-----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, M0W7dlE3RX6/7IxbBSGmsZf4jqbIOM6tUPr4kEqZnQsHf5xK8ULwZ+Npr0aVtcXg 6tHqSi1Jzxmce20zE2oLLw== 0001144204-07-062874.txt : 20071119 0001144204-07-062874.hdr.sgml : 20071119 20071119103915 ACCESSION NUMBER: 0001144204-07-062874 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071116 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071119 DATE AS OF CHANGE: 20071119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCESS WORLDWIDE COMMUNICATIONS INC CENTRAL INDEX KEY: 0001048422 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 521309227 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-38845 FILM NUMBER: 071255103 BUSINESS ADDRESS: STREET 1: 4950 COMMUNICATIONS AVE CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5162265000 MAIL ADDRESS: STREET 1: 4950 COMMUNICATIONS AVE CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: CULTURAL ACCESS WORLDWIDE INC DATE OF NAME CHANGE: 19971023 8-K 1 v094843_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 16, 2007 -------------------------------- ACCESS WORLDWIDE COMMUNICATIONS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-23489 52-1309227 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1820 North Fort Myer Drive, Arlington, Virginia 22209 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (703) 292-5210 ----------------------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition Item 7.01 Regulation FD Disclosure. On November 16, 2007, Registrant announced its earnings for the three month period ended September 30, 2007. For further information, reference is made to the Registrant's press release, dated November 19, 2007, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The attached press release is furnished pursuant to this Item 7.01 of Form 8-K. Item 9.01 Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release, Access Worldwide Communications, Inc., November 19, 2007. 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 hereunto duly authorized. ACCESS WORLDWIDE COMMUNICATIONS, INC. (Registrant) Date: November 19, 2007 By /s/ Mark Wright ----------------------------------- Mark Wright General Counsel, Secretary EX-99.1 2 v094843_ex99-1.txt Access Worldwide Access Worldwide Reports Third Quarter Financial Results and Reforecast of Previous 2007 Guidance ARLINGTON, Va., Nov. 19 /PRNewswire-FirstCall/ -- Access Worldwide Communications, Inc. (OTC Bulletin Board: AWWC), an established marketing and Business Process Outsourcing ("BPO") services company, today reported financial results for the three and nine months ended September 30, 2007. For the Three Months Ended September 30, 2007 Our revenues for the quarter ended September 30, 2007 increased $0.8 million, or 10.8%, to $8.2 million, compared to $7.4 million for the quarter ended September 30, 2006. Revenues for the U.S. Segment decreased $0.5 million, or 8.5%, to $5.4 million for the quarter ended September 30, 2007, compared to $5.9 million for the quarter ended September 30, 2006. This was mainly due to the loss of one of our most profitable programs due to our client's budgetary cuts. Management is taking every step to adjust our cost structure to keep it in line with our existing and anticipated revenues. Revenues for the International Segment increased $1.2 million, or 80.0%, to $2.7 million for the quarter ended September 30, 2007, compared to $1.5 million for the quarter ended September 30, 2006. The increase was attributed to the consistent growth of our primary client in the Philippines. Our earnings before interest, taxes and depreciation for the three months ended September 30, 2007 decreased $1.0 million or 34.0% to $(0.2) million, compared to $0.3 million. The decrease was primarily attributed to the loss of the program mentioned above and increased recruiting and training cost to ramp-up for two other programs and increased attrition. We reported a net loss from continued operations of $(0.7) million, or $(0.02) loss per share of common stock, for the quarter ended September 30, 2007, compared to $(1.8) million, or $(0.10) loss per share of common stock, for the quarter ended September 30, 2006. Total weighted average common shares outstanding for the quarters ended September 30, 2007 and September 30, 2006 were 31,029,146 and 17,340,065 respectively. For the Nine Months Ended September 30, 2007 Our revenues for the nine months ended September 30, 2007 increased $6.4 million, or 33.3%, to $25.6 million, compared to $19.2 million for the nine months ended September 30, 2006. Revenues for the U.S. Segment increased $2.4 million, or 15.0%, to $18.4 million for the nine months ended September 30, 2007, compared to $16.0 million for the nine months ended September 30, 2006. Revenues for the International Segment increased $3.9 million, or 118.2%, to $7.2 million for the nine months ended September 30, 2007, compared to $3.3 million for the nine months ended September 30, 2006. Our earnings before interest, taxes and depreciation for the nine months ended September 30, 2007 increased $1.0 million, or 200%, to $0.5 million, compared to $(0.5) million for the nine months ended September 30, 2007. The increase was primarily due to increased revenues during the first half of 2007. We reported net loss from continuing operations of $ (3.4) million, or $(0.11) loss per share of common stock for the nine ended September 30, 2007, compared to $(4.0) million, or $(0.23) loss per share of common stock for the nine months ended September 30, 2006. Total weighted average common shares outstanding for the nine months ended September 30, 2007 and September 30, 2006 were 31,029,146 and 17,193,204, respectively. On February 6, 2007, we established a revenue guidance of $38 million for 2007. We are adjusting our forecast down to $33 million based on lower than expected third quarter and projected fourth quarter revenues. Access Worldwide is an established marketing and BPO services company that provides a variety of sales and communication services. Our spectrum of services include the full range of inbound and outbound voice services such as customer service, customer acquisition, helpdesk, and a growing list of IT and back office services among others. Headquartered in Arlington, Virginia, Access Worldwide has about 1,000 employees in offices throughout the United States and the Philippines. More information is available at www.accessww.com. This press release contains forward-looking statements. Such statements involve known or unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the following: our ability to continue as a going concern if we are unable to generate cash flow and income from operations; competition from other third-party providers and those clients and prospects who may decide to do work in-house that we currently do for them; potential consumer saturation reducing the need for services; our ability and our clients ability to comply with state, federal and industry regulations; our reliance on a limited number of major clients; the reduction in services performed for or the loss of one or more major clients; our ability to develop or fund the operations of new products or service offerings; our reliance on technology; our reliance on key personnel and labor force and our ability to recruit additional personnel. For a more detailed discussion of these risks and others that could affect results, see our filings with the Securities and Exchange Commission, including the risk factors section of Access Worldwide's Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Securities and Exchange Commission. The Company assumes no duty to update any forward-looking statements. Contacts: Access Worldwide Communications, Inc. (703) 292-5210 Mark Wright Investor Relations mwright@accessww.com - Tables Follow - Access Worldwide Communications, Inc. Condensed Consolidated Balance Sheets September 30, 2007 December 31, ASSETS (Unaudited) 2006 ------------ ------------ Current Assets: Cash and cash equivalents $ 942,690 $ 2,836,980 Restricted cash 123,000 123,000 Accounts receivable, net of allowance for doubtful accounts of $24,715 and $99,130, respectively 6,658,389 6,956,218 Unbilled receivables -- 7,750 Other current assets, net 613,828 831,958 ------------ ------------ Total current assets 8,337,907 10,755,906 Property and equipment, net 4,101,041 3,374,575 Restricted cash 220,000 343,000 Other assets, net 521,441 386,127 ------------ ------------ Total assets $ 13,180,389 $ 14,859,608 ============ ============ LIABILITIES AND COMMON STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities: Revolving line of credit ("Revolver") $ 2,203,428 $ -- Note payable - related party -- 1,750,000 Capital lease obligation -- short term 480,903 438,866 Accounts payable 421,417 1,315,785 Accrued expense 433,015 654,140 Accrued salaries, wages and related benefits 899,598 586,107 Accrued Interest 16,433 -- Customer deposits 969,296 1,210,146 Deferred revenue 139,033 669,290 ------------ ------------ Total current liabilities 5,563,123 6,624,334 Capital lease obligation -- long term 288,506 259,256 Other long-term liabilities 427,494 530,992 Convertible Notes, net -- 4,625,490 Mandatorily redeemable preferred stock, $0.01 par value: -- -- 1,000,000 shares auth., 40,000 shares issued and out 4,000,000 4,000,000 ------------ ------------ Total liabilities 10,279,123 16,040,072 ------------ ------------ Commitments and contingencies Common stockholders' equity (deficit): Common stock, $0.01 par value: voting 100,000,000 shares and 40,000,000 shares auth Respectively; 31,029,146 and 17,340,065 shares issued and outstanding, respectively 310,291 173,401 Additional paid-in capital 78,857,250 71,362,793 Accumulated deficit (76,266,275) (72,716,658) ------------ ------------ Total common stockholders' equity (deficit) 2,901,266 (1,180,464) ------------ ------------ Total liabilities and common stockholders' equity (deficit) $ 13,180,389 $ 14,859,608 ============ ============ Access Worldwide Communications, Inc. Condensed Consolidated Statements of Operations
Unaudited Unaudited For the Three Months For the Nine Months Ending Ending September 30, September 30, 2007 2006 2007 2006 ------------ ------------ ------------ ------------ Revenues $ 8,175,282 $ 7,405,356 $ 25,608,003 $ 19,244,916 Cost and expenses: Cost of services 6,736,630 5,521,763 20,077,104 14,977,570 Selling, general and administrative expenses 1,622,312 1,628,561 4,955,755 4,722,464 Depreciation Expense 395,881 249,744 1,063,480 791,058 ------------ ------------ ------------ ------------ Total costs and expenses 8,754,823 7,400,068 26,096,339 20,491,092 ------------ ------------ ------------ ------------ (Loss) income from operations (579,541) 5,288 (488,336) (1,246,176) Interest expense, net (93,575) (1,806,229) (2,950,619) (2,780,425) ------------ ------------ ------------ ------------ (Loss) from continuing operations (673,116) (1,800,941) (3,438,955) (4,026,601) ------------ ------------ ------------ ------------ Discontinued operations: Income (loss) from discontinued operations 8,584 13,510 (110,662) (605,090) Gain on disposal of segment, net of income tax expense of $0 -- 8,199,620 -- 8,199,620 ------------ ------------ ------------ ------------ 8,584 8,213,130 (110,662) 7,594,530 ------------ ------------ ------------ ------------ Net (loss) income (664,532) 6,412,189 (3,549,617) 3,567,929 Basic and diluted (loss) income per share of common stock: Continuing operations $ (0.02) $ (0.10) $ (0.11) $ (0.23) Discontinued operations 0.00 0.47 (0.00) 0.44 Net (loss) income $ (0.02) $ 0.37 $ (0.11) $ 0.21 Weighted average common shares outstanding 31,029,146 17,340,065 31,029,146 17,193,204 ============ ============ ============ ============
Access Worldwide Communications, Inc. Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 2007 2006 ----------- ----------- Cash flows from operating activities: Net (loss) income $(3,549,617) $ 3,567,929 Adjustments to reconcile net (loss) income to net cash used in operating activities: Depreciation and amortization 1,063,480 791,941 Amortization of deferred financing costs 198,374 510,273 Amortization of deferred compensation 7,875 7,875 Accretion of discount on Convertible Notes 1,009,510 565,536 Interest expense converted to common shares 1,647,556 -- Allowance for doubtful accounts (74,106) 90,454 Share based compensation expense 76,301 84,190 Gain on sale of discontinued operations -- (8,199,620) Common stock issued for Board of Directors fees' and bonuses 82,250 122,073 Changes in assets and liabilities from discontinued operations (112,703) (83,233) Changes in operating assets and liabilities: Accounts receivable 217,897 (2,717,646) Other assets 169,264 (134,037) Accounts payable and accrued expenses (1,095,986) (478,697) Accrued salaries, wages and related benefits 317,975 468,790 Accrued interest and related party expenses 16,433 (46,911) Deferred revenue and customer deposits (578,649) (310,510) ----------- ----------- Net cash used in operating activities (604,146) (5,761,593) ----------- ----------- Cash flows from investing activities: Additions to property and equipment, net (1,548,832) (196,362) Additions to property and equipment from discontinued operations, net 4,994 (187,549) Net proceeds from sale of discontinued operations -- 9,751,470 Increase in restricted cash 123,000 314,000 ----------- ----------- Net cash (used in) provided by investing activities (1,420,838) 9,681,559 ----------- ----------- Cash flows from financing activities: Payments on capital leases (182,368) (262,749) Proceeds from exercise of common stock options and warrants 18,490 5,535 Net borrowings (payments) under Revolver and Debt Agreement 2,203,428 (4,454,388) Loan origination fees (145,334) (140,000) Proceeds from issuance of Convertible Notes -- 1,500,000 (Payments) proceeds on equipment and insurance financing, net (13,522) 15,175 (Payments) proceeds from note payable from related party (1,750,000) 2,000,000 Payment of subordinated note from discontinued operations -- (352,334) Payments on capital leases from discontinued operations -- (12,474) ----------- ----------- Net cash provided by (used in) financing activities 130,694 (1,701,235) ----------- ----------- Net increase (decrease) in cash and cash equivalents (1,894,290) 2,218,731 Cash and cash equivalents, beginning of period 2,836,980 1,755,926 ----------- ----------- Cash and cash equivalents, end of period $ 942,690 $ 3,974,657 =========== =========== Non-Cash Investment and Financing Activities: Equipment acquisition through capital lease 267,177 20,455 Issuance of warrants on Note 171,750 84,000 Conversion of Convertible Notes with interest 5,635,000 -- -----END PRIVACY-ENHANCED MESSAGE-----