-----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, QHdimCeDI+WfNM8trcdGcpfpDc6oGAAWNyKNM5J48tPYDocUWXUd83VwOci3YL1I uK4Z6E47ee3q0rmgjOLKdw== 0000950123-04-013629.txt : 20041115 0000950123-04-013629.hdr.sgml : 20041115 20041115154947 ACCESSION NUMBER: 0000950123-04-013629 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041110 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041115 DATE AS OF CHANGE: 20041115 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: 041145046 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 y68812ze8vk.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) November 10, 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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 10, 2004, the Registrant issued a press release regarding its results of operations for its fiscal first quarter ended September 30, 2004. A copy of the press release issued by the Registrant is furnished herewith as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Press Release, dated November 10, 2004 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: November 15, 2004 EX-99.1 2 y68812zexv99w1.txt PRESS RELEASE EXHIBIT 99.1 VIEWPOINT CORPORATION ANNOUNCES THIRD QUARTER 2004 FINANCIAL RESULTS TOTAL REVENUE INCREASED 20 % SEQUENTIALLY New York, NY - November 10, 2004 - Viewpoint Corporation (NASDAQ: VWPT), a leading provider of Internet graphics and delivery systems, today announced financial results for the third quarter and nine months ended September 30, 2004. Viewpoint reported total revenue of $3.4 million for the third quarter 2004, an increase of 20 percent as compared to $2.8 million in the second quarter 2004 and 34 percent as compared to $2.5 million in the third quarter 2003.Gross profit was $2.6 million for the third quarter of 2004, an increase of 29 percent as compared to $2.0 million in the second quarter of 2004 and 139 percent as compared to $1.1 million for the third quarter of 2003. Jay Amato, President and Chief Executive Officer commented, "We are pleased with our results for the third quarter, especially the company's sequential revenue growth of 20 percent. Our results reflect our strong performance in search revenue coupled with the consistent license revenue associated with sales to Samsung, General Electric, HP-Compaq and Sony, which we signed earlier in the year. During the quarter, we achieved several milestones while delivering on our commitments to operate more efficiently and reduce our operating loss by more than 47 percent from the second quarter of 2004.The Viewpoint team believes that it can continue to deliver enhanced product offerings, control operating expenses, and achieve positive EBITDA run-rate by year-end." Operating loss for the third quarter of 2004 was $1.0 million, a decrease of 47 percent compared to a loss of $1.9 million in the second quarter 2004 and a decrease of 83 percent as compared to a loss of $6.0 million in the third quarter of 2003.Net loss for the third quarter 2004 was $1.3 million, or $(0.02) per share, compared to net income of $0.8 million, or $0.01 per share, in the second quarter 2004 and a net loss of $5.5 million, or $(0.12) per share, in the third quarter of 2003.The net income in the 2004 second quarter reflects the impact of a stock price decrease during that quarter on the company's 2003 convertible debt and warrant financing that resulted in a $3.1 million increase in net income. For the nine months ended September 30, 2004, the Company reported revenue of $9.8 million, compared to $11.0 million for the same period in 2003.Viewpoint's operating expenses for the nine month period ending September 30, 2004 were $11.5 million, compared with $23.0 million as of September 30, 2003.The 50 percent, or $11.5 million, decrease in operating expenses was principally the result of cost reduction efforts put in place by management during 2003 and decreases in non-cash stock based compensation charges. The Company's net loss for the nine months ended September 30, 2004 of $9.2 million, or $(0.17) per share, was based on a loss from operations of $4.0 million, which included charges of $0.3 million for non-cash stock based compensation and $0.6 million for depreciation and amortization.This compares to a net loss for the nine months ended September 30, 2003 of $18.3 million, or $(0.41) per share, based on a loss from operations of $17.1 million, which included $2.4 million of non-cash stock-based compensation charges, $1.3 million of depreciation and amortization, and a $1.9 million restructuring charge related to an office closure and headcount reductions. Viewpoint's cash, cash equivalents, and marketable securities as of September 30, 2004 were $5.7 million. This can be compared to cash, cash equivalents, and marketable securities of $9.5 million as of December 31, 2003 and $8.5 million as of June 30, 2004. Jay Amato, President and Chief Executive Officer continued, "During the third quarter we continued to deliver enhanced product offerings and the metrics related to the Viewpoint Toolbar continue to show positive results. Through today, more than 6 million users have installed the Toolbar and we are currently working on further enhancements of the product with Version 2.5 set for release in January 2005. 2004 has been a successful year delivering on goals we established in March, particularly in the search area. Our key initiatives have been gaining ground and we believe we will continue to achieve our goals through the successful execution of our long-term strategy." CONFERENCE CALL The Company will host a conference call on November 10, 2004 at 9:00 A.M. (Eastern Time) to discuss third quarter 2004 financial results. The conference call will be available via the Internet in the Investor Relations section of - MORE - 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:1657040 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, November 17, 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, General Electric, General Motors, Hewlett Packard, IBM, Lexus, Microsoft, Samsung, Scion, Sony and Toyota. 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. FORWARD LOOKING STATEMENT 2 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 will continue to deliver enhanced product offerings, control operating expenses, achieve positive EBITDA run-rate by year end, continue to achieve its goals or successfully execute its long-term strategy. Viewpoint and Viewpoint Toolbar are trademarks of Viewpoint Corporation. Copyright 2004 Viewpoint Corporation. All rights reserved. 3 VIEWPOINT CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, JUNE 30, --------------------- -------- 2004 2003 2004 Revenue: Licenses $ 158 $ 317 $ 144 Related party licenses 873 - 872 Services 888 1,508 1,066 Related party services 497 693 686 Search 905 - - Advertising systems 46 - 37 -------- -------- -------- TOTAL REVENUE 3,367 2,518 2,805 -------- -------- -------- Cost of revenue: Licenses - 21 3 Services 736 1,419 792 Search 10 - - Advertising systems 43 - 6 -------- -------- -------- TOTAL COST OF REVENUE 789 1,440 801 -------- -------- -------- GROSS PROFIT 2,578 1,078 2,004 -------- -------- -------- Operating expenses: Sales 367 1,124 432 Marketing 562 425 512 Research and development 783 783 860 General and administrative 1,629 3,119 1,790 Non-cash stock-based compensation charges 2 520 56 Depreciation 205 383 205 Amortization of intangible assets 12 1 1 Restructuring charges related to office closure - 674 - -------- -------- -------- TOTAL OPERATING EXPENSES 3,560 7,029 3,856 -------- -------- -------- LOSS FROM OPERATIONS (982) (5,951) (1,852) -------- -------- -------- Other income (expense): Interest and other income, net 23 8 27 Interest expense (231) (257) (236) Loss on early extinguishment of debt - - - Loss on conversion of debt - - (212) Changes in fair values of warrants to purchase common stock and conversion feature of convertible notes (162) 667 3,050 -------- -------- -------- TOTAL OTHER INCOME (EXPENSE) (370) 418 2,629 -------- -------- -------- LOSS BEFORE PROVISION FOR INCOME TAXES (1,352) (5,533) 777 Provision for income taxes 33 26 25 -------- -------- -------- NET INCOME (LOSS) FROM CONTINUING OPERATIONS (1,385) (5,559) 752 Adjustment to net loss on disposal of discontinued operations 90 41 20 -------- -------- -------- NET INCOME (LOSS) $ (1,295) $ (5,518) $ 772 ======== ======== ======== BASIC NET LOSS PER COMMON SHARE: $ (0.02) $ (0.12) $ 0.01 DILUTED NET LOSS PER COMMON SHARE: $ (0.02) $ (0.12) $ 0.01 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 54,205 45,987 52,651 ======== ======== ======== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING-ASSUMING DILUTION 54,205 45,987 56,740 ======== ======== ========
4 VIEWPOINT CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2004 2003 -------- -------- Revenue: Licenses $ 542 $ 2,166 Related party licenses 2,652 1,060 Services 3,477 3,705 Related party services 2,097 4,086 Search 913 - Advertising Systems 83 - -------- -------- TOTAL REVENUE 9,764 11,017 -------- -------- Cost of revenue: Licenses - 96 Services 2,283 4,967 Search 10 - Advertising systems 49 - -------- -------- TOTAL COST OF REVENUE 2,342 5,063 -------- -------- GROSS PROFIT 7,422 5,954 -------- -------- Operating expenses: Sales 1,347 5,188 Marketing 1,558 1,970 Research and development 2,507 2,429 General and administrative 5,143 7,833 Non-cash stock-based compensation charges 284 2,388 Depreciation 629 1,305 Amortization of intangible assets 16 9 Restructuring charges related to office closure (17) 1,885 -------- -------- TOTAL OPERATING EXPENSES 11,467 23,007 -------- -------- LOSS FROM OPERATIONS (4,045) (17,053) -------- -------- Other income (expense): Interest and other income, net 69 42 Interest expense (717) (743) Loss on early extinguishment of debt - (1,682) Loss on conversion of debt (810) - Changes in fair values of warrants to purchase common stock and conversion feature of convertible notes (3,715) 1,010 -------- -------- TOTAL OTHER INCOME (EXPENSE) (5,173) (1,373) -------- -------- LOSS BEFORE PROVISION FOR INCOME TAXES (9,218) (18,426) Provision for income taxes 68 39 -------- -------- NET LOSS FROM CONTINUING OPERATIONS (9,286) (18,465) Adjustment to net loss on disposal of discontinued operations 129 157 -------- -------- NET LOSS $ (9,157) $(18,308) ======== ======== BASIC AND DILUTED NET LOSS PER COMMON SHARE-BASIC AND DILUTED $ (0.17) $ (0.41) ======== ======== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING-BASIC AND DILUTED 52,364 44,463 ======== ========
5 VIEWPOINT CORPORATION CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
SEPTEMBER 30, 2004 DECEMBER 31, 2003 ------------------ ----------------- ASSETS Current assets: Cash and cash equivalents $ 1,762 $ 8,530 Marketable securities 3,902 958 Accounts receivable, net 1,712 650 Related party accounts receivable, net 48 914 Prepaid expenses and other current assets 494 694 -------------- -------------- TOTAL CURRENT ASSETS 7,918 11,746 Restricted cash 319 388 Property and equipment, net 1,463 1,859 Goodwill 31,276 31,276 Intangible assets, net 228 186 Other assets 197 288 -------------- -------------- TOTAL ASSETS $ 41,401 $ 45,743 ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 981 $ 1,177 Accrued expenses 702 1,094 Deferred revenues 515 423 Related party deferred revenues 4,818 4,952 Accrued incentive compensation 545 545 Current liabilities related to discontinued operations 231 231 -------------- -------------- TOTAL CURRENT LIABILITIES 7,792 8,422 Accrued expenses 382 400 Related party deferred revenue 1,027 4,706 Convertible notes - 2,837 Warrants to purchase common stock 821 110 Subordinate notes 2,221 1,801 -------------- -------------- TOTAL LIABILITIES 12,243 18,276 Stockholders' equity Preferred stock - - Common stock 54 50 Paid-in capital 284,939 274,351 Deferred compensation (6) (275) Treasury stock (1,015) (1,015) Accumulated other comprehensive loss (78) (65) Accumulated deficit (254,736) (245,579) -------------- -------------- Total stockholders' equity 29,158 27,467 -------------- -------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 41,401 $ 45,743 ============== ==============
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