-----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, EjLqr8YNZMtaQmpTrytqSo2tfhpk72UaNus93xYN3uvLYK1uG866VGgjFdylxWg3 /cp3Gl5+9jIFqNVUs3Vmeg== 0000950144-03-010105.txt : 20030814 0000950144-03-010105.hdr.sgml : 20030814 20030814172355 ACCESSION NUMBER: 0000950144-03-010105 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030814 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET PICTURES CORP CENTRAL INDEX KEY: 0001088022 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 522213841 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26363 FILM NUMBER: 03848909 BUSINESS ADDRESS: STREET 1: 1009 COMMERCE PARK DR STREET 2: SUITE 400 CITY: OAK RIDGE STATE: TN ZIP: 37830 BUSINESS PHONE: 8654823000 MAIL ADDRESS: STREET 1: 1009 COMMERCE PARK DR STREET 2: SUITE 400 CITY: OAK RIDGE STATE: TN ZIP: 37830 FORMER COMPANY: FORMER CONFORMED NAME: BAMBOO COM INC DATE OF NAME CHANGE: 19990604 8-K 1 g84557e8vk.htm INTERNET PICTURES CORPORATION INTERNET PICTURES CORPORATION
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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): August 14, 2003

INTERNET PICTURES CORPORATION

(Exact name of registrant as specified in its charter)
         
DELAWARE   000-26363   52-2213841
 
 
(State or other
jurisdiction of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification Number)
     
3160 CROW CANYON ROAD, SAN RAMON, CALIFORNIA   94583
 
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (925) 242-4002

N/A

(Former name or former address, if changed since last report)

 

SIGNATURES
Exhibit Index
EX-99.1 PRESS RELEASE

Table of Contents

ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

  (c)   Exhibits

     
Exhibit    
Number   Description
 
99.1   Press Release dated August 14, 2003

ITEM 12: RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following information is furnished pursuant to Item 12, “Disclosure of Results of Operations and Financial Condition.”

On August 14, 2003, Internet Pictures Corporation issued a press release announcing its financial results for the quarter ended June 30, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

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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.

     
INTERNET PICTURES CORPORATION    
 
Dated: August 14, 2003    
     
    /s/ Paul Farmer
   
    Paul Farmer
Chief Financial Officer

 

Table of Contents

Exhibit Index

     
Exhibit    
Number   Description
 
99.1   Press Release dated August 14, 2003

  EX-99.1 3 g84557exv99w1.txt EX-99.1 PRESS RELEASE EXHIBIT 99.1 [INTERNET PICTURES CORPORATION LOGO] IR CONTACT: Paul Farmer (925) 242- 4002 paul.farmer@ipix.com IPIX REPORTS RESULTS FOR SECOND QUARTER 2003 OAK RIDGE, TN/SAN RAMON, CA - August 14, 2003 - Internet Pictures Corporation (Nasdaq: IPIX; "iPIX") announces second quarter 2003 highlights: - Revenues of $6.6 million - Gross margins of 67% - Net income of $0.3 million - $10.1 million of total cash SECOND QUARTER FINANCIAL RESULTS (SEE ATTACHMENTS) iPIX, the global leader in mission critical imaging solutions, today announced financial results for the quarter ended June 30, 2003. iPIX reported revenue for the quarter ended June 30, 2003 was $6.6 million compared to $5.8 million for the quarter ended June 30, 2002. iPIX's gross margin was 67% in the quarter ended June 30, 2003, compared to 62% in the same period of 2002. iPIX recorded $0.3 million of net income in the quarter ended June 30, 2003, compared to a net loss of $0.7 million in the same period of 2002. For the quarter ended June 30, 2003, the fully diluted loss per common share was $0.02, compared to a fully diluted loss per common share of $0.17 in the comparable year-ago quarter. In June 2003, certain investors converted Series B Preferred Stock into 35,455 shares of common stock in accordance with the conversion terms of the Series B Preferred Stock. In the course of accounting for this transaction, the Company re-examined the Series B Preferred Stock Agreements and existing guidance on the calculation of earnings per common share. It was determined in this review that the original analysis of the accounting for the Series B Preferred Stock did not reflect the impact of the undeclared cumulative dividend and the participation rights of the Company's convertible preferred stock on the calculation of earnings (loss) per common share. Following its review of the issues, the Company, in consultation with its auditors, determined that the cumulative dividend, whether or not declared, should be reflected as a reduction in net income (loss) to calculate net income (loss) available to common stockholders and that the participation right of the preferred stock should be considered in the calculation of basic earnings (loss) per common share, if dilutive. As a result, the Company will recalculate its earnings per common share for the quarter ended March 31, 2003, the year ended December 31, 2002 and each of the quarters in 2002. The effect of the restatement of earnings (loss) per share is as follows:
Q1 Q2 Q3 Q4 FY 2002 Q1 2003 ------ ------ ----- ----- ------- ------- EARNINGS (LOSS) PER COMMON SHARE: BASIC - AS REPORTED $(0.22) $(0.10) $0.08 $0.07 $(0.17) $ 0.05 BASIC - RESTATED $(0.29) $(0.17) $0.01 $0.00 $(0.43) $(0.01) DILUTED - AS REPORTED $(0.22) $(0.10) $0.03 $0.03 $(0.17) $ 0.02 DILUTED - RESTATED $(0.29) $(0.17) $0.01 $0.00 $(0.43) $(0.01)
The recalculation of earnings (loss) per common share had no effect on reported revenues, gross profit, net income (loss) or cash balances in any of the periods. For additional information, please refer to the filings made by iPIX with the Securities and Exchange Commission. ABOUT IPIX Internet Pictures Corporation (iPIX(R)) is a leader in mission-critical imaging solutions for eCommerce, classified advertising, security and online marketing. The Company's range of imaging technologies create, process and manage a rich variety of media including still images, immersive images, video, text and audio. iPIX's extensive intellectual property covers patents for immersive imaging, video and surveillance applications. iPIX is headquartered in Oak Ridge, Tennessee, with co-headquarters in San Ramon, California. www.ipix.com ### Internet Pictures and iPIX are trademarks and service marks of Internet Pictures Corporation. All other copyrights and trademarks remain the property of their respective owners. This press release may contain forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the safe harbors under those sections. In some cases, you can identify forward-looking statements by terminology such as "expect," "believe," "may," "will," "plans" and "anticipate," or the negative of such terms or comparable terminology. Forward-looking statements appearing herein include statements concerning operating and profitability plans and goals and restructuring efforts, and are based on current expectations. Actual results may differ materially from those projected in the forward-looking statements based upon a number of factors including (i) the loss of existing, or an inability to attract new iPIX customers (ii) changes in the demand for iPIX products and services, (iii) technological changes, (iv) general economic, financial or market changes or developments and (v) the conversion of Series B Preferred Stock into common stock. The matters discussed in this press release also involve risks and uncertainties described from time to time in Internet Pictures Corporation's filings with the Securities and Exchange Commission. These risks and uncertainties are included from time to time in documents iPIX files with the Securities and Exchange Commission, including but not limited to its Form 10-Ks, Form 10-Qs and Form 8-Ks (www.sec.gov). INTERNET PICTURES CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended Six months ended June 30, June 30, ------------------------- ------------------------- 2002 2003 2002 2003 -------- -------- -------- -------- (unaudited) (unaudited) (restated) (restated) (In thousands, except per share data) Revenue: Transaction services ...................................... $ 3,802 $ 6,058 $ 7,377 $ 11,660 Immersive still solutions ................................. 1,959 408 3,178 1,192 Immersive video solutions ................................. -- 86 -- 91 -------- -------- -------- -------- Total revenue ................................. 5,761 6,552 10,555 12,943 -------- -------- -------- -------- Cost of revenue: Transaction services ...................................... 1,831 1,768 3,500 3,550 Immersive still solutions ................................. 355 287 811 625 Immersive video solutions ................................. -- 82 -- 86 -------- -------- -------- -------- Total cost of revenue ......................... 2,186 2,137 4,311 4,261 -------- -------- -------- -------- Gross profit .................................. 3,575 4,415 6,244 8,682 -------- -------- -------- -------- Operating expenses: Sales and marketing ....................................... 2,153 2,044 4,193 3,805 Research and development .................................. 1,230 1,168 2,511 2,428 General and administrative ................................ 893 834 1,797 1,663 -------- -------- -------- -------- Total operating expenses ...................... 4,276 4,046 8,501 7,896 -------- -------- -------- -------- Income (loss) from operations ............................. (701) 369 (2,257) 786 Other ..................................................... 10 (34) 53 (83) -------- -------- -------- -------- Net income (loss) ......................................... $ (691) $ 335 $ (2,204) $ 703 ======== ======== ======== ======== Net loss per common share, basic and diluted (restated) ... $ (0.17) $ (0.02) $ (0.46) $ (0.03) Weighted average common shares, basic and diluted ......... 6,792 7,004 6,785 6,910
INTERNET PICTURES CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, June 30, 2002 2003 ------------ ----------- (1) (unaudited) (In thousands) ASSETS Cash and cash equivalents .................................... $ 3,020 $ 8,680 Restricted cash and short term investments ................... 2,972 1,400 Accounts receivable, net ..................................... 3,535 2,046 Inventory, net ............................................... 181 180 Prepaid expenses and other current assets .................... 984 1,850 --------- --------- Total current assets ..................................... 10,692 14,156 Computer hardware, software and other, net ................... 4,631 3,571 Other long term assets ....................................... 70 20 Goodwill ..................................................... 3,042 3,042 --------- --------- Total assets ............................................. $ 18,435 $ 20,789 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable ............................................. $ 360 $ 891 Accrued liabilities .......................................... 5,426 4,075 Deferred revenue ............................................. 85 3,078 Current portion of obligations under capital leases .......... 2,403 2,322 --------- --------- Total current liabilities ................................ 8,274 10,366 Obligations under capital leases, net of current portion ..... 1,459 224 Other long term liabilities .................................. 310 76 --------- --------- Total liabilities ........................................ 10,043 10,666 --------- --------- STOCKHOLDERS' EQUITY: Preferred stock (Aggregate liquidation value: $24,560 in 2002, $25,353 in 2003) .......................... 1 1 Common stock ................................................. 65 66 Class B common stock ......................................... -- -- Additional paid-in capital ................................... 513,937 514,961 Accumulated deficit .......................................... (505,117) (504,414) Accumulated other comprehensive loss ......................... (494) (491) --------- --------- Total stockholders' equity ............................... 8,392 10,123 --------- --------- Total liabilities and stockholders' equity ............... $ 18,435 $ 20,789 ========= =========
(1) The December 31, 2002 balances were derived from the audited financial statements. -----END PRIVACY-ENHANCED MESSAGE-----