-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BmrJGLTQS3hERjvs0h6GXF0DYh5Lq/7pOBNoVFe5TjEcfTLzI3awaEsW5h14Zs6Q BfdIA3TK8rfeokc/afu1SQ== 0000950124-99-006186.txt : 19991118 0000950124-99-006186.hdr.sgml : 19991118 ACCESSION NUMBER: 0000950124-99-006186 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991115 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHOICETEL COMMUNICATIONS INC /MN/ CENTRAL INDEX KEY: 0001031927 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 411649949 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23017 FILM NUMBER: 99759711 BUSINESS ADDRESS: STREET 1: 9724 10TH AVE NORTH CITY: PLYMOUTH STATE: MN ZIP: 55441 BUSINESS PHONE: 6125441260 MAIL ADDRESS: STREET 1: 9724 10TH AVE NORTH CITY: PLYMOUTH STATE: MN ZIP: 55441 FORMER COMPANY: FORMER CONFORMED NAME: INTELLIPHONE INC DATE OF NAME CHANGE: 19970625 8-K 1 FORM 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT NOVEMBER 15, 1999 ----------------- COMMISSION FILE NUMBER 0-230 17 -------- CHOICETEL COMMUNICATIONS, INC. ------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MINNESOTA 41-1649949 - --------- ---------- (STATE OF JURISDICTION OR IRS EMPLOYER ID NO. INCORPORATION OF ORGANIZATION) 9724 10TH AVE. NORTH, PLYMOUTH, MN 55441 - ---------------------------------- ----- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 612-544-1260 2 ITEM 5. OTHER EVENT Choicetel Communication, Inc. announces the sale of its Midwest assets and its financial results for the third quarter and for the nine months ended September 30, 1999. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Filed herewith is the following exhibit: 99 Press release dated November 15, 1999 ***** Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CHOICETEL COMMUNICATIONS, INC. Date: November 15, 1999 By: /s/ Jack S. Kohler -------------------------------------- Jack S. Kohler Vice President and Chief Financial Officer EX-99 2 PRESS RELEASE 1 FOR IMMEDIATE RELEASE - --------------------- Contact: Jeff Paletz, President Choicetel Communications, Inc. 612-544-1260 CHOICETEL COMMUNICATIONS AGREES TO SELL MIDWEST PAYPHONES AND ANNOUNCES 3RD QUARTER RESULTS Minneapolis- Choicetel Communications, Inc. (NASDAQ): PHON Announced that it has entered into an agreement to sell approximately 2,000 of its payphones located in Minnesota, Wisconsin, Iowa, North Dakota and New York to Access Anywhere LLC based in Minneapolis. Terms were not disclosed. The transaction is expected to close in December, following shareholder approval and the satisfaction of other conditions. Choicetel Communications also operates payphone routes in Philadelphia, Oregon, and Puerto Rico, and these phones are not included in the announced transaction. Jeff Paletz President of Choicetel Communications stated "This sale is another significant step toward the planned divestiture of payphone assets in order to enable the company to redeploy its financial and human resources." Choicetel Communications' third quarter earnings were $26,000 or 1 cent per share. Income before taxes increased approximately $8,000 or 20% compared to the three months ended September 30, 1998. The 1999 quarter included a charge of approximately $110,000 paid to consultants to develop an internet access terminal business plan. CEO Jeff Paletz stated "though average revenue on a per phone basis is down from last year, savings in line charges, long distance expense, and marketing expenses, helped to make up for much of the decline in revenue." Total revenue for the nine months ending September 30, 1999 was $8,090,000 an increase of approximately $1,313,000 or 19.3% compared to the nine months ending September 30, 1998. The net loss for the first nine months of 1999 is $33,000 or 1 cent per share. This compares to net income of $99,000 or 3 cents per share for the first nine months of 1998. 2 CHOICETEL COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATION THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1999 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1999
Three months ended Three months ended % Change September 30, 1999 September 30, 1998 Revenue 2,936 2,863 2.5% Cost of service 1,266 1,280 (1.1) Gross Margin 1,670 1,583 5.5 Selling, general and admin 1,089 939 16.0 Depreciation and Amortization 345 420 (21.7) Interest 133 126 5.6 Sales tax contingency 55 58 (5.5) Income (loss) before taxes 48 40 20.0 Provision (credit) for income tax 22 16 37.5 Net income (loss) 26 24 8.3 Per share net income 0.01 0.01 Shares outstanding - weighted avg 2,915 2,915 Per share diluted net income 0.01 0.01 Shares outstanding - diluted 2,915 2,915 Nine months ended Nine months ended % September 30, 1999 September 30, 1998 Change Revenue 8,090 6,777 19.3% Cost of service 3,704 2,886 28.3 Gross Margin 4,386 3,891 12.7 Selling, general and admin 2,865 2,334 22.8 Depreciation and Amortization 1,053 1,001 5.2 Interest 368 199 84.9 Sales tax contingency 159 191 (20.1) Income (loss) before taxes (59) 165 n.m. Provision (credit) for income tax (26) 66 n.m. Net income (loss) (33) 99 n.m. Per share net income (0.01) 0.03 n.m. Shares outstanding - weighted avg 2,915 2,915 Per share diluted net income (0.01) 0.03 n.m. Shares outstanding - diluted 2,915 2,915
FIGURES IN THOUSANDS EXCEPT PER SHARE NUMBERS. --------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----