-----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, KTAg30V+Smc54TCHZt9CKc0B38hHwuC4HX3kPrmB7uj8K/qqQ+dbihc8kxizPUUQ z4W16r0I9/gYMYZHRGQIzQ== 0001144204-07-042767.txt : 20070814 0001144204-07-042767.hdr.sgml : 20070814 20070814084317 ACCESSION NUMBER: 0001144204-07-042767 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070814 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070814 DATE AS OF CHANGE: 20070814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOWPOINT INC CENTRAL INDEX KEY: 0000746210 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 770312442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25940 FILM NUMBER: 071051375 BUSINESS ADDRESS: STREET 1: 225 LONG AVENUE CITY: HILLSIDE STATE: NJ ZIP: 07205 BUSINESS PHONE: 8054828277 MAIL ADDRESS: STREET 1: 225 LONG AVENUE CITY: HILLSIDE STATE: NJ ZIP: 07205 FORMER COMPANY: FORMER CONFORMED NAME: WIRE ONE TECHNOLOGIES INC DATE OF NAME CHANGE: 20000606 FORMER COMPANY: FORMER CONFORMED NAME: VIEW TECH INC DATE OF NAME CHANGE: 19950418 FORMER COMPANY: FORMER CONFORMED NAME: VIEWTECH INC DATE OF NAME CHANGE: 19950418 8-K 1 v084441_8k.htm
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) August 14, 2007

Glowpoint, Inc.
(Exact name of registrant as specified in its Charter)

Delaware
0-25940
77-0312442
(State or other jurisdiction
(Commission
(I.R.S Employer
of incorporation)
File Number)
Identification No.)

225 Long Avenue Hillside, NJ
 
07205
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code (312) 235-3888
 
Not Applicable
(Former name or former address, if changed since last report)
 


ITEM 2.02 RESULTS OF OPERATION AND FINANCIAL CONDITION.

On August 14, 2007, Glowpoint, Inc. (the “Company”) issued a press release announcing the filing of its quarterly report on Form 10-Q for the period ending June 30, 2007. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in this Current Report on Form 8-K, including the exhibit, is provided under Item 2.02 of Form 8-K and shall not be deemed (i) “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section or (ii) to be incorporated by reference into the filings of the registrant under the Securities Act of 1933 regardless of any general incorporation language in such filings.

ITEM 8.01 OTHER EVENTS

The Company will host a conference call at 4:30 p.m. EDT on Tuesday, August 14, 2007 to discuss its results for the six and three month periods ending June 30, 2007. Interested participants should call (866) 831-6247 and use passcode 91839909. International participants should call (617) 213-8856 and use the same passcode.  A recording of the conference call will be available beginning August 14, 2007 and will remain archived through September 21, 2007. To listen to the playback, please call (888) 286-8010 and use passcode 78726699. For the international playback, dial (617) 801-6888 and use the same passcode.
 
This call is being audio webcast by Thomson Financial and can be accessed at Glowpoint's website at http://www.glowpoint.com. The audio webcast will also be distributed over Thomson Financial's Investor Distribution Network to both institutional and individual investors. Individual investors can listen to the call through Thomson Financial's individual investor center at http://www.earnings.com or by visiting any of the investor sites in Thomson Financial's Individual Investor Network, such as America Online's Personal Finance Channel, Fidelity Investments® (www.fidelity.com), and others. Institutional investors can access the call via Thomson Financial's password-protected event management site, StreetEvents: http://www.streetevents.com.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Businesses Acquired. Not Applicable.

(b) Pro Forma Financial Information. Not Applicable.

(c) Exhibits

Exhibit No.
 
Description
Exhibit 99.1
 
Press release, dated August 14, 2007.
 


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.
     
 
GLOWPOINT, INC.
 
 
 
 
 
 
Date: August 14, 2007 BY:  /s/ Michael Brandofino
 
Michael Brandofino
 
Chief Executive Officer and President
 

EX-99.1 2 v084441_ex99-1.htm
 
EXHIBIT 99.1
 
FOR IMMEDIATE RELEASE
 
Media Inquiries:

Christopher Welch
Glowpoint, Inc.     
(866) 456-9764, ext. 2002
pr@glowpoint.com

Glowpoint Reports Record $5.8 Million in Second Quarter Revenue
Files Second Quarter 2007 Results

HILLSIDE, N.J. - August 14, 2007 - Glowpoint, Inc. (OTC:GLOW.PK), a premiere broadcast-quality IP-based managed video service provider, announced today that it has filed its quarterly report for the six and three month periods ended June 30, 2007.

The company will host a conference call on Tuesday, August 14 at 4:30 pm EDT to discuss the results and field questions from investors. Interested participants should call (866) 831-6247 and use passcode 91839909. International participants should call (617) 213-8856 and use the same passcode. 

“This is the highest quarterly revenue Glowpoint has achieved to date and it demonstrates the business momentum we are gaining. When you consider that our business is a recurring revenue model, and that a good portion of our revenue growth in a quarter is the result of closed business from the previous two quarters or so, this growth is clearly an indication that we are seeing increased demand for our service solutions,” said Michael Brandofino, Glowpoint’s president and CEO. “With the restatement process now completed, Glowpoint has eliminated a significant financial and personnel strain that prevented resources from focusing on growth. Yet despite this distraction, Glowpoint has still been able to grow its revenue. We realized more than a 73 percent increase in signed contracts for new business in the second quarter of 2007, as represented by new monthly recurring revenue during the same period in 2006. We believe our company has firmly established its position in the high-growth IP video and telepresence sector. Based on the current business environment, we anticipate that Glowpoint will continue to increase its recurring revenue and profit margins for the foreseeable future.”

The following are some of the Company’s achievements through June 30, 2007, which are qualified in their entirety by the financial statements included in the Form 10-Q:

Overall revenue increased $1,806,000, or 18.6%, in the six months ended June 30, 2007 to $11,508,000 from $9,702,000 in the 2006 period. Subscription and related revenue increased $757,000, or 11.8%, in the 2007 period to $7,185,000 from $6,428,000 in the 2006 period.  In addition, multi-point conferencing (bridging) services increased $360,000, or 28.4%, in the 2007 period to $1,628,000 from $1,268,000 in the 2006 period. 
Revenue increased $866,000, or 17.4%, in the three months ended June 30, 2007 to $5,847,000 from $4,981,000 in the 2006 quarter. Subscription and related revenue increased $486,000, or 14.9%, in the 2007 quarter to $3,738,000 from $3,252,000 in the 2006 quarter.  In addition, multi-point conferencing (bridging) services increased $180,000, or 29.5%, in the 2007 second quarter to $791,000 from $611,000 in the 2006 quarter. 
Gross margin increased $836,000, or 29.2%, to $3,702,000 in the six months ended June 30, 2007 from $2,866,000 in the 2006 period. For the 2007 period, gross margin increased to 32.2% from 29.5% in the 2006 period. For the three months ending June 30, 2007, gross margin increased $319,000, or 19.6%, to $1,950,000 from $1,631,000 in the 2006 quarter with the quarterly gross margin increasing to 33.4%.
 

 
GLOWPOINT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)

   
June 30, 2007
 
Dec. 31, 2006
 
   
(Unaudited)
     
ASSETS
         
Current assets:
         
Cash and cash equivalents
 
$
712
 
$
2,153
 
Accounts receivable, net of allowance for doubtful accounts of $136 and $121; respectively
   
2,712
   
2,748
 
Prepaid expenses and other current assets
   
476
   
327
 
Total current assets
   
3,900
   
5,228
 
Property and equipment, net
   
2,530
   
2,762
 
Other assets
   
318
   
403
 
Total assets
 
$
6,748
 
$
8,393
 
               
LIABILITIES AND STOCKHOLDERS’ DEFICIT
             
Current liabilities:
             
Accounts payable
 
$
2,575
 
$
1,957
 
Accrued expenses
   
2,206
   
1,906
 
Customer deposits
   
109
   
102
 
Accrued sales taxes and regulatory fees
   
4,130
   
4,216
 
Derivative financial instruments
   
5,401
   
4,301
 
10% Senior secured convertible notes, net of discount of $900 and $2,280, respectively
   
6,067
   
4,326
 
Deferred revenue
   
267
   
288
 
Total current liabilities
   
20,755
   
17,096
 
               
Preferred stock, $.0001 par value; 5,000 shares authorized and redeemable; 0.120 Series B shares issued and outstanding, (stated value of $2,888; liquidation value of $3,907 and $3,735, respectively)
   
2,888
   
2,888
 
               
Commitments and contingencies
             
               
Stockholders’ deficit:
             
Common stock, $.0001 par value; 100,000 shares authorized; 47,550 and 46,390 shares issued and issuable; 47,510 and 46,350 shares outstanding, respectively
   
5
   
5
 
Additional paid-in capital
   
161,645
   
161,267
 
Accumulated deficit
   
(178,305
)
 
(172,623
)
     
(16,655
)
 
(11,351
)
Less: Treasury stock, 40 shares at cost
   
(240
)
 
(240
)
Total stockholders’ deficit
   
(16,895
)
 
(11,591
)
Total liabilities and stockholders’ deficit
 
$
6,748
 
$
8,393
 
 

 
GLOWPOINT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
 
 
 
Six Months Ended June 30,
 
Three Months Ended June 30,
 
   
2007
 
2006
 
2007
 
2006
 
Revenue
 
$
11,508
 
$
9,702
 
$
5,847
 
$
4,981
 
Cost of revenue
   
7,806
   
6,836
   
3,897
   
3,350
 
Gross margin
   
3,702
   
2,866
   
1,950
   
1,631
 
                           
Operating expenses:
                         
Research and development
   
325
   
474
   
164
   
203
 
Sales and marketing
   
1,477
   
1,374
   
831
   
645
 
General and administrative
   
4,339
   
7,458
   
2,388
   
2,805
 
Total operating expense
   
6,141
   
9,306
   
3,383
   
3,653
 
Loss from operations
   
(2,439
)
 
(6,440
)
 
(1,433
)
 
(2,022
)
                           
Other expense (income):
                         
Interest expense
   
2,004
   
2,415
   
1,089
   
777
 
Interest income
   
(28
)
 
(41
)
 
(13
)
 
(37
)
Increase in fair value of derivative financial instruments
   
1,006
   
579
   
392
   
602
 
Amortization of deferred financing costs
   
261
   
129
   
131
   
129
 
Total other expense, net
   
3,243
   
3,082
   
1,599
   
1,471
 
Net loss
   
(5,682
)
 
(9,522
)
 
(3,032
)
 
(3,493
)
Preferred stock dividends
   
(172
)
 
(172
)
 
(87
)
 
(87
)
Net loss attributable to common stockholders
 
$
(5,854
)
$
(9,694
)
$
(3,119
)
$
(3,580
)
                           
Net loss attributable to common stockholders per share:
                         
Basic and diluted
 
$
(0.13
)
$
(0.21
)
$
(0.07
)
$
(0.08
)
                           
Weighted average number of common shares:
                         
Basic and diluted
   
46,762
   
46,127
   
46,982
   
46,207
 
 

 
GLOWPOINT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

   
Six Months Ended June 30,
 
   
2007
 
2006
 
Cash flows from Operating Activities:
         
Net loss
 
$
(5,682
)
$
(9,522
)
Adjustments to reconcile net loss to net cash used in operating activities:
             
Depreciation and amortization
   
779
   
1,013
 
Expense recognized for the increase in the estimated fair value of the derivative financial instruments
   
1,006
   
579
 
Amortization of deferred financing costs
   
261
   
129
 
Accretion of discount on Convertible Notes
   
1,380
   
369
 
Beneficial conversion feature for Convertible Notes
   
94
   
1,768
 
Loss on disposal of equipment
   
8
   
30
 
Stock-based compensation
   
550
   
530
 
Increase (decrease) in cash attributable to changes in assets and liabilities:
             
Accounts receivable
   
36
   
(145
)
Prepaid expenses and other current assets
   
(149
)
 
23
 
Other assets
   
(176
)
 
205
 
Accounts payable
   
618
   
692
 
Customer deposits
   
7
   
 
Accrued expenses, sales taxes and regulatory fees
   
403
   
1,104
 
Deferred revenue
   
(21
)
 
(74
)
Net cash used in operating activities
   
(886
)
 
(3,299
)
               
Cash flows from Investing Activities:
             
Proceeds from disposal of property and equipment
   
   
27
 
Purchases of property and equipment
   
(555
)
 
(478
)
Net cash used in investing activities
   
(555
)
 
(451
)
               
Cash flows from Financing Activities:
             
Proceeds from issuance of Convertible Notes, net of financing costs of $595
   
   
5,585
 
Net cash provided by financing activities
   
   
5,585
 
               
(Decrease) increase in cash and cash equivalents
   
(1,441
)
 
1,835
 
Cash and cash equivalents at beginning of period
   
2,153
   
2,023
 
Cash and cash equivalents at end of period
 
$
712
 
$
3,858
 
               
Supplemental disclosures of cash flow information:
             
Cash paid during the period for
             
Interest
 
$
2
 
$
 
               
Non-cash investing and financing activities:
             
Preferred stock dividends
 
$
172
 
$
172
 
Additional Convertible Notes issued as payment for interest
   
361
   
103
 
Deferred financing costs for Convertible Notes incurred by issuance of placement agent warrants
   
   
296
 


 
About Glowpoint

Glowpoint, Inc. (OTC:GLOW.PK) is a premiere broadcast-quality, IP-based managed video services provider. Glowpoint offers video conferencing, bridging, technology hosting, and IP-broadcasting services to a vast array of companies, from large Fortune 100® enterprises to small and medium-sized businesses. Glowpoint’s managed-video services are available bundled with Glowpoint’s quality-network offering or as a value-added managed-video service across other networks. Glowpoint is exclusively focused on high-quality, two-way video communications and has been supporting millions of video calls since its launch in 2000. Glowpoint is headquartered in Hillside, New Jersey. To learn more about Glowpoint, visit www.glowpoint.com.

The statements contained herein, other than historical information, are or may be deemed to be forward-looking statements and involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements. These factors, risks, and uncertainties include market acceptance and availability of new video communication services; the nonexclusive and terminable-at-will nature of sales agent agreements; rapid technological change affecting demand for our services; competition from other video communications service providers; and the availability of sufficient financial resources to enable us to expand our operations, as well as other risks detailed from time to time in our filings with the Securities and Exchange Commission.

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