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 11, 2010

Glowpoint, Inc.

(Exact name of registrant as specified in its Charter)

Delaware	0-25940	77-0312442
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S Employer 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)

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:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      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

The information set forth under this “Item 2.02. Results of Operations and Financial Condition,” including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Attached as Exhibit 99.1 is a copy of a press release of Glowpoint, Inc., dated November 11, 2010, announcing certain financial results for its fiscal quarter ended September 30, 2010.

Item 9.01                                Financial Statements and Exhibits

The following exhibit is furnished with this report:

Exhibit No.	Description
99.1	Press Release dated November 11, 2010

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.

By:                 /s/ Edwin F. Heinen

Name:           Edwin F. Heinen

Title:             Chief Financial Officer

Dated:  November 12, 2010

EX-99.1

		Exhibit 99.1
	INVESTOR RELATIONS CONTACT:
	Jonathan Brust
	Glowpoint, Inc.
	+1 312-235-3888, ext. 2052
	jbrust@glowpoint.com
	www.glowpoint.com

Glowpoint Reports Third Quarter 2010 Results

Growth in Managed Services Drives 11% Increase in Revenues

HILLSIDE, N.J., Nov. 11, 2010 – Glowpoint, Inc. (OTCBB: GLOW), a global provider of managed services for telepresence and video conferencing, today announced financial results for the third quarter ended September 30, 2010.

Total revenues for the third quarter increased by 11% to $6.9 million, and 8.6% to $20.5 million, year-to-date, as compared to the same periods in 2009.  Recurring subscription revenues for the three and nine month periods increased 6.5% to $5.4 million and 7.0% to $15.8 million, respectively, as compared to the same periods in 2009.  Usage and event-based revenues for the three and nine month periods increased 29.8% to $1.6 million and 14.3% to $4.7 million, respectively, as compared to the same periods in 2009.  These results exclude discontinued operations associated with non- core Integrated Services Digital Network (ISDN) resale revenues reported in the quarter.

Beginning in this quarter the Company will also include in its financial results a non-GAAP measurement of Adjusted EBITDA (as defined) in order to enhance the overall understanding of our financial performance.  For the three and nine month periods ended September 30, 2010, Adjusted EBITDA (as defined) was $(307,000) and $(852,000), respectively.  (Note that these results include severance related charges of $398,000 and $523,000, respectively, for such periods.)  Net loss for the three and nine month periods ended September 30, 2010 was $0.8 million and $2.2 million, respectively.

Based on the current level of business activity, the Company expects that its revenue and Adjusted EBITDA (as defined) will grow at an accelerated rate into 2011, with revenue from VNOC managed services accounting for the largest component of this growth.

Highlights

·   Increased Revenues: Driven by continued growth in managed video services, revenue increases of 11.0% and 8.6% were achieved in the quarter and nine month period, respectively, as compared to the same periods in 2009.

·   Adjusted EBITDA:The Company’s Adjusted EBITDA (as defined) improved on a sequential quarterly basis.

·   New Global Strategic Partnerships:Glowpoint continues to expand its global partnerships as highlighted in three recent announcements with Equinix, Broadsoft, and Acme Packet.  These partnerships are a key part of the strategy for Glowpoint as video communications continue to become a part of unified communications.

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·   Continued Investments in Product Development and Sales and Operating Efficiencies:The Company’s investments in sales, marketing, product development, and operations are anticipated to drive continued growth and improved operating margins in the coming quarters. The Company launched its automated Notify™ service along with various cloud-based applications, which highlights its Open Video™ strategy to expand services on a global basis to the business community.

“Our focus continues to be on investing in product initiatives, sales and marketing, strategic partnerships, and operating efficiencies, and we look forward to seeing continued returns on these investments on a quarterly basis,” said Joe Laezza, Glowpoint’s president and chief executive officer.  “We are making significant progress in our strategy to get the Company aligned with the right global partners and drive profitability based on accelerated growth and operating leverage.”

Ed Heinen, Glowpoint’s chief financial officer and executive vice president of finance, further commented, “We are well capitalized and have solid operating momentum, and I am confident that we have sustainable profitability in our sights.”

Teleconference

As reported, Glowpoint will host a conference call at 4:30 p.m. EST today to discuss the financial results of the three and nine months ended September 30, 2010, and to review plans for the remainder of 2010.  To listen and participate, please visit: http://www.glowpoint.com/about/investors.asp.

Supporting Resources

·   Glowpoint Investor Information

·   Recent Glowpoint News and Events

·   Glowpoint on Twitter

About Glowpoint

Glowpoint, Inc. (OTCBB: GLOW) provides carrier-grade, managed telepresence and video communications services that are accessible via its cloud-based, hosted infrastructure and open architecture applications. Glowpoint's suite of robust telepresence and video conferencing solutions empowers enterprises to communicate with each other over disparate networks and technology platforms. Glowpoint supports thousands of video communications systems, in more than 53 countries, with its 24/7 video management services. Glowpoint also powers major broadcasters, Fortune 500 companies, as well as global carriers and video equipment manufacturers – and their customers – worldwide. To learn more, visit http://www.glowpoint.com.

Non-GAAP Financial Information

Adjusted EBITDA is defined as net income or loss before depreciation, amortization, interest expense, interest income, sales taxes and regulatory fee expense or benefit, loss on extinguishment of debt, changes in fair value of derivative financial instruments and stock-based compensation, in accordance with our revolving credit facility with Silicon Valley Bank.   Adjusted EBITDA is not intended to replace operating income (loss), net income (loss), cash flow or other measures of financial performance reported in accordance with generally accepted accounting principles.    Rather, Adjusted EBITDA is an important measure used by management to assess the operating performance of the Company and is the basis for one of the Silicon Valley Bank covenants.   Adjusted EBITDA as defined here ma y not be comparable to similarly titled measures reported by other companies due to differences in accounting policies.   Additionally, Adjusted EBITDA as defined here does not have the same meaning as EBITDA as defined in our SEC filings prior to this date.  A reconciliation of Adjusted EBITDA to net loss is shown below.

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Forward Looking Statements

This partial discussion of the statements of financial condition and operations of the Company should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s annual report on Form 10-K for the year ended December 31, 2009 as filed with the Securities and Exchange Commission on March 31, 2010.

Various remarks about the Company’s future expectations, plans and prospects constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Such remarks are valid only as of today, and the Company disclaims any obligation to update this information.  Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those discussed in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission.

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GLOWPOINT, INC.

GAAP to Non-GAAP Reconciliation

(In thousands, except per share amounts)

(Unaudited)

	Nine Months Ended September 30,						Three Months Ended September 30,
	2010			2009			2010			2009
Net loss	$	(2,216	)	$	(3,158	)	$	(844	)	$	(1,079	)
Depreciation and amortization		812			790			270			253
Amortization of financing costs		18			—			16			—
Interest expense		89			273			35			60
Sales taxes and regulatory fees		—			(377	)		—			(199	)
EBITDA		(1,297	)		(2,472	)		(523	)		(965	)
Stock-based compensation		445			438			216			116
Loss on extinguishment of debt		—			254			—			—
Increase in fair value of derivative financial instruments’ liability		—			1,848			—			1,157
Adjusted EBITDA	$	(852	)	$	68		$	(307	)	$	308

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GLOWPOINT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and shares)

	September 30, 2010			December 31, 2009
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	1,516		$	587
Accounts receivable, net of allowance for doubtful accounts of $324 and $227, respectively		3,424			3,063
Net current assets of discontinued operations		169			257
Receivable from sale of Series B Preferred Stock		1,000			—
Prepaid expenses and other current assets		488			291
Total current assets		6,597			4,198
Property and equipment, net		2,840			2,682
Other assets		99			31
Total assets	$	9,536		$	6,911
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,014		$	3,207
Accrued expenses		1,327			901
Accrued sales taxes and regulatory fees		882			888
Revolving loan facility		750			—
Customer deposits		256			308
Deferred revenue		224			259
Total current liabilities		6,453			5,563
Long term liabilities:
Accrued sales taxes and regulatory fees, less current portion		—			195
Total long term liabilities		—			195
Total liabilities		6,453			5,758
Commitments and contingencies
Stockholders’ equity:
Preferred stock Series B, non-convertible; $.0001 par value; $100,000 stated value; 100 shares authorized and 100 and 0 shares issued and outstanding at September 30, 2010 and December 31, 2009, respectively,  liquidation value of $10,000		10,000			—
Preferred stock Series A-2, convertible; $.0001 par value; $7,500 stated value; 7,500 shares authorized and 1,097 and 4,509 shares issued and outstanding at September 30, 2010 and December 31, 2009 recorded at fair value, respectively (liquidation value of $8,226 and $33,815, respectively) (see Note 9 for information related to Insider Purchasers)		3,473			14,275
Common stock, $.0001 par value;150,000,000 shares authorized; 84,639,416 and 66,531,087 shares issued at September 30, 2010 and December 31, 2009, respectively; 84,639,416 and 64,966,196 shares outstanding, at September 30, 2010 and December 31, 2009, respectively		8			7
Additional paid-in capital		154,223			150,659
Accumulated deficit		(164,621	)		(162,405	)
		3,083			2,536
Less: Treasury stock, 0 and 1,564,891 shares at cost		—			(1,383	)
Total stockholders’ equity		3,083			1,153
Total liabilities and stockholders’ equity	$	9,536		$	6,911

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GLOWPOINT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Nine Months Ended September 30,						Three Months Ended September 30,
	2010			2009			2010			2009
Revenue	$	20,541		$	18,921		$	6,944		$	6,255
Operating expenses:
Network and Infrastructure		8,768			8,218			2,896			2,719
Global managed services		6,203			5,530			2,049			1,782
Sales and marketing		3,187			2,412			1,086			710
General and administrative		3,860			3,418			1,504			918
Depreciation and amortization		812			790			270			253
Sales taxes and regulatory fees		—			(377	)		—			(199	)
Total operating expenses		22,830			19,991			7,805			6,183
(Loss) income from operations		(2,289	)		(1,070	)		(861	)		72
Interest and other expense:
Interest expense		89			273			35			60
Increase in fair value of derivative financial instruments’ liability, including $51and $31, respectively, for Insider Purchasers		—			1,848			—			1,157
Loss on extinguishment of debt		—			254			—			—
Amortization of financing costs		18			—			16			—
Total interest and other expense		107			2,375			51			1,217
Net loss from continuing operations		(2,396	)		(3,445	)		(912	)		(1,145	)
Income from discontinued operations		180			287			68			66
Net loss		(2,216	)		(3,158	)		(844	)		(1,079	)
(Loss) Gain on redemption of preferred stock		(934	)		(64	)		(156	)		1,935
Net (loss) income attributable to common stockholders	$	(3,150	)	$	(3,222	)	$	(1,000	)	$	856
Net (loss) income attributable to common stockholders per share:
Continuing operations	$	(0.04	)	$	(0.07	)	$	(0.01	)	$	0.02
Discontinued operations	$	0.00		$	0.00		$	0.00		$	0.00
Basic net (loss) income per share	$	(0.04	)	$	(0.07	)	$	(0.01	)	$	0.02
Continuing operations	$	(0.04	)	$	(0.07	)	$	(0.01	)	$	0.01
Discontinued operations	$	0.00		$	0.00		$	0.00		$	0.00
Diluted net (loss) income per share	$	(0.04	)	$	(0.07	)	$	(0.01	)	$	0.01
Weighted average number of common shares:
Basic		74,519			49,273			79,562			55,861
Diluted		74,519			49,273			79,562			102,901

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GLOWPOINT, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

Nine Months Ended September 30, 2010

(In thousands except shares of Series B Preferred Stock)

(Unaudited)

	Series B				Series A-2											Additional
	Preferred Stock				Preferred Stock						Common Stock					Paid In			Accumulated			Treasury Stock
	Shares		Amount		Shares			Amount			Shares			Amount		Capital			Deficit			Shares			Amount			Total
Balance at January 1, 2010		—	$	—		5		$	14,275			66,531		$	7	$	150,659		$	(162,405	)		1,565		$	(1,383	)	$	1,153
Net loss		—		—		—			—			—			—		—			(2,216	)		—			—			(2,216	)
Stock-based compensation  - stock options		—		—		—			—			—			—		194			—			—			—			194
Stock-based compensation  - restricted stock		—		—		—			—			1,462			—		251			—			—			—			251
2010 Preferred Stock Exchange		60		6,000		(2	)		(5,066	)		—			—		(934	)		—			—			—			—
Warrants issued in connection with 2010 Private Placement		—		—		—			—			—			—		443			—			—			—			443
Conversion of Preferred Stock		—		—		(2	)		(5,736	)		18,119			1		5,735			—			—			—			—
Cashless exercise of warrants		—		—		—			—			66			—		—			—			—			—			—
Exercise of stock options		—		—		—			—			26			—		8			—			—			—			8
Sale of Series B Preferred Stock		40		4,000		—			—			—			—		—			—			—			—			4,000
Cancellation of treasury stock		—		—		—			—			(1,565	)		—		(1,383	)		—			(1,565	)		1,383			—
Costs related to 2010 Private Placements		—		—		—			—			—			—		(750	)		—			—			—			(750	)
Balance at September 30, 2010		100	$	10,000		1		$	3,473			84,639		$	8	$	154,223		$	(164,621	)		—		$	—		$	3,083

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GLOWPOINT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended September 30,
	2010			2009
Cash flows from Operating Activities:
Net loss	$	(2,216	)	$	(3,158	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		812			790
Amortization of deferred financing costs		18			—
Other expense recognized for the increase in the estimated fair value of the derivative financial instruments		—			1,848
Bad debt expense		345			185
Accretion of discount on Senior Secured Notes		—			23
(Gain) Loss on disposal of equipment		(11	)		8
Loss on extinguishment of debt		—			254
Stock-based compensation		445			438
Increase (decrease) attributable to changes in assets and liabilities:
Accounts receivable		(706	)		(16	)
Prepaid expenses and other current assets		(197	)		(109	)
Other assets		(86	)		2
Accounts payable		(193	)		505
Customer deposits		(52	)		(134	)
Accrued expenses, sales taxes and regulatory fees		225			(232	)
Deferred revenue		(35	)		(68	)
Net cash (used in) provided by operating activities – continuing operations		(1,651	)		336
Net cash provided by operating activities - discontinued operations		88			9
Net cash (used in) provided by operating activities		(1,563	)		345
Cash flows from Investing Activities:
Purchases of property and equipment		(959	)		(1,004	)
Net cash used in investing activities		(959	)		(1,004	)
Cash flows from Financing Activities:
Proceeds from preferred stock offering		4,000			1,800
Receivable from sale of Series A Preferred Stock		(1,000	)		—
Proceeds from exercise of stock options		8			8
Proceeds from revolving loan facility, net		750			—
Principal payments for capital lease		—			(118	)
Purchase of Senior Secured Notes		—			(750	)
Costs related to private placement		(307	)		(384	)
Net cash provided by financing activities		3,451			556
Increase (decrease) in cash and cash equivalents		929			(103	)
Cash and cash equivalents at beginning of period		587			1,227
Cash and cash equivalents at end of period	$	1,516		$	1,124
Supplement disclosures of cash flow information:
Cash paid during the period for
Interest	$	89		$	108
Non-cash investing and financing activities:
Costs related to private placement incurred by issuance of placement agent warrants	$	443		$	142
Exchange of Senior Secured Notes for Series A-1 Preferred Stock		—			1,076
Additional Senior Secured Notes issued as payment for interest		—			55