-----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, FzJnO7N8m40I6LbroWyGO379XVlD+tHAprLvt7EpuIToNWASagAdS9JR4HWuchbO bInMfwmPMwrw9Lo91A/LBg== 0000950123-03-009012.txt : 20030806 0000950123-03-009012.hdr.sgml : 20030806 20030806130501 ACCESSION NUMBER: 0000950123-03-009012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030730 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIEWPOINT CORP CENTRAL INDEX KEY: 0000919794 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954102687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27168 FILM NUMBER: 03825664 BUSINESS ADDRESS: STREET 1: 498 SEVENTH AVENUE STREET 2: SUITE 1810 CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-201-0800 MAIL ADDRESS: STREET 1: 498 SEVENTH AVENUE STREET 2: SUITE 1810 CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: VIEWPOINT CORP/NY/ DATE OF NAME CHANGE: 20001201 FORMER COMPANY: FORMER CONFORMED NAME: METACREATIONS CORP DATE OF NAME CHANGE: 19970529 FORMER COMPANY: FORMER CONFORMED NAME: HSC SOFTWARE CORP DATE OF NAME CHANGE: 19951019 8-K 1 y89020e8vk.txt VIEWPOINT CORPORATION 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) July 30, 2003 VIEWPOINT CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-27168 95-4102687 - -------- ------- ---------- (state or other juris- (Commission (I.R.S. Employer diction of incorporation) File Number) (Identification No.) 498 Seventh Avenue, Suite 1810, New York, NY 10018 - -------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 201-0800 -------------- N/A ------------------------------------------------------------ (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits Exhibit 99.1 Press Release of Viewpoint Corporation (the "Registrant") issued on July 30, 2003 reporting the results of operations for its fiscal second quarter ended June 30, 2003 (furnished and not filed herewith solely pursuant to Item 12). ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On July 30, 2003, the Registrant reported its results of operations for its fiscal second quarter ended June 30, 2003. A copy of the press release issued by the Registrant concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12 (a)(2) of the Securities Act of 1933, as amended. SIGNATURES 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. VIEWPOINT CORPORATION /s/ Robert E. Rice ------------------------------------ Robert E. Rice President and Chief Executive Officer Dated: August 6, 2003 EX-99.1 3 y89020exv99w1.txt PRESS RELEASE Exhibit 99.1 [VIEWPOINT LOGO] CONTACT: BOB RICE OR YVONNE L. ZAPPULLA CHAIRMAN, PRESIDENT AND CEO WALL STREET INVESTOR RELATIONS CORP. 212-201-0800 212-714-2385 IR@VIEWPOINT.COM YVONNE@WALLSTREETIR.COM VIEWPOINT REPORTS SECOND QUARTER 2003 FINANCIAL RESULTS NEW YORK, NY - JULY 30, 2003 Viewpoint Corporation (Nasdaq:VWPT), a leading provider of interactive media technology and services, today reported revenues for the second quarter ended June 30, 2003 of $4.5 million as compared to $4.0 million of revenues during the first quarter of 2003 and $5.3 million of revenues for the second quarter of 2002. Related party revenues amounted to $3.4 million for the second quarter ended June 30, 2003 as compared to $3.0 million in the second quarter of 2002 and $1.0 million during the first quarter of 2003. The Company reported a net loss for the quarter of $6.3 million or $(0.14) per share. The results were based on a loss from operations of $4.9 million, which included $858,000 of non-cash stock-based compensation charges and $451,000 of depreciation and amortization. This compares to a net loss for the second quarter of 2002 of $3.6 million or $(0.09) per share, based on a loss from operations of $3.7 million that included $1.3 million of non-cash stock-based compensation charges and $474,000 of depreciation and amortization. The Company's net loss for the prior quarter of $6.5 million or $(0.16) per share was based on a loss from operations of $6.2 million that included $1.0 million of non-cash stock-based compensation charges, $479,000 of depreciation and amortization, and a $1.2 million charge for an office closure. For the six months ended June 30, 2003, the Company reported revenues of $8.5 million, as compared to $10.2 million for the same period in 2002. Related party revenues amounted to $4.5 million for the six months ended June 30, 2003 as compared to $5.6 million for the same period last year. The Company's net loss for the six months of $12.8 million or $(0.30) per share was based on a loss from operations of $11.1 million, which included $1.9 million of non-cash stock-based compensation charges, $930,000 of depreciation and amortization, and a $1.2 million charge for an office closure. This Page 1 of 7 compares to a net loss for the six months ended June 30, 2002 of $14.6 million or $(0.36) per share, based on a loss from operations of $14.8 million that included $3.0 million of non-cash stock-based compensation charges, $1.6 million of depreciation and amortization, and a $6.3 million charge related to the impairment of goodwill and other intangible assets. Viewpoint's cash, cash equivalents and marketable securities as of June 30, 2003 were $7.2 million, which included $488,000 of restricted cash, were virtually even with the previous quarter level of $7.4 million, which included $563,000 of restricted cash. The Company's long-term debt obligations of $6.2 million were also flat with the previous quarter. Bob Rice, Viewpoint Corporation's chief executive officer, commented, "While this quarter was disappointing from a bottom line standpoint, we witnessed an improvement in our pipeline, product, and personnel. Our revenue increased 11 percent sequentially, and our pipeline includes significant, new opportunities, especially in the automotive space. We also significantly improved our platform and its distribution in the quarter. Finally, we have added experience to our board and management team, which we believe will help achieve our goal of profitability." QUARTER HIGHLIGHTS AND RECENT DEVELOPMENTS - VIEWPOINT APPOINTS NEW CHIEF FINANCIAL OFFICER William H. Mitchell will join Viewpoint as its chief financial officer on August 4, 2003. Mr. Mitchell, a certified public accountant who started his career with Price Waterhouse in New York, has worked over the last 20 years in the advertising, software and telecommunications industries in the capacity of chief financial officer, chief operating officer and other senior financial positions for several publicly traded companies including MaxWorldwide, Tally Systems, Bigfoot Interactive, TCI (Atlantic Division) and Group W Cable. Mr. Mitchell received an A.B. degree from Dartmouth College in 1979 and his MS/MBA from Northeastern University. - VIEWPOINT ADDS TO ITS BOARD OF DIRECTORS As the Company announced on May 7, 2003, Stephen M. Duff, chief investment officer of The Clark Estates, Inc., was appointed to Viewpoint's Board of Directors. Prior to joining The Clark Estates in 1995, Mr. Duff was a vice president with The Portfolio Group, a subsidiary of the Chemical Banking Corporation. He also serves on two other public company boards, The Casual Male Retail Group, Inc. and Easylink Services Corporation, Inc. Mr. Duff also serves on the board of the Clara Welch Thanksgiving Home, Inc., a non-profit elderly care facility in Cooperstown, New York. - ENHANCEMENTS TO THE VIEWPOINT MEDIA PLAYER Page 2 of 7 Viewpoint extended its platform and launched a new, cutting edge video capability. This addition creates the highest quality interactive content for the web and automatically scales quality to the viewer's bandwidth from standard HTTP web servers, no longer requiring streaming media servers to repurpose video assets. Viewpoint Media Player is the first graphics player to interactively composite and "serverlessly" synchronize and scale video content with other media types including: 3D, Macromedia Flash, HTML, and more. The company anticipates the first revenue impact from the new video capability to occur during the third quarter of 2003. - NEW AND RECURRING CUSTOMER RELATIONSHIPS Viewpoint added a number of new companies to its customer list during the quarter, with particular penetration in the automotive vertical. New automotive customers include: Buick, Lexus, Scion, Toyota and Infiniti. Viewpoint has also gained traction in other key verticals, signing contracts with such Companies as Samsung, Seiko, Sega, Unisys, ESPN, CBS Sportsline, Dunkin Donuts, Home Depot, Procter and Gamble, Purina as well as several others. Additionally, EMC, Playboy and Remington Arms all renewed their license agreements during the quarter. - CUSTOMERS EXPAND USE OF THE VIEWPOINT PLATFORM During the second quarter, Casio, Samsung, Ford and IBM expanded their relationships with Viewpoint and repurposed their assets across multiple media types. The robust aspects of the Viewpoint platform lends itself to ever increasing uses and has evolved beyond website marketing to Internet advertising and various offline marketing uses. The ability to deploy Viewpoint assets in so many ways drives the customer's ROI and ultimately increases Viewpoint's revenues. - INTERNATIONAL PROGRESS Viewpoint has signed an exclusive distribution agreement with Eicoh Co., Ltd. of Japan, which is expected to significantly advance Viewpoint's standing in the fast-developing Asian market. Eicoh is a Japanese conglomerate with over 30 years of operating experience and expertise in systems integration and office automation equipment. Since the announcement of Viewpoint's relationship with Eicoh on April 15, 2003, several contracts have closed with major Japanese companies, including Hewlett Packard Japan, Sharp, Honda and Fuji Heavy Industries. - AOL RELATIONSHIP During the quarter, Viewpoint was actively involved in the development of major features and enhancements to the AOL service like AOL(R) Instant Greetings(TM), Page 3 of 7 and SuperBuddy(TM) icons, which will be a feature of the forthcoming AOL(R) 9.0 Optimized software release. CONFERENCE CALL The Company has scheduled a conference call to discuss the second quarter financial results for 5 p.m. (ET) today. Conference call details: Date/Time: Wednesday, July 30, 2003 5:00 p.m. (ET) Telephone Number: 800-869-4371 Reservation Number: 1679510 It is recommended that participants call at least 10 minutes before the call is scheduled to begin. The conference call can also be accessed on the Internet through CCBN at www.companyboardroom.com. A replay of the conference call in its entirety will be available approximately one hour after its completion for 48 hours thereafter by calling 800-642-1687 and entering the above reservation number. ABOUT VIEWPOINT Viewpoint Corporation (Nasdaq: VWPT) is a leading provider of interactive media technology and services for online advertising, website marketing and enterprise applications. Industry leading and Fortune 500 companies worldwide currently license its interactive media platform, Viewpoint Media Player. The Viewpoint platform enables marketers to evoke response with greater visual realism, engage users with superior interactivity and educate consumers through product interaction to convey a compelling, consistent brand story across their media mix. Headquartered in New York, the Company also has offices in Los Angeles, London and San Francisco and sales presence in Chicago and Detroit. Visit Viewpoint at http://www.viewpoint.com. This press release may contain "forward-looking" statements as that term is defined in the Private Securities Litigation Reform Act of 1995 and similar expressions that reflect Viewpoint's current expectations about its future performance, and are subject to risks, uncertainties and other factors that could cause Viewpoint's actual performance to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and factors include those described in the Company's filings and reports on file with the Securities and Exchange Commission as well as the lack of assurances that Viewpoint will reach cash flow break even in the current quarter, maintain or increase its current contract volume throughout the year, or receive expected revenues from its strategic partners, that Samsung will deploy additional content over its vast network of affiliate web sites, or that Viewpoint will soon launch its video capability. Viewpoint and Viewpoint Experience Technology are either registered trademarks or trademarks of Viewpoint Corporation. Other product and company names herein may be trademarks of their respective owners. Copyright 2003 Viewpoint Corporation. All rights reserved. ### Page 4 of 7 VIEWPOINT CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
THREE MONTHS ENDED JUNE 30, MARCH 31, --------------------------- ---------- 2003 2002 2003 ---------- ---------- ---------- Revenues: Licenses ....................................... $ 217 $ 1,292 $ 1,632 Related party licenses ......................... 1,010 2,570 50 Services ....................................... 842 1,036 1,355 Related party services ......................... 2,405 406 988 ---------- ---------- ---------- Total revenues ................................... 4,474 5,304 4,025 ---------- ---------- ---------- Cost of revenues: Licenses ....................................... 28 136 47 Services ....................................... 2,372 914 1,176 ---------- ---------- ---------- Total cost of revenues ........................... 2,400 1,050 1,223 ---------- ---------- ---------- Gross profit ..................................... 2,074 4,254 2,802 ---------- ---------- ---------- Operating expenses: Sales and marketing ............................ 2,227 2,929 3,382 Research and development ....................... 945 1,284 1,314 General and administrative ..................... 2,497 1,980 1,604 Non-cash stock-based compensation charges ...... 858 1,320 1,010 Depreciation ................................... 444 472 478 Amortization of intangible assets .............. 7 2 1 Restructuring and impairment charges related to office Closure .............................. -- -- 1,211 ---------- ---------- ---------- Total operating expenses ......................... 6,978 7,987 9,000 ---------- ---------- ---------- Loss from operations ............................. (4,904) (3,733) (6,198) ---------- ---------- ---------- Other income (expense): Interest and other income, net ................. 11 48 23 Interest expense ............................... (323) -- (163) Loss on early extinguishment of debt ........... -- -- (1,682) Changes in fair values of warrants to purchase common stock and conversion options of convertible notes ............................ (1,081) -- 1,424 ---------- ---------- ---------- Total other income (expense) ..................... (1,393) 48 (398) ---------- ---------- ---------- Loss before provision for income taxes ........... (6,297) (3,685) (6,596) Provision for income taxes ....................... 13 -- -- ---------- ---------- ---------- Net loss from continuing operations .............. (6,310) (3,685) (6,596) Adjustment to net loss on disposal of discontinued operations ..................................... 26 93 90 ---------- ---------- ---------- Net loss ......................................... $ (6,284) $ (3,592) $ (6,506) ========== ========== ========== Basic and diluted net loss per common share: Net loss per common share from continuing operations .................................. $ (0.14) $ (0.09) $ (0.16) Net income per common share from discontinued operations .................................. -- -- -- ---------- ---------- ---------- Net loss per common share ........................ $ (0.14) $ (0.09) $ (0.16) ========== ========== ========== Weighted average number of shares outstanding -- basic and diluted .............................. 45,986 40,706 41,365 ========== ========== ==========
Page 5 of 7 VIEWPOINT CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
SIX MONTHS ENDED JUNE 30, --------------------------- 2003 2002 ---------- ---------- Revenues: Licenses ....................................... $ 1,849 $ 2,496 Related party licenses ......................... 1,060 4,905 Services ....................................... 2,197 2,068 Related party services ......................... 3,393 693 ---------- ---------- Total revenues ................................... 8,499 10,162 ---------- ---------- Cost of revenues: Licenses ....................................... 75 245 Services ....................................... 3,548 1,822 ---------- ---------- Total cost of revenues ........................... 3,623 2,067 ---------- ---------- Gross profit ..................................... 4,876 8,095 ---------- ---------- Operating expenses: Sales and marketing ............................ 5,609 5,726 Research and development ....................... 2,259 2,475 General and administrative ..................... 4,101 3,771 Non-cash stock-based compensation charges ...... 1,868 2,973 Depreciation ................................... 922 970 Amortization of intangible assets .............. 8 663 Restructuring and impairment charges related to office closure .............................. 1,211 -- Impairment of goodwill and other intangible assets ...................................... -- 6,275 ---------- ---------- Total operating expenses ......................... 15,978 22,853 ---------- ---------- Loss from operations ............................. (11,102) (14,758) ---------- ---------- Other income (expense): Interest and other income, net ................. 34 89 Interest expense ............................... (486) -- Loss on early extinguishment of debt ........... (1,682) -- Changes in fair values of warrants to purchase common stock and conversion options of convertible notes ............................ 343 -- ---------- ---------- Total other income (expense) ..................... (1,791) 89 ---------- ---------- Loss before provision for income taxes ........... (12,893) (14,669) Provision for income taxes ....................... 13 -- ---------- ---------- Net loss from continuing operations .............. (12,906) (14,669) Adjustment to net loss on disposal of discontinued operations .................................... 116 93 ---------- ---------- Net loss ......................................... $ (12,790) $ (14,576) ========== ========== Basic and diluted net loss per common share: Net loss per common share from continuing operations .................................. $ (0.30) $ (0.36) Net income per common share from discontinued operations .................................. -- -- ---------- ---------- Net loss per common share ........................ $ (0.30) $ (0.36) ========== ========== Weighted average number of shares outstanding -- basic and diluted ............................. 43,688 40,519 ========== ==========
Page 6 of 7 VIEWPOINT CORPORATION CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
JUNE 30, DECEMBER 31, 2003 2002 ---------- ------------ ASSETS Current assets: Cash and cash equivalents ................................ $ 5,057 $ 10,678 Marketable securities .................................... 1,686 890 Accounts receivable, net ................................. 1,279 2,925 Related party accounts receivable, net ................... 966 838 Notes receivable, net .................................... 750 750 Prepaid expenses and other current assets ................ 799 599 ---------- ---------- Total current assets ............................. 10,537 16,680 Restricted cash ............................................ 488 987 Property and equipment, net ................................ 2,697 3,591 Goodwill, net .............................................. 31,276 31,276 Intangible assets, net ..................................... 160 165 Other assets ............................................... 263 653 ---------- ---------- Total assets ..................................... $ 45,421 $ 53,352 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable ......................................... $ 3,357 $ 2,962 Accrued expenses ......................................... 1,530 759 Due to related parties, net .............................. 3,024 2,920 Deferred revenues ........................................ 458 334 Related party deferred revenues .......................... 797 249 Accrued incentive compensation ........................... 545 545 Current liabilities related to discontinued operations ... 231 231 ---------- ---------- Total current liabilities ........................ 9,942 8,000 Convertible notes .......................................... 3,541 6,712 Warrants to purchase common stock .......................... 242 288 Subordinated notes ......................................... 1,579 -- Stockholders' equity: Preferred stock, $.001 par value; 5,000 shares authorized - no shares issued and outstanding at June 30, 2003 and December 31, 2002 ...................................... -- -- Common stock, $.001 par value; 75,000 shares authorized - 46,146 shares issued and 45,986 shares outstanding at June 30, 2003 and 41,179 shares issued and 41,019 shares outstanding at December 31, 2002 ....................... 46 41 Paid-in capital ............................................ 269,339 267,569 Deferred compensation ...................................... (1,337) (4,130) Treasury stock at cost; 160 shares at June 30, 2003 and December 31, 2002 ..................................... (1,015) (1,015) Accumulated other comprehensive loss ....................... (49) (36) Accumulated deficit ........................................ (236,867) (224,077) ---------- ---------- Total stockholders' equity ....................... 30,117 38,352 ---------- ---------- Total liabilities and stockholders' equity ....... $ 45,421 $ 53,352 ========== ==========
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