<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ___________
Commission File Number: 0-29020
VIEWCAST.COM, INC.
--------------------------------------
(FORMERLY MULTIMEDIA ACCESS CORPORATION)
(Exact Name of Small Business Issuer as Specified in its Charter)
DELAWARE 75-2528700
------------------------------ -----------------------------
(State or other Jurisdiction of (I.R.S. Employer Incorporation
Incorporation or Organization) Identification No.)
2665 VILLA CREEK DRIVE, SUITE 200, DALLAS, TX 75234
--------------------------------------
(Address of principal executive offices)
972/488-7200
-------------------------
(Issuer's Telephone Number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 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
--- ---
As of May 12, 1999, 12,677,113 shares of the Registrant's common stock were
outstanding.
<PAGE> 2
VIEWCAST.COM, INC. AND SUBSIDIARIES
INDEX TO FORM 10-QSB
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets at December 31, 1998 and
March 31, 1999 (Unaudited)...............................................3
Consolidated Statements of Operations for the Three Months
ended March 31, 1998 and 1999 (Unaudited) .............................4
Consolidated Statement of Stockholders' Equity for the
Three Months ended March 31, 1999 (Unaudited)..........................5
Consolidated Statements of Cash Flows for the Three Months
ended March 31, 1998 and 1999 (Unaudited)..............................6
Notes to Consolidated Financial Statements................................7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................10
PART II. OTHER INFORMATION
.............................................................................14
SIGNATURES
.............................................................................15
</TABLE>
2
<PAGE> 3
VIEWCAST.COM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1998 1999
------------- -------------
ASSETS (UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 439,791 $ 5,335,461
Accounts receivable, less allowance for doubtful accounts of $823,500
at December 31, 1998 and $863,600 at March 31, 1999 (unaudited) 1,839,783 1,734,216
Stock subscription receivable 3,400,000 --
Inventory 3,110,588 2,739,502
Prepaid expenses 90,646 97,345
Deferred charges, principally deferred debt issue costs 568,252 425,822
------------ ------------
Total current assets 9,449,060 10,332,346
Property and equipment, net 1,382,044 1,325,883
Software development costs, net 431,500 401,271
Deferred charges 213,048 105,591
Investment in equity securities 2,000,000 2,000,000
Deposits 135,938 134,938
------------ ------------
Total assets $ 13,611,590 $ 14,300,029
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,847,807 $ 618,891
Accrued compensation 326,169 311,462
Deferred revenue 157,891 157,292
Accrued restructuring charges 275,000 100,043
Other accrued liabilities 488,337 536,554
Short-term debt, officer 96,285 --
Shareholder line of credit 3,687,513 2,763,918
Short-term debt, other 117,280 100,487
------------ ------------
Total current liabilities 7,996,282 4,588,647
Long-term debt 1,360,000 950,000
Commitments
Stockholders' equity:
Convertible preferred stock, $.0001 par value:
Authorized shares - 5,000,000
Series A issued and outstanding shares - 334,000 at December 31, 1998
and 91,000 at March 31, 1999 (unaudited) 33 9
Series B shares - 400,000 shares subscribed at December 31, 1998 and
945,000 shares issued and outstanding at March 31, 1999 (unaudited) 40 95
Common stock, $.0001 par value:
Authorized shares - 30,000,000
Issued and outstanding shares - 11,324,974 at December 31, 1998
and 12,423,211 at March 31, 1999 (unaudited) 1,132 1,242
Additional paid-in capital 31,947,418 38,720,623
Accumulated deficit (27,681,409) (29,948,681)
Treasury stock, 261,497 shares at December 31, 1997 and 1998 (11,906) (11,906)
------------ ------------
Total stockholders' equity 4,255,308 8,761,382
------------ ------------
Total liabilities and stockholders' equity $ 13,611,590 $ 14,300,029
============ ============
</TABLE>
See accompanying notes.
3
<PAGE> 4
VIEWCAST.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
----------------------------
1998 1999
------------ ------------
<S> <C> <C>
NET SALES $ 1,834,968 $ 2,014,164
Cost of goods sold 900,802 1,048,465
------------ ------------
GROSS PROFIT 934,166 965,699
Operating expenses:
Selling, general and administrative 1,715,125 1,654,962
Research and development 771,763 975,267
Depreciation and amortization 103,275 154,375
------------ ------------
Total operating expenses 2,590,163 2,784,604
------------ ------------
OPERATING LOSS (1,655,997) (1,818,905)
Other income (expense):
Dividend and interest income 26,123 43,363
Interest expense (161,394) (326,178)
------------ ------------
Total other income (expense) (135,271) (282,815)
------------ ------------
NET LOSS $ (1,791,268) $ (2,101,720)
============ ============
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.21) $ (0.20)
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 8,735,002 11,690,614
============ ============
</TABLE>
See accompanying notes.
4
<PAGE> 5
VIEWCAST.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1999 (UNAUDITED)
<TABLE>
<CAPTION>
CONVERTIBLE ADDITIONAL
PREFERRED STOCK COMMON STOCK PAID-IN ACCUMULATED
SHARES PAR VALUE SHARES PAR VALUE CAPITAL DEFICIT
-------- ----------- -------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1998 734,000 $ 73 11,324,974 $ 1,132 $31,947,418 $(27,681,409)
Sale of convertible preferred stock -
Series B, net 545,000 55 -- -- 5,434,291 --
Conversion of convertible preferred
stock - Series A to common stock (243,000) (24) 670,436 67 (43) --
Conversion of 8% convertible notes
to common stock -- -- 111,909 11 354,727 --
Exercise of options and warrants -- -- 315,892 32 963,537 --
Value of options and warrants
issued for consulting services -- -- -- -- 24,500 --
Other -- -- -- -- (3,807) --
Convertible preferred stock
dividends - Series A and B -- -- -- -- -- (165,552)
Net loss and comprehensive loss -- -- -- -- -- (2,101,720)
=========== =========== =========== =========== =========== ============
BALANCE, MARCH 31, 1999 1,036,000 $ 104 12,423,211 $ 1,242 $38,720,623 $(29,948,681)
=========== =========== =========== =========== =========== ============
<CAPTION>
TOTAL
TREASURY STOCKHOLDERS'
STOCK EQUITY
--------- --------------
<S> <C> <C>
BALANCE, DECEMBER 31, 1998 $ (11,906) $ 4,255,308
Sale of convertible preferred stock -
Series B, net -- 5,434,346
Conversion of convertible preferred
stock - Series A to common stock -- --
Conversion of 8% convertible notes
to common stock -- 354,738
Exercise of options and warrants -- 963,569
Value of options and warrants
issued for consulting services -- 24,500
Other -- (3,807)
Convertible preferred stock
dividends - Series A and B -- (165,552)
Net loss and comprehensive loss -- (2,101,720)
=========== ===========
BALANCE, MARCH 31, 1999 $ (11,906) $ 8,761,382
=========== ===========
</TABLE>
See accompanying notes.
5
<PAGE> 6
VIEWCAST.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
---------------------------
1998 1999
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $(1,791,268) $(2,101,720)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation of fixed assets 81,026 124,146
Amortization of software development costs 22,249 30,229
Non-cash charges to interest expense 46,123 194,625
Non-cash consulting fees exchanged for options and warrants 83,351 24,500
Changes in operating assets and liabilities:
Accounts receivable (444,207) 105,567
Inventory 135,119 371,086
Prepaid expenses (149,378) (6,699)
Deferred charges (20,014) --
Deposits (33,812) 1,000
Accounts payable 14,902 (2,228,916)
Accrued compensation 55,386 (14,707)
Accrued restructuring charges -- (174,957)
Deferred revenue 83,733 (599)
Other accrued liabilities 413,858 (117,335)
----------- -----------
Net cash used in operating activities (1,502,932) (3,793,780)
----------- -----------
INVESTING ACTIVITIES:
Purchase of property and equipment (236,547) (67,985)
Software development costs (88,790) --
----------- -----------
Net cash used in investing activities (325,337) (67,985)
----------- -----------
FINANCING ACTIVITIES:
Net proceeds from convertible preferred stock subscription - Series B -- 8,834,346
Net proceeds from the exercise of options and warrants 6,000 963,569
Repayment of shareholder line of credit -- (923,595)
Repayment of short-term debt-officer (125,000) (96,285)
Other 11,493 (20,600)
----------- -----------
Net cash provided (used) by financing activities (107,507) 8,757,435
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,935,776) 4,895,670
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,117,202 439,791
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,181,426 $ 5,335,461
=========== ===========
</TABLE>
See accompanying notes.
6
<PAGE> 7
VIEWCAST.COM, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements
include the accounts of ViewCast.com, Inc. and its wholly-owned subsidiaries,
Viewpoint Systems, Inc., VideoWare, Inc. and Osprey Technologies, Inc.
(collectively, the Company). All material inter-company accounts and
transactions have been eliminated in consolidation. On April 8, 1999, the
Company changed its name from MultiMedia Access Corporation to ViewCast.com,
Inc. As a result, references to MultiMedia Access Corporation have been changed
to ViewCast.com, Inc. in this report.
The financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting only of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 1999 are not necessarily
indicative of the results that may be expected for the year ending December 31,
1999. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1998 filed with the Secruities and Exchange
Commission.
2. INVENTORIES
Inventory is comprised primarily of purchased electronic components
and computer system products, along with related documentation manuals and
packaging materials and consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1998 1999
----------- -----------
(UNAUDITED)
<S> <C> <C>
Purchased materials $ 815,999 $ 777,748
Work in Progress 108,639 22,597
Finished goods 2,185,950 1,939,157
=========== ===========
$ 3,110,588 $ 2,739,502
============ ===========
</TABLE>
Inventory at December 31, 1998 and March 31, 1999 is presented net of
reserves of $199,255 and $413,602, respectively. Reserves are provided for
lower of cost or market adjustments, obsolescence and for slow moving and
damaged inventory.
3. LONG-TERM DEBT - CONVERTIBLE
In February through March 1999, holders of $410,000 principal amount of 8%
convertible debt exchanged their notes for 111,909 shares of common stock of
the Company at conversion prices ranging from $3.625 to $4.625 per share.
7
<PAGE> 8
VIEWCAST.COM, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
3. CONVERTIBLE PREFERRED STOCK
In January through March 1999, holders of 243,000 shares of Series A
convertible preferred stock converted their shares into 670,436 shares of
common stock of the Company at a conversion rate of 2.759 shares of common for
each share of Series A preferred stock.
In December 1998, the Company began a private placement of 945,000 shares
of a newly created Series B convertible preferred stock at $10 per share.
During January and February 1999, the Company received $8,834,346 net proceeds
from the subscription of 545,000 new Series B shares at $10 per share, and the
collection of $3,400,000 of Series B subscriptions that were outstanding at
December 31, 1998. The Series B preferred stock is convertible into common
stock of the Company at a fixed price of $3.625 per share, subject to certain
requirements, and carries a dividend of 8% per year payable in cash or common
stock of the Company, at the Company's option. Two principal shareholders of
the Company purchased $4,000,000 each of the Series B offering and other
existing shareholders purchased the balance of $1,450,000.
4. NET LOSS PER SHARE
Basic earnings per share is calculated by dividing net income/loss
applicable to common shareholders by the weighted average number of common
shares outstanding for the period. Since the Company has reported net losses
for the periods presented, the computation of diluted loss per share excludes
the effects of options, warrants and convertible debt since their effect is
anti-dilutive.
Loss per share calculations for the three months ended March 31, 1998 and
1999 are as follows:
<TABLE>
<CAPTION>
MARCH 31,
----------------------------
1998 1999
------------ ------------
<S> <C> <C>
Net loss $ (1,791,268) $ (2,101,720)
Preferred dividends and accretion of
issue costs -- (202,949)
============ ============
Net loss applicable to common shareholders $ (1,791,268) $ (2,304,669)
============ ============
Weighted average number of common shares
outstanding 8,735,002 11,690,614
============ ============
Loss per share as reported in the financial
statements: basic and diluted $ (0.21) $ (0.20)
============ ============
</TABLE>
8
<PAGE> 9
VIEWCAST.COM, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
5. BUSINESS RESTRUCTURING
Results of operations for 1998 included charges of $402,800 for resizing and
restructuring the Company's operations and workforce. The charges were recorded
in the fourth quarter of 1998 in accordance with a plan of restructuring
approved by the Board of Directors. The charges included severance costs for
work force reductions of 16 employees including two Executive Officers of the
Company, closure of three sales offices and losses on impairment of certain
assets. Personnel reductions were made in the Company's sales, development and
finance and administration departments in an effort to reduce operating
expenses. During the quarter ended March 31, 1999, the Company paid $174,957 of
accrued restructuring charges that consisted principally of employee severance.
At March 31, 1999, the Company had accrued restructuring charges of $100,043
that consisted mainly of severance to be paid to two former Executive Officers
through June of 1999.
9
<PAGE> 10
VIEWCAST.COM, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
ViewCast.com, Inc. develops, manufactures and markets standards-based
systems that provide advanced video communications applications for business
customers. The Company's VBX(TM) video distribution and switching systems,
Osprey(R) video codecs and video peripherals and ViewCast(R) Internet-video
systems deliver popular video applications, including videoconferencing, video
broadcasting, video-based training, surveillance, distance learning,
telemedicine and Internet/Intranet video communications. The Company's products
are available from leading resellers, systems integrators, OEMs, and
applications developers worldwide. On April 8, 1999, the Company changed its
name to ViewCast.com, Inc. from MultiMedia Access Corporation. As a result,
references to MultiMedia Access Corporation have been changed to ViewCast.com,
Inc. in this report.
This Form 10-QSB contains forward-looking statements which involve
risks and uncertainties. The Company's actual results may differ significantly
from the results discussed in the forward-looking statements. Factors that
might cause such a difference include, but are not limited to, product demand
and market acceptance risks, the impact of competitive products and pricing,
product development, commercialization and technological difficulties, capacity
and supply constraints or difficulties, general business and economic
conditions, the effect of the Company's accounting policies and other risks
detailed in the Company's Annual Report on Form 10-KSB and other filings with
the Securities and Exchange Commission.
RESULTS OF OPERATIONS
Quarter Ended March 31, 1999 compared to Quarter Ended March 31, 1998.
Net Sales. Net sales for the quarter ended March 31, 1999 increased
9.8% to $2,014,164 from $1,834,968 reported for the same period last year. The
increase can be attributed to significant growth of video peripheral and video
streaming products offset, in part, by a modest decline in system sales during
the first quarter of 1999 as compared to the same period in 1998. The Company
has experienced a growing acceptance of its products and technologies in the
market place and expects its sales volumes to continue to increase as the
overall market for video communications products expands.
During the first quarter of 1999, sales of Osprey(R) codecs and
ViewCast(R) video-streaming products increased 83.5% over the same period in
1998 and represented 65.6% of 1999 revenues compared to 39.2% of 1998 revenues.
VBX(TM) video distribution systems decreased 34.3% compared the same period in
1998 and represented 34.2% of 1999 revenues compared to 57.1% of 1998 revenues.
Sales of VBX systems are expected to vary from quarter to quarter due to the
long sales cycle for this product. However, it is anticipated that 1999 VBX(TM)
system sales and sales of all the Company's products will increase over 1998
levels.
Cost of Goods Sold. Cost of goods sold increased $147,663 to
$1,048,465 for the quarter ended March 31, 1999 compared to the same period
last year, primarily due to the increase in net sales described above. Gross
profit margin for the quarter ended March 31, 1999 was 47.9%, representing a
decline from the 50.9% margin reflected in the same period last year. The
decrease in gross margin can be attributed primarily to increased sales to
distribution and OEM partners with contractual sales discounts during 1999 and
a higher sales mix of video peripheral products with lower profit margins. The
Company does not anticipate that this decline in gross profit margin is
permanent but believes that, over extended periods, its margins will remain in
the range of 48% - 52%.
10
<PAGE> 11
VIEWCAST.COM, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (CONTINUED)
Selling, General and Administrative Expense. Selling, general and
administrative expenses decreased from $1,715,125 in the first quarter of 1998
to $1,654,962 in the first quarter of 1999 primarily due to the restructuring
and cost reductions efforts instituted during the fourth quarter of 1998 to
reduce the Company's sales staff and sales administrative costs. The savings
generated from reduced sales expenses were offset in part by increases in both
marketing and customer service expenses during the first quarter of 1999.
Research and Development Expense. Research and development expense
increased from $771,763 in the first quarter of 1998 to $975,267 in the first
quarter of 1999. This increase of $203,504 can be attributed to a lower of cost
or market adjustment to inventory of $275,000 in the current quarter as a
result of new contractual pricing from one of the Company's major suppliers.
Development expenses showed a decline of $72,258 or 11.1% compared to the first
quarter of 1998 due to development staff reductions during the fourth quarter
of 1998.
Other Income (Expense). For the quarter ended March 31, 1999, other
expense increased $147,544 compared to the same period in 1998. This increase
was due primarily to higher interest expense associated with the Company's line
of credit financing consummated in November 1998, and amortization of related
debt issue costs during the current period.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of funds for conducting its business
activities are from the sale of its debt and equity securities and from
operations. The Company requires liquidity and working capital primarily to
fund increases in inventories and accounts receivable associated with sales
growth, development of its products, debt service and for capital expenditures.
Net cash used in operating activities for the three months ended March
31, 1999 was $3,793,780 due primarily to the $2,101,720 net loss for the period
and changes in operating assets and liabilities of $2,065,560 offset in part by
noncash operating expenses of $373,500.
Investing activities utilized cash of $67,985 during the three months
ended March 31, 1999 for capital expenditures of computer equipment, test
equipment and purchased software to aid the development and testing of the
Company's products.
During the first quarter of 1999, financing activities generated cash
in the amount of $8,757,435 due principally to the completion of the Company's
private placement of Series B Convertible Preferred Stock which provided cash
of $8,834,346. The Company also received proceeds of $963,569 from the exercise
of options and warrants and utilized cash in the amount $1,040,480 to retire
short-term debt.
The Company had working capital of $5,743,699 at March 31, 1999 compared
to $1,452,778 at December 31, 1998 and cash and cash equivalents of $5,335,461
at March 31, 1999 compared to $439,791 at December 31, 1998. The Company
experienced moderate sales growth during the first quarter of 1999. However, it
is anticipated that losses will continue during 1999 and until such time as
gross margins from the sales of its products exceed its development, selling,
administrative and financing costs. As revenues continue to grow, operating
expenses are forecasted to decline as a percent of revenues and the Company's
quarterly results are expected to move toward profitability by the end of 1999.
11
<PAGE> 12
VIEWCAST.COM, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (CONTINUED)
The Company believes it has sufficient cash and cash equivalents on hand
to meet its working capital requirements at least through the end of 1999. In
November 1998, the Company entered into a working capital line of credit
financing arrangement for up to $9 million with one of its principal
shareholders. The availability of funds under this facility is subject to
certain borrowing base limitations based principally on outstanding accounts
receivable and inventory. At March 31, 1999, the Company had utilized $2.76
million of this facility and may opt to further utilize the facility to fund
future sales growth. Additionally, the Company expects to receive additional
funds from the exercise of options and warrants during the remainder of 1999.
YEAR 2000
The "Year 2000" issue (Y2K) refers to potential complications that may be
caused by computer hardware and software that were not designed for the change
in the century. If not corrected, such computer hardware and software may cause
management information systems and devices with embedded microprocessors to
fail or miscalculate data.
The Company has largely completed all phases of its Y2K readiness review,
except for contingency planning, with respect to the currently supported
versions of all of its products. As a result, the current versions of each of
the Company products are "Year 2000 Compliant" as defined below, when
configured and used in accordance with the related documentation, and provided
that any other software used with the Company's products are also Year 2000
Compliant. The Company continues to respond to customer questions about prior
versions of its products on a case-by-case basis.
"Year 2000 Compliant" is defined as the ability to:
(a) correctly handle date information needed for the December 31, 1999 to
January 1, 2000 date change;
(b) function according to the product documentation provided for this date
change, without changes in operation resulting from the advent of a new
century, assuming correct configuration;
(c) where appropriate, respond to two-digit date input in a way that
resolves the ambiguity as to century in a disclosed, defined, and predetermined
manner;
(d) if the date elements in interfaces and data storage specify the
century, store and provide output of date information in ways that are
unambiguous as to century; and
(e) recognize year 2000 as a leap year.
The Company has received assurances from its vendors that licensed
software incorporated in its products is Year 2000 Compliant. Despite testing
by the Company and by current and potential clients, and assurances from
developers of products incorporated into the Company's products, the Company's
products may contain undetected errors or defects associated with year 2000
date functions. Known or unknown errors or defects in the Company's products
could result in delay or loss of revenue, diversion of development resources,
damage to its reputation, or increased service and warranty costs, any of which
could materially adversely affect its business, operating results, or financial
condition.
12
<PAGE> 13
VIEWCAST.COM, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (CONTINUED)
The Company's internal systems include both information technology, or IT,
and non-IT systems. An assessment of the Company's material internal IT systems
has been initiated, including both its own software products and third-party
software and hardware technology, but the Company has not initiated an
assessment of its non-IT systems. The Company expects to complete testing its
IT and non-IT systems in 1999. To the extent that it is not able to test the
technology provided by third-party vendors, it is seeking assurances from such
vendors that their systems are Year 2000 Compliant. Although the Company is not
currently aware of any material operational issues or costs associated with
preparing its internal IT and non-IT systems for the Year 2000, the Company may
experience material unanticipated problems and costs caused by undetected
errors or defects in the technology used in its internal IT and non-IT systems.
The Company does not currently have any information concerning the Y2K
compliance status of its customers. The Company's current and potential clients
may incur significant expenses to achieve Y2K compliance. If its clients are
not Y2K compliant, they may experience material costs to remedy problems or
they may face litigation costs. In either case, Y2K issues could reduce or
eliminate budgets that current or potential customers could have for purchases
of the Company's products and services. As a result, the Company's business,
results of operations or financial condition could be materially adversely
affected.
The Company has funded its Y2K plan from available cash and has not
separately accounted for these costs in the past. To date, these costs have not
been material. Any additional costs that may be incurred are not anticipated to
be material. The Company may experience material problems and costs with Y2K
compliance that could adversely affect its business, results of operations and
financial condition.
The Company has not yet fully developed a contingency plan to address
situations that may result if it is unable to achieve Y2K readiness of its
critical operations. The costs of developing and implementing such a plan may
itself be material. Finally, the Company is also subject to external forces
that might generally affect industry and commerce, such as utility or
transportation company Y2K compliance failures and related service
interruptions. There can be no assurance that Y2K will not adversely affect the
Company and its operations.
13
<PAGE> 14
VIEWCAST.COM, INC. AND SUBSIDIARIES
OTHER INFORMATION
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
(Not Applicable)
Item 2. Changes in Securities
(Not Applicable)
Item 3. Defaults Upon Senior Securities
(Not Applicable)
Item 4. Submission of Matters to a Vote of Security Holders
(Not Applicable)
Item 5. Other Information
(None)
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits filed with this report:
Exhibit 27: Financial Data Schedule
(b) Reports on Form 8-K
On March 15, 1999, the Company filed a Form 8-K
describing the terms of private placement of a newly
created Series B convertible preferred stock.
14
<PAGE> 15
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ViewCast.com, Inc.
-----------------------------------
(registrant)
BY:
Date: May 14, 1999 /s/ WILLIAM S. LEFTWICH
-----------------------------------
William S. Leftwich
Chief Financial Officer
Principal Financial Officer
15
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET OF VIEWCAST.COM, INC. AND SUBSIDIARIES AS OF MARCH
31, 1999 (UNAUDITED) AND THE RELATED CONSOLIDATED STATEMENT OF OPERATIONS FOR
THE THREE MONTHS ENDED MARCH 31, 1999 (UNAUDITED) AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 5,335,461
<SECURITIES> 0
<RECEIVABLES> 2,597,816
<ALLOWANCES> 863,600
<INVENTORY> 2,739,502
<CURRENT-ASSETS> 10,332,346
<PP&E> 2,381,579
<DEPRECIATION> 1,055,696
<TOTAL-ASSETS> 14,300,029
<CURRENT-LIABILITIES> 4,588,647
<BONDS> 950,000
0
104
<COMMON> 1,242
<OTHER-SE> 8,760,036
<TOTAL-LIABILITY-AND-EQUITY> 14,300,029
<SALES> 2,009,164
<TOTAL-REVENUES> 2,014,164
<CGS> 1,048,465
<TOTAL-COSTS> 1,048,465
<OTHER-EXPENSES> 975,267
<LOSS-PROVISION> 40,853
<INTEREST-EXPENSE> 194,625
<INCOME-PRETAX> (2,101,720)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,101,720)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,101,720)
<EPS-PRIMARY> (0.20)
<EPS-DILUTED> (0.20)
</TABLE>
