United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|
ý |
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2003.
OR
|
o |
Transaction report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to ..
Commission File Number 0-21421
VCAMPUS CORPORATION
(Exact name of registrant as specified in its charter)
|
Delaware |
|
54-1290319 |
|
(State or other jurisdiction of |
|
(I.R.S. Employer Identification No.) |
|
incorporation or organization) |
|
|
|
|
|
|
|
1850 Centennial Park Drive |
|
20191 |
|
Suite 200, |
|
(Zip Code) |
|
Reston, Virginia |
|
|
|
(Address of principal executive offices) |
|
|
|
|
|
|
|
703-893-7800 |
||
|
(Registrant’s telephone number, including area code) |
||
Indicate by check mark whether the registrant (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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o No ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
|
Common Stock, $0.01 par value |
|
1,581,306 shares |
|
(Class) |
|
(Outstanding at May 15, 2003) |
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
VCAMPUS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
|
Three Months Ended |
|
||||
|
|
|
2002 |
|
2003 |
|
||
|
Revenues: |
|
|
|
|
|
||
|
Online tuition revenues |
|
$ |
1,348,887 |
|
$ |
1,511,944 |
|
|
Development and other revenues |
|
94,819 |
|
191,376 |
|
||
|
Other service revenues |
|
21,995 |
|
29,769 |
|
||
|
Net revenues |
|
1,465,701 |
|
1,733,089 |
|
||
|
Costs and expenses: |
|
|
|
|
|
||
|
Cost of revenues |
|
216,926 |
|
459,464 |
|
||
|
Sales and marketing |
|
725,167 |
|
731,761 |
|
||
|
Product development and operations |
|
628,261 |
|
723,950 |
|
||
|
General and administrative |
|
417,451 |
|
464,682 |
|
||
|
Depreciation and amortization |
|
436,447 |
|
248,950 |
|
||
|
Reorganization and other non-recurring charges |
|
— |
|
60,000 |
|
||
|
Stock-based compensation |
|
1,200 |
|
53,809 |
|
||
|
Total costs and expenses |
|
2,425,452 |
|
2,742,616 |
|
||
|
Loss from operations |
|
(959,751 |
) |
(1,009,527 |
) |
||
|
Interest expense |
|
(211,614 |
) |
(27,774 |
) |
||
|
Loss on debt extinguishment. |
|
(267,488 |
) |
— |
|
||
|
Net loss |
|
(1,438,853 |
) |
(1,037,301 |
) |
||
|
Dividends to preferred stockholders |
|
(72,199 |
) |
(579,248 |
) |
||
|
Net loss attributable to common stockholders |
|
$ |
(1,511,052 |
) |
$ |
(1,616,549 |
) |
|
Net loss per share, basic |
|
$ |
(1.03 |
) |
$ |
(1.03 |
) |
|
Net loss per share—assuming dilution |
|
$ |
(1.03 |
) |
$ |
(1.03 |
) |
See accompanying notes.
2
VCAMPUS CORPORATION
CONSOLIDATED BALANCE SHEETS
|
|
|
December 31, |
|
March 31, |
|
||
|
ASSETS |
|
2002 |
|
2003 |
|
||
|
|
|
|
|
(Unaudited) |
|
||
|
Current assets: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
727,466 |
|
$ |
1,342,839 |
|
|
Accounts receivable, less allowance of $31,000 at December 31, 2002 and March 31, 2003 |
|
354,340 |
|
552,878 |
|
||
|
Loans receivable from related parties |
|
116,753 |
|
111,566 |
|
||
|
Loans receivable — current |
|
38,689 |
|
39,139 |
|
||
|
Prepaid expenses and other current assets |
|
659,587 |
|
567,962 |
|
||
|
Total current assets |
|
1,896,835 |
|
2,614,384 |
|
||
|
Property and equipment, net |
|
328,296 |
|
256,783 |
|
||
|
Capitalized software costs and courseware development costs, net |
|
814,730 |
|
819,546 |
|
||
|
Loans receivable — less current portion |
|
65,502 |
|
57,734 |
|
||
|
Other assets |
|
190,446 |
|
190,537 |
|
||
|
Other intangible assets, net |
|
748,492 |
|
694,528 |
|
||
|
Goodwill, net |
|
328,317 |
|
328,317 |
|
||
|
Total assets |
|
$ |
4,372,618 |
|
$ |
4,961,829 |
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Current liabilities: |
|
|
|
|
|
||
|
Accounts payable |
|
$ |
950,262 |
|
$ |
1,002,824 |
|
|
Accrued expenses |
|
827,860 |
|
1,033,634 |
|
||
|
Capital lease obligation — current portion |
|
23,529 |
|
3,707 |
|
||
|
Notes payable — current portion |
|
140,159 |
|
161,369 |
|
||
|
Deferred revenues |
|
783,003 |
|
1,221,045 |
|
||
|
Accrued dividends payable |
|
— |
|
68,745 |
|
||
|
Total current liabilities |
|
2,724,813 |
|
3,491,324 |
|
||
|
|
|
|
|
|
|
||
|
Stockholders’ equity: |
|
|
|
|
|
||
|
Series C convertible Preferred Stock, $0.01 par value per share; aggregate liquidation preference of $7,910,172 and $7,760,214 at December 31, 2002 and March 31, 2003, respectively; 1,000,000 shares authorized; 623,339 and 611,522 shares issued and outstanding at December 31, 2002 and March 31, 2003, respectively |
|
6,233 |
|
6,115 |
|
||
|
Series D convertible Preferred Stock, $0.01 par value per share; aggregate liquidation preference of $8,363,924 at December 31, 2002 and March 31, 2003; 1,200,000 shares authorized; 1,013,809 shares issued and outstanding at December 31, 2002 and March 31, 2003 |
|
10,138 |
|
10,138 |
|
||
|
Series E convertible Preferred Stock, $0.01 par value per share; aggregate liquidation preference of $1,816,557 and $1,840,226 at December 31, 2002 and March 31, 2003, respectively; 3,000,000 shares authorized; 574,895 and 582,350 shares issued and outstanding at December 31, 2002 and March 31, 2003, respectively |
|
5,749 |
|
5,824 |
|
||
|
Series F convertible Preferred Stock, $0.01 par value per share; aggregate liquidation preference of $1,050,000 at December 31, 2002 and March 31, 2003; 3,000,000 shares authorized; 3,000,000 shares issued and outstanding at December 31, 2002 and March 31, 2003 |
|
30,000 |
|
30,000 |
|
||
|
Series F-1 convertible Preferred Stock, $0.01 par value per share; aggregate liquidation preference of $510,445 at December 31, 2002 and March 31, 2003; 1,458,413 shares authorized; 1,458,413 shares issued and outstanding at December 31, 2002 and March 31, 2003 |
|
14,584 |
|
14,584 |
|
||
|
Series F-2 convertible Preferred Stock, $0.01 par value per share; aggregate liquidation preference of $965,230 at December 31, 2002 and March 31, 2003; 60,000 shares authorized; 27,578 shares issued and outstanding at December 31, 2002 and March 31, 2003 |
|
276 |
|
276 |
|
||
|
Series G convertible Preferred Stock, $0.01 par value per share; aggregate liquidation preference of $1,091,652 and $2,000,588 at December 31, 2002 andMarch 31, 2003, respectively; 80,000 shares authorized; 49,320 and 78,041shares issued and outstanding at December 31, 2002 and March 31, 2003, respectively |
|
492 |
|
780 |
|
||
|
Common Stock, $0.01 par value per share; 36,000,000 shares authorized 1,573,904 and 1,581,306 shares issued and outstanding at December 31, 2002 and March 31, 2003, respectively |
|
15,739 |
|
15,813 |
|
||
|
Additional paid-in capital |
|
85,771,622 |
|
87,210,552 |
|
||
|
Accumulated deficit |
|
(84,207,028 |
) |
(85,823,577 |
) |
||
|
Total stockholders’ equity |
|
1,647,805 |
|
||||