dollars
in thousands)
|
June
30,
2006
|
December
31, 2005
|
|||||
Term
loan (a)
|
$
|
1,971
|
$
|
1,971
|
|||
Note
payable; related party (b)
|
9
|
9
|
|||||
Notes
payable (c)
|
791
|
509
|
|||||
Short
term convertible note (d)
|
265
|
265
|
|||||
Short
term convertible note, related party (e)
|
727
|
727
|
|||||
$
|
3,763
|
$
|
3,481
|
(a)
|
The
Company has a $1,971,000 term loan bearing interest at LIBOR plus
1.5%
(approximately 6.13% at June 30, 2006). Interest is payable quarterly.
There are no financial covenants and the term loan is guaranteed
by Liraz
Systems Ltd., the Company’s former principal shareholder. The loan matures
on October 30, 2006.
|
(b)
|
From
time to time the Company entered into promissory notes with the Company's
Chief Information Officer, Anthony Pizi. As of June 30, 2006, the
Company
is indebted to Mr. Pizi in the amount of $9,000. The notes bear interest
at 12% per annum.
|
(c)
|
The
Company entered into a revolving credit facility with a group of
private
investors and from time to time has issued a series of short term
promissory notes with these private lenders, which provide for short
term
borrowings both secured and unsecured by accounts receivable. As
of June
30, 2006, the Company has issued short term notes totaling $195,000.
The
Company also entered into a short term promissory note with interest
at
10% per annum with Liraz Systems Ltd, the sole guarantor on the Company’s
term loan, in the amount of $178,000. In addition, the Company has
settled
certain litigation and agreed to a series of promissory notes to
support
the obligations. The notes bear interest between 10% and 12% per
annum.
|
(d)
|
The
Company entered into convertible notes with private lenders. The
notes
bear interest between 12% and 24% per annum and allow for the conversion
of the principal amount due into common stock of the Company. In
April
2005, the Company entered into a convertible loan in the amount of
$30,000
with Mr. Bruce Miller, a member of the Company’s Board of Directors. Under
the terms of this agreement, the loan bears interest at 1% per month
and
is convertible upon the option of the note holder into 428,571 shares
of
our common stock at a conversion price of $0.07 per share. In May
2004,
the Company entered into convertible loans aggregating $185,000 from
several investors. Under the terms of these agreements, the loans
bear
interest between 1% and 1.5% per month and are convertible upon the
option
of the note holder into an aggregate of 578,125 shares of our common
stock
and warrants to purchase an aggregate of 578,125 shares of our common
stock exercisable at $0.32. The warrants expire three years from
grant.
Also in March 2004, the Company entered into a convertible loan with
another investor in the amount of $50,000. Under the terms of this
agreement, the loan bears interest at 1% per month and is convertible
upon
the option of the note holder into 135,135 shares of our common stock
and
warrants to purchase 135,135 shares of our common stock at an exercisable
price of $0.37 per share. All such warrants expire three years from
the
date of grant.
|
(e) |
The
Company entered into convertible promissory notes with Anthony Pizi,
the
Company’s Information Officer and Mark and Carolyn Landis, who are related
by marriage to Anthony Pizi, and Mr. Landis is the Company's Chairman
of
the Board of Directors. In April 2004, the Company entered
into
|
Three
Months Ended June 30,
|
Six
Months Ended June 30,
|
||||||||||||
|
2006
|
2005
|
2006
|
2005
|
|||||||||
Net
loss applicable to common stockholders, as reported
|
$
|
(515
|
)
|
$
|
(738
|
)
|
$
|
(1,091
|
)
|
$
|
(1,769
|
)
|
|
Less:
Total stock based employee compensation expense under fair value
based
method for all awards, net of related tax effects
|
--
|
(48
|
)
|
--
|
(154
|
)
|
|||||||
$
|
(515
|
)
|
$
|
(786
|
)
|
$
|
(1,091
|
)
|
$
|
(1,923
|
)
|
||
Basic
and diluted loss per share:
|
|||||||||||||
Net
loss per share applicable to common shareholders
|
$
|
(0.01
|
)
|
$
|
(0.02
|
)
|
$
|
(0.02
|
)
|
$
|
(0.04
|
)
|
|
Weighted
common shares outstanding - basic and diluted
|
48,040
|
43,518
|
48,040
|
43,465
|
June
30,
|
|||||||
2006
|
2005
|
||||||
Stock
options, common share equivalent
|
5,075,297
|
7,258,647
|
|||||
Warrants,
common share equivalent
|
19,376,075
|
19,953,406
|
|||||
Preferred
stock, common share equivalent
|
8,504,611
|
9,543,223
|
|||||
|
32,955,983
|
36,755,276
|
Three
Months Ended June 30, 2006
|
Three
Months Ended June 30, 2005
|
||||||||||||||||||
Desktop
Integration
|
Messaging
and Application Engineering
|
Total
|
Desktop
Integration
|
Messaging
and Application Engineering
|
Total
|
||||||||||||||
Total
revenue
|
$
|
318
|
$
|
2
|
$
|
320
|
$
|
457
|
$
|
4
|
$
|
461
|
|||||||
Total
cost of revenue
|
206
|
--
|
206
|
355
|
--
|
355
|
|||||||||||||
Gross
margin
|
112
|
2
|
114
|
102
|
4
|
106
|
|||||||||||||
Total
operating expenses
|
400
|
23
|
423
|
685
|
26
|
711
|
|||||||||||||
Segment
profitability (loss)
|
$
|
(288
|
)
|
$
|
(21
|
)
|
$
|
(309
|
)
|
$
|
(583
|
)
|
$
|
(22
|
)
|
$
|
(605
|
)
|
Six
Months Ended June 30, 2006
|
Six
Months Ended June 30, 2005
|
||||||||||||||||||
Desktop
Integration
|
Messaging
and Application Engineering
|
Total
|
Desktop
Integration
|
Messaging
and Application Engineering
|
Total
|
||||||||||||||
Total
revenue
|
$
|
596
|
$
|
5
|
$
|
601
|
$
|
605
|
$
|
9
|
$
|
614
|
|||||||
Total
cost of revenue
|
412
|
--
|
412
|
687
|
--
|
687
|
|||||||||||||
Gross
margin (loss)
|
184
|
5
|
189
|
(82
|
)
|
9
|
(73
|
)
|
|||||||||||
Total
operating expenses
|
844
|
45
|
889
|
1,391
|
56
|
1,447
|
|||||||||||||
Segment
profitability (loss)
|
$
|
(660
|
)
|
$
|
(40
|
)
|
$
|
(700
|
)
|
$
|
(1,473
|
)
|
$
|
(47
|
)
|
$
|
(1,520
|
)
|
Three
Months Ended June 30,
|
Six
Months Ended June
30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Total
segment operating expenses
|
$
|
423
|
$
|
711
|
$
|
889
|
$
|
1,447
|
|||||
(Gain)
on disposal of asset
|
--
|
--
|
(1
|
)
|
--
|
||||||||
Total
operating expenses
|
$
|
423
|
$
|
711
|
$
|
888
|
$
|
1,447
|
Three
Months Ended June 30,
|
Six
Months Ended June 30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Total
segment profitability (loss)
|
$
|
(309
|
)
|
$
|
(605
|
)
|
$
|
(700
|
)
|
$
|
(1,520
|
)
|
|
Gain
on disposal of asset
|
--
|
--
|
1
|
--
|
|||||||||
Interest
and other income/(expense), net
|
(206
|
)
|
(133
|
)
|
(392
|
)
|
(249
|
)
|
|||||
Total
loss before income taxes
|
$
|
(515
|
)
|
$
|
(738
|
)
|
$
|
(1,091
|
)
|
$
|
(1,769
|
)
|
June
30,
|
|||||||
2006
|
2005
|
||||||
Desktop
Integration
|
$
|
11
|
$
|
9
|
|||
Messaging
and Application Engineering
|
--
|
--
|
|||||
Total
assets
|
$
|
11
|
$
|
9
|
·
|
market
acceptance of the Cicero product and successful execution of the
new
strategic direction;
|
·
|
general
economic or business conditions may be less favorable than expected,
resulting in, among other things, lower than expected revenues;
|
·
|
trends
in sales of our products and general economic conditions may affect
investors' expectations regarding our financial performance and may
adversely affect our stock price;
|
·
|
our
future results may depend upon the continued growth and business
use of
the Internet;
|
·
|
we
may lose market share and be required to reduce prices as a result
of
competition from its existing competitors, other vendors and information
systems departments of customers;
|
·
|
we
may not have the ability to recruit, train and retain qualified personnel;
|
·
|
rapid
technological change could render the Company's products obsolete;
|
·
|
loss
of any one of our major customers could adversely affect our business;
our
products may contain undetected software errors, which could adversely
affect our business;
|
·
|
because
our technology is complex, we may be exposed to liability claims;
|
·
|
we
may be unable to enforce or defend our ownership and use of proprietary
technology;
|
·
|
because
we are a technology company, our common stock may be subject to erratic
price fluctuations; and
|
·
|
we
may not have sufficient liquidity and capital resources to meet changing
business conditions.
|
Three
Months Ended June 30, 2006
|
Three
Months Ended June 30, 2005
|
||||||||||||||||||
Desktop
Integration
|
Messaging
and Application Engineering
|
Total
|
Desktop
Integration
|
Messaging
and Application Engineering
|
Total
|
||||||||||||||
Total
revenue
|
$
|
318
|
$
|
2
|
$
|
320
|
$
|
457
|
$
|
4
|
$
|
461
|
|||||||
Total
cost of revenue
|
206
|
--
|
206
|
355
|
--
|
355
|
|||||||||||||
Gross
margin
|
112
|
2
|
114
|
102
|
4
|
106
|
|||||||||||||
Total
operating expenses
|
400
|
23
|
423
|
685
|
26
|
711
|
|||||||||||||
Segment
profitability (loss)
|
$
|
(288
|
)
|
$
|
(21
|
)
|
$
|
(309
|
)
|
$
|
(583
|
)
|
$
|
(22
|
)
|
$
|
(605
|
)
|
Six
Months Ended June 30, 2006
|
Six
Months Ended June 30, 2005
|
||||||||||||||||||
Desktop
Integration
|
Messaging
and Application Engineering
|
Total
|
Desktop
Integration
|
Messaging
and Application Engineering
|
Total
|
||||||||||||||
Total
revenue
|
$
|
596
|
$
|
5
|
$
|
601
|
$
|
605
|
$
|
9
|
$
|
614
|
|||||||
Total
cost of revenue
|
412
|
--
|
412
|
687
|
--
|
687
|
|||||||||||||
Gross
margin (loss)
|
184
|
5
|
189
|
(82
|
)
|
9
|
(73
|
)
|
|||||||||||
Total
operating expenses
|
844
|
45
|
889
|
1,391
|
56
|
1,447
|
|||||||||||||
Segment
profitability (loss)
|
$
|
(660
|
)
|
$
|
(40
|
)
|
$
|
(700
|
)
|
$
|
(1,473
|
)
|
$
|
(47
|
)
|
$
|
(1,520
|
)
|
Exhibit
No.
|
Description
|
31.1
|
Certification
of Chief Executive Officer/Chief Financial Officer pursuant to Rule
13a-14(a) (filed herewith).
|
32.1
|
Certification
of John P. Broderick pursuant to 18 USC Sec. 1350, as adopted pursuant
to
Sec.906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
|