Commission File No. 000-19301

Communication Intelligence Corporation

 (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)

94-2790442 (I.R.S. Employer Identification No.)

PART I

Item 1. Business

Unless otherwise stated all amounts in Part I through Part IV are stated in thousands (“000s”).

General

Communication Intelligence Corporation (the “Company” or “CIC”) was incorporated in Delaware in October 1986. CIC is a leading supplier of electronic signature products and the recognized leader in biometric signature verification. CIC enables companies to achieve truly paperless workflow in their electronic business processes by providing multiple signature technologies across virtually all applications. CIC’s solutions are available both in software-as-a-service (“SaaS”) and on-premise delivery models and afford “straight-through-processing,” which can increase customer revenue by enhancing user experience and can also reduce costs through paperless and virtually error-free electronic transactions that can be completed significantly faster than paper-based procedures. The Company is headquartered in Redwood Shores, California.

For the year ended December 31, 2011 total revenue was $1,546, an increase of $695, or 82%, compared to total revenue of $851 in the prior year. For the year ended December 31, 2011, product revenue was $915, an increase of $718, or 364%, compared to product revenue of $197 in the prior year. Maintenance revenue for the year ended December 31, 211 was $631, a decrease of $23, or 4%, compared to maintenance revenue of $654 in the prior year. The increase in product revenue is due primarily to new product offerings and an increased demand for electronic signature solutions. The decrease in maintenance revenue is a reflection of the Company’s shift in focus from one-time, on-premise sales to a recurring revenue model.

For the year ended December 31, 2011, the net loss attributable to common stockholders was $6,663, an increase of $2,110, or 51%, compared to $4,553 in the prior year. For the year ended December 31, 2011, non-cash charges attributable to interest expense financing and loan discount amortization related to the Company’s debt and the accretion of the beneficial conversion feature was $1,181 compared to $2,039 in the prior year. There was a loss of $113 on the derivative liability value for the year ended December 31, 2011 compared to a gain of $3,136 in the prior year. For the year ended December 31, 2011, operating expenses, including amortization of software development costs, were $5,829, a decrease of $276, or 5%, compared to operating expenses of $6,105 for the prior year. The decrease in operating expense resulted primarily from a charge in the prior year of $1,009 related to the accelerated amortization of certain capitalized software development costs, offset by a $700 increase in the amount of software development cost expensed in 2011 compared to what would have been capitalized in the prior year.

Core Technologies

The Company's core technologies can be referred to as "transaction-enabling” technologies. These technologies include various forms of electronic signature technologies, such as handwritten, biometric, click-to-sign and others, as well as technologies related to signature verification, cryptography and the logging of audit trails to show signers’ intent. These technologies enable secure, legal and regulatory compliant electronic transactions completed through an enhanced customer experience, all at a fraction of the time and cost required by traditional, paper-based processes.

Products

The Company’s enterprise-class SignatureOne® suite of electronic signature solutions enables businesses to implement truly paperless, electronic signature-driven business processes. Many applications provide electronic forms and allow users to fill in information, but most of these applications still require users to print out a paper copy for a handwritten, ink signature. Solutions powered by CIC products allow legally binding electronic signatures to be added to digital documents, eliminating the need for paper copies. This allows users to reduce transaction times and processing costs and to increase their time available for revenue generating activities.

 

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The SignatureOne® suite of products includes the following:

SignatureOne® Ceremony® Server™	The SignatureOne® Ceremony® Server™ (“Ceremony Server”) is a J2EE server product that provides the capability to define and manage an electronic signature process within a service oriented architecture and that can be deployed both on-premise and in the Cloud as a SaaS solution. Application program interfaces, web services, notification services, reporting, tracking and flexible XML schema enable virtually seamless integration with most electronic content management, enterprise resource planning or other workflow, content management and storage/repository systems for the automation of any document process that requires signatures.
iSign® Console™	The iSign® Console™ (“Console”) product is a server-based offering that leverages CIC’s patented Ceremony® process and allows users to manage and control the set up and delivery of documents for electronic signatures in an easy and flexible way, and with a comprehensive audit trail for non-repudiation. The Console works independently from advanced document management systems and represents an intuitive front-end solution for small-to-medium enterprises to rapidly integrate electronic signatures in their business processes. Its principal features include the ability to upload multiple documents for review and/or execution, to select an electronic signature method, such as click-to-sign or biometric, choose signature field placement, manage the signature process via invites and pre-set email reminders, and secure the entire process with passcodes.
Sign-it®	Sign-it® is a family of software products that enable the real-time capture of electronic and digital signatures, as well as their verification and binding within a standard set of applications, including Adobe Acrobat and Microsoft Word, web based applications using HTML, XML and XHTML, and custom applications for .NET, C# and similar development environments for the enterprise market. The Sign-it® family of products combines the strengths of biometrics, and other forms of electronic signatures, with cryptography in a patented process that insures the creation of documents containing legally compliant electronic signatures. These signatures have the same legal standing as a traditional so-called wet signature on paper and are created pursuant to the Electronic Signature in National and Global Commerce Act, as well as other related legislation and regulations. With Sign-it® products, organizations wishing to process electronic forms, requiring varying levels of security, can reduce the cost and other inefficiencies inherent with paper documents by adding electronic signature technologies to their workflow solutions.
iSign® Toolkits	The iSign® suite of application development tools for electronic signature capture, encryption and verification in custom applications and web-based processes captures and analyzes the image, speed, stroke sequence and acceleration of a person's handwritten electronic signature and can provide an effective and inexpensive solution for immediate authentication of handwritten signatures. iSign® toolkits also store certain forensic elements of an electronic signature for use in determining whether a person’s electronic signature is legally valid and include software libraries for industry standard encryption and hashing to protect the sensitive nature of a user’s signature, as well as the data captured in the Ceremony® process. iSign® toolkits are used internally by the Company as an underlying technology for its SignatureOne® and Sign-it® suite of products.

 

 

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Products and upgrades that were introduced and first shipped in 2011 include the following:

iSign® for Windows®, Version 4.7

iSign® Mobility Suite, Version 1.5

iSign® Mobility Suite, Version 1.5.1

SignatureOne® Ceremony® Server, Version 2.4

SignatureOne® Ceremony® Server, Version 2.5

SignatureOne® Ceremony® Server, Version 2.6

SignatureOne® Ceremony® Server, Version 2.6.1

SignatureOne® Ceremony® Server, Version 2.7

SignatureOne® Ceremony® Server, Version 3.0.4

SignatureOne® Ceremony® Server Migration Toolkit

iSign ® Console™, Version 1.5

SignatureOne® Standard, Version 1.5

Copyrights, Patents and Trademarks

The Company relies on a combination of patents, copyrights, trademarks, trade secrets and contractual provisions to protect its software offerings and technologies. The Company has a policy of requiring its employees and contractors to respect proprietary information through written agreements. The Company also has a policy of requiring prospective business partners to enter into non-disclosure agreements before disclosure of any of its proprietary information.

Over the years, the Company has developed and patented major elements of its software offerings and technologies. In addition, in October 2000 the Company acquired, from PenOp, Inc. and its subsidiary, a significant patent portfolio relevant to the markets in which the Company sells its products. The Company’s patents and the years in which they each expire are as follows:

Patent No.	Expiration
5544255	2013
5647017	2014
5818955	2015
5933514	2016
6064751	2017
6091835	2017
6212295	2018
6381344	2019
6487310	2019

The Company believes that these patents provide a competitive advantage in the electronic signature and biometric signature verification markets. The Company believes the technologies covered by the patents are unique and allow it to produce superior products. The Company also believes these patents are broad in their coverage. The technologies go beyond the simple handwritten signature and include measuring electronically the manner in which a person signs to ensure tamper resistance and security of the resultant documents and the use of other systems for identifying an individual and using that information to validate the signer and the transaction. The Company believes that the patents are sufficiently broad in coverage that products with substantially similar functionality would infringe its patents.

The Company has an extensive list of registered and unregistered trademarks and applications in the United States and other countries. The Company intends to register its trademarks generally in those jurisdictions where significant marketing of its products will be undertaken in the foreseeable future.

 

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Material Customers

Historically, the Company’s revenue has been derived from hundreds of customers, but a significant percentage of the revenue has been attributable to a limited number of customers. Two customers accounted for 28% and 10%, respectively of total revenue for the year ended December 31, 2011.

Seasonality of Business

The Company believes that its products are not subject to seasonal fluctuations.

Backlog

Backlog was approximately $914 and $1,097 at December 31, 2011 and 2010, respectively, representing advanced payments on product and service maintenance agreements. In 2009, the Company negotiated several long term maintenance agreements, of which the remaining balance of approximately $397 will be recognized over one to two years. The remaining backlog is expected to be recognized over the next twelve months.

Competition

The Company faces competition at different levels both domestically and internationally. The technology-neutral nature of the laws and regulations related to what constitutes an “electronic signature” and CIC’s multi-modal enterprise-wide suite of products causes the Company to compete with different companies depending upon the specific type of electronic signature sought by a prospective customer. Currently, CIC’s primary competition is Silanis and/or DocuSign when the application is click-wrap, voice, fingerprint, password, and basic click-to-sign technology. Principal competition for handwritten biometric signatures includes SoftPro, Wondernet and signature pad vendors. The Company believes it has a competitive advantage by offering solutions with a multitude of different electronic signature methods that enable users to sign virtually any document format, in any software environment, and on any hardware platform.

The Company believes that it has a clear differentiation from its competitors and enjoys certain advantages, including its patent portfolio. However, there can be no assurance that competitors, including some with greater financial or other resources, will not succeed in developing products or technologies that are more effective, easier to use or less expensive than our products or technologies and that could render our products or technologies obsolete or non-competitive.

Employees

As of December 31, 2011, the Company employed 19 full-time employees and two consultants. The Company has established long-standing strategic relationships that allow it to rapidly access product development and deployment capabilities that could be required to address most customer requirements. None of the Company’s employees are party to any collective bargaining agreements.  We believe our employee relations are good.

Geographic Areas

For the years ended December 31, 2011 and 2010, sales in the United States as a percentage of total sales were 93% and 93%, respectively. At December 31, 2011 and 2010, long-lived assets located in the United States were $2,159 and $2,899, respectively. There were no long-lived assets located elsewhere as of December 31, 2011 and 2010.

Segments

The Company reports its financial results in one segment.

 

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Available Information

Our web site is located at www.cic.com . The information on or accessible through our web site is not part of this Annual Report on Form 10-K. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to such reports are available, free of charge, on our web site as soon as reasonably practicable after we electronically file with or furnish such material to the Securities and Exchange Commission (“SEC”). Furthermore, a copy of this Annual Report on Form 10-K and other reports filed by CIC with the SEC may be read and copied by the public at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549 on official business days during the hours of 10 a.m. and 3 p.m. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers, including CIC, that file electronically with the SEC at www.sec.gov .

Item 1A                Risk Factors

Not applicable.

Item 1B.                Unresolved Staff Comments

None.

Item 2.                Properties

The Company leases its principal facilities, consisting of approximately 9,600 square feet, in Redwood Shores, California, pursuant to a lease that expires in 2016.

Item 3.                Legal Proceedings

None.

PART II

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

The Company’s Common Stock is quoted on OTC Markets Group Inc.’s OTCQB quotation system under the trading symbol CICI. Trading activity for the Company’s Common Stock can be viewed at www.otcmarkets.com . Prior to March 1, 2010, the Company’s Common Stock was also quoted on the Over-the-Counter Bulletin Board under the trading symbol CICI.OB. The following table sets forth the high and low sale prices of the Common Stock for the periods noted.

		Sale Price Per Share
Year	Period	High	Low
2010	First Quarter	$   0.14	$   0.08
	Second Quarter	$   0.14	$   0.05
	Third Quarter	$   0.08	$   0.03
	Fourth Quarter	$   0.06	$   0.03
2011	First Quarter	$   0.10	$   0.03
	Second Quarter	$   0.07	$   0.03
	Third Quarter	$   0.05	$   0.02
	Fourth Quarter	$   0.06	$   0.02

 

 

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Holders

As of March 20, 2012 there were approximately 853 holders of record of our Common Stock.

Dividends

To date, the Company has not paid any dividends on its Common Stock and does not anticipate paying any such dividends in the foreseeable future. The declaration and payment of dividends on the Common Stock is at the discretion of the Board of Directors and will depend on, among other things, the Company's operating results, financial condition, capital requirements, contractual restrictions or such other factors as the Board of Directors may deem relevant.

Recent Sales of Unregistered Securities

All securities sold during 2011 by the Company were either previously reported on a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K filed with the SEC.

Issuer Purchases of Equity Securities

None.

Item 6. Selected Financial Data

Not applicable.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our financial statements and related notes appearing elsewhere in this Form 10-K. The following discussion relating to projected growth and future results and events constitutes forward-looking statements. Actual results in future periods may differ materially from the forward-looking statements due to a number of risks and uncertainties. We cannot guarantee future results, levels of activity, performance or achievements. Except as otherwise required under applicable law, we disclaim any obligation to revise or update forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Unless otherwise stated herein, all figures in this Item 7, other than price per share data, are stated in thousands (“000s”).

Overview and Recent Developments

The Company is a leading supplier of electronic signature solutions for business process automation and is the recognized leader in biometric signature verification technology. Our products enable companies to achieve secure paperless business transactions with multiple signature technologies, across virtually all applications and hardware platforms, and that are legally binding and compliant with applicable laws and regulations and that can provide a higher level of security than paper-based processes. The Company has been a leading supplier of electronic signature solutions within the financial services and insurance industries and has delivered significant expense reduction by enabling complete document and workflow automation.

The Company was incorporated in Delaware in October 1986. Except for the year ended December 31, 2004, in each year since its inception the Company has incurred losses. For the two-year period ended December 31, 2011, net losses attributable to common stockholders aggregated approximately $11,216, and, at December 31, 2011, the Company's accumulated deficit was approximately $111,839.

 

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For the year ended December 31, 2011, total revenue was $1,546, an increase of $695, or 82%, compared to total revenue of $851 in the prior year. The increase in product revenue is primarily due to new product offerings and an increased demand for electronic signature solutions.

For the year ended December 31, 2011, the loss from operations was $4,283, a decrease of $971, or 18%, compared with a loss from operations of $5,254 in the prior year.  The decrease in the operating loss is primarily attributable to a charge of $1,009 related to the acceleration of amortization of certain capitalized software development costs in the prior year. For the year ended December 31, 2011, operating expenses were $5,829, a decrease of $276, or 5%, compared to operating expense of $6,105 in the prior year. The decrease in operating expense resulted primarily from a charge in the prior year of $1,009 related to the accelerated amortization of certain capitalized software development costs, offset by a $700 increase in the amount of software development cost expensed in 2011 compared to what would have been capitalized in the prior year.

In March 2011, the Company sold 800 shares of Series C Preferred Stock for proceeds of $800, net of approximately $121 in expenses, of which $50 went to SG Phoenix, LLC, an affiliated entity of the Company’s largest stockholder Phoenix Venture Fund, LLC (“Phoenix”), in payment of an administrative fee and $71 in expenses to third parties in connection with the financing.  The Company recorded a beneficial conversion feature of $800 related to the intrinsic value of the conversion feature of the shares of Series C Preferred Stock. The Company issued 305 shares of Series C Preferred Stock in payment of dividends for the year ended December 31, 2011.

In September 2011, the Company borrowed an aggregate of $100 from Phoenix and an employee of the Company and issued unsecured demand notes to each. These notes are due on demand and bear interest at the rate of 10% per annum. In addition the Company entered into a Note and Warrant Purchase Agreement (the “September 2011Purchase Agreement”) with Phoenix Banner Holdings, LLC (the “September 2011 Investor”), an entity affiliated with Phoenix.  Under the terms of the September 2011 Purchase Agreement, the Company issued an unsecured convertible promissory note in the amount of $500 (the “September 2011 Note”) to the September 2011 Investor.  The September 2011 Note bears interest at the rate of 10% per annum, and has a maturity date of September 20, 2012.  The September 2011 Note is also convertible at the option of the September 2011 Investor into securities sold in the Company’s next equity financing with gross proceeds to the Company in excess of $100.  In connection with the issuance of the September 2011 Note, the Company also issued to the September 2011 Investor a warrant to purchase 5,556 shares of the Company’s Common Stock at an exercise price of $0.0225 per share.

Overview and Recent Developments (continued)

In December 2011, the Company entered into a Note and Warrant Purchase Agreement (the “Purchase Agreement”) with Philip Sassower, the Company’s Chairman and CEO, and other investors (the “December 2011 Investors”). Under the terms of the Purchase Agreement, the Company issued unsecured convertible promissory notes in the aggregate amount of $500 (the “December 2011 Notes”) to the December 2011 Investors.  The December 2011 Notes bear interest at the rate of 10% per annum, and have a maturity date of December 20, 2012.  The December 2011 Notes are also convertible at the option of the December 2011 Investors into securities sold in the Company’s next equity financing with gross proceeds to the Company in excess of $100.  In connection with the issuance of the December 2011 Notes, the Company also issued to the December 2011 Investors warrants to purchase an aggregate of 5,556 shares of the Company’s Common Stock at an exercise price of $0.0225 per share.

New Accounting Pronouncements

See Note 1, Notes to Consolidated Financial Statements included under Part IV, Item 15 of this report on Form 10-K.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in the Company’s

 

 

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consolidated financial statements and the accompanying notes. The amounts of assets and liabilities reported in its balance sheets and the amounts of revenue and expenses reported for each period presented are affected by these estimates and assumptions that are used for, but not limited to, revenue recognition, allowance for doubtful accounts, intangible asset impairments, fair value of financial instruments, software development costs, research and development costs, foreign currency translation and net operating loss carry-forwards. Actual results may differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used by the Company’s management in the preparation of the consolidated financial statements.

Derivatives: The Company follows the relevant accounting guidance and records derivative instruments (including certain derivative instruments embedded in other contracts) in the balance sheet as either an asset or liability measured at their fair value, with changes in the derivative’s fair value recognized currently in earnings unless specific hedge accounting criteria are met. The Company values these derivative securities under the fair value method at the end of each reporting period (quarter), and their value is marked-to-market at the end of each reporting period with the gain or loss recognition recorded in earnings. The Company continues to revalue these instruments each quarter to reflect their current value in light of the current market price of our Common Stock. The Company utilizes a discounted Black-Scholes option-pricing model to estimate fair value. Key assumptions of the Black-Scholes option-pricing model include applicable volatility rates, risk-free interest rates and the instrument’s expected remaining life. These assumptions require significant management judgment.

Revenue: Revenue is recognized when earned in accordance with the applicable accounting guidance. The Company recognizes revenue from sales of software products upon shipment, provided that persuasive evidence of an arrangement exists, collection is determined to be probable, all non-recurring engineering work necessary to enable the Company's product to function within the customer's application has been completed and the Company's product has been delivered according to specifications. Revenue from service subscriptions is recognized as costs are incurred or over the service period, whichever is longer.

Software license agreements may contain multiple elements, including upgrades and enhancements, products deliverable on a when and if available basis and post-contract support. Revenue from software license agreements is recognized upon delivery of the software, provided that persuasive evidence of an arrangement exists, collection is determined to be probable, all nonrecurring engineering work necessary to enable the Company's products to function within the customer's application has been completed, and the Company has delivered its product according to specifications.

Maintenance revenue is recorded for post-contract support and upgrades or enhancements, which is paid for in addition to license fees, and is recognized as costs are incurred or over the support period, whichever is longer. For undelivered elements where objective and reliable evidence of fair value does not exist, revenue is deferred and subsequently recognized when delivery has occurred and when fair value has been determined.

The allowance for doubtful accounts is based on the Company’s assessment of the collectability of specific customer accounts and an assessment of international, political and economic risk as well as the aging of the accounts receivable. If there is a change in actual defaults from the Company’s historical experience, the Company’s

estimates of recoverability of amounts due could be affected and the Company would adjust the allowance accordingly.

Long-lived assets: The Company performs intangible asset impairment analyses in accordance with the applicable accounting guidance. The Company uses the guidance in response to changes in industry and market conditions that affect its patents, the Company then determines if an impairment of its assets has occurred. The Company reassesses the lives of its patents and tests for impairment at least annually in order to determine whether the book value exceeds the fair value for each patent. Fair value is determined by estimating future cash flows from the products that are and will be protected by the patents and considering the following additional factors:

·	legal, regulatory or contractual provisions known to the Company that limit the useful life of any patent to less than the assigned useful life;

 

 

 

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·	whether the Company needs to incur material costs or make modifications in order for it to continue to be able to realize the protection afforded by the patents;

·	effects of obsolescence or significant competitive pressure on the Company’s current or future products are expected to reduce the anticipated cash flow from the products covered by the patents;

·	demand for products utilizing the patented technology will diminish, remain stable or increase; and

·	whether the current markets for the products based on the patented technology will remain constant or will change over the useful lives assigned to the patents.

The Company had obtained an independent valuation from Strategic Equity Group of the carrying value of its patents as of December 31, 2005.  The Company believes that the biometric market potential identified in current year market research has improved over the data used to validate the carrying value of the Company’s patents at the end of 2005. Management updated this analysis at December 31, 2011 and believes that that no impairment of the carrying value of the patents exists at December 31, 2011.

Customer Base: To date, the Company's electronic signature revenue has been derived primarily from financial service industry end-users and from resellers and channel partners serving the financial service industry primarily in North America, the ASEAN Region and Europe. The Company performs periodic credit evaluations of its customers and does not require collateral.  The Company maintains reserves for potential credit losses.  Historically, such losses have been within management's expectations.

Software Development Costs : Capitalization of software development costs begins upon the establishment of technological feasibility, subject to net realizable value considerations. The costs capitalized include the coding and testing of the product after technological feasibility has been established and ends upon the release of the product. The annual amortization is equal to the straight-line amortization over the estimated useful lives of the software and varies by type of software. The Company generally subdivides its software into product software, server software and Software-as-a-Service. The Company capitalized software development costs of approximately $72 and $772 for the years ended December 31, 2011 and 2010, respectively. For the year ended December 31, 2010, the Company decided to accelerate the amortization of its software portfolio to better reflect the transition of its offering from being mostly product-based to becoming mostly server and service-based and to provide a closer match with the useful life of the development costs being capitalized. This acceleration resulted in an increase in amortization expense of $1,009.

Research and Development Costs : Research and development costs are charged to expense as incurred.

Net Operating Loss Carry-forwards: Utilization of the Company's net operating losses may be subject to an annual limitation due to the ownership change limitations under Section 382 of the the Internal Revenue Code and similar state provisions. As a result, a portion of the Company's net operating loss carry-forwards may not be available to offset future taxable income. The Company has provided a full valuation allowance for deferred tax assets at December 31, 2011 of approximately $27.4 million based upon the Company's history of losses.

Segments: The Company reports its financial results in one segment.

 

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Results of Operations – Years Ended December 31, 2011 and December 31, 2010

Revenue

For the year ended December 31, 2011, total revenue was $1,546, an increase of $695, or 82%, compared to total revenue of $851 in the prior year. For the year ended December 31, 2011, product revenue was $915, an increase of $718, or 364%, compared to $197 in the prior year. The increase in product revenue is primarily due to new product offerings and an increased demand for electronic signature solutions. For the year ended December 31, 2011, maintenance revenue was $631, a decrease of $23, or 4%, compared to maintenance revenue of $654 in the prior year. This decrease is primarily a reflection of the Company’s shift in focus from one-time, on-premise sales to a recurring revenue model.

Cost of Sales

For the year ended December 31, 2011, cost of sales was $663, a decrease of $216, or 25%, compared to cost of sales of $879 in the prior year. The decrease resulted primarily from a $381 reduction in capitalized software amortization offset by an increase in direct engineering costs associated with development contract services revenue.

Operating Expenses

Research and Development Expenses

For the year ended December 31, 2011, research and development expenses were $1,498, an increase of $1,067, or 248%, compared to research and development expenses of $431 in the prior year.  Research and development expenses consist primarily of salaries and related costs, outside engineering as required, maintenance items, and allocated facility expenses. The most significant factor contributing to the increase in these expenses was an increase in the amount of software development costs expensed compared to what would have been capitalized in the prior year. For the year ended December 31, 2011, total research and development expenses, before capitalization of software development costs and other allocations were $2,055, an increase of $659, or 47%, compared to $1,396 of total research and development expenses before capitalization of software development costs and other allocations in the prior year.  The increase is due primarily to an increase in salaries and related expenses, including stock compensation expense and contracted engineering expense.

Sales and Marketing Expenses

For the year ended December 31, 2011, sales and marketing expenses were $1,500, a decrease of $31, or 2%, compared to sales and marketing expenses of $1,531 in the prior year. The decrease was primarily attributable to decreases in salaries and general overhead expenses caused by the reallocation of the sales engineering function to research and development, offset by increases in commissions and allocated charges from engineering for sales support associated with the increases in sales.

General and Administrative Expenses

For the year ended December 31, 2011, general and administrative expenses were $2,168, a decrease of $87, or 4%, from general and administrative expenses of $2,255 in the prior year. The decrease was primarily due to a decrease in investor relations expense offset by an increase in professional service fees, including legal expenses.

Interest and Other Income (Expense), Net

Interest and other income, net, was $79, an increase of $77, compared to an expense of $2 in the prior year. The increase in interest and other income, net was due to the settlement of a Section 16b related lawsuit filed on behalf of a stockholder in April 2011. (See Note 13 in the Consolidated Financial Statements of this report on Form 10-K).

 

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Interest Expense

For the year ended December 31, 2011, related party interest expense was $21, a decrease of $234, or 92%, compared to related party interest expense of $255 in the prior year. The decrease was due to the restructuring of the Company’s debt in the August 5, 2010 Recapitalization through the issuance of Series B Preferred Stock in exchange for all outstanding secured indebtedness. For the year ended December 31, 2011, interest expense-other was $3, a decrease of $5, or 63%, compared to interest expense-other of $8 in the prior year. The decrease was primarily due to the factors discussed above.  For the year ended December 31, 2011, amortization of related party loan discount and deferred financing, which includes warrant costs associated with the Company’s debt and deferred financing costs associated with the notes and warrant purchase agreements was $3, a decrease of $1,716, or 99%, compared to amortization of related party loan discount and deferred financing of $1,719 in the prior year.  The decrease was primarily due to the restructuring of the Company’s debt. (See Note 7 to the Consolidated Financial Statements of this report on Form 10-K.)

For the year ended December 31, 2011, amortization of debt discount and deferred financing-other, which includes warrant and deferred financing costs associated with the notes and warrant purchase agreements decreased $57, or 100%, compared to the prior year. The decrease was primarily due to the factors discussed in interest expense above. (See Note 7 to the Consolidated Financial Statements of this report on Form 10-K.)

The change in the fair value of the derivative liabilities resulted in a non-cash loss of $113, an increase of $3,249 compared to a gain of $3,136 in the prior year that resulted from the revaluation of the Company’s derivatives at December 31, 2010.  The loss recorded at December 31, 2011, is the result of an increase in the price of the Company’s Common Stock at December 31, 2011, compared to December 31, 2010. The fair value of the Company’s derivative instruments is based on the fair value of our stock as such gain/loss is dependent upon our stock price and will fluctuate accordingly.

Liquidity and Capital Resources

Cash and cash equivalents totaled $307 at December 31, 2011, compared to cash and cash equivalents of $1,879 at December 31, 2010. The decrease is primarily attributable to $3,255 of funds used by operating activities and $96 of funds used in investing activities. These uses of funds were offset by $1,779 of funds provided by financing activities in the form of short-term notes and the sale of additional shares of Series C Preferred s Stock.

The cash used by operations was primarily attributable to the net loss of $4,502, and changes in operating assets and liabilities of $697. These amounts were offset by non-cash charges of depreciation and amortization of $838, loss on derivative liabilities of 113, stock-based employee compensation of $807, restricted stock expense and stock issued for services of $195.

The cash used in investing activities of $96 was due to capitalized software development costs of $72 and the acquisition of office and computer equipment of $24.

Proceeds from financing activities consisted primarily of $1,100 in net proceeds from the issuance of short-term debt, and $679 in net proceeds from the issuance of Series C Preferred Stock. These proceeds were offset by the payment of $121 related to the Series C Preferred Stock issued in March 2011.

Accounts receivable were $298 at December 31, 2011, an increase of $195, or 189%, compared to accounts receivable of $103 at December 31, 2010. Accounts receivable at December 31, 2011 and 2010, are net of $3 and $9, respectively, in allowances provided for potentially uncollectible accounts. Sales in the Company’s fourth quarter of 2011 were 60% higher than 2010.

Prepaid expenses and other current assets were $29 at December 31, 2011, a decrease of $15, or 34%, compared to prepaid expenses and other current assets of $44 at December 31, 2010.  The decrease is primarily due to the timing of the billings and payments of annual

 

 

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maintenance and other prepaid contracts. Prepaid expenses generally fluctuate due to the timing of annual insurance premiums and maintenance and support fees, which are prepaid in December and June of each year.

Accounts payable were $261 at December 31, 2011, a decrease of $189, or 42%, from accounts payable of $450 at December 31, 2010. The decrease in accounts payable is primarily due to decreases in liabilities associated with professional fees incurred in connection with the Recapitalization, Series B Financing, and Series C Financing during the second half of 2010.

Other current liabilities, which include accrued compensation of $221, were $464 at December 31, 2011, a decrease of $141, or 23%, compared to other current liabilities of $605 at December 31, 2010.  The decrease is primarily due to the payment in 2011 of severance pay for three senior level executives that left the company in December 2010.

Deferred revenue was $914 at December 31, 2011, a decrease of $192, or 17%, compared to deferred revenue of $1,106 at December 31, 2010.  The decrease is due primarily to the long-term maintenance contracts that were renewed at a discount compared to the annual renewal amounts.

Financing Transactions

In March 2011, the Company sold 800 shares of Series C Preferred Stock for proceeds of $800, net of approximately $121 in expenses, of which $50 went to SG Phoenix, LLC in payment of an administrative fee and $71 in expenses to third parties in connection with the financing.  In connection with the sale of the shares of Series C Preferred Stock, the Company issued warrants to purchase an aggregate of 35,556 shares of Common Stock with an exercise price of $0.0225 per share, which warrants are exercisable for a period of three years from the date of issuance. The Company recorded a beneficial conversion feature of $800 related to the intrinsic value of the conversion feature of the shares of Series C Preferred Stock.  The Company issued 305 shares of Series C Preferred Stock in payment of dividends for the year ended December 31, 2011.

In September 2011, the Company borrowed an aggregate of $100 from Phoenix and an employee of the Company and issued unsecured demand notes to each. These notes are due on demand and bear interest at the rate of 10% per annum. In addition the Company entered into the September 2011 Purchase Agreement with the September 2011 Investor.  Under the terms of the September 2011 Purchase Agreement, the Company issued the September 2011 Note to the September 2011 Investor.  The September 2011 Note bears interest at the rate of 10% per annum, and has a maturity date of September 20, 2012.  The September 2011 Note is also convertible at the option of the September 2011 Investor into securities sold in the Company’s next equity financing with gross proceeds to the Company in excess of $100.  In connection with the issuance of the September 2011 Note, the Company also issued to the September 2011 Investor a warrant to purchase 5,556 shares of the Company’s Common Stock at an exercise price of $0.0225 per share. The Company ascribed a value of $7 to the warrants, which was recorded as a discount to short-term debt in the balance sheet.

In December 2011, the Company entered into a the December 2011 Purchase Agreement with the December 2011 Investors. Under the terms of the December 2011 Purchase Agreement, the Company issued the December 2011 Notes to the December 2011 Investors.  The December 2011 Notes bear interest at the rate of 10% per annum, and have a maturity date of December 20, 2012.  The December 2011 Notes are also convertible at the option of the December 2011 Investors into securities sold in the Company’s next equity financing with gross proceeds to the Company in excess of $100.  In connection with the issuance of the December 2011 Note, the Company also issued to the December 2011 Investors warrants to purchase an aggregate of 5,556 shares of the Company’s Common Stock at an exercise price of $0.0225 per share. The Company ascribed a value of $13 to the warrants, which was recorded as a discount to short-term debt in the balance sheet.

 

 

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     During the year ended December 31, 2011, the Company exercised its option related to the terms of its classes of preferred stock and made dividend payments in kind. For the year ended December 31, 2011, the Company issued an aggregate of 67 shares of Series A-1 Preferred Stock, 870 shares of Series B Preferred Stock and 305 shares of Series C Preferred Stock in payment of dividends.

Interest expense associated with the Company’s indebtedness for the years ended December 31, 2011 and 2010, was $27 and $2,039, respectively, of which $24 and $1,974, respectively, was related party expense. Amortization of debt discount and deferred financing costs included in interest expense for the year ended December 31, 2011 and 2010, was $3 and $1,776, respectively, of which $3 and $1,719, respectively, was related party expense.

Contractual Obligations

The Company had the following material commitments as of December 31, 2011:

		Payments due by period
Contractual obligations		Total				2012				2013				2014				2015				2016				Thereafter
Short-term note payable (1)			1,100				1,100				-				-				-				-				-
Operating lease commitments (2)			1,366				267				275				283				292				249				-
Total contractual cash obligations		$	2,466			$	1,367			$	275			$	283			$	292			$	249			$	-

1.	The Company extended the lease on its offices in April 2010.  The base rent decreased by approximately 6% in November 2011 and will increase by approximately 3% per annum over the term of the new lease, which expires on October 31, 2016.

 

As of December 31, 2011, the Company leased facilities in the United States totaling approximately 9,600 square feet. The Company’s rental expense was $271 and $281 for the years ended December 31, 2011 and 2010, , respectively. In addition to the base rent, the Company pays a percentage of the increase, if any, in operating cost incurred by its landlord in such year, over the operating expenses incurred by its landlord in the base year.

As of December 31, 2011, the Company's principal source of liquidity was its cash and cash equivalents of $307. Revenues increased in 2011 compared to 2010. Delays in closing new sales at the volumes required could result in the need for additional funds. However, there can be no assurance that additional funds will be available when needed or, if available, will be on favorable terms or in the amounts the Company may require. If adequate funds are not available when needed, the Company may be required to delay, scale back or eliminate some or all of its marketing and development efforts or other operations, which could have a material adverse effect on the Company's business, results of operations and prospects. As a result of this uncertainty, our auditors have expressed substantial doubt on our ability to continue as a going concern.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk. Any investments in fixed income securities are subject to interest rate risk and will fall in value if the market interest rates increase. The Company attempts to limit this exposure by investing primarily in short-term securities. The Company did not enter into any short-term security investments during the twelve months ended December 31, 2011.

Foreign Currency Risk . The Company operates a joint venture in China and from time-to-time could make certain capital equipment or other purchases denominated in foreign currencies. As a result, the Company's cash flows and earnings could be exposed to fluctuations in interest rates and foreign currency exchange rates. The Company would attempt to limit any such exposure through operational strategies and generally has not hedged currency exposure.

Future Results and Stock Price Risk. The Company's stock price may be subject to significant volatility. The public stock markets have experienced significant volatility in stock prices in recent years. The stock prices of technology companies have experienced particularly high volatility, including, at times, severe price changes that are unrelated or disproportionate to the operating performance of such companies. The trading price of the Company's Common Stock could be subject to wide fluctuations in response to, among other factors, quarter-to-quarter variations in operating results, announcements of technological innovations or new products by the Company or its competitors, announcements of new strategic relationships by the Company or its competitors, general conditions in the computer industry or the global

 

 

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economy generally, or market volatility unrelated to the Company's business and operating results. The impact and severity of the above factors could be exacerbated by the Company’s small public float and a lack of market liquidity for its Common Stock.

Item 8. Financial Statements and Supplementary Data

The Company's audited consolidated financial statements for the years ended December 31, 2011 and 2010, and for each of the years in the two-year period ended December 31, 2011, begin on page F-1 of this Annual Report on Form 10-K, and are incorporated into this item by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

The Company carried out an evaluation as of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to paragraph (b) of Rule 13a-15 and 15d-15 under the Exchange Act. Based on that review, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act (1) is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (2) is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

The Company does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedures are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The Company considered these limitations during the development of its disclosure controls and procedures, and will continually reevaluate them to ensure they provide reasonable assurance that such controls and procedures are effective.

Internal Control over Financial Reporting

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its internal control over financial

 

 

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reporting pursuant to applicable rules under the Securities Exchange Act of 1934, as amended.  In making this assessment, the Company’s management used the criteria established in “Internal Control, Integrated Framework” issued by the Committee Sponsoring Organization of the Treadway Commission (COSO). Based on this evaluation, the Company’s management has concluded that, as of December 31, 2010, our internal control over financial reporting was effective. There are inherent limitations to the effectiveness of any system of internal control over financial reporting. Accordingly, even an effective system of internal control over financial reporting can only provide reasonable assurance with respect to financial statement preparation and presentation in accordance with accounting principles generally accepted in the United States of America. Our internal controls over financial reporting are subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time.

 

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2011 that our certifying officers concluded materially affected, or are reasonably likely to materially affect, our internal control over financial reporting .

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

The following table sets forth certain information concerning the Company’s directors and executive officers:

Name	Age	Positions with the Company
Philip S. Sassower, Chairman	72	Chairman and Chief Executive Officer
Andrea Goren	44	Director and Chief Financial Officer
William Keiper	61	President and Chief Operating Officer
Stanley Gilbert	71	Director
Jeffrey Holtmeier	54	Director
David E. Welch	63	Director

The business experience of each of the directors and executive officers for at least the past five years includes the following:

Philip S. Sassower has served as the Company’s Chairman and Chief Executive Officer since August 2010.  Mr. Sassower is a Managing Director of SG Phoenix LLC, a private equity firm, and has served in that capacity since May 2003. Mr. Sassower has also been Chief Executive Officer of Phoenix Enterprises LLC, a private equity firm, and has served in that capacity since 1996. In addition, Mr. Sassower has served as Chief Executive Officer of Xplore Technologies Corp. (OTCQB: XLRT) since February 2006 and has been a director of Xplore Technologies Corp. and served as Chairman of its board of directors since December 2004. On May 13, 2008, Mr. Sassower was named Chairman of the Board of The Fairchild Corporation (NYSE: FA), a motorcycle accessories and aerospace parts and services company. On March 18, 2009, The Fairchild Corporation and 61 subsidiaries filed a petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court, District of Delaware. On January 7, 2010, The Fairchild Corporation’s plan of liquidation was declared effective and the company’s board of directors was relieved of its duties. Mr. Sassower also served as Chairman of the Board of the Company from 1998 to 2002 and as Co-Chief Executive Officer of the Company from 1997 to 1998. Mr. Sassower is co-manager of the managing member of Phoenix

 

 

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Venture Fund LLC. Mr. Sassower’s qualifications to serve on the Board of Directors include more than 40 years of business and investment experience. Mr. Sassower has developed extensive experience working with management teams and boards of directors, and in acquiring, investing in and building companies and implementing changes.

Andrea Goren has served as a director since August 2010.  Mr. Goren was appointed the Company’s Chief Financial Officer in December 2010.  Mr. Goren is a Managing Director of SG Phoenix LLC, a private equity firm, and has served in that capacity since May 2003 and has been associated with Phoenix Enterprises LLC since January 2003. Prior to that, Mr. Goren served as Vice President of Shamrock International, Ltd., a private equity firm, from June 1999 to December 2002. Mr. Goren has been a director of Xplore Technologies Corp. (OTCQB: XLRT) since December 2004 and of The Fairchild Corporation (NYSE: FA) from May 2008 to January 2010. On March 18, 2009, The Fairchild Corporation and 61 subsidiaries filed a petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court, District of Delaware. Mr. Goren is co-manager of the managing member of Phoenix Venture Fund LLC. Mr. Goren’s qualifications to serve on the Board of Directors include his experience and knowledge acquired in approximately 12 years of private equity investing. Mr. Goren has played a significant role in SG Phoenix LLC’s private equity investments and has developed extensive experience working with management teams and boards of directors, including at numerous public companies affiliated with SG Phoenix LLC.

William Keiper was appointed the Company’s President and Chief Operating Officer in December 2010. Mr. Keiper is Managing Partner of First Global Partners LLC where he specializes in working with investors and Boards of Directors in resolving issues related to business continuity, performance and sustainable value creation. Mr. Keiper has over 30 years of business experience, more than 18 of which have been in the management of software, technology and IT product distribution and services organizations. He was President and Chief Executive Officer of Hypercom Corporation (NYSE: HYC) from 2005 to 2007 and served as a member of its Board of Directors from 2000 to 2007. He was Chairman and Chief Executive Officer of Arrange Technology LLC, a software development services outsourcing company, from 2002 to 2005. From 1997 to 2002, he served as a principal in mergers and acquisitions firms serving middle market software and IT services companies. He was Chief Executive Officer of Artisoft, Inc., a public networking and communications software company, from 1993 to 1997, and its Chairman from 1995 to 1997. He held several executive positions, including President and Chief Operating Officer, of MicroAge, Inc., an indirect sales-based IT products distribution and services company, from 1986 to 1993, where he was a key executive in helping to profitably drive more than a billion dollar revenue increase over the course of his tenure with the company.

Stanley L. Gilbert has served as a director since October 2011. Mr. Gilbert has more than 45 years experience as a lawyer with primary specialties in wills, trusts, estate planning and administration, as well as tax planning. Mr. Gilbert is Founder, and, has been President of Stanley L. Gilbert PC since 1982. Mr. Gilbert has also been a partner of a number of law firms, including Nager Korobow, Bell Kallnick Klee and Green, and Migdal Pollack Rosenkrantz and Sherman. Mr. Gilbert has served as a Director of Planned Giving at Columbia University Medical Center’s Nathaniel Wharton Fund, which supports a broad variety of projects in basic research, clinical care and teaching since 2001. Mr. Gilbert was elected by a majority of CIC’s Series C and Series B Preferred stockholders voting together as a separate class on an as converted to common stock basis, and serves on CIC’s audit and compensation committees. Mr. Gilbert’s qualifications to serve on the Board of Directors include his significant tax and accounting expertise acquired through his years of practicing law.

Jeffrey Holtmeier has served as a director since August 2011. Mr. Holtmeier has more than 25 years of successful entrepreneurship in the technology and communications fields. As CEO of GENext from 2001 to present, and through its subsidiary China US Business Development, LLC, Mr. Holtmeier has assisted many US companies in establishing relationships in China, where he also co-founded Koncept International, Inc., a Chinese-based VoIP and digital media technology company. Prior to his involvement in the Chinese market, Mr. Holtmeier founded, built over seventeen years and successfully sold InfiNET in 2001 to Teligent, a NASDAQ listed company. Mr. Holtmeier was a recipient of the prestigious Ernst & Young, NASDAQ/USA Today “Entrepreneur of the Year” award in 1999, and has served on the boards of numerous corporations and non-profit organizations. He will serve on CIC’s audit and compensation committees.   Mr. Holtmeier’s qualifications to serve on the Board of Directors include his experience as a successful entrepreneur and his experience in establishing business relationships in China.

 

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David E. Welch has served as   a director since March 2004. From July 2002 to present Mr. Welch has been the principal of David E. Welch Consulting, a financial consulting firm. Mr. Welch has also been Vice President and Chief Financial Officer of American Millennium Corporation, Inc., a provider of satellite based asset tracking and reporting equipment, from April 2004 to present. Mr. Welch was Vice President and Chief Financial Officer of Active Link Communications, a manufacturer of telecommunications equipment, from 1999 to 2002.  Mr. Welch has held positions as Director of Management Information Systems and Chief Information Officer with Micromedex, Inc. and Language Management International from 1995 through 1998. Mr. Welch other directorships have been with AspenBio Pharma, Inc., from 2004 to present, PepperBall Technologies, Inc. from January 2007 to January 2009 and Advanced Nutraceuticals, Inc., from 2003 to 2006. Mr. Welch is a Certified Public Accountant licensed in the state of Colorado. Mr. Welch’s qualifications to serve on the Board of Directors include his significant accounting and financial expertise.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company's officers, directors and persons who own more than ten percent of a registered class of the Company's equity securities to file certain reports with the Securities and Exchange Commission (the "SEC") regarding ownership of, and transactions in, the Company's securities. These officers, directors and stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) reports that are filed with the SEC.  The following Section 16 filings were not timely filed for the year ended December 31, 2011: the Form 3 for MDNH Partners LP dated January 20, 2011, the three Form 4s for MDNH Partners LP dated January 20, 2011, the Form 4 for former director Francis Elenio dated February 4, 2011, the Form 4 for former director Kurt Amundson dated February 4, 2011, the Form 4 for Andrea Goren dated February 4, 2011, the Form 4 for Philip Sassower dated February 4, 2011, the Form 4 for David Welch dated February 4, 2011 the two Form 4s for William Keiper dated April 13, 2011, the Form 4 for Andrea Goren dated August 17, 2011, the Form 3 for Stan Gilbert dated November 3, 2011, the Form 3 for Jeffrey Holtmeier dated November 4, 2011, and the Form 4 for William Keiper dated November 4, 2011.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics, referred to as our Code of Business Conduct and Ethics, which applies to all of our directors, officers, and employees, including our principal executive officer, our principal financial and accounting officer, and our Chief Technology officer. A copy of the Code of Business Conduct and Ethics is posted on the Company’s web site, at www.cic.com .

Audit Committee Financial Expert

Mr. Welch serves as the Audit Committee’s financial expert. Each member of the Audit Committee is independent as defined under the applicable rules and regulations of the SEC and the director independence standards of the NASDAQ Stock Market, as currently in effect.

 

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Item 11. Executive Compensation

Summary Compensation Table (in dollars)

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($) (4)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value And Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Philip S Sassower Chairman and CEO	2011 2010	−(1) − (1)	− −	− −	$27,315      −	− −	− −	−  −	$27,315 −
William Keiper, President	2011 2010	−(2) −(2)	− −	− −	$74,148          −	− −	− −	−  −	$74,148 −
Andrea Goren, CFO	2011 2010	-(3) -(3)	 	 	$59,615     	 	 	  	$59,615 −

 

1.	Mr. Sassower was appointed Chairman of the Board and Chief executive officer on August 5, 2010, and receives no compensation.

2.	Mr. Keiper was appointed President and Chief Operating Officer on December 7, 2010. Mr. Keiper receives no salary compensation from the Company.

3.	Mr. Goren was appointed Chief Financial Officer on December 7, 2010. Mr. Goren receives no compensation from the Company.

4.

The amounts provided in this column represent the aggregate grant date fair value of option awards granted to our officers, as calculated in accordance with FASB ASC Topic 718, Stock Compensation. Mr. Sassower has 333,600 options that are vested and exercisable within sixty days of December 31, 2011.  Mr. Keiper has 1,999,996 options that are vested and exercisable within sixty days of December 31, 2011. Mr. Goren has 1,168,600 options that are vested and exercisable within sixty days of December 31, 2011. In accordance with applicable regulations, the value of such options does not reflect an estimate for features related to service-based vesting used by the Company for financial statement purposes. See footnote 10 in the Notes to Consolidated Financial Statements included with this report on Form 10-K.

Mr. Keiper is retained by the Company through an Advisory Services Agreement (“Agreement”) with First Global Partners, LLC (“FGP’). Mr. Keiper is Managing Partner of FGP. The term of the agreement is two years unless terminated earlier and will automatically renew for additional one year periods upon the same terms and conditions unless either party notifies the other in writing of its intent to terminate at least 90 days prior to the then-current term. FGP receives a cash sum payment of $20,000 (“Cash Fee”) per month. In addition, FPG is eligible for, but not entitled to receive, an annual cash performance fee of up to thirty-five percent (35%) of the Cash Fee during a given year or prorated portion thereof. Such performance fee, if any, will be awarded based upon the sole discretion of the Company’s Board of Directors. No performance fee was paid to FGP in 2011. FGP shall furnish, at FGP's own expense, all materials and equipment necessary to carry out the terms of this Agreement.  The Company agrees to pay FGP for reasonable and documented out of pocket expenses incurred for Services rendered by FGP during the term of the Agreement. FGP shall obtain written approval of the Company prior to incurring any significant expense.

 

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Mr. Goren is retained by the Company through an Advisory Services Agreement (“Agreement”) with SG Phoenix, LLC (“SGP”). Mr. Goren and Mr. Sassower are managing members of SGP. The term of the agreement is two years unless terminated earlier and will automatically renew for additional one year periods upon the same terms and conditions unless either party notifies the other in writing of its intent to terminate at least 90 days prior to the then-current term. SGP receives a cash sum payment of $15,000 (“Cash Fee”) per month. In addition, SGP is eligible for, but not entitled to receive, an annual cash performance fee of up to thirty-five percent (35%) of the Cash Fee during a given year or prorated portion thereof. Such performance fee, if any, will be awarded based upon the sole discretion of the Company’s Board of Directors. No performance fee was paid to SGP in 2011. SGP shall furnish, at SGP's own expense, all materials and equipment necessary to carry out the terms of this Agreement.  The Company agrees to pay SGP for reasonable and documented out of pocket expenses incurred for Services rendered by SGP during the term of the Agreement. SGP shall obtain written approval of the Company prior to incurring any significant expense.

Outstanding Equity Awards at Fiscal 2011 Year End

The following table summarizes the outstanding equity award holdings held by our named executive officers. The amounts are not stated in thousands.

	Name and Principal Position	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date
	Philip S. Sassower, Chairman and CEO	250,300(1)	749,700(1)	$0.0649	01/28/2018
	William Keiper, President	1,333,330(2)	6,666,670(2)	$0.0250	08/11/2018
	Andrea Goren, Chief Financial Officer	250,300(3) 418,500(4)	749,700(3) 4,581,500(4)	$0.0649 $0.0250	01/28/2018 08/11/2018

(1)Mr. Sassower’s 1,000,000 options were granted on January 28, 2011, vest pro rata quarterly over three years, and expire on January 28, 2018.

(2)Mr. Keiper's 8,000,000 options were granted on August 11, 2011, vest pro rata quarterly over three years, and expire on August 11, 2018.

(3)Mr. Goren's 1,000,000 options were granted on January 28, 2011, vest pro rata quarterly over three years, and expire on January 28, 2018.

 

(4) Mr. Goren's 5,000,000 options were granted on August 11, 2011, vest pro rata quarterly over three years, and expire on August 11, 2018.

Option Exercises and Stock Vested

There were no stock options exercised in 2011.

 

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Director Compensation

The following table provides information regarding the compensation of the Company’s non-employee directors for the year ended December 31, 2011:

Name	Fees Earned or Paid in Cash	Stock Awards	Option Awards (1)	Non-Equity Incentive Plan Compensation	Non-qualified Deferred Compensation Earnings	All Other Compensation	Total
Current Directors
Stanley Gilbert (2)	$    1,000	$        ─	$     17,900	$         ─	$          ─	$          ─	$    18,900
Jeffrey Holtmeier(3)	$    1,000	$        ─	$     19,900	$         ─	$          ─	$          ─	$    20,900
David Welch (4)	$    1,000	$        ─	$     50,500	$         ─	$          ─	$          ─	$    51,500
Former Directors
Kurt Amundson (5)	$        ─	$        ─	$     50,500	$         ─	$          ─	$          ─	$    50,500
Francis Elenio (6)	$        ─	$        ─	$     50,500	$         ─	$          ─	$          ─	$    50,500

(1)

The amounts provided in this column represent the aggregate grant date fair value of option awards granted to the Companies’ directors in the fiscal year ended December 31, 2011 as calculated in accordance with FASB ASC Topic 718, Stock Compensation. The aggregate number of option awards outstanding for each director as of December 31, 2011 is as follows:

 

(2)	Mr. Gilbert received a stock option grant on November 7, 2011, to purchase 1,000,000 shares of the Company’s Common Stock at an exercise price of $0.023 per share. The shares will vest quarterly over three years and have a seven year life from the date of grant.

 

(3)	Mr. Holtmeier received a stock option grant on August 11, 2011,to purchase 1,000,000 shares of the Company’s Common Stock at an exercise price of $0.025 per share. The shares will vest quarterly over three years and have a seven year life from the date of grant.

 

(4)	Mr. Welch received a stock option grant on January 28, 2011 to purchase 1,000,000 shares of the Company’s Common Stock at an exercise price of $0.06 per share. The shares will vest quarterly over three years and have a seven year life from the date of grant.

 

(5)	Mr. Amundson received a stock option grant on January 28, 2011 to purchase 1,000,000 shares of the Company’s Common Stock at an exercise price of $0.06 per share. Mr. Amundson resigned from the Board on July 10, 2011.

 

(6)	Mr. Elenio received a stock option grant on January 28, 2011 to purchase 1,000,000 shares of the Company’s Common Stock at an exercise price of $0.06 per share. Mr. Elenio resigned from the Board on October 19, 2011.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information as of March 15, 2012, with respect to the beneficial ownership of (i) any person known to be the beneficial owner of more than 5% of any class of voting securities of the Company, (ii) each director and director nominee of the Company, (iii) each of the current executive officers of the Company named in the Summary Compensation Table under the heading "Executive Compensation" and (iv) all directors and executive officers of the Company as a group.  Except as indicated in the footnotes to this table (i) each person has sole voting and investment power with respect to all shares attributable to such person and (ii) each person’s address is c/o Communication Intelligence Corporation, 275 Shoreline Drive, Suite 500, Redwood Shores, California 94065-1413. The amounts are not stated in thousands.

	Common Stock			Series A-1 Preferred Stock			Series B Preferred Stock			Series C Preferred Stock
Name of Beneficial Owner	Number of Shares (1)	Percent Of Class (1)		Number of Shares (2)	Percent Of Class (2)		Number of Shares (3)	Percent Of Class (3)		Number of Shares (4)	Percent Of Class (4)
Andrea Goren (5)	341,687,228	66.7%		−	−		5,430,521	59.6%		1,651,610	43.2%
Philip S. Sassower (6)	340,204,822	66.9%		−	−		5,407,422	59.4%		1,640,237	42.8%
Stanley Gilbert (7)	39,130,028	15.0%		−	−		115,494	1.3%		328,488	8.6%
Jeffrey Holtmeier (8)	1,250,300	*		−	−		−	−		−	−
David E. Welch (9)	5 91,900	*		−	−		−	−		−	−

 

 

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	Common Stock			Series A-1 Preferred Stock			Series B Preferred Stock			Series C Preferred Stock
Name of Beneficial Owner	Number of Shares (1)	Percent Of Class (1)		Number of Shares (2)	Percent Of Class (2)		Number of Shares (3)	Percent Of Class (3)		Number of Shares (4)	Percent Of Class (4)
William Keiper (10)	20,870,128	8.4%			−		−	−		207,078	5.8%
All directors and executive officers as a group (6 persons) (11)	406,002,039	71.7%		−	−		5,546,015	60.0%		2,187,176	57.2%
5% Shareholders
Phoenix Venture Fund LLC (12)	337,731,632	66.5%		−	−		5,407,422	59.4%		1,640,237	42.9%
Michael W. Engmann (13)	61,034,902	22.0%		523,987	59.5%		1,502,612	16.5%		220,764	6.2%

___________

*           Less than 1%.

1.

Shares of Common Stock beneficially owned and the respective percentages of beneficial ownership of Common Stock assumes the exercise or conversion of all options, warrants and other securities convertible into Common Stock, including shares of Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of March 20, 2012. Shares issuable pursuant to the exercise of stock options and warrants exercisable within 60 days of March 20, 2012, or securities convertible into Common Stock within 60 days of March 20, 2012 are deemed outstanding and held by the holder of such shares of Common Stock, options, warrants, or other convertible securities, including shares of Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, for purposes of computing the percentage of outstanding Common Stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of outstanding Common Stock beneficially owned by any other person. The percentage of beneficial ownership of Common Stock beneficially owned is based on 228,974,338 shares of Common Stock, 880,352 shares of Series A-1 Preferred Stock, 9,110,618 shares of Series B Preferred Stock and 3,824,788 shares of Series C Preferred Stock outstanding as of March 15, 2012. The shares of Common Stock beneficially owned and the respective percentages of beneficial ownership of Common Stock stated in these columns assume conversion of shares of Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock.

2.

Each outstanding share of Series A-1 Preferred Stock is presently convertible into 7.1429 shares of Common Stock. The shares of Series A-1 Preferred Stock beneficially owned and the respective percentages of beneficial ownership of Series A-1 Preferred Stock stated in these columns reflect ownership of shares of Series A-1 Preferred Stock, and not shares of Common Stock issuable upon conversion of shares of Series A-1 Preferred Stock at this ratio. The percentage of beneficial ownership of Series A-1 Preferred Stock beneficially owned is based on 880,353 shares of Series A-1 Preferred Stock outstanding as of March 20, 2012.

3.

Each outstanding share of Series B Preferred Stock is presently convertible into 23.0947 shares of Common Stock. The shares of Series B Preferred Stock beneficially owned and the respective percentages of beneficial ownership of Series B Preferred Stock stated in these columns reflect ownership of shares of Series B Preferred Stock, and not shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock at this ratio. The percentage of beneficial ownership of Series B Preferred Stock beneficially owned is based on 9,110,618 shares of Series B Preferred Stock outstanding as of March 20, 2012.

4.

Each outstanding share of Series C Preferred Stock is presently convertible into 44.444 shares of Common Stock. The shares of Series C Preferred Stock beneficially owned and the respective percentages of beneficial ownership of Series C Preferred Stock stated in these columns reflect ownership of shares of Series C Preferred Stock, and not shares of Common Stock issuable upon conversion of shares of Series C Preferred Stock at this ratio. The percentage of beneficial ownership of Series C Preferred Stock beneficially owned is based on 3,824,789 shares of Series C Preferred Stock outstanding as of March 20, 2012.

 

 

 

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5.

Represents (a) 19,000 shares of Common Stock held by Mr. Goren (b) 1,668,400 shares issuable to Mr. Goren upon the exercise of options exercisable within 60 days here of, (c) 533,464 shares of Common Stock issuable upon the conversion of 23,099 shares of Series B Preferred Stock held by Andax LLC (d) 544,533 share of Common Stock issuable upon the conversion of 12,252 shares of Series C Preferred Stock held by Andax LLC, (e) 1,189,464 shares of Common Stock issuable upon the exercise of warrants held by Andax LLC and (f) includes Company securities beneficially owned by Phoenix. Please see footnote 12 below for information concerning Phoenix’s beneficial ownership.  Mr. Goren is managing member Andax LLC and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. Along with Mr. Sassower, Mr. Goren is the co-manager of SG Phoenix Ventures LLC, which has the power to vote and dispose of the shares held by Phoenix and, accordingly, Mr. Goren may be deemed to be the beneficial owner of the shares owned by Phoenix. SG Phoenix Ventures LLC, Mr. Goren and Mr. Sassower each disclaim beneficial ownership of the shares owned by Phoenix, except to the extent of their respective pecuniary interests therein. Mr. Goren’s address is 110 East 59th Street, Suite 1901, New York, NY 10022.

 

6.

Represents (a) 2,055,556 shares of Common Stock held by Mr. Sassower (b) 416,900 shares issuable to Mr. Sassower upon the exercise of options exercisable within 60 days here of, and (c) includes shares of Common Stock Company securities beneficially owned by Phoenix. Please see footnote 12 below for information concerning shares of Common Stock beneficially owned by Phoenix’s beneficial ownership. Along with Mr. Goren, Mr. Sassower is the co-manager of SG Phoenix Ventures LLC, which has the shared power to vote and dispose of the shares of Common Stock held by Phoenix and, accordingly, Mr. Sassower may be deemed to be the beneficial owner of the shares owned by Phoenix. SG Phoenix Ventures LLC, Mr. Goren and Mr. Sassower each disclaim beneficial ownership of the shares owned by Phoenix, except to the extent of their respective pecuniary interests therein. In addition to the shares beneficially owned by Phoenix, Mr. Sassower owns 2,055,556 shares of Common Stock. Mr. Sassower’s address is 110 East 59th Street, Suite 1901, New York, NY 10022.

7.

Represents (a) 3,734,749 shares of Common Stock held by Mr. Gilbert, (b) 28,485 shares of Common Stock held by Stanley Gilbert P.C., (c) 1,783,035 shares of Common Stock held by Galaxy LLC, (d) 2,147,117 shares of Common Stock held by Mrs. Stanley Gilbert, (e) 14,002,877 shares of Common Stock issuable upon the exercise of warrants held by Mr. Gilbert, (f) 167,000 shares of Common Stock issuable upon the exercise of options exercisable within 60 days hereof held by Mr. Gilbert, (g) 2,667,298 shares of Common Stock issuable upon the conversion of 115,494 shares of Series B Preferred Stock held by Mr. Gilbert, and (h) 14,599,467 shares of Common Stock issuable upon the exercise of 328,488 shares of Series C Preferred Stock held by Mr. Gilbert.  As manager of Galaxy LLC, Mr. Gilbert has the power to vote and dispose of the shares of Common Stock held by Galaxy LLC, and, accordingly, Mr. Gilbert may be deemed to be the beneficial owner of the shares owned by Galaxy LLC.

8.

Represents (a) 250,300 shares of Common Stock issuable upon the exercise of options exercisable within 60 days hereof and (b) 1,000,000 shares of Common Stock issuable upon the exercise of warrants exercisable within 60 days hereof beneficially owned by China U.S. Business Development, LLC (“CUBD”).  As manager of CUBD, Mr. Holtmeier has the power to vote and dispose of the shares of Common Stock held by CUBD and, accordingly, Mr. Holtmeier may be deemed to be the beneficial owner of the shares owned by CUBD.

9.	Represents 591,900 shares of Common Stock issuable upon the exercise of options exercisable within 60 days hereof.

10.

Represents (a) 2,999,994 shares of Common Stock issuable upon the exercise of options exercisable within 60 days hereof (b) 9,203,467 shares issuable upon the conversion of 207,078 shares of Series C Preferred Stock, and (b) an aggregate of 8,666,667 shares of Common Stock issuable upon exercise of warrants exercisable within 60 days hereof beneficially owned by FirstGlobal Partners LLC (“FirstGlobal”). As manager of FirstGlobal, Mr. Keiper has the power to vote and dispose of the shares of Common Stock held by FirstGlobal and, accordingly, Mr. Keiper may be deemed to be the beneficial owner of the shares owned by FirstGlobal.

 

 

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11.

Includes shares of Common Stock beneficially owned by Phoenix. Please see footnote 12 below for information concerning shares of Common Stock beneficially owned by Phoenix. Mr. Sassower and Mr. Goren are the co-managers of SG Phoenix Ventures LLC, which has the shared power to vote and dispose of the shares of Common Stock held by Phoenix and, accordingly, Mr. Sassower and Mr. Goren may be deemed to be the beneficial owner of the shares owned by Phoenix. SG Phoenix Ventures LLC, Mr. Sassower and Mr. Goren each disclaim beneficial ownership of the shares owned by Phoenix, except to the extent of their respective pecuniary interests therein. The amount stated above includes 2,085,300 shares issuable upon the exercise of options within 60 days of March 15, 2011.

12.

Represents (a) 58,576,054 shares of Common Stock, (b) 81,374,096 shares of Common Stock issuable upon the conversion of warrants (c) 124,882,789 share of Common Stock issuable upon the conversion of 5,407,422 shares of Series B Preferred stock and (d) 72,898,693 shares of Common Stock issuable upon the conversion of 1,640,237 shares of Series C Preferred Stock. See the following table for more detail.

	Common Shares	Warrants	Series B Preferred Stock As If Converted to Common Stock	Series C Preferred Stock As If Converted to Common Stock	Series B Preferred Stock	Series C Preferred Stock
Phoenix Venture Fund LLC	55,783,562	63,548,571	124,882,789	71,222,977	5,407,422	1,602,533
SG Phoenix Ventures LLC	2,792,492	10,714,414
Phoenix Enterprises Family Fund LLC		1,555,556		1,675,717		37,704
Phoenix Banner Holdings LLC		5,555,555
	58,576,054	81,374,096	124,882,789	72,898,694	5,407,422	1,640,237

SG Phoenix Ventures LLC is the Managing Member of Phoenix, with the power to vote and dispose of the shares of Common Stock held by Phoenix. Accordingly, SG Phoenix Ventures LLC may be deemed to be the beneficial owner of such shares. Andrea Goren is the co-manager of SG Phoenix Ventures LLC, has the shared power to vote and dispose of the shares of Common Stock held by Phoenix and, as such, may be deemed to be the beneficial owner of the common shares owned by Phoenix and by SG Phoenix LLC, of which he is a member. Philip Sassower is the co-manager of SG Phoenix Ventures LLC, has the shared power to vote and dispose of the shares of Common Stock held by Phoenix and, as such, may be deemed to be the beneficial owner of the common shares owned by Phoenix and by SG Phoenix LLC, of which he is a member. SG Phoenix Ventures LLC, Mr. Goren and Mr. Sassower each disclaim beneficial ownership of the shares owned by Phoenix, and Mr. Goren and Mr. Sassower each disclaim beneficial ownership of the shares owned by SG Phoenix LLC, except to the extent of their respective pecuniary interests therein. The address of these stockholders is 110 East 59th Street, Suite 1901, New York, NY 10022.

13.

Represents (a) 12,778,049 shares of Common Stock beneficially owned by Mr. Engmann, of which 4,041,140 are held by MDNH Partners, L.P. and 1,243,564 are held by KENDU Partners Company, (b) 3,742,764 shares of Common Stock issuable upon the conversion of shares of Series A-1 Preferred Stock beneficially owned by Mr. Engmann, of which 621,350 are issuable to MDNH Partners, L.P. and 3,083,743 are issuable to KENDU Partners Company, (c) 34,702,356 shares of Common Stock issuable upon the conversion of shares of Series B Preferred Stock beneficially owned by Mr. Engmann, of which 8,126,582 are issuable to MDNH Partners, L.P. and 2,916,697 are issuable to KENDU Partners Company; and (d) 9,811,733 shares of Common Stock issuable upon the conversion of shares of Series C Preferred Stock beneficially owned by Mr. Engmann, of which 4905867 are issuable to MDNH Partners, L.P. Mr. Engmann’s address is 220 Bush Street, No. 660, San Francisco, CA 94104. (See note 5 to the Consolidated Financial Statements).

 

 

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Equity Compensation Plan Information

The following table provides information as of December 31, 2011, regarding our compensation plans (including individual compensation arrangements) under which equity securities are authorized for issuance:

	Number of Securities To Be Issued Upon Exercise of Outstanding Options and Rights	Weighted-Average Exercise Price Of Outstanding Options and Rights	Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans
Equity Compensation Plans Approved by Security Holders
1999 Stock Option Plan	924	$          0.56	−
Equity Compensation Plans Not Approved by Security Holders
2009 Stock Compensation Plan	2,379	0.10	4,548
Non Plan Stock Options	3,479	0.50	−
2011 Stock Compensation Plan	44,571	$          0.05	5,429
Total:	51,353	$          0.09	9,977

Item 13. Certain Relationships and Related Transactions, and Director Independence

Procedures for Approval of Related Person Transactions

In accordance with our Code of Business Conduct and Ethics, we submit all proposed transactions involving our officers and directors and related parties, and other transactions involving conflicts of interest, to the Board of Directors or the Audit Committee for approval. Each of the related party transactions listed below that were submitted to our board were approved by a disinterested majority of our Board of Directors after full disclosure of the interest of the related party in the transaction.

Director Independence

The Board of Directors has determined that Messrs. Gilbert, Holtmeier, and Welch are “independent,” as defined under the rules of the NASDAQ Stock Market relating to director independence, and that Messrs. Sassower and Goren are not independent under such rules.  Messrs. Welch, Gilbert, and Holtmeier serve on the Compensation Committee of the Board of Directors.  Each of the members of the Compensation Committee are independent under the rules of the NASDAQ Stock Market relating to director independence.  Messrs. Welch, Gilbert and Holtmeier serve on the Audit Committee of the Board of Directors.  Under the applicable rules of the NASDAQ Stock Market and the SEC relating to independence of Audit Committee members, the Board of Directors has determined that Mr. Welch is independent and that Mr. Gilbert and Mr. Holtmeier are not.  Mr. Gilbert’s lack of independence stems solely from his beneficial ownership of 15.0% of the Company’s common stock, when such beneficial ownership is calculated in accordance with Exchange Act Rule 13d-3.  When calculated on a fully diluted basis, Mr. Gilbert beneficially owns only approximately 5% of the Company’s common stock.  For this reason, the Board of Directors has determined that Mr. Gilbert remains well suited to serving on the Company’s Audit Committee. Mr. Holtmeier's lack of independence stems solely from the fact that he was party to a consulting agreement under which he was paid $15,000 in the year ended December 31, 2011.  The Board has determined that the amount paid to Mr. Holtmeier under this contract is not material, and thus Mr. Holtmeier remains well suited to serving on the Audit Committee.

 

 

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Related Party Transactions

Phoenix Venture Fund LLC (“Phoenix”) is the beneficial owner of approximately 66.5% of the Common Stock of the Company when calculated in accordance with Rule 13d-3, and Michael W. Engmann, together with two affiliated entities, is the beneficial owner of approximately 22.0% of the Common Stock of the Company when calculated in accordance with Rule 13d-3.

In March 2011, the Company sold 800 shares of Series C Preferred Stock for proceeds of $800, net of approximately $121 in expenses, of which $50 went to SG Phoenix, LLC in payment of an administrative fee and $71 in expenses to third parties in connection with the financing.  In connection with the sale of the shares of Series C Preferred Stock, the Company issued warrants to purchase an aggregate of 35,556 shares of Common Stock with an exercise price of $0.0225 per share, which warrants are exercisable for a period of three years from the date of issuance. The Company recorded a beneficial conversion feature of $800 related to the intrinsic value of the conversion feature of the shares of Series C Preferred Stock.  The Company issued 305 shares of Series C Preferred Stock in payment of dividends for the year ended December 31, 2011.

In July 2011, the Company signed an agreement with China-US Business Development Corporation, (“CUBD”), to provide certain advisory and consulting services in relation to expanding distribution for certain CIC products in the People’s Republic of China. Specifically, introductions to targeted IT service companies, as well as facilitating meetings and assistance in negotiations for prospective partnerships. Jeffrey Holtmeier is the managing member of CUBD. Mr. Holtmeier was appointed to the Company’s board of directors on August 11, 2011.

Per the agreement CUBD is to be paid $20,000 in installments based upon reaching certain milestones. As of December 31, 2011, the Company has paid to CUBD $15,000. In addition, CUBD will receive a performance fee on any revenue it secured for the Company from a Chinese customer and/or partner equal to 7%, 5% and 3% of net revenue from such customer and/or partners during the first, second and third twelve months periods, respectively, of the Company’s relationship with such customer and/or partner.

On August 7, 2011, the board of directors approved and CUBD received a warrant to purchase one (1) million shares of the Company’s Common Stock at an exercise price of $0.025 per share. The warrant will vest in equal quarterly installments over a period of (18) eighteen months commencing on the date of issue. The vesting will accelerate upon attainment of $100,000 in net revenue, pursuant to CUBD’s agreement with the Company. The warrant has a three year life and expires on August 11, 2014.

In September 2011, the Company borrowed an aggregate of $100 from Phoenix and an employee of the Company and issued unsecured demand notes to each. These notes are due on demand and bear interest at the rate of 10% per annum. In addition the Company entered into the September 2011 Purchase Agreement the September 2011 Investor, an entity affiliated with Phoenix, the Company’s largest stockholder.  Under the terms of the September 2011 Purchase Agreement, the Company issued the September 2011 Note to the September 2011 Investor.  The September 2011 Note bears interest at the rate of 10% per annum, and has a maturity date of September 20, 2012.  The September 2011 Note is also convertible at the option of the September 2011 Investor into securities sold in the Company’s next equity financing with gross proceeds to the Company in excess of $100.  In connection with the issuance of the September 2011 Note, the Company also issued to the September 2011 Investor a warrant to purchase 5,556 shares of the Company’s Common Stock at an exercise price of $0.0225 per share. The Company ascribed a value of $7 to the warrants, which was recorded as a discount to short-term debt in the balance sheet.

In December 2011, the Company entered into the December 2011 Purchase Agreement with the December 2011 Investors, which December 2011 Investors included Philip Sassower. Under the terms of the December 2011 Purchase Agreement, the Company issued the December 2011 Notes to the December 2011 Investors.  The Notes bear interest at the rate of 10% per annum, and have a maturity date of December 20, 2012.  The December 2011 Notes are also convertible at the option of the December 2011 Investors into securities sold in the Company’s

 

 

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next equity financing with gross proceeds to the Company in excess of $100.  In connection with the issuance of the December 2011 Notes, the Company also issued to the December 2011 Investors warrant to purchase an aggregate of 5,556 shares of the Company’s Common Stock at an exercise price of $0.0225 per share. The Company ascribed a value of $13 to the warrants, which was recorded as a discount to short-term debt in the balance sheet.

During the year ended December 31, 2011, the Company exercised its option related to the terms of the preferred stock-related financing transactions and made dividend payments in kind. For the year ended December 31, 2011, the Company issued 67 shares of Series A-1 Preferred Stock, 870 shares of Series B Preferred Stock and 305 shares of Series C Preferred Stock in payment of dividends.

Interest expense associated with the Company’s indebtedness for the years ended December 31, 2011 and 2010, was $27 and $2,039, respectively, of which $24 and $1,974, respectively, was related party expense. Amortization of debt discount and deferred financing costs included in interest expense for the year ended December 31, 2011 and 2010 was $3 and $1,776, respectively, of which $3 and $1,719, respectively, was related party expense.

Item 14. Principal Accounting Fees and Services

Audit and other Fees. PMB Helin Donovan has been the Company’s auditors since May 2011. GHP Horwath, P.C. was the Company’s auditors from September 2006 to September 2011. During fiscal years 2011 and 2010, the fees for audit and other services performed by PMB Helin Donovan and GHP Horwath for the Company were as follows:

 

	Amount and percentage of fees
Nature of Services	2011			2010
Audit Fees	Audit fees are expected to be	$     65,000 (72%)		Audit fees are expected to be	$ 109,000 (76%)
Audit-Related Fees		$     18,000 (20%)			$   25,000 (18%)
Tax Fees	Tax fees are expected to be	$       7,000 (8%)		Tax fees are expected to be	$       9,000 (6%)
All Other Fees		$                       −			$                −
Total		$               90,000			$     143,000

 

Pre-Approval Policies.

 It is the policy of the Company not to enter into any agreement with its auditors to provide any non-audit services unless (a) the agreement is approved in advance by the Audit Committee or (b) (i) the aggregate amount of all such non-audit services constitutes no more than 5% of the total amount the Company pays to the auditors during the fiscal year in which such services are rendered, (ii) such services were not recognized by the Company as constituting non-audit services at the time of the engagement of the non-audit services and (iii) such services are promptly brought to the attention of the Audit Committee and prior to the completion of the audit are approved by the Audit Committee or by one or more members of the Audit Committee who are members of the board of directors to whom authority to grant such approvals has been delegated by the Audit Committee.  The Audit Committee will not approve any agreement in advance for non-audit services unless (x) the procedures and policies are detailed in advance as to such services, (y) the Audit Committee is informed of such services prior to commencement and (z) such policies and procedures do not constitute delegation of the Audit Committee’s responsibilities to management under the Securities Exchange Act of 1934, as amended.

The Audit Committee has considered whether the provision of non-audit services has impaired the independence of GHP Horwath, P. C. and PMB Helin Donovan has concluded that GHP Horwath, P.C. and PMB Helin Donovan are independent under applicable SEC and NASDAQ rules and regulations.

 

 

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

 

(a) The following documents are filed as part of this Annual Report on Form 10-K:

 

(1) Financial Statements

Index to Financial Statements

		Page
(a)(1)	Financial Statements
	Report of PMB Helin Donovan, Independent Registered Public Accounting Firm	F-1
	Report of GHP Horwath, P.C., Independent Registered Public Accounting Firm	F-2
	Consolidated Balance Sheets at December 31, 2011 and 2010	F-3
	Consolidated Statements of Operations for the years ended December 31, 2011 and 2010	F-4
	Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the years ended December 31, 2011 and 2010	F-5
	Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010	F-6
	Notes to Consolidated Financial Statements	F-8

 

(2) Financial Statement Schedules

 

All schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes thereto.

 

(3) Exhibits

 

The exhibits required by Item 601 of Regulation S-K are listed in paragraph (b) below.

 

(b) Exhibits.

 

The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the SEC as indicated below:

 

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Exhibit Number	Document
3.1	Certificate of Incorporation of the Company, as amended, incorporated herein by reference to Exhibits 3.1, 3.2, 3.3 and 3.4 to the Company's Registration Statement on Form 10 (File No. 000-19301).
3.2	Certificate of Amendment to the Company's Certificate of Incorporation (authorizing the reclassification of the Class A Common Stock and Class B Common Stock into one class of Common Stock) filed with the Delaware Secretary of State on November 1, 1991, incorporated herein by reference to Exhibit 3 to Amendment 1 on Form 8 to the Company's Form 8-A (File No. 000-19301).
3.3	Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State June 12, 1998, incorporated herein by reference to Exhibit 10.24 to the Company’s 1998 Form 10-K filed on April 6, 1999.
3.4	By-laws of the Company adopted on October 6, 1986, incorporated herein by reference to Exhibit 3.5 to the Company's Registration Statement on Form 10 (File No. 000-19301).
3.5	Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State January 24, 2001, incorporated herein by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S/1 filed on December 28, 2007.
3.6	Certificate of Elimination of the Company’s Certificate of Designation of the Series A Preferred Stock filed with the Delaware Secretary of State August 17, 2001, incorporated herein by reference to Exhibit 3.6 to the Company’s Registration Statement on Form S/1 filed on December 28, 2007.
3.7	Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State August 17, 2007, incorporated herein by reference to Exhibit 3.7 to the Company’s Registration Statement on Form S/1 filed on December 28, 2007.
3.8	Amended and Restated Certificate of Incorporation of the Company filed with the Delaware Secretary of State on May 18, 1995, incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
3.9	Certificate of Designations, Powers, Preferences and Rights of the Series A Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on June 4, 2008, incorporated herein by reference to Exhibit 4.23 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
3.10	Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on June 30, 2008, incorporated herein by reference to Exhibit 3.7 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
3.11	Certificate of Designations, Powers, Preferences and Rights of the Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on October 30, 2008, incorporated herein by reference to Exhibit 3.11 to the Company’s Annual Report on Form 10-K filed on March 12, 2009.
3.12	Certificate of Elimination of the Company’s Series A Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on December 30, 2008, incorporated herein by reference to Exhibit 3.12 to the Company’s Annual Report on Form 10-K filed on March 12, 2009.
3.13	Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on June 30, 2009, incorporated herein by reference to Exhibit 3.13 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2009.
3.14	Amendment No. 1 to By-laws dated June 17, 2010, incorporated herein by reference to Exhibit 3.14 to the Company’s Quarterly Report on Form 10-Q filed on August 16, 2010.
3.15	Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on August 4, 2010, incorporated herein by reference to Exhibit 3.15 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2010.
3.16	Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on August 4, 2010, incorporated herein by reference to Exhibit 3.16 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2010.

 

 

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Exhibit Number	Document
3.17	Certificate of Designation of Series B Participating Convertible Preferred Stock filed with the Delaware Secretary of State on August 4, 2010, incorporated herein by reference to Exhibit 3.17to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2010.
3.18	Certificate of Amendment to Amended And Restated Certificate of Incorporation filed with the Delaware Secretary of State on December 31, 2010, incorporated herein by reference to Exhibit 3.18 to the Company’s Annual Report on Form 10-K filed on March 30, 2011.
3.19	Second Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on December 31, 2010, incorporated herein by reference to Exhibit 3.19 to the Company’s Annual Report on Form 10-K filed on March 30, 2011.
3.20	Second Amended and Restated Certificate of Designation of Series B Participating Convertible Preferred Stock filed with the Delaware Secretary of State on December 31, 2010, incorporated herein by reference to Exhibit 3.20 to the Company’s Annual Report on Form 10-K filed on March 30, 2011.
3.21	Certificate of Designation of Series C Participating Convertible Preferred Stock filed with the Delaware Secretary of State on December 31, 2010, incorporated herein by reference to Exhibit 3.21 to the Company’s Annual Report on Form 10-K filed on March 30, 2011.
3.22	Amendment to the Amended And Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock, incorporated herein by reference to Exhibit 10.59 to the Company’s Current Report on Form 8-K filed March 31, 2011.
3.23	Amendment to the Amended And Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock, incorporated herein by reference to Exhibit 10.60 to the Company’s Current Report on Form 8-K filed March 31, 2011.
†4.10	1999 Stock Option Plan, as amended, incorporated herein by reference to Exhibit 4.2 to the Company's Form S-8 filed on September 19, 2008.
4.11	Form of Convertible Promissory Note issued by the Company, incorporated herein by reference to Exhibit 10.3 to the Company's Form 8-K filed on November 3, 2004.
4.12	Form of Warrant issued by the Company, incorporated herein by reference to Exhibit 10.4 to the Company's Form 8-K filed on November 3, 2004.
4.13	Form of Promissory Note issued by the Company, incorporated herein by reference to Exhibit 10.36 to the Company's Form 8-K filed on August 12, 2006.
4.14	Form of Warrant issued by the Company, incorporated herein by reference to Exhibit 10.37 to the Company's Form 8-K filed on August 12, 2006.
4.15	Form of Promissory Note issued by the Company, incorporated herein by reference to Exhibit 10.36 to the Company’s Form 8-K filed on February 9, 2007.
4.16	Form of Warrant issued by the Company, incorporated herein by reference to Exhibit 10.37 to the Company’s Form 8-K filed on February 9, 2007.
4.17	Form of Promissory Note issued by the Company, incorporated herein by reference to Exhibit 10.36 to the Company’s Form 8-K filed on June 20, 2007.
4.18	Form of Warrant issued the Company, incorporated herein by reference to Exhibit 10.37 to the Company’s Form 8-K filed on June 20, 2007.
4.19	Form of Common Stock Purchase Warrant issued by the Company, incorporated herein by reference to Exhibit 4.19 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
4.20	Form of Additional Common Stock Purchase Warrant, incorporated herein by reference to Exhibit 4.20 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
4.21	Form of Secured Promissory Note issued by the Company dated June 5, 2008, incorporated herein by reference to Exhibit 4.21 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
4.22	Form of Additional Secured Promissory Note, incorporated herein by reference to Exhibit 4.22 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.

 

 

31

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Exhibit Number	Document
4.23	Certificate of Designations, Powers, Preferences and Rights of the Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on October 30, 2008, incorporated herein by reference to Exhibit 4.23 to the Company’s Annual Report on Form 10-K filed on March 12, 2009.
4.24	Form of Secured Promissory Note issued by the Company dated May 28, 2009, incorporated herein by reference to Exhibit 4.24 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2009.
4.25	Form of Additional Secured Promissory Note, incorporated herein by reference to Exhibit 4.25 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2009.
4.26	Form of Common Stock Purchase Warrant issued by the Company, incorporated herein by reference to Exhibit 4.26 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2009.
4.27	Form of Additional Common Stock Purchase Warrant, incorporated herein by reference to Exhibit 4.27 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2009.
††10.19	Software Development and License Agreement dated December 4, 1998 between Ericsson Mobile Communications AB and the Company incorporated herein by reference to Exhibit 10.26 of the Company's 1998 Form 10-K (File No. 0-19301).
10.24	Form of Note and Warrant Purchase Agreement dated October 28, 2004, by and among the Company and the Purchasers identified therein, incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed on November 3, 2004.
10.25	Form of Registration Rights Agreement dated October 28, 2004, by and among the Company and the parties identified therein, incorporated herein by reference to Exhibit 10.2 to the Company's Form 8-K filed on November 3, 2004.
10.26	Form of Note and Warrant Purchase Agreement dated August 10, 2006, by and among the Company and the Purchasers identified therein, incorporated herein by reference to Exhibit 10.34 to the Company's Form 8-K filed on August 12, 2006.
10.26	Form of Note and Warrant Purchase Agreement dated August 10, 2006, by and among the Company and the Purchasers identified therein, incorporated herein by reference to Exhibit 10.34 to the Company's Form 8-K filed on August 12, 2006.
10.27	Form of Registration Rights Agreement dated August 10, 2006, by and among the Company and the parties identified therein, incorporated herein by reference to Exhibit 10.35 to the Company's Form 8-K filed on August 12, 2006.
†††10.28	Amendment dated May 31, 2005 to the License agreement dated December 22, 2000 between the Company and eCom Asia Pacific, Ltd., incorporated by reference to Exhibit 10.26 of the Company’s Form 10-K/A filed on September 15, 2005.
†††10.29	License agreement dated June 2, 2005 between the Company and SnapOn Credit LLC, incorporated herein by reference to Exhibit 10.27 of the Company’s Form 10-K/A filed on September 15, 2005.
†10.30	Amendment to employment agreement with Guido DiGregorio, incorporated herein by reference to the Company's Form 8-K filed on September 21, 2005.
†10.31	Amendment to employment agreement with Francis V. Dane, incorporated herein by reference to the Company's Form 8-K filed on September 21, 2005.
†10.32	Form of stock option agreement dated August 31, 2005 with Russel L. Davis, incorporated by reference to Exhibit 10.30 of the Company’s Form 10-K/A filed on September 15, 2006.
†10.33	Form of stock option agreement dated December 19, 2005 with Guido DiGregorio, incorporated by reference to Exhibit 10.30 of the Company’s Form 10-K/A filed on September 15, 2006.
†10.34	Form of stock option agreement dated August 31, 2005 with Francis V. Dane, incorporated by reference to Exhibit 10.30 of the Company’s Form 10-K/A filed on September 15, 2006.
†10.35	Form of stock option agreement dated August 31, 2005 with C. B. Sung, incorporated by reference to Exhibit 10.30 of the Company’s Form 10-K/A filed on September 15, 2006.
10.36	Form of Note and Warrant Purchase Agreement dated February 5, 2007, by and among the Company and the Purchasers identified therein, incorporated herein by reference to Exhibit 10.34 to the Company's Form 8-K filed on February 5, 2007.

 

 

32

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Exhibit Number	Document
10.37	Form of Registration Rights Agreement dated February 5, 2007, by and among the Company and the parties identified therein, incorporated herein by reference to Exhibit 10.35 to the Company's Form 8-K filed on February 5, 2007.
10.38	Amendment to the Note and Warrant Purchase Agreement dated February 5, 2007, by and among the Company and the parties identified therein, incorporated herein by reference to Exhibit 99.1 to the Company's Form 8-K filed on March 15, 2007.
10.39	Form of Note and Warrant Purchase Agreement dated June 15, 2007, by and among the Company and the Purchasers identified therein, incorporated herein by reference to Exhibit 10.34 to the Company's Form 8-K filed on June 15, 2007.
10.40	Form of Registration Rights Agreement dated June 15, 2007, by and among the Company and the parties identified therein, incorporated herein by reference to Exhibit 10.35 to the Company's Form 8-K filed on June 15, 2007.
10.41	Form of Securities Purchase and Registration Rights Agreement dated August 24, 2007, by and among the Company and Phoenix Venture Fund LLC, incorporated herein by reference to Exhibit 10.36 to the Company's Form 8-K filed on August 27, 2007.
†10.42	Consulting Agreement dated January 9, 2008 between the Company and GS Meyer & Associates LLC - Incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K filed on March 12, 2007.
10.43	Credit Agreement dated June 5, 2008, by and among the Company and the Lenders Party Hereto and SG Phoenix as Collateral Agent, incorporated herein by reference to Exhibit 10.41 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
10.44	Pledge and Security Agreement dated June 5, 2008, by and among the Company and the parties identified therein, incorporated herein by reference to Exhibit 10.42 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
10.44	Securities Purchase Agreement dated June 5, 2008, by and among the Company and the parties identified therein, incorporated herein by reference to Exhibit 10.43 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
10.45	Registration Rights Agreement dated June 5, 2008, by and among the Company and the parties identified therein, incorporated herein by reference to Exhibit 10.44 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
10.46	Amendment No. 1 to Credit Agreement dated May 28, 2009, by and among the Company, the Lenders and Additional Lenders Parties Hereto and SG Phoenix as Collateral Agent, incorporated herein by reference to Exhibit 10.46 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2009.
10.47	Amendment No. 1 to Registration Rights Agreement dated May 28, 2009, by and among the Company and the parties identified therein, incorporated herein by reference to Exhibit 10.47 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2009.
10.48	Salary Reduction Plan for Executive Officers of Communication Intelligence Corporation under Amendment No. 1 to Credit Agreement dated May 28, 2009, incorporated herein by reference to Exhibit 10.48 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2009.
10.53	Amendment No. 3 to Credit Agreement dated July 22, 2010, by and among the Company, the Lenders and Additional Lenders Parties Hereto and SG Phoenix as Collateral Agent, incorporated herein by reference to Exhibit 10.53 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2010.
10.54	Amendment No. 3 to Registration Rights Agreement dated July 22, 2010, by and among the Company and the parties identified therein, incorporated herein by reference to Exhibit 10.54 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2010.
10.55	Registration Rights Agreement dated August 5, 2010, by and among the Company and the Persons Executing the Agreement as Investors, incorporated herein by reference to Exhibit 10.55 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2010.

 

 

33

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Exhibit Number	Document
10.56	Investor Rights Agreement dated August 5, 2010, by and among the Company and Phoenix Venture Fund LLC, SG Phoenix LLC, Michael Engmann, Ronald Goodman, Kendu Partners Company and MDNH Partners L.P., incorporated herein by reference to Exhibit 10.56 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2010.
10.57	Securities Purchase Agreement dated December 9, 2010, by and among the Company, Phoenix Venture Fund LLC, and the Investors signatory thereto, incorporated herein by reference to Exhibit 10.57 to the Company’s Current Report on Form 8-K filed on December 9, 2010.
10.58	Registration Rights Agreement dated December 31, 2010, by and among the Company and the Persons Executing the Agreement as Investors, incorporated herein by reference to Exhibit 10.58 to the Company’s Current Report on Form 8-K filed on January 6, 2011.
10.59	Form of Subscription Agreement dated March 31, 2011, by and among the Company and the Person Executing the Agreement as Subscribers, incorporated herein by reference to Exhibit 10.61 to the Company’s Current Report on Form 8-K filed on April 4, 2011.
10.60	Amendment No. 1 to Registration Rights Agreement dated March 31, 2011, by and among the Company and the Persons Executing the Agreement as Required Holders, incorporated herein by reference to Exhibit 10.62 to the Company’s Current Report on Form 8-K filed on April 4, 2011.
10.61	Note and Warrant Purchase Agreement dated September 20, 2011   incorporated herein by reference to Exhibit 10.61 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2011.
*10.62	Note and Warrant Purchase Agreement dated December 2, 2011.
14.1	Code of Ethics, incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K filed on March 30, 2004.
*21.1	Schedule of Subsidiaries.
*23.1	Consent of GHP Horwath, P.C., Independent Registered Public Accounting Firm.
*23.2	Consent of PMB Helin Donovan, LLP, Independent Registered Public Accounting Firm.
*31.1	Certification of Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*31.2	Certificate of Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*32.1	Certification of Chief Executive Officer pursuant to 18 USC Section 1750, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*32.2	Certification of Chief Financial Officer pursuant to 18 USC Section 1750, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*

Filed herewith.

†

Indicates management contract or compensatory plan, contract or arrangement .

††

Confidential treatment of certain portions of this exhibit have been requested from the SEC pursuant to a request for confidentiality dated March 30, 1999, filed pursuant to the Securities and Exchange Act of 1934.

†††	Confidential treatment of certain portions of this exhibit have been requested from the SEC pursuant to a request for confidentiality dated March 30, 2006 filed pursuant to the Securities and Exchange Act of 1934.

 

The exhibits listed above are filed as part of this Form 10-K other than Exhibits 32.1 and 32.2, which shall be deemed furnished.

(c) Financial Statement Schedules

All financial statement schedules are omitted because the information is inapplicable or presented in the notes to the financial statements.

 

34 

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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 Redwood Shores, State of California.

	Communication Intelligence Corporation
	By:	/s/ Andrea Goren Andrea Goren (Principal Financial Officer and Officer Duly Authorized to Sign on Behalf of the Registrant)

Date:   March 30, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities indicated on March 15, 2012.

Date	Signature	Title
March 30, 2011	/s/ Philip S. Sassower Philip S. Sassower	Chairman and Chief Executive Officer (Principal Executive Officer)
March 30, 2011	/s/ Andrea Goren Andrea Goren	Director, Chief Financial Officer (Principal Financial and Accounting Officer)
March 30, 2011	/s/ Stanly Gilbert Stanley Gilbert	Director
March 30, 2011	/s/ Jeffrey Holtmeier Jeffrey Holtmeier	Director
March 30, 2011	/s/ David Welch David Welch	Director

 

35 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

  Stockholders of Communication Intelligence Corporation

We have audited the accompanying consolidated balance sheet of Communication Intelligence Corporation and subsidiary as of December 31, 2011, and the related consolidated statement of operations, stockholders’ equity, and cash flows for year ended December 31, 2011. Communication Intelligence Corporation’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit 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 consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Communication Intelligence Corporation and subsidiary as of December 31, 2011, and the results of its operations and its cash flows for the year ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as going concern.  As discussed in Note 1 to the consolidated financial statements, the Company’s significant recurring losses and accumulated deficit raise substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are disclosed are described in Note 1.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

PMB Helin Donovan, LLP

San Francisco, CA

March 29, 2012

F- 1

 

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Communication Intelligence Corporation

We have audited the accompanying consolidated balance sheet of Communication Intelligence Corporation and its subsidiary (“the Company”) as of December 31, 2010, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the year ended December 31, 2010.  These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit 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 consolidated financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Communication Intelligence Corporation and its subsidiary as of December 31, 2010, and the results of their operations and their cash flows for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company’s significant recurring operating losses and accumulated deficit raise substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 1.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ GHP Horwath, P.C.

Denver, Colorado

March 29, 2011

F- 2

 

 

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Communication Intelligence Corporation

Consolidated Balance Sheets

(In thousands, except par value amounts)

		December 31,
		2011				2010
Assets
Current assets:
Cash and cash equivalents		$	307			$	1,879
Accounts receivable, net of allowance of $3 and $9 at December 31, 2011 and 2010, respectively			298				103
Prepaid expenses and other current assets			29				44
Total current assets			634				2,026
Property and equipment, net			32				26
Patents, net			2,020				2,392
Capitalized software development costs, net			78				452
Other assets			29				29
Total assets		$	2,793			$	4,925
Liabilities and Stockholders' Equity
Current liabilities:
Short-term Notes Payable (Note 7)		$	1,083			$	–
Accounts payable			261				450
Accrued compensation			221				446
Other accrued liabilities			243				159
Deferred revenue			517				456
Total current liabilities			2,325				1,511
Deferred revenue long-term			397				650
Deferred rent			147				183
Derivative liability			281				499
Total liabilities			3,150				2,843
Commitments and contingencies (Note 10)
Stockholders' equity:
Series A-1 Preferred Stock, $.01 par value; 2,000 shares authorized; 880 and 813 shares outstanding at December 31, 2011 and 2010, respectively ($880 liquidation preference at December 31, 2011)			880				813
Series B Preferred Stock, $.01 par value; 14,000 shares authorized; 9,250 and 8,380 shares outstanding at December 31, 2011 and 2010 ($13,875 liquidation preference at December 31, 2011)			7,380				6,350
Series C Preferred Stock, $.01 par value; 4,100 shares authorized; 3,547 and 2,211 shares outstanding at December 31, 2011 and 2010 ($5,320 liquidation preference at December 31, 2011)			3,569				2,032
Common stock, $.01 par value; 1,050,000 shares authorized; 198,188 and 191,489 shares issued and outstanding at December 31, 2011 and 2010, respectively			1,981				1,915
Additional paid-in capital			97,715				98,347
Accumulated deficit			(111,839	)			(107,337	)
Accumulated other comprehensive loss			(43	)			(38	)
Total stockholders' equity (deficit)			(357	)			2,082
Total liabilities and stockholders' equity		$	2,793			$	4,925

Communication Intelligence Corporation

Consolidated Statements of Operations

(In thousands, except per share amounts)

		Years Ended December 31,
		2011				2010
Revenue:
Product		$	915			$	197
Maintenance			631				654
			1,546				851
Operating costs and expenses:
Cost of sales:
Product			416				635
Maintenance			247				244
Acceleration of amortization of certain capitalized software development costs			−				1,009
Research and development			1,498				431
Sales and marketing			1,500				1,531
General and administrative			2,168				2,255
			5,829				6,105
Loss from operations			(4,283	)			(5,254	)
Other expense, net			(79	)			(2	)
Interest expense:
Related party (Note 7)			(21	)			(255	)
Other (Note 7)			(3	)			(8	)
Amortization of debt discount and deferred financing cost:
Related party (Note 7)			(3	)			(1,719	)
Other (Note 7)			−				(57	)
Gain (loss) on derivative liability			(113	)			3,136
Net loss			(4,502	)			(4,159	)
Preferred stock dividends:
Accretion of beneficial conversion feature
Related party (Note 9)			(295	)			−
Other (Note 9)			(859	)			−
Preferred stock dividends
Related party			(726	)			(292	)
Other			(281	)			(102	)
Income tax  tax expense			−				−
Net loss attributable to common stockholders		$	(6,663	)		$	(4,553	)
Basic and diluted loss per common share		$	(0.03	)		$	(0.02	)
Weighted average common shares outstanding, basic and diluted			192,032				190,721
Other comprehensive loss
Foreign currency translation adjustment (loss) Gain		$	(5	)		$	8

Communication Intelligence Corporation

Consolidated Statements of Changes in Stockholders' Equity – (Deficit)

(In thousands except per share amounts)

		Series A-1Preferred Shares Outstanding				Series A-1Preferred Shares Amount				Series B Preferred Shares Outstanding				Series B Preferred Shares Amount				Series C Preferred Shares Outstanding				Series C Preferred Shares Amount				Common Shares Outstanding				Common Stock Amount				Additional Paid-In Capital				Accumulated Deficit				Accumulated Other Comprehensive Income (Loss)				Total
Balance as of December 31, 2009			751			$	751				−			$	−				−			$	−				190,026			$	1,900			$	101,221			$	(103,178	)		$	(46	)		$	648
Conversion of long-term notes into Series B Preferred Shares, net of unamortized discount of $1,509											6,608				6,608																				(1,509	)											5,099
Issuance of Series B Preferred Shares											1,440				1,440																																1,440
Financing cost on conversion of long-term notes and issuance of Series B Preferred Shares																																			(580	)											(580	)
Conversion feature associated with the Series B Preferred Shares															(2,000	)																															(2,000	)
Warrants issued for services																																			(153	)											(153	)
Stock based employee compensation																																			93												93
Shares issued for services																											750				8				58												66
Restricted common stock issued in lieu of salaries																											713				7				(7	)											−
Restricted stock expense																																			40												40
Issuance of Series C Preferred Shares																			2,211				2,211																								2,211
Financing cost on issuance of Series C Preferred Shares																																			(422	)											(422	)
Conversion feature associated with the Series C Preferred Shares																							(179	)																							(179	)
Comprehensive loss:
Net loss																																							(4,159	)							(4,159	)
Foreign currency translation adjustment																																											8				8
Total comprehensive loss																																															(4,151	)
Preferred share dividends			62				62				332				332																				(394	)											−
Conversion feature, Preferred Share dividends															(30	)																															(30	)
Balances as of December 31, 2010			813			$	813				8,380			$	6,350				2,211			$	2,032				191,489			$	1,915			$	98,347			$	(107,337	)		$	(38	)		$	2,082
Stock-based employee compensation																																			804												804
Restricted stock expense																																			3												3
Forfeiture of restricted stock																											(260	)			(3	)			(9	)											(12	)
Shares issued for services																			195				195																								195
Series C Preferred Shares issued in separation agreement																			36				36																								36
Issuance of Series C Preferred Shares for cash																			800																800												800
Reclassification of conversion feature associated with the Series B and Series C Preferred Shares from derivative liability to equity															160								203																								363
Financing cost on issuance of Series C Preferred Shares																							(121	)																							(121	)
Accretion of Beneficial Conversion Feature on preferred shares															22								1,132												(1,154	)										─
Preferred share dividends, paid in kind			67				67				870				848				305				92												(1,007	)										─
Cashless Exercise of warrants																											6,959				69				(69	)										─
Comprehensive loss
Net loss																																							(4,502	)							(4,502	)
Foreign currency translation adjustment																																											(5	)			(5	)
Total comprehensive  loss																																															(4,507	)
Balances as of December 31, 2011			880			$	880				9,250			$	7,380				3,547			$	3,569				198,188			$	1,981			$	97,715			$	(111,839	)		$	(43	)		$	(357	)

Communication Intelligence Corporation

Consolidated Statements of Cash Flows

(In thousands)

		December 31,
		2011				2010
Cash flows from operating activities:
Net loss		$	(4,502	)		$	(4,159	)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization			842				1,224
Accelerated amortization of certain capitalized software development costs			−				1,009
Amortization of debt discount and deferred financing costs			3				1,776
Stock-based employee compensation			807				133
Shares issued for services			195				66
Series C Preferred Shares issued in separation agreement			36
(Gain) loss on derivative liability			113				(3,136	)
Non cash interest expense			−				291
Forfeiture of restricted stock			(12	)			−
Changes in operating assets and liabilities:
Accounts receivable, net			(195	)			124
Prepaid expenses and other assets			16				22
Accounts payable			(189	)			332
Accrued compensation			(225	)			119
Other accrued liabilities			48				173
Deferred revenue			(192	)			(219	)
Net cash (used for) provided by operating  activities			(3,255	)			(2,245	)
Cash flows from investing activities: Acquisition of property and equipment			(24	)			(14	)
Capitalized software development costs			(72	)			(772	)
Net cash used for investing activities			(96	)			(786	)
Cash flows from financing activities:
Net proceeds from issuance of short-term debt			1,100				1,390
Net proceeds from issuance of Series B preferred shares			−				860
Net proceeds from issuance of Series C preferred shares			679				1,789
Principal payments on short term debt			−				(150	)
Net cash provided by financing activities			1,779				3,889
Effect of exchange rate changes on cash and cash equivalents			−				−
Net increase (decrease) in cash and cash equivalents			(1,572	)			858
Cash and cash equivalents at beginning of period			1,879				1,021
Cash and cash equivalents at end of period		$	307			$	1,879

Communication Intelligence Corporation

Consolidated Statements of Cash Flows

(In thousands)

Supplemental disclosure of cash flow information:

		December 31
		2011				2010
Supplementary disclosure of cash flow information
Interest paid		$	3			$	−
Income taxes paid		$	−			$	−
Non-cash financing and investing transactions
Secured indebtedness and accrued interest exchanged for Series B convertible preferred stock		$	−			$	6,608
Conversion feature of Series B preferred shares classified as a derivative liability		$	−			$	2,000
Dividends on preferred shares		$	1,007			$	394
Conversion feature of Series B preferred shares dividends issued as payment in-kind classified as a derivative liability		$	−			$	30
Debt discount recorded in connection with short-term debt		$	20			$	−
Accretion of beneficial conversion feature on Preferred Shares		$	1,154			$	−
Warrants issued as payment of financing services		$	−			$	153
Warrants issued in connection with bridge loans recorded as derivative liabilities		$	−			$	682
Warrants issued for interest recorded as a derivative liability		$	26			$	170
Reclassification of beneficial conversion feature		$	363			$	−
Conversion feature of Series C preferred shares classified as a derivative liability		$	−			$	179

The Company's cash and cash equivalents, at December 31, consisted of the following:

		2011				2010
Cash in bank		$    281				$1,852
Money market funds		26				27
Cash and cash equivalents		$    307				$1,879

		Payments due by period
Contractual obligations		Total				2012				2013				2014				2015				2016				Thereafter
Short-term note payable (1)			1,100				1,100				−				−				−			−					−
Operating lease commitments (2)			1,366				267				375				283				292				249				−
Total contractual cash obligations		$	2,466			$	1,367			$	375			$	283			$	292			$	249			$	−

		Payments due by period−
Contractual obligations		Total				2012				2013				2014				2015				2016				Thereafter
Operating lease commitments (2)			1,366				267				275				283				292				249				−

				Expiration				Estimated Original Life				2011				2010
Patent (Various)				Various					5			$	9			$	9
Patent (Various)				Various					7				476				476
	5544255				2013				13				93				93
	5647017				2014				14				187				187
	5818955				2015				15				373				373
	6064751				2017				17				1,213				1,213
	6091835				2017				17				4,394				4,394
													6,745				6,745
Less accumulated amortization													(4,725	)			(4,353	)
												$	2,020			$	2,392

		2011				2010
Accrued professional services		$	96			$	100
Rents			19				19
Interest			21				–
Other			107				40
Total		$	243			$	159

	December 31, 2011	December 31, 2010
Expected term	0.5 to 2.90 years	0.5 to 4.00 years
Volatility	204.7% - 315.2%	141.5% - 184.1%
Risk-free interest rate	0.06 – 0.36%	0.29 – 1.02%
Dividend yield	0%	0%

Value at December 31, 2011

Quoted prices in active markets

Significant other observable inputs

Significant unobservable inputs

(Level 1)

(Level 2)

(Level 3)

Derivative liability

$

281

$

−

$

−

$

281

		Derivative Liability
Balance at January 1, 2011		$	499
Additional liabilities recorded related to warrants issued for services			32
Reclassification of conversion feature on the Series B and Series C Preferred Stock to equity			(363	)
Loss on derivative liability			113
Balance at December 31, 2011		$	281

		Year Ended December 31, 2011	Year Ended December 31, 2010
Risk free interest rate		0.62% - 5.11%	1.12% - 5.11%
Expected life (years)		2.82 – 7.00	2.82 – 7.00
Expected volatility		93.63% - 147.4%	91.99% - 147.4%
Expected dividends		None	None
Estimated average forfeiture rate		11%	24%

		Year Ended December 31, 2011				Year Ended December 31, 2010
Research and development		$	347			$	21
Sales and marketing			161				52
General and administrative			204				20
Director options			92			─
Stock-based compensation expense included in operating expenses		$	804			$	93

		December 31, 2011									December 31, 2010
		Shares				Weighted Average Exercise Price			Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life				Shares				Weighted Average Exercise Price			Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life
Outstanding at beginning of period			10,028			$	0.33									10,231			$	0.34
Granted			44,971			$	0.05									2,550			$	0.08
Exercised			–			$	0.00								─				$	−
Forfeited/ Cancelled			(3,645	)		$	0.27									(2,753	)		$	0.15
Outstanding at period end			51,353			$	0.09					3.2				10,028			$	0.33					3.2
Options vested and exercisable at period end			14,539			$	0.19					2.6				8,309			$	0.38					2.6
Weighted average grant-date fair value of options granted during the period		$	0.05												$	0.08

				Options Outstanding												Options Exercisable
Range of Exercise Prices				Options Outstanding				Weighted Average Remaining Contractual Life(in years)				Weighted Average Exercise Price				Number Outstanding				Weighted Average Exercise Price
$	0.00 – $0.50				49,390				5.8			$	0.15				12,576			$	0.10
$	0.51 – $1.00				1,900				1.0			$	0.72				1,900			$	0.75
$	1.01 – $2.00				63				0.4			$	1.66				63			$	1.75
					51,353												14,539

Non-vested Shares		Shares				Weighted Average Grant-Date Fair Value
Non-vested at January 1, 2011			1,719			$	0.06
Granted			44,971			$	0.05
Forfeited			(3,645	)		$	0.18
Vested			(6,231	)		$	0.20
Non-vested			36,814			$	0.05

Other Warrants

At December 31, 2011, 182,644 shares of Common Stock were reserved for issuance upon exercise of outstanding warrants.   Including the 135,201 shares of Common Stock issuable upon exercise of the Series C Warrants described above.

A summary of the warrants issued are as follows:

		December 31, 2011								December 31, 2010
		Warrants				Weighted Average Exercise Price				Warrants				Weighted Average Exercise Price
Outstanding at beginning of period			135,131			$	0.0274				6,482			$	0.0433
Issued			59,735			$	0.0064				128,649			$	0.0266
Exercised			(12,222	)		$	0.0225				−				−
Forfeited			−				−				−				−
Expired			−				−				−				−
Outstanding at end of period			182,644			$	0.0261				135,131			$	0.0274
Exercisable at end of period			182,644			$	0.0261				135,131			$	0.0274

Other Warrants

A summary of the status of the warrants outstanding as of December 31, 2011 is as follows:

				December 31, 2011
Number of Warrants				Weighted Average Remaining Life				Weighted Average Exercise Price per share				Shares Exercisable				Weighted Average Exercise price
	31,974				1.31			$	0.0433				31,974			$	0.0433
	150,670				2.11			$	0.0225				150,670			$	0.0225
	182,644				1.97			$	0.0261				182,644			$	0.0261

		2011				2010
Deferred tax assets:
Net operating loss carry-forwards		$	25,796			$	25,373
Credit carry-forwards			128				165
Deferred income			514				456
Intangibles			839				1,175
Other, net			120				210
Total deferred tax assets			27,397				27,379
Valuation allowance			(27,397	)			(27,379	)
Net deferred tax assets		$	-			$	-