-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DuCKeiC+ZKKGu5exhPd9MGfezDfPPn9k63NUrczcgFp4QDuzowHCNFfzzQxe0Wqt xrc0YVQVDTS8VPRosQT68Q== 0001157523-03-006356.txt : 20031106 0001157523-03-006356.hdr.sgml : 20031106 20031106094729 ACCESSION NUMBER: 0001157523-03-006356 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031106 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDT LEARNING INC CENTRAL INDEX KEY: 0001042291 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 760545043 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13725 FILM NUMBER: 03981123 BUSINESS ADDRESS: STREET 1: 2999 NORTH 44TH STREET STREET 2: SUITE 650 CITY: PHOENIX STATE: AZ ZIP: 85018 BUSINESS PHONE: 6029521200 MAIL ADDRESS: STREET 1: 2999 N 44TH STREET STREET 2: SUITE 650 CITY: PHOENIX STATE: AZ ZIP: 85018 FORMER COMPANY: FORMER CONFORMED NAME: E-DENTIST COM INC DATE OF NAME CHANGE: 20001114 FORMER COMPANY: FORMER CONFORMED NAME: PENTEGRA DENTAL GROUP INC DATE OF NAME CHANGE: 19970822 8-K 1 a4510733.txt EDT LEARNING 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 -------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2003 -------------- EDT Learning, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13725 76-0545043 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation or organization) Identification No.) 2999 North 44th Street, Suite 650, Phoenix, Arizona 85018 (address of principal executive offices) (Zip code) (602) 952-1200 (Registrant's telephone number, including area code) -------------- ================================================================================ ITEM 7. Financial Statements and Exhibits The following exhibit is filed herewith: Exhibit Number Description - -------------------------------------- 99.1 Press release dated November 6, 2003, issued by EDT Learning, Inc. Filed herewith. ITEM 12. Results of Operations and Financial Condition On November 6, 2003, EDT Learning, Inc. ("the Company") reported its fiscal 2004 second quarter results for the period ended September 30, 2003. A copy of the Company's press release is attached as Exhibit 99.1 to this current report. 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 hereunto duly authorized. EDT Learning, Inc. By: /s/ Brian L. Berry ------------------------- Vice President of Finance Date: November 6, 2003 EXHIBIT INDEX Exhibit Number Description of Exhibits - ------- ----------------------- 99.1 Copy of press release issued by EDT Learning on November 6, 2003. EX-99 3 a4510733_ex991.txt EDT LEARNING EXHIBIT 99.1 Exhibit 99.1 EDT Learning, Inc. Announces Fiscal 2004 Second Quarter Results PHOENIX--(BUSINESS WIRE)--Nov. 6, 2003--EDT Learning, Inc. (AMEX:EDT) Second Fiscal Quarter Highlights: -- Completed Private Placement Offering raising $1.5 million using preferred stock. -- Continued increase in revenues from software, maintenance, and hosting. -- Reduced debt and other liabilities by over $1.2 million. -- Added audio conferencing partner providing Web conferencing and audio solution. EDT Learning, Inc., a leading provider of e-Learning solutions and Web collaboration software, today announced results for the fiscal 2004 second quarter and six months ended September 30, 2003. For the three months ended September 30, 2003, total revenues were $1.4 million compared with total revenues of $2.0 million for the three months ended September 30, 2002. The Company reported a net loss of $461,000 for the three months ended September 30, 2003. During the three months ended September 30, 2003, the Company recorded imputed preferred stock dividends of $247,000 and preferred stock dividends of $15,000, bringing the loss available to common shareholders to $723,000, or $0.05 per basic and diluted share. For the three months ending September 30, 2002, the net loss was $354,000, or $0.02 per basic and diluted share. Net loss for the three months ended September 30, 2003, included a one-time, non-cash expense of $252,000 associated with the conversion of Subordinated Notes into the Company's common stock. This was offset by $222,000 of gains on settlement of debt and other obligations. Excluding these amounts, the net loss for the three months ended September 30, 2003, would be $431,000. For the first half of fiscal 2004, total revenues were $2.9 million compared with total revenues of $4.3 million for the first half of fiscal 2003. The Company reported a net loss of $587,000 for the six months ended September 30, 2003. During the six months ended September 30, 2003, the Company recorded imputed preferred stock dividends of $247,000 and preferred stock dividends of $15,000, bringing the loss available to common shareholders to $849,000, or $0.05 per basic and diluted share. For the six months ending September 30, 2002, the net loss was $709,000, or $0.05 per basic and diluted share. Commenting on the financial results, James M. Powers, Jr., president and chief executive officer of EDT Learning, said, "We were successful in achieving many of the goals we set for the quarter, including notably a large reduction in debt and a substantial increase in shareholders' equity. We successfully raised capital and saw our hard work rewarded by modest gains in our stock price. We continue to receive praise from our customers and channel partners over the changes that we made to iLinc(TM), which was an already powerful software product." Dr. Powers continued, "According to industry analyst Frost & Sullivan, the compounded annual growth rate for the Web conferencing industry is expected to be 33% until 2009, and we plan to be a part of that growth. This quarter, we also formed a partnership with an audio conferencing provider that not only adds to the features and functions of our products, but also expands the sales reach of both organizations. Like the Web conferencing market, we see positive trends in the audio conferencing industry and believe that our new partnership with a leading provider of audio conferencing is a natural extension of our iLinc product line. Like the addition of our new audio partner, we plan to continue to add other strategic partners to address changing market demands as well as expand our sales reach." A listen-only simulcast and 30-day replay of EDT Learning's second quarter conference call will be available online through the Company's Web site at www.edtlearning.com or www.fulldisclosure.com beginning at 11:00 a.m. Eastern time today. About EDT Learning, Inc. Headquartered in Phoenix, Arizona, EDT Learning is a leading provider of software and services that help individuals, companies, and organizations communicate more effectively and efficiently. The Company provides its software products and online services to the corporate, government, and education markets in the United States and worldwide through its direct sales efforts and indirect channel network. EDT Learning's online collaboration and development software products include the iLinc(TM) suite, TestLinc(TM), and i-Canvas(TM). EDT Learning also markets its off-the-shelf online library of content that includes an online mini-MBA program co-developed with the Tuck School of Business at Dartmouth College. You can obtain additional information about the iLinc suite and each individual product at http://www.edtlearning.com or by calling 602-952-1200. More About the iLinc(TM) Suite of Products The iLinc Web collaboration software suite is available in both an ASP and license purchase model and is built upon EDT Learning's proven virtual classroom technology that has already provided millions of hours of online training. Since its beginnings in 1994, LearnLinc and MeetingLinc have been installed and operational in corporate, government, and educational organizations in the United States and Internationally. LearnLinc(R), the flagship of EDT Learning's four-product iLinc suite, won first place at the Synchronous e-Learning Shootout held at Online Learning's Conference in the fall of 2002, winning by a vote of training professionals over such other notable companies as WebEx, PlaceWare (now Microsoft Live), and Centra. EDT Learning's award-winning technology boasts one of the most comprehensive feature lists in the industry that includes the use of voice-over-IP and two-way live video. The iLinc suite includes: LearnLinc(TM) - permits live instructor-led training and education over the Internet to remote students replicating the instructor-led environment; MeetingLinc(TM) - facilitates more effective and economical communication through online meetings using voice-over-IP technology to avoid the expense of travel and long-distance charges; ConferenceLinc(TM) - delivers your message more consistently in a one-to-many format replicating professionally managed conferencing events; and SupportLinc(TM) - gives customer service organizations the ability to provide remote hands-on support for products, systems, or software applications. This press release contains information that constitutes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from any future results described within the forward-looking statements. Factors that could contribute to such differences include, the rate of acceptance of e-Learning and changes in the e-Learning market in general, use of the Internet, acceptance of new products, the need for working capital, payments from affiliates, litigation, and other matters more fully disclosed in the Company's annual report on Form 10-K and other reports filed with the Securities and Exchange Commission. The forward-looking information provided herein represents the Company's estimates as of the date of the press release, and subsequent events and developments may cause the Company's estimates to change. The Company specifically disclaims any obligation to update the forward-looking information in the future. Therefore, this forward-looking information should not be relied upon as representing the Company's estimates of its future financial performance as of any date subsequent to the date of this press release. EDT LEARNING, INC. Consolidated Statements of Operations (Unaudited) (In thousands, except per share data) Three Months Ended Six Months Ended September 30, September 30, ------------------ ----------------- 2003 2002 2003 2002 -------- ------- ------- ------- Revenues: Licenses $589 $41 $1,189 $53 Service and maintenance 804 1,100 1,546 2,219 -------- ------- ------- ------- Total e-Learning revenue 1,393 1,141 2,735 2,272 Dental contract revenue 34 821 117 1,993 -------- ------- ------- ------- Total revenues 1,427 1,962 2,852 4,265 -------- ------- ------- ------- Operating expenses: Research and development 644 931 1,209 1,838 Sales and marketing 399 491 711 851 General and administrative 425 722 1,013 1,435 Depreciation and amortization 96 452 203 933 Total operating expenses 1,564 2,596 3,136 5,057 -------- ------- ------- ------- Loss from operations (137) (634) (284) (792) Interest expense (309) (411) (660) (824) Interest income and other 15 56 21 92 Gain on termination of service agreements with Affiliated Practices -- 635 14 815 Gain (loss) on settlement of debt and other obligations (30) -- 322 -- -------- ------- ------- ------- Loss before income taxes (461) (354) (587) (709) Income tax expense -- -- -- -- -------- ------- ------- ------- Net loss (461) (354) (587) (709) Preferred stock dividends (15) -- (15) -- Imputed preferred stock dividends (247) -- (247) -- -------- ------- ------- ------- Loss Available to Common Stockholders $(723) $(354) $(849) $(709) ======== ======= ======= ======= Net loss per share - basic and diluted $(0.05) $(0.02) $(0.05) $(0.05) ======== ======= ======= ======= Number of shares used in calculation of loss per share - basic and diluted 16,025 16,637 15,911 15,572 ======== ======= ======= ======= EDT LEARNING, INC. AND SUBSIDIARIES Consolidated Balance Sheets (In thousands, except per share data) Sept. 30, March 31, 2003 2003 ------- ------- ASSETS (Unaudited) Current assets: Cash and cash equivalents $578 $409 Accounts receivable, net 986 675 Notes receivable, net 410 270 Prepaid expenses and other current assets 111 33 ------- ------- Total current assets 2,085 1,387 Property and equipment, net 393 485 Goodwill 8,953 8,823 Intangible assets, net 1,184 1,346 Notes receivable, net 172 326 Other assets 58 56 ------- ------- Total Assets $12,845 $12,423 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $446 $728 Accounts payable and accrued liabilities 1,993 2,040 Current portion of capital lease liabilities 404 462 Current portion of deferred revenue 629 817 ------- ------- Total current liabilities 3,472 4,047 Long-term debt, less current maturities, net of discount of $1,924 and $2,038, respectively 5,186 5,863 Capital lease liabilities, less current maturities 34 193 ------- ------- Total liabilities 8,692 10,103 ------- ------- Commitments and contingencies Shareholders' equity: Convertible preferred stock, $0.001 par value, 10,000,000 shares authorized, 150,000 and 0 issued, respectively -- -- Common stock, $0.001 par value, 40,000,000 shares authorized, 18,614,726 and 17,018,184 issued, respectively 19 17 Accumulated deficit (30,149) (29,300) Additional paid-in capital 35,534 32,854 Less: Treasury stock (1,251) (1,251) ------- ------- Total shareholders' equity 4,153 2,320 ------- ------- Total Liabilities and Shareholders' Equity $12,845 $12,423 ======= ======= CONTACT: EDT Learning, Inc., Phoenix James M. Powers, Jr. or Brian L. Berry, 602-952-1200 -----END PRIVACY-ENHANCED MESSAGE-----