- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ending June 30, 2001
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________to ________________
Commission file number 0-23489
Access Worldwide Communications, Inc.
-------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 52-1309227
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4950 Communication Avenue, Suite 300
Boca Raton, Florida 33431
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (561) 226-5000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period as the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes |X| No |_|
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
9,740,001 shares of Common Stock, $.01 par value, as of August 14, 2001
ACCESS WORLDWIDE COMMUNICATIONS, INC.
INDEX
Pages
Part I--Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets - June 30, 2001 (unaudited) and December 31, 2000................................ 1
Consolidated Statement of Operations (unaudited) - Three and Six Months
Ended June 30, 2001 and June 30, 2000.................................................................... 2
Consolidated Statements of Cash Flows (unaudited ) - Six Months Ended June 30, 2001
and June 30, 2000...................................................................................... 3
Notes to Consolidated Financial Statements................................................................. 4-7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............... 8-10
Item 3. Quantitative and Qualitative Disclosures About Market Risk.......................................... 10
Part II--Other Information
Item 4. Submission of Matters to a Vote of Security Holders................................................. 11
Item 6. Exhibits and Reports on Form 8-K.................................................................... 11
Signatures.......................................................................................... 12
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ACCESS WORLDWIDE COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS
June 30,
2001 December 31,
(Unaudited) 2000
----------- ------------
ASSETS
Current assets:
Cash and cash equivalents .............................................. $ 578,213 $ 1,926,140
Accounts receivable, net of allowance for doubtful accounts of
$408,890 and $128,588, respectively ................................. 22,471,275 16,080,028
Unbilled receivables ................................................... 6,006,402 4,065,750
Other assets, net ...................................................... 2,734,909 2,700,029
------------- -----------
Total current assets ............................................. 31,790,799 24,771,947
Property and equipment, net ............................................ 10,673,643 10,517,295
Other assets, net ...................................................... 1,889,310 617,722
Intangible assets, net ................................................. 55,669,079 57,073,434
------------- -----------
Total assets ..................................................... $ 100,022,831 $92,980,398
============= ===========
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK
AND COMMON STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses .................................. $ 16,965,886 $ 9,867,226
Accrued salaries, wages and related benefits ........................... 1,876,732 2,823,997
Accrued interest and other related party expenses ...................... 33,478 46,084
Deferred revenue ....................................................... 2,404,589 2,910,072
Current portion of indebtedness ........................................ 5,147,179 34,347
Current portion of indebtedness - related parties ...................... 1,453,414 1,369,520
Warrant payable ........................................................ 1,426,298 -
------------- -----------
Total current liabilities ........................................ 29,307,576 17,051,246
Long-term portion of indebtedness ........................................... 29,340,724 33,029,154
Long-term portion of indebtedness -- related parties ........................ 2,518,494 3,267,371
Other long-term liabilities ................................................. 357,628 379,671
Mandatorily redeemable preferred stock, $.01 par value:
2,000,000 shares authorized, 40,000 shares issued and outstanding ........ 4,000,000 4,000,000
------------- -----------
Total liabilities and mandatorily redeemable preferred stock ..... 65,524,422 57,727,442
------------- -----------
Commitments and contingencies
Common stockholders' equity:
Common stock, $.01 par value: voting: 20,000,000 shares authorized;
9,740,001 shares issued and outstanding ............................. 97,400 97,400
Additional paid-in capital ............................................. 63,577,509 63,577,509
Accumulated deficit .................................................... (29,176,500) (28,421,953)
------------- -----------
Total common stockholders' equity ............................ 34,498,409 35,252,956
------------- -----------
Total liabilities, mandatorily redeemable preferred stock and
common stockholders' equity ................................... $ 100,022,831 $ 92,980,398
============= ===========
The accompanying notes are an integral part of these financial statements.
1
ACCESS WORLDWIDE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
2001 2000 2001 2000
---- ---- ---- ----
Revenues ......................................................... $26,128,645 $23,229,734 $48,036,404 $46,811,259
Cost of revenues (exclusive of depreciation) ..................... 17,140,253 13,812,030 30,754,045 28,172,364
----------- ----------- ----------- -----------
Gross profit ................................................... 8,988,392 9,417,704 17,282,359 18,638,895
Selling, general and administrative expenses (selling, general
and administrative expenses paid to related parties are
$188,928 and $185,715 and $377,850 and $371,430, respectively).. 7,047,919 7,551,745 14,261,330 15,351,096
Amortization expense ............................................. 701,648 769,000 1,404,356 1,554,951
----------- ----------- ----------- -----------
Income from operations ......................................... 1,238,825 1,096,959 1,616,673 1,732,848
Interest income .................................................. 22,607 71,444 47,526 142,968
Interest expense--related parties ................................ (125,572) (164,396) (244,077) (345,532)
Interest expense ................................................. (1,126,993) (1,611,706) (2,402,733) (2,853,394)
Loss on sale of business ......................................... - (7,863,831) - (7,863,831)
----------- ----------- ----------- -----------
Income (loss) before income tax expense (benefit) .............. 8,867 (8,471,530) (982,611) (9,186,941)
Income tax expense (benefit) ..................................... 83,260 207,870 (228,064) 76,592
----------- ----------- ----------- -----------
Net loss ......................................................... $ (74,393) $(8,679,400) $ (754,547) $(9,263,533)
=========== =========== =========== ===========
Loss per share of common stock:
Basic and diluted .............................................. $ (0.01) $ (0.89) $ (0.08) $ (0.96)
The accompanying notes are an integral part of these financial statements.
2
ACCESS WORLDWIDE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30,
2001 2000
---- ----
Cash flows from operating activities:
Net loss .................................................................... $ (754,547) $(9,263,533)
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:
Loss on sale of business ................................................ - 7,863,831
Depreciation and amortization ........................................... 2,787,728 2,965,031
Amortization of deferred financing costs ................................ 282,404 464,178
Allowance for doubtful accounts ......................................... 280,302 6,052
Changes in operating assets and liabilities, excluding effects from
acquisitions and dispositions:
Accounts receivable ..................................................... (6,671,549) (1,405,441)
Unbilled receivables .................................................... (1,940,652) (978,122)
Other assets ............................................................ (61,077) (9,960)
Accounts payable and accrued expenses ................................... 7,076,616 4,331,425
Accrued interest and related party expenses ............................. (12,606) (1,279,859)
Accrued salaries, wages and related benefits ............................ (947,265) (226,937)
Deferred revenue ........................................................ (505,483) (744,040)
------------ -----------
Net cash (used in) provided by operating activities ..................... (466,129) 1,722,625
------------ -----------
Cash flows from investing activities:
Additions to property and equipment ......................................... (1,539,721) (888,289)
Net proceeds from sale of business .......................................... - 4,777,642
Business acquisitions, net of cash acquired ................................. - (179,057)
------------ -----------
Net cash (used in) provided by investing activities ..................... (1,539,721) 3,710,296
------------ -----------
Cash flows from financing activities:
Loan origination fees ....................................................... (101,496) (409,293)
Payments on capital leases .................................................. (16,780) (15,395)
Proceeds from sale of common ................................................ - 647,592
Net borrowings (payments) under line of credit facility ..................... 1,441,182 (7,974,773)
Payments on related party debt .............................................. (664,983) (351,622)
------------ -----------
Net cash provided by (used in) financing activities ....................... 657,923 (8,103,491)
------------ -----------
Net decrease in cash and cash equivalents ............................... (1,347,927) (2,670,570)
Cash and cash equivalents, beginning of period ................................. 1,926,140 4,706,380
------------ -----------
Cash and cash equivalents, end of period ....................................... $ 578,213 $ 2,035,810
============ ===========
The accompanying notes are an integral part of these financial statements.
3
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and pursuant to the
rules and regulations of the Securities and Exchange Commission. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete consolidated financial statements.
For further information, refer to the consolidated financial statements and
footnotes included in the Company's Annual Report on Form 10-K.
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect reported amounts included in the consolidated
financial statements. In the opinion of management, all adjustments necessary
for a fair presentation of this interim financial information have been
included. Such adjustments consisted only of normal recurring items. The results
of operations for the six months ended June 30, 2001 are not necessarily
indicative of the results to be expected for the year ending December 31, 2001.
2. RECLASSIFICATIONS
In the fourth quarter of 2000, the Company implemented the Securities and
Exchange Commission Staff Accounting Bulletin ("SAB") 101, "Revenue Recognition
in Financial Statements", which provides guidance on the recognition,
presentation and disclosure of revenues in financial statements. As a result of
the implementation, the Company reduced its revenues and cost of revenues for
the three months and six months ended June 30, 2000 by $1,500,005 and
$3,383,266, relating to medical education grant programs and licensing of
American Medical Association ("AMA") databases.
Certain reclassifications have been made to the June 30, 2000 consolidated
financial statements to conform to the June 30, 2001 presentation.
3. INCOME TAXES
The effective tax rate used by the Company to record the income tax benefit
of 23.21% for the six months ended June 30, 2001 differs from the federal
statutory rate primarily due to state income taxes and non-deductible goodwill
amortization.
4. LOSSES PER COMMON SHARE
Losses per common share are calculated as follows:
For the Three Months Ended
--------------------------
June 30, 2001 June 30, 2000
------------- -------------
(Loss) Shares Per Share (Loss) Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- --------- ----------- ------------- ---------
Basic and diluted** .......... $(74,393) 9,740,001 $(0.01) $(8,679,400) 9,740,001 $(0.89)
--------- --------- ------- ------------ --------- -------
For the Six Months Ended
------------------------
June 30, 2001 June 30, 2000
------------- -------------
(Loss) Shares Per Share (Loss) Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- --------- ----------- ------------- ---------
Basic and diluted**........... $(754,547) 9,740,001 $(0.08) $(9,263,533) 9,634,239 $(0.96)
---------- --------- ------- ------------ --------- -------
** Since the effects of the Company's outstanding warrant, stock options and
earnout contingency obligations are anti-dilutive for both the three and
six months ended June 30, 2001 and 2000, these effects have not been
included in the calculation of dilutive losses per common share.
4
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
5. SALE OF BUSINESS
On June 9, 2000, the Company sold the assets and business of its Plano,
Texas communications center for $5 million,(which included $250,000 held in
escrow for 90 days from the closing). The escrowed amount was due to the Company
provided that the buyer made no claim against the Company, as defined in the
Purchase and Sale Agreement. No such claims were made against the Company and
the $250,000 was paid to the Company. After adjusting for the net cost of the
assets sold and for expenses associated with the sale, the Company realized a
net loss of $7.9 million (including a write-off of intangible assets of $10.7
million). The communications center's revenues and operating income for the
three months ended June 30, 2000 was $2,200,000 and $35,000, respectively, and
for the six months ended June 30, 2000 was $4,500,000 and $(63,000),
respectively.
6. INDEBTEDNESS
On April 3, 2001, the Company entered into the Fourth Amendment Agreement
and Waiver (the "Fourth Amendment") to the Company's Credit Facility with the
Bank Group. The Fourth Amendment (a) provides that the Bank Group waives the
"Acknowledged Events of Default" and amends certain provisions of the Credit
Facility and its accompanying amendments, including requiring the Company to
meet new financial covenants; (b) limits the revolving committed amount to (i)
$18.5 million through September 30, 2001, (ii) $18.2 million from October 1,
2001 through October 31, 2001, (iii) $17.9 million from November 1, 2001 through
November 30, 2001, (iv) $17.5 million from December 1, 2001 through December 30,
2001 and (v) $17 million from and after December 31, 2001; (c) requires monthly
installments of the principal on the term loan in the amount of $350,000
commencing on January 1, 2002 through December 31, 2002, with the remaining
outstanding balance due on January 2, 2003; (d) requires the payment of $3
million in principal on March 31, 2002 which will pay down the term loan
until it is fully satisfied and thereafter to pay down the revolving credit
facility; (e) provides for the issuance of warrants in the amount of 12% of the
Company's common equity, if the Company does not pay down at least 60% of the
principal under the Credit Facility by March 31, 2002 and certain other
events; and (f) requires the Company to hire an investment banker by May 15,
2001 to consider strategic alternatives. In addition, the financial covenants,
as defined in the Fourth Amendment become increasingly more restrictive in 2001
and 2002. Management believes that the Company will be able to maintain
compliance with such covenants during 2001. The stated interest rate on the
outstanding Credit Facility is prime plus 3%. The Fourth Amendment expires on
January 2, 2003.
The required investment banker was hired on a timely basis. As of June 30,
2001, the Company had $0.9 million available under its Credit Facility.
7. COMMITMENTS AND CONTINGENCIES
The Company is involved in legal actions arising in the ordinary course of
business. The Company believes that it has adequate legal defenses or reserves
with respect to such litigation and believes that their ultimate outcome will
not have a material adverse effect on the Company's financial position, results
of operations or cash flows.
8. WARRANT PAYABLE
In connection with the Fourth Amendment to the Credit Facility as described
in Note 6, the Company issued a warrant which entitles the Bank Group to
purchase approximately 1.5 million shares of the Company's common stock at an
exercise price of $.01 per share. The warrant expires on April 3, 2011.
The warrant contains a "clawback" provision which allows the number of
shares to be issued under the warrant to be reduced to the extent the Company
makes voluntary prepayments which exceed $5 million in the aggregate on or
before March 31, 2002 and there are no events of default on the Credit Facility.
The number of shares to be issued under the warrant is reduced on a pro rata
basis based on the ratio of (a) the aggregate amount of such prepayments prior
to March 31, 2002, and (b) the total outstanding indebtedness of the Company
prior to the application of such prepayments. In addition, if on or before March
31, 2002, the outstanding principal of the Term Loan plus the Aggregate
Revolving Committed Amount is reduced to $13,920,635 or less, the number of
shares to be issued under the warrant is reduced to zero.
The warrant also contains a put provision whereby the holders of the warrant can
put the warrants to the Company for cash, based upon the difference between the
fair value of the underlying common stock, as defined, and the exercise price,
at the earliest of the following: (a) March 31, 2002, and (b) one of the
following (i) the consummation of an Organic Change as defined in the Common
Stock Purchase Warrant agreement (including a sale or a dilution of
5
ownership of any subsidiary), (ii) the occurrence of a Change of Control of the
Company, (iii) the consummation of a public offering by the Company, or (iv) the
occurrence of an event of default, under the Credit Facility. The fair value of
the underlying common stock for purposes of the put provision is defined as the
average closing price of the Company's common stock for the thirty trading days
immediately preceding the put date.
The estimated fair value of the warrant on April 3, 2001, the issuance date, was
$1,519,974. Such amount was determined using a Black-Scholes pricing model and
assumptions similar to those used for valuing the Company's stock options. Such
amount was recorded as a deferred financing cost and is being amortized over the
life of the Credit Facility. At June 30, 2001, the total fair value of the
warrant was $1,426,298 using the model and similar assumptions. The adjustment
to the liability for the put feature from the issuance date to June 30, 2001 was
recorded as an adjustment to interest expense for the three and six months ended
June 30, 2001.
9. NEW ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 141 ("FAS 141"), "Business Combinations"
and No. 142 ("FAS 142"), "Goodwill and Other Intangibles Assets". FAS 141 (i)
requires that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001; (ii) establishes specific criteria
for the recognition of intangible assets separately from goodwill; and (iii)
requires unallocated negative goodwill to be written off. FAS 142 primarily
addresses the accounting for goodwill and intangible assets subsequent to their
acquisition. FAS 141 is effective for all business combinations initiated after
June 30, 2001 and FAS 142 is effective for fiscal years beginning after December
15, 2001. The Company is currently assessing the impact, if any, of the adoption
of these statements.
6
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
10. SEGMENTS
In accordance with FAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information", the Company's reportable segments are
strategic business units that offer different products and services to different
industries throughout the United States.
The table below presents information about the Company's reportable
segments used by the chief operating decision-maker of the Company:
For the three months ended June 30,
Pharmaceutical Consumer Other Segment Total Reconciliation Total
-------------- -------- --------- ------------- -------------- ------------
2001
Revenues............................. $20,735,185 $ 4,178,030 $1,215,430 $26,128,645 $ -- $26,128,645
Gross profit......................... 6,699,170 1,681,398 607,824 8,988,392 -- 8,988,392
Earnings (losses) before income
taxes, depreciation and
amortization...................... 3,803,256 (83,384) (47,522) 3,672,350 (1,009,160) 2,663,190
Depreciation expense................. 429,116 273,990 6,417 709,523 13,194 722,717
Amortization expense................. 679,853 -- 21,795 701,648 -- 701,648
2000
Revenues............................. $13,752,099 $ 8,335,106 $1,142,529 $23,229,734 $ -- $23,229,734
Gross profit......................... 5,699,211 3,076,890 641,603 9,417,704 -- 9,417,704
Earnings before income taxes,
depreciation and amortization..... 3,032,122 550,011 145,070 3,727,203 (1,189,119) 2,538,084
Depreciation expense................. 375,228 272,311 13,576 661,115 11,010 672,125
Amortization expense................. 682,312 64,893 21,795 769,000 -- 769,000
For the six months ended June 30,
Pharmaceutical Consumer Other Segment Total Reconciliation Total
-------------- -------- --------- ------------- -------------- ------------
2001
Revenues.............................. $36,482,640 $ 9,518,631 $2,035,133 $48,036,404 $ -- $48,036,404
Gross profit.......................... 12,304,825 3,911,824 1,065,710 17,282,359 -- 17,282,359
Earnings (losses) before income
taxes, depreciation and
amortization....................... 6,023,729 418,245 (134,536) 6,307,438 (1,903,037) 4,404,401
Depreciation expense.................. 853,439 489,583 12,639 1,355,661 27,711 1,383,372
Amortization expense.................. 1,360,766 - 43,590 1,404,356 -- 1,404,356
2000
Revenues.............................. $27,357,026 $17,440,408 $2,013,825 $46,811,259 $ -- $46,811,259
Gross profit.......................... 10,837,787 6,639,447 1,161,661 18,638,895 -- 18,638,895
Earning before income taxes,
depreciation and amortization...... 5,290,431 1,403,623 150,949 6,845,003 (2,147,124) 4,697,879
Depreciation expense.................. 704,691 656,490 26,931 1,388,112 21,968 1,410,080
Amortization expense.................. 1,361,827 149,533 43,591 1,554,951 -- 1,554,951
7
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended June 30, 2001 Compared to the Three Months Ended June 30,
2000
Revenues for the Company increased $2.9 million, or 12.5%, to $26.1 million
for the three months ended June 30, 2001, compared to $23.2 million for the
three months ended June 30, 2000. Revenues for the Pharmaceutical Segment
increased $6.9 million, or 50%, to $20.7 million for the three months ended June
30, 2001, compared to $13.8 million for the three months ended June 30, 2000.
The increase was attributed to an increase in sample fulfillment shipments and
an increase in medical meetings, which included higher reimbursable costs
incurred due to client specifications. Revenues for the Consumer Segment
decreased $4.1 million, or 49.4%, to $4.2 million for the three months ended
June 30, 2001, compared to $8.3 million for the three months ended June 30,
2000. Excluding the sale of the Plano, Texas communications center in June 2000,
the Consumer Segment revenues decreased $1.9 million. The decrease was
attributed to the discontinued support of a database maintenance client and a
temporary decrease in production hours due to the scheduled move of the
Arlington, Virginia communications center to Hyattsville, Maryland, which was
partially offset by a rate increase obtained from a major client.
Cost of revenues for the Company increased $3.3 million, or 23.9%, to $17.1
million for the three months ended June 30, 2001, compared to $13.8 million for
the three months ended June 30, 2000. Cost of revenues as a percentage of
revenues increased to 65.5% for the three months ended June 30, 2001, compared
to 59.5% for the three months ended June 30, 2000. Cost of revenues as a
percentage of revenues for the Pharmaceutical Segment increased to 67.6% for the
three months ended June 30, 2001, compared to 58.7% for the three months ended
June 30, 2000. The increase was attributed to an increase in medical meetings,
which included higher reimbursable costs incurred due to client specifications.
Cost of revenues as a percentage of revenues for the Consumer Segment decreased
to 59.5% for the three months ended June 30, 2001, compared to 63.9% for the
three months ended June 30, 2000. The decrease was attributed to a decrease in
revenues due to the discontinued support of a database maintenance client and a
decrease in payroll costs due to increase productivity, which was partially
offset by a rate increase obtained from a major client.
Selling, general and administrative expenses for the Company decreased $0.6
million, or 7.9%, to $7.0 million for the three months ended June 30, 2001,
compared to $7.6 million for the three months ended June 30, 2000. Selling,
general and administrative expenses as a percentage of revenues for the Company
decreased to 26.8% for the three months ended June 30, 2001, compared to 32.8%
for the three months ended June 30, 2000. Selling, general and administrative
expenses as a percentage of revenues for the Pharmaceutical Segment decreased to
15.9% for the three months ended June 30, 2001, compared to 21.7% for the three
months ended June 30, 2000. The decrease was attributed to an increase in
revenues and management's continued efforts to manage costs. Selling, general
and administrative expenses as a percentage of revenues for the Consumer Segment
increased to 47.6% for the three months ended June 30, 2001, compared to 33.7%
for the three months ended June 30, 2000. Excluding the sale of the Plano, Texas
communications center, selling, general and administrative expenses as a
percentage of revenues for the Consumer Segment was 34.4%. The increase was
attributed to a decrease in revenues due to the discontinued support of a
database maintenance client, a decrease in production hours due to the scheduled
move of the Arlington, Virginia communications center to Hyattsville, Maryland,
which was partially offset by the streamlining of the Company's operations which
resulted in a decrease in management personnel.
Amortization expense for the Company decreased $0.1 million or 12.5%,
to $0.7 million for the three months ended June 30, 2001, compared to $0.8
million for the three months ended June 30, 2000. The decrease was attributed to
the sale of the Plano, Texas communications center in June 2000, which resulted
in a write-off of $10.7 million in goodwill relating to that business.
Net interest expense for the Company was $1.2 million for the three months
ended June 30, 2001, compared to $1.7 million for the three months ended June
30, 2000. The decrease was the result of a decrease in the interest rate
applicable to the Credit Facility and a decrease in the total amount of debt
outstanding.
Six Months Ended June 30, 2001 Compared to Six Months Ended June 30, 2000
Revenues for the Company increased $1.2 million, or 2.6%, to $48.0 million
for the six months ended June 30, 2001, compared to $46.8 million for the six
months ended June 30, 2000. Revenues for the Pharmaceutical Segment increased
$9.1 million, or 33.2%, to $36.5 million for the six months ended June 30, 2001,
compared to $27.4 million for the six months ended June 30, 2000. The increase
was attributed to an increase in sample fulfillment shipments, an increase in
medical meetings, which
8
included higher reimbursable costs incurred due to client specifications, which
was partially offset by a slow-down in pharmaceutical programs. Revenues for the
Consumer Segment decreased $7.9 million, or 45.4%, to $9.5 million for the six
months ended June 30, 2001, compared to $17.4 million for the six months ended
June 30, 2000. Excluding the sale of the Plano, Texas communications center in
2000, the Consumer Segment revenues were $12.9 million for the six months ended
June 30, 2000. The decrease was attributed to a decrease in revenues due to the
discontinued support of a database maintenance client and a temporary decrease
in production hours due to the scheduled move of the Arlington, Virginia
communications center to Hyattsville, Maryland, which was partially offset by a
rate increase obtained from a major client.
Cost of revenues for the Company increased $2.6 million, or 9.2%, to $30.8
million for the six months ended June 30, 2001, compared to $28.2 million for
the six months ended June 30, 2000. Cost of revenues as a percentage of revenues
increased to 64.2% for the six months ended June 30, 2001, compared to 60.3% for
the six months ended June 30, 2000. Cost of revenues as a percentage of revenues
for the Pharmaceutical Segment increased to 66.3% for the six months ended June
30, 2001, compared to 60.2% for the six months ended June 30, 2000. The increase
was attributed to an increase in medical meetings, which included higher
reimbursable costs incurred due to client specifications and a slow-down in
pharmaceutical programs, which resulted in a temporary increase in personnel
cost. Cost of revenues as a percentage of revenues for the Consumer Segment
decreased to 58.9% for the six months ended June 30, 2001, compared to 62.1% for
the six months ended June 30, 2000. Excluding the sale of the Plano, Texas
communications center in 2000, cost of revenues as a percentage of revenues for
the Consumer Segment was 61.5% for the six months ended June 30, 2000. The
decrease was attributed to a decrease in revenues due to the discontinued
support of a database maintenance client and a temporary decrease in production
hours due to the scheduled move of the Arlington, Virginia communications center
to Hyattsville, Maryland, which was partially offset by a rate increase obtained
from a major client.
Selling, general and administrative expenses for the Company decreased $1.1
million, or 7.1%, to $14.3 million for the six months ended June 30, 2001,
compared to $15.4 million for the six months ended June 30, 2000. Selling,
general and administrative expenses as a percentage of revenues for the Company
decreased to 29.8% for the six months ended June 30, 2001, compared to 32.9% for
the six months ended June 30, 2000. Selling, general, and administrative
expenses as a percentage of revenues for the Pharmaceutical Segment decreased to
19.5% for the six months ended June 30, 2001, compared to 23% for the six months
ended June 30, 2000. The decrease was attributed to an increase in revenues and
a continuing effort to manage costs. Selling, general, and administrative
expenses as a percentage of revenues for the Consumer Segment increased to 42.1%
for the six months ended June 30, 2001, compared to 33.9% for the six months
ended June 30, 2000. Excluding the sale of the Plano, Texas Communications
Center in 2000, selling, general and administrative expenses as a percentage of
revenues for the Consumer Segment was 33.1% for the six months ended June 30,
2000. The decrease was attributed to a decrease in revenues due to the
discontinued support of a database maintenance client, a decrease in production
hours due to the scheduled moving of the Arlington, Virginia communications
center to Hyattsville, Maryland, which was partially offset by the streamlining
of the Company's operations which resulted in a decrease in management
personnel.
Amortization expense for the Company decreased $0.2 million or 12.5%, to
$1.4 million for the six months ended June 30, 2001, compared to $1.6 million
for the six months ended June 30, 2000. The decrease was attributed to the sale
of the Plano, Texas communications center in June 2000, which resulted in a
write-off of $10.7 million in goodwill relating to that business.
Net interest expense for the Company was $2.6 million for the six months
ended June 30, 2001, compared to $3.1 million for the six months ended June 30,
2000. The decrease is the result of a decrease in the interest rate applicable
to the Credit Facility and a decrease in the total amount of debt outstanding.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2001, the Company had working capital of $2.5 million, a
decrease of $5.2 million from $7.7 million at December 31, 2000. Cash and cash
equivalents were $0.6 million at June 30, 2001, compared to $1.9 million at
December 31, 2000.
Net cash used in operating activities during the first half of 2001 was
$0.5 million, compared to net cash provided by operating activities of $1.7
million during the first half of 2000. The increase in net cash used was mainly
attributed to an increase in accounts payable partially offset by an increase in
accounts receivable.
The net cash used in investing activities during the first half of 2001 was
$1.5 million, compared to net cash provided by investing activities of $3.7
million during the first half of 2000. The increase in net cash used was
attributed to expenditures to upgrade the Company's facilities and install an
inventory management system.
Net cash provided by financing activities was $0.7 million for the first
half of 2001, compared to net cash used in financing activities of $8.1 million
for the first half of 2000. The increase in net cash provided by financing
activities was attributed to
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payments made in the second quarter of 2000 to reduce the Credit Facility due to
the sale of the Plano, Texas communications center compared to draws made on the
Credit Facility during the first two quarters of 2001 to fund operations and
capital expenditures.
The Company believes that its cash and cash equivalents, as well as the
cash provided by operations and the availability of funding under the Credit
Facility, will be sufficient to fund its current operations, planned
expenditures and anticipated growth of its existing business over the next
twelve months.
In addition, management believes it will be able to make the scheduled
principal payments due under the Credit Facility commencing in 2002 with cash
flows from operations and the availability of funding under the Credit Facility
with the exception of the $3 million principal payment due on March 31, 2002.
Management believes that only a portion of this principal payment will be funded
from cash flows from operations and the remaining portion from another source to
be determined by the Company.
Cautionary Statements Regarding Forward Looking Statements
From time to time, including in this report, the Company may issue
forward-looking statements within the meanings of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as
amended. These statements represent the Company's current expectations, beliefs,
future plans and strategies, anticipated events or trends concerning matters
that are not historical facts. Such forward-looking statements include, among
others, statements regarding proposed activities pursuant to agreements with
clients; possible future strategic transactions; the Company's ability to take
advantage of its recently entered into banking arrangements; future plans
relating to the Company's growth strategy and business strategy; effects of the
Company's cost reduction efforts; and trends or proposals of clients or relating
to the industries which the Company serves. Such statements involve known or
unknown risks, uncertainties and other factors that may cause the actual results
to differ materially from those expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ materially from
those expressed or implied by such forward-looking statements, include, but are
not limited to, the following: reliance, to a significant extent, on a single
industry - the pharmaceutical industry; the risk that the pharmaceutical
industry will not experience growth; reliance on a limited number of major
customers; the risk that the Company will be unable to comply with current
credit arrangements, including the risk that the Company will be unable to repay
the $3 million in principal due March 31, 2002, which failed repayment would
result in significant penalties to the Company; the need for management of any
growth that is achieved; competition from other third-party providers and those
of the Company's clients and prospective clients who may decide to perform
in-house the work that the Company does; industry consolidation which reduces
the number of clients that the Company is able to serve; potential consumer
saturation reducing the need for the Company's services; the Company's ability
to launch new products or enter into strategic alliance agreements on a timely
basis or at all; effects of the Company's loss of Nasdaq trading privileges; the
possible limited nature of any beneficial effects of cost reduction actions
undertaken by the Company; the ability of the recently hired financial advisor
to assist the Company in its efforts to enter into strategic transactions to
increase shareholder value; and the possible limited duration of significant
agreements with the Company's clients. The Company assumes no duty to update any
forward-looking statements. For a more detailed discussion of these risks and
others that could affect the Company's results, see the Company's filings with
the Securities and Exchange Commission, including the risk factors section of
the Company's Annual Report on Form 10-K for the year ended December 31, 2000
filed with the Securities and Exchange Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company's Credit Facility is subject to changes in interest rate as a
result of changes in financial market. The Credit Facility bears interest at
prime plus 3%. The outstanding principal balance on the Credit Facility was
approximately $34.5 million as of June 30, 2001. Considering the total
outstanding balance under the Credit Facility at June 30, 2001, a 1% change in
the interest rate would result in an impact to pre-taxes earnings of
approximately $0.3 million per year. The Company does not undertake any interest
rate hedging, or similar transactions to mitigate its interest rate risk.
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PART II OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 20, 2001, the Company held its 2001 Annual Meeting of Stockholders.
At the Annual Meeting, the following matters were submitted to a vote of
stockholders:
1. The following six individuals, constituting the full Board of
Directors of the Company, were nominated and elected to serve as the
Directors of the Company:
Peter D. Bewley For: 7,444,900
Withhold Authority: 825,716
Liam S. Donohue For: 7,444,900
Withhold Authority: 825,716
Lee H. Edelstein For: 7,444,900
Withhold Authority: 825,716
Michael Dinkins For: 7,444,400
Withhold Authority: 826,216
Randall J. Lewis For: 7,444,900
Withhold Authority: 825,716
Shawkat Raslan For: 7,444,900
Withhold Authority: 825,716
2. The holders of 3,986,876 shares of common stock voted in favor of, the
holders of 918,923 shares of common stock voted against, the holders of
105,618 shares of common stock abstained, and the holders of 3,259,199
shares of common stock unvoted (Broker Non-Votes), with respect to approval
of a classified Board of Directors whereby the Board would be divided into
three classes of directors serving staggard three-year terms. This matter
did not pass as it required a majority vote.
3. The holders of 8,155,017 shares of common stock voted in favor of, and
the holders of 36,450 shares of common stock voted against, and the holders
of 79,149 shares of common stock abstained, with respect to the
ratification of the selection of PricewaterhouseCoopers LLP, independent
certified public accountants, to serve as independent accountants for the
Company for the year ended December 31, 2001.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Report on Form 8-K
(i) Current Report on Form 8-K dated July 17, 2001, setting forth the press
release containing information relating to our common stock trading on
the OTC Bulletin Board.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ACCESS WORLDWIDE COMMUNICATIONS, INC.
Date: August 14, 2001
By: /s/ Michael Dinkins
-----------------------------------------------
Michael Dinkins, Chairman, President and
Chief Executive Officer
(principal executive officer)
Date: August 14, 2001
By: /s/ John Hamerski
-------------------------------------------------
John Hamerski, Executive Vice President
and Chief Financial Officer
(principal financial and accounting officer)
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