-----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, FDx/edNjnjOXFJdZxj1yU/HabrT7jhv4V1BAABZ5TdLoyOdg+HL7f9KoXQXZMbH0 4gUnEQ5nTye/Jdplzh0HnQ== 0000950123-04-006153.txt : 20040511 0000950123-04-006153.hdr.sgml : 20040511 20040511155704 ACCESSION NUMBER: 0000950123-04-006153 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040505 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040511 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: 04796457 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 y97394e8vk.txt FORM 8-K 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) May 5, 2004 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 AND EXHIBITS. (b) Exhibits 99.1 Press Release, dated May 5, 2004 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On May 5, 2004, the Registrant issued a press release regarding its results of operations for its fiscal first quarter ended March 31, 2004. A copy of the press release issued by the Registrant is furnished herewith as Exhibit 99.1. The information furnished herein and in the accompanying exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any other filing with the Securities and Exchange Commission except as is expressly set forth by specific reference in such a filing. 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/ William H. Mitchell ----------------------- William H. Mitchell Chief Financial Officer Dated: May 11, 2004 EX-99.1 2 y97394exv99w1.txt PRESS RELEASE Exhibit 99.1 Viewpoint Corporation Letterhead Contact: Viewpoint: or Investor Relations: Chief Financial Officer Financial Dynamics William H. Mitchell Kellie Nugent 212-201-0800 212-850-5600 whmitchell@viewpoint.com knugent@fd-us.com VIEWPOINT CORPORATION ANNOUNCES FIRST QUARTER 2004 FINANCIAL RESULTS New York, NY - May 5, 2004 -- Viewpoint Corporation (NASDAQ: VWPT), a leading provider of Internet graphics and delivery systems, today announced financial results for the first quarter ended March 31, 2004. Viewpoint reported total revenue of $3.6 million for the first quarter 2004 compared to $2.5 million in the fourth quarter 2003 and $4.0 million for the first quarter 2003. Revenue increased compared to the fourth quarter of 2003 as the Company benefited from a full quarter of revenue from its October 2003 amended license agreement with America Online and the final payment of $0.5 million for a services project that had been completed in the third quarter of 2003. Operating loss for the first quarter of 2004 was $1.2 million compared to $3.3 million in the fourth quarter 2003 and $6.2 million in the first quarter of 2003. The improvement in operating loss compared to the fourth quarter of 2003 resulted primarily from the increase in revenues and the decrease in expenses related to sales and marketing, general and administrative, and restructuring expenses stemming from the completion of the Company's cost control initiatives made during the fourth quarter and a reduction in bad debt expense. The improvement in operating loss compared to the first quarter 2003 resulted principally from the cost controls initiated by management during 2003, a reduction in restructuring charges of $1.2 million and a decrease in non-cash stock-based compensation of $0.8 million. Net loss for the first quarter 2004 was $8.6 million, or $(0.17) per share, compared to a net loss of $3.2 million, or $(0.07) per share, in the fourth quarter 2003 and $6.5 million, or $(0.16) per share, in the first quarter of 2003. The net loss in the first quarter of 2004 included two non-cash expenses of $7.2 million to recognize the impact of the Company's increased stock price on its outstanding convertible debt and warrant financing that was completed in March 2003, and the expense related to the conversion of $900,000 of convertible debt in March 2004. In March, the Company completed a private placement whereby it directly issued 1.5 million shares of common stock to an institutional investor who had participated in the March 2003 financing. The issuance was for an aggregate purchase price of $3.7 million and did not require banking placement fees. Additionally, prior to the completion of the private placement the institutional investor exercised its right to convert approximately $900,000 of Viewpoint convertible debt it had acquired in March 2003 into shares of Viewpoint common stock. Viewpoint's cash, cash equivalents, and marketable securities as of March 31, 2004 were $11.3 million. This can be compared to cash, cash equivalents, and marketable securities of $9.5 million at December 31, 2003 and $6.9 million at March 31, 2003. The increase in cash, cash equivalents, and marketable securities can be attributed to the private placement, which was completed in March 2004, offset by the Company's operating loss. "The first quarter of 2004 was marked by improved financial performance, increased liquidity and, most importantly, the introduction of new products," said Jay Amato, President and Chief Executive Officer of Viewpoint. "In March, we entered the rapidly growing search business with the Viewpoint Toolbar. We conducted Beta and Pilot Programs and launched Version 1.0 of our Toolbar thus creating a new revenue stream using Viewpoint's existing technology and the resources of our distribution network with little need for additional investments. We also expanded our offering in the ad serving business with the launch of our video ad serving product, AirTime, which delivered advertising on CBS Sportsline for two pilot campaigns during the NCAA's `March Madness' tournament." Mr. Amato concluded, "When we started down this path two quarters ago we had great technology, a vast distribution network, and strong partnerships with market leaders. We have turned those three corporate advantages into two successful product launches, while simultaneously reducing operating costs. I am very pleased with our accomplishments, as the Viewpoint team has done a tremendous amount of work in a short time span. Due to the results seen thus far, I am confident that during the second quarter we will see an increase in revenue from our new product offerings. Throughout 2004, we will continue to build on what we've created, operate efficiently and increase shareholder value. We continue to believe we can exit 2004 at a profitable operating income run rate." CONFERENCE CALL The Company will host a conference call on May 5, 2004 at 9:00 A.M. (Eastern Time) to discuss first quarter 2004 financial results. The conference call will be available via the Internet in the Investor Relations section of Viewpoint's Web site at http://www.viewpoint.com, as well as through CCBN at www.companyboardroom.com. If you are not able to access the live Web cast, dial in information is as follows: Toll-Free Telephone Number: (800) 603-7883 International Telephone Number: (706) 643-1946 Pass code: 6737270 Participants should call at least 10 minutes prior to the start of the call. A complete replay of the conference call will be available approximately one hour after the completion of the call by dialing (800) 642-1687 through Wednesday May 12, 2004. Callers should enter the pass code above to access the recording. ABOUT VIEWPOINT The Viewpoint Platform is the technology behind some of the most innovative, visual experiences on the Web and on the desktop with leading clients such as America Online, Electronic Arts, General Motors, HP-Compaq, IBM, Lexus, Microsoft, Samsung, Scion, Toyota, and Sony. Creative Innovator -- the Company's next-generation ad deployment and management system -- and the Viewpoint Toolbar -- the Vision for the Future of Search -- are the latest breakthrough technologies using the full power of the Viewpoint Platform. Viewpoint Corporation has 100 employees at its headquarters in New York City and in San Francisco, Los Angeles, Chicago, and Detroit. FORWARD LOOKING STATEMENT 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. These statements and expressions 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 statements and expressions. Such 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's revenue from its new product offerings will increase during the second quarter, that Viewpoint will continue to build on its accomplishments, that Viewpoint will operate efficiently, that shareholder value will increase, or that Viewpoint can exit 2004 at a profitable operating income run rate. Viewpoint and Airtime are either registered trademarks or trademarks of Viewpoint Corporation. Other product and company names herein may be trademarks of their respective owners. Copyright 2004 Viewpoint Corporation. All rights reserved. VIEWPOINT CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (Unaudited)
Three Months Ended March 31, December, --------- --------- 2004 2003 2003 -------- -------- -------- Revenues: Licenses ...................................................................... $ 240 $ 1,632 $ 117 Related party licenses ........................................................ 907 50 669 Services ...................................................................... 1,523 1,355 586 Related party services ........................................................ 914 988 1,140 Search ........................................................................ 8 -- -- -------- -------- -------- Total revenues .................................................................. 3,592 4,025 2,512 -------- -------- -------- Cost of revenues: Licenses ...................................................................... 1 47 1 Services ...................................................................... 751 1,176 809 -------- -------- -------- Total cost of revenues .......................................................... 752 1,223 810 -------- -------- -------- Gross profit .................................................................... 2,840 2,802 1,702 -------- -------- -------- Operating expenses: Sales and marketing ........................................................... 1,032 3,382 1,042 Research and development ...................................................... 864 979 948 General and administrative .................................................... 1,724 1,939 2,363 Non-cash stock-based compensation charges ..................................... 226 1,010 320 Depreciation .................................................................. 219 478 238 Amortization of intangible assets ............................................. 3 1 1 Restructuring charges ......................................................... (17) 1,211 138 -------- -------- -------- Total operating expenses ........................................................ 4,051 9,000 5,050 -------- -------- -------- Loss from operations ............................................................ (1,211) (6,198) (3,348) -------- -------- -------- Other income (expense): Interest and other income, net ................................................ 19 23 212 Interest expense .............................................................. (250) (163) (215) Loss on early extinguishment of debt .......................................... -- (1,682) -- Loss on conversion of debt .................................................... (598) -- -- Changes in fair values of warrants to purchase common stock and conversion options of convertible notes ........................... (6,603) 1,424 199 -------- -------- -------- Total other income (expense) .................................................... (7,432) (398) 196 -------- -------- -------- Loss before provision for income taxes .......................................... (8,643) (6,596) (3,152) Provision for income taxes ...................................................... 10 -- 42 -------- -------- -------- Net loss from continuing operations ............................................. (8,653) (6,596) (3,194) Adjustment to net loss on disposal of discontinued operations ................................................................. 19 90 -- -------- -------- -------- Net loss ........................................................................ $ (8,634) $ (6,506) $ (3,194) ======== ======== ======== Basic and diluted net loss per common share: Net loss per common share from continuing operations .......................... $ (0.17) $ (0.16) $ (0.07) Net income per common share from discontinued operations ................................................................. -- -- -- -------- -------- -------- Net loss per common share ....................................................... $ (0.17) $ (0.16) $ (0.07) ======== ======== ======== Weighted average number of shares outstanding -- basic and diluted ............. 50,215 41,365 47,704 ======== ======== ========
VIEWPOINT CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) (Unaudited)
March 31, December 31, 2004 2003 --------- ------------ ASSETS Current assets: Cash and cash equivalents ....................................... $ 5,065 $ 8,530 Marketable securities ........................................... 6,263 958 Accounts receivable, net ........................................ 396 650 Related party accounts receivable, net .......................... 470 914 Prepaid expenses and other current assets ....................... 576 694 --------- --------- Total current assets .................................... 12,770 11,746 Restricted cash ................................................... 388 388 Property and equipment, net ....................................... 1,694 1,859 Goodwill, net ..................................................... 31,276 31,276 Intangible assets, net ............................................ 221 186 Other assets ...................................................... 258 288 --------- --------- Total assets ............................................ $ 46,607 $ 45,743 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable ................................................ $ 880 $ 1,177 Accrued expenses ................................................ 966 1,094 Deferred revenues ............................................... 400 423 Related party deferred revenues ................................. 4,832 4,952 Accrued incentive compensation .................................. 545 545 Current liabilities related to discontinued operations .......... 231 231 --------- --------- Total current liabilities ............................... 7,854 8,422 Accrued expenses .................................................. 394 400 Related party deferred revenues ................................... 3,480 4,706 Convertible notes ................................................. 5,787 2,837 Warrants to purchase common stock ................................. 1,387 110 Subordinated notes ................................................ 1,928 1,801 --------- --------- Total liabilities ...................................... 20,830 18,276 Stockholders' equity: Preferred stock ................................................... -- -- Common stock ...................................................... 52 50 Paid-in capital ................................................... 281,109 274,351 Deferred compensation ............................................. (81) (275) Treasury stock .................................................... (1,015) (1,015) Accumulated other comprehensive loss .............................. (75) (65) Accumulated deficit ............................................... (254,213) (245,579) --------- --------- Total stockholders' equity .............................. 25,777 27,467 --------- --------- Total liabilities and stockholders' equity .............. $ 46,607 $ 45,743 ========= =========
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