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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 1934For the Quarterly Period Ended March 31, 2004
 OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934For the transition period from to .
 Commission File Number: 000-31045 RAINDANCE COMMUNICATIONS, INC. (Exact Name of Registrant as specified in its charter)
 Delaware(State or jurisdiction of
incorporation or organization)
    
    84-1407805(I.R.S. Employer Identification Number)
 1157 Century Drive
Louisville, CO 80027(Address, including zip code, of principal executive offices) (800) 878-7326(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 of
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 o Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). x o
 Indicate the number of shares outstanding of each of the issuers classes
of common stock, as of the latest practicable date. Common Stock, $0.0015 Par Value
    
    
    
    54,521,947 as of April 30, 2004.




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RAINDANCE COMMUNICATIONS, INC. INDEX PagePART
I.  FINANCIAL INFORMATIONItem 1.    Financial StatementsCondensed Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003 (unaudited)
    
    
    3Condensed Consolidated Statements of Operations for the three months ended March 31, 2004 and 2003 (unaudited)
    
    
    4Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2004 and 2003 (unaudited)
    
    
    5Notes to the Condensed Consolidated Financial Statements (unaudited)
    
    
    6Item 2.   Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Additional Risk Factors that May Affect Our Operating Results and The Market Price of Our Common Stock
    
    
    24Item 3.
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    34Item 4.    Controls and Procedures
    
    
    34PART II. OTHER INFORMATIONItem 1.    Legal Proceedings
    
    
    35Item 2.    Changes in Securities and Use of Proceeds
    
    
    35Item 3.    Defaults Upon Senior Securities
    
    
    35Item 4.    Submission of Matters to a Vote of Security Holders
    
    
    35Item 5.    Other Information
    
    
    35Item 6.    Exhibits and Reports on Form 8-K
    
    
    35SIGNATURE AND CERTIFICATIONS
    
    
    37Chief Executive Officer to Sec. 302 CertificationChief Financial Officer to Sec. 302 CertificationCertifications of CEO and CFO
  Our website address is www.raindance.com. Our registration statement on
Form S-1, annual reports on Form 10-K, quarterly reports on Form 10-Q and
current reports on Form 8-K, as well as any amendments to those reports, are
available free of charge through our website as soon as reasonably practicable
after we file them with, or furnish them to, the SEC. Once at
www.raindance.com, go to Investor Center/SEC Filings and Financials. 2.




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PART I. FINANCIAL INFORMATION 
 Item 1.Financial Statements RAINDANCE COMMUNICATIONS, INC. 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
 March 31, 2004
    
    December 31, 2003AssetsCurrent assets:Cash and cash equivalents
    
    $
    40,160
    
    
    $
    39,607Accounts receivable, net of allowance for doubtful accounts of $300
    
    
    10,806
    
    
    
    8,958Due from affiliate
    
    
    86
    
    
    
    86Prepaid expenses and other current assets
    
    
    1,386
    
    
    
    1,679Due from employees
    
    
    15
    
    
    
    14Total current assets
    
    
    52,453
    
    
    
    50,344Property and equipment, net
    
    
    24,030
    
    
    
    25,752Goodwill
    
    
    45,587
    
    
    
    45,587Due from employees
    
    
    2
    
    
    
    2Other assets
    
    
    855
    
    
    
    872Total Assets
    
    $
    122,927
    
    
    $
    122,557Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    8,977
    
    
    $
    7,598Current portion of long-term debt

    
    
    2,126
    
    
    
    1,314Accrued expenses
    
    
    205
    
    
    
    573Accrued compensation
    
    
    1,766
    
    
    
    2,694Accrued severance obligation
    
    
    531
    
    
    
    596Current portion of restructuring reserve
    
    
    287
    
    
    
    278Deferred revenue
    
    
    196
    
    
    
    112Total current liabilities
    
    
    14,088
    
    
    
    13,165Long-term debt, less current portion
    
    
    87
    
    
    
    1,227Restructuring reserve, less current portion
    
    
    114
    
    
    
    187Other
    
    
    56
    
    
    
    56Total Liabilities
    
    
    14,345
    
    
    
    14,635Stockholders Equity:Common stock, par value $.0015; 130,000,000 shares authorized; 54,477,408 and 53,784,427
shares issued and outstanding at March 31, 2004 and December 31, 2003, respectively
    
    
    82
    
    
    
    81Additional paid-in capital
    
    
    280,101
    
    
    
    278,440Deferred stock-based compensation
    
    
    (2,544
    )
    
    
    (2,247
    )Accumulated deficit
    
    
    (169,057
    )
    
    
    (168,352
    )Total Stockholders Equity
    
    
    108,582
    
    
    
    107,922Commitments and contingenciesTotal Liabilities and Stockholders Equity
    
    $
    122,927
    
    
    $
    122,557
 See accompanying notes to condensed consolidated financial statements. 3.




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RAINDANCE COMMUNICATIONS, INC. 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(Unaudited)
 Three months endedMarch 31,2004
    
    2003Revenue
    
    $
    19,582
    
    
    $
    15,438Cost of revenue (exclusive of stock-based compensation expense of
$2 and $30, respectively, shown below)
    
    
    8,556
    
    
    
    6,476Gross profit
    
    
    11,026
    
    
    
    8,962Operating expenses:Sales and marketing (exclusive of stock-based compensation expense of
$11 and $69, respectively, shown below)
    
    
    6,500
    
    
    
    4,463Research and development (exclusive of stock-based compensation
expense of $50 and $181, respectively, shown below)
    
    
    2,726
    
    
    
    1,697General and administrative, (exclusive of stock-based compensation
expense of $550 and $501, respectively, shown below)
    
    
    1,909
    
    
    
    1,676Stock-based compensation expense
    
    
    613
    
    
    
    781Total operating expenses
    
    
    11,748
    
    
    
    8,617Income (loss) from operations
    
    
    (722
    )
    
    
    345Other income (expense), net
    
    
    17
    
    
    
    (5
    )Net income (loss)
    
    $
    (705
    )
    
    $
    340Net income (loss) per share:Basic
    
    $
    (0.01
    )
    
    $
    0.01Diluted
    
    $
    (0.01
    )
    
    $
    0.01Weighted average number of common shares outstanding:Basic
    
    
    53,548
    
    
    
    52,557Diluted
    
    
    53,548
    
    
    
    53,930
 See accompanying notes to condensed consolidated financial statements. 4.




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RAINDANCE COMMUNICATIONS, INC. 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(Unaudited)
 Three months endedMarch 31,2004
    
    2003Cash flows from operating activities:Net income (loss)
    
    $
    (705
    )
    
    $
    340Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization
    
    
    2,747
    
    
    
    2,632Stock-based compensation
    
    
    613
    
    
    
    781Other
    
    
    17
    
    
    
    15Changes in operating assets and liabilities:Accounts receivable
    
    
    (1,847
    )
    
    
    (468
    )Prepaid expenses and other current assets
    
    
    (73
    )
    
    
    (523
    )Other assets
    
    
    80
    
    
    
    (13
    )Accounts payable and accrued expenses
    
    
    (198
    )
    
    
    (305
    )Deferred revenue
    
    
    84
    
    
    
    38Net cash provided by operating activities
    
    
    718
    
    
    
    2,497Cash flows from investing activities:Purchase of property and equipment
    
    
    (613
    )
    
    
    (1,707
    )Proceeds from disposition of equipment
    
    
    
    
    
    
    10Change in restricted cash
    
    
    23
    
    
    
    164Net cash used by investing activities
    
    
    (590
    )
    
    
    (1,533
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    753
    
    
    
    476Payments on debt
    
    
    (328
    )
    
    
    (301
    )Net cash provided by financing activities
    
    
    425
    
    
    
    175Increase in cash and cash equivalents
    
    
    553
    
    
    
    1,139Cash and cash equivalents at beginning of period
    
    
    39,607
    
    
    
    31,699Cash and cash equivalents at end of period
    
    $
    40,160
    
    
    $
    32,838Supplemental cash flow information  interest paid in cash
    
    $
    26
    
    
    $
    79Supplemental disclosure of non-cash investing and financing activities:Accounts payable incurred for purchases of property and equipment
    
    $
    540
    
    
    $
    1,097
 See accompanying notes to condensed consolidated financial statements. 5.




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RAINDANCE COMMUNICATIONS, INC. 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  (1)
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(a)
    
    Basis of presentation Raindance Communications, Inc., (the Company), was incorporated under
the laws of the State of Delaware on April 17, 1997. The Company provides
business communication services for everyday business meetings and events. The
Companys continuum of interactive services includes Reservationless
Conferencing for reservationless automated audio conferencing with simple web
controls and presentation tools, Web Conferencing Pro, which allows users to
integrate reservationless automated audio conferencing with advanced web
interactive tools such as application sharing, web touring and online
whiteboarding, Raindance Meeting Edition, which was released in March 2004,
allows users to integrate reservationless automated audio conferencing with
advanced web interactive tools and video technology into one multi-media
conferencing solution, Operator Assisted Conferencing, and Unlimited
Conferencing. The Company operates in a single segment. The accompanying condensed consolidated financial statements include the
accounts of Raindance Communications and its wholly-owned subsidiary. All
significant intercompany transactions and balances have been eliminated in
consolidation. The accompanying condensed consolidated financial statements as of March
31, 2004 and for the three months ended March 31, 2004 and 2003 are unaudited
and have been prepared in accordance with generally accepted accounting
principles on a basis consistent with the December 31, 2003 audited financial
statements and include normal recurring adjustments which are, in the opinion
of management, necessary for a fair statement of the results of these periods.
These condensed consolidated statements should be read in conjunction with our
financial statements and notes related thereto included in our Form 10-K
(Commission File No. 000-31045), filed on March 12, 2004. Operating results for
the three months ended March 31, 2004 are not necessarily indicative of the
results that may be expected for the full year. The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ materially from those estimates.
Significant estimates are used in these financial statements to determine the
allowance for doubtful accounts, useful lives of depreciable tangible and all
intangible assets, the valuation allowance for deferred tax assets and
restructuring charges and reserves. Certain prior period balances have been reclassified to conform to the
current period presentation.  (b)
    
    Cash and Cash Equivalents Cash and cash equivalents consist of cash held in bank deposit accounts
and short-term, highly liquid investments purchased with maturities of three
months or less at the date of purchase. Cash equivalents at March 31, 2004
consist of money market accounts at three financial institutions.  (c)
    
    Restricted Cash Included in other assets at March 31, 2004 and 2003 is $0.3 million and
$0.4 million, respectively, in restricted cash. Restricted cash consists of
amounts supporting irrevocable letters of credit issued by the Companys bank
and is primarily used for security deposits associated with some of the
Companys long term operating leases. Funds are held in certificates of deposit
at the Companys bank, and have been established in favor of a third party
beneficiary. The funds would be released to the beneficiary in the event that
the Company fails to comply with certain specified contractual obligations.
Provided the Company meets these contractual obligations, the letter of credit
will be discharged and the Company would no longer be restricted from the use
of the cash. 6.




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(d)
    
    Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation
and amortization. Depreciation of equipment is computed using the straight-line
method over the estimated useful lives of the assets, which range from three to
seven years. Leasehold improvements are amortized over the shorter of the
related lease terms or their estimated useful lives. Upon retirement or sale,
the cost of the assets disposed and the related accumulated depreciation is
removed from the accounts and any resulting gain or loss is included in
operations in the period realized.  (e)
    
    Goodwill The Company follows the provisions of Statement of Financial Accounting
Standards No. 142 (SFAS 142), Goodwill and Other Intangible Assets. With
regard to the realizability of the Companys carrying amount of goodwill, SFAS
142 requires that goodwill not be amortized, but instead be reviewed for
impairment on an on-going basis. The Company consists of one reporting unit.
In accordance with SFAS 142, the Company performed, as of March 31, 2004, the
annual reassessment and impairment test, which indicated that the fair value of
the reporting unit exceeded the goodwill carrying value; and therefore, at that
time, goodwill was not deemed to be impaired. There can be no assurances that
the Companys goodwill will not be impaired in the future.  (f)
    
    Fair Value of Financial Instruments and Concentrations of Credit Risk The carrying amounts of certain of the Companys financial instruments,
including cash and cash equivalents, accounts receivable and accounts payable,
approximate fair value because of the short-term nature of these instruments.
Because the interest rates on the Companys note payable obligations reflect
market rates and terms, the fair values of these instruments approximate
carrying amounts. Financial instruments that potentially subject the Company to
concentration of credit risk consist of cash and cash equivalents and accounts
receivable. The Companys cash and cash equivalents are held with financial
institutions that the Company believes to be of high credit standing. The
Companys customer base consists of a large number of geographically dispersed
customers diversified across several industries. No single customer accounted
for greater than 10% of revenue in the first quarter of 2004, however, one
customer represented 10% of the Companys accounts receivable. The receivable
due from Qwest Communications International, Inc (Qwest) at March 31, 2004 was
$1.1 million.  (g)
    
    Revenue Recognition Revenue for the Companys Reservationless Conferencing service is
generally based upon the actual time that each participant is on the phone or
logged onto the web. For example, a customer is charged a per-minute, per-user
fee for each participant listening and viewing a live or recorded simulcast. In
addition, the Company charges customers a one-time fee to upload visuals for a
phone conference or a recorded simulcast. The Company recognizes usage revenue
from its Reservationless Conferencing service in the period the call or
simulcast of the call is completed. The Company recognizes revenue associated
with any initial set-up fees ratably over the term of the contract. Revenue for the Companys Web Conferencing Pro service is derived from
subscription and usage fees in addition to event fees or, in more limited
cases, a software license fee. Revenue from subscriptions is recognized monthly
regardless of usage, while usage fees are based upon either connections or
minutes used. Event fees are generally hourly charges that are recognized as
the events take place. The Company recognizes revenue associated with any
initial set-up fees ratably over the term of the contract. Revenue from
software license agreements is either recognized upon shipment of the software
when all the following criteria have been met: persuasive evidence of an
arrangement exists, delivery has occurred, the fee is fixed or determinable,
collectibility is probable, and vendor specific objective evidence is available
for the fair value of all undelivered elements, or recognized ratably over the
software support period if the Company does not have vendor specific objective
evidence for an undelivered element. Revenue for the Companys Raindance Meeting Edition service is derived
from subscription and usage fees. Revenue from subscriptions is recognized
monthly regardless of usage, while usage fees are based upon either connections
or minutes used. The Company recognizes revenue associated with any initial
set-up fees ratably over the term of the contract. Revenue for the Companys Operator Assisted Conferencing service is
generally based upon the actual time that each participant is on the phone. In
addition, the Company charges customers a fee for additional services such as
call taping, digital 7.




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replay, participant lists and transcription services. The Company
recognizes usage revenue and related fees from our Operator Assisted
Conferencing service in the period the call is completed. Revenue from the Companys Unlimited Conferencing service is derived from
a flat, fixed charge per month depending on the conference size limit selected
by the customer. The fixed monthly charge is recognized as revenue in full each
month.  (h)
    
    Software Development Costs and Research and Development Costs incurred in the engineering and development of the Companys
services is expensed as incurred, except certain software development costs.
Costs associated with the development of software to be marketed externally are
expensed prior to the establishment of technological feasibility as defined in
SFAS 86, Accounting for the Cost of Computer Software to Be Sold, Leased, or
Otherwise Marketed, and capitalized thereafter. To date, the Companys
software development has been completed concurrent with attaining technological
feasibility and, accordingly, all software development costs incurred to which
SFAS 86 is applicable have been charged to operations as incurred in the
accompanying financial statements. The Company capitalizes certain qualifying
computer software costs incurred during the application development stage in
accordance with Statement of Position 98-1 Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use (SOP 98-1) issued by
the American Institute of Certified Public Accountants, which was adopted by
the Company as of January 1, 1999. These costs are amortized on a straight-line
basis over the softwares estimated useful life. Based on plans regarding the
external distribution of software developed in the third quarter of 2003, the
Company changed its accounting treatment of costs associated with the
development of its next-generation service from SOP 98-1 to SFAS 86. Since the
second quarter of 2001, the Company had capitalized $2.8 million in costs
associated with its next-generation service, $1.3 million of which was related
to internal development and $1.5 million of which was related to contract
development. The Company began amortization of the capitalized costs of its
next-generation service in March 2004. Research and development costs are expensed as incurred.  (i)
    
    Net Income (Loss) Per Share Net income (loss) per share is presented in accordance with Statement of
Financial Accounting Standards No. 128, Earnings Per Share(SFAS 128). Under
SFAS 128, basic earnings (loss) per share (EPS) excludes dilution for potential
common stock and is computed by dividing net income or loss by the weighted
average number of common shares outstanding for the period. Diluted EPS
reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock.
Potential common shares are comprised of shares of common stock issuable upon
the exercise of stock options and warrants and restricted stock subject to
vesting restrictions and are computed using the treasury stock method. The following table sets forth the calculation of net income (loss) per share
for the three months ended March 31, 2004 and 2003 (in thousands, except per
share amounts): Three months endedMarch 31,2004
    
    2003Net income (loss)
    
    $
    (705
    )
    
    $
    340Common shares outstanding:Historical common shares outstanding at beginning of period
    
    
    53,234
    
    
    
    51,896Weighted average common shares issued during period
    
    
    314
    
    
    
    661Weighted average common shares at end of period  basic
    
    
    53,548
    
    
    
    52,557Effect of potential common shares
    
    
    
    
    
    
    1,373Weighted average common shares at end of period  diluted
    
    
    53,548
    
    
    
    53,930Net income (loss) per share  basic
    
    $
    (0.01
    )
    
    $
    0.01Net income (loss) per share  diluted
    
    $
    (0.01
    )
    
    $
    0.01
 8.




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For the three months ended March 31, 2004 and 2003, 675,000 and 750,000
shares, respectively, of issued and outstanding restricted stock have been
excluded from the calculation of basic earnings per share due to vesting
restrictions (see Note 3) and, if applicable, have been included in diluted
earnings per share. The following common stock options and warrants have been excluded from
the computation of diluted net income (loss) per share for the three months
ended March 31, 2004 and 2003 because their effect would have been
antidilutive: As of March 31,2004
    
    2003Shares issuable under stock options
    
    
    4,927,787
    
    
    
    5,524,992Shares issuable pursuant to warrants
    
    
    20,017
    
    
    
    20,017
  (j)
    
    Stock-Based Compensation The Company accounts for its stock option plans in accordance with the
provisions of Accounting Principles Board (APB) Opinion 25, Accounting for
Stock Issued to Employees, and related interpretations. As such, compensation
expense is recorded on the date of grant to the extent that the current market
price of the underlying stock exceeds the exercise price, which is the
intrinsic value method. Under SFAS 123, Accounting for Stock-Based
Compensation,entities are permitted to recognize as expense, over the vesting
period, the fair value of all stock-based awards on the date of grant.
Alternatively, SFAS 123 also allows entities to continue to apply the
provisions of APB Opinion 25 and provide pro forma net income (loss)
disclosures for employee stock option grants as if the fair-value-based method
defined in SFAS 123 had been applied. The Company has elected to continue to
apply the provisions of APB Opinion 25 and provide the pro forma disclosures
required by SFAS 123. All stock-based awards to non-employees are accounted for
at their fair value in accordance with SFAS 123 and related interpretations. Stock compensation expense is comprised of the following: (a) the
amortization of deferred compensation resulting from the grant of stock options
or shares of restricted stock to employees at exercise or sale prices deemed to
be less than fair value of the common stock at grant date, net of forfeitures
related to such employees who terminated service while possessing unvested
stock options, as these terminated employees have no further service
obligations; (b) the intrinsic value of modified stock options or restricted
stock awards, measured at the modification date, for the number of awards that,
absent the modification, would have expired un-exercisable; (c) the intrinsic
value of restricted stock awards to employees and directors, and (d) deferred
stock-based compensation associated with the acquisition of InterAct
Conferencing, LLC. The following table summarizes information as to reported results under
the Companys intrinsic value method of accounting for stock awards, with
supplemental information as if the fair value recognition provisions of SFAS
123 had been applied for the three months ended March 31, 2004 and 2003,
respectively (in thousands, except per share amounts): Three months ended March 31,2004
    
    2003Net income (loss), as reported
    
    $
    (705
    )
    
    $
    340Add: Stock-based employee compensation expense attributable to
common stock options included in net income (loss)
    
    
    60
    
    
    
    432Deduct: Stock-based employee compensation expense attributable
to common stock options determined under fair value based
method
    
    
    (1,592
    )
    
    
    (2,321
    )Net (loss), as adjusted
    
    $
    (2,237
    )
    
    $
    (1,549
    )Income (loss) per share  basic, as reported
    
    $
    (0.01
    )
    
    $
    0.01Income (loss) per share  diluted, as reported
    
    $
    (0.01
    )
    
    $
    0.01(Loss) per share  basic, as adjusted
    
    $
    (0.04
    )
    
    $
    (0.03
    )(Loss) per share  diluted, as adjusted
    
    $
    (0.04
    )
    
    $
    (0.03
    )
 The per share weighted-average fair value of stock options granted during
the first quarter of 2004 and 2003 was $2.61 and $1.60, respectively, using the
Black-Scholes option pricing model. The Company used the following weighted 9.




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average assumptions in determining the fair value of options granted
during the three months ended March 31, 2004 and 2003: Three months ended March 31,2004
    
    2003Expected Life (years)
    
    
    5
    
    
    
    6Risk-free interest rate
    
    
    2.80
    %
    
    
    5.00
    %Expected volatility
    
    
    119
    %
    
    
    118
    %Expected dividend yield
    
    None
    
    None
  (2)
    
    DEBT On October 9, 2001, the Company entered into a loan and security agreement
with a bank that was subsequently amended effective December 31, 2002. On
October 12, 2001 the Company received $5.0 million pursuant to the term loan
component of the loan and security agreement. The term loan was scheduled to be
repaid with monthly principal payments of approximately $0.1 million plus
interest at 5.25% with the final payment due in January 2006. Advances under
the revolving line of credit component of the loan and security agreement were
limited to $12.5 million or 90% of eligible accounts receivable as defined in
the agreement. The revolving line of credit was available through January 26,
2004. Advances under the revolving line of credit may have been repaid and
re-borrowed at any time prior to the maturity date. The loan and security
agreement was collateralized by substantially all tangible and intangible
assets of the Company and was subject to compliance with covenants, including
minimum liquidity coverage, minimum quick ratio and maximum quarterly operating
losses adjusted for interest, taxes, depreciation, amortization and other
non-cash charges. The Company was also prohibited from paying any dividends
without the banks prior written consent. At March 31, 2004, the balance due
under this agreement (exclusively related to the term loan) was $1.8 million,
all of which was deemed to be current since this loan was paid in full in April
2004. See Note 7 for the subsequent event pertaining to the Companys revolving
line of credit. On May 29, 2003, the Company entered into a loan agreement with a vendor,
in the amount of $0.7 million, to finance certain fixed assets. The loan is
scheduled to be repaid with quarterly principal payments of approximately $0.1
million plus interest at 2.5% with the final payment due in April 2005. At
March 31, 2004, the balance due under this agreement is $0.4 million, of which
$0.3 million is current.  (3)
    
    COMMON STOCK PLANS(a)
    
    Stock Options and Restricted Stock In February 2000, the Company adopted the 2000 Equity Incentive Plan that
amended and restated the 1997 stock option/stock issuance plan. Under the plan,
up to an aggregate of 17,274,814 shares are reserved for issuance, including
shares reserved pursuant to the plans evergreen provisions. At March 31,
2004, there were 3,006,900 shares available for future issuance under the Plan.
Pursuant to the plan, the Companys Board of Directors may issue common stock
and grant incentive and non-statutory stock options to employees, directors and
consultants. Incentive and non-statutory stock options generally have ten-year
terms and vest over four years. The Company utilizes APB Opinion 25 in accounting for its plans. In the
three months ended March 31, 2004, a total of 1,000 shares of restricted stock
were granted at less than fair value to members of the Companys Board of
Directors as compensation for board services rendered to the Company, resulting
in aggregate compensation expense of $2,720. In February 2003, the Companys
Board of Directors approved an Executive Performance-Based Compensation
Arrangement, pursuant to which the Company granted 750,000 shares of restricted
stock to certain executives and key employees. The restricted stock grants
cliff vest in six years and include accelerated vesting if certain financial or
product-based performance milestones are achieved. The stock-based compensation
charge associated with these grants was $1.2 million and is being recorded as
an expense ratably over six years, with such charges being accelerated if it
becomes apparent that the financial or product-based performance milestones
will be achieved. In addition, pursuant to this arrangement, $4.7 million of
cash compensation was approved and will become payable upon the achievement of
such financial or product-based milestones or, 10.




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in the Boards discretion, upon a change in control of the Company.
However, the Companys former President and Chief Executive Officers
employment terminated effective December 31, 2003, which triggered the reversal
of the deferred portion of the Companys restricted stock grant compensation
expense in the amount of $0.3 million related to the cancellation of 200,000
shares of restricted common stock, and reduced the Companys cash compensation
commitment by $1.5 million. On January 28, 2004, the Company announced the hiring of Donald F.
Detampel, Jr. as President and Chief Executive Officer. Simultaneously with the
commencement of Mr. Detampels employment, the Company issued a stock option
grant to Mr. Detampel for 2,000,000 shares of common stock with an exercise
price of $3.28 per share. The Company also issued 275,000 shares of restricted
stock to Mr. Detampel which vest as follows: 50,000 shares are immediately
vested, 100,000 shares vest after the completion of 24 months of continuous
service and 125,000 shares vest after the completion of 37 months of continuous
service. The value of the restricted stock was $3.30 per share and the Company
recorded $0.9 million in deferred stock-based compensation expense in January
2004, which is being amortized as an expense over the applicable vesting
period. Stock option activity in the Companys 2000 Equity Incentive Plan during
the three months ended March 31, 2004 and 2003 was as follows: Three Months Ended March 31,2004
    
    2003Number of
    
    Weighted-average
    
    Number of
    
    Weighted-averageShares
    
    exercise price
    
    Shares
    
    exercise priceBalance, beginning of period
    
    
    9,065,887
    
    
    $
    3.09
    
    
    
    8,229,267
    
    
    $
    3.39Granted at fair value
    
    
    371,795
    
    
    
    2.96
    
    
    
    862,300
    
    
    
    1.84Granted at greater than fair value
    
    
    2,000,000
    
    
    
    3.28
    
    
    
    
    
    
    
    Exercised
    
    
    (127,415
    )
    
    
    1.48
    
    
    
    (10,408
    )
    
    
    1.48Cancelled
    
    
    (248,821
    )
    
    
    3.10
    
    
    
    (118,427
    )
    
    
    5.10Balance, end of period
    
    
    11,061,446
    
    
    
    3.14
    
    
    
    8,962,732
    
    
    
    3.22
 The following table summarizes information about stock options outstanding
under the Companys 2000 Equity Incentive Plan at March 31, 2004: Options outstanding
    
    Options ExercisableWeightedaverageremaining
    
    Weighted
    
    
    
    
    
    WeightedRange of
    
    Number
    
    contractual
    
    average
    
    Number of
    
    averageexercise prices
    
    outstanding
    
    life
    
    exercise price
    
    Options
    
    exercise price$     0.15  1.56
    
    
    1,974,050
    
    
    
    6.4
    
    
    $
    1.11
    
    
    
    1,599,171
    
    
    $
    1.091.63  2.56
    
    
    2,049,567
    
    
    
    7.7
    
    
    
    2.19
    
    
    
    1,263,262
    
    
    
    2.302.57  3.00
    
    
    1,851,112
    
    
    
    9.0
    
    
    
    2.69
    
    
    
    446,478
    
    
    
    2.713.01  3.28
    
    
    2,221,208
    
    
    
    9.7
    
    
    
    3.26
    
    
    
    98,693
    
    
    
    3.133.30  3.49
    
    
    1,267,503
    
    
    
    8.1
    
    
    
    3.48
    
    
    
    774,669
    
    
    
    3.483.51  10.80
    
    
    1,698,006
    
    
    
    6.8
    
    
    
    6.70
    
    
    
    1,376,769
    
    
    
    7.1411,061,446
    
    
    
    8.0
    
    
    
    3.14
    
    
    
    5,559,042
    
    
    
    3.36
 In addition, the Company has sold or granted for services rendered to
employees, directors and consultants an aggregate of 1,453,399 shares of common
stock through stock grants under the plan at prices and values ranging from
$0.15 to $10.80 per share, which amount includes the 550,000 shares granted
pursuant to the Executive Performance-Based Compensation Arrangement, net of
200,000 shares granted under the Executive Performance-Based Compensation
Arrangement that were forfeited effective December 31, 2003 in connection with
the employment termination of the Companys former President and Chief
Executive Officer, and 275,000 shares granted to our current President and
Chief Executive Officer. Pursuant to the Companys acquisition of Contigo Software, Inc. in June
2000, the Company assumed certain stock option plans and the outstanding stock
options of Contigo (assumed plans). Stock options under the assumed plans
have 11.




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been converted into the Companys stock options and adjusted to reflect
the conversion ratio as specified by the applicable acquisition agreement, but
are otherwise administered in accordance with the terms of the assumed plans.
Stock options under the assumed plans generally vest over three years and
expire ten years from date of grant. No additional stock options will be
granted under the assumed plans. 7,814 shares were exercised in the assumed
plans during the three months ended March 31, 2004 and 162,020 options remain
outstanding. The following table summarizes information about stock options outstanding
under the Companys assumed plans at March 31, 2004: Options outstanding
    
    Options ExercisableWeightedaverageremaining
    
    Weighted
    
    
    
    
    
    WeightedRange of
    
    Number
    
    contractual
    
    average
    
    Number of
    
    averageexercise prices
    
    outstanding
    
    life
    
    exercise price
    
    Options
    
    exercise price$  0.72  2.72
    
    
    41,706
    
    
    
    4.9
    
    
    $
    1.31
    
    
    
    41,706
    
    
    $
    1.313.92  3.92
    
    
    100,563
    
    
    
    5.8
    
    
    
    3.92
    
    
    
    100,563
    
    
    
    3.926.08  6.08
    
    
    19,751
    
    
    
    5.9
    
    
    
    6.08
    
    
    
    19,751
    
    
    
    6.08162,020
    
    
    
    5.6
    
    
    
    3.51
    
    
    
    162,020
    
    
    
    3.51
  (b)
    
    Employee Stock Purchase Plan In February 2000, the Board of Directors adopted the 2000 Employee Stock
Purchase Plan (ESPP). The ESPP allows participating employees to purchase
shares of common stock at a 15% discount from the market value of the stock as
determined on specific dates at six-month intervals. The total common shares
available for issuance pursuant to the ESPP are 6,008,148, including shares
reserved pursuant to the plans evergreen provision. In February 2004, 281,752
shares were purchased by employees at an average price of $1.99 per share. At
March 31, 2004, 3,729,406 shares were reserved for future issuance. At March
31, 2004 approximately $101,000 in payroll deductions has been withheld from
employees for future purchases under the plan, which will be at an approximate
average price of $1.99 per share. The ESPP is a qualified plan under the
applicable section of the Internal Revenue Code and accordingly, no
compensation expense has been recognized for purchases under the plan.  (4)
    
    RESTRUCTURING Restructuring reserves and activity for the first three months of 2004 are
detailed below (in thousands): RestructuringReserve Balance
    
    Reserve
    
    
    
    
    
    Reserve BalanceDecember 31, 2003
    
    Adjustments
    
    Payments
    
    March 31, 2004Lease obligations, net of anticipated sublease income
    
    $
    465
    
    
    $
    
    
    
    $
    (64
    )
    
    $
    401
 At March 31, 2004, the Companys restructuring reserves totaled $0.4
million, of which $0.3 million is current and solely relates to lease costs,
which will be relieved as payments are made. The Company has adjusted its
restructuring reserves in the past based on what it believed would be the most
probable outcome. The actual cost savings that the Company anticipated as a
result of this restructuring effort have been realized, with the exception of
the restructuring costs associated with the closure of remote sales facilities.
Due to the real estate market that existed, it took the Company longer than
expected to sublease or otherwise terminate its lease obligations in certain
cities. The Company will continue to monitor and adjust, as warranted, its
restructuring reserve associated with remote sales facilities based on current
facts and circumstances. At March 31, 2004 all facilities subject to the
restructuring and included in the restructuring reserve have been subleased.
However, the Company may be required to record additional restructuring charges
on certain subleased offices if subtenants default on these commitments. Future
minimum sublease receivables for all subleased facilities, as of March 31,
2004, approximate $1.5 million, which are scheduled to be received through
September 2005. 12.




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(5)
    
    COMMITMENTS AND CONTINGENCIES  (a)
    
    Operating Leases The Company leases office facilities under various operating leases that
expire through 2009. Two of the office facilities are leased from entities that
are controlled by executive officers or directors of the Company. Most of the
remaining facilities are satellite sales offices. Total future minimum lease
payments, not including any reductions for subleases, under all operating
leases, approximate $7.2 million at March 31, 2004.  (b)
    
    Purchase Commitments The Company has commitments for bandwidth usage and telephony services
with various service providers. The total commitment as of March 31, 2004 was
approximately $24.1 million to be expended through March 2006. Some of these
agreements may be amended to either increase or decrease the minimum
commitments during the life of the contract. The Company has made a commitment to its primary conferencing bridge
provider for the purchase of equipment. This commitment was contingent on
certain functionality being available in the conferencing bridges by May 12,
2004. The Company has notified the conferencing bridge provider that it may
terminate all commitments in the event the required functionality is not
available by May 12, 2004. The total commitment, exclusive of any potential
termination or reduction, as of March 31, 2004 was approximately $6.4 million
to be expended through 2005.  (c)
    
    Employment Contracts In February 2003 the Companys Board of Directors approved an Executive
Performance-Based Compensation Arrangement. Pursuant to this arrangement, at
March 31, 2004, $3.0 million of cash compensation will become payable in the
future upon the achievement of certain financial or product-based milestones
or, in the Boards discretion, upon a change in control of the Company. $0.5
million relates to product-based milestones that must be achieved before
February 19, 2006. $2.5 million relates to financial milestones that must be
achieved before February 19, 2007. In March 2004, a product-based milestone was
achieved and accordingly, the Company paid $200,000 pursuant to this commitment
and accelerated the vesting on 100,000 shares of common stock. In January 2004, the Company entered into an employment agreement with its
new President and Chief Executive Officer. The agreement continues until
terminated by either the executive or the Company, and provides for a
termination payment under certain circumstances. The maximum amount payable
upon termination pursuant to the agreement is $0.3 million. In addition, the Company has a letter agreement with two of its executive
officers, which would require the Company to pay $0.2 million if the executive
officers were terminated under certain conditions set forth in the agreement.  (d)
    
    Severance In October 2003 the Companys former President and Chief Executive Officer
entered into a separation agreement to terminate his employment as of December
31, 2003. Pursuant to the terms of the separation agreement, the Company
recognized approximately $0.6 million in the fourth quarter of 2003 related to
severance costs. The unpaid severance commitment at March 31, 2004 is $0.5
million.  (e)
    
    Litigation From time to time, the Company has been subject to legal proceedings and
claims in the ordinary course of business. Although the Company is not
currently involved in any material legal proceedings, it may in the future be
subject to legal disputes. Any claims, even if not meritorious, could result in
the expenditure of significant financial and managerial resources. The Company
is not aware of any legal proceedings or claims that it believes will have,
individually or in the aggregate, a material adverse effect on its business. 13.




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(6)
    
    CUSTOMER CONCENTRATION In the three months ended March 31, 2004, no single customer accounted for
greater than 10% of the Companys total revenue. At March 31, 2004, the
Company had a receivable due from Qwest Communications International, Inc. of
$1.1 million or 10.0% of the Companys total accounts receivable balance at
such date.  (7)
    
    SUBSEQUENT EVENTS In April 2004, the Company entered into a credit agreement with a bank for
a revolving line of credit, which expires in April 2006. Outstanding advances
under the revolving line of credit are limited to $15.0 million. Advances under
the revolving line of credit bear interest at 1/2% below the banks prime
rate and may be repaid and re-borrowed at any time prior to the maturity date.
The credit agreement is collateralized by substantially all tangible and
intangible assets of the Company and is subject to compliance with covenants,
including minimum liquidity coverage, minimum tangible net worth and positive
adjusted EBITDA defined as quarterly net income (loss) adjusted for interest,
taxes, depreciation, amortization and other non-cash charges. The Company is
also prohibited from paying any dividends without the banks prior written
consent. In April 2004, the Company announced a search for an Executive Vice
President of Sales. The Companys current Senior Vice President of Sales is
expected to leave the Company and, as a result, the Company expects to record a
stock compensation charge related to the unrecognized deferred stock-based
compensation that relates to certain shares of restricted stock. Should the
cessation of the provision of services to the Company occur in the second
quarter of 2004, the Company will record additional stock compensation expense
of $930,000 in the second quarter. 14.




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Item 2.Managements Discussion and Analysis of Financial Condition and
Results of Operations This Report onForm 10-Qcontains forward-looking statements, including
without limitation, statements containing the words believes, anticipates,
expects, and words of similar import and statements regarding our strategy,
financial performance, and our operations that involve risks and uncertainties.
Our actual results may differ significantly from the results discussed in the
forward-looking statements. Factors that might cause such a difference include,
but are not limited to, those discussed in the subsection entitled Additional
Risk Factors that May Affect Our Operating Results and The Market Price of Our
Common Stock. Readers are urged to carefully review and consider the various
disclosures made in this report and in our other reports filed with the SEC
that attempt to advise interested parties of certain risks and factors that may
affect our business. This analysis should be read in conjunction with our
consolidated financial statements and related notes and Managements Discussion
and Analysis of Financial Condition and Results of Operations included in our
Form 10-K (Commission File No. 000-31045), filed on March 12, 2004. You should
also read this analysis in conjunction with our condensed consolidated
financial statements and related notes that begin on page 3. Our reports are available free of charge through our website as soon as
reasonably practicable after we file them with, or furnish them to, the SEC.
Our website address is www.raindance.com. Once at www.raindance.com, go to
Investor Center/SEC Filings and Financials. Overview We provide remote communication services for everyday business meetings
and events. Virtually all of our communication services are based on
proprietary architecture that integrates traditional telephony technology with
real-time interactive web tools. Our continuum of interactive services includes
Reserverationless Conferencing, Web Conferencing Pro, Raindance Meeting
Edition, Operator Assisted Conferencing and Unlimited Conferencing.
Reservationless Conferencing provides for automated reservationless audio
conferencing with simple web controls and presentation tools. Web Conferencing
Pro allows users to integrate reservationless automated audio conferencing with
advanced web interactive tools over the web such as application sharing, web
touring and online whiteboarding. Raindance Meeting Edition, which was
released in March 2004, is our next-generation communication service that
integrates audio, web and multi-point desktop video technology into one
multi-media conferencing solution. Operator Assisted Conferencing provides
customers with operator assistance during high profile conferencing events and
additional services such as call taping, digital replay and transcription,
which we often bundle with our Web Conferencing Pro service. Unlimited
Conferencing offers unlimited local toll access to our reservationless
conferencing service for a fixed monthly rate. We sell these services to
businesses in various markets as well as to resellers of conferencing and
communications services, through our direct and indirect sales channels. Our
business model is largely usage-based, which generally means that our customers
only pay for the services that they use. We also offer our customers monthly
subscription rates based on a fixed number of concurrent users. As of March 31, 2004, we had an accumulated deficit of $169.1 million. Our
net loss was $0.7 million and our net income was $0.3 million for the quarters
ended March 31, 2004 and 2003, respectively. Although we had achieved
quarterly net income for five consecutive quarters as of December 31, 2003, we
incurred a net loss in the quarter ended March 31, 2004 and we expect to
continue to incur net losses in subsequent quarters, particularly due to an
anticipated increase in sales and marketing expenditures to support Raindance
Meeting Edition. We also expect that our research and development costs will
increase in 2004 due to a change in accounting treatment of our software
development costs, which will also contribute to net losses in the future. We
anticipate that our stock-based compensation expense will increase
significantly due to proposed changes in accounting rules and regulations,
further contributing to net losses. While our business model is largely usage-based, which generally means
that our customers only pay for the services they use, our non-usage revenue,
such as from subscriptions and software licenses, may fluctuate based on the
timing of new subscription agreements, the expiration and renewal of existing
agreements and the timing of and revenue recognition associated with software
licenses. This fluctuation can significantly impact our financial results,
particularly revenue, gross margins and net income or loss because these
subscriptions and software licenses have virtually no variable cost of revenue
expense. In addition, opportunities to license our software have arisen
infrequently and are difficult to predict, and currently we do not anticipate
any significant software license revenue in 2004. As a result, the impact this
revenue has had on our business and financial results in the past is not
consistent and should not be relied upon as indicative of our future
performance. In the quarter ended March 31, 2004, 8.1% of our revenue was
non-usage based as compared to 9.0% in the quarter ended March 31, 2003. We
expect our non-usage based revenue to approximate 7.0% to 9.0% of our total
revenue in the second quarter of 2004. 15.




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The following describes how we recognize revenue for the services we offer:  
    
    Reservationless Conferencing Revenue. Revenue for our Reservationless Conferencing service is generally based upon the
actual time that each participant is on the phone or logged onto the web. For example, a customer is charged a per-minute,
per-user fee for each participant listening and viewing a live or recorded simulcast. In addition, we charge customers a
one-time fee to upload visuals for a phone conference or a recorded simulcast. We recognize usage revenue from our
Reservationless Conferencing services in the period the call or simulcast of the call is completed. We recognize revenue
associated with any initial set-up fees ratably over the term of the contract.
    
    Web Conferencing Pro Revenue. Revenue for our Web Conferencing Pro service is derived from subscription and usage fees in
addition to event fees or, in more limited cases, a software license fee. Revenue from subscriptions is recognized monthly
regardless of usage, while usage fees are based upon either connections or minutes used. Event fees are generally hourly
charges that are recognized as the events take place. We recognize revenue associated with any initial set-up fees ratably
over the term of the contract. Revenue from software license agreements is either recognized upon shipment of the software
when all the following criteria have been met: persuasive evidence of an arrangement exists, delivery has occurred, the fee
is fixed or determinable, collectibility is probable, and vendor specific objective evidence is available for the fair
value of all undelivered elements, or recognized ratably over the software support period if we do not have vendor specific
objective evidence for all undelivered elements.
    
    Raindance Meeting Edition.Revenue for our Raindance Meeting Edition service is derived from subscription and usage fees.
Revenue from subscriptions is recognized monthly regardless of usage, while usage fees are based upon either connections or
minutes used. We recognize usage revenue from our Raindance Meeting Edition services in the period the meeting is
completed. We recognize revenue associated with any initial set-up fees ratably over the term of the contract.
    
    Operator Assisted Revenue. Revenue for our Operator Assisted Conferencing service is generally based upon the actual time
that each participant is on the phone. In addition, we charge customers a fee for additional services such as call taping,
digital replay, participant lists and transcription services. We recognize usage revenue and related fees from our Operator
Assisted Conferencing service in the period the call is completed.
    
    Unlimited Conferencing. Revenue from Unlimited Conferencing is derived from a flat, fixed charge per month depending on the
conference size limit selected by the customer. The fixed monthly charge is recognized as revenue in full each month. Our cost of revenue consists primarily of telecommunication expenses,
depreciation of network and data center equipment, Internet access fees and
fees paid to network providers for bandwidth, equipment maintenance contract
expenses, compensation and benefits for operations personnel and allocated
overhead. Our telecommunication expenses are variable and directly correlate to
the use of our services and primarily are incurred when our customers use our
Reservationless Conferencing service. A change in our mix of Reservationless
Conferencing and Web Conferencing Pro or Raindance Meeting Edition revenue will
affect our gross profit as our cost of revenue is typically higher on our
Reservationless Conferencing service as a result of price compression for this
service. Our depreciation, Internet access and bandwidth expenses, equipment
maintenance expenses and compensation expenses generally increase as we
increase our capacity and build our infrastructure. We plan to continue to
make investments in our infrastructure and increase our capacity; however, we
expect capital expenditures in 2004 to be lower than the capital expenditures
in 2003 due to the investments that we have made associated with the release of
Raindance Meeting Edition that we do not expect to recur in 2004. We expect our
cost of revenue to increase in 2004 primarily due to an increase in variable
costs as a result of an increase in revenue. We expect that our current
capacity and infrastructure, coupled with the capital expenditures we have made
and we expect to make, will accommodate our revenue projections through the end
of 2004. We incur sales and marketing expenses that consist primarily of the
salaries, commissions and benefits for our sales and marketing personnel,
remote sales offices expenses, product and market research, sales lead
generation and telemarketing expenses and allocated overhead. We expect sales
and marketing expenses to increase in absolute dollars and as a percentage of
revenue as we expand our sales force and increase our marketing initiatives in
2004 to support our services and primarily our recent release of Raindance
Meeting Edition. 16.




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We incur research and development expenses that consist primarily of
salaries and benefits for research and development personnel, equipment
maintenance contract expenses and allocated overhead. We expense research and
development costs as they are incurred, except for certain capitalized costs
associated with internally developed software. We capitalized $0.1 million and
$0.4 million of internally developed software in the first quarters of 2004 and
2003, respectively. We expect to continue to capitalize costs associated with
internally developed software in 2004; however, we expect to see a decrease in
capitalized costs in 2004 as compared to 2003 because we will no longer
capitalize costs associated with Raindance Meeting Edition. Based on plans
developed in the third quarter of 2003 regarding the external distribution of
software, we changed the accounting treatment of costs associated with the
development of Raindance Meeting Edition from SOP 98-1 to SFAS 86. Since the
second quarter of 2001 we had capitalized, pursuant to SOP 98-1, $2.8 million
in costs associated with Raindance Meeting Edition, $1.3 million of which was
related to internal development and $1.5 million of which was related to
contract development. We also expect to continue to make investments in
research and development and anticipate that these expenditures will increase
in absolute dollars in 2004. We incur general and administrative expenses that consist primarily of
expenses related to finance, human resources, administrative and general
management activities, including legal, accounting and other professional fees,
in addition to other general corporate expenses. We expect general and
administrative expenses to remain relatively flat in terms of absolute dollars;
however, we expect them to decrease as a percentage of revenue in 2004. Since our inception, we have used stock-based compensation for employees,
consultants and members of our Board of Directors to attract and retain strong
business and technical personnel. During the three months ended March 31, 2004
and the three months ended March 31, 2003, we recorded $0.9 million and $1.2
million, respectively, of deferred stock-based compensation. We also expensed
$0.6 million and $0.8 million related to stock-based compensation in the
quarters ended March 31, 2004 and 2003, respectively. The $0.9 million of
deferred stock-based compensation for the three months ended March 31, 2004
relates to the issuance of 275,000 shares of restricted stock to our new
President and Chief Executive Officer in January 2004, of which 50,000 shares
were immediately vested; 100,000 shares vest after the completion of 24 months
of continuous service and 125,000 shares vest after the completion of 37 months
of continuous service. The $1.2 million of the deferred stock-based
compensation for the three months ended March 31, 2003 relates to 750,000
shares of restricted stock issued in February 2003 to certain executives and
key employees under our Executive Performance-Based Compensation Arrangement,
as approved by the Board of Directors in February 2003. The restricted stock
will vest in full on the sixth anniversary of its issuance, subject to
accelerated vesting upon the achievement of certain financial or product-based
performance milestones, or, in the Boards discretion, upon a change in control
of the Company. Accordingly, the $1.2 million deferred stock-based compensation
charge is being expensed ratably over six years, which charges will be
accelerated when it becomes apparent that the financial or product-based
milestones will be achieved. However, the resignation of the Companys former
President and Chief Executive Officer effective December 31, 2003 and the
resulting cancellation of 200,000 shares of restricted stock granted to him
under the plan triggered the reversal of the unamortized portion of his
restricted stock grant compensation expense in the amount of $0.3 million.
Stock-based compensation amounts are based on the excess of the fair value of
our common stock on the date of grant or sale over the option exercise price or
stock purchase price. Compensation expense related to stock options is
amortized over the vesting period of the options, which generally is four
years. In connection with the acquisition of InterAct, we recorded $3.4 million
of deferred stock-based compensation related to the issuance of 997,599 shares
of common stock simultaneously with the closing of the InterAct acquisition,
which are being held in escrow and will be released annually in equal one-third
increments beginning in May 2003. Accordingly, the deferred stock-based
compensation related to the 997,599 shares was being expensed over three years,
which began in May 2002. The release of the stock from escrow is contingent
upon the satisfaction of certain employment obligations to us by Carolyn
Bradfield, the former president and chief executive officer of InterAct. In
April 2004, we announced a search for an Executive Vice President of Sales. Our
current Senior Vice President of Sales, Carolyn Bradfield, is expected to leave
the Company and, as a result, we expect to record a stock compensation charge
related to the unrecognized deferred stock-based compensation associated with
the escrowed shares of restricted stock. Should the cessation of the provision
of services to us occur in the second quarter of 2004, we will record
additional stock-based compensation expense of $930,000 in the second quarter.
The value of these escrowed shares was determined based on the average market
price of our common stock over the three-day period before and after the terms
of the acquisition were agreed upon and announced. Taking into account the
forfeiture upon his termination of 200,000 shares of restricted stock issued to
our former President and Chief Executive Officer, assuming that no additional
shares of the restricted stock granted under our Executive Performance-Based
Compensation Arrangement will be forfeited, taking into account the recording
of approximately $0.9 million of deferred stock-based compensation in January
2004 associated with the issuance of 275,000 shares of restricted stock to our
new President and Chief Executive Officer and assuming we will record the
remaining deferred stock-based compensation 17.




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associated with our Senior Vice President of Sales cessation of the
provision of services in the second quarter of 2004, we expect to incur
stock-based compensation expense of approximately $1.6 million in the remainder
of 2004, $0.4 million in 2005, $0.3 million in 2006, and $0.1 million in both
2007 and 2008, respectively, for common stock issued or stock options awarded
to our employees and members of our Board of Directors under our equity plans
through March 31, 2004. Other Data  Non-GAAP Financial Measure We evaluate operating performance based on several factors, including our
primary internal financial measure of earnings before interest, taxes,
depreciation, amortization and stock-based compensation expense (adjusted
EBITDA). This analysis eliminates the effects of considerable amounts of
depreciation and stock-based compensation. Since our initial public offering,
we have reported adjusted EBITDA, a financial measure that is not defined by
generally accepted accounting principles (GAAP). The calculation of adjusted EBITDA is as follows (in thousands): Three Months Ended March 31,2004
    
    2003Net income (loss)
    
    $
    (705
    )
    
    $
    340Add: depreciation, amortization and other income (expense), net
    
    
    2,730
    
    
    
    2,636Add: stock-based compensation expense
    
    
    613
    
    
    
    781Adjusted EBITDA
    
    $
    2,638
    
    
    $
    3,757
 Although we had achieved quarterly net income for five consecutive
quarters as of December 31, 2003, we recorded a net loss in the quarter ended
March 31, 2004, partially due to the anticipated increase in sales and
marketing expenditures to support the release of Raindance Meeting Edition. Our
research and development costs also increased in the first quarter of 2004 due
to a change in accounting treatment of our software development costs, which
will also contribute to net losses in the future. Additionally, our cost of
revenue increased in 2004 primarily due to an increase in variable costs as a
result of an increase in revenue. For the three months ended March 31, 2004,
as compared with the three months ended March 31, 2003, our net income
decreased by $1.0 million, resulting in a $0.7 million net loss for the current
quarter. For the three months ended March 31, 2004, as compared with the three
months ended March 31, 2003, adjusted EBITDA decreased by $1.1 million. Adjusted EBITDA should be considered in addition to, not as a substitute
for, net income (loss) and other measures of financial performance reported in
accordance with GAAP. We believe that adjusted EBITDA is a useful performance
metric for our investors and is a measure of operating performance and
liquidity that is commonly reported and widely used by financial and industry
analysts, investors and other interested parties because it eliminates
significant non-cash charges to earnings. In addition, many sophisticated
financial institutions and banks use adjusted EBITDA as a performance metric in
their lending practices. For example, adjusted EBITDA is used by our bank to
determine our compliance with a financial covenant articulated in our credit
agreement. However, adjusted EBITDA as used by us may not be comparable to
similarly titled measures reported by other companies. The funds depicted by adjusted EBITDA are not available for our
discretionary use due to debt service, debt maturities and other commitments
that we have made. Cash flow calculated in accordance with generally accepted
accounting principles is as follows: net cash provided by operations was $0.7
million and $2.5 million for the three months ended March 31, 2004 and 2003,
respectively; net cash used by investing activities was $0.6 million and $1.5
million for the three months ended March 31, 2004 and 2003, respectively; net
cash provided by financing activities was $0.4 million and $0.2 million for the
three months ended March 31, 2004 and 2003, respectively. 18.




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Results of Operations Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003 Revenue.Total revenue increased by $4.2 million to $19.6 million for the
three months ended March 31, 2004 from $15.4 million for the three months ended
March 31, 2003. The increase was due in part to the addition of new customers
and an increase in usage from our existing customer base, which was partially
offset by pricing pressure we are experiencing for some of our services,
particularly our Reservationless Conferencing Service. Total minutes
attributable to our usage-based services were 201.0 million and 139.1 million
for the three months ended March 31, 2004 and 2003, respectively, which
represents a 44.5% increase in minutes quarter over quarter. Usage-based
revenue increased by 28.1% in the first quarter of 2004 from the first quarter
of 2003, which indicates that our average price per usage based minute declined
by approximately 11.4% or .0115 cents per minute quarter over quarter. We
expect this trend to continue in the foreseeable future, however, we have seen
pricing pressure at a reduced rate early in 2004 as compared to early 2003, and
therefore have lowered our per usage based minute prices at a reduced rate as
compared to the same period during the prior year. Cost of Revenue.Cost of revenue increased $2.1 million to $8.6 million
for the three months ended March 31, 2004 from $6.5 million for the three
months ended March 31, 2003. Telecommunications costs increased $1.4 million
for the quarter ended March 31, 2004 over the quarter ended March 31, 2003 due
to an increase in minutes from our Reservationless Conferencing and Web
Conferencing Pro communication services, partially offset by volume discounts
received from our long distance telephony providers, as well as an overall
improvement in the utilization of our infrastructure. Total depreciation
expense increased $0.5 million for the quarter ended March 31, 2004 over the
quarter ended March 31, 2003 due to additional hardware and software being
placed into service in 2003, partially offset by allocated depreciation due to
decreased headcount over the same period in the previous quarter. Salaries
expense decreased $0.1 million due to decreased headcount in the quarter ended
March 31, 2004 from the quarter ended March 31, 2003. Maintenance and repairs
expense decreased $0.1 million for the three months ended March 31, 2004 from
the three months ended March 31, 2003 as more favorable pricing was negotiated
on support contracts associated with the additional hardware and software
placed into service in the latter half of 2003. Conversely, expenses
associated with our Operator Assisted Conferencing service increased $0.3
million in the current quarter, which coincides with our growth in revenue from
this service. The primary positive drivers that affect our gross profit are
reductions in our long distance rates and a general improvement in our
infrastructure utilization, all of which are or may be partially offset by
pricing pressure we are experiencing on the sale of our Reservationless
Conferencing service. Sales and Marketing.Sales and marketing expense increased $2.0 million to
$6.5 million for the three months ended March 31, 2004 from $4.5 million for
the three months ended March 31, 2003. Commissions and bonus expense increased
$0.2 million for the three months ended March 31, 2004 as compared to the three
months ended March 31, 2003 in connection with an increase in revenues in the
current quarter. Personnel and payroll related expenses increased $0.5 million
for the three months ended March 31, 2004 as compared to the three months ended
March 31, 2003 due to increased headcount in the first quarter of 2004 as
compared to 2003. Expenses related to lead generation, market research, and
promotion increased $0.2 million, $0.1 million and $0.1 million, respectively,
for the three months ended March 31, 2004 as compared to the three months ended
March 31, 2003 due to an overall increase in marketing initiatives, some of
which directly relate to the release of Raindance Meeting Edition in March
2004. Additionally, outside service expense increased $1.1 million in the
current quarter over the same quarter in the previous year due to consulting
services utilized in connection with the release of Raindance Meeting Edition.
Offsetting these increases, depreciation expense decreased $0.3 million for the
three months ended March 31, 2004 as compared with the three months ended March
31, 2003 primarily due to a change in the methodology used to allocate
depreciation between departments. Research and Development.Research and development expense increased $1.0
million to $2.7 million for the three months ended March 31, 2004 from $1.7
million for the three months ended March 31, 2003. Personnel and payroll
related expenses increased $0.5 million for the three months ended March 31,
2004 over the three months ended March 31, 2003 due to increased headcount in
connection with the development of Raindance Meeting Edition that was released
in March 2004, as well as a decrease in capitalized internally-developed
software. Based on plans developed in the third quarter of 2003 regarding the
external distribution of software, we changed the accounting treatment of costs
associated with the development of Raindance Meeting Edition from SOP 98-1 to
SFAS 86, and as a result, we expect personnel and payroll related expenses and
outside services expense to increase in 2004 as compared to 2003. Accordingly,
outside services increased $0.6 million for the three months ended March 31,
2004 as compared to the three months ended March 31, 2003. There was a slight 19.




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variance in other expenses; including a $0.1 million decrease in
depreciation expense for the three months ended March 31, 2004 as compared to
the three months ended March 31, 2003. General and Administrative.General and administrative expense increased
$0.2 million to $1.9 million for the three months ended March 31, 2004 as
compared to $1.7 million for the three months ended March 31, 2003. Outside
services expense increased $0.1 million for the three months ended March 31,
2004 as compared to the three months ended March 31, 2003 as a result of
consultants we engaged to assist us with our Sarbanes-Oxley compliance. There
were slight fluctuations in other expenses, including personnel and payroll
related expenses, various tax related expenses and allocated depreciation
expense. Stock-Based Compensation Expense.Stock-based compensation expense
decreased $0.2 million to $0.6 million for the three months ended March 31,
2004 from $0.8 million for the three months ended March 31, 2003. Prior to our
initial public offering, options and stock purchase rights were granted at less
than the estimated initial public offering price resulting in deferred
compensation charges, which are being recognized over vesting periods, which
generally are four years. During the three months ended March 31, 2004 and the
three months ended March 31, 2003, we recorded $0.9 million and $1.2 million,
respectively, of deferred stock-based compensation. We also expensed $0.6
million and $0.8 million related to stock-based compensation in the quarters
ended March 31, 2004 and 2003, respectively. The $0.9 million of deferred
stock-based compensation recorded in the first quarter of 2004 relates to the
issuance of 275,000 shares of restricted stock to our new President and Chief
Executive Officer in January 2004, of which 50,000 shares were immediately
vested; 100,000 shares vest after the completion of 24 months of continuous
service and 125,000 shares vest after the completion of 37 months of continuous
service. The $1.2 million of the deferred stock-based compensation recorded in
the first quarter of 2003 relates to 750,000 shares of restricted stock issued
in February 2003 to certain executives and key employees under our Executive
Performance-Based Compensation Arrangement, as approved by the Board of
Directors in February 2003. The restricted stock will vest in full on the
sixth anniversary of its issuance, subject to accelerated vesting upon the
achievement of certain financial or product-based performance milestones, or,
in the Boards discretion, upon a change in control of the Company.
Accordingly, the $1.2 million deferred stock-based compensation charge is being
expensed ratably over six years, which charges will be accelerated when it
becomes apparent that the financial or product-based milestones will be
achieved. However, the resignation of the Companys former President and Chief
Executive Officer effective December 31, 2003 and the resulting cancellation of
200,000 shares of restricted stock granted to him under the plan triggered the
reversal of the unamortized portion of his restricted stock grant compensation
expense in the amount of $0.3 million. Stock-based compensation amounts are
based on the excess of the fair value of our common stock on the date of grant
or sale over the option exercise price or stock purchase price. Compensation
expense related to stock options is amortized over the vesting period of the
options, which generally is four years. In connection with the acquisition of
InterAct, we recorded $3.4 million of deferred stock-based compensation related
to the issuance of 997,599 shares of common stock simultaneously with the
closing of the InterAct acquisition, which are being held in escrow and will be
released annually in equal one-third increments beginning in May 2003.
Accordingly, the deferred stock-based compensation related to the 997,599
shares was being expensed over three years, which began in May 2002. The
release of the stock from escrow is contingent upon the satisfaction of certain
employment obligations to us by Carolyn Bradfield, the former president and
chief executive officer of InterAct. In April 2004, we announced a search for
an Executive Vice President of Sales. Our current Senior Vice President of
Sales, Carolyn Bradfield, is expected to leave the Company and as a result we
expect to record a stock compensation charge related to the unrecognized
deferred stock-based compensation associated with the escrowed shares of
restricted stock. Should the cessation of the provision of services to us occur
in the second quarter of 2004, we will record additional stock-based
compensation expense of $930,000 in the second quarter. Other Income (Expense).Interest income remained consistent at $0.1
million for the three months ended March 31, 2004 and 2003, respectively.
Interest expense decreased slightly for the three months ended March 31, 2004
from $0.1 million for the three months March 31, 2003 due to the refinancing of
our outstanding term loan with a lower interest rate and a decreasing principal
balance on which interest is calculated. Liquidity and Capital Resources As of March 31, 2004, cash and cash equivalents were $40.2 million, an
increase of $0.6 million compared with cash and cash equivalents of $39.6 held
as of December 31, 2003. 20.




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Net cash provided by operations was $0.7 million and $2.5 million for the
three months ended March 31, 2004 and 2003, respectively. Cash provided by
operations decreased significantly for the first three months of 2004 as
compared to the first three months of 2003 primarily due to a net loss of $0.7
million for the three months ended March 31, 2004 as compared to net income of
$0.3 million for the three months ended March 31, 2003. The decrease is also
explained by an increase in accounts receivable and decreases in accrued
compensation and accrued expenses, partially offset by a decrease in prepaid
expenses and an increase in accounts payable. Net cash used by investing activities was $0.6 million and $1.5 million
for the three months ended March 31, 2004 and 2003, respectively. Net cash
used by investing activities in the first quarter of 2004 and 2003 primarily
related to capital expenditures for equipment purchases in anticipation of the
release of Raindance Meeting Edition and additional conferencing capacity.
Overall, we expect capital expenditures to decrease in 2004 over 2003 due to
capital expenditures in 2003 in anticipation of our release of Raindance
Meeting Edition. Net cash provided by financing activities was $0.4 million and $0.2
million for the three months ended March 31, 2004 and 2003, respectively. Cash
provided by financing activities in the first quarter of 2004 and 2003 was
primarily due to cash proceeds from the exercise of common stock options and
employee stock purchase plan purchases offset by debt service payments. As of March 31, 2004, we had approximately $2.2 million in total debt
obligations outstanding, of which approximately $2.1 million was current. Effective December 31, 2002, we amended the terms of a loan and security
agreement that we originally entered into on October 9, 2001. We renewed and
increased the revolving line of credit and refinanced the term loan. In
connection with refinancing the term loan, the current outstanding balance was
scheduled to be repaid with monthly principal payments of approximately $0.1
million plus interest at 5.25% over 36 months, with the final payment due in
January 2006. Advances under the revolving line of credit were limited to $12.5
million or 90% of eligible accounts receivable as defined and adjusted in the
agreement. The revolving line of credit was available through January 26,
2004. Advances under the revolving line of credit may have been repaid and
re-borrowed at any time prior to the maturity date. The loan and security
agreement was collateralized by substantially all of our tangible and
intangible assets and was subject to compliance with covenants, including
minimum liquidity coverage, minimum quick ratio and maximum quarterly operating
losses adjusted for interest, taxes, depreciation, amortization and other
non-cash charges. We were also prohibited from paying any dividends without the
banks prior written consent. At March 31, 2004, the balance due under this
agreement was approximately $1.8 million, all of which was deemed to be current
as this loan was paid in full in April 2004. In addition, in May 2003, we
entered into a loan agreement with a vendor, in the amount of $0.7 million, to
finance certain fixed assets. The loan is scheduled to be repaid with quarterly
principal payments of approximately $0.1 million plus interest at 2.5% with the
final payment due in April 2005. At March 31, 2004, the balance due under this
agreement was $0.4 million, of which $0.3 million was current. In April 2004,
we entered into a credit agreement with another bank for a revolving line of
credit, which expires in April 2006. Outstanding advances under the revolving
line of credit are limited to $15.0 million. Advances under the revolving line
of credit bear interest at 1/2% below the banks prime rate and may be repaid
and re-borrowed at any time prior to the maturity date. The credit agreement is
collateralized by substantially all of our tangible and intangible assets and
is subject to compliance with covenants, including minimum liquidity coverage,
minimum tangible net worth and positive adjusted EBITDA defined as quarterly
net income (loss) adjusted for interest, taxes, depreciation, amortization and
other non-cash charges. We are also prohibited from paying any dividends
without the banks prior written consent. We also receive funds from time to time from the exercise of options or
similar rights to purchase shares of our common stock. We have no other
material external sources of liquidity. We have generated positive cash flows from operations for ten consecutive
quarters and we expect to continue to generate positive cash flows from
operations in the near term. However, such cash flows may be less than the
amounts recorded in prior quarters due to an anticipated increase in sales and
marketing expenditures in connection with the release of Raindance Meeting
Edition in March 2004 and an increase in research and development expenses.
Looking ahead, we currently expect our debt service payments to increase in
2004 as compared to 2003 primarily due to the early retirement of our term loan
and we expect capital expenditures to decrease in 2004 as compared to 2003. We
also expect proceeds from the exercise of common stock options; however, it is
not possible to estimate what impact this will have in 2004. 21.




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We obtain a significant portion of our liquidity from operating cash
flows. Our customer base consists of a large number of geographically dispersed
customers diversified across several industries. No single customer accounted
for greater than 10% of our total revenue in the first quarter of 2004. At
March 31, 2004, the Company had a receivable due from Qwest Communications
International, Inc. of $1.1 million or 10.0% of the Companys total accounts
receivable balance at such date. Our five largest customers represented $5.3
million or 27.0% of our total first quarter 2004 revenue and also represented
$2.9 million or 25.9% of our total March 31, 2004 accounts receivable balance.
The sixth through twenty-fifth largest customers represented $2.8 million or
14.1% of our total first quarter 2004 revenue. A significant change in the
liquidity or financial position of one of our larger customers could have a
material adverse impact on our operating cash flows. In addition, a decrease in
their use of our services may adversely impact our future operating results.
For example, Oracle Corporation, whose purchases accounted for 7.8% of our
revenue in the first quarter of 2004, has indicated its intent to discontinue
using our services as it will transition to an internal conferencing system in
the second quarter. As of March 31, 2004, our purchase commitments for bandwidth usage and
telephony services and equipment were approximately $24.1 million and will be
expended over the next two years. Some of these agreements may be amended to
either increase or decrease the minimum commitments during the lives of the
respective contracts. We have made a commitment to our primary conferencing
bridge provider for the purchase of equipment. This commitment was contingent
on certain functionality being available in the conferencing bridges by May 12,
2004. We have notified the conferencing bridge provider that we may terminate
all commitments under this agreement in the event the required functionality is
not available by May 12, 2004. The total commitment, exclusive of any potential
termination or reduction, as of March 31, 2004 was approximately $6.4 million
to be expended through 2005. We lease office facilities under various operating leases that expire
through 2009. Total future minimum lease payments, under all operating leases,
as of March 31, 2004, are approximately $7.2 million. We have subleased six of
these facilities and future minimum sublease receivables for all subleased
facilities, as of March 31, 2004, approximate $1.5 million that we expect to
receive through September 2005. Our contractual obligations and commitments to make future payments as of
March 31, 2004 are as follows (in thousands): Payments Due by PeriodTotal
    
    Less than 1 year
    
    2-3 years
    
    4-5 years
    
    Over 5 yearsLong-term debt
    
    $
    2,213
    
    
    $
    2,126
    
    
    $
    87
    
    
    $
    
    
    
    $
    Operating leases, exclusive of sublease receivables
    
    
    7,211
    
    
    
    2,322
    
    
    
    2,781
    
    
    
    1,636
    
    
    
    472Purchase obligations
    
    
    30,460
    
    
    
    16,543
    
    
    
    13,917
    
    
    
    
    
    
    
    Total contractual obligations and commitments
    
    $
    39,884
    
    
    $
    20,991
    
    
    $
    16,785
    
    
    $
    1,636
    
    
    $
    472
 Not included in the contractual commitments schedule above are employment
commitments we have made to certain current and former officers of the Company.
See Notes 5(c) and 5(d) to the financial statements. Typically, the amount that
may be paid and the timing of such a payment are not known with certainty. At
March 31, 2004 our total employment-related commitments were approximately $4.0
million. We currently anticipate that existing cash resources and our new revolving
line of credit facility will be sufficient to fund our anticipated working
capital and capital expenditure needs for at least the next twenty-four months.
We base our expenses and expenditures in part on our expectations of future
revenue levels. If our revenue for a particular period is lower than expected,
we may take steps to reduce our operating expenses accordingly. If cash
generated from operations is insufficient to satisfy our liquidity
requirements, we may seek to sell additional public or private equity
securities, borrow on our revolving line of credit or obtain additional debt
financing. Additional financing may not be available at all or, if available,
may not be obtainable on terms favorable to us. If we are unable to obtain
additional financing, we may be required to reduce the scope of our planned
technology and product development and sales and marketing efforts, which could
harm our business, financial condition and operating results. Additional
financing may also be dilutive to our existing stockholders. 22.




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Critical Accounting Policies and Estimates We prepare our consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America. As
such, we are required to make certain estimates, judgments and assumptions that
we believe are reasonable based upon the information available. These estimates
and assumptions affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the periods presented. Actual results could differ from those
estimates. Our significant accounting policies are described in Note 1 to the
consolidated financial statements. Not all of these significant accounting
policies require us to make difficult subjective or complex judgments or
estimates. An accounting estimate is considered to be critical if it meets both
of the following criteria; the estimate requires assumptions about matters that
are highly uncertain at the time the accounting estimate is made, and different
estimates reasonably could have been used or changes in the estimate that are
reasonably likely to occur from period to period may have a material impact on
our financial condition and results of operations. Our critical accounting
estimates include the accounts receivable allowance for doubtful accounts,
useful lives of depreciable and intangible assets and their recoverability, the
assessment of goodwill and its recoverability, the valuation allowance for
deferred tax assets and restructuring charges and reserves. Our critical accounting policies and estimates are included in our Form
10-K, filed on March 12, 2004. 23.




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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 decline, and you may lose all or part
of your investment. You should not rely on forward-looking statements because they are inherently
uncertain. This document contains certain forward-looking statements that involve
risks and uncertainties. We use words such as anticipate, believe,
expect, future, intend, plan and similar expressions to identify
forward-looking statements. These statements are only predictions. Although we
believe that the expectations reflected in these forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. You should not place undue reliance on these forward-looking
statements, which apply only as of the date of this document. Our actual
results could differ materially from those anticipated in these forward-looking
statements for many reasons, including the risks faced by us and described on
the following pages and elsewhere in this document. We assume no obligation to
update the forward-looking statements included in this document. We believe it is important to communicate our expectations to our
investors. However, there may be events in the future that we are not able to
predict accurately or over which we have no control. The risk factors listed
below, as well as any cautionary language in this document, provide examples of
risks, uncertainties and events that may cause our actual results to differ
materially from the expectations we describe in our forward-looking statements.
Before you invest in our common stock, you should be aware that the occurrence
of the events described in these risk factors and elsewhere in this document
could have a material adverse effect on our business, operating results,
financial condition and stock price. We have a history of losses and we expect to continue to incur net losses. Our operating costs have exceeded our revenue in each year since our
inception in April 1997, except for the fiscal year 2003. We have incurred
cumulative net losses of approximately $169.1 million from our inception
through March 31, 2004 and we expect to have additional net losses in the
future. We expect to incur net losses in the near term as we expand our sales
force, increase marketing expenditures and continue to invest in research and
development efforts in connection with the launch of Raindance Meeting Edition
which occurred in March 2004. In addition, our anticipated net losses may
increase in the future if existing or future competitors decrease our market
share, if price pressure increases, if our next-generation services do not
achieve widespread market acceptance or if such services reduce our revenue
from our existing services and our revenue from web-related services does not
substantially increase, or if the web conferencing market does not rapidly
grow. If our net losses in the future increase more than we anticipate, we may
not be able to maintain or increase our sales and marketing, research and
development, or other operating expenses, and as a result, we may be unable to
continue our operations as currently planned. Accordingly, we must
significantly increase our revenue, which may be difficult for us to do. We have a limited operating history, which makes it difficult to evaluate our
business. We have a limited operating history and you should not rely on our recent
results as an indication of our future performance. We were incorporated in
April 1997 and first recorded revenue in January 1998. We began commercially
offering our Reservationless Conferencing service in April 1999, our Web
Conferencing Pro service in June 2000, our Operator Assisted Conferencing
service in the first quarter of 2003 and Raindance Meeting Edition in March
2004. In January 2001, we restructured our company to focus solely on our web
conferencing services. In connection with this restructuring, we made
significant changes to our services and growth strategies, our sales and
marketing plans, and other operational matters, including a significant
reduction in our employee base. As a result, we have a limited relevant
operating history and it may be difficult to evaluate an investment in our
company, and we cannot be certain that our business model and future operating
performance will yield the results that we intend. In addition, the rapidly
changing nature of the web conferencing market makes it difficult or impossible
for us to predict future results, and you should not expect our future revenue
growth to equal or exceed our recent growth rates. There are a number of
factors described in this section that could cause fluctuations in our
operating results in any particular period. If any of these risks are not
within our control or we are otherwise unable to address these risks in a
cost-effective manner or at all, our operating results will be harmed. 24.




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We may fail to meet market expectations because of fluctuations in our
quarterly operating results, which would cause our stock price to decline. As a result of our limited operating history, increased competition, the
rapidly changing market for our services, price pressure and the other risks
described in this section, our quarterly operating results have varied
significantly from period to period in the past and are likely to continue to
vary significantly in future periods. For example, our quarterly net income and
net loss ranged between $1.4 million net income and $0.7 million net loss in
the four quarters ended March 31, 2004. Our quarterly revenue ranged between
$20.3 million and $16.8 million in the four quarters ended March 31, 2004. Many
of the factors that may cause fluctuations in our quarterly operating results
are beyond our control, such as increased competition, pricing pressure and
market demand for our services. Our ability to license software may also
contribute to such fluctuations, as licensing opportunities have traditionally
arisen infrequently, are difficult to predict, and currently, we do not have
any software licensing revenue projected. Additionally, we expect our results
will fluctuate based on seasonal sales patterns. Our operating results have
shown decreases in our usage-based services around the holidays, such as
spring, summer, Thanksgiving, December and New Year holidays. We expect that
our revenue during these seasons will not grow at the same rates as compared to
other periods of the year because of decreased use of our services by business
customers. As a result of these factors and other risks described in this
section, our quarterly operating results are difficult to predict and may not
meet the expectations of securities analysts or investors. If this occurs, the
price of our common stock would decline. A high percentage of our revenue is attributable to repeat customers, none of
whom are obligated to continue to use our services. The failure of continued
use of our services by existing customers could harm our operating results and
cause our stock price to decline. A high percentage of our revenue is attributable to repeat customer usage
of our services. Our customers are not obligated to continue to use our
services as we provide our services largely on a usage-based pricing model. For
example, in the quarter ended March 31, 2004, 91.9% of our revenue was
usage-based. In addition, customers have no obligation to renew subscription
contracts with us. As a result, our inability to retain existing customers and
sustain or increase their usage of our services could result in lower than
expected revenue, and therefore, harm our ability to sustain profitability on a
consistent basis or at all, and cause our stock price to decline. In addition,
because many of our customers have no continuing obligations with us, we may
face increased downward pricing pressure that could cause a decrease in our
gross margins. Our customers depend on the reliability of our services and we
may lose a customer if we fail to provide reliable services for even a single
communication event. A significant portion of our revenue is attributable to large customers that
have no obligation to continue to use our services. We target our services to large companies and as a result, we may
experience an increase in customer concentration. For example, our top five
customers accounted for 27.0% and 22.7% of our revenue in the quarters ended
March 31, 2004 and 2003, respectively. The sixth through twenty-fifth largest
customers represented 14.1% of our total first quarter 2004 revenue. These
large customers have no obligation to continue to use our services. For
example, Oracle Corporation is a large customer of ours, representing 7.8% of
our revenue in the first quarter of 2004, and has indicated its intent to
discontinue using our services as it will transition to an internal
conferencing system in the second quarter of 2004. If any of these large
customers stop using our services or are unable to pay their debts as they
become due, our operating results will be harmed, our revenue will be
negatively impacted, and our anticipated net losses would increase. We have a
receivable due from Qwest Communications International, Inc. at March 31, 2004,
which was approximately $1.1 million or 10.0% of the Companys total accounts
receivable balance. In the third and fourth quarters of 2003, we recognized a significant portion
of our revenue from a non-recurring software license. We recognized $1.1 million and $2.9 million in revenue in the third and
fourth quarters of 2003, respectively, associated with the sale of a Web
Conferencing Pro license. The software license fees associated with this
license will not recur. As a result, our inability to continue to sell software
licenses will result in lower than expected revenue, and negatively impact
gross margins and net losses. Licensing opportunities have traditionally
arisen infrequently, are difficult to predict and currently we do not have any
significant software licensing revenue projected beyond 2003. In addition, by
licensing software we have created an opportunity for the licensee to compete
against us, which may reduce our market share, harm our competitive position,
and create further price pressure. As a result, our operating and financial
performance may be harmed. 25.




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We anticipate that our operating expenses will increase, and if our revenue
does not increase, our operating results will be negatively impacted. We anticipate incurring significant sales and marketing, research and
development and other operating expenses, particularly as we continue
developing our next-generation service and architecture and introduce this new
service into the marketplace. We project expenses in part on our estimates of
future revenue. If our revenue for a particular period is lower than we
expect, we may be unable to reduce our operating expenses for that period or at
all, in which case our operating results would be negatively impacted, and our
anticipated net losses may increase. If we fail to offer competitive pricing, we may not be able to attract and
retain customers. The prices for our services are subject to rapid and frequent changes. For
example, in the twelve month period ended March 31, 2004 the average price per
minute for our Reservationless Conferencing service decreased by 10.9%. In many
cases, competitors provide their services at significantly reduced rates, for
free or on a trial basis in order to win customers. In addition,
telecommunications providers enjoy lower telephony costs as a result of their
ownership of the underlying telecommunications network. As a result, these
carriers can offer services similar to ours at substantially reduced prices.
Due to competitive factors and the rapidly changing marketplace, we have
reduced our pricing in many circumstances and may be required to further reduce
our pricing structure in the future, which would negatively affect our revenue,
margins and increase our anticipated net losses. The growth of our business substantially depends on our ability to successfully
develop and introduce new services and features in a timely manner. Our growth depends on our ability to develop leading-edge web conferencing
services and features. For example, we recently released our Raindance Meeting
Edition service and our SwitchTower technology in March 2004; however, we may
need to release additional features, functionalities and services to remain
competitive in the market. Many companies, including some of our competitors
are utilizing less costly resources in China and India to develop their
products and services. As a result, our competitors may be able to develop
superior products, services and features more quickly and more cost-effectively
than we can. If the services and features we develop fail to achieve widespread
market acceptance or fail to generate significant revenue to offset development
costs, our anticipated net losses may increase. In addition, we have
experienced development delays and cost overruns in our development efforts in
the past and we may encounter these problems in the future. Delays and cost
overruns could affect our ability to respond to technological changes, evolving
industry standards, competitive developments or customer requirements. In addition, our ability to introduce new services and features may depend
on us acquiring technologies or forming relationships with third parties and we
may be unable to identify suitable candidates or come to terms acceptable to us
for any such acquisition or relationship. We also may not be able to
successfully alter the design of our systems to quickly integrate new
technologies. Our next-generation services may impact the revenue we receive from existing
services. Our Raindance Meeting Edition and other next-generation services may
negatively impact the revenue we receive for our existing services,
particularly our Web Conferencing Pro services. While we intend to continue to
sell our Web Conferencing Pro services in 2004, this service may lose market
share due to the vast majority of our resources being expended on our
next-generation services. In the event that we are unable to develop our
next-generation services in a timely manner, and if such next-generation
services do not generate significant revenue to offset any declining revenue
from Web Conferencing Pro services, our financial performance could be
negatively affected, particularly revenue, gross margins and net losses. Competition in the web 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 market for web conferencing services is relatively new, rapidly
evolving and intensely competitive. Competition in our market will continue to
intensify and may force us to further reduce our prices, or cause us to
experience reduced sales and margins, loss of market share and reduced
acceptance of our services. Recently, Microsoft acquired Placeware, a
competitor of ours, and Cisco Systems acquired Latitude Communications, another
competitor of ours. As a result of these acquisitions, Microsoft and Cisco may
expend significantly greater resources developing and enhancing conferencing
services and/or software 26.




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that directly compete with our offerings, and because these companies can
leverage widespread use of their product and services by customers to capture
market share in the conferencing market, our market share may significantly
decline. In addition, some large software companies, such as Oracle and
Macromedia, are also providing web conferencing products in addition to their
software offerings. These companies may expend significantly greater resources
developing, enhancing and marketing their web conferencing products, and as a
result, our market share may significantly decline. In addition, Oracle is a
large customer of ours and has indicated its intent to discontinue using our
services as it will transition to an internal conferencing system in the second
quarter of 2004. Many of our current and potential 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. As a result, these competitors may be able to spread
costs across diversified lines of business, and therefore, adopt aggressive
strategies, such as reduced pricing structures and large-scale marketing
campaigns, that reduce our ability to compete effectively. Telecommunication
providers, for example, enjoy lower telephony costs as a result of their
ownership of the underlying telecommunication network. We expect that many more
companies will enter this market and invest significant resources to develop
web 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. For example:  
    
    competitors could acquire or partner with companies with which we have
distribution relationships and discontinue our partnership, resulting
in the loss of distribution opportunities for our services;
    
    a competitor could be acquired by or enter into a strategic
relationship with a party that has greater resources and experience
than we do, such as the Microsoft/Placeware and Cisco/Latitude
acquisitions, thereby increasing the ability of the competitor to
compete with our services; or
    
    a competitor could acquire or partner with one of our key suppliers. Our sales cycle makes it difficult to predict our quarterly operating results. Our sales cycle varies from several weeks to several months depending on
the type and size of customer approached. Oftentimes, potential customers
require approvals from multiple decision makers within their organizations. In
addition, since most of our services are provided on a usage-based pricing
model, it generally takes several weeks or months before our services are
ramped for use within an organization. These variables make it difficult for
us to predict if and when our services will be adopted and used by our
customers. As a result, our quarterly operating results are difficult to
predict. Our business and operating results may suffer if we fail to establish
distribution relationships or if our distribution partners do not successfully
market and sell our services. For the quarter ended March 31, 2004, 18.3% of our revenue was
attributable to our indirect service customers. These customers may not be
obligated to distribute our services through their sales channels. In
addition, these customers may not be obligated to continue to use our services
or renew any subscription agreements with us. As a result, we cannot
anticipate the amount of revenue we will derive from these relationships in the
future. Our inability to retain these customers and sustain or increase their
distribution of our services could result in significant reductions in our
revenue or we may be required to reduce the price they pay for our services,
and therefore, increase our anticipated net losses. If we fail to establish new distribution relationships in a timely manner
or if our distribution partners do not successfully distribute our services,
our ability to achieve widespread adoption for our services will suffer and our
business and operating results will be harmed. Establishing these distribution
relationships can take several months or more. Additionally, it typically
takes several months or longer before our distribution arrangements generate
revenue. Our distribution partners are not prohibited from offering and
reselling the products and services of our competitors and may choose to devote
greater resources to marketing and supporting the products and services of our
competitors. 27.




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We depend on single source suppliers for key components of our infrastructure
and a limited number of sources for telephony services, the loss of which could
cause significant delays and increased costs in providing services to our
existing and prospective customers. We purchase substantially all of our key components of our telephony
hardware infrastructure from a single supplier. Any extended reduction,
interruption or discontinuation in the supply of these components would cause
significant delays and increased costs in providing services to our existing
and prospective customers. These components form the basis of our audio
conferencing infrastructure, upon which the majority of our services rely. In
order to continue to expand our infrastructure capacity, we must purchase
additional components from this supplier. In September 2003, we made a
commitment to purchase $10.3 million in hardware from this supplier. This
commitment was contingent on certain functionality being available in the
conferencing bridges by May 12, 2004. We have notified the conferencing bridge
provider that we may terminate all commitments in the event the required
functionality is not available by May 12, 2004. If we were required to find
alternative sources for these components, we may experience difficulty in
integrating them into our infrastructure and we could be required to expend
significant money and resources, which may harm our operating results. We also
have a limited number of sources for our telephony services, which constitute
the transport for our audio conferencing infrastructure, upon which the
majority of our services rely. If these suppliers were to terminate or
interrupt their services, we may experience difficulties in obtaining
alternative sources on commercially reasonable terms or in integrating
alternative sources into our technology platform. In addition, if we were
required to obtain these services from alternative sources, our cost of sales
may substantially increase. Our transition to VoIP technology is subject to significant risks, delays and
costs. We recently announced that we intend to transition some of our long
distance telephony traffic onto a VoIP platform. As a result of this change,
we become subject to significant risks, delays and costs. The costs associated
with a transition to a new service provider are substantial. For example, we
have reengineered our systems and infrastructure to accommodate our new service
provider, and expect to continue to do so, which is both expensive and
time-consuming. In addition, we have experienced disruptions and delays in our
services in the past due to the transition to a new service provider and new
technologies. For example, our primary bridge conferencing vendor does not
expect to have certain functionality available in conferencing bridges required
for this transition in the time periods we initially anticipated. As such, we
expect our transition to a VoIP platform to be delayed. There also may be
unforeseen circumstances as a result of this transition that may cause delays
in transitioning our long distance telephony traffic. As a result of these
delays our anticipated net losses may increase. Any interruption in the
delivery of our services may cause a loss of revenue and a loss of customers. If any of the third party services that we use become unavailable to us, our
services would be subject to significant delays and increased costs. We rely on third party services, such as Internet access, transport and
long distance providers. These companies may not continue to provide services
to us without disruptions, at the current cost, or at all. The costs associated
with a transition to a new service provider would be substantial. We may be
required to reengineer our systems and infrastructure to accommodate a new
service provider, which would be both expensive and time-consuming. In
addition, we have experienced disruptions and delays in our services in the
past due to service disruptions from these providers. Any interruption in the
delivery of our services would likely cause a loss of revenue and a loss of
customers. Our business will suffer if our systems fail or become unavailable. A reduction in the performance, reliability or availability of our systems
will harm our ability to provide our services to our users, as well as harm our
reputation. Some of our customers have experienced interruptions in our
services in the past due to service or network outages, periodic system
upgrades and internal system failures. Similar interruptions may occur from
time to time in the future. Because our revenue depends largely on the number
of users and the amount of minutes consumed by users, our business will suffer
if we experience frequent or extended system interruptions. We maintain our primary data facility and hosting servers at our
headquarters in Louisville, Colorado, and a secondary data facility in Denver,
Colorado. Our operations depend on our ability to protect these facilities and
our systems against damage or interruption from fire, power loss, water,
telecommunications failure, vandalism, sabotage and similar unexpected events.
In 28.




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addition, a sudden and significant increase in traffic on our systems or
infrastructure could strain the capacity of the software, hardware and systems
that we use. This could lead to slower response times or system failures. The
occurrence of any of the foregoing risks could cause service interruptions and,
as a result, materially harm our reputation, negatively affect our revenue, and
increase our anticipated net losses. Our services are often used to share confidential and sensitive information
and, as a result, if our security system is breached, our business and
reputation could suffer. We must securely receive and transmit confidential information for our
customers over public networks and maintain that information on internal
systems. Our failure to prevent security breaches could damage our reputation,
and expose us to risk of loss or liability. If we fail to provide adequate
security measures to protect the confidential information of our customers, our
customers may refrain from using our services or potential customers may not
choose to use our services, and as a result, our operating results would be
harmed. Our servers are vulnerable to computer viruses, physical or electronic
break-ins and similar disruptions, which could lead to interruptions, delays or
loss of data. We may be required to expend significant capital and other
resources to protect against security breaches or to alleviate problems caused
by any breach. In addition, our internal systems are accessible to a number of
our employees. Although each of these employees is subject to a confidentiality
agreement, we may be unable to prevent the misappropriation of this
information. If we do not increase the capacity of our infrastructure in excess of customer
demand, customers may experience service problems and choose not to use our
services. The amount of conferencing events we host has increased significantly. We
must continually increase our capacity consistent with our growth in usage. We
generally maintain between 50% and 60% capacity based on average usage. To
accommodate increased customer usage and rapidly expand our operations requires
a significant increase in the capacity of our infrastructure. To increase
capacity, we may need to order equipment with substantial development and
manufacturing lead times, which can sometimes be several months or longer. If
we fail to increase our capacity in a timely and efficient manner, customers
may experience service problems, such as busy signals, improperly routed
conferences, and interruptions in service. Service problems such as these would
harm our reputation, cause us to lose customers and decrease our revenue, and
therefore our ability to sustain profitability on a consistent basis or at all.
Conversely, if we overestimate our capacity needs, we will pay for more
capacity than we actually use, resulting in increased costs without a
corresponding increase in revenue, which would harm our operating results. Our failure to manage growth could cause substantial increases in our operating
costs and harm our ability to sustain profitability on a consistent basis or at
all and, therefore, decrease the value of our stock. Despite our restructuring in January 2001, which resulted in, among other
things, a significant reduction in the size of our workforce, we have rapidly
expanded since inception, and will continue to expand our operations and
infrastructure. This expansion has placed, and will continue to place, a
significant strain on our managerial, operational and financial resources and
we may not effectively manage this growth. Rapidly expanding our business would
require us to invest significant amounts of capital in our operations and
resources, which would substantially increase our operating costs. As a result,
our failure to manage our growth effectively could cause substantial increases
in our operating costs without corresponding increases in our revenue, thereby
increasing our anticipated net losses. Also, our management may have to divert
a disproportionate amount of its attention away from our day-to-day activities
and devote a substantial amount of time to managing growth. In order to rapidly
expand our business we may need to raise additional funds. Any future financing
we require may not be available on a timely basis, in sufficient amounts or on
terms acceptable to us. If we cannot obtain adequate funds, we may not be able
to compete effectively. Our joint venture with @viso Limited was not successful and any future plans
for international expansion may not be successful, which could harm our ability
to attract multi-national customers and adversely affect our operating results. We have attempted to expand into international markets and spent
significant financial and managerial resources to do so. In particular, we
formed a joint venture with @viso Limited, a European-based venture capital
firm, to expand our operations to continental Europe and the United Kingdom.
Currently, this joint venture is in the process of being liquidated and will be
dissolved. This decision may harm our strategy to expand internationally and
attract multi-national customers. Further, we will not realize the value from
the costs associated with starting up this venture. 29.




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If we expand internationally, either alone or with a partner, we would be
required to spend additional financial and managerial resources that may be
significant. 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:  
    
    difficulties in establishing and maintaining distribution channels and partners for our services;
    
    varying technology standards from country to country;
    
    uncertain protection of intellectual property rights;
    
    inconsistent regulations and unexpected changes in regulatory requirements;
    
    difficulties and costs of staffing and managing international operations;
    
    linguistic and cultural differences;
    
    fluctuations in currency exchange rates;
    
    difficulties in collecting accounts receivable and longer collection periods;
    
    imposition of currency exchange controls; and
    
    potentially adverse tax consequences. In addition, our expansion into international markets may require us to
develop specific technology that will allow our current systems to work with
international telephony systems. We may not develop this technology in a timely
manner, in a way to prevent service disruptions or at all. We may acquire other businesses, form joint ventures and make investments in
other companies that could negatively affect our operations and financial
results and dilute existing stockholders. We may pursue additional business relationships through acquisitions,
joint ventures, or other investment prospects, which may not be successful, and
we may not realize the benefits of any acquisition, joint venture, or other
investment. We have limited experience in acquisition activities and may have to
devote substantial time and resources in order to complete acquisitions. There
may also be risks of entering markets in which we have no or limited prior
experience. Further, these potential acquisitions, joint ventures and
investments 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. An acquisition may further strain our existing
financial and managerial controls, and divert managements attention away from
our other business concerns. There may also be unanticipated costs associated
with an acquisition that may harm our operating results and key personnel may
decide not to work for us. These risks could harm our operating results and
cause our stock price to decline. In addition, if we were to make any acquisitions, we could, for example:  
    
    issue equity securities that would dilute our stockholders;
    
    expend cash;
    
    incur debt;
    
    assume unknown or contingent liabilities; and
    
    experience negative effects on our results of operations. 30.




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Our Reservationless Conferencing service may become subject to traditional
telecommunications carrier regulation by federal and state authorities, which
would increase the cost of providing our services and may subject us to
penalties. We believe our Reservationless Conferencing service is not subject to
regulation by the Federal Communications Commission (FCC) or any state public
service commission because the services integrate traditional voice
teleconferencing and added value Internet services. The FCC and state public
service commissions, however, may require us to submit to traditional
telecommunications carrier regulations for our Reservationless Conferencing
service under the Communications Act of 1934, as amended, and various state
laws or regulations as a provider of telecommunications services. If the FCC or
any state public service commission seeks to enforce any of these laws or
regulations against us, we could be prohibited from providing the voice aspect
of our Reservationless Conferencing service until we have obtained various
federal and state licenses and filed tariffs. We believe we would be able to
obtain those licenses, although in some states, doing so could significantly
delay our ability to provide services. We also would be required to comply with
other aspects of federal and state laws and regulations. Subjecting our
Reservationless Conferencing service to these laws and regulations would
increase our operating costs, could require restructuring of those services to
charge separately for the voice and Internet components, and would involve
on-going reporting and other compliance obligations. We also might be subject
to fines or forfeitures and civil or criminal penalties for non-compliance. Our competitors may be able to create systems with similar functionality to
ours and third-parties may obtain unauthorized use of our intellectual
property. The success of our business is substantially dependent on the proprietary
systems that we have developed. To protect our intellectual property rights, we
currently rely on a combination of trademarks, service marks, trade secrets,
copyrights, and confidentiality agreements with our employees and third
parties, and protective contractual provisions. We also own five patents
relating to features of our Web Conferencing Pro service. These measures may
not be adequate to safeguard the technology underlying our web conferencing
services and other intellectual property. Unauthorized third parties may copy
or infringe upon aspects of our technology, services or other intellectual
property. Other than the patents that we own, our proprietary systems are not
currently protected by any patents and we may not be successful in our efforts
to secure patents for our proprietary systems. Regardless of our efforts to
protect our intellectual property, our competitors and others may be able to
develop similar systems and services without infringing on any of our
intellectual property rights. In addition, employees, consultants and others
who participate in the development of our proprietary systems and services may
breach their agreements with us regarding our intellectual property and we may
not have any adequate remedies. Furthermore, the validity, enforceability and
scope of protection for intellectual property such as ours in Internet-related
industries are uncertain and still evolving. We also may not be able to
effectively protect our intellectual property rights in certain countries. In
addition, our trade secrets may become known through other means not currently
foreseen by us. If we resort to legal proceedings to enforce our intellectual
property rights, the proceedings could be burdensome and expensive, and as a
result, harm our ability to sustain profitability on a consistent basis or at
all. Additionally, in any litigation the outcome is uncertain. We have been sued for patent infringement and may be subject to additional
claims alleging intellectual property infringement. In August 2003, a lawsuit was filed by Edisync Systems, LLC against us and
some of our competitors alleging patent infringement. In December 2003, we
entered into a definitive settlement agreement with the plaintiff, for which we
previously had accrued $0.3 million in the third quarter of 2003. In addition,
we may be subject to other claims alleging intellectual property infringement.
Claims of this nature could require us to spend significant amounts of time and
money to defend ourselves, regardless of their merit. If any of these claims
were to prevail, we could be forced to pay damages, comply with injunctions,
divert management attention and resources, or halt or delay distribution of our
services while we reengineer them or seek licenses to necessary intellectual
property, which might not be available on commercially reasonable terms or at
all. As the number of competitors in our market grows, there is an increased
risk that the proprietary systems and software upon which our services rely may
be increasingly subject to third-party infringement claims. Our business may be harmed if our services do not work with the various
hardware and software systems, including corporate security measures, used by
our customers. We currently provide services to customers with various hardware and
software systems, ranging from legacy to next-generation applications and
networking equipment. If our services are unable to support these diverse
platforms, and if 31.




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we fail to modify our services to support new versions of these
applications and equipment, our services may fail to gain broad market
acceptance, which would cause our operating results to suffer. Furthermore,
because of bandwidth constraints on corporate intranets and concerns about
security, our customers and potential customers may block reception of web
services like ours within their corporate environments. In order for customers
to use our services, customers and users may need to reconfigure their
corporate intranets, security measures and firewalls. Widespread adoption of
our technology and services depends on overcoming these obstacles. Our current stock compensation expense negatively impacts our earnings, and if
we are required to report the fair value of employee stock options as an
expense in conjunction with 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 grant only if the current market price of the
underlying stock exceeds the exercise price. As of March 31, 2004 we had
approximately $2.5 million in deferred equity-based compensation expense. We
expect this expense to be amortized over six years and to negatively impact our
earnings during that time. We recorded approximately $0.9 million of this
deferred stock-based compensation in January 2004 associated with the issuance
of 275,000 shares of restricted stock to our new President and Chief Executive
Officer. $1.6 million of this deferred equity-based compensation will be
recognized as an expense over the next year as options granted prior to our
initial public offering and certain restricted stock grants vest. Options
granted to consultants will fluctuate with our stock price, and as a result,
the amount of future stock compensation expense related to any unvested portion
of such options is difficult to predict. Regulatory authorities are currently
reviewing various proposals that would change the way stock options are
reported. If we are required to report all employee stock options as an
expense based on a change in accounting standards, our earnings will be
negatively impacted, which may cause our stock price to decline and our ability
to sustain profitability on a consistent basis or at all could be harmed. We disclose non-GAAP financial information. We prepare and release quarterly unaudited and annual audited financial
statements prepared in accordance with generally accepted accounting principles
(GAAP). We also disclose and discuss certain non-GAAP financial information
in the related earnings release and investor conference call. This non-GAAP
financial information excludes certain non-cash expenses, consisting primarily
of depreciation, the amortization of intangible assets and stock-based
compensation. We believe the disclosure of non-GAAP financial information helps
investors more meaningfully evaluate the results of our operations. However,
we urge investors to carefully review the GAAP financial information included
as part of our Quarterly Reports on Form 10-Q, our Annual Reports on Form 10-K,
and our quarterly earnings releases and compare the GAAP financial information
with the non-GAAP financial results disclosed in our quarterly earnings
releases and investor calls. We are subject to risks associated with governmental regulation and legal
uncertainties. It is likely that a number of laws and regulations may be adopted in the
United States and other countries with respect to the Internet that might
affect us. These laws may relate to areas such as:  
    
    changes in telecommunications regulations;
    
    copyright and other intellectual property rights;
    
    encryption;
    
    personal privacy concerns, including the use of cookies and individual user information;
    
    e-commerce liability; and
    
    email, network and information security. Changes in telecommunications regulations could substantially increase the
costs of communicating on the Internet. This, in turn, could slow the growth in
Internet use and thereby decrease the demand for our services. Several
telecommunications carriers are advocating that the Federal Communications
Commission regulate the Internet in the same manner as other telecommunications
services by imposing access fees on Internet service providers. Recent events
suggest that the FCC may 32.




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begin regulating the Internet in such a way. In addition, we operate our
services throughout the United States and state regulatory authorities may seek
to regulate aspects of our services as telecommunication activities. Other countries and political organizations are likely to impose or favor
more and different regulations than those that have been proposed in the United
States, thus furthering the complexity of regulation. The adoption of such laws
or regulations, and uncertainties associated with their validity and
enforcement, may affect the available distribution channels for and costs
associated with our services, and may affect the growth of the Internet. Such
laws or regulations may therefore harm our business. We may be subject to assessment of sales and other taxes for the sale of our
services, license of technology or provision of services, for which we have not
accounted. We may have to pay past sales or other taxes that we have not collected
from our customers. We do not currently collect sales or other taxes on the
sale of our services. Our business would be harmed if one or more states or any
foreign country were to require us to collect sales or other taxes from current
or past sales of services, particularly because we would be unable to go back
to customers to collect sales taxes for past sales and may have to pay such
taxes out of our own funds. Our stock price is volatile and this volatility may depress our stock price,
result in litigation or indicate that our goodwill is impaired, resulting in
further declines to our stock price. The stock market in general, and the stock price of our company in
particular, have experienced extreme price and volume fluctuations. For
example, between January 1, 2002 and March 31, 2004 our stock has traded as
high as $6.30 and as low as $1.20 on the Nasdaq National Market. The volatility
of our stock price can be due to factors such as, fluctuating operating
results, significant purchases and sales of our stock, announcements by us or
our competitors, changes in security analysts estimates of our performance, or
our failure to meet analysts expectations. Many of these factors are beyond
our control. In addition, broad market and industry factors may negatively
impact our stock price, regardless of our operating performance. Many
companies that have experienced volatility in their stock prices have been
targets for securities class action litigation. If we were subject to any such
litigation, we could be required to expend substantial costs and resources,
which could harm our business. Additionally, one of the factors that we
consider in determining a potential impairment of our goodwill is our stock
market capitalization. If our stock price declines and remains depressed for an
extended period of time, our reported goodwill could be materially adversely
impaired which would require us to write down our goodwill, and this charge may
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Item 3. Quantitative and Qualitative Disclosures about Market Risk At March 31, 2004, we had long-term debt, including current portion, in
the aggregate amount of $2.2 million. The balance due of approximately $1.8
million as of March 31, 2004 under our loan and security agreement was
scheduled to be repaid at a fixed interest rate of 5.25% with monthly payments
due through January 2006. The balance due under our loan and security agreement
was paid in full in April 2004. The balance due of approximately $0.4 million
as of March 31, 2004 under our loan agreement with a vendor will be repaid at a
fixed interest rate of 2.5% with quarterly payments due through April 2005. A
change in interest rates would not affect our obligations related to long-term
debt existing as of March 31, 2004, as the interest rates related to such debt
are fixed over the terms. Increases in interest rates could, however, increase
the interest expense associated with future borrowings, including any advances
on our revolving line of credit. On January 26, 2004 our previous revolving
line of credit matured. In April 2004 we entered into a credit agreement with
another bank for a $15.0 million revolving line of credit that bears interest
at 1/2% below the banks prime rate and matures in April 2006, under which we
would be exposed to the risk that a material increase in interest rates could
increase our interest expense to the extent that we make any future draw downs
on the line of credit. We are exposed to foreign currency risks through a
receivable from our European joint venture which is payable in Euros. We do not
employ any risk mitigation techniques with respect to this advance. Our
European joint venture is in the process of dissolution and liquidation and our
foreign currency risk with respect to the loan will be eliminated when these
processes are completed, which we expect to occur in the second quarter of
2004. We may also decide to make future investments that will subject us to
market risk. 
 Item 4. Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in the reports that we file under the
Securities Exchange Act of 1934, as amended (Exchange Act), is recorded,
processed, summarized and reported within the time periods specified in the
SECs rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure about our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act. Donald F. Detampel, Jr., our Chief Executive Officer and Nicholas J.
Cuccaro, our Chief Financial Officer, evaluated the effectiveness of the design
and operation of our disclosure controls and procedures as of the end of the
period covered by this Form 10-Q. Based on that evaluation, they have concluded
that our disclosure controls and procedures are effective as of the end of such
period. Furthermore, there have been no changes in our internal controls over
financial reporting during the fiscal quarter ended March 31, 2004 that have
materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting. 34.




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PART II. OTHER INFORMATION 
 Item 1.Legal Proceedings From time to time, we have been subject to legal proceedings and claims in
the ordinary course of business. Although we are not currently involved in any
material legal proceedings, we may in the future be subject to legal disputes.
Any claims, even if not meritorious, could result in the expenditure of
significant financial and managerial resources. We are not aware of any legal
proceedings or claims that we believe will have, individually or in the
aggregate, a material adverse effect on our business. 
 Item 2.Changes in Securities and Use of Proceeds None. 
 Item 3.Defaults Upon Senior Securities None. 
 Item 4.Submission of Matters to a Vote of Security Holders None. 
 Item 5.Other Information None. 
 Item 6.Exhibits and Reports on Form 8-K  (A.) Exhibits Exhibit No.
    
    Description10.18(1)
    
    Offer Letter, dated January 27, 2004, between Registrant and Donald F. Detampel, Jr.31.1
    
    Certification pursuant to 18 U.S.C. Section
1350 by the Chief Executive Officer, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, filed with
the Securities and Exchange Commission as Exhibit 31.1 to
the Companys Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2004.31.2
    
    Certification pursuant to 18 U.S.C. Section
1350 by the Chief Financial Officer, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, filed with
the Securities and Exchange Commission as Exhibit 31.2 to
the Companys Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2004.32.1
    
    Certifications pursuant to 18 U.S.C. Section
1350 by the Chief Executive Officer and Chief Financial
Officer, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, filed with the Securities and
Exchange Commission as Exhibit 32.1 to the Companys
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2004.(1)
    
    Incorporated by reference to the Registrants
Annual Report on Form 10-K (File No. 000-31045) as filed on
March 12, 2004.
 35.




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(B.) Reports on Form 8-K On January 29, 2004, we filed a Form 8-K furnishing under Item 5
announcing the appointment of Donald F. Detampel, Jr. as our President and
Chief Executive Officer. On February 18, 2004, we filed a Form 8-K furnishing under Item 12
our press release announcing our earnings for the quarter and year ended
December 31, 2003. On April 28, 2004, we filed a Form 8-K furnishing under Item 12 our
press release announcing our earnings for the quarter ended March 31,
2004. 36.




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SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. RAINDANCE COMMUNICATIONS, INC.Date: May 10, 2004
    
    By:
    
    /s/ Nicholas J. CuccaroChief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)
 37.




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EXHIBIT INDEX

Exhibit No.
    
    Description10.18(1)
    
    Offer Letter, dated January 27, 2004, between Registrant and Donald F. Detampel, Jr.31.1
    
    Certification pursuant to 18 U.S.C. Section
1350 by the Chief Executive Officer, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, filed with
the Securities and Exchange Commission as Exhibit 31.1 to
the Companys Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2004.31.2
    
    Certification pursuant to 18 U.S.C. Section
1350 by the Chief Financial Officer, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, filed with
the Securities and Exchange Commission as Exhibit 31.2 to
the Companys Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2004.32.1
    
    Certifications pursuant to 18 U.S.C. Section
1350 by the Chief Executive Officer and Chief Financial
Officer, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, filed with the Securities and
Exchange Commission as Exhibit 32.1 to the Companys
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2004.(1)
    
    Incorporated by reference to the Registrants
Annual Report on Form 10-K (File No. 000-31045) as filed on
March 12, 2004.