##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 Form 10-K/A
 þ
    
    Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2010.
 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.
  Delaware
    
    75-2528700(State or other jurisdiction of incorporation or
    
    (I.R.S. Employer Identification No.)organization)
 3701 W. Plano Parkway, Suite 300, Plano, TX
    
    75075(Address of principal executive offices)
    
    (Zip Code)
 972-488-7200
 Registrants telephone number, including area code
 None
 Common Stock, $.0001 par value
  o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 o þ




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##### 



TABLE OF CONTENTS
 Item
    
    PageNo.
    
    No.Part I1. Business
    
    
    12. Properties
    
    
    93. Legal Proceedings
    
    
    94. Submission of Matters to a Vote of Security Holders
    
    
    9Part II5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    106. Selected Financial Data
    
    
    117. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    117A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    168. Financial Statements and Supplementary Data
    
    
    179. Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
    
    
    389A. Controls and Procedures
    
    
    389B. Other Information
    
    
    39Part III10. Directors, Executive Officers and Corporate Governance
    
    
    3911. Executive Compensation
    
    
    4512. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    5013. Certain Relationships and Related Transactions, and Director Independence
    
    
    5214. Principal Accountant Fees and Services
    
    
    5315. Exhibits and Financial Statement Schedules
    
    
    54EX-23.1EX-31.1EX-32.1




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##### Table of Contents



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




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##### Table of Contents



Market Background and Market Drivers
 ®
 Capture, ingest, transform, index, manage, govern, deliver, and
report.
   Market Drivers
  
    
    Transition to digitized Internet Protocol (IP) distribution platform for information,
content and communication;
 
    
    Increase adoption of webcasting, streaming and video applications for business
efficiency;
 
    
    Increase in adoption of high-definition content demand drives the need for advanced
solutions;
 
    
    Proliferation of digital assets within media and entertainment, business, educational,
and government entities;
 
    
    Evolution of digital asset management with web content management creates increased
value for managing online presence;
 
    
    Increase in DAM technology within new markets such as advertising, publishing,
telecommunications and life sciences as new standards are adopted;
  2




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##### Table of Contents




    
    Increase in advertising spend (TV vs. Web);
 
    
    The value proposition in terms of investment, efficiency, flexibility and speed
continues to increase demand on the enterprise side; and
 
    
    Rising adoption of mobile video worldwide is expected to drive the demand for efficient
video compression solutions and delivery solutions.
 How ViewCast Addresses the Market
  
    
    ViewCast is a streaming industry pioneer
 
    
    The streaming media industry was built on our first digital media
product line, Osprey® video capture cards
    
    More than 370,000 Osprey video capture cards have been deployed
globally
 
    
    ViewCast develops hardware and software products that transform, manage and deliver
digital video, audio, images and media files over broadband and mobile networks.
 
    
    ViewCast Media Platform VMp®  digital asset management software
    
    ViewCast Niagara®  encoding systems for video and audio
    
    ViewCast Osprey®  cards for capturing video and audio
 
    
    Our products simplify the complex workflowsrequired for the delivery of news, sports,
music and other video content to computers and mobile devices.
 
    
    We sell to broadcasters, businesses, educators and governments to repurpose their
content, reach new markets, expand their audiences and create new revenue streams.
 
    
    ViewCast has an expanded global business presence with a complete portfolio of solutions
that encompass live and on-demand video encoding, digital asset management and delivery
solutions.
 ViewCast Advantage
  
    
    Proprietary designs and proven performance,
    
    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, ViewCast Media Platform software,
 
    
    Solutions for multiple markets, and multiple applications,
    
    Global presence, and
    
    Reputation for reliable, advanced technology and design:
 
    
    Controlled engineering & manufacturing process.
 
  3




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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 continues investment in efficient
and selective product and feature development for increased ROI and acceptance in market;
 
    
    Sales Focus. Expanded and knowledgeable sales presence to address the large growing
global market through well-established and new worldwide indirect channels and large
account & OEM business development; and
 
    
    Maintain Capitalization and Efficient Operations.ViewCast expects to maintain
capitalization to sustain rapid growth in revenue and market share for working capital and
investing in growth areas of sales, marketing, and research and development.
 ViewCast Products and Services
  
    
    Osprey Video® line of capture cards,
    
    Niagara® line of video encoding systems and related SimulStream® and Niagara SCX®
software,
    
    ViewCast Media Platform (VMp) DAM software suite including ViewCast Media
Production,
    
    Professional services and support, and
    
    Other complementary products and technologies from leading providers.
  
    
    Ingest/Encode
    
    Index
    
    Transform
    
    Manage
    
    Search/Access
    
    Edit
    
    Workflow, and
    
    Deliver (Live or on-demand) to users and devices on delivery networks, such as
enterprise, web, IPTV, digital signage, and mobile.
  4




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Osprey Video Products. ®
 
    
    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. ® ®
 
    
    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® software technology:
 
    
    Stream a single video source in multiple formats, bitrates and resolutions  simultaneously
    
    Configure & control encoding into multiple formats over the network
through an easy-to-use Web interface allowing scalability and remote access
  ViewCast Media Platform (VMp) Software.
  
    
    Comprehensive File Management
 
    
    Unlike other digital management solutions  the VMp software manages
dozens of audio and video formats, hundreds of image formats, Microsoft® Office
docs and Adobe® PDF files.
    
    Full-featured solution supports the needs of large enterprises, while
remaining flexible and affordable to serve the needs of small to medium businesses.
 
    
    Complete Life Cycle Management
 
    
    From ingest to delivery  the VMp software enables and automates
content production; manages distribution and publishing; controls access and usage
of content; significantly reduce costs.
 
    
    Includes live event management, which allows scheduling, recording and
delivery of live video
from encoder and video sources on the network.
  5




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Marketing and Sales
  
    
    Broadcasters and Narrowcasters,
 
    
    Federal, State, and Local Government,
 
    
    Small, Medium, and Large Enterprises,
 
    
    Mobile and Wireline Carriers,
 
    
    Education and Training,
 
    
    Retail and Consumer Package Goods,
 
    
    Content Delivery Networks,
 
    
    Digital Signage Integrators, and
 
    
    Other industry verticals such as advertising, medical and insurance.
    Production and Supply
   6




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Installation, Service and Maintenance
   Research and Development
   Competition
   Patents, Copyrights, Trademarks and Proprietary Information
   7




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® ® ® ® ®
   Government Regulation
  Personnel
  Item 1A.
    
    Risk Factors
  Item 1B.
    
    Unresolved Staff Comments
   8




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Item 2.
    
    Properties
    
 Item 3.
    
    Legal Proceedings
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
   9




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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 2009
    
    High
    
    
    Low1st Quarter
    
    $
    0.41
    
    
    $
    0.302nd Quarter
    
    $
    0.40
    
    
    $
    0.283rd Quarter
    
    $
    0.34
    
    
    $
    0.154th Quarter
    
    $
    0.26
    
    
    $
    0.15
 Common StockFiscal 2010
    
    High
    
    
    Low1st Quarter
    
    $
    0.41
    
    
    $
    0.302nd Quarter
    
    $
    0.40
    
    
    $
    0.283rd Quarter
    
    $
    0.34
    
    
    $
    0.154th Quarter
    
    $
    0.26
    
    
    $
    0.15
  Dividend Policy
  Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
   10




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Purchases of Equity Securities by the Issuer and the Affiliated Purchasers
  
 Item 6.
    
    Selected Financial Data
  
 Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
 ® ®
    11




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Financial Highlights of 2010
  Critical Accounting Policies
  
    
    Revenue Recognition We apply provisions of Securities and Exchange Commission Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements as revised
by SAB 104, Revenue Recognition, FASB ASC 605, Revenue Recognition and FASB ASC 985,
Software. 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. We defer
revenue associated with maintenance and support contracts and recognize revenue ratably
over the contract term. Professional services revenue is recognized as provided.
 
    
    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.
 
    
    Goodwill Arising from the Acquisitions of Business We record goodwill arising from
the acquisition of a business as the excess of the purchase price over the estimated fair
value of the net assets of the business acquired. In accordance with FASB ASC 350,
Intangibles  Goodwill and Other, we are required to test goodwill for impairment
annually or more frequently if circumstances indicate potential impairment. Consistent
with this standard, we will review goodwill, as well as other intangible assets and
long-term assets, for impairment annually or more frequently as warranted, and if
circumstances indicate that the recorded value of any such other asset is impaired, such
asset is written down to its new, lower fair value. If any item of goodwill or such other
asset is determined to be impaired, an impairment loss would be recognized equal to the
amount by which the recorded value exceeds the estimated fair market value.
  12




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Results of Operations
 Year Ended December 31, 2010 compared to Year Ended December 31, 2009.
 Net Sales .
 Osprey Product Sales .
 ViewCast Niagara® Streaming/Encoding Systems.
 Software Licenses and Other Revenues .
 Cost of Sales/Gross Profit .
  Selling, General and Administrative Expense .
 Research and Development Expense.
  13




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Depreciation and Amortization Expense.
 Other Income and Expense
 Net Loss .
 Liquidity and Capital Resources
        14




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Operating Leases
  Contractual Obligations
    
    (In thousands)and Commitments:
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter
    
    
    TotalOperating leases
    
    $
    307
    
    
    $
    239
    
    
    $
    243
    
    
    $
    243
    
    
    $
    1,692
    
    
    $
    2,724$
    307
    
    
    $
    239
    
    
    $
    243
    
    
    $
    243
    
    
    $
    1,692
    
    
    $
    2,724
   15




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##### Table of Contents



Off Balance Sheet Arrangements
  
 Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
   16




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##### Table of Contents



Item 8.
    
    Financial Statements
 ViewCast.com, Inc. and Subsidiaries
Index to Consolidated Financial Statements
 Report of Independent Registered Public Accounting Firm
    
    
    18Consolidated Balance Sheets at December 31, 2009 and 2010
    
    
    19Consolidated Statements of Operations for the years ended
December 31, 2009 and 2010
    
    
    20Consolidated Statements of Stockholders Equity (Deficit) for the
years ended December 31, 2009 and 2010
    
    
    21Consolidated Statements of Cash Flows for the years ended
December 31, 2009 and 2010
    
    
    22Notes to Consolidated Financial Statements
    
    
    23
  17




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18




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VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2009
    
    
    2010ASSETSCurrent assets:Cash and cash equivalents
    
    $
    368,151
    
    
    $
    1,648,476Accounts receivable, less allowance for doubtful accounts of
$69,767 and $76,436 at December 31, 2009 and 2010, respectively
    
    
    1,208,929
    
    
    
    2,204,125Inventories, net
    
    
    2,283,348
    
    
    
    2,215,249Prepaid expenses
    
    
    208,804
    
    
    
    278,928Total current assets
    
    
    4,069,232
    
    
    
    6,346,778Property and equipment, net
    
    
    575,032
    
    
    
    331,466Capitalized software development costs, net
    
    
    1,364,418
    
    
    
    982,503Goodwill
    
    
    620,002
    
    
    
    620,002Intangible assets, net
    
    
    170,717
    
    
    
    163,247Deposits
    
    
    48,433
    
    
    
    32,637Total assets
    
    $
    6,847,834
    
    
    $
    8,476,633LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current liabilities:Line of credit
    
    $
    92,321
    
    
    $
    1,041,478Accounts payable
    
    
    730,395
    
    
    
    1,078,639Accrued expenses and other current liabilities
    
    
    1,033,167
    
    
    
    1,129,650Current maturities of long-term debt and stockholder notes payable
    
    
    157,133
    
    
    
    284,523Total current liabilities
    
    
    2,013,016
    
    
    
    3,534,290Long-term debt, less current maturities
    
    
    46,698
    
    
    
    26,464Stockholder notes payable, less current maturities
    
    
    5,012,827
    
    
    
    4,755,759Total liabilities
    
    
    7,072,541
    
    
    
    8,316,513Commitments and contingenciesStockholders equity (deficit):Preferred stock,
$0.0001 par value, authorized 5,000,000 shares:Series B convertible  issued and outstanding shares  800,000  liquidation
value
of $16 and 17 per share as of December 31, 2009 and 2010 respectively
    
    
    80
    
    
    
    80Series C convertible  issued and outstanding shares  200,000  liquidation
value
of $32 and $33 per share as of December 31, 2009 and 2010, respectively
    
    
    20
    
    
    
    20Series E convertible  issued and outstanding shares  80,000  liquidation value
of $105 and $107 per share as of December 31, 2009 and 2010 respectively
    
    
    8
    
    
    
    8Common stock,
$.0001 par value, authorized 100,000,000 shares;
issued shares -
36,126,306 and 39,277,815 at December 31, 2009
and 2010, respectively
    
    
    3,613
    
    
    
    3,927Additional paid-in capital
    
    
    71,705,762
    
    
    
    72,641,272Accumulated deficit
    
    
    (71,922,284
    )
    
    
    (72,473,281
    )Treasury stock,
261,497 shares at cost
    
    
    (11,906
    )
    
    
    (11,906
    )Total stockholders equity (deficit)
    
    
    (224,707
    )
    
    
    160,120Total liabilities and stockholders equity (deficit)
    
    $
    6,847,834
    
    
    $
    8,476,633
   19




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VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Year ended December 31,2009
    
    
    2010Net revenue
    
    $
    13,905,860
    
    
    $
    17,335,953Cost of revenue
    
    
    5,123,186
    
    
    
    6,862,265Gross profit
    
    
    8,782,674
    
    
    
    10,473,688Operating expenses:Selling, general and administrative
    
    
    7,624,962
    
    
    
    6,288,956Research and development
    
    
    3,032,215
    
    
    
    3,755,971Depreciation and amortization
    
    
    789,428
    
    
    
    805,510Total operating expenses
    
    
    11,446,605
    
    
    
    10,850,437Operating loss
    
    
    (2,663,931
    )
    
    
    (376,749
    )Other income (expense):Interest expense (including $154,426
and $82,966
to related parties)
    
    
    (162,831
    )
    
    
    (185,741
    )Interest income
    
    
    4,666
    
    
    
    988Other
    
    
    3,975
    
    
    
    5,505Total other expense, net
    
    
    (154,190
    )
    
    
    (179,248
    )Net loss before income taxes
    
    
    (2,818,121
    )
    
    
    (555,997
    )Income tax benefit
    
    
    17,774
    
    
    
    5,000NET LOSS
    
    $
    (2,800,347
    )
    
    $
    (550,997
    )Preferred stock dividends
    
    
    (820,000
    )
    
    
    (820,000
    )Net loss applicable to common stockholders
    
    $
    (3,620,347
    )
    
    $
    (1,370,997
    )Net loss per shareBasic
    
    $
    (0.10
    )
    
    $
    (0.04
    )Diluted
    
    $
    (0.10
    )
    
    $
    (0.04
    )Weighted average number of common shares
outstandingBasic
    
    
    35,171,107
    
    
    
    36,046,372Diluted
    
    
    35,171,107
    
    
    
    36,046,372
   20




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VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)  YEARS ENDED DECEMBER 31, 2009 AND 2010
 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, 2008
    
    
    800,000
    
    
    $
    80
    
    
    
    200,000
    
    
    $
    20
    
    
    
    80,000
    
    
    $
    8
    
    
    
    32,419,886
    
    
    $
    3,242
    
    
    $
    70,153,562
    
    
    $
    (69,121,937
    )
    
    $
    (11,906
    )
    
    $
    1,023,069Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    195,280
    
    
    
    
    
    
    
    
    
    
    
    195,280Employee stock purchase plan issuance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,106
    
    
    
    6
    
    
    
    14,435
    
    
    
    
    
    
    
    
    
    
    
    14,441Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    1
    
    
    
    2,849
    
    
    
    
    
    
    
    
    
    
    
    2,850Exercise of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,500,000
    
    
    
    250
    
    
    
    939,750
    
    
    
    
    
    
    
    
    
    
    
    940,000Stock issuance for acquisition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,141,314
    
    
    
    114
    
    
    
    399,886
    
    
    
    
    
    
    
    
    
    
    
    400,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,800,347
    )
    
    
    
    
    
    
    (2,800,347
    )Balances, December 31, 2009
    
    
    800,000
    
    
    
    80
    
    
    
    200,000
    
    
    
    20
    
    
    
    80,000
    
    
    
    8
    
    
    
    36,126,306
    
    
    
    3,613
    
    
    
    71,705,762
    
    
    
    (71,922,284
    )
    
    
    (11,906
    )
    
    
    (224,707
    )Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    155,971
    
    
    
    
    
    
    
    
    
    
    
    155,971Employee stock purchase plan issuance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,603
    
    
    
    5
    
    
    
    9,848
    
    
    
    
    
    
    
    
    
    
    
    9,853Stock issued for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    147,059
    
    
    
    14
    
    
    
    24,986
    
    
    
    
    
    
    
    
    
    
    
    25,000Stock issued in private placement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,950,847
    
    
    
    295
    
    
    
    744,705
    
    
    
    
    
    
    
    
    
    
    
    745,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (550,997
    )
    
    
    
    
    
    
    (550,997
    )Balances, December 31, 2010
    
    
    800,000
    
    
    $
    80
    
    
    
    200,000
    
    
    $
    20
    
    
    
    80,000
    
    
    $
    8
    
    
    
    39,277,815
    
    
    $
    3,927
    
    
    $
    72,641,272
    
    
    $
    (72,473,281
    )
    
    $
    (11,906
    )
    
    $
    160,120
   21




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##### Table of Contents



VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year endedDecember 31,2009
    
    
    2010Operating activities:Net loss
    
    $
    (2,800,347
    )
    
    $
    (550,997
    )Adjustments to reconcile net loss to net cash
used in operating activities:Bad debt expense (gain)
    
    
    (175
    )
    
    
    6,669Depreciation of property and equipment
    
    
    446,729
    
    
    
    364,510Amortization of software and intangible assets
    
    
    342,699
    
    
    
    440,999Warranty reserve expense
    
    
    44,808
    
    
    
    34,030Stock based compensation expense
    
    
    195,280
    
    
    
    155,971Common stock issued to vendor for services
    
    
    
    
    
    
    25,000Loss (gain) on disposition of property and equipment
    
    
    973
    
    
    
    (5,505
    )Changes in operating assets and liabilities: (net of effect
of acquisition)Accounts receivable
    
    
    1,606,223
    
    
    
    (1,001,865
    )Inventories
    
    
    540,888
    
    
    
    68,099Prepaid expenses
    
    
    143,700
    
    
    
    (70,124
    )Deposits
    
    
    (256
    )
    
    
    15,796Accounts payable
    
    
    (376,497
    )
    
    
    348,245Accrued expenses and other current liabilities
    
    
    (454,861
    )
    
    
    62,453Stockholder accrued interest
    
    
    (169,846
    )
    
    
    Net cash used in operating activities
    
    
    (480,682
    )
    
    
    (106,719
    )Investing activities:Capitalized software development costs and patents
    
    
    (520,806
    )
    
    
    (51,614
    )Purchase of property and equipment
    
    
    (195,458
    )
    
    
    (111,111
    )Cash paid for acquisition
    
    
    (1,031,422
    )
    
    
    Proceeds from disposition of property and equipment
    
    
    
    
    
    
    5,895Net cash used in investing activities
    
    
    (1,747,686
    )
    
    
    (156,830
    )Financing activities:Proceeds from sale of common stock
    
    
    14,441
    
    
    
    754,853Proceeds from exercise of employee stock options
    
    
    2,850
    
    
    
    Net proceeds from exercise of warrants
    
    
    940,000
    
    
    
    Net proceeds from line of credit
    
    
    92,321
    
    
    
    949,157Repayments of long-term debt including $128,534 to related party in 2010
    
    
    (32,776
    )
    
    
    (160,136
    )Net cash provided by financing activities
    
    
    1,016,836
    
    
    
    1,543,874Net increase (decrease) in cash and cash equivalents
    
    
    (1,211,532
    )
    
    
    1,280,325Cash and cash equivalents, beginning of year
    
    
    1,579,683
    
    
    
    368,151Cash and cash equivalents, end of year
    
    $
    368,151
    
    
    $
    1,648,476Supplemental cash flow information:Cash paid for interest
    
    $
    332,677
    
    
    $
    185,741Non-cash items:Stock issued for acquisition
    
    $
    400,000
    
    
    $
    Acquisition of property and equipment under capital leases
    
    $
    39,403
    
    
    $
    10,224
   22




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##### Table of Contents



ViewCast.com, Inc.
 
 Notes to the Consolidated Financial Statements
 1. The Company and Description of Business and Future Liquidity Needs
 ® ®
   2. Summary of Significant Accounting Policies
 Principles of Consolidation
   23




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 Cash and Cash Equivalents
   Accounts Receivable
   Year ended December 31,2009
    
    
    2010Beginning balance
    
    $
    82,317
    
    
    $
    69,767Bad debt expense (recoveries)
    
    
    (175
    )
    
    
    6,669Uncollectible accounts written off
    
    
    (12,375
    )
    
    
    Ending balance
    
    $
    69,767
    
    
    $
    76,436
 Inventories
  Property and Equipment
   24




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 Capitalized Software Development Costs
  Intangible Assets and Amortization
   December 31, 2009
    
    
    December 31, 2010Gross carrying
    
    
    Accumulated
    
    
    Gross carrying
    
    
    Accumulatedamount
    
    
    amortization
    
    
    amount
    
    
    amortizationCustomer Lists
    
    $
    60,000
    
    
    $
    9,581
    
    
    $
    60,000
    
    
    $
    21,581Non-Compete agreements
    
    
    24,000
    
    
    
    6,387
    
    
    
    24,000
    
    
    
    14,387Patents
    
    
    124,665
    
    
    
    21,980
    
    
    
    145,200
    
    
    
    29,985$
    208,665
    
    
    $
    37,948
    
    
    $
    229,200
    
    
    $
    65,953
  2011
    
    $
    28,5272012
    
    
    22,1402013
    
    
    20,5272014
    
    
    10,9462015
    
    
    8,527Thereafter
    
    
    72,580$
    163,247
  Impairment of Long-Lived Assets
  Goodwill
   25




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 Revenue Recognition
   Taxes Collected From Customers and Remitted To Government Authorities
  Shipping and Handling Costs
  Net Earnings Per Share
  Year Ended December 31,2009
    
    
    2010Net loss applicable to common stockholders
- numerator for basic and diluted loss per share
    
    $
    (3,620,347
    )
    
    $
    (1,370,997
    )Weighted  average common shares outstanding  denominator for
basic loss per share
    
    
    35,171,107
    
    
    
    36,046,372Net loss per share:Basic
    
    $
    (0.10
    )
    
    $
    (0.04
    )Diluted
    
    $
    (0.10
    )
    
    $
    (0.04
    )
  26




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  Anti-dilutive securities excluded from diluted earnings per share:Stock options
    
    
    4,554,881
    
    
    
    4,670,291Public and private warrants
    
    
    2,500,000
    
    
    
    Convertible preferred stock  Series B
    
    
    2,206,896
    
    
    
    2,206,896Convertible preferred stock  Series C
    
    
    3,333,333
    
    
    
    3,333,333Convertible preferred stock  Series E
    
    
    13,333,333
    
    
    
    13,333,333
 Warranty Reserves
   Year ended December 31,2009
    
    
    2010Beginning balance
    
    $
    199,446
    
    
    $
    155,850Charged to expense
    
    
    44,808
    
    
    
    34,030Usage
    
    
    (88,404
    )
    
    
    (33,962
    )Ending balance
    
    $
    155,850
    
    
    $
    155,918
 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
    
    
    Percent2009
    
    
    3
    
    
    
    39
    %
    
    
    2
    
    
    
    42
    %2010
    
    
    3
    
    
    
    49
    %
    
    
    3
    
    
    
    58
    %
   27




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 Use of Estimates
  Income Taxes
  Advertising Costs
  Fair Value of Financial Instruments
  Stock-Based Compensation
   Year EndedDecember 31,2009
    
    
    2010Expected volatility
    
    
    132
    %
    
    
    132
    %Risk-free interest rate
    
    
    2.81
    %
    
    
    2.62
    %Expected dividends
    
    
    0.0
    %
    
    
    0.0
    %Expected term in years
    
    
    4.48
    
    
    
    4.58
  28




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 3. Acquisition
   Accounts receivable
    
    $
    160,760Prepaid expenses
    
    
    415Software
    
    
    850,000Customer related intangible assets
    
    
    60,000Non-compete agreements
    
    
    24,000Goodwill
    
    
    620,002Property and equipment
    
    
    15,583Total assets acquired
    
    
    1,730,760Liabilities assumed
    
    
    (299,338
    )Net assets acquired
    
    $
    1,431,422
   Year endedDecember 31,2009(Unaudited)Net sales
    
    $
    14,066,487Net loss applicable to common stockholders
    
    $
    (2,807,661
    )Basic and diluted net loss per common share
applicable to common stockholders
    
    $
    (0.08
    )Weighted average number of common shares outstandingBasic
    
    
    35,396,243Diluted
    
    
    35,396,243
  29




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 4. Inventories
  December 31,2009
    
    
    2010Purchased materials
    
    $
    1,077,135
    
    
    $
    1,073,360Finished goods
    
    
    1,330,783
    
    
    
    1,433,645Inventory obsolescence reserve
    
    
    (124,570
    )
    
    
    (291,756
    )$
    2,283,348
    
    
    $
    2,215,249
 5. Property and Equipment
  EstimatedUseful Life
    
    December 31,(Years)
    
    2009
    
    
    2010Service equipment
    
    3
    
    $
    242,362
    
    
    $
    242,362Computer equipment
    
    2 to 7
    
    
    497,139
    
    
    
    579,059Software
    
    3 to 5
    
    
    207,531
    
    
    
    207,908Leasehold improvements
    
    1 to 5
    
    
    172,697
    
    
    
    174,429Office furniture and equipment
    
    5 to 7
    
    
    1,284,884
    
    
    
    1,319,2382,404,613
    
    
    
    2,522,996Less accumulated depreciation and
amortization
    
    
    
    
    (1,829,581
    )
    
    
    (2,191,530
    )$
    575,032
    
    
    $
    331,466
 6. Accrued expenses and other current liabilities
  December 31,2009
    
    
    2010Accrued compensation
    
    $
    123,882
    
    
    $
    207,189Accrued warranty
    
    
    155,850
    
    
    
    155,918Accrued inventory purchases
    
    
    50,450
    
    
    
    75,983Customer deposits
    
    
    28,919
    
    
    
    57,164Deferred rent
    
    
    46,258
    
    
    
    15,386Deferred revenue
    
    
    353,458
    
    
    
    426,929Accrued taxes and other
    
    
    274,350
    
    
    
    191,081$
    1,033,167
    
    
    $
    1,129,650
  30




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 7. Line of Credit
  8. Long-term Debt
 Stockholder Term Notes
   December 31,2009
    
    
    2010Outstanding Primary Principal Amount
    
    $
    1,250,000
    
    
    $
    1,121,466Outstanding Secondary Principal Amount
    
    
    3,891,361
    
    
    
    3,891,361Other debt
    
    
    75,297
    
    
    
    53,919Total long-term debt
    
    
    5,216,658
    
    
    
    5,066,746Less current maturities
    
    
    (157,133
    )
    
    
    (284,523
    )Total long-term debt, less current maturities
    
    $
    5,059,525
    
    
    $
    4,782,223
  31




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  Year ended December 31,2011
    
    $
    284,5232012
    
    
    4,780,1832013
    
    
    2,040$
    5,066,746
 9. Income Taxes
   Year ended December 31,2009
    
    
    2010Deferred tax assets (liability):Net operating loss carryforwards
    
    $
    26,787,000
    
    
    $
    26,731,000Deferred revenue
    
    
    130,000
    
    
    
    158,000Goodwill and other intangibles
    
    
    (9,000
    )
    
    
    (19,000
    )Stock based compensation
    
    
    145,000
    
    
    
    202,000Inventory reserve
    
    
    46,000
    
    
    
    108,000Allowance for doubtful accounts
    
    
    26,000
    
    
    
    28,000Accrued liabilities
    
    
    121,000
    
    
    
    120,000Property and equipment
    
    
    36,000
    
    
    
    75,000Software development costs
    
    
    (140,000
    )
    
    
    (64,000
    )Total deferred tax assets
    
    
    27,142,000
    
    
    
    27,339,000Less: valuation allowance
    
    
    (27,142,000
    )
    
    
    (27,339,000
    )Net deferred taxes
    
    $
    
    
    
    $
    
  Year ended December 31,2009
    
    
    2010U.S. federal statutory rate applied to pretax income
    
    $
    (1,032,000
    )
    
    $
    (206,000
    )Change in valuation allowance
    
    
    1,014,000
    
    
    
    197,000Other
    
    
    
    
    
    
    4,000$
    (18,000
    )
    
    $
    (5,000
    )
   32




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 10. Stockholders Equity
 Preferred Stock
      Common Stock
    33




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 Stock Option Plan
    Stock OptionsWeighted-Exercise
    
    AverageNumber
    
    
    Price Per
    
    Exercise Priceof Shares
    
    
    Share
    
    Per ShareOutstanding at January 1, 2009
    
    
    4,065,935
    
    
    $0.20  $7.14
    
    $
    1.42Granted
    
    
    1,587,500
    
    
    0.33  0.33
    
    
    0.33Exercised
    
    
    (10,000
    )
    
    0.29  0.29
    
    
    0.29Canceled/forfeited
    
    
    (1,480,972
    )
    
    0.29  7.14
    
    
    2.78Outstanding at December 31, 2009
    
    
    4,162,463
    
    
    $0.20  $3.52
    
    $
    0.52Granted
    
    
    1,800,000
    
    
    0.17  0.27
    
    
    0.19Canceled/forfeited
    
    
    (1,175,378
    )
    
    0.17  3.52
    
    
    0.45Outstanding at December 31, 2010
    
    
    4,787,085
    
    
    $0.17  $1.09
    
    $
    0.41
   34




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  Weighted-Average
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Range of
    
    Outstanding at
    
    
    Remaining
    
    
    Average
    
    
    Exercisable at
    
    
    AverageExercise
    
    December 31,
    
    
    Contractual
    
    
    Exercise
    
    
    December 31,
    
    
    ExercisePrices
    
    2010
    
    
    Life
    
    
    Price
    
    
    2010
    
    
    Price$0.01  1.00
    
    
    4,312,335
    
    
    
    4.7
    
    
    $
    0.33
    
    
    
    2,789,420
    
    
    $
    0.391.01  1.09
    
    
    474,750
    
    
    
    0.2
    
    
    
    1.09
    
    
    
    474,750
    
    
    
    1.094,787,085
    
    
    
    4.3
    
    
    
    0.41
    
    
    
    3,264,170
    
    
    
    0.49
  Employee Stock Purchase Plan
    Warrants
   35




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 11. Employee Benefit Plan
  12. Commitments and Contingencies
  OperatingLeasesYear ended December 31:2011
    
    $
    306,8402012
    
    
    238,7312013
    
    
    243,3202014
    
    
    242,788Thereafter
    
    
    1,691,734Total minimum lease payments
    
    $
    2,723,413
  13. Related Party Transactions
     36




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 14. Current Economic Conditions
     37




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##### Table of Contents



Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
        38




---



##### Table of Contents



Item 9B.
    
    Other Information
  
 PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance
 Directors
  Name
    
    Age
    
    Director Since
    
    Position Held with CompanyGeorge C. Platt
    
    70
    
    1999
    
    Chairman of the BoardDavid T. Stoner
    
    54
    
    2008
    
    President and Chief Executive OfficerJoseph Autem
    
    53
    
    1999
    
    DirectorSherel D. Horsley
    
    68
    
    2006
    
    DirectorJohn W. Slocum, Jr.
    
    70
    
    2006
    
    DirectorDavid W. Brandenburg
    
    66
    
    2008
    
    Director
 George C. Platt
  David T. Stoner
  39




---



##### Table of Contents



Joseph Autem
  Sherel D. Horsley
  John W. Slocum, Jr. Journal of World Business Organizational Dynamics Journal of Leadership and Organizational
Studies
   40




---



##### Table of Contents



David W. Brandenburg
   Executive Officers
  Name
    
    Age
    
    Office Held with CompanyDavid T. Stoner
    
    54
    
    President and Chief Executive OfficerLaurie L. Latham
    
    54
    
    Chief Financial Officer and Senior Vice President of Finance and AdministrationAdrian Guihat
    
    51
    
    Chief Technical Officer and Senior Vice President of Product Development
 David T. Stoners
 Laurie L. Latham
  41




---



##### Table of Contents



Adrian Giuhat
 Corporate Governance
 Board Leadership Structure
   Oversight of Risk Management
  Code of Ethics
  www.viewcast.com
  42




---



##### Table of Contents



Stockholder Communications with the Board of Directors.
  Meetings of the Board of Directors and Committees
 Meetings .
   Audit Committee
   Nomination of Directors
    43




---



##### Table of Contents



Compensation Committee
   Compliance with Section 16(a) Beneficial Ownership Reporting
    44




---



##### Table of Contents



Item 11.
    
    Executive Compensation
 Executive Officer Compensation
   Non-EquityOption
    
    
    Incentive Plan
    
    
    All otherSalary (1)
    
    
    Bonus (1)
    
    
    Awards (2)
    
    
    Compensation
    
    
    Compensation (3)
    
    
    TotalName and Principal Positions
    
    Year
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $David Stoner, CEO and President
    
    
    2010
    
    
    
    198,875
    
    
    
    4,031
    
    
    
    28,742
    
    
    
    
    
    
    
    
    
    
    
    231,6482009
    
    
    
    200,667
    
    
    
    
    
    
    
    58,953
    
    
    
    
    
    
    
    1,075
    
    
    
    260,695Laurie Latham, CFO and Sr. VP
Finance and Administration
    
    
    2010
    
    
    
    171,125
    
    
    
    3,469
    
    
    
    21,557
    
    
    
    
    
    
    
    
    
    
    
    196,1512009
    
    
    
    172,667
    
    
    
    
    
    
    
    36,846
    
    
    
    
    
    
    
    925
    
    
    
    210,438Adrian Giuhat, CTO and Sr. VP
Product Development (4)
    
    
    2010
    
    
    
    59,564
    
    
    
    3,469
    
    
    
    43,660
    
    
    
    
    
    
    
    
    
    
    
    106,693Gary Klembara, Sr. VP Sales (5)
    
    
    2009
    
    
    
    150,690
    
    
    
    
    
    
    
    29,500
    
    
    
    14,250
    (6)
    
    
    875
    
    
    
    195,315
 
 (1)
    
    The figures shown for salary and bonus represent amounts earned for the fiscal year,
whether or not actually paid during such year, and include amounts deferred pursuant
non-incentive deferred compensation plans.(2)
    
    Represents the aggregate grant date fair value for options to purchase shares of
ViewCast.com, Inc. common stock granted to the named executive during the applicable year
calculated in accordance with FASB ASC Topic 718 for financial statement purposes. For more
information concerning the assumptions used for these calculations, please refer to the
discussion under the caption Stock-Based Compensation in the Managements Discussion and
Analysis and footnotes to the audited financial statements, included in our Annual Report on
Form 10-K for the year ended December 31, 2010.(3)
    
    The named executive officers participate in certain group life, health, disability insurance
and medical reimbursement plans, not disclosed in the Summary Compensation Table, that are
generally available to salaries employees and do not discriminate in scope, terms and
operation. The figure shown for each named executive officer is for employer contributions to
a qualified deferred compensation plan (401(k) plan). Our 401(k) plan provides employees with
an opportunity to defer compensation for retirement. Employees may contribute up to 60% of
compensation, subject to IRS limits. ViewCast matches 50% of the first 4% of employee
contributions annually. The Company match was suspended on April 1, 2009 and was resumed
January 1, 2011.(4)
    
    Mr. Giuhats employment began in September 2010.(5)
    
    Mr. Klembaras employment with the Company ended in November 2009.(6)
    
    Represents amounts earned for services rendered during the fiscal year under our Sr. VP of
Sales and Business Compensation Plan, whether or not actually paid during such fiscal year.
Incentive was earned in 2009 based on achievement of 80% or better of the cumulative quota for
sales at the end of each quarter through December 2009. Compensation Plans
 2005 Stock Incentive Plan.
   45




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##### Table of Contents



Employee Stock Purchase Plan.
    46




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##### Table of Contents



Stock Awards and Stock Option Grants Outstanding
  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
 Option AwardsEquity IncentivePlan Awards:Number of
    
    
    
    
    
    
    Number ofSecurities
    
    
    Number of
    
    
    SecuritiesUnderlying
    
    
    Securities
    
    
    UnderlyingUnexercised
    
    
    Underlying
    
    
    Unexercised
    
    
    Option
    
    
    OptionOptions (#)
    
    
    Options (#)
    
    
    Unearned
    
    
    Exercise Price
    
    
    ExerciseName
    
    Exercisable
    
    
    Unexercisable
    
    
    Options (#)
    
    
    ($)
    
    
    DateDavid T. Stoner
    
    
    100,000
    (1)
    
    
    
    
    
    
    
    
    
    
    1.0940
    
    
    
    2/28/201160,000
    (1)
    
    
    
    
    
    
    
    
    
    
    0.4850
    
    
    
    7/3/201250,000
    (1)
    
    
    
    
    
    
    
    
    
    
    0.2850
    
    
    
    4/19/201562,500
    (2)
    
    
    
    
    
    
    
    
    
    
    0.4200
    
    
    
    7/10/201470,833
    (3)
    
    
    4,167
    
    
    
    
    
    
    
    0.4800
    
    
    
    2/8/2015187,500
    (4)
    
    
    
    
    
    
    
    
    
    
    0.4800
    
    
    
    2/8/2015111,111
    (5)
    
    
    88,889
    
    
    
    
    
    
    
    0.3300
    
    
    
    4/15/2016200,000
    (6)
    
    
    
    
    
    
    0.1700
    
    
    
    4/1/2017Laurie L. Latham
    
    
    100,000
    (1)
    
    
    
    
    
    
    
    
    
    
    1.0940
    
    
    
    2/28/201160,000
    (1)
    
    
    
    
    
    
    
    
    
    
    0.4850
    
    
    
    7/3/201250,000
    (1)
    
    
    
    
    
    
    
    
    
    
    0.2850
    
    
    
    4/19/201562,500
    (2)
    
    
    
    
    
    
    
    
    
    
    0.4200
    
    
    
    7/10/201459,028
    (3)
    
    
    3,472
    
    
    
    
    
    
    
    0.4800
    
    
    
    2/8/2015187,500
    (4)
    
    
    
    
    
    
    
    
    
    
    0.4800
    
    
    
    2/8/201569,444
    (5)
    
    
    55,556
    
    
    
    
    
    
    
    0.3300
    
    
    
    4/15/2016150,000
    (6)
    
    
    
    
    
    
    0.1700
    
    
    
    4/1/2017Adrian Giuhat
    
    
    
    
    
    
    200,000
    (7)
    
    
    
    
    
    
    0.2645
    
    
    
    9/8/2017
 
 (1)
    
    Fully vested on December 31, 2006.(2)
    
    Fully vested on July 10, 2008.(3)
    
    1/3rd vested on 2/8/2009; with 1/36th vesting each month thereafter.(4)
    
    15/36th vested on 3/31/2009; with 1/36th vesting each month
thereafter.(5)
    
    12/36th vested on 4/14/2010; with 1/36th vesting each month
thereafter.(6)
    
    12/36th will vest on 4/1/2011; with 1/36th vesting each month
thereafter.(7)
    
    12/36th will vest on 9/8/2011; with 1/36th vesting each month
thereafter. Employment Agreements
   47




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##### Table of Contents



Director Compensation
   48




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##### Table of Contents




    
    Each independent director of the Corporation shall be paid a cash retainer
equal to $500 per month with an additional cash payment for each meeting of the Board of
Directors of the Corporation equal to $1,000 if attended in person and $250 if attended by
telephone; and
 
    
    Each independent director of the Corporation who has not previously served on
the Board of Directors of the Corporation shall be granted options under the 2005 Stock
Incentive Plan, as described below, to acquire 50,000 shares of the Corporation upon the
appointment to the Board of Directors with such option grant to vest one year from the
date of grant; and
 
    
    Each independent director of the Corporation shall be granted options under
the 2005 Stock Incentive Plan to acquire 25,000 shares of the Corporation each year
immediately following the date of the Corporations annual meeting, provided that such
independent director shall have served as a director of the Corporation at least twelve
months prior to the date of such grant, with such option grant to vest one year from the
date of grant.
   49




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##### Table of Contents



Director Compensation Table
 Fees Earned or Paid
    
    
    Option Awards ($)Name
    
    in Cash ($) (1)
    
    
    (2)
    
    
    Total ($)George C. Platt, Chairman
    
    
    60,125
    
    
    
    7,186
    
    
    
    67,311Joseph Autem
    
    
    10,400
    
    
    
    8,641
    
    
    
    19,041David W. Brandenburg
    
    
    10,475
    
    
    
    8,641
    
    
    
    19,116Sherel D Horsley
    
    
    11,150
    
    
    
    8,641
    
    
    
    19,791John W Slocum, Jr
    
    
    10,150
    
    
    
    8,641
    
    
    
    18,791
 (1)
    
    Includes meeting fees earned during the fiscal year, whether such fees were paid
currently or deferred.(2)
    
    Represents the aggregate grant date fair value for options to purchase shares of
ViewCast.com, Inc. common stock granted to the director during the applicable year
calculated in accordance with FASB ASC Topic 718 for financial statement purposes. For more
information concerning the assumptions used for these calculations, please refer to the
discussion under the caption Stock-Based Compensation in the Managements Discussion and
Analysis and footnotes to the audited financial statements, included in our Annual Report on
Form 10-K for the year ended December 31, 2010. As of December 31, 2010, the aggregate
outstanding option awards to each non-employee director were: Mr. Platt  732,500; Mr.
Autem  165,000; Mr. Brandenburg  100,000; Mr. Horsley  150,000; Mr. Slocum  133,335. 
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
  Percentage of
    
    
    
    
    
    
    Percentage ofShares of Common
    
    
    Outstanding
    
    
    Shares of Series E
    
    
    Outstanding Series EName and Address of
    
    Stock Beneficially
    
    
    Common Stock
    
    
    Preferred Stock
    
    
    Preferred StockBeneficial Owner
    
    Owned
    
    
    Owned (1), (2)
    
    
    Beneficially Owned
    
    
    OwnedH.T. ARDINGER, JR.
    
    
    27,296,659
    (3)
    
    
    48.07
    %
    
    
    80,000
    (11)
    
    
    100
    %1990 Lakepointe Dr.

Lewisville, TX 75057DAVID W. BRANDENBURG
    
    
    4,584,934
    (4)
    
    
    11.73
    %
    
    
    
    
    
    
    GEORGE C. PLATT
    
    
    757,194
    (5)
    
    
    1.91
    %
    
    
    
    
    
    
    DAVID T. STONER
    
    
    722,105
    (6)
    
    
    1.82
    %
    
    
    
    
    
    
    LAURIE L. LATHAM
    
    
    620,133
    (7)
    
    
    1.57
    %
    
    
    
    
    
    
    SHEREL D. HORSLEY
    
    
    125,000
    (8)
    
    
    *
    
    
    
    
    
    
    
    JOSEPH AUTEM
    
    
    148,200
    (9)
    
    
    *
    
    
    
    
    
    
    
    JOHN W. SLOCUM, JR.
    
    
    135,000
    (10)
    
    
    *
    
    
    
    
    
    
    
    ADRIAN GIUHAT
    
    
    25,000
    
    
    
    *All executive officers and
directors as a group
(eight (8) persons)
    
    
    7,117,566
    
    
    
    17.27
    %
    
    
    
    
    
    
    
 
 *
    
    Less than one percent (1%)  50




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##### Table of Contents



(1)
    
    A person is deemed to be the beneficial owner of securities that can be acquired by such
person within 60 days from March 31, 2011 upon the exercise of warrants or options. Each
beneficial owners percentage ownership is determined by assuming that options or warrants
that are held by such person (but not those held by any other person) and which are
exercisable within 60 days from March 31, 2011 have been exercised. Unless otherwise
indicated, we believe that all persons named in the table have sole voting and investment
power with respect to all shares of Common Stock beneficially owned by them.(2)
    
    Based on a total of 39,016,318 shares issued and outstanding which excludes treasury stock,
plus, for each person listed, any Common Stock that person has the right to acquire within 60
days from March 31, 2011 pursuant to options, warrants, conversion privileges, etc.(3)
    
    Information is based on filings made with the U.S. Securities and Exchange Commission (the
SEC) under Sections 13 or 16 of the Securities Exchange Act of 1934, as amended (the
Exchange Act) and includes: (i) 181,501 shares owned by Mr. Ardingers spouse, (ii)
5,562,687 shares owned by Ardinger Family Trust, (iii) 1,103,448 shares of Common Stock
reserved for issuance upon the conversion of $4,000,000 of Series B Convertible Preferred
Stock to Common Stock at $3.625 per share, (iv) 3,333,333 shares of Common Stock reserved for
issuance upon the conversion of $2,000,000 of Series C Convertible Preferred Stock to Common
Stock at $0.60 per share, and (v) 13,333,333 shares of Common Stock reserved for issuance upon
the conversion of $8,000,000 of Series E Convertible Redeemable Preferred Stock to Common
Stock at $0.60 per share owned by Ardinger Family Partnership, Ltd..(4)
    
    Information is based on filings made with the SEC under Sections 13 or 16 of the Exchange Act
and includes: (i) 400,000 shares owned by Mr. Brandenburgs spouse and (ii) the following
shares issuable under the 2005 Plan upon exercise of options: (i) 50,000 shares issuable upon
exercise at $0.315 per share, and (ii) 25,000 shares issuable upon exercise at $0.17 per
share.(5)
    
    Includes the following shares issuable under the 1995 Employee Plan and the 2005 Plan upon
exercise of options: (i) 200,000 shares issuable upon exercise at $0.33 per share, (ii) 50,000
shares issuable upon exercise at $0.17 per share, (iii) 70,000 shares issuable upon exercise
at $0.485 per share, (iv) 70,000 shares issuable upon exercise at $0.285 per share, (v) 12,500
shares issuable upon exercise at $0.42 per share, and (vi) 130,000 shares issuable upon
exercise at $0.48 per share.(6)
    
    Includes the following shares issuable under the 1995 Employee Plan and the 2005 Plan upon
exercise of options: (i) 138,889 shares issuable upon exercise at $0.33 per share, (ii) 72,222
shares issuable upon exercise at $0.17 per share, (iii) 60,000 shares issuable upon exercise
at $0.485 per share, (iv) 50,000 shares issuable upon exercise at $0.285 per share, (v) 62,500
shares issuable upon exercise at $0.42 per share, and (vi) 262,500 shares issuable upon
exercise at $0.48 per share.(7)
    
    Includes the following shares issuable under the 1995 Employee Plan and the 2005 Plan upon
exercise of options: (i) 62,500 shares issuable upon exercise at $0.33 per share, (ii) 54,167
shares issuable upon exercise at $0.17 per share, (iii) 60,000 shares issuable upon exercise
at $0.485 per share, (iv) 50,000 shares issuable upon exercise at $0.285 per share, (v) 62,500
shares issuable upon exercise at $0.42 per share, and (vi) 250,000 shares issuable upon
exercise at $0.48 per share.(8)
    
    Includes the following shares issuable under the 2005 Plan upon exercise of options: (i)
50,000 shares issuable upon exercise at $0.20 per share, (ii) 25,000 shares issuable upon
exercise at $0.42 per share, (iii) 25,000 shares issuable upon exercise at $0.475 per share,
and (iv) 25,000 shares issuable upon exercise at $0.17 per share.(9)
    
    Includes the following shares issuable under the Directors Plan upon exercise of options: (i)
10,000 shares issuable upon exercise at $0.755 per share, (iii) 10,000 shares issuable upon
exercise at $0.26 per share, (iv) 10,000 shares issuable upon exercise at $0.615 per share,
(v) 10,000 shares issuable upon exercise at $0.37 per share; includes under the 2005 Plan: (i)
25,000 shares issuable upon exercise at $0.39 per share, (ii) 25,000 shares issuable upon
exercise at $0.42 per share, (iii) 25,000 shares issuable upon exercise at $0.475 per share,
and (iv) 25,000 shares issuable upon exercise at $0.17 per share.(10)
    
    Includes the following shares issuable under the 2005 Plan upon exercise of options: (i)
33.335 shares issuable upon exercise at $0.20 per share, (ii) 25,000 shares issuable upon
exercise at $0.42 per share, (iii) 25,000 shares issuable upon exercise at $0.475 per share,
and (iv) 25,000 shares issuable upon exercise at $0.17 per share.(11)
    
    All of these shares are held through the Ardinger Family Partnership, Ltd.  51




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##### Table of Contents



Equity Compensation Plan Information
  Number of securities remainingNumber of securities to
    
    
    Weighted-average
    
    
    available for future issuancebe issued upon exercise
    
    
    exercise price of
    
    
    under equity compensationof outstanding options,
    
    
    outstanding options,
    
    
    plans (excluding securitiesPlan category
    
    warrants and rights
    
    
    warrants and rights
    
    
    reflected in column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved by security holders
    
    
    4,787,085
    
    
    $
    0.41
    
    
    
    3,264,170Equity compensation plans not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    4,787,085
    
    
    $
    0.41
    
    
    
    3,264,170
 
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
 Relationships and Related Transactions
     52




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##### Table of Contents



Independence of Directors
    
 Item 14.
    
    Principal Accountant Fees and Services
 Audit and Audit Related Fees
  2009
    
    
    2010Audit (1)
    
    $
    116,275
    
    
    $
    111,825Audit Related Fees (2)
    
    
    5,000
    
    
    
    Tax Fees (3)
    
    
    20,925
    
    
    
    23,050TOTAL
    
    $
    142,200
    
    
    $
    134,875
 
 (1)
    
    Consists primarily of quarterly review and annual audit services(2)
    
    Consists primarily of review services for Form S-8(3)
    
    Consists primarily of Federal and State tax services   53




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##### Table of Contents



Item 15.
    
    Exhibits and Financial Statement Schedules.
 (a)
    
    Documents filed as part of the Report:
 1.
    
    Financial Statements:
Consolidated Balance Sheets at December 31, 2009 and 2010
Consolidated Statements of Operations for the years ended December 31, 2009 and 2010
Consolidated Statements of Stockholders Equity (Deficit) for the years ended December 31, 2009 and 2010
Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2010
Notes 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.
  54




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.5
    
    
    Revolving Loan Agreement between MMAC Communications Corp. and Keltic Financial Partners,
LP dated as of October 11, 2002 (7)10.6
    
    
    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.
  55




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.30
    
    
    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)10.34
    
    
    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
Ardinger Family Partnership, Ltd., dated February 27, 2009. (25)10.45
    
    
    Second Amendment to Amended and Restated Security Agreement by and among Ardinger Family
Partnership, Ltd., ViewCast.com, Inc., Osprey Technologies, Inc. and Videoware, Inc. (28)10.46
    
    
    Third Amendment to Amended and Restated Security Agreement by and among Ardinger Family
Partnership, Ltd., ViewCast.com, Inc., Osprey Technologies, Inc. and Videoware, Inc. (29)10.47
    
    
    Subscription agreement by and between ViewCast.com, Inc. and John J. Scamardella, dated
December 30, 2010. (30)10.48
    
    
    Subscription agreement by and between ViewCast.com, Inc. and Stuart Barab, dated December
30, 2010. (30)10.49
    
    
    Subscription agreement by and between ViewCast.com, Inc. and Lionel L. Dace, dated December
30, 2010. (30)10.50
    
    
    Subscription agreement by and between ViewCast.com, Inc. and John A. Doyle, dated December
30, 2010. (30)10.51
    
    
    Subscription agreement by and between ViewCast.com, Inc. and Diana L. Brandenburg, dated
December 30, 2010. (30)10.52
    
    
    Subscription agreement by and between ViewCast.com, Inc. and David W. Brandenburg, dated
December 30, 2010. (30)
  56




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit21.1
    
    
    Subsidiaries of ViewCast.com, Inc. (1)23.1
    
    
    Consent of BKD, 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 Form 8-K filed August 5, 2009.(29)
    
    Incorporated by reference to Form 8-K filed March 15, 2010.(30)
    
    Incorporated by reference to Form 8-K filed January 6, 2011  57




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##### Table of Contents



SIGNATURES
  Date
    
    ViewCast.com, Inc.April 29, 2011
    
    By:
    /s/ Laurie L. LathamLaurie L. LathamChief Financial Officer and Senior Vice President of Finance and Administration    Date
 April 29, 2011
    By:
    /s/ David T. StonerDavid T. StonerDirector and Chief Executive Officer
(Principal Executive Officer)April 29, 2011
    By:
    /s/ Laurie L. LathamLaurie L. LathamChief Financial Officer and Senior Vice President of Finance and Administration
(Principal Accounting and Financial Officer)April 29, 2011
    By:
    /s/ George C. PlattGeorge C. PlattDirectorApril 29, 2011
    By:
    /s/ Joseph W. AutemJoseph W. AutemDirectorApril 29, 2011
    By:
    /s/ Sherel D. HorsleySherel D. HorsleyDirectorApril 29, 2011
    By:
    /s/ John W. Slocum, Jr.John W. Slocum, Jr.DirectorApril 29, 2011
    By:
    /s/ David W. BrandenburgDavid W. BrandenburgDirector  58




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##### Table of Contents



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