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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. (20549)
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FORM (10)-Q
(MARK ONE)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007
OR
( ) 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 1-13725
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ILINC COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0545043
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2999 NORTH 44TH STREET, SUITE 650, PHOENIX, ARIZONA 85018
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(602) 952-1200
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No ( )
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2 of the Exchange Act). Yes ( ) No (X)
The number of shares of Common Stock of the Registrant, par value $.001 per
share, outstanding at October 29, 2007 was 33,836,568 net of shares held in
treasury.
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FORM 10-Q REPORT INDEX
PART I--FINANCIAL INFORMATION PAGE
----
Item 1--Unaudited Condensed Consolidated Financial Statements
Unaudited Condensed Consolidated Balance Sheets as of
September 30, 2007 and March 31, 2007.......................... 4
Unaudited Condensed Consolidated Statements of Operations
for the Three and Six Months Ended September 30, 2007 and
2006........................................................... 5
Unaudited Condensed Consolidated Statements of Cash Flows
for the Six Months Ended September 30, 2007 and 2006........... 6
Notes to Unaudited Condensed Consolidated Financial
Statements..................................................... 7
Item 2--Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................... 17
Item 3--Quantitative and Qualitative Disclosures about Market
Risk........................................................... 29
Item 4--Controls and Procedures........................................ 30
PART II--OTHER INFORMATION
Item 1--Legal Proceedings.............................................. 30
Item 1A--Risk Factors.................................................. 30
Item 2--Unregistered Sales of Equity Securities and Use of Proceeds.... 33
Item 3--Defaults of Senior Securities.................................. 33
Item 4--Submission of Matters to a Vote of Security Holders............ 33
Item 5--Other Information.............................................. 34
Item 6--Exhibits....................................................... 34
Signatures............................................................. 36
Certifications......................................................... 37
2
FORWARD-LOOKING STATEMENTS
Unless the context requires otherwise, references in this document to
"iLinc Communications," "iLinc" the "Company," "we," "us," and "our" refer to
iLinc Communications, Inc.
Statements contained in this Quarterly Report on Form 10-Q that involve
words like "anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates" and similar expressions are intended to identify forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, the Securities Act of 1933, as amended, and the Securities Exchange Act of
1934, as amended. These are statements that relate to future periods and
include, but are not limited to, statements as to our ability to: sell our
products and services; improve the quality of our software; derive overall
benefits of our products and services; introduce new products and versions of
our existing products; sustain and increase revenue; integrate current and
emerging technologies; support our customers and provide sufficient
technological infrastructure; obtain sales or increase revenues; manage
liquidity and capital resources; sustain positive cash flow; or realize net
earnings.
Such forward-looking statements involve certain risks and uncertainties
that could cause actual results to differ materially from anticipated results.
These risks and uncertainties include, but are not limited to, our dependence on
our products or services, market demand for our products and services, our
ability to attract and retain customers and channel partners, our ability to
expand our technological infrastructure to meet the demand from our customers,
our ability to recruit and retain qualified employees, the ability of channel
partners to successfully resell our products, the status of the overall economy,
the strength of competitive offerings, the pricing pressures created by market
forces and the risks discussed herein (see "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and "Risk Factors"). All
forward-looking statements included in this report are based on information
available to us as of the date hereof. We expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein, to reflect any change in our expectations or in
events, conditions or circumstances on which any such statement is based.
Readers are urged to carefully review and consider the various disclosures made
in this report and in our other reports filed with the SEC that attempt to
advise interested parties of certain risks and factors that may affect our
business. Our reports are available free of charge as soon as reasonably
practicable after such material is electronically filed with the SEC and may be
obtained through our Web site located at www.iLinc.com.
iLinc, iLinc Communications, iLinc Suite, MeetingLinc, LearnLinc,
ConferenceLinc, SupportLinc, EventPlus, On-Demand, iReduce, iLinc Enterprise and
its logos are trademarks or registered trademarks of iLinc Communications, Inc.
All other company names and products may be trademarks of their respective
companies.
3
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ILINC COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
SEPTEMBER 30, MARCH 31,
2007 2007
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents ..................................................... $ 1,121 $ 1,057
Certificate of deposit ........................................................ 516 504
Accounts receivable, net of allowance for doubtful accounts of $142 and $117
at September 30 and March 31, 2007, respectively ............................. 2,723 2,530
Note receivable ............................................................... -- 14
Prepaid and other current assets .............................................. 676 766
------------ ------------
Total current assets ........................................................ 5,036 4,871
Property and equipment, net ................................................... 776 691
Goodwill ...................................................................... 11,206 11,206
Intangible assets, net ........................................................ 1,561 1,556
Other assets .................................................................. 14 14
------------ ------------
Total assets ................................................................ $ 18,593 $ 18,338
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long term debt ............................................. $ 95 $ 143
Accounts payable trade ........................................................ 1,516 1,169
Accrued liabilities ........................................................... 912 1,119
Current portion of capital lease liabilities .................................. 92 45
Deferred revenue .............................................................. 1,565 1,483
------------ ------------
Total current liabilities ................................................... 4,180 3,959
Long term debt, less current maturities, net of discount and beneficial
conversion feature of $892 and $993, at September 30 and March 31, 2007,
respectively .................................................................. 7,472 7,406
Capital lease liabilities, less current maturities ............................... 261 223
Deferred tax liability ........................................................... 342 299
------------ ------------
Total liabilities ........................................................... 12,255 11,887
------------ ------------
SHAREHOLDERS' EQUITY:
Preferred stock series A & B, 10,000,000 shares authorized:
Series A preferred stock, $.001 par value, 105,000 and 115,000 shares
issued and outstanding, liquidation preference of $1,050,000 and $1,150,000
at September 30 and March 31, 2007 ........................................... -- --
Series B preferred stock, $.001 par value, 59,500 shares issued and
outstanding, liquidation preference of $595,000 .............................. -- --
Common stock, $.001 par value 100,000,000 shares authorized 35,267,105 and
35,017,843 issued at September 30 and March 31, 2007, respectively ........... 35 35
Additional paid-in capital .................................................... 46,730 46,614
Accumulated deficit ........................................................... (39,019) (38,790)
Less: 1,432,412 treasury shares at cost ...................................... (1,408) (1,408)
------------ ------------
Total shareholders' equity .................................................. 6,338 6,451
------------ ------------
Total liabilities and shareholders' equity .................................. $ 18,593 $ 18,338
============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
4
ILINC COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- ----------------------------
2007 2006 2007 2006
------------ ------------ ------------ ------------
Revenues
Software licenses .............................................. $ 1,218 $ 916 $ 2,370 $ 2,150
Subscription licenses and audio services ....................... 1,987 1,841 4,311 3,609
Maintenance and professional services .......................... 699 694 1,347 1,297
------------ ------------ ------------ ------------
Total revenues ............................................ 3,904 3,451 8,028 7,056
------------ ------------ ------------ ------------
Cost of revenues
Software licenses .............................................. -- 36 67 81
Subscription licenses and audio services ....................... 988 867 1,990 1,843
Maintenance and professional services .......................... 208 230 392 400
Amortization of technology ..................................... 52 67 97 134
------------ ------------ ------------ ------------
Total cost of revenues .................................... 1,248 1,200 2,546 2,458
------------ ------------ ------------ ------------
Gross profit ...................................................... 2,656 2,251 5,482 4,598
------------ ------------ ------------ ------------
Operating expenses
Research and development ....................................... 566 294 951 598
Sales and marketing ............................................ 1,370 756 2,622 1,614
General and administrative ..................................... 599 662 1,311 1,296
------------ ------------ ------------ ------------
Total operating expenses .................................. 2,535 1,712 4,884 3,508
------------ ------------ ------------ ------------
Income from operations ........................................... 121 539 598 1,090
Interest expense ............................................... (263) (246) (533) (497)
Amortization of beneficial debt conversion ..................... (81) (151) (162) (301)
------------ ------------ ------------ ------------
Total interest expense .................................... (344) (397) (695) (798)
Interest income (charges) and other ............................ 6 15 (21) (12)
------------ ------------ ------------ ------------
(Loss) income from continuing operations before income
taxes ..................................................... (217) 157 (118) 280
Income tax expense ............................................. (22) -- (43) --
------------ ------------ ------------ ------------
(Loss) income from continuing operations .......................... (239) 157 (161) 280
Income from discontinued operations .............................. -- (1) -- 10
------------ ------------ ------------ ------------
Net (loss) income ................................................ $ (239) $ 156 $ (161) $ 290
Series A and B preferred stock dividends ....................... (34) (40) (69) (79)
------------ ------------ ------------ ------------
(Loss) income available to common shareholders ................... $ (273) $ 116 $ (230) $ 211
============ ============ ============ ============
(Loss) income per common share, basic and diluted
From continuing operations ..................................... $ (0.01) $ -- $ (0.01) $ 0.01
From discontinued operations ................................... -- -- -- --
------------ ------------ ------------ ------------
Income per common share ................................... $ (0.01) $ -- $ (0.01) $ 0.01
============ ============ ============ ============
Number of shares used in calculation of (loss) income per share,
Basic .......................................................... 33,724 33,020 33,655 30,919
============ ============ ============ ============
Diluted ........................................................ 33,724 33,227 33,655 31,104
============ ============ ============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
5
ILINC COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
SIX MONTHS ENDED
SEPTEMBER 30,
----------------------------
2007 2006
------------ ------------
Net cash provided by (used in) operating activities .......... $ 596 $ (16)
------------ ------------
Cash flows from investing activities:
Investment in certificate of deposit ...................... (12) (1,012)
Capital expenditures ...................................... (112) (359)
Capitalization of software development costs .............. (264) (194)
Proceeds from sale of fixed assets ........................ 3
Repayment of note receivable .............................. 14 2
------------ ------------
Net cash used in investing activities ............... (374) (1,560)
------------ ------------
Cash flows from financing activities:
Proceeds from issuance of common stock .................... -- 2,000
Series A and B preferred stock dividends .................. (70) (78)
Stock issuance expense .................................... -- (190)
Proceeds from exercise of stock options ................... 19 3
Repayment of long-term debt ............................... (83) (118)
Repayment of capital lease liabilities .................... (24) (65)
------------ ------------
Net cash (used in) provided by financing activities . (158) 1,552
------------ ------------
Cash flows from continuing operations ........................ 64 (24)
Cash flows from discontinued operations ...................... -- (41)
------------ ------------
Net change in cash and cash equivalents ............. 64 (65)
Cash and cash equivalents, beginning of period ............... 1,057 466
------------ ------------
Cash and cash equivalents, end of period ..................... $ 1,121 $ 401
============ ============
Supplemental Schedule of Noncash Investing and Financing Activities
SIX MONTHS ENDED
SEPTEMBER 30,
----------------------------
2007 2006
------------ ------------
Fair value of warrants recorded as prepaid ................... (19) --
Addition of assets under capital leases ...................... 109 --
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS.
6
ILINC COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND NATURE OF OPERATIONS
Headquartered in Phoenix, Arizona, iLinc Communications, Inc. is a leading
provider of Web conferencing, audio conferencing and collaboration software and
services. The Company develops and sells software that provides real-time
collaboration and training using Web-based tools. The Company's four-product
iLinc Suite, comprised of LearnLinc, MeetingLinc, ConferenceLinc, and
SupportLinc, is an award winning virtual classroom, Web conferencing and
collaboration suite of software. With its Web collaboration, conferencing and
virtual classroom products, the Company provides what it believes to be simple,
reliable and cost-effective tools for remote presentations, meetings and online
events. The Company's software is based on a proprietary architecture and code
that finds its origins as far back as 1994, in what it believes to be the
beginnings of the Web conferencing industry. Versions of the iLinc Suite have
been translated into six languages, and it is currently available in version 9.
The Company's customers may choose from several different pricing and licensing
options for the iLinc Suite depending upon their needs. Uses for the
four-product suite of Web collaboration software include online business
meetings, sales presentations, training sessions, product demonstrations and
technical support assistance. The Company sells its software solutions to large,
medium and small-sized corporations inside and outside of the Fortune 1000. The
Company markets its products using a direct sales force and an indirect
distribution channel consisting of agents, distributors, value added resellers
and OEM partners. The Company allows its customers to choose between purchasing
a perpetual license or subscribing to a term license. The Company's revenues are
a mixture of high margin perpetual and subscription licenses of software,
monthly recurring revenues from subscription licenses, as well as annual
maintenance, hosting and support agreements, audio conferencing services and
other products and services.
The Company maintains corporate headquarters in Phoenix, Arizona and has
occupied that 9,100 square foot Class A facility since the Company's inception
in 1998. The Phoenix lease requires a monthly rent and operating expenses of
approximately $25,000 and will expire on February 28, 2012. The Company also
maintains a 2,500 square foot Class B facility in Troy, New York with an
emphasis in that location on research and development and technical support. On
July 5, 2006, the Company amended the New York lease that now expires on June
30, 2009. The New York lease requires a monthly rent and operating expenses of
approximately $4,000. In addition, the Company maintains a 10,000 square foot
Class A facility in Springville, Utah with an emphasis on audio conferencing and
support operations. The Springville lease began in 2003 and has a term of five
years that expires January 2, 2008 and requires a monthly rent and operating
expenses of approximately $15,000.
The Company began operations in March of 1998 in a different industry. Its
formation included the simultaneous rollup of fifty private businesses and an
initial public offering. The Company's initial services included training
enhancement services over the Internet using a browser based system. In 2002,
the Company shifted its focus away from its legacy business, leveraging its
historical experience in training, ultimately settling on its current focus, Web
conferencing and audio conferencing. The Company changed its name to iLinc
Communications, Inc. in February 2004.
The unaudited condensed consolidated financial statements included herein
have been prepared by the Company, pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC"). Pursuant to such regulations,
certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. The Company believes the presentation and
disclosures herein are adequate to make the information not misleading, but do
not purport to be a complete presentation inasmuch as all note disclosures
required by generally accepted accounting principles are not included. In the
opinion of management, the unaudited condensed consolidated financial statements
reflect all elimination entries and normal recurring adjustments that are
necessary to fairly state the results for the interim periods ended September
30, 2007 and 2006.
Fiscal operating results for interim periods are not necessarily indicative
of the results for a full year. It is suggested that these unaudited condensed
consolidated financial statements be read in conjunction with the consolidated
financial statements of the Company and related notes thereto, and management's
discussion and analysis related thereto, all of which are included in the
Company's annual report on Form 10-K as of and for the year ended March 31,
2007, as filed with the SEC and available for free on the Company's Website.
7
2. SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The condensed consolidated financial statements of the Company include the
accounts of the Company and its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses and related disclosure of contingent assets and
liabilities. The more significant areas requiring use of estimates and judgment
relate to revenue recognition, accounts receivable valuation reserves,
realizability of intangible assets, realizability of deferred income tax assets
and the evaluation of contingencies and litigation. Management bases its
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances. The results of such estimates
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
materially differ from these estimates under different assumptions or
conditions.
CERTIFICATE OF DEPOSIT
The Company holds a certificate of deposit at a financial institution. This
certificate has a maturity of eight months from the date of acquisition, which
precludes it from being accounted for as a cash equivalent.
CUSTOMER CONCENTRATIONS
Accounts receivable balances for two customers totaled approximately 13%
and 15% of the total balance outstanding at September 30 and March 31, 2007,
respectively, but otherwise there are not significant customer concentrations.
STOCK-BASED COMPENSATION
In December 2004, the FASB issued SFAS No. 123R, SHARE-BASED PAYMENT ("SFAS
123R"). Under this new standard, companies will no longer be able to account for
share-based compensation transactions using the intrinsic method in accordance
with APB 25. Instead, companies are required to account for such transactions
using a fair-value method and to recognize the expense over the service period.
SFAS 123R became effective for the Company for periods beginning after March 31,
2006 and allows for several alternative transition methods. The Company adopted
SFAS 123R, effective April 1, 2006, which requires recognition of compensation
expense for all stock option or other equity-based awards that vest or become
exercisable after the option's effective date. The Company elected the modified
prospective application transition method of adoption and, as such, prior period
financial statements have not been restated. Under this method, the fair value
of all stock options granted or modified after adoption must be recognized in
the Condensed Consolidated Statement of Operations and total compensation cost
related to non-vested awards not yet recognized, as determined under the
original provisions of SFAS 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, must
also be recognized in the Condensed Consolidated Statement of Operations as
vesting occurs.
LOSS/INCOME PER SHARE
Basic loss/income per share is computed by dividing net income available to
common shareholders by the weighted-average number of common shares outstanding
for each reporting period presented. Diluted loss/income per share are computed
similar to basic loss/income per share while giving effect to all potential
dilutive common stock equivalents that were outstanding during each reporting
period. For the three months ended September 30, 2007 and 2006, options and
warrants to purchase 5,223,999 and 3,626,101 shares of common stock,
respectively, were excluded from the computation of diluted earnings per share
because of their anti-dilutive effect.
Additionally, for the six months ended September 30, 2007 and 2006,
preferred stock and debt convertible into 9,580,000 and 10,300,000 shares of
common stock, respectively, were excluded from the computation of diluted
loss/income per share because inclusion of such would be antidilutive.
8
Furthermore, a restricted stock grant of 450,000 shares has been excluded from
the loss/income per share calculations for the six months ended September 30,
2007 and 2006 because the measurement date stock price exceeds the average stock
price for all periods presented.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2006, the Emerging Issues Task Force ("EITF") reached a consensus
on EITF Issue No. 06-03 ("EITF 06-03"), "How Taxes Collected from Customers and
Remitted to Governmental Authorities Should Be Presented in the Income Statement
(That Is, Gross versus Net Presentation)." EITF 06-03 provides that the
presentation of taxes assessed by a governmental authority that is directly
imposed on a revenue-producing transaction between a seller and a customer on
either a gross basis (included in revenues and costs) or on a net basis
(excluded from revenues) is an accounting policy decision that should be
disclosed. The provisions of EITF 06-03 became effective as of December 31,
2006. The Company's adoption of ETIF 06-03 has not and is not expected to have a
material effect on its consolidated financial position or results of operations.
In July 2006, the FASB issued FASB Interpretation No. 48, ACCOUNTING FOR
UNCERTAINTY IN INCOME TAXES - AN INTERPRETATION OF FASB STATEMENT NO. 109 (FIN
48). FIN 48 prescribes a recognition threshold and measurement attribute for
financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return, and also provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. FIN 48 is effective for the Company and has
been adopted beginning in the first quarter of fiscal 2008. After analysis of
the Company's income tax position, the Company has determined that the impact of
the adoption of FIN 48 is not significant to the Company's financial position or
results of operations.
In September 2006, the SEC issued SAB No. 108, CONSIDERING THE EFFECTS OF
PRIOR YEAR MISSTATEMENTS WHEN QUANTIFYING CURRENT YEAR MISSTATEMENTS. SAB No.
108 requires analysis of misstatements using both an income statement (rollover)
approach and a balance sheet (iron curtain) approach in assessing materiality
and provides for a one-time cumulative effect transition adjustment. SAB No. 108
was effective for the Company's fiscal year 2007 annual financial statements.
The Company adopted SAB 108 effective April 1, 2006.
In September 2006, the FASB issued SFAS No. 157, FAIR VALUE MEASUREMENTS
(SFAS 157), which provides guidance on how to measure assets and liabilities
that use fair value. SFAS 157 will apply whenever another US GAAP standard
requires (or permits) assets or liabilities to be measured at fair value but
does not expand the use of fair value to any new circumstances. This standard
also will require additional disclosures in both annual and quarterly reports.
SFAS 157 will be effective for fiscal 2009. The Company is currently evaluating
the potential impact this standard may have on its financial position and
results of operations.
On February 15, 2007, the FASB issued SFAS No. 159, THE FAIR VALUE OPTION
FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES (SFAS No. 159). Under this
Standard, the Company may elect to report financial instruments and certain
other items at fair value on a contract-by-contract basis with changes in value
reported in earnings. This election is irrevocable. SFAS No. 159 provides an
opportunity to mitigate volatility in reported earnings that is caused by
measuring hedged assets and liabilities that were previously required to use a
different accounting method than the related hedging contracts when the complex
provisions of SFAS No. 133 hedge accounting are not met. SFAS No. 159 is
effective for years beginning after November 15, 2007. Early adoption within 120
days of the beginning of the company's 2008 fiscal year is permissible, provided
the company has not yet issued an interim financial statement for 2008 and has
adopted SFAS No. 157. The Company is currently evaluating the potential impact
of adopting this Standard.
9
3. INTANGIBLE ASSETS, NET
Intangible assets consisted of the following:
SEPTEMBER 30, 2007
---------------------------------------------------------------------------
WEIGHTED
AVERAGE GROSS CARRYING ACCUMULATED
REMAINING LIVES AMOUNT AMORTIZATION NET
---------------------------------------------------------------------------
(YEARS) (IN THOUSANDS)
AMORTIZED INTANGIBLE ASSETS:
Deferred financing costs 4.05 $ 919 $ (469) $ 450
Purchased software 0.00 1,481 (1,481) --
Customer relationship 2.67 1,230 (697) 533
Capitalized software development costs 2.75 631 (53) 578
------------------------------------------------------------
$ 4,261 $ (2,700) $ 1,561
============================================================
MARCH 31, 2007
---------------------------------------------------------------------------
WEIGHTED
AVERAGE GROSS CARRYING ACCUMULATED
REMAINING LIVES AMOUNT AMORTIZATION NET
---------------------------------------------------------------------------
(YEARS) (IN THOUSANDS)
AMORTIZED INTANGIBLE ASSETS:
Deferred financing costs 4.57 $ 919 $ (407) $ 512
Purchased software 0.17 1,481 (1,437) 44
Customer relationship 3.17 1,230 (597) 633
Capitalized software development costs 3.00 367 -- 367
-------------------------------------------------------------
$ 3,997 $ (2,441) $ 1,556
=============================================================
CAPITALIZATION OF SOFTWARE DEVELOPMENT COSTS
In May of 2006, the Company began production of version 9 of its Web
conferencing software. In accordance with SFAS No. 86, ACCOUNTING FOR THE COSTS
OF COMPUTER SOFTWARE TO BE SOLD, LEASED OR OTHERWISE MARKETED, the Company began
capitalizing certain direct and indirect software development costs that
included expenses related to employee payroll costs, consultant fees, dedicated
computer hardware costs and specialized software license costs associated with
this project, since technological feasibility was achieved in May 2006. Version
9 was completed and released to customers in June 2007 and at that time the
accrued balance of software development costs totaled $631,000. The Company
began amortization of these capitalized software development costs, using the
straight-line amortization over a three year period beginning July 1, 2007. As
of September 30, 2007, the Company had capitalized direct and indirect software
development costs totaling $578,000 net of amortization.
4. ACCRUED LIABILITIES
SEPTEMBER 30, MARCH 31,
2007 2007
------------ ------------
(IN THOUSANDS)
Accrued state sales tax ....................................... $ 43 $ 77
Accrued interest payable ...................................... 268 290
Amount payable to third party providers and subcontractors .... 192 320
Accrued salaries and related benefits ......................... 375 394
Other ......................................................... 34 38
------------ ------------
Total accrued liabilities .................................. $ 912 $ 1,119
============ ============
10
5. LONG-TERM DEBT
SEPTEMBER 30, MARCH 31,
2007 2007
------------ ------------
(IN THOUSANDS)
2002 Convertible unsecured subordinated notes .... $ 5,100 $ 5,100
2004 Senior unsecured notes ...................... 2,962 2,962
Other unsecured notes payable .................... 397 480
------------ ------------
8,459 8,542
Less: Current portion of long-term debt .......... (95) (143)
Discount ................................... (446) (497)
Beneficial conversion feature .............. (446) (496)
------------ ------------
Long-term debt, net of current portion ........... $ 7,472 $ 7,406
============ ============
In March 2002, the Company completed a private placement offering that
provided proceeds of $5.75 million that was used to extinguish an existing line
of credit. Under the terms of the Convertible Note Offering, the Company issued
unsecured subordinated convertible notes (the "Convertible Notes"). The
Convertible Notes bear interest at the rate of 12% per annum and require
quarterly interest payments, with the principal due at maturity on March 29,
2012. The holders of the Convertible Notes may convert the principal into shares
of the Company's common stock at the fixed price of $1.00 per share. The Company
may force redemption by conversion of the principal into common stock at the
fixed conversion price, if at any time the 20 trading day average closing price
of the Company's common stock exceeds $3.00 per share. These notes are
unsecured, without financial covenants, and subordinated to any present or
future senior indebtedness. As a part of the Convertible Note Offering, the
Company also issued warrants to purchase 5,775,000 shares of the Company's
common stock, but those warrants expired on March 29, 2005 without exercise. The
fair value of the warrants was estimated at issuance using the Black-Scholes
pricing model and a discount to the Convertible Notes of $1,132,000 was recorded
using this value, which is being amortized to interest expense over the 10-year
term of the Convertible Notes. As the carrying value of the notes is less than
the conversion value, a beneficial conversion feature of $1,132,000 was
calculated and recorded as an additional discount to the notes and is being
amortized to interest expense over the ten year term of the Convertible Notes.
Upon conversion, any remaining discount and beneficial conversion feature will
be expensed in full at the time of conversion. During fiscal years 2004, 2005
and 2006, holders with a principal balance totaling $675,000 converted their
notes into 2,121,088 shares of the Company's common stock at prices from $0.25
to $0.30 per share. Note holders have not converted any debt nor has the Company
incurred any acceleration of amortization of costs during the year ended March
31, 2007 or for the six months ended September 30, 2007.
In April of 2004, the Company completed a private placement offering of
unsecured senior notes that provided gross proceeds of $4.25 million. Under the
terms of this offering, the Company issued $3,187,000 in unsecured senior notes
and 1,634,550 shares of the Company's common stock. The senior notes originally
bore an interest rate of 10% per annum and accrued interest is due and payable
on a quarterly basis, with principal due at maturity on July 15, 2007. The
senior notes are redeemable by the Company at 100% of the principal value at any
time. The notes and common stock were originally issued with a debt discount of
$768,000. The fair value of the warrants was estimated and used to calculate a
discount of $119,000 of which $68,000 was allocated to the notes and $51,000 was
allocated to equity. The total discount allocated to the notes of $836,000 is
being amortized as a component of interest expense over the original term of the
notes which was thirty-nine months. The senior notes are unsecured and without
financial covenants, but are senior in right of payment to all existing and
future indebtedness of the Company. The common stock issued in this offering was
registered with the SEC pursuant to a resale prospectus dated August 2, 2005.
Effective August 1, 2005, holders with a principal balance and accrued interest
totaling $225,800 converted their senior notes and accrued interest into 903,205
shares of the Company's common stock at a price of $0.25 per share. No
conversion of debt to equity or acceleration of amortization of costs related to
such conversions occurred during the year ended March 31, 2007. In December,
2006, the Company negotiated a modification of the terms of the senior notes to
extend the maturity date to July 15, 2010. In exchange for the three year
extension, the interest rate increased to 12% per annum effective on January 16,
2007. All other terms and provisions of the senior notes remained unchanged. The
direct expenses of the note amendment was $101,000 and the estimated fair value
of the warrant issued to the placement agent of $42,000 were recorded as a
deferred offering cost and both are being amortized as a component of interest
expense over the remaining term of the senior notes.
11
In connection with the Company's acquisition of Glyphics in 2004 (the
Company's audio conferencing operations), the Company assumed an unsecured
credit line with an original principal balance of $400,000. On April 1, 2007,
the note with a principal balance of $398,000 was modified to provide for fixed
payments of principal, due in 60 equal monthly installments plus variable
interest, with the final payment due April 1, 2012. The note had a principle
balance of $371,000 at September 30, 2007.
The aggregate maturities of long-term debt excluding capital leases for
each of the next five calendar years subsequent to September 30, 2007 were as
follows (IN THOUSANDS):
2008.............................................................. $ 95
2009.............................................................. 75
2010.............................................................. 3,045
2011.............................................................. 89
2012.............................................................. 5,155
Thereafter........................................................ --
----------
$ 8,459
==========
6. CAPITALIZATION
COMMON STOCK
On June 9, 2006, the Company completed a private placement of 5,405,405
unregistered, restricted shares of common stock providing $2.0 million in gross
cash proceeds. The Company has used the proceeds for working capital and general
corporate purposes. Pursuant to the registration rights agreement between the
parties, the Company filed a Registration Statement on Form S-3 to enable the
resale of the shares by the investors which was declared effective on September
29, 2006.
Preferred Stock
During the quarter ended September 30, 2007, holders of 10,000 shares of
Series A preferred stock converted their shares to 200,000 shares of common
stock.
7. INCOME TAX EXPENSE FROM CONTINUING OPERATIONS
The Company recorded income tax expense of $43,000 for the three and six
months ended September 30, 2007, respectively. The deferred income tax expense
resulted from the recognition of the deferred income tax liability related to
the tax deductible goodwill recognized on the Company's purchase of the assets
from Quisic and LearnLinc. The Company has recorded a valuation allowance for
its deferred tax assets due to the historical lack of profitable operating
history. While there was a net loss for the three and six months ended September
30, 2007, the Company believes that with the annual financial results for the
year ended March 31, 2008 the Company will exhibit the ability to generate
annual profits and a corresponding taxable income. In the event that the Company
determines that it will be more likely than not that the Company will derive
profitability and corresponding taxable income, then it will realize a portion
of its fully reserved deferred tax asset. Upon such determination and
corresponding realization, an adjustment to the deferred tax asset would
increase net income through recording a tax benefit in the period when such a
determination is made. The Company believes that recognition is likely before
the end of fiscal year 2008.
The Company adopted FIN 48 as of April 1, 2007. The adoption of FIN 48 has
not had an impact on the Company's financial position or results of operations
for the six months ended September 30, 2007. The Company has no unrecognized tax
benefit, as described in FIN 48, as of September 30, 2007.
It is the Company's policy to recognize interest and penalties related to
unrecognized tax benefits as a component of income tax expense. There is no
interest or penalties accrued as of September 30, 2007. Furthermore, there were
no interest or penalties recorded during the six months ended September 30,
2007.
The Company is subject to income tax examinations for U.S. Federal income
taxes and state income taxes from fiscal 2005 forward. As of September 30, 2007,
the Company is not undergoing an U.S. Federal or state tax audits. The Company
does not anticipate that total unrecognized tax benefits will significantly
change prior to March 31, 2008.
12
There was no current income tax expense for the six months ended September
30, 2007 and 2006 because net operating loss carry-forwards were utilized to
eliminate taxable income and the payment of any federal income tax.
8. STOCK OPTION PLANS AND WARRANTS
The Company grants stock options under its amended and restated Stock
Compensation Plan (the "Plan"). The Company calculates the fair value of options
on the day of grant and amortizes the fair value over the vesting period. Under
the Plan, the Company is authorized to issue up to 5,500,000 shares of common
stock to directors, officers and employees in the form of stock options and
stock awards.
There were stock options and stock awards representing 3,826,335 shares
outstanding under the Plan at September 30, 2007. The Compensation Committee of
the Board of Directors administers the Plan. Stock options granted to employees
have a contractual term of 10 years (subject to earlier termination in certain
events) and have an exercise price no less than the fair market value of the
Company's common stock on the date of grant. The options vest at varying rates
over a one to five year period.
The Company estimates the fair value of stock options granted using the
Black-Scholes option valuation model approach. The Company amortizes the fair
value on a straight-line basis. All options are amortized over the requisite
service periods of the grants, which are generally the vesting periods. The
expected term of the options granted represents the period of time that they are
outstanding. Management estimated the expected term of the options granted based
on the period of time the options will be outstanding. Management has determined
that there were no meaningful differences in option exercise activity based on
the demographics tested. The Company estimates the volatility of its options at
the date of grant based on the historic volatility of its common stock for the
previous two years. The Company bases the risk-free interest rate that it uses
in the Black-Scholes option valuation model on the implied yield in effect at
the time of the option grant on U.S. Treasury bond issues with equivalent
remaining terms. The Company has never paid a cash dividend on its common stock
and does not anticipate paying any cash dividends in the foreseeable future.
Consequently, the Company uses an expected dividend yield of zero in the
Black-Scholes option valuation model. SFAS 123R requires the Company to estimate
forfeitures at the time of grant and revise those estimates in subsequent
periods if actual forfeitures differ from those estimates. The Company uses
historical data to estimate pre-vesting option forfeitures and records
share-based compensation expense only for those grants that are expected to
vest.
In accordance with SFAS 123R, the Company recognized $59,000 and $95,000,
net of taxes, of compensation expense related to the vesting of the stock
options and vesting of stock grants in the three and six months ended September
30, 2007, respectively. The Company recognized $46,000 and $73,000, net of taxes
of compensation expense related to the vesting of the stock options and vesting
of stock grants in the three and six months ended September 30, 2006,
respectively. The following table summarizes stock-based compensation expense
related to the vesting of employee stock options and vesting of employee stock
grants under SFAS 123R for the three and six months ended September 30, 2007 and
2006, which was allocated as follows (in thousands except per share amounts):
13
------------ ------------ ------------ ------------
THREE MONTHS THREE MONTHS SIX MONTHS SIX MONTHS
ENDED ENDED ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2007 2006 2007 2006
------------ ------------ ------------ ------------
Stock-based compensation expense from stock options included:
Cost of sales ....................................................... $ 4 $ 3 $ 8 $ 5
Research and development ............................................ 5 2 8 4
Sales and marketing ................................................. 13 7 27 17
General and administrative .......................................... 27 24 32 27
------------ ------------ ------------ ------------
Total ....................................................... 49 36 75 53
Stock-based compensation expense from stock grants included: general
and administrative costs ............................................ 10 10 20 20
------------ ------------ ------------ ------------
Total stock-based expense included in income from operations ........... 59 46 95 73
Tax benefit ............................................................ -- -- -- --
------------ ------------ ------------ ------------
Total stock-based compensation expense, net of tax ..................... $ 59 $ 46 $ 95 $ 73
Decrease in basic earnings per share ................................... $ -- $ -- $ -- $ --
Decrease in diluted earnings per share ................................. $ -- $ -- $ -- $ --
As stock-based compensation expense recognized in the Condensed
Consolidated Statement of Operations for the three and six months ended
September 30, 2007 and 2006 is based on options ultimately expected to vest, it
has been reduced for expected forfeitures. SFAS 123R requires forfeitures to be
estimated at the time of grant and revised, if necessary, in subsequent periods
if actual forfeitures differ from those estimates. Forfeitures were estimated
based on historical experience.
The Company calculates the value of each employee stock option, estimated
on the date of grant, using the Black-Scholes model in accordance with SFAS
123R. The weighted average fair value of employee stock options granted during
the six months ended September 30, 2007 and 2006 was $0.62 per share and $0.37
per share, respectively, using the following weighted-average assumptions:
SIX MONTHS ENDED SEPTEMBER 30,
--------------------------------------------
2007 2006
---------------------- ---------------------
Risk free interest rate 4.3% - 5.0% 4.7% - 5.11%
Dividend yield 0% 0%
Volatility factors of the expected market price of the
Company's common stock 90% - 102% 101% - 109%
Weighted-average expected life of Options 5 - 10 years 10 years
Stock options activity for the six months ended September 30, 2007 was as
follows:
WEIGHTED AVERAGE
CONTRACTUAL AGGREGATE
SHARES SUBJECT TO WEIGHTED AVERAGE LIFE INTRINSIC VALUE
OPTIONS EXERCISE PRICE (IN YEARS) (IN THOUSANDS)
----------------------- ---------------------- ------------------- -----------------
Options outstanding at April 1, 2007......... 3,138,552 $0.98
Options granted........................... 603,875 $0.62
Options exercised......................... (49,262) $0.39
Options forfeited......................... (112,960) $0.48
Options expired........................... (203,870) $0.80
-----------------------
Options outstanding at September 30, 2007.... 3,376,335 $0.96 6.22 $ 370
-----------------------
Options exercisable at September 30, 2007.... 2,379,249 $1.13 4.93 $ 255
-----------------------
14
The aggregate intrinsic value in the table above represents total pretax
intrinsic value (the difference between the Company's closing stock price on
September 30, 2007 and the exercise price, multiplied by the number of
in-the-money options) that would have been received by the option holders had
all option holders exercised their options on September 30, 2007. This amount
changes based on the fair market value of the Company's common stock. During the
six months ended September 30, 2007, 49,262 options were exercised by employees
of the Company. The Company issues new shares of common stock upon the exercise
of stock options. At September 30, 2007, 1,423,765 shares were available for
future grants under The Plan. At September 30, 2007, the Company had
approximately $254,000 of total unrecognized compensation expense, net of
estimated forfeitures, related to stock options under The Plan that will be
recognized over the weighted average period of 2.8 years.
The following table summarizes information about stock options outstanding
at September 30, 2007:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
-------------------------------------------------------------- -------------------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
NUMBER OF EXERCISE WEIGHTED AVERAGE REMAINING NUMBER OF EXERCISE
SHARES PRICE CONTRACTUAL LIFE (YEARS) SHARES PRICE
---------------- --------------- ---------------------------- ---------------- -------------
$ 0.24 - $ 0.36 339,739 $ 0.25 8.0 230,731 $ 0.25
$ 0.39 - $ 0.58 1,362,749 $ 0.47 6.0 1,083,257 $ 0.48
$ 0.59 - $ 0.89 991,749 $ 0.64 8.6 384,101 $ 0.66
$ 0.92 - $ 1.38 102,125 $ 1.02 5.9 101,187 $ 1.02
$ 1.94 - $ 2.91 490,000 $ 2.18 1.8 490,000 $ 2.18
$ 6.13 - $ 9.19 89,973 $ 7.71 0.9 89,973 $ 7.71
---------------- ----------------
3,376,335 2,379,249
================ ================
WARRANTS
The following table summarizes information about warrants outstanding at
September 30, 2007:
WARRANTS OUTSTANDING WARRANTS EXERCISABLE
-------------------------------------------------------------- -------------------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
NUMBER OF EXERCISE WEIGHTED AVERAGE REMAINING NUMBER OF EXERCISE
SHARES PRICE CONTRACTUAL LIFE (YEARS) SHARES PRICE
---------------- --------------- ---------------------------- ---------------- -------------
$ 0.24 - $ 0.36 339,739 $ 0.25 8.0 230,731 $ 0.25
$ 0.32 - $ 0.32 50,000 $ 0.32 1.5 50,000 $ 0.32
$ 0.40 - $ 0.40 50,000 $ 0.40 1.5 50,000 $ 0.40
$ 0.42 - $ 0.42 543,182 $ 0.42 3.7 543,182 $ 0.42
$ 0.44 - $ 0.44 132,972 $ 0.44 3.0 132,972 $ 0.44
$ 0.50 - $ 0.50 700,000 $ 0.50 1.0 700,000 $ 0.50
$ 0.55 - $ 0.55 50,000 $ 0.55 1.5 50,000 $ 0.55
$ 0.66 - $ 0.66 150,000 $ 0.66 2.3 150,000 $ 0.66
$ 1.50 - $ 1.50 171,510 $ 1.50 3.3 171,510 $ 1.50
---------------- ----------------
1,847,664 1,847,664
================ ================
In January 2005, in connection with the restructuring of the payments on
loan obligations due in connection with the acquisition of assets from Glyphics,
the Company issued a warrant for 50,000 shares with an exercise price of $0.55
to one of the Glyphics stockholders, since the loan had been guaranteed by the
stockholder. The warrant was set to expire in January 2007. The fair value of
the warrant of $8,000 was estimated using the Black-Scholes pricing model. In
June 2005, in connection with the restructuring of the payments and his
continuing personal guarantee, the Company issued an additional warrant for
50,000 shares to the stockholder with an exercise price of $0.32. The warrant
was set to expire in June 2007. The fair value of the warrant of $6,500 was
estimated using the Black-Scholes pricing model. On April 1, 2006 in connection
with the restructuring of the payments and his continuing personal guarantee,
the Company issued an additional warrant to the stockholder for 50,000 shares
with an exercise price of $0.40. The warrant expires in April 2009. The fair
value of the warrant of $15,000 was estimated using the Black-Scholes pricing
model. In April 2006, the expiration dates of the warrants that had been issued
15
in 2005 were extended to March 31, 2009. Based on an analysis using the
Black-Scholes pricing model, no adjustment was made to the fair value of the two
extended warrants. On April 1, 2007 in connection with the restructuring of the
payments and his continuing personal guarantee, the Company issued an additional
warrant for 50,000 shares to the stockholder with an exercise price of $0.66.
The warrant expires in April 2010. The fair value of the warrant of $21,000 was
estimated using the Black-Scholes pricing model. The note is now being repaid
and no further warrants are expected to be issued.
On July 1, 2006, the Company issued a warrant for up to 1,000,000 shares of
the Company's common stock, par value $0.001 per share, with an exercise price
of $0.55 per share to an agent of the Company in connection with a reseller
agreement effective June 30, 2006. The warrant expires on July 1, 2011. The
warrant is subject to vesting provisions based on net collected revenue targets
achieved through the agent and certain value added resellers over a five year
period. As of September 30, 2007, none of the revenue targets had been achieved.
Therefore, no expense was recorded in the six months ended September 30, 2007.
In accordance with EITF 96-18, ACCOUNTING FOR EQUITY INSTRUMENTS THAT ARE ISSUED
TO OTHER THAN EMPLOYEES FOR ACQUIRING, OR IN CONJUNCTION WITH SELLING, GOODS AND
SERVICES, the Company recorded a prepaid asset and corresponding additional
paid-in capital of $448,000 as the fair value of the 1,000,000 shares at
September 30, 2007 using the Black-Scholes pricing model.
9. COMMITMENTS AND CONTINGENCIES
The Company is subject to various commitments and contingencies as
described in Note 13 to the consolidated financial statements in the Company's
Annual Report on Form 10-K as of and for the year ended March 31, 2007. During
the six-month period ended September 30, 2007, the following occurred with
respect to certain of the Company's commitments and contingencies:
LEASE COMMITMENTS
The Company used operating and capital leases to finance property and
equipment acquisitions. Currently, the Company has capital leases for computer
hardware and software ranging in terms from 3 to 5 years. The capital leases
bear interest at varying rates ranging from 10.0% to 14.0% and require monthly
payments. The Company's operating leases primarily consist of premise leases for
the Phoenix, New York and Utah locations.
Assets recorded under capital leases, at September 30, 2007, consisted of
the following (IN THOUSANDS):
Cost............................................................ $ 377
Less: accumulated amortization.................................. (65)
------------
Total........................................................... $ 312
============
Future minimum lease payments under capital leases and non-cancelable
operating leases with initial or remaining terms of one or more years consisted
of the following at September 30, 2007 (IN THOUSANDS):
CAPITAL OPERATING
----------- -----------
2008............................................... $ 128 $ 457
2009............................................... 128 394
2010............................................... 97 363
2011............................................... 42 366
2012............................................... 39 152
Thereafter......................................... -- --
----------- -----------
Total minimum obligations.......................... 434 $ 1,732
===========
Less: amount representing interest................. (81)
-----------
Present value of minimum obligations............... 353
Less: current portion.............................. (92)
-----------
Long-term obligation at September 30, 2007......... $ 261
===========
The Company's lease on its Phoenix, Arizona location expires on February
28, 2012. The Phoenix lease requires a monthly rent and operating expense of
approximately $25,000. The Company's lease on its New York location expires on
September 30, 2009 and requires a monthly rent and operating expenses of
approximately $4,000. The lease related to the Utah location expires on January
2, 2008 and requires a monthly rent and operating expenses of approximately
$15,000. The Company expects to move to new facilities in Utah in November of
2007.
16
SUBCONTRACTOR AGREEMENT
The Company has an agreement with its custom content subcontractor,
Interactive Alchemy, that provides for the provision of custom content services
to the Company's customers. The subcontractor agreement has a non-cancelable
two-year term and expires on May 1, 2008. Under the agreement, its subcontractor
provides custom content development services to the Company in exchange for a
fixed percentage of the Company's custom content revenue. The amount to be paid
under the agreement is limited to a cap of $450,000 in Fiscal 2008. On September
28, 2007, the agreement was modified in order to further clarify the rights and
obligations between the Company and its subcontractor at the end of the
agreement. To facilitate the subcontractor's possible assignment of the
agreement to a new subcontractor, the Company and the subcontractor amended the
agreement to eliminate a royalty fee that had been paid by subcontractor to the
Company and reduce the amount retained by the Company, as well as release the
contractor from certain non-competition covenants that would have remained
effective at the end of the agreement. The Company records gross custom content
revenue for its customers with a corresponding fixed percentage commission due
to its subcontractor as a cost of sale.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Dr. Powers, Mr.
Dunn, and Mr. Moulton. All are officers, and Dr, Powers is also Chairman of the
Board of Directors. Each of these agreements provides for an annual base salary
in an amount not less than the initial specified amount and entitles the
employee to participate in all of the Company's compensation plans. Each
agreement establishes a base annual salary and provides the eligibility for an
annual award of bonuses based on the management incentive compensation plan (as
adopted and amended by the Compensation Committee of the Board of Directors from
year to year), and is subject to the right of the Company to terminate their
respective employment at any time without cause. Dr. Powers' and Mr. Dunn's
employment agreements provide for continuous employment for a one-year term that
renews automatically unless otherwise terminated. Mr. Dunn's employment
agreement permits Mr. Dunn to work outside the corporate offices, and Mr. Dunn
relocated to Houston in June of 2005. Mr. Moulton's agreement provides for
continuous employment for a two-year term. Under each of the employment
agreements, if the Company terminates the employee's employment without cause
(as therein defined), Dr. Powers, Mr. Dunn, and Mr. Moulton will be entitled to
a payment equal to 12 months' salary. Additionally, Dr. Powers' and Mr. Dunn's
employment agreements provide for a severance payment equal to one (1) year's
compensation in the event of termination of employment following a "change in
control" of the Company (as defined therein) except that should Mr. Dunn obtain
employment with the successor organization in a comparable position, then the
Company shall not be responsible for the severance payment. Each of the
foregoing agreements also contains a covenant limiting competition with iLinc
for one year following termination of employment except for Mr. Moulton's which
limits competition with iLinc for nine months following termination. The
aggregate potential payment under such agreements would be $1.0 million as of
September 30, 2007.
10. DISCONTINUED OPERATIONS
Effective January 1, 2004, the Company discontinued its legacy practice
management services segment. In accordance with SFAS 144 ACCOUNTING FOR
IMPAIRMENT ON DISPOSAL OF LONG-LIVED ASSETS, the Company has restated its
historical results to reflect this segment as a discontinued operation. For the
six months ended September 30, 2007 and 2006, the Company had net income from
discontinued operations of $0 and $10,000, respectively.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
STATEMENTS CONTAINED IN THIS QUARTERLY REPORT ON FORM 10-Q THAT INVOLVE
WORDS LIKE "ANTICIPATES," "EXPECTS," "INTENDS," "PLANS," "BELIEVES," "SEEKS,"
"ESTIMATES" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995, THE SECURITIES ACT OF 1933, AS AMENDED, AND THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED. SUCH FORWARD-LOOKING STATEMENTS INVOLVE CERTAIN RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
ANTICIPATED RESULTS. THESE RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED
TO, OUR DEPENDENCE ON OUR PRODUCTS OR SERVICES, MARKET DEMAND FOR OUR PRODUCTS
AND SERVICES, OUR ABILITY TO ATTRACT AND RETAIN CUSTOMERS AND CHANNEL PARTNERS,
OUR ABILITY TO EXPAND OUR TECHNOLOGICAL INFRASTRUCTURE TO MEET THE DEMAND FROM
OUR CUSTOMERS, OUR ABILITY TO RECRUIT AND RETAIN QUALIFIED EMPLOYEES, THE
ABILITY OF CHANNEL PARTNERS TO SUCCESSFULLY RESELL OUR SERVICES, THE STATUS OF
THE OVERALL ECONOMY, THE STRENGTH OF COMPETITIVE OFFERINGS, THE PRICING
PRESSURES CREATED BY MARKET FORCES, AND THE OTHER RISKS DISCUSSED HEREIN. ALL
FORWARD-LOOKING STATEMENTS INCLUDED IN THIS REPORT ARE BASED ON INFORMATION
17
AVAILABLE TO US AS OF THE DATE HEREOF. WE EXPRESSLY DISCLAIM ANY OBLIGATION OR
UNDERTAKING TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN, TO REFLECT ANY CHANGE IN OUR EXPECTATIONS OR IN
EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED. OUR
REPORTS ARE AVAILABLE FREE OF CHARGE AS SOON AS REASONABLY PRACTICABLE AFTER WE
FILE THEM WITH THE SEC AND MAY BE OBTAINED THROUGH OUR WEB SITE.
COMPANY OVERVIEW
We sell our software solutions to large, medium and small-sized
corporations inside and outside of the Fortune 1000. We market our products
using a direct sales force and an indirect distribution channel consisting of
agents, distributors, value added resellers and OEM partners. We allow our
customers to choose between purchasing a perpetual license and subscribing to a
term license, providing for flexibility in license structures. Our revenues are
a mixture of high margin perpetual and periodic licenses of software, monthly
recurring revenues from subscription licenses, as well as annual maintenance,
hosting and support agreements, audio conferencing services and other products
and services.
Our Web conferencing software is sold on a perpetual license or periodic
license basis. A customer may choose to acquire a one-time perpetual license
(the "Purchase Model") or may rent our software on a periodic basis (e.g., on
either a per-seat, per-month or per-minute basis) (the "Subscription Model"). We
also offer varied hosting options, so that a customer who acquires or rents our
software may either elect to host our software behind its own firewall or it may
choose to have iLinc host it for the customer. Customers who select the Purchase
Model, whether hosted by iLinc or the customer, also subscribe for ongoing
customer support and maintenance and software upgrade services, by entering into
a support and maintenance contract with a typical term of one year, but with
multi-year options of up to five years. The annual maintenance and support fee
charged is based upon a percentage of the purchase price (or per seat price)
that varies between 12% and 18% of the license fee paid (or on a per seat
equivalent basis) for the perpetual licenses, with the percentage depending upon
the contractual length and the timing of payment. If a customer chooses to have
iLinc host its Purchase Model licenses, then the annual hosting fee charged is
based upon a percentage of the purchase price (or per seat price) that is
normally 10% of the license fee paid (or on a per seat equivalent basis) of the
Purchase Model license fee that was paid for the perpetual license.
During fiscal 2006, we launched our iLinc Enterprise(TM) perpetual
licensing model that enables customers to pay a one-time up-front fee for an
organization-wide Web conferencing license, with the ability to expand the
number of seats in exchange for a smaller annual per seat fee. Those customers
who qualify for the iLinc Enterprise site license pay an initial license fee
that is determined based upon the number of employees within the customer's
organization, their projected conferencing use, and various other factors. The
annual maintenance and support fees and hosting fees associated with an iLinc
Enterprise license are then based upon a fixed price or upon an associated rate
per-seat that is active on each annual anniversary of the iLinc Enterprise
license agreement. Customers may expand the number of active seats available to
them at any time with a corresponding increase in annual maintenance and hosting
fees being charged. Supplementing the concurrent seat license model and the
iLinc Enterprise model, we also offer a named-user model that permits a host (or
named-user) to subscribe for a limited use room.
Customers choosing the Subscription Model pay a fee per seat (concurrent
connection) on either a per-month or per-year basis depending upon the length
and term of the subscription agreement. Hosting and maintenance are included as
a part of the monthly or annual rental fees. Customers may also obtain Web
conferencing and audio conferencing on a per-minute basis using the iLinc
On-Demand product. Those choosing the iLinc On-Demand product pay on a monthly
basis typically without contractual commitment.
In addition to the Web conferencing and audio conferencing products and
services, we offer custom content development services through a subcontractor
relationship and an off-the-shelf online library of content that includes an
online mini-MBA program co-developed with the Tuck School of Business at
Dartmouth College. These other services are a small portion of our overall
revenue base and will likely phase out as an offered service over the next two
fiscal years.
PRODUCTS AND SERVICES
WEB CONFERENCING AND WEB COLLABORATION
The iLinc Suite is a four-product suite of software that addresses the most
common business collaboration needs.
18
LearnLinc is an Internet-based software that is designed for training and
education of remote students. With LearnLinc, instructors and students can
collaborate and learn remotely providing an enhanced learning environment that
replicates and surpasses traditional instructor-led classes. Instructors can
create courses and classes, add varied agenda items, enroll students, deliver
live instruction and deliver content that includes audio, video and interactive
multimedia. In combination with TestLinc, LearnLinc permits users to administer
comprehensive tests, organize multiple simultaneous breakout sessions and
record, edit, play back and archive entire sessions for future use.
MeetingLinc is an online collaboration software designed to facilitate the
sharing of documents, PowerPoint(TM) presentations, graphics and applications
between meeting participants without leaving their desks. MeetingLinc allows
business professionals, government employees and educators to communicate more
effectively and economically through interactive online meetings using
Voice-over IP technology to avoid the expense of travel and long distance
charges. MeetingLinc allows remote participants to give presentations,
demonstrate their products and services, annotate on virtual whiteboards, edit
documents simultaneously and take meeting participants on a Web tour. Like all
of the Web collaboration products in the Suite, MeetingLinc includes integrated
voice and video conferencing services.
ConferenceLinc is a presentation software designed to deliver the message
in a one-to-many format providing professional management of Web conferencing
events. ConferenceLinc manages events such as earnings announcements, press
briefings, new product announcements, corporate internal mass communications and
external marketing events. ConferenceLinc is built on the MeetingLinc software
platform and code to combine the best interactive features with an easy-to-use
interface providing meaningful and measurable results to presenters and
participants alike. Its design includes features that take the hassle out of
planning and supporting a hosted Web seminar. ConferenceLinc includes automatic
email invitations, "one-click join" capabilities, online confirmations, update
notifications and customized attendee registration. With ConferenceLinc,
presenters may not only present content, but may also gain audience feedback
using real-time polling, live chat, question and answer sessions and post-event
assessments. The entire presentation is easily recordable for viewing offline
and review after the show with the recorder capturing the content and the audio,
video and participant feedback.
SupportLinc is an online technical support and customer sales support
software designed to give customer service organizations the ability to provide
remote hands-on support for products, systems or software applications.
SupportLinc manages the support call volume and enhances the effectiveness of
traditional telephone-based customer support systems. SupportLinc's custom
interface is designed to be simple to use so as to improve the interaction and
level of support for both customers and their technical support agents.
AUDIO CONFERENCING
We also deliver comprehensive audio conferencing solutions that help
businesses provide virtual meetings, corporate events, distance learning
programs and daily conference calls. Our audio conferencing offering includes a
wide array of services and products that include reservationless audio
conferencing with pre-established calling accounts for each user who may
participate in conference calls with no advance notice, 24/7;operator assisted
conference calls with operator hosting, monitoring and coordination of the call;
and, high-quality event services that include invitation and user management,
scripting, presentation preparation, post show distribution and dedicated
operator assistance from iLinc. Customers may purchase our audio conferencing
products and services without an annual contract commitment on a monthly
recurring usage basis, and often subscribe for a fixed per-minute rate.
SALES AND MARKETING FOCUS
Our organization continually creates new marketing and sales campaigns that
focus on our four target markets.
o We sell to prospects that are using other Web conferencing service
providers that are ready to migrate to Web conferencing software. We
find that these organizations appreciate the cost and feature
advantages that our technology offers.
o We target organizations that have a natural fit for highly secure Web
conferencing software such as government, military and financial
organizations as well as the companies that supply to these entities.
o We target organizations looking to deploy live, Web-based training.
Our software was originally built for training and we have maintained
a competitive technology advantage in this area.
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o We continue to cross sell all of our products and services to our
large database of existing customers.
Marketing has developed a plan that incorporates public relations,
tradeshows, Web events, Web marketing initiatives and direct marketing (mail and
email) efforts messaged in campaigns that speak to the needs of our specific
target markets. The goal of our marketing strategy is to drive new business into
our customer base and then cross sell our synergistic Web, audio and event
product and drive usage of all products to increase the propensity for our
customers to make additional purchases.
The direct sales team is organized by geographic territory and is broken
down into distinct groups. All of our direct sales team focus their outbound
activity on specific vertical markets that include education, financial
services, technology, government and professional service organizations. We
believe that the target vertical markets have a commonality of meeting four
criteria: we have an established customer base in the market; our product
feature set is specifically appropriate to the needs of the market; analysts
have identified a need within that market for increasing use of Web and audio
conferencing; and we believe that we have the potential to capture a portion of
the share of such markets.
We have formed relationships with organizations that market and sell our
products and services through their sales distribution channels. The
relationships can be categorized into those that act as agents which sell on our
behalf and value added resellers (VAR's) that actively sell our products and
provide product support typically to their own existing customer base. As of
September 30, 2007, we had over 20 organizations selling our products providing
indirect sales in the United States and in countries outside the United States,
including Canada, the United Kingdom, The Netherlands, Germany, Mexico, and
Japan. Our value added resellers execute agreements to resell our products to
their customers through direct sales and in some cases through integration of
our products into their products or service offerings. Our distribution
agreements typically have terms of one to three years and are automatically
renewed for an additional like term unless either party terminates the agreement
for breach or other financial reasons. In most of these agreements, the VAR
licenses the product from us and resells the product to its customers. Under
those VAR agreements, we record only the amount paid to us by the VAR as revenue
and recognize revenue when all revenue recognition criteria have been met.
PERFORMANCE MEASURES AND INDICATORS
In evaluating our operating performance on a quarterly and annual basis, we
consider levels of revenues, gross profit, operating income and net income to be
important indicators. Over the past three fiscal years, we have succeeded in
increasing revenues while managing cost of revenues and operating expenses.
Therefore, while revenues, cost of revenues and operating expenses all have
increased during this period, total cost of revenues as a percentage of revenues
and operating expenses as a percentage of revenues each have decreased over the
past three fiscal years. Our goal is for this trend to continue as we seek to
manage increases in expenses at the same time we seek to increase revenues.
In evaluating our liquidity, we evaluate levels of current assets, current
liabilities and accounts receivable, aging of accounts receivable and maturities
of debt and obligations under long term leases. Our current assets, including
accounts receivable, at September 30, 2007 were approximately $165,000 higher
than current assets at March 31, 2007. Our current liabilities at September 30,
2007 were approximately $221,000 higher than our level of current liabilities at
March 31, 2007, with $82,000 of the increase related to an increase in deferred
revenue. Accounts payable increased $347,000, which is consistent with the
increase in operating expenses for the six months ending September 30, 2007.
Accrued liabilities decreased, primarily as accounts payable to third party
providers and subcontractors were paid. As a result, we decreased working
capital to $856,000 at September 30, 2007 compared to working capital of
$912,000 at March 31, 2007. Our accounts receivable, net of allowance for
doubtful accounts, were $2.7 million and $2.5 million at September 30, 2007 and
March 31, 2007, respectively. As indicated below, in the table under the caption
"Contractual Obligations" at September 30, 2007 long term debt due in less than
one year, capital lease obligations due in less than one year, interest expense
for the coming year and operating lease obligations for the coming year
aggregated $95,000, $92,000, $1.0 million and $457,000 respectively. We
anticipate that cash flow from operations should be sufficient to allow us to
meet these obligations without raising additional capital.
As indicators of future financial performance, we monitor and evaluate
non-financial measures, such as number of seats sold, average sales price per
transaction, average sales cycle, quota achievement by the direct sales staff,
the number of transactions, the percentage each product sold contributes to
total revenue, the percentage sold to new versus existing customer, and the
trends indicated by these factors.
20
External factors that our management considers in analyzing our performance
include projected growth rates for our industry, rates of penetration of use of
our product categories in the corporate sector and telecommunications growth and
rate structures. We consider these factors important since they permit us to
better project capital needs and growth trends that support our assertions of
profitability and cash flow. Analysis of these trends indicates that we are
having increasing success from our direct sales staff, which with that success
is likely to translate into increasing revenue and an increasing bottom line
should overhead trends remain consistent with historical patterns. We expect
overhead to remain relatively flat, except for incremental increases in sales
and marketing costs associated and in proportion to revenue growth. We see
increasing demand for audio conferencing and Web conferencing usage in the
business, education and government sectors alike, and we expect these trends to
continue over the next three years.
The following table shows certain items from our income statement as a
percentage of total revenue:
THREE MONTHS THREE MONTHS SIX MONTHS SIX MONTHS
ENDED ENDED ENDED ENDED
SEPTEMBER 30, 2007 SEPTEMBER 30, 2006 SEPTEMBER 30, 2007 SEPTEMBER 30, 2006
-------------------------------------------------------------------------------------
Revenues % % % %
Software licenses ................... $ 1,218 31 $ 916 27 $ 2,370 30 $ 2,150 30
Subscription licenses ............... 670 17 533 15 1,388 17 1,032 15
Audio services ...................... 1,317 34 1,308 38 2,923 36 2,577 37
Maintenance and professional services 699 18 694 20 1,347 17 1,297 18
-------------------------------------------------------------------------------------
Total revenues .................. 3,904 100 3,451 100 8,028 100 7,056 100
-------------------------------------------------------------------------------------
Cost of revenues
Software licenses ................... -- -- 36 1 67 1 81 1
Subscription licenses ............... 90 2 81 2 200 2 150 2
Audio services ...................... 898 24 786 23 1,790 23 1,693 24
Maintenance and professional services 208 5 230 7 392 5 400 6
Amortization technology ............. 52 1 67 2 97 1 134 2
-------------------------------------------------------------------------------------
Total cost of revenues .......... 1,248 32 1,200 35 2,546 32 2,458 35
-------------------------------------------------------------------------------------
Gross profit
Software License .................... 1,218 31 880 26 2,303 29 2,069 29
Subscription licenses ............... 558 14 452 13 1,166 14 882 12
Audio services ...................... 379 11 522 15 1,155 14 884 13
Maintenance and professional services 441 13 464 13 955 12 897 13
Amortization of technology .......... (52) (1) (67) (2) (97) (1) (134) (2)
-------------------------------------------------------------------------------------
Total gross profit .............. 2,656 68 2,251 65 5,482 68 4,598 65
-------------------------------------------------------------------------------------
Operating expenses
Research and development ............ 566 15 294 9 951 12 598 9
Sales and marketing ................. 1,370 36 756 22 2,622 32 1,614 23
General and administrative .......... 599 15 662 19 1,311 17 1,296 18
-------------------------------------------------------------------------------------
Total operating expenses ......... 2,535 66 1,712 50 4,884 61 3,508 50
-------------------------------------------------------------------------------------
Income from operations ................. $ 121 3 $ 539 16 $ 598 7 $ 1,090 15
-------------------------------------------------------------------------------------
RESULTS OF OPERATIONS
The operations of our company involve many risks, which, even through a
combination of experience, knowledge, and careful evaluation, may not be
overcome. Please read also the section entitled "Risk Factors."
REVENUES
Total revenues generated from continuing operations for the three months
ended September 30, 2007 and 2006 were $3.9 million and $3.5million,
respectively, an increase of $453,000 or 13%. Software license revenues
increased $302,000 or 33% from $916,000 in the three months ended September 30,
2006 to $1.2 million in the three months ended September 30, 2007. The increase
was the result of an increase in both direct sales and indirect sales by
partners. Subscription licenses and audio services revenues increased $146,000
or 8% from $1.8 million in the quarter ended September 30, 2006 to $2.0 million
in the quarter ended September 30, 2007, as the result of increased
subscriptions of $92,000 and an increase in hosting revenues of $45,000, which
21
are driven by increases in license sales year on year and sustaining the
customer base. In addition, audio conferencing per minute revenue increased by
$9,000. We expect audio conferencing revenue to rise and this smaller than
anticipated increase was due mostly to the customer audio usage mix. Maintenance
and professional services revenues increased slightly by $5,000 or less than 1%
from $694,000 in the three months ended September 30, 2006 to $699,000 in the
three months ended September 30, 2007, as the result of an increase in
maintenance fees of $102,000 from renewals as the customer base continues to
grow. The increases were partially offset by a decrease in our custom content
revenues of $49,000. Declines in custom content revenue are a part of our
transition from this legacy business, and will not be a meaningful component of
revenue. For the three months ended September 30, 2007, software license
revenues were 31% of total revenues, subscription licenses and audio services
revenues were 51% of total revenues and maintenance and professional services
revenues were 18% of total revenues, as compared to 27%, 53% and 20%,
respectively, for the three months ended September 30, 2006.
Total revenues generated from continuing operations for the six months
ended September 30, 2007 and 2006 were $8.0 million and $7.1 million,
respectively, an increase of $972,000 or 14%. Software license revenues
increased $220,000 or 10% from $2.2 million in the six months ended September
30, 2006 to $2.4 million in the six months ended September 30, 2007. The
increase was the result of an increase direct sales and partner sales.
Subscription licenses and audio services revenues increased $702,000 or 19% from
$3.6 million in the six months ended September 30, 2006 to $4.3 million in the
six months ended September 30, 2007, as the result of increased audio per minute
revenue of $342,000, an increase in hosting revenues of $83,000, which are
driven by increases in license sales year on year and sustaining the customer
base and an increase in subscription services of $279,000. Maintenance and
professional services revenues increased by $50,000 or 4% from $1.3 million in
the six months ended September 30, 2006 to $1.3 million in the six months ended
September 30, 2007, as the result of an increase in maintenance fees of $157,000
from renewals as the customer base continues to grow. The increases were
partially offset by a decrease in our custom content revenues of $93,000. For
the six months ended September 30, 2007, software license revenues were 30% of
total revenues, subscription licenses and audio services revenues were 53% of
total revenues and maintenance and professional services revenues were 17% of
total revenues, as compared to 30%, 52% and 18%, respectively, for the six
months ended September 30, 2006. We expect software license revenues and
indirect subscription license revenue to continue to become a larger percentage
of total revenues as total revenues increase given our focus on the Web
conferencing aspect of our business.
COST OF REVENUES
Cost of software license revenues is driven by royalty fees paid on certain
off-the-shelf products, if any, and sales rebates to distribution partners on
the sale of certain software products. Cost of software license revenues for the
three months ended September 30, 2007 and 2006 were $0 and $36,000,
respectively, a decrease of $36,000 or 100%.
Cost of software license revenues for the six months ended September 30,
2007 and 2006 were $67,000 and $81,000, respectively, a decrease of 14,000 or
17%. We expect the cost of software license revenues to remain a very small
percentage of total license revenue given the very high margin nature of our
software sales.
When reviewing our cost of subscription licenses and audio services
revenue, please recall that we use a fully allocated overhead method that
includes an allocation of salaries and allocable expenses resulting from the
delivery of our hosted Web conferencing services, together with all expenses
associated with the delivery of our audio conferencing services. Expenses
related to our audio conferencing services that are accrued as cost of revenues
include salaries and allocable expenses of our telephone operators, allocated
facilities costs, allocated technical support costs for support services,
together with all direct telecommunication expenses for long distance and local
dial tone connectivity, and finally allocable depreciation and amortization
expense related to our audio conferencing assets. Cost of subscription licenses
and audio services for the three months ended September 30, 2007 and 2006 were
$988,000 and $867,000, respectively, an increase of $121,000 or 14%. The
increase was primarily a result of an increase in telecommunications costs of
$136,000 which was partially offset by a decrease in salaries and benefits. In
July, 2007, we began outsourcing a portion of our audio conferencing services in
order to gain access to a larger bridge base and expand our international and
24x7 capabilities. This change caused an increase in telecommunications costs
that is commensurate with a reduction in employee expense in our audio division.
Cost of subscription licenses and audio services for the six months ended
September 30, 2007 and 2006 were $2.0 million and $1.8 million, respectively, an
increase of $147,000 or 8%. The increase was primarily a result of an increase
in telecommunications costs of $158,000 which was partially offset by a decrease
in depreciation expense as a result of the complete depreciation in May 2006 of
certain audio conferencing and computer equipment. Overall, we expect the dollar
cost of audio conferencing services to rise as audio conferencing revenues rise,
but at the same rate.
22
Cost of maintenance and professional services revenue includes an
allocation of technical support personnel and facilities costs allocable to
those services revenues consisting primarily of a portion of our facilities
costs, communications and depreciation expenses. However, by far the largest and
most variable component of the cost of maintenance and professional services
arises from the amount due to our third-party subcontractor which is a fixed
proportion of the custom content revenue earned. The cost of maintenance and
professional services for the three months ended September 30, 2007 and 2006 was
$208,000 and $230,000, respectively, a decrease of $22,000 or 10%. Cost of
maintenance was slightly higher as maintenance revenues continue to increase
period over period. The increase in cost of maintenance was offset by the
decrease in cost of sales related to custom content revenue, which is consistent
with the decrease in those revenues for the period.
The cost of maintenance and professional services for the six months ended
September 30, 2007 and 2006 was $392,000 and $400,000, respectively, a decrease
of $8,000 or 2%. Cost of maintenance was slightly higher as maintenance revenues
continue to increase period over period. The increase in cost of maintenance was
offset by the decrease in cost of sales related to custom content revenue, which
is consistent with the decrease in those revenues for the period. Cost of
maintenance and professional services revenue was approximately 5% of total
revenues in the six months ended September 30, 2007 and 6% in the six months
ended September 30, 2006. We expect that the increase in cost of maintenance and
professional services revenue will vary proportionately and directly with the
amount of professional services revenue earned in a quarter.
Amortization of technology consists of amortization of acquired software
technology and other assets acquired in the Mentergy, Glyphics and Quisic
acquisitions. In addition, it includes amortization of capitalized software
development costs. Amortization of technology for the three months ended
September 30, 2007 and 2006 was $52,000 and $67,000, respectively, a decrease of
$15,000 which is related to the full amortization in May 2007 of the software
technology from the Glyphics acquisition. The decrease related to the full
amortization of the Glyphics software is partially offset by amortization of
capitalized software development costs of $17,500 per month, or $52,500 per
quarter. We began amortizing the capitalized software development costs in July
2007.
Amortization of technology for the six months ended September 30, 2007 and
2006 was $97,000 and $134,000, respectively, a decrease of $37,000 which is
related to the full amortization in May 2007 of the software technology from the
Glyphics acquisition.
GROSS PROFIT
As a result of the foregoing, our gross profit (total revenues less total
cost of revenues) increased from $2.3 million for the three months ended
September 30, 2006 to $2.7 million for the three months ended September 30,
2007, an increase of $405,000 or 18%. For the six months ended September 30,
2007 gross profit was $5.5 million, an increase of $884,000 from the gross
profit of $4.6 million for the six months ended September 30, 2006. We expect to
see gross profit increase as revenues increase in dollar amount and as a
percentage as revenues rise since most of the cost of sales are either fixed
(amortization) or are associated only with audio conferencing and custom-content
revenue.
OPERATING EXPENSES
Total operating expenses consist of research and development expenses,
sales and marketing expenses and general and administrative expenses. We
incurred operating expenses of $2.5 million in the three months ended September
30, 2007, an increase of $823,000 or 48% from $1.7 million in the three months
ended September 30, 2006. This increase is due to increases in research and
development expense of $272,000 and in sales and marketing expenses of $614,000.
These increases were partially offset by a decrease in general and
administrative expenses of $63,000.
We incurred operating expenses of $4.9 million in the six months ended
September 30, 2007, an increase of $1.4 million or 39% from $3.5 million in the
six months ended September 30, 2006. This increase is due to increases in
research and development expense of $353,000, in sales and marketing expenses of
$1.0 million and in general and administrative expenses of $15,000.
Research and development expenses represent expenses incurred in connection
with the continued development and enhancement of our software products and new
versions of our software. Those costs consist primarily of salaries and
benefits, telecommunication allocations, rent allocations, computer equipment
allocations and allocated depreciation and amortization expense. Research and
development expenses for the three months ended September 30, 2007 and 2006 were
23
$566,000 and $294,000, respectively, an increase of $272,000 or 93%. During the
first quarter of fiscal 2007, we began capitalizing identified direct expenses
associated with a specific software development upon achieving technological
feasibility for version 9 of our Web conferencing software in accordance with
SFAS No. 86, ACCOUNTING FOR THE COSTS OF COMPUTER SOFTWARE TO BE SOLD, LEASED,
OR OTHERWISE MARKETED. We continued to capitalize those direct costs through
June 2007 when the new software product was released for distribution and sale
to our customers. We began amortizing these software development costs over a
three year period beginning in July 2007. As a result, salaries and benefits
expenses increased by $171,000 as the salary and benefit costs related to the 9
project were no longer being capitalized. An increase in headcount to support
our investment in innovation during the quarter also contributed to the increase
in salaries and benefits. Office expense also increased by $66,000 as a result
of an annual quality assurance service contract accounted for as a prepaid
asset, that began to be amortized in the fourth quarter of fiscal 2007, as well
as other new annual subscription software contracts during the period.
Research and development expenses for the six months ended September 30,
2007 and 2006 were $951,000 and $598,000, respectively, an increase of $353,000
or 59%. As a result of the conclusion of the version 9 project as described
above and due to increased headcount, salaries and benefits expenses increased
by $189,000. Office expense also increased by $124,000 as a result of an annual
quality assurance service contract accounted for as a prepaid asset, that began
to be amortized in the fourth quarter of fiscal 2007, as well as other new
annual subscription software contracts during the period. Taking into account
the release of version 9 in June and thus the completion of capitalizing those
particular software development costs and the increase in expense anticipated
from amortization of those costs in fiscal 2008, accompanied by an increase in
salary and benefit expense since a portion of that expense had been capitalized
in fiscal 2007, we expect cost of sales and research and development costs to
increase in fiscal 2008.
Sales and marketing expenses consist primarily of sales and marketing
salaries and benefits, and also include allocated travel and entertainment
costs, allocated advertising and other marketing expenses. Sales and marketing
expenses were $1.4 million and $756,000 for the three months ended September 30,
2007 and 2006, respectively, an increase of $614,000 or 81%. The increase was a
result of planned increases in expenses in advertising and marketing of $157,000
related to lead generation and marketing campaigns, in salaries expense of
$228,000 associated with increased headcount and compensation structure, in
professional services of $73,000 and in indirect commissions and rebates of
$132,000.
Sales and marketing expenses were $2.6 million and $1.6 million for the six
months ended September 30, 2007 and 2006, respectively, an increase of $1.0
million or 62%. The increase was a result of planned increases in expenses in
advertising and marketing of $336,000 related to lead generation and marketing
campaigns, in salaries expense of $404,000 associated with increased headcount
and compensation structure, in professional services of $85,000 and in indirect
commissions and rebates of $151,000. We expect sales and marketing expenses to
increase in amount as revenues increase, but expect the percentage of sales and
marketing expenses incurred in relation to total revenue to remain consistent.
General and administrative expenses consist of company-wide expenses that
are not directly related to research and development or sales and marketing
activities, with the bulk of those general and administrative expenses comprised
of salaries, rent and the costs directly associated with being a public company,
including accounting costs, legal costs and fees. During the three months ended
September 30, 2007 and 2006, general and administrative expenses from continuing
operations were $599,000 and $662,000, respectively, a decrease of $63,000 or
10%. The decrease was a result of decreased salaries and benefits of $28,000, a
decrease in other taxes of $44,000, a decrease in bad debt expense of $15,000, a
decrease in insurance expense of $12,000 and a decrease in telecommunications
expenses of $7,000. The increase is partially offset by increased office
expenses of $23,000 resulting from investments in annual software subscriptions
for a new accounting general ledger package, an equity administration package
and a human resources package, originally recorded as prepaid assets and
amortized to office expense, as well as investor relations fees and accounting
fees.
During the six months ended September 30, 2007 and 2006, general and
administrative expenses from continuing operations were $1.3 million and $1.3
million, respectively, an increase of $15,000 or 1%. The increase is a result of
increased office expenses of $69,000 resulting from investments in annual
software subscriptions for a new accounting general ledger package, an equity
administration package and a human resources package, originally recorded as
prepaid assets and amortized to office expense, as well as increased board and
investor relations fees, increased professional services and increased legal
fees. The increase was partially offset by a decrease in other taxes of $19,000,
a decrease in bad debt expense of $52,000, a decrease in insurance expense of
$31,000, as well as a decrease in accounting fees and a decrease in
telecommunications expenses.
24
INCOME FROM OPERATIONS
For the three months ended September 30, 2007, we reported income from
operations of $121,000 as compared to income from operations of $539,000 for the
three months ended September 30, 2006, a decrease of $418,000, or 78%. For the
six months ended September 30, 2007, we reported income from operations of
$598,000 as compared to income from operations of $1.1 million for the six
months ended September 30, 2006, a decrease of $492,000, or 45%. We expect to
increase earnings from operations in fiscal 2008 by increasing revenues at a
faster rate than our increases in expenses.
INTEREST EXPENSE
Interest expense from continuing operations paid on outstanding debt
instruments for the three months ended September 30, 2007 and September 30, 2006
was $263,000 and $246,000, respectively, an increase of $17,000 or 7%. This
increase resulted from an increase in the interest rate payable on our Senior
Notes due 2010 ("Senior Notes") from 10% to 12% beginning in January 2007.
Non-cash interest expense, arising from the beneficial conversion feature of our
debt, for the three months ended September 30, 2007 and September 30, 2006 was
$81,000 and $151,000, respectively, a decrease of $70,000 or 46%. This decrease
resulted from an acceleration of the beneficial conversion feature in the third
quarter of fiscal 2007 based on the extension of the Senior Notes being
accounted for as a debt extinguishment.
Interest expense from continuing operations paid on outstanding debt
instruments for the six months ended September 30, 2007 and September 30, 2006
was $533,000 and $497,000, respectively, an increase of $36,000 or 7%. This
increase resulted from an increase in the interest rate payable on our senior
unsecured notes due 2010 from 10% to 12% beginning in January 2007. Non-cash
interest expense, arising from the beneficial conversion feature of our debt,
for the six months ended September 30, 2007 and September 30, 2006 was $162,000
and $301,000, respectively, a decrease of $139,000 or 46%. This decrease
resulted from an acceleration of the beneficial conversion feature in the third
quarter of fiscal 2007 based on the extension of the Senior Notes being
accounted for as a debt extinguishment.
We expect interest expense from continuing operations to increase slightly
in fiscal 2008 as the result of the increased interest rate accruing on our
Senior Notes due 2010 from 10% to 12% per annum (which began in January 2007) in
connection with the agreement of the holders of those Senior Notes to extend the
Senior Notes' maturity from July 15, 2007 to July 15, 2010. We expect non-cash
interest expense resulting from the beneficial conversion feature of our debt to
remain consistent in fiscal 2008, because the amortization is straight-line.
However, should there be any debt conversions in fiscal 2008, the interest will
increase in order to accelerate the beneficial conversion feature related to the
proportion of debt converted.
INCOME TAX EXPENSE
We recorded tax expense of $22,000 and $43,000 for the three and six months
ended September 30, 2007, respectively. The expense resulted from the
recognition of the deferred income tax liability related to the tax deductible
goodwill recognized on the Company's purchase of Quisic and LearnLinc in prior
periods. We have recorded a valuation allowance for our deferred tax assets due
to the lack of profitable operating history. Based on the financial results for
the year ending March 31, 2007, we have exhibited the ability to produce a
taxable income. As a result, we will continue to analyze the deferred tax asset
and the valuation allowance associated with that deferred tax asset. We believe
that we will begin to recognize a portion of that deferred tax asset as we
continue to earn taxable income with recognition likely in this fiscal year. In
the event that we determine that we would be able to realize our deferred tax
assets in the future, an adjustment to the deferred tax asset would increase net
income through a tax benefit in the period such a determination was made that we
have met the more likely than not threshold for such recognition.
We recorded no tax expense for the three and six months ended September 30,
2006 because we had net operating loss carry-forwards to reduce taxable income.
LIQUIDITY AND CAPITAL RESOURCES
Historically, we have generated cash from capital raising activities and
from cash flow from operations to fund our operations. In June 2006 we raised
$2.0 million of gross proceeds in a private placement of our common stock. At
September 30, 2007, we had a working capital surplus of $856,000 compared to a
working capital surplus of $912,000 at March 31, 2007. Total current assets were
$5.0 million at September 30, 2007 compared to $4.9 million at March 31, 2007.
The increase in total current assets was due to an increase of approximately
$193,000 in accounts receivable which resulted from increased levels of sales.
25
In addition, cash and cash equivalents increased by $64,000. Our accounts
receivable, net of allowance for doubtful accounts were $2.70 million and $2.5
million at September 30, 2007 and March 31, 2007, respectively. The increase in
receivables is consistent with an increase in revenues quarter on quarter. The
aging and assessed collectability of receivables has remained consistent at
September 30, 2007 when compared to March 31, 2007. Total current liabilities
were $4.2 million at September 30, 2007 compared to $4.0 million at March 31,
2007. Contributing to the increase in current liabilities was a $82,000 increase
in deferred revenue from $1.5 million at March 31, 2007 to $1.6 million at
September 30, 2007 as the result of increased license sales and renewals based
on sustaining our customer base. Accounts payable trade increased by $347,000
from $1.2 million at March 31, 2007 to $1.5 million at September 30, 2007, which
is consistent with the increase in operating expenses for the period and the
timing of payment of those expenses. Accrued liabilities decreased by $207,000
from $1.1 million at March 31, 2007 to $912,000 at September 30, 2007, primarily
as a result of amounts payable to third party providers and subcontractors
decreasing by $128,000.
CONTRACTUAL OBLIGATIONS
The following schedule details all of our indebtedness and the required
payments related to such obligations at September 30, 2007 (IN THOUSANDS):
DUE IN
DUE IN YEARS
LESS THAN DUE IN DUE IN YEAR FOUR AND DUE AFTER
TOTAL ONE YEAR YEAR TWO THREE FIVE FIVE YEARS
---------- ---------- ---------- ---------- ---------- ----------
Long term debt* .................. $ 8,459 $ 95 $ 75 $ 3,045 $ 5,244 $ --
Capital lease obligations* ....... 352 92 103 85 72 --
Interest expense ................. 3,903 1,033 1,013 920 937 --
Operating lease obligations ...... 1,732 457 394 363 518 --
Base salary commitments
under employment agreements ... 950 535 415 -- -- --
Other ............................ 38 38
---------- ---------- ---------- ---------- ---------- ----------
Total contractual obligations .... $ 15,435 $ 2250 $ 2,000 $ 4,413 $ 6,771 $ --
========== ========== ========== ========== ========== ==========
*Excludes interest.
We plan to continue to focus on managing overhead while increasing revenue
in an effort to maintain modest profitability (or modest loss) and importantly
sustain positive cash flow. We believe that we will have sufficient working
capital and liquidity to meet our operating needs, and to satisfy our
contractual obligations in the next 12 months without the need to raise
additional capital.
RESULTS OF DISCONTINUED OPERATIONS
Effective January 1, 2004, we discontinued our legacy practice management
services segment. Results of operations from this segment are presented as
discontinued for the three months and six months ended September 30, 2007 and
2006 in accordance with SFAS 146, ACCOUNTING FOR COSTS ASSOCIATED WITH EXIT OF
DISPOSAL ACTIVITIES. Income from discontinued operations was $0 and $10,000 for
the six months ended September 30, 2007 and 2006, respectively. We do not expect
to recognize further income or incur further expenses related to our
discontinued operations.
CASH FLOWS
Cash provided by operating activities was $596,000 for the six months ended
September 30, 2007 and cash used in operating activities was $16,000 for the six
months ended September 30, 2006. In the six months ended September 30, 2007,
cash provided by operating activities was primarily attributable to non-cash
expenses of depreciation and amortization of $395,000, non-cash accretion of
debt discount to interest expense of $101,000, non-cash stock option expense of
$95,000, non-cash warrant expense of $21,000, provision for bad debts of
$18,000, a decrease in prepaid expenses and other current assets of $71,000,
deferred income tax expense of $43,000, an increase in accounts payable and
accrued expenses of $142,000 and an increase of $86,000 in deferred revenue.
These items were offset by increases in accounts receivable of $215,000 and a
loss from continuing operations of $161,000.
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Cash used in operating activities from continuing operations was $16,000
during the six months ended September 30, 2006. Cash used in operating
activities for the six months ending September 30, 2006 was primarily
attributable to decreases in accounts payable and accrued expenses of $750,000,
increases in accounts receivable of $418,000 and increases in prepaid expenses
of $118,000. These items were partially offset by net income from continuing
operation of $280,000, increases in deferred revenue of $81,000 and non-cash
expenses and revenues of $911,000.
CASH FLOWS FROM INVESTING ACTIVITIES
Cash used in investing activities was $374,000, and $1.6 million in the six
months ended September 30, 2007 and 2006, respectively. Cash used in investing
activities during the six months ended September 30, 2007 was primarily due to
$112,000 in capital expenditures, $264,000 in capitalized software development
costs and $12,000 in investments in certificates of deposit. These items were
partially offset by a $14,000 repayment of a note receivable.
Cash used in investing activities during the six months ended September 30,
2006 was primarily due to investments of $1.0 million in certificates of
deposit, capital expenditures of $359,000 and capitalized software development
costs of $194,000.
CASH PROVIDED BY FINANCING ACTIVITIES
Cash used in financing activities was $158,000 during the six months ended
September 30, 2007. Cash provided by financing activities was $1.6 million
during the six months ended September 30, 2006. Cash used in financing
activities in the six months ended September 30, 2007 was attributable to
payment of Series A and B preferred stock dividends of $70,000, repayment of
long-term debt of $83,000 and repayment of capital lease liabilities of $24,000.
These items were partially offset by proceeds from the exercise of stock options
of $19,000.
Cash provided by financing activities for the six months ended September
30, 2006 was attributable to $2.0 million in gross proceeds from the issuance of
common stock in a private placement and additional proceeds from the exercise of
stock options of $3,000, partially offset by stock issuance expenses of
$190,000, repayment of $183,000 in long-term debt and capital leases and payment
of $78,000 in preferred dividends.
OUTSTANDING INDEBTEDNESS AND PREFERRED STOCK
We currently have outstanding unsecured subordinated convertible notes with
a principal balance of $5.1 million due March 29, 2012, Senior Notes with a
principal balance of $2.96 million due July 15, 2010, 105,000 issued and
outstanding shares of Series A Convertible Preferred Stock and 59,500 issued and
outstanding shares of Series B Convertible Preferred Stock. All of the foregoing
securities were issued in connection with the Company's capital raising
activities. A detailed discussion of the terms of these securities and the
impact of issuance of and certain events surrounding these securities on our
financial statements follows.
Outstanding Indebtedness
In March 2002, we completed a private placement offering (the "Convertible
Note Offering") that provided proceeds of $5.75 million that was used to
extinguish an existing line of credit. Under the terms of the Convertible Note
Offering, we issued unsecured subordinated convertible notes (the "Convertible
Notes"). The Convertible Notes bear interest at the rate of 12% per annum and
require quarterly interest payments, with the principal due at maturity on March
29, 2012. The holders of the Convertible Notes may convert the principal into
shares of our common stock at the fixed price of $1.00 per share. We may force
redemption by conversion of the principal into common stock at the fixed
conversion price, if at any time the 20 trading day average closing price of our
common stock exceeds $3.00 per share. These notes are subordinated to any
present or future senior indebtedness. As a part of the Convertible Note
Offering we also issued warrants to purchase 5,775,000 shares of our common
stock, but those warrants expired on March 29, 2005 without exercise. The fair
value of the warrants was estimated using the Black-Scholes pricing model and a
discount to the Convertible Notes of $1,132,000 was recorded using this value,
which is being amortized to interest expense over the 10-year term of the
Convertible Notes. As the carrying value of the notes is less than the
conversion value, a beneficial conversion feature of $1,132,000 was calculated
and recorded as an additional discount to the notes and is being amortized to
interest expense over the ten year term of the Convertible Notes. Upon
conversion, any remaining discount and beneficial conversion feature will be
expensed in full at the time of conversion. During fiscal years 2004, 2005 and
2006, holders with a principal balance totaling $675,000 converted their notes
into 2,121,088 shares of our common stock at prices from $0.25 to $0.30 per
share. No conversion of debt or acceleration of amortization of costs occurred
during the year ended March 31, 2007 or for the six months ended September 30,
2007.
27
In April of 2004, we completed a private placement offering of unsecured
senior notes (the "2004 Senior Note Offering") that provided gross proceeds of
$4.25 million. Under the terms of the 2004 Senior Note Offering, we issued
$3,187,000 in unsecured senior notes and 1,634,550 shares of our common stock.
The senior notes originally bore an interest rate of 10% per annum and accrued
interest is due and payable on a quarterly basis, with principal due at maturity
on July 15, 2007. The senior notes are redeemable by us at 100% of the principal
value at any time. The notes and common stock were originally issued with a debt
discount of $768,000. The fair value of the warrants was estimated and used to
calculate a discount of $119,000 of which $68,000 was allocated to the notes and
$51,000 was allocated to equity. The total discount allocated to the notes of
$836,000 is being amortized as a component of interest expense over the original
term of the notes which was thirty-nine months. The senior notes are unsecured
obligations of our company but are senior in right of payment to all existing
and future indebtedness of our company. The common stock issued in the 2004
Senior Note Offering was registered with the SEC pursuant to a resale prospectus
dated August 2, 2005. Effective August 1, 2005, holders with a principal balance
and accrued interest totaling $225,800 converted their senior notes and accrued
interest into 903,205 shares of our common stock at a price of $0.25 per share.
No conversion of debt to equity or acceleration of amortization of costs related
to such conversions occurred during the year ended March 31, 2007. In December,
2006, we negotiated a modification of the terms of the senior notes to extend
the maturity date to July 15, 2010. In exchange for the three year extension,
the interest rate increased to 12% per annum effective on January 16, 2007. All
other terms and provisions of the senior notes remained unchanged. The direct
expenses of the note amendment was $101,000 and the estimated fair value of the
warrant issued to the placement agent of $42,000 were recorded as a deferred
offering cost and both are being amortized as a component of interest expense
over the remaining term of the senior notes.
Preferred Stock
On September 16, 2003, we completed our private placement of Series A
convertible preferred stock with detachable warrants to purchase 750,000 shares
of common stock, providing $1,500,000 in gross proceeds. We originally issued
150,000 shares of Series A Preferred Stock that converts to 3,000,000 shares of
common stock, if all converted. The warrants were immediately exercisable at a
price of $1.50 per share and expired on September 16, 2006. We pay an 8%
dividend to holders of the Series A Preferred Stock, and the dividend is
cumulative. The Series A Preferred Stock is non-voting and non-participating.
The shares of Series A Preferred Stock will not be registered under the
Securities Act of 1933, as amended, and were offered in a private placement
providing exemption from registration. The cash proceeds of the private
placement of Series A Preferred Stock were allocated pro-rata between the
relative fair values of the Series A Preferred Stock and warrants at issuance
using the Black-Scholes valuation model for valuing the warrants. The aggregate
value of the warrants and the beneficial conversion discount of $247,000 were
considered a deemed dividend in the calculation of loss per share. During fiscal
year 2005 and 2006, holders of 35,000 shares converted to 700,000 shares of
common stock. During the quarter ended September 30, 2007, holders of 10,000
shares converted to 200,000 shares of common stock. The underlying common stock
that would be issued upon conversion of the preferred stock and upon exercise of
the associated warrants has been registered with the SEC and may be sold
pursuant to a resale prospectus.
On September 30, 2005, we completed our private placement of Series B
convertible preferred stock, with detachable warrants. We originally issued
70,000 shares of Series B Preferred Stock that converts to 2,800,000 shares of
common stock, if all converted and warrants to purchase 700,000 shares of common
stock. The Series B Preferred Stock bears an 8% dividend. The dividend is
cumulative and the Series B Preferred Stock is non-voting and non-participating.
The shares of Series B Preferred Stock will not be registered under the
Securities Act of 1933, as amended, and were offered in a private placement
providing exemption from registration. The Warrants that are exercisable at an
exercise price equal to $0.50 per share expire on September 30, 2008. The
aggregate value of the warrants of $55,000 is considered a deemed dividend in
the calculation of earnings/loss per share. During the 2007 fiscal year, holders
of 10,500 shares of Series B Preferred Stock converted those shares into 420,000
shares of our common stock. The underlying common stock that would be issued
upon conversion of the preferred stock and upon exercise of the associated
warrants has been registered with the SEC and may be sold pursuant to a resale
prospectus.
On June 9, 2006, we completed a private placement of 5,405,405
unregistered, restricted shares of common stock providing $2.0 million in gross
cash proceeds. We have used the proceeds for working capital and general
corporate purposes. We paid our placement agent an underwriting commission of
$185,000 of which $25,000 was recorded as deferred offering costs, and incurred
28
additional offering expenses of approximately $103,000. Pursuant to the
registration rights agreement between the parties, we filed a Registration
Statement on Form S-3 to enable the resale of the shares by the investors which
was declared effective on September 29, 2006.
OFF BALANCE SHEET TRANSACTIONS
There are no off-balance sheet transactions, arrangements, obligations
(including contingent obligations) or other relationships of our company with
unsolicited entities or other persons that have or may have a material effect on
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources of our company.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these consolidated financial
statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenues and expenses
and related disclosure of contingent assets and liabilities. The more
significant areas requiring use of estimates relate to revenue recognition,
accounts receivable and notes receivable valuation reserves, realizability of
intangible assets, realizability of deferred income tax assets and the
evaluation of contingencies and litigation. Management bases its estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances. The results of such estimates form the basis
for making judgments about the carrying values of assets and liabilities that
are not readily apparent from other sources. Actual results may materially
differ from these estimates under different assumptions or conditions.
We consider an accounting policy to be critical if it requires an
accounting estimate that requires us to make assumptions about matters that are
highly uncertain at the time the accounting estimate is made. In addition,
different estimates that we reasonably could have used for the accounting
estimate in the current period, or changes in the accounting estimate that are
reasonably likely to occur from period to period would have a material impact on
the presentation of our financial condition, changes in financial condition or
results of operations. We believe there are a number of accounting policies that
are critical to understanding our historical and future performance. The
critical accounting policies include revenue recognition, sales reserves,
allowance for doubtful accounts, software development costs, intangible assets,
income taxes and stock-based compensation.
Our critical accounting policies and estimates are included in our annual
report on Form 10-K for the year ended March 31, 2007 as filed with the SEC.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The following discusses our exposure to market risk related to changes in
interest rates, equity prices and foreign currency exchange rates. Market risk
generally represents the risk of loss that may result from the potential change
in the value of a financial instrument as a result of fluctuations in interest
rates and market prices. We have not traded or otherwise bought and sold
derivatives nor do we expect to in the future. We also do not invest in market
risk sensitive instruments for trading purposes.
We provide our products and services to customers in the United States,
Europe and elsewhere throughout the world. Sales are predominately made in U.S.
Dollars, however, we have sold products that were payable in Euros and Canadian
Dollars. A strengthening of the U.S. Dollar could make our products and services
less competitive in foreign markets.
The primary objective of our investment activity is to preserve principal
while at the same time maximizing yields without significantly increasing risk.
To achieve this objective, we maintain our portfolio of cash equivalents in a
variety of money market funds.
As of September 30, 2007, the carrying value of our outstanding convertible
redeemable subordinated notes and unsecured senior notes was approximately $8.1
million at a fixed interest rate of 12%. In certain circumstances, we may redeem
this long-term debt. Our other components of indebtedness of $397,000 bear
interest rates of 6% to 10.25%. Increases in interest rates could increase the
interest expense associated with future borrowings, if any. We do not hedge
against interest rate increases.
29
ITEM 4. CONTROLS AND PROCEDURES
We evaluated the design and operation of our disclosure controls and
procedures to determine whether they are effective in ensuring that we disclose
the required information in a timely manner and in accordance with the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules
and forms of the Securities and Exchange Commission. Management, including its
principal executive officer and principal financial officer, supervised and
participated in the evaluation. The principal executive officer and principal
financial officer concluded, based on their review, that our disclosure controls
and procedures, as defined by Exchange Act Rules 13a-15(e) and 15d-15(e), are
effective and ensure that (i) we disclose the required information in reports
that we file under the Exchange Act and that the filings are recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms and (ii) information required
to be disclosed in reports that we file under the Exchange Act is accumulated
and communicated to our management, including its principal executive officer
and principal financial officer, to allow timely decisions regarding required
disclosure.
During the six months ended September 30, 2007, no changes were made to our
internal controls over financial reporting that materially affected or were
reasonably likely to materially affect these controls subsequent to the date of
their evaluation.
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 1A. RISK FACTORS
You should carefully consider the risks described below. The risks and
uncertainties described below are not the only ones we face. If any of the
following risks actually occur, our business, financial condition or results of
operations could be materially and adversely affected. In that case, the trading
price of our common stock could be adversely affected.
WE FACE RISKS INHERENT IN INTERNET-RELATED BUSINESSES AND MAY BE UNSUCCESSFUL IN
ADDRESSING THESE RISKS.
We face risks frequently encountered by companies in new and rapidly
evolving markets such as Web conferencing and audio conferencing. We may fail to
adequately address these risks and, as a consequence, our business may suffer.
To address these risks among others, we must successfully introduce and attract
new customers to our products and services; successfully implement our sales and
marketing strategy to generate sufficient sales and revenues to sustain
operations; foster existing relationships with our customers to provide for
continued or recurring business and cash flow; and successfully address and
establish new products and technologies as new markets develop. We may not be
able to sufficiently address and overcome risks inherent in our business
strategy.
OUR QUARTERLY OPERATING RESULTS ARE UNCERTAIN AND MAY FLUCTUATE SIGNIFICANTLY.
Our operating results have varied significantly from quarter to quarter and
are likely to continue to fluctuate as a result of a variety of factors, many of
which we cannot control. Factors that may adversely affect our quarterly
operating results include: the dependence upon software purchase license sales
as opposed to the more ratable subscription model, the size and timing of
product orders; the mix of revenue from custom services and software products;
the market acceptance of our products and services; our ability to develop and
market new products in a timely manner; the timing of revenues and expenses
relating to our product sales; and revenue recognition rules. Expense levels are
based, in part, on expectations as to future revenue and to a large extent are
fixed in the short term. To the extent we are unable to predict future revenue
accurately, we may be unable to adjust spending in a timely manner to compensate
for any unexpected revenue shortfall.
WE HAVE LIMITED FINANCIAL RESOURCES.
We have limited financial resources at our disposal. We have long-term
obligations that are due in 2010 and 2012 that we may not be able to satisfy
from existing working capital. If we are unable to remain profitable, we will
30
face increasing demands for capital. We may not be successful in raising
additional debt or equity capital. As a result, we may not have sufficient
financial resources to satisfy our obligations as they come due in the short
term.
DILUTION TO EXISTING STOCKHOLDERS WILL OCCUR UPON ISSUANCE OF SHARES WE HAVE
RESERVED FOR FUTURE ISSUANCE.
On September 30, 2007, 33,834,693 shares of our common stock were issued
and outstanding, net of treasury shares. An additional 15,831,499 shares of our
common stock were reserved for issuance that would be issued as the result of
the exercise of warrants or the conversion of convertible notes and/or
convertible preferred stock. The issuance of these additional shares will reduce
the percentage ownership of our existing stockholders. The existence of these
reserved shares coupled with other factors, such as the relatively small public
float, could adversely affect prevailing market prices for our common stock and
our ability to raise capital through an offering of equity securities.
THE LOSS OF THE SERVICES OF OUR SENIOR EXECUTIVES AND KEY PERSONNEL WOULD LIKELY
CAUSE OUR BUSINESS TO SUFFER.
Our success depends to a significant degree on the performance of our
senior management team. The loss of any of these individuals could harm our
business. We do not maintain key person life insurance for any officers or key
employees other than on the life of James M. Powers, Jr., our Chairman,
President and CEO, with that policy providing a death benefit to the Company of
$1.0 million. Our success also depends on the ability to attract, integrate,
motivate and retain additional highly skilled technical, sales and marketing and
professional services personnel. To the extent we are unable to attract and
retain a sufficient number of additional skilled personnel, our business will
suffer.
OUR INTELLECTUAL PROPERTY MAY BECOME SUBJECT TO LEGAL CHALLENGES, UNAUTHORIZED
USE OR INFRINGEMENT, ANY OF WHICH COULD DIMINISH THE VALUE OF OUR PRODUCTS AND
SERVICES.
Our success depends in large part on our proprietary technology. If we fail
to successfully enforce our intellectual property rights, the value of these
rights, and consequently, the value of our products and services to our
customers, could diminish substantially. It may be possible for third parties to
copy or otherwise obtain and use our intellectual property or trade secrets
without our authorization, and it may also be possible for third parties to
independently develop substantially equivalent intellectual property. Currently,
we do not have patent protection in place related to our products and services.
Litigation may be necessary in the future to enforce our intellectual property
rights, to protect trade secrets or to determine the validity and scope of the
proprietary rights of others. While we have not received any notice of any claim
of infringement of any of our intellectual property, from time to time we may
receive notice of claims of infringement of other parties' proprietary rights.
Such claims could result in costly litigation and could divert management and
technical resources. These types of claims could also delay product shipment or
require us to develop non-infringing technology or enter into royalty or
licensing agreements, which agreements, if required, may not be available on
reasonable terms, or at all.
COMPETITION IN THE WEB CONFERENCING AND AUDIO CONFERENCING SERVICES MARKET IS
INTENSE AND WE MAY BE UNABLE TO COMPETE SUCCESSFULLY.
The markets for Web conferencing and audio conferencing products and
services are relatively new, rapidly evolving and intensely competitive.
Competition in our market will continue to intensify and may force us to reduce
our prices, or cause us to experience reduced sales and margins, loss of market
share and reduced acceptance of our services. Many of our competitors have
larger and more established customer bases, longer operating histories, greater
name recognition, broader service offerings, more employees and significantly
greater financial, technical, marketing, public relations and distribution
resources than we do. We expect that we will face new competition as others
enter our market to develop Web conferencing and audio conferencing services.
These current and future competitors may also offer or develop products or
services that perform better than ours. In addition, acquisitions or strategic
partnerships involving our current and potential competitors could harm us in a
number of ways.
FUTURE REGULATIONS COULD BE ENACTED THAT EITHER DIRECTLY RESTRICT OUR BUSINESS
OR INDIRECTLY IMPACT OUR BUSINESS BY LIMITING THE GROWTH OF INTERNET-BASED
BUSINESS AND SERVICES.
As commercial use of the Internet increases, federal, state and foreign
agencies could enact laws or adopt regulations covering issues such as user
privacy, content and taxation of products and services. If enacted, such laws or
31
regulations could limit the market for our products and services. Although they
might not apply to our business directly, we expect that laws or rules
regulating personal and consumer information could indirectly affect our
business. It is possible that such legislation or regulation could expose us to
liability which could limit the growth of our Web conferencing and audio
conferencing products and services. Such legislation or regulation could dampen
the growth in overall Web conferencing usage and decrease the Internet's
acceptance as a medium of communications and commerce.
WE DEPEND LARGELY ON ONE-TIME SALES TO GROW REVENUES WHICH MAKE OUR REVENUES
DIFFICULT TO PREDICT.
While audio conferencing provides a more recurring revenue base, a high
percentage of our revenue is attributable to one-time purchases by our customers
rather than long-term, recurring, conferencing subscription type contracts. As a
result, our inability to continue to obtain new agreements and sales may result
in lower than expected revenue, and therefore, harm our ability to achieve or
sustain operations or profitability on a consistent basis, which could also
cause our stock price to decline. Further, because we face competition from
larger, better-capitalized companies, we could face increased downward pricing
pressure that could cause a decrease in our gross margins. Additionally, our
sales cycle varies depending on the size and type of customer considering a
purchase. Potential customers frequently need to obtain approvals from multiple
decision makers within their company and may evaluate competing products and
services before deciding to use our services. Our sales cycle, which can range
from several weeks to several months or more, combined with the license purchase
model makes it difficult to predict future quarterly revenues.
OUR OPERATING RESULTS MAY SUFFER IF WE FAIL TO DEVELOP AND FOSTER OUR VALUE
ADDED RESELLER OR DISTRIBUTION RELATIONSHIPS.
We have an existing channel and distribution network that provides growing
revenues and contributes to our high margin software sales. These distribution
partners are not obligated to distribute our services at any minimum level. As a
result, we cannot accurately predict the amount of revenue we will derive from
our distribution partners in the future. The inability or unwillingness of our
distribution partners to sell our products to their customers and increase their
distribution of our products could result in significant reductions in our
revenue, and therefore, harm our ability to achieve or sustain profitability on
a consistent basis.
SALES IN FOREIGN JURISDICTIONS BY OUR INTERNATIONAL DISTRIBUTOR NETWORK AND US
MAY RESULT IN UNANTICIPATED COSTS.
We have limited experience in international operations and may not be able
to compete effectively in international markets. We face certain risks inherent
in conducting business internationally, such as:
o our inability to establish and maintain effective distribution
channels and partners;
o the varying technology standards from country to country;
o our inability to effectively protect our intellectual property rights
or the code to our software;
o our inexperience with inconsistent regulations and unexpected changes
in regulatory requirements in foreign jurisdictions;
o language and cultural differences;
o fluctuations in currency exchange rates;
o our inability to effectively collect accounts receivable; or,
o our inability to manage sales and other taxes imposed by foreign
jurisdictions.
THE GROWTH OF OUR BUSINESS SUBSTANTIALLY DEPENDS ON OUR ABILITY TO SUCCESSFULLY
DEVELOP AND INTRODUCE NEW SERVICES AND FEATURES IN A TIMELY MANNER.
With our focus on our Web and audio conferencing products and services, our
growth depends on our ability to continue to develop new features, products and
services around that software and product line including the ability to operate
our software in non-Windows based operating systems (e.g., MAC and Linux). We
may not successfully identify, develop, and market new products and features in
a timely and cost-effective manner. If we fail to develop and maintain market
acceptance of our existing and new products to offset our continuing development
costs, then our net losses will increase and we may not be able to achieve or
sustain profitability on a consistent basis.
32
IF WE FAIL TO OFFER COMPETITIVE PRICING, WE MAY NOT BE ABLE TO ATTRACT AND
RETAIN CUSTOMERS.
Because the Web conferencing market is relatively new and still evolving,
the prices for these services are subject to rapid and frequent changes. In many
cases, businesses provide their services at significantly reduced rates, for
free or on a trial basis in order to win customers. Due to competitive factors
and the rapidly changing marketplace, we may be required to significantly reduce
our pricing structure, which would negatively affect our revenue, margins and
our ability to achieve or sustain profitability on a consistent basis. We have
an existing channel and distribution network that provides growing revenues and
contributes to our high margin software sales. These distribution partners are
not obligated to distribute our services at any particular minimum level. As a
result, we cannot accurately predict the amount of revenue we will derive from
our distribution partners in the future. The inability of our distribution
partners to sell our products to their customers and increase their distribution
of our products could result in significant reductions in our revenue, and,
therefore, harm our ability to achieve or sustain profitability on a consistent
basis.
IF WE ARE UNABLE TO COMPLETE OUR ASSESSMENT AS TO THE ADEQUACY OF OUR INTERNAL
CONTROLS OVER FINANCIAL REPORTING AS REQUIRED BY SECTION 404 OF THE
SARBANES-OXLEY ACT OF 2002, INVESTORS COULD LOSE CONFIDENCE IN THE RELIABILITY
OF OUR FINANCIAL STATEMENTS, WHICH COULD RESULT IN A DECREASE IN THE VALUE OF
OUR COMMON STOCK.
As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the
Securities and Exchange Commission adopted rules requiring non-accelerated
public companies to include in their annual reports on Form 10-K for fiscal
years ending after December 15, 2007 a report of management on their company's
internal control over financial reporting, including management's assessment of
the effectiveness of their company's internal control over financial reporting
as of the company's fiscal year end. In addition, the accounting firm auditing a
public company's financial statements must also attest to and report on
management's assessment of the effectiveness of the company's internal control
over financial reporting, as well as, the operating effectiveness of the
company's internal controls for fiscal years ending after December 15, 2008.
There is a risk that we may not comply with all of its requirements. If we do
not timely complete our assessment or if our accounting firm determines that our
internal controls are not designed or operating effectively as required by
Section 404, our accounting firm may either disclaim its opinion as it is
related to management's assessment of the effectiveness of its internal controls
or may issue a qualified opinion on the effectiveness of our internal controls.
If our accounting firm disclaims its opinion or qualifies its opinion as to the
effectiveness of our internal controls, then investors may lose confidence in
the reliability of our financial statements, which could cause the market price
of our common stock to decline.
WE MAY ACQUIRE OTHER BUSINESSES THAT COULD NEGATIVELY AFFECT OUR OPERATIONS AND
FINANCIAL RESULTS AND DILUTE EXISTING STOCKHOLDERS.
We may pursue additional business relationships through acquisitions which
may not be successful. We may have to devote substantial time and resources in
order to complete acquisitions and we therefore may not realize the benefits of
those acquisitions. Further, these potential acquisitions entail risks,
uncertainties and potential disruptions to our business. For example, we may not
be able to successfully integrate a company's operations, technologies, products
and services, information systems and personnel into our business. These risks
could harm our operating results and could adversely affect prevailing market
prices for our common stock.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 2007 annual meeting of stockholders of the Company was held on August
24, 2007 at 9:00 a.m., local time, at the Company's offices. The stockholders
elected Kent Petzold director with 23,353,433 voting for and 30,189 withheld.
Mr. Petzold was elected to serve a three year term as a Class C director. The
stockholders approved and ratified the appointment of Moss Adams LLP as the
Company's independent registered public accounting firm for the fiscal year
ended March 31, 2008 with 23,379,552 voting for, 1,837 voting against and 2,233
abstaining.
33
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
(A) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
3.1(1) Restated Certificate of Incorporation of the Company
3.2(1) Bylaws of the Company
3.3(2) Restated Certificate of Incorporation of the Company
3.4(2) Amendment of Bylaws of the Company
3.5(3) Restated Certificate of Incorporation of the Company
3.6(9) Certificate of Designations of Series A Preferred Stock
3.7(10) Certificate of Amendment of Restated Certificate of Incorporation
of the Company
3.8 Revised Certificate of Designations of Series B Preferred Stock
4.1(1) Form of certificate evidencing ownership of common stock of the
Company
4.6(2) Form of certificate evidencing ownership of common stock of the
Company
4.7(3) Form of Convertible Redeemable Subordinated Note
4.9(9) Form of Redeemable Warrant (2003 Private Placement Offering)
+*10.1 The Company's amended and restated stock compensation plan
*10.9(2) Employment Agreement dated November 12, 2000 between the Company
and James M. Powers, Jr.
*10.11(14) Employment Agreement dated February 15, 2001 between the Company
and James L. Dunn, Jr. with Amendments
10.17(7) Asset Purchase Agreement by and among the Company, and Mentergy,
Inc.
+10.18(15) Subcontractor Agreement between the Company and Interactive
Alchemy, Inc. with Amendments
10.20(12) Note Purchase Agreement dated February 12, 2004 between the Company
and certain creditors
10.21(12) Unit Purchase and Agency Agreement dated April 19, 2004 between the
Company and Cerberus Financial, Inc.
10.22(12) Placement Agency Agreement dated March 10, 2004 between the Company
and Peacock, Hislop, Staley, and Given, Inc.
10.23(11) Asset Purchase Agreement and Plan of Reorganization by and between
the Company and Glyphics Communications, Inc.
*10.24(13) Employment Agreement dated June 1, 2004 between the Company and
Gary L. Moulton, as amended
10.25(15) Securities Purchase Agreements effective June 9, 2006
10.26(15) Registration Rights Agreements effective June 9, 2006
10.27(16) Amendment to Unit Purchase and Agency Agreement
14.1(13) Code of Ethics
16(8) Letter re Change in Certifying Accountant
+31.1 Chief Executive Officer Section 302 Certification
+31.2 Principal Financial Officer Section 302 Certification
+32.1 Chief Executive Officer Section 906 Certification
+32.2 Principal Financial Officer Section 906 Certification
------------------------
(1) Previously filed as an exhibit to iLinc's Registration Statement on Form
S-1 (No. 333-37633), and incorporated herein by reference.
(2) Previously filed as an exhibit to iLinc's Annual Report on Form 10-K for
the year ended March 31, 2001.
(3) Previously filed as an exhibit to iLinc's Annual Report on Form 10-K for
the year ended March 31, 2002.
(4) Previously filed as an exhibit to iLinc's Form 8-K filed October 16, 2001.
(5) Previously filed as an exhibit to iLinc's Form 8-K filed January 30, 2002.
(6) Previously filed as an exhibit to iLinc's Form 8-K filed July 2, 2002.
(7) Previously filed as an exhibit to iLinc's Form 8-K filed December 20, 2002.
(8) Previously filed as an exhibit to iLinc's Form 8-K filed January 24, 2007.
34
(9) Previously filed as an exhibit to iLinc's Quarterly Report on Form 10-Q for
the fiscal quarter ended December 31, 2003.
(10) Previously filed as an exhibit to iLinc's Quarterly Report on Form 10-Q for
the fiscal quarter ended December 31, 2003.
(11) Previously filed as an exhibit to iLinc's Form 8-K filed June 14, 2004.
(12) Previously filed as an exhibit to iLinc's Annual Report on Form 10-K for
the year ended March 31, 2004.
(13) Previously filed as an exhibit to iLinc's Quarterly Report on Form 10-Q for
the fiscal quarter ended December 31, 2004.
(14) Previously filed as an exhibit to iLinc's Quarterly Report on Form 10-Q for
the fiscal quarter ended December 31, 2005.
(15) Previously filed as an exhibit to iLinc's Annual Report on Form 10-K for
the year ended March 31, 2006 and amendment furnished herewith.
(16) Previously filed as an exhibit to iLinc's Form 8-K filed December 12, 2006.
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit pursuant to the requirements of Item 15 of Form 10-K.
+ Furnished herewith as an Exhibit
35
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant, iLinc Communications, Inc., has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
ILINC COMMUNICATIONS, INC.
Dated: October 31, 2007
By: /s/ James M. Powers, Jr.
-----------------------------------------------
Chairman of the Board, President and Chief
Executive Officer
By: /s/ James L. Dunn, Jr.
-----------------------------------------------
Senior Vice President & Chief Financial Officer
36