VCampus Announces Second Quarter Financial Results; Total revenues grew by 29% over the same quarter in 2005 as the company makes transition to certification related revenues.RESTON, Va. -- VCampus Corporation (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :VCMP VCMP Vice City Multi-Player (gaming, Grand Theft Auto Online Mod) VCMP Voice Call Management Protocol .OB), a provider of comprehensive e-Learning publishing and hosting services to corporations, government agencies, professional associations and credentialing Credentialing is the administrative process for validating the qualifications of licensed professionals, organizational members or organizations, and assessing their background and legitimacy. organizations, today announced its financial results for the second quarter ended June 30, 2006. Highlights: --The company closed on the $2.1 million acquisition of Prosoft Learning Corporation in the second quarter. The acquisition of Prosoft enables VCampus to add the market globally leading CIW (Certified Internet Webmaster) A program of certification from Prosoft Learning Corporation for professionals specializing in Internet technologies. CIW instructor-led training is offered by authorized training organizations and academic institutions. and CTP CTP (cytidine triphosphate): see cytosine. (1) (Computer-To-Plate) The production of printing plates directly from the computer without requiring film as an intermediate step. certifications to its product offerings. --The company released a major update of Select Partner Courses for (ISC (1) (Internet Systems Consortium, Redwood City, CA www.isc.org) An organization founded by Paul Vixie, Carl Malamud and Rick Adams in 1994 and later sponsored by UUNET and other Internet companies. )2's CISSP (Certified Information Systems Security Professional) The award for successful completion of an examination in computer security administered by the International Information Systems Security Certification Consortium (ISC)2. Program and a new certification course for the CFA Institute The CFA Institute is headquartered in the United States Of America at Charlottesville, Virginia with offices in Hong Kong and London. Formerly known as the Association for Investment Management and Research (AIMR), the Institute awards the prestigious Chartered Financial Analyst in May 2006 and experienced record sales of approximately $80,000 from the two CFA (Computer Fraud and Abuse Act of 1986) Signed into law in 1986, the CFA was a significant step forward in criminalizing unauthorized access to computer systems and networks. The Act applies to "federal interest computers" that include any system used by the U.S. courses in the quarter. These courses are expected to contribute significantly to online tuition revenues going forward. --The Online tuition revenues in Q2 declined in 2006 from the same quarter a year ago from decline in legacy hosting for a single client, a business model the company is rapidly moving away from toward certification related revenues. The company expects to replace legacy online tuition revenues from commodity hosting with Select Partner Certification related revenues significantly going forward with the integration of Prosoft in Q3 2006 and beyond. --The company increased the deferred revenues by 164% from $469,280 in Q2 2005 to $1,239,214 in Q2 2006 largely from prepaid pre·pay tr.v. pre·paid, pre·pay·ing, pre·pays To pay or pay for beforehand. pre·pay ment n. tuition fees
from the Department of Veteran's Administration and from enrollment
in courses from CFA Institute and a few partners.--The company signed a new Select Partner in the second quarter of 2006, the Institute of Management Accountants The Institute of Management Accountants (IMA) is a professional organization headquartered in Montvale, New Jersey consisting of over 70,000 members worldwide. The IMA is dedicated to advancing the role of the management accountant and financial manager within the business with over 65,000 members, which adds to the existing Select Partners such as CFA Institute, (ISC)2, PCI (1) (Payment Card Industry) See PCI DSS. (2) (Peripheral Component Interconnect) The most widely used I/O bus (peripheral bus). Global, Inc., the New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of Institute of Finance, the Association for Financial Professionals, Sourcefire, Inc., the National Contract Management Association, the American College American College is the name of:
forensic 1) adj. from Latin forensis for "belonging to the forum," ancient Rome's site for public debate, and currently meaning pertaining to the courts. Examiners, the Emergency Nurses Association and the Regulatory Affairs Regulatory Affairs (RA), also called Government Affairs, is a profession within regulated industries, such as pharmaceuticals, medical devices, energy, and banking. Regulatory Affairs professionals usually have responsibility for the following general areas: The company reported total revenues of $1,407,668 in the second quarter of 2006 compared to total revenues of $1,277,202 in the first quarter of 2006 and $1,093,089 in the second quarter of 2005. The operating loss operating loss The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income. for the three months ended June 30, 2006 was $1,332,259 compared to $1,712,088 and $1,230,238 for the three months ended March 31, 2006 and June 30, 2005, respectively. With the adoption of the new equity-based compensation standards under SFAS SFAS Statement of Financial Accounting Standards SFAS Special Forces Assessment and Selection SFAS Student Financial Aid Services SFAS Sport Fishing Association of Singapore SFAS Safety Features Actuation System SFAS Statewide Fixed Assets System 123R effective January 1, 2006, the non-cash charge Non-Cash Charge A charge off, made by a company against earnings, that does not require an initial outlay of cash. Notes: Non-cash charges are typically against the depreciation, amortization, and depletion accounts on a company's balance sheet. for stock-based compensation increased to $219,472 in the second quarter of 2006 from $25,499 in the second quarter of 2005. Stock based compensation for the first quarter of 2006 was $229,637. During the second quarter of 2006, the company recorded a deemed dividend of $1,031,703 representing the beneficial conversion feature associated with its Series A-1 Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. as a result of the automatic adjustment in the conversion price for such shares and the exercise price of the related warrants to $0.50 per share, as well as the adjustment in the number of shares issuable upon exercise of the warrants, following stockholder ratification The confirmation or adoption of an act that has already been performed. A principal can, for example, ratify something that has been done on his or her behalf by another individual who assumed the authority to act in the capacity of an agent. of the financing in May 2006. Also during the second quarter, the company recorded a non-cash charge of approximately $109,000, which represents amortization of debt discount and deferred debt offering costs related to the issuance of approximately $3.6 million (June 30, 2006 principal amount of approximately $1.2 million) of convertible promissory notes promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt. in March 2004. Corresponding charges in the first quarter of 2006 and second quarter of 2005 were approximately $117,000 and $203,000, respectively. Including these non-cash charges, VCampus reported a net loss to common stockholders in the second quarter of $2,624,342, or $0.27 per share, compared to a net loss to common stockholders of $1,907,393, or $0.20 per share, for the first quarter of 2005 and $1,456,104, or $0.15 per share, in the second quarter of 2005. For the six months ended June 30, 2006, the company reported revenue of $2,684,870, compared to $2,221,671 for the same period in 2005. The operating losses for the six months ended June 30, 2006 and 2005 were $3,044,747 and $2,652,456, respectively. Including a deemed dividend of $1,031,703 in the 2006 period, stock based compensation of $449,109 and $74,494 for the 2006 and 2005 periods, respectively and approximately $225,000 and $650,000 of non-cash debt discount and deferred debt offering costs amortization for the 2006 and 2005 periods, respectively, VCampus reported a net loss to common stockholders of $4,531,735 ($0.47 per share) for the first six months of 2006, compared to $3,358,777 ($0.37 per share) for the same period in 2005. The company ended the quarter with approximately $2.1 million in cash compared to approximately $3.2 million in cash on March 31, 2006. "The acquisition of Prosoft brings VCampus the valuable CIW and CTP certifications, making us a certification owner, as well as a provider of certification preparation education. We are proceeding with our plan to convert Prosoft's primarily print-based materials into online versions to take advantage of the reach and margins inherent in electronic delivery," said Nat Kannan, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of VCampus Corporation. "I am pleased to report that, not only were we able to close on the Prosoft acquisition on schedule, but also that the integration work is proceeding in line with our projections. We have already implemented most of the cost saving measures we planned and should start to see the financial benefits of those efforts in the third quarter," said Christopher Nelson, Chief Financial Officer. Conference Call and Webcast Mr. Kannan and Mr. Nelson will hold a conference call to discuss the second quarter financial results, business outlook and the Prosoft acquisition integration. The call is scheduled for 4:30 PM Eastern Time on August 22, 2006. Interested parties may participate by dialing (800) 901-5259. International callers may dial (617) 786-4514. Please enter the passcode 37179650. This call is also being webcast by Thomson/CCBN and can be accessed at the VCampus web site at www.vcampus.com. The webcast is also being distributed through the Thomson StreetEvents Network to both institutional and individual investors. Individual investors can listen to the call at www.fulldisclosure.com, Thomson/CCBN's individual investor portal, powered by StreetEvents. Institutional investors Institutional Investor A non-bank person or organization that trades securities in large enough share quantities or dollar amounts that they qualify for preferential treatment and lower commissions. can access the call via Thomson's password-protected event management site, StreetEvents (www.streetevents.com). A replay of the call will be available via telephone from approximately 6:30 PM Eastern Time on August 22, 2006 until 6:30 PM Eastern Time on August 29, 2006. To listen to the replay, participants in the U.S. and Canada should dial (888) 286-8010, and international participants should dial (617) 801-6888. The conference ID for the replay is 70897730. About VCampus(R) VCampus Corporation (OTCBB:VCMP.OB), a provider of comprehensive e-Learning services, helps organizations that offer professional certifications Professional certification, trade certification, or professional designation, often called simply certification or qualification, is a designation earned by a person to assure that he/she is qualified to perform a job or task. and credentials CREDENTIALS, international law. The instruments which authorize and establish a public minister in his character with the state or prince to whom they are addressed. If the state or prince receive the minister, he can be received only in the quality attributed to him in his credentials. unlock the value of their traditional branded course content. Through its innovative Select Partner(TM) Program, VCampus repurposes value-added training content for online delivery to enhance and support professional development programs. The Select Partner Program provides custom course development, publishing, hosting, e-commerce, reporting, account support and marketing services. With over a decade of e-Learning experience, VCampus has delivered more than 3 million courses to more than 1 million desktops/users in professional credentialing and certification organizations, associations, non-profits, corporations, and government agencies. VCampus distributes a courseware Educational software. See CBT and OpenCourseWare. (application) courseware - Programs and data used in Computer-Based Training. library of more than 3,800 web-based courses. VCampus Corporation is headquartered in Reston, VA. For more information, call 800-915-9298, or visit the VCampus Web site at www.vcampus.com. "VCampus" and "Select Partner" are registered trademarks of VCampus Corporation. About Prosoft Learning, a VCampus Company Prosoft offers content and certifications to enable individuals to develop and validate To prove something to be sound or logical. Also to certify conformance to a standard. Contrast with "verify," which means to prove something to be correct. For example, data entry validity checking determines whether the data make sense (numbers fall within a range, numeric data critical Information and Communications Technology Noun 1. communications technology - the activity of designing and constructing and maintaining communication systems engineering, technology - the practical application of science to commerce or industry (ICT (1) (Information and Communications Technology) An umbrella term for the information technology field. See IT. (2) (International Computers and Tabulators) See ICL. 1. (testing) ICT - In Circuit Test. ) workforce skills. Prosoft is a leader in the workforce development arena, working with state and local governments and school districts to provide ICT education solutions for high school and community college students. Prosoft has created and distributes a complete library of classroom and e-learning courses. Prosoft distributes its content through its ComputerPREP division to individuals, schools, colleges, commercial training centers and corporations worldwide. Prosoft owns the CIW job-role certification program for Internet technologies and the CCNT CCNT Constellation Communication and Navigation Transceiver (Certified See certification. in Convergent Network Technologies) certification, and manages the CTP (Convergence Technologies Professional The Convergence Technologies Professional certification program is designed to ensure that all convergence workers have a proper foundation for using the technologies associated with Voice over IP. ) vendor-neutral certification for telecommunications Communicating information, including data, text, pictures, voice and video over long distance. See communications. . To learn more, visit www.ProsoftLearning.com, www.ComputerPREP.com, www.CIWcertified.com and www.CTPcertified.com. Forward Looking Statements This press release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of the federal Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Statements contained herein that are not statements of historical fact are forward-looking. Without limiting the foregoing, references to future growth or expansion or scheduled product launch dates are forward-looking, and words such as "anticipates," "believes," "could," "estimate," "designed to," "expect," "intend," "may," "might," "should," "will," and "would" and other forms of these words or similar words are intended to identify forward-looking information. You should read statements that contain these words carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial position or state other forward-looking information. There might be events in the future that we are not able to predict accurately or control, and any forward-looking statements are subject to risks and uncertainties that could cause our actual results to differ materially. These risks and uncertainties include: (1) our history of losses, projection of future losses and our need to raise additional capital; (2) market acceptance of our new and future products; (3) uncertainties regarding the successful implementation of our Select Partner Program or the timely release of products; (4) uncertainties regarding our ability to achieve growth organically or otherwise and to consummate To carry into completion; to fulfill; to accomplish. A Common-Law Marriage is consummated when the parties live in a manner intended to bring about public recognition of their relationship as Husband and Wife. and integrate any acquisitions, including Prosoft; and (5) growing competition. For additional information regarding risk factors that could affect our future results, please refer to the discussions of "Risk Factors" in our Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2005 and other SEC filings.
VCAMPUS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- -------------------------
2005 2006 2005 2006
------------ ------------ ------------ ------------
Revenues:
Online tuition
revenues $1,029,061 $850,538 $2,052,156 $1,930,795
Development and
other revenues 64,028 251,200 169,515 448,145
Content revenues -- 227,707 -- 227,707
Certification
revenues -- 78,223 -- 78,223
------------ ------------ ------------ ------------
Net revenues 1,093,089 1,407,668 2,221,671 2,684,870
Costs and expenses:
Cost of revenues 390,094 489,249 849,562 902,343
Sales and
marketing 405,745 412,019 924,154 792,898
Product
development and
operations 696,697 678,527 1,409,429 1,353,223
General and
administrative 391,881 592,699 834,451 1,077,499
Sales and use tax
assessment -- -- -- 400,000
Depreciation and
amortization 413,411 347,961 782,037 754,145
Stock-based
compensation 25,499 219,472 74,494 449,109
------------ ------------ ------------ ------------
Total costs and
expenses 2,323,327 2,739,927 4,874,127 5,729,217
------------ ------------ ------------ ------------
Loss from
operations (1,230,238) (1,332,259) (2,652,456) (3,044,347)
Interest expense
and amortization
of debt discount
and debt offering
costs, net (225,866) (110,454) (706,321) (240,054)
------------ ------------ ------------ ------------
Net loss $(1,456,104 $(1,442,713) $(3,358,777) $(3,284,401)
Dividends to
preferred
stockholders -- (1,181,629) -- (1,247,334)
------------ ------------ ------------ ------------
Net loss
attributable to
common
stockholders $(1,456,104) $(2,624,342) $(3,358,777) $(4,531,735)
============ ============ ============ ============
Net loss per share,
basic $(0.15) $(0.27) $(0.37) $(0.47)
============ ============ ============ ============
Net loss per share
-- assuming
dilution $(0.15) $(0.27) $(0.37) $(0.47)
============ ============ ============ ============
VCAMPUS CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, June 30,
2005 2006
------------- -------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $2,488,159 $2,137,278
Accounts receivable, net 209,338 882,650
Loans receivable from related party 15,453 --
Prepaid expenses and other current assets 325,818 301,730
------------- -------------
Total current assets 3,038,768 3,321,658
Property and equipment, net 313,880 380,898
Capitalized software costs and courseware
development costs, net 1,308,577 788,472
Other assets 231,859 198,582
Other intangible assets, net 257,006 1,729,732
Goodwill 328,317 1,093,750
------------- -------------
Total assets $5,478,407 $7,513,092
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $1,182,585 $2,110,956
Accrued expenses 479,316 1,037,222
Accrued sales and use tax liability -- 400,000
Capital lease obligation -- 28,624
Notes payable 191,796 265,348
Deferred revenues 469,280 1,239,214
Accrued dividends payable to preferred
stockholders 14,312 57,925
------------- -------------
Total current liabilities 2,337,289 5,139,289
Long-term liabilities:
Notes payable--less discount and current
portion 479,489 443,755
Capital lease obligation - net of current
portion -- 42,478
------------- -------------
Total liabilities 2,816,778 5,625,522
Commitments and contingencies: -- --
Stockholders' equity:
Series A-1 convertible Preferred Stock 23 23
Series B-1 convertible Preferred Stock -- 24
Common Stock 95,921 97,817
Additional paid-in capital 105,418,644 109,219,535
Accumulated deficit (102,852,959) (107,384,694)
Accumulated other comprehensive loss -- (45,135)
------------- -------------
Total stockholders' equity 2,661,629 1,887,570
------------- -------------
Total liabilities and stockholders' equity $5,478,407 $7,513,092
============= =============
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