-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RNTR/daHp2wZP7vP6BjMeX8Nf/TFzmnbPEJ8J7C+ZRNaqCr0ULfCyDJA1S4BFo/D sn3Nze/WaN6jDW+cuZfJbA== 0001019687-06-000357.txt : 20060214 0001019687-06-000357.hdr.sgml : 20060214 20060214154323 ACCESSION NUMBER: 0001019687-06-000357 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILINC COMMUNICATIONS INC CENTRAL INDEX KEY: 0001042291 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 760545043 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-13725 FILM NUMBER: 06614445 BUSINESS ADDRESS: STREET 1: 2999 NORTH 44TH STREET STREET 2: SUITE 650 CITY: PHOENIX STATE: AZ ZIP: 85018 BUSINESS PHONE: 6029521200 MAIL ADDRESS: STREET 1: 2999 N 44TH STREET STREET 2: SUITE 650 CITY: PHOENIX STATE: AZ ZIP: 85018 FORMER COMPANY: FORMER CONFORMED NAME: EDT LEARNING INC DATE OF NAME CHANGE: 20010814 FORMER COMPANY: FORMER CONFORMED NAME: E-DENTIST COM INC DATE OF NAME CHANGE: 20001114 FORMER COMPANY: FORMER CONFORMED NAME: PENTEGRA DENTAL GROUP INC DATE OF NAME CHANGE: 19970822 10-Q 1 ilinc_10q-123105.txt DECEMBER 2005 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. (20549) ______________ 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 DECEMBER 31, 2005 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 _____________ 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) ______________ 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 February 14, 2006 was 27,182,623 net of shares held in treasury. ================================================================================ FORM 10-Q REPORT INDEX PART I--FINANCIAL INFORMATION PAGE ---- Item 1--Unaudited Condensed Consolidated Financial Statements Unaudited Condensed Consolidated Balance Sheets as of December 31, 2005 and audited Balance Sheets as of March 31, 2005.... 4 Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended December 31, 2005 and 2004...5 Unaudited Condensed Consolidated Statement of Changes in Shareholders' Equity for the Nine Months Ended December 31, 2005........................................... 6 Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2005 and 2004............ 7 Notes to Unaudited Condensed Consolidated Financial Statements.................................................. 8 Item 2--Management's Discussion and Analysis of Financial Condition and Results of Operations..........................22 Item 3-- Quantitative and Qualitative Disclosures about Market Risk..40 Item 4--Controls and Procedures......................................40 PART II--OTHER INFORMATION Item 1--Legal Proceedings............................................41 Item 2--Change in Securities and Use of Proceeds.....................41 Item 3--Defaults of Senior Securities................................41 Item 4--Submission of Matters to a Vote of Security Holders..........41 Item 5--Other Information............................................41 Item 6--Exhibits.....................................................41 Signatures...........................................................44 Certifications.......................................................45 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; control our expenses; control changes in our customer base; control changes in our employee headcount; manage liquidity and capital resources; realize positive cash flow from operations; 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 other risks discussed herein (see Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations"). 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 Securities and Exchange Commission (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 either from the SEC at their Web site located at www.sec.gov, or through our Web site located at www.ilinc.com. iLinc, iLinc Communications, iLinc Suite, MeetingLinc, LearnLinc, ConferenceLinc, SupportLinc, iLinc On-Demand, EventPlus, WebPresenter, Glyphics, Quisic, iCanvas, and Thoughtware and their respective logos are the service marks, trademarks or registered trademarks of iLinc Communications, Inc. All other company names and products may be trademarks of the 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) DECEMBER 31, MARCH 31, 2005 2005 -------------- -------------- (UNAUDITED) (AUDITED) ASSETS Current assets: Cash and cash equivalents........................................................ $ 618 $ 532 Accounts receivable, net of allowance for doubtful accounts of $123 and $84, respectively.................................................................... 1,520 1,949 Note receivable.................................................................. 17 25 Prepaid and other current assets................................................. 187 69 -------------- -------------- Total current assets........................................................... 2,342 2,575 Property and equipment, net ........................................................ 566 1,221 Goodwill............................................................................ 11,086 10,797 Intangible assets, net.............................................................. 1,892 2,504 Other assets........................................................................ 12 18 Assets of discontinued operations................................................... -- 114 -------------- -------------- Total assets................................................................... $ 15,898 $ 17,229 ============== ============== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long term debt................................................ $ 670 $ 885 Accounts payable trade........................................................... 1,203 1,771 Accrued liabilities.............................................................. 2,324 2,960 Current portion of capital lease liabilities..................................... 118 196 Deferred revenue................................................................. 864 1,014 -------------- -------------- Total current liabilities...................................................... 5,179 6,826 Long term debt, less current maturities, net of discount of $1,604 and $2,120, respectively.................................................................. 6,468 6,702 Capital lease liabilities, less current maturities.................................. -- 31 -------------- -------------- Total liabilities.............................................................. 11,647 13,559 -------------- -------------- SHAREHOLDERS' EQUITY: Preferred stock, $.001 par value 10,000,000 shares authorized, Series A 127,500 shares issued and outstanding, liquidation preference of $1,275,000 and Series B, 70,000 shares issued and outstanding, liquidation preference of $700,000.... -- -- Common stock, $.001 par value 100,000,000 shares authorized, 28,615,035 and 25,577,287 issued, respectively................................................ 29 26 Additional paid-in capital....................................................... 44,098 42,175 Accumulated deficit.............................................................. (38,468) (37,123) Less: 1,432,412 treasury shares at cost......................................... (1,408) (1,408) -------------- -------------- Total shareholders' equity..................................................... 4,251 3,670 -------------- -------------- Total liabilities and shareholders' equity..................................... $ 15,898 $ 17,229 ============== ============== 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 NINE MONTHS ENDED DECEMBER 31, DECEMBER 31, ------------------------- ---------------------------- 2005 2004 2005 2004 --------- --------- --------- --------- Revenues Software Licenses ............................................ $ 850 $ 708 $ 2,123 $ 2,343 Software and audio services .................................. 1,747 1,330 5,158 3,461 Maintenance and professional services ........................ 677 530 1,671 1,469 --------- --------- --------- --------- Total revenues ........................................... 3,274 2,568 8,952 7,273 --------- --------- --------- --------- Cost of revenues Software Licenses ............................................ 40 67 72 146 Software and audio services .................................. 959 1,096 2,838 2,716 Maintenance and professional services ........................ 237 217 535 599 Amortization of acquired developed technology ................ 82 123 309 325 --------- --------- --------- --------- Total cost of revenues ................................... 1,318 1,503 3,754 3,786 --------- --------- --------- --------- Gross profit .................................................... 1,956 1,065 5,198 3,487 --------- --------- --------- --------- Operating expenses Research and development ..................................... 351 418 1,055 1,159 Sales and marketing .......................................... 701 893 2,255 3,174 General and administrative ................................... 485 501 1,615 2,121 --------- --------- --------- --------- Total operating expenses ................................. 1,537 1,812 4,925 6,454 --------- --------- --------- --------- Income/(loss) from operations .................................. 419 (747) 273 (2,967) Interest expense ............................................. (246) (263) (773) (849) Amortization of beneficial debt conversion ................... (213) (162) (705) (665) --------- --------- --------- --------- Total interest expense ................................... (459) (425) (1,478) (1,514) Debt conversion (expense) gain, net .......................... -- 13 (287) 35 Interest income and other .................................... 177 -- 171 29 Gain on sale of assets ....................................... -- -- 40 -- --------- --------- --------- --------- Income/(loss) from continuing operations before income taxes . 137 (1,159) (1,281) (4,417) Income taxes ................................................. -- -- -- -- --------- --------- --------- --------- Income/(loss) from continuing operations ........................ 137 (1,159) (1,281) (4,417) Income from discontinued operations ............................ 70 15 82 15 --------- --------- --------- --------- Net income/(loss) .............................................. $ 207 $ (1,144) $ (1,199) $ (4,402) Series A and B preferred stock dividends ....................... (40) (26) (91) (81) Imputed preferred stock dividends .............................. -- -- (55) -- --------- --------- --------- --------- Income/(loss) available to common shareholders ................. $ 167 $ (1,170) $ (1,345) $ (4,483) ========= ========= ========= ========= Income/(loss) per common share, basic and diluted From continuing operations ................................... $ 0.01 $ (0.05) $ (0.05) $ (0.20) From discontinued operations ................................. -- -- -- -- --------- --------- --------- --------- Net income/loss per common share ......................... $ 0.01 $ (0.05) $ (0.05) $ (0.20) ========= ========= ========= ========= Number of shares used in calculation of income/loss per share: Basic ....................................................... 27,114 24,146 25,705 22,858 ========= ========= ========= ========= Diluted ..................................................... 27,115 24,146 25,705 22,858 ========= ========= ========= ========= THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 5 ILINC COMMUNICATIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED) (IN THOUSANDS) CONVERTIBLE PREFERRED STOCK (SERIES A & B) COMMON STOCK ADDITIONAL TOTAL ---------------------- --------------------- PAID - IN ACCUMULATED TREASURY SHAREHOLDERS' SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT STOCK EQUITY --------- ---------- --------- --------- --------- --------- --------- --------- Balances, April 1, 2005 ..... 127 $ -- 25,577 $ 26 $ 42,175 $(37,123) $ (1,408) $ 3,670 Warrant grant ............... -- -- -- -- 6 -- -- 6 Series B preferred stock dividends ................... -- -- -- -- -- (13) -- (13) Vesting of restricted stock grant ................. -- -- -- -- 30 -- -- 30 Series A preferred stock dividends ................ -- -- -- -- -- (78) -- (78) Warrant exercise ............ -- -- 164 1 47 -- -- 48 Issuance of Series B preferred stock in private placement from debt conversion ........... 55 -- -- -- 550 -- -- 550 Issuance of Series B preferred stock in private placement ......... 15 -- -- -- 150 -- -- 150 Imputed preferred stock dividend .................... -- -- -- -- 55 (55) -- -- Conversion of 2002 convertible redeemable subordinated notes ........ -- -- 1,971 2 531 -- -- 533 Conversion expense associated with conversion of 2002 convertible redeemable subordinated notes to common stock .............. -- -- -- -- 338 -- -- 338 Conversion of 2004 senior unsecured promissory notes ..................... -- -- 903 -- 225 -- -- 225 Gain on conversion of 2004 senior unsecured promissory notes to common stock .............. -- -- -- -- (9) -- -- (9) Net loss .................... -- -- -- -- -- (1,199) -- (1,199) --------- ---------- --------- --------- --------- --------- --------- --------- Balances, December 31, 2005.. 197 $ -- 28,615 $ 29 $ 44,098 $(38,468) $(1,408) $ 4,251 ========= ========== ========= ========= ========= ========= ========= ========= THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 6 ILINC COMMUNICATIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) NINE MONTHS ENDED DECEMBER 31, ---------------------- 2005 2004 -------- -------- Net cash provided by (used in) operating activities ............ $ 385 $(2,377) -------- -------- Cash flows from investing activities: Capital expenditures ........................................ (52) (111) Acquisitions, net of cash acquired .......................... (4) (399) Acquisition, royalty earn-out payment to Mentergy ........... (100) -- Proceeds from sale of software .............................. 20 -- Deferred acquisitions costs ................................. -- (35) Repayment of notes receivable ............................... 3 -- -------- -------- Cash acquired in acquisition ................................ -- 4 -------- -------- Net cash used in investing activities (133) (541) -------- -------- Cash flows from financing activities: Proceeds from 2004 senior unsecured notes ................... -- 4,250 Proceeds from issuance of Series B preferred stock .......... 150 -- Series A and Series B preferred stock dividends ............. (91) (82) Proceeds from exercise of stock options ..................... -- 81 Proceeds from exercise of warrants .......................... 41 -- Repayment of long-term debt ................................. (215) (464) Repayment of capital lease liabilities ...................... (109) (275) Financing costs incurred .................................... (28) (668) -------- -------- Net cash (used in) provided by financing activities..... (252) 2,842 -------- -------- Cash flows from continuing operations .......................... -- (76) Cash flows from discontinued operations ........................ 86 202 -------- -------- Net change in cash and cash equivalents ................ 86 126 Cash and cash equivalents, beginning of period ................. 532 292 -------- -------- Cash and cash equivalents, end of period ....................... $ 618 $ 418 ======== ======== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
7 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 iLinc Suite, led by LearnLinc (which also includes 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 reliable and cost-effective tools for remote instruction, 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 the Company believes to be the beginnings of the Web collaboration industry. Versions of the iLinc Suite have been translated into six languages, and it is currently available in version 8.0. The Company's customers may choose from several different pricing options for the iLinc Suite, and may receive its products on a stand-alone basis or integrated with one or a number of its other award-winning products, depending upon the customers' needs. Uses for the iLinc Suite of Web collaboration software include online instruction, business meetings, sales presentations, training sessions, product demonstrations and technical support assistance. The Company sells its software solutions to large and medium-sized corporations inside and outside of the Fortune 1000. The Company markets its products using a direct sales force and a distribution channel consisting of agents and value added resellers. The Company allows customers to choose between purchasing a perpetual license or subscribing to a term license to its products, providing for flexibility among many ownership or rental model options. The Company maintains corporate headquarters in Phoenix, Arizona and has occupied that 14,000 square foot Class A facility since the Company's inception in 1998. The Phoenix lease began in 1998 and has a term of 10 years. The Phoenix office can accommodate up to 85 employees and is fully equipped with up-to-date computer equipment and server facilities. 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. The Company also maintains offices in Springville, Utah, occupying a Class A facility in two adjacent buildings. The first building houses its administrative and IT functions, with 10,000 square feet of space, with the second housing the audio conferencing operator complex and sales organizations within its 6,122 square feet. The Springville lease began in 2003 and has a term of five years. The Springville offices can accommodate up to 100 employees and are fully equipped with up-to-date computer equipment. This facility also provides a fully redundant co-location and server facility for all audio conferencing services and all hosted Web conferencing services. The Company began operations in March of 1998. Its formation included the simultaneous rollup of fifty private businesses and an initial public offering. The Company's initial goals included providing training enhancement services over the Internet using a browser based system. In 2002 the Company began shifting its focus away from that legacy business, turning toward its current focus of 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 for a fair statement of the results for the interim periods ended December 31, 2005 and 2004. Fiscal operating results for interim periods are not necessarily indicative of the results for full years. 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, 2005, as filed with the SEC. 8 2. BASIS OF PRESENTATION The Company's condensed consolidated financial statements have been prepared on a basis which assumes that it will continue as a going concern and which contemplates the realization of its assets and the satisfaction of its liabilities and commitments in the normal course of business. The Company has a significant working capital deficiency and has suffered in the past substantial recurring losses and negative cash flows from operations. These matters, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plan with regard to these matters include continued development, marketing, and licensing of its Web conferencing and audio conferencing products and services through both internal growth from its sales efforts and external growth by acquisition. The Company has converted some of its debt into equity and may convert additional amounts of its debt into equity that would lessen the burden of principal repayment and reduce interest expense. In combination with debt reductions through conversion to equity, the Company may also raise additional capital through a combination of equity financings or debt financings. A portion of the Company's plans to address cash Flow includes reductions in overhead or the negotiation of payables. Although management continues to pursue these plans, there is no assurance that the Company will be successful. The condensed consolidated financial statements do not include any adjustments related to the outcome of this uncertainty. During the year ended March 31, 2004, the Company discontinued its legacy practice management services segment. Accordingly, the Company has reflected these operations as discontinued and has reclassified the prior year consolidated financial statements to conform to such presentation. Discontinued operations are discussed further in Note 12. 3. 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 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. STOCK-BASED COMPENSATION AND RECENT ACCOUNTING PRONOUNCEMENTS In December 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 148, ACCOUNTING FOR STOCK-BASED COMPENSATION - TRANSITION AND DISCLOSURE - AN AMENDMENT TO SFAS NO. 123. SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method on accounting for stock-based employee compensation. The Company has adopted the disclosure provisions of SFAS No. 123 and accordingly, the implementation of SFAS No. 148 did not have a material effect on the Company's condensed consolidated financial position or results of operations. In December 2004, FASB issued SFAS No. 123R, SHARE-BASED PAYMENT. Under SFAS 123R, companies will no longer be able to account for share-based compensation transactions using the intrinsic method in accordance with APB 25. Instead, companies will be required to account for such transactions using a fair-value method and to recognize the expense over the service period. SFAS 123R will be effective for periods beginning after April 1, 2006 and allows for 9 several alternative transition methods. The Company expects to adopt SFAS 123R in its first quarter of fiscal 2007 on a prospective basis, which will require recognition of compensation expense for all stock option or other equity-based awards that vest or become exercisable after the effective date. The Company is currently assessing the impact of SFAS 123R on its share-based compensation programs, however, it expects that the requirement to expense stock options and other equity interests that have been or will be granted to employees will increase its operating expenses and result in lower earnings per share. The fair value for options granted was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions: NINE MONTHS ENDED DECEMBER 31, -------------------------------------- 2005 2004 ------------------ ------------------- Risk free interest rate 3.89% - 4.30% 4.19% - 4.71% Dividend yield 0% 0% Volatility factors of the expected market price of the Company's common stock 67% - 89% 73% - 90% Weighted-average expected life of Options 10 years 10 years For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. The Company's pro forma information follows (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS): THREE MONTHS ENDED NINE MONTHS ENDED DECEMBER 31, DECEMBER 31, ---------------------- ---------------------- 2005 2004 2005 2004 -------- -------- -------- -------- Net income/(loss) available to common shareholders, as reported ........... $ 167 $(1,170) $(1,345) $(4,483) Plus: Stock-based employee compensation expense included in reported net income/(loss) ....... 10 10 30 30 Less: Total stock-based employee compensation expense determined using fair value based method .... (32) (79) (140) (258) -------- -------- -------- -------- Pro forma net income/(loss) ......... $ 145 $(1,239) $(1,455) $(4,711) ======== ======== ======== ======== Income/(loss) per share: Basic and diluted - as reported ..... $ 0.01 $ (0.05) $ (0.05) $ (0.20) ======== ======== ======== ======== Basic and diluted - pro forma ....... $ 0.01 $ (0.05) $ (0.06) $ (0.21) ======== ======== ======== ========
RECLASSIFICATIONS Certain prior year balances in the condensed consolidated financial statements have been reclassified to conform to the fiscal 2006 presentation. 4. INCOME/LOSS PER SHARE Basic income/loss per share is computed by dividing net income/loss available to common stockholders by the weighted-average number of common shares outstanding for each reporting period presented. Diluted income/loss per share is computed similar to basic loss per share while giving effect to all potential dilutive common stock equivalents that were outstanding during each reporting period. For the nine months ending December 31, 2005 and 2004, options and warrants to purchase 5,298,792 and 10,461,512 shares of common stock, respectively, were excluded from the computation of diluted loss per share because of their anti-dilutive effect. Additionally, for the nine months ending December 31, 2005 and 2004, Series A and Series B preferred stock and debt convertible into 10,450,000 and 8,175,000 shares of common stock, respectively, 10 were excluded from the computation of diluted loss per share because inclusion of such would be antidilutive. Furthermore, a restricted stock grant issued in 2001 under the Company's stock compensation plan of 450,000 shares has been excluded from the earnings per share calculations since the Restricted Stock Grant is not vested. Lastly, shares of its common stock currently not reflected as issued and outstanding totaling 704,839, relating to the Glyphics acquisition held in escrow pending determination of indemnity claims - (see Note 11) and 500,000 relating to the Quisic acquisition held in escrow pending determination of indemnity claims have been excluded from the computation of earnings per share. 5. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill consisted of the following: DECEMBER 31, MARCH 31, 2005 2005 ------------ ---------- (AUDITED) (IN THOUSANDS) Goodwill................................................................. $ 11,086 $ 10,797 ========== ========== The changes in the carrying amount of the goodwill for nine months ended December 31, 2005 (IN THOUSANDS): Balance, March 31, 2005.................................................... $ 10,797 Mentergy acquisition, royalty accrual................................... 280 Glyphics acquisition.................................................... 9 ---------- Balance, December 31, 2005................................................. $ 11,086 ========== Intangible assets consisted of the following: ----------------------------------------------------------------- DECEMBER 31, 2005 ----------------------------------------------------------------- WEIGHTED AVERAGE REMAINING GROSS CARRYING ACCUMULATED LIVES AMOUNT AMORTIZATION NET ----------------------------------------------------------------- (YEARS) (IN THOUSANDS) AMORTIZED INTANGIBLE ASSETS: Deferred financing costs 5.33 $ 1,084 $ (455) $ 629 Purchased software 1.42 1,481 (1,100) 381 Customer relationships 4.42 1,230 (348) 882 ---------------------------------------------------- $ 3,795 $ (1,903) $ 1,892 ==================================================== ----------------------------------------------------------------- MARCH 31, 2005 (AUDITED) ----------------------------------------------------------------- WEIGHTED AVERAGE REMAINING GROSS CARRYING ACCUMULATED LIVES AMOUNT AMORTIZATION NET ----------------------------------------------------------------- (YEARS) (IN THOUSANDS) AMORTIZED INTANGIBLE ASSETS: Deferred financing costs 5.84 $ 1,113 $ (329) $ 784 Purchased software 1.92 1,481 (792) 689 Customer relationships 4.46 1,230 (199) 1,031 ---------------------------------------------------- $ 3,824 $ (1,320) $ 2,504 ==================================================== 11 6. ACCRUED LIABILITIES Accrued liabilities consisted of the following; DECEMBER 31, MARCH 31, 2005 2005 ---------- ---------- (AUDITED) (IN THOUSANDS) Accrued state sales tax................................................. $ 180 $ 119 Accrued interest........................................................ 331 241 Amounts related to acquisitions......................................... 67 765 Accrued salaries and related benefits................................... 363 422 Royalty payable to third party providers................................ 1,113 1,000 Amount payable to subcontractors........................................ -- 59 Deferred rent liability................................................. 34 54 Liabilities from discontinued operations................................ 153 263 Other................................................................... 83 37 ---------- ---------- Total accrued liabilities............................................ $ 2,324 $ 2,960 ========== ========== 7. LONG-TERM DEBT Long-term debt consisted of the following: DECEMBER 31, MARCH 31, 2005 2005 ---------- ---------- (AUDITED) (IN THOUSANDS) 2002 Convertible redeemable unsecured subordinated notes................ $ 5,100 $ 5,625 2004 Senior unsecured promissory notes.................................. 2,962 3,187 1998 IPO unsecured notes payable........................................ 228 282 Other unsecured notes................................................... 452 613 ---------- ---------- 8,742 9,707 Less: Current portion of long-term debt................................. (670) (885) Discount....................................................... (981) (1,349) Beneficial conversion feature.................................. (623) (771) ---------- ---------- Long-term debt, net of current portion.................................. $ 6,468 $ 6,702 ========== ==========
In March 2002, the Company completed a private placement offering (the "2002 Convertible Note Offering") that provided gross proceeds of $5,775,000. Under the terms of the 2002 Convertible Note Offering, the Company issued notes and warrants to purchase 5,775,000 shares of the Company's common stock. These 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 note holders may convert their principal into shares of the Company's common stock at the fixed price of $1.00 per share. The Company may force conversion of these notes into shares of the Company's common stock at the fixed conversion price of $1.00, 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 and subordinated to any present or future indebtedness without consent of the holder. Those warrants expired on March 29, 2005 without exercise. The exercise price of the warrants was $3.00 per share. The fair value of the warrants was estimated using the Black-Scholes pricing model with the following assumptions: contractual and expected life of three years, volatility of 75%, dividend yield of 0%, and a risk-free rate of 3.87%. The fair value was then used to calculate a discount of $1,132,000, which is being amortized as a component of interest expense of unsecured convertible redeemable subordinated notes over the ten-year term of the notes. Since the carrying value of the notes was 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 as interest expense over the ten year term of the notes. Upon conversion of a note, any remaining discount associated with the beneficial conversion feature of the converted notes will be expensed in full at the time of conversion. The common stock underlying these notes was registered with the SEC and may be sold if converted into common stock pursuant to a resale prospectus dated May 24, 2004. During fiscal 2004, holders with a principal balance totaling $150,000 converted their notes into 150,000 shares of the Company's common stock at a price of 12 $1.00 per share. Since April 1, 2005 holders with a principal balance of $525,000 have converted their notes and $7,652 of accrued interest into 1,971,088 shares of the Company's common stock at a price of $0.25, $0.26 and $0.30 per share. Since the actual conversion price for the convertible debt was less than the fixed conversion price of $1.00, the Company recorded conversion expense of $338,000 for the period ending December 31, 2005. As a result of the conversions since April 1, 2005, the Company accelerated the amortization of the deferred offering costs and the discount and beneficial conversion feature associated with the debt by expensing $50,000 and $137,000, respectively at the time of conversion. In April of 2004, the Company 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, the Company issued $3,187,000 in unsecured senior notes and 1,634,550 shares of the Company's common stock. The senior notes were issued as a series of notes pursuant to a unit purchase and agency agreement. The senior notes are unsecured. The placement agent received a commission equal to 10% of the gross proceeds together with a warrant for the purchase of 163,455 shares of the Company's common stock with an exercise price equal to 120% of the price paid by investors. The senior notes bear interest at a rate of 10% per annum and accrued interest is due and payable on a quarterly basis beginning July 15, 2004, 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 after July 15, 2005. The notes and common stock were 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 term of the notes which is approximately 39 months. The senior notes are unsecured obligations of the Company but are senior in right of payment to all existing and future indebtedness of the 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 totaling $225,000 converted their senior notes and accrued interest of $800 into 903,205 shares of the Company's common stock at a price of $0.25 per share. Since the actual conversion price for the debt was greater than the market value of the stock at the date of conversion, the Company recorded a gain on conversion of $9,000 for the period ended December 31, 2005. As a result of the conversions since April 1, 2005, the Company accelerated the amortization of the deferred offering costs and the discount and beneficial conversion feature associated with the debt by expensing $10,000 and $35,000, respectively at the time of conversion. On November 9, 2005, placement agent warrants originally issued with an exercise price of $0.78 per common share were converted to 163,455 common shares at an exercise price of $0.25 per share, in which the Company received $41,000 in cash. The transaction resulted in an increase in deferred offering costs of $7,000 and an adjustment to additional paid-in capital of $7,000. In connection with the Company's initial public offering (IPO) in March of 1998, the Company issued notes to certain shareholders who had provided capital prior to the IPO. These notes were originally due in April of 2005 and required quarterly payments of interest only at the rate of 10%. During the first quarter of fiscal 2006, many of the noteholders agreed to extend the maturity date and accept installment payments that are due during the year ended March 31, 2006. The outstanding principal balance on these notes is $228,000 as of December 31, 2005. The Company has agreed to make installment payments totaling $228,000. As of December 31, 2005, the Company owed installment payments of $154,000 on those IPO Notes, with no claims of default by the holders of the IPO notes, other than RTT Investments in the amount of $68,250. In connection with the Company's acquisition of Glyphics Communications, the Company assumed $753,000 in loan obligations and the unpaid balance of $445,000 is due within this fiscal year and is included in short term debt. The rates of interest on these notes range from 6.0% to 9.0% per annum. In June 2005, the Company extended the payment terms on one loan with a principal balance of $138,000 through September 30, 2005. The balance of the loan was paid on October 4, 2005. The loan was guaranteed by Gary Moulton, the Company's senior vice president of audio services, as well as a shareholder of the Company, both of whom were formerly owners of Glyphics. In January 2005, in connection with the restructuring of the payments, the Company issued a warrant for 50,000 shares with an exercise price of $0.55. The warrant expires in January 2007. The fair value of the warrant of $8,000 was estimated using the Black-Scholes pricing model with the following assumptions: contractual and expected life of two years, volatility of 72%, dividend yield of 0%, and a 13 risk-free rate of 3.1%. In June 2005, in connection with the restructuring of the payments, the Company issued a warrant for 50,000 shares to the Glyphics shareholder with an exercise price of $0.32. The warrant expires in June 2007. The fair value of the warrant of $6,500 was estimated using the Black-Scholes pricing model with the following assumptions: contractual and expected life of two years, volatility of 71%, dividend yield of 0%, and a risk-free rate of 3.6%. The aggregate maturities of long-term debt excluding capital leases for each of the next five years subsequent to December 31, 2005 were as follows (IN THOUSANDS): Fiscal Year Amount - ----------- ------ 2006............................................................... $ 670 2007............................................................... 2,968 2008............................................................... 2 2009............................................................... 2 2010............................................................... -- Thereafter......................................................... 5,100 ----------- $ 8,742 =========== 8. INCOME TAX EXPENSE FROM CONTINUING OPERATIONS The Company disclosed no tax benefit on its Condensed Consolidated Statement of Operations during the nine months ended December 31, 2005 or 2004 because it concluded it is not likely it would be able to recognize the tax asset created due to the lack of operating history of its Web conferencing and audio conferencing business. Accordingly, since we are reporting a net loss for the nine months ended December 31, 2005, we have not recorded a tax liability for the net income reported for the three months ended December 31, 2005. At December 31, 2005 and March 31, 2005, the Company has net deferred tax assets of $12.2 million and $11.7 million, respectively, with corresponding valuation allowances. The Company's tax assets are scheduled to expire over a period of five to thirteen years. 9. STOCK OPTION PLANS AND WARRANTS The Company grants stock options under its Stock Compensation Plan (the "Plan"). On August 19, 2005, shareholders voted to increase the number of authorized shares available for issue under the Plan to 5,500,000. The Company recognizes stock-based compensation issued to employees at the intrinsic value between the exercise price of options granted and the fair value of stock for which the options may be exercised. Additional Pro Forma disclosures as if the Company recognized stock-based compensation at the fair value of the options are presented below. The Compensation Committee of the Board of Directors is authorized to issue shares of common stock to officers and employees in the form of restricted stock awards, incentive stock options and nonqualified stock options. There were 2,651,128 options granted under the Plan, at December 31, 2005. 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. 14 Following is a summary of the status of the Company's stock options as of December 31, 2005: WEIGHTED NUMBER OF AVERAGE WEIGHTED AVERAGE HARES UNDERLYING EXERCISE FAIR-VALUE OF S OPTIONS PRICES OPTIONS GRANTED ------------------- ------------- --------------------- Outstanding at March 31, 2005................... 2,438,018 $1.32 Granted......................................... 772,500 0.29 $0.19 ===================== Exercised....................................... -- -- Forfeited....................................... (559,390) 1.06 Expired......................................... -- -- ------------------- ------------- Outstanding at December 31, 2005................ 2,651,128 $1.07 =================== ============= OPTIONS OUTSTANDING OPTIONS EXERCISABLE -------------------------------------------------------- ---------------------------- WEIGHTED WEIGHTED AVERAGE WEIGHTED AVERAGE AVERAGE NUMBER OF EXERCISE REMAINING CONTRACTUAL NUMBER OF EXERCISE EXERCISE PRICE SHARES PRICE LIFE (YEARS) SHARES PRICE ---------------------- -------------- ------------- --------------------------- ------------- ------------- $ 0.01 - $ 0.99 2,025,702 $0.51 7.33 1,338,935 $ 0.57 $ 1.00 - $ 1.99 104,125 $1.61 5.03 95,625 $ 1.66 $ 2.00 - $ 2.99 430,000 $2.22 3.52 430,000 $ 2.22 $ 3.00 - $ 8.50 91,301 $7.69 2.65 91,301 $ 7.69 -------------- ------------- 2,651,128 1,955,861 ============== ============= In December 2001, the Company, under the initiative of the Compensation Committee with the approval of the Board of Directors, issued its Chief Executive Officer an incentive stock grant under the Company's stock compensation plan of 450,000 restricted shares of the Company's common stock as a means to retain and incentivize the chief executive officer. The shares fully vest after 10 years from the date of grant. The shares were valued at $405,000 based on the closing price of the stock on the date of grant, which is recorded as compensation expense ratably over the vesting period. The vesting of the incentive shares accelerates based on the Company's share price as follows: PERFORMANCE CRITERIA SHARES VESTED ------------------------------------------------------------------------- ------------------------- Share price trades for $4.50 per share for 20 consecutive days 150,000 shares Share price trades for $8.50 per share for 20 consecutive days 150,000 shares Share price trades for $12.50 per share for 20 consecutive days 150,000 shares
In connection with the restricted stock grant, the Company loaned the chief executive officer $179,000 to fund the immediate tax consequences of the grant. The Company recognized a $179,000 charge to income at the date of grant. 15 WARRANTS The following table summarizes information about stock purchase warrants outstanding at December 31, 2005: WARRANTS OUTSTANDING WARRANTS EXERCISABLE --------------------------------------------------- ------------------------------ WEIGHTED WEIGHTED AVERAGE WEIGHTED AVERAGE AVERAGE NUMBER OF EXERCISE REMAINING CONTRACTUAL NUMBER OF EXERCISE EXERCISE PRICE SHARES PRICE LIFE (YEARS) SHARES PRICE --------------------- -------------- ------------ ----------------------- --------------- -------------- $ 0.32 -$ 0.32 50,000 $ 0.32 1.44 50,000 $ 0.32 $ 0.40 -$ 0.40 250,000 $ 0.40 0.88 250,000 $ 0.40 $ 0.42 -$ 0.42 543,182 $ 0.42 5.64 543,182 $ 0.42 $ 0.44 -$ 0.44 132,972 $ 0.44 5.70 132,972 $ 0.44 $ 0.50 -$ 0.50 700,000 $ 0.50 2.75 700,000 $ 0.50 $ 0.55 -$ 0.55 50,000 $ 0.55 1.01 50,000 $ 0.55 $ 1.50 -$ 1.50 921,510 $ 1.50 1.64 921,510 $ 1.50 -------------- -------------- 2,647,664 2,647,664 ============== ==============
On November 19, 2003, the Company issued a warrant to purchase 250,000 shares of common stock to an advisor of the Company in exchange for certain advisory and consulting services pursuant to a written advisory agreement that will be provided to the Company over a three-year contractual period. The warrants are exercisable for shares of the Company's common stock at a price of $0.40. The warrants were originally valued using the Black-Scholes model to calculate a fair value of $0.73 per share at March 31, 2004. A portion of the fair value of the warrants totaling $20,000 was expensed during fiscal 2004, with the remaining value of the warrants totaling $90,000 expensed during fiscal 2005. On November 9, 2005, placement agent warrants originally issued with an exercise price of $0.78 per common share were converted to 163,455 common shares at an exercise price of $0.25 per share, in which the Company received $41,000 in cash. The transaction resulted in an increase in deferred offering costs of $7,000 and an adjustment to additional paid-in capital of $7,000. 10. COMMITMENTS AND CONTINGENCIES The Company is subject to various commitments and contingencies as described in Note 14 to the consolidated financial statements in the Company's Annual Report on Form 10-K as of and for the year ended March 31, 2005. During the nine-month period ended December 31, 2005, the following changes occurred with respect to certain of the Company's commitments and contingencies: ROYALTY AGREEMENTS In conjunction with the acquisition of certain assets from Mentergy, Inc. ("Mentergy"), the Company agreed to provide a royalty earn-out payment that is due upon collection of cash received from the sales of its Web conferencing software. The royalty earn-out was originally equal to 20% for all revenues collected from the sale of that Web conferencing software over a three-year period beginning November 4, 2002, with the first $600,000 of collected revenues not subject to the royalty, and the maximum amount being $5,000,000. After negotiating a settlement with one of the original participants in the Mentergy transaction during fiscal 2005, the royalty has been reduced to 18.7%. The Company accounts for any such amounts collected as additional purchase consideration in accordance with EITF 95-8: ACCOUNTING FOR CONTINGENT CONSIDERATION PAID TO THE SHAREHOLDERS OF AN ACQUIRED ENTERPRISE IN A PURCHASE BUSINESS COMBINATION at the time such amounts are accrued as revenue. The Company has accrued potential Mentergy royalties totaling $1,043,000 and $872,000 as of December 31, 2005 and March 31, 2005, respectively (the "Royalty Accrual Amount"). In the prior year, the royalty was calculated on the accrual basis for consistency with the Company's revenue recognition policies. Since the royalty agreement term ended on November 4, 2005 the obligation at December 31, 2005 has been adjusted to reflect amounts due on the collection of cash received on the sales of web conferencing software through November 4, 2005. On October 16 10, 2005, Mentergy and the Company executed a payment agreement that provides, notwithstanding the termination of the royalty accrual, negotiated payment terms that would require an initial payment of $100,000 within 15 days of approval of the agreement followed by 12 level installment payments of $76,212 plus interest per month and a balloon payment for the entire remaining balance due on November 15, 2006, but with the accrual of additional royalties terminating as originally intended on November 4, 2005. In December 2005 the Company paid $100,000 to Mentergy in accordance with the payment agreement. LITIGATION On June 14, 2002, the Company acquired the assets of Quisic. Subsequently, on November 4, 2002, two former employees of Quisic (Mr. Weathersby their former CEO and Mr. Alper their former CIO), filed a lawsuit in the Superior Court of the State of California styled George B. Weathersby, et al. vs. Quisic, et al. claiming damages against Quisic and the Board of Directors of Quisic arising from their employment termination by the Quisic Board. The Company was also added as a third party defendant with an allegation of successor liability, but only to the extent that Quisic is found liable, and then only to the extent the plaintiffs prove their successor liability claim against the Company. Through arbitration, the claims of Alper against all of the defendants were dismissed. The Company only acquired certain assets of Quisic in an asset purchase transaction. Based upon the facts and circumstances known, the Company believes that the plaintiffs' claims are without merit, and furthermore, that the Company is not the successor of Quisic, and therefore the Company intends to vigorously defend this aspect of the lawsuit. While in the opinion of management, resolution of these matters is not expected to have a material adverse effect on the Company's financial position, results of operations or cash flows, the ultimate outcome of any litigation is uncertain. Were an unfavorable outcome to occur that awarded large sums to the Plaintiff against defendant Quisic, and then the court determined that the Company is a successor to Quisic, then the impact is likely to be material to the Company. The claims by Mr. Weathersby against Quisic remain with the trial proceeding in the discovery phase. On August 12, 2005, John Thayer d/b/a RTT Investments, an IPO note holder, filed a lawsuit to collect on that IPO note and subsequent modification agreement. Mr. Thayer alleges default of the note among other claims. Mr. Thayer is seeking payment of the note in the amount of $68,250. The Company believes that the plaintiff's note collection claim may be valid, but is subject to defense or offset and that the remaining claims are without merit and intends to vigorously defend the suit. The Company continues to accrue interest at the rate provided in the RTT Investments IPO note and the note obligation remains as an accrued liability of the Company as of the date of this report. 11. BUSINESS COMBINATIONS GLYPHICS CORPORATION The Company executed an agreement to acquire substantially all of the assets of and assume certain liabilities of Glyphics, a Utah based, private company that is a provider of comprehensive audio conferencing products and services. The acquisition had a stated effective date of June 1, 2004 and was fully consummated on June 14, 2004. The purchase price of $5.229 million was based on a multiple of the Glyphics' 2003 annual audited net audio conferencing business revenues (as defined in the asset purchase agreement). The purchase price was paid with the assumption of specific liabilities, with the balance paid using the Company's common stock at the fixed price of $1.05 per share. In exchange for the assets received, the Company assumed $2.466 million in debt and issued 2.8 million shares of its common stock at the date of acquisition. An additional 704,839 shares of the Company's common stock is currently being held in escrow and is subject to the claims of the Company for: (a) shortfalls in the audited audio conferencing revenues earned by the Company as compared to the audited audio conferencing business revenues of Glyphics, (b) the representations and warranties made by Glyphics' and its shareholders in the asset purchase agreement, and (c) the amount if any that the liabilities accrued or paid by the Company are in excess of those specifically scheduled and assumed as part of the asset purchase agreement. Those contingent escrow shares are contractually required to be returned to the Company by the escrow agent in the event that those revenue performance targets and contingent liability requirements are not achieved. As of March 31, 2005, the Company had accrued certain liabilities in excess of those scheduled and therefore, will be making a claim against those escrow shares, but the performance revenue target had been met. The shares were registered with the SEC pursuant to a resale prospectus dated August 2, 2005. 17 The purchase price recorded was calculated as follows: AMOUNT ------------ Issuance of iLinc's common stock (valued at $0.98 per share Using the five day average closing price) ............ $ 2,763 Assumed liabilities........................................... 2,466 ------------ Total purchase price....................................... $ 5,229 ============ The purchase price may change due to the ultimate resolution of purchase agreement contingencies and the potential recoveries against the shares held in escrow, if any. At December 31, 2005, the Company believes it will recover approximately 369,000 shares held in escrow due to the assumption of additional liabilities of $351,000 greater than scheduled in the purchase agreement. The total purchase price was allocated to assets acquired, in accordance with SFAS No. 141 BUSINESS Combinations, based upon estimated fair market values as determined by an appraisal report obtained from an independent appraisal firm. The excess purchase price over the estimated fair market value of the tangible and intangible assets acquired was allocated to goodwill. As this transaction is intended to qualify as a tax-free acquisition, the tax bases of the acquired assets remain unchanged. As a result, a deferred tax liability of $1,132,000 has been established in an amount equal to the Company's statutory tax rate multiplied by the difference between the allocated book value of acquired non-goodwill assets and the tax bases of those assets. This increase to deferred tax liability resulted in a corresponding increase to the acquired goodwill. However, due to the presence of a valuation allowance against the net deferred tax asset, a second entry was then recorded to report the impact of the necessary decrease to the valuation allowance, with the offset being a reduction in acquired goodwill. The purchase price may change due to the ultimate resolution of charges against the escrow account, if any. The net result of these entries was to increase the deferred tax liability and decrease the valuation allowance by the same amount. The purchase price of Glyphics has been allocated as follows: PURCHASE PRICE ALLOCATION --------------- (IN THOUSANDS) Current assets................................................ $ 618 Property and equipment........................................ 1,609 Goodwill ..................................................... 998 Identifiable intangible assets ............................... 2,004 Current liabilities........................................... (1,356) Notes payable................................................. (753) Capital leases................................................ (357) Common stock.................................................. (3) Additional paid-in capital.................................... (2,760) --------------- Total $ -- ===============
18 Operating results of Glyphics are included in the accompanying statement of operations for the nine- month period ending December 31, 2005 and for the nine-month period ending December 31, 2004. The following unaudited pro forma summary of condensed financial information presents the Company's combined results of operations as if the acquisition of Glyphics had occurred at the beginning of the nine months ended December 31, 2004, after including the impact of certain adjustments including: (i) elimination of sales between the two companies and (ii) increase in amortization of the identifiable intangible assets and an increase in depreciation expense recorded as part of the acquisition. NINE MONTHS ENDED DECEMBER 31, 2004 ----------------- PRO FORMA (IN THOUSANDS, EXCEPT PER SHARE DATA) Revenues...................................................... $ 7,810 Loss from continuing operations............................... $ (3,197) Net loss from continuing operations.......................... $ (4,658) Loss per basic and diluted share from continuing operations... (0.20) Weighted average shares outstanding: Basic and diluted......................................... 23,484 The pro forma financial information presented does not purport to indicate what the combined results of operations would have been had the combination occurred at the beginning of the periods presented or the results of operations that may be obtained in the future. As part of the Glyphics acquisition, the Company recorded estimates of assumed liabilities that might necessitate payment to certain Glyphics vendors. After further review and confirmation from certain of those Glyphics vendors, the Company determined during the three months ended September 30, 2005 and the three months ended December 31, 2005, that those liabilities would not be realized. Therefore, $250,000 and $106,000 were recorded as a one-time elimination of the liabilities and a corresponding reduction in cost of software and audio services revenues was recorded in the second and third quarters of fiscal 2006, respectively. In addition, $7,000 in consulting fees and $81,000 in tax liabilities were recorded as a one-time elimination of those liabilities and a corresponding reduction in general and administrative expenses during the second and third quarter of fiscal 2006, respectively. The Company was able to negotiate settlements with the relevant vendors of certain of the assumed liabilities from the Glyphics. As a result, liabilities of $167,000 were eliminated and the corresponding reduction in costs was recorded as other income as a one-time reduction in costs for the three months ended December 31, 2005. 12. DISCONTINUED OPERATIONS Effective January 1, 2004, the Company discontinued its 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 its practice management service business segment as a discontinued operation. The Company collected the total outstanding principal on a note receivable in the amount of $65,000 that arose as a part of its discontinued operations, which was fully reserved at March 31, 2005 and was reported as income from discontinued operations at December 31, 2005. A summary of the results from discontinued operations for the nine months ending December 31, 2005 and 2004 are as follows: 19 Three months ended Nine months ended December 31, December 31, 2005 2004 2005 2004 ----- ----- ----- ----- (IN THOUSANDS) (IN THOUSANDS) Net revenue .............................. $ -- $ -- $ -- $ -- Operating expenses ....................... (5) -- (17) -- ----- ----- ----- ----- Income from operations ................... 5 -- 17 -- Gain on debt settlement .................. 65 15 65 15 Tax expense .............................. -- -- -- -- ----- ----- ----- ----- Net income from discontinued operations... $ 70 $ 15 $ 82 $ 15 ===== ===== ===== =====
There were no assets related to the Company's discontinued operations on the books that were not fully reserved as of December 31, 2005. Liabilities of $153,000 and $263,000 related to discontinued operations were included in Accounts Payable and Accrued Liabilities at December 31, 2005 and March 31, 2005, respectively. 13. CAPITAL RAISE ACTIVITIES On September 16, 2003, we completed our private placement of convertible Series A preferred stock with detachable warrants. We sold 30 units at $50,000 each and raised a total of $1,500,000. Each unit consisted of 5,000 shares of convertible Series A preferred stock, par value $0.001 and a warrant to purchase 25,000 shares of common stock. The convertible Series A preferred stock is convertible into our common stock at a price of $0.50 per share, and the warrants are immediately exercisable at a price of $1.50 per share with a three-year term. Accordingly, each share of Series A preferred stock is convertible into 20 shares of common stock and retains a $10 liquidation preference. We pay an 8% dividend to holders of the convertible Series A preferred stock, and the dividend is cumulative. The convertible Series A preferred stock is non-voting and non-participating. The shares of convertible 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 convertible Series A preferred stock was 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 are considered a deemed dividend in the calculation of loss per share. During the 2005 fiscal year, holders of 22,500 shares of Series A preferred stock converted those shares into 450,000 shares of our common stock. The underlying common stock that would be issued upon conversion of the Series A preferred stock and upon exercise of the associated warrants have been registered with the SEC and may be sold pursuant to a resale prospectus dated May 24, 2004. On September 30, 2005, the Company executed definitive agreements with nine investors to issue 70,000 unregistered shares of its Series B Preferred Stock, par value $0.001 (the "Preferred Stock") and warrants to purchase 700,000 shares of its common stock (the "Warrants") in a private transaction that was exempt from registration under Section 4(2) of the Securities Act of 1933. Of the total Preferred Stock issued, 15,000 shares of Preferred Stock with Warrants to purchase 150,000 shares of common stock were issued to four individuals in exchange for their cash investment of $150,000; 15,000 shares of Preferred Stock with Warrants to purchase 150,000 shares of common stock were issued to two vendors in exchange for an offset of their accounts payable balance in the amount of $150,000; and 40,000 shares of Preferred Stock with Warrants to purchase 400,000 shares of common stock (effective August 29, 2005 as previously disclosed on Form 8-K dated September 2, 2005) were issued to three institutional investors in exchange for the offset of accrued liabilities in the amount of $400,000 that arose from the Quisic acquisition. The Company recorded a gain in debt conversion of $50,000 associated with this transaction. The Preferred Stock bears an 8% dividend, was sold using a deemed $10.00 per share issue price, and is convertible into 2,800,000 shares of the Company's common stock using a conversion price of $0.25 per share. The Warrants that are exercisable at an exercise price equal to $0.50 per share expire on the third anniversary of the issue date of September 30, 2005. 20 Other capital raise activities and warrant exercises are discussed further in Notes 7 and 9, respectively. 14. RELATED PARTY TRANSACTIONS On July 21, 2005, James L. Dunn, Jr., the Company's CFO, purchased a note from one of the IPO Note holders. The note had a principal balance of $8,375 and was purchased at a discount. Mr. Dunn extended the term of the note that was then due until April 1, 2006. On September 30, 2005, the father of James L. Dunn Jr. invested in the Company's Series B Preferred Stock Offering and acquired 2,500 shares of iLinc Communications' Series B Preferred Stock and a Warrant to purchase 25,000 shares of the Company's common stock. The warrant is exercisable immediately at an exercise price of $0.50 and expires on September 30, 2008. Mr. James L. Dunn, Jr. has no direct and beneficial interest in his father's investment. On July 31, 2005, the Company exchanged a convertible promissory note that had been issued in March of 2002 to Peldawn, LLC, of which Mr. Dan Robinson, a member of the Company's Board of Directors, is a partner. The note had an original principal balance of $25,000 and was originally convertible at $1.00 per share. As part of the Company's plan to decrease debt and increase shareholders' equity, in combination with holders of $525,000 principal balance of like debt, the note including principal and accrued interest was exchanged using a price of $0.30 per share into 84,183 shares of the Company's common stock, the Conversion price was above the fair market value of the Company's common stock on the date of conversion and was on the same terms as like holders. On August 16, 2005, Dr. James Powers, the Company's CEO, and his wife, exchanged convertible promissory notes that had been issued in March 2002. The notes had an original balance of $50,000 and were originally convertible at $1.00 per share. As part of the Company's plan to decrease debt and increase shareholders' equity, in combination with holders of $525,000 principal balance of like debt, the notes were converted at a price of $0.26 per share into 192,308 shares of the Company's common stock. The conversion price was above the market value of the Company's common stock on the date of the conversion and was on the same terms as like holders. On September 30, 2005, Mr. Kent Petzold, a member of the Company's Board of Directors, invested in the Company's Series B Preferred Stock offering and acquired 5,000 shares of iLinc Communications Series B Preferred Stock and a Warrant exercisable for 50,000 shares of the Company's common stock. Mr. Petzold paid $50,000 in the aggregate for such securities on the same terms as all other investors in the offering. The Warrant is immediately exercisable at an exercise price of $0.50 and expires on September 30, 2008. 21 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. 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; CONTROL OUR EXPENSES; CONTROL CHANGES IN OUR CUSTOMER BASE; CONTROL CHANGES IN OUR EMPLOYEE HEADCOUNT; MANAGE LIQUIDITY AND CAPITAL RESOURCES; REALIZE POSITIVE CASH FLOW FROM OPERATIONS; 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 OTHER RISKS DISCUSSED HEREIN (SEE ITEM 2 "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS"). 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 SECURITIES AND EXCHANGE COMMISSION (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 EITHER FROM THE SEC AT THEIR WEB SITE LOCATED AT WWW.SEC.GOV, OR THROUGH OUR WEB SITE LOCATED AT WWW.ILINC.COM. - -------------- OVERVIEW Headquartered in Phoenix, Arizona, iLinc Communications, Inc. is a leading provider of Web conferencing, audio conferencing and collaboration software and services. Our four-product iLinc Suite, led by LearnLinc (which also includes MeetingLinc, ConferenceLinc, and SupportLinc), is an award winning virtual classroom, Web conferencing and collaboration suite of software. With our Web collaboration, conferencing and virtual classroom products, we provide reliable, and cost-effective tools for remote instruction, presentations, meetings and online events. Our software is based on a proprietary architecture and code that finds its origins as far back as 1994, in what we believe to be the beginnings of the Web collaboration industry. Versions of the iLinc Suite have been translated into six languages, and it is currently available in version 8.0. Our customers may choose from several different pricing options for the iLinc Suite, and may receive our products on a stand-alone basis or integrated with one or a number of our other award-winning products, depending upon their needs. Uses of the iLinc Suite include online instruction, business meetings, sales presentations, employee training sessions, product demonstrations, and technical support assistance. We sell our software solutions to large and medium-sized corporations inside and outside of the Fortune 1000, targeting certain vertical markets. We market our products using a direct sales force and a distribution channel consisting of agents and value added resellers. We allow customers to choose between purchasing a perpetual license or subscribing to a term license to our products, providing for flexibility in pricing and payment methods. PRODUCTS AND SERVICES WEB CONFERENCING AND WEB COLLABORATION The iLinc Suite is a four-product suite of software that addresses the four most common business collaboration needs. 22 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 earning 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. Our Web collaboration 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 an annual basis on either a per seat or per minute basis (the "ASP Model"). Should they choose to acquire the software using the Purchase Model, then they may either elect to host our software behind their own firewall or they may choose to have iLinc host it for them, depending upon their preferences, budget and IT capabilities. Customers who select the Purchase Model, whether hosted by iLinc or the customer, may also subscribe for ongoing customer support and maintenance services, using a support and maintenance contract with terms from one to five years. The maintenance and support fee charged is between 15% to 18% of the purchase license fee that is paid for the perpetual licenses and varies depending upon the length of the support agreement. If a customer chooses to have iLinc host their Purchase Model licenses, then the customer is charged a hosting fee equal to 10% of the purchase license fee that was paid for the perpetual license. Those customers who qualify for the iLinc Unlimited site license may subscribe to an unlimited use license. The initial iLinc Unlimited license fee is determined based upon the number of employees within the customer's organization, or other factors. The annual maintenance and support fees and hosting fees associated with an iLinc Unlimited license are then based upon a fixed rate per seat license that is active on each annual anniversary of the iLinc Unlimited 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. Customers choosing the ASP Model pay a 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 23 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. AUDIO CONFERENCING Through our acquisition of Glyphics that was effective June 1, 2004, we now 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 products: o AUDIO ON-DEMAND (NO RESERVATIONS NEEDED): The pre-established calling accounts for each user through which you can create or participate in conference calls with no advance notice, 24/7; o RESERVED AUTOMATED: The solution for recurring calls, each participant has a permanent number and passcode; o OPERATOR ASSISTED: For important calls, this service includes an iLinc conference operator to host, monitor, and coordinate the call; and o ONLINE SEMINARS: Support online Web presentation with high-quality audio 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. OTHER PRODUCTS AND SERVICES In addition to the iLinc Suite of products and services, we offer to our customers an array of e-Learning and training products and services. We offer training software products that like iLinc, promote online collaboration with products that are integrated in the iLinc Suite. These products include: TestLinc which is an assessment and quizzing tool that allows for formal testing and evaluation of students and i-Canvas which is a training content development software that allows non-technical training professionals to create Web-based training courses without needing specialized programming skills. i-Canvas is sold on an individual user perpetual license basis. We offer custom content development services through subcontractor relationships. We also offer a library of online courses that is an online mini-MBA program co-developed with the Tuck School of Business at Dartmouth College. INDUSTRY TRENDS Industry analyst Frost and Sullivan in their recent World Web Conferencing Market report separates the Web Conferencing vendor community into distinct groups that include: service providers ("Service Providers") and software providers ("Software Providers"). The difference between Service Providers and Software Providers is that the Service Providers only offer Web conferencing as an ASP service or rental model basis. However, Software Providers offer Web conferencing as a solution that can be purchased and owned by customers (whether the software is installed internally by customers or hosted by the software provider). iLinc is one of the few top tier providers that effectively competes in both the Service Provider and Software Provider markets. While we also offer our iLinc Suite as an ASP or per minute service the predominate licensing arrangement selected by our customer base remains the Purchase Model, making us one of the leaders in the Software Provider market. Although our major competitors offer only a rental license as a Service Provider (including WebEx, Microsoft Live Meeting, and Raindance), the Web conferencing software market is the faster growing segment, representing about $227 million of the current Web conferencing market. A Frost and Sullivan forecast projects a 40% Compound Annual Growth Rate ("CAGR") between 2002 and 2010 (as compared with the service provider market which is projected to grow at a 22% CAGR for the same time period). The Software Provider market based upon its higher growth rate is expected to outgrow the Service Provider market by the end of 2009. 24 As with many technologies that achieve mainstream success, the decision to purchase Web conferencing is shifting from individual departments to an organization-wide decision. Several factors are driving this shift, including the need for organizations to centralize on one vendor instead of having several different vendors for Web or audio conferencing services for different parts of the organization. The requirements of the overall organization are often distinctly different from the purchase requirements of a particular department, such as sales or marketing. To successfully sell to the market as it continues to mature, vendors need to be able to provide solutions that can scale and can meet customer needs at any point of their adoption cycle. Whether their specific organization is just beginning to use Web conferencing in one part of the organization or if they are ready to deploy an enterprise-wide solution, iLinc offers just that solution. Another important trend in the industry is the convergence of communication technologies such as audio and Web conferencing and the increase in demand for a single source for both of these capabilities. Frost and Sullivan has noted in a separate report on audio conferencing that the demand for integrated audio, Web, and video conferencing solutions continues to surge as end user needs for easy-to-use, single-source solutions swell. Developing and providing a truly converged user environment and experience, including the integration of audio, Web and video conferencing technologies is essential. With the addition of audio conferencing capabilities, we have been able to provide a single source for deeply integrated Web, audio, video as well as Voice-over IP. Increasingly, the option a vendor chooses for Web conferencing determines their selection for audio conferencing. iLinc has already made significant progress in selling audio conferencing to the iLinc customer base and we actively cross sell all of our products and services to all customers. We believe that another benefit of the integrated conferencing approach is customer retention. According to the same Frost and Sullivan report, when Web conferencing and audio conferencing are sold together as an integrated package there is a significant increase in retention of the audio conferencing service. We are continuing to create incentives for our audio customers to be both Web and audio customers to drive this retention. MARKET POSITION - DIFFERENTIATORS We view our position in the market as the best solution for the enterprise-wide buyer that has already adopted Web conferencing, as well as organizations that believe their usage of Web conferencing will grow quickly. As mentioned earlier, a growing number of these organizations are using four or more different vendors for Web or audio conferencing services and, therefore, not realizing the economies of scale that consolidating to one or two vendors for these services can provide. There are also other important considerations revolving around Web conferencing such as security and bandwidth availability that are forcing the buying decision for Web and audio conferencing out of the business units and into the IT department. We believe that our solution uniquely maps to critical IT requirements among these mature buyers in five important areas. First, we offer WEB CONFERENCING SOFTWARE WITH FLEXIBLE LICENSING OPTIONS that allows organizations to pay a one-time license fee to install the software inside of their environment, or to purchase perpetual licenses and have those licenses hosted in our co-location facility. We find this flexibility to be an important differentiator to address the needs of customers that are ready to make an enterprise-wide decision as well as customers that think their usage may grow throughout their organization. This licensing structure also enables us to maintain a consistent revenue stream of smaller sized purchases while also winning larger enterprise-wide deals that help substantially increase revenue growth. Second, as noted earlier, we provide a COMPLETELY INTEGRATED WEB, AUDIO, VIDEO AND VOICE-OVER IP CONFERENCING SOLUTION with what we believe to be a rich-feature set. According to Web conferencing analysts, as the industry moves beyond the boundaries imposed by the term "Web conferencing" to more of a rich media communications environment, those vendors that are ahead of the curve in terms of features and functionality will be around for the long-term survival. Vendors offering a "me too" solution are not expected to be active long-term competitors and are expected to disappear in the form of consolidation, acquisitions, or all together exit the market because of shrinking profits. Third, we offer the HIGHEST LEVEL OF DATA SECURITY commercially available. We believe that we are the only Web conferencing provider that offers a customer-hosted solution with a purchase license option and true point-to-point security with our unique combination of Advanced Encryption Standard ("AES") and secure socket layer (SSL). All information within a session can be transmitted between meeting attendees securely without any reduction in performance. This aspect of our software has been extremely attractive to government, military, and financial organizations as well as to the companies 25 that supply to these entities. We also believe that this solution combined with other aspects of our software enables us to be a more reliable solution than our Web conferencing software competitors. Our customers report that they are able to get more people into Web conferencing session regardless of whether they are connecting users from directly inside of a network or outside of a network. Importantly, the iLinc software also works in locked-down environment and is very successful getting through firewalls. Fourth, our solution is SUITABLE AND SCALABLE FOR ENTERPRISE-WIDE DEPLOYMENT. The iLinc Suite contains four modes that address the most common needs for business collaboration within the enterprise. We offer virtual classroom software with our LearnLinc mode, presentation and sales demonstration capabilities with MeetingLinc, customer support with SupportLinc, and a mode for Web casts and marketing events with ConferenceLinc. Each of these modes shares a common interface enabling users of one mode to easily understand any of our other modes. This reduces the learning curve for Web conferencing enterprise-wide roll out and we believe increases adoption success. All users can have access to all four modes of the suite. This is an important differentiation because our competition typically charges separate licensing fees for the use of separate modes. Giving users access to the full suite supports the natural migration of Web conferencing usage from department to department. Each of the modes has functionality built specifically for a particular type of activity. The most comprehensive feature set is included in LearnLinc, which we believe to be one the best virtual classroom training tools on the market. Industry analyst Bersin and Associates recently noted LearnLinc was "The first virtual classroom technology ever developed and still a technology leader today" in its May 2005 study. Fifth, we provide what we believe to be an EXCEPTIONAL "TOTAL COST OF OWNERSHIP" VALUE. Our software and services are competitively priced, but unlike our competitors, a customer's installation of our product is a very short and non-labor intensive process. Maintenance of our software also requires minimal attention from an IT perspective. Most of our Web conferencing software competitors require very complex and costly implementations. We believe that all of these factors make our solution compelling to organizations that have already adopted the practice of Web conferencing as a best practice as well as companies that are just starting to use Web conferencing, but anticipate that their usage will grow quickly. We recognize that in order to grow our market share we need to develop products that are easy to implement and that scale with our customer needs. RESULTS OF OPERATIONS In June of 2004, we executed an agreement to acquire substantially all of the assets of and assume certain scheduled liabilities of Glyphics Communications, Inc., a Utah based private company. The acquisition had a stated effective date of June 1, 2004 and was fully consummated on June 14, 2004. (See Note 11 above and Form 8-K/A on file related to the Glyphics transaction dated August 13, 2004.) See also "Additional Risk Factors That May Affect Our Operating Results and The Market Price of Our Common Stock." REVENUES FROM CONTINUING OPERATIONS Total revenues generated from continuing operations for the three months ended December 31, 2005 and December 31, 2004 were $3.3 million and $2.6 million, respectively, an overall increase of $706,000. This increase was the result of an increase of $142,000 in software license revenues and $417,000 in software and audio services revenues, combined with an increase of $147,000 in maintenance and professional services revenues. The overall increase was primarily the result of the planned growth in license revenues and audio services revenues from the Glyphics acquisition in the three months ended December 31, 2005 compared to the three months ended December 31, 2004, in combination with a small decrease in custom content development revenue. For the three months ended December 31, 2005 software license revenues were 26%, software and audio service revenues were 53% and maintenance and professional services revenues were 21% of total revenues, as compared to 27% for software license revenues, 52% for software and audio services revenues, and 21% for maintenance and professional services revenues for the same three months ended December 31, 2004. We expect software license revenue to become a larger percentage of total revenues as total revenues increase given our focus on the software Purchase Model, with a proportionate increase in maintenance and professional services revenues. Total revenues generated from continuing operations for the nine months ended December 31, 2005 and December 31, 2004 were $9.0 million and $7.3 million, respectively, an overall increase of $1.7 million. This increase was the result of a decrease of $220,000 in software license revenues, an increase of $1.7 million in software and audio services revenues in combination with an 26 increase of $202,000 in maintenance and professional services revenues. The overall increase was primarily the result of the inclusion of audio services revenue from the Glyphics acquisition for the full nine months ended December 31, 2005 compared to seven months of audio services revenue in the nine months ended December 31, 2004. For the nine months ended December 31, 2005 software license revenues were 24%, software and audio service revenues were 57% and maintenance and professional services revenues were 19% of total revenues, as compared to 32% for software license revenues, 48% for software and audio services revenues, and 20% for maintenance and professional services revenues for the same nine months ended December 31, 2004. These changes in product mix were primarily due to the inclusion of a full nine months of software and audio conferencing revenues resulting from the Glyphics acquisition. COST OF REVENUES FROM CONTINUING OPERATIONS The cost of software license revenues varies and is a function of the number of software licenses sold within the period. It consists primarily of royalty fees paid to third parties on sale of certain off-the-shelf products and the near negligible allocated costs for fulfillment and materials from the sale of the iLinc Suite of software on a Purchase Model basis. Cost of software license revenues for the three months ended December 31, 2005 and December 31, 2004 was $40,000 and $67,000, respectively, a decrease of $27,000 that was due to a reduction in the number of off-the-shelf sales made and therefore a corresponding reduction in the royalty due from those sales. Cost of software license revenues for the nine months ended December 31, 2005 and December 31, 2004 was $72,000 and $146,000, respectively, a decrease of $74,000 that was due to a reduction in the number of off-the-shelf sales made and therefore a corresponding reduction in the royalty due from those sales. Cost of software license revenues will remain a small fraction of software license revenues because the remaining royalty due is associated only with our off-the-shelf courses. Cost of software and audio services revenues uses a fully allocated overhead method that includes an allocation of salaries and allocable expenses resulting from the delivery of our hosted Web conferencing services, salaries and allocable expenses resulting from the delivery of our audio services organization including telephone operators, allocated facilities costs, allocated technical support costs for support services, together with direct telecommunication expenses for long distance and local dial tone connectivity, and finally allocable depreciation and amortization expenses that are attributable to providing these services. Cost of software and audio services revenues for the three months ended December 31, 2005 and December 31, 2004 was $959,000 and $1.1 million, respectively, a decrease of $137,000. This decrease was the result of a reduction in outside agent commissions of $40,000 and a reduction in royalties to off-the-shelf providers of $49,000. Additionally, as part of the Glyphics acquisition, we recorded estimates of assumed liabilities that might necessitate payment to certain Glyphics vendors. After further review and confirmation from certain of those Glyphics vendors, the Company determined that those liabilities would not be realized and therefore the liabilities were eliminated and a corresponding reduction of the expense was recorded as a one-time reduction in costs. Therefore, approximately $106,000 of the reduction in cost of revenues for the three months ended December 31, 2005 was as a result of this one-time liability elimination. This decrease was partially offset as the result of an increase in telecommunications and network costs of approximately $61,000. Cost of software and audio services revenues for the nine months ended December 31, 2005 and December 31, 2004 was $2.8 million and $2.7 million, respectively, an increase of $122,000. This increase was the result of higher telecommunications and network costs, and higher personnel and depreciation expense as a result of including the Glyphics audio business for the full nine months ended December 31, 2005 compared to seven months in the nine months ended December 31, 2004 in combination with one time Glyphics' liability eliminations of $356,000 and a reduction in royalties to off-the-shelf providers of $160,000 in the nine months ended December 31, 2005. Cost of maintenance and professional services revenues 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 expense. The largest and most variable component of this cost is the percentage of revenues fee paid to our third party custom content subcontractor that provides custom content services that contribute to custom content revenues. This third party subcontractor cost varies directly with custom content revenues, while the remaining portion of the cost of maintenance and professional services revenues remains relatively fixed. The cost of maintenance and professional services revenues for the three months 27 ended December 31, 2005 and December 31, 2004 was $237,000 and $217,000, respectively, an increase of $20,000. The increase was primarily the result of a change in the level of custom content services provided and the resulting percentage costs paid to that third party subcontractor. The cost of maintenance and professional services revenues for the nine months ended December 31, 2005 and December 31, 2004 was $535,000 and $599,000, respectively, a decrease of $64,000 that was primarily a change in the level of custom content services provided and the resulting percentage costs paid to that third party subcontractor. Amortization of acquired developed technology consists of amortization of software and identified intangible technology that was acquired in the Quisic, Mentergy and Glyphics acquisitions. Amortization of acquired technology for the three months ended December 31, 2005 and December 31, 2004 was $82,000 and $123,000, respectively, a decrease of $41,000. The decrease was related primarily to full and final amortization of the software associated with the Quisic acquisition in May of 2005 and the LearnLinc acquisition in October 2005. Amortization of acquired technology for the nine months ended December 31, 2005 and December 31, 2004 was $309,000 and $325,000, respectively, a decrease of $16,000 which was related primarily to the net of the inclusion of amortization of the software associated with the Glyphics acquisition in June of 2004 and the full and final amortization of the software associated with the Quisic acquisition in May of 2005 and the LearnLinc acquisition in October of 2005. GROSS PROFIT MARGIN Gross profit from continuing operations for the three months ended December 31, 2005 and December 31, 2004 was $2.0 million and $1.1 million, respectively, an overall increase of $891,000. The increase was a result of an overall increase in total revenues of $706,000. Gross profit from continuing operations for the nine months ended December 31, 2005 and December 31, 2004 was $5.2 million and $3.5 million, respectively, an overall increase of $1.7 million. The increase was a result of an overall increase in total revenues of $1.7 million. We expect to see continuing gains in gross profit margin as a result of continued emphasis on the sale of the iLinc Suite on a Purchase License basis on both a concurrent seat and iLinc Unlimited site license basis. In any given period should custom content revenues rise then we would expect a proportional increase in the cost of maintenance and professional services and a corresponding decrease in gross profit margin which would not be an indication of the potential profitability of the core iLinc Web and audio conferencing business. OPERATING EXPENSES FROM CONTINUING OPERATIONS In August of 2005, we announced the implementation of an organization-wide overhead reduction program. We began to see the savings in the September and December quarters that were a result of the implementation of that plan. We expect continued savings to be realized in the subsequent quarters from both this cost reduction program and our efforts with debt to equity conversions, but at a lesser rate due to the high level of fixed costs. Total operating expenses consist of research and development expenses, sales and marketing expenses, and general and administrative expenses. We incurred total operating expenses from continuing operations for the three months ended December 31, 2005 and December 31, 2004 of $1.5 million and $1.8 million, respectively, a decrease of $275,000. The decrease was the result of that overhead reduction program providing overall savings of $67,000 in research and development expenses, $192,000 in sales and marketing expenses and $16,000 in general and administrative expenses. Total operating expenses for the nine month ended December 31, 2005 and December 31, 2004 were $4.9 million and $6.5 million, respectively, a decrease of $1.5 million. The decrease was primarily the result of the overhead reduction providing savings of $104,000 in research and development expenses, $919,000 in sales and marketing expenses and $506,000 in general and administrative expenses. Research and development expenses represent expenses incurred in connection with the development of new software products, new software product versions and the development of other eLearning services. Those costs consist primarily of salaries and benefits, telecommunication allocations, rent allocations, computer equipment allocation and allocated depreciation and amortization expense. Research and development expenses from continuing operations for the three months ended December 31, 2005 and December 31, 2004 were $351,000 and $418,000, respectively, a decrease of $67,000. The decrease was a result of an overall decrease of $83,000 in salaries and benefits which was slightly offset by an increase in contract labor of $23,000 and a reduction of $6,000 in allocated telecommunication costs that were attributed to management's overall cost reduction program that was implemented in August of 2005, and which resulted in expenses remaining relatively flat as compared to 28 the second quarter of fiscal 2006. Research and development expenses from continuing operations for the nine months ended December 31, 2005 and December 31, 2004 were $1.1 million and $1.2 million, respectively, a decrease of $104,000. The slight decrease was a result of an overall decrease of $17,000 in salaries and benefits which was slightly offset by an increase in contract labor of $21,000 and a reduction of $53,000 in allocated telecommunication costs, a reduction of $17,000 in computer-related expenses, and a reduction of $36,000 in allocated facility and depreciation costs that were the result of management's overall cost reduction program that was implemented in August of 2005. 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 expense from continuing operations for the three months ended December 31, 2005 and December 31, 2004 was $701,000 and $893,000, respectively, a decrease of $192,000. The decrease was a result of an overall decrease of $130,000 in salaries and benefits, a reduction of $45,000 in marketing expenditures, an increase of $8,000 in consulting fees related to marketing efforts, and a reduction of $25,000 in overhead allocations for facilities costs. This reduction in overall overhead is the direct result of management's cost reduction program that was implemented in August of 2005, the effects of which resulted in continued savings in the third quarter of fiscal 2006. We expect to see slight declines in the coming quarter but not as dramatic a decline as we continue to invest in sales and marketing activities that we hope will lead to like gains in software license revenues and software and audio services revenues. Sales and marketing expense from continuing operations for the nine months ended December 31, 2005 and December 31, 2004 was $2.3 million and $3.2 million, respectively, a decrease of $919,000. The decrease was a result of an overall decrease of $454,000 in salaries and benefits, a reduction of $344,000 in marketing expenditures, a reduction of $43,000 in travel and entertainment costs and a reduction of $36,000 in general allocated costs like contract labor, recruiting of sales staff, and general facilities costs. The cost reductions over the nine month period were primarily accomplished during the six month period ended December 31, 2005 as a part of our overall cost reduction program implemented in August of 2005, with the exception of marketing expenses which were reduced in the first half of the six month period ended September 30, 2005 as we focused on internal campaigns to existing customers and less on recruitment of new software license customers. General and administrative expenses consist of company-wide expenses that are not directly related to research and development or sales and marketing, with the bulk of those general and administrative expenses comprised of executive salaries, rent and the costs associated with being a public company like accounting and legal costs. General and administrative expenses from continuing operations for the three months ended December 31, 2005 and December 31, 2004 were $485,000 and $501,000, respectively, a decrease of $16,000. The decrease was primarily the result of a reduction in tax liabilities of $93,000, of which $81,000 related to the release of a tax liability that was recorded as an estimate as part of the Glyphics acquisition. After further review and confirmation from the tax authority, the Company determined that the tax liability would not be realized and therefore the liability was eliminated and a corresponding reduction of the expense was recorded as a one-time reduction in costs. For the three month period, the decrease was also a result of a decrease in salaries and benefits to executive and other administrative staff of $4,000, a decrease of $20,000 in contract labor and a decrease of $24,000 in accounting fees. The overall decrease was offset by an increase in legal costs of $20,000, an increase in investor relations expenses of $30,000, an increase in bad debt expenses of $34,000 and an increase in consulting fees of $35,000. General and administrative expenses from continuing operations for the nine months ended December 31, 2005 and December 31, 2004 were $1.6 million and $2.1 million, respectively, a decrease of $506,000. This decrease included a decrease in salaries and benefits to executives and other administrative staff of $135,000, a decrease of $46,000 in recruiting fees, a decrease of $179,000 in accounting fees, and a reduction in costs associated with premises of $149,000, primarily offset by an increase in legal costs of $17,000, a decrease in investor relations expenses of $47,000, an overall increase in bad debt expenses of $54,000 and a decrease in other taxes of $85,000 over the nine month period. The cost reductions over the nine month period were primarily accomplished during the three month period ended September 30, 2005 as a part of the overall cost reduction program although these costs remained relatively flat in the third quarter 2006 as compared with the second quarter of 2006, with the exception of accounting and investor relation expenses that were reduced as a result of changes in our outside auditor and investor relation programs in the first half of this fiscal year. EARNINGS FROM OPERATIONS In August of 2005, we announced the implementation of an overall overhead reduction program. We began to see the savings that were a result of the implementation of that plan in the September quarter. As a continued result of that plan, we posted earnings from operations of $419,000 for the three months ended December 31, 2005 as compared to a loss from operations of $747,000 29 for the three months ended December 31, 2004, a positive change of $1.2 million. This change was primarily the result of overall cost savings of $185,000 in cost of revenues and $275,000 in operating expenses and increases due to gains in revenues of $706,000. As revenues continue to rise and our cost containment program continues to have an impact we expect continued improvement in earnings from operations. In addition, approximately $106,000 of the reduction in cost of sales and $81,000 of the reduction in operating expenses for the three months ended December 31, 2005 was as a result of a one-time liability elimination related to the Glyphics acquisition as discussed above. We posted income from operations for the nine months ended December 31, 2005 of $273,000 and a loss from operations for the nine months ended December 31, 2004 of $3.0 million, a positive change of $3.2 million. The cost reductions over the nine-month period were primarily accomplished during the three-month period ended September 30, 2005 as a part of our overall cost reduction program that was implemented for the most part in August of 2005. These cost reductions were maintained in the three-month period ended December 31, 2005. INTEREST EXPENSE AND EXPENSE FROM DEBT CONVERSION In order to clearly identify the difference between the interest expense that is paid in cash on our outstanding debt and the non-cash interest expense associated with the beneficial conversion features and conversion of our debt we have segregated and itemized those expenses. Interest expense from continuing operations paid on outstanding debt instruments for the three months ended December 31, 2005 and December 31, 2004 was $246,000 and $263,000, respectively, a decrease of $17,000 primarily as a result of debt conversions during the second quarter of fiscal 2006. We incurred non-cash interest expense for the three months ended December 31, 2005 and December 31, 2004 of $213,000 and $162,000, respectively, an increase of $51,000. Interest expense from continuing operations paid on outstanding debt instruments for the nine months ended December 31, 2005 and December 31, 2004 was $773,000 and $849,000, respectively, a decrease of $76,000 as a result of debt conversions mostly occurring in the quarter ending September 30, 2005. We incurred non-cash interest expense for the nine months ended December 31, 2005 and December 31, 2004 of $705,000 and $665,000, respectively, an increase of $40,000. INTEREST INCOME AND OTHER As part of the Glyphics acquisition, we recorded estimates of assumed liabilities that might necessitate payment to certain Glyphics vendors. The Company was able to negotiate settlements with certain of those vendors. As a result, the liabilities were eliminated and the corresponding reduction in costs of $167,000 was recorded as other income as a one-time reduction in costs for the three months ended December 31, 2005. GAIN ON THE SALES OF ASSETS We recorded gains on the sale of assets for the nine months ended December 31, 2005 and December 31, 2004, in the amount of $40,000 and $0, respectively, resulting from the sale to an existing partner of a portion of our off-the-shelf course library that we had acquired in the Quisic acquisition, in which we received $20,000 in cash and issued a note receivable for $20,000. INCOME TAX EXPENSE FROM CONTINUING OPERATIONS We disclosed no tax benefit on our Condensed Consolidated Statement of Operations during the three months and the nine months ended December 31, 2005 or 2004, respectively because we concluded that it was not likely that we would be able to recognize the tax asset available to us due to the lack of operating history in the Web conferencing and audio conferencing markets. Accordingly, since we are reporting a net loss for the nine months ended December 31, 2005, we have not recorded a tax expense for the net income reported for the three months ended December 31, 2005. At December 31, 2005 and March 31, 2005, we have net deferred tax assets of $12.2 million and $11.7 million, respectively, with corresponding valuation allowances. Our tax assets are scheduled to expire over a period of five to thirteen years. 30 RESULTS OF DISCONTINUED OPERATIONS Effective January 1, 2004, we discontinued our practice management services. Results of operations from this segment are presented as discontinued operations for the nine months ended December 31, 2005 and 2004 in accordance with SFAS 146 ACCOUNTING FOR COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES. Net income from discontinued operations for the three months ended December 31, 2005 and 2004 was $70,000 and $15,000, respectively. Net income from discontinued operations for the nine months ended December 31, 2005 and 2004 was $82,000 and $15,000, respectively. Cash flows provided by discontinued operations were $86,000 and $202,000 for the nine months ended December 31, 2005 and 2004, respectively. The Company collected the total outstanding principal on a note receivable in the amount of $65,000 that arose as a part of its discontinued operations. LIQUIDITY AND CAPITAL RESOURCES We have a working capital deficiency and have only recently posted earnings from operations and net income. We currently do not have existing working capital and had not until recently generated positive cash flows from operations. As a result, we may not have sufficient financial resources to satisfy our obligations as they come due in the near term. These matters, among others, including our limited operating history as a provider of Web and audio conferencing have caused our auditors to conclude in their report on our consolidated financial statements at and for the year ending March 31, 2005 that there is doubt about our ability to continue as a going concern. Our plan with regard to these matters includes the continued development, marketing and licensing of our products and services through both internal sales efforts and through external channel partnerships. We plan to expand where appropriate with external growth by acquisition, with those acquisitions possibly including direct and indirect providers of audio conferencing as well as Web conferencing products and services. Although we continue to pursue these plans, there is no assurance that we will continue to be successful in obtaining sufficient revenues from our Web and audio conferencing products and services to continue to generate profits or to provide adequate cash flows to sustain our operations. Our continuation as a company may be dependent on our ability to either raise additional capital, continue to increase sales and revenues, or generate positive cash flows from operations in order to maintain profitability. In order to increase our liquidity, we intend to restructure or extend existing obligations to reduce cash outflows for debt service, seek, if necessary, additional funding from the placement of debt or equity securities, and invest in further marketing and sales efforts that result in the sale of our high margin software products and services. However, there can be no assurance that our plans will be achieved or that we will be able to acquire additional sums. As of December 31, 2005, and March 31, 2005, we had a working capital deficit of $2.8 million and $4.3 million, a positive change of $1.4 million. Current assets included $618,000 in cash, $1.5 million in accounts receivable, and $187,000 in prepaid expenses. Current liabilities consisted of $864,000 of deferred revenue, $788,000 of current maturities of long-term debt and capital leases and $1.2 million in accounts payable and $2.3 million of accrued liabilities. Cash provided by operating activities from continuing operations was $385,000 during the nine months ended December 31, 2005 and cash used in operating activities was $2.4 million during the nine months ended December 31, 2004. Cash provided by operating activities from continuing operations during the nine months ended December 31, 2005 was primarily attributable to a net loss of $1.3 million, decreases in accounts payable of $671,000, increases in prepaid expenses of $118,000, and decreases in deferred revenue of $150,000. These items were partially offset by non-cash expenses and revenues of $2.3 million and decreases in accounts receivable of $340,000. Cash used in operating activities during the nine months ended December 31, 2004 was primarily attributable to a net loss of $4.4 million, increases in accounts receivable and prepaid expenses of $334,000 and $60,000, respectively and a decrease in deferred revenue of $26,000. These items were partially offset by increases in accounts payable and accrued liabilities of $470,000 and non-cash expenses and revenues of $2.0 million. 31 Cash used in investing activities from continuing operations was $133,000 for the nine months ended December 31, 2005, while cash used in investing activities from continuing operations was $541,000 for the nine months ended December 31, 2004. Cash used in investing activities during the nine months ended December 31, 2005 was due to capital expenditures of $52,000, payment on the Mentergy royalty earn-out of $100,000 and acquisition related expenses of $4,000 partially offset by $20,000 in proceeds from the sale of software and by $3,000 in collection on notes receivable. Cash used by investing activities for the nine months ended December 31, 2004 was due to $399,000 of acquisition related royalty expenses, $111,000 of capital expenditures, and $35,000 of deferred offering costs. Cash used in financing activities from continuing operations was $252,000 during the nine months ended December 31, 2005, while cash provided by financing activities from continuing operations was $2.8 million during the nine months ended December 31, 2004. Cash used in financing activities during the nine months ended December 31, 2005 was attributable to the repayment of debt and capital leases totaling $324,000, payment of preferred dividends of $91,000, and financing costs of $28,000, offset by $150,000 in proceeds from the issuance of Series B preferred stock and $41,000 proceeds from the exercise of outstanding warrants. Cash provided in financing activities during the nine months ended December 31, 2004 was primarily due to proceeds of $3.6 million related to the issuance of unsecured senior notes net of financing costs incurred and common stock of the Company in April 2004, offset by repayment of debt and capital leases of $739,000. INFORMATION RELATED TO ACQUISITIONS AND CAPITAL RAISE ACTIVITIES In connection with our initial public offering (IPO) in March of 1998, we issued notes to certain shareholders who had provided capital prior to the IPO. These notes were originally due in April of 2005 and required quarterly payments of interest only at the rate of 10%. During the first quarter of fiscal 2006, many of the noteholders agreed to extend the maturity date and accept installment payments that are due during the year ended March 31, 2006. The outstanding principal balance on these notes is $228,000 as of December 31, 2005. The Company has agreed to make installment payments totaling $228,000. As of December 31, 2005, the Company owed installment payments of $154,000 on those IPO Notes, with no claims of default by the holders of the IPO notes, other than RTT Investments. In March 2002, we completed a private placement offering (the "2002 Convertible Note Offering") that provided gross proceeds of $5,775,000. Under the terms of the 2002 Convertible Note Offering, we issued notes and warrants to purchase 5,775,000 shares of our common stock. These 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 note holders may convert their principal into shares of our common stock at the fixed price of $1.00 per share. We may force conversion of these notes into shares of our common stock at the fixed conversion price of $1.00, if at any time the 20 trading day average closing price of our common stock exceeds $3.00 per share. These notes are unsecured and subordinated to any present or future indebtedness without consent of the holder. Those warrants expired on March 29, 2005 without exercise. The exercise price of the warrants was $3.00 per share. The fair value of the warrants was estimated using the Black-Scholes pricing model with the following assumptions: contractual and expected life of three years, volatility of 75%, dividend yield of 0%, and a risk-free rate of 3.87%. The fair value was then used to calculate a discount of $1,132,000, which is being amortized as a component of interest expense of unsecured convertible redeemable subordinated notes over the ten-year term of the notes. Since the carrying value of the notes was 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 as interest expense over the ten year term of the notes. Upon conversion of a note, any remaining discount associated with the beneficial conversion feature of the converted notes will be expensed in full at the time of conversion. The common stock underlying these notes was registered with the SEC and may be sold if converted into common stock pursuant to a resale prospectus dated May 24, 2004. During fiscal 2004, holders with a principal balance totaling $150,000 converted their notes into 150,000 shares of our common stock at a price of $1.00 per share. Since April 1, 2005 holders with a principal balance of $525,000 have converted their notes and $7,652 of accrued interest into 1,971,088 shares of the Company's common stock at a price of $0.25, $0.26 and $0.30 per share. Since the actual conversion price for the convertible debt was less than the fixed conversion price of $1.00, the Company recorded conversion expense of $338,000 for the nine-month period ending December 31, 2005. As a result of the conversions since April 1, 2005, the Company accelerated the amortization of the deferred offering costs and the discount and beneficial conversion feature associated with the debt by expensing $50,000 and $137,000, respectively at the time of conversion. 32 On September 16, 2003, we completed our private placement of convertible Series A preferred stock with detachable warrants. We sold 30 units at $50,000 each and raised a total of $1,500,000. Each unit consisted of 5,000 shares of convertible Series A preferred stock, par value $0.001 and a warrant to purchase 25,000 shares of common stock. The convertible Series A preferred stock is convertible into our common stock at a price of $0.50 per share, and the warrants are immediately exercisable at a price of $1.50 per share with a three-year term. Accordingly, each share of Series A preferred stock is convertible into 20 shares of common stock and retains a $10 liquidation preference. We pay an 8% dividend to holders of the convertible Series A preferred stock, and the dividend is cumulative. The convertible Series A preferred stock is non-voting and non-participating. The shares of convertible 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 convertible Series A preferred stock was 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 are considered a deemed dividend in the calculation of loss per share. During the 2005 fiscal year, holders of 22,500 shares of Series A preferred stock converted those shares into 450,000 shares of our common stock. The underlying common stock that would be issued upon conversion of the Series A preferred stock and upon exercise of the associated warrants have been registered with the SEC and may be sold pursuant to a resale prospectus dated May 24, 2004. 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 were issued as a series of notes pursuant to a unit purchase and agency agreement. The senior notes are unsecured. The placement agent received a commission equal to 10% of the gross proceeds together with a warrant for the purchase of 163,455 shares of our common stock with an exercise price equal to 120% of the price paid by investors. The senior notes bear interest at a rate of 10% per annum and accrued interest is due and payable on a quarterly basis beginning July 15, 2004, 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 after July 15, 2005. The notes and common stock were 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 term of the notes which is approximately 39 months. The senior notes are unsecured obligations of the Company but are senior in right of payment to all our existing and future indebtedness. 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 totaling $225,000 converted their senior notes and accrued interest of $800 into 903,205 shares of our common stock at a price of $0.25 per share. Since the actual conversion price for the debt was greater than the market value of the stock at the date of conversion, the Company recorded a gain on conversion of $9,000 for the period ended December 31, 2005. Effective November 9, 2005, the placement agent exercised warrants for 163,455 shares of our common stock at a price of $0.25 per share, in which the Company received $41,000 in cash. The transaction resulted in an increase in deferred offering costs of $7,000 and an adjustment to additional paid-in capital of $7,000. The Company executed an agreement to acquire substantially all of the assets of and assume certain liabilities of Glyphics, a Utah based, private company that is a provider of comprehensive audio conferencing products and services. The acquisition had a stated effective date of June 1, 2004 and was fully consummated on June 14, 2004. The purchase price of $5.229 million was based on a multiple of the Glyphics' 2003 annual audited net audio conferencing business revenues (as defined in the asset purchase agreement). The purchase price was paid with the assumption of specific liabilities, with the balance paid using the Company's common stock at the fixed price of $1.05 per share. In exchange for the assets received, the Company assumed $2.466 million in debt and issued 2.8 million shares of its common stock at the date of acquisition. An additional 704,839 shares of the Company's common stock is currently being held in escrow and is subject to the claims of the Company for: (a) shortfalls in the audited audio conferencing revenues earned by the Company as compared to the audited audio conferencing business revenues of Glyphics, (b) the representations and warranties made by Glyphics' and its shareholders in the asset purchase agreement, and (c) the amount if any that the liabilities accrued or paid by the Company are in excess of those specifically scheduled and assumed as part of the asset purchase agreement. 33 Those contingent escrow shares are contractually required to be returned to the Company by the escrow agent in the event that those revenue performance targets and contingent liability requirements are not achieved. As of March 31, 2005, the Company had accrued certain liabilities in excess of those scheduled and therefore, will likely be making a claim against those escrow shares, but the performance revenue target had been met. The shares were registered with the SEC pursuant to a resale prospectus dated August 2, 2005. On September 30, 2005, we executed definitive agreements with nine investors to issue 70,000 unregistered shares of our Series B Preferred Stock, par value $0.001 (the "Preferred Stock") and warrants to purchase 700,000 shares of our common stock (the "Warrants") in a private transaction that was exempt from registration under Section 4(2) of the Securities Act of 1933. Of the total Preferred Stock issued, 15,000 shares of Preferred Stock with Warrants to purchase 150,000 shares of common stock were issued to four individuals in exchange for their cash investment of $150,000; 15,000 shares of Preferred Stock with Warrants to purchase 150,000 shares of common stock were issued to two vendors in exchange for an offset of their accounts payable balance in the amount of $150,000; and 40,000 shares of Preferred Stock with Warrants to purchase 400,000 shares of common stock (effective August 29, 2005 as previously disclosed on Form 8-K dated September 2, 2005) were issued to three institutional investors in exchange for the offset of accrued liabilities in the amount of $400,000 that arose from the Quisic acquisition. The Company recorded a gain in debt conversion of $50,000 associated with this transaction. The Preferred Stock bears an 8% dividend, was sold using a deemed $10.00 per share issue price, and is convertible into 2,800,000 shares of our common stock using a conversion price of $0.25 per share. The Warrants that are exercisable at an exercise price equal to $0.50 per share expire on the third anniversary of the issue date of September 30, 2005. CONTRACTUAL OBLIGATIONS The following schedule details all of our indebtedness and the required payments related to such obligations at December 31, 2005 (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 obligations .... $ 8,742 $ 670 $ 2,968 $ 2 $ 2 $ 5,100 Capital lease obligations ..... 118 118 -- -- -- -- Interest expense .............. 4,307 933 773 612 1,224 765 Operating lease obligations ... 858 608 250 -- -- -- Base salary commitments under employment agreements ................. 810 435 375 -- -- -- ------------------------------------------------------------------------------- Total contractual obligations . $14,835 $ 2,764 $ 4,366 $ 614 $ 1,226 $ 5,865 ===============================================================================
OFF BALANCE SHEET TRANSACTIONS We have no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unsolicited entities or other persons that have or may have a material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed 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 34 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. Our critical accounting policies and estimates are included in our annual report on Form 10-K for the year ended March 31, 2005 as filed with the SEC. ADDITIONAL RISK FACTORS THAT MAY AFFECT OUR OPERATING RESULTS AND THE MARKET PRICE OF OUR COMMON STOCK 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 HAVE A LIMITED OPERATING HISTORY, WHICH MAKES IT DIFFICULT TO EVALUATE OUR BUSINESS. We have a limited operating history in the Web conferencing and audio conferencing business. While the organizations that we have acquired have been engaged in their respective business for over five years, we only recently acquired those assets and have undertaken to integrate their assets into our operations at varying levels. Since the acquisition of these businesses, we have made significant changes to our product mix and service mix, our growth strategies, our sales and marketing plans, and other operational matters. Given our recent investment in technology, we cannot be certain that our business model and future operating performance will yield the results that we intend. In addition, the competitive and rapidly changing nature of the Web conferencing and audio conferencing markets makes it difficult for us to predict future results. Our business strategy may be unsuccessful and we may be unable to address the risks we face. 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 achieve or 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 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 AND MAY NOT REMAIN PROFITABLE. We have incurred substantial operating losses and have limited financial resources at our disposal. We have long-term obligations that we will not be able to satisfy without additional debt and/or equity capital and/or ultimately generating profits and cash flows from our Web conferencing and audio conferencing operations. If we are unable to remain profitable, we will face increasing demands for capital. We may not be successful in raising additional debt or equity capital and may not remain profitable. As a result, we may not have sufficient financial resources to satisfy our obligations as they come due in the short term. 35 OUR AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN. Our condensed consolidated financial statements have been prepared on a basis which assumes that we will continue as a going concern and which contemplates the realization of our assets and the satisfaction of our liabilities and commitments in the normal course of business. We have a significant working capital deficiency, and have historically suffered substantial recurring losses and negative cash flows from operations. These factors, among others, have caused our auditors to conclude in their report that there is substantial doubt as to our ability to continue as a going concern. Our plans with regard to these factors include continued development, marketing, and licensing of our Web conferencing and audio conferencing products and services through both internal growth and acquisition and the obtainment of additional capital. Although we continue to pursue these plans, there is no assurance that we will be successful in obtaining sufficient revenues from our products and services to provide adequate cash flows to sustain operations. Our continuation is dependent on our ability to raise additional equity or debt capital, to increase our Web conferencing and audio conferencing revenues, to generate positive cash flows from operations and to achieve profitability. The condensed consolidated financial statements do not include any adjustments related to the recoverability of assets and classification of liabilities that might result from the outcome of this uncertainty. LISTING QUALIFICATIONS MAY NOT BE MET. The American Stock Exchange's continued listing standards require that we maintain stockholders' equity of at least $4.0 million if we have losses from continuing operations and/or net losses in three of our four most recent fiscal years. We have sustained losses in three of our four most recent fiscal years and therefore must maintain stockholders' equity of at least $4.0 million. If now or in the future, we fail to maintain a sufficient level of stockholders' equity in compliance with those and other listing standards of the American Stock Exchange then we would be required to submit a plan to the American Stock Exchange describing how we intended to regain compliance with the requirements. DILUTION TO EXISTING STOCKHOLDERS WILL OCCUR UPON ISSUANCE OF SHARES WE HAVE RESERVED FOR FUTURE ISSUANCE. On December 31, 2005, 28,615,035 shares of our common stock were issued, of which 1,432,412 were held in treasury, and 17,151,292 additional shares of our common stock were reserved for issuance in the form of warrants, convertible notes and 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, 36 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, PARTICULARLY AS A RESULT OF RECENT ANNOUNCEMENTS FROM LARGE SOFTWARE COMPANIES. 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 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 ASP 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. 37 SALES IN FOREIGN JURISDICTIONS BY US AND OUR INTERNATIONAL DISTRIBUTOR NETWORK MAY RESULT IN UNANTICIPATED COSTS. We continue to expand internationally through our value added reseller network and OEM partners. 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. We acquired our Web conferencing software and business in November of 2002 and we acquired our audio conferencing business in June of 2004. With our focus on those products and services, our growth depends on our ability to continue to develop new features, products, and services around that software and product line. 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. 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 public companies to include in their annual reports on Form 10-K for fiscal years ending after July 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. 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 internal controls are not designed or operating effectively as required by Section 404, our accounting firm may either disclaim an opinion as it is related to management's assessment of the effectiveness of its internal controls or may issue a qualified opinion on the 38 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 ARE EXPOSED TO RISKS RELATING TO THE EFFECTIVENESS OF OUR INTERNAL CONTROLS On August 11, 2004, our independent registered public accountants orally notified our Audit Committee that they had identified significant deficiencies regarding our internal controls. The deficiencies noted were lack of sufficient management oversight over and the proper segregation of duties of the accounting department. On November 12, 2004, our independent registered public accountants orally notified our Audit Committee that they had identified a material weakness regarding our internal controls. The material weakness noted was the lack of sufficient control over the sales order and revenue recognition process. Our management evaluated the design and operation of our disclosure controls and procedures as of December 31, 2004 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, or the Exchange Act, and the rules and forms of the Securities and Exchange Commission. Management, including our 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-14(c) and 15d-14(c), were not effective as of December 31, 2004. Following the August 11, 2004 notification regarding significant deficiencies in accounting controls related to management oversight and proper segregation of duties in the accounting department, we took the following actions: o We hired a new CFO and a new controller replacing the interim-CFO and replacing the VP of Finance; o We hired a new A/P clerk and added a dedicated A/R clerk to supplement the accounting staff, further segregating functions to the extent possible in a small organization; o We restructured the roles of the new controller in combination with a change in the reporting procedures for the A/P clerk and A/R clerk to strengthen the reporting structures and internal control procedures; o We implemented new sign-off procedures for sales agreements to require multiple party sign-off from both the sales and finance departments; and o We added to our CRM software the ability to gain access to view sales contracts and recorded purchase information in that system as well as the accounting systems. In response to the November 12, 2004 notification regarding the material weakness regarding our internal controls, we implemented steps to prevent failure to communicate changes in standard forms of customer contracts in the future and strengthen our internal controls related to contract management and its impact on revenue recognition. We have put procedures into place to prevent modification of our standard form of software license agreements without due and proper notice to all parties, including our accounting group. Other steps to correct and prevent this material weakness in the future include: o New controls over the modification of electronic contracts adding limited password protection; o The electronic receipt of contracts from customers directly to both the sales and accounting groups simultaneously; o The numbering of contracts and order forms to provide a stronger audit trail; o The electronic storage of all customers' contracts providing real-time access; o The notification of the accounting department by the sales or legal departments should modification of license agreements occur; and o Remedial training of the sales group on the impact of changes to the software license agreement. o A further segregation of duties was also implemented to better control contract workflow as follows: o A supervisor from the sales team must approve all sales orders before they are accepted by the sales department, and a supervisor from the accounting group must approve all orders that exceed $10,000 before they are accepted as a valid sale of the company; o An order processing clerk verifies that the appropriate customer and Company authorizations have been obtained; o The approved sales order is transmitted to the customer service department for order fulfillment; 39 o Notification of fulfillment of the order is sent to both the sales and accounting departments; and o Before revenue is recognized on any sales order, the controller verifies that the sales order was properly approved by the customer and the Company, verifies that changes, if any, to the standard license agreement have been properly documented in writing and in the customer's electronic file and thereafter records revenue based upon the approved and verified documentation. We believe that the steps we have taken adequately address the significant deficiencies and material weaknesses identified by our independent registered public accountants. However, we may experience control deficiencies or weaknesses in the future, which could adversely impact the accuracy and timeliness of our future financial reporting as well as reports and filings we make with the SEC. 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. OUR CURRENT STOCK COMPENSATION EXPENSE NEGATIVELY IMPACTS OUR EARNINGS, AND WHEN WE ARE REQUIRED TO REPORT THE FAIR VALUE OF EMPLOYEE STOCK OPTIONS AS AN EXPENSE IN CONJUNCTION WITH THE NEW ACCOUNTING STANDARDS, OUR EARNINGS WILL BE ADVERSELY AFFECTED, WHICH MAY CAUSE OUR STOCK PRICE TO DECLINE. Under our current accounting practice, stock compensation expense is recorded on the date of the grant only if the current market price of the underlying stock exceeds the exercise price. Beginning with the fiscal quarter beginning April 1, 2006, we will be required to report all employee stock options as an expense based on a change in the accounting standards and our earnings will be negatively impacted, which could adversely affect prevailing market prices for our common stock and increase our anticipated net losses. 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 December 31, 2005, the carrying value of our outstanding convertible redeemable subordinated notes and unsecured senior notes was approximately $8.3 million at fixed interest rates of 10% to 12%. In certain circumstances, we may redeem this long-term debt. Our other components of indebtedness of $452,000 bear interest rates of 6% to 26.99%. Increases in interest rates could increase the interest expense associated with future borrowings, if any. We do not hedge against interest rate increases. ITEM 4. CONTROLS AND PROCEDURES We evaluated the design and operation of our disclosure controls and procedures as of December 31, 2005 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, and the rules 40 and forms of the Securities and Exchange Commission. Management, including our 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 our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Our disclosure and control systems are designed to provide reasonable assurance of achieving their objectives, and our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures provide reasonable assurance of achieving their objectives. However, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. During the third quarter ended December 31, 2005, 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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None ITEM 3. DEFAULTS OF SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None 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(7) Restated Certificate of Incorporation of the Company 3.4(7) Amendment of Bylaws of the Company 3.5(8) Restated Certificate of Incorporation of the Company 3.6(14) Certificate of Designations of Series A Preferred Stock 3.7(15) Certificate of Amendment of Restated Certificate of Incorporation of the Company 41 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(7) Form of certificate evidencing ownership of Common Stock of the Company 4.7(8) Form of Convertible Redeemable Subordinated Note 4.9(14) Form of Redeemable Warrant (2003 Private Placement Offering) *10.1(20) The Company's amended and restated stock compensation plan *10.9(7) Employment Agreement dated November 12, 2000 between the Company and James M. Powers, Jr. +*10.11(19) Employment Agreement dated February 15, 2001 between the Company and James L. Dunn, Jr. with Amendments 10.14(9) Plan of Reorganization and Agreement of Merger by and among the Company, Edge Acquisition Subsidiary, Inc. and the Stockholders of Learning-Edge, Inc. 10.15(10) Plan of Reorganization and Agreement of Merger by and among the Company, TW Acquisition Subsidiary, Inc., ThoughtWare Technologies, Inc. and the Series B Preferred Stockholder of ThoughtWare Technologies, Inc. 10.16(11) Asset Purchase Agreement by and among the Company and Quisic Corporation. Common Stock Purchase Agreement by and between the Company, Investor Growth Capital Limited, A Guernsey Corporation and Investor Group, L.P., A Guernsey Limited Partnership and Leeds Equity Partners III, L.P. 10.16(12) Asset Purchase Agreement by and among the Company, and Mentergy, Inc. and its wholly-owned subsidiaries, LearnLinc Corp and Gilat-Allen Communications, Inc. 10.17(14) Subcontractor Agreement between the Company and Interactive Alchemy, Inc. *10.18(17) Employment Agreement dated January 6, 2004 between the Company and Nathan Cocozza 10.19(17) Note Purchase Agreement dated February 12, 2004 between the Company and certain creditors 10.20(17) Unit Purchase and Agency Agreement dated April 19, 2004 between the Company and Cerberus Financial, Inc. 10.21(17) Placement Agency Agreement dated March 10, 2004 between the Company and Peacock, Hislop, Staley, and Given, Inc. 10.22(16) Asset Purchase Agreement and Plan of Reorganization by and between the Company and Glyphics Communications, Inc. *10.23(18) Employment Agreement dated June 1, 2004 between the Company and Gary L. Moulton *10.24(18) Employment Agreement dated July 19, 2004 between the Company and John S. Hodgson *10.25(19) Employment Agreement dated March 14, 2005 between the Company and David Iannini 14.1(18) Code of Ethics 16(13) 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 Registration Statement on Form S-4 (No. 333-78535), and incorporated herein by reference. (3) Previously filed as an exhibit to iLinc's Registration Statement on Form S-4 (No. 333-64665), and incorporated herein by reference. (4) Previously filed as an exhibit to iLinc's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1998. (5) Previously filed as an exhibit to iLinc's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1998. (6) Previously filed as an exhibit to iLinc's Annual Report on Form 10-K for the year ended March 31, 2000. (7) Previously filed as an exhibit to iLinc's Annual Report on Form 10-K for the year ended March 31, 2001. (8) Previously filed as an exhibit to iLinc's Annual Report on Form 10-K for the year ended March 31, 2002. (9) Previously filed as an exhibit to iLinc's Form 8-K filed October 16, 2001. (10) Previously filed as an exhibit to iLinc's Form 8-K filed January 30, 2002. (11) Previously filed as an exhibit to iLinc's Form 8-K filed July 2, 2002. 42 (12) Previously filed as an exhibit to iLinc's Form 8-K filed December 20, 2002. (13) Previously filed as an exhibit to iLinc's Form 8-K filed April 3, 2003. (14) Previously filed as an exhibit to iLinc's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2003. (15) Previously filed as an exhibit to iLinc's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2003. (16) Previously filed as an exhibit to iLinc's Form 8-K filed June 14, 2004. (17) Previously filed as an exhibit to iLinc's Annual Report on Form 10-K for the year ended March 31, 2004. (18) Previously filed as an exhibit to iLinc's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004. (19) Previously filed as an exhibit to iLinc's Annual Report on Form 10-K for the year ended March 31, 2005. (20) Previously filed as an exhibit to iLinc's Annual Proxy Statement dated July 14, 2005. * 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 43 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: February 14, 2006 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 44 EX-10.11 2 ilinc_10qex10-11.txt EXHIBIT 10.11 EMPLOYMENT AGREEMENT Employment Agreement (the "Agreement"), dated as hereinafter indicated to be effective on February 15, 2001 (the "Effective Date"), by and between e-dentist.com, Inc., a Delaware corporation (the "Company"), and James Dunn, Jr. ("Employee"). WHEREAS, the parties hereto had entered into that certain Employment Agreement, dated July 12, 1997 as amended on April 22, 1998, among the Company and Employee (the "Prior Agreement"); and, WHEREAS, the Company and Employee wish to continue the employment of Employee on the terms and conditions described herein with this Agreement superceding and wholly replacing the Prior Agreement including subsequent Amendments in its entirety; NOW THEREFORE, in consideration of the mutual premises and conditions contained herein, the parties hereto agree as follows: Section 1. EMPLOYMENT. The Company hereby agrees to employ Employee, and Employee hereby accepts employment by the Company, upon the terms and subject to the conditions hereinafter set forth. Section 2. DUTIES. Employee shall serve as the Senior Vice President, General Counsel and Chief Development Officer of the Company (the "Position") reporting to the Company's President. Employee's duties and powers shall be those consistent with the office of the Position, with such additional duties or titles as mutually determined necessary or appropriate from time to time by the Company's President. Employee agrees to devote his full time and best efforts to the Company in the performance of his duties. All of the Employee's powers and authorities shall be subject to the reasonable direction and control of the President. Employee acknowledges that the executive offices of the Company will be located in Phoenix, Arizona and he shall perform his duties under this Agreement from those executive offices. Section 3. TERM. Except as otherwise provided in Section 6 hereof, the term of this Agreement shall be for two (2) years ("Term"), beginning on the Effective Date (also referred to as the "Commencement Date"). Unless and until terminated as provided for in Section 6, this Agreement shall automatically extend and renew on each annual anniversary of the Effective Date by adding one (1) year to the Term from year to year until terminated. Section 4. COMPENSATION AND BENEFITS. In consideration for the services of the Employee hereunder, the Company will compensate Employee as follows: (a) BASE SALARY. During the Term of this Agreement and until terminated, Employee shall receive a monthly MINIMUM base salary (the "Base Salary") equal to the greater of: (i) twelve thousand five hundred and 00/100 dollars ($12,500.00) per month; or (ii) such amount as determined by the President in writing. Employee's Base Salary shall be paid in accordance with Company's standard policy regarding payment of compensation to employees but no less frequently than monthly. (b) BONUS. Commencing with the fiscal year beginning April 1, 2000 and continuing from year to year until this Agreement is terminated, Employee shall be eligible to receive a cash bonus each year during the term of this Agreement determined in accordance with the Management Incentive Compensation Plan as amended from time to time, a copy of which is attached as Exhibit "A". Such bonus shall be payable by the Company to Employee as provided for in the Management Incentive Compensation Plan. (c) BENEFITS. The Company shall grant Employee options to purchase shares of the Company's Common Stock in such amounts, with such vesting and at such prices as determined by the President all in accordance with the terms of a Stock Option Agreement, and in the general form of option agreement attached as Exhibit "B". In addition, during the term of this Agreement, Employee shall be allowed to participate in, and be entitled to benefits, plans and programs, including improvements or modifications of the same, which are now, or may hereafter be, those available to officers or employees of a like position ("Executives"). Employee shall be entitled to medical, dental and retirement benefits which are generally made available to Executives, provided further that Employer will pay the total premium costs associated with the medical and dental insurance, not including deductibles and/or co-payments, covering the health of Employee, Employee's spouse and Employee's dependants. Medical, dental and disability insurance already effective shall remain in force, or if not shall become effective on the first day of the month following the Commencement Date. During each year of his employment Employee shall be entitled to three (3) weeks of vacation, and such other days of compensated absences, (i.e. sick leave or personal days) in accordance with the Company's policies and procedures as determined from time to time by the President. Section 5. EXPENSES. It is acknowledged by the parties that Employee, in connection with the services to be performed by him pursuant to the terms of this Agreement, will be required to make payments for travel, entertainment of business associates, mobile telephone and similar expenses (the "Out of Pocket Expenses"). The Company will reimburse Employee for all reasonable and necessary Out of Pocket Expenses incurred by Employee in the performance of his duties. Employee will comply with such budget limitations, approval and reporting requirements with respect to such Out of Pocket Expenses as the Company may establish from time to time. The Company Prior to execution of this Agreement will obtain and maintain, for so long as Employee is employed by the Company and provides legal services to the Company, legal malpractice insurance which will indemnify and protect Employee and Employer from claims by persons that Employee committed errors, omissions, or malpractice during the delivery of legal services to the Company or any other person. The premiums associated with such malpractice insurance shall be paid by the Company. The Company may select the insurance carrier provided that the policy limits meet or exceed existing policy terms and limits and the insurance covers claims which occur while Employee is associated with the Company. Upon termination of this Agreement, Employee shall be permitted to obtain tail coverage if available from the insurance carrier. The Company agrees to provide notice to Employee if that malpractice insurance is going to be canceled or lapse. In the event that the Company relocates its corporate offices or Employee is asked to move to other corporate offices outside of the Phoenix, Arizona area, then Employee shall be entitled to reimbursement of the costs of relocation described on Exhibit "C". Section 6. TERMINATION. Employee's employment hereunder will commence on the Commencement Date and continue until the end of the Term including any renewals thereof, except that the employment of Employee hereunder will terminate upon the occurrence of the following events: (a) Death or Disability. Employee's employment will terminate immediately upon the death of Employee during the term of his employment hereunder or, at the option of the Company, in the event of Employee's disability, upon 30 days notice to Employee. Employee will be deemed "disabled" if, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been continuously absent from his duties with the company on a full-time basis for 120 consecutive business days, and Employee shall not reasonably be expected to be able to resume his duties within 60 days of the end of such 120 day period. In the event of the termination of this Agreement pursuant to this subsection 6(a), Employee will not be entitled to any Severance Amount (as hereinafter defined) or other compensation except for any portion of his base salary accrued but unpaid from the last monthly payment date to the date of termination and expense reimbursements under Section 5 hereof or for expenses incurred in the performance of his duties hereunder prior to termination. (b) For Cause. The Company may terminate the Employee's employment for "Cause" immediately upon written notice by the Company to Employee. For purposes of this Agreement, a termination will be for Cause if: (i) Employee willfully and continuously fails to perform his duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness); (ii) Employee willfully engages in gross misconduct materially and demonstrably injurious to the Company; or (iii) Employee has been convicted of a felony which the President reasonably believes will result in injury to the Company or which would disqualify employee for coverage by the Company's surety bond. IN the event of the termination of this Agreement pursuant to this sub-section 6(b), Employee will not be entitled to any Severance Amount (as hereinafter defined) or further consideration, except for any portion of the base salary accrued but unpaid from the last monthly payment date to the date of Termination and expense reimbursements under Section 5 hereof for expenses incurred in the performance of his duties hereunder prior to termination. (c) By Company Without Cause. The Company may terminate this Agreement during the Term at any time for any reason without cause. It shall be deemed a termination without cause if Company changes the Position of Employee without Employee's prior written consent. In the event of the termination of this Agreement pursuant to this subsection, the Company will pay Employee, as Employee's sole remedy in connection with such termination, severance in the amount determined by multiplying Employee's monthly base salary at the rate in effect immediately preceding the termination of Employee's employment by twelve (12) months (the "Severance Amount"). The Company will also pay Employee the portion of his base salary accrued but unpaid from the last monthly payment date to the date of termination and expense reimbursements under Section 5 hereof for expenses incurred in the performance of his duties hereunder prior to termination. The Company will pay the Severance Amount in a lump sum and within thirty (30) days of the Employee's last day of employment. The Company will not be entitled to offset or mitigate the amount due under this subsection by any other amounts payable to Employee, including amounts payable or paid to Employee by third parties for Employee's services after the date of termination, except as provided for otherwise in Section 10(b) hereinafter. (d) CHANGE OF CONTROL. Notwithstanding anything to the contrary contained in this Section 6, in the event Employee's employment with the Company terminates for any reason (other than death or disability) within the twelve (12) month period following a Change of Control (as defined hereafter), then the Company will pay Employee a lump sum payment (the "Termination Payment") in cash equal to the amount of the Severance Amount; plus, the amount of Employee's base salary accrued but unpaid and any expense reimbursement for expenses incurred in the performance of the duties described herein prior to the termination date. A "Change of Control" shall be deemed to have occurred: (i) when in a single transaction or a series of transactions a change of stock ownership of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any successor item of a similar nature has occurred; or (ii) upon the acquisition of beneficial ownership, directly or indirectly, by any person (as such term is used in Section 13(d) and 14(d)(2) of the Exchange Act of securities of the Company) in a single transaction or a series of transactions representing 33% or more of the combined voting power of the Company's then outstanding securities; or (iii) sale of substantially all of the assets of the Company in a single transaction or a series of transactions; or (iv) removal by the Company from the Position identified herein without Employee's prior written consent ; provided that a Change in Control will not be deemed to have occurred for purposes of clauses (i) and (ii) hereof with respect to any person meeting the requirements of Rule 13d-1(b)(1) promulgated under the Securities Exchange Act of 1934, as amended. The Company shall pay the Termination Payment to Employee upon written notice by Employee. The Termination Payment due under this Section will not be affected by the manner in which Employee's employment is terminated and accordingly will be whether the Change of Control occur after termination of this Agreement and whether Employee's termination of employment is voluntary, involuntary, for cause, or without cause. Section 7. EFFECT OF TERMINATION ON OPTIONS. If Employee is terminated "for cause" under Section 6(b) above, then the effect of the termination of the Employee's employment on such options shall be determined by the terms of the option plan under which the options are issued and the option agreement related to such options, except that Employee shall retain those options which are already vested and shall have ninety (90) days to exercise those vested options. Notwithstanding anything to the contrary herein or in any option agreement, in the event of: (a) a Change of Control, or (b) termination of this Agreement for any reason (except if "for cause"), then the Options issued and outstanding to Employee shall immediately vest (100%), and the Employee may exercise his options at any time during the original term of the option agreement (as defined therein), and such termination of this Agreement shall not cause termination or expiration of the options. Section 8. CONFIDENTIAL INFORMATION. Employee recognizes and acknowledges that certain assets of the Company and its affiliates, including without limitation information regarding customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets (herein called "Confidential Information") are valuable, special and unique assets of the Company and its affiliates. Employee will not, during or after the term of his employment, disclose any of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, except as may be required pursuant to his employment hereunder, unless and until such Confidential Information becomes publicly available other than as a consequence of the breach by Employee of his confidentiality obligations hereunder. In the Event of the termination of his employment, whether voluntary or involuntary, and whether by the Company or Employee, Employee will deliver to the Company all documents and data pertaining to the Confidential Information and will not take with him any documents or data of any kind or any reproductions (in whole or in part) of any items relating to the Confidential Information. Section 9. NONCOMPETITION. Until one year after termination of Employee's employment with the Company for any reason, whether voluntary or involuntary, Employee will not: (i) engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which are directly competitive with the Company and which were either conducted by the Company at the time of Employee's termination or "Proposed to be Conducted" (as defined herein) by the Company at the time of such termination (the "Designated Industry"); (ii) divert to any competitor of the Company in the Designated Industry any customer of Employee or, (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the Designated Industry. The parties hereto acknowledge that Employee's non-competition obligations hereunder will not preclude Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry or (ii) serving as an officer, director, stockholder or employee of an entity engaged in the healthcare industry whose business operations are not competitive with those of the Company. "Proposed to be Conducted," as used herein, shall mean those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Company takes material action to implement within 12 months of the termination of Employee's employment. Employee will continue to be bound by the provisions of this Section 9 until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 will be considered divisible and will become and be immediately amended to only such area, duration, scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 9 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein. Section 10. GENERAL. (a) NOTICES. All notices and other communications hereunder will be in writing or by written telecommunication, and will be deemed to have been duly given if delivered personally or if mailed by certified mail, return receipt requested or by written telecommunication, to the relevant address set forth below, or to such other address as the recipient of such notice or communication will have specified to the other party hereto in accordance with this Section 10(a): If to the Company, to: With a copy to: e-dentist.com, Inc. Jackson Walker, L.L.P. 2999 N. 44th Street, Suite 650 901 Main Street, Suite 6000 Phoenix, Arizona 85018 Dallas, Texas 75202Attn: Attn: CHIEF EXECUTIVE OFFICER James S. Ryan, III Fax No.: (602) 952-0544 Fax No. (214) 953-5822 If to Employee, to: James Dunn Jr. 6902 East Evans Scottsdale, AZ 85254 (b) WITHHOLDING AND OFFSET. All payments required to be made by the Company under this Agreement to Employee will be subject to the withholding of such amounts, if any, relating to federal, state and local taxes as may be required by law. No payment under this Agreement will be subject to offset or reduction attributable to any amount Employee may owe to the Company or any other person. (c) EQUITABLE REMEDIES. Each of the parties hereto acknowledges and agrees that upon any breach by Employee of his obligations under any of the Sections 8 and 9 hereof, the Company will have no adequate remedy at law, and accordingly will be entitled to specific performance and other appropriate injunctive and equitable relief. (d) SEVERABILITY. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision will be fully severable and this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof; and the remaining provisions hereof will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as part of this Agreement a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. Any and all covenants and obligations of either party hereto which by their terms or by reasonable implication are to be performed, in whole or in part, after the termination of this Agreement, shall survive such termination, including specifically the obligations arising under Sections: 6, 7, 8 and 9. (e) WAIVERS. No delay or omission by either party hereto in exercising any right, power or privilege hereunder will impair such right, power or privilege, nor will any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege. (f) COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. (g) CAPTIONS. The captions in this Agreement are for convenience of reference only and will not limit or otherwise affect any of the terms or provisions hereof. (h) REFERENCE TO AGREEMENT. Use of the words "herein," "hereof;" "hereto " and the like in this Agreement refer to this Agreement only as a whole and not to any particular subsection or provision of this Agreement, unless otherwise noted. (i) BINDING AGREEMENT. This Agreement will be binding upon and inure to the benefit of the parties and will be enforceable by the personal representatives and heirs of Employee and the successors of the Company. If Employee dies while any amounts would still be payable to him hereunder, such amounts will be paid to Employee's estate. This Agreement is not otherwise assignable by Employee. (j) ENTIRE AGREEMENT. Except as provided in the benefit plans and programs referenced herein, this Agreement contains the entire understanding of the parties, supersedes all prior agreements and understandings relating to the subject matter hereof and may not be amended except by a written instrument hereafter signed by each of the parties hereto. (k) GOVERNING LAW. This Agreement and the performance hereof will be construed and governed in accordance with the laws of the State of Arizona, without regard to its choice of law principles. Any modification of this Agreement shall be effective only if it is in writing and signed by the parties hereto. (1) ATTORNEY'S FEES. If legal action is commenced by either party to enforce or defend its rights under this Agreement, the prevailing party in such action shall be entitled to recover its costs and reasonable attorneys' fees in addition to any other relief granted. If either party commences legal action or arbitration to enforce or defend its rights under this Agreement, the prevailing party in such action shall be entitled to recover its costs, including travel, lodging and meals for itself, counsel and witnesses, actual witness fees paid and legal fees actually paid, including costs of associating local counsel with regular counsel, if actually paid. Section 11. BINDING ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled exclusively by arbitration in Phoenix, Arizona, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. A sole arbitrator shall conduct Arbitration and he or she shall render his or her award within forty five (45) days of appointment. Judgment upon the award rendered by the arbitrator may be entered in, and enforced by, any court having jurisdiction thereof. The award of the arbitrator may grant any relief available to the parties in law or in equity; and the award may contain a provision for payment of costs and attorney's fees to the prevailing party, if any. EXECUTED as of the date and year first written above. e-dentist.com, inc. By: /s/James M. Powers, Jr. -------------------------- Its: President ------------------------- EMPLOYEE: /s/James Dunn Jr. ----------------------------- James Dunn Jr. Date: February 16, 2001 ----------------------- Amendment No. 3 to Employment Agreement Of James L. Dunn, Jr. This amendment (the "Third Amendment") to that employment agreement dated February 15, 2001 (the "Employment Agreement"), by and between iLinc Communications, Inc. (formerly EDT Learning, Inc.), a Delaware corporation (the "Company"), and James Dunn, Jr. ("Employee") with this amendment being effective on December 15, 2005 (the "Effective Date"). Whereas, Employee wishes to modify the Employment Agreement to provide for his continued employment with the Company, but provided for his ability to live in Texas outside the corporate headquarters in Phoenix, Arizona; and, Whereas, the Company wishes to retain the services of Employee and continue to receive the benefit of his services, whether or not residing in Arizona; Now Therefore, in exchange for the mutual promises contained in the Employment Agreement and this Amendment, the Company and Employee agree as follows: 1. The prior amendment to Employee's Agreement dated July 16, 2003 (the "First Amendment") and the prior amendment to Employee's Agreement dated to be effective June 1, 2004 (the "Second Amendment") shall upon execution of this Third Amendment be terminated and have no further effect. 2. The terms of his Employment Agreement shall be modified as follows: a. The following shall be added to the end of Section 2 (Duties): "Notwithstanding the foregoing Employee may work from a remote office in Texas away from the Company's corporate headquarters." b. The following sentence shall be added as Subsection (b) of Section 10 (Withholding and Offset): "While this Agreement remains in effect and when Employee is a resident of Texas, Employee shall not work for any third party (i.e., moonlighting is prohibited), and furthermore should Employee work for a third party other than Company, then the Company shall be entitled to offset any compensation due hereunder by the amount of any compensation paid to Employee from that third party employer." c. The following shall be added to the end of Subsection (c) of Section 6 (Termination): "Provided further that should a Change of Control occur and Employee obtain employment with the successor organization in a comparable position, then the Company shall not be responsible for payment of the Severance Amount." All other provisions of the Employment Agreement of Employee shall remain unchanged and in full force and effect. iLinc Communications, Inc. Employee: By: /s/ James M. Powers, Jr. /s/ James L. Dunn, Jr. ----------------------- -------------------------- James M. Powers, Jr. James L. Dunn, Jr. President Date: 1/11/06 Date: 1/11/06 ---------------------- -------------------- EX-31.1 3 ilinc_10qex31-1.txt EXHIBIT 31.1 CERTIFICATION I, James M. Powers, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of iLinc Communications, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting By: /s/ James M. Powers, Jr. ---------------------------- James M. Powers, Jr. Chairman of the Board, President and Chief Executive Officer February 14, 2006 45 EX-31.2 4 ilinc_10qex31-2.txt EXHIBIT 31.2 CERTIFICATION I, James L. Dunn, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of iLinc Communications, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting By: /s/ James L. Dunn, Jr. ----------------------------------------- James L. Dunn, Jr. Senior Vice President and Chief Financial Officer February 14, 2006 46 EX-32.1 5 ilinc_10qex32-1.txt EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of iLinc Communications, Inc. (the Company) on Form 10-Q for the period ending December 31, 2005 as filed with the Securities Exchange Commission on the date here of (the Report). I, James M. Powers, Jr., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. By: /s/ James M. Powers, Jr. ---------------------------------- James M. Powers, Jr., Chairman of the Board, President and Chief Executive Officer February 14, 2006 47 EX-32.2 6 ilinc_10qex32-2.txt EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of iLinc Communications, Inc. (the Company) on Form 10-Q for the period ending December 31, 2005 as filed with the Securities Exchange Commission on the date here of (the Report). I, James L. Dunn, Jr., Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. By: /s/ James L. Dunn, Jr. ----------------------------------------- James L. Dunn, Jr. Senior Vice President and Chief Financial Officer February 14, 2006 48 -----END PRIVACY-ENHANCED MESSAGE-----