ITEM 1. DESCRIPTION OF BUSINESS
General
eAutoclaims is a Nevada corporation which provides Internet based vehicle collision claims services for insurance companies, managing general agents (MGA) and third party claims administrators (TPA) and self-insured automobile fleet management companies. We accept assignment of claims from our customers, and provide vehicle repairs through a network of repair shops. We also provide online systems to connect clients with service providers of estimates, audits and claims administration services for claims for which we do not perform the repair.
Our business strategy is to use the Internet to streamline and lower the overall costs of automobile repairs and the claims adjustment expenses of our clients. We believe that our proprietary web-based software products and services make the management of collision repairs more efficient by controlling the cost of the repair and by facilitating the gathering and distribution of information required in the automobile repair process.
eAutoclaims controls the vehicle repair process from the reporting of the accident through the satisfactory repair of damage. We bring together and coordinate the activities of the insurance company, its insured, and the various parties involved in evaluating a claim, negotiating the cost of the repair, and performing necessary repair services. We have contracted with approximately 2,500 body shops throughout the United States to repair vehicles. These shops, referred to as our "provider network," provide us 10% to 15% discount on the vehicle repair because of the volume of repairs we provide to them. Since we audit every line of every repair estimate and because we share a portion of the volume discount with our customer, we are able to lower the average cost being paid by our customer.
We derive our revenues by accepting assignments of auto repair claims from our customers and having them repaired through our network of contracted repair shops. Once we accept these claims, we also accept the risk that the repair will not be done properly. Additionally, we derive revenue from fees for processing and coordinating claims that do not go through our network of body shops.
In March 2004, we entered into a Co-Marketing Agreement with ADP Claims Service Group ("ADP"), pursuant to which ADP will sell and market eAutoclaims' core Internet application and service of collision management services, the product is being private labeled under the name ADP Managed Repair Solutions and utilizes EACC as the back room for processing the claim repairs and EACC's network of repair facilities. Although there is no assurance, we believe that this Agreement with ADP will substantially increase the volume of claims processed by eAuto resulting in significant long-term benefit to eAuto and its shareholders.
During the year ended July 31, 2004, we derived 60% and 13% of our revenues from two customers. Our previous largest customer sold a substantial part of its U.S. based auto physical damage business which substantially reduced revenue from their account in fiscal year ended 2004. The loss of this customer's business combined with the increase in expenditures required to roll out the ADP contract and the time lag involved before we recognize significant revenues under the ADP contract resulted in us incurring significant losses in fiscal 2004.
Products and Services
Our latest product, eJusterSuiteTM, provides both outsourcing and ASP (application service provider) solutions. The outsourcing solution requires eAuto personnel to audit and coordinate the vehicle repair. The ASP solution allows the customer to use our technology independent of our personnel; thereby, providing a solution for the largest insurance companies that already have the staff to process and control the claims process, while paying us a fee for every transaction that is run through our system. The ASP model will provide margin without the associated personnel and operating costs.
eJusterSuite also builds in service partners that can provide the needed services such as independent adjustors, car rentals, tow trucks and accident reporting by merely clicking an Icon that is added to the screen of the customer's desktop in the current system. The system automatically provides the service partner the information already in our system via the Internet. The service partner will systematically provided the requested services and pay us a fee for each assignment they receive through our system. This process significantly reduces the customers' time and cost to process claims as well as reduces the number of mistakes that occur in a manual process. Because there is no need to reenter the information, in most cases it also reduces the cost of the service partner to obtain and process the transaction, even after paying our transaction fee. This added revenue provides additional margin without the additional personnel and operating costs.
For our outsourcing customers, we approve all repair shops for inclusion in our network and determine which repair shop will ultimately perform the repairs. We receive a discount, ranging from 10% to 15%, from repair facilities that are members of our provider network. The revenues generated from the vehicle repair facilities through our provider network accounts for 91% of the revenue for the fiscal year ended July 31, 2004. We are paid on a per claim basis from all our customers for each claim that we process through our system. These fees vary from $10 to $60 per claim depending upon the level of service required. For the fiscal year ended July 31, 2004, 9% of the revenue has been received from claims processing fees and other income.
Outsourcing Solutions:
In our outsourcing solution we handle the entire collision repair function for our customers from the time of reporting of the accident through the vehicle's satisfactory repair. Through our network of parts and repair service providers, we are frequently able to obtain parts and services at lower costs than otherwise available. We monitor and audit all repair work to help assure that the proper repair work is performed at the negotiated price. In most cases, digital photographs of the damaged vehicle are transmitted to us via the Internet to assist us in monitoring repairs.
We strive to provide our customers with ways to control costs associated with processing collision claims. These services include:
1. Centralized accident reporting. 2. Copies of accident reports. 3. Identifying the appropriate network repair facility and directing the policyholder to such facility. 4. Deliver repair estimates and photographs/digital images of damage to any location overnight or same day upload. 5. Audit of every claim by our in-house physical damage experts. 6. Assignment of independent field appraiser, when necessary. 7. Expedited deliver of part and materials as needed. 8. Computerized tracking and follow-up system to minimize repair time. 9. Replacement rental vehicles. 10. A lifetime guarantee from our network of repair shops (for as long as the insured owns the vehicle) on all physical damage body repairs and administration of manufacturer or installer's warranty on replacement parts.
We help our clients monitor their automobile claims losses by providing the following:
o Technology - We built one of the first customized web-based vehicle claim assignment and delivery systems for insurance companies and corporate fleets. We use state-of-the-art technology and security for the transmission of files and records. In addition, we utilize digital cameras, Internet communication, advanced data storage and scanners for auto repair shops that are not equipped with digital cameras, to create a defined audit trail and high capacity digital storage. We provide these applications to our clients with their own private label that includes their corporate colors and logos, which makes the claims process transparent to both insurance company personnel and the insured.
o Online, real time reporting - We provide our customers with online, real-time reports of the most critical information used in their operations. These reports include a comparison of their average paid losses (cost to repair a vehicle), cycle time (time to complete an estimate of the damage), and lost adjustment expense (cost of the repair estimate or appraisal) between the eAutoclaims network, independent appraisers and staff appraisers. This comparison allows them to see the cost saving they realize while using our outsourcing solution.
o Audit Trail - We audit every claim that comes into our network. This helps us deliver the lowest available audited cost to our clients on every repair.
Our system produces financial benefits for our customers as follows:
o Our audit process reduces the average paid loss per vehicle.
o We share a portion of the discounts obtained from the body shops with our clients based on their submitted volume.
o With lower average paid losses, insurance companies are able to establish lower loss claims reserves. This, in turn, frees up capital and surplus allowing for additional premiums at lower premium rates.
o Technology efficiencies reduce their cost of processing each file.
o Our typically faster settlement time reduces the days and cost of rental cars and increases customer satisfaction.
o Our process of claims investigation helps reduces fraudulent claims.
Application Service Provider (ASP):
eJusterSuite(R) provides insurance companies with an ASP solution that fits into their current environment. Our ASP solution allows these insurance companies to utilize our advanced technology while continuing to use their staff and network of body shops. We host the data on our servers while their staff and body shop network processes the claims based on their current operating procedures and shop relationships. Under this solution, the customer pays us a click fee for each transaction they process through our system.
Additionally, the service partners described above (rental car companies, towing, salvage, etc.) can also be plugged into the ASP solution, whereby we are paid a fee for each referral being made to the service partner.
Technology Provider:
The company has developed certain technologies that create efficiencies for the automobile parts industry. One new product that management thinks will have a significant impact on the Company's net financial results is "eDataTransfer." eDataTransfer significantly reduces the customers' costs by automating the part price lookup function when an automobile repair estimate is received from an outside party. Since the function is done programmatically, staff time is reduced in helping their customers.
CUSTOMERS
Our customers consist primarily of insurance companies, managing general agents (MGAs), third party administrators (TPAs) and managers of self-insured automobile fleets. The most recent addition is a category of customers that services the insurance market. We have found interest from providers that have requested proposals from eAutoclaims to build an application to meet their unique needs or in some cases to allow them to transact business using the eJusterSuite application. We have built several specialty applications for companies serving the insurance industry.
Contracts with existing clients are typically from one to five years and the first phase of the rollout of a new client starts with a 90-day pilot contract. This initial phase allows the customer to experience the reductions in
appraisal expenses and realize the efficiencies offered by the eJusterSuite application and utilization of the eAutoclaims Guaranteed Repair Network (GRN). Most of our customers are on a one to five-year contract. That contract specifies that we take responsibility for repairing the vehicle, and liability to pay for the repairs performed in our network of body and glass repair providers. As a general rule, within seven days of the assignment of the vehicle to the body shop, our insurance and TPA customers pay us the completed audited repair price, before the shop discount, less the customer's volume discount. Our fleet and glass customers generally pay us within 30 days of the repair. If a vehicle owner decides not to have the vehicle repaired at the eAutoclaims network shop, we are paid a file-handling fee only.
Integration of service partners in the eJusterSuite application continues. In addition to a larger offering of service partners our auto glass network administration services are also a value added service to our collision management clients.
Summary of our Co-Marketing Agreement with ADP Claims Solution Group, Inc.
On March 9, 2004, we entered into a Co-marketing agreement (the "ADP Agreement") with ADP Claims Solution Group, Inc. ("ADP"). We granted ADP the non-transferable, non-assignable right to market and sell our web-based claims management system and related services that automates the administration, estimating, auditing, appraising and management of physical damage repair and claims processing for vehicles via a network of vendors and service partners. Pursuant to the ADP Agreement, we will customize our products and private label our customized Internet applications to ADP's specifications for use in the United States and, at the option of ADP, Canada.
The ADP Agreement has an initial term of three years. After the initial term, the agreement automatically continues until terminated by either ADP or us upon 180 days prior notice to the other party.
For the first 100,000 claims processed by ADP pursuant to the ADP Agreement, we will be paid 60%, and ADP will retain 40%, of Semiweekly Recurring Revenues (as defined in the ADP Agreement) received by ADP from its clients. After claims processed under the ADP Agreement exceed 100,000, we will be paid 50% of such revenues.
ADP's responsibilities under the ADP Agreement include: (i) marketing and selling, at its discretion, the system; (ii) performing all billing and collections for its clients; (iii) allowing on-site visits at our option, no more frequently than once annually, to ADP's places of business upon prior written notice and during normal business hours and allow us to periodically examine books and records of ADP insofar as they relate specifically to the ADP Agreement; (iv) using reasonable efforts to keep us informed as to any material problems encountered with our products and any resolutions arrived at for those problems; (v) establishing sales incentives and commission policies for its sales personnel; (vi) working with us to develop a mutually acceptable periodic reporting mechanism; and (vii) providing us, at no cost, ADP products to assist us in our internal operations. There is no minimum sales commitment by ADP under the agreement.
Our responsibilities under the ADP agreement include: (i) assisting ADP with development of marketing materials, sales training and ongoing support for the ADP sales personnel; (ii) performing client implementation, set-up training and customer support for ADP clients; (iii) performing all product maintenance support; data center operation; and customer and technical support; as well as any other function normally performed by eAutoclaims in selling, implementing, training and supporting our products; (iv) providing ongoing samples of our product literature and online sales tools for the ADP sales team and to package the ADP products with the appropriate documentation (including, product reference guides and instructions); (v) allowing a reasonable number of on-site audits and visits at ADP's option to our places of business upon reasonable prior written notice and during normal business hours and allow ADP and/or any ADP client to periodically examine our business practices, policies and procedures and make copies of our books and records insofar as they relate to the ADP Agreement; and (vi) integrate our product in the ADP Managed Network Solution with ADP products and work with ADP to develop, implement and maintain ADP proprietary software developed by us.
The ADP Agreement provided for a Phase I Marketing Program of approximately 3 to 4 months during which eAutoclaims and ADP jointly conducted planning, testing and rollout process in a region that was determined by ADP. During the Phase I Marketing Program, ADP and eAutoclaims developed system performance, service and training levels and metrics applicable to our performance of services under the ADP Agreement. ADP has begun to Market eAutoclaims' products nationally to ADP's existing and potential clients.
We have agreed to provide ADP with a "favored Nation" treatment, ensuring preferred pricing should the Company enter into another Co-Marketing agreement with another organization. ADP has the right to cancel the Co-Marketing agreement should the Company enter into a similar agreement with a direct competitor.
ADP shall have the right to terminate the ADP Agreement if ADP determines that our product is non-compliant with any federal, state or local laws, statues or regulations including, without limitation, claims licensing and handling regulations. Both parties have the right to terminate the agreement upon certain events of default, including the breach of significant provision of the ADP Agreement or insolvency of the other party.
SALES AND MARKETING
A strong sales and marketing organization is essential to effectively market our services. We have made significant progress over the past year in establishing our brand name, eJusterSuite, and recognition of our corporate identity and service offering through direct mail, promotion activities, web site presence, tradeshow participation and other media events. We recently completed an initiative to create new marketing collateral that has been updated to illustrate the breadth of products and services offered. The eAutoclaims sales force is focusing more of the available resources to market and sell eJusterSuite whereas eAutoclaims is the Application Service Provider and/or the Technology Provider.
Because our collision management services require considerable customer education and post-sales support, we have chosen to solicit prospective customers through a direct sales force. As of September 30, 2004, we had four personnel in our sales and marketing department.
Part of the agreement with ADP Claims Solution Group, Inc. allows eAutoclaims to market ADP Shoplink, an estimating system used by collision repair shops to produce estimates. The agreement stipulates that eAutoclaims will market Shoplink to shops on the eAutoclaims collision repair network. We have a dedicated unit within eAutoclaims to focus efforts on this initiative.
Competition
The auto collision claims service industry is highly competitive and has low barriers to entry. We are aware of several other companies that offer internet-based services similar to ours. Several of these competitors serve the insurance industry although most tend to focus on either the fleet or insurance segments of the market. We are aware of one competitor that offers collision repair services through a network of collision repair providers, online connectivity with those providers, and the estimate review service combined with a share of the volume discount with the customer that is provided by the repair facility.
Several of our competitors offer application services (Application Service Provider models) along with electronic auditing capabilities. Even though most of our competitors have either changed their targeted marketing efforts or narrowed their focus to the insurance arena, the majority of these competitors have been in business longer than we have. Several of these competitors have significantly greater assets and financial resources than currently available to us. We expect competition to continue to intensify in the on-line claims management segment of this industry as current non-Internet competitors expand their market into the Internet and new competitors enter the market utilizing the Internet.
We cannot assure you that we will be able to compete successfully against current or future competitors. Competitive pressures could force us to reduce our prices and may make it more difficult for us to attract new customers and retain current customers. As competition in our industry increases, it is likely that many of our competitors will have access to greater resources than are currently available to us, including financial, employee, customer relations, technology, and expertise in developing and implementing new technologies as the industry evolves.
The principal factors that help us to maintain and grow our market share are:
o Continuous implementation of new technology to streamline the claims processing workflow for insurance adjusters; o Maintain attractive processing cycle time for claims; Quality of repair shop services; o Ability to offer nationwide access to repair facilities; o Processing of claims/assignment fees and charges; o Ability to offer new services and efficiencies while incorporating technological change into existing services;
o Access to claim status 24/7; o The increase in the volume of vehicles that a repair facility can expect to repair as part of our network;
Customer Service
Our continued growth will be dependent upon our ability to consistently deliver customer centered service at competitive prices. Our eJusterSuite system is designed to ensure that the claims process flows smoothly and seamlessly. The Company's follow-up on claims assignments helps to ensure that all details of the claim will be verified to our quality standards.
We have implemented a "Customer Service Professional" certification as part of our Associate Development Program to ensure that our employees are fully trained in the latest in customer service techniques and to help us in attaining our objective of becoming known as one of the best customer service organizations in the industry.
Employees
As of July 31, 2004, eAutoclaims, Inc. had 71 full-time employees. There is no union contract relating to any of our employees nor does the Company anticipate there to be unionization of its employees. We believe that our relationship with our employees is generally good.
INTELLECTUAL PROPERTY
We rely on various intellectual property laws and contractual restrictions to protect our proprietary rights in products and services. These include confidentiality, invention assignment and nondisclosure agreements with our employees, contractors, suppliers and strategic partners. The confidentiality and nondisclosure agreements with employees, contractors and suppliers are in perpetuity. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use our intellectual property without our authorization. In addition, we intend to pursue the registration of our trademarks and service marks in the U.S.
During fiscal 2004 we changed our corporate name from eAutoclaims.com, Inc. to eAutoclaims, Inc. We have filed for and have been granted the fictitious name EAUTOCLAIMS in the State of Florida. We also own fifty-five (55) URL Internet domain names. We maintain a website located at www.eautoclaims.com. We are not incorporating by reference any information on our website and information on our website should not be considered part of this report.
On January 19, 2001, we were notified by our trademark counsel that although the trademark examiner did not find any similar or pending marks which would prevent registration of "eAutoclaims.com", she refused registration of this mark on the principal register because the service mark "eAutoclaims.com" is merely descriptive of our service since we combined the letter "e" with the word "Autoclaims". Our trademark counsel has advised us that there is some merit to the trademark examiner's position. Based upon the advice of our trademark counsel, we amended the application for registration on the "supplemental register" which is reserved for those marks which have a descriptive quality, but have not achieved the degree of use or secondary meaning necessary to establish distinctiveness, which is a requirement for registration on the principal register. Our application for registration and the supplemental registration for the mark eAutoclaims.com(R) was granted in October 2001. Registration on the supplemental register is valid for 10 years but does not prevent other parties from use of a similar mark.
We have pending trademark and service mark applications for eAudit, eAutoclaims, eJusterSuite, Ejuster Transfer and eProperty Suite. Each of these products is in various stages of development. There is no assurance we will be successful in registering these marks. Furthermore, we are exposed to the risk that other parties may claim we infringe their rights on these marks, which could result in us ceasing use of these marks, licensing the marks or becoming involved in costly and protracted litigation. In July 2003, we entered into a Settlement Agreement with IBM regarding the use and scope of the "e" logo/mark which precedes several of our trademarks and service marks. IBM takes the position it is the owner of the "e" logo relating to computer hardware and software and that our use of "e" logo infringed on their rights. The Settlement Agreement allows us to continue using, in a limited fashion, the use of the "e" logo in a manner not objectionable to IBM. We do not believe that the limitations imposed by the IBM Settlement Agreement will adversely affect our business.
There can be no assurance that other parties will not claim infringement by us with respect to our current or future technologies. We expect that participants in our markets will be increasingly subject to infringement claims
as the number of services and competitors in our industry segment grows. Any such claim, with or without merit, could be time-consuming, result in costly litigation, cause service upgrade delays or require us to enter to royalty or licensing agreements. Such royalty or licensing agreements might not be available on terms acceptable to us, or at all. As a result, any such claim of infringement against us could have a material adverse effect upon our business, results of operations and financial condition.
OPERATIONS AND TECHNOLOGY
EAutoclaims' flagship product, eJusterSuite, contains the functionality and the ability for client customization that accommodates Fleet, Commercial, and Consumer insurance claims processing markets. eJustersuite has been coded using the philosophy of `code globally, implement locally' to ensure that the features our customers need are available globally and can be implemented locally with the flip of a bit, literally.
The only requirements for use of our product are that the customer has Microsoft Internet Explorer 5.5 SP2 or higher installed on their system and that they have Internet access. We have a couple of applets that are used for uploading estimate files and optimizing images that act as browser plug-ins. We have no components that operate outside the browser environment that need to be installed on the clients system.
Behind our flagship product eJusterSuite, resides a complex infrastructure of intranet applications that assist each department in effectively managing the claim processes. EAutoclaims continually refines its operational processes to ensure maximum efficiency. These operational refinements are achieved in part by modification of our internal software applications. eAutoclaims uses programming practices to assist us in the rapid application development process. Based on points of functionality, over 95% of all code used by eAutoclaims and our client to process claims was written internally at our Oldsmar, Florida facility.
As an additional compliment to our eJusterSuite product, eAutoclaims has both the internal and external ability to take First Notice Of Loss (FNOL) assignments. This functionality allows our backroom system to pre-populate eJusterSuite with all the information needed by the insurance company adjuster. This functionality can also be used by our external customers through the use of our innovative technology called CAsE (Customizable Assignment Entry). With CAsE the client can create their own forms based on a comprehensive collection of data elements.
The hardware that eAutoclaims operates is highly scalable and reliable. Each aspect of the operation has redundancies built in to ensure high availability of systems by our customers. As of the end of FY2002 we have replaced and upgraded all mission critical servers.
Security and protection of customer data is also a paramount concern for our enterprise. We have in place Intrusion Detection Systems (IDS) that alert us to attempts to breach our security. We vigorously keep our operating systems updated with the most current security patches as well as keep our Antivirus software patterns updated and deployed to all systems within the organization.
We have diverse data communications circuits that are used to access the Internet. We have circuits terminating in Orlando and circuits terminating in Tampa. This provision of two separate Points of Presence (POP) help ensure no interruption of service should an accidental fiber cut occur. As a backup, eAutoclaims also uses dedicated coaxial cable access to the Tampa POP.
Our production environment is segregated from our development environment and as a result all code modifications occurs on development platforms. From development all code changes are tested on a staging server that is a replica of production. After successful testing the changes are scheduled for deployment to production. Our version control software tracks all changes and changes are deployed to all customers at the same time. Customers are always notified of changes through a flashing icon on their screens that details any changes in appearance or functionality of the application.
Prevention of Access to Data by Unauthorized Personnel
Our technology systems are designed to address important security concerns. Only personnel in our Information and Technology Department are allowed access to stored data. Our Information and Technology Department provides indirect access to our clients via controlled program code. Notwithstanding such safeguards and procedures, like with all online systems providers, a successful unauthorized access to sensitive data or a virus attack on systems such as ours is possible. A malicious unauthorized access or effective virus could adversely affect our business protection from catastrophic events.
eAutoclaims takes the following precautions to help assure continuous service in the event of catastrophic events such as fire, water intrusion or loss of power:
o All data and program code is backed up nightly to a magnetic tape. One month of historical data is maintained with the previous weeks backups stored in an off site location that is rated as a Category 5 Shelter.
o An additional copy of historical data is stored on a development server outside of the production server area nightly to provide further redundancy protection.
o Our Network Operation Center is separately housed within the facility and has a dedicated power supply and air-handling unit.
o All units are on UPS (Uninterruptible Power Supplies) in the event of a momentary loss of power. Our fire suppression system is computer friendly.
o We have a diesel powered backup generator that will keep us up and running for a minimum of three days in case the power were to fail for any reason. Assuming we have access to additional diesel fuel, it will keep us running indefinitely.
o We have redundant Internet circuits with separate fiber paths to our building
Notwithstanding these precautions, a catastrophic event could interrupt our service for a substantial period of time, which would adversely affect our business prospects.
We anticipate that we will continue to devote significant resources to product development in the future as we add new features and functionality to our Web site and services. Rapidly changing technology, evolving industry standards, and changing customer demands characterize the market in which we compete. Accordingly, our future success will depend on our ability to:
o Adapt to rapidly changing technologies;
o Adapt our services to evolving industry standards;
o Continually improve the performance, features and reliability of our service in response to competitive service and product offerings and evolving demands of the marketplace.
Our failure to adapt to such changes would have a material adverse effect on our business, results of operations and financial condition. In addition, the widespread adoption of new Internet, networking or telecommunications technologies or other technological changes could require substantial expenditures by us to modify or adapt our services or infrastructure. This could have a material adverse effect on our business, results of operations and financial condition.
Governmental Regulation
From time to time we receive inquiries from state regulators relating to licensing and qualification requirements as insurance claims adjuster, appraiser or legality of a direct repair network under the laws of that particular jurisdiction. We also received inquiries regarding compliance with steering laws of certain jurisdictions. To date, we have been successful in demonstrating to the appropriate state regulators that we do not violate the jurisdiction laws, that qualification is not required.
Certain jurisdictions could adopt laws directed at the auto insurance industry, which could affect our business in an unforeseen and adverse manner. A couple of states have pending or proposed legislation which, if adopted, could adversely affect our business model. To date, industry trade associations have been successful in preventing the passage of unfavorable legislation.
It is possible that a number of laws and regulations may be adopted with respect to the Internet. These laws may cover issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security.
Furthermore, the growth of electronic commerce may prompt calls for more stringent information gathered online or require online services to establish privacy policies. The Federal Trade Commission has also initiated actions against online service providers regarding the manner in which personal information is collected from users and provided to third parties. We do not currently provide personal information regarding our users to third parties. However, the adoption of such consumer protection laws could create uncertainty in Web usage and reduce the demand for our products and services.
We are not certain how our business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, obscenity and export or import matters. The vast majority of such laws were adopted prior to the advent of the Internet. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes in laws intended to address such issues could create uncertainty in the Internet market place. Such uncertainty could reduce demand for our services or increase the cost of doing business as a result of litigation costs or increased service delivery costs.
In addition, because our services are available over the Internet in multiple states and foreign countries, other jurisdictions may claim that we are required to qualify to do business in each such state or foreign country. We are incorporated in Nevada and are currently only required to be qualified as a foreign corporation authorized to do business in the State of Florida because our offices and employees are located in Oldsmar, Florida. Changes in the laws affecting the Internet or the automobile insurance repair industry may require us to quality in additional jurisdictions. Our failure to qualify in a jurisdiction where we are required to do so could subject us to taxes and penalties. It could also hamper our ability to enforce contracts in such jurisdictions. The application of laws or regulations from jurisdictions whose laws do not currently apply to our business could have a material adverse effect on our business, results of operations and financial condition.
Special Considerations The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us may also adversely impact our business operations. If any of the following risks actually occur, our business, financial condition, or operating results could be negatively affected.
Risks Related to Our Business
Our limited operating history makes evaluating our business and prospects difficult.
We have been involved in the Internet based automobile collision insurance claims business since January 2000. Our limited operating history in this industry makes an evaluation of our future prospects very difficult. If we do achieve profitability in any period, we cannot be certain that we will sustain or increase such profitability on a quarterly or annual basis. You should carefully consider our prospects in light of the risks and difficulties frequently encountered by early stage companies in new and rapidly evolving markets. There is a risk that we will not be able to accomplish our objectives. Failure to achieve any of our objectives could negatively affect our business, financial condition and results of operations.
We have all the risks of a principal in the automobile repair process.
We receive revenue from insurance companies for repairs completed by members of our network of repair shops. We approve all repair shops for inclusion in our network and determine which repair shop will perform the repairs. We are responsible for collecting our revenue directly from the insurance company. We therefore act as a principal in the transaction.
If the repairs are not completed correctly, and the vehicle must be sent to another repair shop for repairs to be performed, we must pay for the repairs to be completed again. This cost is not passed on to the insurance company but is a risk that we bear. We control this risk by monitoring work performed by the repair shops, monitoring customer complaints, reviewing the repair shop history and actual site visits to repair shops. We add or remove repair shops from our network based on our review of the repair shop's performance. We eliminate repair shops that we feel are not providing repair work up to its standards. Repairs are approved by customers upon retrieval of their vehicle. We constantly review and revise our network to determine if repair shops included should be removed. We have the risks and rewards of ownership such as the risk of loss for collection, delivery or returns.
All our fees are negotiated between us and the insurance company, and the negotiation does not include any repair shop. We must pay the repair shop a fee
negotiated between us and the repair shop, and the negotiation does not include any insurance company. The amount owed to the repair shop is owed directly by us and is not guaranteed, directly or indirectly, by any insurance company. We are not acting as an agent or broker (including performing services, in substance, as an agent broker) with compensation on a commission or fee basis.
To date, additional repairs that our repair shops have to provide after a vehicle has been returned to its user have not been material. We have not experienced any material bad debts or collection difficulties from our customers. However, because we act as the principal in the automobile repair process, we are subject to the risks of poor repair work and accounts receivable write-offs from our customers due to dissatisfaction with our services.
We are dependent on only a few customers for a substantial portion of our revenue and our two largest customers have recently had reductions in their claims volume.
During the year ended July 31, 2004, we derived 60% and 13% of our revenues from two customers.. Our largest customer sold half of its U.S. based auto physical damage business. This customer accounted for 60% of our revenue for year ended July 31, 2004. We also experienced a decrease in revenue from our second largest customer because of a change in their state's legislation regarding a special type of insurance policy requiring a direct repair networks. We believe the decrease of business from these two customers is complete. The loss of this business combined with the increase expenditures required to roll out the ADP contract and the time lag involved before we begin recognizing significant revenues under the ADP contract will result in us incurring losses for the first part of fiscal 2005. Because of the competitive nature of our business and the uncertainty of bringing on enough business to offset the loss of business, we may be unable to replace revenues quickly enough to sustain profitability.
Our recent agreement with ADP Claims Services Group may not be profitable.
We may not be successful in commercially exploiting the ADP Agreement. The ADP Agreement anticipates that we will substantially increase the volume of claims that we are currently processing. Our current infrastructure is not capable of processing the anticipated number of claims. We are in the process of improving our technological infrastructure by acquiring the equipment and resources necessary to increase the volume of claims we anticipate handling with ADP. There is no assurance we will be able to substantially increase our claims processing capacity in such a short period of time. Although we have achieved certain milestones and met certain conditions for the continuation of this agreement, the program is early in its sales cycle. There is no requirement that ADP refer a minimum number of claims to us under the Agreement. There is no assurance we will achieve the anticipated revenues, gross margins or profits anticipated under this Agreement. ADP has the ability to cancel this Agreement, which would adversely affect our business prospects. Our Agreement with ADP will result in a different revenue recognition model for claims processed through the ADP system. Because ADP is the obligor to make the payments directly to the repair shops we will only recognize our portion of the net revenues from sales under this agreement. Thus, our revenue will not grow as significantly as in the past, if and when we generate more business with ADP. However, our margins would grow significantly if and when we generate more business with ADP.
We depend upon independently owned and operated repair shops to provide services to our customers.
We have agreements with a network of independently owned and operated vehicle repair facilities to provide services to our customers. Either the repair facility or we can terminate our contracts at will. Our business could suffer if a significant number of these repair shops terminate their agreements with us or fail to provide the quality of service expected by our customers.
We may not be indemnified for all losses resulting from our vehicle repair business.
We require that all repair shops in our network indemnify us from claims relating to their negligent acts or breach of their agreement with us, maintain a specified amount of liability insurance coverage, and name us as an additional insured under their liability policy. This coverage may not, however, cover all liabilities to which we may be subject, and our business could suffer if we need to draw significant funds from operating revenue to pay claims that are not covered or that exceed the limits of our coverage.
The market for insurance auto collision claims services is competitive.
Because the auto collision claims service industry is highly competitive and has low barriers to entry, we cannot assure you that we will be able to compete effectively. We are aware of two other companies that offer internet-based services similar to ours. These competitors provide their services primarily to the fleet management and auto glass industries. All of these competitors have been in business longer than we have and have significantly greater assets and financial resources than currently available to us. We expect competition to intensify in the Internet-based segment of this industry as current non-Internet competitors expand their market into the Internet and new competitors enter the market utilizing the Internet. We cannot assure you that we will be able to compete successfully against current or future competitors. Competitive pressures could force us to reduce our prices and may make it more difficult for us to attract new customers and retain current customers. The principal competitive factors for our services are:
o turn around time for claims processing; o quality of repair shop services; o ability to offer nationwide access to repair facilities; o claims processing fees and charges; o ability to offer new services and incorporate technological change into existing services; o 24/7 access to status of claim; o volume of repair claims a repair facility can expect to support discount amounts.
As competition in our industry increases, it is likely that many of our competitors will have access to greater resources than are currently available to us, including financial, employee, customer relations, technology, and expertise in developing and implementing new technologies as the industry evolves. In addition, competitors may be able to develop services that are superior to our service, that achieve greater customer acceptance or that significantly improves functionality as compared to our existing and future products and services.
The use of the Internet to provide collision claims administration services is a recent development and the extent of customer acceptance is not yet known.
Internet-based collision claims administration is a relatively new and evolving industry. As such, there is no clearly defined business model that has a lengthy history of customer acceptance and profitability. For the industry to be successful, insurance companies must be willing to obtain collision administration services over the Internet. There is no way to be sure that a sufficient number of customers will utilize our services to enable us to remain profitable.
We depend on key personnel and will need to recruit new personnel as we grow.
Because we are a small company, we are currently dependent on the efforts of a limited number of management personnel. We believe that given the development stage of our business and the large amount of responsibility being placed on each member of our management team, the loss of the services of any member of this team at the present time would harm our business. Each member of our management team supervises the operation and growth of one or more integral parts of our business.
If we are successful in expanding our customer base, we will need to add additional key personnel as we continue to grow. If we cannot attract and retain enough qualified and skilled staff, the growth of our business may be limited. Our ability to provide services to clients and expand our business depends, in part, on our ability to attract and retain staff with professional experiences that are relevant to technology development and other functions we perform. Competition for personnel with these skills is intense. Some technical job categories are under conditions of severe shortage in the United States. In addition, restrictive immigration quotas could prevent us from recruiting skilled staff from outside the United States. We may not be able to recruit or retain the caliber of staff required to carry out essential functions at the pace necessary to sustain or expand our business.
We believe our future success will depend in part on the following:
o the continued employment and performance of our senior management, o our ability to retain and motivate our officers and key employees, and o our ability to identify, attract, hire, train, retain, and motivate other highly skilled technical, managerial, marketing, and customer service personnel.
Our business will suffer if our independent automobile collision repair shops do not provide good service.
We currently have relationships with over 2,500 independently owned and operated body shops upon which we depend to perform quality repair services at a reasonable cost and in a timely manner. Although we monitor the quality and timeliness of their services and can terminate our relationship with those shops that do not meet our standards, we do not have meaningful control over the quality of their services. Poor workmanship or service by any of these shops can adversely affect our relationships with customers and could cause them to stop dealing with us or reduce the amount of business that they do with us. In addition, because we assume the responsibility for the quality of repairs, poor workmanship and inferior work can negatively affect our financial position because of the additional costs we incur in properly repairing an automobile.
If we fail to adequately protect our trademarks and proprietary rights, our business could be harmed. Our rights to our servicemarks are uncertain.
The steps we take to protect our proprietary rights may be inadequate. We regard our copyrights, service marks, trademarks, trade secrets and similar intellectual property as critical to our success. We rely on trademark and copyright law, trade secret protection and confidentiality or license agreements with our employees, customers, partners and others to protect our proprietary rights. Although we were granted supplemental registration rights for eAutoclaims.com(R), our service mark applications for eAutoclaims.com and Bricks to Clicks on the primary federal register were rejected, however this product is no longer in service and has been replaced by our latest product eJusterSuite. There is no assurance our pending trademark and service mark applications for eAudit, eAutoclaims, eJusterSuite, eJuster Transfer, and eProperty Suite will be approved. We have been involved in litigation regarding the rights to use the name eAutoclaims.com. Effective trademark, service mark, copyright and trade secret protection may not be available in every country in which we may in the future offer our products and services. Furthermore, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary right is unclear. Therefore, we may be unable to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights.
We may not be able to protect our proprietary technology.
Despite any precautions we may take, a third party may be able to copy or otherwise obtain and use our software or other proprietary information without authorization or develop similar software independently. We cannot assure you that the steps we have taken or will take will prevent misappropriation of our technology. Litigation may be necessary in the future to determine the validity and scope of the proprietary rights of others, or defend against claims of infringement or invalidity. This litigation, whether successful or unsuccessful, could result in substantial costs and diversions of resources, either of which could harm our business. If we are unable to protect our current or future proprietary technology, our ability to compete effectively will be harmed.
If we are to remain competitive, we must be able to keep pace with rapid technological change.
To remain competitive, we must continue to enhance and improve the responsiveness, functionality and features of our website. The online commerce industry is characterized by rapid technological change, changes in user and customer requirements and preferences, frequent new product and service introductions embodying new technologies and the emergence of new industry standards and practices that could render our business model and proprietary technology and systems obsolete in comparison to systems competitors may implement. Our future success will depend, in part, on our ability to develop or license leading technologies useful in our business, enhance the ease of use of our existing services, develop new services and technologies that address the varied needs of our customers, and respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis. If we were unable, for technical, legal, financial or other reasons, to incorporate new technology in new features or products, we may not be able to adapt in a timely manner to changing market conditions or customer requirements.
We may infringe intellectual property rights of third parties.
Litigation regarding intellectual property rights is common in the software and technology industries. We may in the future be the subject of claims for infringement, invalidity, or indemnification claims based on such claims of other parties' proprietary rights. These claims, with or without merit, could be time consuming and costly to defend or litigate, divert our attention and resources, or require us to enter into royalty or licensing agreements. There is a risk that such licenses would not be available on reasonable terms, or at all. Although we believe we have the ability to use our intellectual property to operate and market our existing services without incurring liability to third parties, there is a risk that our products and services infringe the intellectual property rights of third parties.
Our products and technology depend on the continued availability of licensed technology from third parties.
We license and will continue to license certain technology and software from third parties. These licenses are integral to our business. If any of these relationships were terminated or if any of these third parties were to cease doing business, we would be forced to spend significant time and money to replace the licensed software. If we are not able to replace these licenses on commercially reasonable terms, it may be necessary for us to modify or discontinue some of our services that depend upon technology licensed from third parties. We cannot assure you that we would be able to replace these licenses.
Our information technology systems are subject to certain risks that we cannot control.
Our information systems, including our accounting systems, are dependent, to an extent, upon third-party software, global communications providers, telephone systems and other aspects of technology and Internet infrastructure that are susceptible to failure. Though we have implemented redundant systems and network security measures, our information technology remains susceptible to outages, computer viruses, break-ins and similar disruptions that may inhibit our ability to provide services to our customers and the ability of our customers to access our systems. In addition, because we are located in Florida we are susceptible to power disruptions and outages due to hurricanes and other weather events. This may result in the loss of customers or a reduction in demand for our services. If disruption occurs, our profitability and results of operations may suffer.
We are exposed to potential risks from recent legislation requiring companies to evaluate their internal control over financial reporting.
We are working diligently toward evaluating and documenting our internal control systems in order to allow management to report on, and our independent auditors to attest to, our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. This system for the purpose of complying with Sarbanes-Oxley Section 404 will require significant effort in a compressed timeframe, as well as result in our incurring costs to comply with Sarbanes-Oxley Section 404. There can be no assurances that the evaluation required by Sarbanes-Oxley Section 404 will not result in the identification of significant control deficiencies or that our auditors will be able to attest to the effectiveness of our internal control over financial reporting.
We have account payables that have long payment cycles due to the nature of the collision repair business.
Many of our contracts with customers provide for payment to us for vehicle repairs at the time the repair cost has been determined. Under these agreements, we bear all risks associated with the repair of the vehicle beginning with receipt of payment from our customer. Historically, approximately two percent (2%) of policyholders fail to have the vehicle repaired after filing a claim with their insurance carrier. Although we bear the risk of these repairs, it is not entirely clear as to when, or if, we are entitled to hold these payments. It is possible that other parties (i.e. the insurance carrier, the repair facility or the individual automobile owner) may claim that they are entitled to such funds. The policyholder often saves for the deductible portion of their claim, which can result in a long period of time between the time they file their claim and the time that the vehicle is repaired. Because of the uncertainty as to if we may be required to make these payments, when we may be required to make them, and who we may be required to pay, we book such amounts as accounts payable in our financial statements. As of July 31, 2004, approximately $2,658,295 of our accounts payable consisted of advance payments. Although management believes we are entitled to hold such funds due to the risk we assume for repair of a vehicle, there is no assurance that customers will agree with our position. Should eAutoclaims be required to issue payment for all such amounts at one time, we may not be able to do so.
Risks Related to the Internet
The Internet could become subject to regulations that affect our business.
Our business relies on the Internet and other electronic communications gateways. We intend to expand our use of these gateways. To date, the use of the
Internet has been relatively free from regulatory restraints. However, legislation, regulations, or interpretations may be adopted in the future that constrain our own and our customers' abilities to transact business through the Internet or other electronic communications gateways. Legislation or other attempts at regulating commerce over the Internet could impair the growth of commerce on the Internet or could impose licensing or other requirements that could increase our cost of providing Internet-based services.
We are vulnerable to the effects of natural disasters, computer viruses, and similar disruptions.
The continued and uninterrupted performance of our computer system is critical to our success. Our ability to successfully provide our applications and high-quality customer service largely depends on uninterrupted operation of our computer and communications hardware and software systems. We have taken measures to help assure that our systems are protected from unauthorized access. In addition, we maintain redundant systems for backup and disaster recovery. Despite these safeguards, we may be vulnerable to damage or interruption from hurricanes, fire, flood, power loss, telecommunications failure, break-ins, and similar events. In addition, we do not, and may not in the future, carry sufficient business interruption insurance to compensate us for losses that may occur. Despite our implementation of Internet security measures, our servers will be vulnerable to computer viruses, physical or electronic break-ins, and similar disruptions which could lead to interruptions, delays, loss of data or the inability to process transactions.
Our future success will depend on the Internet's ability to accommodate growth.
The recent growth in the use of the Internet has caused frequent periods of performance degradation. Any failure in performance or reliability of the Internet could adversely affect our ability to fulfill our obligations to customers in a timely manner and, consequently, hurt our operating results. To the extent that the Internet continues to experience increased numbers of users, frequency of use or increased bandwidth requirements of users, the Internet infrastructure may not be able to continue to support the demands placed on it and, as a result, the performance or reliability of the Internet may be adversely affected. Furthermore, the Internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure or otherwise. The relatively complex and unproven technology that makes up the Internet infrastructure poses a risk of material outages or delays that could adversely affect the ability of our customers to use our trading systems. In addition, the Internet could lose its viability as a form of media due to delays in the development or adoption of new standards and protocols that can handle increased levels of activity. The infrastructure and complementary products and services necessary to maintain the Internet as a viable commercial medium may not be developed or maintained.
We are dependent on the continued growth of online commerce.
Our future revenues and any future profits will be dependent upon the widespread acceptance and use of the Internet and other online services as an effective medium of commerce by consumers. No standards have yet been widely accepted for the measurement of the effectiveness of Internet sales, and there can be no assurance that such standards will develop sufficiently to support Internet sales as a purchasing medium. Rapid growth in the use of and interest in the Internet, and other online services is a recent phenomenon, and there can be no assurance that acceptance and use will continue to develop or that a sufficiently broad base of consumers will adopt, and continue to use, the Internet and other online services as a medium of commerce. Demand and market acceptance for recently introduced services and products over the Internet are subject to a high level of uncertainty and there exist few proven services and products. We rely, and will continue to rely, on consumers who have historically used traditional means of commerce to purchase merchandise. For us to be successful, these consumers must accept and utilize novel ways of conducting business and exchanging information. There can be no assurance that our customers will accept the Internet as a means to purchase the Company's services or that our customers will adopt its systems as a means to purchase services.
Governmental regulation and taxation of the Internet is subject to change.
A number of legislative and regulatory proposals under consideration by federal, state, local and foreign governmental organizations may result in there being enacted laws concerning various aspects of the Internet, including online content, user privacy, access charges, liability for third-party activities, and jurisdictional issues. These laws could harm our business by increasing our cost of doing business or discouraging use of the Internet.
In addition, the tax treatment of the Internet and electronic commerce is currently unsettled. A number of proposals have been made that could result in Internet activities, including the sale of goods and services, being taxed. The
U.S. Congress passed the Internet Tax Information Act, which places a three-year moratorium on new state and local taxes on Internet commerce. There may, however, be enacted in the future laws that change the federal, state or local tax treatment of the Internet in a way that is detrimental to our business.
Some local telephone carriers claim that the increasing popularity of the Internet has burdened the existing telecommunications infrastructure and that many areas with high Internet use are experiencing interruptions in telephone service. These carriers have petitioned the Federal Communications Commission to impose access fees on Internet service providers. If these access fees are imposed, the cost of communicating on the Internet could increase, and this could decrease the demand for our services and increase our cost of doing business.
Risks Related to Our Common Stock
Our Common Stock price may be volatile, which could result in substantial losses for individual stockholders.
The market price for our Common Stock is volatile and subject to wide fluctuations in response to factors including the following, some of which are beyond our control, which means our market price could be depressed and could impair our ability to raise capital:
o actual or anticipated variations in our quarterly operating results; o announcements of technological innovations or new products or services by us or our competitors; o changes in financial estimates by securities analysts; o conditions or trends in the Internet and/or online commerce industries; o changes in the economic performance and/or market valuations of other Internet, online commerce companies; o additions or departures of key personnel.
Our Certificate of Incorporation limits director liability thereby making it difficult to bring any action against them for breach of fiduciary duty.
As permitted by Nevada law, the Company's Certificate of Incorporation limits the liability of directors to the Company or its stockholders for monetary damages for breach of a director's fiduciary duty except for liability in certain instances. As a result of the Company's charter provision and Nevada law, stockholders may have limited rights to recover against directors for breach of fiduciary duty.
We may be unable to meet our future capital requirements.
We are substantially dependent on receipt of additional capital to effectively execute our business plan. If adequate funds are not available to us on favorable terms we will not be able to develop new services or enhance existing services in response to competitive pressures, which would affect our ability to continue as a going concern. We cannot be certain that additional financing will be available to us on favorable terms when required, or at all. If we raise additional funds through the issuance of equity, equity-related or debt securities, such securities may have rights, preferences or privileges senior to those of the rights of our Common Stock and our stockholders may experience additional dilution.
Penny stock regulations may impose certain restrictions on marketability of our stock.
The Securities and Exchange Commission (the "Commission") has adopted regulations which generally define a "penny stock" to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. As a result, our Common Stock is subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Commission relating to the penny stock market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our securities.
We have never paid dividends on our Common Stock and do not expect to pay any in the foreseeable future. We are subject to restrictions on our ability to pay dividends.
A potential purchaser should not expect to receive a return on their investment in the form of dividends on our Common Stock. We have never paid cash dividends on our Common Stock and we do not expect to pay dividends in the foreseeable future. Our ability to pay dividends on our Common Stock is restricted by the terms of our agreements with the holders of our Series A Preferred Stock. Holders of our Series A Preferred Stock are entitled to annual dividends of 8% (currently aggregating $70,400 annually, assuming no conversion). To date, we have fulfilled our dividend obligations on the Series A Preferred Stock through the issuance of additional shares of our Common Stock to the holders of our series A Preferred Stock.
Substantial sales of our Common Stock could cause our stock price to rapidly decline.
The market price of our Common Stock may fall rapidly and significantly due to sales of our Common Stock from other sources such as:
o The sale of Common Stock underlying the conversion rights of our Series A Preferred Stock and convertible debentures. o The sale of shares of our Common Stock underlying the exercise of outstanding options and warrants. o The sale of shares of our Common Stock, which are available for resale under Rule 144 or are otherwise freely tradable and which are not subject to lock-up restrictions.
Any sale of substantial amount of our Common Stock in the public market, or the perception that these sales might occur, whether as a result of the sale of Common Stock received by shareholders upon conversion of our Series A Preferred Stock, exercise of outstanding warrants or options or otherwise, could lower the market price of our Common Stock. Furthermore, substantial sales of our Common Stock by such parties in a relatively short period of time could have the effect of depressing the market price of our Common Stock and could impair our ability to raise capital through the sale of additional equity securities. Moreover, our ability to obtain additional equity capital may be adversely affected by the restrictions imposed upon us under the agreements relating to the issuance of our Series A Preferred Stock.
Antidilution rights granted to certain investors may cause substantial dilution to our other stockholders.
During March through May, 2004 we sold a total of 9,004,429 units at an offering price of $.28 per unit generating gross offering proceeds of $2,521,240. We netted $2,428,125 after payment of placement fees and expenses. Each unit consists of one (1) share of Common Stock and one Common Stock purchase exercised with $.35 per share. The warrant contained "4 ratchet" antidilution protection to avoid dilution of the equity interest represented by the underlying shares upon the occurrence of certain events, including the issuance of equity securities if an issuance, conversion or exercise price less than $.35. The warrant holders are entitled to demand registration rights for a two year period. In addition, we are subject to liquidated damages if we do not maintain the effectiveness of the subject registration statement. Our Common Stock currently trades at a price less than $.35 per share. If we raise additional capital to meet our current working capital requirements this may trigger the antidilution rights of the investors in our March through May 2004 private placement which may result in additional dilution to our current shareholders. In addition, if we fail to process 9,000 claims under the ADP Co-Marketing Agreement by March 1, 2005 or 25,000 claims by August 1, 2005 these same investors are entitled to receive additional units for no additional consideration. If we fail to process 6,000 claims under the ADP Co-Marketing Agreement by March 1, 2005 or 16,500 claims by August 1, 2005 these same investors are entitled to a 50% increase in the number of purchased units on each date for no additional consideration. The additional units that could be issued if both targets are not met are 9,004,429. If we process between 6,000 and 9,000 before March 1, 2005 and/or between 16,500 and 25,000 before August 1, 2005, these investors would receive a prorated portion of 4,502,215 units for the March 1, 2005 target date and a prorated portion of 4,502,215 units for the August 1, 2005 target date.
The forward-looking information in this Form 10-K may prove inaccurate.
This Form 10-K contains forward-looking statements and information that are based on management's beliefs as well as assumptions made by, and information currently available to, management. When used in this report, words such as "anticipate," "believe," "estimate," "expect," and, depending on the context, "will" and similar expressions, are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions, including the specific risk factors described above. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We do not intend to update these forward-looking statements and information.
ITEM 2.
ITEM 2. DESCRIPTION OF PROPERTY
Our main offices are located at 110 East Douglas Road, Oldsmar, Florida 33467. Monthly rent of approximately $17,880 terminates on November 30, 2006. The monthly rent increases annually until it reaches approximately $19,000 per month in the year ended November 30, 2006. We have the option to renew the lease for two additional years after the initial five-year term. On or after December 31, 2004, we also have the right to purchase the entire facility, totaling 62,000 square feet, with the associated land for $2,950,000. We issued 45,956 shares of our Common Stock to the landlord of this lease with registration rights to obtain the purchase option.
We believe that the facilities are well maintained, are in substantial compliance with environmental laws and regulations, and are adequately covered by insurance. We also believe that these leased facilities are not unique and could be replaced, if necessary, at the end of the term of the existing lease.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
We are currently not involved in any legal proceedings which are considered material.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 30, 2004 we amended our Certificate of Incorporation pursuant to an action by written consent as follows:
o We amended our name to eAutoclaims, Inc. We were formerly known as eAutoclaims.com, Inc.
o We increased our authorized number of Common Shares from 50,000,000 to 100,000,000 having a par value of $.001 per share. We maintained our authorized number of preferred shares a 5,000,000.
In connection with these actions we received the written consent of the holders of 17,750,340 shares or approximately 52.5% of our outstanding Common Stock approving these amendments prior to 7/31/04. The holders of 164,740 shares or 0.5% of outstanding Common Stock voted against such amendments as of 10/18/04.
PART II
ITEM 5.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Value
Our Common Stock is traded on the OTCBB under the symbol "EACC". The following table sets forth, the high and low bid prices of the Common Stock for the periods shown as reported by the National Quotation Bureau. The bid prices quoted on the OTCBB reflect inter-dealer prices without retail mark-up, mark-down or commission and may not represent actual transactions.
High Bid Low Bid -------- ------- Fiscal Year Ended July 31, 2002 First Quarter (August 1, 2001 to October 31, 2001) 1.68 0.39 Second Quarter (November 1, 2001 to January 31, 2002) 0.92 0.37 Third Quarter (February 1, 2002 to April 30, 2002) 0.70 0.40 Fourth Quarter (May 1, 2002 to July 31, 2002) 0.45 0.28
Fiscal Year Ended July 31, 2003 First Quarter (August 1, 2002 to October 31, 2002) 0.36 0.10 Second Quarter (November 1, 2002 to January 31, 2003) 0.16 0.08 Third Quarter (February 1, 2003 to April 30, 2003) 0.14 0.08 Fourth Quarter (May 1, 2003 to July 31, 2003) 0.55 0.17
Fiscal Year Ended July 31, 2004 First Quarter (August 1, 2003 to October 31, 2003) 0.43 0.27 Second Quarter (November 1, 2003 to January 31, 2004) 0.34 0.21 Third Quarter (February 1, 2004 to April 30, 2004) 0.53 0.33 Fourth Quarter (May 1, 2004 to July 31, 2004) 0.38 0.25
DESCRIPTION OF SECURITIES
Our authorized capital stock consists of 100,000,000 shares of Common Stock, $.001 par value ("Common Stock"), and 5,000,000 of preferred stock, $.001 par value ("Preferred Stock"), issuable in series. The following description of our capital stock does not purport to be complete and is subject to and qualified in its entirety by our Certificate of Incorporation and Bylaws, amendments thereto, including the Certificates of Designation for our Series A Preferred Stock, and by the provisions of applicable Nevada law. Our transfer agent is Equity Transfer Services, Inc., 120 Adelaide West, Suite 420, Toronto, Ontario, M5H 4C3
Common Stock
As of September 30, 2004, there were approximately 35,364,635 shares of our Common Stock outstanding. In addition, as of September 30, 2004, shares of common stock were subject to the following outstanding warrants:
o 1,044,385 warrants issued to the agent and purchasers of our Series A Preferred Stock at exercise prices of between $1.46 and $4.50,
o 1,150,000 warrants at an exercise price of $0.35 to $0.63 per share, issued to the purchasers of our convertible debentures,
o 9,004,429 warrants at an exercise price of $0.35, issued to purchases of units (one share of common stock and one warrant to purchase one share of common stock) between March and June of 2004,
o 790,200 warrants to purchase one unit for $0.28. The units consist of one share of common stock and one warrant to purchase another share of stock for $0.35, and
o 220,000 warrants at an exercise price of $0.75 per share, issued to the purchasers of common stock.
As of September 30, 2004, we have reserved 6,797,866 shares of our Common Stock underlying options issued to our directors, employees and consultants with exercise prices of between $.01 and $3.38. We have also deposited 585,040 shares of our Common Stock in escrow in connection with the conversion rights of our outstanding Series A Convertible Preferred Stock, which shares are included in the number of currently outstanding shares. As of July 31, 2004, we had approximately 229 common shareholders of record.
As of July 29, 2004 authorized common shares were increased from 50,000,000 to 100,000,000 based on the consent of the majority of the stockholders. The holders of Common Stock are entitled to one vote per share for the election of directors and all other purposes and do not have cumulative voting rights. The holders of our Common Stock are entitled to receive dividends when, as, and if declared by our Board of Directors, and in the event of our liquidation to receive pro-rata, all assets remaining after payment of debts and expenses and liquidation of the preferred stock. Holders of our Common Stock do not have any pre-emptive or other rights to subscribe for or purchase additional shares of capital stock, no conversion rights, redemption, or sinking-fund provisions.
Preferred Stock and Related Warrants
Our Board of Directors has the authority, without further action by our stockholders, to issue up to 5,000,000 shares of our preferred stock, par value $0.001 per share, in one or more series and to fix the rights, preferences, privileges and restrictions thereof. Effective June 27, 2000, we entered into a Securities Purchase Agreement and related agreements relating to the issuance of our Series A Preferred Stock. The following discussion is only a summary of certain of the terms and provisions of the Securities Purchase Agreement, Registration Rights Agreement, Security Agreement, Certificate of Designation for our Series A Preferred Stock, Purchaser's Warrants and Agent's Warrants.
Each time we issued our Series A Preferred Stock we issued to the purchaser warrants (the "Purchaser's Warrants") to purchase the number of shares of our Common Stock determined by dividing 30% of the dollar amount of our Preferred Stock issued to that purchaser by 130% of the closing bid price of our Common Stock on the day immediately preceding the issuance of our Preferred Stock. We also issued warrants to the Agent (the "Agent's Warrants") equal to 10% of the number of our Common Stock that our Preferred Stock would be convertible into if the Series A Preferred Stock were convertible into our Common Stock, assuming the conversion date was the date the Preferred Stock was issued at an exercise price of $4.50. All Purchaser's Warrants and Agent's Warrants are immediately exercisable, and have five (5) year exercise period.
During the time period June 2000 through June 2001, we raised a total of $2,289,929 (net of selling commissions and legal fees) from the sale of 520 shares of our Series A Preferred Stock at $5,000 per share. We paid total selling commissions of $260,000 and legal fees of $50,071 in connection with these placements. We issued a total of 780,000 Purchaser Warrants at exercise prices ranging from $1.46 to $3.33 and 264,385 Agent Warrants with an exercise price of $4.50.
The Series A Preferred Stock carries a cumulative preferred dividend of 8% per annum and a liquidation preference of $5,000 per share. We have the right to redeem the Series A Preferred Stock at a price of $5,500 per share upon giving not less than thirty days prior written notice to holders. Upon receipt of our notice of conversion, a holder of the Series A Preferred Stock may elect to convert the shares into Common Stock at any time prior to the date of redemption as specified in our notice.
To date, we have issued 7,931,108 shares of our Common Stock to the holders of the Series A Preferred Stock in connection with the conversion of 344 shares of Series A Preferred Stock and the currently outstanding satisfaction of accrued dividends. We currently have 176 shares of Series A Preferred Stock outstanding held by Governor's Road, LLC ("Governor's Road"). In October, 2003, we entered into an agreement with Governor's Road, as the sole holder of our Series A Preferred Stock, which amended and restated in all respects the prior agreements entered into by and between us and the holders of the Series A Preferred Stock. This agreement provides, among other matters, as follows:
o The conversion price of the Series A Preferred Stock shall equal the greater of $.20 per share or 75% of the average of the closing bid prices for our Common Stock for the 5 lowest trading days out of the 20 consecutive trading days immediately preceding the conversion date.
o We have the right to redeem the Series A Preferred Stock, in whole or in part, at a price equal to 110% of the purchase price per share plus accrued and unpaid dividends in cash. If we elect to redeem the Series A Preferred Stock, Governor's Road has the right to convert shares of our Series A Preferred Stock, providing the conversion of such shares does not result in Governor's Road owning more than 4.9% of our outstanding shares of our Common Stock, after taking into account the shares to be issued to Governor's Road upon such conversion.
o We have the right to optionally redeem outstanding Series A Preferred Shares on a monthly basis equal to 110% of the original purchase price per share over a 30 month term, or 8.233 shares of Series A Preferred Stock each month. We are required to increase this ordinary optional monthly redemption if our net income exceeds the following thresholds:
(a) net income equal to or greater than $150,000 per month - the monthly redemption amount is increased by 25%;
(b) net income equal to or greater than $200,000 per month - the monthly redemption amount is increased by 50%;
(c) net income equal to or greater than $300,000 per month - the monthly redemption amount is increased by 100%;
(d) net income equal to or greater than $400,000 per month - the monthly redemption amount is increased by 150%.
If we do not make the ordinary monthly optional redemptions, then Governor's Road has the right to convert in each 30-day period, beginning in the first day of each calendar month, at the conversion price then in effect, up to 1/20th (i.e., 5%) of the outstanding preferred shares. In addition, if we fail to make the ordinary optional redemption, then Governor's Road is entitled to certain accelerated conversion privileges if our average daily trading volume is greater than $10,000 and our conversion price exceeds $.75. In such events, Governor's Road is entitled to increase the number of shares that it may convert based upon a formula which increases this amount by 50% if the conversion price is $.75 per share to 300% if the conversion price is at least $1.50 per share, subject to our securities maintaining an average daily dollar value of at least $10,000 in the prior calendar month.
The October, 2003 Agreement with Governor's Road amended and superseded in significant respects the Securities Purchase Agreement entered into in June, 2000. We are no longer subject to the numerous negative covenants contained in the original Securities Purchase Agreement. The redemption and conversion features were superseded as described above. The Registration Rights Agreement was modified so that Governor's Road only has piggyback rights unless it is otherwise able to sell pursuant to Rule 144(k). In addition, we agreed that the exercise price of all purchaser warrants and agent warrants, issued to Governor's Road or its affiliate are set of the lower of current existing exercise prices or $.70 per share.
In the future, our Board of Directors has the authority to issue additional shares of our Preferred Stock in series with rights, designations and preferences as determined by the Board of Directors. When any shares of our Preferred Stock are issued, certain rights of the holders of our Preferred Stock may affect the rights of the holders of Common Stock. The authority of the Board of Directors to issue shares of our Preferred Stock with characteristics which it determines (such as preferential voting, conversion, redemption and liquidation rights) may have a deterrent effect on persons who might wish to make a takeover bid to purchase our shares at a price, which might be attractive to our shareholders. However, the Board of Directors must fulfill its fiduciary obligation to our shareholders in evaluating a takeover bid.
Certain Provisions of the Certificate of Incorporation and Bylaws
Our Certificate of Incorporation provides that no director shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director except as limited by Nevada law. Our Bylaws provide that we shall indemnify to the full extent authorized by law each of our directors and officers against expenses incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the corporation.
Insofar as indemnification for liabilities may be invoked to disclaim liability for damages arising under the Securities Act of 1933, as amended, or the Securities Act of 1934 (collectively, the "Acts"), as amended, it is the position of the Securities and Exchange Commission that such indemnification is against public policy as expressed in the Acts and are therefore, unenforceable.
Dividends
We have not paid any cash dividends on our common or preferred stock and do not anticipate paying any such cash dividends in the foreseeable future. Earnings, if any, will be retained to finance future growth.
Shares Eligible for Future Sale
As of September 30, 2004, we had outstanding 35,364,635 shares of Common Stock. Of these shares, 22,849,898 shares are freely tradable without restriction or limitation under the Securities Act, except for any shares purchased by "affiliates" or persons acting as "underwriters" as these terms are defined under the Securities Act.
The 12,514,737 shares of Common Stock held by existing shareholders that are "restricted" within the meaning of Rule 144 adopted under the Securities Act (the "Restricted Shares"), may not be sold unless they are registered under the Securities Act or sold pursuant to an exemption from registration, such as the exemption provided by Rule 144 promulgated under the Securities Act. The Restricted Shares were issued and sold by us in private transactions in reliance upon exemptions from registration under the Securities Act and may only be sold in accordance with the provisions of Rule 144 of the Securities Act, unless otherwise registered under the Securities Act.
In general, under Rule 144 as currently in effect, any person (or persons whose shares are aggregated), including an affiliate, who has beneficially owned shares for a period of at least one year is entitled to sell, within any three-month period, a number of shares that does not exceed the greater of:
(1) 1% of the then-outstanding shares of Common Stock; and
(2) the average weekly trading volume in the Common Stock during the four calendar weeks immediately preceding the date on which the notice of such sale on Form 144 is filed with the Securities and Exchange Commission.
Sales under Rule 144 are also subject to provisions relating to notice and manner of sale and the availability of current public information about us. In addition, a person (or persons whose shares are aggregated) who has not been an affiliate of ours at any time during the 90 days immediately preceding a sale, and who has beneficially owned the shares for at least two years, would be entitled to sell such shares under Rule 144(k) without regard to the volume limitation and other conditions described above. While the foregoing discussion is intended to summarize the material provisions of Rule 144, it may not describe all of the applicable provisions of Rule 144, and, accordingly, you are encouraged to consult the full text of that Rule.
We also have the ability to file Form S-8 registration statements, which registers for resale securities issued to our employees, officers, directors, consultants and advisors.
We are required to register the shares of Common Stock underlying conversion features of our Series A Preferred Stock along with the shares of Common Stock underlying the Agent's Warrants and Purchaser's Warrants upon 60 days prior notice. The sale of our Common Stock underlying any such registration statement may also adversely affect the market price of our Common Stock, result in substantial dilution to our stockholders and might also adversely affect our ability to raise additional capital.
In June, 2004 we had a Form S-1 registration statement registering 21,749,289 shares of our Common Stock declared effective by the Commission. The shares of Common Stock registered related to (i) 9,146,097 shares of Common Stock purchased by certain investors in a private placement conducted during 2004; (ii) 10,022,792 shares issuable upon exercise of Common Stock purchase warrants; (iii) up to 1,000,000 issuable upon conversion of a $250,000 convertible note; and (iv) up to 1,580,400 shares underlying a placement agent warrant. In addition, the holders of these securities are granted "full ratchet" antidilution rights if we issue any additional equity securities at an issue price, conversion price or exercise price at less than $.35 per share. The sale of such securities pursuant to the above-referenced registration statement may have a depressive affect on the market price of our Common Stock.
The possibility of future sales by existing stockholders under Rule 144 or otherwise will, including sales pursuant to the registration statement in the future, have a depressive effect on the market price of our Common Stock, and such sales, if substantial, might also adversely affect our ability to raise additional capital.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data set forth below is derived from financial statements that have been audited by Goldstein Golub Kessler LLP, independent registered public accounting firm. The information set forth below is not necessarily indicative of the results of future operations and should be read in conjunction with our financial statements, related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing elsewhere in this annual report.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
IMPORTANT NOTE ABOUT FORWARD-LOOKING STATEMENTS
The following discussion and analysis should be read in conjunction with our audited financial statements as of July 31, 2004 and the notes thereto, all of which financial statements are included elsewhere in this form 10-K. In addition to historical information, the following discussion and other parts of this Form 10-K contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under "Description of Business" and elsewhere in this Form 10-K.
The statements that are not historical constitute "forward-looking statements". Said forward-looking statements involve risks and uncertainties that may cause the actual results, performance or achievements of the Company and its subsidiaries to be materially different from any future results, performance or achievements, express or implied by such forward-looking statements. These forward-looking statements are identified by their use of such terms and phrases as "expects", "intends", "goals", "estimates", "projects", "plans", "anticipates", "should", "future", "believes", and "scheduled".
The variables which may cause differences include, but are not limited to, the following: general economic and business conditions; competition; success of operating initiatives; operating costs; advertising and promotional efforts; the existence or absence of adverse publicity; changes in business strategy or development plans; the ability to retain management; availability, terms and deployment of capital; business abilities and judgment of personnel; availability of qualified personnel; labor and employment benefit costs; availability and costs of raw materials and supplies; and changes in, or failure to comply with various government regulations. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this Form 10-K will prove to be accurate.
In light of the significant uncertainties inherent in the forward-looking statements included herein the inclusion of such information should not be regarded as a representation by the Company or any person that the objectives and expectations of the Company will be achieved.
OVERVIEW
We are a business-to-business e-commerce company that uses the Internet to streamline and lower the overall costs of automotive repair paid by insurance companies, managing general agents (MGA) and third party claims administrators (TPA) and self-insured automobile fleet management companies. We are establishing ourselves as the preeminent service provider for the automobile insurance industry, providing a seamless back-end infrastructure that links thousands of collision repair shops and support facilities. We provide a proprietary, cost-effective and highly advanced system for the processing and ultimate repair of claims for damaged vehicles filed by policyholders of our insurance company clients. We receive revenues from insurance companies for repairs completed by members of our network of repair shops. We approve all repair shops for inclusion in our network and determine which repair shop will ultimately perform the repairs. We receive a discount, ranging from 10% to 15%, from repair facilities that are members of our provider network. The revenues generated from the vehicle and glass repair through our provider network accounts for 91 %, 92% and 95% of the revenue for the years ended July 31, 2004, 2003 and 2002, respectively. We are paid on a per claims basis from our insurance and fleet company customers for each claim that we process through our system. These fees vary from $10 to $60 per claim depending upon the level of service required. For the years ended July 31, 2004, 2003 and 2002, 9%, 8% and 5% of the revenue has been received from claims processing fees and other income, respectively.
MANAGEMENT'S INTERIM OPERATING PLAN
Four separate events happened during the second half of the fiscal year and in September 2004 that has impacted the Company's financial position. First, our largest customer, sold a substantial part of its U.S. based auto physical damage business. Starting in January 2004, the business was expected to decrease one-twelfth each month for one year; however, the reduction in policy run-off accelerated in the last three months of the fiscal year and the expected drop in revenue has already occurred. Second, we experienced a significant decrease in revenue from our second largest customer because of a change in their state's legislation regarding a special type of insurance policy requiring a direct repair networks. That decrease in revenue also occurred in the second half of the fiscal year. Third, in August and September 2004 our office was threatened by four hurricanes, two of which impacted our community and operations. While our facilities withstood the hurricanes, it interrupted our claims assignment stream for several days; thereby, reducing revenue and cash flow. It also caused
us to incur additional expenses to insure that our business process would not be interrupted in the future. Fourth, the ADP Co-Marketing Agreement took longer to implement than expected. Specifically, there has been a time lag involved between when we anticipated rolling out the ADP Sales & Marketing efforts on a national basis and the actual time that this event has occurred. While we are still very optimistic about the opportunities presented with the ADP Co-Marketing Agreement. The effect of a delay has resulted in the Company incurring additional expenses for carrying support personnel and ramping for the remainder of fiscal 2004 and the first part of fiscal 2005.
As a result of these events, management is currently taking the following actions that are expected to positively impact the Company's financial position:
o Rolling out Higher Margin Product Lines - Management is leveraging internally develop ASP/technologies that will allow other companies in related industries to significantly reduce labor costs and improve operating efficiencies. These technologies have already been implemented in the Company's operating processes and have shown themselves to be of significant value. By modifying the interface to these technologies, the Company can produce significant click fees without significant additional operating costs. The target market for these technologies will include a wide range of organizations, including the largest (tier 1) insurance companies. The Company's management believes this additional product line will result in a greater growth in high volume, high margin revenues that will have a meaningful impact to the Company's bottom-line. While there are no guarantees these transactions or new business will mature, management believes this will be a growth market for the Company in the future.
o Raising Additional Capital - The Company is raising up to an additional $1.5 million of working capital to ensure the success of the initiative taken over the last twelve months. This additional capital will allow management the necessary resources to bring these initiatives to their successful completion.
o ADP Co-Marketing Agreement - Management is concentrating on the national rollout of the ADP Co-Marketing Agreement, which is the beginning of the Company's Special Markets Division. Since August 2004 this agreement has produced five signed pilot agreements with insurance companies or third party administrators, and has produced two verbal commitments for additional pilot agreement rollouts. In addition, there are other accounts in the sales cycle that are expected to mature into new accounts. While there are no guarantees that these pilot agreements will mature into annual or multi-year contracts, maturing these accounts past the pilot stage could produce significant claims volume. The Company would share the associated revenues with ADP Claims Services Group.
Based on the early results of the ADP Co-Marketing agreement and the expansion of the Company's ASP/Technology sales, we expect to need the extra staff we are currently carrying on our payroll. However, there are no guarantees this new expected business will materialize; therefore the Company has developed a contingency plan in the event these events do not occur. If necessary, the Company would reduce staff positions currently being carried for the expected new business from the ADP Co-Marketing agreement. In addition, our management team would also take a second round of salary reductions ranging from 5% to 15%. The senior management team would once again take the highest percentage reductions.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and the results of our operations are based upon our consolidated financial statements and the data used to prepare them. The Company's financials have been prepared in accordance with accounting principles generally accepted in the United States. On an ongoing basis we re-evaluate our judgments and estimates including those related to revenues, bad debts, long-lived assets, and income taxes. We base our estimates and judgments on our historical experience, knowledge of current conditions and our beliefs of what could occur in the future considering available information. Actual results may differ from these estimates under different assumptions or conditions. Our estimates are guided by observing the following critical accounting policies.
Revenue recognition:
The Company derives revenue primarily from collision repairs, glass repairs and fleet repairs. Revenue is recognized when an agreement between the Company and its customer exists, the repair services have been completed, the Company's revenue is fixed and determinable and collection is reasonably assured.
The Company records revenue gross in the areas of collision and fleet repairs. It also records at gross in certain glass repair transactions. Revenue is recorded at gross in these areas when:
o The Company is the primary obligor in its arrangements. The Company is responsible for the quality of the repair and must satisfy the customer if the body shop fails to repair the vehicle properly.
o The Company has latitude in establishing price. The price is established based on the Company's audit of the repair estimate submitted by the repair facility. The repair facility cannot begin the repair until an agreed upon price is established between the facility and the Company for the repair.
o The Company controls what is repaired with their contracted shops, as they audit the estimate submitted by the repair facility. The Company must agree that the repair is reasonable and necessary before the repair facility is allowed to proceed with the work being requested.
o The Company has discretion in supplier selection. Through the use of software, the Company prioritizes which repair facility is used based on the efficiency and effectiveness of the repair facility, and
o The Company has credit risk. The Company is responsible to pay the repair facility even if the customer does not pay for the repair.
The Company records revenue net of the repair costs when the supplier, not the Company, is the primary obligor in an arrangement, the amount the Company earns is fixed or the supplier has credit risk. This occurs when the repair has been performed before it is referred to the Company. When they receive notice of the transaction, they call the glass repair facility to ask them to become part of our network and to negotiate a better price on the repair. If the Company is able to negotiate a better price for the customer they keep a portion of the added discount. In that situation the revenue is recorded net of the repair costs even though the Company pays for the entire claim and are reimbursed by the insurance company, since they did not have the risk of loss and are not responsible for the repair.
The revenue generated from the co-marketing agreement with the ADP Claims Services Group (ADP) will be recorded net of the repair costs because in the agreement the Company is performing a fee for service. The insurance company is the customer of ADP, who will be collecting the revenue and paying the shop. The first claims from this agreement were processed in the fiscal year ended July 31, 2005.
The Company maintains an allowance for doubtful accounts for losses that they estimate will arise from the customers' inability to make required payments. Collectibilty of the accounts receivable is estimated by analyzing historical bad debts, specific customer creditworthiness and current economic trends. At July 31, 2004 the allowance for doubtful accounts was approximately $161,000.
Accounting for Income taxes:
The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. While we consider historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event that we determine that we would be able to realize deferred tax assets in the future in excess of the net recorded amount an adjustment to the deferred tax asset would increase income in the period such determination was made. Likewise, should we determine that we would not be able to realize all or part of the net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made. We have recorded valuation allowances against our deferred tax assets of $9,002,000 at July 31, 2004. The valuation allowance consists mainly of net operating losses previously realized and stock compensation currently not deductible. The valuation allowance was necessary because the use of these deductions is not reasonably assured since the company just recently reached profitability.
Valuation of long-lived assets:
The Company identifies and records impairment on long-lived assets, including goodwill, when events and circumstances indicate that such assets have been impaired. The Company periodically evaluates the recoverability of its long-lived assets based on expected undiscounted cash flows, and recognizes impairment, if any, based on expected discounted cash flows. Factors we consider important which could trigger an impairment review include the following:
o Significant negative industry trends o Significant underutilization of the assets o Significant changes in how we use the assets of our plans for their use.
Goodwill was amortized using the straight-line method over 7 years through July 31, 2002. As of August 1, 2002 no additional amortization was recorded as a result of the change in accounting standards as described below in "recently issued financial accounting standards." At each balance sheet date, the Company evaluates the period of amortization of intangible assets. The factors used in evaluating the period of amortization include: (i) current operating results, (ii) projected future operating results, and (iii) any other material factors that effect the continuity of the business. No charge for impairment of this asset was considered to be necessary as of July 31, 2004.
RESULTS OF OPERATIONS
Fiscal Year Ended July 31, 2004, Compared to Fiscal Year Ended 2003
REVENUE
Total revenue for the year ended July 31, 2004 was approximately $27.2 million, which consists of approximately $22.7 million in collision repair management for insurance companies, approximately $1.3 million in auto glass repairs and approximately $3.2 million in fleet repair management and other repairs and fees. Total revenue for the year ended July 31, 2003 was approximately $34.1 million, which consists of approximately $29.7 million in collision repair management for insurance companies, approximately $0.9 million in auto glass repairs and approximately $3.5 million in fleet repair management and other repairs and fees. Total revenues decreased approximately $6.9 million or 20% compared to approximately $34.1 million for the year ended July 31, 2003. This decrease is primarily the result of the loss of revenues from our two largest clients. During the year ended July 31, 2004 we derived 60% and 13% of our revenue from two customers. In October 2003, our largest client announced that they were selling one-half of their U.S. auto physical damage business to another insurance carrier. We have experienced approximately a $5.2 million or 20% decrease in the revenue from that customer between fiscal years ended July 31, 2003 and 2004. The loss in monthly revenue was the highest in the last three months of the fiscal year ended July 31, 2004. The decrease in revenue between the three months ended July 31, 2003 and 2004 totaled $2.6 million or 47%. We also experienced a decrease in revenue from our second largest customer because of a change in their state's legislation regarding a special type of insurance policy requiring a direct repair networks. We experienced approximately a $1.9 million or 35% decrease in the revenue from that customer between fiscal years ended July 31, 2003 and 2004. The loss in monthly revenue was the highest in the last three months of the fiscal year ended July 31, 2004. The decrease in revenue between the three months ended July 31, 2003 and 2004 totaled $1.0 million or 67%. The Company anticipates meaningful growth in new clients based on the early results of its new co-marketing agreement with ADP Claims Services Group. However, because of the competitive nature of our business and the uncertainty of bring on enough business to offset the loss of business, we may be unable to replace revenues quickly enough to sustain profitability. However, the company's management will cut expenses in the event we are unable to obtain profitability.
The glass revenue increase by 39%, or $345,000, from $894,000 in fiscal year 2003 to approximately $1.2 million in fiscal year 2004. This increase is a result of a new customer in fiscal year 2004. We negotiated lower pricing from one of our larger glass vendors, which has helped our competitiveness in this market. The glass repair business complements our core business and allows our customers to use a single source for all repair needs. The fleet revenue decreased approximately $156,000, or 18% from approximately $869,000 in fiscal 2003 to approximately $713,000 in fiscal 2004. This decrease is mostly a result of a decrease in the amount of claims from one of our existing clients.
EXPENSES
Claims processing charges are primarily the costs of collision repairs paid by eAutoclaims to its collision repair shop network. Claims processing charges for the fiscal year 2003 were approximately $28.3 million compare to $22.1 million in fiscal 2004. This is a decrease in total costs of 22% and a decrease in the percentage of claims costs compared to total revenue from 83.2% in fiscal 2004 to 81.5% in fiscal 2003. This decrease in the percentage of the claims processing charges compared to revenue over the same periods last year was mostly caused by an increase in the overall margin of our products.
We are dependent upon our third party collision repair shops for insurance claims repairs. As of September 30, 2004, eAutoclaims has approximately 2,500 affiliated repair facilities in its network for claims repairs. We electronically and manually audit individual claims processes to their completion using remote digital photographs transmitted over the Internet. However, if the quality of service provided by collision repair shops fall below a satisfactory standard leading to poor customer service, this could have a harmful effect on our business. We control our service requirements by continually monitoring customer service levels and providing staff inspections of our network shops and, if required, establish similar relationships with other collision repair shops.
Selling, general and administrative (SG&A) expenses for the year ended July 31, 2004 were approximately $6.4 million or 24% of revenue compared to approximately $6.4 million or 19% of revenue for the year ended July 31, 2003. During the year ended July 31, 2004 and 2003 we incurred payroll related expenses of approximately $ 3.7 million and approximately $4.2 million, respectively, a 12% decrease. During fiscal year ended July 31, 2004, approximately $240,000 of the payroll expense related to personnel establishing the systems and infrastructure to support the ADP Co-marketing agreement. While there was no return on this expenditure in fiscal year 2004, management expects it to provide for revenues in fiscal year 2005 and beyond.
SG&A expenses included non-cash charges of approximately $1.0million for the year ended July 31, 2004. These non-cash charges included a $77,000 write-off of equipment that was replaced to keep pace with new technology, $869,000 of compensatory options issued to employees, and approximately $165,000 of stock issued for consulting agreements for interest and legal, board and professional services as well as $12,000 for interest. There was also an $81,000 credit in the allowance for doubtful accounts that partially offset these charges.
We recently implemented a series of cost reductions, including a reduction in the RSA servicing team. We have reduced our staff by eight individuals that were responsible for processing the RSA business, but have still maintained staff to service new clients expected from the ADP co-marketing agreement. In addition, our management team took salary reductions ranging from 5% to 15%. The senior management team took the highest percentage reductions. The middle managers received a total of 72,767 stock options with a strike price of $0.01 as partial compensation for their 5% salary reduction. The senior management team did not receive stock options for their salary reductions. We are also implementing reductions in other operational expenses. The total cost savings from this expense reduction is expected to be approximately $524,000 per year.
Depreciation and amortization was approximately $823,000 and $503,000 for the years ended July 31, 2004 & 2003, respectively. Depreciation of fixed assets represented approximately $516,000 and $491,000, respectively. Amortization expense of approximately $308,000 in fiscal year 2004 reflects the amortization of discount on the convertible debentures issued in July of 2003. The amortization expense of $12,000 in fiscal year 2003 reflects the warrants and debenture conversion feature created by the debenture financing in fiscal year 2003.
Interest income of approximately $2,000 and $12,000 is included in selling, general and administrative expenses, net of interest expense of approximately $57,000 and $45,000 for the year ended July 31, 2004 and 2003, respectively. Interest expense related primarily to interest on shareholder loans and capital leases and interest income resulted primarily form interest earned on our cash reserves.
NET LOSS
We recognized a net loss of approximately $2.2 million and $1.2 million for the years ended July 31, 2004 and 2003, respectively. The increase in net loss was a result of non-cash charges as described above. Net loss before non-cash charges were approximately $345,000 and $683,000 for the years ended July 31, 2004 and 2003, respectively. The decrease in the net-loss before non-cash charges was primarily a result of the restructuring of expenses and improving margins.
Fiscal Year Ended July 31, 2003, Compared to Fiscal Year Ended 2002
REVENUE
Total revenue for the year ended July 31, 2003 was approximately $34.1 million, which consists of approximately $29.7 million in collision repair management for insurance companies, approximately $0.9 million in auto glass repairs and approximately $3.5 million in fleet repair management and other repairs and fees. During the year ended July 31, 2003, we derived 58% and 14% of our revenues from two (2) customers. Total revenue for the year ended July 31, 2002 was approximately $32.3 million, which consists of approximately $28.5 million in collision repair management for insurance companies, approximately $1.0 million in auto glass repairs and approximately $2.8 million in fleet repair management and other repairs and fees. Total revenues increased approximately $1.7 million or 5% compared to approximately $32.3 million for the year ended July 31, 2002. This increase is primarily the result of growth in revenues attributed to our core collision repairs management business and the growth in fees and other revenue as described below. We implemented a series of price increases during this period and evaluated the contribution to net margin by all accounts. -
The glass revenue decrease by 10% from approximately $1.0 million in fiscal year ended July 31, 2002 to approximately $0.9 million in fiscal year ended July 31, 2003. This decrease is a result of the loss of a major customer in fiscal year 2002 due to the maturing and increased competition for the glass repair business. We negotiated lower pricing from one of our larger glass vendors, which has helped our competitiveness in this market in the last quarter of fiscal year 2003. In the fourth quarter of fiscal 2003, glass revenue increased 89% or by approximately $186,000. The glass repair business complements our core business and allows our customers to use a single source for all their repair needs. The fleet revenue decreased approximately $261,000, or 23% from approximately $1.1 million in fiscal 2002 to approximately $0.9 in fiscal 2003. This decrease is mostly a result of a decrease in the amount of claims from our existing clients and two clients from 2002 that are no longer clients in 2003.
EXPENSES
Claims processing charges are primarily the costs of collision repairs paid by eAutoclaims to its collision repair shop network. Claims processing charges for the fiscal year 2002 were approximately $27.3 million compare to $28.3 million in fiscal 2003. This is an increase in total costs but a decrease in the percentage of claims costs compared to total revenue from 84.5% in fiscal 2002 to 83.2% in fiscal 2003. This decrease in the percentage of the claims processing charges compared to revenue over the same periods last year was mostly caused by increase sales in higher margin products.
We are dependent upon our third party collision repair shops for insurance claims repairs. As of September 30, 2003, eAutoclaims had approximately 2,400 affiliated repair facilities in its network for claims repairs. We electronically and manually audit individual claims processes to their completion using remote digital photographs transmitted over the Internet. However, if the quality of service provided by collision repair shops fall below a satisfactory standard leading to poor customer service, this could have a harmful effect on our business. We control our service requirements by continually monitoring customer service levels and providing staff inspections of our network shops and, if required, establish similar relationships with other collision repair shops. Our shop totals decreased during fiscal 2003 by approximately 800 shops. This decrease is a result of a combination of, poor performance of some shop network members, the Company's decision to reduce network shop coverage in certain geographical areas in order to increase the number of claims assigned to the best shops in those areas and late payments made over the last year. Management believes that the shops lost to slow payment can be replaced with other qualified shops and has started to do so (See Expenses under the caption Fiscal Year Ended July 31, 2004, Compared to Fiscal Year Ended 2003).
Selling, general and administrative (SG&A) expenses for the year ended July 31, 2003 were approximately $6.4 million or 19% of revenue compared to approximately $8.1 million or 25% of revenue for the year ended July 31, 2002. This represents an overall decrease in SG&A of 21%. This decrease in expense is mostly a result of a $1.1 million reduction in payroll and operating expenses. During the year ended July 31, 2003 and 2002 we incurred payroll related expenses of approximately $ 4.2 million and approximately $5.1 million, respectively, a 17% decrease.
SG&A expenses included non-cash charges of approximately $997,000 for the year ended July 31, 2002. These non-cash charges included a $360,000 write-off of software, a $340,000 reserve for bad debts, $136,000 of stock and stock options for rent and employee compensation, and approximately $161,000 of stock issued for consulting agreements for investor relation services, legal, board and professional consultants.
During fiscal year ended 2002, two insurance companies that owed the Company approximately $289,000 were placed into receivership in the state of California. During the summer of 2003 we were notified that our claims against these insurance companies are eligible and will be paid out of the State of California Guaranteed Fund. We received approximately $30,000 from this fund prior to the July 31, 2003 year-end, and have been told the Company will receive the remaining funds by the end of December 2003. Consequently, we have reversed approximately $122,000 of the allowance for doubtful accounts that was originally established due to the nature of the receivables.
The Company has settled the two lawsuits that were present at the end of the 2002 fiscal year. In both cases management settled the suit in order not to incur significant legal fees. The settlements in each case were for amounts far less than the plaintiff was asserting. Cash combined settlement for these two lawsuits totaled $110,000, the effects of which have been recorded in the July 31, 2003 financial statements.
Depreciation and amortization was approximately $503,000 and $1,086,000 for the years ended July 31, 2003 and 2002, respectively. Depreciation of fixed assets represented approximately $491,000 and $312,000, respectively. Amortization expense of approximately $0 and $218,000 in fiscal year ended 2003 and 2002, respectively, reflects the amortization of goodwill from the purchase of Premier Express Claims and Salvage Connection. The remaining amortization in the fiscal year ended 2003 and 2002 of approximately $12,000 and $556,000, respectively, relates to the warrants and debenture conversion feature created by the debenture financing in fiscal year 2003 and 2002. Due to a change in the accounting standards, no amortization is recorded in the year-ended July 31, 2003 from our acquisition of Premier Express Claims or Salvage Connection.
Interest income of approximately $12,000 is included in selling, general and administrative expenses, net of interest expense of approximately $45,000 for the year ended July 31, 2003. For the 2002 fiscal year interest income of approximately $33,000 is included in selling, general and administrative expenses, net of interest expense of approximately $35,000, including approximately $10,000 of debenture interest. Interest expense related primarily to interest on shareholder loans and capital leases and interest income resulted primarily form interest earned on our cash reserves.
NET LOSS
We recognized a net loss of approximately $1.2 million and $4.2 million for the years ended July 31, 2003 and 2002, respectively. This represents a 72% decrease in the loss between the two years. Net loss before non-cash charges, which are described above, were approximately $0.7 million and $2.1 million for the years ended July 31, 2003 and 2002, respectively. The decrease in the loss was primarily a result of the restructuring of expenses, improving margins and focusing on the most profitable clients. These three initiatives resulted in profitability for the third and forth quarters of fiscal year 2003.
LIQUIDITY AND CAPITAL RESOURCES
At July 31, 2004, we had cash of approximately $416,000, a $189,000 increase from last year, and a working capital deficiency of approximately $3.2 million as of July 31, 2004 compared to $5.0 million as of July 31, 2003, a decrease in the deficit of approximately $1.8 million. - Other than working capital generated from operation, our primary source of working capital during the fiscal year ended July 31, 2004, was the receipt of $2,436,240 from the sale of our equity securities and $250,000 from the sale of debentures, which were converted into equity securities. Of these proceeds $258,115 were paid out in expenses of raising the funds, for a net of $2,178,125.
Our management continues to analyze our operations and streamline where appropriate. In April 2004, management made cost cuts that are anticipated to save the Company approximately $580,000 per year. The costs that were cut focused primarily upon the trimming of overhead, including the termination of personnel and the deferral of new product development. - Our ability to make additional significant cost cuts is limited. Also, such cost cutting programs are potentially counterproductive to our long term best interests because such cost cutting results in the loss of the Company's valued employees and new product initiatives.
As a result of the loss of business from our two largest customers, additional financing may be necessary. If revenues grow it will provide its own working capital, but because revenue growth is not guaranteed, we have solicited proposals for additional financing. We cannot assure you that we will be able to raise such funds or that such funds will be available to us on favorable terms. If we raise additional funds for the issuance of our securities, such securities may have rights, preferences or privileges similar to those of the rights of our common stock and our stockholders may experience additional dilution.
We believe that cash generated from operations and additional financing, if necessary, will be sufficient to meet our working capital requirements for the next 12 months. This estimate is a forward-looking statement that involves risks and uncertainties. The actual time period may differ materially from that indicated as a result of a number of factors so that we cannot assure that our cash resources will be sufficient for anticipated or unanticipated working capital and capital expenditure requirements for this period.
We remain optimistic about our long term business prospects. However, we still face significant obstacles to achieve profitability. We anticipate that in fiscal 2005 we will begin to roll out a substantial volume of repairs pursuant to our ADP Claims co-marketing agreement. We have invested a significant amount of our working capital, technical infrastructure and personnel time in preparing eAuto for the increased claims volume from ADP Claims co-marketing agreement. Our financial and personnel commitment to the ADP Claims co-marketing agreement combined with the loss of revenue from our largest customer due to a sale of part of their business has created the working capital pressures we experienced during fiscal 2004 and will continue to experience during at least the first half of fiscal 2005.
DEBT AND CONTRACTUAL OBLIGATIONS
Our commitments for debt and other contractual arrangements as of July 31, 2004 are summarized as follows:
Years ending July 31, 2005 2006 2007 2008 Total ---------- -------- -------- ------- ----------
Property lease $ 219,000 $ 225,000 $ 76,000 $ 520,000 Equipment lease 103,000 113,000 105,000 15,000 336,000 Loan payable to stockholder 36,900 36,900 Convertible debenture 300,000 300,000 Employee compensation 786,300 119,000 905,300 ---------- -------- -------- ------- ---------- $1,145,200 $757,000 $181,000 $15,000 $2,098,200 ========== ======== ======== ======= ==========
The Company leases equipment and facilities under non-cancelable capital and operating leases expiring on various dates through fiscal 2007. The main operating lease consists of a 5-year lease for 30,000 square feet of a 62,000 square foot facility. The Company has an option to buy the entire facility with the associated land for $2,950,000.
As of July 31, 2004 the Company had one loan outstanding to a stockholder totaling $36,866. The loan bears interest at the rate of 12% per annum and is being paid over 18 months with principal and interest payments of $7,582 per month through December of 2004. The fair value of the loan approximates its carrying amount based on rates available to the Company for similar loans.
In July of 2004 the Company renewed a $300,000, 8% convertible note payable with a maturity date of August 2005. The note was initially executed in July of 2003. This note is convertible at the discretion of the creditor at a fixed rate of $0.279 per share. The interest can be paid in either cash or common shares at the Company's discretion at the end of the loan. In fiscal year 2003 The Company recorded a discount to the note payable of $140,860 representing the beneficial conversion feature of the debentures. The discount was amortized to interest expense over the original one-year term of the note.
The Company has a two-year employment agreement with its president and chief executive officer. On March 27, 2003, the Board of Directors approved an Amended and Restated Employment Agreement with its President and Chief Executive Officer. The new two-year agreement specifies an annual base salary of $185,000, effective February 1, 2003 through December 31, 2003. From January 1, 2004 through February 1, 2005, the minimum annual base salary will be $200,000. The individual receives bonuses equal to 3% of the Company's earnings before interest, taxes, depreciation and amortization as defined by generally accepted accounting principles (GAAP), and may elect to receive part or the entire bonus, if any, in shares of our Common Stock valued at 90% of the then current market value. Each month that the Company is profitable on a GAAP basis, the individual also has the right to receive options to purchase 25,000 shares of the Company's common stock, with a term of five years at an exercise price equal to the stock's fair market value at the date of grant. These options vest over the remaining life of his contract. The individual is entitled to a $750 per month automobile allowance and $1,000 of personal allowances. The individual is entitled to up to 299% of his current base salary if the individual loses his position, unless terminated for cause. Mr. Seidel took a voluntary pay reduction of 15% of his pay effective May 1, 2004 until the Company returns to profitability. This adjustment was reflected in the debts and contractual obligation table above.
In addition, the Company has two-year employment agreements with four other executives that expire April 30, 2006. The agreements provide base salaries of $448,945 in the second year. They also receive automobile allowance ranging from $400 to $700 per month. If their contracts are not renewed they receive severance packages ranging from six to nine months of their annual compensation. These severance packages supersede the previous "Change in Control and Termination Agreements," dated April 9, 2001, that each of these executives had previously executed. These executives also took a pay reduction of 15% of their aggregated contracted amount until the Company returns to profitability. This adjustment was reflected in the debts and contractual obligation table above.
Inflation
We believe that the impact of inflation and changing prices on our operations since the commencement of our operations has been negligible.
Seasonality
The Company typically experiences a slow down in revenue during November and December each year. Consumers tend to delay repairing their vehicles during the holidays.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
The financial statements to be provided pursuant to this Item 7 begin on page of this Report, following Part III hereof.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A
ITEM 9A CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of July 31, 2003. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission ("SEC") reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to eAutoclaims, Inc., including our consolidated subsidiaries, and was made known to them by others within those entities, particularly during the period when this report was being prepared.
(b) Changes in internal controls over financial reporting.
In addition, there were no significant changes in our internal control over financial reporting that could significantly affect these controls during fiscal year ended July 30, 2004. We have not identified any significant deficiency or materials weaknesses in our internal controls, and therefore there were no corrective actions taken.
ITEM 9B
ITEM 9B OTHER INFORMATION
None
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The names, ages and respective positions of the Executive Officers and Directors of the Company are as follows:
Name Age Position
Eric Seidel 41 Chief Executive Officer, President and Director
Reed Mattingly 35 Executive Vice President
Scott Moore 43 Chief Financial Officer
Stacey Adams 32 Sr. VP of Operations
Dave Mattingly 46 Chief Information Officer
Jeffrey D. Dickson 61 Chairman of the Board of Directors
Christopher Korge 50 Director
Nicholas D. Trbovich, Jr. 44 Director
Because we are a small company, we are currently dependent on the efforts of a limited number of management personnel. We believe that, given the development stage of our business and the large amount of responsibility being placed on each member of our management team, the loss of the services of any member of this team at the present time would harm our business. Each member of our management team supervises the operation and growth of one or more integral parts of our business.
The Chief Executive Officer/President is elected and can be removed by the Board of Directors. Directors are elected at the annual meeting of shareholders to serve for their term and until their respective successors are duly elected and qualify, or until their earlier resignation, removal from office, or death. The remaining directors may fill any vacancy in the Board of Directors for an unexpired term.
Business Experience of Executive Officers and Directors
Eric Seidel has been a director and our chief executive officer and president since June 1, 2000. From January 1, 2000 through May 31, 2000, Mr. Seidel was the chief executive officer and president of eAutoclaims, Inc., which was privately held Delaware corporation, which merged with us. From September 1997 through December 1999, Mr. Seidel was employed as a senior executive officer of First American AMO. From August 1995 through June 1997, Mr. Seidel was a senior executive at Salex Corporation; a fleet management company serving Fortune 500 companies, where, among other responsibilities he was responsible for insurance company services. Mr. Seidel is a past president of the U.S. Junior Chamber of Commerce.
Reed Mattingly, Executive Vice President. Mr. Mattingly was formerly the Chief Operating Officer of eAutoclaims and VP Premier Express Claims prior to its acquisition by eAutoclaims in July of 2000. He has 13 years of experience in the automotive insurance services business. Mr. Mattingly currently leads our sales and marketing teams. Mr. Mattingly is responsible for growth in revenue from new and existing clients through the effective marketing and sales of existing eAutoclaims applications and services as well as identification and development of alternative revenue generating opportunities. In the previous position of COO for eAutoclaims, he was instrumental in increasing revenue from approximately 15 million to over 30 million in revenues by working directly with national accounts and consistently providing excellent service to clients. He has also built and managed a 24-hour/7 day national claim reporting call center. Companies under his management have been known for a "high-tech, high-touch" approach to personalized customer service. He earned a degree in Business Management from the University of South Carolina.
Scott Moore, CPA became our Chief Financial Officer on September 11, 2000. Mr. Moore is responsible for the internal and external financial reporting of the Company as well as providing financial insights into business operations. Mr. Moore was previously a partner in the accounting firm of Harper Van Scoik & Company in Clearwater, Florida for approximately 3 years and served as the technical review and quality control partner for the accounting and auditing practice of the firm. Mr. Moore was with the firm for a total of 12 years. Prior to that time Mr. Moore was a senior accountant with Deloitte Haskins & Sells.
David Mattingly became our Chief Information Officer in June 2002. He had previously held the position of VP IT at eAutoclaims since March of 2001. Mr. Mattingly is responsible for developing new products and keeping the Company's technology on the `cutting edge.' He oversees and manages all eAutoclaims technology projects, inclusive of projects in both Network Administration and Programming departments. Mr. Mattingly also develops and maintains internal intranet applications and processes that form the `backroom' for claim processing. Mr. Mattingly has been in the Computer Technology field for over 22 years. He earned a BS Degree in Electronic Engineering Technology from the State University of New York during his seven-year tour with the United States Air Force. Mr. Mattingly has several other Computer Technology & Engineering degrees and is currently enrolled in Devry University's Keller Graduate School of Management MBA program with a concentration in Information Systems Management.
Stacey Adams, Sr. Vice President Operations. Ms. Adams has been with eAutoclaims since its inception in December 1999. She is formerly the Operations Manager of the Royal Care Division. She has over 5 years experience in the insurance and technology industries. Prior to eAutoclaims Ms. Adams was with a Senior Customer Account Representative/Account Executive with NetWireless from April 1998 to February 1999, where she provided technical support and marketing support for the customers and sales team. Stacey has earned a bachelor's in communications from Arizona State University and carries agents license in Property & Casualty Insurance.
Jeffrey D. Dickson has been a director and the chairman of our board of directors since June 2000. From May 1997 through November 1999, Mr. Dickson was the president and chief executive officer of First American AMO. From February 1995 through May 1997, Mr. Dickson was the president and chief operating officer of Salex Corporation. Mr. Dickson has served as an executive vice president of the American Bankers Insurance Group and president of Interloc Corp. Mr. Dickson was awarded a Masters of Business Administration degree from Harvard University in 1979.
Christopher Korge has been a director since June 2000. He is the managing partner at the law firm of Korge & Korge, P.A. in Miami, Florida. He received his J.D. degree from Temple School of Law in 1981 and B.S. in Business Administration, from the University of Florida, in 1977. Mr. Korge's firm represents numerous Fortune 500 corporations. Mr. Korge serves on numerous boards of directors and is a major shareholder in various companies including two housing development companies, and one E commerce company, Intune Group. He is Chairman of Intune. Mr. Korge is Finance Vice Chairman of the Democratic National Committee. He is past Co-Chair of the Democratic National Committee Business Council.
Nicholas D. Trbovich, Jr., has been a director of eAutoclaims since June 2000. He is a director and vice president of AMEX-listed Servotronics, Inc., President of TSV ELMA, Inc. and TSV Franklinville, Inc. (Servotronics development subsidiaries), Chairman and CEO of Queen Cutlery and CEO and President of the Ontario Knife Company, (the U.S. Military's largest supplier of bayonets and survival knives). He is founder and owner of Aero, Inc., A fabricator of hot forged metal products.
Other Key Employees
In addition to the individuals identified above as "Executive Officers", the following individuals are considered key employees and certain information with respect to these key employees is described below:
John Prozinski, Vice President Business Development. Mr. Prozinski joined eAutoclaims in August 1998. During his time with eAutoclaims he has also held positions as Regional Sales Manager, National Body Shop Manager, and Director of Consumer Products. In March of 2002 he was promoted to the Vice President of Business Development. From August of 1995 through August of 1998 Mr. Prozinski was a regional sales manager for Ashland, Inc. covering North American and Canadian. He holds a bachelor's degree from St. John's University and is a past president of the United States Junior Chamber of Commerce.
Larry C. Colton, Controller. Mr. Colton joined eAutoclaims in December 2000. He has over 25 years experience in accounting and finance, having held a variety of positions in several industries. Between December 1997 and December 2000, Mr. Colton was Vice President of an asset management division of Sky Financial Group. He holds a bachelor's degree from Elmhurst College and a Masters of Business Administration degree from Northern Illinois University.
Mike Probyn, -Vice President of Operations. Mr. Probyn has been with eAutoclaims for 3 years and is currently serving as our Vice President of Operations overseeing the Auditing, Claims and Vendor departments. He formerly served as the Regional Vendor Manager and National Vendor Manager. Prior to working for eAutoclaims, Mr. Probyn was Co-Owner of a Pest Control Company for over 15 years and also Past President of the Florida Junior Chamber of Commerce.
Ryan Blade, Vice President Information Technology. Mr. Blade joined eAutoclaims in September 2000. He has served as a Technical Support Specialist, a programmer and an IT Department Manager. He was promoted to Vice President Information Technology in May 2003 and oversees the IT Support, Programming and Network Administration departments. Formerly he served thirteen years in the United States Army.
Election
The Company's Bylaws fix the size of the Board of Directors at no fewer than three and no more than nine members, to be elected annually by a plurality of the votes cast by the holders of Common Stock, and to serve until the next annual meeting of stockholders and until their successors have been elected or until their earlier resignation or removal. Currently there are four Committees of the Board of Directors and Meetings
Board of Directors Meetings
Our Board of Directors held three (3) meetings during the fiscal year ended July 31, 2004. Each of our directors attended all three meetings.
Audit Committee
The Audit Committee, which held four meetings during fiscal 2004 to review the three 10Qs and one 10KSB, acts on behalf of the Board to oversee all material aspects of the Company's reporting, control and audit functions. The Audit Committee's role includes a particular focus on the qualitative aspects of financial reporting to shareholders and on Company processes for the management of the business/financial risk and for compliance with significant applicable legal, ethical and regulatory requirements. In addition, the Audit Committee reviews the adequacy of internal account, financial and operating controls and reviews the Company's financial reporting compliance procedures. During fiscal 2004 Mr. Korge was Chairman of the Audit Committee. For fiscal 2005 Mr. Trbovich, Jr. will be Chairperson of the Audit Committee and serves with Mr. Korge and Mr. Dickson. None of our Audit Committee members are a financial expert as is defined under Item 401(h) of Regulations S-F. However, 2 of our 3 Audit Committee members are not part of the Company's management. We are an OTC:BB issuer and accordingly are not currently required to have a financial expert on our board.
Compensation Committee
The Compensation Committee, which held one meeting during fiscal 2004 to review compensation issues, and sets policy for compensation of all senior management and directors. The Compensation Committee consists of Mr. Dickson, Mr. Trbovich, Jr. and Mr. Korge. During fiscal 2004, Mr. Trbovich, Jr. served as Chairman of the Compensation Committee. Mr. Korge will be the Compensation Committee Chairperson. See "Board Compensation Committee Report on Executive Compensation."
Nominating Committee
The Company does not currently have a standing nominating committee of the Board of Directors. The entire board of directors acts as the nominating committee.
Director Compensation
During the eleven months ended June 30, 2003, the board members were paid $500 plus expenses for each board meeting they attend in person, and $300 for each board meeting they attend via conference call. Each outside director was entitled to $1,250 worth of Common Stock to be issued on a quarterly basis at the fair market value as of the end of each quarter. For the fiscal year ended July 31, 2003 and 2002, we have issued 55,797 and 35,257 shares, respectively, to our outside directors under this arrangement.
Those two outside Directors are also compensated with stock options at various points throughout the year. All these options have an exercise price set at the market value of the stock on the date of the granting of the option. The options vest after one year and have a term of five years. For the fiscal year ended July 31, 2004, two outside Directors received 12,500 options each quarter, which were issued on November 1, 2003, January 31, 2004, April 30, 2004 and July 31, 2004 at an exercise prices of $0.35, $0.32, $0.35 and $0.38, respectively, for a total of 50,000 options per director or 100,000 options in aggregate. For the fiscal year ended July 31, 2003, two outside Directors received 12,500 options each quarter, which were issued on November 8, 2002, January 31, 2003, April 30, 2003 and July 31, 2003 at an exercise prices of $0.23, $0.13, $0.17 and $0.45, respectively, for a total of 100,000 options. For the fiscal year ended July 31, 2002, four directors received 12,500 options on both October 31, 2001 and January 31, 2002 with exercise prices $0.47 and $0.73 each, and three outside directors received 12,500 options on both April, 30 2002 and July 31, 2002 at an exercise prices of $0.51, $0.36, respectively, for a total of 175,000 options. The outside board members will be issued 12,500 options at the end of each quarter at the market value at the end of each quarter as compensation for their services. All these options are exercisable after one year and have terms of five years.
Starting July 1, 2003 the directors' compensation was raised to be competitive in the industry. The two outside directors received an annual retainer of $25,000 each. This retainer was paid in stock for the fiscal year beginning August 1, 2004 and 2003. Additionally, the two outside directors have received $6,000 per year for attending board meetings and $4,000 per committee per year for attending committee meetings. The committee fee is raised to from $4,000 to $8,000 per committee per year if they are the Chairperson for the committee. If they don't attend one or more committee or board meetings their compensation is reduced accordingly.
Code of Ethics
The Company has adopted a "Code of Business Conduct and Ethics" that applies to all eAuto employees and Board of Directors, including eAuto's principal executive officer and principal financial officer, or persons performing similar functions. A copy of the Company's Code of Business Conduct and Ethics is attached as an exhibit to this annual report on Form 10-K. The Company intends to post the Code of Business Conduct and Ethics and related amendments or waivers, if any, on its website at www.eautoclaims.com. Information contained on the Company's website is not a part of this report. Copies of the Company's Code of Business Conduct and Ethics will be provided free of charge upon written request to eAutoclaims, Inc., 110 East Douglas Road, Oldsmar, Florida 34677, attention: Scott Moore.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of the Forms 3, 4 and 5 filed during fiscal 2003 the registrant reasonably believes, except as described below, that each person who, at any time during the current fiscal year, was a director, officer, beneficial ownership of more than 10% of our common stock filed the appropriate form on a timely basis with respect to changes in such owner's beneficial ownership of our common stock. Mr. Dickson, our Chairman, was delinquent in filing Form 4s related to the acquisition of 7,954 common shares which occurred on or about September 2002. Eric Seidel, Reed Mattingly, Scott Moore and Dave Mattingly delinquent in the filing of their form 4s relating to the Company granting stock options on March 10, 2004. Christopher Korge was delinquent on his Form 4 filing relating to the investment and conversion of his debenture into units in April and June 2004.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table shows the compensation paid or accrued by us for the fiscal years ended July 31, 2004, 2003, and 2002 to or for the account of our Officers that exceed $100,000.
The cost to us of personal benefits, including premiums for life insurance and any other perquisites, to such executives do not exceed 10% of such executive's annual salary and bonus.
(1) Other annual compensation, including cell phones is less than 10% of the officers' salaries and is therefore not disclosed above. (2) Mr. Wright resigned in January 2003. (3) Mr. Powers' employment ceased in October 2002.
(1) Except as described in the description of Mr. Seidel's employment contract below, each option granted has a term of 10 years, and vests upon issuance.
Aggregate Option/SAR Exercises in Last Fiscal Year and Fiscal Year End Option/SAR Values
The following table provides information with respect to the named officer concerning exercised and unexercised options in fiscal year ended July 31, 2004.
(1) Value Realized represents the market value of the underlying securities on the exercise date minus the exercise price of such options.
(2) Value Realized represents the market value of the underlying securities on 7/31/04 minus the exercise price of such options.
Employment Contracts and Other Arrangements
Eric Seidel, President and Chief Executive Officer. On March 27, 2003, the Board of Directors approved an Amended and Restated Employment Agreement with Mr. Seidel. Mr. Seidel agreed to a salary reduction from his last contract in order to assist the Company in meeting its financial goals. His previous agreement specified a salary of $250,000. His new two (2) year agreement specifies an annual base salary of $185,000, effective February 1, 2003 through December 31, 2003. From January 1, 2004 through February 1, 2005, his minimum annual base salary will be $200,000. Mr. Seidel receives bonuses equal to 3% of the Company's earnings before interest, taxes, depreciation and amortization as defined by generally accepted accounting principles (GAAP). Mr. Seidel may elect to receive part or his entire bonus, if any, in shares of our Common Stock valued at 90% of the then current market value. Each month that the Company is profitable on a GAAP basis, He also has the right to receive options to purchase 25,000 shares of our common stock, with a term of five years at a strike price equal to the stock's fair market value at the date of granting. These options vest over the remaining life of his contract. He continues his entitlement to reimbursement of ordinary, necessary and reasonable business expenses incurred in connection with his services. He continues his right to participate in any retirement, medical, dental, welfare and stock options plans, life and disability insurance coverage and other benefits afforded our employees. He is entitled to a $750 per month automobile allowance and $1,000 of personal allowances. He is entitled to 299% of his current base salary if he loses his position, unless he is terminated for cause. This contract supercedes the change of control agreement dated April 9, 2001. Mr. Seidel took a 15% pay cut starting April 19, 2004 until the Company shows a monthly profit of at least $50,000.
Reed Mattingly, Executive Vice President - Sales. We entered into an employment agreement with Reed Mattingly. Mr. Mattingly is currently our Executive Vice President in charge of Sales. This agreement was effective May 1, 2003, and has a term of two (2) years. Under this agreement, Mr. Mattingly is entitled to an annual base salary of $110,000 through April 30, 2004, and then $115,500 through April 30, 2005. Mr. Mattingly is entitled to bonus compensation as determined by the Company. Mr. Mattingly may elect to receive part or his entire bonus, if any, in shares of our Common Stock valued at 90% of the then current market value. Mr. Mattingly is entitled to reimbursement for ordinary, necessary and reasonable business expenses in connection with his services. He may participate in any retirement, medical, dental, welfare and stock options plans, life and disability insurance coverages and other benefits afforded our employees. He is entitled to a $700 per month automobile allowance. If we elect not to renew this agreement, then he is entitled to six (6) months severance pay at his then current base salary. During the term of his agreement and for a period of two (2) years after termination of his agreement, Mr. Mattingly is subject to a non-competition and restrictive covenant with us. This agreement supercedes the "Change of Control Agreement" dated April 9, 2001. Mr. Mattingly took a 15% pay cut starting April 19, 2004 until the Company shows a monthly profit of at least $50,000.
M. Scott Moore, Chief Financial Officer. In March 2003, we entered into an employment agreement with M. Scott Moore, our Chief Financial Officer. This agreement has a term of two (2) years, and commences on May 1, 2003. Under this agreement, Mr. Moore is entitled to an annual base salary of $135,000 through April 30, 2004, and $144,445 through April 30, 2005. Mr. Moore is entitled to bonus compensation as determined by the Company. Mr. Moore may elect to receive part or his entire bonus, if any, in shares of our Common Stock valued at 90% of the then current market value. Mr. Moore is entitled to reimbursement for ordinary, necessary and reasonable business expenses in connection with his services. He may participate in any retirement, medical, dental, welfare and stock options plans, life and disability insurance coverages and other benefits afforded our employees. He is entitled to an automobile allowance of $400 per month during the term of his agreement. Mr. Moore was issued options to purchase 50,000 shares of our Common Stock at $0.13 per share, which was the fair market value of the closing price of our shares as of the date of his agreement. These options vest in 1/3 installments over each year of employment. These options have a maximum exercise period of 5 years. All his options vest if the contract is not renewed or there is a change in control of the Company. If we elect not to renew this agreement, then he is entitled to nine (9) months severance pay at his then current base salary. Mr. Moore has agreed not to compete with us during the term of this agreement and for a period of two (2) years after termination of this agreement. This agreement supercedes the "Change of Control Agreement" dated April 9, 2001. Mr. Moore took a 15% pay cut starting April 19, 2004 until the Company shows a monthly profit of at least $50,000
David Mattingly, Chief Information Officer. We entered into an employment agreement with David Mattingly. Mr. Mattingly is currently our Chief Information Officer. This agreement was effective May 1, 2003, and has a term of two (2) years. Under this agreement, Mr. Mattingly is entitled to an annual base salary of $105,000 through April 30, 2004, and then $110,250 through April 30, 2005. Mr. Mattingly is entitled to bonus compensation as determined by the Company. Mr. Mattingly may elect to receive part or his entire bonus, if any, in shares of our Common Stock valued at 90% of the then current market value. Mr. Mattingly is entitled to reimbursement for ordinary, necessary and reasonable business expenses in connection with his services. He may participate in any retirement, medical, dental, welfare and stock options plans, life and disability insurance coverages and other benefits afforded our employees. He is entitled to a $400 per month automobile allowance. If we elect not to renew this agreement, then he is entitled to six (6) months severance pay at his then current base salary. During the term of his agreement and for a period of two (2) years after termination of his agreement, Mr. Mattingly is subject to a non-competition and restrictive covenant with us. This agreement supercedes the "Change of Control Agreement" dated April 9, 2001. Mr. Mattingly took a 15% pay cut starting April 19, 2004 until the Company shows a monthly profit of at least $50,000
Stacey Adams, Senior Vice President - Operations. We entered into an employment agreement with Stacey Adams. Ms. Adams is currently our Senior Vice President in charge of operations. This agreement was effective May 1, 2003, and has a term of two (2) years. Under this agreement, Ms. Adams is entitled to an annual base salary of $75,000 through April 30, 2004, and then $78,750 through April 30, 2005. Ms. Adams is entitled to bonus compensation as determined by the Company. Ms. Adams may elect to receive part or her entire bonus, if any, in shares of our Common Stock valued at 90% of the then current market value. Ms. Adams is entitled to reimbursement for ordinary, necessary and reasonable business expenses in connection with her services. She may participate in any retirement, medical, dental, welfare and stock options plans, life and disability insurance coverages and other benefits afforded our employees. She is entitled to a $400 per month automobile allowance. If we elect not to renew this agreement, then she is entitled to six (6) months severance pay at her then current base salary. During the term of her agreement and for a period of two (2) years after termination of her agreement, Ms. Adams is subject to a non-competition and restrictive covenant with us. This agreement supercedes the "Change of Control Agreement" dated April 9, 2001. Ms. Adams took a 15% pay cut starting April 19, 2004 until the Company shows a monthly profit of at least $50,000.
Change of Control Shares
On March 27, 2003, as part of a employee and board member retention program the Board of Directors voted to grant certain employees (Mr. Seidel is not entitled to participate in the employee retention program) a total of 2,000,000 shares of our common stock or equivalent consideration thereof and the current and future board members 1,000,000 common shares if there is a change in control of greater than 50% ownership of the Company or a sale of all or substantially all it's assets. Only those employees and board members employed or on the board at the time of the change will participate in the compensation.
Board Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors administers our Chief Executive Officer's compensation package. The committee reviews, recommends and approves changes to our compensation policies and programs, makes recommendations to the Board of Directors as to the amount and form of executive officer compensation, and administers our stock option plans.
General Compensation Philosophy. Our compensation programs are designed to directly align compensation with individual performance and stockholder value. These programs enable us to attract, retain and reward executives and employees needed to accomplish our goals. The committee believes that executive pay should be linked to our overall performance. Therefore, we provide an executive compensation program, which includes base pay, long-term incentive opportunities through the use of stock options, shares and, in some cases, cash bonuses.
Base Salary. Base salary is designed primarily to be competitive with base salary levels in effect at high technology companies that area of comparable size and with which we compete for executive personnel. Base salary is set annually based on job-related experience, individual performance and pay levels of similar positions at comparable companies. Salaries for executive officers were generally determined on an individual basis by evaluating each executive's scope of responsibility, performance, prior experience and salary history, as well as salaries for similar positions at comparable companies.
Cash Performance Awards. Management believes that cash performance awards, such as bonuses, should be tied to achievement of performance goals established by the committee. On June 2, 2003 the board approved a bonus plan based on achieve certain levels of profitability. If the management team achieves earnings per share of $0.01 to $0.10 per share then eight senior managers will split a total bonus pool ranging from $10,000 to $100,000 based on the level of profitability. The computation was tied to profitability to directly tie the employee bonuses to goals that will enhance shareholder value.
Stock Options. In order to link the interests of our stockholders and senior management, we issue stock options. We believe that the practice of granting stock options is critical to retaining and recruiting the key talent necessary at all employee levels to ensure our success. Stock options generally have value for executive officers only if the price of our Common Stock increases above the fair market value of a share of Common Stock on the grant date and the officer remains in our employ for the period required for the options granted to such person to vest.
The number of shares subject to stock options granted is within the discretion of the Compensation Committee. In determining the size of stock option grants, the Compensation Committee considers the officer's responsibilities, the expected future contribution of the officer to the Company's performance and the number of shares, which continue to be subject to vesting under outstanding options. For 2003, options were granted to the executive officers based on their positions and a subjective assessment of individual performances. Stock options typically have been granted to executive officers when the executive first joins the Company. At the discretion of the Committee, executive officers may also be granted stock options to provide greater incentives to continue their employment with the Company and to strive to increase the value of the Company's Common Stock.
Compensation for the Chief Executive Officer. Mr. Seidel's base salary for the year 2004 was determined by the employment agreement previously signed on February 1, 2003 with Mr. Seidel. The Compensation Committee believes that the employment agreement terms are in a manner consistent with the factors described above for all executive officers.
Internal Revenue Code Section 162(m) Limitation. Section 162(m) of the Internal Revenue Code imposes a limit, with certain exceptions, on the amount that a publicly held corporation may deduct in any year for the compensation paid or accrued with respect to its five most highly compensated executive officers. In general, it is the Committee's policy to qualify, to the maximum extent possible, executives' compensation for deductibility under applicable tax laws.
Stock Options
We established the 1998 Stock Option Plan (the "1998 Plan"). The 1998 Plan is intended to provide the employees and directors of the Company with an added incentive to continue their services to the Company and to induce them to exert their maximum efforts toward the Company's success. The 1998 Plan provides for the grant of options to directors and employees (including officers) of the Company to purchase up to an aggregate of twenty percent (20%) of the number of shares of Common Stock in the capital of the Company issued and outstanding from time to time less any shares of Common Stock reserved, set aside and made available pursuant to the terms of the Company's employee share purchase plan (the "Share Purchase Plan") and pursuant to any options for services rendered to the Company. The number of shares of Common Stock subject to options granted to any one person under the Plan, the Share Purchase Plan and options for services rendered to the Company may not at any time exceed five percent (5%) of the outstanding shares of Common Stock. The 1998 Plan is currently administered by the Board of Directors. The Board determines, among other things, the persons to be granted options under the 1998 Plan, the number of shares subject to each option and the option price.
The 1998 Plan allows the Company to grant Non-Qualified Stock Options ("NQSOs") not intended to qualify under Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"). The exercise price of NQSO's may not be less than the fair market value of the Common Stock on the date of grant. Options may not have a term exceeding ten years. Options are not transferable, except upon the death of the optionee.
During the fiscal year ended July 31, 2004 we issued 367,500 options to employees in accordance with the 1998 Plan. During that same time period the Company issued 367,500 options to employees in accordance with the 1998 Plan. The Board members were issued 75,000 options in accordance with the Board compensation plan and 75,000 options were issued to the President and CEO in accordance with his compensation agreement. In addition 2,020,000 options with an exercise price of $0.01 were granted to employees as a performance bonus in executing the contract with ADP claims services and 72,767 options with an exercise price of $0.01 were issued to middle management personnel as alternative compensation when salary cuts were announced. All of these options are subject to vesting and are exercised at the current market price of our stock as of the date of issuance except the penny options, which vested upon issuance below the market value of the stock.
We have the right to increase the total amount of options, which may be issued so long as total outstanding options do not exceed 15% of the number of our fully diluted outstanding shares of Common Stock. Furthermore, in lieu of paying cash bonuses, the employees may be issued shares of our Common Stock at the then fair market value in an amount not to exceed 50% of that employee's base salary. All of the options we have issued are subject to immediate vesting and are exercisable in the event of a change of control, which is defined as a sale of substantially all of our assets or a merger in which we are not the surviving entity.
As of September 30, 2004, we have issued, or reserved for issuance, 19,797,079 shares of our Common Stock relating to outstanding options and warrants which are categorized as follows:
Options issued to Directors 1,395,000 (1)
Options issued to Chief Executive Officer 1,597,500 (2)
Options issued in connection with acquisition of PEC 130,000 (3)
Options issued to Employees 3,614,937 (4)
Options issued to Consultants 56,429 (5)
Options Outstanding prior to eAutoclaims merger 4,000
Warrants relating to debentures 1,150,000 (6)
Warrants relating to private placement 9,224,428 (7)
Purchaser's Warrants 780,000 (8)
Agent's Warrants 264,385 (9)
Placement Agent warrants 1,580,400 (10) ----------
Total 19,797,079 ==========
(1) The options issued to our directors have strike prices ranging from $0.01 to $2.00 and are exercisable through April 9, 2011. See "Directors and Executive Officers-Directors Compensation".
(2) Mr. Seidel currently owns the following options with the following terms:
Strike # # of Options Price Vested Expiration Date
32,500 $2.00 32,500 04/24/05 100,000 $1.22 100,000 12/04/05 40,000 $1.01 40,000 01/10/06 40,000 $2.00 40,000 02/02/06 20,000 $1.26 20,000 03/02/06 50,000 $0.69 50,000 09/18/06 75,000 $0.55 75,000 03/27/07 40,000 $0.15 13,333 12/21/07 50,000 $0.10 25,000 04/07/08 25,000 $0.21 12,500 05/16/08 25,000 $0.39 12,500 06/15/08 25,000 $0.52 12,500 07/25/08 50,000 $0.32 25,000 08/29/08 25,000 $0.35 12,500 11/01/08 1,000,000 $0.01 1,000,000 03/10/14 --------- --------- 1,597,500 1,470,833 ========= ==========
During fiscal year ended July 31, 2004, Mr. Seidel exercised 691,504 options at a strike price of $.01. See "Executive Compensation" and "Directors and Executive Officers - Employment Contracts and Other Matters".
(3) 65,000 options immediately exercisable at $2.00 per share were issued to each of Randall K. Wright and Reed Mattingly. See "Executive Compensation - Employment Contracts and Other Matters".
(4) Represents options issued to our employees at exercise prices ranging from $0.01 to $3.38. 2,767,764 shares of these options are currently exercisable. The remaining options vest over a three-year term.
(5) 21,429 options were given to a public relations consultant with an exercise price of $0.49 per share. The other 35,000 options were given to a sales consultant with an exercise price of $0.01 per share and a term of ten years.
(6) Represents warrants issued to the agents of the debenture investors, exercisable at a price range of $0.35 to $0.63 per share, with a term of 10 years.
(7) Represents warrants issued to purchasers of commons stock with an exercise price of between $0.35 and $0.75 per share, with a term of between 3 and 5 years.
(8) Represents warrants issued to the purchasers of our Series A Preferred Stock. Of these warrants, 150,000 are exercisable at $3.00; 465,000 are exercisable at $0.70; 90,000 exercisable at $3.33; and 75,000 are exercisable at $2.60. See "Market for Common Equity and Related Stockholder Matters - Preferred Stock and Related Warrants".
(9) Represents warrants issued to Thomson Kernaghan and Greenfield Investments, as Agents, exercisable at $4.50, except for 76,220 warrants, which are exercisable at $0.70. See "Market for Common Equity and Related Stockholder Matters - Preferred Stock and Related Warrants".
(10) Represent 790,200 placement agent warrants to purchase a unit for $0.28. Each unit consists of one share of stock and one warrant to purchase another share of stock at $0.35.
The following table sets forth information with respect to our common stock that may be issued upon the exercise of outstanding options, warrants, and rights to purchase shares of our common stock as of September 30, 2004.
(1) Includes options issued to our Chairman of the Board at $.01, and options issued to employees.
(2) Includes 3,000,000 shares that may be issued in connection with a change of control,
(3) Exclude 13,003,212 warrants issued to investors in connection with capital raising transactions not approved by our stockholders.
(4) Based on a Board of Directors imposed limit of 15%, not the 20% shown in the approved plan.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCK MATTERS
The following table contains information with respect to the beneficial ownership of our Common Stock as of April 30, 2004, by:
o each person who we know beneficially owns more than 5% of our Common Stock; o each of our directors and each individual who serve as our named executive officers individually; and o all of our directors and executive officers as a group.
Name and Address of Amount and Nature of Beneficial Owner (1) Beneficial Ownership Percentage(2)(16) - -------------------- --------------------- -----------------
Eric Seidel (3) 2,255,925 6.12% Reed Mattingly (5) 538,497 1,51% Scott Moore (4) 489,750 1.37% Dave Mattingly (6) 274,537 0.77% Stacey Adams (7) 225,802 0.63% Jeffrey D. Dickson (8) 1,003,550 2.76% Nicholas D. Trbovich, Jr. (9) 406,294 1.14% Christopher Korge (10) 3,784,831 10.12.% Canadian Advantage Limited Partnership 2,991,504 8.46% (11) 1,137,330 3.22% Advantage (Bermuda) Fund, Ltd. (12) 5,192,858 13.68% Kinderhook Partners, LP (13) 1,315,680 6.65% Entrade, Inc. (14)
Directors and officers 8,979,186 21.75% as a group (8 persons) (15)
(1) Unless otherwise noted, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them. Unless otherwise noted, each such person is deemed to be the beneficial owner of shares of Common Stock held by such person on September 30, 2004, and any shares of Common Stock which such person has the right to acquire pursuant to securities exercisable or exchangeable for, or convertible into, Common Stock, within 60 days from such date. The address of each beneficial owner is in care of the Company, 110 East Douglas Rd, Oldsmar, Florida 34677.
(2) Based on 35,364,635 shares of Common Stock outstanding at the close of business on September 30, 2004. Excludes: (i) 10,283,417 shares currently issuable pursuant to outstanding options issued under Stock Option Plan; (ii ) shares issuable upon exercise of other outstanding warrants; and (iii) shares of our Common Stock issuable upon conversion of our Series A Preferred Stock and outstanding convertible notes. . This amount excludes shares of our Common Stock underlying the conversion rights of our Series A Preferred Stock and excludes 7,054,352 shares reserved for outstanding options and warrants. 1,000,000 warrants issued to Mr. Korge were included (see note 10 below).
(3) 400,000 shares of our Common Stock were issued to Mr. Seidel as founder shares. He acquired 12,341 in open market purchases and exercised 777,504 of options granted to him by the company. He subsequently gave up 104,753 in a divorce and sold another 300,000 shares. This amount also includes vested options to acquire 1,000,000 Common Shares at an exercise price of $.01 and options to acquire 470,833 Common Shares at exercise prices between $0.10 and $2.00. This amount excludes options, which are not vested over the next 60 days, to acquire 126,667 Common Shares at an exercise price of between $0.10 to $0.52 , which vest through February 1, 2005. See "Executive Compensation - Employment Contracts and Other Matters".
(4) Mr. Reed Mattingly's ownership consists of (i) 64,000 of our common shares issued to him in connection with the Premier Express Claims, Inc. merger, (ii) the issuance of 125,701 shares in satisfaction of a promissory note plus interest related to the Premier Express Claims, Inc. merger, (iii) the exercise of options to acquire 65,463 shares at an exercise price of $0.01 (iv) The sale of 100,000 shares, (v) options to acquire 200,000 common shares at an exercise price of $.01 and (vi) options to acquire up to 183,333 shares at exercise prices between $0.15 to $2.00. This amount excludes unvested options to acquire up to 36,667 common shares at exercise prices of $0.15 to $0.69, which vest through December 21, 2005. See "Executive Compensation".
(5) Mr. Moore's ownership represents (i) 1,500 common shares acquired in open market purchase, (ii) 81,250 common shares acquired through exercising options at $.01 per share, and (iii) options to acquire 150,000 common shares at an exercise price of $.01, and (iv) vested options to acquire up to 257,000 common shares at an exercise price between $0.13 and $2.69. This amount excludes unvested options for 70,000 common shares at exercise prices between $0.13 and $0.55, which vest through April 25, 2006. See "Executive Compensation - Employment Contracts and Other Matters".
(6) Mr. Dave Mattingly's ownership consists of (i) 25,000 of our common shares issued to him when he exercised his options at $.01 per share, (ii) 1,500 shares that he purchased on the open market, (iii) the exercise of options to acquire 16,204 shares at an exercise price of $.01 (iv) The sale of 26,500 shares (v) options to acquire 150,000 common shares at an exercise price of $.01, (iv) options to acquire up to 108,333 shares at exercise prices between $0.15 and $3.38. This amount excludes unvested options to acquire up to 36,667 common shares at exercise prices of $0.15 to $0.55, which vest through December 21, 2005. See "Executive Compensation".
(7) Ms. Adams' ownership consists of (i) 5,000 of our common shares issued to her when she exercised her options at $.01 per share, (ii) options to acquire 160,802 common shares at an exercise price of $.01, (iii) options to acquire up to 60,000 shares at exercise prices between $0.15 and $3.00. This amount excludes unvested options to acquire up to 25,000 common shares at exercise prices of $0.15 to $0.55, which vest through December 21, 2005. See "Executive Compensation".
(8) Includes 10,000 shares of our Common Stock issued to Mr. Dickson as founder shares and 18,550 shares acquired in the open market. Also includes options to acquire up to 900,000 shares of our Common Stock at $0.01 and 75,000 shares at a price between $0.90 and $2.00. See Directors and Executive Officers - Director Compensation".
(9) Mr. Trbovich, Jr.'s ownership consists of (i) 234,214 shares issued to him for his service on the board, (ii) 2,080 shares that he purchased on the open market, (iii) 10,000 shares owned by Mr. Trbovich's wife, of which he disclaims beneficial ownership, and (iv) options to acquire up to 160,000 shares at exercise prices between $0.13 and $1.91. This amount excludes unvested options to acquire up to 50,000 common shares at exercise prices of $0.32 to $0.38, which vest through April 30, 2005. See Directors and Executive Officers - Director Compensation".
(10) Mr. Korge's ownership consists of (i) 488,090 common shares relating to the conversion of $300,000 of our convertible debentures, which matured on September 30, 2001 at a conversion price of $0.63, (ii) 228,500 shares issued to him for his service on the board, (iii) 15,000 shares that he purchased on the open market, (iv) 107,527 shares purchased from the Company in August 2003, (v) warrants to acquire up to 1,000,000 shares of our Common Stock at a conversion price of $0.35 in connection with the issuance of our convertible debentures in 2001, (vi) warrants to acquire up to 892,857 shares of our Common Stock at a conversion price of $0.35 in connection with the issuance of our convertible debentures in 2004 (vii) 892,857 shares assume to have been converted as a result of the convertible debentures purchased on 4/23/04, and (viii) options to acquire 160,000 shares at exercise prices between $0.13 and $1.91 for services as a director. This amount excludes unvested options to acquire up to 50,000 common shares at exercise prices of $0.13 to $0.38, which vest through April 30, 2005. See Directors and Executive Officers - Director Compensation".
(11) Represents shares received upon the conversion of preferred shares in March 2002 as reported on a Schedule 13D on or about March 26, 2002. John Pennington has investment decision-making authority for this entity. Excludes warrants to acquire up to 403,165 shares of our Common Stock issued as Purchaser and Agent Warrants in connection with the issuance of our Series A. Preferred Stock.
(12) Represents shares received upon the conversion of preferred shares in March 2002 as reported on a Schedule 13D on or about March 26, 2002. John Pennington has investment decision-making authority for this entity. Excludes warrants to acquire up to 503,165 shares of our Common Stock issued as Purchaser and Agent Warrants in connection with the issuance of our Series A Preferred Stock.
(13) Represents 2,596,429 shares and 2,596,429 warrants purchased in a private placement in the spring of 2004. Warrants have a three year term and a strike price of $0.35.
(14) Represents shares acquired privately in December 2001 as reported on a Schedule 13G filed on or about December 13, 2001.
(15) Includes outstanding options and warrants to acquire up to 6,983,968 shares of our Common Stock issued to our officers and directors, which are currently exercisable.
(16) Excludes warrants to acquire 541,220 shares of our Common Stock issuable as Purchaser and Agent Warrants and excludes shares of our Common Stock currently held or relating to the conversion of our Series A Preferred Stock owned by Governor's Road, LLC. David Sims as the director of Navigator Management, which is the general partner of this fund, is the natural person who controls and has investment making decision authority over our securities owned by Governors Road, LLC and its affiliates. Mr. Sims disclaims beneficial ownership of all of these shares. Each of these entities has entered into an agreement which provides that such entity will not acquire any additional shares of our Common Stock in the open market or, convert our Series A Preferred Stock into the Common Stock or exercise warrants if the effect of such a purchase, exercise or conversion would be to increase such entity's equity ownership position above 4.9%. Accordingly, because it is not anticipated that any of these entities will acquire beneficial ownership within the next 60 days of shares of our Common Stock underlying warrants or conversion privileges of our Series A Preferred Stock such amounts are excluded from the above tables.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As a result of the eAutoclaims (Del.) merger, we assumed obligations under a Consulting Agreement with Jeffrey D. Dickson. This agreement was effective December 1, 1999 and is renewable on an annual basis. Mr. Dickson agreed to provide Mr. Seidel, our Chief Executive Officer, day-to-day advisory services concerning management, capitalization, corporate structure, organizational, industrial and regulatory issues. In addition, Mr. Dickson agreed to serve as our Chairman of the Board of Directors, as well as Chairman of our Audit and Compensation Committees.
In consideration for these consulting services Mr. Dickson is entitled to an annual consulting fee of $121,000, payable every two (2) weeks. In addition, Mr. Dickson was entitled to a non-interest bearing $126,500 line of credit that was originally established in fiscal year 2000. No borrowings were made subsequent to September 2002 or will be made in the future under this line of credit. As of July 31, 2004, $42,431 is still outstanding under this arrangement, after $36,000 of service credits as described below. Mr. Dickson is spending a substantial amount of his time dealing with administrative matters, investor relations and public relations. This frees up Mr. Seidel's time to focus on sales and marketing. The Company and Mr. Dickson have agreed that $3,000 per month of his consulting fee will be withheld by the Company and used to reduce the outstanding balance under the line of credit. .
We have entered into employment agreements with all of our senior management. For description of these employment agreements and related rights to our stock options, see "Executive Compensation - Employment Contracts and Other Arrangements."
In fiscal year ended 2004, 2003 and 2002, we issued 228,498, 412,521 and 234,277 shares, respectively, of our Common Stock to Michael T. Cronin, Esq., who is a partner in the law firm which serves as our corporate and securities counsel, in consideration for $80,584, $118,525 and $105,040 of his services charged. All other charges incurred by us for other employees of his firm are paid in cash. As of July 31, 2004, all these common shares have been earned.
In connection with the issuance of shares of our Common Stock in August 2003, Christopher Korge, one of our directors acquired 107,527 shares at a fixed price of $.279 per share. In addition, the brother-in-law of Mr. Seidel, our CEO, acquired 35,842 shares at a fixed price of $.279.
On April 23, 2004 the Company received $250,000 from Mr. Korge in exchange for 8% convertible debentures due and payable on October 14, 2004 unless converted. The debentures were convertible into common stock at $0.28 per share. The Company also issued 892,857 three-year warrants with a strike price of $0.35 per share. The Company also adjusted the strike price on 1,000,000 warrants that the investor owned prior to this investment from $0.63 to $0.35 per share. The Company agreed to register the shares underlying the warrants and the convertible debenture. The investor also has anti-dilution rights on the warrants and conversion price of the debentures, in case other securities are issued with a lower sales price or strike price per share prior to the maturity date of the debentures. On June 24, 2004, Mr. Korge elected to exchange the convertible debentures and the 892,857 warrants received from his investment for 892,857 units. Each unit consists of one share of stock and one warrant, with a three-year term and a strike price of $0.35 per share.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND EXPENSES
Compensation of Auditors
Audit Fees. Goldstein Golub Kessler LLP billed the Company an aggregate of $92,395 in fees and expenses for professional services rendered in connection with the audit of the Company's financial statements for the fiscal year ended July 31, 2003 and the reviews of the financial statements included in each of the Company's Quarterly Reports on Form 10-Q during the fiscal year ended July 31, 2004.
Financial Information Systems Design and Implementation Fees. Goldstein Golub Kessler LLP did not provide the Company any professional services for financial information systems design or implementation for the fiscal year ended July 31, 2004.
All Other Fees. Goldstein Golub Kessler LLP billed the Company an aggregate of $25,624 in fees and expenses during the year ended July 31, 2004, primarily for the following professional services:
Audit related services $ 25,624 (1) Taxes $ 2,500
(1) Audit related services include the review of Form S-1 related to the Company's registration statement and related offerings and accounting advice.
ITEM 15.
ITEM 15. EXHIBITS, LISTS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibits are amended/restated in their entirety to reflect our merger with eAutoclaims.
Exh No. Description 1.1 [Reserved] 1.2 [Reserved] 3.1 Articles of Incorporation of Samuel Hamann Graphix, Inc. (Nevada) as amended (1) 3.2 Articles of Merger between Samuel Hamann Graphix, Inc. (Nevada) and Samuel Hamann Graphix, Inc. (California) (1) 3.3 By-laws of Transformation Processing Inc. (Nevada).(1) 3.4 Articles of Merger between of TPI (Ontario) and TPI (Nevada) (1) 3.5 Agreement and Plan of Merger by and between Transformation Processing, Inc. and eAutoclaims.com, Inc., dated April 26, 2000 (3) 3.6 Articles of Merger of eAutoclaims.com, Inc., a Delaware corporation with and into Transformation Processing, Inc., a Nevada corporation (5) 3.7 Agreement and Plan of Merger by and among eAutoclaims.com, Inc., a Nevada corporation, eAutoclaims.com Acquisition, a South Carolina corporation, Premier Express Claims, Inc., a South Carolina corporation, and its stockholders, dated June 8, 2000 (2) 3.8 First Amendment to Agreement and Plan of Merger with Premier Claims, Inc. dated June 27, 2000 (2) 3.9 Articles of Merger or Share Exchange between Premier Express, Inc., as the surviving corporation and eAutoclaims.com Acquisition Corporation, filed July 20, 2000 with the Secretary of State of South Carolina (5) 3.10 Promissory Note dated June 27, 2000 between eAutoclaims.com, Inc. and Randal K. Wright and S.Reed Mattingly (2) 3.11 Promissory Note dated June 16, 2000 between eAutoclaims.com, Inc. and Randal K. Wright (2) 3.12 Promissory Note dated June 16, 2000 between eAutoclaims.com, Inc. and S. Reed Mattingly. (2) 3.13 Articles of Amendment to Articles of Incorporation increasing number of authorized shares from 50 million to 100 million and name modification.* 4.1 Specimen of Common Stock Certificate (1) 4.2 [Reserved] 4.3 [Reserved] 4.4 The Registrants 1998 Stock Option Plan (4) 4.5 [Reserved] 4.6 Form of Stock Option Agreement to Employees(6) 4.7 Form of Directors Stock Option Agreement(6) 4.8 Form of Non-Qualified Stock Option Agreement(6) 5.1 [Reserved] 10.1 Employment Agreement between eAutoclaims.com, Inc. and Eric Seidel dated February 1, 2000 (5)(8) 10.2 Employment Agreement between eAutoclaims.com, Inc. and Randal K. Wright dated July 1, 2000 (2)(9) 10.3 Employment Agreement between eAutoclaims.com, Inc. and S. Reed Mattingly dated July 1, 2000 (2)(8) 10.4 Employment Agreement between eAutoclaims.com, Inc. and M. Scott Moore dated August 14, 2000 (5)(9) 10.5 Employment Agreement between eAutoclaims.com, Inc. and Gaver Powers dated April 13, 2000 (5) 10.6 Consulting Agreement between eAutoclaims.com, Inc. and Jeffrey D. Dickson dated December 1, 1999 (5) 10.7 Consulting Agreement between eAutoclaims.com, Inc. and Liviakis Financial Communications, Inc. dated February 1, 2000 (5)(9) 10.8 Amendment No. 1 to Consulting Agreement between eAutoclaims.com, Inc. and Liviakis Financial Communications, Inc. dated September 18, 2000 (5)(9) 10.9 Lease Agreement between eAutoclaims.com, Inc. and KWPH, Inc., dated October 17, 2000 (5)(9) 10.10 Service Agreement between eAutoclaims.com, Inc. and WE Securities, Inc. dated August 8, 2000 (5)(9) 10.11 Business Consulting Agreement between eAutoclaims.com, Inc. and TTG LLC dated September 8, 2000 (5)(9) 10.12 Commercial lease dated October 12, 1998 between Premier Express Claims, Inc. and Stephenson Park Associates Limited (5)(9) 10.13 [Reserved] 10.14 Certificate of Full Performance of Proposal - Form 46 filed by BDO Dunwoody Limited - Trustee dated May 8, 2000 (5)
10.15 Order of the Superior Court of Justice in the Matter of the Proposal of Transformation Processing, Inc. dated November 25, 1999 (5) 10.16 Proposal of Transformation Processing, Inc. - Court File No. 32-107046 filed in the Superior Court of Justice dated October 14, 1999. (5) 10.17 Share Exchange Agreement between Transformation Processing, Inc. and certain of its securities holders dated April 30, 2000 (5) 10.18 [Reserved] 10.19 Securities Purchase Agreement effective June 27, 2000 between Thomson Kernaghan, as Agent and eAutoclaims.com, Inc. (5) 10.20 Certificate of Rights, Designations, Preferences and Limitations of Series A Convertible Preferred Stock (5) 10.21 Security Agreement between Thomson Kernaghan, as Agent and eAutoclaims.com, Inc. (5) 10.22 Form of Purchasers Warrant (5) 10.23 Form of Agents Warrant (5) 10.24 Registration Rights Agreement (5) 10.25 eAutoclaims.com, Inc. Agreement with Certain Securities Holders effective May 31, 2000 (5) 10.26 eAutoclaims.com, Inc. Agreement with Sovereign Partners, Ltd. effective May 31, 2000 (5) 10.27 eAutoclaims.com, Inc. Agreement with Dominium Capital Fund (5) 10.28 Form of Master Modification Agreement with Certain Security Holders dated January 12, 2001(6) 10.29 Restated master Modification Agreement dated May 2001 10.30 Modification agreement dated November 2001 superceding the original Modification Agreement dated January 12, 2001 and the Restated Modification Agreement dated May 2001 10.31 Form of Bricks to Clicks Service and License Agreement (6) 10.32 Form of Collision Repair Facility Agreement and Procedures (6) 10.33 Form of Change of Control and Termination Agreement (6) 10.34 Form of Officers/Directors Indemnification Agreement (6) 10.35 Bricks to Clicks Service and Licensing Agreement with Inspire Claims Management, Inc., dated November 1, 2000(6)(9) 10.36 Lease Agreement for 110 East Douglas Road dated September 2001 (6) 10.37 Form of Employee Confidentiality Agreement (6) 10.38 Letter Agreement with Liviakis Financial Communications, Inc. (6) 10.39 Letter Agreement with Former Liviakis Financial Communications, Inc. Employees (6) 10.40 Claims Management Services and License Agreement with Royal Indemnity Company, dated April 24, 2001(6) 10.41 Amended and Restated Employment Agreement with Eric Seidel effective May 21, 2001 (6)(8) 10.42 Form of Amendment to Certificate of Designation, Rights and Preferences of Series A Preferred Stock effective May 21, 2002 (7)* 10.43 Agreement between Parts.com, Inc. and the Registrant effective May 1, 2001(6) 10.44 Form of Convertible Debenture (6) 10.45 Form of Warrants issued in connection with Convertible Debentures (6) 10.46 Form of Subscription Agreement for purchasers of Convertible Debentures (6) 10.47 Amended and Restated Employment Agreement with Eric Seidel, dated March 27, 2003* 10.48 Employment Agreement with Scott Moore, effective April 25, 2003* (8) 10.49 Employment Agreement with Reed Mattingly, effective May 1, 2003* (8) 10.50 Employment Agreement with Dave Mattingly, effective May 1, 2003* (8) 10.51 Employment Agreement with Stacy Adams, effective May 1, 2003* (8) 10.52 Agreement by and between eAutoclaims.com, Inc. and Governor's Road, LLC, effective October 23, 2003 (11) 10.53 Form of Amendment to Certificate of Rights, Designation and Preferences of Series A Preferred Stock, filed with the Nevada Secretary of State on November 20, 2003 (11) 10.54 Letter Agreement with Noble International Investments, Inc., dated April 22, 2004 (11) 10.55 Registration Rights Agreement relating to April/May 2004 Unit Offering (11) 10.56 Form of Common Stock Purchase Warrant relating to April/May 2004 Unit Offering (11) 10.57 Form of $250,000 Convertible Note and Related Matters with Christopher Korge, dated May ----, 2004 (11) 10.58 Form of Common Stock Purchase Warrant issued to Christopher Korge dated May----, 2004 (11) 10.59 Agreement with ADP Claims Solution Group, Inc. dated March 9, 2004 (11) 31 Certificates of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) 32 Certificate pursuant to Section 1350 pursuant to Section 906 of Sarbanes-Oxley Note of 2002. 99.1 Code of Ethics
(1) Incorporated by reference from the Registrant's Form 10-SB filed on March 12, 1998 and amended on August 31, 1998 and October 22, 1998 (2) Incorporated by reference from the Registrant's Form 8-K filed on July 25, 2000 (3) Incorporated by reference from the Registrant's Form 10-KSB for fiscal year ended July 31, 1999 (4) Incorporated by reference from the Registrant's Form 10-KSB for fiscal year ended July 31, 1998 (5) Incorporated by reference from the Registrant's Form 10-KSB for fiscal year ended July 31, 2000 (6) Incorporated by reference from the Registrant's Form 10-KSB for fiscal year ended July 31, 2001 (7) Incorporated by reference from the Registrant's Form 10-KSB for fiscal year ended July 31, 2002 (8) Incorporated by reference from the Registrant's Form 10-KSB for fiscal year ended July 31, 2003 (9) This Employment Agreement has been superseded by a new employment agreement filed herewith. See (10) (10) Terminated, no longer in effect (11) Incorporated by reference from the Registrant's Form S-1 Registration Statement File No. 333-115705 * Filed herewith
(b) Reports on Form 8-K
Item 5/Item 9. Regarding commitments for a private placement of $1,000,000, dated August 8, 2004. Item 5/Item 9 Royal Sun Alliance sells a portion of business serviced by eAutoclaims, dated October 9, 2003. Item 5/Item 9 Restructuring of outstanding convertible preferred stock, dated November 17,2003. Item 5/Item 9 ADP Claims Services Group Joint Marketing Agreement, date March 10, 2004. Item 9 Guidance on Fiscal Year 2005, dated March 18, 2004. Item 5/Item 9 Closing of $1.6 million of Financing, dated April 23, 2004. Item 5/Item 9 Closing of $2.5 million of financing (including the $1.6 million), dated May 21, 2004.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Oldsmar, State of Florida, on the 9th day of November 2004.
eAUTOCLAIMS.COM.INC.
BY: /s/ Eric Seidel -------------------------------------------- Eric Seidel President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
NAME TITLE DATE
/s/Eric Seidel President, Chief Executive November 9, 2004 - ---------------------------- Officer and Director Eric Seidel
/s/Scott Moore Chief Financial and November 9, 2004 - ---------------------------- Accounting Officer Scott Moore
/s/Jeffrey D. Dickson Chairman November 9, 2004 - ---------------------------- Jeffrey D. Dickson
/s/Nicholas D. Trbovich, Jr. Director November 9, 2004 - ----------------------------
Nicholas D. Trbovich, Jr.
/s/Christopher Korge Director November 10, 2004 - ----------------------------- Christopher Korge
EXHIBIT 31 CERTIFICATIONS
I certify that:
1. I reviewed this annual report on Form 10-K;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all materials respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Ac Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions);
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 9, 2004 /s/ Eric Seidel - ------------------------------- ----------------------------------- President and C.E.O.
Date: November 9, 2004 /s/ Scott Moore - ------------------------------- ----------------------------------- Chief Financial Officer
EXHIBIT 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of eAutoclaims-, Inc. (the "Company"), on Form 10-K of the year ended July 31, 2004, we hereby certify solely for the purpose of complying with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. The annual report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the annual report fairly presents, in all materials respects, the financial condition and results of operations of the Company.
Date: November 9, 2004
/s/ Eric Seidel --------------------------------------- Print Name: Eric Seidel Title: Chief Executive Officer
/s/ Scott Moore --------------------------------------- Print Name: Scott Moore Title: Chief Financial Officer
EAUTOCLAIMS, INC.
FINANCIAL STATEMENTS
JULY 31, 2004
Page ----
Report of Independent Registered Public Accounting Firm F - 2
Financial Statements:
Balance Sheets F - 3 Statements of Operations F - 4 Statements of Stockholders' Equity (Deficiency) F - 5 Statements of Cash Flows F - 6 Notes to Financial Statements -
Report of Independent Registered Public Accounting Firm on Financial Statement Schedule Schedule II - Valuation and Qualifying Accounts
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors eAutoclaims.com, Inc.
We have audited the accompanying balance sheets of eAutoclaims, Inc. as of July 31, 2004 and 2003 and the related statements of operations, stockholders' equity (deficiency), and cash flows for each of the three years in the period ended July 31, 2004. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 financial position of eAutoclaims, Inc. as of July 31, 2004 and 2003 and the results of its operation and its cash flows for each of the three years in the period ended July 31, 2004, in conformity with United States generally accepted accounting principles.
GOLDSTEIN GOLUB KESSLER LLP New York, New York
September 24, 2004
See Notes to Financial Statements
See Notes to Financial Statements
EAUTOCLAIMS, INC.
NOTES TO FINANCIAL STATEMENTS
1. THE BUSINESS AND BASIS OF PRESENTATION
eAutoclaims.com, Inc. changed its name to eAutoclaims, Inc. (the "Company") as of July 29, 2004. The Company is a Nevada corporation which provides Internet based vehicle collision claims services for insurance companies, Managing General Agents (MGA) and third party claims administrators (TPA) and self-insured automobile fleet management companies. The Company accepts assignment of claims from customers, and provides vehicle repairs through a network of repair shops. The Company also handles estimate, audit and claims administration services for claims for which the Company does not perform the repair.
The Company uses the Internet to streamline and lower the overall costs of automobile repairs and the claims adjustment expenses of its clients. Management believes that the proprietary web-based software products and services make the management of collision repairs more efficient by controlling the cost of the repair and by facilitating the gathering and distribution of information required in the automobile repair process.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
As shown in the financial statements, the Company has suffered recurring losses from operations, has a stockholders' deficiency and a working capital deficiency. The Company has been able to raise additional funds from debt and equity offerings and management believes it can continue to do so in the future. During the year ending July 31, 2004, the Company entered into new agreements and alliances, which should provide the Company with increased revenue. In addition, the Company has secured a noncancellable line of equity from a shareholder in the amount of $2,000,000.
The accompanying financial statements include the accounts of the Company and SalvageConnection.com, Inc. ("Salvage), which was merged into the Company in January 2004. All intra-company accounts and transactions have been eliminated.
The Company maintains cash in bank deposit accounts that, at times, exceed federally insured limits. The Company has not experienced any losses on these accounts.
The Company derives revenue primarily from collision repairs, glass repairs and fleet repairs. Revenue is recognized when an agreement between the Company and its customer exists, the repair services have been completed, the Company's revenue is fixed and determinable and collection is reasonably assured.
The Company records revenue gross when the Company is the primary obligor in its arrangements, the Company has latitude in establishing price, the Company controls what services are provided and where the services will take place, the Company has discretion in supplier selection, the Company is involved in the determination of product or service specifications and the Company has credit risk. The Company records revenue net when situations occur whereby the supplier (not the Company) is the primary obligor in an arrangement, the amount the Company earns is fixed or the supplier (and not the Company) has credit risk.
EAUTOCLAIMS, INC.
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The Company derives revenue from the sale of estimating software to shops within the Company's repair shop network. Since the Company only resells and does not service the estimating software, the revenue and cost of revenue from the transaction is recognized on the date of shipment.
Accounts receivable are reported at their outstanding unpaid principal balances reduced by an allowance for doubtful accounts. The Company estimates doubtful accounts based on historical bad debts, factors related to specific customer's ability to pay and current economic trends. The Company writes off accounts receivable against the allowance when a balance is determined to be uncollectible.
Property and equipment are stated at cost. Additions and improvements to property and equipment are capitalized. Maintenance and repairs are expensed as incurred. When property is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Depreciation is computed on the straight-line method over the estimated useful lives of the assets.
The Company identifies and records impairment on long-lived assets, including goodwill, when events and circumstances indicate that such assets have been impaired. The Company periodically evaluates the recoverability of its long-lived assets based on expected undiscounted cash flows, and recognizes impairment, if any, based on expected discounted cash flows. At July 31, 2004, no such impairment existed.
Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective income tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock- Based Compensation Transition and Disclosure-an amendment of FASB Statement No. 123." SFAS No. 148 amends FASB Statement No. 123, "Accounting for Stock-Based Compensation, "to provide alternative methods of transition for an entity that chooses to change to the fair-value-based method of accounting for stock-based employee compensation. It also amends the disclosure provisions of that statement to require prominent disclosure about the effects that accounting for stock-based employee
EAUTOCLAIMS, INC.
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
compensation using the fair-value-based method would have on reported net income and earnings per share. Certain of the disclosure requirements are required for all companies, regardless of whether the fair value method or intrinsic value method is used to account for stock-based compensation arrangements. The amendment to SFAS No. 123 are effective for financial statements for fiscal years ended after December 15, 2002 and for interim periods beginning after December 15, 2002.
The Company accounts for its employee incentive stock option plans using the intrinsic value method in accordance with the recognition and measurement principles of Accounting Principals Board Opinion No 25, "Accounting for Stock Issued to Employees," as permitted by SFAS No. 123. Had the Company determined compensation expense based on the fair value at the grant dates for those awards consistent with the method of SFAS 123, the Company's net loss per share would have been increased to the following pro forma amounts:
Year Ended July 31, 2004 2003 2002 --------- --------- -------
Net loss as reported $(2,210,775) $(1,184,253) $(4,210,954) Add back intrinsic value of the options issued to employees and charged to operations 868,756 82,509 Deduct total stock based employee compensation expense determined under fair value based methods for all awards (905,006) (607,267) (1,034,192) -------------------------------------- Pro forma net ($2,247,025) $(1,791,520) $(5,162,637) =====================================
Basic and diluted net loss per share as reported $(.09) $(.06) $(.32) Pro forma basic and diluted loss per share $(.09) $(.09) $(.39)
The fair value for these options was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions for the years ended July 31, 2004, 2003 and 2002. The assumed risk-free interest rate was 4.68%, 6.50% and 6.50%, respectively, and the assumed market volatility of the of the Company's common stock was 170%, 200% and 200%, respectively. The assumed dividend yield was 0% and an expected option life was five years for all three years presented.
The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion the existing
EAUTOCLAIMS, INC.
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
models do not necessarily provide a reliable single measure of the fair value of its employee stock options.
Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
In accordance with Emerging Issues Task Force No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or In Conjunction with Selling, Goods or Services, the Company measures the fair value of the equity instruments using the stock price and other measurement assumptions as of the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or the date at which the counterparty's performance is complete.
The costs of software developed for internal use, including web site development costs, incurred during the preliminary project stage are expensed as incurred. Direct costs incurred during the application development stage are capitalized. Costs incurred during the post implementation/operation stage are expensed as incurred. Capitalized software development costs are amortized on a straight-line basis over their estimated useful lives.
The carrying value of cash, accounts payable, and accrued expenses are reasonable estimates of their fair value because of short-term maturity. The fair value of the loans payable and convertible debentures approximates their principle amounts.
The Company believes that the concentration of credit risk in its trade receivables, with respect to its limited customer base, is substantially mitigated by its credit evaluation process. The Company does not require collateral.
3. PER SHARE CALCULATIONS
Basic loss per share is computed as net loss available to common stockholders' divided by the weighted- average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur from common shares issuable through stock-based compensation including stock options, restricted stock awards, warrants and convertible securities. As of July 31, 2004, 2003 and 2002, 19,909,078, 7,112,536 and 7,704,784 options and warrants, respectively, were excluded from the diluted loss per share computation, as their effect would be antidilutive. Additionally, as of July 31, 2004, 2003 and 2002, 6,075,269, 5,363,463 and 6,077,098 of shares respectively, that would be issuable upon conversion of convertible securities plus accrued interest were excluded from the dilutive loss per share computation, as their effect would be antidilutive.
EAUTOCLAIMS, INC.
NOTES TO FINANCIAL STATEMENTS
4. PROPERTY AND EQUIPMENT
At July 31, 2004 property and equipment, at cost, consists of the following:
Estimated 2004 2003 Useful Life ----------------------------------------------------------------------------
Computer Equipment $719,266 $644,702 3 years Software 977,608 868,189 3 years Office equipment 367,026 231,606 3 to 10 years Leasehold improvements 247,550 231,883 Term of Lease Furniture and fixtures 88,421 91,872 7 to 10 years ---------------------------------------------------------------------------- 2,399,871 2,068,252 Less accumulated depreciation 1,326,462 1,034,701 ---------------------------------------------------------------------------- $1,073,409 $1,033,551 ============================================================================
Office equipment and software include amounts acquired under capital leases of approximately $276,000 and $147,000 at July 31, 2004 and 2003 respectively, with related accumulated depreciation of approximately $22,000 for each year.
5. GOODWILL AND INTANGIBLE ASSETS
In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.'s 141 and 142, "Business Combinations" and "Goodwill and Other Intangibles." SFAS 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method. SFAS 142 addresses the accounting for goodwill and intangible assets subsequent to their acquisition. The provisions for SFAS 142 were effective for fiscal years beginning after December 15, 2001. The Company has adopted SFAS 142 as of August 1, 2002; SFAS 142 eliminates the amortization of goodwill and certain other intangible assets. It also requires the Company to complete a test for impairment of these assets annually, as well as a transitional goodwill impairment test within six months from the date of adoption. SFAS 142 also requires disclosure of what net loss would have been in all periods presented had SFAS 142 been in effect.
EAUTOCLAIMS, INC.
NOTES TO FINANCIAL STATEMENTS
5. GOODWILL AND INTANGIBLE ASSETS (Continued)
The following table is provided to disclose what net loss would have been had SFAS 142 been adopted in prior periods:
Year Ended July 31,
2004 2003 2002 - ----------------------------------------------------------------------------- Net loss $(2,210,775) $(1,184,253) $(4,210,954) Add back: goodwill amortization 218,772 - -----------------------------------------------------------------------------
Adjusted net income loss $(2,221,775) $(1,184,253) $(3,992,182) =============================================================================
6. ACCOUNTS PAYABLE, ADVANCED PAYMENTS AND ACCRUED EXPENSES
Accounts payable, advanced payments and accrued expenses consist of the following:
July 31 2004 2003 ========================================================================
Advanced payments from customers $ 2,658,295 $ 2,907,741 Accounts payable to repair facilities and other vendors $ 1,057,093 $ 2,601,824 Accrued payroll and vacation wages 149,846 128,101 Accrued dividends 268,768 244,902 Other accrued liabilities (none in excess of 5% of current liabilities) 244,856 376,755 ------------------------------------------------------------------------ $ 4,378,858 $ 6,259,323 ========================================================================
7. LOAN PAYABLE - STOCKHOLDER
As of July 31, 2004 the Company had one loan outstanding to a stockholder totaling $36,866. The loan bears interest at the rate of 12% per annum and is being paid over 18 months with principal and interest payments of $7,582 per month through December of 2004. The fair value of the loan approximates its carrying amount based on rates available to the Company for similar loans. Interest expense amounted to approximately $10,000 and $14,000 for the years ended July 2004 and 2003 respectively.
EAUTOCLAIMS, INC.
NOTES TO FINANCIAL STATEMENTS
8. CONVERTIBLE NOTE AND DEBENTURES
In July of 2003 the Company entered into a $300,000, 8% convertible note payable with a term of 1 year. This note is convertible at the discretion of the creditor at a fixed rate of $0.279 per share. The interest can be paid in either cash or common shares at the Company's discretion at the end of the loan. In July 2003, The Company recorded a discount to the note payable of $140,860 representing the beneficial conversion feature of the debentures. The discount was amortized to interest expense over the one-year term of the note.
On July 21, 2004, the debtor extended the term of the 8% note to mature in August of 2005. No discount to the note payable was recorded in July of 2004 because the market price of the stock was materially the same as the $0.279 conversion rate in the extension. On August 24, 2004, the debtor converted $25,000 of the debt into common stock (see Subsequent Events). In the event that the average closing price for the Company's common stock for the last ten trading days of any month is $0.50 or greater, the Company has the right to require mandatory conversion of $25,000 of the principal amount of the note into shares of the Company's common stock. Interest expense relating to these debentures amounted to approximately $22,000 and $2,000 for the years ended July 31, 2004 and 2003 respectively.
On April 23, 2004 the Company received $250,000 from a member of the Board of Directors in exchange for 8% convertible debentures due and payable on October 14, 2004 unless converted. The debentures are convertible into common stock at $0.28 per share. The Company also issued 892,857 three-year warrants with a strike price of $0.35 per share. The Company also adjusted the strike price on 1,000,000 warrants that the investor owned prior to this investment from $0.63 to $0.35 per share. The initial value assigned to the warrants of $89,286, plus the value assigned to the debentures' beneficial conversion feature of another $89,286 for a total of $178,572, was recorded as a discount to the debenture and was to be accreted to interest expense over the term of the debenture. In June of 2004 the Director converted his debentures into 892,857 shares of the Company's common stock, and the discount was expensed on the date of the conversion.
During the months June and July 2001 the Company issued $650,000 of debentures with interest at the rate of Libor (2.6%) plus 3% maturing on September 30, 2001. Upon the maturity date the debentures were converted into common stock at rates between $0.63 and $0.75 per share. In connection with the issuance of these convertible debentures 1,150,000 warrants were issued to purchase shares of common stock at $0.63 per share through June 30, 2011. The Company recorded a discount to the debentures of $260,600 representing the fair value of the warrants, and $389,400 representing the beneficial conversion feature of the debentures.
For the years ended July 31, 2004, 2003 and 2002 totals of $307,694, $11,738 and $555,551 has been charged to operations under these agreements
9. COMMITMENTS AND CONTINGENCIES
The Company has a two-year employment agreement with its President and Chief Executive Officer. On March 27, 2003, the Board of Directors approved an Amended and Restated Employment Agreement with its President and Chief Executive Officer. The new two-year agreement specifies an annual base salary of $185,000, effective February 1, 2003 through
EAUTOCLAIMS, INC.
NOTES TO FINANCIAL STATEMENTS
9. COMMITMENTS AND CONTINGENCIES - (Continued)
December 31, 2003. From January 1, 2004 through February 1, 2005, the minimum annual base salary will be $200,000. The individual receives bonuses equal to 3% of the Company's earnings before interest, taxes, depreciation and amortization as defined by generally accepted accounting principles (GAAP), and may elect to receive part or the entire bonus, if any, in shares of our Common Stock valued at 90% of the then current market value. Each month that the Company is profitable on a GAAP basis, the individual also has the right to receive options to purchase 25,000 shares of the Company's common stock, with a term of five years at an exercise price equal to the stock's fair market value at the date of grant. These options vest over the remaining life of his contract. The individual is entitled to a $750 per month automobile allowance and $1,000 of personal allowances. The individual is entitled 299% of his current base salary if the individual loses his position, unless terminated for cause. The President and CEO took a 15% reduction in salary starting April 19, 2004, which will continue until the Company shows a monthly profit of at least $50,000.
In addition, the Company has two-year employment agreements with four other executives that expire April 30, 2004. The agreements provide base salaries of $425,000 in the first year to $448,945 in the second year. They also receive automobile allowance ranging from $400 to $700 per month. If their contracts are not renewed they receive severance packages ranging from six to nine months of their annual compensation. These severance packages supercede the previous "Change in Control and Termination Agreements," dated April 9, 2001, that each of these executives had previously executed. Each of these executives took a 15% reduction in salary starting April 19, 2004, which will continue until the Company shows a monthly profit of at least $50,000.
On March 27, 2003 the Board of Directors voted to grant certain key employees a total of 2,000,000 shares of our common stock or equivalent consideration thereof and the current and future board members 1,000,000 common shares if there is a change in control of greater than 50% ownership of the Company or a sale of all or substantially all it's assets.
The Company leases and facilities under a non-cancelable operating lease expiring on November 30, 2006. The main operating lease consists of a 5-year lease for 30,000 square feet of a 62,000 square foot facility. The Company has an option to buy the entire facility with the associated land for $2,950,000. The Company issued 51,971 shares of common stock to pay for the January through March 31, 2002 rent, and another 45,956 shares for the purchase option, for a total of 97,927 shares. Total rent expense under the operating leases for the years ended July 31, 2004, 2003 and 2002 totaled approximately $212,000, $219,000 and $309,000 respectively.
Approximate minimum future payments under this operating lease is payable as follows:
Year ending July 31, 2005 219,000 2006 225,000 2007 76,000 ---------------------------------------------------------------------------- $ 520,000 ============================================================================
EAUTOCLAIMS, INC.
NOTES TO FINANCIAL STATEMENTS
9. COMMITMENTS AND CONTINGENCIES - (Continued)
The Company leases equipment under non-cancelable capital leases expiring on various dates through fiscal 2008.
The approximate minimum future payments under these capital lease are payable as follows:
Year ending July 31, 2005 $ 103,000 2006 113,000 2007 105,000 2008 15,000 ---------------------------------------------------------------------- Total $ 336,000
Less amount representing interest (76,000) ----------------------------------------------------------------------
$260,000 Less current maturities (64,000) ----------------------------------------------------------------------
Long term debt less current maturities $196,000 ======================================================================
Interest expense on capital leases for the years ended July 31, 2004, 2003 and 2002 amounted to approximately $20,000, $22,000 and $6,000, respectively.
10. STOCKHOLDERS' EQUITY
On July 8, 2004, shareholders holding greater than 50% of the outstanding common stock of the Company consented to increase the Company's authorized shares of common stock from 50,000,000 to 100,000,000 shares.
The Company is authorized to issue 5,000,000 shares of $5,000 par value, series A, preferred stock. Each share of preferred stock is convertible into a number of shares of common stock. As amended, the number of common shares to be issued is derived by taking 75% of the average of the closing bid prices for the common stock for the 5 lowest trading days out of the 20 consecutive trading days immediately preceding the date of conversion, but no lower than $0.20 per share. Dividends are payable at the rate of 8% of the aggregate liquidation preference amount per annum and are cumulative. As of July 31, 2004 and 2003, the Company had issued 520 shares of preferred stock, and 200 and 247 were still outstanding, respectively.
On July 31, 2001, 100 shares of the preferred stock described above were redeemable at the Company's option at 120% of face value, plus accrued dividends by August 15, 2001. Since the Company did not redeem the preferred stock, its terms became identical to the Company's other preferred stock. An increase to accumulated deficit and the net loss available to common shareholders $408,000 has been recorded during the year ended July 31, 2002, representing the beneficial conversion feature. The Company has issued warrants as part of this funding in accordance with the terms of the preferred stock agreements. The fair value attributed to the warrants has been treated as a cost associated with the issuance of the convertible preferred stock, and has been recorded as an increase to accumulated deficit and an increase in the net loss attributable to common shareholders.
EAUTOCLAIMS, INC.
NOTES TO FINANCIAL STATEMENTS
10. STOCKHOLDERS' EQUITY (Continued)
On January 31, 2002, 42 shares of preferred stock with a face value of $210,000, plus dividends of approximately $26,000 were converted into 551,629 shares of common stock. On March 27, 2002, 210 shares of preferred stock with a face value of $1,050,000, plus dividends of approximately $108,000 were converted into 4,097,951 shares of common stock.
On June 17, 2002, the Company sold 220,000 shares of common stock and warrants to purchase 220,000 shares of common stock, with an exercise price of $0.75 per share, for $93,465, net of commissions and legal fees.
During the year ended July 31, 2002, employees exercised 326,000 options to purchase shares of the Company's common stock.
On September 20, 2001, two shareholders and officers of the Company converted $44,000 of debt owed to them by the Company into 91,667 shares of common stock.
During the year ended July 31, 2002, the Company issued 234,277 shares of common stock in exchange for $105,040 of legal services.
During the year ended July 31, 2002, the Company issued 37,650 shares of common stock to a company in partial payment of public relations consulting services. These shares were earned during the same time period resulting in a charge to operations of $30,120.
During the year ended July 31, 2002, the Company issued 35,257 shares of common stock to four outside members of the Board of Directors. The Company charged operations $17,500, which was equal to the fair market value of the shares when earned.
On June 5, 2002, the Company issued 20,000 shares of common stock to an individual for consulting services provided to the company during the fiscal year ended July 31, 2002. The Company charged operations $8,600 which was equal to the fair market value of the shares when earned.
During the year ended July 31, 2002, the Company entered into an agreement for the lease of a new office facility that called for the issuance of 97,927 shares of common stock for three months rent and a five-year purchase option of the property at a pre-established price. During the year ended July 31, 2002, $43,659 was charged to operations for the stock issued relating to the purchase option. The $49,372 associated with the rent was recorded as prepaid rent and has been charged to operations during the year ended July 31, 2003.
During July 2002, the Company issued options to purchase 242,670 shares of common stock to officers and employees of the Company at $.01 per share. Accordingly, the Company recorded a charge to operations of $82,509, representing the difference between the exercise price of the options and the market price of the Company's common stock at the time of issuance related to these issuances.
During the year ended July 31, 2002, the Company issued options to employees and members of the Company's Board of Directors to purchase 1,555,500 shares of common stock where the exercise prices of the options are equal to or greater than the fair market value of the Company's common stock on the date of each grant. Additionally, options to purchase 468,334 shares of common stock were canceled during the years ended July 31, 2002.
EAUTOCLAIMS, INC.
NOTES TO FINANCIAL STATEMENTS
10. STOCKHOLDERS' EQUITY (Continued)
During the year ended July 31, 2002 $650,000 of debentures which were issued were converted into 942,855 shares of common stock in accordance with the debenture agreements. In addition, accrued interest of approximately $9,200 on those debentures was converted to 23,028 shares of common stock.
During the year ended July 31, 2003, employees exercised 958,850 options to purchase shares of the Company's common stock.
On November 20, 2002, a shareholder and officer of the Company converted $10,000 of debt owed to him by the Company into 84,034 shares of common stock ($ .12 per share).
During the year ended July 31, 2003, the Company issued 412,521 shares of common stock in exchange for $118,525 of legal services. The price of shares was determined by the market value of shares when earned.
During the year ended July 31, 2003, the Company issued 55,797 shares of common stock to three directors in exchange for their services. The Company charged operations $11,250, which was equal to the fair market value of the shares when earned.
During the year ended July 31, 2003, the Company issued 94,119 shares of common stock to a company in final payment of public relations consulting services. During the year ended July 31, 2003, all of these shares were earned resulting in a charge to operations of $24,000. The price of shares was determined by the market value of shares when earned.
On July 31, 2003, the Company issued 8,000 shares of common stock to a past employee as part of a severance agreement. The Company recorded a charge to operations of $3,060 on the shares issued. The price of shares was determined by the market value of shares when earned.
On September 5, 2002, 11 shares of preferred stock with a face value of $55,000, plus dividends of $9,632 were converted into 327,250 shares of common stock. On January 16, 2003, 4 shares of preferred stock with a face value of $20,000, plus dividends of $4,090 were converted into 301,123 shares of common stock. On February 19, 2003, 6 shares of preferred stock with a face value of $30,000, plus dividends of $6,359 were converted into 484,778 shares of common stock.
In June and July of 2003, the Company sold 1,712,365 shares of common stock at $0.279 per share. The funds raised totaled $477,750, less finders' fees and legal fees of $74,680, resulting in net proceeds of $403,070.
During the year ended July 31, 2003, the Company issued options to employees and members of the Company's Board of Directors to purchase 908,000 shares of common stock where the exercise prices of the options are equal to or greater than the fair market value of the Company's common stock on the date of each grant. Additionally, options to purchase 541,398 shares of common stock were canceled during the years ended July 31, 2003.
In August 2003, the Company issued 591,396 shares of common shares at $ .0279 per share. The funds raised totaled $165,000, less finder's fees and legal fees of $1,750 resulting in net proceeds of $163,250.
EAUTOCLAIMS, INC.
NOTES TO FINANCIAL STATEMENTS
10. STOCKHOLDERS' EQUITY (Continued)
On October 23, 2003, the Company entered into an agreement to restructure the preferred stock terms with the existing preferred stockholders. The agreement provides the Company an opportunity to purchase a certain number of preferred shares each month should we choose to do so. If the Company does not purchase preferred shares in a month, and the holders elect to convert some preferred shares, the holders must give the Company four days notice since the Company may arrange a block trade in order to minimize the impact of the sale of converted shares in the open market. The agreement also sets a minimum conversion price of $0.20 per share for the conversion of preferred shares to common shares. During the year ended July 31, 2004 the Company did not repurchase preferred shares under this agreement.
On February 2, 2004, 12 shares of preferred stock with a face value of $60,000, plus dividends of $17,293 were converted into 386,466 shares of common stock. On March 9, 2004, 11 shares of preferred stock with a face value of $55,000, plus dividends of $16,274 were converted into 274,659 shares of common stock. On June 4, 2004, 12 shares of preferred stock with a face value of $60,000, plus dividends of $18,898 were converted into 392,525 shares of common stock. On June 25, 2004, 12 shares of preferred stock with a face value of $60,000, plus dividends of $19,187 were converted into 345,041 shares of common stock.
On March 10, 2004 the Board approved and the Company issued 2,020,000 options to the management team for executing an agreement with ADP Claims. The Company issued 35,000 options to a consultant for services performed for the Company. On April 20, 2004 the Company issued 72,767 options to managers who took a pay cut as partial compensation for the pay cut. All three sets of options are exercisable at $0.01, immediately vested and have a term of ten years. During the 2004 fiscal year, the Company recorded non-cash charges of $868,756 to operations relating to these stock options.
During the year ended July 31, 2004, the Company issued 248,046 shares of common stock to two directors in exchange for their services. The Company charged operations $98,833, which was equal to the fair market value of the shares when earned.
During the year ended July 31, 2004, the Company issued options to purchase common stock, where the exercise price of the options are equal to or greater than the fair market value of the Company's common stock on the date of the grant, as follows:
o Options to purchase 75,000 shares of common stock to the President and CEO, in accordance with his contract. o Options to purchase 100,000 shares of common stock to the Board of Directors in accordance with their compensation agreement. o Options to purchase 367,500 shares of common stock to the employees of eAutoclaims, excluding senior management.
Additionally, options to purchase 458,552 shares of common stock were canceled.
In March through June 30, 2004 the Company raised $2,271,240 from the sale of 8,111,572 Units at $.28 per Unit to twenty-one (21) investors. Each Unit consists of one (1) share of common stock and one (1) common stock purchase warrant exercisable at $.35. The Company paid Noble International Investment, Inc. ("Noble") total commissions and expenses of $170,378, one other individual $9,667 as a finder's fee in connection with the issuance of these securities and incurred
EAUTOCLAIMS, INC.
NOTES TO FINANCIAL STATEMENTS
10. STOCKHOLDERS' EQUITY (Continued)
other expenses of $69,320. The Company also issued Noble placement agent warrants to acquire 790,200 Units valued at $158,040 and issued the other finder 34,525 shares of our restricted common stock valued at $9,667.
In addition to the investors described in the preceding paragraph, the Director that held $250,000 of convertible debentures and 892,857 warrants at $0.35 exchanged his debentures and warrants for 892,857 units as described in the previous paragraph. This resulted in a total of 9,004,429 units being sold.
Pursuant to the terms of the registration rights agreement entered in connection with the transaction, within 30 days of the closing of the private placement, the Company was required to file with the Securities and Exchange Commission (the "SEC") a registration statement under the Securities Act of 1933, as amended, covering the resale of all the common stock purchased and the common stock underlying the warrants. Additionally, within 120 days of closing, the Company was required to cause such registration statement to become effective. The registration rights agreement further provided that if a registration statement is not filed, or does not become effective, within the defined time periods, then in addition to any other rights the holders may have, the Company would be required to pay each holder up to 10% additional shares of stock, as damages. The registration statement was filed within the allowed time and was declared effective as of June 10, 2004. Therefore, no additional shares will be issued as damages.
In accordance with EITF 00-19, "Accounting for Derivative Financial Instruments Indexed To, and Potentially Settled In a Company's Own Stock," and the terms of the warrants and the transaction documents, the warrants were accounted for as a liability in the amount of $517,427. On June 10, 2004, the registration statement covering the shares underlying the warrants was declared effective. Accordingly, the fair value of the warrants at that date was reclassified to additional paid in capital.
In order to obtain an appropriate valuation of the warrants that were issued as of July 31, 2004, in connection with the offering of the units, issuance of placement warrants and the $250,000 convertible debenture the Company hired an investment banker. The investment banker employed several valuation models and provided a preliminary valuation of $0.05 to $0.10 per warrant. The Company estimated the value of each warrant to be $0.10.
EAUTOCLAIMS, INC.
NOTES TO FINANCIAL STATEMENTS
11. STOCK OPTIONS AND STOCK WARRANTS
The Company has an incentive stock option plan under which options to purchase shares of common stock may be granted to certain key employees. The exercise price is based on the fair market value of such shares as determined by the board of directors at the date of the grant of such options.
A summary of the status of the company's options as of July 31, 2004, 2003 and 2002, and changes during the years then ended is presented below:
July 31, 2004 ---------------- Weighted-Average ---------------- Number of Exercise Shares Price --------- --------
Balance at beginning of year 4,672,722 $0.80 Granted 2,635,267 .07 Cancelled or Expired (458,552) 1.89 Exercised (0) 0.00 - --------------------------------------------------------------------------------
Outstanding at end of year 6,849,437 $0.45 ================================================================================
Options exercisable at end of year 5,685,010 $0.47 ================================================================================ Weighted Average fair value of options granted during the period $1,052,999
July 31, 2003 July 31, 2002 ---------------- ---------------- Weighted-Average Weighted-Average ----------------- ---------------- Number of Exercise Number of Exercise Shares Price Shares Price --------- -------- --------- --------
Balance at beginning of year 5,264,970 $0.78 4,261,134 $0.94 Granted 908,000 0.18 1,798,170 .51 Cancelled (541,398) 0.98 (468,334) 1.76 Exercised (958,850) 0.01 (326,000) .01 - --------------------------------------------------------------------------------
Outstanding at end of year 4,672,722 $0.80 5,264,970 $ .78 ================================================================================
Options exercisable at end of year 3,085,263 $0.96 3,293,938 $ .70 ================================================================================ Weighted Average fair value of options granted during the period $140,958 $860,239
EAUTOCLAIMS, INC.
NOTES TO FINANCIAL STATEMENTS
11. STOCK OPTIONS AND STOCK WARRANTS (continued)
The following table summarizes information about fixed stock options outstanding at July 31, 2004:
Options Outstanding Options Exercisable ------------------- ------------------- Weighted Average Weighted Weighted Remaining Average Average Range of Number Contractual Exercise Number Exercise Exercise Outstanding Life Price Exercisable Price Price - ------------------------------------------------------------------------------
$0.01 3,250,587 8.70 $0.01 3,250,587 $0.01 $0.10 -$ .47 1,356,667 3.90 0.24 474,835 0.23 $ .51 -$ .90 1,075,583 2.41 0.61 792,988 0.61 $1.01-$1.91 623,200 2.52 1.33 623,200 1.34 $2.00-$3.38 543,400 1.24 2.28 543,400 2.28
- -----------------------------------------------------------------------------
$0.01 - $3.38 6,849,437 $ .45 5,685,010 $0 .47 =============================================================================
12. INCOME TAXES:
As of July 31, 2004, and 2003 the Company had deferred tax assets of approximately $9,002,000 and $6,315,000, respectively, resulting from temporary differences and net operating loss carry-forwards of approximately $19,411,000 and $13,569,000, respectively, which are available to offset future taxable income, if any, through 2024. As utilization of the net operating loss carry-forwards and temporary differences is not assured, the deferred tax asset has been fully reserved through the recording of a 100% valuation allowance.
The tax effects of temporary differences, loss carry-forwards and the valuation allowance that give rise to deferred income tax assets were as follows:
July 31, 2004 2003 --------------------------------------------------------------------------- Temporary differences: Allowance for doubtful accounts $64,000 $98,000 Accrued vacation 37,000 32,000 Fair value of warrants 123,000 104,000 Compensation not currently deductibl 1,014,000 654,000 Net operating losses 7,764,000 5,427,000 Less valuation allowance (9,002,000) (6,315,000) ----------------------------------------------------------------------------
Deferred tax assets $ - 0 - $ -0- ============================================================================
EAUTOCLAIMS, INC.
NOTES TO FINANCIAL STATEMENTS
12. INCOME TAXES: - (continued)
The reconciliation of the effective income tax rate to the federal statutory rate for the years ended July 31, 2004, 2003 and 2002 is as follows:
Federal income tax rate (34.0)% Change in valuation allowance on net operating carry-forwards 34.0 %
- -------------------------------------------------------------------------------- Effective income tax rate - 0 - % ================================================================================
13. 401K Plan
The Company has a noncontributory defined contribution plan under Section 401 (k) of the Code covering all qualified employees. An officer of the Company serves as trustee of the plan. The Company did not make a contribution to the plan for the years ended July 31, 2004, 2003 or 2002.
14. MAJOR CUSTOMERS
During the years ended July 31, 2004, 2003 and 2002 one customer accounted for 60%, 58% and 58% of total revenue respectively. During the years ended July 31, 2004, 2003 and 2002 a second customer accounted for approximately 13%, 14% and 12% of total revenue, respectively.
15. RELATED PARTY TRANSACTIONS
The Chairman of the Board of the Company was provided a non-interest bearing loan prior to July 31, 2002, which totaled approximately $120,000. Over the last 12 months this loan has been reduced by forgoing certain compensation approved by the Board of Directors. As of July 31, 2004 the loan balance was $42,431 and is included in due from related parties on the accompanying balance sheet.
In July of 2001, the Company made a non-interest bearing loan to a board member for $30,000. As of July 31, 2004, an amount totaling $23,000 is still outstanding.
16. ADDITIONAL INFORMATION
The Company's records and the records of its transfer agent differ with respect to the number of outstanding shares of the Company's common stock. According to the transfer agent, the number of shares of common stock outstanding is approximately 31,500 shares greater than the 34,337,362 indicated by the Company's records. The Company believes that its records are correct. The number of shares outstanding reflected in the Company's financial statements do not include these shares or any adjustment that might be necessary to resolve this difference.
EAUTOCLAIMS, INC.
NOTES TO FINANCIAL STATEMENTS
17. SUBSEQUENT EVENTS
On August 24, 2004, the holder of the Convertible debenture converted $25,000 of the principal for 89,606 shares of common stock. On September 29, 2004, the Company issued an additional 20,759 shares of common stock, for the first three-month's interest payments on the convertible debenture.
On August 2, 2004, 12 shares of preferred stock with a face value of $60,000, plus dividends of $15,966 were converted into 379,933 shares of common stock. On September 3, 2004, 12 shares of preferred stock with a face value of $60,000, plus dividends of $17,951 were converted into 389,753 shares of common stock.
18. SUMMARIZED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following table presents unaudited quarterly operating results for each of the Company's last twelve fiscal quarters. This information has been consistent with the Company's audited financial statements and includes all adjustments consisting only of normal recurring adjustments that the Company considers necessary for a fair presentation of the data.
18. SUMMARIZED QUARTERLY FINANCIAL DATA (UNAUDITED)- Continued
18. SUMMARIZED QUARTERLY FINANCIAL DATA (UNAUDITED)- Continued
Report of Independent Registered Public Accounting Firm on Financial Statment Schedule
To the Board of Directors eautoclaims, Inc.
The information included on Schedule II is the responsibility of management, and although not considered necessary for a fair presentation of financial position, results of operations, and cash flows is presented for additional analysis and has been subjected to the auditing procedures applied in the audit of the basic financial statements. In our opinion, the information included on Schedule II relating to the years ended July 31, 2004, 2003, 2002 and 2001 is fairly stated in all material respects, in relation to the basic financial statements taken as a whole. Also, such schedule presents fairly the information set forth therein in compliance with the applicable accounting regulations of the Securities and Exchange Commission.
GOLDSTEIN GOLUB KESSLER LLP New York, New York - -------------------- September 24, 2004
Schedule II
eAutoclaims, Inc. ALLOWANCE FOR DOUBTFUL ACCOUNTS
Information relating to the allowance for doubtful accounts is as follows:
Beginning Ending Balance Additions Deductions Balance - -------------------------------------------------------------------------
Year ended 7/31/2001 $ 34,077 $ 25,923 $ - $ 60,000
Year ended 7/31/2002 $ 60,000 $ 353,132 $ 13,132 $ 400,000
Year ended 7/31/2003 $ 400,000 $ 139,874 $ 297,874 $ 242,000
Year ended 7/31/2004 $ 242,000 $ 63,607 $ 144,607 $ 161,000