UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
November
21, 2013
(November
21, 2013)
Date
of Report (Date of earliest event reported)
Sonic
Foundry, Inc.
(Exact
name of registrant as specified in its charter)
Maryland |
1-14007 |
39-1783372 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
222 W. Washington Ave Madison, WI 53703 |
(608) 443-1600 |
(Address of principal executive offices) |
(Registrant's telephone number) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On November 21, 2013, Sonic Foundry, Inc. reported financial results for the fiscal quarter and year ended September 30, 2013. See attached press release at exhibit 99.1.
Item 8.01 Other Events
On November 21, 2013, Sonic Foundry issued two press releases announcing that it had entered into non-binding term sheets to purchase the remaining shares of stock in Mediasite K.K., and to acquire MediaMission, the marketing leading enterprise video providers in Japan and the Netherlands. With these agreements, Sonic Foundry expects to significantly expand its global market reach in the Asia-Pacific region and Europe, and accelerate the company's commitment to enterprise video communications world-wide. See attached press releases at exhibit 99.2 and 99.3.
The information in this Report on Form 8-K (including the exhibits) is furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits |
99.1 | Press release concerning financial results for the fiscal quarter and year ended September 30, 2013. |
EXHIBIT LIST
NUMBER |
DESCRIPTION |
|
99.1 | Press release concerning financial results for the fiscal quarter and year ended September 30, 2013. | |
99.2 | Press release concerning Sonic Foundry Agrees to Acquire Japanese Enterprise Video Company, Mediasite K.K. | |
99.3 |
Press release concerning Sonic Foundry Agrees to Acquire MediaMission, a Netherlands Enterprise Video Company. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Sonic Foundry, Inc. |
||||
(Registrant) |
||||
|
November 21, 2013 | By: |
/s/ Kenneth A. Minor |
|
Kenneth A. Minor |
||||
Chief Financial Officer |
Exhibit 99.1
Sonic Foundry Reports Fourth Quarter and Fiscal 2013 Results
MADISON, Wis.--(BUSINESS WIRE)--November 21, 2013--Sonic Foundry, Inc. (NASDAQ: SOFO), the trusted market leader for video management and academic, enterprise and event webcasting, today announced financial results for its fiscal 2013 fourth quarter ended September 30, 2013.
2013 Fiscal Fourth Quarter
2013 Fiscal Year
Non-GAAP income increased significantly, impacted by growing demand for the Company’s new software component to the Mediasite solution. My Mediasite is sold as an annual license and therefore recognizable as revenue over the course of the license rather than when sold. Non-GAAP net income primarily excludes all non-cash related expenses of stock compensation, depreciation, amortization, provision for income taxes and includes the cash impact of billings not recognized as revenue. Reconciliation between GAAP and non-GAAP results is provided at the end of this press release.
At September 30, 2013, $7.1 million of revenue was deferred, of which the company expects to realize approximately $2.5 million in the quarter ending December 31, 2013. Revenue from service contracts is recognized over the life of the contract. Services revenue includes Mediasite customer support contracts as well as training, installation, rental, event and content hosting services.
Services billings for fiscal 2013 were $15.0 million, an increase of 15 percent over fiscal 2012. Support and maintenance billings were $8.6 million, up 18 percent from $7.2 million in fiscal 2012, and event services and hosting billings totaled $6.4 million, up 11 percent from $5.8 million in fiscal 2012.
International product and service billings accounted for 29 percent of overall billings, compared to 27 percent in fiscal 2012. In both fiscal 2013 and fiscal 2012, 81 percent of billings were to preexisting customers, with 58 percent to education customers and 31 percent to corporate for fiscal 2013.
If Sonic Foundry’s fiscal 2013 results were adjusted to include the results of the two announced planned acquisitions, Mediasite K.K. and MediaMission, for their last reported fiscal years, the Company would have reported pro forma results of approximately $38 million in billings, $37 million revenue and net income of $0.3 million. This pro forma view converts local currency (¥ and €) to U.S. $ at the average rate in effect in each quarter. In order to provide the most consistent and transparent guidance, the Company adjusted the currency conversions in the pro forma to reflect the rates in effect as of November 20. Both acquisitions are accretive and results in approximately $36.7 million in billings, $35.3 million revenue and net income of break even. This is the base from which will be used to estimate growth in fiscal 2014.
The Company is continuing to model revenue growth expectations as two components: growth from the core customer base, including recurring support revenue and incremental product purchases, and growth from large new customer opportunities which have multi-year sales cycles. Sonic Foundry’s outlook for billings growth in fiscal 2014 is 13% over the Company’s fiscal 2013 pro forma results as described above. Accordingly, and after further adjusting expectations for no billings impact from acquisitions in our fiscal 2014 first quarter, the Company anticipates billings in fiscal 2014 of approximately $39 million, assuming a constant currency exchange rate in effect November 20, 2013. Revenue for very large new customer opportunities is expected to add between $300 thousand and $2 million, based on the timing of these large and complex projects. In reporting results in each quarter of fiscal 2014, we will show both standard GAAP reporting which requires currency adjustments in each quarter and the pro forma results which use the fixed currency rate.
Net income, including results of acquisitions in fiscal 2014 will be impacted by the timing of the transactions, the fact that Sonic Foundry already records 26% of net income from Mediasite K.K. and the impact of transaction costs. Including these factors, the Company anticipates fiscal 2014 pre-tax earnings will be between 4-5% of revenues. Transaction costs are expected to primarily impact the fiscal quarter ending December 31, 2013 and approximate $450 thousand.
“The past 18 months have been the most powerful time for innovations in the history of Sonic Foundry. We prepared ourselves for the future based on our analysis of market trends and customer needs, are entering into term sheets to acquire two strong international companies, and are facing an enterprise video market poised for compounded growth. We believe all of these factors put us in the strongest position we’ve been in as a company, and we remain confident that we are well positioned to continue with strong performance and drive long-term shareholder value,” said Gary Weis, Chief Executive Officer of Sonic Foundry.
Sonic Foundry will host a corporate webcast today for analysts and investors to discuss its fiscal 2013 fourth quarter results at 3:30 p.m. CT / 4:30 p.m. ET. It will use its patented rich media communications system, Mediasite, to webcast the presentation for both live and on-demand viewing. To access the presentation, register at www.sonicfoundry.com/earnings. An archive of the webcast will be available for 90 days.
EXPLANATION OF NON-GAAP MEASURES
To supplement our financial results presented on a GAAP basis, we use a measure of non-GAAP net income or loss in our financial presentation, which excludes certain non-cash costs and includes certain cash billings not recognized as revenue for GAAP purposes. Our non-GAAP financial measure is not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. These non-GAAP measures are among the factors management uses in planning for and forecasting future periods. Management also believes that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results and future prospects in the same manner as management and in comparing financial results across accounting periods and to those of peer companies. Our non-GAAP financial measures reflect adjustments based on the following items:
About Sonic Foundry®, Inc.
Sonic Foundry (NASDAQ: SOFO) is the trusted market leader for enterprise webcasting solutions, providing video content management and distribution for education, business and government. Powered by the patented Mediasite webcasting platform and webcast services of Mediasite Events, the company empowers people to advance how they share knowledge online, using video webcasts to bridge time and distance, enhance learning outcomes and improve performance.
Certain statements contained in this news release regarding matters that are not historical facts may be forward-looking statements. Because such forward-looking statements include risks and uncertainties, actual results may differ materially from those expressed in or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, uncertainties pertaining to continued market acceptance for Sonic Foundry's products, its ability to succeed in capturing significant revenues from media services and/or systems, the effect of new competitors in its market, integration of acquired business and other risk factors identified from time to time in its filings with the Securities and Exchange Commission.
Sonic Foundry, Inc. |
||||||||
Condensed Consolidated Balance Sheets |
||||||||
(in thousands, except for share data) |
||||||||
September 30, | ||||||||
2013 | 2012 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 3,482 | $ | 4,478 | ||||
Accounts receivable, net of allowances of $90 and $85 | 6,885 | 5,578 | ||||||
Inventories | 1,447 | 1,053 | ||||||
Prepaid expenses and other current assets | 805 | 757 | ||||||
Total current assets | 12,619 | 11,866 | ||||||
Property and equipment: | ||||||||
Leasehold improvements | 852 | 852 | ||||||
Computer equipment | 5,296 | 3,851 | ||||||
Furniture and fixtures | 581 | 865 | ||||||
Total property and equipment | 6,729 | 5,568 | ||||||
Less accumulated depreciation and amortization | 3,449 | 2,624 | ||||||
Net property and equipment | 3,280 | 2,944 | ||||||
Other assets: | ||||||||
Goodwill | 7,576 | 7,576 | ||||||
Investment in Mediasite KK | 385 | 420 | ||||||
Software development costs, net of amortization of $75 | 458 | |||||||
Other intangibles, net of amortization of $135 and $180 | 15 | 15 | ||||||
Total assets | $ | 24,333 | $ | 22,821 | ||||
Liabilities and stockholders' equity | ||||||||
Current liabilities: | ||||||||
Revolving line of credit | $ | - | $ | - | ||||
Accounts payable | 1,513 | 1,604 | ||||||
Accrued liabilities | 1,204 | 850 | ||||||
Unearned revenue | 6,470 | 5,284 | ||||||
Current portion of capital lease obligations | 223 | 129 | ||||||
Current portion of notes payable | 634 | 667 | ||||||
Total current liabilities | 10,044 | 8,534 | ||||||
Long-term portion of unearned revenue | 648 | 349 | ||||||
Long-term portion of capital lease obligations | 149 | 131 | ||||||
Long-term portion of notes payable | 133 | 766 | ||||||
Other liabilities | 445 | 532 | ||||||
Deferred tax liability | 2,210 | 1,970 | ||||||
Total liabilities | 13,629 | 12,282 | ||||||
Commitments and contingencies | ||||||||
Stockholders' equity: | ||||||||
Preferred stock, $.01 par value, authorized 500,000 shares; none issued | ─ | ─ | ||||||
5% Preferred stock, Series B, voting, cumulative, convertible, |
─ |
─ |
||||||
Common stock, $.01 par value, authorized 10,000,000 shares; |
40 |
39 |
||||||
Additional paid-in capital | 190,653 | 189,459 | ||||||
Accumulated deficit | (179,556 | ) | (178,764 | ) | ||||
Accumulated other comprehensive loss | (238 | ) | - | |||||
Receivable for common stock issued | (26 | ) | (26 | ) | ||||
Treasury stock, at cost, 12,716 shares | (169 | ) | (169 | ) | ||||
Total stockholders' equity | 10,704 | 10,539 | ||||||
Total liabilities and stockholders' equity | $ | 24,333 | $ | 22,821 |
Sonic Foundry, Inc. |
||||||||
Condensed Consolidated Statements of Operations |
||||||||
(in thousands, except for share and per share data) |
||||||||
Years Ended September 30, | ||||||||
2013 |
2012 |
|||||||
Revenue: | ||||||||
Product | $ | 13,588 | $ | 12,385 | ||||
Services | 13,933 | 13,409 | ||||||
Other | 235 | 296 | ||||||
Total revenue | 27,756 | 26,090 | ||||||
Cost of revenue: | ||||||||
Product | 6,215 | 5,883 | ||||||
Services | 1,481 | 1,363 | ||||||
Total cost of revenue | 7,696 | 7,246 | ||||||
Gross margin | 20,060 | 18,844 | ||||||
Operating expenses: | ||||||||
Selling and marketing | 13,079 | 11,841 | ||||||
General and administrative |
3,343 |
2,815 | ||||||
Product development |
4,276 |
4,079 | ||||||
Total operating expenses | 20,698 | 18,735 | ||||||
Income (loss) from operations | (638 | ) | 109 | |||||
Equity in earnings from investment in Mediasite KK | 209 | 420 | ||||||
Interest expense | (127 | ) | (152 | ) | ||||
Other income, net | 4 | 20 | ||||||
Total other income, net | 86 | 288 | ||||||
Income (loss) before income taxes | (552 | ) | 397 | |||||
Provision for income taxes | (240 | ) | (240 | ) | ||||
Net income (loss) | $ | (792 | ) | $ | 157 | |||
Income (loss) per common share: | ||||||||
Basic net income (loss) per common share | $ | (0.20 | ) | $ | 0.04 | |||
Diluted net income (loss) per common share | $ | (0.20 | ) | $ | 0.04 | |||
Weighted average common shares |
||||||||
– Basic |
3,932,692 | 3,857,161 | ||||||
– Diluted |
3,932,692 | 3,907,888 |
Non-GAAP Consolidated Statements of Operations |
||||||||||||||||||||||||
(in thousands, except for per share data) |
||||||||||||||||||||||||
Fiscal Quarter Ended | Fiscal Quarter Ended | |||||||||||||||||||||||
September 30, 2013 | September 30, 2012 | |||||||||||||||||||||||
GAAP | Adj(1) | Non-GAAP | GAAP | Adj(1) | Non-GAAP | |||||||||||||||||||
Revenues | $ | 6,761 | $ | 547 | $ | 7,308 | $ | 6,219 | $ | (73 | ) | $ | 6,146 | |||||||||||
Cost of revenue | 1,869 | - | 1,869 | 1,722 | - | 1,722 | ||||||||||||||||||
Total operating expenses | 5,474 | (450 | ) | 5,024 | 4,683 | (397 | ) | 4,286 | ||||||||||||||||
Income (loss) from operations | (582 | ) | 997 | 415 | (186 | ) | 324 | 138 | ||||||||||||||||
Equity investment in earnings from Mediasite KK | 30 | - | 30 | 170 | - | 170 | ||||||||||||||||||
Other expense, net | (54 | ) | - | (54 | ) | (27 | ) | - | (27 | ) | ||||||||||||||
Provision for income taxes | (60 | ) | 60 | - | (60 | ) | 60 | - | ||||||||||||||||
Net income (loss) | $ | (666 | ) | $ | 1,057 | $ | 391 | $ | (103 | ) | $ | 384 | $ | 281 | ||||||||||
Basic and diluted net income per common share | $ | (0.17 | ) | $ | 0.27 | $ | 0.10 | $ | (0.03 | ) | $ | 0.10 | $ | 0.07 | ||||||||||
(1) Adjustments consist of the following: |
||||||||||||||||||||||||
Billings | $ | 547 | $ | (73 | ) | |||||||||||||||||||
Depreciation and amortization | 290 | 246 | ||||||||||||||||||||||
Non-cash tax provision | 60 | 60 | ||||||||||||||||||||||
Stock-based compensation(2) | 160 | 151 | ||||||||||||||||||||||
Total non-GAAP adjustments | $ | 1,057 | $ | 384 | ||||||||||||||||||||
(2) Stock-based compensation is included in the following GAAP operating expenses: | ||||||||||||||||||||||||
Selling and marketing | $ | 101 | $ | 97 | ||||||||||||||||||||
General and administrative | 10 | 8 | ||||||||||||||||||||||
Product development | 49 | 46 | ||||||||||||||||||||||
Total stock-based compensation | $ | 160 | $ | 151 |
Non-GAAP Consolidated Statements of Operations |
||||||||||||||||||||||||
(in thousands, except for per share data) |
||||||||||||||||||||||||
Fiscal Year Ended | Fiscal Year Ended | |||||||||||||||||||||||
September 30, 2013 | September 30, 2012 | |||||||||||||||||||||||
GAAP | Adj(1) | Non-GAAP | GAAP | Adj(1) | Non-GAAP | |||||||||||||||||||
Revenues | $ | 27,756 |
$ |
1,485 |
$ | 29,241 | $ | 26,089 |
$ |
(385 |
) |
$ | 25,704 | |||||||||||
Cost of revenue | 7,696 | - | 7,696 | 7,246 | - | 7,246 | ||||||||||||||||||
Total operating expenses | 20,698 | (1,776 | ) | 18,922 | 18,734 | (1,641 | ) | 17,093 | ||||||||||||||||
Income (loss) from operations | (638 | ) | 3,261 | 2,623 | 109 | 1,256 | 1,365 | |||||||||||||||||
Equity investment in earnings from Mediasite KK | 209 | - | 209 | 420 | - | 420 | ||||||||||||||||||
Other expense, net | (123 | ) | - | (123 | ) | (132 | ) | - | (132 | ) | ||||||||||||||
Provision for income taxes | (240 | ) | 240 | - | (240 | ) | 240 | - | ||||||||||||||||
Net income (loss) | $ | (792 | ) | $ | 3,501 | $ | 2,709 | $ | 157 | $ | 1,496 | $ | 1,653 | |||||||||||
Basic and diluted net income per common share | $ | (0.20 | ) | $ | 0.88 | $ | 0.68 | $ | 0.04 | $ | 0.39 | $ | 0.43 | |||||||||||
(1) Adjustments consist of the following: |
||||||||||||||||||||||||
Billings | $ | 1,485 | $ | (385 | ) | |||||||||||||||||||
Depreciation and amortization | 1,131 | 899 | ||||||||||||||||||||||
Non-cash tax provision | 240 | 240 | ||||||||||||||||||||||
Stock-based compensation(2) | 645 | 742 | ||||||||||||||||||||||
Total non-GAAP adjustments | $ | 3,501 | $ | 1,496 | ||||||||||||||||||||
(2) Stock-based compensation is included in the following GAAP operating expenses: | ||||||||||||||||||||||||
Selling and marketing | $ | 418 | $ | 485 | ||||||||||||||||||||
General and administrative | 39 | 43 | ||||||||||||||||||||||
Product development | 188 | 214 | ||||||||||||||||||||||
Total stock-based compensation | $ | 645 | $ | 742 |
Sonic Foundry, Inc. |
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Condensed Consolidated Statements of Cash Flows |
||||||||
(in thousands) |
||||||||
Years Ended September 30, | ||||||||
2013 |
2012 |
|||||||
Operating activities | ||||||||
Net income (loss) |
$ |
(792 |
) |
$ | 157 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
Equity in earnings from investment in Mediasite KK | (209 | ) | (420 | ) | ||||
Amortization of other intangibles |
|
20 |
75 | |||||
Amortization of software development costs | 75 | |||||||
Depreciation and amortization of property and equipment | 1,111 | 855 | ||||||
Provision for doubtful accounts | 20 | (5 | ) | |||||
Deferred taxes | 240 | 240 | ||||||
Stock-based compensation expense related to stock options | 656 | 742 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (1,327 | ) | 226 | |||||
Inventories | (394 | ) | (517 | ) | ||||
Prepaid expenses and other assets | (48 | ) | (17 | ) | ||||
Accounts payable, accrued liabilities and other long-term liabilities | 176 | (601 | ) | |||||
Unearned revenue | 1,485 | (385 | ) | |||||
Net cash provided by operating activities | 1,013 | 350 | ||||||
Investing activities | ||||||||
Capitalization of software development costs | (533 | ) | - | |||||
Purchases of property and equipment | (1,162 | ) | (1,456 | ) | ||||
Net cash used in investing activities | (1,695 | ) | (1,456 | ) | ||||
Financing activities | ||||||||
Proceeds from notes payable | - | 1,200 | ||||||
Payments on notes payable | (666 | ) | (1,390 | ) | ||||
Payments of loan fees | (20 | ) | (20 | ) | ||||
Proceeds from issuance of common stock | 75 | 134 | ||||||
Proceeds from exercise of common stock warrants and options | 448 | 245 | ||||||
Dividends from investment in Mediasite KK | 22 | - | ||||||
Payments on capital leases | (173 | ) | (100 | ) | ||||
Net cash provided by (used in) financing activities | (314 | ) | 69 | |||||
Net decrease in cash and cash equivalents | (996 | ) | (1,037 | ) | ||||
Cash and cash equivalents at beginning of period | 4,478 | 5,515 | ||||||
Cash and cash equivalents at end of period | $ | 3,482 | $ | 4,478 | ||||
Supplemental cash flow information: | ||||||||
Interest paid |
$ |
92 |
$ | 120 | ||||
Non-cash transactions: | ||||||||
Property and equipment financed by accounts payable, accrued liabilities or capital lease | 345 | 752 | ||||||
Comprehensive loss attributable to equity method investment in MSKK | 238 | - |
CONTACT:
Sonic Foundry, Inc.
Tammy Jackson, 608.770.9052
For
media relations: tammy@sonicfoundry.com
or
For investor
inquiries: investor@sonicfoundry.com
Exhibit 99.2
Sonic Foundry Agrees to Acquire Japanese Enterprise Video Company, Mediasite K.K.
One of two announcements that reinforce company’s international market leadership in video communications
MADISON, Wis.--(BUSINESS WIRE)--November 21, 2013--Sonic Foundry, Inc. (NASDAQ: SOFO), the trusted leader for video content management and webcasting solutions, announced today that the company has entered into non-binding term sheets to purchase the remaining shares of stock in Mediasite K.K., and to acquire MediaMission, the market leading enterprise video providers in Japan and the Netherlands. With these agreements, Sonic Foundry expects to significantly expand its global market reach in the Asia-Pacific region and Europe, and accelerate the company's commitment to enterprise video communications world-wide.
Sonic Foundry saw a 43% growth in billings in Japan and a 25% growth in international billings overall in fiscal year 2013. The company believes the acquisition of Mediasite K.K. will highlight operational synergies of the combined organizations by bringing a larger geographic and cloud footprint; allowing the company to better align with customers globally; providing follow-the-sun customer support; and further driving global sales.
The worldwide market for enterprise streaming solutions totaled $574 million in 2012 and is poised for continued growth, according to Wainhouse Research. The analyst firm projects the market will expand at a compounded annual rate exceeding 20% for the next five years with total annual revenues for enterprise streaming solutions passing the $1 billion threshold in 2016.
Mediasite K.K. is a Sonic Foundry partner, and a company Sonic Foundry has had a minority ownership interest in since 2001. In 2011 the company received the Japan e-Learning Award from the Ministry of Education, Culture, Sports, Science & Technology for innovations in using webcasting solutions for cancer education along with Tsukuba University.
In addition to higher education, Mediasite K.K. also has built a strong and successful corporate and events customer base, including the second largest pharmaceutical company in Japan, Otsuka Pharmaceutical Co Ltd.; Sanofi K.K.; Nippon Steel Sumitomo Metal; Ernst & Young ShinNihon; Hakuhodo Inc.; Toshiba Solutions Corporation; and Mazda Motor Corporation, which has been using Mediasite since 2006 to strengthen internal communication.
“We looked for a system that would enable employees to easily operate with minimum maintenance requirement. That was Mediasite,” said Kazuo Niide, Office Systems Infrastructure System Department, Mazda Motor Corporation. “We were very impressed with the simple design and ease of operation. Now many employees use Mediasite for communication purposes.”
"I am so pleased to reach the agreement with Sonic Foundry,” said Shuichi Murakami, Chairman of the board of Mediasite K.K. "The management consolidation with Sonic Foundry allows us to increase customer satisfaction, expand our support capabilities and foster greater adoption of video technology."
“Mediasite K.K.’s success in bringing video applications to a growing number of customers is testament to the upward momentum of big global trends in enterprise video management. The company complements our existing strategy to enhance communication through the power of video,” said Gary Weis, Chief Executive Officer, Sonic Foundry. “Mediasite K.K. has long been a valuable partner to Sonic Foundry, and I personally compliment Shuichi Murakami and his team for their success in the Japanese market for more than a decade.”
Terms
Sonic Foundry will pay approximately ¥585 million ($5.85 million) for the remaining stock in Mediasite K.K., comprised of equal components of approximately $1.95 million cash, subordinated note payable in one year and value in shares of Sonic Foundry. Mediasite K.K. recorded revenue in their fiscal year ended March 31, 2013 of ¥791 million or $9.6 million using the average conversion rate during the year, and pretax income of ¥163 million or $2.0 million. Had the acquisition of Mediasite K.K. occurred at the beginning of their fiscal year, Sonic Foundry would have recorded additional revenue of $8.2 million, after eliminating Sonic Foundry sales to Mediasite K.K. Additional details can be found in Sonic Foundry’s Annual report on Form 10-K, which will be filed in December. The transaction, which is subject to execution of a definitive stock purchase agreement and customary closing conditions, is expected to close within the next 90 days.
Investor Webcast
Sonic Foundry will discuss this announcement and its acquisition of MediaMission during its quarterly investor webcast today at 3:30 p.m. CT/4:30 p.m. ET. To access the presentation, go to sonicfoundry.com/earnings. An archive of the conference call will be available for 90 days.
About Mediasite K.K.
Mediasite K.K. is a strategic partner of Sonic Foundry and the sole distributor of Mediasite in Japan. As market leader with over 250 customers, including 100 from higher education, Mediasite K.K.'s mission is to demonstrate the power of enterprise video creation and management to more organizations in Japan.
About Sonic Foundry®, Inc.
Sonic Foundry (NASDAQ: SOFO) is the trusted market leader for enterprise webcasting solutions, providing video content management and distribution for education, business and government. Powered by the patented Mediasite webcasting platform and webcast services of Mediasite Events, the company empowers people to advance how they share knowledge online, using video webcasts to bridge time and distance, enhance learning outcomes and improve performance.
© 2013 Sonic Foundry, Inc. Product and service names mentioned herein are the trademarks of Sonic Foundry, Inc. or their respective owners.
CONTACT:
Sonic Foundry, Inc.
Press Contacts:
Tammy
Jackson, 608.770.9052
tammy@sonicfoundry.com
Nicole Wise,
608.237.8678
nicolew@sonicfoundry.com
Exhibit 99.3
Sonic Foundry Agrees to Acquire MediaMission, a Netherlands Enterprise Video Company
One of two announcements that reinforce company’s international market leadership in video communications
MADISON, Wis.--(BUSINESS WIRE)--November 21, 2013--Sonic Foundry, Inc. (NASDAQ: SOFO), the trusted leader for video content management and webcasting solutions, announced today that the company has entered into non-binding term sheets to acquire MediaMission, and to purchase the remaining shares of stock in Mediasite K.K., the market leading education and enterprise video providers in the Netherlands and Japan. With these agreements, Sonic Foundry expects to significantly expand its global market reach in Europe and the Asia-Pacific region, and accelerate the company's commitment to enterprise video communications world-wide.
Sonic Foundry, which has seen a 25% growth in international billings, believes the acquisition of MediaMission will provide operational synergies between the combined organizations by leveraging a larger geographic and cloud footprint; allowing the company to better align with customers globally; providing follow-the-sun customer support; and further driving global sales.
“Sonic Foundry’s commitment to a global customer base will provide the support we need to expand our combined footprint in Europe, focus on new product offerings and tailor new business models to drive more business,” said Robert Jan Brouwer, co-founder, MediaMission. “It is our mission to make online video communication easy to use and produce in the enterprise and education. I look forward to this deeper partnership with Sonic Foundry as we work together to realize a shared vision of providing scalable, secure and streamlined video content management solutions.”
MediaMission, founded as a Sonic Foundry partner in 2004, has been a catalyst for the rapid adoption of large-scale, enterprise-wide academic video programs in the region’s largest universities, including TU Delft.
“TU Delft’s Collegerama, powered by Mediasite, is home to 15,000 hours of video, is a member of edX and a model for universities around the world who are looking to realize their campus wide video content management strategies. The program would not be what it is today without the vision and partnership of MediaMission and Sonic Foundry,” said Leon Huijbers, NewMedia Centre, TU Delft.
"Sonic Foundry has always taken our customers and us seriously when we give feedback on how we use Mediasite here in Europe. They take time to listen and understand our specific requirements and we see our feature requests come into the product update after update,” said Tom van Buren, co-founder, MediaMission. “We look forward to having the opportunity to work even more closely with the dedicated, passionate and talented technical team at Sonic Foundry to bring more exciting improvements to products and services that are geared to our European market.”
“Working beside MediaMission for the past decade has been a true honor, and we look forward to welcoming them as part of our team,” said Gary Weis, Chief Executive Officer, Sonic Foundry. “Robert Jan’s and Tom’s leadership and innovation have enabled MediaMission to redefine academic and enterprise video in the Netherlands, and the company shares our vision of creating world-class customer experiences as we take on new global markets.”
Terms
Sonic Foundry will pay €1.1 million for all the outstanding stock in MediaMission Holding B.V., comprised of €330,000 cash, €495,000 subordinated note payable over three years and €275,000 in shares of Sonic Foundry stock. MediaMission recorded revenues for the year ended December 31, 2012 of €1.3 million with pretax income of €32,000. Had the acquisition of MediaMission occurred on or before January 1, 2012, Sonic Foundry would have recorded approximately $1.0 million of additional revenue, during the calendar year ended December 31, 2012. Additional details will be found in Sonic Foundry’s Annual Report on Form 10-K, which will be filed in December 2013. The transaction, which is subject to execution of a definitive stock purchase agreement and customary closing conditions, is expected to close within the next 45 days.
Investor Webcast
Sonic Foundry will discuss this announcement and its acquisition of Mediasite K.K. during its quarterly investor webcast today at 3:30 p.m. CT/4:30 p.m. ET. To access the presentation, go to sonicfoundry.com/earnings. An archive of the conference call will be available for 90 days.
About MediaMission
The first European reseller for Mediasite by Sonic Foundry, MediaMission (www.mediamission.nl) is a master distributor of Mediasite for The Netherlands based in De Bilt. In the last decade MediaMission has enabled Mediasite use at more then twenty higher education institutions including 10 universities. Together with clients, partners and preferred suppliers, the company innovates existing infrastructure and assets for the easy production, distribution and use of rich video. Because of it’s wide knowledge of education, information transmittal, IT and comparative media studies, MediaMission is in a unique position to make implementations of large scale rich media presentations possible.
About Sonic Foundry®, Inc.
Sonic Foundry (NASDAQ: SOFO) is the trusted market leader for enterprise webcasting solutions, providing video content management and distribution for education, business and government. Powered by the patented Mediasite webcasting platform and webcast services of Mediasite Events, the company empowers people to advance how they share knowledge online, using video webcasts to bridge time and distance, enhance learning outcomes and improve performance.
© 2013 Sonic Foundry, Inc. Product and service names mentioned herein are the trademarks of Sonic Foundry, Inc. or their respective owners.
CONTACT:
Sonic Foundry, Inc.
Tammy Jackson, 608.770.9052
tammy@sonicfoundry.com
or
Nicole
Wise, 608.237.8678
nicolew@sonicfoundry.com