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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from to
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For the fiscal year ended March 31, 1999
Commission File Number 0-13627
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CTC COMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2731202
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
220 Bear Hill Road
Waltham, Massachusetts
(Address of principal executive offices) 02451
---------------------------------------- (Zip Code)
(781) 466-8080
(Registrant's telephone number, including area code)
_____________
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
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None None
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class: Common Stock ($.01 Par Value)
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Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:
Yes [X] No [_] .
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 the registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ].
The aggregate market value of the registrant's voting stock held by non-
affiliates was approximately $123,426,268 on June 10, 1999, based on the
closing sales price of the registrant's common stock as reported on the Nasdaq
National Market as of such date.
On June 10, 1999, 10,376,974 shares of the Registrant's Common Stock, $.01
par value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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PART I
ITEM 1. BUSINESS
Overview
We are a rapidly growing integrated communications provider with 15 years
of telecommunications marketing, sales and service experience. We offer voice
and data services to predominantly medium and large-sized business customers who
seek greater telecommunications transmission capacity, integrated
telecommunications solutions and improved levels of service. We have a large,
experienced sales force consisting of 163 sales people supported by 95 network
consultants. These employees are located close to our customers in 25 sales
branches primarily in New England and New York State. We are currently moving to
a facilities-based platform by deploying a state-of-the-art, all packet-switched
network. Our network is based on an advanced transmission protocol used on the
internet and asynchronous transfer mode, or ATM, architecture, which is used
for transmitting data, voice, and video signals over virtual circuits. In May
1999, we began testing of our network with some of our customers. By late
summer, we expect to begin providing, and billing for, commercial service to a
limited number of customers on our network.
We became an integrated communications provider in January 1998. Prior to
that, we were the largest independent sales agent for NYNEX Corp. (now Bell
Atlantic), based on agency revenues. At the end of 1997, before leaving the Bell
Atlantic agency program, we were managing relationships for approximately 7,000
customers, representing over 280,000 local access lines and over $200 million in
annual local telecommunications spending. As of March 31, 1999, after only 15
months as an integrated communications provider, we were serving over 9,000
customers and had over 142,000 access lines and equivalent circuits in service.
Our Services
We offer the following services:
Local Telephone Services. We offer connections between customers'
telecommunications equipment and the local telephone network, which we currently
lease from incumbent local exchange carriers. For large customers or customers
with specific requirements, we integrate customer-owned private branch exchange,
or PBX, systems with analog or digital trunks. We also provide all associated
call processing features as well as dedicated private lines for both voice and
data applications.
Long Distance Telephone Services. We offer a full range of domestic (interLATA
and intraLATA) and international long distance services, including "1+"
outbound calling, inbound toll free service, standard and customized calling
plans. We also offer related services such as calling cards, operator assistance
and conference calling.
High Speed Data Services. We offer a wide array of dedicated and switched high
speed digital data services. Dedicated services include digital data services,
such as DS-1 and DS-3, and Fiber Distributed Data Interface products. Switched
or virtual digital services include integrated services digital network, or
ISDN, frame relay and ATM products.
Internet Services. We offer dedicated high speed internet access and services
via digital data services, frame relay, and high speed digital transmission
links such as T-1 and T-3. In addition, we offer switched digital access to the
internet via ISDN. We provide the necessary communications hardware,
configuration support and other support services on a 24-hour, 7-day a week
basis.
Wholesale Services to Internet Service Providers. We provide a full array of
local services to internet service providers, or ISPs, including telephone
numbers and switched and dedicated access to the internet.
Future Service Offerings. Following deployment of the network, we may offer
the following additional services: web hosting, e-commerce, data security and
storage, applications services, systems integration, consulting and network
monitoring services, customized virtual private networks and other data, voice
and enhanced network products.
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Our Integrated Communications Network
We began deploying the first phase of our state-of-the-art, packet-switched
network in January 1999. We believe our network will enable us to improve
margins, enhance network and service quality and broaden our range of product
offerings. The network is an advanced network, using Cisco BPX(R) and MGX/TM/
switches. Our network will deliver enhanced access services such as traditional
dedicated services, frame relay, internet protocol, video and circuit emulation
transport services. We believe that our network will ultimately enable us to
deliver voice and data services across a single multi-service dedicated
connection. We also expect our network to lower customers' overall
telecommunications costs and stimulate demand for new high capacity services.
The first phase of our network includes 22 Cisco advanced data switches and
two network operation centers. Our primary network operations center is located
in Waltham, Massachusetts technology center. Our fully redundant, back-up
network operations center is located in Springfield, Massachusetts. We are
interconnecting our facilities with leased transmission capacity over fiber
optic cable strands from Level 3 and NorthEast Optic Network. Initially, we have
obtained high capacity OC-3 circuits between our switches providing multiple,
redundant connections. The initial transmission infrastructure will consist of
fiber optic rings with automatic re-routing in either direction covering the
southern, western and eastern New England regions. This SONET technology permits
full circuit redundancy and route diversity. The network will also allow us to
take advantage of available technology such as dense wave digital multiplexing,
or DWDM, to meet increasing customer demands for reliable, large capacity
voice, data and video connectivity. We have also arranged to co-locate our
switching hubs in Level 3 and NorthEast Optic Network facilities along selected
fiber routes.
We intend to access customer locations from our network through our
PowerPath/SM / services. These will include a variety of high capacity, or
broadband, technologies, including leased T-1s, DSL service, wireless
technologies and fiber optic facilities, as available. Initially, we will offer
dedicated long distance and data services over our network. We believe that
these services represent over 50% of our target customers' fixed line
telecommunications spending. The balance represents local dial tone services
which we currently obtain from other carriers. We plan to incorporate local dial
tone service into our packet-switching architecture as that technology matures.
Our network strategy to incorporate local dial tone functionality at a
later stage will allow us to simplify the transitioning of existing customers
on-net because a disconnection from the incumbent local exchange carrier and
reconnection to our network will not be required. To transition our customers
on-net, we will simply be required to reprogram our customer's PBX and/or wide
area network routers to direct long distance and data traffic to our network.
This strategy will also allow our customers to retain their existing phone
numbers as well as have the built-in redundancy of the separate physical
connection to the incumbent local exchange carrier. At a later stage, using
telephone number portability which we expect to be available throughout our
territory, we will be able to more easily transition our customers' local dial
tone service onto our network.
The network will include the following data services: point-to-point
private line, frame relay, ATM, internet access, virtual private network
services for on-net data traffic and network-to-network interface points to
other data carrier networks and internet service providers. The network will
initially include the following voice services: dedicated long distance and
corporate intranet services. We expect that the network will handle the full
range of voice services when we integrate local dial tone capabilities into our
network.
Sales and Customer Care
We market telecommunications services by developing long-term business
relationships with our customers and offering them comprehensive management of
their telecommunications requirements. Each of our customers is assigned a local
dedicated team consisting of a sales executive and a network consultant. This
team provides a single point of contact for our customer's needs. This team
works together with the customer to design, implement and maintain an integrated
telecommunications solution. This team also reviews and updates the customer's
services on a regular basis. We believe that providing localized, high quality
customer care promotes continued sales of new services and reduces customer
churn.
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Sales and Service Infrastructure. Our branches are currently staffed with over
300 individuals, representing approximately 80% of our employees. As of June 2,
1999, there were 163 sales executives, 95 network consultants, 26
branch/regional managers and 16 service managers located in 25 sales branches
serving markets in Connecticut, Maine, Maryland, Massachusetts, New Hampshire,
New York, Rhode Island and Vermont.
Customer Sales and Service Model. At their first meeting with a prospective
customer, our sales executives analyze the customer's current telecommunications
usage and costs. Sales executives then outline the range of services and
potential savings we offer and make recommendations to optimize the customer's
current network. Sales executives also discuss the benefits of our comprehensive
customer care program and develop account telemanagement plans designed to
balance network expense and utility. Sales executives and network consultants
continue to review the customer's telecommunications usage and requirements and
update the customer's suite of services and network design. We believe the
relationship-intensive approach of assigning sales executives and network
consultants to each customer account results in high customer satisfaction and
retention rates.
Our sales executives regularly participate in training programs on subjects
such as solution-oriented sales, comprehensive customer care, network design and
other technical features of our services. We seek to motivate and retain our
sales executives through extensive training and a commission structure that
supports our relationship oriented sales and service policies.
Customer Care. Our network consultants are trained in our service offerings
and are responsible for customer care. Network consultants are located in each
of our sales branches and are assigned directly to individual customer accounts
in direct support of the sales executives. Our localized, multi-step customer
care process provides an ongoing and comprehensive service program to our
customers. This process ranges from long-term consultative planning to day-to-
day handling of service issues.
Our customer care program is designed to provide prompt action in response
to customer inquiries and complaints. The local sales branches are staffed 11
hours a day, 5 days a week. At other times, incoming calls automatically roll
over to a central customer care center which is staffed 24 hours a day, 7 days a
week. We believe that our network consultants are motivated to provide the
highest level of customer care because a significant portion of their
compensation is based on customer retention and satisfaction.
Our Information Systems
Our information systems include five central applications which fully
integrate our sales and account management, customer care, provisioning, billing
and financial processes. Automation of each of these processes is designed for
high transaction volumes, accurate throughput, timely installation, accurate
billing feeds and quality customer service. Data entered in one application is
generally exported into all other applications. Each branch office is served by
a LAN connected via frame relay to the central processor. Our employees have
online access to our information systems from their branch desktops or docking
stations.
We also have an electronic interface to most of our major suppliers. When a
sales executive places an order for one of these suppliers, our information
systems electronically direct it to the appropriate supplier and monitors any
delays in provisioning the order. Once the order is provisioned, our information
systems automatically remove it from the in-process order file, update the
customer's service inventory and network configuration, initiate billing, post
the sales executive's commission and update our financial reports.
Our information systems include the following applications:
Account and Sales Management. Our account management application is the hub of
our information systems. It stores all of our customer-related information, such
as location detail, contact information, transaction history and account
profile. Our account management application also automatically exports data to
our customized sales application. Our sales application is a fully-integrated
database that provides sales personnel with access to
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information for pricing services, customized sales proposals, customer
correspondence, sales performance, referencing methods and procedures, service
descriptions, competitive information and historical profiles of our current and
prospective customers. These historical profiles include details of installed
services, recent transactions and billing history. Our sales system can be used
both on-and off-line. All entries made while off-line are automatically updated
to the central processor and all relevant data is simultaneously exported to the
other central applications each time a salesperson connects to the network.
Customer Care. Our network consultants use our account care application to
review installed services, make additions, changes and deletions to accounts,
initiate and track repair and service work and review past billing for any
customer. This closed loop application provides automatic follow up and records
all transactions in a customer history file. Service orders and repair requests
input in our account care application are automatically exported into our
provisioning application.
Provisioning. We generally direct customer orders through our provisioning
application electronically to our major suppliers. We track these orders through
our account care application from initiation through completion. If any delay in
provisioning occurs, the proactive nature of this application alerts the sales
executive or network consultants who can take corrective action and notify the
customer of the delay. Once the order has been filled the information is
automatically fed to our billing application.
Billing and Customer Interface. Our billing application allows us to provide
our customers a single bill for all the services we provide. Our billing
application also allows the customer to review historic bill detail, perform
customized usage analyses and download information directly to their own
accounting applications. Using a secure Web-based application called
IntelliVIEW, our customers have near real-time online access to our billing
application. Using IntelliVIEW, our customers are able to review and analyze
their bills and related information. Customer billing statements are also
available on CD ROM, diskette or paper. Paper statements generated by our
billing application offer our customers different telemanagement formats.
Financial. Data from our billing application is automatically exported to our
financial application. Our financial application tracks and prepares reports on
sales activity, commissions, branch operations, branch profitability and cash
flows. The financial application also compiles this data for our periodic
financial reports. In addition, this application provides internal controls for
revenue tracking and costing. The integrated nature of our information systems
allows us to operate each branch as a separate profit and loss center.
We are actively upgrading our information systems to a three-tiered
client/server architecture in order to support our network. We have selected
Oracle's relational database for the first tier, which is our data repository
and warehouse. We will vertically integrate our second tier business
applications described above with the data repository using a messaging product
from TIBCO Corporation. Third tier users, such as customers, vendors, partners
and internal users, will access the second tier business applications using
either UNIX, Windows 95 or standard browsers. We expect that this three-tiered
architecture will allow us to grow and expand our business, replace and upgrade
business applications without impacting other applications and provide us with
reliable data.
Competition
We operate in a highly competitive environment. We have no significant
market share in any market in which we operate. We will face substantial and
growing competition from a variety of data transport, data networking and
telephony service providers. We will face competition for the provision of
integrated telecommunications services as well for the individual service
components that comprise our integrated services. Many of these competitors are
larger and better capitalized than we are. Also, many of our competitors are
incumbent providers, with long standing relationships with their customers and
greater name recognition.
Bell Atlantic is a competitor for local and data services, and, we expect
based on regulatory developments, eventually will be a competitor for long
distance services as well. Major competitors in our markets for the provision of
integrated telecommunications solutions include WinStar Communications, Inc. and
Teligent, Inc. Network Plus is a competitor in our market for the provision of
long distance and, to some extent, local services. Competitors for our data
services also include AT&T Local (Teleport) and MCI Worldcom (Brooks Fiber and
MFS). Our competitors for long distance services include all the major long
distance carriers such as AT&T, MCI Worldcom and Sprint.
5
In addition, the continuing trend toward business combinations and
alliances in the telecommunications industry may create significant new
competitors. Examples of some of these alliances include: Bell Atlantic's
proposed acquisition of GTE, SBC's proposed merger with Ameritech, AT&T's
acquisition of TCI and proposed acquisition of Media One, US West's proposed
merger with Global Crossing, Global Crossing's proposed acquisition of Frontier
Corp. and SBC's acquisition of SNET. Many of these combined entities have or
will have resources far greater than ours. These combined entities may provide a
bundled package of telecommunications products that is in direct competition
with our products. These combined entities may be capable of offering these
products sooner and at more competitive rates than we can.
Competition for Provision of Integrated Telecommunications Services. The
number of competitors able to provide integrated telecommunications services has
increased because of the current regulatory trend toward fostering competition
and the continued consolidation of telecommunications service providers. Many
facilities-based integrated communications providers and long distance carriers
have committed substantial resources to building their own networks or to
purchasing carriers with complementary facilities. Through these strategies, a
facilities-based provider can offer single source local, long distance and data
services similar to those that we will offer. The alternative strategies
available to these competitors may provide them with greater flexibility and a
lower cost structure.
Once the Regional Bell Operating Companies, or RBOCs, are allowed to offer
in-region long distance services under the terms of Section 271 of the
Telecommunications Act, they will be in a position to offer local and long
distance services similar to the services we offer. No RBOC is currently
permitted to provide inter-LATA services for calls originating in their region.
We cannot assure you that this will continue to be the case. The FCC must
approve RBOC provision of in-region interLATA long distance services and can
only do so upon finding that the RBOC has complied with the 14-point checklist
outlined in Section 271 of the Telecommunications Act. This 14-point checklist
is designed to ensure that RBOC competitors have the ability to provide local
telephone services in competition with the RBOC. The FCC has not yet found that
any RBOC has complied with the 14-point checklist.
Although the Telecommunications Act and other federal and state regulatory
initiatives will provide us with new business opportunities, as competition
increases regulators are likely to provide the incumbent local exchange carriers
with more pricing flexibility. Our revenues may be adversely affected if the
incumbent local exchange carriers elect to lower their rates and sustain these
lower rates over time. We believe that we may be able to offset the effect of
lower rates by offering new services to our target customers, but we cannot
assure you that this will occur. In addition, if future regulatory decisions
give incumbent local exchange carriers increased pricing flexibility or other
regulatory relief, such decisions could have a material adverse effect on our
business.
Competition for Provision of Local Exchange Services. In the local exchange
market, incumbent local exchange carriers, including RBOCs, continue to hold
near-monopoly positions. We also face competition or prospective competition
from one or more integrated communications providers, and from other competitive
providers, including non-facilities-based providers. Many of these competitors
are larger and better capitalized than we are. Some carriers have entered into
interconnection agreements with incumbent local exchange carriers and either
have begun, or in the near future likely will begin, offering local exchange
service in each of our markets. Further, as of February 8, 1999, the largest
long distance carriers were permitted to bundle local and long distance
services. This removes one of our competitive advantages. Other entities that
currently offer or are potentially capable of offering switched services include
cable television companies, electric utilities, other long distance carriers,
microwave carriers, and large customers who build private networks.
Wireless telephone system operators are also competitors in the provision
of local services. Cellular, personal communications service, and other
commercial mobile radio services providers may offer wireless services to fixed
locations, rather than just to mobile customers. This ability to provide fixed
as well as mobile services will enable wireless providers to offer wireless
local loop service and other services to fixed locations (e.g., office and
apartment buildings) in direct competition with us and other providers of
traditional fixed telephone service. In addition, the FCC recently auctioned
substantial blocks of spectrum for fixed use including local exchange services.
We expect exploitation of this spectrum to increase competition in the local
market.
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The World Trade Organization recently concluded an agreement that could
result in additional competitors entering the U.S. local and long-distance
markets. Under the WTO agreement, the United States committed to open
telecommunications markets to foreign-owned carriers. The FCC has adopted
streamlined procedures for processing market entry applications from foreign
carriers, making it easier for such carriers to compete in the U.S. We cannot
predict whether foreign-owned carriers will enter our markets as a result of the
WTO agreement.
Competition for Provision of Long Distance Services. The long distance market
is significantly more competitive than the local exchange market. In the long
distance market numerous entities compete for the same customers. In addition,
customers frequently change long distance providers in response to lower rates
or promotional incentives by competitors. This results in a high average rate of
customer loss, or churn, in the long distance market. Prices in the long
distance market have declined significantly in recent years and are expected to
continue to decline. Competition in this market will further increase once RBOCs
are permitted to offer interLATA long distance services.
Data and Internet Services. The market for high speed data services and access
to the internet is highly competitive. We expect competition in this market to
continue to intensify. Our competitors in this market will include internet
service providers and other telecommunications companies, including large
interexchange carriers and RBOCs. Many of these competitors have greater
financial, technological and marketing resources than those available to us.
Recently, various RBOCs have filed petitions with the FCC requesting regulatory
relief in connection with the provision of their own data services, including
DSL services. In response to these petitions, the FCC issued a decision that
data services generally are telecommunications services that, when provided by
incumbent local exchange carriers, are subject to the unbundling, resale, and
other independent local exchange carrier obligations prescribed in Section 251
of the Telecommunications Act. Petitions have been filed with the FCC asking
them to reconsider this decision. The FCC also has initiated a proceeding to
determine whether independent local exchange carriers will be able to escape
their Section 251 obligations by providing data services through "truly"
separate affiliates, whether the FCC will require incumbent local exchange
carriers to unbundle their DSL equipment and resell DSL services, and whether
the FCC will grant RBOCs interLATA relief for the provision of data services. We
cannot predict the effect that this proceeding will have on our ability to
obtain facilities and services from incumbent local exchange carriers and on the
competition that we will face from incumbent local exchange carriers in the data
services market.
Government Regulation
The local and long distance telephony services and, to a lesser extent, the
data services we provide are regulated by federal, state, and, to some extent,
local government authorities. The FCC has jurisdiction over all
telecommunications common carriers to the extent they provide interstate or
international communications services. Each state regulatory commission has
jurisdiction over the same carriers with respect to the provision of intrastate
communications services. Local governments sometimes impose franchise or
licensing requirements on telecommunications carriers and regulate construction
activities involving public rights-of-way. Changes to the regulations imposed by
any of these regulators could have a material adverse effect on our business,
operating results and financial condition.
In recent years, the regulation of the telecommunications industry has been
in a state of flux as the United States Congress and various state legislatures
have passed laws seeking to foster greater competition in telecommunications
markets. The FCC and state utility commissions have adopted many new rules to
implement this legislation and encourage competition. These changes, which are
still incomplete, have created new opportunities and challenges for us and our
competitors. The following summary of regulatory developments and legislation is
not intended to describe all present and proposed federal, state and local
regulations and legislation affecting the telecommunications industry. Some of
these and other existing federal and state regulations are the subject of
judicial proceedings, legislative hearings and administrative proposals which
could change, in varying degree, the manner in which this industry operates. We
cannot predict the outcome of these proceedings, or their impact on the
telecommunications industry at this time.
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Federal Regulation
We are currently not subject to price cap or rate of return regulation at
the federal level and are not currently required to obtain FCC authorization for
the installation, acquisition or operation of our domestic interexchange network
facilities. However, we must comply with the requirements of common carriage
under the Communications Act. We are subject to the general requirement that our
charges and terms for our telecommunications services be "just and reasonable"
and that we not make any "unjust or unreasonable discrimination" in our
charges or terms. The FCC has jurisdiction to act upon complaints against any
common carrier for failure to comply with its statutory obligations.
Comprehensive amendments to the Communications Act were made by the
Telecommunications Act, which was signed into law on February 8, 1996. The
Telecommunications Act effected changes in regulation at both the federal and
state levels that affect virtually every segment of the telecommunications
industry. The stated purpose of the Telecommunications Act is to promote
competition in all areas of telecommunications. While it may take years for the
industry to feel the full impact of the Telecommunications Act, it is already
clear that the legislation provides us with new opportunities and challenges.
The Telecommunications Act greatly expands the interconnection requirements
on the incumbent local exchange carriers. The Telecommunications Act requires
the incumbent local exchange carriers to:
. provide physical collocation, which allows companies such as us and other
competitive local exchange carriers to install and maintain their own
network termination equipment in incumbent local exchange carrier central
offices, and virtual collocation only if requested or if physical
collocation is demonstrated to be technically infeasible;
. unbundle components of their local service networks so that other
providers of local service can compete for a wide range of local services
customers; and
. establish "wholesale" rates for their services to promote resale by
competitive local exchange carriers.
. In addition, all local exchange carriers must:
. establish number portability, which will allow a customer to retain its
existing phone number if it switches from the local exchange carrier to a
competitive local service provider;
. provide nondiscriminatory access to telephone poles, ducts, conduits and
rights-of-way.
. compensate other local exchange carriers on a reciprocal basis for traffic
originated on one local exchange carrier and terminated on the other local
exchange carrier.
The FCC is charged with establishing national guidelines to implement
certain portions of the Telecommunications Act. The FCC issued its
interconnection order on August 8, 1996. On July 18, 1997, however, the United
States Court of Appeals for the Eighth Circuit issued a decision vacating the
FCC's pricing rules, as well as certain other portions of the FCC's
interconnection rules, on the grounds that the FCC had improperly intruded into
matters reserved for state jurisdiction. On January 25, 1999, the Supreme Court
largely reversed the Eighth Circuit's order, holding that the FCC has general
jurisdiction to implement the local competition provisions of the
Telecommunications Act. In so doing, the Supreme Court stated that the FCC has
authority to set pricing guidelines for unbundled network elements, to prevent
incumbent local exchange carriers from disaggregating existing combinations of
network elements, and to establish "pick and choose" rules regarding
interconnection agreements. "Pick and choose" rules would permit a carrier
seeking interconnection to "pick and choose" among the terms of service from
other interconnection agreements between the incumbent local exchange carriers
and other competitive local exchange carriers. This action reestablishes the
validity of many of the FCC rules vacated by the Eighth Circuit. Although the
Supreme Court affirmed the FCC's authority to develop pricing guidelines, the
Supreme Court did not evaluate the specific pricing methodology adopted by the
FCC and has remanded the case to the Eighth Circuit for further consideration.
Thus, while the Supreme Court resolved many issues, including the FCC's
jurisdictional
8
authority, other issues remain subject to further consideration by the courts
and the FCC. We cannot predict the ultimate disposition of those matters. We
also cannot predict the possible impact of this decision on existing
interconnection agreements between incumbent local exchange carriers and
competitive local exchange carriers or on agreements that may be negotiated in
the future.
Although most of the FCC rules that the Supreme Court was considering were
upheld, the Court vacated the FCC's rule that identifies the unbundled network
elements that incumbent local exchange carriers must provide to competitive
local exchange carriers. The FCC recently initiated a new proceeding to
reexamine whether it will identify which unbundled network elements incumbent
local exchange carriers must provide, and, if so, how to identify those
elements. It is unclear how the FCC will decide this issue or the effect that
the FCC's decision will have on our business or operations.
The FCC recently adopted new rules designed to make it easier and less
expensive for competitive local exchange carriers to obtain collocation at
incumbent local exchange carrier central offices by, among other things,
restricting the incumbent local exchange carriers' ability to prevent certain
types of equipment from being collocated and requiring incumbent local exchange
carriers to offer alternative collocation arrangements to competitive local
exchange carriers. The FCC also initiated a new proceeding to address line
sharing, which, if implemented, would allow competitive local exchange carriers
to offer data services over the same line that a consumer uses for voice
services without the competitive local exchange carrier having to provide the
voice service. While we expect that the FCC's new collocation rules will be
beneficial to us, we cannot be certain that these new rules will be implemented
in a favorable manner. Moreover, incumbent local exchange carriers or other
parties may ask the FCC to reconsider some or all of its new collocation rules,
or may appeal these rules in federal court. We cannot predict the outcome of
these actions or the effect they may have on our business.
Under the Communications Act, incumbent local exchange carriers have an
obligation to negotiate with us in good faith to enter into interconnection
agreements. We will need interconnection agreements to provide enhanced
connectivity to our network and to provide local dial tone services. If we
cannot reach agreement, either side may petition the applicable state commission
to arbitrate remaining disagreements. These arbitration proceedings can last up
to 9 months. Moreover, state commission approval of any interconnection
agreement resulting from negotiation or arbitration is required, and any party
may appeal an adverse decision by the state commission to federal district
court. The potential cost in resources and delay from this process could harm
our ability to compete in certain markets, and there is no guarantee that a
state commission would resolve disputes, including pricing disputes in our
favor. Moreover, as explained above, the FCC rules governing pricing standards
for access to the networks of the traditional telephone companies are currently
being challenged in federal court. If the courts overturn the FCC's pricing
rules, the FCC may adopt a new pricing methodology that would require us to pay
a higher price to traditional telephone companies for interconnection. This
could have a detrimental effect on our business.
The Telecommunications Act permits RBOCs to provide long distance services
outside their local service regions immediately, and will permit them to provide
in-region long distance service upon demonstrating to the FCC and state
regulatory agencies that they have adhered to the Telecommunication Act's
14-point competitive checklist. Some RBOCs have filed applications with various
state public utility commissions and the FCC seeking approval to offer in-region
interLATA service. Some states have denied these applications while others have
approved them. However, to date, the FCC has denied each of the RBOC's
applications brought before it because it found that the RBOC had not
sufficiently made its local network available to competitors. We anticipate that
a number of RBOCs will file additional applications in 1999.
In May 1997, the FCC released an order establishing a significantly
expanded universal service regime to subsidize the cost of telecommunications
service to high cost areas, as well as to low-income customers and qualifying
schools, libraries, and rural health care providers. Providers of interstate
telecommunications services, like us, as well as certain other entities, must
pay for these programs. We are also eligible to receive funding from these
programs if we meet certain requirements, but we are not currently planning to
do so. Our share of the payments into these subsidy funds will be based on our
share of certain defined telecommunications end-user revenues. Currently, the
FCC is assessing such payments on the basis of a provider's revenue for the
previous year. Various states are also in the process of implementing their own
universal service programs. We are currently unable to quantify the amount of
subsidy payments that we will be required to make and the effect that these
required payments will have on our financial condition. Moreover, the FCC's
universal service rules remain subject to judicial appeal and further FCC
review. Additional changes to the universal service program could increase our
costs.
9
On November 1, 1996, the FCC issued an order that required nondominant
interexchange carriers, like us, to cease filing tariffs for our domestic
interexchange services. The order required mandatory detariffing and gave
carriers nine months to withdraw federal tariffs and move to contractual
relationships with their customers. This order subsequently was stayed by a
federal appeals court, and it is unclear at this time whether the detariffing
order will be implemented. In June 1997, the FCC issued another order stating
that non-dominant local exchange carriers, like us, could withdraw their tariffs
for interstate access services provided to long distance carriers. The FCC
continues to require that carriers obtain authority to provide service between
the United States and foreign points and file tariffs for international service.
If the FCC's orders become effective, nondominant interstate services providers
will no longer be able to rely on the filing of tariffs with the FCC as a means
of providing notice to customers of prices, terms and conditions under which
they offer their interstate services. If we cancel our FCC tariffs as a result
of the FCC's orders, we will need to implement replacement contracts which could
result in substantial administrative expenses.
In March 1999, the FCC adopted further rules that, while still maintaining
mandatory detariffing, nonetheless require long distance carriers to make
specific public disclosures on the carriers' Internet websites of their rates,
terms and conditions for domestic interstate services. The effective date for
these rules is also delayed until a court decision on the appeal of the FCC's
detariffing order.
Recently, the FCC has determined that both dedicated access and dial-up
calls from a customer to an internet service provider, or ISP, are interstate,
not local, calls, and, therefore, are subject to the FCC's jurisdiction. The FCC
has initiated a proceeding to determine the effect that this regulatory
classification will have on the obligation of a local exchange carrier to pay
reciprocal compensation for dial-up calls to internet service providers that
originate on one local exchange carrier network and terminate on another local
exchange carrier network. Moreover, several states are considering this issue,
and one state has held that local exchange carriers do not need to pay
reciprocal compensation for calls terminating at internet service providers. In
addition, one RBOC has petitioned the FCC for a ruling that telephone-to-
telephone calls made over the internet are subject to regulation as a
telecommunications service under the Communications Act. Although the FCC has
suggested that such internet-based telephone-to-telephone calls may be
considered a telecommunications service, it has not reached a final decision on
that issue. We cannot predict the effect that the FCC's resolution of these
issues will have on our business.
In August 1997, the FCC issued rules transferring responsibility for
administering and assigning local telephone numbers from the RBOCs and a few
other local exchange carriers to a neutral entity in each geographic region in
the United States. In August 1996, the FCC issued new numbering regulations that
prohibit states from creating new area codes that could unfairly hinder
competitive local exchange carriers by requiring their customers to use 10 digit
dialing while existing independent local exchange carrier customers use 7 digit
dialing. These regulations also prohibit incumbent local exchange carriers which
are still administering central office numbers pending selection of the neutral
administrator from charging "code opening" fees to competitors unless they
charge the same fee to all carriers including themselves. In addition, each
carrier is required to contribute to the cost of numbering administration
through a formula based on net telecommunications revenues. In July 1996, the
FCC released rules requiring all local exchange carriers to have the capability
to permit both residential and business consumers to retain their telephone
numbers when switching from one local service provider to another, known as
"number portability." In May 1999, the FCC initiated a proceeding to address
the problem of the declining availability of area codes and phone numbers. We
cannot predict the outcome or the effects of the FCC's resolution of this issue.
A customer's choice of local or long distance telecommunications company is
encoded in a customer record, which is used to route the customer's calls so
that the customer is served and billed by the desired company. A user may change
service providers at any time, but the FCC and some states regulate this process
and require that specific procedures be followed. When these procedures are not
followed, particularly if the change is unauthorized or fraudulent, the process
is known as "slamming." Slamming is such a significant problem that it was
addressed in detail by Congress in the Telecommunications Act, by some state
legislatures, and by the FCC in recent orders. The FCC has levied substantial
fines for slamming. The risk of financial damage and business reputation from
slamming is significant. Even one slamming complaint could cause extensive
litigation expenses for us. The FCC recently decided to apply its slamming rules
(which originally covered only long distance) to local service as well.
10
State Regulation
To the extent that we provide telecommunications services which originate
and terminate in the same state, we are subject to the jurisdiction of that
state's public service commission. As our local service business and product
lines expand, we will offer more intrastate service and become increasingly
subject to state regulation. The Telecommunications Act maintains the authority
of individual state utility commissions to preside over rate and other
proceedings, as discussed above, and impose their own regulation of local
exchange and interexchange services so long as such regulation is not
inconsistent with the requirements of the Telecommunications Act. For instance,
states may impose tariff and filing requirements, consumer protection measures
and obligations to contribute to universal service, and other funds.
We are subject to requirements in some states to obtain prior approval for,
or notify the state commission of, any transfers of control, sales of assets,
corporate reorganizations, issuances of stock or debt instruments and related
transactions. Although we believe such authorizations could be obtained in due
course, there can be no assurance that the FCC or state commissions would grant
us authority to complete any of these transactions.
We have state regulatory authority to provide competitive local exchange
services and interexchange services in nine states. We also have state
regulatory authority to provide interexchange services in approximately 31
additional states. In some states, in which we have or have had de minimis
intrastate interexchange revenues, we have not obtained authorization to provide
such interexchange services or have allowed such authorization to lapse. We have
either subsequently obtained, or are in the process of applying to obtain, the
appropriate authorization in these states.
The Telecommunications Act generally preempts state statutes and
regulations that restrict the provision of competitive local services. States,
however, may still restrict competition in some rural areas. As a result of this
preemption, we will be free to provide the full range of local, long distance,
and data services in any state. While this action greatly increases our
potential for growth, it also increases the amount of competition to which we
may be subject.
Local Government Regulation
We may be required to obtain from municipal authorities street opening and
construction permits to install our facilities in some cities. In some of the
areas where we provide service, we are subject to municipal franchise
requirements requiring us to pay license or franchise fees either on a
percentage of gross revenue, flat fee or other basis. The Telecommunications Act
requires municipalities to charge nondiscriminatory fees to all
telecommunications providers, but it is uncertain how quickly this requirement
will be implemented by particular municipalities in which we operate or plan to
operate or whether it will be implemented without a legal challenge.
Employees
As of June 2, 1999, we employed 390 persons. None of our employees are
represented by a collective bargaining agreement.
ITEM 2. PROPERTIES
Our headquarters and technology center are located in leased space in
Waltham, Massachusetts. We have a back-up network operations center in
Springfield, Massachusetts. We also lease offices in eight states. Although we
believe that our leased facilities are adequate at this time, we expect to lease
a significant number of additional sales facilities in connection with our
planned expansion in existing markets and into new markets.
11
ITEM 3. LEGAL PROCEEDINGS
(a) Pending Legal Proceedings.
We are party to suits and regulatory proceedings arising in the normal
course of business which we believe are not material individually or in the
aggregate.
(b) Legal Proceedings Terminated in the Fourth Quarter.
In December 1997, we terminated our agency contract and filed suit
against Bell Atlantic for, among other things, breach of contract,
including the failure of Bell Atlantic's retail division to pay agency
commissions owed to us. This litigation was settled on February 24, 1999.
Under the terms of the settlement, we will receive cash and other
consideration. Both parties have agreed to keep the specific terms of the
settlement confidential.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
12
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is listed on the Nasdaq National Market under the symbol
"CPTL." Following is the range of high and low trading prices on the Nasdaq
National Market for the CTC Communications common stock for the periods
indicated.
Price Range
---------------
High Low
------- ------
Calendar Year 1997
Second Quarter ............... $10.00 $6.88
Third Quarter ................ $ 9.75 $7.06
Fourth Quarter ............... $15.94 $8.00
Calendar Year 1998 ...............
First Quarter ................ $14.94 $5.13
Second Quarter ............... $ 9.88 $6.50
Third Quarter ................ $ 8.50 $4.75
Fourth Quarter ............... $ 9.00 $4.00
Calendar Year 1999 ...............
First Quarter ................ $17.50 $8.38
The last sale price of the common stock on the Nasdaq National Market on June
10, 1999 was $19.375. Our common stock was held by 497 stockholders of record.
We have never paid cash dividends on our common stock and we have no plans to
do so in the foreseeable future. We intend to retain earnings, if any, to
develop and expand our business. In addition, the terms of the credit and
vendor facilities and the Series A preferred stock restrict our ability to pay
cash dividends on our common stock. We also expect the terms of agreements
governing any future indebtedness to restrict our ability to pay cash dividends.
During the quarter ended March 31, 1999, CTC Communications sold the following
securities that were not registered under the Securities Act:
(a) 53,352 shares of common stock for an aggregate consideration of $66,585
pursuant to the exercise of employee incentive stock options by employees of CTC
Communications.
(b) On January 15, 1999, CTC Communications issued to Relational Funding
Corporation, in consideration for the provision of a master equipment lease
agreement, warrants to purchase 55,555 shares of common stock at a purchase
price of $9.00 per share.
(c) On March 24, 1999, CTC Communications issued to Toronto Dominion (Texas),
Inc. in consideration for the provision of a standby credit facility in the
aggregate amount of up to $30 million, warrants to purchase an aggregate of
69,216 shares of common stock at a purchase price of $11.1825 per share.
All of the above shares were issued in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended,
as transactions by an issuer not involving a public offering.
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data for the five years ended March 31, 1999
are derived from our financial statements which have been audited by Ernst &
Young LLP, independent auditors. You should read the following
13
financial data together with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our financial statements and the
related notes.
All earnings per share and weighted average share information included in the
accompanying financial statements have been restated to reflect the five-for-
four stock split effected in fiscal year ended March 31, 1995, and the three-
for-two stock split and the two-for-one stock split effected in fiscal year
ended March 31, 1996.
Fiscal Year ended March 31,
------------------------------------------------------
1995 1996 1997 1998 1999
--------- --------- --------- ---------- ---------
(dollars in thousands, except per share information)
Statement of Operations Data
Agency revenues ..................................... $18,898 $25,492 $29,195 $24,775 $ --
Telecommunications revenues ......................... 3,038 5,383 11,095 16,172 70,964
------- ------- ------- ------- --------
Total revenues .................................. 21,936 30,875 40,290 40,947 70,964
Cost of telecommunications revenue .................. 2,451 4,242 8,709 14,038 61,866
Selling, general and administrative expenses ........ 17,319 20,009 23,820 31,492 57,663
Income (loss) from operations ....................... 2,166 6,624 7,761 (4,583) (48,565)
Net income (loss) ................................... 1,472 4,094 4,683 (2,884) (51,996)
Income (loss) per share
Basic ............................................. 0.18 0.43 0.49 (0.29) (5.24)
Diluted ........................................... 0.17 0.38 0.43 (0.29) (5.24)
Other Financial Data
Gross profit......................................... n/m n/m n/m n/m $ 9,098
EBITDA (loss) ....................................... $ 2,932 $ 7,295 $ 8,519 $(2,992) (42,760)
Capital expenditures................................. 599 759 1,222 6,109 36,041
Net cash (used) provided by operating activities .... 1,580 2,192 3,572 (7,951) (33,254)
Net cash used in investing activities................ 599 759 1,222 4,765 6,282
Net cash provided by financing activities .......... 171 119 114 8,479 39,622
As of March 31,
----------------------------------
1995 1996 1997 1998 1999
------- ------- ------- ------- ---------
(dollars in thousands)
Balance Sheet Data
Cash and cash equivalents .......................... $2,391 $ 3,942 $ 6,406 $ 2,168 $ 2,254
Total assets ....................................... 7,726 12,509 20,186 30,967 69,402
Total long-term debt, including current portion .... -- -- -- 9,673 66,857
Series A redeemable convertible preferred stock .... -- -- -- 12,949
Stockholders' equity (deficit) ..................... 5,526 9,495 14,292 11,580 (39,500)
Gross profit is not meaningful, n/m, for the fiscal year ended March 31,
1998 and prior periods because our revenues for these periods consisted
primarily of agency commissions and costs associated with agency revenues were
included primarily in selling, general and administrative expenses. EBITDA
consists of income (loss) before interest, income taxes, depreciation and
amortization. We have provided EBITDA because it is a measure of financial
performance commonly used in the telecommunications industry. Other companies
may calculate it differently from us. EBITDA is not a measurement of financial
performance under generally accepted accounting principles. We believe you
should not consider EBITDA as an alternative to net income (loss) as a measure
of results of operations or to GAAP-based cash flow as a measure of liquidity.
Capital expenditures consists of additions to property and equipment acquired
for cash or under notes payable and capital leases.
14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Overview
Historically, we have generated agency revenues and telecommunications
revenues. Agency revenues consist of commissions we earned as an agent of Bell
Atlantic and other Regional Bell Operating Companies, and long distance
providers. Telecommunications revenues are generated by our sale of local, long
distance, frame relay, internet access and other communications services. For
the fiscal year ended March 31, 1998, agency commissions accounted for
approximately 60% of our revenues, with telecommunications revenues accounting
for the other 40%. As a result of our transition to an integrated communications
provider strategy in December 1997, agency commissions earned after that date
are not material.
Our financial information for the fiscal year ended March 31, 1999 reflects
a full year of operations as an integrated communications provider. Our
financial information for periods ended on or before December 31, 1997 primarily
reflects our operations as an agent for Bell Atlantic. Because of our transition
to an integrated communications provider strategy and our network buildout, most
of the financial information for these periods does not reflect our current
business and is not comparable to results for subsequent periods.
Results of Operations
Fiscal Year Ended March 31, 1999 Compared to Fiscal Year Ended March 31, 1998.
Total revenues for the fiscal year ended March 31, 1999 were $70,964,000,
an increase of 73% from $40,947,000 for the preceding fiscal year. As an
integrated communications provider, revenues for fiscal 1999 reflect our direct
sales of local telecommunication services in addition to our direct sales of
other telecommunications services. Revenue for fiscal 1998 reflect only agency
commissions on local telecommunications services as well as our direct sales of
other telecommunications services.
A common basis for measurement of an integrated communications provider's
progress is the growth in access lines and equivalent circuits, or ALEs. During
the quarter ended March 31, 1999, voice and data ALEs in service increased by
38,935, or approximately 38%, from the quarter ended December 31, 1998. This
brought our total ALEs in service to 142,207 for our first 15 months as an
integrated communications provider. Data ALEs increased by approximately 45%
from the quarter ended December 31, 1998 to 28,502, or 20% of total ALEs in
service, as of March 31, 1999. Data ALEs at March 31, 1999 include 6,720 ALEs
purchased by other carriers including internet service providers.
Costs of telecommunications revenues increased to $61,866,000 for fiscal
1999 from $14,038,000 for fiscal 1998 as a result of our decision to provide
local services directly instead of providing local services on an agency basis.
However, as a percentage of telecommunications revenue, costs of
telecommunications revenues remained at 87% for fiscal 1999 and 1998.
Selling, general and administrative expenses increased 83% to $57,663,000
in fiscal 1999 from $31,492,000 for fiscal 1998. This increase was primarily due
to increased number of service and technical employees hired and other expenses
incurred in connection with becoming an integrated communications provider. Also
contributing to the increase were approximately $9,301,000 of expenses and
charges relating to the litigation and settlement with Bell Atlantic. See
"Legal Proceedings." Selling, general and administrative expenses also increased
for fiscal 1999 due to increased depreciation and amortization expenses of
$5,728,000 associated with the investments we made in equipment and software for
our network.
Interest and other expense increased to $4,957,000 for the fiscal year
ended March 31, 1999, as compared to interest and other income of $213,000 for
the fiscal year ended March 31, 1998. The increase is due to increased
borrowings to fund our operating losses and the deployment of our network, the
fees associated with our credit and vendor financing facilities and the
amortization of the interest expense associated with warrants issued in
connection with financings.
15
The benefit for income taxes, which is limited to refunds available on a
loss carryback basis, has been recognized ratably as a percentage of our
estimated pre-tax loss over each of the four quarters of the fiscal year. The
effective rate of the benefit varied with changes in management's estimates.
Fiscal Year Ended March 31, 1998 Compared to Fiscal Year Ended March 31, 1997
The results for the fiscal year ended March 31, 1998 reflect our decision
to leave the Bell Atlantic agency program in December 1997 and our commencement
of operations as an integrated communications provider. This decision adversely
affected revenues and expenses to a certain extent in the third quarter as we
prepared for this transition and significantly affected revenues in the fourth
quarter after the transition had been effected. Total revenues of $40,947,000
for fiscal 1998 were essentially flat as compared to $40,290,000 for the fiscal
year ended March 31, 1997. Agency revenues decreased 15% to $24,775,000 for
fiscal 1998 from $29,195,000 in fiscal 1997, primarily as a result of fourth
quarter revenues of only $194,000, as compared to $8,354,000 for the same period
of fiscal 1997. This decrease reflects the fact that we left the Bell Atlantic
agency program in December 1997, and thus no Bell Atlantic agency revenues were
reported in the fourth quarter of fiscal 1998. Telecommunications revenues
increased 46% to $16,172,000 for fiscal 1998 from $11,095,000 for fiscal 1997.
This increase reflects the increased sales of long distance, internet access,
and frame relay data services as well as the commencement of our sale of local
telecommunications services as an integrated communications provider in the
fourth quarter of fiscal 1998. Although local telecommunications sales increased
during the fourth quarter, they were significantly less than we expected as a
result of the imposition of the temporary restraining order in connection with
the Bell Atlantic litigation initiated in February 1998, which required us to
sell these local services only to new customers, resulting in a longer sales
cycle. This temporary restraining order was dissolved in August 1998.
Costs of telecommunications revenues increased 61% to $14,039,000 for
fiscal 1998 from $8,709,000 for fiscal 1997. As a percentage of
telecommunications revenues, cost of telecommunications revenues was 87% for
fiscal 1998 as compared to 78% for fiscal 1997. This overall increase was due
primarily to increased sales of telecommunications services and increased costs
for those services sold. Due largely to the initiation of local
telecommunications sales in the fourth fiscal quarter, cost of
telecommunications revenues for this period increased 127% to $5,944,000 from
$2,615,000 for the same period in fiscal 1997. These increases as a percentage
of revenues were attributable to fixed costs associated with the sale of local
telecommunications services, lower long distance rates extended to customers in
advance of rate decreases from one of our long distance suppliers, increased
costs associated with adding new customers and services, and costs associated
with phasing out our debit card program.
Selling, general and administrative expenses increased 32% to $31,492,000
in fiscal 1998 from $23,820,000 in fiscal 1997. This increase was a result of
the increased number of sales and service employees hired in connection with our
transition to an integrated communications provider, increased payments of
commission and bonuses, increased corporate and administrative expenses,
increased depreciation associated with greater capital expenditures, expenses
related to new branch openings and a $1,200,000 charge for estimated costs
attributable to our litigation with Bell Atlantic.
Liquidity and Capital Resources
Prior to March 1998, we had funded our working capital and operating
expenditures primarily from cash flow from operations. Commencing in April 1998,
we have funded our transition to an integrated communications provider,
expansion of our sales branches, operating losses and the deployment of our
network by raising additional equity capital and through bank, vendor and lease
financing.
In April 1998, we completed a $12.0 million private placement of Series A
redeemable convertible preferred stock and warrants to Spectrum Equity Investors
II, L.P. We also received a commitment on June 30, 1998 from Spectrum to
purchase, at our option, an additional $5.0 million of preferred stock on the
same terms and conditions as the Series A preferred stock, which option extends
until June 30, 1999.
On September 1, 1998, we entered into a senior secured credit facility with
Goldman Sachs Credit Partners and Fleet National Bank. Under the terms of this
senior secured credit facility, the lenders have provided a three-year credit
facility
16
to us consisting of revolving loans in the aggregate amount of up to
$75.0 million. Under our senior secured credit facility we may borrow $15.0
million unconditionally and an additional $60.0 million based on trailing 120
days accounts receivable collections, reducing to trailing 90 days accounts
receivable collections by March 31, 2000. As of March 31, 1999, we had
availability of $45.2 million under this senior secured credit facility, of
which we had borrowed approximately $36.1 million.
On October 14, 1998, we entered into an agreement with Cisco Systems
Capital Corporation, or Cisco Capital, for up to $25.0 million of vendor
financing. Under the terms of the agreement, we have agreed to a three-year,
$25.0 million volume purchase commitment of Cisco equipment and services and
Cisco Capital has agreed to advance funds as these purchases occur. Up to $10.0
million of the vendor facility can be utilized for costs associated with the
integration of Cisco equipment and related peripherals. Under the terms of the
vendor facility, we are required to pay interest on funds advanced under the
facility at an annual rate of 12.5%. As of March 31, 1999, we had borrowed $15.4
million under the vendor facility.
Since September 30, 1998, we have entered into various lease and vendor
financing agreements which provide for the acquisition of up to $16.2 million of
equipment and software. As of March 31, 1999, the aggregate amount borrowed
under these agreements was approximately $14.0 million.
In order to provide liquidity, we entered into a loan agreement dated as of
March 15, 1999 with Toronto Dominion (Texas), Inc. to provide an unsecured
standby credit facility for up to $30.0 million for capital expenditures and
other general corporate purposes. Availability under this facility will be
reduced by any proceeds of our common stock offering described below. If we
raise at least $30.0 million in that offering, this facility will terminate upon
the closing of the offering. Under this facility, $10.0 million is immediately
available and the remaining $20.0 million will become available if we raise an
additional $5.0 million of proceeds from the issuance of equity. We currently
intend, and are able, to call the Spectrum commitment described above if before
June 30, 1999, we have not received a replacement equity commitment or a waiver
of the $5.0 million equity requirement from Toronto Dominion.
We have filed a registration statement for a public offering of up to
2,875,000 shares of our common stock. There can be no assurance, however, that
this offering will be consummated.
As we continue to deploy our network, further penetrate our existing region
and expand into new markets throughout the Boston--Washington, D.C. corridor, we
will need significant additional capital. We believe that the proceeds of the
$5.0 million Spectrum option described above, the availability under our standby
facility with Toronto Dominion, together with cash on hand, the amounts we
expect to be available under our bank, lease, and vendor financing arrangements
will be sufficient to fund our capital requirements for at least the next 12
months. During this period we will seek to raise additional capital through the
issuance of debt and possibly equity securities, the timing of which will depend
on market conditions, and which could occur in the near future. We may also seek
to raise additional capital through vendor financing, equipment lease financing
and bank loans.
We cannot assure you that additional financing will be available on terms
acceptable to us when we need it. The agreements governing our existing
indebtedness limit our ability to obtain debt financing. If we are unable to
obtain financing when we need it, we may delay or abandon our development and
expansion plans. That could have a material adverse effect on our business,
results of operations and financial condition. The actual timing and amount of
our capital requirements may be materially affected by various factors,
including the timing and actual cost of the network, the timing and cost of our
expansion into new markets, the extent of competition and pricing of
telecommunications services by others in our markets, the demand by customers
for our services, technological change and potential acquisitions.
On February 24, 1999, we settled a lawsuit against Bell Atlantic Corp.
Under the terms of the settlement agreement we received cash and will receive
other consideration to satisfy claims of commissions we earned while we were an
agent for Bell Atlantic. Both parties have agreed to keep the specific terms of
the settlement confidential. We do not expect to incur any additional material
costs related to this matter subsequent to March 31, 1999.
Although we believe that the terms of the settlement will permit us to actively
expand our customer base and increase our revenues and improve our margins from
the sale of communications products and services, there is no assurance that we
will do so. We do not expect to incur any additional material costs related to
this matter subsequent to March 31, 1999.
17
Working capital deficit at March 31, 1999 was $6,486,000 compared to a
working capital surplus of $11,342,000 at March 31, 1998, a decrease of
$17,828,000. This decrease is due primarily to the increase in accounts payable
and accrued expenses associated with our transition to an integrated
communications provider. We will fund this deficit through borrowings under our
credit facilities, which are long term liabilities. Cash balances at March 31,
1999 and March 31, 1998 totaled approximately $2,254,000 and $2,168,000,
respectively.
Year 2000 Compliance
Our State of Readiness
We have evaluated the effect of the Year 2000 problem on our information
systems. We are implementing plans to permit our systems and applications to
effectively process information in order to support ongoing operations in the
Year 2000 and beyond. We believe our information technology systems and non-
information systems will be Year 2000 compliant by the end of 1999.
In connection with the deployment of our new network, we have designed a
new database architecture for our computer systems which we expect will be Year
2000 compliant. We expect installation of the network and related network
control software to be completed in the summer of 1999. We expect installation
of our new information systems related to our new network to be completed in the
third or fourth quarter of 1999. We began testing our network and these new
systems when we first began installation, and we expect testing to continue. We
are also upgrading our current information systems to be Year 2000 compliant in
case we have not completed installing our new systems by the end of 1999.
Approximately 40% of our existing information systems are now Year 2000
compliant. We expect to complete this upgrade in the third or fourth quarter of
1999. While we expect that all significant information systems will be Year 2000
compliant in the third or fourth quarter of 1999, we cannot assure you that all
Year 2000 problems in the new system will be identified or that the necessary
corrective actions will be completed in a timely manner. We also expect our non-
information systems to be Year 2000 compliant in the third or fourth quarter of
1999.
We have requested certification from our significant vendors and suppliers
demonstrating their Year 2000 compliance. Approximately 80% of vendors and
suppliers have delivered these certifications. We will continue to seek
additional certifications. However, we cannot assure you that we will receive
any additional certifications. Generally, these certifications state that our
vendors and suppliers are Year 2000 compliant but do not require any affirmative
action if these certifications are inaccurate. We intend to continue to
identify critical vendors and suppliers and communicate with them about their
plans and progress in addressing Year 2000 problems. We cannot assure you that
the systems of these vendors and suppliers will be timely converted. We also
cannot assure you that any failure of their systems to be Year 2000 compliant
will not adversely affect our operations.
Our Costs of Year 2000 Remediation
We have incurred approximately $120,000 in costs to date related
specifically to Year 2000 issues and expect to incur an additional approximately
$380,000 in costs through the end of 1999. However, we cannot assure you that
the costs associated with Year 2000 problems will not be greater than we
anticipate.
Our Year 2000 Risk
Based on the efforts described above, we currently believe that our systems
will be Year 2000 compliant in a timely manner. We have completed the process of
identifying Year 2000 issues in our information systems and non-information
systems and expect to complete any remediation efforts in the third and fourth
quarters of 1999.
We cannot assure you that our operations and financial results will not be
affected by Year 2000 problems. We may experience interruptions in service and
not receive billing information in a timely manner if either our systems or
those of our vendors or suppliers are not Year 2000 compliant in a timely
manner. It is possible that we could experience other serious difficulties that
we cannot presently predict.
18
Our Contingency Plans
We have begun upgrading our current information systems as part of our
contingency plans in case our new systems are not installed before the end of
1999. In addition, we intend to seek to identify alternate service providers in
case our current providers are unable to adequately deliver services in the
Year 2000. If it becomes necessary for us to implement a contingency plan, such
plan may not avoid a material Year 2000 issue.
Description of Senior Secured Facilities
Fleet/Goldman Credit Facility
As of September 1, 1998, we entered into a senior secured credit facility
with Goldman Sachs Credit Partners, L.P., or GSCP, and Fleet National Bank, or
Fleet. GSCP and Fleet provided us with a three-year senior secured credit
facility consisting of revolving loans in the aggregate amount of up to
$75 million. Advances under the facility bear interest at 1.75% over the prime
rate. Advances under the facility are secured by a first priority perfected
security interest on all of our assets, except that we have the ability to
exclude assets we acquire through purchase money financing. In addition, we are
required to pay a commitment fee of 0.5% per annum on any unused amounts under
the facility. We are also required to pay a monthly line fee of $150,000 per
month. In connection with this credit facility we issued to Goldman Sachs & Co.
warrants to purchase 662,600 shares of our common stock and to Fleet National
Bank warrants to purchase 311,812 shares of our common stock. We may borrow
$15 million unconditionally and $60 million based on trailing 120 days accounts
receivable collections, reducing to the trailing 90 days of collections by March
31, 2000. If we wish to prepay the loan during the first 18 months we must pay a
prepayment penalty of 2% of the aggregate amount of the facility. As of March
31, 1999, we had borrowed $36,145,000 under this credit facility.
Under this credit facility, we have agreed, among other things, to maintain
minimum quarterly net revenues, to achieve minimum EBITDA targets for rolling
six-month periods measured at the end of each fiscal quarter and to achieve a
minimum quarterly target of provisioned ALEs.
We have also agreed that we will not, without the prior written consent of
the lenders, with various exceptions:
. create, incur or assume any secured indebtedness,
. create, incur or assume any liens,
. enter into any merger, consolidation, reorganization, recapitalization or
reclassification of our stock,
. sell, lease, assign, transfer or otherwise dispose of any of our assets,
. declare or pay any cash dividends or purchase, acquire or redeem any of
our stock,
. make, acquire or incur any liabilities in connection with the acquisition
of any entity or the acquisition of all or substantially all of the assets
of any entity,
. make capital expenditures in excess of $32 million for the period from
September 1, 1998 to March 31, 2000 and $87 million for the period from
April 1, 2000 through September 1, 2001.
Events of default under this credit facility include:
. failure to make payments on the loan,
. failure to observe various covenants,
. insolvency proceedings,
19
. the filing of any governmental liens in an amount exceeding $2 million,
. the filing of any judgment liens in an amount exceeding $2 million,
. default on a material agreement with obligations exceeding $2 million,
. payment of any subordinated indebtedness, except as specifically
permitted,
. any material misrepresentation or misstatement in any warranty or
representation,
. the limitation or termination of any guaranty, or
. the occurrence of a change of control, except in connection with the
reorganization.
Cisco Capital Vendor Facility
On October 14, 1998, we entered into a three-year vendor facility for up to
$25 million with Cisco Capital. We have agreed to a three year, $25 million
total volume purchase commitment of Cisco equipment and services. Cisco Capital
has agreed to advance funds as these purchases occur. We can also use the
facility for working capital costs associated with the integration and operation
of Cisco solutions and related peripherals.
Under the terms of the vendor facility and an intercreditor agreement
between Cisco Capital and GSCP, we have agreed to give Cisco Capital a senior
security interest in all products Cisco provides to us or other products
purchased with the proceeds of the first $15 million advanced under the facility
and a subordinate security interest in all of our other assets. We are required
to repay 5% of the outstanding amount of the first $15 million of indebtedness
advanced under the facility at the end of each of the ninth, tenth and eleventh
quarterly periods during the term of the facility. We are required to pay
interest on funds advanced under the facility at an annual rate of 12.5%. In
addition to other amounts, we are also required to pay a commitment fee of .50%
per annum on any unused amounts under the facility.
This vendor facility limits or restricts, except as permitted under our
senior secured credit facility and other than other various exceptions, our
ability to: merge with or acquire all of the assets of any entity; sell or
dispose of assets; purchase or otherwise acquire the capital stock or assets of
any person, or extend any credit to any person; declare or pay any cash
dividends; or redeem or purchase any capital stock.
This vendor facility also limits or restricts, among other things, our
ability to: incur additional indebtedness; amend, modify or waive some
provisions of our senior secured facility; voluntarily repay any subordinated
debt; or amend or modify any document or instrument governing subordinated debt.
Events of default under the vendor facility include:
. failure to make payments on the loan,
. any representation or warranty is incorrect when made or deemed made,
. failure to perform or observe our covenants,
. insolvency proceedings,
. failure to pay any amounts due or observe any covenants under our senior
secured facility or other indebtedness in an amount over $2 million which
failure results in the acceleration of such indebtedness,
. failure to pay under, or be in breach of, any other agreement with Cisco,
Cisco Capital, or their subsidiaries,
. failure of any guarantor to perform or observe any covenant contained in
any guaranty,
20
. any event of default in any other loan documents as defined therein,
. revocation of any consent, authorization or other approval necessary to
enable us to borrow under the vendor facility,
. the occurrence of a change of control, as defined therein,
. any payment of indebtedness subordinated to the vendor facility, except as
expressly permitted,
. the entrance of various judgments against us.
Toronto Dominion (Texas), Inc. Facility
In March 1999, we entered into a Loan Agreement with Toronto Dominion
(Texas), Inc., or TD, to provide an unsecured standby credit facility for up to
$30 million for capital expenditures and other general corporate purposes.
Under the terms of the this standby facility, $10 million is immediately
available and the remaining $20 million will become available if we raise an
additional $5 million in proceeds from the issuance of common or preferred
equity. We must pay a commitment fee of $450,000. Additional commitment fees
are payable if the standby facility is still outstanding on the dates six
months, nine months and one year after the closing. In addition, we pay a
quarterly availability fee on unfunded amounts and a funding fee if we draw on
the standby facility. Draws under the standby facility will initially bear
interest at 7.00% over the three-month US Dollar deposit LIBOR rate and increase
quarterly thereafter. We issued warrants to purchase 69,216 shares of CTC
Communication's common stock at $11,8125 per share to TD as part of the
transaction and we may issue contingent warrants to purchase up to 573,913
shares of common stock at $11.8125 per share to TD if advances under the
facility are outstanding six months after the closing. We must repay draws with
the proceeds from future issuances of equity or debt securities or from future
bank financings. To date, we have not utilized the facility.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposure to financial market risk, including changes in interest rates,
relates primarily to outstanding debt obligations. We utilize our revolving line
of credit facility to fund a substantial portion of our capital requirements.
This facility bears interest at a variable interest rate, which is subject to
market changes. We have not entered into any interest rate swap agreements, or
other instruments to minimize our exposure to interest rate increases but will
investigate such options should changes in market conditions occur. We have not
had any derivative instruments in the past and do not plan to in the future,
other than possibly to reduce our interest rate exposure as described above.
21
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Our executive officers and directors, and their ages as of June 10, 1999,
are as follows:
Name Age Current Office Held
---- --- -------------------
Robert J. Fabbricatore .... 56 Chairman and Chief Executive Officer
Steven P. Milton .......... 45 President and Chief Operating Officer
John D. Pittenger ......... 45 Executive Vice President, Chief Financial Officer and Treasurer
David E. Mahan ............ 57 Vice President--Marketing and Strategic Planning
Michael H. Donnellan ...... 45 Vice President--Operations
Thomas Fabbricatore ....... 40 Vice President--Marketing
Anthony D. Vermette ....... 38 Vice President--Sales
Frederick Kunzi ........... 47 Vice President and Chief Technology Officer
Jeffrey C. Lavin .......... 43 Vice President--Corporate Development
Katherine D. Courage ...... 41 Director
Henry Hermann ............. 57 Director
Kevin J. Maroni ........... 36 Director
J. Richard Murphy ......... 54 Director
Robert A. Nicholson ....... 31 Director
Carl Redfield ............. 51 Director
Richard J. Santagati ...... 55 Director
Ralph C. Sillari ......... 44 Director
Ralph S. Troupe .......... 38 Director
Robert J. Fabbricatore, a founder of CTC Communications and a director
since its inception in 1980, became Chairman of the Board of Directors in March
1983 and served as President from October 1993 to August 1995. Robert J.
Fabbricatore is the brother of Thomas Fabbricatore, Vice President--Marketing.
Steven P. Milton has been employed by CTC Communications since 1984 and
has served as President and Chief Operating Officer since August 1995. Prior to
that, he held various positions within CTC Communications including Branch
Manager, District Manager, Regional Manager and Vice President--Sales and
Marketing.
John D. Pittenger has served as Chief Financial Officer since April 14,
1999, as Executive Vice President--Finance and Administration since April 1998
and as Treasurer and Clerk of CTC Communications since August 1989. Mr.
Pittenger served as Vice President--Finance from 1991 until April 1998, and as
Chief Financial Officer from 1989 to April 1998.
David E. Mahan joined CTC Communications in October 1995 as Vice President-
- -Marketing and Strategic Planning. Prior to joining CTC Communications, Mr.
Mahan held a number of senior management level positions with NYNEX, including
Vice President--Sales Channel Management from 1993 to 1995.
Michael H. Donnellan has been employed by CTC Communications since 1988 in
a number of positions. He was named Vice President--Operations in 1995.
Thomas Fabbricatore joined CTC Communications in 1982. He was named Vice
President--Regulatory and Electronic Media in 1991, and was named Vice
President--Marketing in November 1998. Thomas Fabbricatore is the brother of
Robert J. Fabbricatore.
Anthony D. Vermette has been employed by CTC Communications in a variety of
positions since 1987. Mr. Vermette was named Vice President--Sales in 1996.
22
Frederick Kunzi joined CTC Communications as a Vice President and Chief
Technology Officer in September 1998. Mr. Kunzi has over 25 years experience in
information technology. From 1985 to September 1998, he was employed by Digital
Equipment Corporation, most recently as Senior Manager, Global Network Services
where he was responsible for Digital's worldwide enterprise network
infrastructure.
Jeffrey C. Lavin joined CTC Communications in June 1998 as Vice President--
Corporate Development. Mr. Lavin has 19 years of sales and operational
management experience in the telecommunications industry. From December 1996 to
May 1998, Mr. Lavin was Vice President of Sales, Americas/Asia Pacific for
NovaSoft Systems, Inc., a software development corporation. From 1979 to 1996,
Mr. Lavin was employed by Comlink Incorporated, a communication network
integrator, most recently as Senior Vice President. Following the acquisition of
Comlink in 1996 by Williams Communications, Mr. Lavin served as Vice President
and General Manager of Network Systems Integration.
Katherine D. Courage became a director of CTC Communications in April 1999.
Ms. Courage is a managing director in the Global Telecommunications and Media
Group in the Investment Banking Department of Credit Suisse First Boston, one of
the underwriters of the offering. Prior to joining Credit Suisse First Boston in
September 1996, Ms. Courage worked at Salomon Brothers Inc for ten years where
she was a managing director in the Global Telecommunications Group. Ms. Courage
also worked at Merrill Lynch & Co. in the corporate finance department. Ms.
Courage currently serves as a director of NorthEast Optic Network, Inc. and
Lightpath Technologies, Inc.
Henry Hermann became a director of CTC Communications in September 1996.
Since November 1997, he has operated Hermann Companies, a financial services
company. Mr. Hermann is registered as an Investment Advisor with the State of
Texas, a Chartered Financial Analyst and, as an independent contractor, offers
general securities through SWS Financial. In 1997, he was employed by Kuhns
Brothers & Company, Inc., as a principal and Executive Vice President. For the
previous nine years, he was employed by WR Lazard, Laidlaw and Luther, Inc., a
securities brokerage firm, as Vice President, Securities Analyst and Portfolio
Manager. Mr. Hermann has been an NASD Board of Arbitrators Member since 1991.
Kevin J. Maroni became a director of CTC Communications in April 1998 as
one of the two designees of the Series A preferred stockholders. Mr. Maroni is a
general partner of Spectrum which he joined in 1994. Spectrum is a leading
private equity fund which manages $1 billion of capital for investment in the
communications and media industries. Prior to joining Spectrum, he worked at
Time Warner Telecommunications and Harvard Management Company. Mr. Maroni is a
director of PathNet, Inc., Formus Communications, Inc., WNP Communications, Inc.
and American Cellular Corp.
J. Richard Murphy became a director of CTC Communications in August 1995.
Mr. Murphy has been the director of the Corporate Advisory Group of Moody,
Cavanaugh and Company, LLP, a North Andover, Massachusetts public accounting
firm, since April 1996. Mr. Murphy was an officer, director and principal
stockholder from 1990 to 1995 of Arlington Data Corporation, a systems
integration company located in Amesbury, Massachusetts; from 1992 to 1996 of
Arlington Data Consultants, Inc., a company engaged in the installation and
maintenance of computer systems and hardware; and from 1994 to 1996 of Computer
Emporium, Inc., a company engaged in processing parking violations for
municipalities. In June 1996, Arlington Data Corporation filed for bankruptcy
under Chapter 11 of the U.S. Bankruptcy Code.
Robert A. Nicholson is one of the two designees of the Series A preferred
stockholders and became a director of CTC Communications in November 1998.
Mr. Nicholson joined Spectrum in 1995 as a Vice President and became a partner
in July 1998. From 1990 to 1993, Mr. Nicholson was an Associate Consultant and
then Consultant at Bain & Company, a leading strategy consulting firm, where he
was responsible for strategy and operations projects in the communications
industry. Mr. Nicholson currently serves as a Director of Navitar Communications
Group, Inc., a Canadian competitive local exchange carrier.
23
Carl Redfield became a director of CTC Communications in January 1999. He
has been Senior Vice President, Manufacturing and Logistics of Cisco since
February 1997. From September 1993 to February 1997 he was Vice President of
Manufacturing. Mr. Redfield also is a director of VA Research Inc. and Paragon
Electronics Inc.
Richard J. Santagati became a director of CTC Communications in September
1991. He has been the President of Merrimack College in North Andover,
Massachusetts since 1994. From March 1992 to February 1994, Mr. Santagati was
the Chairman of the Board, Chief Executive Officer and President of Artel
Communications Corp., a publicly held data communications firm located in
Hudson, Massachusetts. Mr. Santagati also serves as a director of Celerity
Solutions, Inc., a software company.
Ralph C. Sillari became a director of CTC Communications in October 1997.
Since 1991, Mr. Sillari has been employed by Fleet National Bank where he is
currently an Executive Vice President in the Business and Entrepreneurial
Services Division.
Ralph S. Troupe became a director of CTC Communications in May 1999. Since
January 1993, Mr. Troupe has been employed by International Network Services,
where he is currently Vice President of North American Field Operations, East.
We currently have ten members on our board of directors: three Class I
Directors (Messrs. Hermann, Sillari and Redfield), three Class II Directors
(Messrs. Murphy and Santagati and Ms. Courage) and four Class III Directors
(Messrs. Fabbricatore, Maroni, Nicholson and Troupe). The terms of the Class I,
Class II and Class III directors expire upon the election and qualification of
their successors at the annual meetings of stockholders held following the end
of fiscal years 2001, 1999 and 2000, respectively.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on our review of copies of the filings under Section 16(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") received by
us, we believe that during the fiscal year ended March 31, 1999 our directors,
executive officers and beneficial owners of greater than ten percent of our
common stock filed all required reports under Section 16 of the Exchange Act,
except that each of Thomas Fabbricatore and Anthony Vermette, each an executive
officer, inadvertently failed to report on a timely basis one transaction, and
Katherine D. Courage, a director filed her Form 3 late.
ITEM 11. EXECUTIVE COMPENSATION
The following table provides summary information concerning compensation of
CTC Communications' Chief Executive Officer and each of the four other most
highly paid executive officers (the "Named Executive Officers") during the
fiscal year ended March 31, 1999:
24
Summary Compensation Table
Long Term Compensation
-----------------------------
Fiscal Securities
---------- ----------
Year Ended Annual Underlying All Other
---------- ------ ---------- ---------
March 31, Salary Bonus Options (#)(1) Compensation
---------- ------ ----- -------------- -------------
Robert J. Fabbricatore, .................. 1999 $240,000 $78,000 150,000 $20,900/(2)/
Chairman and Chief 1998 240,000 60,000 150,000 19,550/(2)/
Executive Officer 1997 240,000 60,000 -- 18,075/(2)/
Steven C. Jones, ......................... 1999 150,000 75,000 -- 3,375/(3)/
Executive Vice President, 1998 12,500 -- 300,000 --
Chief Financial Officer and 1997 -- -- -- --
Director of Corporate Development/(4)/
Steven P. Milton, ........................ 1999 150,000 54,500 100,000 5,625/(3)/
President and Chief 1998 100,000 40,000 150,000 4,200/(3)/
Operating Officer 1997 100,000 40,000 -- 4,075/(3)/
David E. Mahan, .......................... 1999 110,000 52,000 20,000 4,440/(3)/
Vice President-- 1998 100,000 40,000 260,000 4,075/(3)/
Marketing and Strategic Planning 1997 100,000 40,000 -- 4,075/(3)/
John D. Pittenger, ....................... 1999 100,000 62,000 36,000 4,860/(3)/
Executive Vice President-- 1998 90,000 36,000 80,000 3,900/(3)/
Finance and Administration, 1997 86,100 34,000 -- 3,437/(3)/
Treasurer and Clerk
- ---------------
(1) On March 20, 1998 we repriced all previously granted options that had an
exercise price in excess of $7.19 per share. The 1998 information includes
75,000, 75,000, 130,000 and 40,000 shares underlying options previously
granted to Messrs. Fabbricatore, Milton, Mahan and Pittenger that were
canceled as a result of the repricing.
(2) Includes 50% matching contributions in the amounts of $4,800, $4,750 and
$4,500 in 1999, 1998 and 1997 to the CTC Communications Corp. 401(k) Savings
Plan. Also included is the actuarial benefit on the "split-dollar" life
insurance policy for the benefit of Mr. Fabbricatore in the amounts of
$16,100, $14,800 and $13,575 in 1999, 1998 and 1997.
(3) Includes 50% matching contributions to the CTC Communications Corp. 401(k)
Savings Plan.
(4) Mr. Jones began working for CTC Communications on February 27, 1998 and
resigned on April 21, 1999. Does not include $135,879 of severance benefits
that we paid to Mr. Jones after March 31, 1999.
Option Grants in Last Fiscal Year
The following table sets forth the aggregate number of stock options
granted to each of the Named Executive Officers during the fiscal year ended
March 31, 1999. Options are exercisable for our common stock. No options were
granted to Mr. Jones in the last fiscal year.
25
Potential Realizable
---------------------
Number of Percent of Value at Assumed
------------ ------------- ---------------------
Securities Total Options Annual Rate of
------------ ------------- ---------------------
Underlying Granted to Exercise Stock Price
------------ ------------- ---------- ---------------------
Options Employees in Price Expiration Appreciation for
------------ ------------- ---------- ----------- ---------------------
Granted (#) Fiscal Year ($/Share) Date Option Term
------------ ------------- ---------- ----------- ---------------------
5% 10%
-------- --------
Robert J. Fabbricatore .... 50,000 4.2% 20.00 2/17/2003 (353,882) (184,679)
50,000 4.2% 15.00 2/17/2003 (103,882) 65,321
50,000 4.2% 11.138 2/17/2003 89,243 258,446
Steven P. Milton .......... 33,000 3% 20.00 2/17/2003 (233,562) (122,996)
33,000 3% 15.00 2/17/2003 (68,562) 43,112
34,000 3% 10.125 2/17/2003 95,110 210,168
David E. Mahan ............ 20,000 2% 10.125 2/17/2003 55,947 123,628
John D. Pittenger ......... 36,000 3% 10.125 2/17/2003 100,705 222,531
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
The following table sets forth information concerning the exercise of
options by the Named Executive Officers during the fiscal year ended March 31,
1999 and the March 31, 1999 aggregate value of unexercised options held by each
of the Named Executive Officers.
Number of Securities Value of Unexercised
--------------------- ----------------------
Underlying Unexercised in-the-Money Options
---------------------- ----------------------
Options at Fiscal at Fiscal Year End ($)
----------------- ----------------------
Shares Year-End (#)(1) (1)(2)
------ --------------- -------
acquired on Value Exercisable/ Exercisable/
----------- ----- ------------ ------------
exercise(#) Realized ($) Unexercisable Unexercisable
----------- ----------- ------------- -------------
Robert J. Fabbricatore ..... -- -- 89,806 168,750 445,384 266,625
- ---------------------------
Steven C. Jones/(3)/ ....... -- -- 150,000 150,000 796,875 796,875
Steven P. Milton ........... -- -- 79,750 131,250 501,482 312,019
David E. Mahan ............. -- -- 100,000 100,000 605,265 474,645
John D. Pittenger .......... -- -- 58,000 57,000 420,096 216,360
(1) All shares and amounts, as necessary, have been adjusted to reflect the 25%
common stock dividend effected in March 1995, the three-for-two stock split
effected in July 1995 and the two-for-one stock split effected in October
1995.
(2) Assumes a fair market value of the Common Stock at March 31, 1999 of $12.375
per share.
(3) In connection with Mr. Jones resignation in April 1999, we vested an
additional 37,500 options and extended the exercise period of his vested
options until April 21, 2004.
Director Compensation
Non-employee directors receive an annual retainer of $10,000. On February 17,
1999, we granted Messrs. Sillari, Murphy and Hermann options to purchase 10,000
shares of our common stock. We also granted Messrs. Nicholson, Maroni and
Santagati options to purchase 20,000 shares of our common stock. All of the
above options were at a purchase price of $10.125 per share. At the same time we
granted Robert Fabbricatore options to purchase 50,000 shares of our common
stock at a purchase price of $11.1375, 50,000 shares at a purchase price of
$15.00 per share and 50,000 shares at a purchase price of $20.00 per share. On
January 19, 1999, we granted Mr. Redfield an option to purchase 40,000 shares of
our common stock at a purchase price of $11.25 per share. On April 5, 1999, we
26
granted Ms. Courage an option to purchase 40,000 shares of our common stock at a
purchase price of $12.375 per share. On May 5, 1999, we granted Mr. Troupe an
option to purchase 25,000 shares of common stock at a purchase price of $18.875
per share.
Committees of the Board of Directors
CTC Communications' board of directors has established an audit committee, a
compensation committee and a nominating committee.
The audit committee consists of Messrs. Murphy and Hermann. The audit
committee is responsible for reviewing the internal accounting controls of CTC
Communications, meeting and conferring with our independent auditors and
reviewing the results of the accountants' auditing engagement.
The compensation committee consists of Messrs. Maroni, Santagati and Murphy.
The compensation committee establishes compensation and benefits for our senior
executives. The committee also determines the number and terms of stock options
granted to employees, directors and consultants under our stock option plans.
The nominating committee consists of Messrs. Santagati, Murphy and Sillari.
The nominating committee recommends candidates for nomination to the board of
directors. The committee also reviews and makes recommendations regarding
compensation for non-employee directors.
Voting Agreement
Pursuant to a voting agreement between Robert J. Fabbricatore and certain of
his affiliates and Spectrum, Mr. Fabbricatore and certain of his affiliates
agreed to vote at each annual or special meeting at which directors of CTC
Communications or CTC Group are to be elected all of the shares of common stock
held by them in favor of two persons designated by a majority of the outstanding
shares of Series A preferred stock as nominees for directors, subject to certain
limitations based on the number of shares of Series A preferred stock
outstanding at any time. As of June 10, 1999, Spectrum owned 657,555 of the
666,666 shares, or 98.6%, of the Series A preferred stock outstanding. Kevin J.
Maroni and Robert A. Nicholson, partners of Spectrum and designees of the Series
A preferred stockholders, are Class III directors of CTC Communications.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Common Stock
The following table sets forth information as of June 9, 1999 with respect to
the beneficial ownership of CTC Communications common stock by:
. each person known by us to beneficially own more than 5% of the
outstanding shares of our common stock;
. our directors and our Named Executive Officers; and
. all executive officers and directors as a group.
Based on the information furnished by the beneficial owners of the common stock
listed below, we believe that each such stockholder exercises sole voting and
investment power with respect to the shares beneficially owned.
27
Beneficial Ownership
--------------------
Name Number Percent
- ---- --------- --------
Robert J. Fabbricatore(1) 2,830,870 27.0%
Spectrum Equity Investors II, L.P.(2) 1,641,817 13.7%
Kevin J. Maroni(2)(3) 1,646,817 13.7%
Robert A. Nicholson(2)(4) 1,647,906 13.7%
Goldman, Sachs & Co. (5) 662,600 6.0%
Henry Hermann(6) 225,755 2.2%
Richard J. Santagati(7) 96,000 *
Carl Redfield(8) 24,000 *
J. Richard Murphy(9) 25,167 *
Ralph C. Sillari(10) 6,334 *
Katherine Dietze Courage (11) 10,000 *
Steven P. Milton(12) 489,432 4.7%
David E. Mahan(13) 187,100 1.8%
John D. Pittenger(14) 263,588 2.5%
Steven C. Jones(15) 237,500 2.2%
Ralph S. Troupe(16) 6,250 *
All directors and executive
officers as a group (17 persons)(17) 6,571,082 54.4%
- ---------------
*Less than 1%.
(1) Includes 62,498 shares owned by Mr. Fabbricatore as trustee of a trust for
his children and 1,133,239 shares as a general partner of a family
partnership; also includes 108,556 shares issuable upon exercise of options
exercisable within 60 days of June 9, 1999. Mr. Fabbricatore's address is
c/o CTC Communications Corp., 360 Second Avenue, Waltham, Massachusetts
02451.
(2) Includes 187,066 shares issuable upon the exercise of warrants exercisable
within 60 days of June 9, 1999 and 1,457,124 shares issuable upon
conversion of Series A Preferred Stock as of June 9, 1999. As partners of
Spectrum Equity Investors II, L.P., Mr. Maroni, Mr. Nicholson, Mr. Collatos
and Brion B. Applegate may be deemed to be beneficial owners of the shares
owned by Spectrum. The address of Spectrum and its partners is One
International Place, 29th Floor, Boston, Massachusetts 02110.
(3) Includes 5,000 shares issuable to Mr. Maroni upon the exercise of options
exercisable within 60 days of June 9, 1999. The address of Spectrum and
its partners is One International Place, 29th Floor, Boston, Massachusetts
02110.
(4) Includes 83 shares issuable to Mr. Nicholson upon the exercise of warrants
and 5,000 shares issuable upon the exercise of options exercisable within
60 days of June 9, 1999, and 924 shares issuable upon conversion of Series
A Preferred Stock as of June 9, 1999. The address of Spectrum and its
partners is One International Place, 29th Floor, Boston, Massachusetts
02110.
(5) Includes 662,600 shares issuable upon exercise of a warrant exercisable
within 60 days of June 9, 1999. The address of Goldman, Sachs & Co. is 85
Broad St., New York, NY 10004.
(6) Includes 9,750 shares held by Mr. Hermann's spouse and 20,167 shares
issuable upon the exercise of options exercisable within 60 days of June 9,
1999.
(7) Includes 21,000 shares issuable to Mr. Santagati upon the exercise of
options exercisable within 60 days of June 9, 1999.
(8) Includes 10,000 shares issuable to Mr. Redfield upon the exercise of
options exercisable within 60 days of June 9, 1999.
(9) Includes 24,167 shares issuable to Mr. Murphy upon the exercise of options
exercisable within 60 days of June 9, 1999.
(10) Includes 5,834 shares issuable to Mr. Sillari upon the exercise of options
exercisable within 60 days of June 9, 1999.
(11) Includes 10,000 shares issuable to Ms. Courage upon the exercise of options
exercisable within 60 days of June 9, 1999.
(12) Includes 4,500 shares owned by Mr. Milton as trustee of a trust for his
children and 98,500 shares issuable upon the exercise of options
exercisable within 60 days of June 9, 1999.
28
(13) Includes 120,000 shares issuable to Mr. Mahan upon the exercise of options
exercisable within 60 days of June 9, 1999.
(14) Includes 65,000 shares issuable to Mr. Pittenger upon the exercise of
options exercisable within 60 days of June 9, 1999.
(15) Includes 187,500 shares issuable to Mr. Jones upon the exercise of options
exercisable within 60 days of June 9, 1999.
(16) Includes 6,250 shares issuable to Mr. Troupe upon the exercise of options
exercisable within 60 days of June 9, 1999.
(17) Includes the shares described in footnotes (1) through (4) and (6) through
(14) and (16) above.
Preferred Stock
As of June 9, 1999, Spectrum owned 657,555, or 98.6%, of the outstanding
Series A convertible preferred stock of CTC Communications.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We lease office from a trust, of which Robert J. Fabbricatore, our Chairman
and Chief Executive Officer, is a beneficiary, office space in Springfield,
Massachusetts. Until March 1, 1999 we also leased office space from another
trust, of which Robert J. Fabbricatore is a beneficiary. Rental payments under
the leases totaled approximately $125,904 for the last fiscal year. We also
sublease space at our Waltham facility at our cost to Comm-Tract Corp., a
company in which Mr. Fabbricatore is a principal stockholder. Sublease income
totaled $106,293 for the last fiscal year. We also contract with Comm-Tract
Corp. for the installation of telephone lines and for the service and
maintenance of equipment marketed by CTC Communications. During the last fiscal
year, Comm-Tract Corp. provided us with services, inventory and equipment
totaling $499,257. We believe that the payments to the trusts and Comm-Tract
Corp. are comparable to the costs for such services, inventory and equipment,
and for rentals of similar facilities, which we would be required to pay to
unaffiliated individuals in arms-length transactions.
Carl Redfield, one of our directors, is an executive officer of Cisco. We
have purchased, and expect to continue purchasing, most of our network equipment
from Cisco. Also, we have entered into a vendor facility with Cisco Capital, an
affiliate of Cisco. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Description of Senior Secured
Facilities."
Ralph Sillari, one of our directors, is an Executive Vice President of
Fleet National Bank. We have entered into a senior secured credit facility with
Fleet National Bank. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Description of Senior Secured
Facilities."
Katherine D. Courage, one of our directors, is a Managing Director of
Credit Suisse First Boston, one of the underwriters of the offering. Ms. Courage
is also a director of NorthEast Optic Network. We have commitments with
NorthEast Optic Network for the provision of leased transmission facilities.
Ralph S. Troupe, who became a director in May 1999, is Vice President of
North American Field Operations, East at International Network Services, or INS.
We have engaged INS to design, engineer and build out our network in our
existing markets. We have outstanding commitments to INS of approximately $1
million.
Goldman Sachs Credit Partners, L.P., a beneficial owner of more than five
percent of our common stock, is a lender under our senior secured credit
facility. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Description of Senior Secured Facilities."
29
PART IV
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements:
Balance Sheets as of March 31, 1999 and 1998.
Statements of Operations for the years ended March 31, 1999, 1998
and 1997.
Statements of Stockholders' Equity for the years ended December
31, 1999, 1998 and 1997.
Statements of Cash Flows for the years ended December 31, 1999,
1998 and 1997.
Notes to Financial Statements
(2) Financial Statement Schedules:
Schedule II - Valuation and Qualifying Accounts
(3) Exhibits:
The following Exhibits are either filed herewith or have
heretofore been filed with the Securities and Exchange Commission
and are referred to and incorporated herein by reference to such
filings.
Exhibit No. Title
- ----------- -----
2.1 Agreement and Plan of Reorganization dated as of November 16, 1998
among CTC Communications Group, Inc., CTC Communications Corp. and
CTC-Newco, Inc. (9)
3.1 Restricted Articles of Organization, as amended (4)
3.2 Amended and Restated By-Laws (4)
4.1 Form of Common Stock Certificate (3)
9.1 Voting Agreement dated April 10, 1998 among Robert Fabbricatore and
certain of his affiliates and Spectrum (5)
10.1 1996 Stock Option Plan, as amended (1)
10.2 1993 Stock Option Plan (3)
10.3 Employee Stock Purchase Plan (2)
10.4 Lease for premises at 360 Second Ave., Waltham, MA (3)
10.5 Sublease for premises at 360 Second Ave., Waltham, MA (3)
10.6 Lease for premises at 110 Hartwell Ave., Lexington, MA (3)
10.7 Lease for premises at 120 Broadway, New York, NY (3)
10.8 Agreement dated February 1, 1996 between NYNEX and CTC Communications
Corp. (3)
10.9 Agreement dated May 1, 1997 between Pacific Bell and CTC
Communications Corp. (3)
10.10 Agreement dated January 1, 1996 between SNET America, Inc. and CTC
Communications Corp. (3)
10.11 Agreement dated June 23, 1995 between IXC Long Distance Inc. and CTC
Communications Corp., as amended (3)
10.12 Agreement dated August 19, 1996 between Innovative Telecom Corp. and
CTC Communications Corp. (3)
10.13 Agreement dated October 20, 1994 between Frontier Communications
International, Inc. and CTC Communications Corp., as amended (3)
30
10.14 Agreement dated January 21, 1997 between Intermedia Communications
Inc. and CTC Communications Corp. (3)
10.15 Employment Agreement between CTC Communications Corp. and Steven Jones
dated February 27, 1998 (5)
10.16 Securities Purchase Agreement dated April 10, 1998 among CTC
Communications Corp. and the Purchasers named therein (4)
10.17 Registration Rights Agreement dated April 10, 1998 among CTC
Communications Corp. and the Holders named therein (4)
10.18 Form of Warrant dated April 10, 1998 (4)
10.19 Loan and Security Agreement dated as of September 1, 1998 by and
between CTC Communications Corp., Goldman Sachs Credit Partners L.P.
and Fleet National Bank (6)
10.20 Agreement with Cisco Systems Capital Corp. dated as of October 14,
1998 (7)
10.21 Warrant dated July 15, 1998 issued to Spectrum (8)
10.22 Lease for premises at 220 Bear Hill Rd., Waltham, MA (8)
10.23 Warrant dated September 1, 1998 issued to Goldman Sachs & Co. (8)
10.24 Warrant dated September 1, 1998 issued to Fleet National Bank (8)
10.25 1998 Incentive Plan (1)
10.26 Loan Agreement dated as of March 15, 1999 by and between CTC
Communications Corp, TD Dominion (Texas), Inc. and TD Securities
(USA), Inc. (9)
10.27 Warrant dated March 24, 1999 issued to Toronto Dominion (Texas), Inc.
(9)
23 Consent of Ernst & Young LLP (11)
27 Financial Data Schedule (11)
99 Risk Factors (11)
(1) Incorporated by reference to an Exhibit filed as part of CTC
Communications Corp. Registration Statement on Form S-8 (File No. 333-
68767).
(2) Incorporated by reference to an Exhibit filed as part of CTC
Communications Corp. Registration Statement on Form S-8 (File No. 33-
44337).
(3) Incorporated by reference to an Exhibit filed as part of CTC
Communications Corp. Annual Report on Form 10-K for the Fiscal Year
Ended March 31, 1997.
(4) Incorporated by reference to an Exhibit filed as part of CTC
Communications Corp. Current Report on Form 8-K dated May 15, 1998.
(5) Incorporated by reference to an Exhibit filed as part of CTC
Communications Corp. Annual Report on Form 10-K for the Fiscal Year
Ended March 31, 1998.
(6) Incorporated by reference to an Exhibit filed as part of CTC
Communications Corp. Current Report on Form 8-K dated October 2, 1998.
(7) Incorporated by reference to an Exhibit filed as part of CTC
Communications Corp. Current Report on Form 8-K dated November 6,
1998.
(8) Incorporated by reference to an Exhibit filed as part of CTC
Communications Corp. Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998.
(9) Incorporated by reference to an Exhibit filed as part of CTC
Communications Corp. Registration Statement on Form S-1 (File No. 333-
77709).
(10) Incorporated by reference to an Appendix filed as part of CTC
Communications Corp. Schedule 14A (Amendment No. 2) filed on June 4,
1999.
(11) Filed herewith.
31
(4) Reports on Form 8-K
The Company filed the following reports on Form 8-K during the quarter
ended March 31, 1999:
Date Items Reported
---- --------------
1. January 11, 1999 Announcement of Agreements with Level 3
Communications and NorthEast Optic Network.
2. January 19, 1999 Announcement of Maine Public Utilities
Commission and Rhode Island Public Utilities Commission rulings.
3. January 20, 1999 Announcement of third quarter access line
equivalents
4. February 2, 1999 Announcement of addition of Mr. Carl Redfield
to the Company's Board of Directors
5. March 11, 1999 Announcement of settlement of Bell Atlantic
litigation
32
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 ON THIS 11TH DAY OF
JUNE 1999.
CTC Communications Corp.
By: /s/ Robert J. Fabbricatore
----------------------------------------
CHAIRMAN AND CEO
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT IN THE CAPACITIES AND ON THE DATES INDICATED:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert J. Fabbricatore Chairman of the Board June 11, 1999
- ---------------------------- and Chief Executive
Robert J. Fabbricatore Officer, Director
/s/ John D. Pittenger Chief Financial Officer June 11, 1999
- ----------------------------
John D. Pittenger
/s/ Katherine D. Courage Director June 11, 1999
- ----------------------------
Katherine D. Courage
/s/ Henry Hermann Director June 11, 1999
- ----------------------------
Henry Hermann
/s/ Kevin J. Maroni Director June 11, 1999
- ----------------------------
Kevin J. Maroni
/s/ J. Richard Murphy Director June 11, 1999
- ----------------------------
J. Richard Murphy
/s/ Robert A. Nicholson Director June 11, 1999
- ----------------------------
Robert A. Nicholson
Director June , 1999
- ----------------------------
Carl Redfield
/s/ Richard J. Santagati Director June 11, 1999
- ----------------------------
Richard J. Santagati
/s/ Ralph C. Sillari Director June 11, 1999
- ----------------------------
Ralph C. Sillari
/s/ Ralph S. Troupe Director June 11, 1999
- ----------------------------
Ralph S. Troupe
33
CTC Communications Corp.
Index to Financial Statements
Audited Financial Statements
Report of Independent Auditors............................................ F-2
Balance Sheets as of March 31, 1999 and 1998.............................. F-3
Statements of Operations for the years ended March 31, 1999, 1998 and
1997..................................................................... F-4
Statements of Stockholders' Equity (Deficit) for the years ended March 31,
1999, 1998 and 1997...................................................... F-5
Statements of Cash Flows for the years ended March 31, 1999, 1998 and
1997..................................................................... F-6
Notes to Financial Statements............................................. F-7
F-1
Report of Independent Auditors
Board of Directors
CTC Communications Corp.
We have audited the accompanying balance sheets of CTC Communications Corp.,
as of March 31, 1999 and 1998, and the related statements of operations,
stockholders' equity (deficit), and cash flows for each of the three years in
the period ended March 31, 1999. Our audits also included the financial
statement schedule listed in the Index at Item 14(a). These financial statements
and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CTC Communications Corp. at
March 31, 1999 and 1998, and the results of its operations and its cash flows
for each of the three years in the period ended March 31, 1999, in conformity
with generally accepted accounting principles. Also, in our opinion, the related
financial statement schedule, when considered in relation to the financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.
Ernst & Young LLP
May 19, 1999
Boston, Massachusetts
F-2
CTC Communications Corp.
Balance Sheets
March 31,
-------------------------
1999 1998
------------ -----------
Assets
Current Assets:
Cash and cash equivalents......................... $ 2,254,258 $ 2,167,930
Accounts receivable, less allowance for doubtful
accounts of $1,717,000 and $492,000 in 1999 and
1998, respectively............................... 19,200,931 17,288,183
Prepaid commissions............................... 2,500,000 287,300
Prepaid expenses and other current assets......... 1,022,198 504,436
Amounts due from officers and employees........... 55,572 84,754
Income taxes receivable........................... 2,512,310 2,152,579
------------ -----------
Total current assets................................ 27,545,269 22,485,182
Property and equipment:
Property and equipment............................ 49,417,689 13,376,970
Accumulated depreciation and amortization ........ (11,959,766) (6,837,683)
------------ -----------
37,457,923 6,539,287
Deferred income taxes............................... -- 1,834,000
Deferred financing costs, net of amortization....... 4,294,568 --
Other assets........................................ 104,085 108,885
------------ -----------
$ 69,401,845 $30,967,354
============ ===========
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
Accounts payable and accrued expenses............. $ 27,439,488 $ 8,958,476
Accrued salaries and related taxes................ 1,656,367 756,159
Current portion of obligations under capital
leases........................................... 3,230,077 231,796
Current portion of notes payable.................. 1,705,141 1,196,400
------------ -----------
Total current liabilities........................... 34,031,073 11,142,831
Obligations under capital leases, net of current
portion............................................ 8,004,366 1,114,277
Notes payable to banks, net of current portion...... 53,917,603 7,130,671
Commitments and contingencies
Series A Redeemable Convertible Preferred Stock, par
value $1.00 per share; authorized 1,000,000
shares, 726,631 and no shares issued and
outstanding at March 31, 1999 and 1998,
respectively (liquidation preference $18,640,023
at March 31, 1999)............................... 12,949,129 --
Stockholders' equity (deficit):
Common Stock, par value $.01 per share; authorized
25,000,000 shares, 10,352,513 and 9,980,661
shares issued and outstanding at March 31, 1999
and 1998, respectively........................... 103,525 99,806
Additional paid-in capital........................ 7,175,076 5,245,704
Deferred compensation............................. (212,410) (318,410)
Retained earnings (deficit) ...................... (46,535,492) 6,688,300
------------ -----------
(39,469,301) 11,715,400
Amounts due from stockholders..................... (31,025) (135,825)
------------ -----------
Total stockholders' equity (deficit)................ (39,500,326) 11,579,575
------------ -----------
$ 69,401,845 $30,967,354
============ ===========
See accompanying notes.
F-3
CTC Communications Corp.
Statements of Operations
Year Ended March 31,
--------------------------------------
1999 1998 1997
------------ ----------- -----------
Revenues:
Telecommunications revenue.......... $ 70,963,692 $16,171,716 $11,094,838
Agency commission revenue........... -- 24,775,420 29,195,261
------------ ----------- -----------
70,963,692 40,947,136 40,290,099
Operating Costs and Expenses:
Cost of telecommunications
revenues........................... 61,865,904 14,038,565 8,709,122
Selling, general and administrative
expenses........................... 57,663,458 31,491,963 23,819,714
------------ ----------- -----------
119,529,362 45,530,528 32,528,836
------------ ----------- -----------
Income (loss) from operations......... (48,565,670) (4,583,392) 7,761,263
Other Income (Expense):
Interest income..................... 184,312 145,012 201,369
Interest expense.................... (5,219,350) (106,465) (17,753)
Other............................... 77,724 174,395 15,052
------------ ----------- -----------
(4,957,314) 212,942 198,668
------------ ----------- -----------
Income (loss) before income taxes..... (53,522,984) (4,370,450) 7,959,931
Income tax expense (benefit).......... (1,527,000) (1,486,000) 3,277,000
------------ ----------- -----------
Net income (loss)..................... $(51,995,984) $(2,884,450) $ 4,682,931
============ =========== ===========
Net Income (Loss) per Common Share:
Basic............................... $ (5.24) $ (0.29) $ 0.49
============ =========== ===========
Diluted............................. $ (5.24) $ (0.29) $ 0.43
============ =========== ===========
Weighted Average Number of Shares Used
in Computing Net Income (Loss) per
Common Share:
Basic............................... 10,130,701 9,886,000 9,600,000
============ =========== ===========
Diluted............................. 10,130,701 9,886,000 10,773,000
============ =========== ===========
See accompanying notes.
F-4
CTC Communications Corp.
Statements of Stockholders' Equity (Deficit)
Common Stock Additional Retained Amounts
--------------------- Paid-In Deferred Earnings Treasury Due From
Shares Par Value Capital Compensation (Deficit) Stock Stockholders Total
---------- --------- ---------- ------------ ------------ --------- ------------ ------------
Balance at March 31,
1996................... 9,584,122 $ 95,841 $4,644,988 $ -- $ 4,889,819 $ -- $(135,825) $ 9,494,823
Issuance of stock
pursuant to employee
stock purchase plan... 8,714 87 70,088 -- -- -- -- 70,175
Exercise of employee
stock options......... 36,571 366 43,378 -- -- -- -- 43,744
Net income............. -- -- -- -- 4,682,931 -- -- 4,682,931
---------- -------- ---------- --------- ------------ --------- --------- ------------
Balance at March 31,
1997................... 9,629,407 96,294 4,758,454 -- 9,572,750 -- (135,825) 14,291,673
Issuance of stock
pursuant to employee
stock purchase plan... 9,844 98 71,662 -- -- -- -- 71,760
Exercise of employee
stock options......... 376,387 3,764 347,222 -- -- -- -- 350,986
Acquisition of treasury
stock................. -- -- -- -- -- (271,072) -- (271,072)
Retirement of treasury
stock................. (34,977) (350) (270,722) -- -- 271,072 -- --
Deferred compensation.. -- -- 339,088 (318,410) -- -- -- 20,678
Net loss............... -- -- -- -- (2,884,450) -- -- (2,884,450)
---------- -------- ---------- --------- ------------ --------- --------- ------------
Balance at March 31,
1998................... 9,980,661 99,806 5,245,704 (318,410) 6,688,300 -- (135,825) 11,579,575
Issuance of stock
pursuant to employee
stock purchase plan... 14,700 147 98,252 -- -- -- -- 98,399
Exercise of employee
stock options......... 366,482 3,665 235,806 -- -- -- (31,025) 208,446
Acquisition of treasury
stock................. -- -- -- -- -- (107,462) -- (107,462)
Retirement of treasury
stock................. (9,330) (93) (107,369) -- -- 107,462 -- --
Deferred compensation.. -- -- -- 106,000 -- -- -- 106,000
Receipt of amounts due
from stockholders..... -- -- -- -- -- -- 135,825 135,825
Issuance of common
stock purchase
warrants.............. -- -- 1,702,683 -- -- -- -- 1,702,683
Preferred stock
dividend.............. -- -- -- -- (1,079,364) -- -- (1,079,364)
Accretion of offering
costs related to
Series A Redeemable
Convertible Preferred
Stock................. -- -- -- -- (28,000) -- -- (28,000)
Accretion of warrants
related to Series A
Redeemable Convertible
Preferred Stock... -- -- -- -- (120,444) -- -- (120,444)
Net loss............... -- -- -- -- (51,995,984) -- -- (51,995,984)
---------- -------- ---------- --------- ------------ --------- --------- ------------
Balance at March 31,
1999................... 10,352,513 $103,525 $7,175,076 $(212,410) $(46,535,492) $ -- $ (31,025) $(39,500,326)
========== ======== ========== ========= ============ ========= ========= ============
See accompanying notes.
F-5
CTC Communications Corp.
Statements of Cash Flows
Year Ended March 31,
--------------------------------------
1999 1998 1997
------------ ----------- -----------
Operating Activities
Net income (loss).................... $(51,995,984) $(2,884,450) $ 4,682,931
Adjustments to reconcile net income
(loss) to net cash provided by (used
in)
operating activities:
Depreciation ...................... 3,785,827 1,283,509 742,895
Amortization....................... 2,440,217 134,357 --
Provision for doubtful accounts.... 4,988,698 1,421,000 316,669
Deferred income taxes.............. 1,834,000 (1,268,000) (289,000)
Stock-based compensation........... 106,000 20,678 --
Gain on sale of property and
equipment......................... -- (143,333) --
Changes in operating assets and
liabilities:
Accounts receivable................ (6,901,446) (7,804,363) (4,664,260)
Prepaid commissions................ (2,212,700) -- --
Prepaid expenses and other current
assets............................ (517,762) (382,937) (123,789)
Amounts due from officers and
employees......................... 29,182 -- --
Income taxes receivable............ (359,731) (2,152,579) 21,125
Other assets....................... (3,831,046) 4,800 4,800
Accounts payable and accrued
expenses.......................... 18,481,012 4,052,394 2,657,149
Accrued salaries and related
taxes............................. 900,208 -- --
Accrued income taxes............... -- (225,948) 225,948
Deferred revenue and other......... -- (6,588) (2,714)
------------ ----------- -----------
Net cash provided by (used in)
operating activities................ (33,253,525) (7,951,460) 3,571,754
Investing Activity
Additions to property and equipment.. (6,282,234) (4,765,025) (1,221,879)
------------ ----------- -----------
Net cash used in investing activity.. (6,282,234) (4,765,025) (1,221,879)
Financing Activities
Proceeds from issuance of Series A
Redeemable Convertible Preferred
Stock, net of
offering costs....................... 11,861,321 -- --
Proceeds from issuance of common
stock................................ 230,408 151,674 113,919
Amounts due from stockholders, net.... 104,800 -- --
Borrowings under notes payable........ 51,455,924 8,327,071 --
Repayment of notes payable............ (23,171,071) -- --
Repayment of capital lease
obligations.......................... (859,295) -- --
------------ ----------- -----------
Net cash provided by financing
activities........................... 39,622,087 8,478,745 113,919
------------ ----------- -----------
Increase (decrease) in cash and cash
equivalents........................... 86,328 (4,237,740) 2,463,794
Cash and cash equivalents at beginning
of year............................... 2,167,930 6,405,670 3,941,876
------------ ----------- -----------
Cash and cash equivalents at end of
year.................................. $ 2,254,258 $ 2,167,930 $ 6,405,670
============ =========== ===========
Supplemental disclosure of cash flow
information:
Cash paid for interest................ $ 2,666,613 $ 57,886 $ 16,253
Cash paid (received) for income
taxes................................ $ (3,001,000) $ 2,160,527 $ 3,318,000
Noncash investing and financing
activities:
Receipt of common stock in exercise
of stock options..................... $ 107,462 $ 271,072 $ --
Network and related equipment
acquired under capital leases........ $ 10,747,665 $ 1,343,573 $ --
Network and related equipment
acquired under notes payable......... $ 19,010,755 $ -- $ --
Common stock purchase warrants issued
in connection with notes payable and
Series A Redeemable Convertible
Preferred Stock...................... $ 1,702,683 $ -- $ --
See accompanying notes.
F-6
CTC Communications Corp.
Notes to Financial Statements
March 31, 1999
1. Nature of Business
The Company
CTC Communications Corp. (the "Company") is an integrated communications
provider ("ICP"), which offers voice and data services predominantly to medium
and large-sized business customers in New England and New York State. Prior to
becoming an ICP in January 1998, the Company had been a sales agent for Bell
Atlantic Corp. ("Bell Atlantic") since 1984. The Company has also offered long
distance and data services under its own brand name since 1994. In late 1998,
the Company began deploying a packet-switched network in its existing markets.
The Company operates in a single industry segment providing telecommunication
service to medium to large-sized business customers.
As the Company continues to deploy its network, further penetrates its
existing region and expands into new markets throughout the Boston--Washington,
D.C. corridor, the Company will need significant additional capital. The
Company believes that the proceeds of the $5,000,000 preferred stock commitment
described in Note 10 and the availability under the unsecured facility
described in Note 7 together with cash on hand and the amounts expected to be
available under its bank, lease and vendor financing arrangements will be
sufficient to fund its planned capital expenditures, working capital and
operating losses for at least the next 12 months. During this period the
Company will seek to raise additional capital through the issuance of debt or
equity securities, the timing of which will depend on market conditions. The
Company may also seek to raise additional capital through vendor financing,
equipment lease financing or bank loans.
There can be no assurance that additional financing will be available on
terms acceptable to the Company when needed. The agreements governing its
existing indebtedness limit its ability to obtain debt financing. If the
Company is unable to obtain financing when needed, it may delay or abandon its
development and expansion plans. That could have a material adverse effect on
its business, results of operations and financial condition. The actual timing
and amount of its capital requirements may be materially affected by various
factors, including the timing and actual cost of the network, the timing and
cost of its expansion into new markets, the extent of competition and pricing
of telecommunications services by others in its markets, the demand by
customers for its services, technological change and potential acquisitions.
2. Summary of Significant Accounting Policies
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities
of three months or less as cash equivalents.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and
amortization. The Company accounts for internal use software under the
provisions of AICPA Statement of Position 98-1 "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use" ("SOP 98-1").
Capitalization of costs commences when the preliminary project stage, as
defined under SOP 98-1, is completed. Amortization commences at the point that
the software components are substantially complete and ready for their intended
use. A significant portion of the network and related equipment costs is
subject to the risk of rapid technological change. Accordingly, the Company's
useful lives and depreciation policies reflect this risk. Depreciation and
amortization is provided using a combination of straight-line and accelerated
methods over the following estimated useful lives:
Furniture, fixture, and equipment............................... 3-5 years
Network and related equipment................................... 3-5 years
F-7
CTC Communications Corp.
Notes to Financial Statements--(Continued)
Leasehold improvements and assets under capital leases are amortized over
the lesser of the lease term or the useful life of the property, usually 3-5
years.
Impairment of Long-Lived Assets
In accordance with Statement of Financial Accounting Standards ("SFAS") No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of" ("SFAS No. 121"), the Company reviews its long-lived
assets, including property and equipment, and identifiable intangibles for
impairment whenever events or changes in circumstances indicate that the
carrying amount of the assets may not be fully recoverable. To determine
recoverability of its long-lived assets, the Company evaluates the probability
that future undiscounted net cash flows will be less than the carrying amount
of the assets. Impairment is measured at fair value. SFAS No. 121 had no effect
on the Company's financial statements.
Revenue Recognition
Telecommunications revenue is recognized as usage accrues. Agency revenue is
recognized when services are ordered and, if commissions are based on usage,
revenues are recognized as usage accrues. Provisions for cancellations are made
at the time revenue is recognized, and actual experience prior to the
developments described in Note 4 had consistently been within management's
estimates.
Deferred Financing Costs
In connection with certain financing arrangements consummated during fiscal
1999, the Company capitalized $5,398,529 of deferred financing costs. These
costs represent professional and debt origination fees, including the value of
common stock purchase warrants issued to lenders, and are being amortized over
the lives of the respective agreements. For the year ended March 31, 1999, the
Company recorded amortization of $1,103,961 related to deferred financing
costs.
Income Taxes
The Company provides for income taxes under the liability method prescribed
by SFAS No. 109, "Accounting for Income Taxes." Under this method, deferred
income taxes are recognized for the future tax consequences of differences
between the tax and financial accounting bases of assets and liabilities at
each year end. Deferred income taxes are based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income (loss). Valuation allowances are established
when necessary to reduce deferred tax assets to the amounts expected to be
realized.
Income (Loss) Per Share
In 1997, the Financial Accounting Standards Board ("FASB") issued SFAS No.
128 "Earnings per Share" ("SFAS No. 128"). SFAS No. 128 replaced the
calculation of primary and fully diluted earnings per share with basic and
diluted earnings per share. Unlike primary earnings per share, basic earnings
per share excludes any dilutive effects of options, warrants and convertible
securities. Diluted earnings per share is similar to the previously reported
fully diluted earnings per share. All income (loss) per share amounts for all
periods have been presented, and where appropriate, restated to conform to the
SFAS No. 128 requirements.
F-8
CTC Communications Corp.
Notes to Financial Statements--(Continued)
Risks and Uncertainties
Concentration of Credit Risk
Financial instruments which potentially subject the Company to a
concentration of credit risk principally consist of cash, cash equivalents and
accounts receivable. Concentration of credit risk with respect to accounts
receivable in fiscal 1999 was minimized by the large number of customers across
New England and New York State. The Company reduces its risk of loss through
periodic review of customer creditworthiness and generally does not require
collateral. The carrying amount of cash and cash equivalents and accounts
receivable approximates fair value due to the short maturity of those
instruments.
Significant Estimates and Assumptions
The financial statements have been prepared in conformity with generally
accepted accounting principles. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make significant estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Significant estimates and assumptions
made by management affect the Company's allowance for doubtful accounts,
cancellation of orders and certain accrued expenses. Actual results could
differ from those estimates.
Accounting for Stock Options
The Company grants stock options for a fixed number of shares to employees
with an exercise price at least equal to the fair value of the shares at the
date of the grant. The Company has elected to follow Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB No. 25")
and related interpretations in accounting for its employee stock options
because the alternative fair value accounting provided for under SFAS No. 123,
"Accounting for Stock-Based Compensation" ("SFAS No. 123"), requires use of
option valuation models that were not developed for use in valuing employee
stock options. Under APB No. 25, because the exercise price of the Company's
employee stock options equals the market price of the underlying stock on the
date of grant, no compensation expense is recognized.
Stock options and other stock-based awards to non-employees are accounted
for based on the provisions of SFAS No. 123.
Leases
Leases, in which the Company is the lessee, which transfer substantially all
of the risks and benefits of ownership are classified as capital leases, and
assets and liabilities are recorded at amounts equal to the lesser of the
present value of the minimum lease payments or the fair value of the leased
properties at the beginning of the respective lease terms. Interest expense
relating to the lease liabilities is recorded to effect constant rates of
interest over the terms of the lease. Leases which do not meet such criteria
are classified as operating leases and the related rentals are charged to
expense as incurred.
Recent Accounting Pronouncements
During 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS No. 133") was issued. SFAS No. 133 requires
companies to record derivatives on the balance sheet as assets or liabilities,
measured at fair value. Gains or losses resulting from changes in the values of
those derivatives
F-9
CTC Communications Corp.
Notes To Financial Statements--(Continued)
would be accounted for depending on the use of the derivative and whether it
qualifies for hedge accounting. SFAS No. 133 is effective beginning in 2000.
The adoption of SFAS No. 133 is not expected to have a material impact on the
financial position or of results of operations of the Company.
3. Property and Equipment
Property and equipment, at cost, and related accumulated depreciation and
amortization balances are as follows:
March 31,
---------------------- ---
1999 1998
----------- ----------
Furniture, fixtures and equipment.................... $ 4,358,950 $3,246,237
Network and related equipment........................ 31,309,749 7,946,704
Leasehold improvements............................... 1,657,752 840,456
Assets under capital lease........................... 12,091,238 1,343,573
----------- ----------
49,417,689 13,376,970
Less accumulated depreciation and amortization....... 11,959,766 6,837,683
----------- ----------
$37,457,923 $6,539,287
=========== ==========
4. Bell Atlantic Litigation
In December 1997, the Company terminated its agency contract and filed suit
against Bell Atlantic in Federal District Court for breach of contract,
including the failure of Bell Atlantic to pay approximately $11,500,000 of
agency commissions owed to the Company. The Company also asserted violations by
Bell Atlantic of the antitrust laws and Telecommunications Act. On February 24,
1999 the Company settled the lawsuit. Under terms of the settlement, the
Company received cash and other consideration. As a result of the settlement
the Company wrote off approximately $1,500,000 of accounts receivable. In
addition, the Company paid $1,200,000 of legal costs previously accrued as of
March 31, 1998 attributable to the collection effort to recover the Bell
Atlantic receivable and incurred approximately $7,800,000 of legal and other
expenses during fiscal year 1999 associated with the litigation.
5. Related-Party Transactions
The installation of certain telecommunications equipment is generally
subcontracted to a company controlled by the Chairman of the Company. In
addition, equipment is purchased from this company. Amounts paid to this
company for hardware and services, based on fair market value, aggregated
$499,257, $232,775 and $97,190 during fiscal 1999, 1998 and 1997, respectively.
The Company leases office space from trusts in which the Chairman is a
beneficiary. Rent expense for these facilities aggregated $125,904, $132,656
and $132,656 in fiscal 1999, 1998 and 1997, respectively. One of those leases
expired during fiscal 1999. The remaining lease expires during fiscal 2002.
The Company subleases space to a company controlled by the Chairman of the
Company. Terms of the sublease are identical to those included in the Company's
lease. Sublease rental income totaled $106,293, $119,416 and $80,416 in fiscal
1999, 1998 and 1997, respectively.
F-10
CTC Communications Corp.
Notes To Condensed Financial Statements--(Continued)
6. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consist of the following:
March 31,
----------------------
1999 1998
----------- ----------
Trade accounts payable............................... $17,788,702 $5,837,449
Accrued cost of telecommunications revenue........... 5,475,143 1,171,119
Sales taxes payable.................................. 3,829,809 688,033
Bell Atlantic litigation expenses.................... -- 1,200,000
Other................................................ 345,834 61,875
----------- ----------
$27,439,488 $8,958,476
=========== ==========
7. Financing Arrangements
In July 1998, the Company consummated a $20,000,000 interim bank credit
facility (the "Interim Credit Facility"). In connection with this agreement,
the Company issued 55,555 warrants to purchase common stock to Spectrum Equity
Investors II, L.P. in consideration for the commitment by Spectrum that upon
the Company's request on or before June 30, 1999, Spectrum would purchase
$5,000,000 of convertible preferred stock. Borrowings under the Interim Credit
Facility were repaid by proceeds from a revolving line of credit consummated in
September 1998, as described below.
In September 1998, the Company entered into a revolving line of credit
agreement (the "Revolving Line of Credit") with a consortium of lenders,
providing for a three year senior secured credit facility of up to $75,000,000.
Advances under the Revolving Line of Credit bear interest at the prime rate
plus 1.75% per annum. The outstanding debt is secured by all the Company's
assets excluding those acquired through purchase money financing. The Company
is required to pay a commitment fee of 0.5% per annum on any unused amounts
under the Revolving Line of Credit, as well as a monthly line fee of $150,000.
The availability of the initial $15,000,000 is not subject to specific
restrictions. However, the availability of the balance of $60,000,000 of the
Revolving Line of Credit is based upon trailing 120 day accounts receivable
collections, reducing to trailing 90 days of collections by March 31, 2000. The
Company paid a one-time up front fee of $2,531,250, representing 3.375% of the
facility. A termination penalty of $1,500,000 applies during the first eighteen
months of the term of the Revolving Line of Credit. Warrants to purchase an
aggregate of 974,412 shares of the Company's common stock at an exercise price
of $6.75 per share were issued to the lenders in connection with the
transaction. The value of the warrants is being amortized and included in
interest expense over the three year term of the Revolving Line of Credit. The
Revolving Line of Credit provides for certain financial and operational
covenants, including, but not limited to, minimum quarterly revenues, minimum
earnings before interest, taxes, depreciation, amortization, and non-recurring
charges for rolling six-month periods, and a minimum quarterly number of
provisioned access line equivalents. As of March 31, 1999, the Company had
availability under the Revolving Line of Credit of $45,200,000. Aggregate
outstanding borrowings were $36,145,000 at March 31, 1999.
In October 1998, the Company entered into a three year vendor financing
facility (the "Vendor Financing Facility"). Under the terms of the agreement,
the Company agreed to a $25,000,000 volume purchase commitment from this
vendor. The Vendor Financing Facility also provides that up to an aggregate of
$10,000,000 may be borrowed to pay for costs associated with the integration of
this vendor's equipment. Outstanding borrowings under the Vendor Financing
Facility are secured by all products purchased from the vendor, all products
purchased by the first $15,000,000 of the Vendor Financing Facility, and a
subordinated security interest in all other assets of the Company. Outstanding
borrowings bear interest at 12.5% per annum. The Company is also required to
pay a facility fee of $15,000 per month and a commitment fee of 0.50% per
F-11
CTC Communications Corp.
Notes to Condensed Financial Statements--(Continued)
annum on any unused amounts under the Vendor Financing Facility. The terms
provide for repayment, at the end of the ninth, tenth and eleventh quarterly
periods, of 5% of the lesser of the outstanding balance, as defined, of the
Vendor Financing Facility and $15,000,000. The remaining principal is due at
the end of the three year term. As of March 31, 1999, the Company had an
outstanding balance of $15,425,998 and availability of $9,574,002. The
outstanding balance at March 31, 1999 includes amounts due to suppliers of
$2,926,000 financed subsequent to that date.
In March 1999, the Company entered into an unsecured credit facility (the
"Credit Facility") with a bank. Under this Credit Facility, the Company may
borrow $10,000,000 which is not subject to specific restrictions, and another
$20,000,000 at such time that the Company raises an additional $5,000,000 of
equity. Additional commitment fees will be due the bank if an outstanding
balance exists on the dates six months, nine months and one year after closing.
The Company is required to pay a quarterly availability fee of 1% of the unused
balance as well as a fee on any advances. Warrants to purchase 69,216 shares of
the Company's common stock at an exercise price of $11.8125 were issued in
connection with the Credit Facility and contingent warrants to purchase up to
573,913 shares of common stock at an exercise price of up to $11.8125 per share
may be issued to the lender if advances under the Credit Facility are
outstanding six months after the closing date of the Credit Facility. The value
of the warrants to purchase 69,216 shares of common stock has been capitalized
and is being amortized ratably over the then remaining term of the Credit
Facility as interest expense. In the event any contingent warrants are issued,
the value of the warrants will be capitalized and amortized over the then
remaining term of the Credit Facility as interest expense. Interest is payable
based upon a variable rate, which increases over the term of the agreement. The
Credit Facility expires June 2000.
The Credit Facility provides for certain financial and operational
covenants. No amounts were outstanding under this facility at March 31, 1999.
In order to satisfy the $5,000,000 equity requirement to borrow the full
$30,000,000 under the Credit Facility, the Company has the ability and intends
to call the $5,000,000 preferred stock commitment described in Note 10--
Preferred Stock if, by June 30, 1999, the Company has not received a
replacement equity commitment of $5,000,000 or received a waiver of the
$5,000,000 equity requirement included in the Credit Facility.
Notes payable consisted of the following:
March 31,
-----------------------
1999 1998
----------- ----------
Revolving Line of Credit........................... $36,145,000 $ --
Revolving and working capital line of credit....... -- 7,345,071
Equipment line of credit........................... -- 982,000
Vendor Financing Facility.......................... 15,425,998 --
Notes payable for network and related equipment.... 4,051,746 --
----------- ----------
55,622,744 8,327,071
Less current portion............................... (1,705,141) (1,196,400)
----------- ----------
$53,917,603 $7,130,671
=========== ==========
F-12
CTC Communications Corp.
Notes to Condensed Financial Statements--(Continued)
Long-term debt matures as follows:
Year ending March 31:
2000........................................................... $ 1,705,141
2001........................................................... 2,059,302
2002........................................................... 51,858,301
-----------
$55,622,744
===========
8. Leases
The Company leases office facilities under long-term lease agreements
classified as operating leases. The following is a schedule of future minimum
lease payments, net of sublease income, for operating leases as of March 31,
1999:
Sublease
Operating Rental
Leases Income Net
---------- --------- ----------
Year ending March 31:
2000...................................... $2,094,925 $(109,897) $1,985,028
2001...................................... 2,007,121 (111,420) 1,895,701
2002...................................... 1,912,473 (111,420) 1,801,053
2003...................................... 1,668,232 (111,420) 1,556,812
2004...................................... 918,614 (111,420) 807,194
Thereafter................................ 273,990 (49,325) 224,665
---------- --------- ----------
Net future minimum lease payments.......... $8,875,355 $(604,902) $8,270,453
========== ========= ==========
Rental expense for operating leases aggregated $1,779,608, $1,121,916 and
$1,001,919 in fiscal 1999, 1998 and 1997, respectively. Sublease rental income
amounted to $106,293, $119,416 and $90,016 in fiscal 1999, 1998 and 1997,
respectively.
The Company leases certain equipment under capital leases. At March 31,
1999, the Company has capitalized leased equipment totaling $12,091,238 with
related accumulated amortization of $1,470,614. Obligations under capital
leases mature as follows:
Year ending March 31:
2000............................................................ $4,235,411
2001............................................................ 4,260,012
2002............................................................ 3,093,937
2003............................................................ 1,527,344
2004............................................................ 78,418
Thereafter...................................................... --
----------
13,195,122
Less amount representing interest................................ (1,960,679)
----------
Present value of minimum lease payments.......................... 11,234,443
Less current portion of obligations under capital leases......... (3,230,077)
----------
Obligations under capital leases, net of current portion......... $8,004,366
==========
9. Telecommunications Agreements
On January 15, 1996, the Company entered into a four-year non-exclusive
agreement with a long-distance service provider for the right to provide long
distance service to the Company's customers at prices affected by
F-13
CTC Communications Corp.
Notes to Condensed Financial Statements--(Continued)
volume attainment levels during the term of the agreement. The Company is not
obligated to purchase any minimum levels of usage over the term of the
agreement, but rates may be adjusted due to the failure of achieving certain
volume commitments. These provisions had no effect on the financial statements
for the year ended March 31, 1999.
On October 20, 1994, the Company entered into a three-year non-exclusive
agreement with a long-distance service provider for the right to provide long
distance service to the Company's customers at fixed prices by service during
the term of the agreement. On May 6, 1998, the Company entered into an
amendment to the agreement which extended the term of the agreement through
October 2000. On March 31, 1999, the Company entered into an amendment which
provides that the Company shall be liable for a minimum aggregate usage
commitment of $50,000,000. Based upon existing and expected usage, these
provisions had no effect on the financial statements for the year ended March
31, 1999.
Prior to the execution of the agreements described above, and through March
31, 1999, the Company also had provided long distance service to customers
under an informal non-exclusive arrangement with another long distance service
provider. The Company is not obligated to purchase any minimum level of usage
and there are no other performance obligations.
On January 8, 1999, the Company entered into agreements with two
communications companies for the provision of transmission and co-location
facilities for the Company's initial network build-out in New England in New
York State. The agreements, which total $11,600,000 of expenditures by CTC over
three years, provide for connectivity between CTC's 22 network hub sites and
two fully redundant network operations centers.
10. Stockholders' Equity (Deficit)
At March 31, 1999, 6,357,142 shares of common stock are reserved for future
issuance upon exercise of outstanding stock options and common stock purchase
warrants and conversion of outstanding preferred stock.
Preferred Stock
The dividends, liquidation preference, voting rights and other rights of
each series of preferred stock, when issued, are to be designated by the Board
of Directors prior to issuance.
In April 1998, the Company completed a private placement of Series A
Redeemable Convertible Preferred Stock ("Series A"). Each share of Series A
accrues a cumulative dividend equal to an annual rate of 9% of the $18 per
share purchase price per annum, compounded every six months. The dividend is
payable upon redemption, liquidation, or conversion of the Series A.
A majority of the Series A stockholders may require a redemption by the
Company after April 9, 2003. Upon liquidation, dissolution, or winding up of
the Company, holders of Series A would be entitled to receive the payment of a
preferential amount before any payment is made with respect to any junior class
of stock. The preferential payment would be equal to the greater of the
purchase price plus accrued dividends through the date of payment or the
purchase price plus accrued dividends plus an acceleration of the dividend due
through April 9, 2003.
On the date of issuance, 666,666 shares of the Series A were convertible
into 1,333,332 shares of common stock. The number of shares of common stock
into which the Series A can be converted increases by an amount equal to the
accrued dividend divided by $9.00. At March 31, 1999, 666,666 shares of Series
A were convertible into 1,453,262 shares of common stock. In addition, the
number of shares of common stock into which Series A can be converted also
adjusts upon certain dilutive issuances of common stock or securities
F-14
CTC Communications Corp.
Notes to Condensed Financial Statements--(Continued)
convertible into or exercisable for common stock. Prior to any liquidation,
dissolution, or winding up of the Company, the Series A would automatically
convert into common stock if the liquidation amount is less than the amount the
holder of Series A would have received had the holder converted to common
stock.
Holders of Series A are entitled to a number of votes equal to the lesser of
1) the whole number of common stock they would receive if they converted their
Series A plus the number of warrants they hold that were issued in connection
with the issuance of Series A shares or 2) the number of shares of Series A
held multiplied by 2.476.
On July 13, 1998, the Company received a commitment letter from a Series A
stockholder to purchase at the Company's option, an additional $5,000,000 of
preferred stock on the same terms and conditions as the Series A issued in
April 1998, which option extends until June 30, 1999.
Common Stock Purchase Warrants
As of March 31, 1999, the Company issued warrants in connection with the
issuance of the Series A and the financing arrangements disclosed in Note 7 to
purchase an aggregate of 1,288,071 shares of common stock at exercise prices
ranging from $6.75 to $11.81 with exercise periods extending through March
2009. The values of the warrants range from $1.96 to $5.74 and were determined
using a Black-Scholes pricing methodology. Significant assumptions include the
interest rate of 5.21%, an expected volatility of 50% and an expected life of
the warrants of 2.5 to 3 years.
Employee Stock Purchase Plan
The Company has an employee stock purchase plan (the "ESPP") which enables
participating employees to purchase Company shares at 85% of the lower of the
market prices prevailing on two valuation dates as defined in the ESPP.
Individuals can contribute up to 5% of their base salary. The Company made no
contributions to the ESPP during the three years in the period ended March 31,
1999. Indicated below is a summary of shares of common stock purchased by the
ESPP.
In July 1998 and February 1999, the ESPP purchased 6,737 shares and 7,963
shares, respectively, at $6.69 per share.
In July 1997, the ESPP purchased 5,438 shares at $6.48 per share and in
February 1998 the ESPP purchased 4,406 shares at $8.29 per share.
In July 1996, the ESPP purchased 2,998 shares at $11.05 per share and in
February 1997, the ESPP purchased 5,716 shares at $6.48 per share.
Stock Option Plans
Under the terms of its Employees Incentive Stock Option Plan, as amended,
1985 Stock Option Plan, 1993 Incentive Stock Option Plan, 1996 Stock Option
Plan and 1998 Stock Option Plan, (collectively, the "Plans"), the Company may
grant qualified incentive stock options for the purchase of common stock to all
employees and members of the Board of Directors. In addition, under the terms
of its 1985 Stock Option Plan, the Company may grant non-qualified incentive
stock options for the purchase of common stock to non-employees of the Company.
The Plans generally provide that the option price will be fixed by a committee
of the Board of Directors but for incentive stock options will not be less than
100% (110% for 10% stockholders) of the fair market value per share on the date
of grant. Non-qualified options may also be granted under the plan to
F-15
CTC Communications Corp.
Notes to Condensed Financial Statements--(Continued)
directors, consultants or agents who are not employees and to employees who own
more than 10% of the Company's voting securities. Non-qualified options are
granted at no less than 85% (110% for 10% stockholders) of the fair market
value per share on the date of grant. No options have a term of more than ten
years and options to 10% stockholders may not have a term of more than five
years.
In the event of termination of employment, other than by reason of death,
disability or with the written consent of the Company, all options granted to
employees are terminated. Vesting is determined by the Board of Directors.
On March 20, 1998, the Board approved the repricing of 1,175,500 options
with a new exercise price of $7.19 per share ($7.91 per share for 10%
stockholders).
Stock Based Compensation
Pro forma information regarding net income (loss) and income (loss) per
common share is required by SFAS No. 123, and has been determined as if the
Company had accounted for its employee stock options granted under the Plans
and shares issued pursuant to the ESPP under the fair value method of SFAS No.
123. The fair value for these options and shares issued pursuant to the ESPP
was estimated at the dates of grant using a Black-Scholes option pricing model
with the following weighted-average assumptions:
Options ESPP
------------------- -------------------
1999 1998 1997 1999 1998 1997
----- ----- ----- ----- ----- -----
Expected life (years)................. 3.09 2.96 3.98 0.50 0.50 0.50
Interest rate......................... 4.82% 5.93% 6.28% 5.05% 5.43% 5.40%
Volatility............................ 83.69 85.14 87.88 91.23 64.67 93.03
Dividend yield........................ 0.00 0.00 0.00 0.00 0.00 0.00
The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.
For purposes of pro forma disclosures, the expense related to estimated fair
value of the options is recognized over the options' vesting period. The
Company's pro forma net income (loss) and income (loss) per common share are as
follows:
1999 1998 1997
------------ ----------- ----------
Pro forma net income (loss)............. $(56,761,004) $(4,973,128) $4,094,000
Pro forma income (loss) per common share
(Basic)................................ $ (5.60) $ (0.50) $ 0.39
The effects on fiscal 1997, 1998 and 1999 pro forma net income (loss) and
income (loss) per common share of expensing the estimated fair value of stock
options and shares issued pursuant to the ESPP are not necessarily
representative of the effects on reporting the results of operations for future
years as the periods presented include only one, two and three years of option
grants under the Company's plans.
F-16
CTC Communications Corp.
Notes to Financial Statements--(Continued)
A summary of the Company's stock option activity, and related information
for the years ended March 31 follows:
1999 1998 1997
------------------- -------------------- -------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Options Price Options Price Options Price
--------- -------- ---------- -------- --------- --------
Outstanding at beginning
of year................ 2,965,007 $5.50 1,953,112 $4.36 1,995,878 $4.01
Options granted....... 1,297,000 8.65 2,791,000 7.11 280,539 9.67
Options terminated.... (279,716) 6.49 (1,402,718) 8.36 (286,734) 7.54
Options exercised..... (366,482) 0.66 (376,387) .93 (36,571) 1.20
--------- ---------- ---------
Outstanding at end of
year................... 3,615,809 $7.05 2,965,007 $5.50 1,953,112 $4.36
========= ========== =========
Exercisable at end of
year................... 961,177 698,250 772,282
========= ========== =========
Weighted-average fair
value of options
granted during the
year................... $ 4.80 $ 4.01 $ 6.43
========= ========== =========
The following table presents weighted-average price and life information
about significant option groups outstanding at March 31, 1999:
Options Outstanding Options Exercisable
------------------------------------------- --------------------------
Weighted Average
Remaining Weighted Weighted
Range of Number Contractual Average Number Average
Exercise Prices Outstanding Life--Years Exercise Price Exercisable Exercise Price
--------------- ----------- ---------------- -------------- ----------- --------------
$0.90-
1.10 129,261 0.5 $ 1.10 129,261 $ 1.10
2.70-
2.98 238,681 1.0 2.75 238,681 2.75
5.25-
5.75 213,000 4.4 5.72 32,500 5.75
6.00-
7.06 882,867 3.1 6.48 89,453 6.23
7.19 1,034,500 2.6 7.19 301,498 7.19
7.50-
8.69 536,000 4.7 7.58 43,284 7.69
10.12-
11.25 356,334 3.9 10.50 84,834 10.51
12.37-
13.00 58,500 5.3 12.80 0 0.00
15.00 83,333 3.9 15.00 20,833 15.00
20.00 83,333 3.9 20.00 20,833 20.00
--------- -------
3,615,809 961,177
========= =======
11. Benefit Plans
Defined Contribution Plan (the "401(k) Plan")
The Company maintains a defined contribution plan (the "401(k) Plan") which
covers all employees who meet certain eligibility requirements and complies
with Section 401(k) of the Internal Revenue Code ("IRC"). Participants may make
contributions to the 401(k) Plan up to 15% of their compensation, as defined
under the terms of the 401(k) Plan, up to the maximum established by the IRC.
The Company may make a matching contribution of an amount to be determined by
the Board of Directors, but subject to a maximum of 6% of compensation
contributed by each participant. Company contributions vest ratably over three
years. Company contributions to the 401(k) Plan were $358,100, $310,788 and
$230,079 in fiscal 1999, 1998 and 1997, respectively.
F-17
CTC Communications Corp.
Notes to Financial Statements--(Continued)
12. Income (Loss) Per Share
Income (loss) per common share has been calculated as follows:
1999 1998 1997
------------ ----------- ----------
Numerator:
Net income (loss).................. $(51,995,984) $(2,884,450) $4,682,931
Less preferred stock dividends
and accretion to redemption
value of preferred stock.......... (1,135,364) -- --
------------ ----------- ----------
Equals: numerator for Basic and
Diluted income (loss) per common
share............................. $(53,131,348) $(2,884,450) $4,682,931
Denominator:
Denominator for basic income (loss)
per common share-weighted average
shares............................ 10,130,701 9,886,000 9,600,000
Effect of employee stock options... -- -- 1,173,000
------------ ----------- ----------
Denominator for Diluted income (loss)
per common share.................... 10,130,701 9,886,000 10,773,000
------------ ----------- ----------
Basic income (loss) per common
share............................... $ (5.24) $ (.29) $ .49
============ =========== ==========
Diluted income (loss) per common
share............................... $ (5.24) $ (.29) $ .43
============ =========== ==========
13. Income Taxes
The provision (benefit) for income taxes consisted of the following:
1999 1998 1997
------------- ----------- ----------
Current:
Federal............................... $ (3,361,000) $ (218,000) $2,660,000
State................................. -- -- 906,000
------------- ----------- ----------
(3,361,000) (218,000) 3,566,000
Deferred tax provision (benefit)........ 1,834,000 (1,268,000) (289,000)
------------- ----------- ----------
$ (1,527,000) $(1,486,000) $3,277,000
============= =========== ==========
F-18
CTC Communications Corp.
Notes to Condensed Financial Statements--(Continued)
Significant components of the Company's deferred tax liabilities and assets
as of March 31, are as follows:
1999 1998
----------- ----------
Deferred tax assets:
Depreciation................................... $ -- $ 64,000
Bell Atlantic litigation costs................. -- 486,000
Bad debt allowance............................. 695,000 960,000
Accruals and allowances, other................. 40,000 305,000
Net operating loss carryforward................ 23,027,000 96,000
----------- ----------
Total deferred tax asset......................... 23,762,000 1,911,000
Deferred tax liability:
Prepaid expenses............................... (8,000) (38,000)
Cash value of life insurance................... (38,000) (39,000)
Depreciation................................... (1,328,000) --
----------- ----------
Total deferred tax liability..................... (1,374,000) (77,000)
----------- ----------
Net deferred tax asset before valuation
allowance....................................... 22,388,000 1,834,000
Valuation allowance.............................. (22,388,000) --
----------- ----------
Net deferred tax asset........................... $ -- $1,834,000
=========== ==========
Management has provided a valuation allowance against deferred tax assets
as it is more likely than not that the Company will not realize these assets.
At March 31, 1999, the Company had federal and state net operating loss
carryforwards of approximately $56,856,000, which may be used to reduce future
income tax liabilities, and expire through 2014. Changes in the Company's
ownership will subject the net operating loss carryforwards and tax credits to
limitations pursuant to Sections 382 and 383 of the IRC.
The income tax expense is different from that which would be obtained by
applying the enacted statutory federal income tax rate to income (loss) before
income taxes. The items causing this difference are as follows:
1999 1998 1997
------------ ----------- ----------
Tax (benefit) at U.S. statutory rate.... $(18,197,815) $(1,486,000) $2,706,000
State income taxes, net of federal
benefit................................ -- -- 552,000
Valuation allowance and other........... 16,670,815 -- 19,000
------------ ----------- ----------
$ (1,527,000) $(1,486,000) $3,277,000
============ =========== ==========
F-19
CTC Communications Corp.
Notes to Condensed Financial Statements--(Continued)
14. Subsequent Event
Subsequent to year end, the Company filed a Registration Statement on Form
S-1 with the Securities and Exchange Commission for the purpose of registering
the sale by the Company of up to 2,875,000 shares of common stock.
Subsequent to year end the Company initiated a statutory reorganization in
which the Company intends to merge, subject to shareholder approval, with a
newly formed holding company, CTC Group. In connection with the reorganization,
shareholders will have appraisal rights under Massachusetts law to which they
are otherwise not entitled. If the reorganization is consummated and
stockholders exercise their appraisal rights, the Company would be required by
law to acquire their shares for cash at their appraised value. Management
believes this will not have a material effect on the Company's financial
condition.
15. Quarterly Information (Unaudited)
A summary of operating results and net income (loss) per share for the
quarterly periods in the two years ended March 31, 1999 is set forth below:
Quarter Ended
---------------------------------------------------------------
September
June 30 30 December 31 March 31 Total
----------- ----------- ----------- ----------- -----------
Year ended March 31,
1999
Total revenues.......... $12,835,685 $14,516,189 $19,024,531 $24,587,287 $70,963,692
Net loss................ (7,931,000) (10,983,624) (11,997,025) (21,084,335) (51,995,984)
Net loss per share--
Basic.................. (.79) (1.13) (1.20) (2.08) (5.24)
Net loss per share--
Diluted................ (.79) (1.13) (1.20) (2.08) (5.24)
Year ended March 31,
1998
Total revenues.......... $11,658,954 $11,845,097 $11,155,646 $ 6,287,439 $40,947,136
Net income (loss)....... 1,374,000 1,244,000 506,000 (6,008,450) (2,884,450)
Income (loss) per
share--Basic........... .13 .13 .05 (.6) (.29)
Income (loss) per
share--Diluted......... .14 .12 .05 (.6) (.29)
The first two quarters of fiscal year 1998 net income per share amounts have
been restated to comply with SFAS No. 128.
F-20