<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________.
Commission File No. 0-12471
IMAGEMATRIX CORPORATION
(Exact name of small business issuer as specified in its charter)
COLORADO 84-1313108
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 S. COLORADO BLVD. - SUITE 500, DENVER, COLORADO 80246
(Address of principal executive offices) (Zip code)
(303) 399-3700
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
--- ---
The small business issuer had 9,717,678 shares of common stock outstanding as of
August 13,1998.
Transitional Small Business Disclosure Format:
Yes No X
--- ---
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
IMAGEMATRIX CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------------- --------------------------------
1998 1997 1998 1997
-------------- --------------- ------------- --------------
<S> <C> <C> <C> <C>
Revenue:
Licenses $ 751 $ 1,250 $ 2,982 $ 1,936
Services and maintenance 448 370 864 682
Hardware and other 3 315 363 661
-------------- --------------- ------------- --------------
Total revenue 1,202 1,935 4,209 3,279
COST OF REVENUE:
Licenses 175 658 1,109 961
Services and maintenance 1,045 390 1,820 559
Hardware and other 1 284 272 500
-------------- --------------- ------------- --------------
Total cost of revenue 1,221 1,332 3,201 2,020
Gross margin (19) 603 1,008 1,259
Selling, general and administrative expenses 1,697 1,467 3,432 2,675
-------------- --------------- ------------- --------------
Operating loss (1,716) (864) (2,424) (1,416)
Other income(expense) (73) (9) (88) (5)
-------------- --------------- ------------- --------------
NET AND COMPREHENSIVE LOSS (1,789) (873) (2,512) (1,421)
Preferred stock dividends:
Imputed - (833) - (833)
Accrued (1) (48) (2) (48)
-------------- --------------- ------------- --------------
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS $(1,790) $(1,754) $(2,514) $(2,302)
============== =============== ============= ==============
BASIC AND DILUTED NET LOSS PER COMMON SHARE $ (0.19) $ (0.36) $ (0.26) $ (0.47)
============== =============== ============= ==============
COMMON SHARES USED IN COMPUTING NET LOSS
PER COMMON SHARE 9,573 4,923 9,570 4,902
============== =============== ============= ==============
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
2
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IMAGEMATRIX CORPORATION
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION> JUNE 30,
1998
-------------
ASSETS
Current assets
<S> <C>
Cash $ 222
Accounts receivable, net of allowance of $25 1,407
Unbilled revenues 939
Prepaid expenses and other current assets 408
-------------
Total current assets 2,976
Property and equipment at cost, less accumulated
depreciation of $546 324
Other assets, net of accumulated amortization of $94 43
-------------
TOTAL ASSETS $ 3,343
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 1,936
Deferred revenue 37
Other current liabilities 917
-------------
Total current liabilities 2,890
Stockholders' equity
Preferred stock, no par value, 5,000,000 shares authorized,
100,000 shares issued and outstanding (liquidation preference 114
of $100,000)
Common stock, no par value, 20,000,000 shares authorized,
9,667,678 shares issued and outstanding 11,821
Accumulated deficit (11,482)
-------------
Total stockholders' equity 453
-------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,343
=============
</TABLE>
See notes to consolidated financial statements.
3
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IMAGEMATRIX CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION> SIX MONTHS
ENDED
JUNE 30,
---------------------------------
1998 1997
-------------- --------------
OPERATING ACTIVITIES
<S> <C> <C>
Net loss $(2,512) $(1,421)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization 214 226
Changes in operating assets and liabilities:
Accounts receivable 980 (601)
Unbilled revenues (27) (1,162)
Inventory 20 95
Prepaid expenses and other current assets (195) (96)
Accounts payable 1,316 541
Deferred revenue (930) 48
Other current liabilities 646 215
Other assets (37) (23)
-------------- --------------
NET CASH USED IN OPERATING ACTIVITIES (525) (2,176)
INVESTING ACTIVITIES
Purchases of computer equipment and furniture (12) (84)
-------------- --------------
NET CASH USED BY INVESTING ACTIVITIES (12) (84)
FINANCING ACTIVITIES
Issuance of preferred stock, net of offering costs of $363 - 2,938
Issuance of common stock, net of offering costs of $36 - 465
Exercise of warrants 53 -
-------------- --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 53 3,403
-------------- --------------
Net increase(decrease) in cash and cash equivalents (414) 1,143
Cash and cash equivalents at beginning of period 706 324
-------------- --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 222 $ 1,467
============== ==============
</TABLE>
See notes to consolidated financial statements.
4
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IMAGEMATRIX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 BASIS OF PRESENTATION
These statements should be read in conjunction with the financial statements and
notes thereto included in the Company's Form 10-KSB for the year ended December
31, 1997. The accompanying financial statements have been prepared in
accordance with generally accepted auditing standards and in the opinion of the
Company's management, such financial statements include all adjustments
necessary to summarize fairly the Company's financial position and results of
operations. All adjustments made to the interim financial statements presented
are of a normal, recurring nature. The results of operations for the six months
ended June 30, 1998, may not be indicative of results that may be expected for
the year ending December 31, 1998.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
On January 1, 1998, the Company adopted Statement of Position SOP 97-2,
"Software Revenue Recognition" which requires that revenue for licensing,
selling, leasing or otherwise marketing computer software be recognized when
certain criteria are met. The adoption of 97-2 did not have a material affect
on the results of operations.
Software Development Costs
The Company recognizes software and system development expenses at the time of
occurrence for all software and system conceptual design, writing, programming,
and production prior to a Beta-site test at a customer site. Once a product has
been installed at a customer Beta-site and functionality and conceptual design
has been proved, the Company capitalizes all expenses associated with the
development of that software until general release to the public. If upon
review of the costs incurred during the period from initial Beta-site testing
until general release to the public the Company determines that the costs
incurred were immaterial, such costs will be expensed in that period. At June
30, 1998, all capitalized software has been amortized.
NOTE 3 WARRANTS
During the second quarter of 1998, 1,500,000 of the warrants issued in
conjunction with the April 1997 sale of preferred stock were repriced from $2.00
to $1.00. In connection with the repricing of the warrants, the Company entered
into an agreement with the warrant holder pursuant to which, for each one share
purchased under the repriced warrants, the Company will issue the warrant holder
new warrants to purchase one share at an exercise price of $2.00 per share.
This agreement expires August 28, 1998. Subsequently, the Company repriced
150,000 of these warrants to $.55. During June 1998, 100,000 of the $.55
warrants were exercised and 100,000 shares of common stock were issued. Net
proceeds to the Company totaled $53,000. During July 1998, 50,000 of the $.55
warrants were exercised and the same number of shares of common stock were
issued. In connection with the exercise of the warrants, the Company issued
150,000 warrants at an exercise price of $2.00 per share which expire one year
from issuance.
NOTE 4 STOCK OPTIONS
In August 1998, the Board of Directors of the Company repriced the options held
by all employees. A total of 1,011,100 employee options ranging in exercise
price from $ 2.58 to $ 3.88 were repriced at $ .50 per share which was the
market value of the Company's common stock on the date of repricing.
5
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NOTE 5 EMPLOYMENT AGREEMENTS
In July 1998, the Company entered into employment agreements with certain key
employees that provide for lump sum severance payments upon termination of
employment under certain circumstances or a change in control, as defined. The
agreements terminate one year from execution if the circumstances do not occur.
The maximum contingent liability under these agreements in such event is
approximately $200,000.
NOTE 6 IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In 1997, Statement of Financial Accounting Standards 130, "Reporting
Comprehensive Income" and Statement of Financial Standards 131"Disclosures About
Segments of an Enterprise and Related Information" were issued. Statement 130
establishes standards for displaying comprehensive income, its components and
accumulated balances. Statement 131 establishes standards on the way that
public companies report financial information about operating segments in annual
financial statements and requires reporting of selected information about
operating segments in interim financial statements. Statements 130 and 131 are
effective for financial statements for periods beginning after December 15, 1997
and requires comparative information for earlier years to be restated.
Management has not been able to fully evaluate the impact, if any, the standards
may have on the future financial statement disclosures. However, results of
operations and financial position will be unaffected by implementation of these
standards.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
ImageMatrix Corporation (the Company) was incorporated in July 1995. The
Company designs, sells and installs document imaging and work flow systems which
improve productivity and customer service for health maintenance organizations
(HMOs), health insurance companies, third-party administrators (TPAs), workers
compensation organizations, dental providers and preferred provider
organizations. These organizations are collectively known as Managed Care
Organizations (MCOs). The Company's systems utilize the Company's proprietary
software as well as components manufactured by third party software, hardware
and peripheral vendors. The Company has developed a suite of software products
including CaptureMatrix TM, ClaimMatrix TM and ServiceMatrix TM. CaptureMatrix
TM is a document capture, storage and retrieval system. ClaimMatrix TM performs
imaging-based workflow claims processing. ServiceMatrix TM was released on June
30, 1997 and enables customer service departments to resolve customer inquiries
in a rapid, cost-efficient manner.
RESULTS OF OPERATIONS
REVENUE
Total revenue for the quarter ended June 30, 1998, was $1,202,000 a decrease of
38% or $733,000 over the same period in 1997; total revenue for the six month
period ending June 30, 1998 was $4,209,000 an increase of 28% or $930,000 over
the same period in 1997. The increase for the six months ended June 30, 1998
is primarily the result of an increase in transaction size in 1998, while the
decrease in the second quarter is primarily due to fewer closed contracts in the
quarter. As yet, the Company does not believe that it is in a position to
reliably predict continued quarterly or annual growth. Further, the Company
believes that it will continue to experience significant quarterly variations in
revenue, either positively or negatively, until the number of sales increases to
the point where the presence or absence of a larger order, or the timing of
revenue recognition, will not significantly impact revenues from period to
period.
6
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LICENSES REVENUE
Revenue from the sale of software licenses (including third party software) for
the six months ended June 30, increased to $2,982,000 in 1998 from 1,936,000 in
1997; an increase of $1,046,000 or 54%. For the three months ended June 30,
revenue from sales of software licenses decreased to $751,000 in 1998 from
$1,250,000 in 1997; a decrease of $499,000 or 40%. The increase over the six-
month period is the result of a smaller number of larger transactions for the
Company's proprietary and third party software. The decrease for the three
months ended June 30, 1998 is due to fewer contracts being closed during the
quarter.
SERVICES AND MAINTENANCE REVENUE
Revenue from services and maintenance for the six months ended June 30,
increased to $864,000 in 1998 from $682,000 in 1997; an increase of $182,000 or
27%. For the three months ended June 30, revenue from services and maintenance
increased to $448,000 in 1998 from $370,000 in 1997; an increase of $78,000 or
21%. The Company typically performs implementation services in conjunction with
the sale of software licenses and the increase is a result of the overall
increase in license revenue discussed above.
HARDWARE AND OTHER REVENUE
Revenue from the sale of hardware and other for the six months ended June 30,
decreased to $363,000 in 1998 from $661,000 in 1997; a decrease of $298,000 or
45%. For the three months ended June 30, revenue from sales of hardware and
other decreased to $3,000 in 1998 from $315,000 in 1997; a decrease of $312,000
or 99%. The decrease is primarily due to fewer contracts in the second quarter.
COST OF REVENUE
COST OF LICENSES REVENUE
Cost of licenses includes third party software costs and amortization of
capitalized software. Costs of licenses, for the six months ended June 30,
increased from $961,000 in 1997 to $1,109,000 1998; an increase of $148,000 or
15%. For the three months ended June 30, cost of licenses decreased $483,000 or
73%, from $658,000 in 1997 to $175,000 in 1998. Gross margin on license sales
increased from 47% to 77% and from 50% to 63% for the three and six-month period
ending June 30, 1997 and 1998, respectively. The increase in gross margin is
primarily a result of the software development costs becoming fully amortized in
the first quarter of 1998.
COST OF SERVICES AND MAINTENANCE REVENUE
Cost of services and maintenance revenue includes the personnel and related
overhead costs for installation, training and customer support services combined
with fees paid to third party contractors. For the three months ended June 30,
cost of services and maintenance increased $655,000 or 168%, from $390,000 in
1997 to $1,045,000 in 1998. Costs of services and maintenance, for the six
months ended June 30, increased from $559,000 in 1997 to $1,820,000 1998; an
increase of $1,261,000 or 226%. Gross margin on services and maintenance revenue
decreased from (5)% to (133)% and from 18% to (110)% for the three and six-month
period ending June 30, 1997 and 1998, respectively. Several items continue to
adversely impact gross margin in this revenue category, primarily third party
subcontractor costs, and longer than anticipated implementation periods.
COST OF HARDWARE AND OTHER REVENUE
Cost of hardware and other revenue primarily consists of third party hardware
sold to proprietary software customers. Costs of hardware and other, for the six
months ended June 30, decreased from $500,000 in 1997 to $272,000 1998; a
decrease of $228,000 or 46%. For the three months ended June 30, cost of
hardware and other decreased $283,000 or 100%, from $284,000 in 1997 to $1,000
in 1998. Gross margin on hardware and other revenue increased from 10% to 66%
and from 24% to 25% for the three and six-month period ending June 30, 1997 and
1998, respectively. The change is primarily a result of lower margin realized
due to trailing costs incurred on existing projects.
7
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SELLING, GENERAL AND ADMINISTRATIVE COSTS
In the second quarter of 1998, selling, general and administrative costs rose
$230,000 or 16% from $1,467,000 in second quarter of 1997 to $1,697,000 in the
same period in 1998. These same costs increased $757,000 or 28% from $2,675,000
in the first six months of 1997 compared to $3,342,000 in the same period in
1998. The increase is primarily a result of increases in administrative costs
related to an increase in the number of employees from 1997 to 1998.
Additionally, implementation services departmental expenses increased as the
company increased its project management and training staff.
INTEREST EXPENSE
Interest expense was $73,000 for the three and six-month period ended June 30,
1998 compared to $4,000 for the three and six-month period ended June 30, 1997.
The increase is due to additional debt outstanding during the second quarter
1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity is generated from both internal and external sources and
is used to fund short-term working capital needs. At June 30, 1998, working
capital was $86,000. Historically, the Company has raised over $15 million in
gross proceeds by selling its Common and Preferred Stock. However, the Company
believes that its access to the capital markets is in doubt. There can be no
assurance that the Company will be able to raise the necessary capital to
sustain operations.
At June 30, 1998, $613,000 was outstanding under the line of credit. At August
13, 1998 $114,000 was outstanding.
The Company's short-term and long-term capital requirements will depend on many
factors, including, but not limited to, product revenues from operations,
working capital requirements, research and development expenses, capital
expenditures, successful project management, timely system installations and
variability of quarterly operations. The Company's market development efforts
are still relatively young and changes in the anticipated business development
of the Company which extend the Company's time to achieve profitability could
cause the Company to issue debt, additional equity or a combination thereof.
There can be no assurance that additional financing will be available, or, if
available, the terms of such financing will be favorable to the Company or its
shareholders without substantial dilution of their ownership rights. If
adequate funds are not available in the near term, the Company may be required
to curtail its operations significantly, forego market opportunities, or obtain
funds through arrangements with strategic partners or others that may require
the Company to relinquish material rights to certain of its technologies or
potential markets.
Net cash used in operating activities for the six months ended June 30, 1998 was
$525,000. Contributing to this usage was the loss experienced during the first
six months of 1998 and the decrease in deferred revenue. These decreases were
offset partially by a decrease in accounts receivable and an increase in
accounts payable and other current liabilities.
8
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YEAR 2000 ISSUE
Many currently installed computer systems and software products in use by
businesses and government organizations are coded to accept two digits, rather
than four, to specify the year. As a result, in less than two years, computer
systems and/or software used by many companies may need to be upgraded to comply
with such "Year 2000" requirements. Significant uncertainty exists in the
software industry concerning the potential effects associated with such
compliance.
The Company's proprietary software, upon which its operations are significantly
dependent, was originally designed to be Year 2000 compliant. As such, the
Company expects future costs related to Year 2000 compliance issues to be
minimal. In addition, other third party software used internally is Year 2000
compliant. The Company will continue to monitor its third party software
vendors for compliance. Based upon the above facts, the Company believes that
costs related to the Year 2000 issue will be minimal.
"SAFE HARBOR" STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The statements contained in this report which are not historical facts are
forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those set forth in or
implied by forward-looking statements, including, but not limited to, the risk
that the Company will not be able to raise sufficient new capital to maintain
operations, the risk that the market for imaging-based claims processing may not
develop as expected, the degree of success of the Company's market initiatives,
expansion of sales in the MCO industry, the success of the Company in
forecasting demand for the ClaimMatrix(TM) and ServiceMatrix(TM) system, the
success of the Company in increasing ClaimMatrix(TM) and ServiceMatrix(TM)
system sales as a percentage of overall revenues to increase gross profit
margins and decrease general, administration and sales costs as a percentage of
overall gross profit, the risk that the Company will not be able to achieve
pricing levels or installation time lines sufficient to increase gross margins,
the risk that the long length of the Company's sales cycle could delay revenues,
the risk of variability of quarterly operations and those risks and
uncertainties discussed more completely in the Company's Form 10-KSB for the
year ended December 31, 1997, the Company's Form S-3 Registration Statement
dated August 8, 1997 and the Company's 10QSB for the quarter ended March 31,
1998.
PART II OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
(c) In June and July, 1998 the Company issued warrants to purchase an
aggregate of 150,000 shares of Common Stock to certain warrant holders in
connection with their exercise of warrants to purchase 150,000 shares of Common
Stock at a price of $.55 per share. The new warrants are exercisable at $2.00
per share and may be exercised for a period of one year from the date of grant.
The Company believes this transaction was private in nature and was exempt from
the registration requirements of Section 5 of the Securities Act by virtue of
the exemptions provided by Section 4(2) of the Securities Act.
9
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ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The following matters were submitted to a vote of shareholders of the Company at
the Annual Meeting of Shareholders held June 8, 1998.
(a) The following members were elected to the Board of Directors to hold
office until the next Annual Meeting of Shareholders:
Elected to
Nominee For Withhold Term Ending
- ------------------ --------- -------- -----------
Blair McNea 8,943,000 282,000 2001
Jaidev Sugavanam 8,943,000 282,000 2001
The terms of office of the directors of the Company are staggered. The terms of
office of the Company's other directors continue after the Annual Meeting, as
follows: Gerald Henderson, Bryan Finkel and David Seigle have terms which expire
at the 1999 Annual Meeting of Shareholders and Dennis Hefter, Robert Beekmann
and Beverly Sloan have terms which expire at the 2000 annual meeting of
shareholders.
At the Board of Directors meeting on June 8, 1998, the Board decided to reduce
the number of Directors from eight to five. This decision was made to reduce
the costs associated with the Board. At the direction of the Board, the
Chairman asked for volunteers to resign from the Board. At a later date and
subsequent to that request, directors Beekmann, McNea and Seigle resigned from
the Board.
(b) The ImageMatrix Corporation 1996 Incentive Stock Option Plan was
amended to increase the number of share of common stock reserved for
issuance thereunder from 737,500 to 1,212,500 by a vote of 8,948,000
in favor, 188,000 against and 27,000 abstentions.
(c) Hein + Associates LLP, independent public accountants, were selected
as the auditors of the Company for the fiscal year ending December 31,
1998, by a vote of 9,161,000 in favor, 51,000 against and 13,000
abstentions.
ITEM 5. OTHER INFORMATION
The Securities and Exchange Commission has amended the provisions of Rule 14a-4
under the Securities Exchange Act of 1934 to provide that the Company's proxies
solicited in connection with its annual meeting of shareholders, including the
1999 annual meeting, may confer discretionary voting authority on Company
management with respect to certain types of shareholder proposals that may be
raised at the annual meetings unless the proposing shareholder notifies the
Company at least 45 days prior to the date of mailing the prior year's proxy
that such proposal will be made at the meeting. The deadline for such notices
in connection with the Company's 1999 annual meeting of shareholders is March
26, 1999.
The Company has retained FAC Equities ("FAC") the investment banking division of
First Albany Corporation, to advise the Company in exploring alternatives to
enhance shareholder value, including potential merger or acquisition of the
Company. FAC will explore options including joint ventures, licensing and
potential merger opportunities for the Company.
10
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PAGE>
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(A) EXHIBITS:
3.1 Amended and Restated Articles of Incorporation. (1).
3.2 Bylaws of Registrant. (1).
3.3 Articles of Amendment to Articles of Incorporation, creating Series A
Convertible Preferred Stock. (2).
4.1 Form of Certificate for Shares of Common Stock. (1).
4.2 Form of Warrant Agreement and Redeemable Warrant. (1).
4.3 Form of Stock Purchase Warrant A. (2).
4.4 Form of Stock Purchase Warrant B. (2).
10.1 Employment Agreement dated December 29, 1995 by and between
ImageMatrix Corporation and Gerald E. Henderson. (1).
10.2 Severance Agreement dated December 29, 1995 by and between
ImageMatrix Corporation and Dennis C. Hefter. (1).
10.3 Letter Agreement dated December 21, 1995 by and between ImageMatrix
Corporation and Blair W. McNea. (1).
10.4 ImageMatrix Corporation Founders and Consultants Stock Option Plan.
(1).
10.5 ImageMatrix Corporation 1996 Stock Option Plan. (1).
10.6 ImageMatrix Corporation Stock Option Plan for Non-Employee Directors.
(1).
10.7 Asset Purchase Agreement dated August 30, 1995 by and among
Documatrix Acquisition Corporation, Random Access, Inc. and Gerald E.
Henderson. (1).
10.8 Authorized Reseller Agreement dated February 21, 1996 by and between
ImageMatrix Corporation and Optika Imaging Systems, Inc. (1).
10.9 Reseller Agreement dated January 8, 1996 by and between ImageMatrix
Corporation and FileNet Corporation. (1).
10.10 Asset Purchase Agreement dated February 15, 1995 by and among Random
Access, Inc., Documatrix Corporation and Gerald E. Henderson. (1).
10.11 Change in Terms Agreement dated December 27, 1995 by and among Bank
One Colorado, N.A., Gerald E. Henderson, Carolyn Lee Henderson and
Documatrix Corporation, as amended by Change in Terms Agreement dated
February 29, 1996 by and among Bank One Colorado, N.A., Gerald E.
Henderson, Carolyn Lee Henderson, Documatrix Corporation and
ImageMatrix Corporation. (1).
11
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10.12 Form of Securities Purchase Agreement dated April 14, 1997. (2).
10.13 Warrant Exercise Agreement dated September 4, 1997 by and between
ImageMatrix Corporation and Mueller Trading LP of Lakewood. (3)
10.14 Warrant Exercise Agreement dated October 24, 1997 by and between
ImageMatrix Corporation and Mueller Trading LP of Lakewood. (3)
10.15 Agreement dated October 27, 1997 by and between ImageMatrix
Corporation and Treuhand, Inc. (4)
10.16 Severance Agreement dated July 28, 1998 by and between ImageMatrix
Corporation and Mark H. Reinig.
27 Financial Data Schedule.
- ---------------------------------
(1) Incorporated by reference from the Registrant's Registration Statement on
Form SB-2 (File No. 333-1990).
(2) Incorporated by reference from the Registrant's Form 10-QSB for the quarter
ended March 31, 1997.
(3) Incorporated by reference from the Registrant's Form 10-QSB for the quarter
ended September 30, 1997.
(4) Incorporated by reference from the Registrant's Form 10-KSB for the year
ended December 31, 1997.
(B) REPORTS ON FORM 8-K
One report on Form 8-K was filed on April 28, 1998, relating to the
change in registrant's certifying accountants.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
IMAGEMATRIX CORPORATION
Date: August 13, 1997 By: /s/ Gerald E. Henderson
--------------------------------------
Gerald E. Henderson, Chief Executive
Officer (Principal Executive Officer)
Date: August 13, 1997 By: /s/ Richard L. Barich
--------------------------------------
Richard L. Barich, Chief Financial
Officer and Secretary (Principal
Financial and Accounting Officer)
12
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EXHIBIT 10.16
BONUS AND ESCROW AGREEMENT
This Bonus and Escrow Agreement is entered into this 27th day of July,
1998, by and among ImageMatrix Corporation, a Colorado corporation
("ImageMatrix"), Mark Reinig ("Employee") and U.S. Bank National Association
("Escrow Agent").
WHEREAS, Employee is an employee of ImageMatrix; and
WHEREAS, ImageMatrix desires to pay a bonus to Employee, subject to
forfeiture as provided herein;
NOW, THEREFORE, in consideration of the premises and of the covenants of
the parties as provided herein, the parties agree as follows:
1. For purposes of this Agreement, the following terms shall have the
meanings ascribed to them:
(a) "Acquisition" means the acquisition after the date of this
Agreement by a person or entity of not less than fifty one percent (51%) of the
issued and outstanding capital stock, or the acquisition of substantially all of
the assets of ImageMatrix.
(b) "Cause" means (A) conviction of, or plea of nolo contendere to,
any felony, or to any crime or offense involving acts of theft, fraud,
embezzlement, moral turpitude or similar conduct, (B) repeated intoxication by
alcohol or drugs during the performance of his duties, (C) breach of any
provision of this Agreement, willful and intentional misuse or diversion of
ImageMatrix', or any of ImageMatrix' affiliates, funds, embezzlement, or
fraudulent or willful and material misrepresentations or concealments, whether
orally or in any writing submitted to ImageMatrix, or its affiliates, (D)
repeated material failure, after written notice, to perform the duties of
Employee's employment, (E) material failure to follow or comply with any lawful
directive of any superior having authority to direct the activities of Employee,
or (F) the occurrence of an event or series of events which lead ImageMatrix to
the reasonable conclusion that Employee has materially breached or damaged
ImageMatrix's trust in Employee's character and integrity sufficiently to impair
his standing with ImageMatrix; provided, however, that in the case of the
foregoing clauses (D), (E) and (F), Employee shall have been informed, in
writing, of such material failure referred to in the foregoing clauses (D), (E)
and (F), respectively, and provided with a reasonable opportunity to cure such
material failure, if such failure is subject to cure.
(c) "Trigger Date" means the earlier to occur, if at all, of (i) the
date an agreement for an Acquisition is signed by ImageMatrix or (ii) the date
of filing a voluntary petition in bankruptcy (or an involuntary bankruptcy if
such petition is not withdrawn or dismissed within ninety (90) days of filing),
provided, however, that, except to the extent provided in Paragraph 6 hereof, a
Trigger Date shall not occur later than one (1) year after the date of this
Agreement.
(d) "Bonus" means cash consideration.
2. If the Trigger Date shall occur prior to one (1) year from the date of
this Agreement, and Employee has not been disqualified by the conditions of
Paragraph 5 hereof, then ImageMatrix shall pay
-1-
<PAGE>
Employee Bonus of One Hundred Thousand Dollars ($100,000.00) which shall be in
addition to the compensation Employee is entitled to in his capacity as an
employee of ImageMatrix. Such payment shall be made prior to or simultaneously
with the later to occur of the Trigger Date or the closing of an Acquisition if
an Acquisition is the event which precipitates the Trigger Date.
3. As an advance toward the payment of Bonus as contemplated by this
Agreement, ImageMatrix shall place into escrow in the name of Employee a amount
of Twenty Five Thousand Dollars ($25,000.00) (the "Advance") upon execution of
this Agreement. As the Advance shall be subject to substantial risk of
forfeiture, as hereinafter provided, ImageMatrix shall not reduce the Advance
for withholdings for taxes or other reasons. The Advance shall be deposited
with Escrow Agent and held under the terms of this Agreement. Employee is
responsible for any and all income taxes due upon the receipt of any or all of
the Advance.
4. If ImageMatrix shall fail to make any required payroll payment to
Employee while this Agreement is in effect, Employee shall be entitled to
receive, and Escrow Agent shall pay to Employee, the compensation otherwise due
to Employee from the Advance, and ImageMatrix shall thereafter be required to
replenish the Advance with Escrow Agent. If the Advance is not so replenished
within five (5) business days of the date of the missed payroll payment,
Employee shall be entitled to receive, and Escrow Agent shall pay to Employee
the remaining balance of the Advance.
5. For Employee to be entitled to receive Bonus up to and including the
Trigger Date, the following conditions shall apply:
(a) Employee shall not have been terminated by ImageMatrix for Cause,
as defined in Paragraph 1(b);
(b) Employee shall not have voluntarily terminated his employment at
ImageMatrix;
(c) Employee shall not have disclosed the terms of this Agreement to
anyone other than his legal and tax advisors, unless under compulsion of
subpoena or court order, in which case Employee shall have given ImageMatrix as
much advance notice as possible in order for ImageMatrix to object to the
disclosure of the terms of this Agreement.
6. If ImageMatrix terminates Employee without Cause within one (1) year
from the date of this Agreement, Employee shall be entitled to, and Escrow Agent
shall pay to Employee, the Advance, and if a Trigger Date shall occur within
ninety (90) days after such termination (even if the Trigger Date occurs after
one (1) year from the date of this Agreement), then Employee shall be entitled
to receive Bonus as provided by Paragraph 2 hereof.
7. Except as provided in Paragraph 6, if a Trigger Date has not occurred
by the close of business on the date which is one (1) year from the date of this
Agreement, this Agreement shall terminate, Employee shall forfeit the right to
receive the Advance, and Escrow Agent shall return the Advance to ImageMatrix.
8. THE PROVISIONS OF THIS AGREEMENT SHALL IN NO WAY ALTER EMPLOYEE'S
STATUS AS AN EMPLOYEE
-2-
<PAGE>
"AT WILL" UNDER COLORADO LAW OR LIMIT IMAGEMATRIX' ABILITY TO TERMINATE
EMPLOYEE'S EMPLOYMENT BY IMAGEMATRIX FOR ANY REASON, AT ANY TIME, WITHOUT
NOTICE.
9. Interest on the Advance shall accrue and shall be payable to ImageMatrix
under all circumstances one (1) year from the date of this Agreement,
notwithstanding how the balance of the Advance is paid out of escrow and
Employee shall provide his taxpayer information to Escrow Agent to permit Escrow
Agent to file required tax information. Escrow Agent's fee for services
hereunder shall be Five Hundred Dollars ($500.00) in advance per year or any
portion thereof payable by ImageMatrix.
10. Escrow agent referred to in Paragraph 3 shall be the trust department of
a regulated bank. General escrow terms, written by the bank trust department,
reviewed by both parties to the agreement, shall be attached to this agreement
and incorporated to this agreement. Any disbursements to employee out of escrow
shall be net of required withholdings as directed by ImageMatrix in writing.
IN WITNESS WHEREOF, the undersigned have affixed their signatures to these
Escrow Instructions as of the date first above written.
IMAGEMATRIX CORPORATION MARK REINIG
400 S. Colorado Blvd. 7234 West Portland Avenue
Denver, CO 80246 Littleton, CO 80123
By: /s/ Dennis C. Hefter By: /s/ Marl H. Reinig
-------------------- ------------------
Title: President
------------------
AGREED AND ACCEPTED, this 28 day of July, 1998.
ESCROW AGENT:
U.S Bank National Association
950 17th Street, Suite 650
Denver, CO 80202
By: /s/ Colleen A. Corwin
---------------------
Title: Trust Officer
------------------
-3-
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<PAGE>
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<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 222
<SECURITIES> 0
<RECEIVABLES> 1,407
<ALLOWANCES> 25
<INVENTORY> 0
<CURRENT-ASSETS> 2,976
<PP&E> 324
<DEPRECIATION> 546
<TOTAL-ASSETS> 3,343
<CURRENT-LIABILITIES> 2,890
<BONDS> 0
0
114
<COMMON> 11,821
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 3,343
<SALES> 4,209
<TOTAL-REVENUES> 4,209
<CGS> 3,201
<TOTAL-COSTS> 3,201
<OTHER-EXPENSES> 3,432
<LOSS-PROVISION> 25
<INTEREST-EXPENSE> 73
<INCOME-PRETAX> (2,512)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,512)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,514)
<EPS-PRIMARY> (.26)
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