SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from _______________ to
________________
Commission file number 1-14827
EDUCATIONAL VIDEO CONFERENCING, INC.
(Exact name of small business as
specified in its charter)
Delaware 06-1488212
(State of other jurisdiction (IRS Employer Identification Number)
of incorporation of organization)
35 East Grassy Sprain Road, Yonkers, NY 10710
(Address of principal executive offices)
(914) 787-3500
(Issuer's telephone number, including area code)
Indicate by check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No__
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 4,492,961 shares of Common
Stock as of November 1, 2000.
<PAGE>
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS PAGE
Consolidated Balance Sheet as of September 30, 2000 (unaudited) and as of
December 31, 1999 (audited)................................................... 3
Consolidated Statement of Operations for the three and nine month
periods ended September 30, 2000 (unaudited) and September 30, 1999
(unaudited)................................................................... 4
Consolidated Statement of Cash Flows for the nine month periods ended
September 30, 2000 (unaudited) and September 30, 1999 (unaudited)............. 5
Notes to Consolidated Financial Statements.................................... 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Third quarter developments.................................................... 9
Comparison of three month periods ended
September 30, 2000 and September 30, 1999................................... 10
Comparison of nine month periods ended
September 30, 2000 and September 30, 1999....................................11
Liquidity and capital resources.............................................. 12
Forward-looking statements and risk factors.................................. 13
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .................................... 15
SIGNATURES .................................................................. 16
EXHIBIT INDEX................................................................ 17
2
<PAGE>
EDUCATIONAL VIDEO CONFERENCING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
SEPTEMBER 30, 2000 DECEMBER 31, 1999
------------------ -----------------
(unaudited) (audited)
<S>
Current assets: <C> <C>
Cash and cash equivalents................................................ $9,578,618 $6,925,823
Accounts receivable, net of allowance for doubtful accounts
of $150,000 and $75,000 respectively................................... 1,986,387 461,234
Inventory................................................................ 133,004 -
Prepaid expenses and other current assets................................ 316,898 138,583
------- -------
Total current assets.............................................................. 12,014,907 7,525,640
---------- ---------
Property and equipment, net....................................................... 4,686,800 2,916,091
--------- ---------
Deferred income tax asset, net of valuation allowance............................. - -
License agreement................................................................. 225,000 200,000
Equity and other investments...................................................... 100,000 240,533
Goodwill.......................................................................... 1,185,173 -
Other assets...................................................................... 77,540 15,246
------ ------
Total assets...................................................................... $18,289,420 $10,897,510
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses.................................... 1,412,779 524,539
Current maturities of capitalized lease obligations...................... 15,717 15,717
------ ------
Total current liabilities......................................................... 1,428,496 540,256
Capitalized lease obligations, net of current maturities.......................... 25,424 46,034
------ ------
Total liabilities................................................................. 1,453,920 586,290
--------- -------
Redeemable preferred stock Series B- $100 stated value; 130,000 shares issued and
outstanding 12,282,472 -
----------
Stockholders' equity:
Preferred Stock - $.0001 par value; authorized 1,000,000 shares,
including 200,000 shares designated Series B............................. - -
Common stock - $.0001 par value; authorized 20,000,000 shares, issued
and outstanding 4,492,961 shares and 4,347,243 shares, respectively...... 449 435
Additional paid-in capital............................................... 21,953,004 19,889,224
Accumulated deficit...................................................... (17,400,425) (9,578,439)
---------- ----------
Stockholders' equity.............................................................. 4,553,028 10,311,220
--------- ----------
Total liabilities and stockholders' equity........................................ $18,289,420 $10,897,510
=========== ===========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3
<PAGE>
EDUCATIONAL VIDEO CONFERENCING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
----------------------------- ------------------------------
Sept 30, Sept 30, Sept 30, Sept 30,
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net revenue.................................................. $2,076,287 $137,630 $6,177,197 $477,425
Other income................................................. 28,242 - 62,036 -
Interest income.............................................. 14,922 133,169 148,211 330,398
------ ------- ------- -------
Total revenue ............................................... 2,119,451 270,799 6,387,444 807,823
--------- ------- --------- -------
Operating expenses:..........................................
Cost of sales....................................... 542,042 44,931 1,783,647 176,537
Selling, general and administrative................. 4,056,194 1,852,529 11,149,525 4,169,183
--------- --------- ---------- ---------
Total operating expenses..................................... 4,598,236 1,897,460 12,933,172 4,345,720
--------- --------- ---------- ---------
Net loss..................................................... $(2,478,785) $(1,626,661) $(6,545,728) $(3,537,897)
Beneficial conversion feature of preferred stock............. (264,706) - (705,882) -
Accreted value of warrants................................... (326,300) - (378,918) -
Dividends on preferred stock................................. (66,458) - (191,458) -
------- ---------- ---------- ----------
Net loss available to common stockholders'.................. $(3,136,249) $(1,626,661) $(7,821,986) $(3,537,897)
============ ============ ============ ============
Basic and diluted loss per common share...................... $(.72) ($0.37) $(1.79) ($0.87)
====== ======= ======= =======
Weighted average number of common shares outstanding......... 4,378,236 4,347,243 4,357,895 4,080,326
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4
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EDUCATIONAL VIDEO CONFERENCING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Nine months ended
SEPT. 30, 2000 SEPT. 30, 1999
-------------- --------------
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss ........................................................................... $ (6,545,728) $ (3,537,897)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation .............................................................. 716,328 289,510
Amortization of license agreement ......................................... 25,000 -
Amortization of goodwill .................................................. 99,326 -
Allowance for doubtful accounts ........................................... 25,000 25,000
Loss from equity method investment ........................................ 95,533 -
Changes in operating assets and liabilities, net of effects in the acquisition
of Interboro Institute, Inc:
Increase in accounts receivable ........................................... (1,081,626) (113,595)
(Increase)/decrease in prepaid expenses and other current assets .......... 10,428 (171,154)
Increase in inventory ..................................................... (35,852) -
Increase in other assets .................................................. (62,294) (64,671)
Decrease in accounts payable and accrued expenses ......................... (1,185,700) (137,485)
------------ ------------
Net cash used in operating activities .............................................. (7,939,585) (3,710,292)
------------ ------------
Cash flows used in investing activities:
Purchase of Interboro Institute, Inc., net of cash acquired ............... (113,534) -
Net payments for other investments ........................................ (50,000) -
Purchase of equipment ..................................................... (2,293,484) (1,580,140)
------------ ------------
Net cash used in investing activities .............................................. (2,457,018) (1,580,140)
------------ ------------
Cash flows from financing activities:
Net proceeds from issuance of common stock ................................ 88,000 13,398,905
(Increase)/decrease in deferred offering costs ............................ - 900,000
Principal payments under capital lease obligations ........................ (20,610) (3,469)
Net proceeds from issuance of preferred stock series A .................... 3,519,535
Redemption of preferred stock series A .................................... (3,220,000) -
Net proceeds from issuance of preferred stock series B .................... 12,682,472 -
------------ ------------
Net cash provided by financing activities .......................................... 13,049,397 14,295,436
------------ ------------
Net increase/(decrease) in cash and cash equivalents ............................... 2,652,795 9,005,004
Cash and cash equivalents at beginning of period ................................... 6,925,823 914,700
------------ ------------
Cash and cash equivalents at end of period ......................................... $ 9,578,618 $ 9,919,704
============ ============
Supplemental schedule of non-cash investing and financing activities:
Conversion of series A to common stock .................................... 1,200,000 -
Capital lease obligations incurred ........................................ - 73,3338
Issuance of common stock in lieu of dividends on series A preferred stock.. 191,458 -
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BUSINESS AND BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Educational Video Conferencing, Inc. and its wholly owned subsidiaries,
Interboro Institute, Inc. ("Interboro") and Interboro Holding, Inc. All
significant intercompany balances and transactions have been eliminated.
References below to EVCI, we, us and our include its subsidiaries unless the
context requires otherwise.
We are a leading aggregator and distributor, via live interactive video
conferencing systems, of accredited college courses and degree programs, as well
as corporate training, professional development and continuing education
programs. The instructor can see and hear the students as the students see and
hear the instructor and the students can see and hear each other. The instructor
and the students can also share data at multiple locations. Educational content
is currently being delivered by us over high speed point-to-point or multi-point
digital data lines (T-1 or ISDN).
We expect to complete deploying our proprietary broadband network design at
strategically placed hubs in New York and California by this year end and in
Virginia by mid-February 2001. From these hubs we will be able to link up with
national and international high speed broadband networks of major communications
carriers to provide unique two-way multi-point, multi-media voice, video and
data transmissions. Our broadband network design is unique because it permits
video conferencing at approximately 30 frames per second (broadcast quality)
through ATM, DS-1 and 3, DSL, cable modems or satellite while we control
bandwith and throughput. This means higher quality transmissions at competitive
broadband rates and at lower rates than ISDN service. Our broadband network
design also gives us the opportunity to expand our business by offering our
proprietary software to major corporations that want the travel and time
convenience and cost savings afforded by using our technology to improve real
time multi-point communications among their offices throughout the world for
corporate communications, generally, and for job skills training, professional
development and academic programs. These programs can be obtained from us or
from others that have purchased our software from us, or our customers can
generate them internally.
As a content aggregator and distributor, we presently can offer more than
2,500 courses, 250 degree programs and 1,000 professional development and
continuing education courses from content providers that include St. John's
University, Adelphi University, Clemson University, Manhattan College, The
College of Insurance, Mercy College, Concordia College, Touro University
International, Kaplan Educational Centers and Telecommunications Research
Associates. Since beginning to offer courses in February 1998, through September
30, 2000, we have delivered 485 courses that have resulted in 9,762 completed
student course registrations. We are currently delivering 147 courses,
representing 4,651 student course registrations, to 19 sites located in 12
cities. We are also currently delivering 40 asynchronous courses, representing
226 student course registrations, via the Internet to 40 locations.
Since January 14, 2000, we have owned and operated Interboro Institute, a
two year college in New York City. Interboro Institute offers degree programs
leading to the Associate of Occupational Studies Degree in business
administration (accounting and business management), ophthalmic dispensing,
paralegal studies, administrative secretarial arts (executive, legal,
correspondence or medical secretary) and security services and management.
Interboro Institute continues to operate as a campus college and will also
provide content for remote delivery by us after requisite regulatory approvals
are obtained. Most of Interboro institute's student
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body consists of non-traditional students who pay their tuition using Federal
(Pell) and New York State (TAP) tuition grants.
EVCI acquired the outstanding stock of Interboro on January 14, 2000 for
(i) $672,500, payable out of Interboro's earnings before interest, taxes, debt
and amortization ("EDITDA"), plus (ii) 50% of EBITDA for the three years ending
June 30, 2001, 2002 and 2003.
The accompanying unaudited interim financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and the requirements of item 310(b) of Regulation S -B.
Accordingly, certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and regulations
of the Securities and Exchange Commission. The financial statements reflect all
adjustments (consisting of normal recurring adjustments) which, in the opinion
of management, are necessary for a fair presentation of the results for the
periods shown. There have been no significant changes of accounting policy since
December 31, 1999.
EVCI's results of operations for the interim periods are not necessarily
indicative of the results expected for the full fiscal year or for any future
period and should be read in conjunction with our audited financial statements
as of December 31, 1999 and for the year then ended, and the notes thereto, in
EVCI's 10-KSB for the year ended December 31, 1999.
The information in this report gives effect to a one-for-two reverse split
of our common stock effective February 23, 1999.
NOTE 2 - EARNINGS PER SHARE
Statement of Financial Accounting Standards ("SFAS") No 128, Earnings per
Share, requires dual presentation of basic earnings per share ("EPS") and
diluted EPS on the face of all statements for all entities with complex capital
structures. Basic EPS is computed as net earnings available to common
stockholders divided by the weighted-average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution that could occur
from common shares issuable through stock based compensation including stock
options, restricted stock awards, warrants and convertible securities. Potential
common stock has not been included in the computation of diluted EPS since the
effect would be antidilutive.
NOTE 3 - REVENUE RECOGNITION
EVCI recognizes income ratably over the semester in which courses are given
and as services are performed. Unearned revenue from advance billings is offset
against accounts receivable for financial statement reporting. For the most
recent semester beginning in September, at September 30, 2000 advance billings
amounted to $2,675,012 , which is expected to be recognized as revenue over the
fourth quarter of 2000.
NOTE 4 - PREFERRED STOCK
On February 3, 2000, EVCI received gross proceeds of $4,000,000 for the
issuance of 400,000 shares of 7.5% Series A Convertible Preferred Stock and
three year warrants to purchase 40,000 shares of our common stock at $21.27 per
share. The transaction costs of this private placement were approximately
$480,000. A value of $378,918 was assigned to the warrants. Prior to being
redeemed by us, the Series A preferred stock was convertible into shares of our
common stock at a discount from the "market price", as defined. EVCI is
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accounting for the issuance of the Series A preferred stock in accordance with
"Emerging Issues Task Force Issue No. 98-5," which addresses the issuance of
convertible securities that have a beneficial conversion feature. The conversion
feature is recognized and measured by allocating a portion of the proceeds equal
to the intrinsic value of that feature to additional paid-in capital. The amount
is calculated as the difference between the conversion price and the fair market
value of our common stock at the date of the issuance. Any discount resulting
from the allocation of proceeds to the beneficial conversion feature is
analogous to a dividend and will be recognized as a return to the preferred
stockholder over the period from the date of issuance through the date of the
earliest conversion, as defined.
Accordingly, EVCI recorded a non-cash $705,882 accreted dividend charge for
the nine month period ended September 30, 2000. In September 2000 the holder of
the Series A preferred stock converted 120,000 shares or $1,200,000 in total
stated value of preferred stock into 103,341 shares of our common stock at an
average price of approximately $11.80 per common share. The remaining balance of
$2,800,000 of Series A preferred stock was redeemed by us during September 2000
at a 15% over the stated value, thus resulting in a charge to additional paid in
capital of $420,000. Upon redemption, accumulated accrued dividends on Series A
preferred stock of $191,458 were paid by issuing 17,127 shares of our common
stock valued at $11.18 per share.
On September 22, 2000 we designated 200,000 shares of our authorized
preferred stock as Series B 7% Convertible Preferred Stock. Between September 22
and September 30, 2000, EVCI received gross proceeds of $13,000,000 from the
issuance of 130,000 shares of our Series B preferred stock and three year
warrants to purchase 722,223 shares of our common stock at $20.25 per share. A
value of $400,000 was assigned to the warrants. The transaction costs of this
private placement were approximately $320,000. The $400,000 assigned value to
the warrants and the transaction costs of approximately $320,000 will be
recognized as a deemed dividend to the preferred stockholders over three years.
A portion of the net proceeds from the sale of the Series B preferred was used
to redeem our Series A preferred stock.
The Series B preferred stock is initially convertible into shares of our
common stock at $13.50 per share, the average closing bid price of our common
stock for 20 trading days prior to September 22, 2000. The Series B preferred
stockholders can require EVCI to redeem their preferred shares if EVCI issues
its securities, for a price below the conversion price, and the result is a
change of control of EVCI that is reportable pursuant to Schedule 14A of the
proxy rules. For more information regarding our Series B preferred stock and
related warrants, reference is made to our 8-K filed October 6, 2000.
NOTE 5 - INCOME TAXES
No provision for income taxes has been made for all periods presented since
EVCI has net operating losses. Our net operating losses have resulted in a
deferred tax asset of approximately $1,700,000 at September 30, 2000. Due to the
uncertainty regarding the ultimate amount of income tax benefits to be derived
from EVCI's net operating losses, EVCI has recorded a full valuation allowance.
NOTE 6 - SEGMENT REPORTING
EVCI follows SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related Information." As a result of the acquisition of Interboro, EVCI has two
operating segments: (1) aggregator and distributor, via live interactive video
conferencing systems, of accredited college courses and degree programs, as well
as corporate training, professional development and continuing education
programs and (2) operator of Interboro Institute, a post secondary two-year
degree-granting college.
8
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For the nine month period ended September 30, 2000,
Reportable segment data were as follows:
<TABLE>
<CAPTION>
Three months ended Nine months ended
SEPTEMBER 30, 2000 SEPTEMBER 30, 2000
----------------------------------------
<S> <C> <C>
Net revenue:
EVCI student course registrations $ 200,482 769,377
Interboro Institute 1,875,805 5,407,820
--------- ---------
Total net revenue $ 2,076,287 $ 6,177,197
========= =========
Operating companies net income (loss):
EVCI student course registrations $(2,634,895) $(7,281,394)
Interboro Institute 156,110 735,666
------- ---------
Total net loss $(2,478,785) $(6,545,728)
========= =========
Assets:
EVCI $14,686,890
Interboro Institute 3,602,530
Total assets $18,289,420
==========
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following information should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
financial statements and notes thereto for the year ended December 31, 1999
included in EVCI's 10-KSB for the year ended December 31, 1999 and in also
conjunction with the financial statements and notes thereto for the nine months
ended September 30, 2000 and 1999 included in Item 1 of this report.
THIRD QUARTER DEVELOPMENTS
The substantial time and effort required by EVCI's management to obtain the
$13,000,000 of financing discussed above has limited our ability to conduct
other important business activities. Nevertheless, we continued to
implement our business strategy during the third quarter by activities that
include:
o We continued to place significantly greater emphasis on the marketing of
training and professional development content to corporations.
o We continued to deploy our proprietary broadband network design. From
hubs in New York, California and Virginia, we will be able to link up
with national and international high speed broadband networks of major
communications carriers. Our deployment estimates have been revised
again because of delays by major communications carriers in providing
line services. Additional delays could prevent us from completing
deployment of our hubs in New York and California by this year end and
in Virginia by mid-February 2001.
o EVCI entered into an agreement with the Excite@Home Business Solutions
division of that gives us access to Excite@Home's nationwide high-speed
broadband network. From our strategically placed
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hubs, we will gain access to this network and, accordingly, will be able
to offer internal teleconferencing to major corporations located
throughout the U.S. We plan to sell our proprietary software to
companies that want to improve real time two-way audio and multi-point
communications among their offices throughout the country.
o With Verizon's assistance, EVCI entered into an agreement with YAI
National Institute to provide our video conferencing technologies and
management services to five YAI locations in New York City. If
implementation of the agreements is successful, EVCI and YAI plan to
negotiate a roll out of our technologies and services to additional YAI
locations.
o We trained and redeployed management, marketing, sales, technical and
administrative employees and retained consultants in foreign
jurisdictions in anticipation of expanding internationally.
o We allocated more time, personnel and other resources to accelerating
the implementation of agreements with our corporate customers.
o With Verizon Remote Learning Solutions, we continued a marketing
campaign that bundles the offering of Verizon's DSL services with EVCI's
content, video conferencing and other services. The merger of Bell
Atlantic and GTE and the Verizon strike have delayed the progress of our
co-marketing activities with Verizon.
COMPARISON OF THREE MONTH PERIODS ENDED SEPTEMBER 30, 2000 (THIRD QUARTER OF
2000) AND SEPTEMBER 30, 1999 (THIRD QUARTER OF 1999)
Net revenues for the third quarter of 2000 increased to $2,076,287 from
$137,630 for the third quarter of 1999 due primarily to a 28% increase in EVCI
student course registrations to 1,019 and the addition of Interboro Institute's
3,900 student course registrations. The Interboro Institute registrations
resulted in additional net revenue of $1,875,805. Total student course
registrations were 4,919 in the third quarter of 2000 as compared to 794 in the
third quarter of 1999. Interboro Institute had approximately 975 full time
students attending school for the fall semester. Approximately $600,000 of our
third quarter net revenue is attributable to enrollment at Interboro of 500
students for the summer semester which started in May 2000.
To increase the rate and amount of EVCI student course registrations, EVCI
has been:
o working more closely with education providers and customers to implement
and administer their agreements with EVCI;
o focusing on obtaining education providers with national and
international reputations or regional appeal outside of the Northeast;
o focusing on increasing corporate training programs; and
o providing training to EVCI's co-marketing partners regarding student
recruitment.
Other income of $28,242 for the third quarter of 2000 includes
miscellaneous income from tuition applications fees and other services
attributable to Interboro Institute.
Interest income decreased to $14,922 for the third quarter of 2000 from
$133,169 for the third quarter of 1999 bvecause the proceeds of our IPO had been
used by us.
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Cost of sales increased to $542,042 for the third quarter of 2000 from
$44,931 for the third quarter of 1999 due primarily to an increase of $466,555
forwages of Interboro Institute's professors, adjunct professors, recruiters,
librarian, and learning center, all of which are direct costs.
Salaries and benefits increased by 113 % to $2,115,863 for the third
quarter of 2000 from $994,828 for the third quarter of 1999. EVCI full-time
staff decreased during the third quarter of 2000 by 2 to 133 employees. We
currently have 27 part-time adjunct professors. On September 30, 2000, EVCI had
133 employees as compared to 45 on September 30, 1999. Of the difference between
third quarter 2000 and 1999, $735,410 is attributable to administrative staff at
Interboro Institute. The 88 employees added by us since September 30, 1999 are
engaged as follows: 75 at Interboro Institute and, at EVC, a total of 13 which
is comprised of 2 in sales, a decrease of 4 in recruiting, 8 in operations, 1 in
legal, 1 in artwork and design, and 5 in administration.
Marketing, brochures and student registrations costs increased to $363,208
for the third quarter of 2000 from $320,889 for the third quarter of 1999
primarily due to the replacement of outside agents and brokers with EVCI
salesman and EVCI's reduced attendance at trade shows. These decreases were
offset by increases required for marketing EVCI's services to an increasing
number of potential students.
Professional fees increased to $149,811 for the third quarter of 2000 from
$57,912 for the third quarter of 1999 primarily due to legal and accounting fees
resulting mostly from compliance with SEC disclosure requirements and for
general corporate services and fees for outside enrollment services
administration.
Depreciation and amortization increased to $359,874 for the third quarter
of 2000 from $129,511 for the third quarter of 1999 as a result of purchases of
video conferencing and other equipment, including for the deployment of EVCI's
proprietary broadband network design, and $90,016 of additional expense
attributable to Interboro Institute, which includes goodwill amortization of
$59,326.
Other expenses increased to $1,067,438 for the third quarter of 2000 from
$346,819 for third quarter of 1999 primarily due to increases in rent,
communications, postage, insurance, computer expenses, travel and entertainment
costs, office expenses and investor relations costs that were incurred to
support EVCI's growth and as a result of investment losses of $95,000 relating
to our investment in Visiocom USA. $250,123 of the increase relates to the to
rent, telephone and other expenses of operating Interboro Institute.
COMPARISON OF NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 (FIRST NINE MONTHS OF
2000) AND SEPTEMBER 30, 1999 (FIRST NINE MONTHS OF 1999)
Net revenues for the first nine months of 2000 increased to $6,177,197 from
$477,425 for the first nine months of 1999, primarily due to a 45% increase in
EVCI student course registrations to 2,085 and the addition of Interboro
Institute's 9,350 student course registrations. The Interboro registrations
resulted in additional net revenue of $5,407,820. Total student course
registrations were 11,435 for the first nine months of 2000 as compared to 1,386
for the first nine months of 1999.
Other income of $62,036 for the first nine months of 2000 includes
miscellaneous income from tuition applications fees and other Interboro
Institute related services.
Interest income decreased to $148,211 for the first nine months of 2000
from $330,398 for the first nine months of 1999 because the proceeds from our
IPO were used by us.
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Cost of sales increased to $1,783,647 for the first nine months of 2000
from $176,537 for the first nine months of 1999 due primarily to an increase of
$1,331,191 for wages of Interboro Institute's professors, adjunct professors,
recruiters, librarian, and learning center, all of which are direct costs.
Salaries and benefits increased by 179% to $5,888,749 for the first nine
months of 2000 from $2,108,007 for the first nine months of 1999. EVC staff
increased during the nine months of 2000 by 71 to 133 from 62 on January 1,
2000. On September 30, 1999, EVC had 45 employees as compared to 18 on January
1, 1999. Of the difference between the first nine months of 2000 and 1999,
$1,982,318 is attributable to the addition of the administrative staff at
Interboro Institute. The 71 additional employees since January 1, 2000 are
engaged as follows: 75 at Interboro Institute and, a decrease of 4 at EVC, after
giving effect to redeployment and reduction of staff.
Marketing, brochures and student registrations costs increased to $951,399
for the first nine months of 2000 from $794,221 for the first nine months of
1999 due primarily to costs of marketing EVCI's services to an increasing number
of potential students. The increase was offset by decreases, of approximately
$155,000, resulting from the replacement of outside agents and brokers with EVCI
salesman and EVCI's reduced attendance at trade shows.
Professional fees increased to $618,221 for the first nine months of 2000
from $118,521 for the first nine months of 1999 primarily due to legal and
accounting fees resulting mostly from compliance with SEC disclosure
requirements and for general corporate services and fees for outside enrollment
services administration.
Depreciation and amortization increased to $858,350 for the first nine
months of 2000 from $289,510 for the first nine months of 1999 as a result of
purchases of videoconferencing and other equipment, including for the testing
and deployment of EVCI's proprietary broadband network design and $182,603 of
additional expense attributable to Interboro Institute which includes goodwill
amortization of $99,326.
Other expenses increased to $2,832,806 for the first nine months of 2000
from $856,234 for the first nine months of 1999 primarily due to increases in
rent, communications, postage, insurance, computer expenses, travel and
entertainment costs, office expenses and investor relations costs and investment
losses that were incurred to support EVCI's growth. $669,743 of the increase
relates to the to rent, telephone and other expenses of Interboro Institute.
LIQUIDITY AND CAPITAL RESOURCES
EVCI's initial public offering was completed in the first quarter of 1999,
resulting in gross proceeds to EVCI of $16,060,000 and net proceeds to EVCI of
approximately $13,399,000. All of these proceeds had been expended by June 30,
2000.
Reference is made to Note 4 of Notes to Consolidated Financial Statements
included under Item I of this report for information regarding gross proceeds of
$17,000,000 and net proceeds of approximately $12,980,000 from the issuance of
our Series A and Series B preferred stock, after giving effect to the redemption
of the Series A preferred using proceeds from the sale of Series B preferred.
During the first quarter of 2000, EVCI infused $1,800,000 into Interboro
for working capital and to satisfy certain net worth and other financial
requirements. EVCI does not currently anticipate that Interboro will require
additional cash infusions from EVCI for the foreseeable future.
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Capital expenditures for the first nine months of 2000 increased to
$2,293,484 compared to $1,580,140 for the first nine months of 1999. This
increase was primarily attributable to purchases of video conferencing equipment
required at EVCI's education providers' and corporate customers' sites where
EVCI's video conferenced programs are offered and for the purchase of equipment
to test and deploy EVCI's proprietary broadband network design.
Based on current plans and assumptions relating to our operations, we
believe that cash flow from our operations and the cash remaining from our
financings will be sufficient to satisfy our cash requirements until at least
the third quarter of 2001. After that, we expect to require additional funding
in order to grow. If, however, we are underestimating our cash needs, we will
require additional debt or equity financing sooner. Our ability to obtain the
necessary financing, and its cost to us, are uncertain. Accordingly, we may be
forced to curtail our planned business expansion and may also be unable to fund
our ongoing operations.
FORWARD-LOOKING STATEMENTS AND RISK FACTORS
This Form 10-QSB contains forward-looking statements that involve
assumptions, risks and uncertainties. The words "anticipates," "estimates,"
"believes," "expects," "will," "could," "may," "plans," and similar words are
intended to identify forward-looking statements. EVCI's actual results could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors including:
o because we have had limited revenues and anticipate continuing
significant losses we may not to be able to achieve profitability;
o our continued negative cash flow could materially impede our ability to
operate;
o our success may depend on our ability to obtain substantial additional
financing;
o deployment of our broadband network design may not result in any
significant revenues or profits;
o our broadband network design may not provide a short or long term
competitive advantage;
o our greater emphasis on providing training and development content may
not increase our content delivery revenues substantially;
o our dependence on a limited number of content providers has limited our
ability to increase enrollment to profitable levels;
o We need to substantially increase enrollment by employees of large
corporate customers in order for our distance learning services to
become profitable;
o we are depending on others to materially increase our student
enrollment;
o the cost associated with our content delivery activities may continue to
substantially exceed our revenues from these activities;
o our requiring advance tuition payments and corporate guarantees of
deferred tuition is hindering our effort to increase registration for
our higher education courses and programs;
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o our cash flow from our delivery of higher education content is
unpredictable because we do not control tuition billing by our higher
education providers and collection from our corporate customers;
o changes in training and education policies of our corporate customers
could quickly and materially decrease our existing and potential student
enrollment and, therefore our revenue;
o the lack of exclusivity and non-compete provisions could materially
impair the value of our corporate customer agreements;
o demand for our services may not increase rapidly because training and
education via live interactive video conferencing does not become widely
accepted;
o we depend on our chairman, president and other key management to operate
and grow;
o to succeed we need to attract and maintain more senior management and
skilled administrators and technicians in a highly competitive labor
market;
o we may need to replace obsolete equipment at substantial unanticipated
costs;
o regulatory changes may impose constraints, additional costs or other
burdens on us and our content providers;
o Interboro Institute is subject to extensive Federal and New York State
regulation because it depends on substantial federal and state funds in
order to operate;
o Interboro Institute's prior problems with regulators could reoccur and
adversely affect its operations; and
o the other specific risk factors included in EVCI's filings with the SEC,
including our most current form S-3 registration statement.
Should any of these or other risks and uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated by forward-looking statements. EVCI undertakes no obligation
to update forward-looking statements.
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PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as a part of this report:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
*10.60 - IP Services and Dedicated Access Agreement between At Home
Corporation, through its @Work Division, and the Registrant.
27 - Financial Data Schedule
--------------------
* Confidential treatment is being requested with respect to the redacted
portions of this agreement.
(b) No reports on Form 8-K were filed by EVCI during the quarter ended September
30, 2000.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the issuer caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
EDUCATIONAL VIDEO CONFERENCING, INC.
Dated: November 13, 2000 By: /s/ Richard Goldenberg
---------------------------------------
Richard Goldenberg
Chief Financial Officer
(Principal Financial and Accounting
Officer)
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
*10.60 - IP Services and Dedicated Access Agreement between At Home
Corporation, through its @Work division, and the Registrant.
27 - Financial Data Schedule
------------------------
*Confidential treatment is being requested with respect to the redacted portions
of this agreement.
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