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 September 30, 2004. |
|
|
|
|
|
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.) |
|
|
|
|
|
1850 Centennial Park Drive |
|
20191 |
|
(Zip Code) |
||
|
Reston, Virginia |
|
|
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 |
|
7,882,216 |
|
(Class) |
|
(Outstanding at November 10, 2004) |
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
VCAMPUS CORPORATION
CONSOLIDATED STATEMENTS OF
OPERATIONS
(Unaudited)
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
||||||||
|
|
|
2003 |
|
2004 |
|
2003 |
|
2004 |
|
||||
|
Revenues: |
|
|
|
|
|
|
|
|
|
||||
|
Online tuition revenues |
|
$ |
1,337,103 |
|
$ |
839,968 |
|
$ |
4,191,006 |
|
$ |
3,645,124 |
|
|
Development and other revenues |
|
41,667 |
|
77,667 |
|
411,956 |
|
183,617 |
|
||||
|
Other service revenues |
|
26,931 |
|
— |
|
88,297 |
|
47,890 |
|
||||
|
Net revenues |
|
1,405,701 |
|
917,635 |
|
4,691,259 |
|
3,876,631 |
|
||||
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
||||
|
Cost of revenues |
|
380,049 |
|
304,900 |
|
1,409,464 |
|
1,031,513 |
|
||||
|
Sales and marketing |
|
496,616 |
|
474,774 |
|
1,691,014 |
|
1,424,106 |
|
||||
|
Product development and operations |
|
534,348 |
|
692,851 |
|
1,897,228 |
|
2,077,885 |
|
||||
|
General and administrative |
|
432,566 |
|
404,731 |
|
1,332,786 |
|
1,302,596 |
|
||||
|
Depreciation and amortization |
|
218,221 |
|
316,529 |
|
713,641 |
|
903,128 |
|
||||
|
Reorganization & other non-recurring costs |
|
— |
|
— |
|
172,729 |
|
— |
|
||||
|
Stock-based compensation |
|
28,750 |
|
45,498 |
|
95,564 |
|
107,474 |
|
||||
|
Total costs and expenses |
|
2,090,550 |
|
2,239,283 |
|
7,312,426 |
|
6,846,702 |
|
||||
|
Loss from operations |
|
(684,849 |
) |
(1,321,648 |
) |
(2,621,167 |
) |
(2,970,071 |
) |
||||
|
Other income |
|
— |
|
— |
|
207,138 |
|
173,899 |
|
||||
|
Interest expense and amortization of debt discount and debt offering costs, net |
|
(33,325 |
) |
(446,839 |
) |
(85,105 |
) |
(2,059,381 |
) |
||||
|
Net loss |
|
$ |
(718,174 |
) |
$ |
(1,768,487 |
) |
$ |
(2,499,134 |
) |
$ |
(4,855,553 |
) |
|
Dividends to preferred stockholders |
|
— |
|
— |
|
(2,419,032 |
) |
— |
|
||||
|
Net loss attributable to common stockholders |
|
$ |
(718,174 |
) |
$ |
(1,768,487 |
) |
$ |
(4,918,166 |
) |
$ |
(4,855,553 |
) |
|
Net loss per share, basic |
|
$ |
(0.16 |
) |
$ |
(0.24 |
) |
$ |
(1.72 |
) |
$ |
(0.72 |
) |
|
Net loss per share—assuming dilution |
|
$ |
(0.16 |
) |
$ |
(0.24 |
) |
$ |
(1.72 |
) |
$ |
(0.72 |
) |
See accompanying notes.
2
VCAMPUS CORPORATION
CONSOLIDATED BALANCE SHEETS
|
|
|
December 31, 2003 |
|
September 30, 2004 |
|
||
|
|
|
|
|
(Unaudited) |
|
||
|
ASSETS |
|
|
|
|
|
||
|
Current assets: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
534,984 |
|
$ |
3,135,242 |
|
|
Accounts receivable, less allowance of $5,000 at December 31, 2003 and September 30, 2004 |
|
290,530 |
|
391,551 |
|
||
|
Loans receivable from related party |
|
83,745 |
|
58,355 |
|
||
|
Loans receivable—current |
|
40,526 |
|
41,977 |
|
||
|
Prepaid expenses and other current assets |
|
691,781 |
|
856,025 |
|
||
|
Total current assets |
|
1,641,566 |
|
4,483,150 |
|
||
|
Property and equipment, net |
|
509,662 |
|
521,821 |
|
||
|
Capitalized software costs and courseware development costs, net |
|
1,653,295 |
|
1,848,365 |
|
||
|
Loans receivable—less current portion |
|
33,726 |
|
8,621 |
|
||
|
Other assets |
|
127,598 |
|
483,404 |
|
||
|
Other intangible assets, net |
|
569,494 |
|
435,250 |
|
||
|
Goodwill |
|
328,317 |
|
328,317 |
|
||
|
Total assets |
|
$ |
4,863,658 |
|
$ |
8,108,928 |
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
||
|
Current liabilities: |
|
|
|
|
|
||
|
Accounts payable |
|
$ |
1,222,987 |
|
$ |
1,189,905 |
|
|
Accrued expenses |
|
369,763 |
|
388,098 |
|
||
|
Notes payable |
|
225,000 |
|
25,556 |
|
||
|
Deferred revenues |
|
1,010,563 |
|
1,254,414 |
|
||
|
Total current liabilities |
|
2,828,313 |
|
2,857,973 |
|
||
|
Long-term liabilities: |
|
|
|
|
|
||