10-K 1 v010529.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED: SEPTEMBER 30, 2004 0-15066 COMMISSION FILE NUMBER VERTEX INTERACTIVE, INC. (EXACT NAME OF COMPANY AS SPECIFIED IN ITS CHARTER) NEW JERSEY 22-2050350 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 3619 KENNEDY ROAD, SOUTH PLAINFIELD, NJ 07080 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) COMPANY'S TELEPHONE NUMBER, INCLUDING AREA CODE: (908) 756-2000 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, PAR VALUE $.005 PER SHARE INDICATE BY CHECK MARK WHETHER THE COMPANY (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE COMPANY WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF THE COMPANY'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. ( ) INDICATE BY CHECK MARK WHETHER THE COMPANY IS AN ACCELERATED FILER (AS DEFINED IN RULE 12B-2 OF THE ACT. YES ___ NO X AS OF DECEMBER 28, 2004 THE AGGREGATE MARKET VALUE OF THE VOTING COMMON STOCK HELD BY NON-AFFILIATES OF THE COMPANY WAS $5,782,928 BASED UPON THE CLOSING PRICE OF THE COMMON STOCK AS REPORTED ON THE OTC ON THAT DATE. FOR PURPOSES OF THIS CALCULATION ONLY, DIRECTORS, EXECUTIVE OFFICERS AND THE PRINCIPAL CONTROLLING STOCKHOLDER OF THE REGISTRANT ARE DEEMED TO BE AFFILIATES OF THE REGISTRANT. AS OF DECEMBER 28, 2004 THE COMPANY HAD 72,970,622 SHARES OF COMMON STOCK OUTSTANDING. PREFERRED STOCK, SERIES "A", PAR VALUE $.01 PER SHARE: 1,356,852 SHARES OUTSTANDING AS OF DECEMBER 28, 2004. PREFERRED STOCK, SERIES "B", PAR VALUE $.01 PER SHARE: 1,000 SHARES OUTSTANDING AS OF DECEMBER 28, 2004. PREFERRED STOCK, SERIES "C-1", PAR VALUE $.01 PER SHARE: 997 SHARES OUTSTANDING AS OF DECEMBER 28, 2004. PREFERRED STOCK, SERIES "D"(redeemable and non-redeemable), PAR VALUE $.01 PER SHARE: 7,615 SHARES OUTSTANDING AS OF DECEMBER 28, 2004. DOCUMENTS INCORPORATED BY REFERENCE: NONE. 2 PART I ITEM 1. BUSINESS General Vertex Interactive, Inc. ("Vertex" or "we") is a provider of supply chain management ("SCM") technologies, including enterprise software systems and applications, and software integration solutions, that enable our customers to manage their order, inventory and warehouse management needs, consultative services, and software and hardware service and maintenance. We serve our clients through three general product and service lines: (1) enterprise solutions; (2) point solutions; and, (3)service and maintenance for our products and services, including service and maintenance of software and hardware we resell for third parties. Our enterprise solutions include a suite of Java-architected software applications, applications devoted to the AS/400 customer base, as well as a portfolio of "light-directed" systems for inventory, warehouse and distribution center management. Our point solutions provide an array of products and services designed to solve more specific customer needs from managing a mobile field workforce, mobile data collection, distributed bar code printing capabilities, compliance labeling applications, automated card devices, software development tools and proprietary software serving SAP R/3 users. We provide a full range of software and hardware services and maintenance on a 24-hour, 7-days a week, 365-days a year basis, including the provision of wireless and wired planning and implementation services for our customers' facilities. We have achieved our current focused product and service portfolio as a result of various acquisitions over the past five years, with the more recent ones being described in the "Acquisitions" section of Note 2 to the Consolidated Financial Statements and through the sale and/or disposal of certain businesses no longer core to the Company's strategy over the past three years as described in the "Disposals" Section of Note 2 to the Consolidated Financial Statements. Our customers are able to maximize the efficiency of the flow of inventory through their supply chains, by implementing our integrated systems. Our customers use our software to reduce procurement and distribution costs, and manage and control inventory along the supply chain, thereby increasing sales and improving customer satisfaction and loyalty. We also resell third party software and hardware as part of our integrated solutions. We provide service and support for all of our software and systems from established facilities in North America. We have sold our products and services worldwide, but now operate primarily in North America, through a direct sales force and through strategic reseller alliances with complementary software vendors and consulting organizations. We target customers with a need to manage high volumes of activity along their supply chains from order intake and fulfillment, through inventory, warehouse and distribution center management to the ultimate delivery of goods to end users. We operate in one business segment, which is the design, development, marketing and support of supply chain management solutions. 3 Our total revenues for the fiscal years ended September 30, 2004 and 2003 were $2,567,000 and $4,226,000, respectively, all of which were generated by our North American operations. For the comparable period ended September 30, 2002 we reported $36,135,000 in revenues, approximately 43% of which were generated by our North American operations. During 2004, the Company had 2 customers whose sales during the fiscal year were individually greater than 10% of the Company's total revenues. One customer totaled approximately $611,000, and the second one totaled approximately $294,000. Our principal executive offices are located at 3619 Kennedy Road, South Plainfield, New Jersey and its telephone number is (908) 756-2000. The Company was organized in the State of New Jersey in November 1974. Outlook The successful implementation of our business plan has required, and will require on an ongoing basis, substantial funds to finance (i) continuing operations, (ii) the further development of our enterprise software technologies, (iii) expected future operating losses, (iv) the settlement of existing liabilities, including past due payroll obligations to our employees, officers and directors, and (v) from time to time, selective acquisitions. In order to meet future cash flow needs, we are aggressively pursuing additional equity and debt financings including through our enterprise software subsidiary XeQute Solutions, Inc., and continued cost cutting measures. Historically, we have financed these activities through both equity and debt offerings. There can be no assurance that we will continue to be successful in these efforts. As a result there is substantial doubt as to our ability to continue as a going concern. (See Management's Discussion and Analysis, Liquidity and Capital Resources.) Throughout 2004, the Company experienced continued weakness in its core markets, continued operating losses and a consistent shortfall in working capital. In order to survive in these circumstances, the Company continued its strategy to focus on its core enterprise level products, while continuing to reduce costs. By the summer of 2002, it became apparent that the sharp downturn in capital spending in the Company's major markets was likely to continue for the foreseeable future. This factor combined with the continuing working capital shortfall (which had already caused the Company to focus on its enterprise level software and sell off non-core businesses to raise cash to fund current operations as mentioned above) required the Company to look anew at its operations with a view to raising additional working capital and to reducing costs further. In light of the depressed price of the Company's common stock and the related shrinking trading volumes, the Company elected to fund its enterprise software group separately from the Company in order to achieve better values than could be obtained by funding through Vertex directly. At the same time as mentioned above, the Company needed to further contain costs and streamline operations. 4 In August 2002, the Company formed a wholly owned subsidiary, XeQute Solutions, Inc., ("XeQute") into which, effective October 1, 2002, the Company transferred all of the assets and certain of the liabilities of its Enterprise Software Division. This action was intended to consolidate all of the enterprise level products and services in one entity, under a single brand, namely XeQute Solutions, to streamline operations, reduce costs, provide a more effective route to market, and also to provide a new platform for hiring. The Supply Chain Management Industry The term "supply chain management" refers to a wide spectrum of software applications, consulting services, maintenance services and hardware products intended to enable businesses to manage their chains of supply. The primary goals of successful supply chain planning and execution are to reduce the costs of sales, recognize early opportunities and act on them to increase sales and to detect problems as they emerge to address them promptly to reduce their impact on the operations of the business. The SCM industry is evolving toward a more software-driven model as enterprises increasingly seek ways to manage their supply chains in real-time at a lower cost and in a more decentralized environment. SCM spending falls within the Information Technology industry. Because SCM technologies and services enable enterprises to manage a critical aspect of their operations, namely the chain of supply of components into products to be manufactured, sold and delivered to end customers, the Company believes that, despite some cyclicality that may always characterize investment in software, over the long-term, SCM solutions are likely to remain significant factors in corporate IT budgeting. Management believes that applications and value-added services such as implementation and consulting will play a more significant role in the overall IT investment of companies in our target market, as enterprises increasingly focus on generating the highest return possible on their asset base-the primary focus of SCM technology. 5 The Opportunity Globalization and the rise of the Internet are working in conjunction as catalysts for the emergence of supply chain technologies designed not only to reduce the costs inherent in the global economy, but to give enterprises unprecedented visibility into and dynamic control over their supply chains. The Company's strategy is grounded in the conviction that supply chain optimization and management, driven by software applications and integrated systems is a long-term growth industry still in its early stages of development, in which there is an attractive opportunity for companies with sufficient scale and the right product set to emerge as global leaders in this industry. AMR Research had forecasted the worldwide SCM industry to reach $21 billion by 2005, a five year compound annual growth rate of approximately 32%. Application software license revenues, which in 2001 comprised an estimated 41% of total SCM industry sales, according to AMR, are forecast to continue to grow at a 29% compound annual growth rate and to reach nearly $8 billion by 2005. Software maintenance, which AMR estimated to generate nearly $1 billion in industry revenues in 2001, is expected to grow at a 36% compound annual growth rate and to reach $3 billion by 2005. The two largest geographic markets for SCM technology and services are North America and Europe. AMR estimated that in 2001 these two markets accounted for roughly 86% of worldwide sales, with the North American market expected to grow at a 28% annual compound growth rate through 2005 and Europe expected to grow at a 38% annual compound growth rate over the same period. In light of the continuing impact of the recessionary economies in North American and Europe, management believes that AMR's industry growth forecast will prove to be aggressive. Asia/Pacific and Central and South America are forecast to grow more rapidly over this period, but as of December 10, 2004 these markets account only for an estimated 13% of industry sales and are forecast to reach about 17% by 2005. 6 The industry opportunity is being defined by three worldwide trends: Two Major Catalysts: Global Competition and the Internet Many observers point to two fundamental drivers of long-term growth in the SCM industry: (i) the increase in globalization and the competitive pressures that trend is creating for businesses; and (ii) the rise of the Internet as a medium for commerce at virtually every level of the economy. As competitive barriers fall around the world, we believe that there is a secular trend toward more open global commerce that has the potential to impact businesses of nearly every size. This may create opportunities for the Company's products in large as well as in small enterprises. Coincidental with the increase in the pressures of global competition, has been the arrival of the Internet. Electronic commerce is characterized by more interdependent relationships among companies, their vendors and their customers. Managing the supply chain in an e commerce environment lies at the heart of the Company's suite of products. An Industry Evolving Despite billions of dollars of capital investment in new software systems in the decade of the nineties, the benefits of this investment have been achieved more slowly than corporate buyers had expected. As corporate buyers began only recently to return to their technology needs, their approach is a more modest one, seeking affordable solutions targeted at specific problems and whose projected return on investment can be more rigorously assessed. The Company is focusing the marketing of its product portfolio to meet such buyer expectations and is seeking to offer specific supply chain products, at a predictable total cost of ownership, with predictable time to complete implementation. Beyond the "Four Walls" Traditionally, companies have viewed their supply chains as a series of discrete activities that could be managed largely independently of each other and almost certainly independently of a company's vendors and customers. This approach is changing. Corporate buyers are understanding the interdependence of each stage and of each participant in the supply chain and are seeking "visibility" into their supply chain. 7 This transition to a new operating model poses challenges for corporate managers because few internal IT systems or business practices are yet fully capable of taking advantage of the new opportunity to access and manage enterprise information in a decentralized environment. Increasingly, corporations are taking advantage of opportunities to add value at many more places along the supply chain. This is placing a more complex set of functional needs on legacy supply chain management practices and technologies. These challenges include: Implementing and managing more dynamic, customer-driven fulfillment processes; Supporting a new array of relationships with partners, vendors, trading partners and customers; Enhancing visibility into order, inventory, warehouse and transportation status; Improving real-time co-ordination among enterprise facilities; Extending supply chain visibility beyond the enterprise; Permitting dynamic scalability to address unpredictable increases in transaction volumes; Allowing least-cost routing; Enabling the application of value-added services along the supply chain; Providing means to monitor activity along the supply chain; and Managing events in the supply chain in the optimum time to take advantage of revenue opportunities and avoid costs. A premium is developing on SCM systems and software that are more integrated, scaleable, offering real-time capabilities and that can support a more complex and dynamic web of business relationships with vendors, partners and customers. Management believes that the Company's software and services, coupled with its expertise in the areas of order fulfillment, inventory, warehouse and transportation management offer important value-added in the evolving SCM marketplace. The Business and Products of the Company The Company is a provider of products designed to meet the emerging opportunity described above. These products principally involve the provision of services and enterprise level software for order fulfillment comprising order management, warehouse and inventory management and distribution management. This market is sometimes referred to as supply chain "execution management" software. The business benefits from an established, revenue-producing suite of proven products which have been sold to a client base consisting principally of Fortune 500 clients in the United States, in the Company's target vertical markets. These vertical markets are pharmaceuticals; consumer packaged goods, third party logistics providers; and bulk food distributors. 8 The following summary relates to the product lines currently offered by the Company, principally through its wholly-owned subsidiary, XeQute: 1. Warehouse Management Systems (WMS) Products - the eSuite Software Products The Company's core product offerings are its Java-architected, enterprise level, supply chain execution systems which include order management (eOMS)and warehouse management(eWMS) applications. Vertex's eSuite of products promotes collaboration and the exchange of "real-time" critical information among users within their trading environment, including employees, distributors, manufacturers, suppliers and customers. Portable by design, the eSuite of products can operate across multiple operating and hardware environments, incorporate the ability to utilize various database options, and can easily be integrated with existing IT infrastructure and third party applications. eWMS is a Java architected warehouse management system that provides companies with real-time insight into warehouse operations and inventory availability. eWMS is a true multi-warehouse/owner system that can be deployed across industries and has specific functionality for food and third party warehouse/logistics environments. eWMS can be implemented to interface with existing enterprise applications or as an integrated component of eOMS to facilitate a complete supply chain execution solution. eOMS is a web-based order management system that integrates all users in a real-time environment: internal employees, external sales force, distributors, and customers, through any means of deployment: Internet, Intranet, or Extranet. eOMS provides companies with maximized selling opportunities by capturing valuable buying pattern information and then uses this information to broadcast suggestive selling and promotional opportunities as well as many other benefits. The eOMS market is potentially the single largest of the Company's products because order management is a function performed by every business irrespective of whether they operate a warehousing and distribution facility. The importance of this market is highlighted by the fact that over the past eighteen months two of the larger ERP vendors, PeopleSoft and JD Edwards, among others have entered this segment of the market. The Company is intending to devote marketing resources to exploit this opportunity. eOMS represents one of the largest, new market opportunities for the Company. Every business has a requirement to manage its customers' orders properly. Ideally, the order management system should ensure accurate order entry and timely fulfillment while providing readily available information to customers on progress in meeting their respective orders. Very few existing order management systems provide all of this functionality, or all of this functionality in an easily accessible form. In contrast, eOMS addresses these needs in a single complete package. 9 First, the system allows customers to enter their orders directly through a browser-based solution. This permits customers to not only self enter their orders, but also to track the progress of, and if required change, such orders during the fulfillment process in real time over the internet. Again, being internet based allows for access to, and collaborative trading among, all of the participants in the chain of supply, namely customers, employees and vendors. The Company has commenced a sales campaign targeted at its existing customer base initially, with plans to reach the broader market after implementing the system in certain existing accounts. In conjunction with the sale of the WMS product suite, the Company also provides customers with software maintenance support, business and warehouse consulting, and other implementation services, including system design and analysis, project management, and user and technical training. The eSuite product line was recently rewritten in JAVA. Management believes that the eSuite product line is presently one of the few completely integrated internet-based order fulfillment systems in the world. The competitive importance of this was recently highlighted by SAP's announcement that its web strategy would center around a new JAVA version of its SAP R/3 operating system. The JAVA language is critically important to the future of the Company's development in that it is the first software language to be independent of both operating platforms and databases; that is to say this software can run in any IT environment without extensive modifications. iSeries WMS The original product developed by Renaissance was a warehouse management system, iWMS, developed exclusively for use in an AS/400 environment. iWMS provides the stability, security and ease-of-implementation that AS/400 users have learned to expect and mandate. iWMS is a well established, highly functional, warehouse management system, that is currently installed worldwide in a variety of industries including, third part logistics (3PL), pharmaceutical, cosmetic and fragrance, food, office supplies, furniture, fast moving consumer goods among others. 10 2. Light-Directed Picking and Put Away Systems The terms "light-directed" or "light-prompted" systems refer to the stock picking (or put away) functions in warehousing management systems whereby a light automatically shines in the sector where stock needs to be picked. Such "light-directed" stock picking systems have a proven track record for making the order fulfillment process dramatically more efficient with a very significant reduction in the error rate in the stock picking function and a measured improvement in productivity. The Company's light-directed family of software picking systems was originally developed by our subsidiary, Data Control Systems. The products offer a design and implementation of state-of-the-art, IT-based solutions that dramatically improve productivity for the order fulfillment and warehouse management functions in manufacturing and distribution companies. The Company's light-directed picking solutions interface with a number of ERP systems and can be modified to work with almost any system. The order control/fulfillment systems represent an important facet of the complete E-commerce system. While E-commerce marketing and order taking engines can generate substantial sales, without an optimized order fulfillment process, the promise of E-commerce will not be fully realized by companies. The Company is recognized as a leader in electronic warehouse management systems in real-time, and in light-directed order processing. Our product line includes a mobile cart based system that appeals to a broader customer base. This system, CartRite, utilizes light panels and advanced wireless communications in its warehouse management application. The Company believes that it is the only supplier in its industry to develop, engineer, assemble, and install its own systems, in contrast to other companies which provide some, but not all, of the systems and services that the Company is able to provide as a one-stop shop. In-house personnel implement turn-key solutions that have yielded to clients the immediate benefit of increased operating efficiencies, an improved competitive edge and have offered a platform for future growth. The Company has documented that its light-directed products achieve dramatic improvements in operating efficiency for clients. Typically, after introduction of the Company's light-directed order fulfillment system, clients eliminate a portion of the staff they previously required to fill warehouse orders. This is achieved by automating and optimizing the scheduling, method and the order of picking items without any paper. The system thus, among other things, eliminates the multiple steps associated with paper handling and manual reconciliation. 11 The software products automate the process from order receipt to final shipment. The Company has developed standard communication interfaces with the leading ERP vendors including SAP, JD Edwards, Oracle, Peoplesoft and Microsoft Great Plains Resources, and other enterprise level systems. The Company is an authorized software provider for all the major shippers in the US which includes UPS/FedEx/RPS/USPS. The software is capable of simultaneous production of shipping bar codes when labels are generated. Hundreds of the Company's installations of its WareRite Warehouse Management Systems ("WMS"), PicRite, TurnRite, and PutRite light-prompt systems are providing results in a wide range of industries, including: pharmaceuticals, cosmetics, publishing, mail order industries, automotive, electronics, direct selling associations, retail and wholesale distribution. The above product lines along with the CartRite system have the potential to enhance its clients' E-commerce related processes. Customers include Merck Pharmaceutical, Pfizer, Wyeth, Estee Lauder, OfficeMax, Rite Aid, Braun Electronics (a wholly owned subsidiary of Gillette) and Dr. Mann Pharma in Germany. 3. Integration Applications This line of business is involved in the design, development and implementation of software that connects applications on handheld devices used in the distribution system to the base ERP system and in particular to the SAP R/3 operating systems. This product family includes proprietary, patented products and services that allow companies to leverage their existing investment in SAP R/3 by extending its functionality to the warehouse floor. To assist in ease-of-implementation, the Company has developed tools for SAP Console implementation including the Universal Starter Transaction Set which allows transactions to be easily modified by new users of ABAP, BC2SAP for rapid bar code label design, Z-Builder which develops transactions in hours. The Company's UMDC is shrink-wrapped software that enhances SAP R/3 functionality. In addition, Vertex has professional services to complete its SAP R/3 practice offering including SAPConsole technical training, ABAP coding for data collection, bar code design, implementation, training and on-going support. Customers include Mercedes-Benz U.S. International, Colgate, Bristol Myers Squibb, Oceanspray, Bodek & Rhodes, Rexam, SAATI in Italy, among others. Competition The industry today is marked by competition in two industry segments: SCM planning and SCM execution. Vertex competes primarily in the execution segment. In this segment, the Company faces competition from numerous foreign and domestic companies of various sizes. Competition in these areas is further complicated by possible shifts in market share due to technological innovation, changes in product emphasis and applications and new entrants with greater capabilities or better prospects. 12 Order Management The order management market is becoming a center of focus for every business in the world whether or not they run distribution centers. As a result this market segment could become the largest part of the Company's business in the future. The importance of this emerging opportunity is highlighted by the recent entry of JD Edwards, PeopleSoft, i2 and Manugistics into this market. The competition for the Company's eOrder product is believed to be as follows: PeopleSoft, an ERP vendor with revenues of $2 billion. The Company believes that PeopleSoft has a Java-based product offering which is very competitive with that offered by the Company. JD Edwards & Co Inc, an ERP vendor with revenues of approximately $900 million with a presence in the order management segment. i2 Technologies, the largest planning supply chain vendor in the US based on revenues, with sales of approximately $500 million. Execution Management In the execution management segment in the United States there are approximately 275 companies offering a WMS product, of which only a small number have a top tier product (defined as able to handle warehouse space in excess of 250,000 square feet and at least 100 simultaneous users of wireless devices at any one time) and revenues in excess of $10 million. The Company believes that it is one of few suppliers with a complete JAVA based cross-platform solution for Supply Chain Management. In this segment of the industry the Company's major competitors for the warehouse and inventory management components and the transportation and logistics components of its e Suite product are: EXE Technologies, with revenues of approximately $70 million, competes most directly with the Company in warehouse management in the Company's main vertical markets. Manhattan Associates, the largest warehouse management software vendor in the world with annual revenues of approximately $170 million. They focus principally on the AS/400 market in retail distribution and fast moving consumer goods. Catalyst International, with revenues of $33 million, provides principally UNIX solution solutions in the Company's vertical markets. 13 Light-Directed Systems In the "Pick-to-light" business, the Company believes that there are some 25 competitors, of which the largest are Real Time Solutions, Rapistan, Kingsway and Haupt of Austria, all privately held companies. These companies compete with aggressive pricing and turn key solutions. However, the Company's competitive advantage centers around its product's flexibility and software capabilities. The Company believes that it has a strong market share in the pharmaceutical vertical market. Research and Development The Company's research and development ("R&D") initiatives focused on enhancing the product set with additional functionality aimed at the Company's core vertical markets. For the years ended September 30, 2004 and 2003, there was no R&D spending as the Company suspended R&D to focus its resources on customer support. For the year ended September 30, 2002, R&D expense was $4,180,000 (representing 11.6% of revenues). The Company's research and development timetable, over the next 24 months for the eWMS product includes a number of features and enhancements which will begin development in mid-2005. However the extent and timing of resuming this development is dependent upon the Company's ability to raise the required funds INTELLECTUAL PROPERTY We have seven trademarks registered with the United States Patent & Trademark Office. The marks that we have filed and received trademark registration for are as follows: Application or Registration or Trademark Registration No. Filing Date --------- ---------------- ----------- CARTRITE Reg. No. 2,274,410 August 31, 1999 WARERITE Reg. No. 2,054,680 April 22, 1997 (renewed Mar, 2003) TURNRITE Reg. No. 2,060,888 May 13, 1997 (renewed Mar, 2003) SHIPRITE Reg. No. 2,052,389 April 15, 1997 (renewed Mar, 2003) SCALERITE Reg. No. 2,050,615 April 8, 1997 (renewed Mar, 2003) PUTRITE Reg. No. 2,054,679 April 22, 1997 (renewed Mar, 2003) PICRITE Reg. No. 1,659,547 October 8, 1991(renewed June 4, 2001) Employees At September 30, 2004, we had approximately 17 employees, with approximately 70% in Installation and Implementation, 10% in Sales and Marketing (including sales support) and the balance in Executive/Administrative. Designing and implementing the Company's software solutions requires substantial technical capabilities in many disparate disciplines, from mechanics and computer science to electronics and mathematics. While the Company believes that the capability and experience of its technical employees compare favorably with other similar companies, there is no guarantee that it can retain existing employees or attract and hire capable technical employees it may need in the future, or if it is successful, that such personnel can be secured on terms deemed favorable to the Company. 14 ITEM 2. PROPERTIES Vertex and its subsidiaries occupy approximately 15,000 square feet of office & warehouse space in a building in South Plainfield, New Jersey under a lease expiring in April 2008. The monthly rent is $10,500. In addition, the Company leases approximately 2,000 square feet of office space in Paramus, New Jersey which has been subleased. The lease expires in May 2008, and we pay $4,100 a month and receive $3,100 per month from the sub-leasee. The Company believes that its current office space and facilities are sufficient to meet its present needs and does not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to the Company. ITEM 3. LEGAL PROCEEDINGS From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as disclosed below, we are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results. Pending Litigation We are party to a number of claims, which have been previously disclosed by the Company, and claims by vendors, landlords and other service providers seeking payment of balances owed. Since such amounts have already been recorded in accounts payable or accrued liabilities, these claims are not expected to have a material affect on the stockholders' deficiency of the Company. However, they could lead to involuntary bankruptcy proceedings. a) On or about March 22, 2004, an action against Vertex and its subsidiary Renaissance Software, Inc. was commenced in New York State Supreme Court, Nassau County, captioned Great Oak LLC vs. Vertex Interactive, Inc. et. al., Index no. 03-7270 The action, which demands $327,676, alleges two months rent totaling $23,737 and an early termination fee of $303,929 to be due Great Oak LLC, the landlord of premises leased to Renaissance Software LLC. Vertex is vigorously defending the action. b) On April 16, 2003, an action was commenced in the Supreme Court of the State of New York, County of Suffolk, entitled Bautista v. Vertex Interactive, Inc and Renaissance Software, Inc. The action, which demands $394,000, was brought by a former employee claiming breach of his employment agreement. On March 29, 2004, a judgment was granted against the Company in the amount of $350,482. As of the date of this filing, the judgment has not been paid. c) On October 31, 2001, an action was commenced in the United States District Court, Southern District of New York entitled Edgewater Private Equity Fund II, L.P. et al. v. Renaissance Software, Inc. et al. The action, brought against Renaissance Software, Inc., a subsidiary of Vertex, and Vertex, alleged the default by Renaissance Software, Inc. in payment of certain promissory notes in the principal aggregate sum of $1,227,500. Vertex guaranteed the notes. The noteholders demanded $1,227,500, together with interest accruing at the rate of 8% per annum from June 30, 2001. On March 12, 2002, the noteholders were successful in obtaining a judgment against Renaissance Software, Inc. in the aggregate amount of $1,271,407 including interest, late charges and attorneys' fees. However given the Company's current cash position, we have been unable to pay the judgment. As of the date of this filing, the judgment has not been paid. 15 d) As part of the settlement entered into between the Company and three former principals of a company acquired by Vertex in 2000, consent judgments in the amount of approximately $1,000,000 each were entered against Vertex on July 19, 2002. The incremental liability has been included in other expense (provision for litigation) for the year ended September 30, 2003. The Company is currently negotiating with the former owners to accept forms of payment other than cash. However, there can be no assurance that a non-cash settlement will be concluded. In July 2002, the former owners obtained a court levy upon several of the Company's bank accounts, placing a hold on approximately $70,000 of the Company's funds. The Company, together with its secured lenders, objected to the turnover of these funds, however a turnover order was granted by the court in October 2002. As of the date of this filing, the judgments have not been paid. e) On February 9, 2003, in the matter captioned Scansource, Inc. vs. Vertex Interactive, Inc., Superior Court of New Jersey, Essex County, a judgment was granted against the Company in the amount of $142,155. The action alleged non payment by the Company for computer hardware. As of the date of this filing, the judgment has not been paid. Settled Litigation a) On June 25, 2003, an action was commenced in the United States District Court, District of New Jersey, entitled CPG International, N.V. vs. Vertex Interactive, Inc. The action, which demands $406,342, alleges the Company's breach of an Asset Sale and Purchase Agreement pursuant to which the Company acquired various assets related to CPG International's Service business. On March 3, 2004, the action was settled for the sum of $125,000 which was paid on April 30, 2004. The gain on settlement is included in the 2004 consolidated statement of operations. b) On or about October 29, 2004, an action against Vertex was commenced in New York State Supreme Court, New York County, captioned NautaDutilh vs Vertex Interactive, Inc., Index no. 04-603577 The action, which demands $434,189, alleges nonpayment by Vertex of attorneys fees allegedly incurred by Vertex in connection with a potential acquisition transaction and the reorganization of Vertex's foreign business operations. This action has been settled in December, 2004, for $300,000. The gain on settlement would be included in the consolidated statement of operations for the three months ended December 31, 2004. PAYROLL OBLIGATIONS As a result of its severe cash constraints (see Note 1 - Going Concern section), the Company had fallen as much as two to three months behind in meeting its payroll obligations to its employees. Subsequent to September 30, 2002, the Company has been meeting its current payroll obligations, and has attempted to pay overdue employee payroll obligations as cash resources become available. However, in a letter dated April 3, 2003 the New Jersey Department of Labor (N.J.D.O.L.) has assessed the Company a penalty of $154,000 for failure to pay payroll on a timely basis. The Company entered into Consent Order and Agreement with the N.J.D.O.L. to pay down this obligation, starting with an initial payment on April 30, 2004 of $18,000, which the Company has made, and then monthly payments of $30,000 starting on June 1, 2004, which the Company has made, until the balance of the payroll obligations are paid. 16 In addition, a number of former employees of a California based division of Vertex had filed claims with the California Department of Labor for non payment of wages for the second half of July 2002; the final payroll prior to the closing of the division. The Company had disputed the claims, primarily on the basis of the lack of documentation for hours worked during the period. However in July 2003, these claims were heard by the California DOL and the amounts claimed, together with interest and penalties aggregating approximately $100,000 which remain unpaid as of September 30, 2004, were granted to these former employees. As of the date of this filing, the judgment has not been paid. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Pursuant to a written consent of a majority of stockholders dated June 30, 2004, in lieu of a special meeting of the stockholders, the majority of stockholders approved the following actions: 1. Amending the Company's Articles of Incorporation, as amended, to increase the number of authorized shares of common stock, par value $.005 per share of the Company from 75,000,000 shares to 400,000,000 shares; 2. Ratifying the selection of J.H. Cohn LLP as Independent Registered Public Accounting Firm of the Company for the year ending September 30, 2004; and 3. Adopting the Company's 2004 Stock Incentive Plan. 17 PART II ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Market for Company's Common Equity Until August 20, 2002, the principal market for the Company's shares of Common Stock, par value $.005 per share was the NASDAQ National Market System under the symbol VETX. From August 21, 2002 until February 17, 2003 the Company's Common Stock was traded on the NASDAQ Bulletin Board. From February 18, 2003 through March 28, 2004 the Company's Common Stock traded on the Pink Sheets under the symbol "VETXE". On March 29, 2004 the Company's Common Stock once again began trading on the NASDAQ Bulletin Board and currently remains the principal market for the Company's shares of Common Stock under the VETX symbol. (See Note 1 - Recent Developments to the Consolidated Financial Statements). The following table sets forth, for the periods shown, the high and low sale prices concerning such shares of Common Stock for the last two years: High Low 2003 First Quarter $0.10 0.04 Second Quarter 0.06 0.02 Third Quarter 0.07 0.01 Fourth Quarter 0.15 0.04 2004 First Quarter 0.09 0.04 Second Quarter 0.16 0.04 Third Quarter 0.25 0.10 Fourth Quarter 0.20 0.08 The approximate number of holders of record of the Company's shares of Common Stock as of December 2, 2004 was 429. This number includes numerous brokerage firms that hold such shares in street name. The Company estimates that there are more than 3,000 beneficial shareholders as of December 2, 2004. The Company's shares of Series A Preferred Stock par value $.01 per share are held by one holder of record. The Company's shares of Series B Preferred Stock par value $.01 per share are held by one holder of record. The Company's shares of Series C-1 Preferred Stock par value $.01 per share are held by six holders of record. The Company's shares of Series D Preferred Stock par value $.01 per share are held by one holder of record. The Company has not paid any cash dividends on its Common Stock and does not intend to do so in the foreseeable future. 18 Securities authorized for issuance under equity compensation plans.

Number of securities to be issued upon exercise of Weighted average exercise Number of securities outstanding options, price of outstanding options, remaining available for Plan category warrants and rights warrants and rights future issuance ---------------- ------------------------~~-----~~ ----------------------------- ----------------------- (a) (b) (c) ---------------- --------~~---------------------~~ ----------------------------- --------------------~~---~~ Equity compensation plans approved by security holders 31,~~269~~828,000 $3.7237 23,~~394~~835,032 Equity compensation plans not approved by security holders 0 0 0 ---------- -------- ---------- Total 31,~~269~~828,000 $3.7237 23,~~394~~835,032 ---------- -------- ----------

Recent Sales of Unregistered Securities We have issued unregistered securities to (a) employees and (b)other individuals and institutional investors. Each such issuance was made in reliance upon the exemptions from registration requirements of the Securities Act of 1933, contained in Section 4(2) and/or Regulation D promulgated there under, or Rule 701 promulgated there under on the basis that such transactions did not involve a public offering. When appropriate, we determined that the purchasers of securities described below were sophisticated investors who had the financial ability to assume the risk of their investment in our securities and acquired such securities for their own account and not with a view to any distribution thereof to the public. At the time of issuance, the certificates evidencing the securities contained legends stating that the securities are not to be offered, sold or transferred other than pursuant to an effective registration statement under the Securities Act of 1933 or an exemption from such registration requirements. The following is a summary of transactions which were made during the quarter ended September 30, 2004 involving sales and issuances of securities that were not registered under the Securities Act of 1933 at the time of such issuance or transfer. Recent Issuances of Unregistered Securities On June 25, 2004, as part of an Investment Restructuring Agreement, we exchanged class C preferred stock for class C-1 convertible preferred stock on a 1:1 basis. Each share of Series C-1 convertible preferred stock is convertible into $1,000 worth of our common stock, at the selling stockholders' option, at the lower of (i) $0.30 or (ii) 60% of the average of the three lowest intraday trading prices for the common stock on a principal market for the 20 trading days before but not including the conversion date. On September 27, 2004, we issued 7,615 shares of class D convertible preferred stock to MidMark Capital, L.P. in exchange for $7,614,708 of debt owed by our subsidiaries and us to MidMark Capital II, L.P. In addition, on September 27, 2004, we issued 5,569,980 shares of common stock to MidMark Capital, L.P. upon exercise of warrants by MidMark Capital, L.P. The exercise price for the warrants was exchanged for the retirement of $315,309 in debt owed by us to MidMark Capital, L.P. As well, on September 27, 2004, we issued 240,000 shares of common stock to MidMark Capital II, L.P. upon exercise of warrants by MidMark Capital II, L.P. The exercise price for the warrants was exchanged for the retirement of $2,400 in debt owed by us to MidMark Capital II, L.P. Each share of the class D convertible preferred stock is convertible into $1,000 worth of our common stock, at MidMark Capital's option, at the lower of (i) $0.30 or (ii) 60% of the average of the three lowest intraday trading prices for the common stock on a principal market for the 20 trading days before but not including the conversion date. 19 ITEM 6. SELECTED FINANCIAL DATA The following selected financial data of the Company should be read in conjunction with the Company's Consolidated Financial Statements and notes thereto appearing on pages beginning on F-1. Also, as discussed in Item 7 and Note 2 to the Consolidated Financial Statements, the Company has completed various acquisitions and disposals between 2000 and 2002, however there were no acquisitions in 2003 or 2004. Consequently, the amounts shown in selected financial data are not directly comparable.

SUMMARY OF SELECTED FINANCIAL DATA 2004 2003 2002 2001 2000 ~~1999 1998~~ OPERATIONS FOR THE YEAR: Revenues $2,566,520 $4,226,187 $36,135,217 $59,087,470 $47,769,311 ~~$10,106,332~~Loss ~~$6,754,864 Income (loss)~~before amortization, impairment of goodwill and other intangible assets and in-process research and development write-off (2,069,236) (3,534,596) (25,~~386~~383,~~813~~385) (21,568,~~299~~546) (198,157) ~~333,542~~Amortization ~~(20,500)~~of ~~Intangible~~intangible ~~amortization~~assets ~~413~~115,~~734~~756 115,757 417,162 14,571,~~757~~510 1,063,775 ~~- -~~ Impairment of goodwill and other intangible assets(2) - - 18,973,832 78,364,560 - ~~- -~~ In-process research and development write-off(1) - - - 3,600,000 7,500,000 -Net -loss ~~Net~~$(2,184,992) $(~~loss~~3,650,353) ~~income~~ $(44,774,379) $(122,952,102) $(9,412,424) ~~(160,413) 287,011~~ Basic Net ~~Income (~~Loss) Per Share $ (1.2612) $ (3.9509) $ (01.4626) $ (03.0295) $ (0.0446) FINANCIAL POSITION AT END OF YEAR: Total Assets $1,748,054 $1,519,191 $2,800,431 $53,439,283 $110,219,476 ~~$30,348,130~~Long-Term Debt $52,~~399~~549,~~704~~724 ~~Long~~-~~Term~~ ~~Debt~~ - $7,129,260 $1,927,943 ~~1,495,337 115,530~~ Stockholders' Equity (~~Deficit~~Deficiency) $(23,656,480) $(31,661,190) $(26,835,525) $11,950,527 $ 84,407,725 13,725,628 2,071,507 (1) For fiscal years 2001 and 2000, the in-process research and development write off is associated with the acquisitions of Transcape assets from Pitney Bowes in February 2001 and the enterprise software applications of Renaissance Software, Inc., effective September 30, 2000, respectively. (2) In fiscal years 2002 and 2001, the Company wrote down intangible assets (primarily goodwill) to their estimated fair value (See Note 4 to the Consolidated Financial Statements).

(1) For fiscal years 2001 and 2000, the in-process research and development write-off is associated with the acquisitions of Transcape assets from Pitney Bowes in February 2001 and the enterprise software applications of Renaissance Software, Inc., effective September 30, 2000, respectively. (2) In fiscal years 2002 and 2001, the Company wrote down intangible assets (primarily goodwill) to their estimated fair value (See Note 4 to the Consolidated Financial Statements). 20 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATION This Annual Report on Form 10K contains, in addition to historical information, certain forward-looking statements that involve significant risks and uncertainties. Such forward-looking statements are based on management's belief, as well as assumptions made by and information currently available to, management pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Our actual results could differ materially from those expressed in or implied by the forward-looking statements contained herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed herein and in Item 1: "Business", and elsewhere in this Annual Report on Form 10-K. Vertex undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of other unanticipated events. This discussion and analysis should be read in conjunction with the Selected Financial Data and the audited consolidated financial statements and related notes of the Company contained elsewhere in this report. In this discussion, the years "2004", "2003" and "2002" refer to fiscal years ended September 30, 2004, 2003 and 2002, respectively. Overview Purchase Acquisitions: As discussed in Note 2 to the Consolidated Financial Statements, we had completed a number of acquisitions through October 2001, which had substantially expanded our portfolio of products and services, as well as our geographic reach throughout North America and into Europe. The following summary of the more significant purchase acquisitions closed during fiscal 2002 ("Fiscal 2002 Acquisitions"). There were no acquisitions in fiscal 2003 or 2004. Fiscal 2002 Acquisitions: Effective September 30, 2001, we acquired all of the outstanding stock of DynaSys, a software developer of enterprise level advance planning and scheduling applications. In October 2001, Vertex acquired Euronet Consulting S.r.l ("Euronet"), an Italian software applications consulting firm that expanded our professional services capabilities in Europe. Vertex has accounted for each of these acquisitions using the purchase method of accounting in accordance with Statement of Financial Accounting Standards 141 for DynaSys and Euronet. Accordingly, the financial statements include the results of operations from October 1, 2001 for both DynaSys and Euronet (collectively, the "Purchase Acquisitions"). Critical Accounting Policies and Estimates The preparation of the consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management continuously evaluates its estimates and judgments, and actual results may differ from these estimates under different assumptions or conditions. 21 Those estimates and judgments that were most critical to the preparation of the financial statements involved the allowance for doubtful accounts, inventory reserves, recoverability of intangible assets and the estimation of the net liabilities associated with subsidiaries in liquidation. a) We estimate the collectibility of our trade receivables. A considerable amount of judgment is required in assessing the ultimate realization of these receivables including analysis of historical collection rates and the current credit-worthiness of significant customers. Significant changes in required reserves have been recorded in recent periods and may occur in the future due to the current market and economic conditions. 22 b) We establish reserves for estimated excess or obsolete inventory equal to the difference between the cost of inventory and the estimated fair value based upon assumptions about future demand and market conditions. Inventory reserves have increased as a result of the decision to discontinue or significantly reduce certain non-core product lines. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. c) During 2002 we have recorded significant impairment charges related to the carrying value of goodwill and other intangibles. In assessing the recoverability of our goodwill and other intangibles, we have made assumptions regarding estimated future cash flows and considered various other factors impacting the fair value of these assets, as more fully described below in the discussions of the results of operations- provision for impairment of goodwill. However, as of September 30, 2003, our only remaining intangible asset, software development costs, became fully amortized in fiscal 2004. d) We regularly evaluate our ability to recover the reported amount of our deferred income taxes considering several factors, including our estimate of the likelihood that we will generate sufficient taxable income in future years in which temporary differences reverse. Due to the uncertainties related to, among other things, the extent and timing of future income and the potential changes in the ownership of the Company, which could subject our net operating loss carry forwards to substantial annual limitations, we offset our net deferred tax assets by an equivalent valuation allowance as of September 30, 2004. e) As described in the Sales or Divestitures of Non-Core Businesses section of Note 2 to the Consolidated Financial Statements we have sought the protection of the respective courts in three European countries, which have agreed to orderly liquidations of five of our European subsidiaries. We have used a liquidation accounting model in the establishment of the net liabilities associated with these entities at September 30, 2004 and 2003. This accounting model required the estimation of the fair value of the assets of these entities. A considerable amount of judgment was used in determining the amount of cash to be recovered through the collection of receivables or the sale of inventory and equipment in a liquidation environment, that will then be available for the respective creditors. If actual market conditions are less favorable than those projected by management, the net assets available for creditors may be less than estimated. However, since the liabilities of these entities remain on our balance sheet at historical values (and exceed the fair value of their net assets by approximately $7,715,000 at September 30, 2004), we expect to recognize a gain upon legal resolution of the liquidations. The amount and timing of such gain is totally dependent upon the decisions to be issued by the respective court appointed liquidators. We received notice that the liquidation of the UK companies, which were under liquidation as of September 30, 2003 and 2002, has been approved and finalized by the UK creditors as of January 5, 2004. Based on such notice, management reduced the Company's net liabilities associated with subsidiaries in liquidation by approximately $1,400,000, reclassed approximately $1,073,000 of translation loss from accumulated other comprehensive loss to the consolidated statement of operations, and recognized a gain of approximately $320,000 in fiscal 2004. 23 f) Revenue related to software license sales is recorded at the time of shipment provided that (i) no significant vendor obligations remain outstanding at the time of sale; (ii) the collection of the related receivable is deemed probable by management; and (iii) vendor specific objective evidence ("V.S.O.E.") of fair value exists for all significant elements, including post-contract customer support ("PCS") in multiple element arrangements. g) Where the services relate to arrangements requiring significant production, modification or customization of software, and the service element does not meet the criteria for separate accounting, the entire arrangement, including the software element, revenue is accounted for in conformity with either the percentage-of-completion or completed contract accounting method. Percentage-of-completion generally uses input measures, primarily labor costs, where such measures indicate progress to date and provide a basis to estimate completion. Results of Operations Year ended September 30, 2004("2004")compared to year ended September 30, 2003 ("2003"). Operating Revenues: Operating revenues decreased by approximately $1,660,000 (or 39.3%) to approximately $2,567,000 in 2004. Revenues were negatively impacted by the continued weak demand in its key markets and exacerbated by the Company's lack of financial condition. Products and Services Sales to customers by the two significant product and service line groupings for the years ended September 30, 2004 and 2003 (in thousands) are as follows: September 30 --------------------------- 2004 2003 ---------- --------- Enterprise Solutions $ 84 $ 889 Service, Maintenance and Other 2,483 3,337 -------- ------- $ 2,567 $ 4,226 ======== ======= Enterprise solutions revenues decreased to $84,000 in 2004 from $889,000 in 2003. The decrease was a result of our strategy of de-emphasizing lower margin product sales, together with the impact of the downturn in the economy, especially post-September 11, in North America and our lack of financial condition. 24 Service, maintenance and other revenues have decreased approximately $854,000 from 2003. The decrease was a result of our strategy of de-emphasizing lower margin product sales, together with the impact of the downturn in the economy, especially post-September 11, in North America and our lack of financial condition. We anticipate that our revenues will, at a minimum, stabilize at these levels or improve slightly as we continue to restructure the Company and look for target acquisitions. Gross Profit: Gross profit decreased by approximately $808,000 (or 38.7%) to $1,279,085 in 2004. As a percent of operating revenues, gross profit was 49.8% in 2004 as compared to 49.4% in 2003. The gross profit percentage was flat when compared to last year. Operating Expenses: Selling and administrative expenses decreased approximately $1,717,000 (or 37%) to $2,925,000 in 2004. During 2004 we continued various cost reduction measures, including reduction in the number of our employees, facilities consolidations, as well as reductions in other expenses deemed redundant such as marketing and advertising and other headcount-related expenses. We expect our selling and administrative expenses to remain at these levels until which time our financial condition improves. There were no research and development ("R&D") expenses in 2004 or in 2003. As a result of the slow economy and our cost cutting efforts, we suspended R&D, focusing our technical resources on maintenance services, until which time additional financing is received. It is anticipated that R&D spending will recommence in 2005. The decrease in the depreciation and amortization to $154,694 in 2004, as compared to $235,363 in 2003, is the direct result of certain of our assets becoming fully depreciated and or amortized during the period. As a result of the aforementioned, our operating loss decreased by approximately $989,000 to approximately $1,801,000 for fiscal 2004 as compared to our operating loss of approximately $2,790,000 for fiscal 2003. Interest expense increased by approximately $1,117,000 to $1,969,000 in 2004. This increase is due to a non-cash charge for the beneficial conversion feature for long-term convertible debt. [See Note 11 of our consolidated financial statements.] During 2004 we settled certain of our liabilities and recognized a gain of $1,072,000, mainly due to our ability to settle $1,564,500 in debts and obligations for $492,500. 25 Gain on liquidation of foreign subsidiaries increased due to $320,000 gain on liquidation of the UK operations. The income tax provision is negligible in both years due primarily to operating losses. Year ended September 30, 2003("2003") compared to year ended September 30, 2002 ("2002"). Operating Revenues: Operating revenues decreased by approximately $31,909,000 (or 88.3%) to approximately $4,226,000 in 2003. Revenues were negatively impacted by the asset sales or disposals of all of the Company's European businesses and certain of its non-core US operations, as well as continued weak demand in its key markets and exacerbated by the Company's lack of financial condition. Products and Services Sales to external customers by the three significant product and service line groupings for the years ended September 30, 2003 and 2002 (in thousands) are as follows: September 30 --------------------------- 2003 2002 ---------- ---------- Point Solutions $ 0 $15,022 Enterprise Solutions 889 6,926 Service, Maintenance And Other 3,337 14,187 -------- -------- $ 4,226 $36,135 ======== ======== There were no Point Solutions products and services revenues as a result of our decision to sell and/or liquidate all of our European operations effective June 30, 2002, and our strategy of de-emphasizing lower margin product sales, together with the impact of the downturn in the economy, especially post-September 11, in North America. Enterprise solutions revenues decreased to $889,000 in 2003 from $6,926,000 in 2002. The decrease was also a result of our decision to sell and/or liquidate all of our European operations effective June 30, 2002, our strategy of de-emphasizing lower margin product sales, together with the impact of the downturn in the economy, especially post-September 11, in North America. 26 Service, maintenance and other revenues have decreased approximately $10,850,000 from 2002. The decrease was a result of our decision to sell and/or liquidate all of our European operations effective June 30, 2002, our strategy of de-emphasizing lower margin product sales, together with the impact of the downturn in the economy, especially post-September 11, in North America. Gross Profit: Gross profit decreased by approximately $10,153,000 (or 82.9%) to $2,087,000 in 2003. As a percent of operating revenues, gross profit was 49.4% in 2003 as compared to 33.9% in 2002. The gross profit percentage was favorably impacted by our emphasis on higher margin service and maintenance revenues. Operating Expenses: Selling and administrative expenses decreased approximately $17,861,000 (or 79.4%) to $4,642,000 in 2003. During 2003 we continued various cost reduction measures, including reduction in the number of our employees, facilities consolidations, as well as reductions in other expenses deemed redundant such as marketing and advertising and other headcount-related expenses. Research and development ("R&D") expenses decreased approximately $4,180,000 (or 100%) from 2002. As a result of the slow economy and our cost cutting efforts, we suspended R&D, focusing our technical resources on maintenance services, until which time additional financing is received. The decrease in the depreciation and amortization of intangibles to $235,000 in 2003, as compared to approximately $1,237,000 in 2002, is the direct result of the disposal of these assets in 2002. These intangibles were being amortized over their estimated lives ranging from 2 to 25 years. In 2002, we recorded an impairment charge of approximately $18,974,000. In 2002, we also made a provision of approximately $1,103,000 relating to various leases we terminated. As a result of the aforementioned, our operating loss decreased by approximately $32,966,000 to approximately $2,790,000 for fiscal 2003 as compared to approximately $35,756,000 for fiscal 2002. Interest expense decreased by approximately $2,023,000 to $852,000 in 2003. This decrease is due to decreased working capital borrowings at the end of fiscal 2001, carrying through in fiscal 2002 and liquidating our foreign operations in fiscal 2002. In fiscal 2002, we also recorded a loss on sale or liquidation of our non-core assets of approximately $3,081,000 and an increase in our litigation reserve of approximately $2,654,000 relating to our ongoing litigation (Refer to Item 3 - Legal Proceedings). 27 The income tax provision (credit) is negligible in both years due primarily to operating losses and a valuation allowance established against the related deferred tax assets. Liquidity and Capital Resources Based upon our substantial working capital deficiency ($21,663,000) and stockholders' deficiency ($23,656,000), at September 30, 2004 our current rate of cash consumption, the uncertainty of liquidity related initiatives described in detail below, and the reasonable possibility of on-going negative impacts on our operations from the overall economic environment for a further unknown period of time, there is substantial doubt as to our ability to continue as a going concern. The successful implementation of our business plan has required, and will require on a going forward basis, substantial funds to finance (i) continuing operations, (ii) further development of our enterprise software technologies, (iii) settlement of existing liabilities including past due payroll obligations to its employees, officers and directors, and (iv) possible selective acquisitions to achieve the scale we believe will be necessary to remain competitive in the global SCM industry. There can be no assurance that we will be successful in raising the necessary funds. Fiscal 2004 In fiscal 2004, the continued softness in the enterprise applications software and telecommunications industries continued to have a substantial negative impact on our results of operations. These factors, in combination with our continuing negative operating cash flows, placed significant pressures on our financial condition and liquidity and negatively impacted our operations. 28 Operating activities resulted in cash consumption of $2,352,000 in 2004. During fiscal 2004 we raised approximately $3,100,000, before cash transaction costs. At September 30, 2004, the above activities resulted in a net cash balance of $101,000 (an increase of $76,000). Outlook In light of current economic conditions, we may now anticipate, but cannot assure, reaching the point at which we generate cash in excess of our operating expenses in the quarter ending June 2005. However, the Company has accrued significant obligations during the past several years that exceeded our current assets and, to the extent we cannot settle existing obligations in stock or defer our obligations until we generate sufficient operating cash, we will require significant additional funds to meet accrued non-operating obligations, to fund operating losses, if required, short-term debt and related interest, capital expenditures, expenses related to cost-reduction initiatives, and potential liabilities that could arise from litigation claims and judgments. Our sources of ongoing liquidity include the cash flows of our operations, potential new credit facilities, and potential additional equity investments. Consequently, Vertex continues to aggressively pursue additional debt and equity financing, the restructuring of certain existing debt obligations and the reduction of its operating expenses. In addition, Vertex has structured its overall operations and resources around high margin enterprise products and services. However, in order to remain in business, the Company must raise additional cash in a timely fashion. The following initiatives have been completed or are in process to raise the required funds, settle liabilities and/or reduce expenses: (i) To obtain funding for our ongoing operations, we entered into a Securities Purchase Agreement with four accredited investors on April 28, 2004 for the sale of (i) $3,000,000 in secured convertible notes and (ii) warrants to buy 3,000,000 shares of our common stock. (ii) On September 27, 2004, we completed the terms and conditions of an Investment Restructuring Agreement that we entered into on May 26, 2004 with six accredited investors: MidMark Capital L.P., MidMark Capital II, L.P., Paine Webber Custodian F/B/O Wayne Clevenger, Joseph Robinson, O'Brien Ltd. Partnership and Matthew Finlay and Teresa Finlay JTWROS, who are also our principal stockholders. On June 25, 2004, as part of the Investment Restructuring Agreement, we exchanged series C preferred stock for newly authorized series C-1 convertible preferred stock on a 1:1 basis. On September 27, 2004, we issued 7,615 shares of newly authorized series D nonredeemable and mandatory redeemable convertible preferred stock to MidMark Capital, L.P. in exchange for $7,614,708 of debt, including accrued interest, owed by our subsidiaries and us to MidMark Capital II, L.P. In addition, on September 27, 2004, we issued 5,569,980 shares of common stock to MidMark Capital, L.P. upon exercise of warrants by MidMark Capital, L.P. The exercise price for the warrants was exchanged for the retirement of $315,309 in debt owed by us to MidMark Capital, L.P. As well, on September 27, 2004, we issued 240,000 shares of common stock to MidMark Capital II, L.P. upon exercise of warrants by MidMark Capital II, L.P. The exercise price for the warrants was exchanged for the retirement of $2,400 in debt owed by us to MidMark Capital II, L.P. (iii) The Company completed the sale of certain entities and assets during fiscal 2002. After being unsuccessful in attempting to sell its five remaining European operations (Vertex UK, Vertex Service and Maintenance Italy, Vertex Italy, Euronet and Vertex France), and based on the continuing cash drain from these operations, during fiscal 2002 the respective boards of directors determined that in the best interest of their shareholders that they would seek the protection of the respective courts in each country, which have agreed to an orderly liquidation of these companies for the benefit of their respective creditors. Upon legal resolution of approximately $7,715,000 of net liabilities of these remaining European entities recorded as of September 30, 2004, we expect to recognize a non-cash gain (and no significant cash outlay); however the amount and timing of such gain and cash outlay, if any, is totally dependent upon the decisions to be issued by the respective court appointed liquidators. We received notice that the liquidation of the UK companies, which were under liquidation as of September 30, 2003 and 2002, has been approved and finalized by the UK creditors as of January 5, 2004. Based on such notice, management reduced the Company's net liabilities associated with subsidiaries in liquidation by approximately $1,400,000, reclassed approximately $1,073,000 of translation loss from accumulated other comprehensive loss to the consolidated statement of operations, and recognized a gain of approximately $320,000 in fiscal 2004 29 (iv) We have continued to reduce headcount (to approximately 17 employees in our continuing North American business at September 30, 2004 of whom 3 are currently furloughed until additional funds are raised), consolidate facilities, and generally reduce costs. (v) The Company is negotiating with vendors to settle balances at substantial discounts. In addition, the Company is negotiating to settle certain notes payable and approximately $3,700,000 of litigation accruals at a discount or with the issuance of shares of either Vertex or XeQute. (vi) During the year ended September 30, 2004, we realized net gains of $1,072,000 from settlements of liabilities totaling $1,564,500 through payments of $492,500 in cash. While we are continuing our efforts to reduce costs, increase revenues, resolve lawsuits on favorable terms and settle certain liabilities on a non-cash basis there is no assurance that we will achieve these objectives. In addition, we will continue to pursue strategic business combinations and opportunities to raise both debt and equity financing. However, there can be no assurance that we will be able to raise additional financing in the timeframe necessary to meet our immediate cash needs, or if such financing is available, whether the terms or conditions would be acceptable to us. Basis of Presentation: The financial statements have been prepared on a basis that contemplates our continuation as a going concern and the realization of assets and liquidation of liabilities in the ordinary course of business. The financial statements do not include any adjustments, with the exception of the provision to reduce the carrying values of the assets of the subsidiaries in liquidation to their estimated net realizable value, relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. If we fail to raise capital when needed, the lack of capital will have a material adverse effect on our business, operating results and financial condition. 30 Contractual Obligations The table below summarizes our known contractual obligations, consisting of our debt agreements, our operating lease commitments and our employment agreements, as of September 30, 2004: Payments due by period ---------------------------------- Less than 1-3 3-5 Total one year Years Years ------------------------------------------- Debt(A) $3,777,224 $1,227,500 $2,549,724 Operating lease 782,332 176,000 541,125 $ 65,207 Employment agreements 495,000 495,000 ------------------------------------------- Total $5,054,556 $1,898,500 $3,090,849 $ 65,207 =========================================== (A) Of this amount, $1,227,500 currently in default or due on demand. New Accounting Pronouncements For information as to the effects of new accounting pronouncements, see Note 3 to the consolidated financial statements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk represents the risk of loss that may impact the financial position, results of operations or cash flows of the Company due to adverse changes in market prices and rates. The Company is exposed to market risk because of changes in foreign currency exchange rates as measured against the U.S. dollar and currencies of the Company's subsidiaries in Europe which are currently in liquidation. The Company does not anticipate that near-term changes in exchange rates will have a material impact on future earnings, fair values or cash flow of the Company, especially now that all of the European operations have been either sold or placed into liquidation. However, there can be no assurance that a sudden and significant change in the value of European currencies would not have a material adverse effect on the Company's financial condition and results of operations. The Company's short-term debt bears interest at variable rates; therefore, the Company's results of operations would only be affected by interest rate changes to the short-term debt outstanding. An immediate 10 percent change in interest rates would not have a material effect on the Company's results of operations over the next fiscal year. ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information called for by this "Item 8" is included following the "Index to Financial Statements and Schedules" appearing at the end of this Form 10-K. 31 31 ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures: As of September 30, 2004, the Company's management carried out an evaluation, under the supervision of the Company's Chief Executive Officer and the Chief Financial Officer of the effectiveness of the design and operation of the Company's system of disclosure controls and procedures pursuant to the Securities and Exchange Act, Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective, as of the date of their evaluation, for the purposes of recording, processing, summarizing and timely reporting material information required to be disclosed in reports filed by the Company under the Securities Exchange Act of 1934. Based on the evaluation, which disclosed no significant deficiencies or material weaknesses that are not being addressed in the actions currently being taken to improve its disclosure controls and procedures, the Company has identified certain deficiencies and issues with its internal controls that occurred in the fiscal year ended September 30, 2004. These deficiencies and issues include, but are not limited to: o During the fourth quarter of 2004 the Company identified that it had not timely considered certain issuances of equity securities and the beneficial conversion features imbedded within the convertible debt instruments and preferred stock issued in the fourth quarter. Management has put in place appropriate controls to mitigate this type of event from occurring in future periods. o Deficiencies related to the internal control environment. The Company has determined that for the period ended September 30, 2004, it had deficiencies due to inadequate staffing in its accounting department and the lack of a full-time Controller. The Company has hired a Controller subsequent to year end, and expects these controls will improve during the fiscal year ending September 30, 2005. Changes in internal controls: There were no changes in internal controls over financial reporting, known to the Chief Executive Officer or Chief Financial Officer that occurred during the period covered by this report that has materially affected, or is likely to materially effect, the Company's internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. 32 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY Certain information about directors and officers of the Company is contained in the following table as of September 30, 2004. Director Name of Director Age Position Since ----------------- ---- ---------------------- -------- Hugo H. Biermann 55 Executive Chairman 1999 Nicholas R. H. Toms 56 Chief Executive Officer and 1999 Chief Financial Officer Otto Leistner 60 2000 Barbara H. Martorano 47 Secretary There is no family relationship between any of the foregoing directors or between any of such directors and any of the Company's executive officers. The Company's executive officers serve at the discretion of the Board of Directors. Hugo H. Biermann has served as Executive Chairman of the Board of Directors since July 2001 and served as Joint Chairman and Joint Chief Executive Officer and a Director of the Company from September 1999 through June 2001. Mr. Biermann has been a principal in Edwardstone & Company, Incorporated ("Edwardstone"), an investment management company, since 1986 as well as serving as President of Edwardstone since 1989. From 1988 to 1995 Mr. Biermann served as Director and Vice Chairman of Peak Technologies Group, Incorporated ("Peak Technologies"), a company involved in automated data capture technologies. Nicholas R. H. Toms has served as Chief Executive Officer since July, 2001, as Chief Financial Officer since August, 2003, and served as Joint Chairman of the Board of Directors, Joint Chief Executive Officer and a Director of the Company from September 1999 through June 2001. Mr. Toms has been a principal of Edwardstone, an investment management company, since 1986 and Chairman and Chief Executive Officer of Edwardstone since 1989. From 1988 to 1997, Mr. Toms served as Chairman, President and Chief Executive Officer of Peak Technologies. Otto Leistner has been a Director since April 2000. He has been a Partner since 1995 in Leistner Pokoj Schnedler, a midsize accounting and consulting firm in Frankfurt, Germany with a staff of approximately 100. Barbara H. Martorano joined the Company in June 1990 and has served in a variety of positions, including Sales Order Processing Coordinator, Office Administrator, Executive Assistant to the President, CEO and Chairman of the Board, as well as Corporate Secretary as of January 17, 1996. 33 Operation of Board of Directors and Committees The Board of Directors met 18 times during the fiscal year ended September 30, 2004. Standing committees of the Board include an Audit Committee and a Stock Option/Compensation Committee. The Company does not have a Nominating Committee. During the time in which they were members, all directors attended in excess of 75% of the meetings. During the year 2004 , the Audit Committee was solely comprised of Messr. Leistner, a non-employee director. Pursuant to the Audit Committee Charter, the Committee's primary duties and responsibilities are to 1) serve as an independent and objective party to monitor the Corporation's financial reporting process and internal control system; 2) review and appraise the audit efforts of the Corporation's independent registered public accounting firms; and 3) provide an open avenue of communication among the independent registered public accounting firms, financial and senior management and the Board of Directors. Audit Committee Meetings primarily were combined with regular Board Meetings and included full Board participation. There were no meetings during the 2004 fiscal year during which Audit Committee agenda items were addressed. As of September 30, 2004 the Stock Option/Compensation Committee was comprised solely of Messr. Leistner. The Committee's primary functions are to determine remuneration policies applicable to the Company's executive officers and to determine the bases of the compensation of the Chief Executive Officer, including the factors and criteria on which such compensation is to be based. The Committee also administers the Company's Stock Option Plan. Stock Option/Compensation Committee Meetings primarily were combined with regular Board Meetings and included full Board participation. Compensation of Directors During fiscal year 2004, no compensation was received by its non-employee Director, Otto Leistner for services provided due to the financial condition of the Company. No options were granted to directors in fiscal year 2004. The Company reimburses directors for their reasonable out-of-pocket expenses with respect to board meetings and other Company business. 34 ITEM 11. EXECUTIVE COMPENSATION The following table sets forth information concerning the annual and long-term compensation for services in all capacities to the Company for the fiscal years ended September 30, 2004, 2003, and 2002 of the five highest compensation persons who were, at September 30, 2004, executive officers of the Company and earned $100,000 or more in any of the respective fiscal years:

~~September~~SUMMARY 30COMPENSATION TABLE ANNUAL COMPENSATION Other Annual Restricted Options LTIP Name & Principal Salary Bonus Compen- Stock SARs Payouts All Other Position Year ($) ($) sation ($) Awards($) (#) ($) Compensation ------------------------ ------- ------------ ------------ ------------ ------------- ----------- ------------ -------------- Hugo H. Biermann 2004 0 0 0 - - - - Executive Chairman of 2003 0 0 0 - - - - the Board of Directors 2002 ~~2001~~300,000 0 0 - - - - ------------------------ ------- ------------ ~~Point~~------------ ~~Solutions~~------------ ------------- ----------- ------------ -------------- Nicholas R. H. Toms 2004 50,000 0 0 - - - - Chief Executive Officer 2003 91,667 0 0 - - - - Chief Financial Officer 2002 300,000 0 0 - - - - ------------------------ ------- ------------ ------------ ------------ ------------- ----------- ------------ -------------- Mark A.~~.........~~ ~~$15~~Flint 2004 0 0 0 - - - - Chief Financial Officer 2003 218,~~022~~589 ~~$28~~(1) 0 0 - - - - 2002 275,~~849~~000 ~~Enterprise~~100,000 ~~Solutions~~(2) 0 - - - - ------------------------ ------- ------------ ------------ ------------ ------------- ----------- ------------ -------------- Donald W.~~......~~ 6Rowley 2004 0 0 0 - - - - Executive VP - 2003 101,~~926~~667 9(3) 0 0 - - - - Strategic Development 2002 225,~~921~~000 ~~Service~~0 ~~and~~0 ~~Maintenance~~- - - - ------------------------ ------- ------------ ------------ ------------ ------------- ----------- ------------ -------------- Robert Schilt 2004 100,000 0 0 - - - - Chief Technology Officer2003 214,475 0 0 - - - - XeQute Solutions, Inc.~~...~~ 142002 235,~~187~~828 20105,~~317~~000 0 - - - - ------------------------ ------- ------------ ~~$36~~------------ ------------ ------------- ----------- ------------ -------------- Timothy Callahan 2004 50,~~135~~000 ~~$59~~0 0 - - - - Vice President 2003 198,~~087~~750 ~~=========~~0 ~~==========~~0 - - - - Sales and Marketing 2002 170,625 0 0 - - - -

(1) Mr. Flint was laid off in August, 2003. (2) Such amount is accrued however unpaid as of June 16, 2004. (3) Mr. Rowley resigned as an officer in February, 2003, and was laid off in June, 2003. 35 Employment Agreements The Company has employment agreements with certain key employees, which automatically renew on an annual basis, unless otherwise terminated by either party. Such agreements provide for salary levels (approximately $495,000 as of September 30, 2004) as well as for incentive bonuses. As of September 30, 2004, two employees who have employment agreements, are on furlough from the Company, and are not receiving salaries while on furlough, but are receiving company benefits, with the expectation that they can return when the company has the financial capability for them to do so. One employee has verbally agreed to accept a lower salary until such time that the company has the financial capability to increase their salary. Stock Option Grants in Last Fiscal Year The following table describes certain information regarding stock options granted to each of the named executive officers in the fiscal year ended September 30, 2004, including the potential realizable value over the ten-year term of the options, based on assumed rates of stock appreciation of 5% and 10%, compounded annually. These assumed rates of appreciation comply with the rules of the Securities and Exchange Commission and do not represent Vertex's estimate of future stock price. Actual gains, if any, on stock option exercises will be dependent on the timing of such exercises and the future performance of Vertex's common stock. Potential Percent realizable of total value at assumed options annual rates of Number of granted to stock price Securities employees appreciation for Underlying in Exercise options terms Options fiscal Price Expiration --------------- Granted year ($/share) Date 5% 10% ---------- ---------- ---------- ---------- ----- ------ None in 2004 Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values The following table describes for the named executive officers, the exercisable and unexercised options held by them as of September 30, 2004. No options were exercised by the named executive officers in fiscal 2004. The "Value of Unexercised In-the-Money Options at Fiscal Year End" is based on a value of $.09 per share, the closing price of Vertex's common stock on The Nasdaq Stock Market's National Market, on September 30, 2004, less the per share exercise price, multiplied by the number of shares to be issued upon exercise of the options. Number of Securities Value of unexercised Underlying unexercised in-the-money options Options at fiscal year end at fiscal year end --------------------------- -------------------------- Name Exercisable Unexercisable Exercisable Unexercisable ---- ----------- ------------- ----------- ------------- Hugo Biermann 475,000 - n/a n/a Nicholas Toms 475,000 - n/a n/a Mark Flint 280,000 120,000 n/a n/a 36 401(k) Savings And Retirement Plan Vertex maintains a 401(k) savings plan (the "401(k) Plan") for the benefit of all U.S. based employees age 18 or over who have worked for at least three months and who are not covered by a collective bargaining agreement. The 401(k) Plan is qualified under Section 401(a) of the Code and is intended to qualify under Section 401(k) of the Code. The assets accumulated by the 401(k) Plan are held in a trust. Under the current terms of the 401(k) Plan, employees may elect to defer from Federal income tax up to 17% of their annual compensation, not to exceed Internal Revenue Code limits and have it contributed to the 401(k) Plan on their behalf. Beginning January 1, 2001, the Company contributed 50% of an employee's salary deferral up to 6% or a 3% match. The Company's contribution is funded after each calendar year end, with either cash or Vertex common stock, at the Company's option. The salary deferrals are fully vested, while the Company's contributions vest 20% upon the completion of the first year of service and 20% each successive year thereafter, until completion of the fifth year of service or, if earlier, upon the death, disability or retirement of the participant. Benefits under the 401(k)Plan are generally distributed in a lump sum following the participant's retirement, death, disability or termination of employment, or in a case of hardship, prior to the termination of the participant's employment. The Company contributions for the years ended September 30 were $59,000 for 2004, $80,000 for 2003 and $202,000 for 2002. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires the Company's directors and executive officers, and holders of more than 10% of the Company's Common Stock, to file with the Securities and Exchange Commission (the "SEC") initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Such executive officers, directors and 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based on its review of such forms that it received, or written representations from reporting persons that no Forms 5s were required for such persons, the Company believes that, during fiscal 2004, all Section 16(a) filing requirements have not been satisfied on a timely basis for members of the Board of Directors and Executive Officers. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION General Notwithstanding any statement to the contrary in any of the Company's previous or future filings with the Securities and Exchange Commission, this Report shall not be incorporated by reference into any such filings. 37 The Stock Option/Compensation Committee of the Company's Board of Directors (the "Committee") has furnished the following report on Executive Compensation in accordance with the rules and regulations of the Securities and Exchange Commission. This report outlines the duties of the Committee with respect to executive compensation, the various components of the Company's compensation program for executive officers and other key employees, and the basis on which the 2004 compensation was determined for the executive officers of the Company, with particular detail given to the compensation for the Company's Chief Executive Officer. Compensation of Executive Officers Generally The Committee is responsible for establishing compensation levels for the executive officers of the Company, including the annual bonus plan for executive officers and for administering the Company's Stock Option Plan. The Committee is comprised of one non-employee director: Mr. Leistner. The Committee's overall objective is to establish a compensation policy that will (i) attract, retain and reward executives who contribute to achieving the Company's business objectives; (ii) motivate executives to obtain these objectives; and (iii) align the interests of executives with those of the Company's long-term investors. The Company compensates executive officers with a combination of salary and incentives designed to focus their efforts on maximizing both the near-term and long-term financial performance of the Company. In addition, the Company's compensation program rewards individual performance that furthers Company goals. The executive compensation program includes the following: (i) base salary; (ii) incentive bonuses; (iii) long-term equity incentive awards in the form of stock option grants; and (iv) other benefits. Each executive officer's compensation package is designed to provide an appropriately weighted mix of these elements, which cumulatively provide a level of compensation roughly equivalent to that paid by companies of similar size and complexity engaged in the same or similar business. Base Salary. Base Salary levels for each of the Company's executive officers, including the Executive Chairman and the Chief Executive Officer, are generally set within a range of base salaries that the Committee believes are paid to similar executive officers at companies deemed comparable based on the similarity in revenue level, industry segment and competitive employment market to the Company. In addition, the Committee generally takes into account the Company's past financial performance and future expectations, as well as the performance of the executives and changes in the executives' responsibilities. There were no increases in the base salary for any of the Executive Officers of the Company during fiscal 2004, 2003 or 2002, reflecting the Company's objectives of cash preservation. 38 Incentive Bonuses. The Committee recommends the payment of bonuses to provide an incentive to executive officers to be productive over the course of each fiscal year. These bonuses are awarded only if the Company achieves or exceeds certain corporate performance objectives. The incentive bonus to each executive officer is based on the individual executive's performance as it relates to the Company's performance. With the exception of the Chief Financial Officer and the Chief Operating Officer - Europe (which bonuses were guaranteed bonuses), there were no incentive bonuses granted to any of the executive officers of the Company in 2004, 2003 or 2002, reflective of the operating losses and the desire to preserve cash. Equity Incentives. Stock options are used by the Company for payment of long-term compensation to provide a stock-based incentive to improve the Company's financial performance and to assist in the recruitment, retention and motivation of professional, managerial and other personnel. Generally, stock options are granted to executive officers upon commencement of employment with the Company and from time to time thereafter, based primarily upon the individual's actual and/or potential contributions to the Company and the Company's financial performance. Stock options are designed to align the interests of the Company's executive officers with those of its shareholders by encouraging executive officers to enhance the value of the Company, the price of the Common Stock, and hence, the shareholder's return. In addition, the vesting of stock options over a period of time is designed to create an incentive for the individual to remain with the Company. The Company has granted options to the executives on an ongoing basis to provide continuing incentives to the executives to meet future performance goals and to remain with the Company. No options were granted in 2004. Other Benefits. Benefits offered to the Company's executive officers are provided to serve as a safety net of protection against the financial catastrophes that can result from illness, disability, or death. Benefits offered to the Company's executive officers are substantially the same as those offered to all of the Company's regular employees. The Company also maintains a tax-qualified deferred compensation 401(k) Savings and Retirement Plan covering all of the Company's eligible U.S. based employees. Compensation of the Chief Executive Officer The Committee annually reviews the performance and compensation of the Chief Executive Officer based on the assessment of his past performance and its expectation of his future contributions to the Company's performance. Mr. Toms compensation for 2004 was $50,000 Policy with Respect to Qualifying Compensation for Deductibility Section 162(m) of the Internal Revenue Code imposes a limit on tax deductions for annual compensation (other than performance-based compensation) in excess of one million dollars paid by a corporation to its Chief Executive Officer and the other four most highly compensated executive officers of a corporation. The Company has not established a policy with regard to Section 162(m) of the Code, since the Company has not and does not currently anticipate paying cash compensation in excess of one million dollars per annum to any employee. None of the compensation paid by the Company in 39 2003 was subject to the limitations on deductibility. The Board of Directors will continue to assess the impact of Section 162(m) on its compensation practices and determine what further action, if any, is appropriate. 39 Stock Option/Compensation Committee Otto Leistner STOCK PERFORMANCE GRAPH The following line-graph provides a comparison of the cumulative total shareholder return on our Common Stock for the period September 30, 2000 through September 30, 2004, against the cumulative shareholder return during such period achieved by The Nasdaq Stock Market (U.S. Companies) ("Nasdaq US") and the "RDG Software Composite Index"). The graph assumes that $100 was invested on September 30, 1998 in our Common Stock and in each of the comparison indices, and assumes reinvestment of dividends. NASDAQ Stock RDG Software Measurement Period Vertex Market (U.S. Composite (Fiscal Year Covered) Interactive Companies) Index ---------------------- ----------- --------------- ------------ September 30, 2000 636.97 159.85 131.11 September 30, 2001 35.83 56.32 57.79 September 30, 2002 2.43 49.18 44.75 September 30, 2003 2.47 58.43 58.88 September 30, 2004 4.52 65.29 63.79 The Stock Performance Graph shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (collectively, the "Acts"), except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* AMONG VERTEX INTERACTIVE, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX, AND THE RDG SOFTWARE COMPOSITE INDEX PERFORMANCE GRAPH AVAILABLE UPON REQUEST * $100 invested on 9/30/99 in stock or index-including reinvestment of dividends. 40 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the amount and percent of shares of each class of stock that, as of December 10, 2004 are deemed under the rules of the Securities and Exchange Commission (the "Commission") to be "beneficially owned" by each member of the Board of Directors of the Company, by each Named Executive Officer of the Company, by all Directors and Executive Officers of the Company as a group, and by any person or "group" (as that term is used in the Securities Act of 1934, as amended) known to the Company as of that date to be a "beneficial owner" of more than 5% of the outstanding shares of the respective class of stock. NUMBER OF SHARES NAME AND ADDRESS BENEFICIALLY PERCENTAGE OF OF OWNER TITLE OF CLASS OWNED(1) CLASS (2) -------------------------------------------------------------------------------- Hugo H. Biermann Common Stock 1,863,010 (3) 2.54% 3619 Kennedy Road South Plainfield, NJ 07080 Nicholas R. H. Toms Common Stock 2,563,418 (4) 3.49% 3619 Kennedy Road South Plainfield, NJ 07080 Otto Leistner Common Stock 1,672,875 (5) 2.29% 3619 Kennedy Road South Plainfield, NJ 07080 Barbara Martorano Common Stock 19,000 (6) * 3619 Kennedy Road South Plainfield, NJ 07080 All Officers and Directors Common Stock 6,118,303 (7) 8.38% As a Group (4 persons) ---------------------------- American Marketing Complex Common Stock 9,455,000 12.96% 330 East 33rd Street, Suite 15M New York, NY 10016 MidMark Capital II L.P. Common Stock 293,234,996 (8) 80.07% 177 Madison Avenue Morristown, NJ 07960 ================================================================================ Pitney Bowes, Inc. Preferred A 1,356,852 100% One Elmcroft Road Stamford, CT 06926 ================================================================================ Pitney Bowes, Inc. Preferred B 1,000 100% One Elmcroft Road Stamford, CT 06926 ================================================================================ 41 MidMark Capital II L.P. Preferred C-1 805 80.74% 177 Madison Avenue Morristown, NJ 07960 Paine Webber Custodian Preferred C-1 50 5.02% F/B/O Wayne Clevenger 177 Madison Avenue Morristown, NJ 07960 Joseph Robinson Preferred C-1 50 5.02% 177 Madison Avenue Morristown, NJ 07960 O'Brien Ltd Partnership Preferred C-1 50 5.02% 177 Madison Avenue Morristown, NJ 07960 ================================================================================ MidMark Capital II, L.P. Preferred D 7,615 100% 177 Madison Avenue Morristown, NJ 07960 (1) Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of July 30, 2004 are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person. (2) For purposes of calculating the percentage beneficially owned, the number of shares of each class of stock deemed outstanding include 54,121,958 common shares; 1,356,852 Preferred "A" Shares; 1,000 Preferred "B" Shares; 997 Preferred "C" Shares and 7,391 Preferred "D" Shares outstanding as of July 30, 2004. (3) Includes 475,000 shares issuable pursuant to presently exercisable options and 388,010 shares held in the name of Bunter BVI Limited of which Mr. Biermann may be deemed to be a beneficiary. Mr. Biermann, however, disclaims such beneficial ownership. (4) Includes 475,000 shares issuable pursuant to presently exercisable options, 7,000 shares held by his wife, Caroline Toms, and 75,000 shares held in a trust for the benefit of his daughter, Catherine Toms, of which Mr. Toms is the trustee. Mr. Toms, however, disclaims such beneficial ownership of the shares owned by his wife and in the trust. (5) Includes 50,000 shares issuable pursuant to presently exercisable options, and 1,100,000 shares held in the name of Partas AG of which Mr. Leistner may be deemed to be a beneficiary. Mr. Leistner, however, disclaims such beneficial ownership. (6) Includes 19,000 shares issuable pursuant to presently exercisable options. (7) Includes 1,019,000 shares issuable pursuant to presently exercisable options and 388,010 shares held by a company for which by Mr. Biermann disclaims beneficial ownership. (8) Includes 253,833,333 shares issuable upon conversion of class D convertible preferred stock, and 33,233,333 shares issuable upon conversion of class C-1 convertible preferred stock. 42 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS On June 25, 2004, as part of an Investment Restructuring Agreement with six shareholders, who are also our principal shareholders, we exchanged class C preferred stock for class C-1 convertible preferred stock on a 1:1 basis. Each share of Series C-1 convertible preferred stock is convertible into $1,000 worth of our common stock, at the selling stockholders' option, at the lower of (i) $0.30 or (ii) 60% of the average of the three lowest intraday trading prices for the common stock on a principal market for the 20 trading days before but not including the conversion date. On September 27, 2004, we issued 7,615 shares of class D convertible preferred stock to MidMark Capital, L.P. in exchange for $7,614,708 of debt, including accrued interest, owed by our subsidiaries and us to MidMark Capital II, L.P. In addition, on September 27, 2004, we issued 5,569,980 shares of common stock to MidMark Capital, L.P. upon exercise of warrants by MidMark Capital, L.P. The exercise price for the warrants was exchanged for the retirement of $315,309 in debt owed by us to MidMark Capital, L.P. As well, on September 27, 2004, we issued 240,000 shares of common stock to MidMark Capital II, L.P. upon exercise of warrants by MidMark Capital II, L.P. The exercise price for the warrants was exchanged for the retirement of $2,400 in debt owed by us to MidMark Capital II, L.P. Each share of the class D convertible preferred stock is convertible into $1,000 worth of our common stock, at MidMark Capital's option, at the lower of (i) $0.30 or (ii) 60% of the average of the three lowest intraday trading prices for the common stock on a principal market for the 20 trading days before but not including the conversion date. ITEM 14. Principal Accounting Fees and Services Selection of the Independent Registered Public Accounting Firm for the Company is made by the Audit Committee. J.H. Cohn LLP has been selected as the Company's Independent Registered Public Accounting Firm for the current fiscal year. All audit and non-audit services provided by J.H. Cohn LLP are pre-approved by the Audit Committee which gives due consideration to the potential impact of non-audit services on auditor independence. In accordance with Independent Standard Board Standards No. 1 (Independence Discussion with Audit Committees), the Company received a letter and verbal communication from J.H. Cohn LLP that it knows of no state of facts which would impair its status as the Company's independent public accountants. The Audit Committee has considered whether the non-audit services provided by J.H. Cohn LLP are compatible with maintaining its independence and has determined that the nature and substance of the limited non-audit services have not impaired J.H. Cohn LLP's status as the Company's Independent Registered Public Accounting Firm. 43 AUDIT FEES The aggregate fees billed by our auditors, for professional services rendered for the audit of the Company's annual financial statements during the year ended September 30, 2004, and for the reviews of the financial statements included in the Company's Quarterly Reports on Form 10-Q and the registration statement during the fiscal year then ended was approximately $267,000. No such fees were billed for the year ended 2003. TAX FEES J.H. Cohn LLP billed the Company approximately $30,000 for tax related work during fiscal years 2004 and none for 2003. ALL OTHER FEES J.H. Cohn LLP did not bill the Company for any other services during fiscal years 2004 and 2003. 44 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed at the end of this report: 1. and 2. Financial Statements and Financial Statement Schedules: 1. Consolidated Financial Statements and Supplementary Data: Index to Consolidated Financial Statements: Reports of Independent Registered Public Accounting Firms F-1, F-2 Consolidated Balance Sheets September 30, 2004 and 2003 F-3, F-4 Consolidated Statements of Operations Years ended September 30, 2004, 2003 and 2002 F-5 Consolidated Statements of Changes in Stockholders' Equity (Deficiency) Years ended September 30, 2004, 2003 and 2002 F-6, F-7 Consolidated Statements of Cash Flows Years ended September 30, 2004, 2003 and 2002 F-8 Notes to Consolidated Financial Statements F-9 2. Financial Statement Schedules: Schedules for the years ended September 30, 2004, 2003 and 2002: Schedule II - Valuation Qualifying Accounts F-44 Schedules other than those listed above have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. 45 3. Exhibits: Exhibit No. Description ----------- ----------- 2.1 Form of Common Stock Certificate (incorporated by reference to the Registration Statement on Form S-18 filed under the Securities Act of 1933, as amended and effective June 2, 1986 (File No. 33-897-NY). 3.1 Certificate of Amendment to the Certificate of Incorporation of Vertex Interactive, Inc. filed with the Secretary of State, State of New Jersey on February 7, 2001, on October 18, 2001 and November 2, 2001 (incorporated by reference to the Form 10-Q filed May 20, 2002). 3.2 Amended By-laws, amended as of August 9, 2001 (incorporated by reference to the Form 10-K filed January 25, 2002). 4.1 Common Stock Purchase Warrant with AJW Offshore, Ltd., dated April 28, 2004 (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.2 Common Stock Purchase Warrant with AJW Partners, LLC, dated April 28, 2004 (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.3 Common Stock Purchase Warrant with AJW Qualified Partners, LLC, dated April 28, 2004 (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.4 Common Stock Purchase Warrant with New Millennium Capital Partners II, LLC, dated April 28, 2004 (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.5 Convertible Note with AJW Offshore, Ltd., dated April 28, 2004 (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.6 Convertible Note with AJW Partners, LLC, dated April 28, 2004 (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.7 Convertible Note with AJW Qualified Partners, LLC, dated April 28, 2004 (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.8 Convertible Note with New Millennium Capital Partners II, LLC, dated April 28, 2004 (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.9 Securities Purchase Agreement, dated as of April 28, 2004, by and among Vertex Interactive, Inc., AJW Partners, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and New Millennium Capital Partners II, LLC (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.10 Security Agreement, dated as of April 28, 2004, by and among Vertex Interactive, Inc., AJW Partners, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and New Millennium Capital Partners II, LLC (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.11 Intellectual Property Security Agreement, dated as of April 28, 2004, by and among Vertex Interactive, Inc., AJW Partners, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and New Millennium Capital Partners II, LLC (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.12 Registration Rights Agreement, dated as of April 28, 2004, by and among Vertex Interactive, Inc., AJW Partners, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and New Millennium Capital Partners II, LLC (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.13 Escrow Agreement, dated as of April 28, 2004, by and among Vertex Interactive, Inc., AJW Partners, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd., New Millennium Capital Partners II, LLC and Owen Naccarato (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.14 Guaranty and Pledge Agreement, dated as of April 28, 2004, by and among Vertex Interactive, Inc., AJW Partners, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd., New Millennium Capital Partners II, LLC and Nicholas Toms (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.15 Common Stock Purchase Warrant with AJW Offshore, Ltd., dated May 28, 2004 (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 46 4.16 Common Stock Purchase Warrant with AJW Partners, LLC, dated May 28, 2004 (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.17 Common Stock Purchase Warrant with AJW Qualified Partners, LLC, dated May 28, 2004 (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.18 Common Stock Purchase Warrant with New Millennium Capital Partners II, LLC, dated May 28, 2004 (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.19 Convertible Note with AJW Offshore, Ltd., dated May 28, 2004 (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.20 Convertible Note with AJW Partners, LLC, dated May 28, 2004 (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.21 Convertible Note with AJW Qualified Partners, LLC, dated May 28, 2004 (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.22 Convertible Note with New Millennium Capital Partners II, LLC, dated May 28, 2004 (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 4.23 Escrow Agreement, dated as of May 28, 2004, by and among Vertex Interactive, Inc., AJW Partners, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd., New Millennium Capital Partners II, LLC and Owen Naccarato (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 10.1 Incentive Stock Option Plan dated October 10, 1985, and amended February 14, 2000 (incorporated by reference to the Form 10-K filed on December 18, 2000). 10.2 Share Purchase Agreement, by and among Vertex Industries, Inc., St. Georges Trustees Limited, as trustee on behalf of the John Kenny Settlement and the Godfrey Smith Settlement, John Kenny and Bryan J. Maguire and Godfrey Smith dated June 21, 1999, as amended September 27, 1999, (incorporated by reference to the Form 8-K filed October 7, 1999). 10.3 Stock Purchase Agreement by and among Vertex Interactive, Data Control Systems and The Stockholders of Data Control Systems, Inc. dated March 31, 2000 (incorporated by reference to the Form 8-K filed April 12, 2000). 10.4 Agreement and Plan of Merger, dated September 18, 2000, by and among Vertex Interactive, Rensoft Acquisition Corp. and Renaissance Software, Inc. (incorporated by reference to the Form 8-K filed October 2, 2000). 10.5 Form of Note Purchase Agreement dated June 19, 2001 between Vertex Interactive, Inc. and MidMark Capital II, LP with respect to the Convertible Notes Payable (incorporated by reference to the Form 10-Q filed August 14, 2001). 10.6 Agreement and Plan of Merger, dated December 29, 2000, between Vertex Interactive and Applied Tactical Systems, Inc. (incorporated by reference to the Form 8-K filed March 2, 2001 and Form 8-K filed March 14, 2001.) 10.7 Asset Purchase Agreement and Ancillary Agreements between Vertex Interactive, Inc. and Finmek Holding N. V.-Genicom S.p.A., Genicom Ltd., Genicom S.A. dated October 6, 2000 (incorporated by reference to the Form 10-K filed on January 25, 2002). 10.8 Stock Purchase Agreement by and between Pitney Bowes Inc. and Vertex Interactive, Inc. dated October 18, 2001 for the purchase of Series "B" Preferred Stock (incorporated by reference to the Form 10-Q filed February 20, 2002). 10.9 Note Purchase Agreement by and among MidMark Capital II, L.P. and Vertex Interactive, Inc. dated as of November 1, 2001 for the purchase of 10% Convertible Notes Payable (incorporated by reference to the Form 10-Q filed February 20,2002). 10.10 Form of Conversion Agreement between Vertex Interactive, Inc. and MidMark dated March 7, 2002 and the Amended and Restated Convertible Promissory Note dated March 7, 2002 (incorporated by reference to the Form 10-Q filed May 20, 2002). 47 10.11 Asset Purchase Agreement between Vertex, Renaissance and Pitney Bowes dated April 19, 2002 (incorporated by reference to the Form 10-Q filed May 20, 2002). 10.12 Stock and Debt Purchase Agreement between MidMark Capital II, L.P., MidMark Capital, L.P., DynaSys, S.A. and Vertex Interactive, Inc. dated August 9, 2002 (incorporated by reference to the Form 10-K filed August 4, 2003). 21.1 Subsidiaries of Vertex Interactive, Inc. (incorporated by reference to the registration statement on Form S-1 filed June 22, 2004). 23.1 Consent of Independent Registered Public Accounting Firm -- J.H. Cohn, LLP (filed herewith). 23.2 Consent of Independent Registered Public Accounting Firm Withum Smith + Brown, P.C. (filed herewith). 31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer) 48 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VERTEX INTERACTIVE, INC. Date: December 29, 2004 /s/ Nicholas R. Toms --------------------------------- Nicholas R. Toms Chief Executive Officer and Chief Financial Officer Pursuant to the requirements by the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Company and in the capacities and on the dates indicated: December 29, 2004 /s/ Hugo H. Biermann --------------------------------- Hugo H. Biermann Executive Chairman and Director December 29, 2004 /s/ Nicholas R. Toms --------------------------------- Nicholas R. Toms Chief Executive Officer, Chief Financial Officer and Director December 29, 2004 /s/ Otto Leistner --------------------------------- Otto Leistner Director 49 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Vertex Interactive, Inc.: We have audited the accompanying consolidated balance sheets of Vertex Interactive, Inc. and Subsidiaries as of September 30, 2004 and 2003, and the related consolidated statements of operations, changes in stockholders' equity (deficiency) and cash flows for the years then ended. These 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 audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Vertex Interactive, Inc. and Subsidiaries as of September 30, 2004 and 2003, and their results of operations and cash flows for the years then ended, in conformity with United States generally accepted accounting principles. The consolidated financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As further discussed in Note 1 to the consolidated financial statements, among other things, the Company's operations have generated recurring losses and it had working capital and stockholders' deficiencies as of September 30, 2004. Such matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 1. The accompanying consolidated financial statements as of and for the year ended September 30, 2004 do not include any adjustments that might result from the outcome of this uncertainty. Our audits referred to above also included the information in Schedule II as of and for the years ended September 30, 2004 and 2003, which presents fairly, in all material respects, when read in conjunction with the consolidated financial statements, the information required to be set forth therein. /s/ J.H. Cohn LLP Roseland, New Jersey December 10, 2004 except for Notes 16 and 17 as to which the date is December 21, 2004 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Vertex Interactive, Inc.: We have audited the accompanying consolidated statements of operations, stockholders' equity (deficiency) and cash flows of Vertex Interactive, Inc. and Subsidiaries for the year ended September 30, 2002. Our audit also included the financial statement schedule for the year ended September 30, 2002 listed in the index at Item 15(a). These financial statements and the schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule 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 financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 consolidated results of operations and cash flows of Vertex Interactive, Inc. and Subsidiaries for the year ended September 30, 2002 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule for the year ended September 30, 2002, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects, the information set forth therein. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred significant operating losses and, at September 30, 2002 has a working capital deficiency of $27.4 million and a Stockholders' Deficiency of $26.8 million. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. As discussed in Notes 3 and 4 to the financial statements, the Company changed its method of accounting for goodwill and other intangible assets in accordance with Statement of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets" effective October 1, 2001. /s/ WithumSmith+Brown P.C. Livingston, New Jersey April 30, 2003 (July 31, 2003 as to Notes 1 and 19 of the September 30, 2002 financial statements) F-2 VERTEX INTERACTIVE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS September 30, 2004 and 2003 ASSETS 2004 2003 ---------- ---------- CURRENT ASSETS: Cash $ 101,390 $ 25,265 Restricted cash - short term 300,000 Accounts receivable, less allowance for doubtful accounts of $456,358 350,935 639,208 Inventories, net of valuation allowances 368,086 537,337 Prepaid expenses and other current assets 71,696 20,103 ---------- ---------- Total current assets 1,192,107 1,221,913 Equipment and improvements, net of accumulated depreciation and amortization of $1,359,090 and $1,320,152 33,748 70,249 Capitalized software costs, net of accumulated amortization of $347,269 and $231,513 -- 115,756 Restricted cash - long-term 150,000 -- Deferred financing costs, net of accumulated amortization of $54,189 260,926 -- Other assets 111,273 111,273 ---------- ---------- Total assets $1,748,054 $1,519,191 ========== ========== See notes to consolidated financial statements. F-3

~~Director~~VERTEX ~~Name~~INTERACTIVE, ofINC. ~~Director~~AND ~~Age~~SUBSIDIARIES ~~Principal~~CONSOLIDATED ~~Occupation~~BALANCE ~~Since~~SHEETS September 30, 2004 and 2003 LIABILITIES AND STOCKHOLDERS' DEFICIENCY 2004 2003 ----------- ------------ CURRENT LIABILITIES: Notes payable - unrelated parties $1,227,500 $ 1,869,236 Notes payable - related parties - 4,095,848 Convertible notes payable - related parties - 2,294,324 Mandatory redeemable Series D preferred stock - 504 shares at redemption value 504,713 - Accounts payable 3,653,751 4,533,875 Net liabilities associated with subsidiaries in liquidation 7,714,783 8,511,077 Payroll and related benefits accrual 1,994,852 2,622,354 Litigation related accruals 3,655,323 4,077,665 Other accrued expenses and liabilities 3,749,685 4,870,759 Deferred revenue 354,203 305,243 ----------- ------------ Total current liabilities 22,854,810 33,180,381 Long-term convertible notes payable - unrelated parties, net of unamortized debt discount 2,549,724 - ---------- ~~Hugo~~------------ HTotal Liabilities 25,404,534 33,180,381 ---------- ------------ COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' DEFICIENCY: Series A preferred stock, par value $0.01 ~~Biermann~~per 53share; ~~Executive~~2,000,000 ~~Chairman~~shares ~~1999~~authorized, ~~Vertex~~1,356,852 ~~Interactive~~issued and outstanding ($10,000,000 ~~Inc~~aggregate ~~Nicholas~~liquidation Rpreference) 13,569 13,569 Series B preferred stock, par value $0.01 Hper share; 1,000 shares authorized, 1,000 issued and outstanding ($1,000,000 aggregate liquidation preference) 10 10 Series C preferred stock, par value $0.01 ~~Toms~~per 54share; ~~Chief~~10,000 ~~Executive~~shares ~~Officer~~authorized, ~~1999~~997 ~~Vertex~~issued ~~Interactive~~and outstanding at September 30, ~~Inc~~2003 ~~Otto~~($997,000 ~~Leistner~~aggregate 58liquidation ~~Managing~~preference) &10 ~~Senior~~Series ~~Partner~~C-1 ~~2000~~preferred ~~Leistner~~stock, ~~Pokoj~~par ~~Schnedler~~value $0.01 per share; 10,000 shares authorized, 997 issued and outstanding at September 30, 2004 ($997,000 aggregate liquidation preference) 10 - Series D preferred stock, par value $0.01 per share; 10,000 shares authorized, 7,111 issued and outstanding ($7,109,995 aggregate liquidation preferences) 71 - Common stock, par value $0.005 per share; 400,000,000 shares authorized and 56,116,342 shares issued at September 30, 2004; 75,000,000 shares authorized and 48,201,978 shares issued at September 30, 2003, 280,583 241,011 Additional paid-in capital 164,442,227 155,364,295 Unearned income (400,000) Accumulated deficit (186,517,047) (184,332,055) Accumulated other comprehensive loss (1,808,663) (2,480,790) Less: Treasury stock, 87,712 shares of common stock (at cost) (67,240) (67,240) ------------- ------------ Total stockholders' deficiency (23,656,480) (31,661,190) ------------- ------------ Total liabilities and stockholders' deficiency $ 1,748,054 $ 1,519,191 ============= ============

See notes to consolidated financial statements. F-4 VERTEX INTERACTIVE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended September 30, 2004, 2003 and 2002 2004 2003 2002 ------------ ------------ ------------ REVENUES $ 2,566,520 $ 4,226,187 $ 36,135,217 COST OF SALES 1,287,435 2,138,883 23,894,594 ------------ ------------ ------------ GROSS PROFIT 1,279,085 2,087,304 12,240,623 ------------ ------------ ------------ OPERATING EXPENSES: Selling and administrative 2,925,051 4,642,123 22,503,288 Research and development -- -- 4,179,553 Depreciation of equipment and improvements 38,938 119,606 820,000 Amortization of intangible assets 115,756 115,757 417,162 Provision for termination of leases -- -- 1,102,984 Impairment of goodwill and other intangible assets -- -- 18,973,832 ------------ ------------ ------------ Total operating expenses 3,079,745 4,877,486 47,996,819 ------------ ------------ ------------ OPERATING LOSS (1,800,660) (2,790,182) (35,756,196) ------------ ------------ ------------ OTHER INCOME (EXPENSES): Interest income -- 2,703 93,967 Interest expense (1,969,074) (851,933) (2,875,396) Provision for litigation claims -- -- (2,653,891) Loss on sale or liquidation of non-core assets -- -- (3,080,656) Gain on liquidation of foreign subsidiaries 320,951 -- -- Gain on settlements of liabilities 1,072,247 -- -- Other 193,279 (10,941) (367,364) ------------ ------------ ------------ Net other income (expense) (382,597) (860,171) (8,883,340) ------------ ------------ ------------ LOSS BEFORE PROVISION FOR INCOME TAXES (2,183,257) (3,650,353) (44,639,536) Provision for income taxes 1,735 -- 134,843 ------------ ------------ ------------ NET LOSS (2,184,992) (3,650,353) (44,774,379) Charge for preferred stock beneficial conversion feature 3,444,683 -- -- ------------ ------------ ------------ NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS ($5,629,675) ($3,650,353) ($44,774,379) ============ ============ ============ Net loss per common share: Basic and diluted $ (0.12) $ (0.09) $ (1.26) ============ ============ ============ Weighted average number of shares outstanding: Basic and diluted 48,469,039 39,671,923 35,649,274 ============ ============ ============ See notes to consolidated financial statements. F-5

~~Name~~VERTEX ~~Age~~INTERACTIVE, ~~Position~~INC. ~~Raymond~~AND J.SUBSIDIARIES ~~Broek~~CONSOLIDATED 51STATEMENTS ~~Treasurer~~OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) For the Years ended September 30, 2004, 2003 and ~~Vice~~2002 ~~President~~Preferred Stock Common Stock -~~Finance~~---------------- ~~Mark~~---------------- A.Additional ~~Flint~~Deferred 56Paid-In ~~Chief~~Compensation/ ~~Financial~~Shares ~~Officer~~Amount ~~Jacqui~~Shares ~~Gerrard~~Amount Capital Unearned Income -------- ------ ------ ------ ---------- -------------- Balance September 30, 2001 1,356,852 $13,569 34,909,506 $174,548 $149,321,766 $(180,557) Issuance of common stock 34,404 172 68,844 Issuance of Series B preferred stock, net of expenses 1,000 10 960,990 Issuance of stock in connection with acquisitions 1,676,168 8,381 930,667 Issuance of stock and stock options in connection with retirement of debt and other obligations 581,900 2,910 2,031,153 Purchase of treasury stock (47,657 shares) Conversion of notes payable into Series C preferred stock 997 10 996,990 Amortization of deferred compensation 180,557 Cancellation of common stock (1,676,168) (8,381) (930,667) Exercise of stock options 1,676,168 8,381 930,667 Settlement of acquisition related escrow (500,000) Non cash interest expense 1,168,885 Comprehensive loss: Net loss Change in unrealized foreign exchange translation gains/losses Comprehensive loss --------- -------- ---------- -------- ------------ -------- Balance September 30, 2002 1,358,849 13,589 37,201,978 186,011 154,979,295 - Common stock issued in exchange for services 1,000,000 5,000 35,000 Common stock issued for trade credits 10,000,000 50,000 350,000 (400,000) Other comprehensive income (loss), net of tax: Comprehensive loss: Net loss Change in unrealized foreign exchange translation gains/losses Comprehensive loss --------- -------- ---------- -------- ------------ --------- Balance September 30, 2003 1,358,849 13,589 48,201,978 ~~Chief~~241,011 ~~Operating~~155,364,295 ~~Officer~~(400,000) Effects of issuance of warrants with notes payable: Related parties 54,000 Unrelated parties 427,500 Conversion of notes payable -~~Europe~~ ~~Donald~~related W.parties ~~Rowley~~into 51non-redeemable ~~Executive~~Series ~~Vice~~D ~~President~~preferred stock 7,111 71 7,109,924 Exercise of warrants 5,809,980 29,050 288,659 Conversion of long-~~Strategic~~term ~~Development~~notes ~~Barbara~~payable H.- ~~Martorano~~unrelated 46parties ~~Corporate~~1,754,384 ~~Secretary~~8,772 89,474 Common stock issued in exchange for services 350,000 1,750 12,250 Issuance of Series C-1 preferred stock for Series C - - Write off of unearned income 400,000 Beneficial conversion feature related to Long-term convertible debt 1,096,125 Comprehensive loss: Net loss Change in unrealized foreign exchange translation gains/losses Reclassification into current period earnings Comprehensive loss --------- -------- ---------- -------- ------------ -------- Balance September 30, 2004 1,365,960 $ 13,660 56,116,342 $280,583 $164,442,227 $ - ========= ======== ========== ======== ============ ========

F-6

~~Long~~VERTEX ~~Term~~INTERACTIVE, ~~Annual~~INC. ~~Compensation~~AND ~~Compensation~~SUBSIDIARIES ~~Securities~~CONSOLIDATED ~~Name~~STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) For the Years Ended September 30, 2004, 2003 and ~~Principal~~2002 ~~Bonus~~(continued) &Accumulated Other ~~Underlying~~Accumulated ~~Position~~Comprehensive ~~Year~~Comprehensive ~~Salary~~Treasury ~~Cash~~Deficit ~~Items~~Loss ~~Options~~Income/(#Loss) Stock Total -----------~~-------~~ ----- -------- -------------- -------- ------- ~~Hugo~~Balance H.September ~~Biermann~~30, ~~2002~~2001 $~~300~~(135,~~000~~907,323) -$(1,426,307) -$(45,169) ~~Executive~~$11,950,527 ~~Chairman~~Issuance ~~2001~~of ~~300~~common stock 69,016 Issuance of Series B preferred stock, net of expenses 961,000 -Issuance -of stock in connection with acquisitions 939,048 Issuance of ~~the~~stock ~~Board~~and stock options in connection with retirement of ~~Directors~~debt ~~2000~~and ~~300~~other obligations 2,~~000~~034,063 -Purchase ~~475~~of treasury stock (47,~~000~~657 ~~Nicholas~~shares) R.(22,071) H.(22,071) ~~Toms~~Conversion ~~2002~~of ~~300~~notes payable into Series C preferred stock 997,000 -Amortization -of ~~Chief~~deferred ~~Executive~~compensation ~~Officer~~180,557 ~~2001~~Cancellation ~~300~~of common stock (939,~~000~~048) -Exercise -of ~~And~~stock ~~Director~~options ~~2000~~939,048 ~~300~~Settlement of acquisition related escrow (500,000) -Non ~~475~~cash interest expense 1,~~000~~168,885 ~~Mark~~Comprehensive A.loss: ~~Flint~~Net ~~2002~~loss ~~275~~(44,~~000~~774,379) $~~100~~(44,~~000~~774,379) (144,774,379) -Change ~~Chief~~in ~~Financial~~unrealized ~~Officer~~foreign ~~2001~~exchange 40translation gains/losses 160,~~104~~829 160,829 160,829 ------------ ~~400~~Comprehensive loss $(44,~~000~~613,550) ~~2000~~----------- ============ --------- ------- ------------ ~~Jacqui~~Balance ~~Gerrard~~September 30, 2002 ~~187~~(180,~~200~~681,702) -(1,265,478) -(67,240) ~~Chief~~(26,835,525) ~~Operating~~Common ~~Officer~~stock -issued ~~2001~~in ~~188,500~~exchange ~~71,050~~for 50services 40,000 ~~Europe~~Common ~~2000~~stock ~~95,425~~issued ~~39,800~~for ~~100,000~~trade ~~Donald~~credits W.Other ~~Rowley~~comprehensive ~~2002~~income ~~225~~(loss),~~000~~ -net -of ~~Executive~~tax: ~~Vice~~Comprehensive ~~President~~loss: -Net ~~2001~~loss ~~206~~(3,~~731~~650,353) -$ ~~200~~(3,~~000~~650,353) ~~Strategic~~(3,650,353) ~~Development~~Change ~~2000~~in -unrealized -foreign -exchange translation gains/losses (1,215,312)~~Such~~ ~~amount~~(1,215,312) is(1,215,312) ~~accrued~~------------ ~~however~~Comprehensive ~~unpaid~~loss as$(4,865,665) of----------- ~~June~~============ --------- -------- ------------ Balance September 30, 2003. (184,332,055) (2,480,790)~~All~~ ~~officers~~(67,240) ~~and~~(31,661,190) ~~U.S.~~Effects ~~based~~of ~~employees~~issuance of ~~Vertex~~warrants ~~are~~with ~~eligible~~notes topayable: ~~participate~~Related inparties ~~the~~54,000 ~~401k~~Unrelated ~~Savings~~parties ~~and~~427,500 ~~Retirement~~Conversion ~~plan~~of ~~that~~notes ispayable ~~funded~~related byparties ~~voluntary~~into ~~employee~~non-redeemable ~~and~~Series ~~Company~~D ~~contributions.~~preferred ~~See~~stock ~~"401(k)~~7,109,995 ~~Savings~~Exercise ~~and~~of ~~Retirement~~warrants ~~Plan".~~317,709 ~~(3)In~~Conversion ~~accordance~~of ~~with~~long-term ~~the~~notes ~~rules~~payable of- ~~the~~unrelated ~~Securities~~parties ~~and Exchange Commission~~98,246 ~~other~~Common ~~compensation~~stock ~~received~~issued in ~~the~~exchange ~~form~~for services 14,000 Issuance of ~~perquisites~~Series ~~and~~C-1 ~~other~~Preferred ~~personal~~Stock ~~benefits~~for ~~has~~Series ~~been~~C ~~omitted~~Write ~~because~~off ~~such~~of ~~perquisites~~unearned ~~and~~income ~~other~~400,000 ~~personal~~Beneficial ~~benefits~~conversion ~~constituted~~feature ~~less~~related ~~than~~to ~~the~~Long-term ~~lesser~~convertible ofdebt 1,096,125 Comprehensive loss: Net loss (2,184,992) $50(2,~~000~~184,992) or(2,184,992) ~~10%~~Change ofin ~~the~~unrealized ~~total~~foreign ~~annual~~exchange ~~salary~~translation ~~and~~gains/losses ~~bonus~~(401,081) ~~for~~(401,081) ~~the~~(401,081) ~~Named~~Reclassification ~~Executive~~into ~~Officer~~current ~~for~~-------- ~~such~~period ~~year.~~earnings 1,073,208 1,073,208 Comprehensive loss $(2,586,073) ------------- =============== ----------- -------- ------------ Balance September 30, 2004 $(186,517,047) $(1,808,663) $(67,240)$(23,656,480) ============= =========== ======== ============

See notes to consolidated financial statements. F-7

~~Potential~~VERTEX ~~Percent~~INTERACTIVE, ~~realizable~~INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended September 30, 2004, 2003 and 2002 2004 2003 2002 ------------ ------------ ------------ Cash Flows from Operating Activities: Net Loss $(2,184,992) $(3,650,353) $(44,774,379) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 154,693 235,363 1,237,162 Loss on sale or liquidation of ~~total~~non-core ~~value~~businesses atand ~~assumed~~assets ~~options~~-- ~~annual~~-- ~~rates~~3,080,656 Impairment of ~~Number~~goodwill and other intangible assets -- -- 18,973,832 Write-off of ~~granted~~unearned toincome 400,000 -- -- Common stock ~~price~~issued ~~Securities~~in ~~employees~~exchange ~~appreciation~~for services 14,000 40,000 -- Non cash interest expense -- -- 1,168,885 Amortization of deferred financing costs 54,189 -- 180,557 Charges to interest expense for ~~Underlying~~beneficial conversion feature and warrants issued with notes payable: Related parties 54,000 -- -- Unrelated parties 1,171,594 -- -- Gain on liquidation of foreign subsidiaries (320,951) -- -- Gain on settlements of liabilities (1,072,247) -- -- Changes in ~~Exercise~~assets ~~options~~and ~~terms~~liabilities, ~~Options~~net ~~fiscal~~of ~~Price~~effects ~~Expiration~~of acquisitions and disposals: Restricted cash (450,000) Accounts receivable, net 288,273 297,038 4,948,464 Inventories, net 169,251 404,020 933,072 Prepaid expenses and other current assets (51,593) 243,157 261,629 Other assets -- 55,692 1,010,556 Accounts payable (57,877) 104,810 184,707 Accrued expenses and other liabilities (569,229) 1,472,099 5,580,371 Advances from customers -- (343,547) (39,400) Deferred revenue 48,960 (1,012,197) (1,075,747) ------------ ~~Granted~~------------ ~~year~~------------ Net cash used in operating activities (~~$/share~~2,351,929) ~~Date~~(2,153,918) (8,329,635) ------------ ------------ ------------ Cash Flows from Investing Activities: Additions to equipment and improvements (2,436) (2,781) (172,458) Proceeds from sale of assets, net of cash sold -- -- 1,184,231 ------------ ------------ ------------ Net cash provided by (used in) investing activities (2,436) (2,781) 1,011,773 ------------ ------------ ------------ Cash Flows from Financing Activities: Loans payable bank, net -- -- (683,386) Deferred financing costs (315,114) -- -- Proceeds from senior credit facility and notes payable -- 250,000 3,186,000 Payments of senior credit facility and notes payable -- (145,736) (2,933,645) Payments of mortgages -- -- (49,564) Payments of capitalized lease obligations -- -- (127,656) Proceeds from convertible notes payable - unrelated parties 3,000,000 -- -- Proceeds from notes and convertible notes payable - related parties 137,339 1,986,948 5%,588,900 ~~10%~~Repayment of notes payable - unrelated parties (391,735) -- -- Net proceeds from issuance of stock -- -- 1,030,168 Purchase of treasury stock -- (22,071) ------------ ------------ ------------ Net cash provided by financing activities 2,430,490 2,091,212 5,988,746 ------------ ------------ ~~None~~------------ Effect of exchange rate changes on cash -- 16,736 (8,090) ------------ ------------ ------------ Net increase (decrease) in ~~2002~~cash 76,125 (48,751) (1,337,206) Cash at Beginning of year 25,265 74,016 1,411,222 ------------ ------------ ------------ Cash at End of year $ 101,390 $ 25,265 $ 74,016 ============ ============ ============ Cash paid for: Interest $ 154,575 $ 72,000 $ 930,000 Income taxes $ -- $ -- $ 237,000 Noncash investing and financing activities: Notes payable and accrued interest - related parties converted into nonredeemable and mandatory redeemable preferred stock $ 7,109,995 -- -- Long-term convertible notes payable - unrelated parties converted into common stock $ 98,246 -- --

See notes to consolidated financial statements. F-8 VERTEX INTERACTIVE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. RECENT DEVELOPMENTS AND NATURE OF PRESENTATION Background and Description of Business Vertex Interactive, Inc. ("Vertex" or "we" or "our" or the "Company") is a global provider of supply chain management ("SCM") technologies, including enterprise software systems and applications, that enable our customers to manage their orders, inventory and warehouse needs, consultative services, and software and hardware service and maintenance. We serve our clients through three general product and service lines: (1) enterprise solutions; (2) point solutions; and, (3) service and maintenance for our products and services, including service and maintenance of software and hardware we resell for third parties. Our enterprise solutions include a suite of Java'TM'-architected software applications, applications devoted to the AS/400 customer base, as well as a portfolio of "light-directed" systems for inventory, warehouse and distribution center management. Our point solutions provide an array of products and services designed to solve more specific customer needs from managing a mobile field workforce, mobile data collection, distributed bar code printing capabilities, compliance labeling applications, automated card devices, software development tools and proprietary software serving SAP R/3 users. We provide a full range of software and hardware support services and maintenance on a 24-hour, 7-days a week, 365-days a year basis, including the provision of wireless and wired planning and implementation services for our customers' facilities. In August 2002, Vertex formed XeQute Solutions, Inc. ("XeQute"), a Delaware corporation, which is an indirect, wholly-owned subsidiary. XeQute purchased most of the operating assets and assumed certain liabilities of both Vertex and its principal North American subsidiaries and became the principal operating entity of the group effective October 1, 2002. These assets comprise substantially all of the enterprise software businesses of Vertex. XeQute is a wholly-owned subsidiary of XeQute Solutions PLC ("XeQute PLC") which is a holding company that is a direct, wholly-owned subsidiary of Vertex. In August 2002, the Company was notified that the NASDAQ Listing Qualifications Panel had determined that the Company had failed to comply with the $1.00 minimum closing bid price and the minimum stockholders' equity or the market value of publicly held shares requirements for continued listing and it delisted the Company's securities from the NASDAQ National Stock Market effective with the open of business on August 21, 2002 and listed them on the NASDAQ Bulletin Board. From February 17, 2003 to March 30, 2004, the Company's securities were quoted on the Pink Sheets, under the symbol "VETXE". The Company's securities received approval to return to the bulletin board for trading as of March 31, 2004. Expiration of Acquisition Agreement As previously reported on Form 8-K which was filed with the Securities and Exchange Commission on August 12, 2003, the Company entered into an asset purchase agreement with Jag Media Holdings, Inc. ("JAG Media") pursuant to which it would sell all of the assets and certain liabilities of XeQute, the Company's wholly-owned subsidiary, to JAG Media, in exchange for approximately 54% of JAG Media's common stock. The agreement was subject to certain terms and conditions, one of which was closing on or before October 31, 2003 and the Company's ability to arrange $8,000,000 of financing upon terms and conditions satisfactory to JAG Media, XeQute and Vertex. On October 31, 2003, the agreement expired by its terms. F-9 Going Concern Matters Based upon our substantial working capital deficiency and stockholders' deficiency, of approximately $21,663,000 and $23,656,000 at September 30, 2004, respectively, our recurring losses, our historic rate of cash consumption, the uncertainty arising from our default on a note payable with a balance of $1,227,500 as of September 30, 2004 (see Note 10), the uncertainty of our liquidity-related initiatives described in detail below, and the reasonable possibility of on-going negative impacts on our operations from the overall economic environment for a further unknown period of time, there is substantial doubt as to our ability to continue as a going concern. The successful implementation of our business plan has required, and our ability to continue as a going concern will require on a going forward basis, the Company to raise substantial funds to finance (i) continuing operations, (ii) the further development of our enterprise software technologies, (iii) the settlement of existing liabilities including past due payroll obligations to our employees, officers and directors, and (iv) possible selective acquisitions to achieve the scale we believe will be necessary to enable us to remain competitive in the global SCM industry. There can be no assurance that we will be successful in raising the necessary funds. Fiscal 2004: In fiscal 2004, the previous decline in the enterprise applications software and telecommunications industries continued to have a substantial negative impact on our results of operations. These factors, in combination with our continuing negative operating cash flows, placed significant pressures on our financial condition and liquidity and negatively impacted our operations. Operating activities resulted in cash consumption of approximately $2,352,000 in 2004. During fiscal 2004 we raised approximately $3,100,000 including cash transaction costs through the issuance of notes payable and notes and convertible notes payable from unrelated parties, restructured notes, converted debt into equity, and paid a loan in default. At September 30, 2004, we had a net cash balance of approximately $101,000. Outlook: In light of current economic conditions, we now anticipate, but cannot assure, reaching the point at which we will generate cash in excess of our operating expenses in the quarter ending June 30, 2005. However, we had current obligations at September 30, 2004 accumulated during the past several years that substantially exceeded our current assets and, to the extent we cannot settle existing obligations in stock or defer payment of our obligations until we generate sufficient operating cash, we will require significant additional funds to meet accrued non-operating obligations, to fund operating losses, if required, short-term debt and related interest, capital expenditures and expenses related to cost-reduction initiatives, and to pay liabilities that could arise from litigation claims and judgments. Our sources of ongoing liquidity include the cash flows from our operations, potential new credit facilities and potential additional equity investments. F-10 Consequently, Vertex continues to aggressively pursue obtaining additional debt and equity financing, the restructuring of certain existing debt obligations, and the reduction of its operating expenses. In addition, it has structured its overall operations and resources around high margin enterprise products and services. However, in order to remain in business, the Company must raise additional cash in a timely fashion. Initiative Completed or in Process: The following initiatives related to raising required funds, settling liabilities and/or reducing expenses have been completed or are in process: (i) As of September 27, 2004, the Company had approximately $7,614,000 of borrowings from and accrued interest payable to Midmark Capital, L.P. and its affiliate, Midmark Capital II, L.P., and certain individuals related to these two entities, which are referred to collectively as "Midmark". Midmark owns shares of Vertex's preferred and common stock and has the ability to purchase a majority interest in Vertex (see Note 12). As explained below, this debt was exchanged for Series D nonredeemable and mandatory redeemable preferred stock on that date. (ii) The Company completed the sale of certain entities and assets during fiscal 2002. After being unsuccessful in attempting to sell its five remaining European operations (Vertex UK, Vertex Service and Maintenance Italy, Vertex Italy, Euronet and Vertex France), and based on the continuing cash drain from these operations, during fiscal 2002 the respective boards of directors determined that in the best interest of their shareholders that they would seek the protection of the respective courts in each country, which have agreed to an orderly liquidation of these companies for the benefit of their respective creditors. During the year ended September 30, 2004, we recognized a noncash gain of $321,000 from the approval by creditors of the liquidation of the net liabilities of the Company's U.K. subsidiary (see Note 2). Upon legal resolution of the approximately $7,715,000 of net liabilities of these remaining European entities as of September 30, 2004, we expect to recognize a non-cash gain (and no significant cash outlay), however the amount and timing of such gain and cash outlay, if any, is totally dependent upon the decisions to be issued by the respective court appointed liquidators (See Note 2 as to the approval of the liquidation of the U.K. subsidiaries in January 2004). (iii) We have continued to reduce headcount (to approximately 17 employees in our continuing North American business at September 30, 2004 and December 10, 2004, of whom 3 were furloughed until additional funds are raised), consolidate facilities and generally reduce costs. (iv) To obtain funding for our ongoing operations, we entered into a Securities Purchase Agreement with four accredited investors on April 28, 2004 pursuant to which we sold (i) $3,000,000 in secured convertible notes and (ii) warrants to buy 3,000,000 shares of our common stock (see Note 11). (v) The Company is negotiating with vendors to settle balances at substantial discounts. In addition, the Company is negotiating to settle certain notes payable and approximately $3,700,000 of litigation accruals at a discount or with the issuance of shares of either Vertex or XeQute. (vi) During the year ended September 30, 2004, we realized net gains of $1,072,000 from settlements of liabilities totaling $1,564,500 through the payments of $492,500 in cash. (vii) On September 27, 2004, we completed the terms and conditions of an Investment Restructuring Agreement that we entered into on May 26, 2004 with six accredited investors: MidMark Capital L.P., MidMark Capital II, L.P., Paine Webber Custodian F/B/O Wayne Clevenger, Joseph Robinson, O'Brien Ltd. Partnership and Matthew Finlay and Teresa Finlay JTWROS, who are also our principal stockholders. F-11 On June 25, 2004, as part of the Investment Restructuring Agreement, we exchanged Series C preferred stock for Series C-1 convertible preferred stock on a 1:1 basis. On September 27, 2004, we issued 7,615 shares of Series D non redeemable and mandatory redeemable convertible preferred stock to MidMark Capital, L.P. in exchange for $7,614,708 of debt owed by our subsidiaries and us to MidMark Capital II, L.P. In addition, on September 27, 2004, we issued 5,569,980 shares of common stock to MidMark Capital, L.P. upon exercise of warrants by MidMark Capital, L.P. The exercise price for the warrants was exchanged for the retirement of $315,309 in debt owed by us to MidMark Capital, L.P. As well, on September 27, 2004, we issued 240,000 shares of common stock to MidMark Capital II, L.P. upon exercise of warrants by MidMark Capital II, L.P. The exercise price for the warrants was exchanged for the retirement of $2,400 in debt owed by us to MidMark Capital II, L.P. While we are continuing our efforts to reduce costs, increase revenues, resolve lawsuits on favorable terms and settle certain liabilities on a non-cash basis there is no assurance that we will achieve these objectives. In addition, we will continue to pursue strategic business combinations and opportunities to raise both debt and equity financing. However, there can be no assurance that we will be able to raise additional financing in the timeframe necessary to meet our immediate cash needs, or if such financing is available, whether the terms or conditions would be acceptable to us. Basis of Presentation: The accompanying consolidated financial statements have been prepared on a basis that contemplates Vertex's continuation as a going concern and the realization of its assets and liquidation of its liabilities in the ordinary course of business. The accompanying consolidated financial statements do not include any adjustments, with the exception of the provision to reduce the carrying values of the assets of the subsidiaries in liquidation to their estimated net realizable value, relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. If Vertex fails to raise capital when needed, the lack of capital will have a material adverse effect on Vertex's business, operating results, financial condition and ability to continue as a going concern. 2. ACQUISITIONS AND DISPOSALS Acquisitions Purchase Method In October 2001, the Company acquired Euronet Consulting S.r.l. ("Euronet"), an Italian software applications consulting firm. The value of the transaction was approximately $940,000. The Company acquired all of the outstanding shares of Euronet for 684,620 shares of Vertex common stock, which at the date of acquisition had a fair market value of approximately $625,000, and additional shares of common stock issued later in the year: approximately 232,000 shares with an estimated fair market value of $.44 per share in February 2002 and approximately 760,000 shares with a fair market value of $.27 per share in April 2002. The accompanying consolidated financial statements assume the Euronet acquisition closed effective October 1, 2001. The Company has accounted for this acquisition using the purchase method of accounting in accordance with Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" for Euronet and, accordingly, the financial statements include the results of operations from October 1, 2001 for Euronet. An allocation of the purchase price for Euronet has been made to the assets and liabilities acquired as of October 1, 2001 based on their estimated fair market values as shown in the table below: F-12 September 30 ------------- 2002 ------------ Accounts receivable $ 294,148 Other assets 61,771 Intangible assets (including in-process research and development of $3,600,000 in 2001) 1,078,007 Other liabilities (494,878) ------------- Total consideration paid, less cash acquired 939,048 Less stock issued to sellers 939,048 ------------- Net cash paid $ 0 ============= Abandoned Merger During the quarter ended March 31, 2002, the Company terminated a proposed transaction with Plus Integration Supply Chain Solutions, BV, ("Plus") a private supply chain management software and solutions provider headquartered in Haarlem, the Netherlands, and charged to other expense approximately $960,000 of previously deferred acquisition costs (primarily legal, accounting and other professional service fees) incurred with respect to the proposed transaction. Sales or Divestitures of Non-Core Businesses The Company developed and initiated a plan in the quarter ended June 30, 2002 that would result in the sale or divestiture of assets or closings of businesses that are not part of the Company's current strategic plan or have not achieved an acceptable level of operating results or cash flows. In connection with this plan, the Company has completed the sale of certain businesses and assets (see "Disposals"). After being unsuccessful in attempting to sell its five remaining European operations (Vertex UK-previously PSS, Vertex Service and Maintenance Italy - previously SIS, Vertex Italy, Euronet and Vertex France - previously ICS France) and based on the continuing cash drain from these operations, the respective boards of directors determined that in the best interest of their shareholders that they would seek the protection of the respective courts in each country, which have agreed to an orderly liquidation of these companies for the benefit of their respective creditors. During the second quarter of fiscal 2004, the Company recognized a noncash gain of $321,000 from the approval by creditors of the liquidation of the net liabilities of the Company's U.K. subsidiary, as explained below. Accordingly, the remaining net assets and liabilities of these businesses are classified as net liabilities associated with subsidiaries in liquidation in the accompanying September 30, 2004 and 2003 consolidated balance sheets. While the Company expects the liquidation process to take through at least June 30, 2005, significant variations may occur based on the complexity of the entities and requirements of the respective country. In addition, following the termination of an agreement in principle to sell our North American wireless and cable installation division, we closed down this operation in July 2002. The revenues for all of these non-core businesses (sold and liquidated) were approximately $24,000,000 in 2002. A net loss of approximately $4,400,000 was a component of the "Loss on Sale or Liquidation of Non-core Assets" in 2002. Such amount included a provision to reduce the carrying values of the net assets, including any remaining goodwill, to their estimated net realizable values and to record estimated transaction and closing costs of this plan. Retained liabilities are generally carried at their contractual or historical amounts. The ultimate amounts required to settle these retained liabilities will differ from estimates, based on contractual negotiations, and the outcome of certain legal actions and liquidation proceedings. F-13 The following is a summary of net assets and retained liabilities as of September 30, 2004 and 2003: 2004 2003 ----------- ------------ Cash $ 200,504 $ 654,068 Receivables, net 1,181,413 990,468 Inventories, net 652,053 608,993 Accounts payable (2,288,560) (2,959,933) Accrued liabilities (5,065,009) (5,207,546) Deferred revenue (1,245,093) (1,186,486) Loans payable - banks (1,150,091) (1,074,142) Other liabilities - (336,499) ----------- ----------- Net liabilities associated with subsidiaries in liquidation $(7,714,783) (8,511,077) =========== =========== At September 30, 2001, the Company's Irish subsidiary had approximately $130,000 of non-interest bearing loans payable to the Irish government that were repayable at rates linked to future revenues earned. Under the terms of the agreement, the loans were to be repaid at a rate of 4.2% of project sales made in the United States by PSS in the period from July 1998 to June 2001 and were due for repayment in the period commencing in July 1999 and ending in July 2002. If the repayments calculated as a percentage of sales are not sufficient to repay the loans in full, the Irish government may write-off the balance. PSS had not made any sales in the United States through September 30, 2003 and, thus, no repayments had been made against these borrowings nor has the Irish government agreed to write off the balance. Since the Irish subsidiary has been placed in liquidation, the remaining balance is included in other liabilities in the table above. The Company received notice that the liquidation of the UK companies, which were under liquidation as of September 30, 2003 and 2002, has been approved and finalized by the UK creditors as of January 5, 2004. Based on such notice, management reduced the Company's net liabilities associated with subsidiaries in liquidation by approximately $1,400,000, reclassed approximately $1,073,000 of translation loss from accumulated other comprehensive loss to the consolidated statement of operations, and recognize a gain of approximately $320,000 in fiscal 2004. The results of these businesses' operations for the years ended September 30, 2004, 2003 and 2002 are not segregated from other businesses in the accompanying statements of operations as they were not considered distinct segments or discontinued operations. Except for the gain from the liquidation of the U.K. subsidiary, the results of operations of these businesses for the years ended September 30, 2004, 2003 and 2002 were not significant. DISPOSALS During the year ended September 30, 2002, the Company completed the sale of the following product lines and business units: 1) In April 2002 the Company sold the source code, documentation and all related rights to the TMS product line to Pitney Bowes in exchange for $1,650,000, which included the cancellation of the $1,000,000 Pitney Bowes promissory note and related accrued interest (See Note 10). In connection with this sale, Vertex eliminated 34 positions. 2) In May 2002 the Company sold a portion of its mobile computing solutions business in Ireland in exchange for approximately $200,000 of cash and the assumption of approximately $200,000 of liabilities. F-14 3) In June 2002 the Company sold the source code, documentation and all related rights to the NetWeave software product line to a company established by former employees of the Company. The proceeds included approximately $500,000 in cash and the assumption of approximately $400,000 of deferred revenue liabilities. 4) In July 2002, the Company sold the German point solutions business to AG, which is owned by one of the Company's Directors, and a related entity, in consideration for approximately $400,000, including the cancellation of the AG note payable (See Note 11) and related accrued interest. 5) In August 2002, the Company sold DynaSys S.A., its French based advanced planning software business to MidMark Capital in consideration for $6,000,000, including the cancellation of $5,900,000 of convertible notes payable and $100,000 of related accrued interest (See Note 11). As part of this transaction, Vertex retained the right to repurchase, on February 9, 2003, 20% of the shares of DynaSys held by MidMark at the original purchase price of $120,000 paid by MidMark. The purchase price for such shares could be paid for in newly issued 10% senior secured notes or cash, at Vertex's option. This right of repurchase was subject to among other things, an initial public offering of DynaSys common stock in the six months following the closing and that the total market capitalization of DynaSys shall be not less than $9,000,000 at the time of repurchase. Such offering did not occur and the right to repurchase has expired. 6) During July and August, 2002, the Company also completed the sale of three additional components of its European business: (a) the UK hardware maintenance business; (b) the Benelux point solutions and hardware maintenance businesses; and (c) the French hardware maintenance business for a total consideration of approximately $300,000. The aggregate net gain of approximately $1,200,000 on these transactions is included in the Loss on Sale or Liquidation of Non-core Assets component of other income (expense)in 2002. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant estimates are those used by management to measure net liabilities associated with subsidiaries in liquidation, litigation accruals, the recoverability of intangible assets, the allowances for doubtful accounts and inventory reserves and the value of shares, options or warrants issued for services or in connection with financing transactions. Actual results could differ from those estimates. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Revenue Recognition Equipment Sales: Revenue related to sales of equipment is recognized when the products are delivered, title has passed, the collection of the related receivable is deemed probable by management and no obligations to the customer remain outstanding. F-15 Software License Sales: Revenue related to software license sales is recorded at the time of shipment provided that (i) no significant vendor obligations remain outstanding at the time of sale; (ii) the collection of the related receivable is deemed probable by management; and (iii) vendor specific objective evidence ("V.S.O.E.") of fair value exists for all significant elements, including post contract customer support ("PCS") in multiple element arrangements. Where the services relate to arrangements requiring significant production, modification or customization of software, and the service element does not meet the criteria for separate accounting, the entire arrangement, including the software element, is accounted for in conformity with either the percentage-of-completion or completed contract accounting method. Percentage-of-completion generally uses input measures, primarily labor costs, where such measures indicate progress to date and provide a basis to estimate completion. Professional Services: The Company provides consulting and other services on a per-diem billing basis and recognizes such revenues as the services are performed. Support and Service: The Company accounts for revenue related to service contracts and post contract customer support over the life of the arrangements, usually twelve months, pursuant to the service and/or licensing agreement between the customers and the Company. Deferred Revenue Deferred revenue represents the unearned portion of revenue related to PCS and other service arrangements not yet completed and revenue related to multiple element arrangements that could not be unbundled pursuant to Statement of Position ("SOP") 97-2 "Software Revenue Recognition" or, in the case of projects accounted for using percentage of completion or completed contract accounting in accordance with SOP 81-1 "Accounting for Performance of Construction - Type and Certain Production -Type Contracts". Inventories Inventories are valued at the lower of cost (first-in, first-out basis) or market. Equipment and Improvements Equipment and improvements are stated at cost, less accumulated depreciation and amortization. Depreciation is computed on the straight-line basis over the estimated useful lives of individual assets or classes of assets. Improvements to leased properties or fixtures are amortized over the shorter of their estimated useful lives or the related lease terms. The estimated useful lives of depreciable assets are as follows: Category Years -------- ----- Office furniture and equipment 3-10 Computer equipment 3-7 Other 3-10 F-16 Software Development Costs and Other Intangible Assets Pursuant to SFAS 86 "Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed, " the Company is required to charge the costs of creating a computer software product to research and development expense as incurred until the technological feasibility of the product has been established; thereafter, all related software development and production costs are required to be capitalized. Commencing upon the initial release of a product, capitalized software costs and any costs of related purchased software are generally required to be amortized over the estimated economic life of the product or based on current and estimated future revenues. Thereafter, capitalized software costs and costs of purchased software are reported at the lower of amortized cost or estimated net realizable value. Due to the inherent technological changes in the software development industry, estimated net realizable values or economic lives may decline and, accordingly, the amortization period may have to be accelerated or impaired balances may have to be written off. The Company had other intangible assets that were written off or that became fully amortized prior to the end of fiscal 2002 which consisted primarily of the excess of cost over the fair value of identifiable net assets of businesses acquired ("goodwill"). Until September 30, 2001, goodwill was amortized on a straight-line basis over estimated useful lives which ranged from 5 to 25 years. Effective October 1, 2001, the Company was required to adopt the provisions of SFAS 142, "Goodwill and Other Intangible Assets". Pursuant to SFAS 142, goodwill and other intangible assets with indefinite lives are no longer amortized and are subject to reduction only when their carrying amounts exceed their estimated fair values based on impairment tests that are required to be made annually or more frequently under certain circumstances. Fair values are determined based on models that incorporate estimates of future profitability and cash flows. Impairment of long-lived assets Under the provisions of SFAS 144, "Accounting for the Impairment of Long-Lived Assets," which became effective for the Company as of October 31, 2002, and SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" which was effective prior to that date, impairment losses on long-lived tangible and intangible assets that do not have indefinite lives, such as equipment and software licenses, are generally recognized when events or changes in circumstances, such as the occurrence of significant adverse changes in the environment in which the Company's business operates, indicate that the undiscounted cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable. Impairment losses are then measured by comparing the fair value of assets to their carrying amounts. However, impairment losses for capitalized software costs are determined pursuant to SFAS 86 and impairment losses for goodwill and other intangible assets with indefinite useful lives are now determined pursuant to SFAS 142 as described above. As a result of its evaluations pursuant to SFAS 86, SFAS 121 and SFAS 142, the Company wrote off approximately $19,000,000 of intangible assets in 2002 (see Note 4). Net Earnings (Loss) Per Share The Company presents "basic" earnings (loss) per share and, if applicable, "diluted" earnings per share pursuant to the provisions of SFAS 128, "Earnings per Share". Basic earnings (loss) per shares is calculated by dividing net income or loss applicable to common stock (which reflects a charge for a preferred beneficial conversion feature in 2004) by the weighted average number of common shares outstanding during each period. F-17 The calculation of diluted earnings per share is similar to that of basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares, such as those issuable upon the exercise of stock options and warrants and the conversion of convertible securities, were issued during the period and appropriate adjustments were made for the application of the treasury stock method and the elimination of interest and other charges related to convertible securities. As of September 30, 2004, there were 225,718,736 shares of common stock potentially issuable upon the exercise of stock options and warrants (9,959,606 shares) and the conversion of convertible securities (215,759,130 shares). However, diluted per share amounts have not been presented in the accompanying consolidated statements of operations because the Company had a net loss in fiscal 2004, 2003 and 2002 and the assumed effects of the exercise of all of the Company's outstanding stock options and warrants and the conversion of all of its convertible securities would have been anti-dilutive. Comprehensive Income (Loss) Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by stockholders and distributions to stockholders and is reported in the Statements of Changes in Stockholders' Deficiency. Included in the Company's comprehensive loss are net loss and foreign exchange translation adjustments. Stock-Based Compensation SFAS 123, "Accounting for Stock-Based Compensation" provides for the use of a fair value based method of accounting for employee stock compensation. However SFAS 123 also allows an entity to continue to measure compensation cost for stock options granted to employees using the intrinsic value method of accounting prescribed by APB 25, "Accounting for Stock Issued to Employees" which requires charges to compensation expense based on the excess, if any, of the fair value of the underlying stock at the date a stock option is granted over the amount the employee must pay to acquire the stock. The Company has elected to continue to account for employee stock options under APB 25. Accordingly, it is required by SFAS 123 and SFAS 148, "Accounting for Stock-Based Compensation - Transition and Disclosure" to make pro forma disclosures of net income (loss) and earnings (loss) per share as if the fair value based method of accounting under had been applied. The Company did not grant any stock options to employees and did not record any compensation expense in connection with employee stock options during the years ended September 30, 2004 and 2003; however, it did grant options to employees in prior periods. If the Company had elected to recognize compensation cost based on the fair value of the options granted at the grant date and had amortized the cost over the vesting period pursuant to SFAS 123, net loss, loss applicable to common stock and net loss per common share would have been increased to the pro forma amounts indicated in the table below: 2004 2003 2002 ----------- ----------- ------------ Net loss-as reported $(2,184,992) $(3,650,353) $(44,774,379) Deduct total stock - based employee compensation expense determined under a fair value based method for all awards net of related tax effects 985,648 1,502,005 76,601 ----------- ----------- ------------ Net loss pro-forma $(3,170,640) $(5,152,358) $(44,850,980) =========== =========== ============ Loss applicable to common stock pro-forma $(6,615,323) $(5,152,358) $(44,850,980) =========== =========== ============ Loss per common share--as reported $(.12) $(0.09) $(1.26) Loss per common share--pro-forma (.14) (0.13) (1.26) F-18 The fair value of each option granted is estimated on the date of grant using the Black Scholes option-pricing model with the following assumptions used in fiscal 2002 (no options were granted in fiscal 2004 and 2003): 2002 ---- Expected dividend yield 0.00% Expected stock price volatility 134.88 Risk-free interest rate 4.00 Expected life of options 3 years The effects of applying SFAS 123 and the results obtained through the use of the Black-Scholes option-pricing model used are not necessarily indicative of future values. In accordance with the provisions of SFAS 123 and related interpretations of the Emerging Issues Task Force (the "EITF") of the Financial Accounting Standards Board (the "FASB"), all other issuances of common stock, stock options or other equity instruments to employees and non employees as the consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued (unless the fair value of the consideration received can be more reliably measured). Generally, the fair value of any options, warrants or similar equity instruments issued will be estimated based on the Black-Scholes option-pricing model. Such fair value is measured as of an appropriate date pursuant to the guidance in the consensus of the Emerging Issues Task Force ("EITF") for EITF Issue No. 96-18 (generally, the earlier of the date the other party becomes committed to provide goods or services or the date performances by the other party is complete) and capitalized or expensed as if the Company had paid cash for the goods or services. The Company accounts for the intrinsic value of beneficial conversion features arising from the issuance of convertible debt and preferred stock with conversion rights that are in-the-money at the commitment date pursuant to the consensuses for EITF Issue No. 98-5 and EITF Issue No. 00-27. The resulting charge arising from the issuance of convertible debt is recorded as interest expense if the related debt is convertible immediately or as debt discount which is amortized to interest expense using the effective yield method over the period to the debt instrument's earliest conversion date. The resulting charge arising from the issuance of preferred stock is included as an adjustment to net income or loss in computing net income or loss applicable to common stock at the commitment date if the preferred stock is convertible immediately or over the period to the earliest conversion date of the preferred stock. The intrinsic value of a beneficial conversion feature is determined after initially allocating an appropriate portion of the proceeds received from the sale of the related debt instrument or preferred stock to any detachable instruments (such as warrants) included in the sale or exchange based on relative fair values. Concentration of Credit Risk The Company's financial instruments that are exposed to concentration of credit risk consist primarily of cash and accounts receivable. The Company maintains its cash in bank accounts that, at times, have balances that exceed the federally insured limit of $100,000 (there was a balance of $61,000 in excess of the limit at September 30, 2004). The Company reduces its exposure to credit risk by maintaining its cash deposits with major financial institutions and monitoring their credit ratings. F-19 Concentrations of credit risk with respect to trade receivables are limited due to the large number of customers comprising the Company's customer base, their dispersion across different geographic areas, and generally short payment terms. In addition, the Company closely monitors the extension of credit to its customers while maintaining allowances for potential credit losses. On a periodic basis, the Company evaluates its trade accounts receivable and establishes an allowance for doubtful accounts, based on a history of past write-offs and collections and current credit considerations. In fiscal 2004, the Company had two customers whose sales were approximately 35% of total revenue. At September 30, 2004, the two customers accounted for approximately 30% of total accounts receivable. There were no such concentrations in fiscal 2003 and 2002. Fair Value of Financial Instruments The Company's material financial instruments for which disclosure of estimated fair value is required by certain accounting standards consisted of cash, accounts receivable, notes payable, accounts payable and net liabilities associated with subsidiaries in liquidation. In the opinion of management, cash and accounts receivable were carried at values that approximated their fair values because of their liquidity and/or their short-term maturities. Due to the financial condition of the Company, management believes that the Company's notes payable, accounts payable, and net liabilities associated with companies in liquidation could be settled at less than their carrying values. However, such fair values cannot be reasonably estimated. Foreign Currency Translation Assets and liabilities of the Company's foreign affiliates are translated at current exchange rates, while revenue and expenses are translated at average rates prevailing during the respective period. Translation adjustments are reported as a component of comprehensive income (loss). Advertising Costs Advertising costs are expensed as incurred. Advertising expense was approximately $19,000, $26,000, and $400,000 in fiscal 2004, 2003 and 2002, respectively. Research and Development Research and development expenditures are charged to expense as incurred and amounted to approximately $4,180,000 in 2002. No research and development expenses were incurred in 2004 and 2003. Income Taxes The Company accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities to be computed for temporary differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The income tax provision or credit is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. New Accounting Pronouncements In November 2002, the EITF reached a consensus on Issue No. 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables." This consensus provides guidance on when and how to separate elements of an arrangement that may involve the delivery or performance of multiple products, services and rights to use assets into separate units of accounting. The guidance in the consensus is effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The Company adopted this consensus in the quarter beginning July 1, 2003. The transition provision allows either prospective application or a cumulative effect adjustment upon adoption. The adoption of this consensus did not have a material effect on the Company's results of operations. F-20 In December 2002, the FASB issued SFAS 148 which amended SFAS 123 to provide alternative methods of transition for entities that elect to switch to the fair value method of accounting for stock options in fiscal years ending after December 15, 2002. The Company has not made such an election. SFAS 148 also requires more prominent and detailed disclosures in annual and interim financial statements for stock-based compensation regardless of which method of accounting is selected. The Company has included the additional disclosures required by SFAS 148 above. In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." The Company does not hold any material derivative instruments and does not conduct any significant hedging activities. In May 2003, the FASB issued SFAS 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". This statement requires that an issuer classify financial instruments that are within its scope as a liability. Many of those instruments were classified as equity under previous guidance. Most of the guidance in SFAS 150 was effective for all financial instruments entered into or modified after May 31, 2003, and otherwise was effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of the provision of SFAS 150 did not have any impact on the Company's consolidated financial statements. In November 2002, the FASB issued FASB Interpretation ("FIN") No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an Interpretation of FASB Statements Nos. 5, 57 and 107 and a Rescission of FASB interpretation No. 34." FIN 45 among other things, clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The adoption of the initial recognition and measurement provisions of FIN 45 was required for guarantees issued or modified after December 31, 2002. Such adoption did not have a material impact on the Company's consolidated financial statements. In December 2003, the FASB issued revised Interpretation No. 46R, "Consolidation of Variable Interest Entities". Interpretation No. 46R requires companies with a variable interest in a variable interest entity to apply this guidance as of the first reporting period ending after December 15, 2003. The application of the guidance could result in the consolidation of a variable interest entity. The adoption of the provision of FIN 46R did not have any impact on the Company's consolidated financial statements. In December 2004, the FASB issued SFAS No. 123(R), "Accounting for Stock-Based Compensation". SFAS 123(R) establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SGAS 123(R) requires that the fair value of such equity instruments be recognized as expense in the historical financial statements as services are performed. Prior to SFAS 123(R), only certain pro-forma disclosures of fair value were required. SFAS 123(R) shall be effective for the Company as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. The adoption of this new accounting pronouncement is expected to have a material impact on the financial statements of the Company commencing with the third quarter of the year ending September 30, 2006. F-21 4. INTANGIBLE ASSETS As of September 30, 2004, the only intangible asset of the Company was capitalized software costs, which has been fully amortized. Information related to changes in the Company's intangible assets during the years ended September 30, 2004 and 2003 is presented separately below for intangible assets that are or were subject to amortization and intangible assets that were not subject to amortization. Intangible assets subject to amortization as of September 30, 2004 and related changes during fiscal 2004 and 2003 were as follows:

~~Number~~September of30, ~~Securities~~Amortization ~~Value~~September 30, Amortization September 30, 2002 Expense 2003 Expense 2004 ------------ ------------- ------------ ------------ ------------- Gross Cost $347,269 $ - $347,269 $ - $347,269 Accumulated amortization- based upon estimated life of ~~unexercisied~~3 ~~Underlying~~years ~~unexercised~~115,756 in115,757 231,513 115,756 347,269 -~~the~~-~~money~~------ ~~options~~-------- ~~Options~~-------- at---------- ~~fiscal~~--------- ~~year~~Net ~~end~~book atvalue $231,513 $115,757 $115,756 $115,756 $ - ======== ======== ======== ========== ========= Intangible assets subject to amortization as of September 30, 2002 and related changes during fiscal ~~year~~2002 ~~end~~were as follows: Additions/ Estimated September 30, Amortization September 30, Life 2001 Expense Disposals 2002 --------- ----------- ------------ ----------- ------------ Gross Cost Covenant Not To Compete 2 yrs $ 300,000 - ~~Name~~($300,000)(1) ~~Exercisable~~$ ~~Unexercisable~~- ~~Exercisable~~Technology ~~Unexercisable~~5 yrs 2,800,000 - (2,800,000)(2) - Capitalized Software 3 yrs 444,980 - (97,711)(3) 347,269 Software License 5 yrs 1,028,890 - (1,028,890)(3) - ---------- --- ---------- ------------ ---------- $ 4,573,870 --- ~~Hugo~~$(4,226,601) ~~Biermann~~$ ~~475~~347,269 ============= ========== ============ ========== Accumulated Amortization Covenant Not To Compete $ 237,500 $ 62,500 $ (300,000)(1) - ~~n/a~~Technology ~~n/a~~466,664 ~~Nicholas~~349,998 ~~Toms~~(816,662)(2) ~~475~~- Capitalized Software 24,~~000~~426 132,040 (40,710)(3) $ 115,756 Software License 222,924 154,332 (377,256)(3) - ~~n/a~~--------- ~~n/a~~---------- ~~Mark~~----------- ~~Flint~~----------- ~~160~~$ 951,~~000~~514 ~~240~~$698,~~000~~870(4) ~~n/a~~$(1,534,628) ~~n/a~~$ ~~Jacqui~~115,756 ~~Gerrard~~============= 80========== ============ ========== Net Book Value Covenant Not To Compete $ 62,~~000~~500 70$ (62,~~000~~500) ~~n/a~~$ ~~n/a~~- ~~Donald~~- ~~Rowley~~Technology 402,~~000~~333,336 ~~160~~(349,~~000~~998) ~~n/a~~(1,983,338)(2) ~~n/a~~- ~~401~~Capitalized Software 420,554 (k132,040) ~~Savings~~(57,001)(3) ~~And~~$ ~~Retirement~~231,513 ~~Plan~~Software License 805,966 (154,332) (651,634)(3) - --------- --------- ------------ ------- $ 3,622,356 ($ 698,870)(4) ($2,691,973) $ 231,513 =========== =========== ============= =========

(1) The covenant not to compete became fully amortized in February of 2002. (2) The technology intangible asset was sold in April 2002. (3) The software license and certain capitalized software were sold in June 2002. (4) Includes $281,708 of impairment charges. F-22 Intangible assets not subject to amortization as of September 30, 2002 and the related changes during 2002 were are follows:

~~JPMorgan~~September ~~NASDAQ~~30, ~~Stock~~Additions/ ~~H&Q~~September ~~RDG~~30, ~~Software~~2001 ~~Measurement~~Foreign ~~Period~~Exchange ~~Vertex~~Reductions ~~Market~~2002 ~~(U.S.~~-------------- ~~Technology Composite (Fiscal Year Covered) Interactive Companies) Index Index~~ ----------------- ------------- ----------- Cost Goodwill $ 27,487,656 $1,571,266(6) $(29,058,922)(5)(7)(8) - Acquired Workforce 600,000 - (600,000)(5) - ------------- ------------- ------------ ---------- ~~September~~$ 3028,087,656 ~~1996~~ $~~100.00~~1,571,266 $~~100.00~~(29,658,922) ~~$100.00~~- ~~$100.00~~============= ~~September~~============= 30============ Accumulated Amortization Goodwill $ 2,859,871 ~~1997~~$ ~~86.84~~(2,859,871)(5)(8) ~~137.27~~- ~~149.10~~Acquired ~~152.12~~Workforce ~~September~~80,000 30(80,000)(5) ~~1998~~- ~~86.84~~------------- ~~139.44~~------------- ~~138.53~~---------- ~~207.93~~$ ~~September~~2,939,871 30$ (2,939,871) ~~1999~~- ~~242.11~~============= ~~227.82~~============== ~~266.83~~Carrying ~~345.78~~Value ~~September~~Goodwill 30$ 24,627,785 ~~2000~~ $1,~~542.15~~571,266(6) ~~302.47~~$(26,199,051)(5)(7)(8) ~~434.45~~- ~~447.55~~Acquired ~~September~~Workforce 30520,000 ~~2001~~- ~~86.74~~(520,000)(5) ~~123.64~~- ~~144.15~~------------ ~~189.77~~---------- ~~September~~------------- 30----------- $ 25,147,785 ~~2002~~$1,571,266 ~~5.89~~$(26,719,051) ~~97.34~~$ - ~~146.55~~============ ========== ============= ===========

(5) Goodwill of approximately $3,000,000 and acquired workforce related to the Transcape acquisition were written off in connection with its sale in April 2002. (6) The additions to goodwill during the year ended September 30, 2002 relate primarily to the acquisition of Euronet (See Note 2), as well as foreign exchange translation adjustments on European goodwill. (7) Goodwill reductions of approximately $4,200,000 relate to European assets sold or written off in connection with subsidiaries placed into liquidation (See Note 2). (8) Goodwill of approximately $19,000,000 was written off as a result of the Company's annual SFAS 142 impairment analysis performed at September 30, 2002. IMPAIRMENT CHARGES RELATED TO INTANGIBLE ASSETS 2002: As discussed in Note 3, the Company adopted SFAS 142 on October 1, 2001. The Company had just completed its assessment of the carrying values of its intangible assets at September 30, 2001 (see below) and recorded a $78,400,000 write-down. Therefore there was no indication of further impairments on the Company's goodwill intangible at the time of adoption. However the Company was required to assess the value of goodwill under the provisions of SFAS 142 at least annually. During 2002, the sharp downturn in capital spending in the Company's major markets continued to negatively impact our core businesses, resulting in substantially lower than expected revenues, additional operating losses and a concomitant shortfall in working capital. Significantly lower valuations for companies within our industry were commonplace and our stock price declined precipitously. At September 30, 2002, our market capitalization had dropped to approximately $2,000,000, while our net book value (pre goodwill write off) was a deficit of $7,000,000. Based upon these indications, the belief that the decline in market conditions within our industry was significant and permanent, and the consideration of all other available evidence, the Company determined that an impairment of goodwill existed at September 30, 2002 and we recorded a $19,000,000 write-down of the remaining goodwill. F-23 5. INVENTORIES Inventories consist of the following: September 30, 2004 2003 ---------- ---------- Raw materials $308,844 $537,337 Work in process 59,242 0 -------- ---------- Totals $368,086 $537,337 ======== ========== Total inventories were net of valuation allowances of $50,504 at both September 30, 2004 and 2003. At September 30, 2004 and 2003, inventories of the European operations in liquidation amounted to approximately $652,053 and $609,000 at September 30, 2004 and 2003, respectively, and are presented on the balance sheet in net liabilities associated with subsidiaries in liquidation. 6. EQUIPMENT AND IMPROVEMENTS September 30, 2004 2003 --------- --------- Office furniture and equipment $728,568 $ 728,568 Computer equipment 540,785 538,349 Other equipment 123,484 123,484 --------- --------- Totals 1,392,837 1,390,401 Accumulated depreciation and amortization (1,359,089) (1,320,152) --------- --------- Net equipment and improvements $33,748 $ 70,249 ========= ========= 7. OTHER ASSETS Other assets consist of the following: September 30, 2004 2003 -------- -------- Security deposits $111,273 $111,273 -------- ------- Totals $111,273 $111,273 ======== ======= 8. BANK LINES OF CREDIT The Company had several foreign lines of credit, which allowed it to borrow in the applicable local currency. These lines of credit were concentrated in Germany, Italy and the United Kingdom. The Company's lines of credit generally were collateralized by the accounts receivable of the borrowing subsidiary. None of these lines of credit were available as of September 30, 2003 as the subsidiaries have either been sold or placed in liquidation (See Note 2). Amounts outstanding at September 30, 2004 are classified in net liabilities associated with subsidiaries in liquidation. F-24 9. SENIOR CREDIT FACILITY In November 2001, the Company closed on a $2,000,000, 7% convertible note payable with Laurus Master Fund, Ltd ("Laurus"), collateralized by certain North American accounts receivable, with an original maturity date of November 30, 2003. The Note was convertible into Vertex common shares, which the Company was required to register, at the lower of (i) $0.85 per share (2,352,941 shares) or (ii) 88% of the eight lowest closing prices during the thirty days prior to the conversion date. These conversion rates were subject to certain antidilution provisions. In February 2002, the Company and Laurus amended and restated the convertible note payable and entered into a Senior Credit Facility with a maximum borrowing availability of $2,405,000 and a maturity date of November 30, 2003. The borrowings under this facility were collateralized by all of the North American accounts receivable of the Company and by all of the tangible and intangible assets of the Company and its North American subsidiaries and a subordinated lien on certain operating assets. Interest accrued on the outstanding balance at 1.67% per month and the Company paid a management fee equal to 1.5% of all purchased invoices under the Accounts Receivable Purchase Agreement. As of September 30, 2002, there was an outstanding balance of $145,736 under the Laurus Senior Credit Facility. In December 2002, the Company repaid the remaining balance and terminated the agreement. In connection with the original agreement, the Company also issued options to purchase 180,000 of the Company's Common Stock at $1.284 per share to the lender valued at $162,000 (See Note 14). Due to an imbedded beneficial conversion feature, the Company incurred a non-cash interest charge of approximately $1,200,000 in November 2001, which included the value of the options. The cash transaction costs of $219,000 associated with the closing of these transactions were included in other assets as deferred financing costs, and were being amortized to interest expense over the original term of the facility. However as a result of the agreement to terminate the facility, the remaining balance of the deferred financing costs was charged to expense in the fourth quarter of fiscal 2002. 10. NOTES PAYABLE TO UNRELATED PARTIES Notes payable to unrelated parties consist of past due notes payable to the following: September 30, 2004 2003 --------- ----------- Renaissance Software, Inc. $1,227,500 $1,227,500 Divisions of Genicom International - 375,000 Aryeh Trust - 266,736 -------- ---------- $1,227,500 $1,869,236 ========= ========== The Company issued approximately $1,500,000 in promissory notes payable, bearing interest at 8%, in connection with the purchase of Renaissance Software, Inc. ("Renaissance") in fiscal 2000 which were originally due on June 30, 2001. On August 9, 2001, the Company renegotiated the terms of these notes and, in return for 147,000 shares of stock (with a fair market value of approximately $162,000) the notes became payable as follows: $250,000 was due on August 15, 2001, and the remaining balance, plus accrued interest from June 30, 2001, was due on September 30, 2001. The Company paid the August 15, 2001 installment and, has not paid the remaining past due balance as of December 10, 2004. In connection with the purchase of the assets and business of three former European service and maintenance divisions of Genicom International in October 2000, the Company paid approximately $2,000,000 in cash at closing and agreed to make a deferred cash payment of $500,000 that was due on September 1, 2001. The Company paid $125,000 in December 2001 and had not paid the remaining $375,000 balance as of September 30, 2003. On March 3, 2004, the action was settled for the sum of $125,000 which was paid on April 30, 2004. The gain of $250,000 is included in other income in fiscal 2004. F-25 In December 2002, Vertex, through XeQute PLC, closed a $500,000 Bridge Loan arranged by CSS whereby it borrowed $250,000 from both Aryeh Trust, an unrelated party, and Midmark, a related party. The terms of the Bridge Loan are described in Note 11. This Bridge Loan had been repaid in full in May, 2004. In connection with an acquisition in September 2001, the Company assumed certain notes payable to banks and other entities. These notes payable had an aggregate balance of $435,000 at September 30, 2001. Approximately $90,000 of these notes were settled through the issuance of 68,933 shares of Vertex common stock and the balance was paid in cash in fiscal 2001. On February 1, 2002, the Company closed on a $1,000,000 promissory note with Pitney Bowes, which was payable on demand after February 15, 2002, with interest at 12%. This note was collateralized by first or subordinated liens on all of the tangible and intangible property of the Company. In April 2002, this note was cancelled in connection with the Company's sale of source code, documentation and all related rights to the TMS product line to Pitney Bowes. 11. CONVERTIBLE NOTES PAYABLE - UNRELATED PARTIES Non-current convertible notes payable to unrelated parties, net of unamortized debt discount of $2,549,724 at September 30, 2004 arose from loans under a Securities Purchase Agreement with four accredited investors on April 28, 2004 for the private placement (the "Private Placement") of (i) $3,000,000 in convertible notes (the "Convertible Notes") and (ii) warrants (the "Warrants") to purchase 3,000,000 shares of our common stock. The investors were obligated to provide us with an aggregate of $3,000,000 as follows: $1,500,000 which was provided to us on April 28, 2004; $750,000 which was provided to us on May 28, 2004 ; and $750,000 was provided to us on August 12, 2004. The Convertible Notes bear interest at 10% and mature two years from the date of issuance. At the investors' option, 50% of the Convertible Notes will be convertible into our common stock at the lower of $0.30 or 60% of the average of the three lowest intraday trading prices for the common stock on a principal market for the 20 trading days before but not including the conversion date and the other 50% of the Convertible Notes will be convertible into our common stock at the lower of $0.30 or 55% of the same average over the same trading period. The full principal amount of the Convertible Notes would become due upon any default under the terms of the Convertible Notes. The Warrants are exercisable until five years from the date of issuance at a purchase price of $0.11 per share. In addition, we have granted the investors a security interest in substantially all of our assets and intellectual property and registration rights. The Company allocated proceeds of $427,500 to the fair value of the warrants and the remaining $2,572,500 to the fair value of the Convertible Notes. Based on the excess of the aggregate fair value of the common shares that would have been issued if the Convertible Notes had been converted immediately over the proceeds allocated to the Convertible Notes, the investors received a beneficial conversion feature that had an aggregate intrinsic value of approximately $1,096,000 as of the commitment date. Accordingly, the Company recorded an increase in additional paid-in capital and debt discount of $1,524,000 in connection with the issuance of the Convertible Notes and warrants, of which $1,171,000 was amortized to interest expense during the year ended September 30, 2004. A portion of the proceeds of the Private Placement was used to repay the balance of the $294,400 note payable to Aryeh Trust. F-26 During August and September 2004, the Company issued 1,754,384 common shares upon the conversion of 10% Convertible Notes with an approximate principal balance of $98,000 at conversion prices of $0.054 and $0.055 per share. In addition, during the period from October 1, 2004 to December 10, 2004, the Company issued 10,368,424 common shares upon the conversion of 10% Convertible Notes with an approximate principal balance of $313,000 at conversion prices ranging from $0.02 to $0.04 per share. 12. RELATED PARTY TRANSACTIONS NOTES AND CONVERTIBLE NOTES PAYABLE Notes and convertible notes payable to related parties at September 30, 2003 consisted of past due or demand notes payable to Midmark as follows: September 30, 2004 2003 ---- ---- 10% convertible notes $ - $ 1,814,324 Convertible loan note - 480,000 Demand notes - 3,701,900 Grid note - 143,948 Bridge loan - 250,000 ----------- ------------- $ - $ 6,390,172 =========== ============= Midmark is a shareholder of the Company and has the ability to purchase a majority interest in the Company through the conversion of convertible preferred stock and the exercise of warrants (see Note 14). Certain Midmark Managing Directors have served as directors of the Company. In June 2001, November 2001 and again in January 2002, the Company issued in the aggregate $5,500,000 of convertible notes payable to Midmark. These notes were to automatically convert into shares of Vertex common stock on the day that the Company obtained the requisite shareholder approval for the issuance of shares upon conversion to Midmark. In the event that shareholder approval was not obtained by September 30, 2003, the principal amount plus any accrued interest (at the prime rate) would become immediately due and payable. The notes were to convert, subject to future events, into (i) Vertex common stock at a future market price no higher than $1.31 per share or (ii) 5,500 shares of Series "C" Preferred Stock, which were convertible into 6,545,000 common shares at $0.84 per share. The Company was required to register the underlying common shares. In the event of a shareholder rejection, or prepayment prior to shareholder approval, the interest rate on the notes would have increased retroactively to 14%. In March 2002, the Company agreed to amend the agreement related to the $5,500,000 of convertible notes payable issued in June 2001. The amendment removed both the requirement for shareholder approval and the automatic conversion feature, and set the maturity date for September 30, 2003. Concurrent with the amendment of these notes, Midmark elected to convert approximately $782,000 of principal and $218,000 of accrued interest into 997 shares of Series "C" preferred stock. The remaining principal balance of the convertible notes payable of $4,718,717 and accrued interest at prime were convertible into Series "C" preferred shares at a conversion price of $1,000 per share. The Series "C" preferred shares in turn were convertible into shares of common stock at $0.84 per share. In November 2001, the Company issued $3,000,000 of 10% convertible notes payable, with an original maturity date of September 30, 2003, to Midmark that would have been convertible into 3,000 shares of Vertex Series "C" Preferred Stock at the option of Midmark on the day that the Company obtained the requisite shareholder approval for the issuance of Series "C" Preferred Stock upon conversion to Midmark. Midmark could have converted the Series "C" Preferred Shares into 3,570,026 shares of Vertex common stock at $0.84 per share. The Company was required to register the underlying common shares. In the event of a shareholder rejection, or prepayment prior to shareholder approval, the interest rate on the notes would have increased retroactively to 14%. On August 9, 2002, the remaining principal balance of $4,718,717 of the convertible notes and $1,185,176 of the $3,000,000 of 10% convertible notes were fully settled in connection with the sale of the Company's French based advanced planning software business to Midmark. The remaining $1,814,324 of past due 10% convertible notes payable at September 30, 2003 and 2002 were collateralized by all tangible and intangible property of the Company, except that the holders had executed in favor of certain senior lenders a subordination of their right of payment under the convertible notes and the priority of any liens on certain assets, primarily accounts receivable. F-27 In December 2002, XeQute received an additional $480,000 from Midmark under a Convertible Loan Note with terms similar to the 10% convertible note payable described above. The Convertible Loan Note would have automatically converted into Non-Voting Shares of XeQute PLC at $0.672 per share when a minimum subscription of $480,000 of a proposed but now aborted Private Placement had been reached. The conversion rates of all of the above Midmark notes were subject to certain antidilution provisions. The Company borrowed an additional $2,588,900 during the year ended September 30, 2002, and an additional $1,113,000 (including $425,000 restricted for usage on XeQute obligations) during the year ended September 30, 2003, from Midmark under nonconvertible notes that were payable on demand, bore interest at 10% per annum and were secured by the same collateral in which the Company previously granted a security interest to Midmark under the agreement related to the convertible notes payable described above. During October, 2002, Vertex also executed a Grid Note which provided for up to $1,000,000 of availability from Midmark, This note was to be funded by the proceeds, if any, from the sale of any shares of Vertex common stock held by Midmark. This note was payable on demand, carried interest at the rate of 10% per annum and was secured by the same collateral in which the Company previously granted a security interest to Midmark under an agreement related to the convertible notes payable described above. In consideration of Midmark providing this facility, the Company agreed to issue warrants to purchase a number of unregistered shares equal to 120% of the number of tradeable shares sold by Midmark to fund such note, at a purchase price per share equal to 80% of the price per share realized in the sale of shares to fund the Grid Note. As of September 1, 2004, the Company had borrowed $281,287 under this arrangement, of which $143,900 had been borrowed as of September 30, 2003. As a result of the borrowings through September 1, 2004, the Company was obligated to issue to Midmark warrants to purchase 5,569,980 shares of common stock at an exercise price of $0.05 per share. The aggregate estimated fair value of the warrants at the respective dates of issuance was $54,000, which was determined using the Black-Scholes option pricing model and recorded as a charge to interest expense with an offsetting increase in additional paid-in capital, during the year ended September 30, 2004. In applying the Black-Scholes option pricing model, the Company used the following assumptions: expected dividend yield - 0%; expected stock price volatility - 142%; risk free interest rate - 3.50%; and expected life of the warrants - three months. In December 2002, Vertex, through XeQute PLC, closed a $500,000 Bridge Loan arranged by CSS whereby it borrowed $250,000 from both Midmark and Aryeh Trust, an unrelated party. The Bridge Loans were to be repaid with proceeds from a proposed private placement funding. The Bridge Loans matured on June 9, 2003. The Company agreed to continue paying interest at the original rate of 3% per month, with the principal to be repaid when funds became available. The Bridge Loans were secured by a first security interest in all of the assets of XeQute. The lenders were each granted warrants to purchase shares of XeQute PLC as part of the consideration for this loan. The interest charge relating to the fair value of these warrants was not material and was recognized over the original term of the Loan. Upon the receipt of the minimum subscription amount for a private placement by XeQute PLC, Midmark had agreed to relinquish its security interest in the assets of XeQute, in exchange for warrants to purchase 250,000 common shares of XeQute PLC which were then owned by Vertex. Midmark had agreed that it would vote any shares which it acquired through the exercise of the warrant in accordance with the directions of Vertex. However, it was to retain its security interest in the shares of XeQute PLC owned by Vertex and in all of the assets of Vertex. The loan from Areyh Trust was repaid in April 2004 (see Note 10). F-28 On September 27, 2004, we completed the terms and conditions of an Investment Restructuring Agreement that we entered into on May 26, 2004 with six accredited investors: MidMark Capital L.P., MidMark Capital II, L.P., Paine Webber Custodian F/B/O Wayne Clevenger, Joseph Robinson, O'Brien Ltd. Partnership and Matthew Finlay and Teresa Finlay JTWROS, who are also our principal stockholders. As further explained in Note 14, on June 25, 2004, as part of the Investment Restructuring Agreement, we exchanged Series C preferred stock for newly authorized Series C-1 convertible preferred stock on a 1:1 basis. On September 27, 2004, we issued 7,615 shares of newly authorized Series D convertible preferred stock to MidMark Capital, L.P. in exchange for $7,614,708 of debt, including accrued interest, owed by our subsidiaries and us to MidMark Capital II, L.P. In addition, on September 27, 2004, we issued 5,569,980 shares of common stock to MidMark Capital, L.P. upon exercise of warrants by MidMark Capital, L.P. The exercise price for the warrants was exchanged for the retirement of $315,309 in debt owed by us to MidMark Capital, L.P. As well, on September 27, 2004, we issued 240,000 shares of common stock to MidMark Capital II, L.P. upon exercise of warrants by MidMark Capital II, L.P. The exercise price for the warrants was exchanged for the retirement of $2,400 in debt owed by us to MidMark Capital II, L.P. Vertex provided registration rights to MidMark with respect to any unregistered shares of common stock of Vertex. In furtherance of this, MidMark has, under the terms of a customary lock-up agreement, agreed not to sell any shares of common stock until the earlier of (x) August 9, 2005 or (y) the sale by the Private Placement investors of common stock which in the aggregate exceeds two thirds (as determined by value) of the common stock received by the Private Placement investors in connection with the exercise of their conversion rights under the Convertible Notes (see Note 11). In July 2001, the Company issued a $359,375 convertible note payable to PARTAS AG, which was owned by one of its Directors. This note was to automatically convert into 250,000 shares of Vertex common stock on the day that the Company obtained the requisite shareholder approval for the issuance of shares to PARTAS AG. Since shareholder approval was not obtained by February 22, 2002, the principal amount plus the accrued interest (at prime rate) became immediately due and payable. On July 31, 2002 this convertible note payable was fully settled with the sale of the German point solutions business to PARTAS AG. F-29 OTHER RELATED PARTY TRANSACTIONS In March 2003, the Company's subsidiary XeQute entered into an "Authorized Marketing Program Partnership Agreement" with Core eBusiness Solutions LLC ("Core"), a company that employs certain former employees of the Company. This agreement provided Core with the exclusive rights to market and sell certain of XeQute's warehouse management software in the United States and Canada. However, in June 2003, XeQute and Core mutually agreed to rescind this agreement and renegotiate a non-exclusive marketing agreement, which had not been finalized as of December 10, 2004. 13. OTHER ACCRUED EXPENSES AND LIABILITIES The components of other accrued expenses and liabilities consist of the following: September 30, 2004 2003 ---------- ---------- Professional fees $ 382,631 $1,088,055 Remaining obligations on terminated leases 1,436,676 1,402,984 Sales and other taxes, excluding income and payroll 53,582 57,379 Income taxes 270,863 270,863 Accrued interest 336,506 1,238,936 Other 1,269,427 812,542 ---------- ---------- $3,749,685 $4,870,759 ========== ========== 14. STOCKHOLDERS' DEFICIENCY In November 2001, the Company granted options to Laurus, the senior credit facility lender, to purchase an aggregate of 180,000 common shares at $1.284 per share. The fair value of these options was approximately $162,000, and was determined in accordance with the Black-Scholes option-pricing model. This amount was recorded as additional paid-in capital, as well as interest expense with the beneficial conversion feature (see Note 9). In January 2002, the Company issued 102,663 shares with a fair market value of $122,000 to an employee to settle an obligation for deferred compensation. Also in January 2002, the Company granted options to purchase an aggregate 1,800,000 shares of common stock at $0.80 per share in connection with the settlement of certain litigation. Such options had a fair value of approximately $1,440,000. The Company also placed an equivalent number of common shares into escrow to be available upon exercise of these options. Of the 1,800,000 shares placed into escrow, 1,500,000 were unregistered shares. The settlement agreement also required the Company to register these shares by April 30, 2002, or an additional monthly cash payment would be required until the shares are registered. The Company has not registered these shares and has not made additional monthly cash payments and, as part of the settlement agreement, three consent judgments have been entered against Vertex (see Note 17 - Settled Litigation). In April 2002, the Company sold 34,404 shares to its Chief Executive Officer at a price of $2.18 per share. During the year ended September 30, 2002, the Company issued 1,676,168 unregistered shares of common stock to the selling shareholders of Euronet in consideration for the purchase of Euronet (see Note 2). Subsequent to the issuance of these shares, stock options for 1,676,168 shares of common stock were granted and exercised in return for the previously issued shares, which were then cancelled. F-30 In July 2002, the Company issued 410,304 shares to its 401k Retirement Plan (see Note 15) in satisfaction of its calendar 2001 matching contribution obligation of approximately $380,000. In addition, to enable the Plan to fund certain withdrawal requests, the Company purchased 47,657 shares from the Plan at a cost of $22,071 and put them into treasury. In May 2003 the Company issued 1,000,000 common shares, which had a fair market value of approximately $40,000, to an investment advisor to assist in the Company's fund raising efforts. Effective July 31, 2003, the Company completed the sale of 10,000,000 shares of its common stock, which had a fair market value at that time of approximately $400,000, to American Marketing Complex, Inc. ("AMC"). Payment for this purchase by AMC was in the form of cash equivalent trade credits with a face value of $4,000,000, which the Company can use or sell to others for the purchase of merchandise and services. The face value is not necessarily indicative of the ultimate fair value or settlement value of the trade credits. Any trade credits not utilized by June 30, 2008 shall expire, unless the Company exercises an option to extend the agreement for one year. The trade credits were valued at the fair market value of the shares issued by the Company of $400,000 and classified as unearned income, which is a separate component of stockholders' deficiency in the accompanying consolidated balance sheets as of September 30, 2003. The unearned credits were to be offset as the trade credits were used. In addition, the Company agreed to loan AMC $150,000 of which $10,000 was delivered at closing; $40,000 was delivered in August 2003; $50,000 was to be delivered by September 10, 2003 and $50,000 was to be delivered by October 10, 2003. The Company did not make the September or October payments. This loan will be repaid exclusively from funds received from the sale by AMC of its 10,000,000 shares of the Company's Common Stock. The Company was required to, but did not, register these shares within six months of the closing. In 2004, AMC declared that the Company is in default. The Company is in negotiations for the termination of this agreement with AMC. Hence, during 2004, the Company wrote off the balance of unearned income and recorded a charge of $400,000 in the statement of operations. In addition, the Company issued 5,809,980 shares of common stock on June 25, 2004 upon exercise of warrants (see Note 12) and 1,754,384 shares of common stock in August and September 2004 upon the conversion of 10% Convertible Notes (see Note 11). On September 21, 2004, the Company increased the common shares authorized from 75,000,000 to 400,000,000. Shares Issued for Services In July, 2004, the Company issued 350,000 shares of common stock with a fair value of $14,000 for consulting services rendered. Preferred Stock Series "A" In connection with the Transcape acquisition in February 2001, the Company issued 1,356,852 shares of Series "A" Preferred Stock. Each outstanding share of Series "A" Preferred Stock is convertible at any time, at the option of the holder, into common stock on a one for one basis. All of the common shares issuable on conversion of the Series "A" Preferred Stock must be registered by the Company. Series "B" In October 2001, the Company raised $1,000,000 in cash through the issuance and sale of 1,000 shares of Series "B" Convertible Preferred Stock to Pitney Bowes, with each share of Series "B" Preferred being convertible at any time into 1,190 shares of common stock at a price of $0.84 per share. The Company must register all of the common shares issuable on conversion of the Series "B" Preferred Stock. In connection with this transaction Pitney Bowes had nominated Michael Monahan to Vertex's Board of Directors. He served as a Director from November 15, 2001 until his resignation on February 21, 2002. F-31 Series "C", Series "C-1" and Series "D" In March 2002, the Company issued 997 shares of Series "C" Convertible Preferred Stock to Midmark upon conversion of approximately $997,000 of convertible notes payable and accrued interest (See Note 12). Each outstanding share of Series "C" Preferred was convertible at any time into 1,190 shares of common stock at a price of $0.84 per share. The Company was required to register all of the common shares issuable on conversion of the Series "C" Preferred Stock. On June 25, 2004, in connection with the Investment Restructuring Agreement, the holders of Series C convertible preferred stock exchanged their Series C convertible preferred stock for Series C-1 convertible preferred stock on a 1:1 basis. The Series C-1 preferred stock was recorded at $997,000 which was the carrying value of the Series C preferred stock and the aggregate liquidation value of the Series C-1 preferred stock. In September 2004, the Company issued 7,615 shares of Series "D" convertible preferred stock to Midmark upon conversion of approximately $7,615,000 of convertible and demand notes payable and accrued interest (See Note 12). The Series D preferred stock was recorded at approximately $7,615,000 which was the carrying value of the notes and accrued interest payable and the aggregate liquidation value of the Series D preferred stock. Vertex and Midmark also entered into a Redemption Agreement providing for the redemption of a number of shares of Series D preferred stock with a value of $504,713 based on the per share liquidation value of the Series D preferred stock upon the earlier of (x) December 31, 2004, or (y) the receipt by Vertex of a tax refund which was expected in the fourth quarter of calendar year 2004. Accordingly, a total of 504 shares of Series D preferred stock with an aggregate liquidation value of $504,713 was included in current liabilities as mandatory redeemable Series D preferred stock in the accompanying consolidated balance sheet as of September 30, 2004. As of December 10, 2004, Vertex had not made the payment. Each share of Series C-1 and Series D preferred stock is convertible into $1,000 worth of our common stock, at the selling stockholders' option, at the lower of (i) $0.30 or (ii) 60% of the average of the three lowest intraday trading prices for the common stock on a principal market for the 20 trading days before but not including the conversion date. Accordingly, there is in fact no limit on the number of shares into which the Series C-1 and Series D preferred stock may be converted. As of September 27, 2004, the average of the three lowest intraday trading prices for our common stock during the preceding 20 trading days as reported on the Over-The-Counter Bulletin Board was $.07 and, therefore, the conversion price for the Series C-1 and Series D preferred stock was $.042. Based on this conversion price, 997 shares of Series C-1 preferred stock and 7,615 shares of Series D preferred stock (including the 504 shares classified as subject to mandatory redemption) were convertible into 205,040,666 shares of common stock. Based on the excess of the aggregate fair value of the common shares that would have been issued if the Series C-1 and Series D preferred stock had been converted immediately over the aggregate carrying value of the Series C-1 and Series D preferred stock the investors received a beneficial conversion feature that had an aggregate intrinsic value of approximately $3,445,000 as of the commitment date. Accordingly, the Company recorded a charge for the preferred stock beneficial conversion feature in the accompanying 2004 consolidated statement of operations resulting in an increase in the loss applicable to common stock. Voting Rights and Dividends All of the preferred stockholders are entitled to vote their shares as though such conversion had taken place. In addition, preferred stockholders are not entitled to preferred dividends, but are entitled to their pro rata share of dividends, if any, declared on common stock under the assumption that a conversion to common stock had occurred. Stock Option Plan The Company has an Incentive Stock Option Plan (the "Plan") that provides for the granting of options to employees, directors, and consultants to purchase shares of the Company's common stock. During fiscal 2001, the Company's Board of Directors approved an increase in the number of shares available for issuance from 4,000,000 to 8,000,000. The Company is required to register the additional 4,000,000 shares issuable pursuant to options exercised. The Company intends to register the shares as soon as possible. Options granted under the Plan generally vest over five years and expire after ten years. The exercise price per share may not be less than the fair market value of the stock on the date the option is granted. Options granted to persons owning more than 10% of the voting shares of the Company may not have a term of more than five years and may not be granted at less than 110% of fair market value. F-32 The following table summarizes the common stock options granted, cancelled or exercised under the Plan:

Shares Beneficially Owned Number (1) Percent(2) PREFERRED "A": 5% Beneficial Owners: Pitney Bowes, Inc. 1,356,852 100% One Elmcroft Road Stamford CT 06926 PREFERRED "B": 5% Beneficial Owners: Pitney Bowes, Inc. 1,000 100% One Elmcroft Road Stamford CT 06926 PREFERRED "C" 5% Beneficial Owners: MidMark Capital II L.P. 805 80.74% 177 Madison Avenue Morristown, NJ 07960 Paine Webber Custodian 50 5.02% F/B/O Wayne Clevenger 177 Madison Avenue Morristown, NJ 07960 Joseph Robinson 50 5.02% 177 Madison Avenue Morristown, NJ 07960 O'Brien Ltd Partnership 50 5.02% 177 Madison Avenue Morristown, NJ 07960 Total as a Group 955 95.79% 46 47 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Wayne L. Clevenger and Joseph R. Robinson, directors of the Company until August 13, 2002, are partners in Midmark Associates, which firm provided consulting services to the Company. During fiscal 2001 and 2002, the Company paid $250,000 and $218,000 respectively, to Midmark Associates for consulting services pursuant to a five-year management agreement entered into in September 1999 that was terminated in August 2002 when Mr. Clevenger and Mr. Robinson resigned as directors. In addition, during the year ended September 30, 2001, the Company issued in the aggregate $5,500,000 of convertible notes payable to Midmark Capital L.P., Midmark Capital II L.P., and certain individuals related to these two entities (collectively "Midmark Capital"). During the year ended September 30, 2002, Midmark Capital elected to convert approximately $782,000 of principal and $218,000 of accrued interest into 997 shares of Series "C" Preferred Stock. The remaining convertible notes payable of $4,718,717 with accrued interest at prime were convertible into Series "C" Preferred Shares at a conversion price of $1,000 per share, and the Series "C" Preferred Shares in turn were convertible into Common Shares at $0.84 per shares. In addition, during the year ended September 30, 2002, the Company issued $3,000,000 of notes payable convertible into 3,000 shares of Series "C" Preferred Stock and in turn convertible into 3,570,026 shares of Common Stock at $0.84 per share, and borrowed $2,588,900 under a demand note payable. (See Note 9 to the Consolidated Financial Statements). On August 9, 2002, the remaining balance of the $4,718,717 convertible notes and $1,185,176 of the $3.0 million convertible notes were fully settled with the sale of the French based advanced planning software business to MidMark (See Note 2 to the Consolidated Financial Statements). The remaining $1,814,324 or 10% convertible notes payable at September 30, 2002 are collateralized by all tangible and intangible property of the Company, except that the holders have executed in favor of certain senior lenders a subordination of their right of payment under the Notes and the priority of any liens on certain assets, primarily accounts receivable. On January 2, 2001, the Company awarded Otto Leistner, one of its Directors, options exercisable at a price of $5.72 per share for 20,000 unregistered shares of our common stock for the accounting services he performed from September 22, 1999 thru April 17, 2000 prior to his becoming a Director. In August 2001, the Company issued a $359,375 convertible note payable to PARTAS AG, which is owned by Mr. Leistner. This note was to automatically convert into 250,000 shares of Vertex common stock on the day that the Company obtained the requisite shareholder approval for the issuance of shares to PARTAS AG. Since shareholder approval was not obtained by February 22, 2002, the principal amount plus any accrued interest (at prime rate) became immediately due and payable. On July 31, 2002 this convertible note payable was fully settled with the sale of the German point solutions business to PARTAS AG (See Note 2 to the Consolidated Financial Statements). 48 L. G. Schafran, a director of the Company, provided consulting services to the Company prior to his election as a Director on August 9, 2001. For these services Mr. Schafran received 30,000 non-qualified, in-plan options at an exercise price of $1.51, all of which vested on the date of grant, August 14, 2001. Mr. Schafran resigned as a Director of the Company on July 8, 2002. ITEM 14. Controls and Procedures Within the 90-day period prior to the date of this report, a preliminary evaluation was carried out, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a- 15 of the Securities Exchange Act of 1934. Based upon, the Company's disclosure as to material weaknesses in internal controls as reflected in its 8-K filed April 16, 2002, the disclosure referenced in this Report's Part II, Item 9, the lateness of this filing, and its preliminary evaluation, the Chief Executive Officer and Chief Financial Officer concluded that given additional procedures performed, our disclosure controls and procedures were effective, in all material respects, with respect to the recording, processing, summarizing, and reporting of information required to be disclosed by us in the reports that we file or submit under the Exchange Act, but our disclosure controls and procedures were ineffective, in all material respects, with respect to completing the recording, processing, summarizing, and reporting of information, within the time periods specified in the SEC's rules and forms, of information required to be disclosed by us in the reports that we file or submit under the Exchange Act given the resources available to the Company. As more fully described in Item 7 - Liquidity and Capital Resources and in Footnote 1 to the Consolidated Financial Statements, there is substantial doubt as to the Company's ability to continue as a going concern. The Company is seeking additional funding, the amount and timing of which cannot be assured. However, as soon as additional financial resources can be made available to acquire additional human resources, the Company, its Chief Executive Officer, and its Chief Financial Officer will conduct a full evaluation of its controls and procedures and design such controls and procedures to allow the Company to comply with Rule 13a-15 of the Securities Exchange Act of 1934. 49 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed as a part of this report: 1. and 2. Financial Statements: 1. Financial Statements and Supplementary Data: Index to Financial Statements Reports of Independent Auditors Balance Sheets as of September 30, 2002 and 2001 Statements of Operations for the years ended September 30, 2002, 2001 and 2000. Statements of Cash Flows for the years ended September 30, 2002, 2001 and 2000. Statements of Changes in Stockholders' Equity for the years ended September 30, 2002, 2001 and 2000. Notes to Consolidated Financial Statements 2. Financial Statement Schedules: Schedules for the three years ended September 30, 2002, 2001, and 2000. Schedule II - Valuation Qualifying Accounts Schedules other than those listed above have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. 3. Exhibits: The following is a list of exhibits incorporated by reference from the Company's Registration Statement on Form S-18 filed under the Securities Act of 1933, as amended and effective June 2, 1986 (File No. 33-897-NY), those filed pursuant to Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, and those material contracts of the Company previously filed pursuant to the Securities Act of 1934 as amended, and those filed herewith. 50 Exhibit Description Number 2.1 Form of Common Stock Certificate (incorporated by reference to the Registration Statement on Form S-18 filed under the Securities Act of 1933, as amended and effective June 2, 1986 (File No. 33-897-NY). 3.1 Certificate of Amendment to the Certificate of Incorporation of Vertex Interactive, Inc. filed with the Secretary of State, State of New Jersey on February 7, 2001, on October 18, 2001 and November 2, 2001 (incorporated by reference to the Form 10-Q filed May 20, 2002). 3.2 Amended By-laws, amended as of August 9, 2001 (incorporated by reference to the Form 10-K filed January 25, 2002). 10.5 Incentive Stock Option Plan dated October 10, 1985, and amended February 14, 2000 (incorporated by reference to the Form 10-K filed on December 18, 2000). 10.54 Management agreement between the Company and Edwardstone & Company, Inc. dated September 27, 1999 (incorporated by reference to the Form 10-K filed on January 13, 2000). 10.55 Share Purchase Agreement, by and among Vertex Industries, Inc. St. Georges Trustees Limited, as trustee on behalf of the John Kenny Settlement and the Godfrey Smith Settlement, John Kenny and Bryan J. Maguire and Godfrey Smith dated June 21, 1999, as amended September 27, 1999, (incorporated by reference to the Form 8-K filed October 7, 1999). 10.56 Share Purchase and Transfer Agreement, 1999, between Gregor von Opel and Vertex Industries, Inc. dated as of June 21, 1999 and as amended September 27, 1999, (incorporated by reference to the Form 8-K filed October 7, 1999). 10.57 Stock Purchase Agreement by and among Vertex Interactive, Data Control Systems and The Stockholders of Data Control Systems, Inc. dated March 31, 2000 (incorporated by reference to the Form 8-K filed April 12, 2000). 10.58 Agreement and Plan of Merger, dated September 18, 2000, by and among Vertex Interactive, Rensoft Acquisition Corp. and Renaissance Software, Inc. (incorporated by reference to the Form 8-K filed October 2, 2000). 10.59 Form of Note Purchase Agreement dated June 19, 2001 between Vertex Interactive, Inc. and MidMark Capital II, Lp with respect to the Convertible Notes Payable (incorporated by reference to the Form 10-Q filed August 14, 2001). 51 10.60 Form of Subscription Agreement dated April l3, 2001 with respect to the private placement of common shares (incorporated by reference to the Form 10-Q filed August 14, 2001). 10.61 Agreement and Plan of Merger, dated December 29, 2000, between Vertex Interactive and Applied Tactical Systems, Inc. (incorporated by reference to the Form 8-K filed March 2, 2001 and Form 8-K a filed March 14, 2001.) 10.62 Asset Purchase Agreement and Ancillary Agreements between Vertex Interactive, Inc. and Finmek Holding N. V.-Genicom S.p.A., Genicom Ltd., Genicom S.A. dated October 6, 2000 (incorporated by reference to the Form 10-K filed on January 25, 2002). 10.63 Transaction Agreement among Vertex Interactive, Inc., Pitney Bowes Inc. and Renaissance Software, Inc. dated February 7, 2001 (incorporated by reference to the Form 10-K filed January 25, 2002). 10.64 Note Purchase Agreement dated July 31, 2001 by and among Vertex Interactive and Partas AG (incorporated by reference to the Form 10-K filed on January 25, 2002). 10.65 Employment Agreement dated April 17, 2000 between Vertex Interactive, Inc. and Raymond J. Broek (incorporated by reference to the Form 10-K filed on January 25, 2002). 10.66 Employment Agreement dated May 30, 2001 between Vertex Interactive, Inc. and Donald W. Rowley (incorporated by reference to the Form 10-K filed on January 25, 2002). 10.67 Stock Purchase Agreement by and between Pitney Bowes Inc. and Vertex Interactive, Inc. dated October 18, 2001 for the purchase of Series "B" Preferred Stock (incorporated by reference to the Form 10-Q filed February 20,2002). 10.68 Securities Purchase Agreement by and among Laurus Master Fund, Ltd. and Vertex Interactive, Inc. dated November 20, 2001 for the purchase of 7% Convertible Notes Payable (incorporated by reference to the Form 10- Q filed February 20,2002). 10.69 Note Purchase Agreement by and among MidMark Capital II, L.P. and Vertex Interactive, Inc. dated as of November 1, 2001 for the purchase of 10% Convertible Notes Payable (incorporated by reference to the Form 10- Q filed February 20,2002). 10.70 Accounts Receivable Purchase Agreement dated February 27, 2002 between Vertex Interactive, Inc., its North American subsidiaries and Laurus Master Fund, Ltd. (incorporated by reference to the Form 10-Q filed May 20,2002). 52 10.71 Form of Conversion Agreement between Vertex Interactive, Inc. and MidMark dated March 7, 2002 and the Amended and Restated Convertible Promissory Note dated March 7, 2002(incorporated by reference to the Form 10-Q filed May 20,2002). 10.72 Asset Purchase Agreement between Vertex, Renaissance and Pitney Bowes dated April 19, 2002 (incorporated by reference to the Form 10-Q filed May 20,2002). 10.73 ICS Sale Agreement between Vertex Interactive, Partas Aktiengesellschaft and ICS AG dated July 12, 2002 (filed herewith). 10.74 Stock and Debt Purchase Agreement between MidMark Capital II, L.P., MidMark Capital, L.P., DynaSys, S.A. and Vertex Interactive, Inc. dated August 9, 2002 (filed herewith). 21.0 Subsidiaries of Vertex Interactive, Inc.(filed herewith). 23.1 Consent of WithumSmith+Brown P.C. (filed herewith). 23.2 Consent of Ernst & Young LLP (filed herewith). 99.1 Certification of Chief Executive Officer and Chief Financial Officer required under Section 906 of the Sarbanes-Oxley Act of 2002. This exhibit is furnished, not filed, in accordance with SEC Release Number 33-8212. (b) Reports on Form 8-K 1) Form 8-K filed on August 21, 2002 relating to the Company's notification by NASDAQ that the NASDAQ Listing Qualifications Panel (the "Panel") has determined to delist the Company's securities from the NASDAQ Stock Market. 2) Form 8-K filed on October 2, 2002 regarding the CEO and CFO certifications of the Form 10-Q filed October 2, 2002. 3) Form 8-K filed on December 5, 2002 regarding the resolution and dismissal of claims relating to its merger with Applied Tactical Systems ("ATS"). 53 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VERTEX INTERACTIVE, INC. Date: July 31, 2003 /s/ Nicholas R. Toms Nicholas R. Toms Chief Executive Officer Date: July 31, 2003 /s/ Mark A. Flint Mark A. Flint Chief Financial Officer Pursuant to the requirements by the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Company and in the capacities and on the dates indicated: July 31, 2003 /s/ Hugo H. Biermann Hugo H. Biermann Executive Chairman and Director July 31, 2003 /s/ Nicholas R. Toms Nicholas R. Toms Chief Executive Officer and Director July 31, 2003 /s/ Otto Leistner Otto Leistner Director 54 CERTIFICATIONS I, Nicholas R. Toms, certify that: 1. I have reviewed this annual report on Form 10-K of Vertex Interactive, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 55 6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. July 31, 2003 /s/Nicholas R. Toms Nicholas R. Toms Chief Executive Officer 56 CERTIFICATIONS I, Mark A. Flint, certify that: 1. I have reviewed this annual report on Form 10-K of Vertex Interactive, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 57 6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. July 31, 2003 /S/Mark A. Flint Mark A. Flint Chief Financial Officer 58 VERTEX INTERACTIVE, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL STATEMENTS: Reports of Independent Auditors F-2, F-3 Consolidated Balance Sheets as of September 30, 2002 and 2001 F-4, F-5 Consolidated Statements of Operations for the years ended September 30, 2002, 2001, and 2000 F-6 Consolidated Statements of Cash Flows for the years ended September 30, 2002, 2001, and 2000 F-7 Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the years ended September 30, 2002, 2001, and 2000 F-8, F-9 Notes to Consolidated Financial Statements F-10 SUPPLEMENTAL SCHEDULE Schedule II - Valuation and Qualifying Accounts for the years ended September 30, 2002, 2001, and 2000 F-51 F-1 REPORT OF INDEPENDENT AUDITORS To the Board of Directors and Stockholders of Vertex Interactive, Inc.: We have audited the accompanying consolidated balance sheet of Vertex Interactive, Inc. and Subsidiaries as of September 30, 2002, and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for the year then ended. Our audit also included the financial statement schedule listed in the index at Item 15(a). These financial statements and the schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Vertex Interactive, Inc. and Subsidiaries as of September 30, 2002, and the consolidated results of their operations and their cash flows for the year ended September 30, 2002 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule taken as a whole, presents fairly in all material respects the information set forth therein. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred significant operating losses and, at September 30, 2002 has a working capital deficiency of $27.4 million and a Stockholders' Deficit of $26.8 million. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. As discussed in Notes 3 and 4 to the financial statements, the Company changed its method of accounting for goodwill and other intangible assets in accordance with Statement of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets" effective October 1, 2001. /s/ WithumSmith+Brown P.C. Livingston, New Jersey April 30, 2003 (July 31, 2003 as to Notes 1 and 19) F-2 Report of Independent Auditors The Board of Directors and Shareholders of Vertex Interactive, Inc. We have audited the accompanying consolidated balance sheet of Vertex Interactive, Inc. and subsidiaries as of September 30, 2001 and the related consolidated statements of operations, cash flows and changes in stockholders' equity for the years ended September 30, 2001 and 2000. Our audits also included the financial statement schedule for the years ended September 30, 2001 and 2000 listed in the Index at Item 15(a)2. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Vertex Interactive, Inc. and subsidiaries at September 30, 2001, and the consolidated results of their operations and their cash flows for the years ended September 30, 2001 and 2000 in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule for the years ended September 30, 2001 and 2000, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. As more fully discussed in Note 1 to the consolidated financial statements, the Company's recurring losses from operations, negative working capital, rate of cash consumption and lack of sufficient current financing raise substantial doubt about its ability to continue as a going concern. Management's plans as to these matters are also described in Note 1. The 2001 consolidated financial statements and financial statement schedule do not include any adjustments that might result from the outcome of this uncertainty. /s/ Ernst & Young LLP MetroPark, New Jersey January 25, 2002 F-3 VERTEX INTERACTIVE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS September 30, September 30, 2002 2001 ------------- ------------- CURRENT ASSETS: Cash and cash equivalents $ 74,016 $ 1,411,222 Accounts receivable, less allowance for doubtful accounts of $929,030 and $380,568 at September 30, 2002 and 2001 936,246 11,224,533 Inventories, net 941,357 5,065,214 Prepaid expenses and other current assets 263,260 1,521,730 ------------ ------------- Total current assets 2,214,879 19,222,699 PROPERTY, EQUIPMENT, AND CAPITAL LEASES Property and equipment 1,387,620 6,283,848 Capital leases - 350,168 ------------ ------------- Total property, equipment and capital leases 1,387,620 6,634,016 Less: Accumulated depreciation and amortization (1,200,546) (2,270,097) ------------ ------------- Net property, equipment and capital leases 187,074 4,363,919 OTHER ASSETS: Goodwill - 24,627,785 Other intangible assets, net of amortization of $1,007,088 at September 30, 2001 - 3,721,802 Capitalized software, net of amortization of $115,756 and $24,426 at September 30, 2002 and 2001 231,513 420,554 Other assets 166,965 1,082,524 ------------ ------------- Total other assets 398,478 29,852,665 ------------ ------------- Total assets $ 2,800,431 $ 53,439,283 ============ ============= See notes to consolidated financial statements. F-4 VERTEX INTERACTIVE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) September 30, September 30, 2002 2001 ------------- ------------- CURRENT LIABILITIES: Current portion of obligations under capital leases $ - $ 163,425 Bank credit lines - 1,824,528 Senior credit facility 145,736 - Notes payable 1,602,500 2,677,517 Notes payable - related parties 2,588,900 - Convertible notes payable - related parties 1,814,324 359,375 Mortgage notes payable current portion - 75,793 Accounts payable 4,429,065 8,432,386 Liabilities associated with subsidiaries in liquidation 7,263,694 - Payroll and related benefits accrual 2,074,902 4,916,639 Litigation related accruals 4,122,123 3,856,948 Other accrued expenses and liabilities 3,933,725 5,700,965 Advances from customers 343,547 612,077 Deferred revenue 1,317,440 5,739,843 ------------ ------------ Total current liabilities 29,635,956 34,359,496 LONG-TERM LIABILITIES: Obligations under capital leases - 106,201 Mortgage notes payable - 1,392,858 Convertible notes payable - related parties - 5,500,000 Other long term liabilities - 130,201 ------------ ------------ Total long-term liabilities - 7,129,260 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY (DEFICIT): Series A preferred stock, par value $.01 per share; 2,000,000 shares authorized, 1,356,852 issued and outstanding ($10,000,000 aggregate liquidation preference) 13,569 13,569 Series B preferred stock, par value $0.01 per share; 1,000 shares authorized, 1,000 issued and outstanding ($1,000,000 aggregate liquidation preference) 10 - Series C preferred stock, par value $0.01 per share; 10,000 shares authorized, 997 issued and outstanding ($997,000 aggregate liquidation preference) 10 - Common stock, par value $.005 per share; 75,000,000 shares authorized; 37,201,978 and 34,909,506 shares issued at September 30, 2002 and 2001, respectively 186,011 174,548 Additional paid-in capital 154,979,295 149,321,766 Deferred compensation - (180,557) Accumulated deficit (180,681,702) (135,907,323) Accumulated other comprehensive loss (1,265,478) (1,426,307) ------------- ------------- (26,768,285) 11,995,696 Less: Treasury stock, 87,712 and 40,055 shares (at cost) (67,240) (45,169) ------------- ------------- Total stockholders' equity (deficit) (26,835,525) 11,950,527 ------------- ------------- Total liabilities and stockholders' equity (deficit) $ 2,800,431 $ 53,439,283 ============= ============= See notes to consolidated financial statements. F-5 VERTEX INTERACTIVE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended September 30, --------------------------------------- 2002 2001 2000 ------------ ------------ ----------- REVENUES $36,135,217 $59,087,470 $47,769,311 COST OF SALES 23,894,594 37,586,253 32,562,140 ------------ ------------ ----------- GROSS PROFIT 12,240,623 21,501,217 15,207,171 ------------ ------------ ----------- OPERATING EXPENSES: Selling and administrative 22,503,288 34,510,749 13,407,440 Research and development 4,179,553 7,039,014 1,230,511 Depreciation and amortization of intangibles 1,237,162 15,791,510 1,594,152 Provision for termination of leases 1,102,984 300,000 In-process R&D write-off and merger related expenses - 3,600,000 7,737,000 Impairment of goodwill and other intangible assets 18,973,832 78,364,560 - ----------- ------------ ------------ Total operating expenses 47,996,819 139,605,833 23,969,103 ----------- ------------ ------------ OPERATING LOSS (35,756,196) (118,104,616) (8,761,932) OTHER INCOME AND (EXPENSES): Interest income 93,967 141,358 311,103 Interest expense (2,875,396) (1,035,140) (470,867) Provision for litigation (2,653,891) (3,100,000) - Loss on sale or liquidation of non-core assets (3,080,656) - - Other (367,364) (703,228) (113,470) ----------- ------------ ------------ Net other income (expense) (8,883,340) (4,697,010) (273,234) ----------- ------------ ------------ LOSS BEFORE INCOME TAXES (44,639,536) (122,801,626) (9,035,166) Income Tax Provision 134,843 150,476 377,258 ----------- ------------ ------------ NET LOSS ($44,774,379)($122,952,102) ($9,412,424) ============ ============= =========== Net loss per share of Common Stock: Basic and diluted ($1.26) ($3.95) ($.46) Weighted Average Number of Shares Outstanding: Basic and diluted 35,649,274 31,128,185 20,598,502 See notes to consolidated financial statements. F-6 VERTEX INTERACTIVE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended September 30, ---------------------------------------- 2002 2001 2000 ------------ ------------ ------------ Cash Flows from Operating Activities: ------------------------------------ Net Loss ($44,774,379)($122,952,102) ($9,412,424) Adjustments to reconcile net loss to net cash used for operating activities: Depreciation and amortization 1,237,162 15,791,510 1,594,152 Loss on sale or liquidation of non-core businesses and assets 3,080,656 6,951 201,458 Imputed interest 100,000 Impairment of goodwill and other intangible assets 18,973,832 78,364,560 - Stock and stock options issued in consideration for services and other obligations - 2,325,850 404,896 Non cash interest expense 1,168,885 Amortization of deferred compensation costs 180,557 324,655 - In-process R&D write-off - 3,600,000 7,500,000 Changes in assets and liabilities, net of effects of acquisitions and disposals: Accounts receivable, net 4,948,464 781,789 (764,924) Inventories, net 933,072 530,699 1,018,739 Prepaid expenses and other current assets 261,629 (750,052) (1,333,781) Other assets 1,010,556 252,945 (673,760) Accounts payable 184,707 2,548,730 2,849,172 Accrued expenses and other liabilities 5,580,371 3,577,123 (1,174,310) Advances from customers ( 39,400) 184,663 (3,239,030) Deferred revenue (1,075,747) (406,502) (734,287) ------------ ---------- ----------- Net cash used for operating activities (8,329,635) (15,819,181) (3,664,099) ------------ ----------- ----------- Cash Flows from Investing Activities: --------------------------------------- Additions to property and equipment (172,458) (1,070,668) (1,102,932) Proceeds from sale of assets, net of cash sold 1,184,231 18,378 930,020 Acquisition of businesses, net of cash acquired - (4,626,222) (13,712,087) ------------ ----------- ----------- Net cash provided by (used for) investing activities 1,011,773 (5,678,512) (13,884,999) ------------ ----------- ----------- Cash Flows from Financing Activities: ------------------------------------- Loans payable bank, net (683,386) (183,158) (460,629) Proceeds from senior credit facility and notes payable 8,774,900 5,859,375 - Payment of senior credit facility and notes payable (2,933,645) (272,500) (958,201) Payment of mortgages (49,564) (69,205) (108,659) Payment of capitalized lease obligations (127,656) (625,422) (151,056) Proceeds from long term borrowing - 437,816 572,600 Net proceeds from issuance of stock 1,030,168 8,773,373 24,012,569 Proceeds from exercise of stock options - 910,484 882,940 Purchase of treasury stock (22,071) - - ----------- ---------- ---------- Net cash provided by financing activities 5,988,746 14,830,763 23,789,564 ----------- ----------- ----------- Effect of exchange rate changes on cash (8,090) 185,378 (335,084) ----------- ----------- ----------- Net (Decrease) Increase in Cash (1,337,206) (6,481,552) 5,905,382 Cash and Cash Equivalents at Beginning of Period 1,411,222 7,892,774 1,987,392 ----------- ----------- ----------- Cash and Cash Equivalents at End of Period $74,016 $1,411,222 $7,892,774 =========== =========== =========== Cash paid for: Interest $ 930,000 $ 671,000 $ 411,000 Income taxes $ 237,000 $ 134,000 $ 98,000 See notes to consolidated financial statements. F-7 VERTEX INTERACTIVE INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) Preferred Stock Common Stock Additional ------------------ ---------------- Paid-In Deferred Shares Amount Shares Amount Capital Compensation ------ ------ ------ ------ ---------- ------------ Balance September 30, 1999 - - 18,526,746 $92,633 $17,223,403 $(21,310) Exercise of stock options 583,899 2,920 880,020 Issuance of stock in connection with new investors , net of expenses 3,293,750 16,469 20,199,600 Stock options issued to non-employees 5,061,615 Issuance of stock and stock options in connection with acquisitions 3,671,144 18,356 54,738,510 Issuance of stock in connection with license acquisition 80,386 402 999,598 Amortization of deferred compensation 21,310 Stock grants to employees 112,022 560 (560) Deferred compensation 461,012 (461,012) Other Comprehensive income (loss), net of tax: Net loss Change in unrealized gain/(loss) on investment Change in unrealized foreign exchange translation gains/losses Comprehensive income (loss) ------- ------- ---------- -------- ----------- -------- Balance September 30, 2000 - $ - 26,267,947 131,340 99,563,198 (461,012) Exercise of stock options 437,481 2,187 908,297 Issuance of stock in connection with new investors, net of expenses 4,186,754 20,933 7,830,033 Stock options issued to non-employees 1,465,756 Issuance of stock in connection with retirement of debt and other obligations 576,501 2,883 2,496,009 Issuance of stock and stock options in connection with acquisitions 1,356,852 13,569 3,440,823 17,205 37,014,273 Deferred compensation 44,200 (44,200) Amortization of deferred compensation 324,655 Other Comprehensive income (loss), net of tax: Net loss Change in unrealized foreign exchange translation gains/losses Comprehensive income (loss) ---------- ------- ---------- -------- ----------- ---------- Balance September 30, 2001 1,356,852 13,569 34,909,506 174,548 149,321,766 (180,557) ---------- ------- ---------- -------- ----------- ---------- Issuance of common stock 34,404 172 68,844 Issuance of Series B preferred stock, net of expenses 1,000 10 960,990 Issuance of stock in connection with acquisitions 1,676,168 8,381 930,667 Issuance of stock and stock options in connection with retirement of debt and other obligations 581,900 2,910 2,031,153 Purchase of Treasury Stock (47,657 shares) Conversion of notes payable into Series C Preferred Stock 997 10 996,990 Amortization of deferred compensation 180,557 Cancellation of common stock (1,676,168) (8,381) (930,667) Exercise of stock options 1,676,168 8,381 930,667 Settlement of acquisition related escrow (500,000) Non cash interest expense 1,168,885 Other Comprehensive income (loss), net of tax: Net loss Change in unrealized foreign exchange translation gains/losses Comprehensive income (loss) --------- -------- ----------- -------- ------------ --------- Balance September 30, 2002 1,358,849 $ 13,589 37,201,978 $186,011 $154,979,295 $ - ========= ======== =========== ======== ============ ========= F-8 VERTEX INTERACTIVE INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (continued) Accumulated Other Accumulated Comprehensive Comprehensive Treasury Deficit Loss Income/(Loss) Stock Total ----------- ------------- ------------- -------- ------- Balance September 30, 1999 $(3,542,797) $18,868 $(45,169) $13,725,628 Exercise of stock options 882,940 Issuance of stock in connection with new investors , net of expenses 20,216,069 Stock options issued to non-employees 5,061,615 Issuance of stock and stock options in connection with acquisitions 54,756,866 Issuance of stock in connection with license acquisition 1,000,000 Amortization of deferred compensation 21,310 Stock grants to employees - Deferred compensation - Other Comprehensive income (loss), net of tax: Net loss (9,412,424) $ (9,412,424) (9,412,424) Change in unrealized gain/(loss) on investment (18,868) (18,868) (18,868) Change in unrealized foreign exchange translation gains/losses (1,825,411) (1,825,411) (1,825,411) ------------ Comprehensive income (loss) $ (11,256,703) ------------- ============= ----------- -------- ------------ Balance September 30, 2000 (12,995,221) (1,825,411) (45,169) 84,407,725 ------------- ----------- -------- ------------ Exercise of stock options 910,484 Issuance of stock in connection with new investors, net of expenses 7,850,966 Stock options issued to non-employees 1,465,756 Issuance of stock in connection with retirement of debt and other obligations 2,498,892 Issuance of stock and stock options in connection with acquisitions 37,045,047 Deferred compensation - Amortization of deferred compensation 324,655 Other Comprehensive income (loss), net of tax: Net loss (122,952,102) $(122,952,102) (122,952,102) Change in unrealized foreign exchange translation gains/losses 399,104 399,104 399,104 -------------- Comprehensive income (loss) $(122,552,998) ------------ ============== --------- ------- ------------ Balance September 30, 2001 (135,907,323) (1,426,307) (45,169) 11,950,527 ------------ ---------- -------- ------------ Issuance of common stock 69,016 Issuance of Series B preferred stock, net of expenses 961,000 Issuance of stock in connection with acquisitions 939,048 Issuance of stock and stock options in connection with retirement of debt and other obligations 2,034,063 Purchase of Treasury Stock (47,657 shares) (22,071) (22,071) Conversion of notes payable into Series C Preferred Stock 997,000 Amortization of deferred compensation 180,557 Cancellation of common stock (939,048) Exercise of stock options 939,048 Settlement of acquisition related escrow (500,000) Non cash interest expense 1,168,885 Other Comprehensive income (loss), net of tax: Net loss (44,774,379) $(44,774,379) (44,774,379) Change in unrealized foreign exchange translation gains/losses 160,829 160,829 160,829 ------------ Comprehensive income (loss) $ (44,613,550) ------------- ============= ---------- -------- ------------- Balance September 30, 2002 $(180,681,702) $(1,265,478) $(67,240) $(26,835,525) ============= ========== ======== ============= See notes to consolidated financial statements. F-9 VERTEX INTERACTIVE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. RECENT DEVELOPMENTS AND NATURE OF PRESENTATION Background Vertex Interactive, Inc. ("Vertex" or "we" or the" Company") is a global provider of supply chain management ("SCM") technologies, including enterprise software systems and applications, advance planning and scheduling capabilities, software integration, solutions that enable our customers to manage their order, inventory, warehouse and transportation needs, consultative services, and software and hardware service and maintenance. We serve our clients through three general product and service lines: (1) enterprise solutions; (2) point solutions; and, (3) service and maintenance for our products and services, including service and maintenance of software and hardware we resell for third parties. Our enterprise solutions include a suite of Java-architected software applications, applications devoted to the AS/400 customer base, as well as a portfolio of "light-directed" systems for inventory, warehouse and distribution center management. Our point solutions provide an array of products and services designed to solve more specific customer needs from managing a mobile field workforce, mobile data collection, distributed bar code printing capabilities, compliance labeling applications, automated card devices, software development tools and proprietary software serving SAP R/3 users. We provide a full range of software and hardware services and maintenance on a 24-hour, 7-days a week, 365- days a year basis, including the provision of wireless and wired planning and implementation services for our customers' facilities. As a result of various acquisitions beginning in September 1999, as described in Note 2, Vertex had substantially increased its portfolio of products and services that it could provide to customers through its operations in North America and Europe. In 2002, the Company announced its intention to focus primarily on enterprise solutions. As of September 30, 2002, the Company has sold or is in the process of closing the majority of its point solutions and services operations (See Note 2), including all of its European operations. Recent Developments On August 20, 2002, the Company was notified that the NASDAQ Listing Qualifications Panel had determined that the Company had failed to comply with the $1.00 minimum closing bid price and the minimum stockholders' equity or the market value of publicly held shares requirements for continued listing and determined to delist the Company's securities from the NASDAQ National Stock Market effective with the open of business on August 21, 2002 and listed on the NASDAQ Bulletin Board. Effective February 17, 2003, the Company's securities currently trade on the Pink Sheets under the symbol "VETXE". On August 30, 2002, Vertex formed XeQute Solutions, Inc. ("XeQute"), a Delaware corporation and a wholly-owned subsidiary. XeQute purchased most of the operating assets and assumed certain liabilities of both Vertex and its principal North American subsidiaries and became the principal operating entity of the group effective October 1, 2002 (See Note 19). These assets comprise substantially all of the enterprise software businesses of Vertex. F-10 Going Concern Based upon our substantial working capital deficiency ($27.4 million at September 30, 2002), our current rate of cash consumption, the uncertainty of liquidity-related initiatives described in detail below, and the reasonable possibility of on-going negative impacts on our operations from the overall economic environment for a further unknown period of time, there is substantial doubt as to our ability to continue as a going concern. The successful implementation of our business plan has required, and will require on a going forward basis, substantial funds to finance (i) continuing operations, (ii) further development of our enterprise software technologies, (iii) expected future operating losses, (iv) settlement of existing liabilities including past due payroll obligations to its employees, officers and directors, and (v) possible selective acquisitions to achieve the scale we believe will be necessary to remain competitive in the global SCM industry. There can be no assurance that we will be successful in raising the necessary funds. Fiscal 2002: In fiscal 2002, the overall decline in the enterprise applications software and telecommunications industries, continued to have a substantial negative impact on our results of operations. These factors, in combination with our continuing negative operating cash flows, placed significant pressures on our financial condition and liquidity and negatively impacted our operations. Operating activities resulted in cash consumption of $8.5 million in 2002. During fiscal 2002 we raised approximately $9.8 million (net of cash transaction costs) through the issuance of: (1) Series "B" Convertible Preferred Stock to Pitney Bowes valued at $1 million; (2) $3 million in notes payable convertible into Series "C" Convertible Preferred Stock to Midmark Capital II, LP; (3) $3.6 million of demand notes payable from Pitney Bowes and Midmark Capital II L.P. and (4) $2.4 million in a senior credit facility collateralized by North American accounts receivable. During the same period, we sold various businesses and assets (See Note 2) resulting in net cash of $1.2 million and we paid various debt obligations ($3.8 million). At September 30, 2002, the above activities resulted in a net cash balance of $74,000 (a decrease of $1.3 million) and a negative working capital balance of $27.4 million. Outlook: In light of current economic conditions and the general expectation that there will be no significant upswing in the economy or technology capital expenditures for the foreseeable future, we do not now anticipate reaching the point at which we generate cash in excess of our operating expenses until December 2003 at the earliest, about which there can be no assurance. To the extent we cannot settle existing obligations in stock or defer our obligations until we generate sufficient operating cash, we will require significant additional funds to meet accrued non-operating obligations, working capital to fund operating losses, short term debt and related interest, capital expenditures, expenses related to cost-reduction initiatives, and potential liabilities related to litigation claims and judgments (See Note 16 to Consolidated Financial Statements). Our sources of ongoing liquidity include the cash flows of our operations, potential new credit facilities, and potential additional equity investments. Consequently, Vertex continues to aggressively pursue additional debt and equity financing, restructure certain existing debt obligations, reduce its operating expenses, and is structuring its overall operations and resources around high margin enterprise products and services. However, in order to remain in business, the Company must raise additional cash in a timely fashion. F-11 Subsequent to September 30, 2002 the following initiatives have been completed or are in process to raise the required funds, settle liabilities and/or reduce expenses: (i) In December 2002, Vertex, through XeQute, closed a $500,000 Bridge Loan arranged by Charles Street Securities, Inc. (CSS) from MidMark Capital and Aryeh Trust. The Bridge Loan is to be repaid with proceeds from a proposed Private Placement funding (see iii below). The Bridge Loan was for a term of 180 days, which matured on June 9, 2003, at which time it converted to a term loan payable in 24 monthly installments. The first monthly installment was due July 1, 2003 and has not been paid. The Bridge Loan is secured by a first security interest in all of the assets of XeQute and carries an interest rate of 3% per month. XeQute received an additional $480,000 from MidMark under a Convertible Loan Note. The Convertible Loan Note will automatically convert into Non-Voting Shares of XeQute Solutions PLC when a minimum subscription of $480,000 of the Private Placement is reached. In addition, as of June 30, 2003, Vertex and XeQute have borrowed a further $893,000 from MidMark Capital II, L.P. pursuant to a series of demand notes, of which $425,000 was restricted for usage on XeQute obligations. These notes are payable on demand, bear interest at 10% per annum and are secured by the same collateral in which the Company previously granted a security interest to MidMark under its convertible notes payable. Vertex also executed a Grid Note which provides for up to $1 million of availability from MidMark Capital, L.P. This note will be funded by the proceeds, if any, from the sale of any shares of Vertex Common Stock held by MidMark Capital. This note is payable on demand but in any event no later than December 31, 2003, carries interest at the rate of 10% per annum and is secured by the same collateral in which the Company previously granted a security interest to MidMark under its convertible notes payable. In consideration of MidMark providing this facility, the Company agreed to issue warrants to purchase a number of unregistered shares equal to 120% of the number of tradeable shares sold by MidMark to fund such note, at a purchase price per share equal to 80% of the price per share realized in the sale of shares to fund the Grid Note. As of June 30, 2003, the Company had borrowed $77,000 under this arrangement. (ii) The Company has completed the sale of certain entities and assets (See Note 2 - Disposals). After being unsuccessful in attempting to sell its five remaining European operations (Vertex UK-previously PSS, Vertex Service and Maintenance Italy - previously SIS, Vertex Italy, Euronet and Vertex France-previously ICS France) and based on the continuing cash drain from these operations the respective boards of directors determined that in the best interest of their shareholders that they would seek the protection of the respective courts in each country, which have agreed to an orderly liquidation of these companies for the benefit of their respective creditors. Upon legal resolution of the $7.3 million of net liabilities of these remaining European entities, we expect to recognize a non- cash gain (and no significant cash outlay), however the amount and timing of such gain and cash outlay is totally dependent upon the decisions to be issued by the respective court appointed liquidators. F-12 (iii) We are aggressively pursuing additional capital raising initiatives in particular through the formation of XeQute Solutions PLC, a wholly owned subsidiary of Vertex and parent company of XeQute, into which we have an agreement with CSS to raise, in conjunction with MidMark Capital, approximately $3.8 million of new equity. This transaction is currently on hold pending completion and filing of this Annual Report on Form 10-K and an interim audit of XeQute Solutions, Plc. for the nine months ended June 30, 2003. We have also conducted extensive negotiations with various sources to invest up to an additional $8 million of new equity or convertible debt into Vertex, contingent among other things, upon the completion of the new financing into XeQute. (iv) We have continued to reduce headcount (to approximately 40 employees in our continuing North American business at June 30, 2003, of whom 14 are currently furloughed until additional funds are raised), consolidate facilities, and generally reduce costs. (v) Effective July 31, 2003, the Company completed the sale of 10,000,000 shares of its common stock, which had a fair market value at that time of approximately $500,000, to American Marketing Complex, Inc. (AMC). Payment for this purchase was in the form of cash equivalent trade credits with a face value of $4,000,000, which the Company can utilize for the purchase of merchandise and services. The face value is not necessarily indicative of the ultimate fair value or settlement value of the cash equivalent trade credits. Any trade credits not utilized by June 30, 2008 shall expire, unless the Company exercises an option to extend the agreement for one year. In addition, the Company agreed to loan AMC $150,000 of which $10,000 was delivered at closing; $40,000 will be delivered by August 15, 2003; $50,000 will be delivered by Septemer 10, 2003 and $50,000 will be delivered by October 10, 2003. This loan will be repaid exclusively from funds received from the sale of the 10,000,000 shares. The Company is required to register these shares within six months of the closing. (vi) We are seeking to settle certain of our current liabilities through non-cash transactions. Vertex is negotiating with vendors to settle balances at substantial discounts, including through the use of the cash equivalent trade credits set forth in (v) above. In addition, we are negotiating to settle certain notes payable and approximately $4 million of litigation accruals at a discount or with the issuance of shares of either Vertex or XeQute. While we are continuing our efforts to reduce costs, gain scale, resolve lawsuits on favorable terms and settle certain liabilities on a non-cash basis there is no assurance that we will achieve these objectives. In addition, we continue to pursue strategic business combinations and opportunities to raise both debt and equity financing. However, there can be no assurance that we will be able to raise additional financing in the timeframe necessary to meet our immediate cash needs, or if such financing is available, whether the terms or conditions would be acceptable to us. The financial statements have been prepared on a basis that contemplates Vertex's continuation as a going concern and the realization of assets and liquidation of liabilities in the ordinary course of business. The financial statements do not include any adjustments, with the exception of the provision to reduce the carrying values of the assets of the subsidiaries in liquidation to their estimated net realizable value (See Note 2), relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. If Vertex fails to raise capital when needed, the lack of capital will have a material adverse effect on Vertex's business, operating results, and financial condition. F-13 2. ACQUISITIONS AND DISPOSALS Acquisitions Pooling of Interests Method In June 2000, the Company completed a merger with Positive Developments, Inc. ("PDI"), a designer of software solutions for supply chain applications, by exchanging 400,000 shares of its common stock (40,000 of which were held in escrow, until released in July 2001) for all of the common stock of PDI. Also in June 2000, the Company completed a merger with Communication Services International, Incorporated ("CSI"), a designer and installer of wireless communications and cabling networks, by exchanging 1,317,647 shares of its common stock (50,000 of which were held in escrow, pending resolution of any claims) for all of the common stock of CSI. During the quarter ended June 30, 2001, the Company filed a claim against the sellers for shares held in escrow. The claim was settled in the fourth quarter, resulting in 30,055 shares being returned to the Company treasury. Prior to these mergers, PDI's fiscal year ended on December 31, and CSI's fiscal year ended on February 28. In recording the business combinations, PDI's and CSI's prior period financial statements have been restated to a year ended September 30, to conform to Vertex's fiscal year end. These mergers constituted tax-free reorganizations and have been accounted for as pooling of interests under Accounting Principles Board Opinion No. 16 "Business Combinations". The Company's financial statements were previously restated to include the results of PDI and CSI for all periods presented. There were no transactions between Vertex and PDI or CSI prior to the respective combinations. The revenues and net income (loss) for Vertex, the pooled entities and the combined amounts presented in the consolidated financial statements for the periods prior to consummation of the mergers, follow: Nine Months Ended June 30, 2000 -------------- Revenues Vertex $28,214,342 Pooled Entities 4,620,103 ----------- Combined $32,834,445 =========== Net Income (loss) Vertex $ (993,661) Pooled Entities 162,943 ----------- Combined $ (830,718) =========== F-14 Purchase Method On September 27, 1999, the Company acquired all of the stock of Portable Software Solutions Limited ("PSS"), Portable Software Solutions (Maintenance) Limited ("Maintenance") and Trend Investments Limited ("Trend", and together with PSS and Maintenance, the "PSS Group"). The PSS Group was a provider of handheld terminal solutions to mobile workers in the U.K., primarily in the door to-door insurance and dairy industries. The total purchase price was approximately $10.1 million, including approximately $5.9 million in cash, two notes payable of approximately $800,000 each and 1,591,984 common shares. The shareholders of the PSS Group were entitled to additional incentive payments based upon target average annual pre tax profits of the PSS Group for the two years ending December 31, 1999 and 2000. No incentive payments were earned based on the PSS Group profits. On September 22, 1999, the Company acquired all of the outstanding capital stock of ICS International AG ("ICS"), a provider in Germany of integrated high-end wireless data capture solutions to industrial users and one of the few multi- national European providers of such solutions. The total consideration paid to ICS was $5,161,700 of which $3,570,000 was paid in cash at the closing and the balance was in the form of three notes payable of $531,000 each. In addition, the Company purchased ICS's headquarters building located in Neu Anspach near Frankfurt, Germany for $1,593,000 of which $372,000 was paid in cash and the remainder was financed through mortgages, the principal amounts of which were $1,221,000. Effective March 1, 2000, the Company acquired all of the outstanding capital stock of Data Control Systems ("DCS"), a provider of "light-directed" warehouse management systems located in New Jersey. The Company paid the shareholders $14,250,000 in cash. The purchase price was also subject to a working capital adjustment, which amounted to an additional $120,000 paid to the shareholders. Effective April 1, 2000, the Company acquired all of the outstanding common stock of Auto-ID, Inc. ("Auto-ID"), a reseller of bar coding equipment. As consideration, the Company issued 100,000 shares of its common stock, which at the date of the transaction had a fair market value of $6 per share. Effective June 30, 2000, the Company acquired all of the outstanding common stock of Societe Italiana Servizi Italservice S.r.l. ("SIS"), a provider of after-market computer maintenance and software support services. Total consideration paid was $1,750,000 and was subject to an additional incentive payment based upon targeted profits for the fiscal year ended December 31, 2000, up to a maximum of $270,000. No incentive payments were earned based on the SIS profits. Effective September 30, 2000, the Company acquired all of the outstanding common stock of Renaissance Software Inc. ("RSI"), a developer of supply chain and warehouse management systems. As consideration, Vertex issued 3,571,144 shares of common stock (263,000 of which are held in escrow), which at the date of the transaction had a fair market value of $13.42 per share. In addition, Vertex reserved 535,644 shares for issuance upon exercise of RSI stock options. The vested portion of these options (included in the total consideration paid for RSI) was estimated to have a total fair market value of $6,217,000. The Company engaged an independent valuation firm to assist in the identification and determination of the fair market value of the acquired RSI intangible assets. A portion of the RSI purchase price was identified, using proven valuation procedures and techniques, as in-process Research and Development (R&D) projects. The revenue projections used to value the in-process R&D were based on estimates of relevant market sizes and growth factors, expected trends in technology and the nature and expected timing of new product introductions by us and our competitors. At the date of the acquisition, the products under development had not reached technological feasibility and had no alternative future use. Accordingly, $7,500,000 was expensed as in-process R&D in fiscal 2000. The value assigned to in-process R&D was comprised of various research and development projects. These projects included the introduction of new technologies as well as revisions or enhancements to certain existing technologies, and were expected to begin generating net cash inflows in fiscal 2001. There was risk associated with the completion of the projects, and there was no assurance that each would attain either technological feasibility or commercial success. F-15 In October 2000 the Company purchased the assets and business of three former European service and maintenance divisions of Genicom International (collectively referred to as "ESSC") for approximately $2 million in cash at closing and a deferred cash payment of $500,000 due on September 1, 2001. The Company paid $125,000 in December 2001, however the $375,000 balance has not been paid and is included in Notes Payable. At September 30, 2002, 5,357,143 shares of Vertex common stock collateralize the remaining $375,000 obligation. In December 2000, the Company completed a merger with Applied Tactical Systems, Inc. ("ATS"), a provider of connectivity software for SAP installations worldwide, by exchanging 3,000,000 shares of its common stock (210,000 of which are held in escrow, to be released upon the first issuance of the combined companies audited financial statements) for all of the common stock of ATS. Such shares had a fair market value of approximately $8.30 per share at the date of the transaction. In addition, Vertex reserved 153,600 shares for issuance upon exercise of ATS stock options. The vested portion of these options (included in the total consideration paid for ATS) was estimated to have a fair market value of approximately $620,000. (See Note 16 - Settled Litigation) In February 2001, the Company purchased from Pitney Bowes its Transportation Management Software and certain engineering assets (the Transcape Division, or "Transcape"). Consideration for Transcape was 1,356,852 shares of the Company's Series A preferred stock, which on the date of acquisition, was estimated to have a fair market value of approximately $10.4 million. A portion of the Transcape purchase price was identified, using proven valuation procedures and techniques, as in-process Research and Development (R&D) projects. The revenue projections used to value the in-process R&D were based on estimates of relevant market sizes and growth factors, expected trends in technology and the nature and expected timing of new product introductions by us and our competitors. At the date of the acquisition, the product under development had not reached technological feasibility and had no alternative future use. Accordingly, $3,600,000 was expensed as in-process R&D in fiscal 2001. The value assigned to in-process R&D was comprised of one research and development project that would introduce new web-enabling technologies, and was expected to begin generating net cash inflows in fiscal 2002. There was risk associated with the completion of the project, and there was no assurance that it would attain either technological feasibility or commercial success. Also in February 2001, the Company acquired all of the capital stock of Binas Beheer B.V. ("Binas"). The total purchase price was $570,000, paid for with approximately $300,000 in cash and by the issuance to the Binas shareholders of 42,686 shares of our common stock, which at the date of the transaction had a fair market value of $6.34 per share. In September 2001, the Company acquired all of the outstanding stock of DynaSys, a software developer of advance supply chain planning and scheduling applications. Total consideration paid was $565,000, which included 134,979 shares of Vertex common stock, which had an estimated fair market value of $217,000 on the date of acquisition. In October 2001, the Company acquired Euronet Consulting S.r.l. ("Euronet"), an Italian software applications consulting firm. The value of the transaction was approximately $940,000. The Company acquired all of the outstanding shares of Euronet for 684,620 shares of Vertex common stock, which at the date of acquisition had a fair market value of approximately $625,000, and additional shares of common stock issued later in the year: approximately 232,000 shares with an estimated fair market value of $.44 per share in February 2002 and approximately 760,000 shares with a fair market value of $.27 per share in April 2002. F-16 The accompanying consolidated financial statements assume the PSS and ICS acquisitions closed effective September 30, 1999, the DCS acquisition closed effective March 1, 2000, the Auto-ID acquisition closed on April 1, 2000, the SIS acquisition closed effective June 30, 2000, the RSI acquisition closed effective September 30, 2000, the ESSC acquisition closed effective October 31, 2000, the ATS acquisition closed effective December 30, 2000, the Transcape acquisition closed effective February 7, 2001, the Binas acquisition closed effective February 1, 2001, the DynaSys acquisition closed effective September 30, 2001 and the Euronet acquisition closed effective October 1, 2001. The Company has accounted for these acquisitions using the purchase method of accounting in accordance with APB No. 16 (and SFAS 141 for DynaSys and Euronet) and accordingly, the financial statements include the results of operations from October 1, 1999 for PSS and ICS, March 1, 2000 for DCS, April 1, 2000 for Auto- ID, July 1, 2000 for SIS, October 1, 2000 for RSI, November 1, 2000 for ESSC, January 1, 2001 for ATS, February 8, 2001 for Transcape, February 1, 2001 for Binas, and October 1, 2001 for DynaSys and Euronet. An allocation of the purchase price for DCS, Auto-ID, SIS, RSI, ESSC, ATS, Transcape, Binas, DynaSys and Euronet has been made to the assets and liabilities acquired as of March 1, April 1, June 30, September 30, October 31, December 31, 2000, February 7, 2001, September 30, 2001, and October 1, 2001 respectively, based on their estimated fair market values. During the quarter ended June 30, 2001, the Company completed an analysis of the fair market value of the net assets acquired in two purchase method acquisitions completed in fiscal 2000. As a result, the Company increased the goodwill associated with the purchases of Renaissance Software Inc. by approximately $1.8 million and Societe Italiana Servizi Italservice (SIS) by approximately $700,000, respectively. These adjustments are not reflected in the schedule below. The table below represents the allocation of the purchase price for acquisitions completed in each of the respective years: September 30, --------------------------------- 2002 2001 ------------ ---------- C> Accounts Receivable $ 294,148 $1,928,403 Inventories - 1,135,853 Other assets 61,771 1,381,507 Intangible assets (including in-process R&D of $3,600,000 in 2001) 1,078,007 41,474,337 Short-term debt - (468,308) Deferred revenue and customer advances - (1,911,491) Other liabilities (494,878) (3,123,080) ------------- ----------- Total consideration paid, less cash acquired 939,048 40,417,221 Less stock issued to sellers 939,048 36,923,444 ------------- ----------- Net cash paid $ 0 $3,493,777 ============= =========== F-17 The following table presents unaudited pro forma results of operations of the Company as if the above described purchase method acquisitions had occurred at October 1, 2000: Year Ended September 30, ------------------------ 2001 ------------------------ Revenues $66,175,127 Net loss (124,375,957) Net loss per share (3.90) The unaudited pro forma results of operations are not necessarily indicative of what the actual results of operations of the Company would have been had the acquisitions occurred at the beginning of fiscal 2001, nor do they purport to be indicative of the future results of operations of the Company. The pro forma amounts reflect the following: - The estimated amortization of the excess of the purchase price over the fair value of net assets acquired for the year ended September 30, 2001 for acquisitions closed prior to September 30, 2001 and accounted for in accordance with APB 16, which amounted to approximately $15.5 million. - The approximate number of shares issued to complete the acquisitions. The estimated purchase price for each acquisition may be subject to certain purchase price adjustments. During the quarter ended June 30, 2001, the Company filed a claim against the sellers for all of the 263,000 shares held in escrow for one of the acquisitions completed in fiscal 2000. The claim has not yet been settled and thus the full amount of shares held in escrow remains outstanding and no accounting adjustments have been made. Abandoned Merger During the quarter ended March 31, 2002, the Company terminated a proposed transaction with Plus Integration Supply Chain Solutions, BV, ("Plus") a private supply chain management software and solutions provider headquartered in Haarlem, the Netherlands, and charged to other expense approximately $960,000 of previously deferred acquisition costs (primarily legal, accounting and other professional service fees) incurred with respect to the proposed transaction. Sales or Divestitures of Non-Core Businesses The Company developed and initiated a plan in the quarter ended June 30, 2002 that would result in the sale or divestiture of assets or closings of businesses that are not part of the Company's current strategic plan or have not achieved an acceptable level of operating results or cash flows. In connection with this plan, the Company has completed the sale of certain businesses and assets (see Disposals). After being unsuccessful in attempting to sell its five remaining European operations (Vertex UK-previously PSS, Vertex Service and Maintenance Italy - previously SIS, Vertex Italy, Euronet and Vertex France - previously ICS France) and based on the continuing cash drain from these operations, the respective boards of directors determined that in the best interest of their shareholders that they would seek the protection of the respective courts in each country, which have agreed to an orderly liquidation of these companies for the benefit of their respective creditors. Accordingly, the net assets and liabilities of these businesses are classified as Liabilities Associated with Subsidiaries in Liquidation in the accompanying September 30, 2002 balance sheet. While the Company expects the liquidation process to take from 9 to 18 months, significant variations may occur based on the complexity of the entity and requirements of the respective country In addition, following the termination of an agreement in principle to sell our North American wireless and cable installation division, we closed down this operation in July 2002. The revenues for all of these non-core businesses (sold and liquidated) were approximately $24 million in 2002. F-18 A net loss of approximately $4.4 million was included in "Loss on Sale or Liquidation of Non-core Assets" in 2002. Such amount included a provision to reduce the carrying values of the net assets, including any remaining goodwill, to their estimated net realizable values and to record estimated transaction and closing costs of this plan. Retained liabilities are generally carried at their contractual or historical amounts. The ultimate amounts required to settle these retained liabilities will differ from estimates, based on contractual negotiations, and the outcome of certain legal actions and liquidation proceedings. The following is a summary of net assets and retained liabilities as of September 30, 2002: Cash $ 307,398 Receivables, net 1,124,228 Inventories, net 515,258 Accounts payable (2,604,276) Accrued liabilities (4,376,327) Deferred revenue (1,006,001) Loans payable - banks (908,810) Other liabilities (315,164) ----------- Net liabilities associated with subsidiaries in liquidation $(7,263,694) =========== The results of these businesses' operations for the year ended September 30, 2002 are not segregated from other businesses in the accompanying statements of operations as they are not considered distinct segments or discontinued operations. DISPOSALS During the years ended September 30, 2002, 2001 and 2000, the Company completed the sale of the following product lines and business units: 2002: 1) In April 2002 the Company sold the source code, documentation and all related rights to the TMS product line to Pitney Bowes in exchange for $1.65 million, which included the cancellation of the $1.0 million Pitney Bowes promissory note and related accrued interest (See Note 10). In connection with this sale, Vertex eliminated 34 positions. 2) In May 2002 the Company sold a portion of its mobile computing solutions business in Ireland in exchange for approximately $0.2 million of cash and the assumption of approximately $0.2 million of liabilities. 3) In June 2002 the Company sold the source code, documentation and all related rights to the NetWeave software product line to a company established by former employees of the Company. The proceeds included approximately $0.5 million in cash and the assumption of approximately $0.4 million of deferred revenue liabilities. 4) In July 2002, the Company sold the German point solutions business to Partas AG, which is owned by one of the Company's Directors, and a related entity, in consideration for approximately $0.4 million, including the cancellation of the Partas note payable (See Note 9) and related accrued interest. F-19 5) In August 2002, the Company sold DynaSys S.A., its French based advanced planning software business to MidMark Capital in consideration for $6.0 million, including the cancellation of $5.9 million of convertible notes payable and $0.1 million of related accrued interest (See Note 9). As part of this transaction, Vertex retained the right to repurchase, on February 9, 2003, 20% of the shares of DynaSys held by MidMark at the original purchase price of $1.2 million paid by MidMark. The purchase price for such shares could be paid for in newly issued 10% senior secured notes or cash, at Vertex's option. This right of repurchase was subject to among other things, an initial public offering of DynaSys common stock in the six months following the closing and that the total market capitalization of DynaSys shall be not less than $9 million at the time of repurchase. Such offering did not occur and the right to repurchase has expired. 6) During July and August, 2002, the Company also completed the sale of three additional components of its European business: (a) the UK hardware maintenance business; (b) the Benelux point solutions and hardware maintenance businesses; and (c) the French hardware maintenance business for a total consideration of approximately $0.3 million. The aggregate net gain of approximately $1.2 million on these transactions is included in the Loss on Sale or Liquidation of Non-core Assets component of other income (expense). 2000: On June 30, 2000, the Company sold all of its tangible and intangible assets related to its weighing product line. As consideration, the Company received $255,000 in cash, and the right to earn a percentage of the buyer's gross sales of the weighing product line over the next three years. Included in the sale were inventory, furniture and equipment, a customer base, trade names, and patents. The book value of the assets sold was approximately $230,000, and accordingly, the Company recorded a gain on the sale of $25,000. The percentage of the buyer's sales that can be earned by the Company will range from 0% to 18% based on the buyer's annual sales volumes of weighing products. For the year ended September 30, 2000, the revenue from weighing products represented less than 2% of consolidated revenues. In September 2000, the Company sold the Printscan (PSD) subsidiary of ICS in Germany. The Company received approximately $600,000 in cash for the stock of PSD. In connection with the sale, the Company wrote off related unamortized goodwill of approximately $634,000. As a result of this transaction, the Company recognized a net loss of approximately $195,000, which is included in other income (expense). For the year ended September 30, 2000, the revenue from PSD represented less than 6 % of consolidated revenues. F-20 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant estimates are those used by management to measure liabilities associated with subsidiaries in liquidation, litigation accruals and valuation of intangible assets. Actual results could differ from those estimates. Revenue Recognition Equipment Sales: Revenue related to sales of equipment is recognized when the products are delivered, title has passed, the collection of the related receivable is deemed probable by management and no obligations remain. Software License Sales: Revenue related to software license sales is recorded at the time of shipment provided that (i.) no significant vendor obligations remain outstanding at the time of sale; (ii.) the collection of the related receivable is deemed probable by management; and (iii.) vendor specific objective evidence (V.S.O.E.) of fair value exists for all significant elements, including postcontract customer support (PCS) in multiple element arrangements. Where the services relate to arrangements requiring significant production, modification or customization of software, and the service element does not meet the criteria for separate accounting, the entire arrangement, including the software element, is accounted for in conformity with either the percentage-of- completion or completed contract accounting method. Percentage-of-completion generally uses input measures, primarily labor costs, where such measures indicate progress to date and provide a basis to estimate completion. Professional Services: The Company provides consulting and other services on a per-diem billing basis and recognizes such revenues as the services are performed. Support and Service: The Company accounts for revenue related to service contracts and postcontract customer support over the life of the arrangements, usually twelve months, pursuant to the service and/or licensing agreement between the customers and the Company. Deferred Revenue Deferred revenue represents the unearned portion of revenue related to PCS and other service arrangements not yet completed and revenue related to multiple element arrangements that could not be unbundled pursuant to SOP 97-2 or, in the case of projects accounted for using percentage of completion or completed contract accounting in accordance with SOP 81-1. F-21 Inventories Inventories are valued at the lower of cost (first-in, first-out basis) or market. Property and Equipment All items of property and equipment, including amounts recorded under capital leases, are stated at cost. It is the general policy of the Company to depreciate property and equipment under the straight-line method over their estimated useful lives. Leasehold improvements are amortized over the lesser of the useful life of the improvements or the remaining term of the lease. The estimated useful lives of depreciable assets are as follows Category Years ---------- ------ Buildings 20-25 Office furniture and equipment 3-10 Computer equipment 3-7 Other 3-10 Intangible Assets Intangible assets consist primarily of the excess of cost over the value of identifiable net assets of businesses acquired and until September 30, 2001 were amortized on a straight-line basis over their estimated useful lives which ranged from 5 to 25 years. Effective October 1, 2001, the Company follows Statement of Financial Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets". This statement provides that goodwill and intangible assets with indefinite lives are no longer amortized, but are subject to impairment evaluations using a fair value test. The Company follows the accounting guidance in SFAS No. 121 for its other intangible assets that are subject to amortization. The Company's policy is to evaluate its intangible assets based on an evaluation of such factors as the occurrence of a significant adverse event or change in the environment in which the business operates or if the fair value, based on expected future net cash flows (undiscounted and without interest) or other fair value criteria, would become less than the carrying amount of the asset. An impairment loss would be recorded in the period such determination is made based on the fair value of the related businesses. As a result of its evaluations, the Company wrote off approximately $19 million and $78 million of intangible assets in 2002 and 2001, respectively (See Note 4). Net Income (Loss) Per Share of Common Stock Basic net income (loss) per common share is calculated by dividing net income (loss), by the weighted average common shares outstanding during the period. Diluted net income per common share is computed similar to that of basic net income per common share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares, principally stock options and convertible securities, were issued during the reporting period. For periods in which a net loss occurs, such additional shares would not be included, as their effect would be anti-dilutive. Cash Equivalents The Company considers all investments with an original maturity period within three months to be cash equivalents. F-22 Long-Lived Assets The Company reviews its long-lived assets and certain related intangibles for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. Comprehensive Income (Loss) Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by shareholders and distribution to shareholders and is reported in the Statement of Changes in Stockholders' Equity (Deficit). Included in the Company's comprehensive income (loss) are net income (loss), unrealized gains (losses) on investments and foreign exchange translation adjustments. Stock Based Compensation The Financial Accounting Standards Board (FASB) issued SFAS No. 123, "Accounting for Stock-Based Compensation" (SFAS 123). SFAS 123 requires that an entity account for employee stock compensation under a fair value based method. However, SFAS 123 also allows an entity to continue to measure compensation cost for employee stock-based compensation arrangements using the intrinsic value based method of accounting prescribed by APB Opinion No. 25, "Accounting for Stock Issued to Employees" (Opinion 25). Entities electing to remain with the accounting under Opinion 25 are required to make pro forma disclosures of net income and earnings per share as if the fair value based method of accounting under SFAS 123 has been applied. The Company has elected to continue to account for employee stock-based compensation under Opinion 25 and has made the required disclosures under SFAS 123 (see Note 13). The Company accounts for equity instruments issued to non-employees in accordance with the provisions of SFAS 123 and related Emerging Issues Task Force interpretations, which generally require that such equity instruments are recorded at their fair value on the measurement date. Concentration of Credit Risk The Company's financial instruments that are exposed to concentration of credit risks consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents in bank accounts that, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to significant credit risk on cash and cash equivalents. Concentration of credit risks with respect to accounts receivable are limited because of the credit worthiness of the Company's major customers. Fair Value of Financial Instruments The Company's financial instruments, including cash and cash equivalents and accounts receivable, are carried at cost, less an allowance for doubtful accounts The carrying values of these assets approximate their fair values. Due to the current financial condition of the Company, management believes that the fair values of its accounts payable, short term debt and liabilities associated with companies in liquidation are less than the carrying values (cost). However such amounts cannot be reasonably estimated at this time. Investment Securities The Company classified its investment securities as available for sale. Such securities were measured at fair value in the financial statements based on quoted market prices with unrealized gains and losses included in stockholders' equity. F-23 Foreign Currency Translation Assets and liabilities of the Company's foreign affiliates are translated at current exchange rates, while revenue and expenses are translated at average rates prevailing during the respective period. Translation adjustments are reported as a component of comprehensive income (loss) in stockholders' equity (deficit). Advertising Costs Advertising costs are expensed as incurred. Advertising expense was approximately $400,000 and $1,868,000 in fiscal 2002 and 2001, respectively. Advertising expense in fiscal 2000 was not material. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. New Accounting Pronouncements In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 142 provides that separable intangible assets that have finite lives will continue to be amortized over their useful lives and that goodwill and indefinite-lived intangible assets will no longer be amortized but will be reviewed for impairment annually, or more frequently if impairment indicators arise. Under the provisions of SFAS 142, any impairment loss identified upon adoption of this standard is recognized as a cumulative effect of a change in accounting principle. Any impairment loss recognized subsequent to initial adoption of SFAS 142 will be recorded as a charge to current period earnings. We elected to early adopt the provisions of SFAS 142, including the provisions for nonamortization of intangible assets, as of October 1, 2001. As a result of our analysis of the fair market value of intangible assets at September 30, 2001 and the resulting charge for impairment recorded at that time, the transitional goodwill impairment provisions of SFAS 142, did not have a significant impact on our consolidated financial statements. In November 2002, the Emerging Issues Task Force (EITF) of the FASB reached a consensus on Issue No. 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables." This issue provides guidance on when and how to separate elements of an arrangement that may involve the delivery or performance of multiple products, services and rights to use assets into separate units of accounting. The guidance in the consensus is effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The Company will adopt Issue No. 00-21 in the quarter beginning July 1, 2003. The transition provision allows either prospective application or a cumulative effect adjustment upon adoption. The Company is currently evaluating the impact of adopting this guidance, but does not believe it will have a material effect on its results of operations. F-24 4. INTANGIBLE ASSETS Intangible assets consist of the following: Subject to Amortization Additions/ Estimated September 30, Amortization September 30, Life 2001 Expense Disposals 2002 --------- ----------- ------------ --------- ------------ Gross Cost Covenant Not To Compete 2 yrs $ 300,000 - ($300,000)(1) $ - Technology 5 yrs 2,800,000 - (2,800,000)(2) - Capitalized Software 3 yrs 444,980 - (97,711)(3) 347,269 Software License 5 yrs 1,028,890 - (1,028,890)(3) - ------------- ------------ ---------- 4,573,870 - (4,226,601) 347,269 Accumulated Amortization Covenant Not To Compete 237,500 $ 62,500 (300,000)(1) - Technology 466,664 349,998 (816,662)(2) - Capitalized Software 24,426 132,040 (40,710)(3) 115,756 Software License 222,924 154,332 (377,256)(3) - --------- ---------- ----------- --------- 951,514 698,870 (1,534,628) 115,756 Net Book Value Covenant Not To Compete 62,500 (62,500) - - Technology 2,333,336 (349,998) (1,983,338)(2) - Capitalized Software 420,554 (132,040) (57,001)(3) 231,513 Software License 805,966 (154,332) (651,634)(3) - --------- --------- ------------ ------- $ 3,622,356 ($ 698,870) ($2,691,973) $ 231,513 =========== =========== ============= ======== (1) The Covenant Not To Compete became fully amortized in February of 2002. (2) The Technology intangible asset was sold in April 2002. (3) The software license and certain capitalized software was sold in June 2002. F-25 Not Subject to Amortization September 30, Additions/ September 30, 2001 Foreign Exchange Reductions 2002 -------------- ----------------- ------------- --------------- Cost Goodwill $ 27,487,656 $1,571,266(5) ($29,058,922)(4)(6)(7) - Acquired Workforce 600,000 - (600,000)(4) - ------------- ------------- ------------- ------------- 28,087,656 1,571,266 (29,658,922) - Accumulated Amortization Goodwill 2,859,871 (2,859,871)(4)(7) - Acquired Workforce 80,000 (80,000)(4) - ------------- ------------- ------------- 2,939,871 (2,939,871) - Carrying Value Goodwill 24,627,785 1,571,266(5) (26,199,051)(4)(6)(7) - Acquired Workforce 520,000 - (520,000)(4) - ------------ ---------- ------------- ------------- $ 25,147,785 $1,571,266 ($24,719,051) $ - ============ ========== ============= ============= (4) Goodwill of approximately $3.0 million and Acquired Workforce related to the Transcape acquisition were written off in connection with its sale in April 2002 (See Note 2). (5) The additions to goodwill during the year ended September 30, 2002 relate primarily to the acquisition of Euronet (See Note 2), as well as foreign exchange translation adjustments on European goodwill. (6) Goodwill reductions of approximately $4.2 million relate to European assets sold or written off in connection with subsidiaries placed into liquidation (See Note 2). (7) Goodwill of approximately $19 million was written off as a result of the Company's annual SFAS No. 142 impairment analysis performed at September 30, 2002. F-26 The following table reflects the pro forma results of operations of the Company, giving effect to the provisions of SFAS 142 for the years ended September 30, 2002, 2001 and 2000: Years ended September 30, -------------------------------------------------------------------------------- 2002 2001 2000 --------------------------- ---------------------- ---------------------- Amount Per Share Amount Per Share Amount Per Share ------ --------- ------ --------- ------ --------- Net loss, as reported $(44,774,379) $ (1.26) $(122,952,102) $(3.95) $(9,412,424) $(.46) Add back amortization -- -- 12,375,086 .40 976,275 .05 Additional impairment of goodwill charge -- -- ( 12,055,512) (.39) -- -- -------------- ---------- -------------- -------- -------------- ------ $(44,774,379) $ (1.26) $(122,632,528) $(3.94) $(8,436,149) $(.41) ============== ========== ============== ======== ============== ====== Total aggregate amortization expense for each of the fiscal years ending 2003, 2004 and 2005 are estimated to be $100,000, $100,000 and $30,000, respectively. No amortization is currently anticipated beyond 2005. F-27 IMPAIRMENT CHARGES RELATED TO INTANGIBLE ASSETS 2002: As discussed in Note 3, the Company adopted SFAS 142 on October 1, 2001. The Company had just completed its assessment of the carrying values of its intangible assets at September 30, 2001 (see below) and recorded a $78.4 million write-down. Therefore there was no indication of further impairments on the Company's goodwill intangible at the time of adoption. However the Company is required to periodically assess the value of goodwill under the provisions of SFAS 142 at least annually. During 2002, the sharp downturn in capital spending in the Company's major markets continued to negatively impact our core businesses, resulting in substantially lower than expected revenues, additional operating losses and a concomitant shortfall in working capital. Significantly lower valuations for companies within our industry were commonplace and our stock price declined precipitously. At September 30, 2002, our market capitalization had dropped to approximately $2 million, while our net book value (pre goodwill write off) was negative $7 million. Based upon these indications, the belief that the decline in market conditions within our industry was significant and permanent, and the consideration of all other available evidence, the Company determined that an impairment of goodwill existed at September 30, 2002 and we recorded a $19 million write-down of the remaining goodwill. 2001: As of September 30, 2001, the Company performed an assessment of the carrying values of its intangible assets recorded in connection with all of its acquisitions. This assessment was initiated because of the significant negative economic trends impacting our current operations, lower expected future growth rates, a decline in our stock price, and significantly lower valuations for companies within our industry. Additionally, at the time of our analysis, the net book value of the Company's assets significantly exceeded its market capitalization. Market capitalization is the product of (i) the number of shares of common stock issued and outstanding and (ii) the closing market price of the common stock. At September 30, 2001, with approximately 35 million common shares issued and outstanding and a closing common stock price of $1.03 per share, our market capitalization approximated $36 million, as compared to our book value of approximately $92 million (prior to a write down). Based upon these indications, the belief that the decline in market conditions within our industry was significant and permanent, the consideration of all other available evidence, and, in particular, the methodology described below, the Company determined that the Fair Market Value of these assets was less than their carrying value. The Company's intangible assets are associated with specific identifiable acquisitions and their respective product lines. However, we now expect future cash flows from these acquisitions and products to be significantly less than our initial expectations. The fair value assessment of intangible assets was determined by discounting the Company's estimates of the expected future cash flows related to these assets when the non discounted cash flows indicated that the long-lived assets would not be recoverable. The rate used to discount our cash flow expectations was based on our risk adjusted estimated cost of capital. After considering all of the above, we recorded a $78.4 million write-down of the intangible assets, which was equal to the amount in excess of the estimated fair market value of the respective assets as of September 30, 2001. Also at September 30, 2001, the Company performed an assessment of the carrying values of its capitalized software costs. This assessment was initiated in light of new product developments and changes in marketing strategies that included the discontinuation of certain products. Total capitalized software written off in fiscal 2001 was approximately $621,000. F-28 5. INVENTORIES Inventories consist of the following: September 30, 2002 2001 --------- ----------- Raw materials $713,295 $1,796,980 Work in process 66,414 345,364 Finished goods and parts 161,648 2,922,870 -------- ---------- $941,357 $5,065,214 ======== ========== At September 30, 2002 inventories of the European operations in liquidation amounted to approximately $515,000 and are presented on the balance sheet in Liabilities Associated with Subsidiaries in Liquidation. 6. PROPERTY, EQUIPMENT AND CAPITAL LEASES September 30, 2002 2001 --------- ---------- Property and Equipment: Land $ - $313,611 Buildings - 1,762,668 Leasehold improvements - 336,953 Other equipment 123,484 641,634 Office furniture and equipment 728,568 1,797,785 Computer equipment 535,568 1,431,197 --------- --------- Total 1,387,620 6,283,848 Accumulated depreciation and amortization (1,200,546) (2,056,632) ----------- ---------- Net property and equipment 187,074 4,227,216 Capital Leases: Office equipment - 191,884 Computer equipment - 35,037 Automobiles - 123,247 ---------- ---------- Total - 350,168 Accumulated amortization - (213,465) ---------- ---------- Net capital leases - 136,703 ---------- ---------- Net property and equipment and capital leases $ 187,074 $4,363,919 =========== =========== Depreciation expense for 2002, 2001 and 2000 was $820,000, $1,220,000, and $530,000, respectively. F-29 7. BANK LINES OF CREDIT The Company had several foreign lines of credit, which allowed it to borrow in the applicable local currency. These lines of credit were concentrated in Germany, Italy and the United Kingdom. The Company's lines of credit generally were collateralized by the accounts receivable of the respective subsidiary. As of September 30, 2001 the Company had outstanding balances of approximately $1,800,000 on these foreign lines of credit. Amounts outstanding at September 30, 2002 are classified in "Liabilities Associated with Subsidiaries in Liquidation". None of these lines of credit are currently available as the subsidiaries have either been sold or placed in liquidation (See Note 2). 8. SENIOR CREDIT FACILITY In November 2001, the Company closed on a $2.0 million, 7% convertible note payable with Laurus Master Fund, Ltd (Laurus), collateralized by certain North American accounts receivable, with a maturity date of November 30, 2003. The Note was convertible into Vertex common shares, which the Company was required to register, at the lower of (i) $0.85 per share (2,352,941 shares) or (ii) 88% of the eight lowest closing prices during the thirty days prior to the conversion date. These conversion rates were subject to certain antidilution provisions. In February 2002, the Company and Laurus amended and restated the convertible note payable and entered into a Senior Credit Facility with a maximum borrowing availability of $2,405,000. The borrowings under this facility ($145,736 at September 30, 2002) are collateralized by all of the North American accounts receivable of the Company. In addition, such borrowings are collateralized by all of the tangible and intangible assets of the Company and its North American subsidiaries, subordinated to the security interests under certain Notes Payable of Midmark Capital and affiliates. Interest accrues on the outstanding balance at 1.67% per month and the Company pays a management fee equal to 1.5% of all purchased invoices under the Accounts Receivable Purchase Agreement. In the event the aggregate borrowings exceed the maximum borrowings available under the agreement, such overadvance shall be due and payable on demand and shall be evidenced by a Convertible Note Payable to Laurus. Interest will accrue at an annual rate of 7%. Laurus shall have the right to convert the principal amount and interest due under this note into shares of the Company's common stock. Subject to anti-dilution adjustments, the conversion price per share shall be the lower of (i) 92% of the closing price for the common stock on the day the overadvance is created or (ii) 88% of the average of the three lowest closing prices for the common stock for the thirty trading days prior to the conversion date. In connection with the original agreement, the Company also issued options to purchase 180,000 of the Company's Common Stock at $1.284 per share to the lender valued at $162,000 (See Note 13). Due to an imbedded beneficial conversion feature, the Company incurred a non-cash interest charge of approximately $1.2 million in November 2001, which included the value of the options. The cash transaction costs ($219,000) associated with the closing of these transactions, were included in Other Assets as deferred financing costs, and were to be amortized to interest expense over the three year life of the facility. However as a result of the agreement to terminate the facility (see Note 19), the remaining balance of the deferred financing costs was charged to expense in the fourth quarter. F-30 9. NOTES AND CONVERTIBLE NOTES PAYABLE - RELATED PARTIES Midmark Capital L.P. is a shareholder of the Company ( See Note 13 ) and certain Midmark Capital L.P. Managing Directors have served as directors of the Company. On June 19, 2001 and subsequently amended in November 2001 and again in January 2002, the Company issued in the aggregate $5,500,000 of convertible notes payable to Midmark Capital L.P., Midmark Capital II L.P., and certain individuals related to these two entities (collectively "Midmark Capital"). These notes were to automatically convert into shares of Vertex common stock on the day that the Company obtains the requisite shareholder approval for the issuance of shares to Midmark Capital. In the event that shareholder approval was not obtained by September 30, 2003, the principal amount plus any accrued interest (at prime rate) would become immediately due and payable. The notes were to convert, subject to future events, into (i) Vertex common stock at a future market price no higher than $1.31 per share or (ii) 5,500 shares of Series "C" Preferred Stock, which were convertible into 6,545,000 common shares at $0.84 per share. The Company was required to register the underlying common shares. In the event of a shareholder rejection, or prepayment prior to shareholder approval, the interest rate on the notes would have increased retroactively to 14%. In March 2002, the Company agreed to amend the $5.5 million of convertible notes payable issued in June 2001. The amendment removed both the requirement for shareholder approval and the automatic conversion feature, and set the maturity date for September 30, 2003. Concurrent with the amendment of these notes, Midmark Capital elected to convert approximately $782,000 of principal and $218,000 of accrued interest into 997 shares of Series "C" preferred stock. The amended convertible notes payable of $4,718,717 accrued interest at prime and were convertible into Series" "C" preferred shares at a conversion price of $1,000 per share. The Series "C" preferred shares in turn are convertible into Common Shares at $0.84 per share. In November 2001, the Company issued $3,000,000 of 10% convertible notes payable, with a maturity date of September 30, 2003, to Midmark Capital II, LP ("Midmark II") that can convert into 3,000 shares of Vertex Series "C" Preferred Stock at the option of Midmark II on the day that the Company obtains the requisite shareholder approval for the issuance of Series "C" Preferred Stock to Midmark II. Midmark II can convert the Series "C" Preferred Shares into 3,570,026 shares of Vertex common stock at $0.84 per share. The Company is required to register the underlying common shares. In the event of a shareholder rejection, or prepayment prior to shareholder approval, the interest rate on the notes would increase retroactively to 14%. On August 9, 2002, the remaining balance of the $4,718,717 convertible notes and $1,185,176 of the $3.0 million convertible notes were fully settled with the sale of the French based advanced planning software business to MidMark (See Note 2). The remaining $1,814,324 of 10% convertible notes payable at September 30, 2002 are collateralized by all tangible and intangible property of the Company, except that the holders have executed in favor of certain senior lenders a subordination of their right of payment under the Notes and the priority of any liens on certain assets, primarily accounts receivable. In July 2001, the Company issued a $359,375 convertible note payable to PARTAS AG, which is owned by one of its Directors. This note was to automatically convert into 250,000 shares of Vertex common stock on the day that the Company obtained the requisite shareholder approval for the issuance of shares to PARTAS AG. Since shareholder approval was not obtained by February 22, 2002, the principal amount plus any accrued interest (at prime rate) became immediately due and payable. On July 31, 2002 this convertible note payable was fully settled with the sale of the German point solutions business to PARTAS AG (See Note 2). F-31 During 2002, the Company has borrowed $2,588,900 from Midmark Capital II L.P. These notes are payable on demand, bear interest at 10% per annum and are secured by the same collateral in which the Company previously granted a security interest to Midmark under the long-term convertible notes payable above. The conversion rates of all the above Midmark notes are subject to certain antidilution provisions. 10. NOTES PAYABLE The Company had approximately $1.5 million in promissory notes payable, bearing interest at 8%, related to the September 2000 acquisition of Renaissance Software, Inc., which were originally due on June 30, 2001. On August 9, 2001, the Company renegotiated the terms of these notes and in return for 147,000 shares of stock (valued at approximately $162,000), the notes were payable in two installments: $250,000 due on August 15, 2001, and the remaining balance, plus accrued interest from June 30, 2001, due on September 30, 2001. The Company paid the August 15, 2001 installment and has not paid the remaining past due $1.23 million obligation (See Note 16 - Pending Litigation). In October 2000 the Company purchased the assets and business of three former European service and maintenance divisions of Genicom International (collectively referred to as "ESSC") for approximately $2 million in cash at closing and a deferred cash payment of $500,000 due on September 1, 2001. The Company paid $125,000 in December 2001 and has not paid the remaining $375,000 balance. At September 30, 2002, 5,357,143 shares of Vertex common stock collateralize the unpaid balance. The Company had a note payable with a remaining balance of approximately $540,000 bearing interest at 8% for the September 1999 acquisition of ICS International AG (ICS) in Germany. This note and a non-interest bearing loan of approximately $350,000 were past due. In July 2002, the interest bearing and non-interest bearing notes were fully settled with the sale of the German point solutions business (See Note 2). In September 2001, in connection with its acquisition of DynaSys, the Company assumed certain notes payable to banks and other entities. These notes payable had an aggregate balance of $0 and $435,000 at September 30, 2002 and 2001, respectively. Approximately $90,000 of these notes were settled through the issuance of 68,933 shares of Vertex common stock in December 2001. On February 1, 2002, the Company closed on a $1.0 million promissory note with Pitney Bowes Inc., payable on demand after February 15, 2002, with interest at 12%. This note was collateralized by all tangible and intangible property of the Company, except that the holders had executed (i) in favor of certain senior lenders a subordination of their right of payment under the note and the priority of any liens on certain assets, primarily accounts receivable and (ii) an Intercreditor Agreement with Midmark Capital, which was entered into in connection with this promissory note. In April 2002, this note was fully settled with the sale of source code, documentation and all related rights to the TMS product line to Pitney Bowes (See Note 2). F-32 11. LONG-TERM DEBT Long-term debt consists of the following: September 30, 2002 2001 ------------- ------------- Capital lease obligations: Obligations under capital leases, due in varying $ - $269,626 quarterly/monthly principal installments and at varying interest rates not exceeding 11 1/2% Less-Current portion - 163,425 ------------- ------------ Long Term capitalized leases $ - $106,201 ============= ============ Mortgage notes payable: Mortgage notes payable bearing interest at rates $ - $1,468,651 from 6% to 8%, collateralized by buildings, due in monthly installments through 2030 Less-Current portion - 75,793 ------------- ------------ Long Term mortgage notes payable $ - $1,392,858 ============= ============ As a result of the sale of certain non-core businesses during 2002, the related capital lease obligations and mortgage notes payable have been assumed by the purchasers. Other Long Term Liabilities Other long-term liabilities included approximately $130,000 at September 30, 2001 of Irish government non-interest bearing loans that were repayable at rates linked to future revenues earned. Under the terms of the agreement, the loans were to be repaid at a rate of 4.2% of project sales made in the United States by PSS in the period from July 1998 to June 2001 and was due for repayment commencing in July 1999 and ending in July 2002. If the repayments calculated as a percentage of sales were not sufficient to repay the loans in full, the Irish government may write-off the balance. PSS has not made any sales in the United States to date and thus no repayments have been made against these borrowings through September 30, 2002 nor has the Irish government agreed to write off the balance. Since the Irish subsidiary has been placed in liquidation (See Note 2), the remaining balance is included in "Liabilities Associated with Subsidiaries in Liquidation" on the September 30, 2002 balance sheet. F-33 12. OTHER ACCRUED EXPENSES AND LIABILITIES The components of other accrued expenses and liabilities consist of the following: September 30, 2002 2001 ---------- ---------- Professional fees $1,198,343 $1,658,102 Remaining obligations on terminated 1,402,984 300,000 leases Sales and other taxes, excluding income 55,005 1,349,855 and payroll Income taxes 228,171 390,400 Project costs 75,608 405,239 Accrued interest 474,468 322,388 Other 499,146 1,274,981 ---------- ---------- $3,933,725 $5,700,965 ========== ========== 13. STOCKHOLDERS' EQUITY (DEFICIT) On September 16, 1999, the Company entered into a Subscription agreement with Edwardstone & Company, Incorporated, ("Edwardstone") and Midmark Capital, L.P. ("Midmark", and together with Edwardstone, the "Buyers"). Edwardstone and Midmark purchased 5,449,642 shares and 5,000,000 shares, respectively, of the Company's common stock. The total consideration paid by Edwardstone and Midmark for such shares was $10,000,000. As a result of such transactions, the Buyers beneficially owned approximately 60% of the Company's common shares outstanding at the time of the transaction. As a condition to the Buyers' purchase of the shares, the Buyers and the Company entered into a Stockholders Agreement, dated September 16, 1999 (the "Stockholders Agreement") containing certain terms and conditions concerning the acquisition and disposition of such shares of the Company and the corporate governance of the Company. The shares of the Company's Common Stock issued in connection with the consummation of the transactions set forth above and the purchase of the PSS Group carried certain registration rights. A Registration Statement on Form S-3 was filed with the Securities and Exchange Commission to register such shares and was effective on May 24, 2000. During March and April, 2000, the Company closed on the sale of 3,293,750 unregistered common shares through private placement offerings, resulting in net proceeds (after deducting issuance costs of $2,337,000) of approximately $24,013,000. The Company registered all of the common shares issued in these private placement offerings in February 2001. In addition, the company granted options to financial advisors to purchase an aggregate of 1,100,000 common shares at prices ranging from $4.00 to $8.00 per share contingent upon raising at least $25 million, which became fully earned and exercisable in April 2000 on completion of the private placement offerings discussed above. The fair market value of these options was approximately $3,797,000 and was determined in accordance with SFAS 123 using the Black-Scholes formula. This amount was recorded as additional paid in capital, as well as a direct charge against equity as a cost of the private placement offerings. Pursuant to employment and consulting agreements, one of the pooled entities granted 112,022 restricted shares that were earned from fiscal 1998 through the date of the share issuance in January 2000; this resulted in compensation expense of $21,310 in 2000. F-34 On August 31, 2000, the Company purchased all rights to the NetWeave software product from Netweave Corporation. Consideration for the software was 80,386 shares of Vertex stock, which at the time of the transaction had an aggregate fair market value of approximately $1 million, and the cancellation of approximately $71,000 of debt. The total cost of this software was included in other assets and was being amortized over the five year estimated life of the product until the Netweave product line was sold in June 2002 (See Note 2). Prior to the acquisition, the Company sold the Netweave software under a licensing agreement with NetWeave Corporation. For the years ended September 30, 2001 and 2000, the NetWeave software product generated revenues of approximately $776,000, and $926,000 respectively. During December 2000, the Company closed on the sale of 1,124,461 unregistered common shares, together with 337,341 options to purchase common stock at $7.50, through a private placement offering, resulting in net proceeds (after deducting cash issuance costs of $562,000) of approximately $5,053,000. All of the common shares issued in this private placement offering were registered in an S-3 filed in February 2001. In January 2001, the Company issued 398,000 shares of common stock, which had a fair market value of $2,274,000, in settlement of $1,500,000 notes payable and other obligations to the sellers of the Portable Software Solutions (PSS) Group, which was purchased by Vertex in September 1999. In April 2001, the Company closed on the sale of 3,062,293 unregistered common shares (including 278,930 penalty shares for not registering the shares in 45 days), through a private placement offering, resulting in net proceeds (after deducting cash issuance costs of $281,000) of approximately $3,720,000. All of the common shares issued in this private placement offering carry registration rights requiring the Company to register such shares. In addition, the Company granted options to financial advisors to purchase an aggregate of 289,678 common shares at prices ranging from $1.44 to $5.00 per share, which were fully earned and exercisable on completion of the December 2000 and April 2001 private placement offerings discussed above. The fair market value of these options was approximately $922,000 and was determined in accordance with SFAS 123 using the Black-Scholes formula. This amount was recorded as additional paid in capital, as well as a direct charge against equity as a cost of the private placement offerings. In January 2002, the Company issued 102,663 shares valued at $122,000 to an employee to settle an obligation for deferred compensation. Also in January 2002, the Company granted options to purchase an aggregate 1,800,000 common shares at $.80 per share in connection with the settlement of certain litigation. Such options had a fair value of approximately $1.44 million. The Company also placed an equivalent number of common shares into escrow to be available upon exercise of these options. Of the 1,800,000 shares issued into escrow, 1,500,000 were unregistered shares. The settlement agreement also required the Company to register these shares by April 30, 2002, or an additional monthly cash payment would be required until the shares are registered. The Company has not registered these shares and has not made additional monthly cash payments and, as part of the settlement agreement, three consent judgments have been entered against Vertex (See Note 16 - Settled Litigation). In April 2002, the Company sold 34,404 shares to its Chief Executive Officer at a price of $2.18 per share. During the year ended September 30, 2002, the Company issued 1,676,168 unregistered shares of common stock to the selling shareholders of Euronet in consideration for the purchase of Euronet (See Note 2). Subsequent to the issuance of these shares, stock options for 1,676,168 shares of common stock were granted and exercised in return for the previously issued shares, which were then cancelled. F-35 In July 2002, the Company issued 410,304 shares to the Vertex Interactive Savings and Retirement Plan in satisfaction of its calendar 2001 matching contribution obligation of approximately $380,000. In addition, to enable the Plan to fund certain withdrawal requests, the Company purchased 47,657 shares from the Plan at a cost of $22,071 and put them into treasury. In November 2001, the Company granted options to Laurus, the senior credit facility lender, to purchase an aggregate of 180,000 common shares at $1.284 per share. The fair market value of these options was approximately $162,000, and was determined in accordance with the Black-Scholes formula. This amount was recorded as paid in capital, as well as interest expense with the beneficial conversion feature(See Note 8). Preferred Stock Series "A" In connection with the Transcape acquisition in February 2001 (See Note 2), the Company issued 1,356,852 shares of Series "A" Preferred Stock. The Series "A" Preferred Stock is convertible, at the option of the holder, into common stock on a one for one basis. All of the common shares issuable on conversion of the Series "A" Preferred Stock must be registered by the Company. Series "B" In October 2001, the Company raised $1,000,000 in cash through the issuance and sale of 1,000 shares of Series "B" Convertible Preferred Stock to Pitney Bowes, with each share of Series "B" Preferred being convertible into 1,190 shares of common stock at a price of $0.84 per share. The Company must register all of the common shares issuable on conversion of the Series "B" Preferred Stock. In connection with this transaction Pitney Bowes had nominated Michael Monahan to Vertex's Board of Directors. He served as a Director from November 15, 2001 until his resignation on February 21, 2002. Series "C" In March 2002, the Company issued 997 shares of Series "C" Convertible Preferred Stock to Midmark Capital upon conversion of approximately $997,000 of convertible notes payable and accrued interest (See Note 9). Each share of Series "C" Preferred is convertible into 1,190 shares of common stock at a price of $0.84 per share. The Company must register all of the common shares issuable on conversion of the Series "C" Preferred Stock. All of the preferred stockholders are entitled to vote their shares as though such conversion had taken place. In addition, preferred stockholders are not entitled to preferred dividends, but are entitled to their pro rata share of dividends, if any, declared on common stock under the assumption that a conversion to common stock had occurred. Pursuant to certain acquisition agreements and private placement offerings, the Company committed to register the common shares issued or issuable pursuant to options issued within specified periods of time. The Company has been unable to register the shares on a timely basis for certain of the transactions. The Company's present intent is to file a registration statement on Form S-1 as soon as possible. At September 30, 2002, the Company's obligation was to register all of the common shares issuable on conversion of preferred shares, approximately 8.5 million common shares and approximately 2.5 million shares underlying options(See Note 16 - Litigation). F-36 Stock Option Plan The Company has an Incentive Stock Option Plan (the "Plan") that provides for the granting of options to employees, directors, and consultants to purchase shares of the Company's common stock. During fiscal 2001, the Company's Board of Directors approved an increase in the number of shares available for issuance from 4,000,000 to 8,000,000. The Company is required to register the additional 4,000,000 shares issuable pursuant to options exercised. It is the Company's present intent to file a registration statement on Form S-8 as soon as possible. Options granted under the Plan generally vest over five years and expire after ten years. The exercise price per share may not be less than the fair market value of the stock on the date the option is granted. Options granted to persons owning more than 10% of the voting shares of the Company may not have a term of more than five years and may not be granted at less than 110% of fair market value. The following table summarizes the common stock options granted, cancelled or exercised under the Plan: 2002 2001 2000 ------------------ ------------------- ------------------ Common Weighted Common Weighted Common Weighted Stock Average Stock Average Stock Average Options Exercise Options Exercise Options Exercise Price Price Price ------- -------- ------- -------- ------- -------- Outstanding at beginning of year 4,691,100 $4.81 3,257,600 $5.95 1,016,600 $1.75 Granted 2,141,168 .66 2,094,000 3.28 2,635,000 7.11 Exercised (1,676,168) (.60) (238,600) (1.14) (295,800) (2.34) Cancelled (1,887,100) (5.73) (421,900) (8.07) (98,200) (4.57) ----------- --------- ---------- Outstanding at end of year 3,269,000 $3.72 4,691,100 $4.81 3,257,600 $5.95 ========== ========= ========= Exercisable at end of year 1,645,200 $3.59 1,038,800 $4.57 472,600 $1.62 ========== ========= ========= Weighted average fair value of options granted during the year $0.58 $2.14 $4.28 F-37 The following table summarizes information on stock options outstanding under the Plan at September 30, 2002: Options Outstanding Options Exercisable --------------------------------- ---------------------- Options Weighted Range of Outstanding Weighted Average Options Weighted Exercise Prices at Average Remaining Exercisable Average Range of Exercise September Exercise Contractural at September Exercise Prices 30, 2002 Price Life 30, 2002 Price ------------------ --------- -------- ---------- ----------- ------- $.50 to $1.50 1,053,000 $ .97 $ 8.47 595,000 $0.89 1.51 to 2.25 348,500 1.74 6.75 216,500 1.77 2.26 to 3.40 707,500 2.42 8.61 141,500 2.42 3.41 to 5.00 490,000 3.94 6.93 365,200 3.92 5.01 to 7.65 125,000 6.00 7.55 65,000 6.00 7.66 to 11.50 195,000 8.65 8.13 122,000 8.59 11.51 to 13.13 350,000 12.72 7.54 140,000 12.72 ------- -------- 3,269,000 1,645,200 3.59 ========= ========= Other Stock Options In addition to the stock options granted under the "Plan" discussed above, the Company periodically grants stock options to non-employees in consideration for services rendered, as well as for services to be rendered. Options issued for services rendered were accounted for under SFAS #123 and EITF Issue 96-18, using the Black-Scholes formula to determine their fair market value. In fiscal 2001, options for 467,561 shares were granted to non-employees, which resulted in additional paid in capital of approximately $665,000 and non-cash expenses of approximately $474,000 and non cash acquisition costs of $191,000. In fiscal 2000, options for 367,691 shares were granted to non-employees, which resulted in additional paid in capital of approximately $1,275,000 and non-cash expenses of approximately $393,000 and prepaid expenses of $882,000. In certain instances, options issued for services to be rendered are contingent upon specific performance by the grantee, and will be valued when performance is completed. In connection with the purchase of Renaissance Software Inc., the Company assumed 535,644 outstanding stock options of Renaissance employees. The fair market value of the vested portion of these options amounted to $6,217,472 and was included as part of the consideration paid for Renaissance. The unvested portion of these options was $461,000 and was included as deferred compensation in Shareholders' Equity and was amortized as compensation expense over the employees remaining vesting period. In connection with the purchase of Applied Tactical Systems, Inc. in December 2000, the Company assumed 153,600 outstanding stock options of Applied Tactical Systems employees. The fair market value of the vested portion of these options amounted to $620,000 and was included as part of the consideration paid for Applied Tactical Systems, Inc. The unvested portion of these options was $44,000 and was included as deferred compensation in Shareholders' Equity and was amortized as compensation expense over the employees remaining vesting period. F-38 During fiscal 2001, the Company granted non-qualified options aggregating 595,200 to various employees in connection with their employment by the Company. In January 2000, the Company also granted non-qualified options aggregating 1,200,000 to directors and officers of the Company at an exercise price of $3.85 (110% of the fair value on the date of grant). The following table summarizes common stock options granted, cancelled and exercised in addition to those in the Plan: 2002 2001 2000 ------------------- --------------------- -------------------- Weighted Weighted Weighted Common Average Common Average Common Average Stock Exercise Stock Exercise Stock Exercise Options Price Options Price Options Price ------- -------- ------- -------- ------- --------- Outstanding at beginning of year 4,572,392 $4.31 3,390,236 $3.88 475,000 $ .61 Granted 1,680,000 .85 1,764,877 5.50 3,203,335 4.07 Exercised - - (198,881) (3.22) (288,099) (.66) Cancelled (148,719) (3.63) (383,840) (6.55) - - ---------- --------- ------------ --------- --------- --------- Outstanding at end of year 6,103,673 $3.37 4,572,392 $4.31 3,390,236 $3.88 ========== ============ ========== Options exercisable 5,937,673 $3.21 4,203,892 $4.10 2,915,578 $3.92 ========== ============ ========== Pro-forma SFAS 123 Disclosure The Company has adopted the disclosure provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). In accordance with the provisions, the Company accounts for its stock option plans under Accounting Principles Board Opinion 25 and, accordingly, does not recognize compensation cost. If the Company had elected to recognize compensation cost based on the fair value of the options granted at the grant date as proscribed by SFAS 123, net loss and net loss per share would have been increased to the pro forma amounts indicated in the table below: 2002 2001 2000 ------------- -------------- -------------- Net loss-as reported $(44,774,379) $(122,952,102) $(9,412,424) Net loss--pro-forma (44,850,980) (125,682,128) (11,861,944) Loss per share--as reported (1.26) (3.95) (.46) Loss per share--pro-forma (1.26) (4.04) (.58) The fair value of each option grant is estimated on the date of grant using the Black Scholes option-pricing model with the following assumptions: 2002 2001 2000 ------------- ---------- --------- Expected dividend yield 0.00 % 0.00 % 0.00 % Expected stock price volatility 134.88 106.35 88.70 Risk-free interest rate 4.00 4.50 6.98 Expected life of options 3 years 3 years 3 years F-39 The effects of applying SFAS 123 and the results obtained through the use of the Black-Scholes option-pricing model are not necessarily indicative of future values. 14. PENSION PLANS The Company and certain of its subsidiaries maintain 401(k) plans, which are defined contribution plans (the "Plans") covering substantially all employees in the United States. During fiscal 2001, all subsidiary plans were merged into the Company plan. Eligible employees can contribute up to 17% of their compensation not to exceed Internal Revenue Code limits. In fiscal 2001, the Company amended its plan to provide matching contributions of 50% of the employees' contribution up to 3% of gross pay. The Company's contribution will be funded after each calendar year end in either cash or in Vertex stock, at the Company's option. Prior to fiscal 2001, the Plans provided for matching contributions based on management's discretion. Company contributions for the years ended September 30, 2002, 2001 and 2000 were approximately $202,000, $290,000 and $0. 15. INCOME TAXES The Company accounts for income taxes under FASB Statement No. 109, "Accounting for Income Taxes (FASB 109)." Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The components of the income tax provision included in the statements of operations for the years ended September 30, 2002, 2001 and 2000 consist of the following; 2002 2001 2000 -------------- -------------- ------------- Current: Federal $ - $ - $ - Foreign 134,473 131,007 227,686 State 370 19,469 149,572 ------------- ------------- ------------- Total Current 134,843 150,476 377,258 ------------- ------------- ------------- Deferred: Federal - - - Foreign - - - State - - - ------------ ------------- ------------- Total Deferred - - - ------------ ------------- ------------- Total income tax provision $ 134,843 $150,476 $377,258 ============ ============= ============= F-40 The net deferred tax assets in the accompanying balance sheets consist of the following: September 30, --------------------------------------------- 2002 2001 ---------------------- -------------------- Deferred tax assets: Allowance for doubtful accounts $ 406,315 $ 151,544 Inventory 271,620 4,003 Net operating loss carryforwards 19,514,641 11,778,076 Capital loss carryforwards 1,850,296 - Accruals 1,791,904 1,530,203 Other 115,755 --------------------- ------------------ Total deferred tax assets 23,834,776 13,579,581 --------------------- ----------------- Deferred tax liabilities: Depreciation (18,633) (18,891) Capitalized software (91,413) (168,351) Deferred revenue (23,664) (50,755) --------------------- ------------------ Total deferred tax liabilities (133,710) (238,017) --------------------- ------------------ Valuation allowance (23,701,066) (13,341,564) --------------------- ------------------ Net deferred tax assets $ - $ - ===================== ================== Deferred tax assets arise from the tax benefit of net operating and capital loss carryforwards which are expected to be utilized to offset taxable income and from timing differences between the recognition in financial statements and tax returns of certain inventory costs, bad debt allowances on receivables, depreciation on fixed assets and amortization of certain intangible assets. A valuation allowance on the net deferred tax assets has been provided based on the Company's assessment of its ability to realize such assets in the future. For the year ended September 30, 2002 the valuation allowance for net deferred tax assets increased by $10,359,502, as a result of net changes in temporary differences. The Company believes that as of September 30, 1999, an ownership change under Section 382 of the Internal Revenue Code occurred. The effect of the ownership change would be the imposition of annual limitations on the use of the NOL carryforwards attributable to the periods before the change. F-41 At September 30, 2002, the net operating loss carryforwards available to offset future taxable income consist of approximately $45.2 million in Federal net operating losses, which will expire in various amounts through 2022, and state net operating losses of approximately $46.8 million which will expire in various amounts through 2009. These net operating losses also may be limited due to ownership changes, the effect of which has not yet been determined by the Company. Total net operating losses available in foreign jurisdictions are approximately $3.8 million, none of which relate to periods prior to the acquisition of certain subsidiaries by Vertex. When the Company utilizes pre-acquisition net operating losses, the benefit will be reflected as a reduction of goodwill related to the respective subsidiary. No pre-acquisition net operating losses were utilized during fiscal 2002 and 2001, and approximately $200,000 of pre-acquisition net operating losses were utilized during fiscal 2000, with the resulting reduction of tax liability being credited directly to goodwill. Based on the fact that the remaining European subsidiaries are in liquidation, the Company does not anticipate utilizing the European net operating losses. The capital loss carryforward at September 30, 2002 of $4.6 million has no expiration date, but utilization is limited to the extent of capital gains generated by the Company. A reconciliation of income tax at the statutory rate to the Company's effective rate is as follows: 2002 2001 2000 ------- -------- ------- Statutory rate 34.0 % 34.0 % 34.0 % Effect of: Valuation allowances (23.2) (8.4) (4.2) Permanent differences (10.8) (26.8) (32.0) State income taxes, net (0.3) 1.1 (2.0) ------- -------- ------- Effective income tax rate (0.3%) (0.1%) (4.2%) For 2002, 2001 and 2000, the primary permanent differences relate to the impairment and amortization of goodwill, and an in-process R&D write-off, which are not deductible for tax purposes. There are no undistributed earnings of the Company's foreign subsidiaries at September 30, 2002. In the event of a distribution of foreign earnings in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. 16. COMMITMENTS AND CONTINGENT LIABILITIES Leases The Company and its subsidiaries lease office facilities and certain office equipment under operating leases that expire at various dates through 2007. Rent expense for the years ended September 30, 2002, 2001, and 2000 was approximately $2,300,000, $2,645,000 and $780,000 respectively. F-42 During 2002, the Company has sold and closed down various businesses (See Note 2). In connection with these dispositions of non-core businesses, the Company abandoned certain facilities and terminated leases at a cost of approximately $1.1 million. As a result of these sales and the accrual of the remaining terminated lease obligations, the minimum lease payments under non-cancellable operating leases, as of September 30, 2002, are $175,000 through May 2003. Pending Litigation We are party to certain judicial actions, the outcomes of which may, together, or individually, have a negative impact on our financial condition and liquidity if we do not prevail. Management does not believe that these matters will have a material negative impact. The items of pending litigation are summarized as follows: a) On October 31, 2001, an action was commenced in the United States District Court, Southern District of New York entitled Edgewater Private Equity Fund II, L.P. et al. v. Renaissance Software, Inc. et al. The action, brought against Renaissance Software, Inc., a subsidiary of Vertex, and Vertex, alleged the default by Renaissance Software, Inc. in payment of certain promissory notes in the principal aggregate sum of $1,227,500. Vertex guaranteed the notes. The noteholders demanded $1,227,500, together with interest accruing at the rate of 8% per annum from June 30, 2001. On March 12, 2002, the noteholders were successful in obtaining a judgment against Renaissance Software, Inc. in the aggregate amount of $1,271,407 including interest, late charges and attorneys' fees. However given the Company's current cash position, we have been unable to pay the judgment and have been pursuing non cash alternatives. b) On November 7, 2000, Pierce Procurement Ltd. ("Pierce") brought an action against the Company's subsidiary Renaissance Software, Inc. ("Renaissance"), in the Boone County Circuit Court in Northwestern Illinois. The suit was removed to the United States District Court for the Northern District of Illinois, Western Division, on February 1, 2001. The claim by Pierce against Renaissance is based upon allegations that Renaissance sold a computer system which did not meet the particular purposes of Pierce and that Renaissance made certain misrepresentations to Pierce with respect to the system. Renaissance denies such claims, and through its insurance carrier is vigorously defending the action. Renaissance has counterclaimed against Pierce alleging that Pierce has paid only a portion of the contract fee agreed to by the parties. Total damages claimed by Pierce are approximately $1,500,000 plus interest and penalties. Renaissance seeks approximately $76,500 on its counterclaim. A mediation has been scheduled for September 2003. c) We are also party to a number of claims by vendors, landlords and other service providers seeking payment of balances owed. Since such amounts are already recorded in accounts payable or accrued liabilities, these claims are not expected to have a material affect on the stockholders' equity (deficit) of the Company. Settled Litigation a) On September 28, 2001 Vertex filed a Demand for Arbitration with the American Arbitration Association ("AAA") against Russell McCabe, Daniel McCabe and David Motovidlak (the "ATS Shareholders"), the former shareholders of Applied Tactical Systems, Inc., an entity which merged with Vertex pursuant to a Merger Agreement dated December 29, 2000, seeking damages resulting from the McCabe's interference with Vertex's employees and customers. The ATS Shareholders also filed a Demand for Arbitration seeking $25,000,000 in damages based on, among other things, Vertex's alleged failure to register the ATS Shareholders' stock in Vertex by a certain date. F-43 In a related action, on December 10, 2001 the ATS Shareholders filed a complaint in the United States District Court for the District of New Jersey against Ernst & Young LLP (our former auditors), and certain Vertex shareholders, officers and directors individually. Vertex itself was not a defendant in this action. The ATS Shareholders were seeking damages in the amount of $40,000,000 plus punitive and statutory treble damages based upon, among other things, allegations that Vertex failed to register stock of the ATS Shareholders by a certain date. On November 15, 2002, we resolved and dismissed claims relating to both of these matters. The United States District Court for the District of New Jersey entered a Stipulation and Order of Settlement and Dismissal as to Certain Parties, agreed to by Vertex, other named parties, and three former ATS shareholders in the case styled Russell McCabe, et al. v. Ernst & Young, LLP, et al., Case No. 01-5747 (WHW). Pursuant to the Stipulation and Order, Vertex and the three former ATS shareholders also agreed to dismiss their respective AAA arbitration claims. The settlement was funded by Vertex's insurance carrier, with no additional payments by Vertex or by any settling defendants. The parties dismissed all claims between them and exchanged mutual general releases. b) On May 7, 2002 an action was commenced in the Supreme Court of the State of New York, County of New York by Harris Hoover & Lewis, Inc., ("Harris Hoover")in which Harris Hoover alleged that the Company breeched a financial advisory contract. The claim sought damages in the amount of $250,000. The Company had filed a counter claim alleging breech of contract, breech of fiduciary duty and intentional misrepresentation and sought damages in an amount not less than $2,050,000 plus punitive damages. This matter was dismissed by the New York Supreme Court on November 26, 2002. The parties dismissed all claims between them and exchanged mutual general releases. No payments were made by either party to the other. c) As part of the settlement entered into between the Company and three former principals of a company acquired by Vertex in 2000, consent judgments in the amount of approximately $1.0 million each were entered against Vertex on July 19, 2002. The incremental liability has been included in other expense(provision for litigation) for the year ended September 30, 2002. The Company is currently negotiating with the former owners to accept forms of payment other than cash and there can be no assurance that a non-cash settlement will be concluded. In July 2002, the former owners obtained a court levy upon several of the Company's bank accounts, placing a hold on approximately $70,000 of the Company's funds. The Company, together with its secured lenders, objected to the turnover of these funds, however a turnover order was granted by the court in October 2002. d) On November 20, 2001, an action was commenced in the Superior Court of California, County of Los Angeles, SouthWest District by former shareholders of another company we acquired in 2000. In June 2002, this matter was settled on mutually agreeable terms with minimal cash outlay and no impact on results of operations. Employment Agreements and Other Commitments The Company has employment agreements with certain key employees, the terms of which expire at various times through 2004. Such agreements provide for minimum salary levels as well as for incentive bonuses. On September 27, 1999 the Company entered into a five-year investment banking agreement with another shareholder, MidMark Associates, Inc., for $250,000 per annum. Effective August 13, 2002, concurrent with the resignation of the two Midmark directors from the Vertex Board of Directors, this agreement was terminated. F-44 Effective October 1, 1999, Edwardstone entered into an agreement with the Company pursuant to which Edwardstone agreed to provide the services of Messrs. Biermann and Toms to act as the Executive Chairman and Chief Executive Officer of the Company. Such Agreement provides for aggregate annual compensation of $600,000 and entitles them to participate in all employee benefit plans sponsored by Vertex in which all other executive officers of Vertex participate. The agreement has an initial five-year term and continues thereafter on a year- to-year basis on the same terms and conditions existing at the time of renewal, unless terminated by either the Company or the employee upon thirty days written notice prior to the end of either the initial (5 year) term or any subsequent one-year term, as the case may be. This agreement was terminated by mutual consent effective September 30, 2002. On April 24, 2001 the Company entered into an investment banking agreement with Harris, Hoover and Lewis, LLC to provide financial advisory and consulting services with respect to the acquisition of Plus Integration. This agreement provided for a transaction fee of 2% of the value of the deal, together with related options, with a minimum transaction fee of $500,000. This agreement was terminated on November 25, 2002 in connection with the general release of all claims in the litigation settlement discussed above. On September 23, 2002, the Company entered into a business advisory and consulting services agreement with Jeffrey Firestone to assist the Company in raising funds. An initial retainer of $5,000 was paid and when Mr. Firestone raises $1,000,000 on behalf of Vertex, he will be entitled to a monthly retainer of $5,000 for an additional five months. If Firestone is successful within a three year period in raising funds for Vertex, he is entitled to a cash fee equal to 10% of the proceeds and five year warrants equal to 10% of the equity raised at an exercise price equal to the transaction price. Firestone is also entitled to a 3% commission if he introduces Vertex to an entity that in turn raises money for Vertex on a commission basis. On September 30, 2002, Vertex entered into an agreement with Tarshish Capital Markets ("TCM"), an Israel based corporation to provide financial advisory and fund raising services. An initial non-refundable retainer fee was accrued at September 30, 2002 and was paid in October 2002 in the form of 800,000 shares of Vertex registered common stock, which had a value of $56,000. The agreement provides for TCM to use its best efforts to raise in excess of $5 million in a private stock offering. If TCM is successful within a three year period, it is entitled to a cash fee equal to 10% of the amount invested in Vertex and five year warrants equal to 10% of the equity raised at an exercise price equal to the price used in the respective offering. F-45 17. SEGMENT INFORMATION AND INTERNATIONAL OPERATIONS The Company operates in one business segment, which is the design, development, marketing and support of supply chain management solutions. Geographic Area Data The following geographic information presents total revenues, gross profit and identifiable assets for the years ended September 30, 2002, 2001, and 2000 (in thousands): 2002 2001 2000 ------- ------- ------- Revenues North America $15,495 $30,378 $18,514 Europe(1) 20,640 28,709 29,255 ------- ------- ------- $36,135 $59,087 $47,769 ======= ======= ======= Gross Profit North America $ 6,813 $12,705 $7,430 Europe(1) 5,428 8,796 7,777 -------- ------- ------- $ 12,241 $21,501 $15,207 ======== ======= ======= Identifiable assets North America $18,436 $60,174 $102,390 Europe(1) - 13,233 31,097 Eliminations (15,636) (19,968) (23,268) --------- -------- --------- $ 2,800 $53,439 $110,219 ========= ======== ========= (1) The Company operated throughout Europe, but principally in the United Kingdom, Germany and Italy. All European operations were either sold or placed into liquidation (See Note 2) as of September 30, 2002. Products and Services Sales to external customers by the three significant product and service line groupings for the years ended September 30, 2002, 2001 and 2000 (in thousands) are as follows: 2002 2001 2000 --------- --------- -------- Point Solutions $15,022 $28,849 $31,744 Enterprise Solutions 6,926 9,921 6,737 Service and Maintenance 14,187 20,317 9,288 --------- --------- -------- $36,135 $59,087 $47,769 ========= ========= ======== F-46 Major Customers The Company had no customers that accounted for more than 10% of revenue for the fiscal years ended September 30, 2002 and 2001. For the fiscal year ended September 30, 2000, one customer accounted for 11% of revenues. 18. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) The following is a summary of the unaudited quarterly results of operations for the years ended September 30, 2002 and 2001. Dec. 31 Mar. 31 Jun. 30 Sept. 30 ------------- -------------- -------------- ------------- 2002 Revenues $ 13,036,644 $ 11,466,099 $ 9,959,263 $ 1,673,211 Gross profit 4,298,777 4,161,127 3,307,117 473,602 Net income (loss) excluding impairment of intangibles write-off(A) (6,091,210) (10,276,235) (12,468,033) 3,034,931 Net loss (6,091,210) (10,276,235) (12,468,033) (15,938,901) Weighted average shares outstanding 34,844,686 35,086,676 35,754,249 36,542,025 Net loss per share $ (0.17) $ (0.29) $ (0.35) $ (0.44) 2001 Revenues $14,747,017 $15,341,053 $14,128,256 $14,871,144 Gross profit 3,755,637 5,944,242 5,758,492 6,042,846 Net loss excluding in-process R&D and impairment of intangibles write-off(B) (8,046,728) (9,653,780) (10,466,754) (12,820,280) Net loss (8,046,728) (13,253,780) (10,466,754) (91,184,840) Weighted average shares outstanding 26,626,072 31,132,917 33,523,078 33,951,085 Net loss per share $ (0.30) $ (0.43) $ (0.31) $ (2.69) (A) In the fourth quarter of fiscal 2002, the Company recorded an impairment of intangibles write off of approximately $19 million (See Note 4) and a net gain on sale of non-core assets of approximately $6 million. (B) In the second quarter of fiscal 2001, the Company recorded an in-process research & development write off of $3.6 million related to the acquisition of Transcape assets (See Note 2), and in the fourth quarter, the Company recorded an impairment of intangibles write off of approximately $78 million (See Note 4). F-47 19. SUBSEQUENT EVENTS a) In October, 2002 Vertex executed a Grid Note, which provides for up to $1 million of availability from MidMark Capital, L.P. This note will be funded by the proceeds, if any, from the sale of any shares of Vertex Common Stock held by MidMark Capital. This note is payable on demand but in any event no later than December 31, 2003, carries interest at the rate of 10% per annum and is secured by the same collateral in which the Company previously granted a security interest to MidMark under its convertible notes payable. In consideration of MidMark providing this facility, the Company agreed to issue warrants to purchase a number of unregistered shares equal to 120% of the number of tradeable shares sold by MidMark to fund such note, at a purchase price per share equal to 80% of the price per share realized in the sale of shares to fund the Grid Note. As of June 30, 2003, the Company had borrowed $77,000 under this arrangement, resulting from MidMark's disposal of 1,224,350 Vertex common shares. As a result, Vertex has granted MidMark warrants to purchase 1,472,820 shares of Vertex common stock at $.052 per share. In June 2003, to facilitate the sale of shares by Midmark Capital to enable Midmark Capital to increase its funding under the Grid Note agreement, the Company contracted with United Institutional Investments Inc. ("United") to provide financial consulting services. Under this agreement, United has agreed to assist in the liquidation of up to 3,800,000 common shares currently owned by Midmark Capital. United's fees will be equal to 10% of the net proceeds generated by the sale of such shares. b) In December 2002, the Company repaid the remaining balance due under the Laurus Senior Credit Facility and terminated the agreement. c) XeQute Solutions, Inc. ("XeQute") was formed on August 30, 2002 as a Delaware corporation and wholly-owned subsidiary of Vertex and began operations effective October 1, 2002. XeQute Solutions, PLC ("PLC"), a United Kingdom company and wholly-owned subsidiary of Vertex was formed on November 15, 2002 and incorporated on November 27, 2002. XeQute became a wholly owned subsidiary of PLC on December 12, 2002. XeQute (i)purchased certain assets and assumed certain liabilities of Vertex and (ii) purchased substantially all of the assets and assumed certain of the liabilities of Vertex's wholly-owned subsidiaries Renaissance Software, Inc.("Renaissance") and Data Control Systems, Inc. ("DCS") on December 12, 2002, but effective October 1, 2002. d) In October 2002 PLC (in formation) and Charles Street Securities ("CSS") entered into agreements whereby CSS would a) arrange for interim financing for PLC in the amount of $500,000 and b) CSS would act as financial advisor and non-exclusive placement agent to PLC in connection with the raising of additional capital through a private placement sale of PLC Ordinary Shares. In connection with CSS's role as financial advisor and placement agent, CSS received a) 50,000 PLC warrants (determined as a percentage of the amount of funding raised in the private placement), each warrant exercisable for a period of five years into one PLC Convertible Ordinary Non-Voting Ordinary Share of 10 pence each, at an exercise price of 10 pence per share and CSS shall receive b) a fee of approximately $75,000 in connection with the preparation of the private placement document and all attendant financial advisory work, c) a sales commission of 10% of funds raised by CSS through the private placement, d) a marketing expense F-48 reimbursement not to exceed approximately $180,000 plus e) up to 521,740 PLC warrants (determined as a percentage of the amount of funding raised in the private placement), each warrant exercisable for a period of five years into one PLC Convertible Ordinary Non-Voting Ordinary Share of 10 pence each, at an exercise price of 0.46 British pounds per Ordinary Share (with a pro rata reduction if less than approximately $1,800,000 is raised by CSS pursuant to the private placement) and reimbursement of all reasonable out of pocket expenses. In the event that PLC obtains additional financing from any investor who has invested in the PLC pursuant to the private placement within two years of the completion of the private placement, PLC has agreed to pay to CSS a sales commission in the amount of 10% of the additional funds invested. PLC has granted CSS the right to appoint two directors to the Board of Directors of PLC upon successful completion of the private placement, at which time CSS shall continue to act as financial advisor to PLC, for which CSS shall receive a quarterly financial advisory fee of approximately $3,800 until such time PLC is sold or becomes publicly listed. The private placement transaction is currently on hold pending completion and filing of this Annual Report on Form 10K and an interim audit of PLC for the nine months ended June 30, 2003. e) In December 2002, Vertex, through PLC, closed a $500,000 Bridge Loan arranged by CSS from MidMark Capital and Aryeh Trust. The Bridge Loan is to be repaid with proceeds from the proposed private placement funding. The Bridge Loan was for a term of 180 days, which matured on June 9, 2003, at which time it converted to a term loan payable in 24 monthly installments. The first monthly installment was due July 1, 2003 and has not been paid. The Bridge Loan is secured by a first security interest in all of the assets of XeQute and carries an interest rate of 3% per month. The lenders were each granted 60,000 warrants in PLC at 10 pence per share as part of the consideration for this loan. The Company will incur a non-cash interest charge related to these warrants. Upon the receipt of the private placement's minimum subscription amount by PLC, MidMark has agreed to relinquish its security interest in the assets of XeQute, in exchange for receiving from Vertex warrants to purchase 250,000 Ordinary Shares of PLC which are presently owned by Vertex. MidMark has agreed that it will vote any shares which it may acquire through the exercise of the warrant in accordance with the directions of Vertex. However, it will retain its security interest in the shares of PLC owned by Vertex and in all of the assets of Vertex. f) In December 2002, XeQute received an additional $480,000 from MidMark under a Convertible Loan Note. The Convertible Loan Note will automatically convert into Non-Voting Shares of PLC at $0.672 per share when a minimum subscription of $480,000 of the Private Placement is reached. g) Since October 1, 2002 and as of June 30, 2003, Vertex and XeQute have borrowed a further $893,000 from MidMark Capital II, L.P. pursuant to a series of demand notes, of which $425,000 was restricted for usage on XeQute obligations. These notes are payable on demand, bear interest at 10% per annum and are secured by the same collateral in which the Company previously granted a security interest to MidMark under its convertible notes payable. F-49 h) In March 2003, the Company's subsidiary XeQute, entered into an "Authorized Marketing Program Partnership Agreement" with Core eBusiness Solutions LLC ("Core"), a company that employs certain former employees of the Company. This agreement provided Core with the exclusive rights to market and sell certain of XeQute's warehouse management software in the United States and Canada. However, in June 2003, XeQute and Core mutually agreed to rescind this agreement and renegotiate a non-exclusive marketing agreement, which has not yet been finalized. i) As a result of its severe cash constraints (See Note 1 - Going Concern section), the Company had fallen as much as two to three months behind in meeting its payroll obligations to its employees subsequent to September 30, 2002. The Company has been meeting its current payroll obligations, and has attempted to pay overdue employee payroll obligations as cash resources become available. However, in a letter dated April 3, 2003 the New Jersey Department of Labor (N.J.D.O.L.) has assessed the Company a penalty of $154,000 for failure to pay payroll on a timely basis. The Company is vigorously appealing this assessment as being counterproductive to actually paying the employees. Company management met with the N.J.D.O.L. on June 23, 2003 and presented a plan to bring payroll current over a four month period (beginning in September 2003 and ending December 2003). The N.J.D.O.L. is presently considering the Company's plan, together with its request for a reduction in the penalty assessed by N.J.D.O.L. In addition, a number of former employees of a California based division of Vertex had filed claims with the California Department of Labor for non payment of wages for the second half of July 2002; the final payroll prior to the closing of the division. The Company had disputed the claims, primarily on the basis of the lack of documentation for hours worked during the period. However in July 2003, these claims were heard by the California DOL and the amounts claimed, together with interest and penalties aggregating approximately $100,000, were granted to these former employees. j) In May 2003 the Company issued 1,000,000 common shares , which had a fair market value of approximately $20,000, to an investment advisor to assist in the Company's fund raising efforts. k) Effective July 31, 2003, the Company completed the sale of 10,000,000 shares of its common stock, which had a fair market value at that time of approximately $500,000, to American Marketing Complex, Inc. (AMC). Payment for this purchase was in the form of cash equivalent trade credits with a face value of $4,000,000, which the Company can utilize for the purchase of merchandise and services. The face value is not necessarily indicative of the ultimate fair value or settlement value of the cash equivalent trade credits. Any trade credits not utilized by June 30, 2008 shall expire, unless the Company exercises an option to extend the agreement for one year. In addition, the Company agreed to loan AMC $150,000 of which $10,000 was delivered at closing; $40,000 will be delivered by August 15, 2003; $50,000 will be delivered by Septemer 10, 2003 and $50,000 will be delivered by October 10, 2003. This loan will be repaid exclusively from funds received from the sale of the 10,000,000 shares. The Company is required to register these shares within six months of the closing. F-50 VERTEX INTERACTIVE, INC. AND SUBSIDIARIES SCHEDULE II -VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000 Balance at Additions Deductions Balance Beginning Charged to From at End of of Year Expense Reserves Year ---------- ---------- ----------- ---------- Year Ended September 30, 2002: Deducted from accounts receivable for doubtful accounts $ 380,568 $ 617,465 $ 69,003 $ 929,030 Deducted from inventory as valuation allowance $ 10,000 $ 261,267 $ 0 $ 271,267 Year Ended September 30, 2001: Deducted from accounts receivable for doubtful accounts $ 180,630 $439,764 $239,826 $380,568 Deducted from inventory as valuation allowance $ 10,000 $ 0 $ 0 $10,000 Year Ended September 30, 2000: Deducted from accounts receivable for doubtful accounts $ 125,166 $69,470 $14,006 $180,630 Deducted from inventory as valuation allowance $ 225,290 $34,664 $249,954 $10,000 F-51

In September 2004, the Board approved the 2004 Incentive Stock Option Plan (the "2004 Plan") pending stockholders' approval that provides for the granting of options to employees, directors and consultants to purchase shares of the Company's common stock. The number of shares available for issuance under the 2004 Plan is 10,000,000. Options granted under the Plan generally vest over five years and expire after ten years. The exercise price per share may not be less than the fair market value of the stock on the date the option is granted. Options granted to persons owning more than 10% of the voting shares of the Company may not have a term of more than five years and may not be granted at less than 110% of fair market value. As of September 30, 2004, no shares were issued from the 2004 Plan. F-33 Other Stock Options In addition to the stock options granted under the "Plan" discussed above, the Company periodically grants stock options to non-employees in consideration for services rendered, as well as for services to be rendered. Options issued for services rendered were accounted for under SFAS 123 and EITF Issue 96-18, using the Black-Scholes option pricing model to determine their fair value. In fiscal 2001, options for 467,561 shares were granted to non-employees, which resulted in an increase in additional paid-in capital of approximately $665,000 and non-cash expenses of approximately $474,000 and non cash acquisition costs of $191,000. In certain instances, options issued for services to be rendered are contingent upon specific performance by the grantee, and will be valued when performance is completed. In connection with the purchase of Renaissance in fiscal 2000, the Company assumed 535,644 outstanding stock options of Renaissance employees. The fair value of the vested portion of these options amounted to $6,217,472 and was included as part of the consideration paid for Renaissance. The unvested portion of these options was $461,000 and was included as deferred compensation in stockholders' equity and was amortized as compensation expense over the remaining vesting period. In connection with the purchase of ATS in December 2000, the Company assumed 153,600 outstanding stock options of ATS employees. The fair market value of the vested portion of these options amounted to $620,000 and was included as part of the consideration paid for ATS. The unvested portion of these options was $44,000 and was included as deferred compensation in stockholders' equity and was amortized as compensation expense over the remaining vesting period. The following table summarizes common stock options granted, cancelled and exercised in addition to those in the Plan:

Registration Requirements The Company is obligated to register under the Securities Act of 1933 certain common shares issued or issuable in connection with acquisition agreements, private placements, the exercise of options and warrants and the conversion of notes payable and preferred stock. At September 30, 2004, the Company was obligated to but had been unable to register approximately 12,646,000 common shares then outstanding. The Company intends to register the shares as soon as possible. F-34 Warrants Issued with Convertible Notes Payable - Unrelated Parties As of September 30, 2004, the Company had issued 3,000,000 warrants for the purchase of shares of its common stock in connection with raising $3,000,000 through convertible notes payable (see Note 11). The warrants are exercisable until five years from the date of issuance at a purchase price of $0.11 per share. All of these warrants were outstanding as of September 30, 2004. Warrants Issued by XeQute PLC As of December 31, 2003, XeQute PLC had issued warrants for the purchase of shares of its common stock to Midmark, Aryeh Trust and CSS in connection with certain financing agreements. The total of the fair value of the warrants at the respective dates of issuance was not material. If all of the warrants had been exercised as of September 30, 2003, the Company's ownership interest in XeQute PLC would have decreased from 100% to approximately 90%. During fiscal 2004, the warrants issued to Midmark were converted into common shares (see Note 12). Shares Issued Subsequent to September 30, 2004 During the period from October 1, 2004 to December 10, 2004, in addition to shares issued upon conversion of 10% convertible notes (see Note 11), the Company issued 1,500,000 shares for various consulting and professional services rendered and 3,034,404 shares for accrued directors' fees. 15. RETIREMENT PLANS The Company and certain of its subsidiaries maintain a 401(k) retirement plan, which is a defined contribution plan covering substantially all employees in the United States. During fiscal 2001, all subsidiary plans were merged into the Company's plan. Eligible employees can contribute up to 17% of their compensation not to exceed Internal Revenue Code limits. In fiscal 2001, the Company amended its plan to require matching contributions of 50% of the employees' contribution up to 3% of gross pay. The Company's contribution will be funded after each calendar year end in either cash or in Vertex stock, at the Company's option. Prior to fiscal 2001, the various plans provided for matching contributions based on management's discretion. The Company accrued contributions for the years ended September 30, 2004, 2003 and 2002 of approximately $59,000, $80,000 and $202,000, respectively. As explained in Note 14, the Company funded its required matching contribution for the calendar year ended December 31, 2001 through the issuance of 410,304 common shares. During October 2004, the Company issued 1,951,452 shares to the plan to fund its required contributions for the calendar years ended December 31, 2002 and 2003. 16. INCOME TAXES The components of the income tax provision included in the accompanying consolidated statements of operations for the years ended September 30, 2004, 2003 and 2002 consist of the following: 2004 2003 2002 -------- ------ -------- Current: Federal $ -- $ -- $ -- Foreign -- -- 134,473 State 1,735 -- 370 -------- ------ -------- Total Current 1,735 -- 134,843 -------- ------ -------- Deferred: Federal -- -- -- Foreign -- -- -- State -- -- -- -------- ------ -------- Total Deferred -- -- -- -------- ------ -------- Total income tax provision $ 1,735 $ -- $134,843 ======== ====== ======== F-35 The net deferred tax assets in the accompanying consolidated balance sheets as of September 30, 2004 and 2003 consist of temporary differences related to the following: September 30, ---------------------------- 2004 2003 ------------ ------------ Deferred tax assets: Allowance for doubtful accounts $ 196,234 $ 196,234 Inventory 179,155 179,155 Net operating loss carryforwards 22,649,800 21,695,108 Capital loss carryforwards 1,850,296 1,850,296 Accrued expenses 1,059,067 1,055,638 ------------ ------------ Total deferred tax assets 25,934,552 24,976,431 ------------ ------------ Deferred tax liabilities: Depreciation (18,633) (18,633) Capitalized software costs -- (49,775) ------------ ------------ Total deferred tax liabilities (18,633) (68,408) ------------ ------------ Valuation allowance (25,915,919) (24,908,023) ------------ ------------ Net deferred tax assets $ -- $ -- ============ ============ Deferred tax assets arise from the tax benefit of net operating and capital loss carryforwards which are expected to be utilized to offset taxable income and from temporary differences between the recognition in financial statements and tax returns of certain inventory costs, bad debt allowances on receivables, depreciation on fixed assets and amortization of certain intangible assets. A valuation allowance on the net deferred tax assets has been provided based on the Company's assessment of its ability to realize such assets in the future. For the years ended September 30, 2004, 2003 and 2002 the valuation allowance for net deferred tax assets increased by $1,007,896, $1,206,957 and $10,359,502, respectively, as a result of net changes in temporary differences. The Company believes that as of September 30, 1999, an ownership change under Section 382 of the Internal Revenue Code occurred. The effect of the ownership change would be the imposition of annual limitations on the use of the net operating loss carryforwards attributable to the periods before the change. At September 30, 2004, the net operating loss carryforwards available to offset future taxable income consist of approximately $55,200,000 in Federal net operating losses, which will expire in various amounts through 2023, and state net operating losses of approximately $43,100,000 which will expire in various amounts through 2010. These net operating losses also may be limited due to ownership changes, the effect of which has not yet been determined by the Company. Total net operating losses available in foreign jurisdictions are approximately $3,800,000, none of which relate to periods prior to the acquisition of certain subsidiaries by Vertex. No pre-acquisition net operating losses were utilized during fiscal 2004, 2003 and 2002. Based on the fact that the remaining European subsidiaries are in liquidation, the Company does not anticipate utilizing the European net operating losses. The capital loss carryforward at September 30, 2004 of $4,600,000 has no expiration date, but utilization is limited to the extent of capital gains generated by the Company. The State of New Jersey has enacted legislation permitting certain corporations located in New Jersey to sell state tax loss carryforwards and state research and development credits, or tax benefits. The Company was permitted to sell tax benefits in the amount of $518,000. On December 17, 2004, the Company received approximately $456,000 from the sale of the $518,000 of tax benefits which will be recognized as a tax benefit in the first quarter of fiscal 2005. F-36 A reconciliation of income tax at the statutory rate to the Company's effective rate is as follows: 2004 2003 2002 ------- -------- ------- Statutory rate 34.0% 34.0% 34.0 % Effect of: Valuation allowances (34.0) (34.0) (23.2) Permanent differences - - (10.8) State income taxes, net - - (0.3) ------- -------- ------- Effective income tax rate 0% 0% (0.3%) ======= ======== ======== For 2002, the primary permanent differences relate to the impairment and amortization of goodwill and the in-process research and development write-off which are not deductible for tax purposes. There are no undistributed earnings of the Company's foreign subsidiaries at September 30, 2004 and 2003. In the event of a distribution of foreign earnings in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. 17. COMMITMENTS AND CONTINGENT LIABILITIES Leases The Company and its subsidiaries lease office facilities and certain office equipment under operating leases that expire at various dates through 2008. Rent expense for the years ended September 30, 2004, 2003 and 2002 was approximately $200,000, $275,000 and $2,300,000, respectively. During the year ended September 30, 2002, the Company sold and closed down various businesses. In connection with these dispositions of non-core businesses, the Company abandoned certain facilities and terminated leases at a cost of approximately $1,100,000. As a result of these sales and the accrual of the remaining terminated lease obligations, the minimum lease payments (including common area maintenance charges) under non-cancellable operating leases as of September 30, 2004, that have initial or remaining terms in excess of one year are as follows: 2005 $176,000 2006 181,625 2007 183,500 2008 65,208 -------- $606,333 ======== In October 2003, the Company consolidated its offices into one building in South Plainfield, and subleased a portion of its office space in Paramus commencing December 1, 2003. The sublease, which requires rental payments of approximately $37,000 per year, expires in May 2008. The Company was able to cancel the remaining portion of the Paramus lease effective January 1, 2004. F-37 Pending Litigation We are party to a number of claims, which have been previously disclosed by the Company, and claims by vendors, landlords and other service providers seeking payment of balances owed. Since such amounts have already been recorded in accounts payable or accrued liabilities, these claims are not expected to have a material affect on the stockholders' deficiency of the Company. However, they could lead to involuntary bankruptcy proceedings. a) On or about March 22, 2004, an action against Vertex and its subsidiary Renaissance Software, Inc. was commenced in New York State Supreme Court, Nassau County, captioned Great Oak LLC vs. Vertex Interactive, Inc. et. al. The action, which demands $327,676, alleges two months rent totaling $23,737 and an early termination fee of $303,929 to be due Great Oak LLC, the landlord of premises leased to Renaissance Software LLC. Vertex is vigorously defending the action. b) On April 16, 2003, an action was commenced in the Supreme Court of the State of New York, County of Suffolk, entitled Bautista v. Vertex Interactive, Inc and Renaissance Software, Inc. The action, which demands $394,000, was brought by a former employee claiming breach of his employment agreement. On March 29, 2004, a judgment was granted against the Company in the amount of $350,482. However given the Company's current cash position, the judgment has not beed paid. c) On October 31, 2001, an action was commenced in the United States District Court, Southern District of New York entitled Edgewater Private Equity Fund II, L.P. et al. v. Renaissance Software, Inc. et al. The action, brought against Renaissance Software, Inc., a subsidiary of Vertex, and Vertex, alleged the default by Renaissance Software, Inc. in payment of certain promissory notes in the principal aggregate sum of $1,227,500. Vertex guaranteed the notes. The noteholders demanded $1,227,500, together with interest accruing at the rate of 8% per annum from June 30, 2001. On March 12, 2002, the noteholders were successful in obtaining a judgment against Renaissance Software, Inc. in the aggregate amount of $1,271,407 including interest, late charges and attorneys' fees. However given the Company's current cash position, we have been unable to pay the judgment and have been pursuing non cash alternatives. d) As part of the settlement entered into between the Company and three former principals of a company acquired by Vertex in 2000, consent judgments in the amount of approximately $1,000,000 each were entered against Vertex on July 19, 2002. The incremental liability has been included in other expense (provision for litigation) for the year ended September 30, 2003. The Company is currently negotiating with the former owners to accept forms of payment other than cash. However, there can be no assurance that a non-cash settlement will be concluded. In July 2002, the former owners obtained a court levy upon several of the Company's bank accounts, placing a hold on approximately $70,000 of the Company's funds. The Company, together with its secured lenders, objected to the turnover of these funds; however a turnover order was granted by the court in October 2002. However, given the Company's current cash position, the judgment has not beed paid. e) On February 9, 2003, in the matter captioned Scansource, Inc. vs. Vertex Interactive, Inc., Superior Court of New Jersey, Essex County, a judgment was granted against the Company in the amount of $142,155. The action alleged non payment by the Company for computer hardware. However, given the Company's current cash position, the judgment has not beed paid. Settled Litigation a) On June 25, 2003, an action was commenced in the United States District Court, District of New Jersey, entitled CPG International, N.V. vs. Vertex Interactive, Inc. The action, which demands $406,342, alleges the Company's breach of an Asset Sale and Purchase Agreement pursuant to which the Company acquired various assets related to CPG International's Service business. On March 3, 2004, the action was settled for the sum of $125,000 which was paid on April 30, 2004. The gain on settlement is included in the consolidated statement of operations for the year ended September 30, 2004. F-38 b) On or about October 29, 2004, an action against Vertex was commenced in New York State Supreme Court, New York County, captioned NautaDutilh vs Vertex Interactive, Inc. The action, which demands $434,189, alleges nonpayment by Vertex of attorneys' fees allegedly incurred by Vertex in connection with a potential acquisition transaction and the reorganization of Vertex's foreign business operations. In December 2004, this action was settled for $300,000 and the gain on settlement of approximately $134,000 will be recognized in the three months ended December 31, 2004. PAYROLL OBLIGATIONS As a result of its severe cash constraints (see Note 1 - Going Concern section), the Company had fallen as much as two to three months behind in meeting its payroll obligations to its employees subsequent to September 30, 2002. The Company has been meeting its current payroll obligations, and has attempted to pay overdue employee payroll obligations as cash resources become available. However, in a letter dated April 3, 2003 the New Jersey Department of Labor (N.J.D.O.L.) has assessed the Company a penalty of $154,000 for failure to pay payroll on a timely basis. The Company entered into Consent Order and Agreement with the N.J.D.O.L. to pay down this obligation, starting with an initial payment on April 30, 2004 of $18,000, which the Company has made, and then monthly payments of $30,000 starting on June 1, 2004, which the Company has made, until the balance of the payroll obligations are paid. In addition, a number of former employees of a California based division of Vertex had filed claims with the California Department of Labor for non payment of wages for the second half of July 2002; the final payroll prior to the closing of the division. The Company had disputed the claims, primarily on the basis of the lack of documentation for hours worked during the period. However in July 2003, these claims were heard by the California DOL and the amounts claimed, together with interest and penalties aggregating approximately $100,000 which remain unpaid as of September 30, 2004, were granted to these former employees. Employment Agreements and Other Commitments The Company has employment agreements with certain key employees, which automatically renew on an annual basis, unless otherwise terminated by either party. Such agreements provide for minimum salary levels (approximately $495,000 as of September 30, 2004) as well as for incentive bonuses. As of September 30, 2004, two employees who have employment agreements, are on furlough from the Company, and are not receiving salaries while on furlough, but are receiving Company benefits, with the expectation that they can return when the Company has the financial capability for them to do so. One employee has verbally agreed to accept a lower salary until such time that the Company has the financial capability to increase their salary. On September 27, 1999 the Company entered into a five-year investment banking agreement with MidMark, which requires the Company to pay annual fees of $250,000 per annum. Effective August 13, 2002, concurrent with the resignation of the two Midmark directors from the Vertex Board of Directors, this agreement was terminated. Effective October 1, 1999, Edwardstone & Company ("Edwardstone") entered into an agreement with the Company pursuant to which Edwardstone agreed to provide the services of Messrs. Biermann and Toms to act as the Executive Chairman and Chief Executive Officer of the Company. Such agreement provided for aggregate annual compensation of $600,000 and entitled them to participate in all employee benefit plans sponsored by Vertex in which all other executive officers of Vertex participate. The agreement had an initial five-year term. This agreement was terminated by mutual consent effective September 30, 2002. F-39 On April 24, 2001 the Company entered into an investment banking agreement with Harris, Hoover and Lewis, LLC to provide financial advisory and consulting services with respect to the acquisition of Plus Integration. This agreement provided for a transaction fee of 2% of the value of the acquisition, together with related options, with a minimum transaction fee of $500,000. This agreement was terminated on November 25, 2002 in connection with the general release of all claims in the litigation settlement discussed above. On September 23, 2002, the Company entered into a business advisory and consulting services agreement with Jeffrey Firestone to assist the Company in raising funds. The Company paid an initial retainer of $5,000. When Mr. Firestone raises $1,000,000 on behalf of Vertex, he will be entitled to a monthly retainer of $5,000 for an additional five months. If Mr. Firestone is successful within a three year period in raising $1,000,000 of funds through a private equity offering for Vertex, he is entitled to a cash fee equal to 10% of the proceeds and five year warrants to purchase 10% of the shares and other equity instruments sold through the private equity offering with an exercise price equal to the per share price at which shares were sold in the private equity offering. Mr. Firestone is also entitled to a 3% commission if he introduces Vertex to an entity that in turn raises money for Vertex on a commission basis. On September 30, 2002, Vertex entered into an agreement with Tarshish Capital Markets ("TCM"), an Israel based corporation to provide financial advisory and fund raising services. An initial non-refundable retainer fee was accrued by the Company at September 30, 2002 and was paid in October 2002 in the form of 800,000 shares of Vertex registered common stock, which had an aggregate fair market value of $56,000. The agreement provides for TCM to use its best efforts to raise in excess of $5,000,000 in a private stock offering. If TCM is successful within a three year period, it is entitled to a cash fee equal to 10% of the amount invested in Vertex and five year warrants to purchase 10% of the shares and other equity instruments sold through the private placement with an exercise price equal to the per share price at which shares are sold in the private stock offering. 18. SEGMENT INFORMATION AND INTERNATIONAL OPERATIONS The Company operates in one business segment, which is the design, development, marketing and support of supply chain management solutions. Geographic Area Data The following geographic information presents total revenues, gross profit and identifiable assets for the years ended September 30, 2004, 2003 and 2002 (in thousands): 2004 2003 2002 -------- -------- -------- Revenues North America $ 2,566 $ 4,226 $ 15,495 Europe(1) -- -- 20,640 -------- -------- -------- $ 2,566 $ 4,226 $ 36,135 ======== ======== ======== Gross Profit North America $ 1,279 $ 2,087 $ 6,813 Europe(1) -- -- 5,428 -------- -------- -------- $ 1,279 $ 2,087 $ 12,241 ======== ======== ======== Identifiable assets North America $ 17,400 $ 17,171 $ 18,436 Europe(1) -- -- -- Eliminations (15,652) (15,652) (15,636) -------- -------- -------- $ 1,748 $ 1,519 $ 2,800 ======== ======== ======== F-40 (1) The Company had operated throughout Europe, but principally in the United Kingdom, Germany and Italy. All European operations had either been sold or placed into liquidation (See Note 2) by September 30, 2002. Products and Services Sales to external customers by the three significant product and service line groupings for the years ended September 30, 2004, 2003 and 2002 (in thousands) are as follows: 2004 2003 2002 ------- ------- ------- Point Solutions $ 0 $ 0 $15,022 Enterprise Solutions 84 889 6,926 Service, Maintenance and Other 2,483 3,337 14,187 ------- ------- ------- $ 2,567 $ 4,226 $36,135 ======= ======= ======= Major Customers The Company had no customers that accounted for more than 10% of revenue for the fiscal years 2003 and 2002. In 2004, the Company had two customers that accounted for 35% of revenue. 19. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) The following is a summary of the unaudited quarterly results of operations for the years ended September 30, 2004 and 2003:

F-41

F-42

Filing Compare · CAPE SYSTEMS GROUP, INC