##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 Form 10-K
 þ
    
    Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2008.
 o
    
    Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Transition period from  to .
 Commission File Number: 0-29020
 ViewCast.com, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    75-2528700(State or other jurisdiction of incorporation or
 organization)
    
    (I.R.S. Employer Identification No.)3701 W. Plano Parkway, Suite 300, Plano, TX
    
    75075(Address of principal executive offices)
    
    (Zip Code)
 972-488-7200
 
  None
 Common Stock, $.0001 par value
 Yes o No þ
 Yes o No þ
 þ o
 o
  Large accelerated filer o

  

Accelerated filer o




Non-accelerated filer o




 


Smaller reporting company þ
 o þ




---



##### 



TABLE OF CONTENTS
 Item
    
    PageNo.
    
    No.Part I1. Business
    
    
    32. Properties
    
    
    113. Legal Proceedings
    
    
    124. Submission of Matters to a Vote of Security Holders
    
    
    12Part II5. Market for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
    
    
    136. Selected Financial Data
    
    
    137. Managements Discussion and Analysis of Financial Condition and Results
of Operation
    
    
    147A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    198. Financial Statements and Supplementary Data
    
    
    209. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
    
    
    419A(T). Controls and Procedures
    
    
    419B. Other Information
    
    
    42Part III10. Directors, Executive Officers and Corporate Governance
    
    
    4311. Executive Compensation
    
    
    4312. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    4313. Certain Relationships and Related Transactions, and Director Independence
    
    
    4314. Principal Accountant Fees and Services
    
    
    4315. Exhibits and Financial Statement Schedules
    
    
    44Exhibit 23.1Exhibit 31.1Exhibit 32.1




---



##### Table of Contents



PART I
 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
     
 Item 1. Business
 Overview
 ® ® ®
 ®
  3




---



##### Table of Contents



Industry Background and Market Drivers
  Market Drivers
  
    
    Transition to Government mandated digital broadcasting drives adoption of digital
equipment
 
    
    U.S. transition to digital TV
    
    New IPTV services;
 
    
    Increase in worldwide broadband access
 
    
    Fuels growth of digital video access and adoption of video encoder, transcoder
and management systems;
 
    
    Increase in HD content demand drives the need for advanced solutions;
    
    Shift in advertising spend (TV vs. Web);
    
    Move toward revenue model standardization;
    
    New streaming technologies;
  4




---



##### Table of Contents




    
    Increased need for business efficiencies to survive the economic downturn; and
    
    Increased adoption of mobile video worldwide is expected to drive the demand for
efficient video compression solutions (and delivery solutions).
  
    
    Simultaneous technology enhancements such as higher compression rates, better caching,
smart control of bandwidth utilization and higher resolution will likely spur further
growth as the viewing experience for end-users continues to improve;
    
    Various entertainment portals and media companies are active in the market to utilize
the over the top Internet delivery model as a profitable medium; and
    
    The value proposition in terms of investment, efficiency, flexibility and speed
continues to increase demand on the enterprise side.
 How ViewCast Addresses the Industry
  
    
    ViewCast develops industry-leading solutions for the transformation and delivery
of professional quality video over IP and mobile networks
    
    We simplify the complex workflows required for the Web-based streaming of news,
sports, music and other video content to computers and mobile devices
    
    We empower broadcasters, businesses and governments to repurpose their content,
reach new markets, and expand their audiences
    
    We provide the highly reliable technology required to deliver the
multi-platform experiences driving todays digital media market
  ViewCast Workflow Offering
 Ingest
    
    ViewCast/AnceptEncode
    
    ViewCastTranscode
    
    Ancept (with Third Party)Stream (live)
    
    ViewCastDeliver (file)
    
    AnceptManage
    
    AnceptProtect
    
    ViewCastAccess/Play-out
    
    Ancept
 The digital asset management market alone will reach $632 million in revenues in 2009,
reflecting an anticipated compound average growth rate (CAGR) of 26 percent as the market continues
to mature.
  5




---



##### Table of Contents



ViewCast Advantage
  
    
    Proprietary designs & proven performance,
    
    Patent-pending technologies,
    
    Third-party integration capabilities,
    
    Established relationships with other industry leaders,
    
    Broad portfolio of solutions:
 
    
    Capture Cards, Appliances, Software,
 
    
    Strong brand and product awareness:
 
    
    Osprey Cards, Niagara Encoders, Ancept Media Server,
 
    
    Solutions for multiple markets, and multiple applications,
    
    Global presence, and
    
    Reputation for reliable, advanced technology and design:
 
    
    Controlled engineering & manufacturing process.
 Corporate Growth and Value
  
    
    Rapidly Growing Market. Media, enterprise, government, and network communication
sectors are adopting and allocating funds for digital media technologies;
    
    Profitability and Increasing Revenue.Viewcast believes that a focus on revenue and
market share growth, both organically and through acquisition, will enable us to realize
long-term profitability and enhanced stockholder value;
    
    Strong Products and Brand Equity. ViewCast is positioned for the market with well known
solutions that appeal to a broad range of industries and to continue investment in research
and development projects;
    
    Two-Pronged Sales Focus. Well established worldwide indirect channels and large account
& OEM business development;
    
    Maintain Efficient Operations.We will continue to monitor expenses during 2009 while
investing in growth areas of sales, marketing, and research and development; and
 
    
    Continue to Increase and Enhance Our Industry and Technology Relationships.We have
established significant industry partnerships with leaders in the technology and video
industry. We intend to strengthen these partnerships and continue to establish new
partnerships to enhance endorsements, referrals, technology, product development, channel
distribution, and sales. We seek companies who can add valuable services, technology or
bundling opportunities to our product offerings with the potential of future
co-development, merger or acquisition by ViewCast.
  6




---



##### Table of Contents



ViewCast Solutions and Services
  
    
    Osprey Video® line of capture cards,
    
    Niagara® line of video encoding systems and related SimulStream® and Niagara SCX®
software,
    
    Digital asset management software inclduing Ancept® Media Server, and
    
    Other complementary products and technologies from leading providers.
  Osprey Video Products. ®
 
    
    Osprey Video Capture Cards
 
    
    Designed for video acquisition/capture/streaming
    
    Award-winning capture cards for streaming from the first card for Web streaming
to professional-quality cards for Internet TV:
 
    
    Analog /Digital Audio & Video
    
    Standard & High Definition
    
    PCI & PCI Express
    
    Composite, Component & SDI Video,Y/C, S-Video
    
    Balanced & Unbalanced Audio
 Niagara Streaming Systems and Software. ® ®
 
    
    Niagara Streaming Systems & Appliances
 
    
    Complete systems designed for live video streaming:
 
    
    Acquire, transform, and deliver video content to IP and mobile networks
    
    Dedicated, embedded operating systems, optimized for video encoding
 
    
    Features Niagara SCX® and SimulStream® technology:
 
    
    Stream a single video source in multiple formats, bitrates and
resolutions  simultaneously
    
    Configure & control over the network through an easy-to-use Web
interface
  7




---



##### Table of Contents




    
    Niagara Encoding and Remote Management Software
 
    
    Niagara SCX® for multiple format encoding and remote management:
 
    
    Encode into multiple formats from one Niagara system  enabling a
multi-platform user experience
    
    Provides cost-effective scalability
    
    Robust SDK provides integration into partner and customer applications
    
    Crop, scale, de-interlace, closed-captioning, watermarking
 
    
    SimulStream®:
 
    
    Video stream virtualization
    
    Encode one video source into multiple formats  simultaneously
 Digital Asset Management and Workflow Software.
 
    
    ViewCast Ancept Media Server Software
 
    
    Full-featured Digital Asset Management solution supports the needs of large
enterprises, while remaining flexible and affordable to serve the needs of small to
medium businesses.
    
    Includes comprehensive workflow, production, management and distribution
capabilities for digital assets in multiple asset types (.doc, .pdf., .xls, still
images, video, audio).
    
    Customers include eBay, University of Michigan, Ogilvy & Mather, Sesame
Workshop, UPS and others. Ideal for commercial media and entertainment production,
large enterprises, and variety of other applications.
 
    
    ViewCast Ancept Media Portal software
 
    
    Digital Video Asset Management solution
    
    Provides video management and distribution capabilities throughout an enterprise
for employees, partners, customers, consumers.
    
    Includes Live Event Manager, which allows scheduling, recording and delivery of
live video webcasts from any encoder and video source on the network.
    
    Live and VOD management and distribution.
    
    Comprehensive workflow.
    
    Ideal for small, medium and large size enterprises, broadcasters, narrowcasters.
 Marketing and Sales
  
    
    Broadcasters and Narrowcasters,
    
    Federal, State, and Local Government,
    
    Small, Medium, and Large Enterprises,
    
    Mobile and Wireline Carriers,
    
    Content Delivery Networks, and
    
    Digital Signage Integrators.
  8




---



##### Table of Contents




    
    ViewCast  best-in-class live encoding solutions:
 
    
    Industry leading brands, proven solutions, Microsoft & Adobe partner,
significant customers
 
    
    Ancept  best-in-class media management solutions:
 
    
    Strong industry brand, robust & proven solutions, IBM partner, significant
customers
 
    
    Ancept customers have access to a high-quality content ingest solution using Niagara
encoders:
 
    
    Integrated control via Web Services (SDK)
 
    
    ViewCast customers have available a robust content management solution  Ancept Media
Server:
 
    
    Search/Archive
    
    Scheduling
    
    Transcoding
    
    VOD & Live content management solution
    Production and Supply
    9




---



##### Table of Contents



Installation, Service and Maintenance
   Research and Development
   Competition
   Patents, Copyrights, Trademarks and Proprietary Information
  ® ® ® ® ® ®
  10




---



##### Table of Contents



Government Regulation
  Employees
  
 Item 2. Properties
     11




---



##### Table of Contents



Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
   12




---



##### Table of Contents



PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
 Common Stock Price Range
  Common StockFiscal 2007
    
    High
    
    
    Low1st Quarter (1)
    
    $
    0.53
    
    
    $
    0.382nd Quarter
    
    $
    0.47
    
    
    $
    0.363rd Quarter
    
    $
    0.54
    
    
    $
    0.374th Quarter
    
    $
    0.54
    
    
    $
    0.35
 Common StockFiscal 2008
    
    High
    
    
    Low1st Quarter
    
    $
    0.42
    
    
    $
    0.262nd Quarter
    
    $
    0.44
    
    
    $
    0.263rd Quarter
    
    $
    0.45
    
    
    $
    0.254th Quarter
    
    $
    0.42
    
    
    $
    0.27
  Dividend Policy
  Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
  Purchases of Equity Securities by the Issuer and the Affiliated Purchasers
  
 Item 6. Selected Financial Data
   13




---



##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation
  Overview
 ® ® ®
 ®
   14




---



##### Table of Contents



Financial Highlights of 2008
   Critical Accounting Policies
  
    
    Revenue Recognition We apply provisions of SEC Staff Accounting Bulletin (SAB) No.
101, Revenue Recognition in Financial Statements as revised by SAB 104, Revenue
Recognition, SOP 97-2, Software Revenue Recognition, as amended by SOP 98-9, Modification
of SOP 97-2, Software Revenue Recognition, with Respect to Certain Transactions and EITF
00-21, Revenue Arrangements with Multiple Deliverables to transactions involving sales of
our hardware and software products. Under these guidelines, we recognize revenue on
transactions where persuasive evidence of an arrangement exists, title has transferred,
product payment is not contingent upon performance of installation or service obligations,
the price is fixed or determinable and payment is reasonably assured. We accrue warranty
costs and sales allowances for promotional activities at time of shipment based on
historical experience. In addition, we defer revenue associated with maintenance and
support contracts and recognize revenue ratably over the contract term.
    
    Allowance for Doubtful Accounts We maintain allowances for doubtful accounts for
estimated losses resulting from the inability of our customers to make required payments.
If the financial condition of our customers or distribution partners were to deteriorate,
resulting in an impairment of their ability to make payments, additional allowances may be
required.
    
    Excess and Obsolete Inventories We write down our inventories for estimated
obsolescence and unmarketable inventory equal to the difference between the cost of the
inventory and the estimated market value based upon assumptions about future demand and
market conditions. If actual market conditions are less than those projected by
management, additional write-downs may be required.
    
    Deferred Taxes We record a valuation allowance to reduce our deferred tax assets to
an amount that we believe is more likely than not to be realized. In our opinion,
realization of our net operating loss carryforward is not reasonably assured, and a
valuation allowance has been provided against deferred tax assets in excess of deferred tax
liabilities in the accompanying consolidated financial statements. However, should we in
the future determine that realization of deferred tax assets in excess of recorded amounts
is
likely, an adjustment to the deferred tax assets would increase income in the period such
determination was made.
  15




---



##### Table of Contents



Results of Operations
 Year Ended December 31, 2008 compared to Year Ended December 31, 2007.
 Net Sales.
 Osprey Product Sales .
 ViewCast Niagara® Streaming/Encoding Systems.
 Other Revenues .
 Cost of Sales/Gross Profit .
  Selling, General and Administrative Expense .
  16




---



##### Table of Contents



Research and Development Expense.
 Depreciation and Amortization Expense.
 Other Income and Expense.
 Net Income.
 Liquidity and Capital Resources
       17




---



##### Table of Contents



18




---



##### Table of Contents



Operating Leases
  Contractual Obligations
    
    (In thousands)and Commitments:
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter
    
    
    TotalOperating leases
    
    $
    346
    
    
    $
    295
    
    
    $
    153
    
    
    $
    16
    
    
    $
    1
    
    
    $
    
    
    
    $
    811$
    346
    
    
    $
    295
    
    
    $
    153
    
    
    $
    16
    
    
    $
    1
    
    
    $
    
    
    
    $
    811
  Off Balance Sheet Arrangements
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
   19




---



##### Table of Contents



Item 8. Financial Statements
 ViewCast.com, Inc. and Subsidiaries
Index to Consolidated Financial Statements
 Report of Independent Registered Public Accounting Firm
    
    
    21Consolidated Balance Sheets at December 31, 2007 and 2008
    
    
    22Consolidated Statements of Operations for the years ended December 31, 2007 and 2008
    
    
    23Consolidated Statements of Stockholders Equity for the years ended December 31,
2007 and 2008
    
    
    24Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2008
    
    
    25Notes to Consolidated Financial Statements
    
    
    26
  20




---



##### Table of Contents



,
  
  21




---



##### Table of Contents



VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2007
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,135,416
    
    
    $
    1,579,683Accounts receivable, less allowance for doubtful accounts of
$30,390 and $82,317 at December 31, 2007 and 2008, respectively
    
    
    2,261,133
    
    
    
    2,654,217Inventories, net
    
    
    2,367,200
    
    
    
    2,824,236Prepaid expenses
    
    
    243,614
    
    
    
    352,089Total current assets
    
    
    6,007,363
    
    
    
    7,410,225Property and equipment, net
    
    
    721,413
    
    
    
    772,290Intangible assets, net
    
    
    323,367
    
    
    
    423,028Deposits
    
    
    45,566
    
    
    
    48,177Total assets
    
    $
    7,097,709
    
    
    $
    8,653,720LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    456,641
    
    
    $
    1,106,892Accrued expenses
    
    
    927,857
    
    
    
    1,143,882Stockholder accrued interest
    
    
    
    
    
    
    169,846Current maturities of long-term debt and stockholder notes payable
    
    
    21,345
    
    
    
    159,032Total current liabilities
    
    
    1,405,843
    
    
    
    2,579,652Long-term debt, less current maturities
    
    
    28,157
    
    
    
    38,172Stockholder notes payable, less current maturities
    
    
    5,141,361
    
    
    
    5,012,827Stockholder accrued interest
    
    
    192,994
    
    
    
    Total liabilities
    
    
    6,768,355
    
    
    
    7,630,651Commitments and contingenciesStockholders equity:Preferred stock, $0.0001 par value, authorized 5,000,000 shares:Series B convertible  issued and outstanding shares  800,000  liquidation value
of $15 and $16 per share as of December 31, 2007 and 2008 respectively
    
    
    80
    
    
    
    80Series C convertible  issued and outstanding shares  200,000  liquidation value
of $31 per share as of December 31, 2007 and 2008
    
    
    20
    
    
    
    20Series E convertible  issued and outstanding shares  80,000  liquidation value
of $102 and $104 per share as of December 31, 2007 and 2008 respectively
    
    
    8
    
    
    
    8Common stock, $.0001 par value, authorized 100,000,000 shares:Issued shares  32,341,753 and 32,419,886 at December 31, 2007
and 2008, respectively
    
    
    3,234
    
    
    
    3,242Additional paid-in capital
    
    
    69,990,960
    
    
    
    70,153,562Accumulated deficit
    
    
    (69,653,042
    )
    
    
    (69,121,937
    )Treasury stock, 261,497 shares at cost
    
    
    (11,906
    )
    
    
    (11,906
    )Total stockholders equity
    
    
    329,354
    
    
    
    1,023,069Total liabilities and stockholders equity
    
    $
    7,097,709
    
    
    $
    8,653,720
   22




---



##### Table of Contents



VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Year ended December 31,2007
    
    
    2008Net sales
    
    $
    15,993,541
    
    
    $
    17,362,212Cost of sales
    
    
    6,388,191
    
    
    
    5,434,289Gross profit
    
    
    9,605,350
    
    
    
    11,927,923Operating expenses:Selling, general and administrative
    
    
    6,252,972
    
    
    
    7,819,216Research and development
    
    
    2,074,120
    
    
    
    2,936,054Depreciation and amortization
    
    
    369,506
    
    
    
    479,456Total operating expenses
    
    
    8,696,598
    
    
    
    11,234,726Operating income
    
    
    908,752
    
    
    
    693,197Other income (expense):Interest expense (including $295,463 and $172,526
of expense to related parties)
    
    
    (305,966
    )
    
    
    (183,497
    )Interest income
    
    
    33,216
    
    
    
    32,805Loss on disposal of fixed assets
    
    
    (25,560
    )
    
    
    Other
    
    
    250,000
    
    
    
    Total other expense
    
    
    (48,310
    )
    
    
    (150,692
    )Income tax expense
    
    
    (17,200
    )
    
    
    (11,400
    )NET INCOME
    
    $
    843,242
    
    
    $
    531,105Preferred stock dividends
    
    
    (819,243
    )
    
    
    (820,029
    )Net income (loss) applicable to common stockholders
    
    $
    23,999
    
    
    $
    (288,924
    )Net income (loss) per shareBasic
    
    $
    0.00
    
    
    $
    (0.01
    )Diluted
    
    $
    0.00
    
    
    $
    (0.01
    )Weighted average number of common shares
outstandingBasic
    
    
    31,714,363
    
    
    
    32,110,458Diluted
    
    
    47,726,772
    
    
    
    32,110,458
   23




---



##### Table of Contents



VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2008
 Series B
    
    
    Series C
    
    
    Series EConvertible
    
    
    Convertible
    
    
    Convertible
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    
    
    
    
    TotalPreferred Stock
    
    
    Preferred Stock
    
    
    Preferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Accumulated
    
    
    Treasury
    
    
    StockholdersShares
    
    
    Par Value
    
    
    Shares
    
    
    Par Value
    
    
    Shares
    
    
    Par Value
    
    
    Shares
    
    
    Par Value
    
    
    Capital
    
    
    Deficit
    
    
    Stock
    
    
    Equity (Deficit)Balances, December 31, 2006
    
    
    800,000
    
    
    $
    80
    
    
    
    200,000
    
    
    $
    20
    
    
    
    80,000
    
    
    $
    8
    
    
    
    28,752,143
    
    
    $
    2,875
    
    
    $
    68,986,065
    
    
    $
    (70,496,284
    )
    
    $
    (11,906
    )
    
    $
    (1,519,142
    )Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,875
    
    
    
    
    
    
    
    
    
    
    
    51,875Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,000
    
    
    
    6
    
    
    
    16,940
    
    
    
    
    
    
    
    
    
    
    
    16,946Exercise of stock warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,534,610
    
    
    
    353
    
    
    
    936,080
    
    
    
    
    
    
    
    
    
    
    
    936,433Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    843,242
    
    
    
    
    
    
    
    843,242Balances, December 31, 2007
    
    
    800,000
    
    
    $
    80
    
    
    
    200,000
    
    
    $
    20
    
    
    
    80,000
    
    
    $
    8
    
    
    
    32,341,753
    
    
    $
    3,234
    
    
    $
    69,990,960
    
    
    $
    (69,653,042
    )
    
    $
    (11,906
    )
    
    $
    329,354Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    138,491
    
    
    
    
    
    
    
    
    
    
    
    138,491Employee stock purchase plan issuance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,397
    
    
    
    5
    
    
    
    17,231
    
    
    
    
    
    
    
    
    
    
    
    17,236Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,165
    
    
    
    2
    
    
    
    3,881
    
    
    
    
    
    
    
    
    
    
    
    3,883Employee stock issuance for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,571
    
    
    
    1
    
    
    
    2,999
    
    
    
    
    
    
    
    
    
    
    
    3,000Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    531,105
    
    
    
    
    
    
    
    531,105Balances, December 31, 2008
    
    
    800,000
    
    
    $
    80
    
    
    
    200,000
    
    
    $
    20
    
    
    
    80,000
    
    
    $
    8
    
    
    
    32,419,886
    
    
    $
    3,242
    
    
    $
    70,153,562
    
    
    $
    (69,121,937
    )
    
    $
    (11,906
    )
    
    $
    1,023,069
   24




---



##### Table of Contents



VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year ended December 31,2007
    
    
    2008Operating activities:Net income
    
    $
    843,242
    
    
    $
    531,105Adjustments to reconcile net income to net cash
provided by (used in) operating activities:Bad debt expense
    
    
    (366
    )
    
    
    57,912Depreciation of property and equipment
    
    
    305,775
    
    
    
    350,795Amortization of intangible assets
    
    
    63,731
    
    
    
    128,661Stock based compensation expense
    
    
    51,875
    
    
    
    138,491Common stock issued to employee for services
    
    
    
    
    
    
    3,000Loss on disposition of property and equipment
    
    
    25,560
    
    
    
    Changes in operating assets and liabilities :Accounts receivable
    
    
    (176,044
    )
    
    
    (450,996
    )Inventories
    
    
    (203,471
    )
    
    
    (457,036
    )Prepaid expenses
    
    
    (95,575
    )
    
    
    (108,475
    )Deposits
    
    
    13,541
    
    
    
    (2,611
    )Accounts payable
    
    
    (525,831
    )
    
    
    650,251Accrued expenses
    
    
    (92,678
    )
    
    
    216,025Stockholder accrued interest
    
    
    182,433
    
    
    
    (23,148
    )Net cash provided by operating activities
    
    
    392,192
    
    
    
    1,033,974Investing activities:Capitalized software development costs
    
    
    (209,361
    )
    
    
    (228,322
    )Purchase of property and equipment
    
    
    (554,797
    )
    
    
    (353,310
    )Net cash used in investing activities
    
    
    (764,158
    )
    
    
    (581,632
    )Financing activities:Proceeds from sale of common stock
    
    
    
    
    
    
    17,236Proceeds from exercise of employee stock options
    
    
    16,946
    
    
    
    3,883Net proceeds from exercise of warrants
    
    
    936,433
    
    
    
    Repayments of long-term debt
    
    
    (13,506
    )
    
    
    (29,194
    )Net cash provided by (used in) financing
activities
    
    
    939,873
    
    
    
    (8,075
    )Net increase in cash and cash equivalents
    
    
    567,907
    
    
    
    444,267Cash and cash equivalents, beginning of period
    
    
    567,509
    
    
    
    1,135,416Cash and cash equivalents, end of period
    
    $
    1,135,416
    
    
    $
    1,579,683Supplemental cash flow information:Cash paid for interest
    
    $
    117,855
    
    
    $
    206,645Cash paid for income taxes
    
    $
    4,895
    
    
    $
    34,115Non-cash items:Acquisition of property and equipment under
capital leases
    
    $
    59,710
    
    
    $
    48,362Property and equipment reclassed to inventory
    
    $
    8,517
    
    
    $
    
   25




---



##### Table of Contents



ViewCast.com, Inc.
 
 Notes to the Consolidated Financial Statements
 1. The Company and Description of Business
 ® ® ®
 ®
   26




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 2. Summary of Significant Accounting Policies
 Principles of Consolidation
  Cash and Cash Equivalents
  Accounts Receivable
   Year ended December 31,2007
    
    
    2008Beginning balance
    
    $
    30,756
    
    
    $
    30,390Bad debt expense
    
    
    (366
    )
    
    
    57,912Uncollectible accounts written off
    
    
    
    
    
    
    (5,985
    )Ending balance
    
    $
    30,390
    
    
    $
    82,317
 Inventories
  Property and Equipment
  Intangible Assets and Amortization
    27




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  December 31, 2007
    
    
    December 31, 2008Average life
    
    
    Gross carrying
    
    
    Accumulated
    
    
    Gross carrying
    
    
    Accumulated(years)
    
    
    amount
    
    
    amortization
    
    
    amount
    
    
    amortizationCapitalized Software Costs
    
    
    3
    
    
    $
    1,163,455
    
    
    $
    926,514
    
    
    $
    1,385,215
    
    
    $
    1,049,412Patents
    
    
    17
    
    
    
    96,032
    
    
    
    9,606
    
    
    
    102,594
    
    
    
    15,369$
    1,259,487
    
    
    $
    936,120
    
    
    $
    1,487,809
    
    
    $
    1,064,781
  2009
    
    
    2010
    
    
    2011
    
    
    Thereafter
    
    
    TotalCapitalized
Software Costs
    
    $
    161,510
    
    
    $
    119,331
    
    
    $
    54,962
    
    
    $
    
    
    
    $
    335,803Patents
    
    
    6,035
    
    
    
    6,035
    
    
    
    6,035
    
    
    
    69,119
    
    
    
    87,225$
    167,545
    
    
    $
    125,366
    
    
    $
    60,997
    
    
    $
    69,119
    
    
    $
    423,028
 Impairment of Long-Lived Assets
  Revenue Recognition
    28




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 Net Earning Per Share
  ViewCast.com, Inc.
Schedule of Earnings per Share
 Year ended December 31,2007
    
    
    2008Net income (loss) applicable to common stockholders
 numerator for basic and diluted earnings per share
    
    $
    23,999
    
    
    $
    (288,924
    )Weighted  average common shares outstanding  denominator for
basic earnings per share
    
    
    31,714,363
    
    
    
    32,110,458Dilutive potential common shares:Stock options
    
    
    197,503
    
    
    
    Warrants
    
    
    128,632
    
    
    
    Convertible preferred stock  Series E
    
    
    15,686,274
    
    
    
    Weighted  average common shares and dilutive potential common
shares outstanding  denominator for dilluted earning per share
    
    
    47,726,772
    
    
    
    32,110,458Net income (loss) per share:Basic
    
    $
    0.00
    
    
    $
    (0.01
    )Diluted
    
    $
    0.00
    
    
    $
    (0.01
    )
  Year ended December 31,2007
    
    
    2008Stock options
    
    
    1,904,600
    
    
    
    3,776,368Warrants
    
    
    2,500,000
    
    
    
    2,500,000Convertible preferred stock  Series B
    
    
    2,206,896
    
    
    
    2,206,896Convertible preferred stock  Series C
    
    
    3,333,333
    
    
    
    3,333,333Convertible preferred stock  Series E
    
    
    
    
    
    
    15,215,6869,944,829
    
    
    
    27,032,283
 Warranty Reserves
   29




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  Year ended December 31,2007
    
    
    2008Beginning balance
    
    $
    117,636
    
    
    $
    133,940Charged to expense
    
    
    162,256
    
    
    
    137,126Usage
    
    
    (145,952
    )
    
    
    (71,620
    )Ending balance
    
    $
    133,940
    
    
    $
    199,446
 Risk and Uncertainties
  Customer Exceeding 10%
    
    
    Customer Exceeding 10% of Year-Endof Net Sales
    
    
    Accounts Receivable BalanceNumber of
    
    
    Combined
    
    
    Number of
    
    
    CombinedYear
    
    Customers
    
    
    Percent
    
    
    Customers
    
    
    Percent2007
    
    
    3
    
    
    
    41
    %
    
    
    3
    
    
    
    47
    %2008
    
    
    3
    
    
    
    42
    %
    
    
    1
    
    
    
    31
    %
   Use of Estimates
  Income Taxes
    30




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 Advertising Costs
  Fair Value of Financial Instruments
  Stock-Based Compensation
    Year ended December 31,2007
    
    
    2008Expected volatility
    
    
    105
    %
    
    
    126
    %Risk-free interest rate
    
    
    4.50
    %
    
    
    3.17
    %Expected dividends
    
    
    0.0
    %
    
    
    0.0
    %Expected term in years
    
    
    3.91
    
    
    
    4.60
  31




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 Recent Accounting Pronouncement
 Business Combinations
 3. Inventories
  December 31,
    
    
    December 31,2007
    
    
    2008Purchased materials
    
    $
    1,351,377
    
    
    $
    1,607,255Finished goods
    
    
    1,015,823
    
    
    
    1,216,981$
    2,367,200
    
    
    $
    2,824,236
 4. Property and Equipment
  EstimatedUseful Life
    
    
    December 31,(Years)
    
    
    2007
    
    
    2008Service equipment
    
    
    3
    
    
    $
    242,362
    
    
    $
    242,362Computer equipment
    
    
    2 to 7
    
    
    
    309,112
    
    
    
    420,398Software
    
    
    3 to 5
    
    
    
    182,110
    
    
    
    184,038Leasehold improvements
    
    
    1 to 5
    
    
    
    130,409
    
    
    
    172,697Office furniture and equipment
    
    
    5 to 7
    
    
    
    890,300
    
    
    
    1,136,4701,754,293
    
    
    
    2,155,965Less accumulated depreciation
and amortization
    
    
    
    
    
    
    (1,032,880
    )
    
    
    (1,383,675
    )$
    721,413
    
    
    $
    772,290
  32




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 5. Accrued Expenses
  December 31,2007
    
    
    2008Accrued compensation
    
    $
    174,030
    
    
    $
    302,310Accrued warranty
    
    
    133,940
    
    
    
    199,446Accrued inventory purchases
    
    
    55,713
    
    
    
    39,595Customer deposits
    
    
    22,435
    
    
    
    122,321Deferred rent
    
    
    100,555
    
    
    
    73,484Deferred revenue
    
    
    174,084
    
    
    
    156,611Accrued taxes and other
    
    
    267,100
    
    
    
    250,115$
    927,857
    
    
    $
    1,143,882
 6. Long-term Debt
 Stockholder Term Notes
   33




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  December 31, 2007
    
    
    December 31, 2008Aggregate of the Outstanding Principal
(Primary Principal Amount) as amended, with
interest only due monthly at a rate per annum
equal to the greater of 5% or prime plus 0.75%
(4.0% at December 31, 2008). Before the October
2008 amendment date, the interest rate was
based on the lower of the effective prime rate
plus 1.0% (8.25% as of December 31, 2007) or
9.5% fixed rate. Principal due December 31,
2012
    
    $
    1,250,000
    
    
    $
    1,250,000Accrued and Outstanding Interest (Secondary
Principal Amount), with monthly principal
payments of $21,422 plus interest at a rate per
annum equal to the lesser of Applicable Federal
Rate (3.88% and 2.85% at December 31, 2007 and
2008 respectively) or 9.5% fixed rate, matures
December 31, 2012
    
    
    3,891,361
    
    
    
    3,891,361Other debt
    
    
    49,502
    
    
    
    68,670Total long-term debt
    
    
    5,190,863
    
    
    
    5,210,031Less current maturities
    
    
    (21,345
    )
    
    
    (159,032
    )Total long-term debt less current maturities
    
    $
    5,169,518
    
    
    $
    5,050,999
  StockholderYear ended December 31
    
    Long-term Debt
    
    
    Accrued Interest2009
    
    $
    159,032
    
    
    $
    169,8462010
    
    
    273,795
    
    
    
    2011
    
    
    266,256
    
    
    
    2012
    
    
    4,508,911
    
    
    
    2013
    
    
    2,037
    
    
    
    $
    5,210,031
    
    
    $
    169,846
 7. Income Taxes
   34




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  Year ended December 31,2007
    
    
    2008Deferred tax assets (liability):Net operating loss carryforwards
    
    $
    25,934,000
    
    
    $
    25,712,000Deferred revenue
    
    
    64,000
    
    
    
    51,000Accrued liabilities
    
    
    144,000
    
    
    
    365,000Property and equipment
    
    
    74,000
    
    
    
    (24,000
    )Software development costs
    
    
    235,000
    
    
    
    138,000Total deferred tax assets
    
    
    26,451,000
    
    
    
    26,242,000Net deferred tax assets
    
    
    26,451,000
    
    
    
    26,242,000Less: valuation allowance
    
    
    (26,451,000
    )
    
    
    (26,242,000
    )Net deferred taxes
    
    $
    
    
    
    $
    
  Year ended December 31,2007
    
    
    2008U.S. federal statutory rate applied to pretax income
    
    $
    293,000
    
    
    $
    184,000Change in valuation allowance
    
    
    (340,000
    )
    
    
    (209,000
    )Other
    
    
    64,000
    
    
    
    36,000$
    17,000
    
    
    $
    11,000
  8. Stockholders Equity
 Preferred Stock
     35




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
   Common Stock
  Stock Option Plan
    36




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  Stock OptionsWeighted-AverageNumber
    
    
    Price Per
    
    
    Exercise Priceof Shares
    
    
    Share
    
    
    Per ShareOutstanding at January 1, 2007
    
    
    2,534,600
    
    
    $
    0.20  $9.00
    
    
    $
    2.20Granted
    
    
    1,395,000
    
    
    
    0.39  0.48
    
    
    
    0.43Exercised
    
    
    (55,000
    )
    
    
    0.29  0.41
    
    
    
    0.31Canceled/forfeited
    
    
    (1,213,750
    )
    
    
    0.20  9.00
    
    
    
    0.72Outstanding at December 31, 2007
    
    
    2,660,850
    
    
    $
    0.20  $7.14
    
    
    $
    1.99Granted
    
    
    1,782,500
    
    
    
    0.30  0.48
    
    
    
    0.37Exercised
    
    
    (19,165
    )
    
    
    0.20  0.22
    
    
    
    0.20Canceled/forfeited
    
    
    (388,250
    )
    
    
    0.22  3.56
    
    
    
    0.60Outstanding at December 31, 2008
    
    
    4,035,935
    
    
    $
    0.20  $7.14
    
    
    $
    1.42
   Weighted-Average
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Range of
    
    
    
    
    Outstanding at
    
    
    Remaining
    
    
    Average
    
    
    Exercisable at
    
    
    AverageExercise
    
    
    
    
    December 31,
    
    
    Contractual
    
    
    Exercise
    
    
    December 31,
    
    
    ExercisePrices
    
    
    
    
    2008
    
    
    Life
    
    
    Price
    
    
    2008
    
    
    Price$
    0.01 - 1.00
    
    
    
    
    
    2,815,585
    
    
    
    5.7
    
    
    $
    0.39
    
    
    
    1,196,872
    
    
    $
    0.411.01  2.00
    
    
    
    
    
    541,350
    
    
    
    2.2
    
    
    
    1.12
    
    
    
    541,350
    
    
    
    1.122.01  3.00
    
    
    
    
    
    81,000
    
    
    
    1.6
    
    
    
    2.50
    
    
    
    81,000
    
    
    
    2.503.01  4.00
    
    
    
    
    
    57,500
    
    
    
    0.1
    
    
    
    3.49
    
    
    
    57,500
    
    
    
    3.494.01  5.00
    
    
    
    
    
    12,500
    
    
    
    0.8
    
    
    
    4.53
    
    
    
    12,500
    
    
    
    4.535.01  6.00
    
    
    
    
    
    116,000
    
    
    
    1.0
    
    
    
    5.44
    
    
    
    116,000
    
    
    
    5.446.01  7.00
    
    
    
    
    
    7.01  8.00
    
    
    
    
    
    412,000
    
    
    
    0.7
    
    
    
    7.09
    
    
    
    312,000
    
    
    
    7.094,035,935
    
    
    
    4.4
    
    
    $
    1.42
    
    
    
    2,317,222
    
    
    $
    1.90
  Employee Stock Purchase Plan
   37




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
   Warrants
   WarrantsWeighted-Number
    
    
    Exercise
    
    
    Averageof Warrants
    
    
    Price
    
    
    Exercise PriceOutstanding and exercisable
at January 1, 2007
    
    
    6,983,982
    
    
    $
    0.28  1.00
    
    
    $
    0.37Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (3,534,610
    )
    
    
    0.28
    
    
    
    0.28Cancelled
    
    
    (949,372
    )
    
    
    0.28  1.00
    
    
    
    0.42Outstanding and exercisable
at December 31, 2007
    
    
    2,500,000
    
    
    $
    0.48
    
    
    $
    0.48Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    Cancelled
    
    
    
    
    
    
    
    
    
    
    Outstanding and exercisable
at December 31, 2008
    
    
    2,500,000
    
    
    $
    0.48
    
    
    $
    0.48
   38




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
     9. Employee Benefit Plan
  10. Commitments and Contingencies
  Operating LeasesYear ended December 31:2009
    
    $
    346,2702010
    
    
    295,2062011
    
    
    152,6862012
    
    
    16,1762013
    
    
    532Total minimum lease payments
    
    $
    810,870
  11. Related Party Transactions
   39




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 12. Accounts Receivable Loan Facility
  13. Subsequent Events
      40




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A(T). Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
    41




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
     
 Item 9B. Other Information
   42




---



##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  
 Item 11. Executive Compensation
  
 Item 12.
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  Equity Compensation Plan Information
  Number of securities to be
    
    
    
    
    
    
    Number of securities remainingissued upon exercise of
    
    
    Weighted-average exercise
    
    
    available for future issuance underoutstanding options,
    
    
    price of outstanding options,
    
    
    equity compensation plans (excludingPlan category
    
    warrants and rights
    
    
    warrants and rights
    
    
    securities reflected in column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    4,035,935
    
    
    $
    1.42
    
    
    
    1,782,794Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    4,035,935
    
    
    $
    1.42
    
    
    
    1,782,794
 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  
 Item 14. Principal Accountant Fees and Services
   43




---



##### Table of Contents



Item 15. Exhibits and Financial Statement Schedules.
  1.
    
    Financial Statements:Consolidated Balance Sheets at December 31, 2007 and 2008Consolidated Statements of Operations for the years ended December 31, 2007 and 2008Consolidated Statements of Stockholders Equity for the years ended December 31, 2007
and 2008Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2008Notes to Consolidated Financial Statements.2.
    
    All other schedules are omitted because of they are not required or because the
required information is given in the consolidated financial statements or notes
thereto.3.
    
    Exhibits:
 
 EXHIBIT INDEX
 Exhibit No.


    Description of Exhibit2.1


    Agreement and Plan of Merger and Reorganization (1)2.2


    Asset Purchase Agreement between ViewCast.com, Inc. and Ancept Media Server, LLC,
dated March 5, 2009 (26)2.3


    First Amendment to Asset Purchase Agreement between ViewCast.com, Inc. and Ancept
Media Server, LLC, dated March 13, 2009 (26)3.1


    Certificate of Incorporation (1)3.2


    Amendment to Certificate of Incorporation (1)3.3


    Restated Bylaws (4)3.4


    Certificate of Designation of Series B Convertible Preferred Stock (2)3.5


    Certificate of Designation of Series C Convertible Preferred Stock (6)3.6


    Certificate of Designation of Series D Redeemable Convertible Preferred Stock (7)3.7


    Certificate of Designation of Series E Convertible Redeemable Preferred Stock (20)4.1


    Form of Common Stock Certificate (1)4.2


    Form of Warrant Certificate (1)4.3


    Form of Warrant Agreement between ViewCast and Continental Stock Transfer & Trust
Company (1)4.4


    Form of Representatives Warrant Agreement (1)4.5


    Notice of Extension of Warrant Expiration Date and Exercise Price Adjustment (5)4.6


    Warrant Issued to Ardinger Family Partnership, LTD (20)10.1


    Form of Indemnification Agreement between ViewCast and Executive Officers and
Directors (1)10.2


    Working Capital Line of Credit Loan Agreement between ViewCast and the Ardinger
Family Partnership, LTD (3)10.3


    Sublease Agreement between ViewCast and Host Communications, Inc. (6)10.4


    Reserved.10.5


    Revolving Loan Agreement between MMAC Communications Corp. and Keltic Financial
Partners, LP dated as of October 11, 2002 (7)
  44




---



##### Table of Contents



Exhibit No.


    Description of Exhibit10.6


    Guarantee of Payment and Performance from ViewCast.com, Inc. to Keltic Financial
Partners, LP dated as of October 11, 2002 (7)10.7


    Subordination Agreement by and among Keltic Financial Partners, LP, MMAC
Communications Corp. and ViewCast.com, Inc. dated as of October 11, 2002 (7)10.8


    General Security Agreement by and between MMAC Communications Corp. and Keltic
Financial Partners, LP dated as of October 11, 2002 (7)10.9


    Revolving Note by MMAC Communications Corp. in favor of Keltic Financial Partners, LP
dated as of October 11, 2002 (7)10.10


    ViewCast.com, Inc. 2005 Stock Incentive Plan (14)10.11


    ViewCast.com, Inc. 2005 Employee Stock Purchase Plan (15)10.12


    Reserved.10.13


    Reserved.10.14


    Reserved.10.15


    Form of Amended and Restated Security Agreement dated October 15, 2003 between
ViewCast.com, Inc. and the Ardinger Family Partnership, LTD (8)10.16


    Form of Amended and Restated Pledge Agreement dated October 15, 2003 between
ViewCast.com, Inc. and the Ardinger Family Partnership, LTD (8)10.17


    Form of First Amendment to the Revolving Loan Agreement dated October 11, 2003
between Delta Computec Inc. and Keltic Financial Partners, LP (8)10.18


    Reserved.10.19


    Reserved.10.20


    Third Amendment dated as of December 10, 2004 to Revolving Loan Agreement between
MMAC Communications Corp. and Keltic Financial Partners, LP dated as of October 11,
2002 (9)10.21


    Fourth Amendment dated as of January 10, 2005 to Revolving Loan Agreement between
MMAC Communications Corp. and Keltic Financial Partners, LP dated as of October 11,
2002 (9)10.22


    Fifth Amendment dated as of February 15, 2005 to Revolving Loan Agreement between
MMAC Communications Corp. and Keltic Financial Partners, LP dated as of October 11,
2002 (9)10.23


    Notice of Lower Temporary Conversion Price dated March 21, 2005 (10)10.24


    Letter Agreement Amending Revolving and Term Credit Facility dated March 22, 2005 (10)10.25


    Sixth Amendment, dated as if April 15, 2005, to Revolving Loan Agreement Between MMAC
Communications Corp. and Keltic Financial Partners, LP dated as of October 11, 2002
(11)10.26


    Seventh Amendment, dated as if July 15, 2005, to Revolving Loan Agreement Between
MMAC Communications Corp. and Keltic Financial Partners, LP dated as of October 11,
2002 (12)10.27


    Letter Agreement Amending Revolving and Term Credit Facility dated July 22, 2005 (13)10.28


    Eighth Amendment, dated as if October 11, 2005, to Revolving Loan Agreement Between
MMAC Communications Corp. and Keltic Financial Partners, LP dated as of October 11,
2002 (16)10.29


    Reserved.10.30


    Office Lease Agreement between ViewCast and TR Plano Parkway Partners, L.P. (17)10.31


    Letter Agreement Amending Revolving and Term Credit Facility dated March 20, 2006 (18)10.32


    Office Lease Agreement between ViewCast and Valwood Centreport, LP (19)10.33


    Registration Rights Agreement by and among ViewCast and Ardinger Family Partnership,
Ltd. Dated as of December 11, 2006 (20)
  45




---



##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.34

    
    Second Amended Loan and Security Agreement dated as of December 11, 2006 (20)10.35

    
    Exchange Agreement dated as of December 11, 2006 by and among ViewCast, Osprey
Technoligies, Inc. and Videoware, Inc. and Ardinger Family Partnership, Ltd. (20)10.36

    
    Employment Agreement by and between ViewCast Corporation and David T. Stoner
effective as of March 1, 2007 (21)10.37

    
    2007 Executive Incentive Compensation Plan for David T. Stoner (21)10.38

    
    Employment Agreement by and between ViewCast Corporation and Laurie L. Latham
effective as of March 1, 2007 (21)10.39

    
    2007 Executive Incentive Compensation Plan for Laurie L. Latham (21)10.40

    
    Purchase and Sale Agreement/Security Agreement by and among ViewCast.com, Inc.,
Osprey Technologies, Inc., Videoware, Inc. and Amegy Bank National Association, dated
June 29, 2007 (22)10.41

    
    Amendment to Purchase and Sale Agreement/Security Agreement by and among
ViewCast.com, Inc., Osprey Technologies, Inc., Videoware, Inc. and Amegy Bank
National Association, dated June 29, 2007 (22)10.42

    
    Employment Agreement by and between ViewCast.com, Inc. and Gary Klembara effective
September 1, 2007 (23)10.43

    
    First Amendment to Amended and Restated Security Agreement by and among Ardinger
Family Partnership, Ltd., ViewCast.com, Inc., Osprey Technologies, Inc. and
Videoware, Inc. (24)10.44

    
    First Amendment to Warrant to Purchase Common Stock by and between ViewCast.com, Inc.
and Ancept Media Server, LLC, dated February 27, 2009. (25)14.1

    
    Code of Ethics (24)21.1

    
    Subsidiaries of ViewCast.com, Inc. (25)23.1

    
    Consent of KBA Group LLP *31.1

    
    Rule 13a-14(a)/15d-14(a) Certifications *32.1

    
    Statement 1350 Certifications *
 
 *
    
    Filed herewith.(1)
    
    Incorporated by reference to the Registration Statement on Form SB-2 and all amendments
thereto as declared effective on February 4, 1997(2)
    
    Incorporated by reference to Form 8-K filed March 15, 1999.(3)
    
    Incorporated by reference to Form 10-KSB filed March 26, 1999.(4)
    
    Incorporated by reference to Form S-3 filed June 30, 2000.(5)
    
    Incorporated by reference to Form 8-K filed January 23, 2002.(6)
    
    Incorporated by reference to Form 10-K filed April 16, 2002.(7)
    
    Incorporated by reference to Form 8-K filed October 25, 2002.(8)
    
    Incorporated by reference to Form 10-QSB filed November 14, 2003.(9)
    
    Incorporated by reference to Form 8-K filed March 25, 2005.(10)
    
    Incorporated by reference to Form 8-K filed March 25, 2005.(11)
    
    Incorporated by reference to Form 8-K filed April 21, 2005.(12)
    
    Incorporated by reference to Form 8-K filed July 18, 2005.(13)
    
    Incorporated by reference to Form 8-K filed July 27, 2005.(14)
    
    Incorporated by reference to Appendix A to Proxy Statement filed September 9, 2005.(15)
    
    Incorporated by reference to Appendix B to Proxy Statement filed September 9, 2005.(16)
    
    Incorporated by reference to Form 8-K filed October 17, 2005.(17)
    
    Incorporated by reference to Form 8-K filed January 17, 2006.(18)
    
    Incorporated by reference to Form 8-K filed March 23, 2006.(19)
    
    Incorporated by reference to Form 8-K filed November 2, 2006.(20)
    
    Incorporated by reference to Form 8-K filed December 15, 2006.(21)
    
    Incorporated by reference to Form 10-KSB/A filed April 30, 2007.(22)
    
    Incorporated by reference to Form 8-K filed July 6, 2007.(23)
    
    Incorporated by reference to Form 8-K filed September 5, 2007.(24)
    
    Incorporated by reference to Form 8-K filed November 4, 2008.(25)
    
    Incorporated by reference to Form 8-K filed March 5, 2009.(26)
    
    Incorporated by reference to Form 8-K filed March 23, 2009.(27)
    
    Incorporated by reference to Form 10-KSB filed March 30, 2004.(28)
    
    Incorporated by reference to Item 1. Description of Business  Overview of this report. 
  46




---



##### Table of Contents



SIGNATURES
  ViewCast.com, Inc.Date: March 31, 2009
    By:
    /s/ Laurie L. LathamLaurie L. LathamChief Financial Officer and Senior Vice President of Finance
and Administration  Date
 March 31, 2009
    By:
    /s/ David T. StonerDavid T. StonerDirector and Chief Executive Officer 
(Principal Executive Officer)March 31, 2009
    By:
    /s/ Laurie L. LathamLaurie L. LathamChief Financial Officer and Senior Vice President of Finance
and Administration
(Principal Accounting and Financial Officer)March 31, 2009
    By:
    /s/ George C. PlattGeorge C. PlattDirectorMarch 31, 2009
    By:
    /s/ Joseph W. AutemJoseph W. AutemDirectorMarch 31, 2009
    By:
    /s/ Sherel D. HorsleySherel D. HorsleyDirectorMarch 31, 2009
    By:
    /s/ John W. Slocum, Jr.John W. Slocum, Jr.DirectorMarch 31, 2009
    By:
    /s/ David W. BrandenburgDavid W. BrandenburgDirector  47




---



##### Table of Contents



EXHIBIT INDEX FOR DOCUMENTS FILED WITH THIS REPORT
 ExhibitNo.
    
    Description of Exhibit23.1
    
    Consent of KBA Group LLP31.1
    
    Rule 13a-14(a)/15d-14(a) Certifications32.1
    
    Section 1350 Certifications
  48