-----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, NzUBSqVNh2pCDAa1GGZqPg6PiL+K7aPQtQfPrzdqk/j5PZYwvXY6LbyyHZTacaVq ya2eNlBCd9oph6W3pQfyFQ== 0001157523-05-009764.txt : 20051107 0001157523-05-009764.hdr.sgml : 20051107 20051107130608 ACCESSION NUMBER: 0001157523-05-009764 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051103 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051107 DATE AS OF CHANGE: 20051107 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: 051182733 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 a5014212.txt VIEWPOINT CORPORATION 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 3, 2005 ------------------------------ VIEWPOINT CORPORATION ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-27168 95-4102687 ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer 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.) 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] 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. On November 3, 2005, the Registrant issued a press release regarding its results of operations for its fiscal third quarter ended September 30, 2005. 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 3, 2005. 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 --------------------- (Registrant) Date: November 7, 2005 /s/ William H. Mitchell ----------------------- William H. Mitchell Chief Financial Officer EX-99.1 2 a5014212ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Viewpoint Corporation Announces Third Quarter 2005 Financial Results; Total Revenue Increased 77% Year-over-Year; Gross Profit Increased 80% Year-over Year NEW YORK--(BUSINESS WIRE)--Nov. 3, 2005--Viewpoint Corporation (NASDAQ: VWPT), a leading internet marketing technology company, today announced financial results for the third quarter and nine months ended September 30, 2005. Viewpoint reported total revenue of $6.0 million for the third quarter 2005, a nine percent decrease as compared to $6.6 million in the second quarter 2005 and a 77 percent increase as compared to $3.4 million in the third quarter 2004. Gross profit was $4.6 million for the third quarter of 2005, in line with the second quarter of 2005, and an increase of 80 percent as compared to $2.6 million for the third quarter of 2004. Patrick Vogt, President and Chief Executive Officer, commented, "We are very happy with our year-over-year revenue and gross profit growth. This is clearly an indication of our very diverse business portfolio. Our Search and Service businesses had a solid quarter and we are very positive on those businesses going forward. Although we are disappointed with our sub-par performance in the Ad systems business, we have identified and addressed our challenges specific to that business. Specifically we are changing our sales engagement model, continuing to refine our operation processes, as well as strengthening our sales leadership with the addition of two highly talented individuals. I strongly believe that these key changes have put Viewpoint on track to significantly improve the company's ad serving performance going forward. "I am confident that we are better positioned to further leverage our strong industry relationships to produce improved results in the fourth quarter and beyond. The extensive review of Viewpoint's business has further reinforced my belief that the company is unique and well positioned in this marketplace and we have the opportunity to deliver significant value for all of our customers and shareholders." Net loss for the third quarter 2005 was $1.5 million or $(0.02) per share compared to a net loss of $0.4 million, or $(0.01) per share in the second quarter 2005 and a net loss of $1.3 million, or $(0.02) per share, in the third quarter 2004. Operating loss for the third quarter of 2005 was $1.4 million, compared to operating loss of $0.8 million in the second quarter of 2005 and $1.0 million for the third quarter of 2004. The operating loss in the third quarter of 2005 included a non-cash stock-based charge of $1.1 million compared to a charge of less than $0.1 million in 2004. For the nine months ended September 30, 2005, the Company reported revenue of $18.1 million, an 85 percent increase compared to $9.8 million for the same period in 2004. Viewpoint's operating expenses for the nine month period ending September 30, 2005 were $16.5 million, compared with $11.5 million as of September 30, 2004. The Company's net loss for the nine months ended September 30, 2005 of $2.6 million, or $(0.05) per share, was based on a loss from operations of $3.0 million, which included charges of $1.7 million for non-cash stock based compensation and $1.2 million for depreciation and amortization. This compares to a net loss for the nine months ended September 30, 2004 of $9.2 million, or $(0.17) per share, 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. Viewpoint's cash, cash equivalents, and marketable securities as of September 30, 2005 were $5.4 million. This can be compared to cash, cash equivalents, and marketable securities of $8.7 million as of December 31, 2004 and $4.6 million as of June 30, 2005. Bill Mitchell, Chief Financial Officer commented, "Our year over year growth, including the benefit of the Unicast acquisition in January, was impressive. Furthermore, we are pleased to report another positive quarter of operating income excluding non-cash charges for depreciation, amortization and stock based compensation. It is our third such quarter in the past 12 months. We expect full year 2005 revenue to be over $25 million, which does reflect a reduction in our top line guidance primarily due to shortfalls in our Ad systems business. However, we continue to expect to report positive operating income, excluding non-cash charges for depreciation, amortization and stock based compensation, for the year ending December 31, 2005." FINANCIAL INFORMATION Management prepares and is responsible for the Company's consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States and audited by independent external auditors. The financial information contained in this press release, which is unaudited, is subject to revision and should not be considered final until the Company files its Quarterly Report on Form 10-Q, which is scheduled to occur on or before November 9, 2005. At the present time, the Company has no reason to believe that there will be changes to the financial information contained herein. CONFERENCE CALL The Company will host a conference call on November 3, 2005 at 9:00 A.M. (Eastern Time) to discuss third quarter 2005 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 Thomson/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: 1508314 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 Thursday, November 10, 2005. Callers should enter the pass code above to access the recording. ABOUT VIEWPOINT Viewpoint Corporation is a leading internet marketing technology company. 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, Hewlett Packard, IBM, Lexus, Microsoft, Samsung, Scion, Sony and Toyota. The Unicast Online Advertising Suite - 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. More information on Viewpoint can be found at www.viewpoint.com. The company has 131 employees principally at its headquarters in New York City and in Los Angeles. FORWARD LOOKING STATEMENTS This press release contains "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 Viewpoint's filings and reports on file with the Securities and Exchange Commission as well as the lack of assurances that: changes made to the business will improve Viewpoint's ad systems performance, Viewpoint will be able to leverage industry relationships to improve results in the fourth quarter and beyond, Viewpoint will achieve revenue of $25 million for the year ending December 31, 2005 or be operating income positive for the year ending December 31, 2005, excluding non-cash charges for depreciation, amortization and stock based compensation. Viewpoint, Unicast, and Viewpoint Toolbar are trademarks of Viewpoint Corporation. Copyright (C)2005 Viewpoint Corporation. All rights reserved. VIEWPOINT CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (Unaudited) Three Months Ended September 30, June 30, -------------- --------- 2005 2004 2005 ------ ------ ------ Revenue: Search $ 2,498 $ 905 $2,393 Advertising systems 566 46 1,163 Services 1,744 888 1,564 Related party services 154 497 354 Licenses 124 158 227 Related party licenses 873 873 872 ---------- -------- --------- Total revenue 5,959 3,367 6,573 Cost of revenue: Search 39 10 49 Advertising systems 358 43 847 Services 907 736 1,026 Licenses 8 - 1 ---------- -------- --------- Total cost of revenue 1,312 789 1,923 ---------- -------- --------- Gross profit 4,647 2,578 4,650 Operating expenses: Sales and marketing 1,325 929 1,228 Research and development 1,126 783 1,147 General and administrative 2,077 1,629 2,073 Non-cash stock-based compensation charges 1,147 2 581 Depreciation 213 205 220 Amortization of intangible assets 159 12 179 ---------- -------- --------- Total operating expenses 6,047 3,560 5,428 Loss from operations (1,400) (982) (778) Other income (expense): Interest and other income, net 30 23 32 Interest expense (288) (231) (339) Changes in fair values of warrants to purchase common stock and conversion feature of convertible notes 207 (162) 648 ---------- -------- --------- Total other income (expense) (51) (370) 341 ---------- -------- --------- Loss before provision for income taxes (1,451) (1,352) (437) Provision for income taxes - 33 9 ---------- -------- --------- Net loss from continuing operations (1,451) (1,385) (446) Adjustment to net loss on disposal of discontinued operations - 90 - ---------- -------- --------- Net loss $(1,451) $(1,295) $ (446) ========== ======== ========= Basic and diluted net loss per common share: $ (0.02) $ (0.02) $(0.01) ========== ======== ========= Weighted average number of shares outstanding-basic and diluted 59,136 54,205 58,014 ========== ======== ========= VIEWPOINT CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (Unaudited) Nine Months Ended September 30, ------------- 2005 2004 ------ ------ Revenue: Search $ 7,071 $ 913 Advertising systems 2,461 83 Services 4,551 3,477 Related party services 903 2,097 Licenses 506 542 Related party licenses 2,618 2,652 ---------- -------- Total revenue 18,110 9,764 Cost of revenue: Search 134 10 Advertising systems 1,723 49 Services 2,743 2,279 Licenses 11 4 ---------- -------- Total cost of revenue 4,611 2,342 ---------- -------- Gross profit 13,499 7,422 Operating expenses: Sales and marketing 3,828 2,905 Research and development 3,465 2,507 General and administrative 6,237 5,143 Non-cash stock-based compensation charges 1,742 284 Depreciation 666 629 Amortization of intangible assets 516 16 Restructuring charges related to office closure - (17) ---------- -------- Total operating expenses 16,454 11,467 Loss from operations (2,955) (4,045) Other income (expense): Interest and other income, net 86 69 Interest expense (943) (717) Loss on conversion of debt - (810) Changes in fair values of warrants to purchase common stock and conversion feature of convertible notes 1,037 (3,715) ---------- -------- Total other income (expense) 180 (5,173) ---------- -------- Loss before provision for income taxes (2,775) (9,218) Provision for income taxes 12 68 ---------- -------- Net loss from continuing operations (2,787) (9,286) Adjustment to net loss on disposal of discontinued operations 145 129 ---------- -------- Net loss $(2,642) $(9,157) ========== ======== Basic and diluted net loss per common share: $ (0.05) $ (0.17) ========== ======== Weighted average number of shares outstanding - basic and diluted 58,274 52,364 ========== ======== VIEWPOINT CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) (Unaudited) September 30, 2005 December 31, 2004 ------------------ ------------------ Assets Current assets: Cash and cash equivalents $ 3,471 $ 5,905 Marketable securities 1,941 2,757 Accounts receivable, net 3,213 2,583 Related party accounts receivable, net 26 26 Prepaid expenses and other current assets 658 421 ------------ ----------------- Total current assets 9,309 11,692 Restricted cash 181 320 Property and equipment, net 1,288 1,485 Goodwill 33,409 31,276 Intangible assets, net 4,269 230 Other assets 113 270 ------------ ----------------- Total assets $48,569 $45,273 ============ ================= Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 1,403 $ 1,218 Accrued expenses 1,157 244 Deferred revenue 308 431 Related party deferred revenue 1,117 4,607 Current portion of notes payable 665 - Accrued incentive compensation 545 545 Current liabilities related to discontinued operations 231 231 ------------ ----------------- Total current liabilities 5,426 7,276 Accrued expenses - Deferred Rent 356 365 Warrants to purchase common stock 249 1,286 Subordinate notes 2,011 2,388 Unicast notes 1,627 - Stockholders' equity Preferred stock - - Common stock 60 57 Paid-in capital 297,843 290,260 Deferred compensation (3) (5) Treasury stock (1,015) (1,015) Accumulated other comprehensive loss (64) (60) Accumulated deficit (257,921) (255,279) ------------ ----------------- Total stockholders' equity 38,900 33,958 ------------ ----------------- Total liabilities and stockholders' equity $48,569 $45,273 ============ ================= CONTACT: Viewpoint William H. Mitchell, 212-201-0800 whmitchell@viewpoint.com or Investor Relations: 212-201-0800 ir@viewpoint.com -----END PRIVACY-ENHANCED MESSAGE-----