Back to GetFilings.com
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
Commission file number 0-23489
ACCESS WORLDWIDE COMMUNICATIONS, INC.
_______________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 52-1309227
__________________________________ _________________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
4950 Blue Lake Drive, Suite 300
Boca Raton, Florida 33431
__________________________________ _________________________________________
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (800) 437-5200
2200 Clarendon Blvd., 12th Floor
Arlington, Virginia 22201
(Former address, if changed since last year)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class. Name of Each Exchange on Which
- - ------------- Registered.
None. None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
Title of Class
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 as the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by reference
to the price at which the stock was sold, or the average bid and asked prices
of such stock, as of a specified date within 60 days prior to the date of the
filing.
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 14, 2000 was approximately $37,513,618.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
The number of shares outstanding of the registrant's Common Stock, $.01 par
value, as of March 14, 2000 was 9,528,478 shares.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the documents, all or portions of which are incorporated by
reference herein, and the Part of the Form 10-K into which the document is
incorporated:
Part III incorporates information by reference from the Registrant's Proxy
Statement to be filed with respect to the 2000 Annual Meeting of Stockholders
scheduled to be held on or about May 30, 2000.
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
TABLE OF CONTENTS
Part I
Item 1. Business......................................................... 1
Item 2. Properties....................................................... 12
Item 3. Legal Proceedings................................................ 12
Item 4. Submission of Matters to a Vote of Security Holders.............. 12
Part II
Item 5. Market for Registrant's Common Equity and Related Shareholder
Matters................................................................... 13
Item 6. Selected Financial Data.......................................... 14
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations..................................................... 15
Item 7A. Quantitative and Qualitative Disclosures about Market Risk........ 20
Item 8. Financial Statements and Supplementary Data...................... 21
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosures..................................................... 44
Part III
Item 10. Directors and Executive Officers of the Registrant............... 44
Item 11. Executive Compensation........................................... 44
Item 12. Security Ownership of Certain Beneficial Owners and Management... 44
Item 13. Certain Relationships and Related Transactions................... 44
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K... 44
Signatures............................................................. 46
Index to Exhibits...................................................... 47
PART I
Item 1. Business
General
Founded in 1983, Access Worldwide Communications, Inc. ("Access Worldwide"
or the "Company") provides sales, marketing and medical education services to
more than 100 clients in the pharmaceutical, telecommunications, financial
services and consumer products industries.
The Company offers a broad, integrated array of services and expertise. In
the medical services arena, Access Worldwide performs medical education
services, tele-detailing, sample and literature fulfillment and sales force
automation. Additionally, the Company has significant information technology
and internet solution capabilities which offer real-time, online customer
services. In the sales and marketing arena, these services include market
research, strategic planning, database management, direct marketing and
telesales.
The Company's reportable segments is discussed in Note 19 to the financial
statements included in Part II, Item 8 of this report.
Pharmaceutical Marketing Services and Expertise
The Company's broad scope of services and capabilities enable it to
influence physicians, inform pharmacists, involve patients and impact sales.
Specific services are described below:
High-Profile International Medical Education Programs: Access Worldwide
conducts approximately 100 medical education meetings each year in the United
States, Europe, Asia, Africa and Australia. The Company delivers medical
education services in the following formats; scientific symposia, interactive
workshops, university programs, fellows programs, investigator/research
meetings, roundtables, advisory board meetings, and sales training programs.
Access Worldwide can organize and oversee medical meetings management at any
stage of the process, including:
Pre-Program Planning:
.Scientific committee communication and coordination
.Continuing Medical Education (CME) accreditation
.Site selection/inspection
.Hotel, air and ground travel planning
.Advance audience generation and pre-meeting registration
.Literature searches, abstract and presentation development
.Program material development and production
On-Site Services:
.Overall logistical management
.On-site audience generation and publicity
.Audiovisual equipment and staffing
.Translation services
.Delivery and distribution of printed materials
.Distribution of honoraria and gifts
.Production of on-site publications
1
Post-Program Services:
.Reconciliation of invoices
.Reimbursement of faculty expenses
.Management of CME certification
.Publication of newsletters, proceedings and highlights
.Publication of journal supplements
The Company has organized over 1,000 domestic meeting programs of all sizes.
Many of these were satellite programs, held in conjunction with leading
medical associations, including: American Academy of Allergy and Immunology,
American Academy of Family Physicians, American Academy of Nurse
Practitioners, American Academy of Physician Assistants, American Association
of Diabetes Educators, American College of Cardiology, American College of
Obstetricians and Gynecologists, American Diabetes Association, American
Geriatrics Society, American Heart Association, American Osteopathic
Association ("AOA"), American Society of Health-System Pharmacists, Endocrine
Society of America, National Kidney Foundation and the National Medical
Association.
Medical Databases: Access Worldwide has one of the nation's largest medical
databases with a licensing agreement to utilize the American Medical
Association's ("AMA") master database of 670,000 practicing physicians. In
addition, the Company has comprehensive and accurate files on the nation's
24,000 independent retail and non-warehousing chain pharmacies. Using
proprietary state licenses and Drug Enforcement Administration ("DEA") files,
the database has approximately seven million records that are used to improve
the performance of pharmaceutical sales forces. The following is a description
of various databases, description of databases and list records.
2
Database Description Records
- - -------------------------------------------------------------------------------
American Medical Access Worldwide is one of 11 companies with 863,502
Association access to the American Medical Association's
(AMA) Physicians master database of all U.S. physicians.
- - -------------------------------------------------------------------------------
AMA Students Each medical student is given an 70,564
identification number, similar to a social
security number, that follows them from their
first day at medical school until the end of
their careers.
- - -------------------------------------------------------------------------------
AMA Geo File Segments physicians based on their location. 2,600
- - -------------------------------------------------------------------------------
AMA Groups A database of medical group affiliations. 25,000
- - -------------------------------------------------------------------------------
AMA Hospitals A database of hospital affiliations. 7,806
- - -------------------------------------------------------------------------------
AOA Physicians Through an agreement with the American 54,901
Osteopathic Association, Access Worldwide has
access to physician information in the
organization's database.
- - -------------------------------------------------------------------------------
DEA Practitioners Drug Enforcement Administration database of 1,099,722
active practitioners having DEA certificates
for drug dispensing.
- - -------------------------------------------------------------------------------
DEA Miscellaneous Drug Enforcement Administration database of 86,677
active business units having DEA certificates
for drug dispensing.
- - -------------------------------------------------------------------------------
DEA Pharmacies A grandfather file from the DEA Miscellaneous 56,600
database of pharmacies with a certificate to
dispense drugs.
- - -------------------------------------------------------------------------------
DEA Dentists A grandfather file from the DEA Practitioners 151,900
database of dentists with a certificate to
dispense drugs.
- - -------------------------------------------------------------------------------
DEA Alternate A database of current DEA certificates not in 2,500
Certificate the DEA monthly master file.
- - -------------------------------------------------------------------------------
License This database includes the current state 1,970,100
Practitioners license files of seven practitioner types
used to verify information from other
databases, such as the AMA. It includes
doctors that have multiple licenses in more
than one state.
- - -------------------------------------------------------------------------------
NDC Power Profiler The Power Profiler provides access to data on 850,000
450 million prescription transactions.
- - -------------------------------------------------------------------------------
Nurse Practitioners A grandfather file of nurse practitioners 105,496
provided on the License Practioners database.
- - -------------------------------------------------------------------------------
Sanctions This database is compiled from sanction 55,315
paperwork provided by the State License
Boards.
- - -------------------------------------------------------------------------------
Universal This database contains Medicare and Medicaid 774,655
Practitioners provider information.
Identification
Number (UPIN)
- - -------------------------------------------------------------------------------
Yellow Pages Physicians are listed in 55 state and 443,964
Physicians nationwide yellow and white pages. These
listings are incorporated into a database
that is updated with National Change of
Address information on a continuing basis.
- - -------------------------------------------------------------------------------
Yellow Pages Includes physicians segmented by their group 95,662
Physician Groups affiliation.
3
Nation's Largest Outsourced Sample Fulfillment Center: Access Worldwide
ships millions of ethical drug and literature samples each year. In 1999,
sample units shipped increased more than 33% to 20 million units. The center
is both Prescription Drug Marketing Act and Drug Enforcement Administration
compliant. The DEA, AMA, and certain clients have recently performed audits of
the center and found zero defaults and zero unaccounted for samples.
Access Worldwide distributes drug samples and product literature to medical
personnel on behalf of pharmaceutical companies. The Company's single-loop
system validates all requests for drugs using state licenses, American Medical
Association and Drug Enforcement Administration databases. Valid shipping
manifests and labels are generated as the Company picks, packs and ships
samples to targeted medical practitioners. Follow-up letters are produced and
driven by an automatic reject system. The system processes and stores
Acknowledgements of Delivery, closing the sample fulfillment loop. Returned
products are quarantined and processed for destruction. A destruction
acknowledgement closes the returned product loop.
State-of-the-Art, High-Quality Physician and Pharmacist Programs: Access
Worldwide delivers integrated sales and marketing programs that reach
physicians, pharmacists, wholesalers, hospitals and patients. These programs
include physician and pharmacist telemarketing, vacant territory management,
and product stocking programs.
.Physician Teledetailing: Access Worldwide communicates with an average of
5,000 physicians and 15,000 pharmacists each week. The Company executes
targeted physician and pharmacist telemarketing, direct marketing, vacant
territory management, and remote physician coverage programs that influence
physician prescribing habits and increases client market share.
.Pharmacist Teledetailing: Access Worldwide plays a critical role in
detailing pharmacists on new products and new indications for existing
products. The Company's teledriven pharmacy programs reach non-warehousing
chain pharmacies, as well as regional chains, hospitals, nursing home
providers and independent retail pharmacies. The Company's comprehensive
autoship and autocheck program secures distribution to more than two times the
number of pharmacies than traditional programs.
Patient Customer Service and Support: With extensive teleservices
capabilities, Access Worldwide supports patient information services and the
delivery of resource information for patients and their families who are
enrolled in patient care and caregiver support programs. The Company has
arranged the replacement of medical devices and updated client databases with
patient product information.
Direct Mail and Direct Marketing Programs: Access Worldwide has exclusive
rights to market and distribute National Football League and Professional Golf
Association-branded single-source direct marketing publications to healthcare
and insurance audiences. The Company also offers personalized physician mail
programs, used by pharmaceutical sales forces as a follow-up to physician
sales calls. These high-volume letter programs involve detailed messages to
the physician about precise product indications.
Sales Force Productivity Systems: Access Worldwide improves the efficiency
of clients' sales forces by providing them with a variety of outsourced sales
services as well as an integrated technological infrastructure and support
systems designed to maximize field sales force productivity. The Company's
Electronic Territory Management System ("ETMS") allows geographically
dispersed pharmaceutical field sales forces to track and report their efforts.
ETMS is integrated into the Company's product sample fulfillment facility,
physician database management systems and direct mail systems. These
automation systems typically require Access Worldwide to be integrated into
the systems and sales force management structure of the client's organization.
Prescription Starter Programs: Access Worldwide develops and offers product
sample systems. These include FirstRx(TM), which provides a direct-to-patient
starter prescription fulfillment program for designated pharmaceutical
products, and ScriptBuilderSM, which delivers prescription starters through
the pharmacist.
4
FirstRx is a cost effective, direct to patient system that allows patients
to receive an initial starter of prescribed prescription products at home
rather than in the physicians' office or at the pharmacy.
FirstRx improves patient compliance and increases the likelihood that
initial prescriptions are filled while meeting the growing need of
pharmaceutical companies for greater accountability and a more direct
relationship with its patients. FirstRx assures product integrity and permits
pharmaceutical companies to capture more patient data on a voluntary basis.
Under the FirstRx program, the physician completes and submits a customized
patient prescription form for a prescribed product directly to Access
Worldwide. The Company's proprietary technology is used to scan the form, and
produce necessary lists, labels and manifests to deliver the prescribed
product directly to the patient, eliminating sample waste, fulfillment and
storage problems.
ScriptBuilder is a cost-effective, coupon-based system that allows patients
to receive an initial starter of a prescribed prescription product at the
pharmacy counter rather than in the physician's office. ScriptBuilder assures
that patients will receive a free trial starter, while saving physicians the
burden of managing sample storage, distribution, and disposal. The
ScriptBuilder program increases the likelihood that follow-up prescriptions
will be filled with the specified brand while encouraging product use and
brand loyalty.
With the ScriptBuilder program, physicians attach a refill prescription to a
pre-printed coupon for a free clinical starter. The patient gives both the
coupon and refill prescription to the pharmacist. The preprinted coupon is
filled, followed by the refill prescription. Access Worldwide manages the
starter claim reimbursement electronically with the pharmacy. The pharmacy
claim form captures data from the submitting pharmacy, including patient and
physician identification, product frequency and demographic information.
Communication Programs: The Company has the capability to deliver in-
language, in-culture, direct-to-patient communications programs, as well as
patient monitoring and compliance programs.
Consumer and Business Services and Expertise
Access Worldwide delivers innovative marketing programs, systems and
technologies in the consumer and business services arena, which enable its
clients to access new markets, acquire new customers and activate customers.
Specific services include the following:
Multicultural, Multilingual Marketing Capabilities: Access Worldwide can
reach the growing multicultural markets with the Company's 800+ multilingual
customer services and telesales professionals in four customer communications
centers. The Company's multicultural and multilingual professionals execute
consumer service programs in 15 non-English languages, including Arabic,
Cantonese, French, German, Hindi, Japanese, Khmer, Korean, Mandarin,
Portuguese, Russian, Spanish, Tagalog, Urdu and Vietnamese. The Company uses
Hispanic and Asian multilingual software, translated into 15 languages, to
access 50,000 multilingual households daily. In addition, the Company has
proprietary Hispanic and Asian surname software that its clients use to
analyze their current client and prospect files.
Data Capabilities: Access Worldwide also has significant expertise in
collecting, analyzing, organizing and communicating data. The Company works
with data owned or acquired by its clients for its patient and consumer
services programs.
Call Center Capabilities: In the teleservices arena, Access Worldwide
possesses call center operations totaling 600+ seats with teleservices
expertise to execute 100,000 hours of call production per month. The Company's
leading-edge technology infrastructure includes an intranet platform that has
the built-in capacity to adapt to client programs and objectives with maximum
reliability, integration and flexibility. Access Worldwide's Rockwell Spectrum
ACD provides real-time advance management reporting capabilities and skill
base routing services that are essential to clients who want to refine their
marketing efforts and more effectively allocate resources.
5
With seasoned program planning that reflects an understanding of business
and a commitment to achieving client goals, the Company differentiates itself
from its competitors with extensive products that include:
Product Sales and Marketing Programs:
.Multilingual telesales
.Cultural advantage programs
.Database management
.Direct mail programs
Customer Retention and Development Programs:
.Customer service
.Loyalty programs
.Win-back programs
.Teleservices and support
.Satisfaction dialogues
Sales Organization Productivity Programs:
.Lead qualification and verification
.Sample fulfillment support
Strategic Planning and Market Research Expertise: Access Worldwide provides
in-language, in-culture strategic planning and market research services to
Fortune 500 companies in virtually every industry. Access Worldwide has been
recognized by American Demographics magazine as one of the "Best 100 Sources
of Marketing Information."
The Company conducts qualitative and quantitative market research throughout
North and South America. The Company's research services encompass market area
profiles, target audience segmentation, marketing and advertising
effectiveness, culture market opportunity assessment, new product concepting
and testing, awareness, attitude and usage studies, opinion polling,
readership and viewership studies, and customer satisfaction surveys.
Over the years, Access Worldwide has successfully utilized several
techniques to effectively uncover consumers' perceptions, values and
motivations. Techniques include:
Ethnographic Observations
These one-on-one observations and interviews are conducted among a
demographic cross section of consumers either in-house or on a shopping
excursion. Each session/interview lasts approximately two hours for an in-
depth coverage of the topic being studied. This technique allows for the
observation of consumer behavior in a natural "as it really happens" setting
without sacrificing scientific accuracy.
VIDA(TM)
VIDA(TM) is an advanced market segmentation method that allows marketers to
incorporate culture-specific values into their consumer targeting. In addition
to traditional category measures and demographics, Access Worldwide's VIDA(TM)
model incorporates acculturation and attitudinal/value-based measures to
provide a more holistic segmentation of consumers.
Vignettes
A new technique developed and tested by Access Worldwide and used in focus
groups is vignettes and consists of short, real life situations that help
uncover, through projective associations, group member
6
motivations, attitudes and feelings. Each vignette is customized for each
study and presented to the groups in audio-taped format.
VIP(C) (Visual Icon Probing, an Access Worldwide product)
Visual Icon Probing ("VIP") is a visually based survey technique, using
computer generated images. VIP overcomes language and cultural barriers which
often impede accurate measurement of brand, logo and product awareness and
usage. The accuracy of the aided and unaided measurements improve as much as
20% to 40% with this method.
Recent Developments
On March 12, 1999, the Company received from a syndicate of financial
institutions (the "Bank Group"), (i) a revolving credit facility of
$40,000,000, with a sublimit of $5,000,000 for the issuance of standby letters
of credit and a sublimit of $5,000,000 for swingline loans, and (ii) a term
loan facility of $25,000,000 (collectively, the "Credit Facility").
On March 12, 1999, $28,288,089 of the Credit Facility was used to extinguish
the Company's $30,000,000 committed line of credit (the "committed line"). The
Company recognized an extraordinary after-tax charge of $101,686 or $0.01 per
share for the write-off of loan origination fees as a result of the
extinguishment. In addition, $2,500,000 of the Credit Facility was used to
redeem 25,000 shares of the Company's mandatorily redeemable preferred stock,
Series 1998, at a price of $100 per share. No gain or loss was recorded on the
redemption of shares.
At the end of the second quarter of 1999, the Company was in violation of
certain financial covenants on its Credit Facility ("Events of Default") with
the Bank Group. As a result, the Company began negotiations with the Bank
Group to restructure the Credit Facility.
Simultaneously, the Company approved a Corporate Plan (the "Plan") to
strengthen revenue growth, improve performance and increase stockholder value.
The Plan included:
. Closing the New York City business development office, subleasing
portions of the Rosslyn facility and the corporate offices in Virginia,
and relocating corporate headquarters offices to the Boca Raton
facility,
. Reassignment of key corporate personnel to more effectively oversee the
Company,
. Consolidation of TMS Professional Markets Group ("TMS") and TelAc
Teleservices Group ("TelAc") into one operating division with one
integrated management team,
. Consolidating and streamlining management information systems, finance
and management reporting systems and human resources policies and
procedures.
. Reduction of headcount as a result of the closing/realignment of the
Boca Raton Consumer operations,
. Acceleration of the integration of the Company's Pharmaceutical
services,
. Refocusing on the core businesses and exploration of alternatives for
the non-core businesses,
. Continued commitment to actively seek and create opportunities to cross-
sell and collaborate on shared assignments between divisions, and
. Continued commitment by management to develop new products such as
internet-based services.
. Restructuring of the Company's sales force.
On September 28, 1999, the Company entered into a forbearance agreement (the
"Agreement"). The Agreement provided that the Bank Group (a) forbear
exercising its right to stop making extensions of credit and to accelerate the
full outstanding balance on the Credit Facility, which rights arose from the
Event of Defaults, (b) agreed not to charge interest on the outstanding
balance on the Credit Facility at the full default rate (approximately 11%),
and (c) continued to make available to the Company draws as provided under the
Credit
7
Facility. In addition, the Agreement limited the Company's ability to draw on
its Credit Facility to $16 million without prior consent of the Bank Group.
The Agreement was amended on October 22, 1999 and expired on November 8, 1999.
As of December 31, 1999, the Company remained in default on its Credit
Facility and as a result was not allowed to make any payments on its
subordinated promissory notes. Therefore, the Company failed to meet its
scheduled payment of $1,833,333 on its 6.5% $5,219,000 subordinated promissory
note due to the former stockholder of AM Medica. The former stockholder's
employment agreement contains a provision that in the event of a default on
the subordinated promissory note, the Company has a period of 180 days to
remedy such default to keep the employment agreement binding. The period
expires on April 26, 2000.
In addition, the Company was not permitted to make its January, February,
and April 2000 payments on its subordinated promissory notes due to the former
stockholders of Cultural Access Group, TMS and TelAc, respectively.
On April 14, 2000, the Company entered into an Amendment Agreement and
Waiver (the "Amendment") to the Credit Facility with the Bank Group. The
Amendment (a) provides that the Bank Group waive the Events of Default and
amend certain provisions of the Credit Facility including the reestablishment
of financial covenants, (b) limits the revolving credit facility to $17
million, and (c) increases the interest rate on the outstanding Credit
Facility to prime plus 3.0%, (d) allows certain payments to be made by the
Company on its subordinated promissory notes based on amended or original
agreements ("amended agreements"), (e) requires payment of a monitoring and
amendment fee to the Bank Group equal to approximately 1.0% the sum of (i) the
Aggregate Revolving Committed Amount and (ii) the outstanding principal
balance of the term loan on such date. The Amendment expires on July 1, 2001.
Under the Amendment and amended agreements, the Company is permitted to make
monthly payments of $150,000, including two payments of $250,000, in 2000, to
the former stockholder of AM Medica, to make payments on the remaining
balances due to the former stockholders of Cultural Access Group and TelAc,
and to make interest payments only on its subordinated promissory note due to
the former stockholder of TMS. The former stockholder of TMS has agreed to
waive the default on the note.
Industry Overview
The outsourced marketing services industries in which Access Worldwide
operates are high growth, high opportunity business environments driven by
favorable business trends. Key external growth drivers in these industries
are:
Growth in Outsourcing. The demand for outsourced marketing services is
growing rapidly as pharmaceutical companies look to outside service
organizations to supplement their internal product marketing, product sales
and direct-to-consumer activities. Outsourcing enables pharmaceutical
marketers to focus on core competencies, gain market share more quickly, avoid
increased infrastructure costs and evaluate programs that might be too costly
to test internally. As companies outsource their marketing or sales
activities, they tend to develop dependent relationships with outsourced
marketing firms. These relationships and high switching costs tend to deter
companies from moving such functions in-house.
Increasingly Complicated Regulatory Requirements. Pharmaceutical sample
fulfillment requires state licenses from each of the country's 50 states,
knowledge and compliance with the Prescription Drug Marketing Act regulations
along with approval and successful audits by the Drug Enforcement
Administration. These regulations are an extensive obstacle for new or
established companies entering the sample fulfillment industry.
Growth in Pharmaceutical Marketing Spending. Industry analysts project that
worldwide sales and marketing spending by pharmaceutical companies is expected
to increase from $5 billion in 1995 to approximately $8 billion in 2000, a 60%
increase. Concurrently, outsourced sales and marketing by pharmaceutical
companies is expected to increase from $400 million in 1995 to almost $1.5
billion in 2000, a 275% increase.
8
Growth in Multicultural Healthcare and Pharmaceutical Outreach
Programs. According to the U.S. Census Bureau, more than one third of the U.S.
population is of ethnic backgrounds and that number is expected to grow
significantly in the coming decade. Pharmaceutical companies are realizing the
trend and placing significant emphasis and resources to reach the ethnic
market segments. These companies are using Access Worldwide's multilingual
patient communications to reach these populations.
Growth in Demand for Pharmaceutical and Healthcare Marketing
Services. Throughout the pharmaceutical and healthcare industry, marketing
executives are under intensified pressure to demonstrate that their plans and
programs are cost-effective. This pressure, coupled with the ability to
measure results, has been instrumental in the dramatic growth in the
utilization of direct marketing, direct-to-patient communications programs,
sample fulfillment and teleservices.
Growth in Sales Representatives and Needed Field Sales Force
Support. According to a recent Scott Levin study, pharmaceutical companies
have been increasing their field sales forces, reaching an all-time high in
1999 of 70,000 fulltime representatives serving 106 companies. An additional
8,000 contract or part-time representatives were in the field in the fourth
quarter of 1999. This growth has doubled the size of the field sales forces in
only seven years. As field sales forces continue to grow, there will be an
even greater clientele for Access Worldwide's electronic territory management
systems and other field sales force and marketing services.
Growth in Internet Usage and Online Purchasing. Americans are purchasing
millions of dollars of products and services on the internet. Though research
experts are having a difficult time pinpointing the exact amount of online
purchasing, projections place spending on the internet at $327-$434 billion by
2002. Companies are turning their attention to the internet as a means of
attracting clients, executing sales and performing customer services. As
Access Worldwide continues to expand its internet based services, the Company
will benefit from the rising internet usage and online buying trend.
Growth in Importance of Customer Service and Loyalty Programs. Companies
operating in marketing-intensive industries are focused on protecting their
existing customer base and growing the lifetime value of individual customer
relationships as a means of improving both revenue growth and profitability.
There is an increasing recognition of the fundamental need to speak the
language of the customer in order to improve customer sales, retention and
win-back performance.
Quality Assurance
Access Worldwide uses its proprietary systems and software to carefully
monitor the progress of client projects.
For pharmaceutical clients, Access Worldwide operates a state-of-the-art
distribution center that ships millions of ethical drug samples and product
literature each year. The Company's single-loop system validates all drug
sample fulfillment requests using state licenses and American Medical
Association and Drug Enforcement Administration databases. The system
processes and stores Acknowledgements of Delivery while returned products are
quarantined and processed for destruction. Recent audits performed by the DEA,
AMA and certain clients have found zero defaults and zero unaccounted-for
sample shipments. For teleservices clients, the Company provides on and off-
site monitoring capabilities. The power and flexibility of Access Worldwide's
computer and telephone systems enable the Company to provide:
.Full Computer Telephony Integration (CTI) for blended outbound and inbound
projects;
.Comprehensive, integrated reports;
.Digital recording of confirmation/verification; and
.Complete customization for client file transmissions, in batch mode or
real time.
Contractual Arrangements
The Company operates under multi-year and month-to-month contractual
relationships.
In the pharmaceutical business, contract fees are divided into long-term and
short-term programs. The long-term, multi-year programs generate monthly fees
and occasionally bonuses based on specific performance criteria
9
such as market share increase or prescription order growth. The short-term
programs are primarily billed on a completed unit service basis, such as
presentations delivered or pharmaceutical samples shipped. The medical
education and meeting programs are invoiced with progress billings.
In the multicultural teleservices business, hourly rate structures reflect
the specialized nature of the multilingual skills that exist throughout the
organization, as well as the extensive systems integration that the Company
has created with its clients.
The Company has many long-standing relationships with the world's largest
pharmaceutical companies and an extensive list of blue-chip clients that
includes large and mid-sized biotechnology companies, specialty and generic
pharmaceutical companies, medical device companies, and retail pharmacies.
Clients include Astra, Knoll Pharmaceuticals, Inc., Johnson & Johnson, Parke-
Davis, Pfizer, Inc., Procter & Gamble Co., and Schering-Plough Corp.
The Company currently has a master services agreement with Sprint Corp.,
which is supported by numerous work orders with their own pricing terms. The
Company's services are provided to several divisions of Sprint Corp. These
services range from outbound telemarketing to inbound customer services, in a
variety of languages. The master contract with Sprint Corp. expires on
December 31, 2001. The majority of Sprint Corp.'s work orders were renewed for
an additional 12-months expiring on June 30, 2000. Sprint Corp. is the only
client that represented over 10% of the Company's total revenues for each of
the three years in the period ended December 31, 1999.
Competition
Access Worldwide competes in the outsourced marketing services industry,
which is highly competitive and fragmented. It competes with other outsourced
marketing services firms, ranging in size from very small firms offering
specialized applications to multi-million dollar, publicly traded companies.
Recent analyst and research reports on the Business Services and Outsourcing
Industry included up to 69 different publicly-traded companies, indicating a
fragmented industry.
The industry is continuing its trend of consolidation with various companies
unveiling organization structure changes or searches for potential
acquisitions. As a result of competitive pressures, factors such as quality of
service, responsiveness to client issues, reliability, flexibility, reputation
and record of timeliness are becoming increasingly important. While many
companies provide outsourced marketing services, management believes that no
single company dominates the industry at this time.
The Company believes that it competes successfully based on its ability to
deliver an effective combination of resources, people, expertise, systems,
data and technologies that provide innovative and measurable services that
increase revenue and market share for clients. To increase its capabilities,
the Company will continue to identify and negotiate strategic alliances with
third parties.
Government Regulations
Several industries in which Access Worldwide's clients operate are subject
to governmental regulations, particularly the pharmaceutical, healthcare and
telecommunications industries. Generally, compliance with these regulations is
the responsibility of the Company's clients. However, the Company could be
subject to a variety of enforcement or private actions for its failure or the
failure of its clients to comply with such regulations.
Pharmaceutical companies in particular, and the healthcare industry in
general, are subject to significant federal and state regulation. The
Company's handling and distribution of samples of pharmaceutical products are
subject to regulation by its clients, the Drug Enforcement Administration, the
Food and Drug Administration ("FDA") and other applicable federal, state and
local laws and regulations, including the Prescription Drug and Marketing Act
("PDMA"). In December 1999, the FDA passed new regulations under the PDMA
imposing
10
stricter requirements in the areas of storage, inventory control, lot number
tracking and state license database usage. Enforcement of these regulations
will begin on December 4, 2000. Access Worldwide believes that it will be in
compliance before the December 2000 deadline without incurring significant
costs.
The Company must also comply with regulations established by professional
organizations such as the American Medical Association ("AMA"). The AMA has
established ethical guidelines which govern receipt of gifts to physicians
from health related organizations and companies, including any items received
during meetings and symposia sponsored by pharmaceutical companies.
In addition, the AMA has the right to approve in advance the content and
distribution of any mailings or telecommunications performed by Access
Worldwide that use the AMA's physician database of the nation's 670,000
practicing physicians. The AMA also has the right to conduct audits of the
Company's operations to determine compliance with database contract
regulations. An audit conducted in 2000 by the AMA found no discrepancies or
non-compliance issues.
The pharmaceutical industry is also subject to federal regulation by the
Food and Drug Administration ("FDA"). The Federal Food, Drug and Cosmetics Act
regulates the approval, labeling, advertising, promotion, sale and
distribution of drugs, which includes the distribution of product samples to
physicians. The FDA also regulates promotional activities involving
prescription drugs. There can be no assurance that additional federal or state
legislation regulating the pharmaceutical or healthcare industries would not
limit the scope of the Company's product sampling services or significantly
increase the cost of regulatory compliance.
Sample fulfillment requires licenses from all 50 states, knowledge and
compliance with Drug Enforcement Administration and Prescription Drug
Marketing Act regulations, and the capability to verify a doctor's medical
license and status. A sample fulfillment center must be approved by the DEA
and FDA. Proposed federal regulations provide for fines of up to $500,000 for
each sample fulfillment that does not comply with the regulations. The Company
believes that is in compliance with current regulations.
The Federal Communications Commission ("FCC") rules under the Federal
Telephone Consumer Act of 1991 limits the hours during which telemarketers may
call consumers and prohibits the use of automated telephone dialing equipment
to call certain telephone numbers. The Federal Telemarketing and Consumer
Fraud and Abuse Protection Act of 1994 ("TCFAPA") broadly authorizes the
Federal Trade Commission ("FTC") to issue regulations prohibiting
misrepresentation in telephone sales. In 1995, the FTC issued regulations
under the TCFAPA, which, among other things, require telemarketers to make
certain disclosures when soliciting sales. The Company believes its operating
procedures comply with the telephone solicitation rules of the FCC and FTC.
However, there can be no assurance that additional federal or state
legislation, or changes in regulations, would not limit the activities of the
Company or its clients in the future or significantly increase the cost of
regulatory compliance.
A FCC regulation applicable to long distance carriers, such as Sprint,
prohibits the unauthorized switching of subscribers' long distance carriers,
known in the industry as "slamming." A fine of up to $100,000 may be imposed
by the FCC for each instance of slamming. In order to prevent the unauthorized
switching, federal law requires that switching authorized over the telephone,
such as through the Company's teleservices, be verified contemporaneously by a
third party. The Company believes its procedures comply with this third party
verification requirement.
Third party verification generally is not required for switching obtained in
person, such as those obtained by members of a direct field sales force. The
Company's training and other procedures are designed to prevent unauthorized
switching. However, as with any sales force, the Company cannot completely
ensure that each employee will always follow the Company's mandated
procedures. Accordingly, it is possible that employees in some instances may
engage in unauthorized activities, including slamming. The Company
investigates consumer complaints reported to its telecommunications clients
and reports the results to such clients. To the Company's knowledge, no FCC
complaint has been filed against any of its clients as a result of the
Company's services,
11
although the Company believes that the FCC is examining the sales activities
of long distance telecommunications providers, including the Company's
clients, and the activities of outside vendors, such as the Company, used by
such providers. If any complaints are filed, the Company's client might
determine that such complaints constituted a breach of its agreement with the
Company and, if material, seek to terminate the contract. Any termination by
Sprint Corp. would likely have an adverse material effect on the Company. If
such complaints resulted in fines being assessed against a client of the
Company, the client could seek to recover such fines from the Company.
Employees
As of December 31, 1999, the Company had approximately 1,600 employees. None
of the Company's employees is represented by a labor union and the Company is
not aware of any current activity to organize any of its employees. Management
considers relations between the Company and its employees to be good.
Item 2. Properties
Access Worldwide's principal executive offices were relocated to Boca Raton,
Florida as of August 1999 from Arlington, Virginia. The Company's segments
operate in California, Florida, New York, New Jersey, Texas and Virginia.
Approx.
Location Principal Use Square Feet
-------- ------------- -----------
Boca Raton, FL Corporate Offices 5,000
Consumer and Business Services Segment:
Arlington, VA Customer Sales and Service Programs 29,886
Plano, TX Customer Sales and Service Programs 21,400
Boca Raton, FL Customer Sales and Service Programs 6,000
Rosslyn, VA Customer Sales and Service Programs 7,037
Pharmaceutical Marketing Services Segment:
Boca Raton, FL Physician and Pharmacy Tele-detailing 24,669
Lincoln Park, NJ Ethical Drug Sample and Literature Fulfillment,
Sales Force Productivity Systems 110,220
Fairfield, NJ Ethical Drug Sample and Literature Fulfillment,
Sales Force Productivity Systems 40,000
New York, NY Medical Education Services 6,190
Market Research:
Los Altos, CA Market Research 3,284
Los Angeles, CA Market Research 1,396
Item 3. Legal Proceedings
From time to time, the Company is party to certain claims, suits and
complaints which arise in the ordinary course of business. Currently, there
are no such claims, suits or complaints which, in the opinion of management,
would have a material adverse effect on the Company.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the quarter
ended December 31, 1999.
12
Part II
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters
(a) Market Information
On February 13, 1998, the Company completed the initial public offering
("Offering") of its Common Stock at an initial public offering price of $12.00
per share. The Common Stock traded on the Nasdaq National Market ("Nasdaq")
under the symbol "AWWC." As of March 20, 2000, the Company began trading on
the Nasdaq SmallCap Market, and no longer trades on the Nasdaq National
Market. The following table sets forth the high and low closing sale prices
for the Company's Common Stock as reported by Nasdaq for the periods
indicated:
Market Prices
--------------------------
1999 1998
------------ -------------
Fiscal Quarters High Low High Low
--------------- ------ ----- ------ ------
First Quarter.................................. $10.50 $7.63 $16.00 $10.88
Second Quarter................................. 8.00 6.25 16.38 8.13
Third Quarter.................................. 5.63 1.75 10.13 3.00
Fourth Quarter................................. 3.06 1.25 9.75 2.63
(b) Holders
The number of holders of Common Stock as of March 14, 2000 was approximately
2,698. The Company included individual participants in security position
listings in calculating the number of holders.
(c) Dividends
The Company did not pay cash dividends on its Common Stock during the years
ended December 31, 1999 and 1998. The Company does not anticipate paying cash
dividends on its Common Stock in the foreseeable future. In addition, the
terms of the Company's Credit Facility prohibit the payment of cash dividends.
Recent Sales of Unregistered Securities
1. On April 11, 1999, as part of the contingent payments due to the seller
of certain assets and liabilities of the TeleManagement Services ("TMS")
business, which the Company acquired in January 1997, the Company issued an
aggregate of 141,872 shares of Common Stock. The shares issued in connection
with this transaction were not required to be registered because such
securities were issued in a transaction not involving any "public offering"
within the meaning of Section 4(2) of the Securities Act, in reliance on Rule
506 under the Securities Act. In connection therewith, the Company obtained a
representation that the stockholder was an "accredited investor" as defined in
Rule 501(a) under the Securities Act. In addition, there was no general
solicitation or general advertising in connection with such issuance.
2. On April 11, 1999, as part of the contingent payments due to the seller
of certain assets and liabilities of the Phoenix Marketing Group business,
which the Company acquired in November 1997, the Company issued an aggregate
of 133,683 shares of Common Stock. The shares issued in connection with this
transaction were not required to be registered because such securities were
issued in a transaction not involving any "public offering" within the meaning
of Section 4(2) of the Securities Act, in reliance on Rule 506 under the
Securities Act. In connection therewith, the Company obtained a representation
that the stockholder was an "accredited investor" as defined in Rule 501(a)
under the Securities Act. In addition, there was no general solicitation or
general advertising in connection with such issuance.
3. On April 11, 1999, as part of the contingent payments due to the seller
of all outstanding common stock of AM Medica Communications, Ltd. ("AM
Medica"), which the Company acquired in October 1998, the Company issued an
aggregate of 209,738 shares of Common Stock. The shares issued in this
transaction were not required to be registered because such securities were
issued in a transaction not involving any "public offering" within the meaning
of Section 4(2) of the Securities Act, in reliance on Rule 506 under the
Securities Act. In connection therewith, the Company obtained a representation
that the stockholder was an "accredited investor" as defined in Rule 501(a)
under the Securities Act. In addition, there was no general solicitation or
general advertising in connection with such issuance.
13
Item 6. Selected Financial Data (In Thousands Except for Per Share Data)
The selected statements of operations data and the selected balance sheet
data have been derived from the audited Financial Statements of the Company.
The following selected financial data should be read in conjunction with the
Financial Statements and the Notes thereto of the Company and Management's
Discussion and Analysis of Financial Condition and Results of Operations
included elsewhere in this Form 10-K.
Years Ended December 31,
----------------------------------------------
1995 1996 1997 1998(2) 1999
------ ------- ------- -------- --------
Statements of Operations
Data:
Revenues.................... $9,047 $16,286 $36,653 $ 73,234 $ 82,515
Cost of revenues............ 4,396 8,639 21,813 41,091 50,862
------ ------- ------- -------- --------
Gross profit................ 4,651 7,647 14,840 32,143 31,653
Selling, general and
administrative............. 4,540 7,754 8,909 21,432 28,924
Amortization expense........ -- -- 901 1,731 3,110
Unusual charge.............. -- -- -- -- 1,526
------ ------- ------- -------- --------
Income (loss) from
operations................. 111 (107) 5,030 8,980 (1,907)
Interest income (expense)... 24 (101) (2,327) (911) (3,724)
Other income (expense)...... 5 (200) (297) 4 --
------ ------- ------- -------- --------
Income (loss) before income
taxes...................... 140 (408) 2,406 8,073 (5,631)
Tax benefit (expense)(1) ... -- 88 (1,181) (3,552) 1,793
------ ------- ------- -------- --------
Income (loss) before
extraordinary charge....... 140 (320) 1,225 4,521 (3,838)
Extraordinary charge on
extinguishment of debt (net
of tax expense of $82)..... -- -- -- -- (102)
------ ------- ------- -------- --------
Net income (loss)........... $ 140 $ (320) $ 1,225 $ 4,521 $ (3,940)
====== ======= ======= ======== ========
Net (loss) income per common
share--basic............... (3) $ (0.07) $ 0.26 $ 0.52 $ (0.42)
Net (loss) income per common
share--diluted............. (3) $ (0.07)(4) $ 0.26 $ 0.51 $ (0.42)(4)
As of December 31,
----------------------------------------------
1995 1996 1997 1998 1999
------ ------- ------- -------- --------
Balance Sheet Data:
Current assets.............. $2,463 $16,963 $12,384 $ 23,914 $ 25,628
Total assets................ 2,749 29,454 52,680 104,422 109,524
Current liabilities......... 2,159 16,757 17,336 21,944 17,461
Long-term debt, less current
maturities................. -- 16,201 34,319 29,847 41,369
Mandatorily redeemable
preferred stock............ -- 1,800 3,888 6,500 4,000
Common stockholders' equity
(deficit).................. 590 (5,304) (2,863) 46,130 46,695
- - --------
(1) In December 1996, the Company became a C Corporation for income tax
purposes. Prior to that, the Company was an S Corporation.
(2) On October 24, 1998, the Company acquired all of the outstanding capital
stock of AM Medica in a transaction accounted for as a purchase.
(3) The earnings per share information has been excluded for the year ended
December 31, 1995. Prior to the Recapitalization on December 6, 1996, the
information is not meaningful.
(4) Since the effects of the stock options and earnout contingencies are anti-
dilutive for the twelve months ended December 31, 1999 and 1996 these
effects have not been included in the calculation of diluted EPS for 1999
and 1996.
14
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with Selected
Financial Data and the Financial Statements and the Notes thereto included
elsewhere in this Form 10-K.
Overview
Access Worldwide Communications, Inc., is an outsourced marketing services
company that assists clients in the pharmaceutical, telecommunications,
financial services and consumer products industries. The Company designs and
delivers innovative, data-driven sales and marketing solutions that maximize
clients' sales and profits. The Company has expertise in reaching key
pharmaceutical audiences--physicians, pharmacists and patients--and targeted
consumer groups. Access Worldwide's resources include proprietary databases of
targeted consumers, physicians and pharmacies; strategic planning and market
research services; internet services; medical education; medical meetings
management; medical publications; inbound and outbound teleservices in 15
different languages; Electronic Territory Management System and Drug
Enforcement Agency approved drug sample fulfillment and direct mail
capabilities.
Revenues
The Company provides a variety of services for a diverse client base. The
major forms of revenue collection and recognition are as follows:
. For medical education and meeting programs, the Company generally bills
and collects project fees over the life of the project including a
percentage of the total project cost at the execution of the work order.
Revenues are recognized on the percentage of completion method.
. For customized or non-standard database projects, the Company bills
either on a fixed fee or on a per item basis, and revenues are
recognized upon delivery of data. Monthly or scheduled data services are
billed and revenue is recognized upon delivery of data.
. For sample fulfillment services, the Company bills and recognizes
revenue on a per item basis.
. The Company leases ETMS equipment to clients on a per salesperson basis.
Revenues are recognized under either an operating or sales-type lease.
. For teleservices projects, the Company bills clients and recognizes
revenue on one of the following bases: production hours, completed
presentations, phone calls placed or received, sales made per hour or a
fixed monthly fee. Revenues are recognized as the services are performed
on a monthly basis.
. For market research projects, the Company generally bills and collects
fixed project fees in periodic installments over the life of the project
including a percentage of the total project costs at the execution of a
contract. Revenues are recognized on the percentage of completion
method.
Cost of Revenues
Cost of revenues consists of expenses specifically associated with client
service revenues. The cost of revenues includes salaries and benefits,
commissions paid to sales personnel, purchased services for clients and
telephone charges.
Selling, General and Administrative
Selling, general and administrative expenses include staff functions such as
accounting, information technology and human resources, as well as expenses
not directly linked to client service revenues, such as depreciation,
amortization and rental expenses.
15
Results of Operations by Segment for 1999 and 1998
The following table sets forth, for the periods indicated, certain
statements of operations data by segment obtained from the Company's
statements of operations.
Pharmaceutical Consumer
-------------------------- ---------------------------
1999 1998 Change 1999 1998 Change
-------- -------- -------- -------- -------- --------
Statements of Operations Data
(in thousands):
Revenues............... $ 46,832 $ 39,747 $ 7,085 $ 31,427 $ 30,033 $ 1,394
Cost of revenues....... 26,163 21,916 4,247 22,532 17,654 4,878
-------- -------- -------- -------- -------- --------
Gross profit........... 20,669 17,831 2,838 8,895 12,379 (3,484)
Selling, general and
administrative
(including unusual
charge)............... 12,186 9,305 2,881 11,289 7,301 3,988
Amortization expense... 2,685 1,309 1,376 339 339 --
-------- -------- -------- -------- -------- --------
Operating profit
(loss)................ $ 5,798 $ 7,217 $ (1,419) $ (2,733) $ 4,739 $ (7,472)
======== ======== ======== ======== ======== ========
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998
Revenues for the Company increased $9.3 million, or 12.7%, to $82.5 million
for the year ended December 31, 1999, compared to $73.2 million for the year
ended December 31, 1998. Revenues for the Pharmaceutical Segment increased
$7.1 million, or 17.9%, to $46.8 million for the year ended December 31, 1999,
compared to $39.7 million for the year ended December 31, 1998. The increase
in revenues for the Pharmaceutical Segment is primarily the result of twelve
months of revenues included in 1999 for AM Medica as compared to three months
in 1998. The increase in revenues was partly offset by a decrease of $2.7
million in revenues, which was caused by a non-recurring sale of computer
equipment for $1 million in 1998 which did not occur in 1999. The remaining
decrease was attributed to a large client opening its own call center and
performance issues on certain client contracts which have been resolved.
Revenues for the Consumer Segment increased $1.4 million, or 4.7%, to $31.4
million for the year ended December 31, 1999, compared to $30.0 million for
the year ended December 31, 1998. The increase in the Consumer Segment is
primarily the result of $4.2 million in new and expanded services revenue
which was offset by a decrease of $2.8 million in revenues from a major
client. The decrease was attributable to an overall reduction in production
hours provided by the major client.
Cost of revenues for the Company increased $9.8 million, or 23.8%, to $50.9
million for 1999, compared to $41.1 million in 1998. Cost of revenues as a
percentage of revenues for the Company increased to 61.7% for 1999 from 56.1%
for 1998. Cost of revenues as a percentage of revenues for the Pharmaceutical
Segment increased to 56% for 1999 compared to 55.2% for 1998. The increase is
primarily attributed to tighter labor markets which resulted in higher labor
costs. Cost of revenues as a percentage of revenues for the Consumer Segment
increased to 71.7% for 1999 from 59% for 1998. The increase was primarily
attributed to the expansion of the Consumer Segment which occurred in the
latter part of 1998 and into early 1999, in Rosslyn, VA, Plano, TX and Boca
Raton, FL. During the expansion, the Company faced tight labor markets, which
resulted in higher personnel turnover, higher recruiting, training and
overtime costs.
Selling, general and administrative expenses (including unusual charge) for
the Company increased $9.1 million, or 42.5%, to $30.5 million for 1999,
compared to $21.4 million for 1998. Selling, general and administrative
expenses (including unusual charge) as a percentage of revenues increased to
37% for 1999, compared to 29.2% for 1998. Selling, general and administrative
expenses (including unusual charge) as a percentage of revenues for the
Pharmaceutical Segment increased to 26.1% for 1999 compared to 23.4% for 1998.
Excluding AM Medica, selling, general and administrative expenses (including
unusual charge) as a percentage of revenues increased to 37.1% for 1999
compared to 29.3% for 1998. The increase was primarily attributable to an
increase in reserves for bad debts resulting from contract disputes and an
increase in headcount to support customer service, sales and information
technology. Selling, general and administrative expenses (including unusual
charge) as a percentage of revenues for the Consumer Segment increased to 36%
16
for 1999, from 24.3% for 1998. The increase was attributed to the expansion of
the Rosslyn, VA, Plano, TX, and Boca Raton, FL facilities which occurred in
the latter part of 1998 and in early 1999 in anticipation of business growth
of the Consumer Segment. As a result, additional costs were incurred for
additional personnel, higher depreciation and leasing costs. In addition,
reserves for bad debts increased due to potential contract disputes relating
to the closing/realignment of the Boca Raton operations and Consumer Segment
expansion.
During the second and third quarters of 1999, the Company recorded an
unusual charge in the amount of $1.5 million as part of its Corporate Plan to
improve future performance. The Company recorded $929,000 (which included
$17,000 and $45,000 for the Pharmaceutical and Consumer Segments,
respectively) in severance costs, $248,000 in costs incurred due to the
Company's exploration of strategic alternatives, $200,000 in deferred
acquisition costs incurred on pending acquisitions which were no longer being
pursued, and $149,000 in costs associated with the ongoing negotiations of the
Credit Facility.
Amortization expense for the Company increased $1.4 million, or 82.4%, to
$3.1 million for 1999, compared to $1.7 million for 1998. The increase was
primarily attributable to amortization of goodwill related to the acquisition
of AM Medica and the amortization of goodwill on payments of contingent
consideration earned in 1998.
Net interest expense for the Company increased $2.8 million, or 311%, to
$3.7 million for 1999 compared to $0.9 million for 1998. The increase was
primarily attributed to draws made on the Credit Facility to acquire AM Medica
in October 1998 and to make required payments of contingent consideration
earned in 1998. In addition, interest expense increased due to the Company's
default on three loan covenants contained in the Credit Facility agreement
which was subsequently waived (See "Recent Developments Section"). As a
result, the Company's interest rate increased from 6.7% in June 1999 to 11% in
the fourth quarter of 1999.
The income tax provision for the Company decreased to ($1.8) million in
1999, from $3.6 million in 1998, primarily as a result of pretax losses in
1999. The effective tax rate decreased from 44% in 1998 to 32% in 1999.
Results of Operations by Segment for 1998 and 1997
The following table sets forth, for the periods indicated, certain
statements of operations data by segment obtained from the Company's
statements of operations.
Pharmaceutical Consumer
----------------------- ----------------------
1998 1997 Change 1998 1997 Change
------- ------- ------- ------- ------- ------
Statements of Operations Data
(in thousands):
Revenues....................... $39,747 $12,349 $27,398 $30,033 $23,527 $6,506
Cost of revenues............... 21,916 6,811 15,105 17,654 14,648 3,006
------- ------- ------- ------- ------- ------
Gross profit................... 17,831 5,538 12,293 12,379 8,879 3,500
Selling, general and
administrative................ 9,305 3,033 6,272 7,301 4,472 2,829
Amortization expense........... 1,309 539 770 339 333 6
------- ------- ------- ------- ------- ------
Operating profit............... $ 7,217 $ 1,966 $ 5,251 $ 4,739 $ 4,074 $ 665
======= ======= ======= ======= ======= ======
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997
Revenues for the Company increased $36.5 million, or 99.5%, to $73.2 million
for the year ended December 31, 1998, compared to $36.7 million for the year
ended December 31, 1997. Revenues for the Pharmaceutical Segment increased
$27.4 million, or 222.8%, to $39.7 million for the year ended December 31,
1998, compared to $12.3 million, for the year ended December 31, 1997. The
increase in revenues for the Pharmaceutical Segment is primarily the result of
twelve months of revenues included in 1998 for Phoenix Marketing Group
("Phoenix") as compared to two months in 1997, and the acquisition of AM
Medica in October 1998. Approximately $25.1 million of the $27.4 million
increase in revenues for the Pharmaceutical
17
Segment was the result of the acquisitions of Phoenix and AM Medica. Revenues
for the Consumer Segment increased $6.5 million, or 27.7%, to $30.0 million
for the year ended December 31, 1998, compared to $23.5 million for the year
ended December 31, 1997. The increase in the Consumer Segment is primarily the
result of continued growth in the business with Sprint Corp.
Cost of revenues for the Company increased $19.3 million, or 88.5%, to $41.1
million for 1998, compared to $21.8 million in 1997. Cost of revenues as a
percentage of revenues for the Company decreased to 56.1% for 1998, from 59.4%
for 1997. Cost of revenues as a percentage of revenues for the Pharmaceutical
Segment decreased to 55.2% for 1999 compared to 55.3% for 1998. Excluding AM
Medica, cost of revenues as a percentage of revenues for the Pharmaceutical
Segment for 1998 was 52% as compared to 55.3% in 1997. The decrease was
primarily due to reductions in the existing work force at the Florida
telemarketing facility and the decrease in the ratio of supervisory personnel
to total telemarketers. Cost of revenues as a percentage of revenues for the
Consumer Segment declined to 59% for 1998, from 62.1% for 1997. The decrease
was the result of better utilization of the Company's existing work force
because of improved facilities and work practices changes.
Selling, general and administrative expenses for the Company increased $12.5
million, or 140.4%, to $21.4 million for 1998, compared to $8.9 million for
1997. Selling, general and administrative expenses as a percentage of revenues
increased to 29.2% for 1998, when compared to 24.3% for 1997. Selling, general
and administrative expenses as a percentage of revenues for the Pharmaceutical
Segment decreased slightly to 23.4% for 1998, compared to 24.4% for 1997. The
acquisition of AM Medica resulted in a decrease of 5.7% in selling, general
and administrative expenses as a percentage of revenues. The decrease of 5.7%
was partially offset by an increase in the selling, general and administrative
expenses as a percentage of revenues due to the acquisition of Phoenix, which
has a different cost structure than the other businesses, and the expansion of
the Florida telemarketing facility. Selling, general and administrative
expenses as a percentage of revenues for the Consumer Segment increased to
24.3% for 1998, from 19.1% for 1997. The increase was primarily the result of
an increase in personnel related costs needed to support the growth of this
segment.
Amortization expense for the Company increased $0.8 million, or 88.9%, to
$1.7 million for 1998, compared to $0.9 million for 1997. The increase was
primarily attributable to amortization of goodwill related to the acquisitions
in 1997 and the amortization of goodwill on payments of contingent
consideration earned in 1997.
Net interest expense for the Company decreased $1.7 million, or 65.4%, to
$0.9 million for 1998 as compared to $2.6 million for 1997 as a result of
proceeds used from the Offering to reduce borrowings.
The income tax provision for the Company increased to $3.6 million in 1998,
from $1.2 million for 1997, primarily as a result of an increase in pretax
earnings. The effective tax rate decreased from 48% in 1997 to 44% in 1998.
Liquidity and Capital Resources
At December 31, 1999, the Company had working capital of $8.2 million, an
increase of $6.2 million from $2.0 million at December 31, 1998. The Company's
primary sources of liquidity consist of cash and cash equivalents, and
accounts receivable. As of December 31, 1999, the Company had cash and cash
equivalents of $4.7 million, compared to $1.9 million as of December 31, 1998.
18
Net cash used in operating activities during 1999 was $3.7 million, compared
to $5.5 million provided by operating activities during 1998. Cash used in
operating activities consisted of a decrease in accrued interest and other
related party expenses of $7.2 million. The decrease in accrued interest and
other related party expenses is primarily due to contingent payments earned in
1998 which were paid during 1999. This was offset by a decrease in accounts
receivable and unbilled receivables of $1.4 million. The Company's accounts
receivable turnover averaged 62 days for the year ended December 31, 1999, as
compared to 70 days for the year ended December 31, 1998.
Net cash used in investing activities for 1999 was $8.9 million, compared to
$42.6 million in 1998. The decrease is primarily attributed to the acquisition
of AM Medica for approximately $33.2 million in 1998.
Net cash provided by financing activities was $15.3 million for 1999,
compared to $36.9 million in 1998. Cash provided by financing activities
consisted of draws totaling $19.4 million as a result of proceeds from the
issuance of common stock and draws made on the Credit Facility to finance
payments of contingent consideration earned in 1998 and to fund operations.
This was offset primarily by repayments made on related party notes of $0.9
million and the redemption of 25,000 shares of the Company's mandatorily
redeemable preferred stock, Series 1998, at an aggregate price of $2.5
million. In addition, during 1998, the proceeds received from the initial
public offering were used to retire long term related party debt.
At the end of the second quarter of 1999, the Company was in violation of
certain financial covenants on its Credit Facility ("Events of Default") with
the Bank Group. As a result, the Company began negotiations with the Bank
Group to restructure the Credit Facility. On September 28, 1999, the Company
entered into a forbearance agreement (the "Agreement"). The Agreement provided
that the Bank Group (a) forbear exercising its right to stop making extensions
of credit and to accelerate the full outstanding balance on the Credit
Facility, which rights arose from the Event of Defaults, (b) agreed not to
charge interest on the outstanding balance on the Credit Facility at the full
default rate (approximately 11%), and (c) continued to make available to the
Company draws as provided under the Credit Facility. In addition, the
Agreement limited the Company's ability to draw on its Credit Facility to $16
million without prior consent of the Bank Group. The Agreement was amended on
October 22, 1999 and expired on November 8, 1999.
As of December 31, 1999, the Company remained in default on its Credit
Facility and as a result was not allowed to make any payments on its
subordinated promissory notes. Therefore, the Company failed to meet its
scheduled payment of $1,833,333 on its 6.5% $5,219,000 subordinated promissory
note due to the former stockholder of AM Medica. The former stockholder's
employment agreement contains a provision that in the event of a default on
the subordinated promissory note, the Company has a period of 180 days to
remedy such defaults to keep the employment agreement binding. The period
expires on April 26, 2000.
In addition, the Company was not permitted to make its January, February,
and April 2000 payments on its subordinated promissory notes due to the former
stockholders of Cultural Access Group, TMS and TelAc, respectively.
On April 14, 2000, the Company entered into an Amendment Agreements and
Waiver (the "Amendment") to the Credit Facility with the Bank Group. The
Amendment (a) provides that the Bank Group waive the Events of Default and
amend certain provisions of the Credit Facility, including the reestablishment
of financial covenants, (b) limits the revolving credit facility to $17
million, and (c) increases the interest rate on the outstanding Credit
Facility to prime plus 3.0%, (d) allows certain payments to be made by the
Company on its subordinated promissory notes based on amendment or original
agreements ("Amended Agreements"), (e) requires payment of a monitoring and
amendment fee to the Bank Group equal to approximately 1.0% the sum of (i) the
Aggregate Revolving Committed Amount and (ii) the outstanding principal
balance of the term loan on such date. The Amendment expires on July 1, 2001.
Under the Amendment and amended agreements, the Company is permitted to make
monthly payments of $150,000, including two payments of $250,000 in 2000, to
the former stockholder of AM Medica, to make payments on the remaining balance
due on its subordinated promissory notes due to the former stockholders of
19
Cultural Access Group and TelAc, and to make interest payments only on its
subordinated promissory note due to the former stockholder of TMS. The former
stockholder of TMS has agreed to waive the default on the note.
The Company expects to meet its short-term liquidity requirements through
net cash provided by operations and borrowings under the Amendment to the
Credit Facility.
MARKET RISK
Access Worldwide is exposed to certain market risks arising from
transactions that are entered into in the normal course of business or from
acquisitions. In addition, the Company is exposed to market risk from changes
in interest rates. For information regarding the Company's debt, see Note 9 to
the financial statements.
OTHER MATTERS
The Company experienced no significant computer system failures or
disruptions as a result of the changeover from 1999 to 2000 ("the Year 2000
issue"), and the Year 2000 issue had no material adverse affects on the
results of operations, liquidity or financial condition of the Company.
Forward-Looking Statements
Certain statements under the heading "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and elsewhere in this Form
10-K constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. When used in this report, the words
"believes," "estimates," "plans," "expects," "intends," "anticipates," and
similar expressions as they relate to the Company or its management are
intended to identify forward-looking statements. The actual results of the
Company could differ materially from those indicated by the forward-looking
statements because of various risks and uncertainties related to and
including, without limitation, the Company's effective and timely initiation
and development of new client relationships and programs, the maintenance of
existing client relationships and programs (particularly since the Company's
agreements with its clients generally do not assure the Company that it will
generate a specific level of revenue, do not designate the Company as an
exclusive provider and are terminable on short notice), the successful
marketing of the Company's sales, marketing, internet and medical education
services, the achievement of satisfactory levels of both gross and operating
margins, the recruitment and retention of qualified personnel, the continued
enhancement of telecommunications, computer and information technologies and
operational and financial systems, the continued and anticipated growth in
industry trends toward outsourcing sales, marketing and medical education
services, changes in competition and the forms of direct sales and marketing
techniques, customer interest in, and use of, the Company's clients' products
and services, general economic conditions, costs of telephone services,
financing and leasing of equipment, the adequacy of cash flows from operations
and available financing to fund capital needs and future growth, changes in
governmental rules and regulations applicable to the Company, and other risks
set forth in this report and the Company's other filings with the Securities
and Exchange Commission. These risks and uncertainties are beyond the ability
of the Company to control, and in many cases, the Company cannot predict the
risks and uncertainties that could cause actual results to differ materially
from those indicated by the forward-looking statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
None.
20
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
Page
----
Report of Independent Certified Public Accountants.................... 22
Balance Sheets........................................................ 23
Statements of Operations.............................................. 24
Statements of Changes in Common Stockholders' Equity (Deficit)........ 25
Statements of Cash Flows.............................................. 26
Notes to Financial Statements......................................... 27
21
Report of Independent Certified Public Accountants
To the Board of Directors and Stockholders of Access Worldwide Communications,
Inc.
In our opinion, the financial statements listed in the index appearing under
Item 14(a)(1) and (2) on page 44 present fairly, in all material respects, the
financial position of Access Worldwide Communications, Inc. and its
subsidiaries at December 31, 1999 and 1998 and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1999 in conformity with accounting principles generally accepted in the
United States. In addition, in our opinion, the financial statement schedules
listed in the accompanying index present fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedules are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in
the United States which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Ft. Lauderdale, FL
March 2, 2000, except for Note 2 and 20,
as to which the date is April 14, 2000
22
ACCESS WORLDWIDE COMMUNICATIONS, INC.
BALANCE SHEETS
As of December 31,
1999 1998
---- ----
ASSETS
Current assets:
Cash and cash equivalents......................... $ 4,706,380 $ 1,912,219
Accounts receivable, net of allowance for doubtful
accounts of
$113,082, and $184,801, respectively............. 15,940,988 18,285,171
Unbilled receivables.............................. 2,954,899 2,001,611
Other assets, net................................. 2,026,216 1,715,035
------------ ------------
Total current assets.............................. 25,628,483 23,914,036
Property and equipment, net....................... 11,435,983 8,565,188
Other assets, net................................. 941,291 917,197
Intangible assets, net............................ 71,518,273 71,025,795
------------ ------------
Total assets...................................... $109,524,030 $104,422,216
============ ============
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK
AND COMMON STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of indebtedness................... $ 3,028,873 $ 63,431
Current portion of indebtedness--related parties.. 1,990,000 2,421,770
Accounts payable and accrued expenses............. 6,762,870 6,894,231
Accrued interest and other related party
expenses......................................... 1,296,672 8,516,293
Accrued salaries, wages and related benefits...... 2,046,665 2,007,827
Deferred revenue.................................. 2,335,705 1,998,486
Due to related parties............................ -- 42,303
------------ ------------
Total current liabilities......................... 17,460,785 21,944,341
Long-term portion of indebtedness................. 37,566,384 25,609,170
Long-term portion of indebtedness--related
parties.......................................... 3,802,334 4,238,310
Mandatorily redeemable preferred stock, $.01 par
value: 2,000,000 shares authorized, 40,000 shares
and 65,000 shares issued and outstanding,
respectively..................................... 4,000,000 6,500,000
------------ ------------
Total liabilities and mandatorily redeemable
preferred stock.................................. 62,829,503 58,291,821
------------ ------------
Commitments and contingencies (Notes 10 and 17)
Common stockholders' equity:
Common stock, $.01 par value: voting: 20,000,000
shares
authorized; 9,528,478 and 9,043,185 shares is-
sued, at December 31, 1999 and 1998, respective-
ly; 9,528,478 and 9,027,730 shares outstanding at
December 31, 1999 and 1998, respectively......... 95,285 90,432
Additional paid-in capital........................ 62,932,033 58,490,848
Accumulated deficit............................... (16,332,791) (12,392,763)
Less: cost of treasury stock 15,455 shares........ -- (52,530)
Deferred compensation............................. -- (5,592)
------------ ------------
Total common stockholders' equity................. 46,694,527 46,130,395
------------ ------------
Total liabilities, mandatorily redeemable
preferred stock and common stockholders' equity.. $109,524,030 $104,422,216
============ ============
The accompanying notes are an integral part of these financial statements.
23
ACCESS WORLDWIDE COMMUNICATIONS, INC.
STATEMENTS OF OPERATIONS
For the Years Ended December 31,
1999 1998 1997
---- ---- ----
Revenues............................... $82,515,114 $73,234,285 $36,652,889
Cost of revenues (exclusive of
depreciation)......................... 50,861,641 41,091,313 21,812,960
----------- ----------- -----------
Gross profit.......................... 31,653,473 32,142,972 14,839,929
Selling, general and
administrative expenses (selling,
general and administrative expenses to
related parties are $749,369,
$1,020,702, and $258,665,
respectively)......................... 28,924,397 21,431,374 8,909,475
Amortization expense................... 3,110,531 1,731,372 900,696
Unusual charge......................... 1,526,351 -- --
----------- ----------- -----------
(Loss) income from operations......... (1,907,806) 8,980,226 5,029,758
Interest income........................ 181,426 197,522 117,961
Interest expense-related party......... (394,892) (569,538) (1,999,009)
Interest expense....................... (3,510,200) (535,295) (440,453)
Other expense-related party............ -- -- (301,841)
----------- ----------- -----------
(Loss) income before income taxes..... (5,631,472) 8,072,915 2,406,416
Income tax benefit (expense)........... 1,793,130 (3,552,083) (1,181,484)
----------- ----------- -----------
(Loss) income before extraordinary
charge............................... (3,838,342) 4,520,832 1,224,932
Extraordinary charge on extinguishment
of debt (net of income tax expense of
$82,195).............................. (101,686) -- --
----------- ----------- -----------
Net (loss) income .................... $(3,940,028) $ 4,520,832 $ 1,224,932
=========== =========== ===========
(Loss) earnings per share of common
stock
Basic:
(Loss) income before extraordinary
charge ............................. $ (0.41) $ 0.52 $ 0.26
Extraordinary charge................. (0.01) -- --
Net (loss) income.................... (0.42) 0.52 0.26
Diluted (loss) earnings per share of
common stock......................... $ (0.42) $ 0.51 $ 0.26
The accompanying notes are an integral part of these financial statements.
24
ACCESS WORLDWIDE COMMUNICATIONS, INC.
STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS' EQUITY (DEFICIT)
For the Years Ended December 31, 1997, 1998 and 1999.
Common Stock Additional
----------------- Paid-in Retained Earnings/ Treasury Deferred
Shares Amount Capital Accumulated (Deficit) Stock Compensation Total
--------- ------- ----------- --------------------- -------- ------------ -----------
Balance, December 31,
1996.................... 4,430,000 $44,300 $12,789,892 $(18,138,527) $ -- $ -- $(5,304,335)
Sale of common stock to
management.............. 234,000 2,340 25,588 -- -- (9,890) 18,038
Purchase of TMS by TLM
(Note 1)................ -- -- 164,500 -- -- -- 164,500
Purchase of common
stock................... -- -- -- -- (143) -- (143)
Merger of TLM and Access
Worldwide (Note 1)...... 100,000 1,000 1,033,112 -- -- -- 1,034,112
Net income for the year
ended December 31,
1997.................... -- -- -- 1,224,932 -- -- 1,224,932
--------- ------- ----------- ------------ -------- ------ -----------
Balance, December 31,
1997.................... 4,764,000 47,640 14,013,092 (16,913,595) (143) (9,890) (2,862,896)
--------- ------- ----------- ------------ -------- ------ -----------
Common stock issued at
Offering................ 4,000,000 40,000 41,335,532 -- -- -- 41,375,532
Convertible promissory
note converted to common
stock................... 208,334 2,083 2,497,917 -- -- -- 2,500,000
Contingent payments made
in the form of common
stock................... 70,851 709 694,347 -- -- -- 695,056
Purchase of common
stock................... -- -- -- -- (602,812) -- (602,812)
Issuance of treasury
stock................... -- -- (50,040) -- 550,425 -- 500,385
Amortization of deferred
compensation............ -- -- -- -- -- 4,298 4,298
Net income for the year
ended December 31,1998.. -- -- -- 4,520,832 -- -- 4,520,832
--------- ------- ----------- ------------ -------- ------ -----------
Balance, December 31,
1998.................... 9,043,185 90,432 58,490,848 (12,392,763) (52,530) (5,592) 46,130,395
--------- ------- ----------- ------------ -------- ------ -----------
Contingent payments made
in the form of common
stock................... 485,293 4,853 4,441,185 -- -- -- 4,446,038
Issuance of treasury
stock................... -- -- -- -- 52,530 -- 52,530
Amortization of deferred
compensation............ -- -- -- -- -- 5,592 5,592
Net loss for the year
ended December 31,
1999.................... -- -- -- (3,940,028) -- -- (3,940,028)
--------- ------- ----------- ------------ -------- ------ -----------
Balance, December 31,
1999.................... 9,528,478 $95,285 $62,932,033 $(16,332,791) $ -- $ -- $46,694,527
========= ======= =========== ============ ======== ====== ===========
The accompanying notes are an integral part of these financial statements.
25
ACCESS WORLDWIDE COMMUNICATIONS, INC.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
1999 1998 1997
----------- ------------ ------------
Cash flows from operating activities:
Net (loss) income ................... $(3,940,028) $ 4,520,832 $ 1,224,932
Adjustments to reconcile net (loss)
income
to net cash (used in) provided by
operating activities:
Depreciation and amortization........ 5,521,405 2,979,446 1,330,159
Extraordinary charge, net of
applicable income taxes............. 101,686 -- --
Income tax effect of extraordinary
charge.............................. 82,195 -- --
Deferred tax provision............... (113,469) (740,979) 92,115
Allowance for doubtful accounts...... (71,719) (95,134) 268,403
Interest expense on mandatorily
redeemable
preferred stock..................... -- 46,142 288,000
Changes in operating assets and
liabilities,
excluding effects from
acquisitions:
Accounts receivable............... 2,415,902 (10,008,716) (2,356,732)
Unbilled receivables................ (953,288) (2,001,611) --
Due to related parties and
affiliates......................... (97,148) (407,411) 1,603,990
Other assets, net................... 327,866 (1,678,358) (865,375)
Accounts payable and accrued
expenses........................... (7,280,869) 11,459,644 315,949
Deferred revenue.................... 337,219 1,467,635 496,244
----------- ------------ ------------
Net cash (used in) provided by
operating activities.............. (3,670,248) 5,541,490 2,397,685
----------- ------------ ------------
Cash flows from investing activities:
Additions to property and equipment,
net................................. (5,281,719) (5,672,131) (1,545,518)
Use of letter of credit.............. -- -- 15,000,000
Business acquisitions, net of cash
acquired............................ (3,602,959) (36,904,338) (20,238,495)
----------- ------------ ------------
Net cash used in investing
activities......................... (8,884,678) (42,576,469) (6,784,013)
----------- ------------ ------------
Cash flows from financing activities:
Deferred stock issuance and loan
origination fees.................... (704,390) (2,128,191) (892,211)
Payments on capital lease............ (27,156) (74,109) (220,494)
Proceeds from notes payable.......... -- 11,000,000 15,446,248
Proceeds from sale of common and
preferred stock..................... 4,498,567 45,135,802 1,999,500
Net borrowings under line of credit
facility............................ 14,949,812 19,986,952 5,810,000
Repurchase of mandatorily redeemable
preferred stock..................... (2,500,000) -- --
Repayment of related party debt...... (867,746) (36,385,155) (16,042,248)
Purchase of common shares............ -- (602,812) (143)
----------- ------------ ------------
Net cash provided by financing
activities.......................... 15,349,087 36,932,487 6,100,652
----------- ------------ ------------
Net increase (decrease) in cash and
cash equivalents.................... 2,794,161 (102,492) 1,714,324
Cash and cash equivalents, beginning
of period............................ 1,912,219 2,014,711 300,387
----------- ------------ ------------
Cash and cash equivalents, end of
period............................... $ 4,706,380 $ 1,912,219 $ 2,014,711
=========== ============ ============
Supplemental disclosure of cash flow
information:
Cash paid during the period for:
Interest............................. $ 3,760,200 $ 1,903,931 $ 651,822
=========== ============ ============
Income taxes......................... $ 250,400 $ 2,438,299 $ 1,296,000
=========== ============ ============
The accompanying notes are an integral part of these financial statements.
26
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS
1. Business Description and Significant Accounting Policies
Business Description
Access Worldwide Communications, Inc. ("Access Worldwide" or the "Company")
is an outsourced marketing services company that assists clients in the
pharmaceutical, telecommunications, financial services and consumer products
industries. The Company designs and delivers innovative, data-driven sales and
marketing solutions that maximize clients' sales and profits. The Company has
particular expertise in reaching key pharmaceutical audiences--physicians,
pharmacists and patients--and targeted consumer groups. Access Worldwide's
resources include proprietary databases of targeted consumers, physicians and
pharmacists; strategic planning and market research services; internet
services; medical education; medical meetings management; medical
publications; inbound and outbound teleservices in 15 different languages;
Electronic Territory Management Systems ("ETMS"); and Drug Enforcement
Administration ("DEA") approved drug sample fulfillment and direct mail
capabilities.
Basis of Presentation
The financial statements present the financial position and results of
operations of Access Worldwide and its subsidiaries. Access Worldwide was
incorporated in Delaware in 1983, and operates in Boca Raton, Florida. Access
Worldwide was formed and was wholly owned by several individuals (the "Former
Principal Stockholders"). In addition, certain Former Principal Stockholders
formed and owned the majority of another corporation, TelAc, Inc., which
operated in Dallas, Texas. On December 6, 1996, the Company and TelAc, Inc.
were merged. The merger was effected through a one-for-one share exchange,
with the stockholders of TelAc, Inc. receiving one Access Worldwide share for
every TelAc, Inc. share. The fair value of the consideration paid was based on
the fair value of shares of Access Worldwide, which was determined based on
the price being paid by third parties, at the time, to acquire shares of
Access Worldwide. The merger was accounted for using the purchase method of
accounting. TelAc, Inc. is included on a combined basis with the Company from
the date of its inception (July 1995) through December 6, 1996 due to common
ownership, common management and the integrated nature of business
activities/operations. All intercompany operations have been eliminated in the
Company's combined financial statements.
On December 6, 1996, the Company was recapitalized. The recapitalization
(the "Recapitalization") was effected by (i) the Company's issuance of common
and preferred shares to a group of investors, previously unaffiliated with the
Company (the "Investors"), for $2,100,000; (ii) the Company's issuance of
common shares to the then current management of the Company for $7,410; (iii)
the Company's borrowing of $13,000,000 from the Investors; and (iv) the
purchase and cancellation of common shares from the individuals owning common
shares before the Recapitalization (the Former Principal Stockholders) for
$18,000,000. After the Recapitalization, the Former Principal Stockholders of
the Company retained 18% of the outstanding common shares.
On January 1, 1997, TLM Holdings Corp. ("TLM"), an inactive corporation with
no assets, liabilities or operations, was formed by the Investors to purchase,
through a subsidiary, certain assets and assume certain liabilities of
TeleManagement Services, Inc. ("TMS") for $7,800,000. In connection with the
initial capitalization of TLM, the Investors purchased (a) 3,500,000 shares of
common stock of TLM for an aggregate purchase price of $199,500 and (b) 18,000
shares of mandatorily redeemable preferred stock of TLM for an aggregate
purchase price of $1,800,000. Since Access Worldwide and TLM were commonly
controlled companies effective with the acquisition on January 1, 1997, the
financial statements as of and for the year ended December 31, 1997 are
presented on a combined basis. All intercompany transactions and balances have
been eliminated.
27
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS -- (Continued)
1. Business Description And Significant Accounting Policies -- (Continued)
On October 21, 1997, the Investors merged their interests in Access
Worldwide and TLM. As part of the merger, the Investors made a capital
contribution to the Company of the 3,500,000 shares of TLM common stock which
the Investors held. In addition, the 18,000 shares of TLM mandatorily
redeemable preferred stock held by the Investors were converted into 18,000
shares of Access Worldwide mandatorily redeemable preferred stock. The
remaining TLM stockholders received a one-for-one share exchange of 100,000
shares of TLM voting common stock for Access Worldwide voting common stock.
The merger of commonly controlled interests, was accounted for using the
historical costs of the respective businesses in a manner similar to a pooling
of interests. The acquisition of the minority interest in TLM was accounted
for using the purchase method.
Based on the merger of commonly controlled interests, the Company's
financial statements as of December 31, 1999 and 1998 have been consolidated
and all intercompany transactions and balances have been eliminated.
Cash and Cash Equivalents
All highly liquid investments with maturities of three months or less when
purchased are considered cash and cash equivalents.
Loan Origination Fees
Loan origination fees represent costs incurred in connection with the
Company's receipt of its Revolving Credit and Term Loan Facility. These fees,
which are included in other assets in the accompanying balance sheet, are
amortized as interest expense over the life of these facilities.
Computer Software
The Company has developed certain computer software and technically derived
procedures intended to maximize the quality and efficiency of its services.
Costs of purchased internal-use computer and telephone software are
capitalized and costs of internally developed internal-use computer software
are capitalized based on a project-by-project analysis of each project's
significance to the Company and its estimated useful life. All capitalized
software costs are amortized on a straight line method over a period of three
years.
Property and Equipment
Property and equipment are carried at cost less accumulated depreciation.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets ranging from three to seven years. Leasehold
improvements are amortized over the term of the facilities' lease. When assets
are retired or otherwise disposed of, the cost and related accumulated
depreciation are removed from the accounts and any resulting gain or loss is
recognized in the period. Expenditures for maintenance and repairs are
expensed as incurred, while expenditures for major renewals that extend the
useful lives are capitalized.
Intangible Assets
Assets and liabilities acquired in connection with business combinations are
accounted for under the purchase method of accounting and are recorded at
their respective fair values. The excess of the purchase price over the fair
value of net assets acquired consists of noncompete agreements, customer
lists, assembled workforce and goodwill (the "intangible assets"). The
intangible assets are amortized on a straight-line basis over the estimated
useful lives of the assets, which range from three to thirty-five years.
28
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS -- (Continued)
1. Business Description and Significant Accounting Policies -- (Continued)
Long-Lived Assets
Long-lived assets, including intangible assets, are reviewed for impairment
whenever events or changes in circumstances indicate that, based on estimated
future cash flows, the related carrying amounts may not be recoverable. When
required, impairment losses on assets are recognized based on the excess of
the asset's carrying amount over the fair value of the asset, and the long-
lived assets to be disposed of are reported at the lower of carrying amount or
fair value less cost to sell.
Deferred Revenue
Deferred revenues represent customer deposits for services that have been
contracted for but have not been fully performed.
Treasury Stock
The purchase of treasury stock was accounted for using the cost basis method
of accounting.
On September 10, 1998, the Board of Directors approved a 300,000 common
stock buyback program. At December 31, 1999, the Company had 165,000 shares of
common stock left to be repurchased under this program.
Revenue Recognition
Revenues received from database analysis, strategic planning,
telesales/services, direct mail, sales force support systems, sales territory
management and product sample fulfillment are recognized when services are
rendered. Revenues received from market research, contract services and
medical education and medical meetings management services are recognized
using the percentage of completion method.
Income Taxes
The Company elected to be treated as a C Corporation and therefore income
taxes are accounted for in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 109, Accounting for Income Taxes. Accordingly, deferred
tax assets and liabilities are recognized at applicable income tax rates based
upon future tax consequences of temporary differences between the tax basis
and financial reporting basis.
Earnings Per Share
Earnings per share are calculated in accordance with the provisions of SFAS
No. 128, Earnings Per Share (SFAS No. 128). SFAS No. 128 requires the Company
to report both basic earnings per share, which is based on the weighted-
average number of common shares outstanding, and diluted earnings per share,
which is based on the weighted average number of common shares outstanding and
all potentially dilutive common shares outstanding.
Stock-Based Compensation
SFAS No. 123, Accounting for Stock-based Compensation encourages, but does
not require, companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has chosen to account for its
stock-based compensation plan using the intrinsic value method prescribed in
Accounting Principles Board Opinion ("APB") No. 25, Accounting for Stock
Issued to Employees and its related Interpretations.
29
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS -- (Continued)
1. Business Description and Significant Accounting Policies -- (Continued)
Accounting Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenue and expenses
during the reporting periods. Actual results could differ from those
estimates.
Concentrations of Credit Risk
Financial instruments which potentially expose the Company to concentrations
of credit risk consist principally of cash, accounts receivable and unbilled
receivables. The Company maintains cash in bank deposit accounts which, at
times, may exceed federally insured limits. The Company has not experienced
any losses in such accounts and management believes the risk related to these
deposits is minimal. The Company does not require collateral or other security
to support credit sales. In addition, the Company maintains reserves for
potential credit losses.
Reclassifications
Certain reclassifications have been made to the December 31, 1998 and 1997
financial statements to conform to the December 31, 1999 presentation.
2. Financial Results and Liquidity
At the end of the second quarter of 1999, the Company reported operating
losses and as a result was in violation of certain financial covenants of its
Credit Facility ("Events of Default") with the Bank Group. Simultaneously, the
Company enacted a Corporate Plan to strengthen revenue growth, improve
operating performance and increase stockholder value over time.
Following the occurrence of the Events of Default, the Company operated
under a forbearance agreement with the Bank Group, which expired on November
8, 1999. The Company subsequently entered into an Amendment Agreement and
Waiver on April 14, 2000, which among other things, waived existing Events of
Default, reestablished financial covenants which management believes the
Company will be able to comply with, and limits the revolving credit facility
to $17 million. As a condition precedent to the Amendment Agreement and
Waiver, the Company also restructured its subordinated promissory notes. (See
Note 20)
At December 31, 1999, the Company had working capital of $8.2 million, an
increase of $6.2 million from December 31, 1998. The Company's primary sources
of liquidity consist of cash and cash equivalents, accounts receivable, and
the Credit Facility.
3. Leveraged Recapitalization
On December 6, 1996, the Company consummated a leveraged Recapitalization
(the "Recapitalization") pursuant to the Recapitalization and Investment
Agreement with the Company, the Former Principal Stockholders and the
Investors. The principal elements of the Recapitalization included the
following:
. Amendments to the certificate of incorporation to provide that the
authorized capital consists of 1,000,000 shares of $.01 par value
preferred stock of which 18,000 shares shall be designated as
cumulative mandatorily redeemable preferred stock; 19,500,000 shares of
$.01 par value voting common stock; and 500,000 shares of $.01 par
value non-voting common stock.
30
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS -- (Continued)
3. Leveraged Recapitalization -- (Continued)
. The 2,000 shares of voting common stock held by the Former Principal
Stockholders were split at a rate of 2,150 shares for each share held
which resulted in 4,300,000 voting common shares issued and
outstanding.
. The sale of newly issued shares of common stock (3,000,000 shares of
voting stock and 500,000 shares of non-voting stock) and preferred
stock (18,000 shares of 8% cumulative redeemable stock) for cash of
$2,000,000 to the Investors. In addition, the Investors contributed
$112,000 to the Company.
. The borrowing of $13,000,000 in 8% subordinated promissory notes from
the Investors.
. The repurchase and cancellation of 3,500,000 shares of voting common
stock (out of 4,300,000 voting common shares) from the Former Principal
Stockholders for $15,000,000 in promissory notes due January 2, 1997
and $3,000,000 in 6% convertible subordinated notes. The Company
collateralized the promissory notes with an irrevocable letter of
credit and fully funded the letter of credit on December 6, 1996. The
$15,000,000 was paid to the Former Principal Stockholders on January 2,
1997.
4. Purchase Business Combinations
Effective October 1, 1998, Access Worldwide acquired all the outstanding
capital stock of AM Medica Communications, Ltd. ("AM Medica"), a New York
company. The purchase price was $22,512,700 in cash, 122,045 shares of the
Company's common stock, and a three year 6.5% subordinated promissory note in
the principal amount of $5,500,000. The purchase price also includes certain
future contingent payments of cash and the issuance of additional shares of
the Company's common stock dependent on the achievement of certain financial
goals by AM Medica. The ultimate amount of cash to be paid and the ultimate
number of shares of common stock to be issued cannot be determined until the
earnout period terminates and achievement of criteria is established.
The acquisition was accounted for using the purchase method of accounting.
Accordingly, the purchase price was allocated to assets and liabilities
acquired based on their estimated fair values. The financial statements
reflect the results of the acquisition from the date of acquisition.
Information with respect to the purchase of AM Medica is as follows:
Cash paid (net of cash acquired)................................... $22,512,700
Stock issued....................................................... 500,000
Notes issued....................................................... 5,500,000
Liabilities assumed................................................ 9,794,042
-----------
38,306,742
Fair value of tangible assets acquired............................. 10,140,715
-----------
Cost in excess of fair value of tangible assets acquired........... $28,166,027
===========
The unaudited results of operations on a pro forma basis as if the
acquisition of AM Medica was made as of the beginning of the year for the year
ended December 31, 1998 is as follows:
Revenues........................................................... $92,238,844
Income from operations............................................. 11,708,370
Net income......................................................... 5,304,201
Earnings per share of common stock
Basic............................................................. $0.61
Diluted........................................................... $0.59
31
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS -- (Continued)
4. Purchase Business Combinations -- (Continued)
Certain purchase agreements require additional contingent payments if
certain financial goals are achieved. Of the aggregate amounts payable under
these agreements, 500,748 (including 15,455 shares of treasury stock) and
70,851 shares of the Company's common stock, valued at $4,498,568 and $695,056
were issued and $3,295,423 and $695,056 in cash was paid during 1999 and 1998,
respectively. As of December 31, 1999 and 1998, the Company has accrued
$973,507 and $8,474,698, respectively, as additional contingent payments in
accordance with certain purchase agreements.
Intangible Assets consist of the following:
December 31,
Useful Life ------------------------
In Years 1999 1998
----------- ----------- -----------
Goodwill............................... 35 $72,938,386 $69,335,377
Customer lists......................... 5 2,009,494 2,009,494
Assembled workforce.................... 3 1,471,844 1,471,844
Noncompete agreements.................. 7 874,034 874,034
----------- -----------
77,293,758 73,690,749
Less: Accumulated amortization......... (5,775,485) (2,664,954)
----------- -----------
Intangible assets, net................. $71,518,273 $71,025,795
=========== ===========
5. Initial Public Offering
On February 13, 1998, the Company's initial public offering (the "Offering")
of 4,000,000 shares of common stock became effective. The proceeds received
from the initial public offering were used to retire the following long term
debt and associated accrued interest which was outstanding as of December 31,
1997:
8% subordinated promissory notes due to the Investors on
December 1, 2006.............................................. $13,021,000
8% subordinated promissory notes due to the Investors on
January 15, 2007 ............................................. 6,500,000
6% convertible subordinated promissory notes due to the Former
Principal Stockholders on December 1, 2000.................... 3,000,000
6% subordinated promissory note due to the former stockholders
of Phoenix.................................................... 2,500,000
8% subordinated promissory note due to the Investors on October
15, 2007 ..................................................... 13,546,000
Uncommitted line of credit facility............................ 1,490,000
Unpaid interest due............................................ 2,032,000
Also, in conjunction with the Offering, the following occurred: (i) the 6%
convertible subordinated promissory note due to the former stockholder of
Phoenix for $2,500,000 was converted into 208,334 shares of common stock; (ii)
the Company's 36,000 shares of series 1996 and 1997 preferred stock were
converted into 65,000 shares of Series 1998 $0.01 par value preferred stock
with dividends payable per share in cash and non cash distributions equal to
the product of (x) 8.33 and (y) any per share dividends and distributions paid
on shares of common stock; mandatorily redeemable by the Company at a price of
$100 per share upon any other public offering, a change in control, or the
Company's achievement of net income of $10 million over any four consecutive
quarters; (iii) $2,900,000 of 8% subordinated promissory notes due to the
Investors on December 1, 2006 was converted into 29,000 shares of series 1998
preferred stock; (iv) the Company paid $299,000 in accrued interest on the
series 1996 preferred stock and (v) the 500,000 shares of non-voting common
stock were converted into 500,000 shares of voting common stock on a share-
for-share basis.
32
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS -- (Continued)
6. Property and Equipment
Property and equipment consists of the following:
December 31,
Useful Life ------------------------
In Years 1999 1998
------------- ----------- -----------
Furniture and fixtures.............. 7 $ 2,304,494 $ 1,640,792
Telephone and office equipment...... 7 3,378,295 3,353,205
Computer equipment.................. 3-5 7,401,619 3,471,321
Leasehold improvements. ............ Life of lease 2,741,816 2,004,692
----------- -----------
15,826,224 10,470,010
Less: Accumulated depreciation...... (4,390,241) (1,904,822)
----------- -----------
Property and equipment, net......... $11,435,983 $ 8,565,188
=========== ===========
Depreciation expense (including property and equipment held under capital
leases) was $2,410,874, $1,248,073 and $429,463 for the years ended December
31, 1999, 1998 and 1997, respectively.
7. Revenue From Significant Customer
A substantial portion of the Company's revenue is derived from one customer
which is included in the Consumer Segment (see Note 19). For the years ended
December 31, 1999, 1998 and 1997 revenues from that customer amounted to
approximately 29%, 36% and 59% of revenues, respectively. At December 31,
1999, 1998 and 1997 amounts due from that customer included in accounts
receivable amounted to approximately 16%, 21% and 39% of accounts receivable,
respectively.
8. Income Taxes
The provision for income taxes consists of the following:
For the Years Ended December 31,
----------------------------------
1999 1998 1997
----------- ---------- ----------
Current tax (benefit) expense:
Federal............................... $(1,842,045) $2,374,376 $1,228,697
State................................. (64,554) 436,728 132,435
----------- ---------- ----------
(1,906,599) 2,811,104 1,361,132
----------- ---------- ----------
Deferred tax expense (benefit):
Federal............................... 120,965 631,139 (155,622)
State................................. (7,496) 109,840 (24,026)
----------- ---------- ----------
113,469 740,979 (179,648)
----------- ---------- ----------
$(1,793,130) $3,552,083 $1,181,484
=========== ========== ==========
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.
33
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS -- (Continued)
8. Income Taxes -- (Continued)
Deferred tax assets (liabilities) are comprised of the following:
December 31,
----------------------
1999 1998
----------- ---------
Gross deferred tax assets:
Accrued severance pay............................. $ 277,716 $ --
Accrued vacations................................. 116,318 43,494
Accrued expenses.................................. -- 50,665
Allowance for doubtful accounts................... 70,883 15,902
Net operating losses carryforward................. 87,858 --
Other............................................. 50,069 --
----------- ---------
602,844 110,061
----------- ---------
Gross deferred tax liabilities:
Amortization of intangible assets................. (793,944) (383,565)
Depreciation...................................... (290,104) (451,208)
Other............................................. (265,354) (18,596)
----------- ---------
(1,349,402) (853,369)
----------- ---------
Net deferred tax liabilities........................ $ (746,558) $(743,308)
=========== =========
For tax purposes, the Company had available at December 31, 1999 net
operating losses ("NOL") for state income tax purposes of approximately
$1,479,083 which will expire in the year 2006.
Deferred tax assets and liabilities are included in other current assets and
accounts payable and accrued expenses, respectively.
The effective tax rate was different from the federal statutory rate as
follows:
For the Years
Ended December
31,
-----------------
1999 1998 1997
---- ---- ----
Statutory rate.............................................. (34)% 34% 34%
Meals and entertainment and officers' life insurance........ 1 1 --
State income taxes, net of federal benefit.................. -- 7 4
Preferred stock dividend treated as interest expense........ -- -- 4
Amortization of goodwill.................................... 2 1 6
Other items, net............................................ (1) 1 --
--- --- ---
(32)% 44% 48%
=== === ===
34
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS -- (Continued)
9. Indebtedness
December 31,
------------------------
1999 1998
----------- -----------
The Company's borrowings consist of the following:
Revolving credit and term loan facility............. $40,537,901 $ --
Committed line of credit facility................... -- 25,588,089
6.5% subordinated promissory note due to the former
sole stockholder of AM Medica; principal due in
annual installments of $1,833,333 beginning October
24, 1999 and due in full on October 24, 2001;
interest at 6.5% per year payable semi-annually.... 5,219,000 5,500,000
6% convertible subordinated promissory note due to
stockholders; principal due in annual installments
of $60,000 beginning April 1, 1998 and due in full
on April 1, 2000; interest at 6% per year payable
quarterly; convertible into shares of common stock
at a price of $15 per share if the net revenues of
the applicable acquired firm's business for the
years ending December 31, 1997 through 1999 exceed
a specified target. This target was not met in 1999
and 1998........................................... 60,000 120,000
6% subordinated promissory note due to former
stockholder of TMS; principal due in annual
installments of $433,334 beginning January 15, 1998
and due in full on January 15, 2000; interest at 6%
per year payable annually.......................... 433,334 866,667
Amount due to former stockholder of TMS; principal
due in monthly payments of $12,500 plus interest at
8% through February 1, 1999........................ -- 13,437
6.5% subordinated promissory note due to the former
sole stockholder of CAG; principal due in quarterly
installments of $20,000 beginning January 1, 1998
and due in full on October 1, 2000; interest at
6.5% per year payable quarterly.................... 80,000 160,000
Capital leases payable in monthly installments of up
to $2,029 through November 2001.................... 57,356 61,812
Restrictive covenant payable in monthly installments
of $2,942 through August 1999...................... -- 22,676
----------- -----------
46,387,591 32,332,681
Less: Current portion............................... (5,018,873) (2,485,201)
----------- -----------
$41,368,718 $29,847,480
=========== ===========
On January 20, 1998, the Company received a commitment from a bank for a
committed line of credit facility for $30,000,000. The credit agreement
provided for interest at a variable rate, which depended on certain financial
ratios, equal to (a) the LIBOR rate plus 1.25% to 2.00% or (b) the lead bank's
prime rate plus 0% to 0.375%.
On March 12, 1999, the Company received from a syndicate of financial
institutions (the "Bank Group"), (i) a revolving credit facility of
$40,000,000, with a sublimit of $5,000,000 for the issuance of standby letters
of credit and a sublimit of $5,000,000 for swingline loans, and (ii) a term
loan facility of $25,000,000 (collectively, the "Credit Facility"). All of the
foregoing bears interest at formula rates ranging from either (i) the higher
of (a) the Federal Funds Rate plus 0.50% and (b) the prime lending rate, plus
an applicable margin ranging from 0.0% to 1.0% or (ii) LIBOR, plus an
applicable margin ranging from 1.25% to 2.50%. The Company is required to pay
a commitment fee on the unused portions of the Credit Facility.
On March 12, 1999, $28,288,089 of the Credit Facility was used to extinguish
the Company's $30,000,000 committed line of credit. The Company recognized an
extraordinary after-tax charge of $101,686 or $0.01 per share for the write-
off of loan origination fees as a result of the extinguishment. In addition,
$2,500,000 of the Credit Facility was used to redeem 25,000 shares of the
Company's mandatorily redeemable preferred stock, Series 1998, at a price of
$100 per share. No gain or loss was recorded on the redemption of shares.
The Credit Facility is collateralized by substantially all of the assets of
the Company and has certain financial covenants. During 1999, the Company was
not in compliance with certain financial covenants ("Event of Defaults") of
its Credit Facility, and was engaged in negotiations to restructure the Credit
Facility with the Bank Group. On September 28, 1999, the Company entered into
a forbearance agreement ("the Agreement").
35
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS -- (Continued)
9. Indebtedness -- (Continued)
The Agreement provided that the Bank Group (a) forbear exercising their right
to stop making extensions of credit and to accelerate the full outstanding
balance on the Credit Facility, which rights arose from the Event of Defaults,
(b) agree not to charge interest on the outstanding balance on the Credit
Facility at the full default rate (approximately 11%), and (c) continue to
make available to the Company draws as provided under the Credit Facility. In
addition, the Agreement limited the Company's ability to draw on its Credit
Facility to $16 million without prior consent of the Bank Group. The Agreement
was amended on October 22, 1999, and expired on November 8, 1999.
As a result of the default, on October 24, 1999, the Company failed to make
its scheduled payment of $1,833,333 on its 6.5%, $5,219,000 subordinated
promissory note to a former stockholder of AM Medica. The former stockholder's
employment agreement contains a provision that in the event of a default on
the subordinated promissory note, the Company has a period of 180 days to
remedy such default to keep the employment agreement binding. The period
expires on April 26, 2000. The subordinated promissory note accrued interest
at 12%, the default rate (See Note 20).
Aggregate annual principal maturities for indebtedness as of December 31,
1999 are as follows:
2000.......................................................... $ 5,018,873
2001.......................................................... 39,799,718
2002.......................................................... 1,569,000
-----------
$46,387,591
===========
10. Operating Leases
The Company leases office space and operating equipment under non-cancelable
operating leases with terms ranging from three to ten years and expiring at
various dates through June 2008. Rent expense under operating leases was
$3,031,320, $2,081,597 and $1,002,223 for the years ended December 31, 1999,
1998 and 1997, respectively.
The Company leases office and warehouse facilities under a long-term
operating lease from a partnership comprised of stockholders and certain
former stockholders expiring November 2007. Rent expense under this agreement
totaled $702,860, $630,460 and $56,447 for the years ended December 31, 1999,
1998 and 1997, respectively. The Company has receivables from this partnership
in the amount of $7,043, $4,845 and $16,000 at December 31, 1999, 1998 and
1997, respectively.
36
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS -- (Continued)
10. Operating Leases -- (Continued)
Aggregate minimum annual rentals under the operating leases as of December
31, 1999 are as follows:
2000.......................................................... $ 3,276,251
2001.......................................................... 3,135,220
2002.......................................................... 2,736,297
2003.......................................................... 2,520,633
2004.......................................................... 2,076,088
Thereafter.................................................... 1,546,862
-----------
$15,291,351
===========
11. Sales-Type Leases
The Company leases equipment to customers under sales-type leases. The
current portion of the net investment in sales-type leases is included in
current other assets and the long-term portion is included in non-current
other assets. The components of the net investment in sales-type leases as of
December 31, 1999 and December 31, 1998 are as follows:
1999 1998
-------- --------
Minimum rental receivables............................ $418,632 $475,127
Less: unearned interest income........................ (16,086) (14,333)
-------- --------
Net investment in sales-type leases................... $402,546 $460,794
======== ========
Minimum aggregate rental receivables under existing leases as of December
31, 1999 were as follows:
2000.................................................. $272,376
2001.................................................. 130,170
--------
Total............................................... $402,546
========
Under these leases, the Company also leases Company developed software and
is obligated to provide maintenance services.
37
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS -- (Continued)
12. (Loss) Earnings Per Common Share
The following is the computation of basic and diluted earnings per common
share:
For the Years Ended December 31,
--------------------------------------
(Loss) Income Shares Per Share
(Numerator) (Denominator) Amount
-------------- ------------- ---------
1999
Basic............................. $(3,940,028) 9,403,291 $(0.42)
----------- --------- ------
Loss per share of common stock--
diluted ......................... $(3,940,028) 9,403,291 $(0.42)(1)
=========== ========= ======
1998
Basic............................. $ 4,520,832 8,645,076 $ 0.52
Effect of dilutive securities:
Stock options................... -- 75,802 --
Earnout contingency............. -- 159,755 --
----------- --------- ------
Earnings per share of common
stock--diluted................... $ 4,520,832 8,880,633 $ 0.51
=========== ========= ======
1997
Basic............................. $ 1,224,932 4,762,333 $ 0.26
Effect of dilutive securities:
Stock options................... -- 67,098 --
Convertible debt................ 19,375 43,403 --
----------- --------- ------
Earnings per share of common
stock--diluted................... $ 1,244,307 4,872,834 $ 0.26
=========== ========= ======
(1) Since the effects of stock options and earnout contingencies are anti-
dilutive for the twelve months ended December 31, 1999, these effects have not
been included in the calculation of diluted earnings per share ("EPS") for
1999.
13. Mandatorily Redeemable Preferred Stock
Subsequent to the Recapitalization (see Note 3), Access Worldwide had the
authority to issue 1,000,000 shares of preferred stock, $.01 par value per
share.
The first series of preferred stock designated in 1996 by Access Worldwide
is 18,000 shares of non-voting cumulative mandatorily redeemable preferred
stock, $.01 par value ("Series 1996"). The holders of this stock were entitled
to receive dividends in cash, when and as declared by the Board of Directors,
at a rate of $8.00 per share per year payable quarterly commencing on March
31, 1997. Dividends were cumulative on these shares.
The second series of preferred stock designated in 1997 by Access Worldwide
was 18,000 shares of non-voting 8% cumulative mandatorily redeemable preferred
stock, $.01 par value ("Series 1997").
Note 5 describes the conversion of the both series 1996 and 1997 preferred
stock into a new series upon the completion of the Offering of the Company's
common stock.
During 1999, 25,000 shares of the Company's mandatorily redeemable preferred
stock. Series 1998 were redeemed at a price of $100 per share (see Note 9).
38
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS -- (Continued)
14. Stock Option Plan
Effective May 1, 1997, the Company adopted the 1997 Stock Option Plan (the
"Plan") which is administered by the Compensation Committee of the Board of
Directors of the Company. During 1999, the Compensation Committee approved a
resolution to increase the maximum number of shares of common stock available
for award. Under the Plan, the number of available options increased from
800,000 to 1,300,000. The exercise price of each option must equal or exceed
the fair market value of the Company's stock on the date of the grant. An
option's maximum term is 10 years. Vesting terms are determined by the
Compensation Committee at the time of grant. The Plan terminates effective May
1, 2007.
The Company applies APB No. 25 and related Interpretations in accounting for
the Plan. Accordingly, no compensation cost has been recognized for options
granted under the Plan. Had compensation cost been determined based on the
fair value at the grant dates for awards under the Plan consistent with the
method of SFAS No. 123, excluding options with performance conditions, the
Company's net income and earnings per share would have been reduced to the pro
forma amounts of:
Years Ended December 31,
1999 1998 1997
----------- ---------- ----------
Net income
As reported............................. $(3,940,028) $4,520,832 $1,224,932
Pro forma............................... (4,419,691) 3,942,821 1,218,877
Earnings per share
As reported
Basic................................. $ (0.42) $ 0.52 $ 0.26
Diluted(1)............................ $ (0.42) $ 0.51 $ 0.26
Pro forma
Basic................................. $ (0.47) $ 0.46 $ 0.26
Diluted(1)............................ $ (0.47) $ 0.44 $ 0.26
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following assumptions used for
grants in the year ended December 31, 1999: dividend yield of 0%; expected
volatility of 80%; risk-free interest rate at a weighted average of 5.97%;
expected option term of 5 years; and nominal option term of 10 years.
- - --------
(1) Since the effects of stock options and earnout contingencies are anti-
dilutive for the twelve months ended December 31, 1999, these effects
have not been included in the calculation of dilutive earnings per share
("EPS") for 1999.
39
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS -- (Continued)
14. Stock Option Plan -- (Continued)
A summary of the status of the Plan, excluding options with performance
conditions, as of December 31, 1999, 1998 and 1997 and changes during the
years then ended is presented below.
1999 1998 1997
----------------- -------------------- -----------------
Weighted- Weighted- Weighted-
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
------- --------- ------- --------- ------- ---------
Outstanding at beginning
of year................ 763,450 $8.43 185,000 $6.53 -- --
Granted................. 477,000 2.41 597,250(1) 9.00(1) 185,000 $6.53
Forfeited............... 299,200 9.64 18,800(1) 7.70(1) -- --
------- ----- ------- ----- ------- -----
Outstanding at end of
year................... 941,250 $5.09 763,450 $8.43 185,000 $6.53
======= ===== ======= ===== ======= =====
Options exercisable at
year-end............... 192,240 125,640 --
======= ======= =======
Weighted-average fair
value of options
granted during the
year................... $1.65 $6.08 $1.56
(1) Includes 6,100 shares subject to options granted in which the exercise
price was contingent upon the initial public offering that were forfeited
during fiscal 1998.
The following table summarizes information about stock options outstanding
at December 31, 1999:
Options Outstanding Options Exercisable
- - ----------------------------------------------------- -------------------------
Weighted-
Average Weighted Weighted-
Range of Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life Price Exercisable Price
- - ------------- ----------- ----------- -------- ----------- ---------
$ 0.25-$ 7.25 738,500 9.25 years $ 3.51 135,000 $ 5.06
8.00-$ 9.80 57,950 8.83 8.59 10,220 8.25
11.00-$12.00 144,800 8.50 11.74 47,020 11.99
------- -------
$ 0.25-$12.00 941,250 9.10 years $ 5.09 192,240 $ 6.92
======= =======
15. Related Party Transactions
The Company paid consulting fees to a company owned by a stockholder's
brother totaling $216,432 during the year ended December 31, 1997.
For the years ended December 31, 1999, 1998 and 1997, the Company paid
payroll processing fees of $46,509, $359,663 and $215,674, respectively, to an
affiliated company.
During 1998, the Company paid a $750,000 fee to the Investors for their
assistance in effecting the initial public offering of the Company's common
stock, contingent upon the occurrence of the Offering of the Company. This fee
was charged against the proceeds of the Company's Offering (see Note 5).
The Company subleases a portion of its leased office space to a stockholder-
controlled corporation on a month-to-month basis for $52,800 and $13,200 for
the years ended December 31, 1999 and 1998, respectively. Amounts due from the
stockholder-controlled corporation at December 31, 1999 were $26,200.
40
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS -- (Continued)
15. Related Party Transactions -- (Continued)
On September 1, 1999, the Compensation Committee approved a resolution to
move from a voluntary Board of Directors to a compensated Board of Directors.
The Company paid $47,250 in compensation to certain members of the Board of
Directors. Additionally, the Company paid $15,400 in consulting fees to a
member of the Board of Directors for services rendered during 1998.
16. Defined Contribution Plans
The Company has a defined contribution employee benefit plan which covers
substantially all employees of certain subsidiaries. The Company may make
discretionary contributions to the plan. During the years ended December 31,
1999 and 1998, $133,499 and $184,754, respectively, was contributed to the
plan. No contribution was made to the plan for the year ended December 31,
1997.
The Company also sponsors a defined contribution profit sharing plan
covering full-time employees of a specific subsidiary. Contributions are made
at the discretion of the Company. Plan contributions for the years ended
December 31, 1999, 1998 and 1997 totaled $0, $322,862 and $15,826,
respectively.
17. Commitments and Contingencies
Employment Agreements
In connection with certain acquisitions and in the normal course of
business, the Company has entered into employment agreements with management
employees, certain of whom are stockholders of the Company, which expire at
various times through 2004. The employment agreements have terms up to five
years and require annual payments of $2,568,000 with bonus amounts of up to
$418,600 per year.
Contingent Consideration in Business Acquisitions
In connection with certain acquisitions, the Company has entered into
contractual arrangements whereby shares of Company common stock and cash may
be issued to former owners of acquired businesses upon attainment of specified
financial criteria over three to five years as set forth in the respective
agreements. The amount of shares and cash to be issued cannot be fully
determined until the periods expire and the attainment of the criteria is
established. If the criteria are attained, but not exceeded, the amount of
shares which could be issued and cash which could be paid subsequent to
December 31, 1999 under all agreements is 1,000,000 shares and $7,398,000,
respectively. If the targets are exceeded by 10%, the amount of shares which
could be issued and cash which could be paid subsequent to December 31, 1999
under all agreements is 1,066,000 shares and $7,644,000, respectively. The
Company accounts for this additional consideration, when the specified
financial criteria are achieved and is payable, as additional purchase price
for the related acquisition.
18. Fair Value of Financial Instruments
The carrying amount of accounts receivable, other assets, accounts payable,
accrued expenses, capital lease obligations, amount due under line of credit
facility and deferred revenue approximate fair value.
The fair value of the Company's long-term debt is determined by calculating
the present value of expected future cash outlays associated with the debt
instruments. The discount rate used is equivalent to the current rate offered
to the Company for debt of the same maturities at December 31, 1999. The fair
value of the Company's long-term indebtedness approximates the carrying value.
19. Segments
In accordance with SFAS No. 131, Disclosures about Segments of an Enterprise
and Related Information, the Company's reportable segments are strategic
business units that offer different products and services to different
industries throughout the United States.
41
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS -- (Continued)
19. Segments -- (Continued)
The Company's reportable segments are as follows:
-- Pharmaceutical Marketing Service Segment ("Pharmaceutical")--provides
outsourced services to the pharmaceutical industry.
-- Consumer and Business Services Segment ("Consumer")--provides consumer
and multilingual tele-marketing services to the telecommunications and
financial services industries.
--Other Segment--provides quantitative and qualitative research to various
corporations worldwide.
The Pharmaceutical Segment consists of three business units: TMS
Professional Markets Group, Phoenix Marketing Group and AM Medica
Communications Group.
The Company's accounting policies for these segments are the same as those
described in the summary of Significant Accounting Policies, except that
income tax expense is not allocated to each segment. In addition, Access
Worldwide evaluates the performance of its segments and allocates resources
based on gross margin, earnings before interest and taxes ("EBIT") and net
income/loss.
The table below presents information about net income/loss and segments used
by the chief operating decision-maker of Access Worldwide as of and for the
years ended December 31, 1999, 1998 and 1997:
Segment
Pharmaceutical Consumer Other Total Reconciliation Total
-------------- ----------- ---------- ------------ -------------- ------------
1999:
Revenues................ $46,831,543 $31,427,402 $4,265,866 $ 82,524,811 $ (9,697) $ 82,515,114
Gross profit............ 20,668,270 8,895,468 2,099,432 31,663,170 (9,697) 31,653,473
EBIT.................... 5,798,526 (2,731,970) (68,903) 2,997,653 (4,905,459) (1,907,806)
Depreciation expense.... 1,108,252 1,209,840 50,737 2,368,829 42,045 2,410,874
Amortization expense.... 2,684,786 338,565 87,180 3,110,531 -- 3,110,531
Total assets............ 81,162,053 22,590,294 2,281,474 106,033,821 3,490,209 109,524,030
1998:
Revenues................ $39,747,370 $30,032,901 $3,450,953 $ 73,231,224 $ 3,061 $ 73,234,285
Gross profit............ 17,830,837 12,378,692 1,930,382 32,139,911 3,061 32,142,972
EBIT.................... 7,217,351 4,738,536 234,557 12,190,444 (3,210,218) 8,980,226
Depreciation expense.... 678,511 507,838 36,029 1,222,378 25,696 1,248,074
Amortization expense.... 1,308,665 338,743 83,964 1,731,372 -- 1,731,372
Total assets............ 79,479,981 22,203,576 2,586,517 104,270,074 152,142 104,422,216
1997:
Revenues................ $12,348,689 $23,526,859 $ 777,341 $ 36,652,889 $ -- $ 36,652,889
Gross profit............ 5,538,083 8,879,315 422,531 14,839,929 -- 14,839,929
EBIT.................... 1,963,230 4,074,220 27,624 6,065,074 (1,035,316) 5,029,758
Depreciation expense.... 152,479 276,087 -- 428,566 897 429,463
Amortization expense.... 539,401 333,307 27,988 900,696 -- 900,696
Total assets............ 31,674,262 18,808,595 2,183,447 52,666,304 13,815 52,680,119
42
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS -- (Continued)
20. Subsequent Events
Subordinated Promissory Note Due to Former Stockholder
Due to the Events of Default on the Credit Facility, the Company was not
allowed to make any payments on its subordinated promissory notes. Therefore,
on January 2, 2000, February 14, 2000 and April 1, 2000, the Company was
unable to make its scheduled payments of $20,000, $433,333, and $60,000 on its
subordinated promissory notes due to the former stockholders of Cultural
Access Group, TMS and TelAc, respectively. As a result, the interest rate on
the subordinated promissory note due to the former stockholder of TMS
increased to 10% from 6%.
On April 14, 2000, the Company entered into an Amendment Agreement and
Waiver (the "Amendment") to the Credit Facility with the Bank Group. The
Amendment (a) provides that the Bank Group waive the Events of Default and
amend certain provisions of the Credit Facility, including the reestablishment
of financial covenants, (b) limits the revolving credit facility to $17
million, and (c) increases the interest rate on the outstanding Credit
Facility to prime plus 3.0%, (d) allows certain payments to be made by the
Company on its subordinated promissory notes based on amended or original
agreements, (e) requires payment of a monitoring and amendment fee to the Bank
Group equal to approximately 1.0% the sum of (i) the Aggregate Revolving
Committed Amount and (ii) the outstanding principal balance of the Term Loan
on such date. The Amendment expires on July 1, 2001.
The 6.5% subordinated promissory note due to a former stockholder of AM
Medica was amended to allow monthly payments of $150,000 and two payments of
$250,000 in 2000. In addition, the subordinated promissory note as amended,
bears an interest rate of 12% and is due in full on October 1, 2003.
The 6% subordinated promissory note due to former stockholder of TMS was
amended to allow for interest payments at the non-default rate of 6% and a
payment of $433,334 plus accrued interest in excess of the non-default rate of
10% which is due on July 11, 2007.
The remaining subordinated promissory notes will be paid during the year
2000.
43
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosures
There were no reportable events.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information appearing under the caption "Directors and Executive
Officers" in the registrant's definitive proxy statement related to the Annual
Meeting of Stockholders to be held on or about May 30, 2000 is incorporated by
reference.
Item 11. Executive Compensation
The information appearing under the caption "Executive Compensation" in the
registrant's definitive proxy statement relating to the Annual Meeting of
Stockholders to be held on or about May 30, 2000 is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information appearing under the caption "Principal and Management
Stockholders" in the registrant's definitive proxy statement relating to the
Annual Meeting of Stockholders to be held on or about May 30, 2000 is
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
The information appearing under the caption "Certain Transactions" in the
registrant's definitive proxy statement relating to the Annual Meeting of
Stockholders to be held on or about May 30, 2000 is incorporated herein by
reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements.
Page
----
Report of Independent Certified Public Accountants...................... 22
Balance Sheets.......................................................... 23
Statements of Operations................................................ 24
Statements of Changes in Common Stockholders' Equity (Deficit).......... 25
Statements of Cash Flows................................................ 26
Notes to Financial Statements........................................... 27
(a)(2) Schedules.
Schedule II--Valuation and Qualifying Accounts
44
Schedule II: Valuation and Qualifying Accounts
Years Ended December 31, 1999, 1998 and 1997
Balance At Balance At
Beginning Charged to End
Of Period Expense Deductions Of Period
---------- ---------- ----------- ----------
Year ended December 31,
1999:
Allowance for doubtful
accounts................... $184,801 $1,089,365 $(1,161,084) $113,082
Year ended December 31, 1998
Allowance for doubtful
accounts................... 279,935 (28,428) (66,706) 184,801
Year ended December 31, 1997
Allowance for doubtful
accounts................... 182,604 506,202 (408,871) 279,935
All other schedules have been omitted because they are not applicable
or are not required under Regulation S-X.
(3) The exhibits required to be filed as part of this Annual Report on Form
10-K are contained in the attached Index to Exhibits.
45
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby appoint
Michael Dinkins and Richard Lyew as attorneys-in-fact with full power of
substitution, severally, to execute in the name and on behalf of the
Registrant and each such person, individually and in each capacity stated
below, one or more amendments to the annual report which amendments may make
such changes in the report as the attorney-in-fact acting in the premises
deems appropriate and to file any such amendment to the report with the
Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: March 30, 2000
Access Worldwide Communications,
Inc.
By
-----------------------------------
Michael Dinkins, Chairman of the
Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Michael Dinkins Chairman of the Board, March 30, 2000
______________________________________ President and Chief
(Michael Dinkins) Executive Officer and
Director (principal
executive officer)
/s/ Richard A. Lyew Vice President and March 30, 2000
______________________________________ Corporate Controller
(Richard A. Lyew) (principal financial and
accounting officer)
/s/ Peter D. Bewley Director March 30, 2000
______________________________________
(Peter D. Bewley)
/s/ Liam S. Donohue Director March 30, 2000
______________________________________
(Liam S. Donohue)
/s/ Lee H. Edelstein Director March 30, 2000
______________________________________
(Lee H. Edelstein)
/s/ Shawkat Raslan Director March 30, 2000
______________________________________
(Shawkat Raslan)
46
Index to Exhibits
Exhibit
Number Page
------- ----
2(a) Agreement and Plan of Merger, dated as of December 6, 1996, by
and between the Company and TelAc, Inc. (incorporated by
reference to Exhibit 2(a) to the Company's Registration
Statement on Form S-1 (Registration No. 333-38845) filed with
the Commission on October 27, 1997).
2(b) Recapitalization and Investment Agreement, dated December 6,
1996, by and among Telephone Access, Inc., the shareholders of
Telephone Access, Inc., Abbingdon Venture Partners Limited
Partnership ("Abbingdon-I"), Abbingdon Venture Partners Limited
Partnership-II ("Abbingdon-II") and Abbingdon Venture Partners
Limited Partnership-III ("Abbingdon-III") (incorporated by
reference to Exhibit 2(b) to the Company's Registration
Statement on Form S-1 (Registration No. 333-38845) filed with
the Commission on October 27, 1997).
2(c) Agreement of Purchase and Sale, dated as of January 1, 1997, by
and among TeleManagement Services, Inc., Lee H. Edelstein and
TLM Holdings Corp. (incorporated by reference to Exhibit 2(c)
to the Company's Registration Statement on Form S-1
(Registration No. 333-38845) filed with the Commission on
October 27, 1997).
2(d) Agreement of Purchase and Sale, dated as of September 1, 1997,
by and among Hispanic Market Connections, Inc., M. Isabel
Valdes and the Company (incorporated by reference to Exhibit
2(d) to the Company's Registration Statement on Form S-1
(Registration No. 333-38845) filed with the Commission on
October 27, 1997).
2(e) Agreement of Purchase and Sale, dated as of October 1, 1997 by
and among Phoenix Marketing Group, Inc., Douglas Rebak, Joseph
Macaluso and the Company (incorporated by reference to Exhibit
2(e) to the Company's Registration Statement on Form S-1
(Registration No. 333-38845) filed with the Commission on
October 27, 1997).
2(f) Agreement of Purchase and Sale dated as of October 24, 1998, by
and among AM Medica Communications, Ltd., Ann Holmes and the
Company (incorporated by reference to Exhibit 2(a) to the
Company's Current Report on Form 8-K dated October 24, 1998).
3(a) Amended and Restated Certificate of Incorporation of the
Company, as amended to date (incorporated by reference to
Exhibit 3(a) to the Company's Registration Statement on Form S-
1 (Registration No. 333-38845) filed with the Commission on
October 27, 1997).
3(b) By-Laws of the Company (incorporated by reference to Exhibit
3(b) to the Company's Registration Statement on Form S-1
(Registration No. 333-38845) filed with the Commission on
October 27, 1997).
3(c) Certificate of Ownership and Merger of Access Worldwide
Communications, Inc. into the Company (incorporated by
reference to Exhibit 3(c) to the Company's Annual Report on
Form 10-K for year ended December 31, 1998).
4(a) The Company's 1997 Stock Option Plan (incorporated by reference
to Exhibit 4 to the Company's Registration Statement on Form S-
1 (Registration No. 333-38845) filed with the Commission on
October 27, 1997).
4(b) Preferred Stock, Series 1998 Agreement by and between the
Company and Abbingdon-I and Abbingdon-II (incorporated by
reference to Exhibit 4(b) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1998).
10(a) Credit Agreement dated April 9, 1998, by and among the Company,
NationsBank, National Association and the other lenders party
thereto (incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998).
47
Exhibit
Number Page
------- ----
10(b) Credit Agreement dated March 12, 1999 by and among the Company,
certain subsidiaries of the Company as guarantors, NationsBank,
N.A., as lender and agent and the other lenders party thereto
(incorporated by reference to Exhibit 10(b) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1998).
10(c) 6% Convertible Subordinated Promissory Note of the Company,
dated October 17, 1997, payable to the order of Phoenix
Marketing Group, Inc. (incorporated by reference to Exhibit
10(i) to the Company's Registration Statement on Form S-1
(Registration No. 333-38845) filed with the Commission on
October 27, 1997).
10(d) 6% Redeemable Subordinated Promissory Note of the Company,
dated October 17, 1997, payable to the order of Phoenix
Marketing Group, Inc. (incorporated by reference to
Exhibit 10(j) to the Company's Registration Statement on Form
S-1 (Registration No. 333-38845) filed with the Commission on
October 27, 1997).
10(e) Stock Purchase Agreement, dated December 6, 1996, by and
between the Company and John E. Jordan (incorporated by
reference to Exhibit 10(k) to the Company's Registration
Statement on Form S-1 (Registration No. 333-38845) filed with
the Commission on October 27, 1997).
10(f) Stock Purchase Agreement, dated January 15, 1997, between TLM
Holdings Corp. and Lee H. Edelstein (incorporated by reference
to Exhibit 10(l) to the Company's Registration Statement on
Form S-1 (Registration No. 333-38845) filed with the Commission
on October 27, 1997).
10(g) Stock Purchase Agreement, dated April 1, 1997, by and between
the Company and John Fitzgerald (incorporated by reference to
Exhibit 10(m) to the Company's Registration Statement on Form
S-1 (Registration No. 333-38845) filed with the Commission on
October 27, 1997).
10(h) Employment Agreement dated December 6, 1996, by and between the
Company and John E. Jordan (incorporated by reference to
Exhibit 10(n) to the Company's Registration Statement on Form
S-1 (Registration No. 333-38845) filed with the Commission on
October 27, 1997).
10(i) Employment Agreement, dated January 15, 1997, by and between
TLM Holdings Corp. and Lee Edelstein (incorporated by reference
to Exhibit 10(o) to the Company's Registration Statement on
Form S-1 (Registration No. 333-38845) filed with the Commission
on October 27, 1997).
10(j) Employment Letter Agreement, dated April 1, 1997, by and
between the Company and John Fitzgerald (incorporated by
reference to Exhibit 10(p) to the Company's Registration
Statement on Form S-1 (Registration No. 333-38845) filed with
the Commission on October 27, 1997).
10(k) Employment Agreement, dated August 1, 1997, by and between the
Company and Michael Dinkins (incorporated by reference to
Exhibit 10(q) to the Company's Registration Statement on Form
S-1 (Registration No. 333-38845) filed with the Commission on
October 27, 1997).
10(l) Employment Agreement, dated October 17, 1997, by and between
the Company and Douglas Rebak (incorporated by reference to
Exhibit 10(r) to the Company's Registration Statement on Form
S-1 (Registration No. 333-38845) filed with the Commission on
October 27, 1997).
10(m) Agreement, effective January 1, 1997, by and between the
Company and Sprint/United Management Company, together with
contract orders related thereto (incorporated by reference to
Exhibit 10(s) to the Company's Registration Statement on Form
S-1 (Registration No. 333-38845) filed with the Commission on
October 27, 1997).
48
Exhibit
Number Page
------- ----
10(n) Database Licensee Agreement for the AMA Physician Professional
Data, effective January 1, 1996, between the Company and the
American Medical Association (incorporated by reference to
Exhibit 10(t) to the Company's Registration Statement on Form
S-1 (Registration No. 333-38845) filed with the Commission on
October 27, 1997).
10(o) 6.5% Subordinated Promissory Note of the Company dated October
24, 1998, payable to the order of Ann Holmes (incorporated by
reference to Exhibit 2(b) to the Company's Current Report on
Form 8-K dated October 24, 1998).
10(p) Employment Agreement dated October 24, 1998 by and between the
Company and Ann Holmes (incorporated by reference to Exhibit 10
to the Company's Current Report on Form 8-K dated October 24,
1998).
10(q) Employment Agreement dated January 15, 1997 by and between TLM
Acquisition Corp. (a subsidiary of the Company) and Mary
Sanchez (incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998).
10(r) Employment Agreement dated September 24, 1997 by and between
the Company and M. Isabel Valdes (incorporated by reference to
Exhibit 10(r) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998).
10(s) Employment Agreement between the Company and Michael Dinkins
(incorporated by reference to Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1999).
10(t) Severance Arrangement/Closing Inducement between the Company
and Richard Lyew (incorporated by reference to Exhibit 10.4 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999).
10(u) Severance Arrangement/Closing Inducement between the Company
and Jack Hamerski (incorporated by reference to Exhibit 10.5 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999).
10(v) Severance Arrangement/Closing Inducement between the Company
and Mary Sanchez (incorporated by reference to Exhibit 10.6 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999).
10(w) Severance Arrangement/Closing Inducement between the Company
and Andrea Greenan (incorporated by reference to Exhibit 10.7
to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999).
10(x) Amendment Agreement and Waiver to Credit Agreement dated April
14, 2000 by and among the Company, certain subsidiaries of the
Company as guarantors, Bank of America, N.A., successor to
NationsBank, N.A., as lender and agent and the other lenders
party.
10(y) Consultant Agreement dated April 14, 2000 between the Company
and Ann Holmes.
10(z) Amendment to Subordinated Promissory Notes of the Company dated
April 14, 2000, payable to the order of Ann Holmes.
10(aa) Amendment to Note Subordination Agreement dated April 14, 2000
between the Company and Ann Holmes.
10(bb) Amendment to Contingent Subordination Agreement dated April 14,
2000 between the Company and Ann Holmes.
10(cc) Amendment to Agreement of Purchase and Sale dated April 14,
2000, by and among AM Medica Comunications, Ltd., Ann Holmes
and the Company.
49
Exhibit
Number Page
------- ----
10(dd) Amendment to Subordinated Security Agreement dated April 14,
2000 between the Company and Ann Holmes.
10(ee) Amendment to Subordinated Promissory note of the Company dated
April 14, 2000, payable to the order of Lee Edelstein.
10(ff) Amendment to Agreement of Purchase and Sale dated April 14,
2000, by and among TeleManagement Services, Inc., Lee Edelstein
and the Company.
21 Subsidiaries of the Company (incorporated by reference to
Exhibit 21 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1998).
24 Powers of Attorney (see Power of Attorney in Form 10-K).
27 Financial Data Schedules.
50