-----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, BIO8KpDpyBsQCMb2s6hA5KQdffI3+O6JfkHBp/oLlK8gJ7aNAlCUETRD58SCxEGB /6a4oaX5A4k1g4JSA056yA== 0000950133-01-500214.txt : 20010316 0000950133-01-500214.hdr.sgml : 20010316 ACCESSION NUMBER: 0000950133-01-500214 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010314 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIDEO NETWORK COMMUNICATIONS INC CENTRAL INDEX KEY: 0000944310 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] IRS NUMBER: 541707962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22235 FILM NUMBER: 1568573 BUSINESS ADDRESS: STREET 1: 50 INTERNATIONAL DRIVE CITY: PORTSMOUTH STATE: NH ZIP: 03801 BUSINESS PHONE: 6033346700 MAIL ADDRESS: STREET 1: 50 INTERNATIONAL DRIVE CITY: PORTSMOUTH STATE: NH ZIP: 03801 FORMER COMPANY: FORMER CONFORMED NAME: OBJECTIVE COMMUNICATIONS INC DATE OF NAME CHANGE: 19970122 8-K 1 w46591e8-k.txt DATE OF EARLIEST EVENT REPORTED MARCH 14, 2001 1 =============================================================================== 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 MARCH 14, 2001 -------------- (Date of Earliest Event Reported) VIDEO NETWORK COMMUNICATIONS, INC. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE 000-22235 52-1707962 -------- --------- ---------- (State of (Commission (I.R.S. Employer Incorporation) File Number) Identification Number) 50 INTERNATIONAL DRIVE, PORTSMOUTH, NEW HAMPSHIRE 03801 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (603) 334-6700 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) =============================================================================== 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits.
Exhibit Number Description of Exhibit ------- ---------------------- 99.1 Press release issued by Video Network Communications, Inc., dated March 14, 2001, announcing financial results for the fourth quarter and fiscal year ended December 31, 2000.
ITEM 9. REGULATION FD DISCLOSURE On March 14, 2001, Video Network Communications, Inc., a Delaware corporation (the "Company"), issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2000. A copy of the Company's press release announcing these financial results is attached as Exhibit 99.1 hereto and incorporated by reference herein. The information included in this Current Report on Form 8-K (including the exhibit hereto) is being furnished pursuant to Item 9 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended. - 2 - 3 SIGNATURE 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. VIDEO NETWORK COMMUNICATIONS, INC. Date: March 14, 2001 By: /s/ Robert H. Emery -------------------------------------------- Robert H. Emery Chief Financial Officer, Vice President of Administration and Secretary - 3 - 4 EXHIBIT INDEX
Exhibit Number Description of Exhibit ------- ---------------------- 99.1 Press release issued by Video Network Communications, Inc., dated March 14, 2001, announcing financial results for the fourth quarter and fiscal year ended December 31, 2000.
EX-99.1 2 w46591ex99-1.txt PRESS RELEASE DATED MARCH MARCH 14, 2001 1 EXHIBIT 99.1 [VIDEO NETWORK LOGO] NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Robert Emery, Video Network Communications, Inc., (603) 334-6741 Investor Relations: William Walkowiak, Lippert/Heilshorn & Associates, Inc. (212) 838-3777 VIDEO NETWORK COMMUNICATIONS REPORTS RECORD REVENUES FOR FOURTH QUARTER AND FISCAL 2000 $20+ MILLION OUTLOOK FOR 2001 PORTSMOUTH, N.H. (March 14, 2001) -- Video Network Communications, Inc. (Nasdaq: VNCI and VNCIW), a provider of real-time video network communications solutions, today announced fourth quarter and year-end results for the period ended December 31, 2000. The Company recognized $3,611,000 in revenue in the fourth quarter of 2000, compared to $439,000 in the fourth quarter of 1999. For the quarter ended December 31, 2000, the Company reported a net loss of $1.1 million, or $.10 per share. This loss compared to a net loss of $4.0 million, or $.45 per share, for the fourth quarter of 1999. For the year ended December 31, 2000, the Company recognized $8.8 million in revenue compared to $2.4 million for the year ended December 31, 1999, an increase of 266%. The net loss was $6.2 million, or $.65 per share, compared to a net loss of $13.0 million, or $2.52 per share for the comparable period last year. President and CEO Carl Muscari commented: "2000 was an extremely progressive and exciting year for VNCI. It was our third consecutive year of strong growth and the fourth quarter was our fifth consecutive quarter of revenue growth and operating deficit reduction. VNCI's sales, marketing, and engineering teams clearly demonstrated their unique competence in delivering high-value video network solutions to premier customers across diverse markets. As a result, we are confident in our business plan for 2001 and what should be our first profitable year of operation with revenues in excess of $20 million." VNCI is successfully marketing its patented video networking technology in the high end of the expanding collaborative communications market, expected to reach $20 billion by 2003*. In particular, this momentum is expected to favor providers of technology and services that improve productivity and operational efficiency. Today, VNCI's unique hybrid network is 2 allowing information-driven organizations in healthcare, education, finance, broadcast production, and the government/military to provide on-demand, TV-quality video communications and access to video content by key individuals or thousands of end users - without major network or service level upgrades. Stephen LaMarche, Vice President Sales and Marketing, added: "2000 was a breakthrough year for VNCI. Guided by our business strategy, we developed key accounts in target markets, produced follow-on sales, and formed partnerships that will drive development and sales efforts in 2001 and beyond. These large installations have proven that VNCI video networking solutions deliver efficiency, productivity, and cost savings improvements to our customers. Furthermore, the scalability of the VNCI system ensures that as their networks grow in size and complexity, so will their return on investment. We believe VNCI has the vision and the technology to take a leadership position in the exciting, collaborative networking market." During 2000, the Company was successful in establishing customers in vertical markets that have mission-critical video applications. The business plan for 2001 anticipates that these reference accounts will expand their deployments of VNCI's technology and will also serve as reference accounts for potential new customers. Additionally, the Company believes the adoption of video will expand in the business community, as the power of video in all its applications becomes increasingly apparent. The business plan includes expansion of the Company's sales force and increased effectiveness of resellers. The Company, while confident, understands that its prospects are influenced by many risk factors that could adversely affect its business plan and 2001 financial results including potential declines in the economy generally and new competitive technologies. The 2000 10-KSB provides a more fulsome discussion of the Company's undertakings and the associated risks. The Company has scheduled an investor conference call for Thursday, March 15, 2001 at 11:00 a.m. A live webcast of the conference call will be available at the VNCI Web site at www.vnci.net. For those who cannot listen to the live broadcast, an audio replay of the call will be available on the Web site for 30 days. A telephone replay of the call will also be available from 1:00 p.m. EST on March 15 until 1:00 p.m. EST on March 22. To listen to the telephone replay, dial 800-633-8284 (858-812-6440 outside the U.S.) and enter reservation number 18241630. 3 ----------------------------------- ABOUT VIDEO NETWORK COMMUNICATIONS, INC. Video Network Communications designs, develops, and markets video distribution systems that provide full-motion, high-resolution video networking, enabling video broadcast distribution, retrieval of stored video-on-demand and interpersonal video communications. VNCI's patented technology allows the VNCI Video System to use the active telephone wiring to bring TV-quality video anywhere there's a phone jack. The Company's ISDN/IP and Universal (ATM) Gateway solutions extend the system's reach from enterprise desktops out to the wide-area-networks (WANs). The Company's common stock and warrants are listed on The Nasdaq SmallCap Market under the symbols "VNCI" and "VNCIW" respectively. VNCI can be found at www.vnci.net. Except for the historical information herein, the matters discussed in this news release include forward-looking statements that may involve a number of risks and uncertainties. Actual results and future events may vary significantly based on a number of factors, including, but not limited to, risks in product and technology development, market acceptance of new products and continuing product demand, the impact of competitive products and pricing, changing economic conditions and other risk factors detailed in the Company's most recent filings with the Securities and Exchange Commission. *MMTA Forecast # # # 4 VIDEO NETWORK COMMUNICATIONS, INC. Balance Sheets
December 31, December 31, ASSETS 2000 1999 ---- ---- Current assets: Cash and cash equivalents $ 1,660,051 $ 2,594,529 Accounts receivable 3,020,377 376,580 Inventory 4,668,938 4,913,115 Other current assets 42,889 107,379 Total current assets 9,392,255 7,991,603 ------------ ------------ Property and equipment, net 682,815 1,304,785 Trademarks and patents 269,029 234,343 Other assets 8,309 68,309 ------------ ------------ $ 10,352,408 $ 9,599,040 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 29,806 $ 20,000 Accounts payable 1,486,949 462,065 Deferred revenue 2,623,303 28,068 Accrued liabilities 1,645,516 858,785 Current portion of notes payable 109,102 1,685,536 Obligations under capital lease, current portion 7,635 7,798 Total current liabilities 5,902,311 3,062,252 Notes payable 2,855,617 1,717,805 Obligations under capital lease, less current portion 24,556 37,890 Stockholders' equity: Common stock, par value $.01, 30,000,000 shares authorized; 8,812,141 and 10,667,970 issued and outstanding at December 31, 1999 and 2000, respectively 106,680 888,121 Additional paid-in capital 60,110,721 57,170,884 Accumulated deficit (58,647,477) (52,477,912) ------------ ------------ Total stockholders' equity 1,569,924 4,781,093 ------------ ------------ $ 10,352,408 $ 9,599,040 ============ ============
5 VIDEO NETWORK COMMUNICATIONS, INC. Statements of Operations
For the three months ended For the year ended December 31, December 31, 2000 1999 2000 1999 ---- ---- ---- ---- Revenues- net $ 3,610,998 $ 438,564 $ 8,769,389 $ 2,395,111 Cost of sales 2,329,371 1,634,509 5,930,293 2,651,664 -------------- -------------- --------------- --------------- Gross margin 1,281,627 (1,195,945) 2,839,096 (256,553) -------------- -------------- --------------- --------------- Operating expenses: Research and development 861,313 1,033,467 3,770,234 5,039,981 Selling, general and administrative 1,464,491 1,728,769 5,008,465 5,419,855 -------------- -------------- --------------- --------------- Total operating expenses 2,325,804 2,762,236 8,778,699 10,459,836 -------------- -------------- --------------- --------------- Loss from operations (1,044,177) (3,958,181) (5,939,603) (10,716,389) Interest income (expense), net (61,727) (29,056) (229,962) (2,212,840) -------------- -------------- --------------- --------------- Net loss (1,105,904) (3,987,237) (6,169,565) (12,929,229) Cumulative Series B Dividend - ( 9,003) - (31,675) -------------- -------------- --------------- --------------- Net loss attributable to Common shareholders $ (1,105,904) $ (3,996,240) $ (6,169,565) $ (12,960,904 ============== ============== =============== =============== Net loss per common share - basic and diluted $ (0.10) $ (0.45) $ (0.65) $ (2.52) ============== ============== =============== =============== Weighted average shares outstanding - basic and diluted 10,667,970 8,812,141 9,508,644 5,152,988 =============== ============== =============== ===============
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