SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to .
Commission file number 0-23489
ACCESS WORLDWIDE COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 52-1309227
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4950 Communication Avenue, Suite 300
Boca Raton, Florida 33431
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (561) 226-5000
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class. Name of each exchange on which registered.
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None. None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period 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 ________
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 27, 2002 was approximately $4,459,963.
The number of shares outstanding of the registrant's Common Stock, $.01 par
value, as of March 27, 2002 was 9,740,001 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference from the Registrant's Proxy
Statement to be filed with respect to the 2002 Annual Meeting of Stockholders
and to be filed no later than April 30, 2002.
TABLE OF CONTENTS
Part I Page
Item 1. Business.................................................................... 1
Item 2. Properties.................................................................. 13
Item 3. Legal Proceedings........................................................... 13
Item 4. Submission of Matters to a Vote of Security Holders......................... 14
Part II
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters....... 14
Item 6. Selected Financial Data..................................................... 15
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations............................................................... 17
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.................. 25
Item 8. Financial Statements and Supplementary Data................................. 25
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosures....................................................... F-25
Part III
Item 10. Directors and Executive Officers of the Registrant.......................... F-25
Item 11. Executive Compensation...................................................... F-25
Item 12. Security Ownership of Certain Beneficial Owners and Management.............. F-25
Item 13. Certain Relationships and Related Transactions.............................. F-25
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K............. F-25
Index to Exhibits........................................................... F-27
Signatures.................................................................. F-31
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PART I
Item 1. Business
General
Founded in 1983, Access Worldwide Communications, Inc. ("Access Worldwide,"
"we," "our," "us," or the "Company" refers to Access Worldwide and/or, as the
context requires, one or more of our subsidiaries) is an outsourced marketing
services company that provides a variety of sales, education and communication
programs in the pharmaceutical, telecommunications and consumer products
industries to clients in various countries. We offer services that help our
clients attract new customers, maintain existing customer relationships and
increase customer loyalty and retention. We believe that our ability to provide
both strategic and tactical solutions, supported by systems and technology,
helps to differentiate us in the highly fragmented outsourced marketing services
industry.
Currently, the Company is comprised of the following two principal business
segments:
Pharmaceutical Marketing Services ("Pharmaceutical"), consisting of the AM
Medica Communications Group ("AM Medica") and TMS Professional Markets Group
("TMS") (pharmaceutical division) that provide outsourced services, including
medical education, medical publishing, pharmacy stocking and clinical trial
recruitment to the pharmaceutical and medical industries.
Consumer and Business Services ("Consumer"), consisting of the TelAc
Teleservices Group ("TelAc") and TMS (consumer and business-to-business
divisions), that provide multilingual consumer telemarketing services to clients
in the telecommunications and consumer products industries.
Until February 2002, the Pharmaceutical segment included pharmaceutical
sample distribution services offered by our Phoenix Marketing Group ("Phoenix"),
which was acquired by Express Scripts, Inc. on February 25, 2002. In addition,
we had a third, smaller business segment through January 2002, Strategic
Research Services, that consisted of our Cultural Access Group ("CAG"), which
was acquired by LuminaAmericas, Inc. on January 31, 2002, that provided
quantitative and qualitative market research to clients in various countries.
Pharmaceutical Marketing Services
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Our services enable us to help our clients influence physicians, inform
pharmacists, involve patients and impact sales by educating audiences on new
drug launches, medical devices and procedures and prescribing indications. Our
current services are described below.
Education Programs:
We work with pharmaceutical clients to educate healthcare practitioners
about drugs, devices and procedures in the following meeting formats: scientific
symposia, interactive workshops, university programs, fellows programs,
investigator/research meetings, satellite programs, roundtables, advisory board
meetings and sales training programs.
In the last 15 years, we have organized a total of more than 1,500 domestic
and international medical meetings of various sizes and offered a wide range of
pre-program, program and post-program services. In organizing these meetings, we
work with some of the medical industry's most prominent associations including
the American Academy of Family Physicians, American Heart Association and the
National Medical Association.
In addition to meeting planning services, we provide editorial support by
assigning editors to work closely with program faculty and clients in the
planning and execution of program content. Our goals are to develop effective
and valuable scientific programs while providing support for faculty in their
research and presentation development. Our largest medical education client
Pfizer, Inc. ("Pfizer") accounted for $17.0 million, or 20.9%, of our revenues
in 2001.
Physician Product Detailing:
We contact physicians on behalf of pharmaceutical companies and inform
("detail") doctors on new medications, prescribing indications and product
recalls. Our detailing services target physician prescribing habits and are
often used in conjunction with pharmaceutical clients' existing sales forces.
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We have a particular expertise in remote physician coverage and vacant
territory management. In our remote physician coverage programs, we contact
difficult-to-reach physicians, those that often are located in geographically
remote areas or high crime urban centers. Over the phone, our employees deliver
a professional product message, provide pharmaceutical sample fulfillment and
respond to the needs of physicians.
Through our vacant territory management programs, we offer a cost effective
way for pharmaceutical companies to reach physicians in sales territories that
do not have sales representatives assigned to them. Through this service, we
provide account maintenance, product sampling, product detailing and new product
launch services.
Pharmacy Product Detailing:
On behalf of our clients, we provide information to pharmacists on new
products and new indications for existing products. Our pharmacy programs reach
non-warehousing chain pharmacies, as well as regional chains, hospitals, nursing
home providers and independent retail pharmacies. Our comprehensive shipping
program can often reach and secure distribution to two-to-four times more
pharmacies than traditional wholesaler programs.
Patient Education:
We provide information on behalf of pharmaceutical clients to patients and
their families who are enrolled in caregiver support programs. We are also
experienced in medical device replacement programs and we have helped refer
patients to physicians that are participating in clinical trials.
Medical Publishing:
We offer a range of services that include: development of manuscripts,
consultation with guest authors, copy editing and proofreading, design, layout
and production, printing and custom mail programs. If a client so requests, the
end result can be an original paper for journal publications, newsletters or
sales training programs.
We have aided in the creation of original articles and supplements that
have appeared in leading journals such as the American Journal of Cardiology,
Journal of the American Association of Physician Assistants and The Consultant
Pharmacist.
Medical Audiovisual Programs:
We offer film, slide and video programs that are suited to many kinds of
product messages. Clients utilize our audiovisual services to produce
slide/lecture programs, videotapes, audiotapes and teleconferences. Upon
request, we can provide scripting, casting, animation and pre and post-
production services.
Pharmacy Stocking:
We provide a stocking service that helps pharmaceutical companies contact
pharmacists and place drugs in pharmacies across the country. Through INSTOCK
(SM), our pharmacy stocking service, we can target the 20,000 independent
pharmacies located nationwide. This service addresses what we believe is a need
within the industry to reach pharmacists at non-chain locations during the
launch phase of new products. Independent pharmacies account for 30% of the
pharmaceutical market and is often untapped by traditional stocking programs.
The INSTOCK program begins with pharmaceutical databases of pharmacists
that are updated daily. Using this contact information, appropriately trained
employees call independent pharmacists to present and explain a client's new
product, new indication or product line extension. Incentives for immediately
stocking the product are communicated with the pharmacists and any orders are
taken. These orders are processed through the pharmacy's regional wholesaler.
The stocking incentives consist mainly of cash rebates. Through relationships
with wholesale distribution centers in various states in the United States, we
have the ability to confirm that orders are fulfilled within 15 to 20 business
days.
Clinical Trial Recruitment:
We assist pharmaceutical companies in recruiting prospective patients for
clinical trials of new drugs. Our direct experience with recruitment screening
has included several studies for disease states including, among others, lung
cancer and
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Parkinson's disease. Our management team has additional experience in
the clinical arena that includes trials for arthritis, genital herpes, breast
cancer, diabetes, bi-polar disorder, influenza and emphysema. Depending on
client needs, we can provide a variety of seamless recruitment services or
execute one or more facets of a clinical trial campaign, including script
preparation, physician referrals, site support and database management.
Prior Sample Fulfillment Services:
Prior to our sale of Phoenix in February 2002, our services included the
annual shipping of millions of drug and literature samples from our sample
fulfillment centers in New Jersey. From those sampling centers, we distributed
drugs and product literature by mail to medical personnel on behalf of
pharmaceutical companies. The "single-loop" system validated all requests for
drugs using state licenses, American Medical Association and Drug Enforcement
Administration databases. Valid shipping manifests and labels were generated as
we picked, packed and shipped samples to targeted medical practitioners. Follow-
up letters were produced, driven by an automatic reject system. The system
processed and stored acknowledgements of delivery, closing the sample
fulfillment loop. Returned products were quarantined and processed for
destruction. A destruction acknowledgement closed the returned goods loop. Our
largest sample fulfillment client, AstraZeneca PLC ("AstraZeneca"), accounted
for $19.3 million, or 23.8% of our revenues in 2001. Phoenix was the major
provider of services to AstraZeneca. Accordingly, after we sold Phoenix, we
ceased to perform most of the services we had been performing for AstraZeneca.
Phoenix accounted for $28.4 million, or 35.0%, of our revenues for the year
ended December 31, 2001, $22.1 million, or 25.3%, of our revenues for the year
ended December 31, 2000 and $15.7 million, or 19.3%, of our revenues for the
year ended December 31, 1999. Phoenix's earnings before interest, taxes,
depreciation and amortization ("EBITDA"), as defined in Note 19 was $5.3
million, or 85.5% of our EBITDA for the year ended December 31, 2001, $1.9
million, or 28.8% of our EBITDA for the year ended December 31, 2000 and $1.1
million, or 30.6% of our EBITDA for the year ended December 31, 1999.
Consumer and Business Services
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We provide marketing programs in the business-to-consumer and
business-to-business services contexts, including marketing telecommunications
services on behalf of various providers, which are aimed at enabling our clients
to access new markets, acquire new customers and satisfy existing customers.
We can reach the growing multicultural markets in the United States with
more than 900 multilingual customer service and telesales professionals in three
communication centers. We use multilingual software, translated into 15
languages, to access up to 50,000 multilingual households daily. Our
multicultural and multilingual staff can execute consumer services programs in a
variety of languages, including Korean, Mandarin, Spanish and Vietnamese.
We offer our clients customer services to retain existing client's
customers, win-back programs to reestablish relationships with our client's
former customers and acquisition campaigns to attract prospective new customers.
Our largest teleservices client, Sprint Corporation ("Sprint") accounted for
$11.1 million, or 13.7% of our revenues in 2001.
Prior Segment
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Prior to the sale of CAG to LuminaAmericas, Inc. on January 31, 2002, we
provided in-language, in-culture market research services and consulting
services to Fortune 500 companies in a variety of industries. The research
services encompassed market area profiles, target audience segmentation,
marketing and advertising effectiveness, culture market opportunity assessment,
new product concepting and testing, awareness, attitude and usage studies,
opinion polling, readership and viewership studies, and customer satisfaction
surveys. These activities accounted for $4.5 million, or 5.6%, of our revenues
for the year ended December 31, 2001, $4.3 million, or 4.9%, of our revenues for
the year ended December 31, 2000, and $4.3 million, or 5.3% of our revenues for
the year ended December 31, 1999. EBITDA for these activities was $(0.3)
million, or (4.8)% of our EBITDA for the year ended December 31, 2001, $0.08
million, or 1.2% of our EBITDA for the year ended December 31, 2000 and $(0.2)
million, or (5.6%) of our EBITDA for the year ended December 31, 1999.
Technology & Infrastructure
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We have a technology infrastructure that includes an Intranet platform and
a Java Enabled Scripting System. The system has four key functions; 1) sales
support and data entry of Internet orders, 2) full computer telephony
integration functionality, 3) data systems and support and 4) HTML and database
updates.
In addition, we have Rockwell Spectrum Automatic Call Distributors ("ACD")
located at our communication centers. The ACD switch technology allows a center
to handle inbound calls with a great deal of flexibility with respect to
staffing or complexity of calls. The equipment also expands the scope of
services to include larger and more complex sales campaigns.
The ACD with the "Personal Greeting" feature allows one-to-one
communicators to greet each caller with exactly the same message in the correct
language. The ACD also provides daily reporting of calls by the half-hour and
ability to track the marketing source to which the caller is responding.
Our Intranet technology platform delivers multilingual scripting (character
and non-character based). Secured and parallel Internet connectivity at
individual workstations enables Web access, when appropriate.
Industry Overview
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The outsourced marketing services industry has grown in recent years and
now includes a variety of companies offering a range of communication services.
Marketing companies now include large advertising agencies, international and
regional communication centers, boutique firms and multi-billion dollar national
consulting conglomerates.
Based on data from the Direct Marketing Association, a trade association
for users and suppliers in the direct, database and interactive marketing
fields, U.S. sales revenue attributable to direct marketing reached $1.7
trillion in 2000 and is expected to grow by 9.6% annually to reach $2.7 trillion
by 2005.
Pharmaceutical companies spend substantial sums annually on promotional and
marketing meetings and events, including peer-to-peer meetings, symposia, third-
party events and teleconferences. Pharmaceutical companies have relied for many
years on third party providers of promotional, marketing and educational
conferencing services. It has been reported in recent years that changes in the
pharmaceutical industry have led to greater outsourcing of promotional and sales
logistic functions.
These expenditures reflect the trend of companies to turn to third party
marketing and communications organizations to provide integrated services across
multiple disciplines, such as medical education, multilingual communications and
pharmaceutical marketing. These integrated services offer a consistent presence,
which can maximize the effectiveness of each client's message, and better
coordinate marketing activities.
At the same time, providers of promotional, marketing and educational
services to such companies have broadened their means of communicating with
target audiences from traditional mass communications to product detailing,
peer-to-peer meetings, telecommunications, and various other forms of marketing,
education and sales solutions.
In addition, due to the rising percentages of multilingual and
multicultural markets in the U.S., there is increasing recognition among
providers of goods and services of the fundamental need to "speak the language"
of the customer as a means of effectively presenting a product and improving
customer retention rates.
We believe there are significant barriers to becoming an outsourced
marketing services company with national capabilities in industries governed by
state and federal regulations. Some of these barriers include the development of
a broad range of marketing knowledge and expertise, the infrastructure and
experience necessary to serve the demands of clients, the ability to
simultaneously manage complex marketing programs in multiple jurisdictions, the
development and maintenance of the necessary information technology systems, and
the establishment of solid working relationships with clients. We believe that
we have the foregoing capabilities. However, as a result of, among other things,
the risks described below, we cannot assure you that we will be able to maintain
these capabilities or otherwise be able to successfully compete for clients.
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Company Business Strategy & Recent Events
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Overview
Our business strategy consists of continuing to operate our existing
businesses on as cost-effective a basis as practicable while continuing to
explore a variety of possible strategic alternatives that could increase
shareholder value, including the possible sale of one or more of our businesses
or a transaction involving the Company as a whole.
Strategic Alternatives
With respect to strategic transactions, our activities to date are
described below.
On May 29, 2001, we announced that we had hired as financial advisor, HNY
Associates, LLC, a Fort Lee, New Jersey-based investment banking firm focusing
on the financing and advisory needs of small and middle market companies, to
assist in our exploration of strategic alternatives. On October 30, 2001, we
announced that we had hired Alterity Partners, LLC, a mergers and acquisitions
advisor to companies primarily in the technology and healthcare sectors, to
assist us in exploring strategic alternatives for our sample fulfillment
operations.
On December 19, 2001, our Board unanimously approved the sale of Phoenix
and entered into an agreement to sell the assets of Phoenix to Express Scripts,
Inc. (NASDAQ: ESRX), a pharmacy benefit management company, for $33.0 million in
cash, plus the assumption of certain liabilities totaling approximately $2.0
million. The transaction was approved by our stockholders and Bank of America
N.A., as agent for a group of lenders (the "Bank Group"), and was completed on
February 25, 2002. We used the net proceeds from the sale to reduce our debt
with the Bank Group by $29.5 million.
We sold CAG on January 31, 2002 to LuminaAmericas, Inc., a provider of
integrated marketing solutions for the US-Hispanic and Latin America markets,
for $1.2 million in cash, plus the assumption of certain liabilities totaling
approximately $0.5 million. The net proceeds from the sale were used to pay down
our debt with the Bank Group by $0.9 million.
Other Recent Events
In connection with our recent downsizing through the sale of Phoenix and
CAG, we renegotiated our credit facility (the "Credit Facility") and entered
into the Fifth and Sixth Amendment and Waiver agreements (the "Amendments"). The
Amendments extend the loan arrangement through July 1, 2003 and amend certain
provisions of the Credit Facility including requiring us, as a result of the
release of $1.5 million from the Phoenix transaction tax escrow account in
connection with the sale of Phoenix, to repay such amount on the outstanding
balance of the Credit Facility and limits (a) the revolving committed amount to
(i) $5.5 million through May 31, 2002; (ii) $6.5 million from June 1, 2002
through March 31, 2003, and (iii) $5.7 million from April 1, 2003 through June
30, 2003 and (b) the capital expenditures to $1.8 million during 2002.
As part of our efforts to reduce expenses, Michael Dinkins, President and
Chief Executive Officer since August 1999, and Chairman of the Board since March
2000 and a senior officer of the Company since August 1997, resigned from the
Board effective March 4, 2002, and as President and Chief Executive Officer
effective March 29, 2002.
An existing Board member, Shawkat Raslan, assumed the Chairman's role on
March 4, 2002 and the President and Chief Executive Officer positions on March
30, 2002. Mr. Raslan has been a Director of the Company since May 1997. Since
June 1983, he has served as President and Chief Executive Officer of
International Resources Holdings, Inc., an asset management and investment
advisory service for international clients. Due to his new responsibilities, he
has entered into a two-year employment agreement with Access Worldwide that
includes an annual salary of $150,000 with a bonus potential of 50% of his base
salary. The employment agreement can be canceled by either Mr. Raslan or the
Company with 30 days' notice and does not provide for any severance payments in
that event.
On March 5, 2002, Lee Edelstein was named President and Chief Executive
Officer of TMS. Mr. Edelstein founded TMS and has been a member of our Board of
Directors since October 1997. He assumed the position from Mary Sanchez, who
resigned on March 5, 2002.
Total severance costs for former employees who have resigned or were
terminated are estimated at $1.0 million, including a compensation package
totaling approximately $636,000 for Mr. Dinkins. These severance costs also
include severance packages for Ms. Sanchez and Bernard Tronel, former Senior
Vice President and Chief Operating Officer of TelAc and TMS, among others, and
resulted in a one-time charge to our earnings that was incurred in the first
quarter of 2002.
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Patents, Trademarks, Service Marks & Licenses
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Our service marks relate to the names, "Access Worldwide" and "Access
Worldwide Communications, Inc." and to our logo. The name, "Access Worldwide
Communications, Inc." and our logo received Certificates of Registration from
the U.S. Patent and Trademark Office in 2001.
Our application for the name, "Access Worldwide", is currently pending with
the U.S. Patent and Trademark Office. In June 2001, legal counsel for World
Access, Inc. requested an extension of time to oppose our application.
Currently, our legal counsel is reviewing the matter with World Access
representatives. If we were to lose the right to use the name "Access Worldwide"
in our business, it could have a material, adverse effect on the Company.
Government Regulation
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Several industries in which our clients operate are subject to varying
degrees of governmental regulation, particularly the pharmaceutical, healthcare
and telecommunications industries. Generally, compliance with these regulations
is the responsibility of our clients. However, we could be subject to a variety
of enforcement or private actions for our failure or the failure of our clients
to comply with such regulations.
Pharmaceutical Regulations
Pharmaceutical companies, in particular, and the healthcare industry, in
general, are subject to significant federal and state regulations. The Food,
Drug and Cosmetics Act regulates the approval, labeling, advertising, promotion,
sale and distribution of drugs. The Food and Drug Administration ("FDA") also
regulates promotional activities involving prescription drugs. There can be no
assurance that additional federal or state legislation or rules regulating the
pharmaceutical or healthcare industries will not be enacted. Any such new
legislation or rules could limit the scope of our services or significantly
increase the cost of regulatory compliance.
In addition, pharmaceutical and marketing companies must comply with
industry and professional association guidelines that were established to
prevent conflicts of interest and apply to payments, gifts and reimbursements to
members of the medical community. Any future guidelines or regulations may
impact our businesses, particularly AM Medica, and could create an adverse
effect on the demand for our medical education services.
Telecommunications Regulations
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Our communication centers must comply with a variety of regulations as
well. The Federal Communications Commission ("FCC") rules under the Federal
Telephone Consumer Act of 1991, which limits the hours which telemarketers may
call consumers and prohibits the use of automated telephone dialing equipment to
call certain telephone numbers.
The Federal Telemarketing and Consumer Fraud and Abuse Protection Act of
1994 ("TCFAPA") broadly authorizes the Federal Trade Commission ("FTC") to issue
regulations prohibiting misrepresentation in telephone sales. In 1995, the FTC
issued regulations under the TCFAPA, which, among other things, require
telemarketers to make certain disclosures when soliciting sales.
We believe our operating procedures comply with the telephone solicitation
rules of the FCC and FTC. However, we cannot assure you that additional federal
or state legislation, or changes in regulatory implementation, would not limit
the activities of the Company or our clients in the future or significantly
increase the cost of regulatory compliance.
One of the significant regulations of the FCC applicable to long distance
carriers prohibits the unauthorized switching of subscribers' long distance
carriers, known in the industry as "slamming." A fine of up to $100,000 may be
imposed by the FCC for each instance of slamming. In order to prevent these
unauthorized switches, federal law requires that switches authorized over the
telephone, such as through our teleservices, be verified contemporaneously by a
third party. Third party verification generally is not required for switches
obtained in person, such as those obtained by members of a direct field sales
force. Our training and other procedures are designed to prevent unauthorized
switching. However, we cannot assure you that each employee will always follow
our mandated procedures and applicable law. Accordingly, it is possible that
employees in some instances engage in unauthorized activities, including
slamming.
We investigate consumer complaints reported to our telecommunications
clients and report the results to such clients. To our knowledge, no FCC
complaint has been brought against any of our clients as a result of our
services, although we believe that the FCC generally examines the sales
activities of long distance telecommunications providers, including our clients,
and the activities of outside vendors, such as the Company, used by such
providers. If any complaints were brought against a client of ours, that client
might assert that such complaints constituted a breach of its agreement with us
and, if material, seek to terminate the contract. Any termination by Sprint, our
largest teleservices client, would likely have an adverse material effect on the
Company. If such complaints resulted in fines being assessed against a client of
ours, the client could seek to recover such fines from us.
Competition
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The outsourced marketing services industry in which we operate is very
competitive and highly fragmented. We compete with other outsourced marketing
services companies, ranging in size from very small companies offering
specialized applications or short-term projects to large independent companies.
While many companies provide outsourced marketing services, we believe that
there is no single company that dominates the entire industry. Particularly in
view of our recent downsizing, a significant number of our competitors and
potential competitors have more extensive marketing capabilities, more extensive
experience and greater financial resources than the Company. Consolidation among
prospective clients also increases competition for buyers for our services.
There can be no assurance that we will be able to compete successfully or that
competitive pressures will not materially and adversely affect the Company.
Pharmaceutical Markets and Medical Education Competitors
In the pharmaceutical and medical education industries, we have many
competitors including the in-house sales and marketing departments of current
and potential clients, large advertising agencies and national consulting firms
that offer healthcare consulting and medical communications services, including
boutique firms specializing in the healthcare industry and the healthcare
departments of large firms.
We face some of our most significant competition from other companies that
provide outsourced promotional and educational services and from large
advertising agencies which may seek to expand their service offerings. In
addition, the pharmaceutical companies' in-house sales and marketing departments
may provide similar services to those provided by us and competition could
increase as a result of the expansion of the in-house marketing capabilities by
our customers or in the pharmaceutical industry in general.
Some of our competitors are smaller, regionally focused companies that
provide a limited number of promotional, marketing and educational services,
usually focused on the pharmaceutical industry. Several of these competitors,
however, offer services that are wider in scope than those we offer. There also
are many large providers of symposia and educational conferences.
Communication Center Competitors
The teleservices industry is extremely fragmented with many companies
offering some form of communication center management, customer service,
consulting, lead generation, fulfillment or database management services. We
compete with public teleservices companies, such as ICT Group, Inc. and SITEL
Corporation, that have significantly greater financial resources and more
centers, as well as smaller, independent companies that have a niche in the
multicultural or pharmaceutical marketing industries.
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In addition, some clients use more than one teleservices firm at a time and
reallocate work among the various providers. This creates a project-by-project
comparison of the performance of the various vendors in order to win new
programs.
Our direct marketing services business is also subject to competition from
more technologically sophisticated companies than Access Worldwide, and
management anticipates that such competition will intensify in the future. There
can be no assurance that competitors will not introduce products or services
that would achieve greater market acceptance or would be technologically
superior to our products or services.
Furthermore, we believe that the growth in the telephone marketing
industry, expected to reach $373.3 billion by 2005, according to the Direct
Marketing Association, may attract new competitors to the industry. New
companies may have greater resources than we do and could intensify the
competition in the industry.
We also compete with companies that have overseas communication centers
that offer multiple languages and lower cost of labor. Increasingly, companies
have begun to utilize centers located in countries where the language in
question is spoken to call consumers in the United States that speak that
language. In addition, due to lower cost of labor, potential clients of ours are
utilizing communication centers in countries such as Canada and India to reach
U.S. consumers in English. These trends, if they continue, could materially,
adversely affect our financial condition.
As in the medical education arena, we must also compete against our
clients, to the extent they make the decision to perform their telemarketing in-
house. Several of our clients, potential clients and competitors have
significant internal marketing staff and communication centers that are
superior to our resources.
In addition, the effectiveness of marketing by telephone and other direct
methods could decrease as a result of consumer saturation and increased consumer
resistance to such marketing methods. There can be no assurance that we will be
able to anticipate and successfully respond in a timely manner to any such
decrease.
Forward-Looking Statements
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From time to time, including in this report, we may publish forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities and Exchange Act of 1934, as amended.
Those statements represent our 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;
. Future plans relating to our business strategy, and possible strategic
transactions; and,
. Trends, or proposals, or activities of clients or industries which we serve.
Such statements involve known and 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:
. Additional risks as a result of our recent downsizing;
. Competition from other third-party providers and those of our clients and
prospects who may decide to do the work that we do in-house;
. Industry consolidation which reduces the number of clients that we are able
to serve;
. Potential consumer saturation reducing the need for our services;
. Certain needs for our growth;
. Our dependence on the continuation of the trend towards outsourcing;
. Dependence on the industries we serve;
. The effect of change in a drug's lifecycle;
. Our ability and our clients' ability to comply with state, federal and
industry regulations;
. Reliance on a limited number of major customers;
. The effects of possible contract cancellations;
. Reliance on technology;
. Reliance on key personnel and our labor force and recent changes in
management;
. The possible prolonged impact of the events of September 11 and the general
downturn in the U.S. economy;
. The effect of an interruption of our business;
. Risks associated with our Credit Facility;
. Risks associated with our stock trading on the OTC Bulletin Board; and,
. The volatiliy of our stock price.
7
Certain Factors that May Affect Future Operating Results
- --------------------------------------------------------
In addition to other information set forth in this report, readers should
carefully consider the following risk factors in evaluating Access Worldwide and
our business.
After the sales of Phoenix and CAG, we face additional risks.
- ------------------------------------------------------------
After our sales of Phoenix and CAG, our business consists primarily of
inbound and outbound telemarketing services and medical education. We are
seeking strategic transactions, including the sale of one or more of our
remaining divisions or a transaction involving Access Worldwide as a whole;
however, we cannot assure you that we will be able to enter into any such
strategic transactions on terms acceptable to us or at all. In addition, after
the sale of Phoenix and CAG, our business is significantly smaller and more
narrowly focused than it has been in preceding years, thus creating greater
risks to us if a portion of our business fails to perform satisfactorily. Such
failure to perform could adversely affect our financial condition and results of
operation.
To the extent any of our divisions are sold individually, we do not intend
to distribute any portion of the proceeds therefrom to our stockholders and we
intend to use any net proceeds from such sales to pay down the outstanding
amount of indebtedness under our Credit Facility.
Under the respective agreements for the sale of Phoenix and CAG, we have
agreed to indemnify the purchasers and individuals and entities related to the
purchasers for any breach of our representations and warranties in those
agreements and for certain other matters. This means that, if material
statements made in those agreements are untrue, or if we fail to fulfill our
obligations under those agreements, and the buyer acted in accordance with their
obligations then we may be required to pay amounts to compensate them for any
damages they incur.
In addition, Phoenix accounted for 35.0% of the Company's revenues of $81.1
million and 85.5% of the Company's earnings before interest, taxes, depreciation
and amortization ("EBITDA") of $6.2 million for the year ended December 31,
2001. Accordingly, the absence of Phoenix will result in the Company's revenues
and EBITDA being reduced by a significant level for 2002 and any future years
during which we operate.
Access Worldwide may be adversely impacted by competition, industry
- -------------------------------------------------------------------
consolidation and potential consumer saturation.
- -----------------------------------------------
The outsourced marketing services industry in which we operate is very
competitive and highly fragmented. We compete with other outsourced marketing
services companies, ranging in size from very small companies offering
specialized applications or short-term projects to large independent companies.
While many companies provide outsourced marketing services, we believe that
there is no single company that dominates the entire industry. Particularly in
view of our recent downsizing, a significant number of our competitors and
potential competitors have more extensive marketing capabilities, more extensive
experience and greater financial resources than the Company. Consolidation among
prospective clients also increases competition for buyers for our services.
There can be no assurance that we will be able to compete successfully or that
competitive pressures will not materially and adversely affect the Company.
Pharmaceutical Marketing and Medical Education Competitors
In the pharmaceutical marketing and medical education industries, we have
many competitors including the in-house sales and marketing departments of
current and potential clients, large advertising agencies and national
consulting firms that offer healthcare consulting and medical communication
services, including boutique firms specializing in the healthcare industry and
the healthcare departments of large firms.
We face some of our most significant competition from other companies that
provide outsourced promotional and educational services and from large
advertising agencies which may seek to expand their service offerings. In
addition, the pharmaceutical companies' in-house sales and marketing departments
may provide similar services to those provided by us and competition could
increase as a result of the expansion of the in-house marketing capabilities by
our customers or in the pharmaceutical industry in general.
Some of our competitors are smaller, regionally focused companies that
provide a limited number of promotional, marketing and educational services,
usually focused on the pharmaceutical industry. Several of these competitors,
however, offer services that are wider in scope than those we offer. There also
are many large providers of symposia and educational conferences.
Communication Center Competitors
The teleservices industry is extremely fragmented with many companies
offering some form of communication center management, customer service,
consulting, lead generation, fulfillment or database management services. We
compete with public teleservices companies, such as ICT Group, Inc. and SITEL
Corporation, that have significantly greater financial resources and more
centers, as well as smaller, independent companies that have a niche in the
multicultural or pharmaceutical marketing industries.
In addition, some clients use more than one teleservices firm at a time and
reallocate work among the various providers. This creates a project-by-project
comparison of the performance of the various vendors in order to win new
programs.
Our direct marketing services business is also subject to competition from
more technologically sophisticated companies than Access Worldwide, and
management anticipates that such competition will intensify in the future. There
can be no assurance that competitors will not introduce products or services
that would achieve greater market acceptance or would be technologically
superior to our products or services.
Furthermore, we believe that the growth in the telephone marketing industry,
expected to reach $373.3 billion by 2005, according to the Direct Marketing
Association, may attract new competitors to the industry. New companies may have
greater resources than we do and could intensify the competition in the
industry.
We also compete with companies that have overseas communication centers
that offer multiple languages and lower cost of labor. Increasingly, companies
have begun to utilize centers located in countries where the language in
question is spoken to call consumers in the United States that speak that
language. In addition, due to lower cost of labor, potential clients of ours are
utilizing communication centers in countries such as Canada and India to reach
U.S. consumers in English. These trends, if they continue, could materially,
adversely affect our financial condition.
As in the medical education arena, we must also compete against our
clients, to the extent they make the decision to perform their telemarketing in-
house. Several of our clients, potential clients and competitors have
significant internal marketing staff and communication centers that are superior
to our resources.
In addition, the effectiveness of marketing by telephone and other direct
methods could decrease as a result of consumer saturation and increased consumer
resistance to such marketing methods. There can be no assurance that we will be
able to anticipate and successfully respond in a timely manner to any such
decrease.
8
Our growth is dependent on various factors.
- ------------------------------------------
Our business and future operations depend significantly on our ability to
utilize our existing infrastructure and databases to perform services for new
clients, as well as on our ability to develop and successfully implement new
marketing methods or channels for new services for existing clients.
Continued growth will also depend on a number of other factors, including,
but not limited to, our ability to:
. Maintain the high quality of services we provide to customers;
. Recruit, motivate and retain qualified personnel;
. Train existing sales representatives or recruit new sales
representatives to sell various categories of services; and
. Open new service facilities in a timely and cost-effective manner.
If we are unable to introduce new innovative services, we could fail to
obtain new clients and lose current clients upon the termination of existing
agreements.
In light of, among other things, our recent downsizing, and the more
limited resources available to us as a result thereof, we cannot assure you that
we will be able to effectuate any of the mentioned items effectively. Any growth
that we would be able to attain would require the implementation of enhanced
operational and financial systems and resources, as well as additional
management of the resources needed for which we may not have available. Any such
growth, if not managed effectively, could have a material adverse effect on the
Company.
Access Worldwide's future growth is dependent on the trend toward outsourcing.
- -----------------------------------------------------------------------------
Our business and future operations depend largely on the industry trend
toward outsourcing marketing services, particularly by pharmaceutical and
telecommunications companies. There can be no assurance that this trend will
continue, as companies may elect to perform such services internally. A
significant change in the direction of this trend, particularly, whereby such
industries cease or reduce their use of outsourced marketing services, such as
those provided by us, could have a material adverse effect on the Company.
Access Worldwide is heavily dependent on the industries it serves, particularly
- -------------------------------------------------------------------------------
the pharmaceutical and telecommunications industries.
- ----------------------------------------------------
Our business and future operations are dependent to a great extent on the
industries we serve, particularly the pharmaceutical and telecommunications
industries. We also rely heavily on pharmaceutical and telecommunications
companies increasing their marketing budgets as to which there can be no
assurance. There can be no assurance that the pharmaceutical and
telecommunications industries will grow or that they will continue to utilize
entities such as Access Worldwide for outsourced marketing services. In
addition, there can be no assurance that our business will benefit from any
growth that these industries experience.
These industries are heavily regulated by federal and state authorities.
Existing regulation, or increased regulation in the future, could negatively
impact the ability of the industries to operate or grow. Anything that inhibits
the operations or growth of the pharmaceutical and telecommunications industries
could have a material adverse effect on the Company.
Access Worldwide may be affected by changes in a drug's lifecycle.
- -----------------------------------------------------------------
A substantial portion of our contracts are with pharmaceutical companies
for medical education, product stocking and detailing services. We may be
negatively impacted if contracts are delayed or cancelled as a result of new
drugs not receiving FDA approval or existing drugs being removed from the market
due to health or safety issues. Though we have cancellation clauses in some of
our contracts allowing us to recoup any expenditure that was made to support a
program in the event of such non-approval or non-renewal, such cancellations
could materially affect the Company.
Access Worldwide is subject to extensive regulations and compliance with these
- ------------------------------------------------------------------------------
regulations can be costly, time consuming and subject the Company to fines for
- ------------------------------------------------------------------------------
non-compliance.
- --------------
Several industries in which our clients operate are subject to varying
degrees of governmental regulation, particularly the pharmaceutical and
telecommunications industries. Generally, compliance with these regulations is
the responsibility
9
of our clients. However, we are subject to a variety of enforcement or private
actions for our failure or the failure of our clients to comply with such
regulations.
Pharmaceutical companies, in particular, and the healthcare industry, in
general, are subject to significant federal and state regulations. There can be
no assurance that additional federal or state legislation or rules regulating
the pharmaceutical or healthcare industries will not be enacted. Any such new
legislation or rules could limit the scope of our services or significantly
increase the cost of regulatory compliance.
Our communication centers must comply with a variety of regulations as
well. We believe our operating procedures comply with the telephone solicitation
rules of the FCC and FTC. However, we cannot assure you that additional federal
or state legislation, or changes in regulatory implementation, would not limit
the activities of the Company or our clients in the future or significantly
increase the cost of regulatory compliance.
Access Worldwide could be severely impacted by the loss of any of the Company's
- -------------------------------------------------------------------------------
largest clients.
- ---------------
Our largest clients, AstraZeneca, Sprint and Pfizer, together accounted for
approximately 58.4% of Access Worldwide's revenues for the year ended December
31, 2001. Phoenix was the major provider of services to AstraZeneca and revenues
generated by Phoenix from AstraZeneca projects represented 23.8% of our revenues
for the year ended December 31, 2001. Accordingly, after we sold Phoenix, we
ceased to perform most of the services we had been performing for AstraZeneca.
There can be no assurance that Sprint and Pfizer will continue to do business
with us, and the loss of business from either of these clients could have a
material adverse effect on the Company.
Access Worldwide could be affected by a loss of contracts.
- ---------------------------------------------------------
The majority of our contracts are short-term and cancelable on 90 days
notice or less, including, in the case of one principal client, cancellation by
that client can be made with no advance notice. Although the contracts typically
require payment of certain fees in the event the contract is terminated, the
loss of any of our large contracts or the loss of multiple contracts could have
a material adverse effect on the Company.
Access Worldwide relies on technology and could be adversely affected if we are
- -------------------------------------------------------------------------------
unable to maintain our facilities with the needed equipment.
- -----------------------------------------------------------
We have invested significant funds in specialized telecommunications and
computer technologies and equipment to provide customized solutions to meet our
clients' needs. In addition, we have invested significantly in sophisticated
proprietary databases and software that enable us to market our clients'
products to targeted markets. We anticipate that it will be necessary to
continue to select, invest in and develop new and enhanced technology and
proprietary databases on a timely basis in the future in order to maintain our
competitiveness.
We have made commitments to finance leased equipment and have expended
substantial time and resources to train our personnel in the operation of our
existing equipment and to integrate the operations of our systems and
facilities. In the event of substantial improvements in computer technologies
and telecommunications equipment, we may be required to acquire such new
technologies and equipment at significant cost and/or phase out a portion of our
existing equipment. There can be no assurance that our technologies and
equipment will not be rendered obsolete or our services rendered less
marketable.
In light of, among other things, our recent and continuing downsizing, and
the more limited resources available to us as a result thereof, we cannot assure
you that we will be able to continue to develop and maintain the technology and
systems necessary for our business.
Access Worldwide is dependent on key personnel and may be affected by recent
- ----------------------------------------------------------------------------
changes in senior management.
- ----------------------------
The success of the Company depends in large part upon the abilities and
continued service of our key management personnel. Although we have employment
agreements with the executive officers that we consider to be key to our
success, we cannot assure stockholders that we will be able to retain the
services of such key personnel, and the failure of the Company to retain the
services of all of our key personnel could have a material adverse effect on our
business, including our financial condition and results of operations.
10
As part of our efforts to reduce expenses, Michael Dinkins, President and
Chief Executive Officer since August 1999, Chairman of the Board since March
2000 and a senior officer of the Company since August 1997, resigned from the
Board effective March 4, 2002, and as President and Chief Executive Officer
effective March 29, 2002.
An existing Board member, Shawkat Raslan, assumed the Chairman's role on
March 4, 2002 and the President and Chief Executive Officer positions on March
30, 2002. Mr. Raslan has been a Director of the Company since May 1997. Since
June 1983, he has served as President and Chief Executive Officer of
International Resources Holdings, Inc., an asset management and investment
advisory service for international clients. Due to his new responsibilities, he
has entered into a two-year employment agreement with Access Worldwide that
includes an annual salary of $150,000 with a bonus potential of 50% of his base
salary. The employment agreement can be canceled by either Mr. Raslan or the
Company with 30 days' notice and does not provide for any severance payments in
that event. Mr. Raslan has not, however, previously been the senior executive of
an entity that provides services of the type we provide.
On March 5, 2002, Lee Edelstein was named President and Chief Executive
Officer of TMS. Mr. Edelstein founded TMS and has been a member of our Board of
Directors since October 1997. He assumed the position from Mary Sanchez, who
resigned on March 5, 2002.
Other management personnel have left the Company recently and others may
leave in the near the future. We cannot assure you that the absence of these
management personnel will not have a material adverse effect on our business.
In addition, in order to support any growth that we are able to effectuate,
we will be required to recruit and retain additional qualified management
personnel. In light of, among other things, our recent and continuing
downsizing, and the more limited resources available to us as a result thereof,
we cannot assure you that we will be able to recruit and retain such personnel.
Our inability to attract and retain such personnel could have a material adverse
effect on our business, financial condition and results of operations.
Access Worldwide is dependent on its labor force and could be affected by
- -------------------------------------------------------------------------
potentially high turnover rates.
- -------------------------------
Many aspects of our business are labor intensive with the potential, based
on the nature of much of our work force, for high personnel turnover. Our
operations typically require specially trained persons, such as those employees
who market services and products in languages other than English and those
employees with expertise in the pharmaceutical detailing business. A higher
turnover rate among our employees would increase our recruiting and training
costs and decrease operating efficiencies and productivity. In addition, any
growth in our business will require us to recruit and train qualified personnel
at an accelerated rate from time to time. There can be no assurance that we will
be able to continue to hire, train and retain a sufficient labor force of
qualified persons to meet the needs of our business.
Access Worldwide was impacted by the events of September 11, 2001 and may be
- ----------------------------------------------------------------------------
impacted in the future by events of a similar nature.
- ----------------------------------------------------
Our businesses were impacted by the events of September 11, 2001 and may be
affected by future events of a similar nature.
Following September 11, 2001, we experienced among other things, lost
production days at our communication centers, lower than expected call volume
and cancelled medical education meetings.
While the impact on the communication centers appears to have been short
term, the impact on our medical education business has been more significant.
Under the percentage of completion method of recognizing revenues, we recognize
a percentage of the revenues for a medical meeting once a proposal is approved.
Our fourth quarter of 2001 was negatively affected by fewer approvals of these
proposals. We anticipate that our clients will be reluctant to book meetings far
in advance as they had done prior to September 11, 2001. In that event, our
financial condition and result of operations could be materially adversely
affected.
To the extent that there are any further events of a nature similar to that
of September 11, or a prolonged downturn in the U.S. economy, the Company could
experience an adverse effect. Our financial condition and results of operations
could be materially adversely affected.
Access Worldwide could be affected by a business interruption.
- -------------------------------------------------------------
Our business is highly dependent on our computer, software and telephone
equipment. The temporary or permanent loss of such systems or equipment, through
casualty or operating malfunction, or a significant increase in the cost of
telephone services that is not recoverable through an increase in the price of
our services, could have a material adverse effect on the Company. Our property
and business interruption insurance may not adequately compensate us for all
losses that we may incur in any such event.
Access Worldwide faces risks relating to its financing.
- ------------------------------------------------------
Our principal financing arrangement currently consists of our Credit
Facility with the Bank Group.
On February 22, 2002, we entered into the Fifth Amendment Agreement and
Waiver (the "Fifth Amendment") to the Credit Facility and its amendments with
the Bank Group. The Fifth Amendment limits the revolving committed amount to (i)
$7.0 million through May 31, 2002; (ii) $8.0 million from June 1, 2002 through
March 31, 2003; and (iii) $7.2 million from April 1, 2003 through June 30, 2003.
In addition, the Fifth Amendment allows for funding of $1.8 million in capital
expenditures in 2002.
On April 5, 2002, we entered into the Sixth Amendment and Waiver agreement
(the "Sixth Amendment") to the Credit Facility with the Bank Group which amends
certain provisions of the Credit Facility including requiring us to pay an
additional $1.5 million from the remaining Phoenix transaction proceeds, to
repay such amount on the outstanding balance of the Credit Facility and limits
the revolving committed amount to (i) $5.5 million through May 31, 2002; (ii)
$6.5 million from June 1, 2002 through March 31, 2003, and (iii) $5.7 million
from April 1, 2003 through June 30, 2003.
11
We cannot assure you that the funds available under our Credit Facility
will be sufficient to operate the Company. If we are unable to refinance the
Credit Facility on acceptable terms, our business and financial condition would
be materially adversely affected. We cannot assure you that we will be able to
obtain any such refinancing on terms that are acceptable to the Company or at
all.
Our Credit Facility could limit our actions.
- -------------------------------------------
Our Credit Facility contains certain affirmative and negative financial
covenants, including limitations on capital expenditures and incurrence of
additional debt, and requirements to achieve certain EBITDA targets. These
covenants could restrict us from taking actions which our management believes
would be desirable and in the best interests of Access Worldwide and our
shareholders.
Additionally, our ability to comply with these covenants can be affected by
events beyond our control, and we may not be able to meet these covenants. A
breach of any of these covenants could result in a default under our Credit
Facility. Upon the occurrence of a breach, the outstanding principal, together
with all accrued interest under our Credit Facility will at the option of our
Bank Group become immediately due and payable. If we were unable to repay
amounts that become due under the Credit Facility, our Bank Group could proceed
against the collateral granted to them to secure that indebtedness.
Substantially all of our assets are pledged as security under our Credit
Facility. If the indebtedness under our Credit Facility were to be accelerated,
our assets may not be sufficient to repay in full our indebtedness.
Our stock price has declined substantially in the previous year and may become
- ------------------------------------------------------------------------------
more volatile.
- -------------
The market price of Access Worldwide's common stock has fluctuated in the
past and is likely to fluctuate in the future as well. The price has fallen from
$0.625 per share on January 2, 2001 to $0.50 per share on March 27, 2002.
Factors that may have a significant impact on the market price of the stock
include:
. Future announcements concerning Access Worldwide or our competitors;
. Results of technological innovations or service extensions;
. Government regulations; and
. Changes in general market conditions, particularly in the market for
micro-cap stocks.
Shortfalls in Access Worldwide's revenues or earnings in any given period
relative to any expectations in the securities markets could immediately,
significantly and adversely affect the trading price of the Company's common
stock. We have experienced and may experience future quarter to quarter
fluctuations in our results of operations. Quarterly results of operations may
fluctuate as a result of a variety of factors, including, but not limited to,
the size and timing of client orders, changes in client budgets, material
variations in the cost of telephone services, the demand for our services, the
timing of the introduction of new services and service enhancements by the
Company, the market acceptance of new services, competitive conditions in the
industries we serve, our ability to effectuate any strategic transactions and
general economic conditions. These factors, either individually or in aggregate,
could result in decreasing revenues and earnings, which could, in turn,
materially and adversely affect the price of the Company's common stock.
Access Worldwide faces risk of stock trading on the OTC Bulletin Board.
- ----------------------------------------------------------------------
Because our stock trades on the OTC Bulletin Board and not on an exchange
or the NASDAQ National Market or NASDAQ SmallCap Market, we will have less
ability to access the public equity and debt markets, should it be necessary or
advisable to do so, than if our stock traded on one of those other more
recognizable trading venues.
Employees
- ---------
As of March 27, 2002, we had approximately 900 employees. Prior to the
sale of Phoenix and CAG in 2002, we had approximately 1,300 employees.
12
None of our employees are represented by a labor union and we are not aware
of any current activity to organize any of the employees. We consider relations
between the Company and our employees to be good.
Item 2. Properties
Our principal executive offices are located in Boca Raton, Florida. Prior
to the sale of Phoenix and CAG, we had operations in California, Florida, New
York, New Jersey, Maryland and Virginia. Subsequent to the sale, our operations
are in Florida, New York, Maryland and Virginia. All of our properties are
leased and have lease terms ranging from three to ten years. We believe that our
current facilities are adequate for our needs for the foreseeable future. Set
forth below is a list of our properties divided into two groups, those we
utilized prior to the sale of Phoenix and CAG and those that we currently
utilize.
Approx.
Approx. Square Feet
Square Feet Subsequent
Prior to Sale To Sale
Location Principal Use Transactions Transactions
- -------- -------------- ------------ ------------
Boca Raton, FL Corporate Offices 1,564 1,564
Pharmaceutical Marketing Services Segment:
Boca Raton, FL Physician and Pharmacy Tel-detailing 25,736 25,736
Lincoln Park, NJ Drug Sample and Literature Fulfillment, Sales Force 127,220 -
Productivity Systems
Fairfield, NJ Drug Sample Fulfillment 40,000 -
Montville, NJ Drug Sample Fulfillment 112,500 -
New York, NY Medical Education Services 6,190 6,190
Consumer and Business Services Segment:
Hyattsville, MD Customer Sales and Service Programs 24,525 24,525
Boca Raton, FL Customer Sales and Service Programs 6,000 6,000
Rosslyn, VA Customer Sales and Service Programs 7,037 7,037
Other Segment:
Los Angeles, CA Market Research 4,310 -
Item 3. Legal Proceedings
From time to time, we are party to certain claims, suits and complaints
that arise in the ordinary course of business. Currently, there are no such
claims, suits or complaints, which, in the opinion of management, would have a
material adverse effect on our financial position, results of operations and
cash flow with the exception of the following:
On May 29, 2001, Douglas Rebak and Joseph Macaluso filed suit against the
Company in the Federal District Court for the district of New Jersey. The
lawsuit seeks enforcement of an alleged amendment to an earn-out agreement
between the Company and Messrs. Rebak and Macaluso relating to our acquisition
of Phoenix in 1997. Messrs. Rebak and Macaluso were the two majority
shareholders of Phoenix prior to the acquisition and became officers of the
Company after Phoenix became a subsidiary of Access Worldwide. The suit alleges
that we agreed to amend the earn-out agreement. The lawsuit seeks actual damages
of $850,000 plus additional unspecified punitive damages. We have denied the
allegations of the Complaint, and intend to defend
13
vigorously. While we believe the claims have no legal basis, we cannot provide
assurance as to the outcome of the litigation.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the quarter
ended December 31, 2001.
PART II
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters
(a) Market Information
Prior to July 17, 2001, the Company's Common Stock traded on the Nasdaq
SmallCap Market under the symbol "AWWC". As of July 17, 2001, the Company's
Common Stock began trading on the Over the Counter Bulletin Board under the
symbol "AWWC", and no longer trades on the Nasdaq SmallCap Market. The following
table sets forth the high and low sale prices for the Company's common stock as
reported by the markets in which the Company's stock traded for the periods
indicated:
Market Prices
----------------------------------------
2001 2000
---------------- ----------------
Fiscal Quarters High Low High Low
---------------- ----- ----- ----- -----
First Quarter $1.50 $0.50 $4.25 $1.91
Second Quarter 0.80 0.44 2.50 1.00
Third Quarter 1.02 0.67 1.78 0.91
Fourth Quarter 0.96 0.40 1.66 0.41
(b) Holders
The number of record holders of our common stock as of March 5, 2002 was
approximately 120 and the number of beneficial owners of our common stock as of
March 5, 2002 was approximately 1,552. We included individual participants in
security position listings in calculating the number of holders.
(c) Dividends
We have never paid cash dividends on our common stock and do not anticipate
paying cash dividends on our common stock in the foreseeable future. In
addition, the terms of our Credit Facility prohibit the payment of cash
dividends.
14
Item 6. Selected Financial Data
The selected statements of operations data for the quarters ended March 31,
June 30, September 30 and December 31, 2001, and 2000 set forth below have been
derived from our unaudited Consolidated Financial Statements. The following
selected financial data should be read in conjunction with our Consolidated
Financial Statements and the Notes thereto, and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere in
this Form 10-K.
Quarters Ended
---------------------------------------------------------------
March 31, June 30, September 30, December 31,
2001 2001 2001 2001
-------- -------- ------------ -----------
(In Thousands Except for Per Share Data)
Statements of Operations Data:
Revenues $21,908 $26,129 $17,497 $ 15,538
Cost of revenues 13,614 17,140 10,565 7,889
------- ------- ------- --------
Gross profit 8,294 8,989 6,932 7,649
Selling, general and administrative
expenses 7,213 7,048 6,919 7,492
Impairment of intangible assets (4) - - - 32,845
Amortization expense 703 702 702 701
------- ------- ------- --------
Income (loss) from operations 378 1,239 (689) (33,389)
Interest expense, net 1,369 1,230 1,744 510
Other expense -- -- 60 --
------- ------- ------- --------
(Loss) income before income taxes (991) 9 (2,493) (33,899)
Income tax (benefit) expense (311) 83 (459) (88)
------- ------- ------- --------
Net loss $ (680) $ (74) $(2,034) $(33,811)
======= ======= ======= ========
Net loss per common share--basic $ (0.07) $ (0.01) $ (0.21) $ (3.47)
Net loss per common share--diluted (1) $ (0.07) $ (0.01) $ (0.21) $ (3.47)
Quarters Ended
---------------------------------------------------------------
March 31, June 30, September 30, December 31,
2000(2) 2000 2000 2000
-------- ------- ------------ -----------
(In Thousands Except for Per Share Data)
Statements of Operations Data:
Revenues $23,581 $24,730 $18,399 $20,603
Cost of revenues 14,360 15,313 11,049 12,862
------- ------- ------- --------
Gross profit 9,221 9,417 7,350 7,741
Selling, general and administrative
expenses 7,775 7,552 6,810 7,610
(Loss) gain on sale of business (3) -- (7,864) 250 (138)
Amortization expense 785 769 703 703
------- ------- ------- --------
Income (loss) from operations 661 (6,768) 87 (710)
Interest expense, net 1,375 1,706 1,236 1,620
15
Other income -- -- -- 230
------- ------- ------- -------
Loss before income taxes (714) (8,474) (1,149) (2,100)
Income tax (benefit) expense (130) 207 430 (855)
------- ------- ------- -------
Net loss $ (584) $(8,681) $(1,579) $(1,245)
======= ======= ======= =======
Net loss per common share--basic $ (0.06) $ (0.89) $ (0.16) $ (0.13)
Net loss per common share--diluted (1) $ (0.06) $ (0.89) $ (0.16) $ (0.13)
==============
(1) Since the effects of the stock options and earnout contingencies are anti-
dilutive for all four quarters in 2001 and 2000, these effects have not
been included in the calculation of diluted EPS for 2001 and 2000.
(2) In the fourth quarter of 2000, we implemented SAB No. 101, and as a result
reduced our revenues and cost of sales related to the licensing of American
Medical Association ("AMA") databases in the first quarter ended March 31,
2000 in the amount of $1,883,261.
(3) On June 9, 2000, we sold the assets and business of our Plano, Texas
communication center, realizing a total net loss of $7.8 million, which
included a $250,000 gain relating to an escrowed amount that was returned
to us in the third quarter of 2000.
(4) In the fourth quarter of 2001, we recorded an impairment charge of $32.8
million in accordance with FASB 121, "Accounting for Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed of".
The selected consolidated financial data set forth as of and for each of
the five years in the period ended December 31, 2001, has been derived from our
Consolidated Financial Statements, which have been audited. The balance sheet
data as of December 31, 1997, 1998, 1999 and the statement of operations data
for the years ended December 31, 1997 and 1998 are derived from our financial
statements which have been audited. These financial statements have not been
included herein. The following information contained in this table should be
read in conjunction with the Consolidated Financial Statements and the Notes
thereto, and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere herein.
Years Ended December 31,
----------------------------------------------------------------------
1997(1) 1998(2)(3) 1999(3) 2000(3) 2001
------- ---------- -------- -------- --------
(In Thousands Except for Per Share Data)
Statements of Operations Data:
Revenues $36,653 $ 71,886 $ 81,187 $ 87,313 $ 81,072
Cost of revenues 21,813 39,743 49,350 53,584 49,208
------- ---------- -------- -------- --------
Gross profit 14,840 32,143 31,837 33,729 31,864
Selling, general and administrative expenses 8,909 21,432 29,108 29,747 28,672
Impairment of intangible assets (4) - - - - 32,845
Loss on sale of business -- -- -- 7,752 ---
Amortization expense 901 1,731 3,110 2,960 2,808
Unusual charge -- -- 1,526 --- --
------- ---------- -------- -------- --------
Income (loss) from operations 5,030 8,980 (1,907) (6,730) (32,461)
Interest expense (2,327) (911) (3,724) (5,937) (4,853)
Other (expense) income (297) 4 - 230 (60)
------- ---------- -------- -------- --------
Income (loss) before income taxes 2,406 8,073 (5,631) (12,437) (37,374)
Income tax expense (benefit) 1,181 3,552 (1,793) (348) (775)
------- ---------- -------- -------- --------
Income (loss) before extraordinary charge 1,225 4,521 (3,838) (12,089) (36,599)
Extraordinary charge on extinguishment of debt (net
of tax expense of $82) -- -- (102) --- --
16
------- ---------- -------- -------- --------
Net income (loss) $ 1,225 $ 4,521 $ (3,940) $(12,089) $(36,599)
======= ========== ======== ======== ========
Net income (loss) per common share--basic $ 0.26 $ 0.52 $ (0.42) $ (1.25) $ (3.76)
Net income (loss) per common share--diluted $ 0.26 $ 0.51 $ (0.42)(5) $ (1.25)(5) $ (3.76)(5)
As of December 31,
----------------------------------------------------------------------
1997 1998 1999 2000 2001
------- ---------- -------- -------- --------
(In Thousands Except for Per Share Data)
Balance Sheet Data:
Current assets $12,384 $ 23,914 $ 25,628 $ 24,752 $ 24,815
Total assets 52,680 104,422 109,524 92,980 57,532(4)
Current liabilities 17,336 21,944 17,160 17,051 48,793
Long-term debt, less current maturities 34,319 29,847 41,369 36,297 5,676
Mandatorily redeemable preferred stock 3,888 6,500 4,000 4,000 4,000
Common stockholders' (deficit) equity (2,863) 46,130 46,695 35,253 (1,288)
(1) Effective November 1, 1997, we acquired the assets and liabilities of
Phoenix in a transaction accounted for as a purchase.
(2) Effective October 1, 1998, we acquired all of the outstanding capital stock
of AM Medica, our medical education division, in a transaction accounted
for as a purchase.
(3) In the fourth quarter of 2000, we implemented SAB No. 101, and as a result
reduced revenues and cost of sales related to the licensing of American
Medical Association ("AMA") databases for the years ended December 31,
2000, 1999, and 1998 in the amount of $1,883,261, $1,328,180, and
$1,347,933, respectively.
(4) In the fourth quarter of 2001, we recorded an impairment charge of $32.8
million in accordance with FASB 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of".
(5) Since the effects of the stock options and earnout contingencies are anti-
dilutive for the years ended December 31, 2001, 2000 and 1999, these
effects have not been included in the calculation of diluted EPS for 2001,
2000 and 1999.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with Selected Financial
Data and our Consolidated Financial Statements and the Notes thereto included
elsewhere in this Form 10-K.
Overview
Founded in 1983, Access Worldwide Communications, Inc. ("Access Worldwide,"
"we," "our," "us," or the "Company" refers to Access Worldwide and/or, as the
context requires, one or more of our subsidiaries) is an outsourced marketing
services company that provides a variety of sales, education and communication
programs in the pharmaceutical, telecommunications and consumer products
industries to clients in various countries. We offer services that help our
clients attract new customers, maintain existing customer relationships and
increase customer loyalty and retention. We believe that our ability to provide
both strategic and tactical solutions, supported by systems and technology, help
to differentiate us in the highly fragmented outsourced marketing services
industry.
Currently, the Company is comprised of the following two principal business
segments:
Pharmaceutical Marketing Services ("Pharmaceutical"), consisting of AM
Medica and TMS (pharmaceutical division) that provides outsourced services,
including medical education, medical publishing, pharmacy stocking and clinical
trial recruitment to the pharmaceutical and medical industries.
Consumer and Business Services ("Consumer"), consisting of TelAc and TMS
(consumer and business-to-business divisions), that provides consumer and
multilingual telemarketing services to clients in the telecommunications and
consumer products industries.
17
Until February 2002, the Pharmaceutical segment included pharmaceutical
sample distribution offered by Phoenix, which was acquired by Express Scripts,
Inc. on February 25, 2002. In addition, we had a third smaller business segment
through January 2002, Strategic Research Services that consisted of CAG, which
was acquired by LuminaAmericas, Inc. on January 31, 2002, that provided
quantitative and qualitative market research to clients in various countries.
Although now a much smaller company with pro forma assets totaling
approximately $33.7 million at December 31, 2001 assuming the sale of Phoenix
and CAG had occurred on December 31, 2001 and pro forma revenues totaling
approximately $48.2 million for the year ended December 31, 2001, assuming the
sale of Phoenix and CAG had occurred on January 1, 2001, the Company will
continue to operate as an outsourced marketing services company that provides a
variety of sales, education and communications programs in the pharmaceutical,
telecommunications and consumer products industries to clients in various
countries.
During the second quarter of 2001, we installed a new Automatic Call
Distributor ("ACD") at our Boca Raton communications center, a piece of
communication center technology that allows us to handle greater inbound and
outbound programs. The new ACD allows us to pursue consumer telemarketing
programs on the second and third shifts, rather than being limited to programs
during traditional business hours. In addition, we are offering a variety of
services relating to clinical trial recruitment and patient education on behalf
of pharmaceutical companies through this technology.
We will continue to strive to diversify our services by introducing new and
expanded programs and continue to explore potential strategic transactions which
are available to us and which could increase shareholder value. Some of the
transactions we would consider are as follows:
Sell the Medical Education Business. Access Worldwide is continuing to
-----------------------------------
operate AM Medica on a cost-effective basis and has identified staff reductions
while actively working to identify potential acquirers for the business. The
Board and senior management is considering the sale of this business. If a sale
of AM Medica occurs, our Board and senior management will consider the
possibility of merging TelAc and TMS into another company or companies. Any net
proceeds from a possible sale of AM Medica could be used to make payments on our
Credit Facility.
Merge into Another Business. Our Board of Directors and senior management
---------------------------
is considering the possibility of merging the remaining Company or its
divisions into another company or companies.
Sell the Businesses. In addition to considering a merger, the Board, HNY
-------------------
Associates LLC, and senior management are identifying companies that could have
an interest in acquiring one or all of our remaining divisions.
We currently have no agreements in place with respect to any of the
foregoing potential transactions and we cannot assure you that we will be able
to effectuate any such transactions or any other strategic transactions.
Critical Accounting Policies
Our consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America, which
require us to make estimates (see Note 3 to the consolidated financial
statements.) Certain accounting policies are deemed "critical", as they require
management's highest degree of judgment, estimates and assumptions. A discussion
of our critical accounting policies, the judgments and uncertainties affecting
their application, and the likelihood that materially different amounts would be
reported under different conditions or using different assumptions follows:
Revenues
We provide a variety of services to a diverse client base. The principal
sources of revenue and manner of recognition are as follows:
. For medical education and meeting programs, we recognize revenue on the
percentage of completion method which at times results in unbilled
receivables. Under this method, estimated income and achievement of
resulting revenue is generally accrued based on costs incurred and
project milestones.
. For teleservices projects, we bill clients and recognize revenue on one
of the following bases: production hours, completed presentations, phone
calls placed or received, sales made per hour or a fixed monthly fee.
Revenues are recognized as the services are performed.
In addition, prior to our sale of Phoenix and CAG, our principal sources
of revenue and manner of recognition also included the following:
18
. For customized or non-standard database projects, we billed either on a
fixed fee or on a per item basis, and revenues were recognized upon
delivery of data to the client. Monthly or other scheduled data services
were billed and revenue was recognized on a straight-line basis over the
life of the service.
. For sample fulfillment services, we billed on a per item basis and
recognized revenue when services were rendered.
. For market research projects, we generally billed and collected fixed
project fees in periodic installments over the life of the project
including a percentage of the total project costs at the execution of a
contract. Revenues were recognized on the percentage of completion
method and at times resulted in unbilled receivables.
Cost of revenues
Cost of revenues consists of expenses specifically associated with client
service revenues. The cost of revenues includes salaries and benefits,
commissions paid to sales personnel, purchased services for clients and,
telephone charges and, prior to the sale of Phoenix, warehousing facilities,
shipping and packaging costs for sample fulfillment and the cost of electronic
equipment leased to customers.
Selling, general and administrative expenses
Selling, general and administrative expenses include staff functions such
as accounting, information technology and human resources, as well as expenses
not directly linked to client service revenues, such as depreciation,
amortization and rental expenses.
Accounts receivable
We extend credit to our customers in the normal course of business. We
continuously monitor collections and payments from our customers and maintain an
allowance for doubtful accounts based upon historical experience and any
specific customer collection issues that we have identified. While such bad debt
expenses have historically been within our expectations and the allowances
established, we cannot guarantee that we will continue to experience the same
credit loss rates that we have in the past. Since our accounts receivable are
concentrated in a relatively few number of customers, a significant change in
the liquidity or financial position of any of these customers could have a
material adverse impact on the collectability of our accounts receivable and our
future operating results.
Valuation of long-lived assets and goodwill
We review long-lived assets and goodwill for impairment whenever events or
changes in circumstances indicate that the carrying amount of these assets may
not be fully recoverable. When we determine that the carrying amount of long-
lived assets and goodwill may not be fully recoverable, we measure impairment by
comparing an asset's estimated fair value to its carrying value. The
determination of fair value is based on quoted market prices in active markets,
if available, or independent appraisals; sales price negotiations; or projected
future cash flows discounted at a rate determined by management. The estimation
of fair value includes significant judgments regarding assumptions of revenue,
operating and marketing costs, selling and administrative expenses, interest
rates; property, plant and equipment additions and retirements; and industry
competition and general economic and business conditions, among other factors.
Upon adoption of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" on January 1, 2002, we ceased to amortize goodwill;
goodwill amortization was approximately $2.8 million for the year ended
December 31, 2001. In lieu of amortization, we are required to perform an
initial impairment review of our goodwill in 2002 and an annual impairment
review thereafter. We are currently assessing the impact, if any, of the
adoption on our results of operations and financial position. We expect to
complete our initial review during the second quarter of 2002.
If there is a material change in the assumptions used in our determination
of fair value or if there is a material change in the conditions or
circumstances influencing fair value, we could be required to recognize a
material impairment charge.
Income taxes
We recognize deferred tax assets and liabilities based on differences
between the financial statement carrying amounts and the tax bases of assets and
liabilities. We record a valuation allowance to reduce deferred tax assets to
the amount that is
19
more likely than not to be realized. We consider tax loss carrybacks, reversal
of deferred tax liabilities, tax planning and estimates of future taxable income
in assessing the need for the valuation allowance. At the time it is determined
that we are unable to realize deferred tax assets in excess of the recorded
amount, an adjustment to the deferred tax asset would increase income in the
period such determination was made. Likewise, should we determine that we would
not be able to realize all or part of our net deferred tax assets in the future,
an adjustment to the deferred tax assets would be charged to income in the
period such determination was made.
Results of Operations by Segment for 2001 and 2000
The following table sets forth, for the periods indicated, certain
statements of operations data by segment obtained from our statements of
operations. The data reflects the operations of Phoenix which was sold in the
first quarter of 2002.
Pharmaceutical Consumer
------------------------------ ---------------------------------
2001 2000 Change 2001 2000 Change
-------- -------- ------- -------- ------- --------
(in thousands)
Statements of Operations Data:
Revenues $ 59,127 $53,806 $ 5,321 $17,455 $29,249 $(11,794)
Cost of revenues 36,432 33,490 2,942 10,490 18,105 (7,615)
-------- ------- -------- ------- ------- --------
Gross profit 22,695 20,316 2,379 6,965 11,144 (4,179)
Selling, general and
administrative expenses 14,283 13,396 887 7,521 10,275 (2,754)
Impairment of intangible assets 31,955 - 31,955 - - -
Loss on sale of business - - - - 7,752 (7,752)
Amortization expense 2,720 2,724 (4) - 150 (150)
-------- ------- -------- ------- ------- --------
Operating profit (loss) $(26,263) $ 4,196 $(30,459) $ (556) $(7,033) $ 6,477
======== ======= ======== ======= ======= ========
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000
Our revenues decreased $6.2 million, or 7.1%, to $81.1 million for 2001,
compared to $87.3 million for 2000. Revenues for the Pharmaceutical Segment
increased $5.3 million, or 9.9%, to $59.1 million for 2001, compared to $53.8
million for 2000. The increase was due to an increase in sample fulfillment
revenues which were partially offset by a decrease in pharmaceutical
telecommunications programs performed. Revenues for the Consumer Segment
decreased $11.7 million, or 40.1%, to $17.5 million for 2001, compared to $29.2
million for 2000. Excluding the revenues from the Plano, Texas communication
center that was sold in June 2000, the Consumer Segment revenues were $24.7
million for 2000. The remaining decrease was primarily due to the loss of a
database maintenance client in the fourth quarter of 2000 and a reduction in
inbound and outbound teleservices production hours and marketing programs
partially due to the general slow-down in the economy, including the effects of
the terrorist attacks of September 11, 2001.
Our cost of revenues decreased $4.4 million, or 8.2%, to $49.2 million for
2001, compared to $53.6 million in 2000. Our cost of revenues as a percentage of
revenues decreased slightly to 60.7% for 2001 from 61.4% for 2000. Cost of
revenues as a percentage of revenues for the Pharmaceutical Segment decreased
slightly to 61.6% for 2001 compared to 62.3% for 2000. The decrease was due to
sample fulfillment revenues growing at a rate faster than cost of revenues,
which was partially offset by an increase in the number of medical meetings,
which included higher direct costs incurred by us due to client specifications.
Cost of revenues as a percentage of revenues for the Consumer Segment decreased
to 60.0% for 2001 from 62.0% for 2000. The decrease was due to the move of one
of our communication centers from Virginia to Maryland which allowed us to
better manage our resources and costs, which was partially offset by a decrease
in revenues due to the loss of a database maintenance client in the fourth
quarter of 2000.
Our selling, general and administrative expenses decreased $1.0 million, or
3.4%, to $28.7 million for 2001, compared to $29.7 million for 2000. Our
selling, general and administrative expenses as a percentage of revenues
increased to 35.4% for 2001, compared to 34.0% for 2000. Selling, general and
administrative expenses as a percentage of revenues for the Pharmaceutical
Segment decreased to 24.2% for 2001 compared to 24.9% for 2000. The decrease was
due to the increase in sample fulfillment revenues and our efforts to continue
to control costs. Selling, general and administrative expenses as a percentage
of revenues for the Consumer Segment increased to 42.9% for 2001, from 35.3% for
2000. The increase was due to a decrease in revenues due to
20
the loss of a database maintenance client in the fourth quarter of 2000 and a
reduction in inbound and outbound teleservices production hours and marketing
programs due partially to the general slow-down in the economy, including the
effects of the terrorist attacks of September 11, 2001, which was partially
offset by our efforts to control costs.
In the fourth quarter of 2001, we recognized an impairment loss in the
amount of $32.8 million ($0.9 million represents an impairment loss from a
business included in our "Other" segment). Such impairment loss was for those
intangible assets which (i) we sold subsequent to year-end (see Note 20) at a
loss, which indicates that there was an impairment of the intangible assets at
December 31, 2001, (ii) we hold for sale and anticipate selling during the year-
end December 31, 2002 and, based on estimated fair value as a result of purchase
offers received to date, indicate that there was an impairment of the intangible
assets at December 31, 2001, or (iii) we will continue to operate but have
determined that the cash flows from operations plus an estimate of the proceeds
from its eventual disposition indicate that there was an impairment of the
intangible assets at December 31, 2001.
On June 9, 2000, we sold the assets and business of our Plano, Texas
communication center for $5 million in cash. At the time of the closing,
$250,000 of the selling price was put in escrow and was released to us in the
third quarter of 2000. We realized a net loss of $7.8 million (including the
write-off of intangible assets of $10.7 million) in connection with the
transaction.
Our amortization expense decreased $0.2 million, or 6.7%, to $2.8 million
for 2001, compared to $3.0 million for 2000. The decrease was due to the sale of
the Plano, Texas communication center in 2000 that resulted in the write-off of
$10.7 million in goodwill related to that business.
Our net interest expense decreased $1.0 million, or 16.9%, to $4.9 million
for 2001 compared to $5.9 million for 2000. The decrease was due to a decrease
in the applicable rate under our Credit Facility, lower average debt
outstanding, partially offset by the interest expense recorded to adjust the
value of the warrants issued to the Bank Group to their fair market value, and
the amortization expense associated with the increase in deferred financing
costs relating to our financing activities.
Our income tax benefit increased to $0.8 million in 2001, from $0.3 million
in 2000. Our effective tax rate decreased from a benefit of 3% in 2000 to a
benefit of 2% in 2001 due to increased losses recorded by the Company which
generated net operating loss carryforwards that were partially offset by an
increase in the valuation allowance against the corresponding deferred tax
assets.
Results of Operations by Segment for 2000 and 1999
The following table sets forth, for the periods indicated, certain
statements of operations data by segment obtained from our statements of
operations. The data reflects the operations of Phoenix which was sold in the
first quarter of 2002.
Pharmaceutical Consumer
----------------------------------- ------------------------------------
2000 1999 Change 2000 1999 Change
-------- -------- ------- ------- ------- --------
(in thousands)
Statements of Operations Data:
Revenues $53,806 $ 45,503 $ 8,303 $29,249 $31,427 $ (2,178)
Cost of revenues 33,490 24,834 8,656 18,105 22,348 (4,243)
-------- -------- ------- ------- ------- --------
Gross profit 20,316 20,669 (353) 11,144 9,079 2,065
Selling, general and
administrative expenses
(including unusual charge) 13,396 12,186 1,210 10,275 11,473 (1,198)
Loss on sale of business - - - 7,752 - 7,752
Amortization expense 2,724 2,685 39 150 339 (189)
-------- -------- ------- ------- ------- --------
Operating profit (loss) $ 4,196 $ 5,798 $(1,602) $(7,033) $(2,733) $ (4,300)
======== ======== ======= ======= ======= ========
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999
Our revenues increased $6.1 million, or 7.5%, to $87.3 million for 2000,
compared to $81.2 million for 1999. Revenues for the Pharmaceutical Segment
increased $8.3 million, or 18.2%, to $53.8 million for 2000, compared to $45.5
million for 1999.
21
The increase was due to an increase in sample fulfillment shipments for a major
customer and an increase in medical education meetings. Revenues for the
Consumer Segment decreased $2.2 million, or 7.0%, to $29.2 million for 2000,
compared to $31.4 million for 1999. The decrease was primarily due to a net
decrease in billable hours for both new and existing clients and a decrease in
revenues as a result of the sale of the Plano, Texas communications center in
the second quarter of 2000.
Our cost of revenues increased $4.3 million, or 8.7%, to $53.6 million for
2000, compared to $49.3 million in 1999. Our cost of revenues as a percentage of
revenues increased slightly to 61.4% for 2000 from 60.7% for 1999. Cost of
revenues as a percentage of revenues for the Pharmaceutical Segment increased to
62.3% for 2000 compared to 54.5% for 1999. The increase was due to an increase
in the percentage of international medical education meetings, which were more
costly to run, and an increase in labor and occupancy costs incurred in
conjunction with the opening of another warehouse to support increased sample
fulfillment business. Cost of revenues as a percentage of revenues for the
Consumer Segment decreased to 62.0% for 2000 from 71.0% for 1999. In 1999, we
had higher personnel turnover, which caused higher recruiting, training and
temporary employee costs, as compared to 2000. Another contributor to the
decrease was inefficiencies relating to the expansion of the Consumer Segment in
early 1999, which we believe have subsequently been corrected.
Our selling, general and administrative expenses (including unusual charge)
decreased $0.9 million, or 2.9%, to $29.7 million for 2000, compared to $30.6
million for 1999. Selling, general and administrative expenses (including
unusual charge) as a percentage of revenues decreased to 34.0% for 2000,
compared to 37.7% for 1999. Selling, general and administrative expenses
(including unusual charge) as a percentage of revenues for the Pharmaceutical
Segment decreased to 24.9% for 2000 compared to 26.8% for 1999. The decrease was
due to a reduction in bad debt expense resulting from contract disputes in the
prior year, as well as improved collection procedures implemented during 2000.
Selling, general and administrative expenses (including unusual charge) as a
percentage of revenues for the Consumer Segment decreased to 35.3% for 2000 from
36.6% for 1999. The decrease was due to our change in focus in 1999 at our Boca
Raton communications center from Business-to-Consumer to Business-to-Business,
which is less costly. This was partially offset by a decrease in revenues
generated at our Arlington, Virginia teleservices location, while fixed costs
remained constant at that facility.
During the second and third quarters of 1999, we recorded a one-time,
unusual charge in the amount of $1.5 million as part of our corporate plan to
improve future performance, which included $929,000 (which included $17,000 and
$45,000 for the Pharmaceutical and Consumer Segments, respectively) in severance
costs, $248,000 in costs incurred due to our exploration of strategic
alternatives, $200,000 in deferred acquisition costs incurred on pending
acquisitions which were no longer being pursued, and $149,000 in costs
associated with the negotiations relating to the Credit Facility.
On June 9, 2000, we sold the assets and business of our Plano, Texas
communication center for $5 million in cash. At the time of the closing,
$250,000 of the selling price was put in escrow and was released to us in the
third quarter of 2000. We realized a net loss of $7.8 million (including the
write-off of intangible assets of $10.7 million) in connection with the
transaction.
Our amortization expense decreased $0.1 million, or 3.2%, to $3.0 million
for 2000, compared to $3.1 million for 1999. The decrease was due to the sale of
the Plano, Texas communication center in 2000 that resulted in the write-off of
$10.7 million in goodwill related to that business.
Our net interest expense increased $2.2 million, or 59.5%, to $5.9 million
for 2000 compared to $3.7 million for 1999. The increase was due to the higher
interest rate applicable to the Credit Facility resulting from an amendment
thereto.
Our income tax benefit decreased to $0.3 million in 2000, from $1.8 million
in 1999, primarily as a result of the non-deductible write-off of goodwill in
conjunction with the sale of the Plano, Texas communication center during 2000.
Our effective tax rate decreased from 32% in 1999 to 3% in 2000 due to increased
losses recorded by the Company.
Liquidity and Capital Resources
At December 31, 2001, we had negative working capital of $24.0 million
which included approximately $30.4 million of debt which is classified as
current portion of indebtedness. The $30.4 million was repaid via two payments,
a payment of $28.9 million in February 2002 and a payment of $1.5 million in
April 2002. Excluding the $30.4 million of debt, this represents a decrease of
$1.3 million, or 16.9%, from $7.7 million in working capital at December 31,
2000. Our primary sources of liquidity consist of cash and cash equivalents,
accounts receivable and availability of borrowings under our Credit Facility. As
of December 31, 2001, we had cash and cash equivalents of $3.4 million, compared
to $1.9 million as of December 31, 2000.
Net cash provided by operating activities was $4.3 million in 2001,
compared to $4.4 million in 2000. The slight decrease was due to a decrease in
accounts receivables, unbilled receivables, accrued salaries, wages and related
benefits and
22
deferred revenues of $1.5 million partially offset by an increase in accounts
payable and other assets of $1.6 million. Net cash provided by operating
activities was $4.4 million in 2000, compared to $0.8 million in 1999. Excluding
the loss on the sale of the Plano, Texas communication center of $7.8 million,
there was $3.4 million net cash used in operating activities in 2000, compared
to $0.8 million net cash provided by operating activities in 1999. The increase
in 2000 compared to 1999 was primarily due to an increase in accounts payable
and accrued expenses of $3.4 million offset by a reduction in accrued interest
and related party expenses of $0.6 million and an increase in unbilled
receivables of $1.1 million. The decrease in accrued interest and related party
expenses was primarily due to contingent payments earned in 1999 and paid in
2000. There were no similar payments earned or paid in 2000 and 2001.
Our accounts receivable turnover averaged 71 days, 72 days and 66 days
for the years ended December 31, 2001, 2000 and 1999, respectively.
Net cash used in investing activities was $2.5 million in 2001, compared
to net cash provided by investing activities of $2.2 million in 2000. The
change was due principally to $4.8 million in net proceeds received from the
sale of the Plano, Texas communication center received in 2000 and a decrease
in capital expenditures of $0.9 million in 2001 as compared to 2000. Net cash
provided by investing activities was $2.2 million in 2000, compared to net cash
used in investing activities of $8.9 million in 1999. The change in 2000 as
compared to 1999 of $11.1 million in cash provided by investing activities was
due to $4.8 million in net proceeds received from the sale of assets of the
Plano, Texas communication center, a reduction in additions to property and
equipment of $1.9 million, and a $3.6 million reduction in additional purchase
price payments due to former owners of acquired businesses that were paid during
the first half of 1999.
Net cash used in financing activities was $0.4 million in 2001, compared
to $9.3 million in 2000. The decrease was due to a decrease in net payments on
the Credit Facility. Of the $7.6 million net payments made on the Credit
Facility in 2000, approximately, $5.0 million represented proceeds from the sale
of the Plano, Texas communication center. Net cash used in financing activities
was $9.3 million in 2000, compared to net cash provided by financing activities
of $10.9 million in 1999. The change in 2000 was primarily due to net borrowings
on the Credit Facility and related party debt in 1999 of $14.1 million as
compared to $8.8 million in net payments on the Credit Facility and related
party debt in 2000.
As a result of the events of September 11, 2001, we have experienced a
significant reduction in revenue from our medical education business. We can not
assure you that this trend will not continue. The continuation of this trend
could cause our cashflow to be negatively affected.
Credit Facility
At December 31, 2001, the Company was in default on all financial
covenants pursuant to the Fourth Amendment Agreement and Waiver to our Credit
Facility. On February 22, 2002, we entered into the Fifth Amendment and Waiver
agreement (the "Fifth Amendment") to the Credit Facility with the Bank Group,
which superceded the Fourth Amendment.
The Fifth Amendment (a) provides that the Bank Group waive the
"Acknowledged Events of Default" and amend certain provisions of the Credit
Facility and its accompanying amendments, including requiring us to meet new
financial covenants, (b) limits the revolving committed amount to (i) $7 million
through May 31, 2002; (ii) $8 million from June 1, 2002 through March 31, 2003;
and (iii) $7.2 million from April 1, 2003 through June 30, 2003, and (c) allows
for up to $1.8 million in capital expenditures for the period ended December 31,
2002. The stated interest rate on the outstanding Credit Facility remains at
Bank of America's prime plus 3%. The Fifth Amendment expires on July 1, 2003, at
which time all amounts outstanding pursuant to the Credit Facility are to be
paid.
On April 5, 2002, we entered into the Sixth Amendment and Waiver
Agreement (the "Sixth Amendment") to the Credit Facility with the Bank Group
which amend certain provisions of the Credit Agreement including requiring us to
pay an additional $1.5 million from the remaining Phoenix transaction proceeds,
to repay such amount on tax the outstanding balance of the Credit Facility and
limits the revolving committed amount to (i) $5.5 million through May 31, 2002;
(ii) $6.5 million from June 1, 2002 through March 31, 2003, and (iii) $5.7
million from April 1, 2003 through June 30, 2003.
We believe that our cash and equivalents, as well as the cash provided
by operations and the availability of funding under the Credit Facility, will be
sufficient to fund our current operations and planned expenditures over the next
twelve months.
In connection with the Amendments the Bank Group approved the sales of
Phoenix and CAG. The net proceeds from those sales were used to reduce our
outstanding debt by $30.4 million. As a result of that payment, the Warrant we
had issued to the Bank Group under the Fourth Amendment to the Credit Facility
was effectively cancelled.
23
We believe that we will be able to maintain compliance with the financial
covenants established by the Amendments during 2002, which will allow us to
maintain sufficient liquidity in 2002 to fund operations. Failure to achieve our
revenue and income projections as a result of the loss of a key customer or
other factor noted above could result in us not being able to maintain
compliance with such covenants. Such non-compliance would result in an event of
default, which if not waived by the Bank Group, would result in the acceleration
of the amounts due under the Credit Facility.
We believe that, to the extent that our outstanding balance on the Credit
Facility is not repaid from the proceeds of the sale of one of our remaining
divisions prior to the maturity thereof or that we do not refinance the
outstanding balance pursuant to the Credit Facility prior to maturity, we will
be required to find sources other than operations to repay the outstanding
balance on the Credit Facility at maturity. If we are unable to refinance the
Credit Facility on acceptable terms or find a source of repayment for the Credit
Facility other than operations, then our business and financial condition could
be materially and adversely impacted. We cannot assure you that we will be able
to obtain any such refinancing or that we will be able to sell one of our
remaining divisions on terms that are acceptable to the Company or at all.
The following is a list of commitments and contingencies of the Company:
CONTRACTUAL CASH OBLIGATIONS
Payments Due by Period
----------------------
Total 1 year 2-4 years 5 years After 5 years
----- ----- --------- ------- -------------
Long-term debt $ 37,489,833 $31,962,469 $ 5,527,364 -- -
Capital lease obligations 200,886 51,985 137,331 11,570 -
Operating leases 20,941,642 3,168,782 9,257,753 2,824,348 5,690,759
Total contractual obligations $ 58,632,361 $35,183,236 $14,922,448 $ 2,835,918 $ 5,690,759
Less: Phoenix and CAG contractual
obligations (10,287,268) (1,717,751) (5,221,205) (1,701,867) (1,646,445)
Total contractual obligations after Phoenix
and CAG transactions $ 48,345,093 $33,465,485 $ 9,701,243 $ 1,134,051 $ 4,044,314
Employment Agreements
In connection with certain acquisitions and in the normal course of
business, we have entered into employment agreements with our management
employees, certain of whom are our stockholders, which expire at various times
through 2004. The employment agreements have terms up to five years and required
annual payments as of December 31, 2001 of $1,998,300 with bonus amounts of up
to $399,060 per year. Subsequent to December 31, 2001, we sold Phoenix and CAG
which had management employees with employment contracts which terminated.
Therefore employment agreements now have terms up to five years. Required annual
payments subsequent to the sale of Phoenix and CAG total $1,661,300 with bonus
amounts of up to $289,260.
As part of our efforts to reduce expenses, Michael Dinkins, our President
and Chief Executive Officer since August 1999, Chairman of the Board since March
2000 and a senior officer of the Company since August 1997, resigned from the
Board effective March 4, 2002, and as President and Chief Executive Officer
effective March 29, 2002.
An existing Board member, Shawkat Raslan, assumed the Chairman's role on
March 4, 2002 and the President and Chief Executive Officer positions on March
30, 2002. Mr. Raslan has been a Director of the Company since May 1997. Since
June 1983, he has served as President and Chief Executive Officer of
International Resource Holdings, Inc., an asset management and investment
advisory service for international clients. Due to his new responsibilities, he
has entered into a two-year employment agreement with Access Worldwide that
includes an annual salary of $150,000 with a bonus potential of 50% of his base
salary. The employment agreement can be canceled by either Mr. Raslan or the
Company with 30 days' notice and does not provide for any severance payments in
that event.
On March 5, 2002, Lee Edelstein was named President and Chief Executive
Officer of TMS. Mr. Edelstein founded TMS and has been a member of our Board of
Directors since October 1997. He assumed the position from Mary Sanchez, who
resigned on March 5, 2002.
Total severance costs for former employees who have resigned or where
terminated are estimated at $1.0 million, including a compensation package
totaling approximately $636,000 for Mr. Dinkins. These severance costs also
include severance packages for Ms. Sanchez and Bernard Tronel, former Senior
Vice President and Chief Operating Officer of TelAc and TMS, among others, and
resulted in a one-time charge to our earnings that was incurred in the first
quarter of 2002.
Contingent Consideration in Business Acquisitions
In connection with certain acquisitions, we entered into contractual
arrangements whereby our common stock and cash may be issued to former owners of
acquired businesses upon attainment of specified financial criteria over three
to five years as set forth in the respective agreements. The amount of shares
and cash to be issued cannot be fully determined until the periods expire and
the attainment of the criteria is established. If the criteria are attained, but
not exceeded, the amount of shares, which could be issued, and cash, which could
be paid subsequent to, December 31, 2001 under all agreements is 10,013,000
shares and $5,006,000, respectively. If the targets are exceeded by 10%, the
amount of shares, which could be issued, and cash, which could be paid
subsequent to December 31, 2001 under all agreements, is 11,579,000 shares and
$5,789,000, respectively. We account for any such additional consideration, when
the specified financial criteria are achieved and payable, as additional
purchase price for the related acquisition.
Legal Proceedings
24
We are involved in legal actions arising in the ordinary course of
business. We believe that the ultimate resolution of these matters will not have
a material effect on our consolidated financial position, results of operations
or cash flows except for the following:
On May 29, 2001, Douglas Rebak and Joseph Macaluso filed suit against the
Company in Federal District Court for the district of New Jersey. The lawsuit
seeks enforcement of an alleged amendment to an earn-out agreement between the
Company and Messrs. Rebak and Macaluso relating to our acquisition of Phoenix in
1997. Messrs. Rebak and Macaluso were the two majority shareholders of Phoenix
prior to the acquisition and became officers of the Company after Phoenix became
a subsidiary of Access Worldwide. The suit alleges that we agreed to amend the
earn-out. The lawsuit seeks actual damages of $850,000 plus additional
unspecified punitive damages. We have denied the allegation of the Complaint,
and intend to defend vigorously. While we believe the claims have no legal
basis, we cannot provide assurances as to the outcome of the litigation.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk from changes in interest rates and are
subject to interest rate risk on our Credit Facility caused by changes in
interest rates. Our ability to limit our exposure to market risk and interest
rate risk is restricted as a result of our current cash management arrangements
under the Credit Facility. Accordingly, we are unable to enter into any
derivative or similar transactions that could limit our exposure to market risk
and interest rate risks. Our Credit Facility is currently at an interest rate of
prime, plus 3%. The prime rate is the prime rate published by Bank of America,
N.A. A one percent change in the prime interest rate would result in a pre-tax
impact to us on earnings of approximately $0.3 million.
Item 8. Financial Statements and Supplementary Data
Our Consolidated Financial Statements and the Notes thereto, together with
the report thereon of PricewaterhouseCoopers LLP dated March 8, 2002, except as
to the sixth paragraph of Note 2, the seventeenth paragraph of Note 9 and the
third paragraph of Note 20, which are as of April 5, 2002, are filed as part of
this Form 10-K.
Index to Financial Statements
Page
----
Report of Independent Certified Public Accountants F-1
Consolidated Balance Sheets F-2
Consolidated Statements of Operations F-3
Consolidated Statements of Changes in Common Stockholders' (Deficit) Equity F-4
Consolidated Statements of Cash Flows F-5
Notes to Consolidated Financial Statements F-6
25
Report of Independent Certified Public Accountants
To the Board of Directors and Stockholders of
Access Worldwide Communications, Inc.
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a)(1) on page F-25 present fairly, in all material
respects, the financial position of Access Worldwide Communications, Inc. and
its subsidiaries at December 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2001 in conformity with accounting principles generally accepted in
the United States of America. In addition, in our opinion, the financial
statement schedule listed in the index appearing under Item 14(a)(2) on page F-
25 presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
These financial statements and financial statement schedule are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
As more fully described in Note 2, the Company had an accumulated deficit
of $65.0 million at December 31, 2001 and incurred a net loss of $36.6 million
for the year ended December 31, 2001. As more fully described in Note 9, the
Company was in non-compliance with the terms of its revolving credit and term
loan facility at December 31, 2001, which was amended subsequent to year-end and
provides for repayment of the outstanding balance in full on July 1, 2003. The
Company is exploring alternative sources of repayment or refinancing with
respect to the outstanding balance as more fully described in Note 2. While
management believes that the Company will be able to maintain compliance with
such covenants during 2002, failure to achieve its revenue and income
projections or the loss of a key customer could result in the Company not being
able to maintain compliance with such covenants. Such non-compliance would
result in an event of default, which if not waived by the lenders, would result
in the acceleration of the amounts due under the revolving credit and term loan
facility.
PricewaterhouseCoopers LLP
Ft. Lauderdale, FL
March 8, 2002, except as to the sixth paragraph of Note 2, the seventeenth
paragraph of Note 9 and the third paragraph of Note 20, which are as of April 5,
2002.
F-1
ACCESS WORLDWIDE COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS
As of December 31,
2001 2000
-------------- --------------
ASSETS
Current assets:
Cash and cash equivalents $ 3,373,422 $ 1,926,140
Accounts receivable, net of allowance for doubtful accounts of
$80,723 and $128,588, respectively 15,358,920 16,080,028
Unbilled receivables 3,795,943 4,065,750
Other assets, net 2,286,600 2,680,179
-------------- --------------
Total current assets 24,814,885 24,752,097
Property and equipment, net 10,114,449 10,517,295
Intangible assets, net 21,420,624 57,073,434
Other assets, net 1,181,570 637,572
-------------- --------------
Total assets $ 57,531,528 $ 92,980,398
============== ==============
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK AND COMMON
STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
Current portion of indebtedness $ 30,471,375 $ 34,347
Current portion of indebtedness--related parties 1,543,079 1,369,520
Accounts payable and accrued expenses 10,215,514 9,867,226
Accrued interest and other related party expenses 32,253 46,084
Accrued salaries, wages and related benefits 2,573,213 2,823,997
Deferred revenue 2,635,890 2,910,072
Warrant payable 1,321,326 --
-------------- --------------
Total current liabilities 48,792,650 17,051,246
Long-term portion of indebtedness 3,951,973 33,029,154
Long-term portion of indebtedness--related parties 1,724,292 3,267,371
Other long-term liabilities 350,405 379,671
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 58,819,320 57,727,442
-------------- --------------
Commitments and contingencies
Common stockholders' (deficit) 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 63,636,069 63,577,509
Accumulated deficit (65,021,261) (28,421,953)
-------------- --------------
Total common stockholders' (deficit) equity (1,287,792) 35,252,956
-------------- --------------
Total liabilities, mandatorily redeemable preferred stock and common
stockholders' (deficit) equity $ 57,531,528 $ 92,980,398
============== ==============
The accompanying notes are an integral part of these financial statements.
F-2
ACCESS WORLDWIDE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31,
2001 2000 1999
------------- ------------- ------------
Revenues $ 81,071,790 $ 87,312,992 $ 81,186,934
Cost of revenues 49,208,385 53,583,938 49,349,561
------------- ------------- ------------
Gross profit 31,863,405 33,729,054 31,837,373
Selling, general and administrative expenses (selling, general and
administrative expenses to related parties are $755,700,
$745,000, and $749,369, respectively) 28,671,609 29,746,694 29,108,297
Impairment of intangible assets 32,845,160 -- --
Loss on sale of business, net -- 7,752,354 --
Amortization expenses 2,807,650 2,960,366 3,110,531
Unusual charge -- -- 1,526,351
------------- ------------- ------------
Loss from operations (32,461,014) (6,730,360) (1,907,806)
Interest income 125,710 267,052 181,426
Interest expense (4,519,344) (5,577,185) (3,510,200)
Interest expense-related party (459,973) (626,701) (394,892)
Other (expense) income (60,000) 229,972 --
------------- ------------- ------------
Loss before income tax benefit and extraordinary charge (37,374,621) (12,437,222) (5,631,472)
Income tax benefit (775,313) (348,060) (1,793,130)
------------- ------------- ------------
Loss before extraordinary charge (36,599,308) (12,089,162) (3,838,342)
Extraordinary charge on extinguishment of debt (net of income tax
expense of $82,195) -- -- (101,686)
------------- ------------- ------------
Net loss $ (36,599,308) $ (12,089,162) $ (3,940,028)
============= ============= ============
Loss per share of common stock
Basic:
Loss before extraordinary charge $ (3.76) $ (1.25) $ (0.41)
Extraordinary charge -- -- (0.01)
------------- ------------- ------------
Net loss (3.76) (1.25) (0.42)
============= ============= ============
Diluted loss per share of common stock $ (3.76) $ (1.25) $ (0.42)
============= ============= ============
The accompanying notes are an integral part of these financial statements.
F-3
ACCESS WORLDWIDE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS' (DEFICIT) EQUITY
For the Years Ended December 31, 1999, 2000 and 2001
Common
Stock Additional
----------------------- Paid-in Accumulated Treasury Deferred
Shares Amount Capital Deficit Stock Compensation Total
----------- --------- ------------ ------------- --------- ------------ ------------
Balance, December 31, 1998 9,043,185 $ 90,432 $ 58,490,848 $ (12,392,763) $ (52,530) $ (5,592) $ 46,130,395
Contingent payments made in the
form of common stock 485,293 4,853 4,441,185 -- -- -- 4,446,038
Issuance of treasury stock -- -- -- -- 52,530 -- 52,530
Amortization of deferred compensation -- -- -- 5,592 5,592
Net loss for the year ended
Balance, December 31, 1999 -- -- -- (3,940,028) -- -- (3,940,028)
----------- --------- ------------ ------------- --------- ------------ ------------
Balance, December 31, 1999 9,528,478 95,285 62,932,033 (16,332,791) -- -- 46,694,527
Contingent payments made in the
form of common stock 211,523 2,115 645,476 -- -- -- 647,591
Net loss for the year ended
Balance, December 31, 2000 -- -- -- (12,089,162) -- -- (12,089,162)
----------- --------- ------------ ------------- --------- ------------ ------------
Balance, December 31, 2000 9,740,001 97,400 63,577,509 (28,421,953) -- -- 35,252,956
Issuance of stock-based
compensation -- -- 58,560 -- -- 58,560
Net loss for the year ended
Balance, December 31, 2001 -- -- -- (36,599,308) -- -- (36,599,308)
----------- --------- ------------ ------------- --------- ------------ ------------
Balance, December 31, 2001 9,740,001 $ 97,400 $ 63,636,069 $ (65,021,261) $ -- $ -- $ (1,287,792)
=========== ========= ============ ============= ========= ============ ============
The accompanying notes are an integral part of these financial statements.
F-4
ACCESS WORLDWIDE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
2001 2000 1999
----------------- ----------------- -----------------
Cash flows from operating activities:
Net loss $ (36,599,308) $ (12,089,162) $ (3,940,028)
Adjustments to reconcile net loss
to net cash provided by operating activities:
Net loss on sale of business -- 7,752,354 --
Depreciation and amortization 6,644,613 5,582,862 5,521,405
Impairment of intangible assets 32,845,160 -- --
Extraordinary charge, net of applicable income taxes -- -- 101,686
Income tax effect of extraordinary charge -- -- 82,195
Deferred tax provision (775,313) -- (113,469)
Allowance for doubtful accounts (47,865) 15,506 (71,719)
Issuance of stock-based compensation 58,560 -- --
Changes in operating assets and liabilities,
excluding effects from acquisitions and dispositions:
Accounts receivable 768,973 (154,546) 2,415,902
Unbilled receivables 269,807 (1,110,851) (953,288)
Other assets, net 1,009,884 152,187 230,718
Accounts payable and accrued expenses 685,929 3,484,027 (131,361)
Accrued interest and related party expenses (13,831) (602,997) (2,721,053)
Accrued salaries, wages and related benefits (250,784) 777,332 70,112
Deferred revenue (263,071) 574,367 337,219
----------------- ----------------- -----------------
Net cash provided by operating activities 4,332,754 4,381,079 828,319
----------------- ----------------- -----------------
Cash flows from investing activities:
Additions to property and equipment (2,490,068) (3,417,800) (5,281,719)
Net proceeds from sale of business -- 4,777,642 --
Business acquisitions, net of cash acquired -- 804,300 (3,602,959)
----------------- ----------------- -----------------
Net cash (used in) provided by investing activities (2,490,068) 2,164,142 (8,884,678)
----------------- ----------------- -----------------
Cash flows from financing activities:
Deferred stock issuance and loan origination fees (291,746) (502,431) (704,390)
Payments on capital leases (45,277) (41,009) (27,156)
Net borrowings (payments) under line of credit facility 1,311,139 (7,626,578) 14,949,812
Payments on related party debt (1,369,520) (1,155,443) (867,746)
Repurchase of mandatorily redeemable preferred stock -- -- (2,500,000)
----------------- ----------------- -----------------
Net cash (used in) provided by financing activities (395,404) (9,325,461) 10,850,520
----------------- ----------------- -----------------
Net increase (decrease) in cash and cash equivalents 1,447,282 (2,780,240) 2,794,161
Cash and cash equivalents, beginning of year 1,926,140 4,706,380 1,912,219
----------------- ----------------- -----------------
Cash and cash equivalents, end of year $ 3,373,422 $ 1,926,140 $ 4,706,380
================= ================= =================
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 4,895,905 $ 5,695,180 $ 3,706,200
================= ================= =================
Income taxes $ -- $ -- $ 250,400
================= ================= =================
Non-Cash Financing Activities:
Contingent payments made in the form of common stock and
treasury stock $ -- $ 647,591 $ 4,498,568
================= ================= =================
The accompanying notes are an integral part of these financial statements.
F-5
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS DESCRIPTION
Founded in 1983, Access Worldwide Communications, Inc. ("Access
Worldwide," "we," "our," "us," or the "Company" refers to Access Worldwide
and/or, as the context requires, one or more of our subsidiaries) is an
outsourced marketing services company that provides a variety of sales,
education and communication programs in the pharmaceutical, telecommunications
and consumer products industries to clients in various countries. We offer
services that help our clients attract new customers, maintain existing customer
relationships and increase customer loyalty and retention. We believe that our
ability to provide both strategic and tactical solutions supported by systems
and technology helps to differentiate us in the highly fragmented outsourced
marketing services industry.
Currently, the Company is comprised of the following two
principal business segments:
Pharmaceutical Marketing Services ("Pharmaceutical"), consisting of the
AM Medica Communications Group ("AM Medica") and TMS Professional Markets Group
("TMS") (pharmaceutical division) that provide outsourced services, including
medical education, medical publishing, pharmacy stocking and clinical trial
recruitment to the pharmaceutical and medical industries.
Consumer and Business Services ("Consumer"), consisting of the TelAc
Teleservices Group ("TelAc") and TMS (consumer and business-to-business
divisions), that provide consumer and multilingual telemarketing services to
clients in the telecommunications and consumer products industries.
Until February 2002, the Pharmaceutical segment included pharmaceutical
sampling distribution services offered by our Phoenix Marketing Group
("Phoenix"), which was acquired by Express Scripts, Inc. on February 25, 2002.
In addition, we had a third business segment through January 2002, Strategic
Research Services, that consisted of the Cultural Access Group ("CAG") (which
was acquired by LuminaAmericas, Inc. on January 31, 2002) that provided
quantitative and qualitative market research to clients in various countries
(see Note 20).
2. LIQUIDITY
The accompanying consolidated financial statements have been prepared
on a basis which assumes that we will continue to operate as a going concern and
which contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. At December 31, 2001, we had
an accumulated deficit of $65.0 million and had incurred recurring net losses of
$36.6 million, $12.1 million and $3.9 million during the three years ended
December 31, 2001, 2000 and 1999, respectively.
We operate in a highly competitive and fragmented industry and
therefore, we compete with other outsourced marketing services companies. In
addition, our largest clients and many of our prospective clients have
significant internal marketing capabilities and also contract for similar
services with our competitors.
Our three largest clients accounted for approximately 58.4% of our
revenues during the year ended December 31, 2001. In addition, the majority of
our contracts are short-term in duration and are cancellable on a 90 day or less
notice. Although we have done business with these three clients for at least
eight years, the loss of any of these clients or any of their business could
have a material adverse effect on the Company.
Because we provide outsourced and consumer products marketing services
to principally the pharmaceutical, telecommunications and consumer products
industries, our business and our future operations are dependent on those
industries. The ability for us to grow is based to a significant extent on our
ability to utilize our existing infrastructure and databases to perform services
for new clients and to provide new services for existing clients. In addition,
with respect to the services we provide to clients in the pharmaceutical
industry, our revenue may be negatively impacted if new drugs do not receive
approval from the Food and Drug Administration on a timely basis or if existing
drugs are removed from the market.
We are subject to extensive regulations and we could be faced with a
variety of enforcement or private actions for our failure or the failure of our
clients to comply with such regulations.
F-6
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
2. LIQUIDITY -- (Continued)
At December 31, 2001, we were in default on all our financial
covenants pursuant to the Fourth Amendment Agreement and Waiver to the revolving
credit and term loan facility (collectively the "Credit Facility") with our bank
group of lenders (the "Bank Group"). On February 22, 2002 and April 5, 2002, we
renegotiated the Credit Facility with the Bank Group and entered into the Fifth
and Sixth Amendment and Waiver agreements, respectively (the "Amendments") (see
Note 9). As a result of the renegotiation, the sale of two of our subsidiaries
(see Note 20) and the repayment of approximately $30.4 million of the
outstanding balance subsequent to December 31, 2001 pursuant to the Amendments,
we are now required to repay the outstanding balance on the revolving credit
facility in full on July 1, 2003, rather than January 2, 2003, as previously
provided under the Credit Facility.
We believe that we will be able to maintain compliance with the
financial covenants established by the Amendments (see Note 9) during 2002,
which will allow us to maintain sufficient liquidity in 2002 to fund operations.
Failure to achieve our revenue and income projections as a result of the loss of
a key customer or other factor noted above could result in us not being able to
maintain compliance with such covenants. Such non-compliance would result in an
event of default, which, if not waived by the Bank Group, would result in the
acceleration of the amounts due under the Credit Facility.
We believe that to the extent that our outstanding balance on the
Credit Facility is not repaid from the proceeds of the sale of another
subsidiary prior to the maturity or that we do not refinance the outstanding
balance pursuant to the Credit Facility prior to maturity, we will be required
to find sources other than operations to repay the outstanding balance on the
Credit Facility at maturity. If we are unable to refinance the Credit Facility
on acceptable terms or find a source of repayment for the Credit Facility other
than operations, then our business and financial condition could be materially
and adversely impacted. We cannot assure our stockholders that we will be able
to obtain any such refinancing or that we will be able to sell another
subsidiary on terms that are acceptable to the Company or that would otherwise
provide funds to repay our Credit Facility.
3. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements present the financial position
and results of operations of the Company and our subsidiaries. All intercompany
balances and transactions have been eliminated.
Cash and Cash Equivalents
All highly liquid investments with maturities of three months or less
when purchased are considered cash and cash equivalents.
Loan Origination Fees
Loan origination fees represent costs incurred in connection with the
receipt of our Credit Facility. These fees, which are included in other assets
in the accompanying consolidated balance sheets, are amortized as interest
expense over the life of the Credit Facility.
Computer Software
We have developed certain computer software and technically derived
procedures intended to maximize the quality and efficiency of our services.
Costs of purchased internal-use computer and telephone software are capitalized
and costs of internally developed internal-use computer software are capitalized
based on a project-by-project analysis of each project's significance to the
Company and its estimated useful life. All capitalized software costs are
amortized on a straight-line method over a period of three years.
F-7
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
3. SIGNIFICANT ACCOUNTING POLICIES -- (Continued)
Property and Equipment
Property and equipment are carried at cost less accumulated
depreciation. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets ranging from three to seven years.
Leasehold improvements are amortized over the term of the facilities' leases.
When assets are retired or otherwise disposed of, the cost and related
accumulated depreciation are removed from the accounts and any resulting gain or
loss is recognized in operations in the period. Expenditures for maintenance and
repairs are expensed as incurred, while expenditures for major renewals that
extend the useful lives are capitalized.
Intangible Assets
Assets and liabilities acquired in connection with business
combinations are accounted for under the purchase method of accounting and are
recorded at their respective fair values. The excess of the purchase price over
the fair value of net assets acquired consists of non-compete agreements,
customer lists, assembled workforce and goodwill (the "intangible assets"). The
intangible assets are amortized on a straight-line basis over the estimated
useful lives of the assets, which range from three to thirty-five years.
Long-Lived Assets
Long-lived assets, including intangible assets, are reviewed for
impairment whenever events or changes in circumstances indicate that, based on
estimated future cash flows, the related carrying amounts may not be
recoverable. When required, impairment losses on assets are recognized based on
the excess of the asset's carrying amount over the fair value of the asset, and
the long-lived assets to be disposed of are reported at the lower of carrying
amount or fair value less cost to sell.
We recognized an impairment loss in the amount of $32.8 million during
the quarter ended December 31, 2001. Such impairment loss was with respect to
those intangible assets which (i) we sold subsequent to year-end (see Note 20)
at a loss which indicated that there was an impairment of the intangible asset
at December 31, 2001, (ii) we hold for sale and anticipate selling during the
year-ending December 31, 2002 and based on estimated fair value as a result of
offers received to date indicate that there was an impairment of the intangible
assets at December 31, 2001, or (iii) we will continue to operate but have
determined that the cash flows from operations plus an estimate of the proceeds
from its eventual disposition indicate that there was an impairment of the
intangible assets at December 31, 2001.
Deferred Revenue
Deferred revenue represents customer deposits for services that have
been contracted for, but have not been fully performed.
Treasury Stock
The purchase of treasury stock is accounted for using the cost basis
method of accounting.
On September 10, 1998, the Board of Directors approved a 300,000 common
stock buyback program. No stock has been repurchased since 1998. At December 31,
2001, we had 165,000 shares of common stock left to be repurchased under this
program.
F-8
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
3. SIGNIFICANT ACCOUNTING POLICIES -- (Continued)
Revenue Recognition
We provide a variety of services to a diverse client base. The
principal sources of revenue and manner of recognition as of December 31, 2001
are as follows:
. For medical education and meeting programs, we generally bill and
collect project fees over the life of the project including a
percentage of the total project cost at the execution of the work
order. Revenues are recognized on the percentage of completion method
and at times result in unbilled receivables.
. For teleservices projects, we bill clients and recognize revenue on one
of the following bases: production hours, completed presentations,
phone calls placed or received, sales made per hour or a fixed monthly
fee. Revenues are recognized as the services are performed.
. For customized or non-standard database projects, we bill either on a
fixed fee or on a per item basis, and revenues are recognized upon
delivery of data to the client. Monthly or other scheduled data
services are billed and revenue is recognized on a straight-line basis
over the life of the service.
. For sample fulfillment services, we bill on a per item basis and
recognize revenues when services are rendered.
. For market research projects, we generally bill and collect fixed
project fees in periodic installments over the life of the project
including a percentage of the total project costs at the execution of a
contract. Revenues are recognized on the percentage of completion
method and at times result in unbilled receivables.
Income Taxes
Deferred tax assets and liabilities are recognized at applicable income
tax rates based upon future tax consequences of temporary differences between
the tax basis and financial reporting basis.
Earnings Per Share
Basic earnings per share is based on the weighted-average number of
common shares outstanding and diluted earnings per share is based on the
weighted average number of common shares outstanding and all potentially
dilutive common shares outstanding.
Stock-Based Compensation
Options granted under our stock-based compensation plan to employees
are accounted for using the intrinsic value method. We do not recognize
compensation expense in connection with granting stock options to employees as
the strike price of the option at the time of grant equals the fair market value
of our stock at such time. Options granted under our stock-based compensation
plan to non-employees are accounted for based on fair value accounting rules. We
disclose net loss and earnings per share as if we recognized compensation
expense for the grant of stock options to employees based on fair value
accounting rules (see Note 14).
Accounting Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting periods. Such estimates consist primarily of allowance for
doubtful accounts, valuation allowances on net deferred tax assets and the
useful lives and valuation of long-lived assets, including property and
equipment, intangible assets and accrued expenses. Actual results could differ
from those estimates.
F-9
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
3. SIGNIFICANT ACCOUNTING POLICIES -- (Continued)
Concentrations of Credit Risk
Financial instruments, which potentially expose us to concentrations of
credit risk, consist principally of cash, accounts receivable and unbilled
receivables. We maintain cash in bank deposit accounts, which, at times, may
exceed federally insured limits. We have not experienced any losses in such
accounts and management believes the risk related to these deposits is minimal.
We do not require collateral or other security to support credit sales. In
addition, we maintain reserves for potential credit losses.
New Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board ("FASB" or the
"Board") issued Statement of Financial Accounting Standards No. 141 ("SFAS
141"), Business Combinations, and No. 142 ("SFAS 142"), Goodwill and Other
Intangible Assets, collectively referred to as the "Standards". SFAS 141
supersedes Accounting Principles Board Opinion ("APB") No. 16, Business
Combinations. The provisions of SFAS 141 (1) require that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001,
(2) provide specific criteria for the initial recognition and measurement of
intangible assets apart from goodwill, and (3) require that unamortized negative
goodwill be written off immediately as an extraordinary gain instead of being
deferred and amortized. SFAS 141 also requires that upon adoption of SFAS 142,
we reclassify the carrying amounts of certain intangible assets into or out of
goodwill, based on certain criteria. SFAS 142 supersedes APB 17, Intangible
Assets, and is effective for fiscal years beginning after December 15, 2001.
SFAS 142 primarily addresses the accounting for goodwill and intangible assets
subsequent to their initial recognition. The provisions of SFAS 142 (1) prohibit
the amortization of goodwill and indefinite-lived intangible assets, (2) require
that goodwill and indefinite-lived intangibles assets be tested annually for
impairment (and in interim periods if certain events occur indicating that the
carrying value of goodwill and/or indefinite-lived intangible assets may be
impaired), (3) require that reporting units be identified for the purpose of
assessing potential future impairments of goodwill, and (4) remove the forty-
year limitation on the amortization period of intangible assets that have finite
lives.
We will adopt the provisions of SFAS 142 in the quarter ended March 31,
2002. We are in the process of preparing for the adoption of SFAS 142 and are
making the determinations as to what our reporting units are and what amounts of
goodwill, intangible assets, other assets, and liabilities should be allocated
to those reporting units. We expect that we will no longer record $2.8 million
of amortization annually relating to our existing goodwill and indefinite-lived
intangibles.
SFAS 142 requires that goodwill be tested annually for impairment using
a two-step process. The first step is to identify a potential impairment and, in
transition, this step must be measured as of the beginning of the fiscal year.
However, a company has six months from the date of adoption to complete the
first step. We expect to complete that first step of the goodwill impairment
test during the second quarter of 2002. The second step of the goodwill
impairment test measures the amount of the impairment loss (measured as of the
beginning of the year of adoption), if any, and must be completed by the end of
our fiscal year. Intangible assets deemed to have an indefinite life will be
tested for impairment using a one-step process, which compares the fair value to
the carrying amount of the asset as of the beginning of the fiscal year, and
pursuant to the requirements of SFAS 142 will be completed during the second
quarter of 2002. Any impairment loss resulting from the transitional impairment
tests will be reflected as the cumulative effect of a change in accounting
principle in the second quarter of 2002. The Company has not yet determined what
effect these impairment tests will have on the Company's earnings and financial
position.
F-10
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
3. SIGNIFICANT ACCOUNTING POLICIES -- (Continued)
In addition, in October 2001, the Board issued SFAS No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets ("SFAS 144"). SFAS 144
addresses (i) the recognition and measurement of the impairment of long-lived
assets to be held and used and (ii) the measurement of long-lived assets to be
disposed of by sale. In addition, SFAS 144 supersedes the accounting and
reporting provisions of APB No. 30 ("APB 30"), Reporting the Results of
Operations- Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions, for
segments of a business to be disposed of. However, SFAS 144 retains APB 30's
requirement that entities report discontinued operations separately from
continuing operations and extends that reporting requirement to "a component of
an entity" that either has been disposed of (by sale, abandonment, or in a
distribution to owners) or is classified as "held for sale". SFAS 144 is
effective for fiscal years beginning after December 15, 2001. The Company is
currently assessing the impact of the adoption of SFAS 144.
Reclassifications
Certain reclassifications have been made to the 2000 and 1999 financial
statements to conform to the 2001 presentation.
4. INTANGIBLE ASSETS
Intangible assets consist of the following:
December 31,
Useful Life ---------------------------------------------------
In Years 2001 2000
----------- ---------------------- -----------------------
Goodwill 35 $24,988,835 $60,266,708
Customer lists 5 1,609,494 2,009,494
Assembled workforce 3 1,221,844 1,471,844
Noncompete agreements 7 474,034 874,034
---------------------- -----------------------
28,294,207 64,622,080
Less: Accumulated amortization (6,873,583) (7,548,646)
---------------------- -----------------------
Intangible assets, net $21,420,624 $57,073,434
====================== =======================
Certain agreements pursuant to which we acquired some of our current and
former business units required additional contingent payments if certain
financial goals were achieved. Of the aggregate amounts payable under these
agreements, 211,523 and 500,748 (including 15,455 shares of treasury stock)
shares of our common stock, valued at $647,591, and $4,498,568 respectively,
were issued in 2000 and 1999, respectively. In addition, $576,282 and $3,295,423
in cash was paid during 2000 and 1999, respectively, as additional contingent
payments pursuant to the purchase agreements. As of December 31, 1999, we had
accrued $973,507 as additional contingent payments in accordance with certain
purchase agreements. Such amounts were paid in 2000. There were no contingent
payments earned or accrued during the years ended December 31, 2001 or 2000 (see
Note 17).
F-11
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
5. LOSS ON SALE OF BUSINESS
On June 9, 2000, we sold the assets and business of our Plano, Texas
communication center (see Note 9) for $5 million in cash. At the time of the
closing, $250,000 of the selling price was put in escrow and was released to us
in the third quarter of 2000. We realized a net loss of $7.8 million, net of
expenses incurred (including the write-off of intangible assets of approximately
$10.7 million) in connection with the transaction. The Plano, Texas
communication center's revenues and operating loss for the years ended December
31, 2000 and 1999 were:
For the Years Ended December 31,
-------------------------------------------
2000 1999
----------------- -----------------
Revenues $4,465,000 $8,819,000
Operating loss $ (216,000) $ (540,000)
6. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
December 31,
Useful Life ---------------------------------------------------
In Years 2001 2000
----------- ------------------------ ----------------------
Furniture and fixtures 7 $ 2,737,191 $ 2,436,805
Telephone and office equipment 7 3,094,944 2,455,936
Computer equipment 3-5 8,167,790 7,277,427
Leasehold improvements Life of lease 3,791,752 3,327,045
Fixed assets not placed in service 1,037,579 841,702
---------------------- ---------------------
18,829,256 16,338,915
Less: Accumulated depreciation (8,714,807) (5,821,620)
---------------------- ---------------------
Property and equipment, net $ 10,114,449 $ 10,517,295
====================== =====================
Depreciation expense (including property and equipment held under
capital leases) was $2,986,899, $2,622,496 and $2,410,874 for the years ended
December 31, 2001, 2000 and 1999, respectively.
7. REVENUES FROM SIGNIFICANT CUSTOMERS
For the years ended December 31, 2001 and 2000, a substantial portion
of our revenues was derived from three customers, which are included in the
Pharmaceutical and Consumer Segments (see Note 19). For the years ended December
31, 2001 and 2000, revenues from these customers amounted to approximately 58.4%
and 49%, respectively, and as of December 31, 2001 and 2000, accounts receivable
for these customers amounted to approximately 58.1% and 50%, respectively. For
the year ended December 31, 1999, a substantial portion of our revenue was
derived from one customer, which was included in the Consumer Segment. For the
year ended December 31, 1999, revenues from this customer amounted to
approximately 29% of revenues and, as of December 31, 1999, accounts receivable
from this customer amounted to approximately 16%.
F-12
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
8. INCOME TAXES
The benefit for income taxes consists of the following:
For the Years Ended December 31,
------------------------------------------------------
2001 2000 1999
--------------- --------------- -----------------
Current tax benefit:
Federal $ -- $ (348,060) $ (1,842,045)
State -- -- (64,554)
--------------- ---------------- ---------------
-- (348,060) (1,906,599)
--------------- --------------- ---------------
Deferred tax (benefit) expense:
Federal (775,313) -- 120,965
State -- -- (7,496)
--------------- --------------- ---------------
(775,313) -- 113,469
--------------- --------------- ---------------
$ (775,313) $ (348,060) $ (1,793,130)
=============== =============== ===============
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.
Net deferred tax liabilities are comprised of the following:
December 31,
----------------------------------------------
2001 2000
-------------------- ---------------------
Deferred tax assets:
Accrued severance pay $ 11,870 $ 47,511
Accrued vacations 63,019 79,987
AMT credit 178,664 178,664
Amortization of goodwill 10,635,792 --
Federal and state net operating losses carryforward 4,032,109 1,599,686
Other 40,967 75,474
------------------- --------------------
Gross deferred tax assets 14,962,421 1,981,322
Less: Valuation allowance (14,595,513) (813,951)
------------------- --------------------
Net deferred tax assets 366,908 1,167,371
------------------- --------------------
Deferred tax liabilities:
Amortization of intangible assets -- (1,417,623)
Depreciation (316,479) (450,430)
Other (50,429) (74,631)
------------------- --------------------
Gross deferred tax liabilities (366,908) (1,942,684)
------------------- --------------------
Net deferred tax liabilities $ -- $ (775,313)
=================== ====================
F-13
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
8. INCOME TAXES -- (Continued)
At December 31, 2001, we had net operating loss ("NOL") carryforwards
of approximately $7,320,000 for federal income tax purposes, which expire at
varying times through 2021. We also have available NOL carryforwards of
approximately $27,724,000 for state income tax purposes, which expire at various
times through 2021.
Deferred tax assets and liabilities are included in other current
assets and accounts payable and accrued expenses, respectively. A valuation
allowance to reduce deferred tax assets is recorded if, based on the weight of
the available evidence, it is more likely than not that some portion or all of
the deferred tax assets will not be realized. In determining the need for a
valuation allowance, an assessment of all available evidence both positive and
negative is required. We recorded a valuation allowance of $14,595,513 and
$813,951 at December 31, 2001 and 2000, respectively, which primarily relates to
intangible assets and net operating loss carryforwards.
Our effective tax rate was different from the federal statutory rate as
follows:
For the Years Ended
December 31,
----------------------------------------------------
2001 2000 1999
---------- ---------- --------
Statutory rate (34)% (34)% (34)%
Meals and entertainment and officers' life insurance -- -- 1
State income taxes, net of federal benefit (6) (6) --
Valuation allowance 37 7 --
Amortization and write-off of goodwill 1 30 2
Other items, net -- -- (1)
---------- --------- --------
(2)% (3)% (32)%
========== ========= ========
9. INDEBTEDNESS
December 31,
----------------------------------------
2001 2000
----------------- ----------------
Our borrowings consist of the following:
Revolving credit and term loan facility (collectively the "Credit Facility") $34,222,462 $32,911,323
6.5% subordinated promissory note due to the former sole stockholder of
AM Medica; principal and interest due in monthly installments of $150,000
(interest at default rate of 12% per year payable monthly) with a balloon payment
due on October 1, 2003 2,834,037 4,203,557
6% subordinated promissory note due to former stockholder of TeleManagement
Services ("TMS"); interest at default rate of 10% per year payable
quarterly; due with a balloon payment 10 days subsequent to the
repayment of the Credit Facility 433,334 433,334
Capital leases payable in monthly installments through June 2006 200,886 152,178
----------------- ----------------
37,690,719 37,700,392
Less: Current portion (32,014,454) (1,403,867)
----------------- ----------------
$5,676,265 $36,296,525
================= ================
F-14
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
9. INDEBTEDNESS -- (Continued)
On March 12, 1999, we received from a syndicate of financial
institutions (the "Bank Group"), (i) a revolving credit facility of $40,000,000,
with a sublimit of $5,000,000 for the issuance of standby letters of credit and
a sublimit of $5,000,000 for swingline loans, and (ii) a term loan facility of
$25,000,000 (the "Term Loan")(collectively, the "Credit Facility"). All of the
foregoing bears interest at formula rates ranging from either (i) the higher of
(a) the Federal Funds Rate plus 0.50% and (b) the prime lending rate, plus an
applicable margin ranging from 0.0% to 1.0% or (ii) LIBOR, plus an applicable
margin ranging from 1.25% to 2.50%. We were required to pay a commitment fee on
the unused portions of the Credit Facility.
On March 12, 1999, $28,288,089 of the Credit Facility was used to
extinguish our $30,000,000 committed line of credit. We recognized an
extraordinary after-tax charge of $101,686 or $0.01 per share for the write-off
of loan origination fees as a result of the extinguishment. In addition,
$2,500,000 of the Credit Facility was used to redeem 25,000 shares of our
mandatorily redeemable preferred stock, Series 1998, at a price of $100 per
share. No gain or loss was recorded on the redemption of shares.
The Credit Facility was collateralized by substantially all of the
assets of the Company and had certain financial covenants which became
increasingly more restrictive should we not be able to meet our growth
projections. During the second quarter of 1999, we reported operating losses and
as a result, we were not in compliance with certain financial covenants ("Events
of Default") of the Credit Facility, and were engaged in negotiations to
restructure the Credit Facility with the Bank Group. On September 28, 1999, we
entered into a forbearance agreement (the "Agreement") with the Bank Group.
The Agreement provided that the Bank Group (a) forbear exercising their
right to stop making extensions of credit and to accelerate the full outstanding
balance on the Credit Facility, which rights arose from the Event of Defaults,
(b) agree not to charge interest on the outstanding balance on the Credit
Facility at the full default rate (prime plus 3%), and (c) continue to make
available to us draws as provided under the Credit Facility. In addition, the
Agreement limited our ability to draw on our revolving credit facility to $16
million without prior consent of the Bank Group. The Agreement was amended on
October 22, 1999 and expired on November 8, 1999.
As a result of the Events of Default, on October 24, 1999, we failed to
make a scheduled payment of $1,833,333 on our subordinated promissory note to
the former sole stockholder of AM Medica. The former stockholder's employment
agreement contains a provision that in the event of a default on the
subordinated promissory note, we had a period of 180 days to remedy such default
to keep the employment agreement binding. On April 14, 2000, the former
stockholder of AM Medica entered into a one year consulting agreement with us
which excluded provisions tied to the subordinated promissory note.
Due to the Events of Default, on January 2, 2000, February 14, 2000 and
April 1, 2000, we were unable to make the scheduled payments of $20,000,
$433,333, and $60,000, respectively, on our subordinated promissory notes due to
the former stockholders of CAG, TMS, and TelAc, respectively, each of which was
a current or former business unit of ours that we acquired from the respective
stockholders. The TMS note had a default interest rate provision and as a
result, the interest rate on the subordinated promissory note due to the former
stockholder of TMS increased to 10% from 6%.
On April 14, 2000, we entered into an Amendment Agreement and Waiver
(the "First Amendment") to the Credit Facility with the Bank Group. The First
Amendment (a) provided that the Bank Group waive the Events of Default and amend
certain provisions of the Credit Facility, including the reestablishment of
financial covenants which would become more restrictive should we not be able to
meet our growth projections, (b) limited the revolving credit facility to $17
million, (c) increased the interest rate on the outstanding Credit Facility to
prime plus 3%, (d) allowed certain payments to be made by us on our subordinated
promissory notes based on amended or original agreements, and (e) required
payment of a monitoring and amendment fee to the Bank Group equal to
approximately 1.0% the sum of (i) the aggregate revolving committed amount and
(ii) the outstanding principal balance of the Term Loan on such date.
F-15
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
9. INDEBTEDNESS -- (Continued)
On June 7, 2000, the Company and the Bank Group amended the First
Amendment to the Credit Facility and entered into a Second Amendment Agreement
and Waiver (the "Second Amendment") which allowed us to sell substantially all
of the assets of our AWWC Texas I L.P. subsidiary (henceforth the "Plano, Texas
Communications Center") to Merkafon International, Ltd. The Second Amendment
required a repayment on the outstanding Term Loan in the amount of $3.6 million
and a repayment of $1.4 million on the outstanding revolving credit facility
subject to our re-borrowing right. In addition, the financial covenants were
reset to allow for the sale of the Plano, Texas Communications Center.
On January 5, 2001, we notified the Bank Group under "Acknowledged
Events of Default" that based on unaudited numbers we had defaulted on all of
our financial covenants under the Credit Facility, as amended. On January 5,
2001, we submitted our proposed loan amendment recommendation to the Bank Group
for consideration.
Simultaneously, we were in negotiations with a prospective landlord to
relocate our Virginia communication center since the lease expired during May
2001. The prospective landlord required us to obtain a letter of credit prior to
commencing any tenant improvements or committing to the lease. As a result, on
January 16, 2001, we requested that the Bank Group grant us a waiver (the
"Waiver") of Section 2.28 of the Credit Facility to allow for the issuance of a
letter of credit against the revolving credit facility (the "Letter of Credit")
to the prospective landlord. The Waiver was granted on February 7, 2001 and the
Bank Group issued a Letter of Credit to the prospective landlord on our behalf.
The Letter of Credit was in the amount of $1,079,100 and expired on February 7,
2002.
Beginning on February 7, 2001, we entered into several Forbearance
Agreements with the Bank Group. Under the Forbearance Agreements, the Bank Group
agreed to forbear exercising their rights, to the extent and only to the extent
such rights arise exclusively as a result of the "Acknowledged Events of
Default," to stop making extensions of credit and to accelerate the full
outstanding balance on the Credit Facility. The latest Forbearance Agreements
expired on April 2, 2001.
On March 28, 2001, we entered into a Third Amendment and Waiver (the
"Third Amendment") with the Bank Group, which provided for the amendment of the
revolving credit facility. The revolving credit facility was increased from an
amount not to exceed $17 million, as defined in the First Amendment to an amount
not to exceed $18 million for the period from March 28, 2001 to April 2, 2001.
On April 3, 2001, we entered into the Fourth Amendment Agreement and
Waiver (the "Fourth Amendment") to the Credit Facility with the Bank Group which
superceded the Third Amendment. The Fourth Amendment (a) provided that the Bank
Group waive the "Acknowledged Events of Default" and amended certain provisions
of the Credit Facility and its accompanying amendments, including requiring us
to meet new financial covenants, (b) limited 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) required 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) required payment of $3 million
in principal due on March 31, 2002 which would pay down the Term Loan until it
is satisfied in full and thereafter to pay down the revolving credit facility;
(e) provided for the issuance of warrants (the "Warrant") in the amount of 12%
of the common equity if we did not pay-down at least 60% of the principal under
the Credit Facility by March 31, 2002 (see Note 10), and (f) required us to hire
an investment banker by May 15, 2001 to consider strategic alternatives. The
stated interest rate on the outstanding Credit Facility remained at prime plus
3%. The Fourth Amendment was scheduled to expire on January 2, 2003. Prior to
May 15, 2001, we hired an investment banker as required by Fourth Amendment.
On December 19, 2001, we entered into a purchase and sale agreement for
Phoenix, pending stockholder and the Bank Group's approval. In January 2002, we
notified the Bank Group that we were in default of all our financial covenants
under the Credit Facility, as amended by the Fourth Amendment and we began
negotiations for the Fifth Amendment and Waiver agreement (the "Fifth
Amendment") to the Credit Facility.
F-16
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
9. INDEBTEDNESS -- (Continued)
On January 29, 2002, we signed a purchase and sale agreement for CAG,
which closed on January 31, 2002. In addition, the sale of Phoenix was approved
by the stockholders and the Bank Group on February 22, 2002 and closed shortly
thereafter (see Note 20).
In connection with both transactions, we repaid approximately $28.9
million outstanding pursuant to the Credit Facility and entered into the Fifth
Amendment to the Credit Facility with the Bank Group which superceded the Fourth
Amendment. The Fifth Amendment (a) provides that the Bank Group waive the
"Acknowledged Events of Default" and amend certain provisions of the Credit
Facility and its accompanying amendments, including requiring us to meet new
financial covenants, (b) limits the revolving committed amount to (i) $7 million
through May 31, 2002; (ii) $8 million from June 1, 2002 through March 31, 2003;
and (iii) $7.2 million from April 1, 2003 through June 30, 2003. The stated
interest rate on the outstanding Credit Facility remains at prime plus 3%. The
Fifth Amendment expires on July 1, 2003, at which time all amounts outstanding
pursuant to the Credit Facility are to be paid in full.
On April 5, 2002, we entered into the Sixth Amendment and Waiver
Agreement (the "Sixth Amendment") to the Credit Facility with the Bank Group
which amends certain provisions of the Credit Agreement including requiring us
to pay an additional $1.5 million from the remaining Phoenix transaction
proceeds, to repay such amount on the outstanding balance of the Credit Facility
and limits the revolving committed amount to (i) $5.5 million through May 31,
2002; (ii) $6.5 million from June 1, 2002 through March 31, 2003, and (iii) $5.7
million from April 1, 2003 through June 30, 2003.
Aggregate annual principal maturities for indebtedness, reflecting the
impact of the Amendments, as of December 31, 2001, are as follows:
2002 $ 32,014,454
2003 5,572,508
2004 47,193
2005 44,994
2006 11,570
--------------
$37,690,719
==============
Subsequent to December 31, 2001, we assigned certain capital leases
which were being utilized by Phoenix to the purchaser of Phoenix and, therefore,
our aggregate minimum principal maturities for indebtedness were reduced by
approximately $118,000.
10. WARRANT PAYABLE
At December 31, 2001, the Warrant was outstanding and entitled the Bank
Group to purchase approximately 1.5 million shares of our common stock at an
exercise price of $.01 per share. The Warrant was scheduled to expire on April
3, 2011. In connection with the repayment of approximately $28.9 million of the
outstanding balance on the Credit Facility prior to March 31, 2002, the Warrant
was effectively cancelled.
The Warrant contained a "clawback" provision which allowed the number
of shares to be issued under the Warrant to be reduced to the extent we made
voluntary prepayments which exceed $5 million in the aggregate on or before
March 31, 2002 and there were no events of default on the Credit Facility. The
number of shares to be issued under the Warrant was to be 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 Credit Facility was reduced to
$13,920,635 or less, the number of shares to be issued under the Warrant was
reduced to zero.
The Warrant also contained a "put" provision whereby the holders of the
Warrant could put the Warrant to us 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 Warrant
agreement (including a sale or a dilution of ownership of any subsidiary), (ii)
the occurrence of a Change of Control of the Company as defined in the Warrant
agreement (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 was defined as
the average closing price of our common stock for the thirty trading days
immediately preceding the put date.
F-17
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
10. WARRANT PAYABLE -- (Continued)
The estimated fair value of the Warrant on April 3, 2001, the issuance
date, was approximately $1.5 million. Such amount was determined using a
Black-Scholes pricing model and assumptions similar to those used for valuing
our stock options. Such amount was recorded as a deferred financing cost and was
being amortized over the life of the Credit Facility. At December 31, 2001, the
total fair value of the warrant was approximately $1.3 million using the model
and similar assumptions. The adjustment to the liability for the put feature
from the issuance date to December 31, 2001 was recorded as an adjustment to
interest expense for the year ended December 31, 2001.
11. MANDATORILY REDEEMABLE PREFERRED STOCK
At December 31, 2001 and 2000, we have outstanding 40,000 shares of
mandatorily redeemable preferred stock (the "Preferred Stock"). The Preferred
Stock entitles the holders to dividends payable in cash and non-cash
distributions equal to the product of (x) 8.33 and (y) any per share dividend
and distributions paid on shares of the common stock. The Preferred Stock is
mandatorily redeemable by us at a price of $100 per share upon public offerings
subsequent to February 13, 1998, change of control or when we achieve net income
of $10 million over four consecutive quarters.
12. UNUSUAL CHARGE
During the year ended December 31, 1999, we recorded an unusual charge
in the amount of $1.5 million as part of our corporate plan to improve future
performance. We recorded $929,000 (which included $17,000 and $45,000 for the
Pharmaceutical and Consumer Segments, respectively) in severance costs, $248,000
in costs incurred due to our exploration of strategic alternatives, $200,000 in
deferred acquisition costs incurred on pending acquisitions which were no longer
being pursued, and $149,000 in costs associated with the ongoing negotiations of
the Credit Facility.
13. LOSS PER COMMON SHARE
The following is the computation of basic and diluted loss per common
share:
For the Years Ended December 31,
----------------------------------------------------------------
Loss Shares Per Share
(Numerator) (Denominator) Amount
----------------- ----------------- ------------------
2001
Basic $ (36,599,308) 9,740,001 $ (3.76)
================= ================= ==================
Loss per share of common stock--diluted $ (36,599,308) 9,740,001 $ (3.76)(1)
================= ================= ==================
2000
Basic $ (12,089,162) 9,687,120 $ (1.25)
================= ================= ==================
Loss per share of common stock--diluted $ (12,089,162) 9,687,120 $ (1.25)(1)
================= ================= ==================
1999
Basic $ (3,940,028) 9,403,291 $ (0.42)
================= ================= ==================
Loss per share of common stock--diluted $ (3,940,028) 9,403,291 $ (0.42)(1)
================= ================= ==================
__________
(1) Since the effects of stock options and earnout contingencies are anti-
dilutive for the years ended December 31, 2001, 2000 and 1999, these
effects have not been included in the calculation of diluted earnings per
share ("EPS") for the years ended December 31, 2001, 2000 and 1999.
F-18
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
14. STOCK OPTION PLAN
Effective May 1, 1997, we adopted the 1997 Stock Option Plan (the "Plan")
which is administered by the Stock Option Subcommittee of our Compensation
Committee. During 1999, the Compensation Committee approved a resolution to
increase the maximum number of shares of common stock available for award under
the Plan. In 1999, the number of available options increased from 800,000 to
1,300,000. The exercise price of each option must equal or exceed the fair
market value of the Company's stock on the date of the grant. An option's
maximum term is 10 years. The Stock Option Subcommittee determines vesting terms
at the time of grant, which range from 3 to 5 years. The Plan terminates
effective April 30, 2007.
On February 27, 2001, our Board of Directors approved a voluntary
stock option cancel and regrant program for employees. The program provided
employees and Board of Directors with the opportunity to cancel all or a portion
of their existing and outstanding stock options granted to them before March 31,
2001, in exchange for a new option grant to be granted at a future date. The new
options were issued in October 2001 and the exercise price of the new options
was based on the trading price of our common stock on the date the new options
were granted. As a result, 558,850 options with exercise prices ranging from
$1.25 to $12.00 per share were forfeited and the Company granted 413,250 new
options at an exercise price of $0.81 per share, the fair market value on the
date of the grant. The exchange program was designed to comply with FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation."
No compensation cost has been recognized for options granted under the
Plan. Had compensation cost been determined based on the fair value accounting
rules at the grant dates for awards under the Plan, excluding options with
performance conditions, our net loss and loss per share would have been
increased to the following pro forma amounts:
Years Ended December 31,
--------------------------------------------------
2001 2000 1999
---------------- ---------------- --------------
Net loss
As reported $(36,599,308) $(12,089,162) $(3,940,028)
Pro forma (36,911,745) (12,701,604) (4,419,691)
Loss per share
As reported
Basic $ (3.76) $ (1.25) $ (0.42)
Diluted(1) (3.76) (1.25) (0.42)
Pro forma
Basic $ (3.79) $ (1.31) $ (0.47)
Diluted(1) (3.79) (1.31) (0.47)
_____________
(1) Since the effects of stock options and earnout contingencies are
anti-dilutive for the years ended December 31, 2001, 2000 and 1999,
these effects have not been included in the calculation of dilutive
earnings per share ("EPS") for the years ended December 31, 2001, 2000
and 1999.
F-19
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
14. STOCK OPTION PLAN -- (Continued)
The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model with the following assumptions used
for grants during the years ended December 31:
2001 2000 1999
---------- ---------- ----------
Divided Yield 0% 0% 0%
Expected Volatility 111% 113% 80%
Risk-free Interest Rate (weighted average) 3.86% 6.29% 5.97%
Expected Option Term 5 years 5 years 5 years
Nominal Option Term 10 years 10 years 10 years
A summary of the status of the Plan as of December 31, 2001, 2000 and
1999 and changes during the years then ended is presented below:
2001 2000 1999
--------------------------- --------------------------- ---------------------------
Weighted- Weighted- Weighted-
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
----------- -------------- ------------ ------------- ----------- -------------
Outstanding at beginning of year 1,026,900 $4.42 941,250 $5.09 763,450 $8.43
Granted 537,400 0.82 205,500 2.07 477,000 2.41
Exercised -- -- 8,000 1.25 -- --
Forfeited 608,050 6.02 111,850 5.39 299,200 9.64
---------- ----------- ----------
Outstanding at end of year 956,250 1.43 1,026,900 4.42 941,250 5.09
========== =========== ==========
Options exercisable at end of
year 194,030 286,290 192,240
========== =========== ==========
Weighted-average fair value of
options granted during the year $0.66 $1.70 $1.65
======= ===== =====
F-20
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
14. STOCK OPTION PLAN -- (Continued)
The following table summarizes information about stock options outstanding
at December 31, 2001:
Options Outstanding Options Exercisable
- ------------------------------------------------------------------------------------- --------------------------
Weighted-
Average Weighted- Weighted-
Remaining Average Average
Range of Number Contractual Exercise Number Exercise
Exercise Prices Outstanding Life Price Exercisable Price
- ------------------------------- ----------- ------------ --------- ----------- ---------
$ 0.25-$ 0.88 547,400 9.7 years $ 0.81 8,000 $ 0.25
$ 1.21-$ 2.38 402,250 7.9 2.02 180,950 $ 2.06
$ 8.00-$12.00 6,600 7.6 11.30 5,080 $ 11.39
----------- -----------
$ 0.25-$12.00 956,250 9.0 years $ 1.43 194,030 $ 6.20
=========== ===========
15. RELATED PARTY TRANSACTIONS
For the year ended December 31, 1999, we paid payroll-processing fees of
$46,509 to an affiliated company. During 1999, we switched our payroll-
processing to an outside vendor.
We subleased a portion of our leased office space to a stockholder-
controlled corporation on a month-to-month basis for $24,200 and $52,800 for the
years ended December 31, 2000 and 1999, respectively. The sublease arrangement
terminated in June 2000. Amounts due from the stockholder-controlled corporation
at December 31, 2000 were $15,400.
On September 1, 1999, the Compensation Committee approved a resolution to
move from a voluntary Board of Directors to a compensated Board of Directors.
During the years ended December 31, 2001, 2000 and 1999, we paid $91,250,
$110,250 and $47,250, respectively, in compensation to outside members of the
Board of Directors including additional fees for serving on Board committees.
Additionally, we paid $75,000, $50,000 and $50,000 in consulting fees to members
of the Board of Directors for consulting services rendered during the years
ended December 31, 2001, 2000 and 1999, respectively.
16. DEFINED CONTRIBUTION PLANS
We have a defined contribution employee benefit plan, which covers
substantially all of our employees. We may make discretionary contributions to
our plan. During the years ended December 31, 2001, 2000 and 1999, we
contributed $146,654, $151,162 and $133,499, respectively, to our plan.
We also sponsor a defined contribution profit sharing plan (our "Profit
Sharing Plan") covering full-time employees of one of our subsidiaries.
Contributions are made at our discretion. No amounts were contributed to our
Profit Sharing Plan for the years ended December 31, 2001, 2000 and 1999.
17. COMMITMENTS AND CONTINGENCIES
Employment Agreements
In connection with certain acquisitions and in the normal course of
business, we have entered into employment agreements with our management
employees, which expire at various times through 2004, certain of whom are our
stockholders. The employment agreements have terms up to five years and require
annual payments of $1,998,300 with bonus amounts of up to $399,060 per year.
As part of our efforts to reduce expenses, Michael Dinkins, our President
and Chief Executive Officer since August 1999, Chairman of the Board since
March 2000 and a senior officer of the Company since August 1997, resigned from
the Board effective March 4, 2002, and as President and Chief Executive Officer
effective March 29, 2002.
An existing Board member, Shawkat Raslan, assumed the Chairman's role on
March 4, 2002 and the President and Chief Executive Officer positions on March
30, 2002. Mr. Raslan has been a Director of the Company since May 1997. Since
June 1983, he has served as President and Chief Executive Officer of
International Resources Holdings, Inc., an asset management and investment
advisory service for international clients. Due to his new responsibilities, he
has entered into a two-year employment agreement with Access Worldwide that
includes an annual salary of $150,000 with a bonus potential of 50% of his base
salary. The employment agreement can be canceled by either Mr. Raslan or the
Company with 30 days' notice and does not provide for any severance payments in
that event.
On March 5, 2002, Lee Edelstein was named President and Chief Executive
Officer of TMS. Mr. Edelstein founded TMS and has been a member of our Board of
Directors since October 1997. He assumed the position from Mary Sanchez, who
resigned on March 5, 2002.
Total severance costs for former employees who have resigned or where
terminated are estimated at $1.0 million, including a compensation package
totaling approximately $636,000 for Mr. Dinkins. These severance costs also
include severance packages for Ms. Sanchez and Bernard Tronel, former Senior
Vice President and Chief Operating Officer of TelAc and TMS, among others, and
resulted in a one-time charge to our earnings that was incurred in the first
quarter of 2002.
F-21
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
17. COMMITMENTS AND CONTINGENCIES - (Continued)
Contingent Consideration in Business Acquisitions
In connection with certain acquisitions, we entered into contractual
arrangements whereby our common stock and cash may be issued to former owners of
acquired businesses upon attainment of specified financial criteria over three
to five years as set forth in the respective agreements. The amount of shares
and cash to be issued cannot be fully determined until the periods expire and
the attainment of the criteria is established. If the criteria are attained, but
not exceeded, the amount of shares, which could be issued, and cash, which could
be paid subsequent to December 31, 2001 under all agreements is 10,013,000
shares and $5,006,000, respectively. If the targets are exceeded by 10%, the
amount of shares, which could be issued, and cash, which could be paid
subsequent to December 31, 2001 under all agreements, is 11,579,000 shares and
$5,789,000, respectively. We account for the additional consideration when the
specified financial criteria are achieved and such additional consideration is
payable, as additional purchase price for the related acquisition.
Legal Proceedings
We are involved in legal actions arising in the ordinary course of
business. We believe that the ultimate resolution of these matters will not have
a material effect on our consolidated financial position, results of operations
or cash flows except for the following:
On May 29, 2001, Douglas Rebak and Joseph Macaluso filed suit against the
Company in Federal District Court for the district of New Jersey. The lawsuit
seeks enforcement of an alleged amendment to an earn-out agreement between the
Company and Messrs. Rebak and Macaluso relating to our acquisition of Phoenix in
1997. Messrs. Rebak and Macaluso were the two majority shareholders of Phoenix
prior to the acquisition and became officers of the Company after Phoenix became
a subsidiary of Access Worldwide. The suit alleges that we agreed to amend the
earn-out. The lawsuit seeks actual damages of $850,000 plus additional
unspecified punitive damages. We have denied the allegations of the Complaint,
and intend to defend vigorously. While we believe the claims have no legal
basis, we cannot provide assurances as to the outcome of the litigation.
Operating Leases
Prior to January 1, 2002, we leased office space and operating equipment
under non-cancelable operating leases with terms ranging from three to ten years
and expiring at various dates through April 2011. Rent expense under operating
leases was $4,003,033, $3,926,856 and $3,031,320 for the years ended December
31, 2001, 2000 and 1999, respectively.
Prior to January 1, 2002, we leased office and warehouse facilities in New
Jersey under a long-term operating lease expiring November 2007 from a
partnership comprised of stockholders and certain former stockholders. Rent
expense under this agreement totaled $755,700, $745,000 and $702,860 for the
years ended December 31, 2001, 2000 and 1999, respectively.
Aggregate minimum annual rentals under the operating leases as of December
31, 2001 are as follows:
2002 $ 3,168,782
2003 3,028,692
2004 3,080,543
2005 3,148,518
2006 2,824,348
Thereafter 5,690,759
=============
$ 20,941,642
=============
Subsequent to December 31, 2001, we assigned certain property leases which
were being utilized by Phoenix and CAG to their respective purchasers,
therefore, our aggregate minimum annual rentals under operating leases
subsequent to these transactions are as follows:
2002 $ 1,488,210
2003 1,319,862
2004 1,371,713
2005 1,425,626
2006 1,122,481
Thereafter 4,044,314
=============
$ 10,772,206
=============
18. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of accounts receivable, other assets, accounts payable,
accrued expenses, capital lease obligations, amounts due under our Credit
Facility and deferred revenue approximates fair value.
The fair value of our long-term debt is determined by calculating the
present value of expected future cash outlays associated with our debt
instruments. The discount rate used is equivalent to the current rate offered to
us for debt of the same maturities at December 31, 2001. The fair value of the
Company's long-term indebtedness approximates the carrying value thereof.
F-22
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
19. SEGMENTS
Our reportable segments are strategic business units that offer
different products and services to different industries in various states in the
United States.
Our reportable segments through December 31, 2001 were as follows:
-- Pharmaceutical Marketing Service Segment ("Pharmaceutical")--
provides outsourced services to the pharmaceutical industry.
-- Consumer and Business Services Segment ("Consumer")--provides
consumer and multilingual telemarketing services to the
telecommunications and consumer products industries.
-- Other Segment--provides quantitative and qualitative research to
various corporations worldwide.
The Pharmaceutical Segment consists of three business units: TMS
(pharmaceutical division), Phoenix and AM Medica.
Our accounting policies for these segments are the same as those
described in Note 3, Significant Accounting Policies. In addition, we evaluate
the performance of our segments and allocate resources based on gross margin,
earnings before interest, taxes, depreciation and amortization ("EBITDA") and
net income/loss. The tables below present information about our reportable
segments used by our chief operating decision-maker as of and for the years
ended December 31, 2001, 2000, and 1999:
Pharmaceutical Consumer Other Segment Total Reconciliation Total
============== =========== ========== ============= ============== =====
2001:
Revenues $59,126,974 $ 17,454,793 $4,490,023 $ 81,071,790 $ -- $ 81,071,790
Gross profit 22,694,641 6,965,022 2,203,742 31,863,405 -- 31,863,405
EBITDA 10,266,094 508,645 (43,395) 10,731,344 (4,552,649) 6,178,695
Depreciation
expense 1,853,867 1,064,198 21,425 2,939,490 47,409 2,986,899
Amortization
expense* 34,675,893 -- 976,917 35,652,810 850,064 36,502,874
Total assets 39,633,569 15,742,842 577,523 55,953,934 1,577,594 57,531,528
2000:
Revenues $53,806,051 $ 29,248,688 $4,258,253 $ 87,312,992 $ -- $ 87,312,992
Gross profit 20,316,420 11,144,018 2,268,616 33,729,054 -- 33,729,054
EBITDA** 8,518,492 1,975,832 318,536 10,812,860 (4,208,004) 6,604,856
Depreciation
expense 1,417,771 1,107,213 47,887 2,572,871 49,625 2,622,496
Amortization
expense 2,723,653 149,533 87,180 2,960,366 -- 2,960,366
Total assets 74,598,403 14,133,576 1,706,972 90,438,951 2,541,447 92,980,398
1999:
Revenues $45,503,363 $ 31,427,402 $4,265,866 $ 81,196,631 $ (9,697) $ 81,186,934
Gross Profit 20,668,270 9,079,368 2,099,432 31,847,070 (9,697) 31,837,373
EBITDA 9,591,564 (1,183,565) 69,014 8,477,013 (4,863,414) 3,613,599
Depreciation
expense 1,108,252 1,209,840 50,737 2,368,829 42,045 2,410,874
Amortization
expense 2,684,786 338,565 87,180 3,110,531 -- 3,110,531
Total assets 81,162,053 22,590,294 2,281,474 106,033,821 3,490,209 109,524,030
* Amount includes approximately $32.8 million in write-off of intangible assets
(see Note 3).
** Amount excludes approximately $7.8 million loss on sale of business (see Note
5).
F-23
ACCESS WORLDWIDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
20. SUBSEQUENT EVENTS
On January 31, 2002, we sold our CAG division to LuminaAmericas, Inc., a
provider of integrated marketing solutions for the US-Hispanic and Latin America
markets, for $1.2 million in cash, plus the assumption of certain liabilities
totaling approximately $0.5 million. Approximately, $0.9 million of the net
proceeds was used to reduce our Credit Facility with the Bank Group.
On February 25, 2002, we sold our Phoenix division to Express Scripts, Inc.
for $33.0 million in cash, plus the assumption of certain liabilities totaling
approximately $2.0 million. Approximately, $28.0 million of the net proceeds was
used to reduce our Credit Facility with the Bank Group.
In connection with these transactions, on February 22, 2002 and April 5,
2002, we entered into the Fifth and Sixth Amendment Agreement and Waiver,
respectively, to the Credit Facility with the Bank Group (see Note 9).
F-24
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosures
There were no reportable events.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information appearing under the caption "Executive Officers" in the
registrant's definitive proxy statement relating to the Annual Meeting of
Stockholders to be held on or about July 2, 2002, and to be filed no later than
April 30, 2002 (the "Proxy Statement"), is incorporated herein by reference.
Item 11. Executive Compensation
The information appearing under the caption "Executive Compensation" in the
Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information appearing under the caption "Security Ownership of Certain
Beneficial Owners and Management" in the Proxy Statement is incorporated herein
by reference.
Item 13. Certain Relationships and Related Transactions
The information appearing under the caption "Certain Relationships and
Related Transactions" in the Proxy Statement is incorporated herein by
reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
The following report and Consolidated Financial Statements and the Notes
thereto are filed as part of this report beginning on page F-1, pursuant to Item
8.
(a)(1) Financial Statements.
Report of Independent Certified Public Accountants
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Changes in Common Stockholders' (Deficit) Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(a)(2) Schedule.
Schedule II--Valuation and Qualifying Accounts
F-25
Schedule II: Valuation and Qualifying Accounts
Years Ended December 31, 2001, 2000, and 1999
Balance Balance
At Beginning Charged to At End
Of Period Expense Deductions Of Period
================ ============ ====================== ===============
Year ended December 31, 2001:
Allowance for doubtful accounts $128,588 $ 216,780 $ (264,645) $ 80,723
Deferred tax asset valuation allowance 813,951 13,781,562 -- 14,595,513
Year ended December 31, 2000:
Allowance for doubtful accounts 113,082 436,432 (420,926) 128,588
Deferred tax asset valuation allowance -- 813,951 -- 813,951
Year ended December 31, 1999:
Allowance for doubtful accounts 184,801 1,089,365 (1,161,084) 113,082
All other schedules have been omitted because they are not applicable
or are not required under Regulation S-X.
F-26
(a) Exhibits
Index to Exhibits
Exhibit
Number
=======
2(a) Agreement and Plan of Merger, dated as of December 6, 1996, by and between
the Company and TelAc, Inc. (incorporated by reference to Exhibit 2(a) to
the Company's Registration Statement on Form S-1 (Registration No. 333-
38845) filed with the Commission on October 27, 1997).
2(b) Recapitalization and Investment Agreement, dated December 6, 1996, by and
among Telephone Access, Inc., the shareholders of Telephone Access, Inc.,
Abbingdon Venture Partners Limited Partnership ("Abbingdon-I"), Abbingdon
Venture Partners Limited Partnership-II ("Abbingdon-II") and Abbingdon
Venture Partners Limited Partnership-III ("Abbingdon-III") (incorporated
by reference to Exhibit 2(b) to the Company's Registration Statement on
Form S-1 (Registration No. 333-38845) filed with the Commission on October
27, 1997).
2(c) Agreement of Purchase and Sale, dated as of January 1, 1997, by and among
TeleManagement Services, Inc., Lee H. Edelstein and TLM Holdings Corp.
(incorporated by reference to Exhibit 2(c) to the Company's Registration
Statement on Form S-1 (Registration No. 333-38845) filed with the
Commission on October 27, 1997).
2(d) Agreement of Purchase and Sale, dated as of September 1, 1997, by and
among Hispanic Market Connections, Inc., M. Isabel Valdes and the Company
(incorporated by reference to Exhibit 2(d) to the Company's Registration
Statement on Form S-1 (Registration No. 333-38845) filed with the
Commission on October 27, 1997).
2(e) Agreement of Purchase and Sale, dated as of October 1, 1997, by and among
Phoenix Marketing Group, Inc., Douglas Rebak, Joseph Macaluso and the
Company (incorporated by reference to Exhibit 2(e) to the Company's
Registration Statement on Form S-1 (Registration No. 333-38845) filed with
the Commission on October 27, 1997).
2(f) Agreement of Purchase and Sale, dated as of October 24, 1998, by and among
AM Medica Communications, Ltd., Ann Holmes and the Company (incorporated
by reference to Exhibit 2(a) to the Company's Current Report on Form 8-K
dated October 24, 1998).
3(a) Amended and Restated Certificate of Incorporation of the Company, as
amended to date (incorporated by reference to Exhibit 3(a) to the
Company's Registration Statement on Form S-1 (Registration No. 333-38845)
filed with the Commission on October 27, 1997).
F-27
Index to Exhibits
Exhibit
Number
=======
3(b) By-Laws of the Company (incorporated by reference to Exhibit 3(b) to the
Company's Registration Statement on Form S-1 (Registration No. 333-38845)
filed with the Commission on October 27, 1997).
3(c) Certificate of Ownership and Merger of Access Worldwide Communications,
Inc. into the Company (incorporated by reference to Exhibit 3(c) to the
Company's Annual Report on Form 10-K for year ended December 31, 1998).
4(a) The Company's 1997 Stock Option Plan (incorporated by reference to Exhibit
4 to the Company's Registration Statement on Form S-1 (Registration No.
333-38845) filed with the Commission on October 27, 1997).
4(b) Preferred Stock, Series 1998 Agreement by and between the Company and
Abbingdon-I and Abbingdon-II (incorporated by reference to Exhibit 4(b) to
the Company's Annual Report on Form 10-K for the year ended December 31,
1998).
10(a) Credit Agreement dated April 9, 1998, by and among the Company,
NationsBank, National Association and the other lenders party thereto
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998).
10(b) Credit Agreement dated March 12, 1999 by and among the Company, certain
subsidiaries of the Company as guarantors, NationsBank, N.A., as lender
and agent and the other lenders party thereto (incorporated by reference
to Exhibit 10(b) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1998).
10(c) 6% Convertible Subordinated Promissory Note of the Company, dated October
17, 1997, payable to the order of Phoenix Marketing Group, Inc.
(incorporated by reference to Exhibit 10(i) to the Company's Registration
Statement on Form S-1 (Registration No. 333-38845) filed with the
Commission on October 27, 1997).
10(d) 6% Redeemable Subordinated Promissory Note of the Company, dated October
17, 1997, payable to the order of Phoenix Marketing Group, Inc.
(incorporated by reference to Exhibit 10(j) to the Company's Registration
Statement on Form S-1 (Registration No. 333-38845) filed with the
Commission on October 27, 1997).
10(e) Stock Purchase Agreement, dated December 6, 1996, by and between the
Company and John E. Jordan (incorporated by reference to Exhibit 10(k) to
the Company's Registration Statement on Form S-1 (Registration No. 333-
38845) filed with the Commission on October 27, 1997).
10(f) Stock Purchase Agreement, dated January 15, 1997, between TLM Holdings
Corp. and Lee H. Edelstein (incorporated by reference to Exhibit 10(l) to
the Company's Registration Statement on Form S-1 (Registration No. 333-
38845) filed with the Commission on October 27, 1997).
10(g) Stock Purchase Agreement, dated April 1, 1997, by and between the Company
and John Fitzgerald (incorporated by reference to Exhibit 10(m) to the
Company's Registration Statement on Form S-1 (Registration No. 333-38845)
filed with the Commission on October 27, 1997).
10(h) Employment Agreement dated December 6, 1996, by and between the Company
and John E. Jordan (incorporated by reference to Exhibit 10(n) to the
Company's Registration Statement on Form S-1 (Registration No. 333-38845)
filed with the Commission on October 27, 1997).
10(i) Employment Agreement, dated January 15, 1997, by and between TLM Holdings
Corp. and Lee Edelstein (incorporated by reference to Exhibit 10(o) to the
Company's Registration Statement on Form S-1 (Registration No. 333-38845)
filed with the Commission on October 27, 1997).
F-28
Index to Exhibits
Exhibit
Number
=======
10(j) Employment Letter Agreement, dated April 1, 1997, by and between the
Company and John Fitzgerald (incorporated by reference to Exhibit 10(p)
to the Company's Registration Statement on Form S-1 (Registration No.
333-38845) filed with the Commission on October 27, 1997).
10(k) Employment Agreement, dated August 1, 1997, by and between the Company
and Michael Dinkins (incorporated by reference to Exhibit 10(q) to the
Company's Registration Statement on Form S-1 (Registration No. 333-38845)
filed with the Commission on October 27, 1997).
10(l) Employment Agreement, dated October 17, 1997, by and between the Company
and Douglas Rebak (incorporated by reference to Exhibit 10(r) to the
Company's Registration Statement on Form S-1 (Registration No. 333-38845)
filed with the Commission on October 27, 1997).
10(m) Agreement, effective January 1, 1997, by and between the Company and
Sprint/United Management Company, together with contract orders related
thereto (incorporated by reference to Exhibit 10(s) to the Company's
Registration Statement on Form S-1 (Registration No. 333-38845) filed
with the Commission on October 27, 1997).
10(n) Database Licensee Agreement for the AMA Physician Professional Data,
effective January 1, 1996, between the Company and the American Medical
Association (incorporated by reference to Exhibit 10(t) to the Company's
Registration Statement on Form S-1 (Registration No. 333-38845) filed
with the Commission on October 27, 1997).
10(o) 6.5% Subordinated Promissory Note of the Company dated October 24, 1998,
payable to the order of Ann Holmes (incorporated by reference to Exhibit
2(b) to the Company's Current Report on Form 8-K dated October 24, 1998).
10(p) Employment Agreement dated October 24, 1998 by and between the Company
and Ann Holmes (incorporated by reference to Exhibit 10 to the Company's
Current Report on Form 8-K dated October 24, 1998).
10(q) Employment Agreement dated January 15, 1997 by and between TLM
Acquisition Corp. (a subsidiary of the Company) and Mary Sanchez
(incorporated by reference to Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998).
10(r) Employment Agreement dated September 24, 1997 by and between the Company
and M. Isabel Valdes (incorporated by reference to Exhibit 10(r) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1998).
10(s) Employment Agreement between the Company and Michael Dinkins
(incorporated by reference to Exhibit 10.3 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1999).
10(t) Severance Arrangement/Closing Inducement between the Company and Richard
Lyew (incorporated by reference to Exhibit 10.4 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1999).
10(u) Severance Arrangement/Closing Inducement between the Company and John
Hamerski (incorporated by reference to Exhibit 10.5 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1999).
10(v) Severance Arrangement/Closing Inducement between the Company and Mary
Sanchez (incorporated by reference to Exhibit 10.6 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1999).
10(w) Severance Arrangement/Closing Inducement between the Company and Andrea
Greenan (incorporated by reference to Exhibit 10.7 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1999).
F-29
Index to Exhibits
Exhibit
Number
=======
10(x) Amendment Agreement and Waiver to Credit Agreement dated April 14,
2000 by and among the Company, certain subsidiaries of the Company
as guarantors, Bank of America, N.A., successor to NationsBank,
N.A., as lender and agent and the other lenders party (incorporated
by reference to Exhibit 10(x) to the Company's Annual Report on Form
10-K for the year ended December 31, 1999).
10(y) Consultant Agreement dated April 14, 2000 between the Company and
Ann Holmes (incorporated by reference to Exhibit 10(y) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1999).
10(z) Amendment to Subordinated Promissory Notes of the Company dated
April 14, 2000, payable to the order of Ann Holmes (incorporated by
reference to Exhibit 10(z) to the Company's Annual Report on Form
10-K for the year ended December 31, 1999).
10(aa) Amendment to Note Subordination Agreement dated April 14, 2000
between the Company and Ann Holmes (incorporated by reference to
Exhibit 10(aa) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1999).
10(bb) Amendment to Contingent Subordination Agreement dated April 14, 2000
between the Company and Ann Holmes (incorporated by reference to
Exhibit 10(bb) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1999).
10(cc) Amendment to Agreement of Purchase and Sale dated April 14, 2000, by
and among AM Medica Communications, Ltd., Ann Holmes and the Company
(incorporated by reference to Exhibit 10(cc) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1999).
10(dd) Amendment to Subordinated Security Agreement dated April 14, 2000
between the Company and Ann Holmes (incorporated by reference to
Exhibit 10(dd) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1999).
10(ee) Amendment to Subordinated Promissory Note of the Company dated April
14, 2000, payable to the order of Lee Edelstein (incorporated by
reference to Exhibit 10(ee) to the Company's Annual Report on Form
10-K for the year ended December 31, 1999).
10(ff) Amendment to Agreement of Purchase and Sale dated April 14, 2000, by
and among TeleManagement Services, Inc., Lee Edelstein and the
Company (incorporated by reference to Exhibit 10(ff) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1999).
10(gg) Asset Purchase Agreement dated May 15, 2000 between Merkafon
International Ltd. And AWWC Texas I Limited Partnership
(incorporated by reference to Exhibit 10(gg) to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2000).
10(hh) Employment Agreement dated December 5, 2000, by and between the
Company and John Hamerski (incorporated by reference to Exhibit
10(hh) to the Company's Annual Report on Form 10-K for the year
ended December 31, 2000).
10(ii) Fourth Amendment and Waiver Agreement, dated April 3, 2001, to the
Credit Agreement dated March 12, 1999 among the Company and Bank of
America, N.A. as agent for the Lenders named within (incorporated by
reference to Exhibit 10(ii) to the Company's Form 8-K filed on April
12, 2001).
10(jj) Common Stock Purchase Warrant (incorporated by reference to Exhibit
10(jj) to the Company's Form 8-K filed on April 12, 2001).
10(kk) Registration Rights Agreement dated April 3, 2001, among the Company
and Bank of America, N.A. as agent for the Lenders named within
(incorporated by reference to Exhibit 10 (kk) to the Company's Form
8-K filed on April 12, 2001).
F-30
Index to Exhibits
Exhibit
Number
=======
10(ll) Warrant Escrow Agreement dated April 3, 2001, among the Company and
Bank of America, N.A., as agent for the Lenders named within and
Investors Title Accommodation Corporation, as escrow agent
(incorporated by reference to Exhibit 10(ll) to the Company's Form
8-K filed on April 12, 2001).
10(mm) Press release of Access Worldwide dated April 9, 2001 (incorporated
by reference to Exhibit 10(mm) to the Company's Form 8-K filed on
April 12, 2001).
10(nn) Form of Option Plan Agreement (incorporated by reference to Exhibit
10(nn) to the Company's Annual Report on Form 10-K for the year
ended December 31, 2000).
10(oo) Asset Purchase Agreement dated December 19, 2002, by and between
Phoenix Marketing Group (Holdings), Inc. and Access Worldwide
Communications, Inc., as Seller and Express Scripts, Inc. as Buyer,
(incorporated by reference to Appendix A to Access Worldwide's
Definitive Proxy Statement on schedule 14A filed with the
Securities and Exchange Commission on January 15, 2002.)
10(pp) Fifth Amendment and Waiver Agreement, dated February 22, 2002, to
the Credit Agreement dated March 12, 1999 among the Company and
Bank of America, N.A. as agent for the Lenders named within,
(incorporated by reference to Exhibit 10(pp) to the Company's Form
8-K filed on February 25, 2002.)
10(qq) Sixth Amendment and Waiver Agreement, dated April 5, 2002, to
the Credit Agreement dated March 12, 1999 among the Company and
Bank of America, N.A. as agent for the Lenders named within.
24 Powers of Attorney (set forth below).
(b) Reports on Form 8-K
On March 14, 2002, we filed a current report on Form 8-K with the
Securities and Exchange Commission pursuant to item 5 of that Form. Pursuant to
item 5, we announced the Fifth Amendment and Waiver of our credit agreement with
Bank of America as agent for a group of lenders named within.
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby
appoint Shawkat Raslan and John Hamerski as attorneys-in-fact with full power
of substitution, severally, to execute in the name and on behalf of the
Registrant and each such person, individually and in each capacity stated below,
one or more amendments to the annual report which amendments may make such
changes in the report as the attorney-in-fact acting in the premises deems
appropriate and to file any such amendment to the report with the Securities and
Exchange Commission.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: April 12, 2002
Access Worldwide Communications, Inc.
By /s/ Shawkat Raslan
-------------------------------------
Shawkat Raslan, Chairman, President
and Chief Executive Officer
F-31
Pursuant to the requirements of the Securities Exchange Act of 1934,
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated have signed this report below.
Signature Title Date
--------- ----- ----
/s/ Shawkat Raslan Chairman, President and Chief Executive April 12, 2002
- ---------------------------------- Officer (principal executive
(Shawkat Raslan) officer)
/s/ John Hamerski Executive Vice President and Chief April 12, 2002
- ---------------------------------- Financial Officer (principal
(John Hamerski) financial and accounting officer)
/s/ Liam S. Donohue Director April 12, 2002
- ----------------------------------
(Liam S. Donohue
/s/ Lee H. Edelstein Director April 12, 2002
- ----------------------------------
(Lee H. Edelstein)
/s/ Randall Lewis Director April 12, 2002
- ----------------------------------
(Randall Lewis)
/s/ Charles Weil Director April 12, 2002
- ----------------------------------
(Charles Weil)
F-32