-----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, RkWEP6f9bSuxWXnrYzBj9cQRcTIf1Z5Lq/8WWx3DlkwAIpm6X7kiY9z7vsB5k/xd 4yfVzHMdMn/hk2AmTKiQLw== 0001275287-06-001960.txt : 20060418 0001275287-06-001960.hdr.sgml : 20060418 20060418081227 ACCESSION NUMBER: 0001275287-06-001960 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060417 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060418 DATE AS OF CHANGE: 20060418 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: 06763696 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 aw5421.txt FORM 8-K ================================================================================ 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) April 17, 2006 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.) 4950 Communication Avenue, Suite 300, Boca Raton, Florida 33431 --------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (571) 438-6140 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 RESULT OF OPERATIONS AND FINANCIAL CONDITION On April 17, 2006, Registrant announced its earnings for the three and twelve month periods ended December 31, 2005. For further information, reference is made to the Registrant's press release, dated April 18, 2005, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The attached press release is furnished pursuant to this Item 2.02 of Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 99.1 Press Release, Access Worldwide Communications, Inc., April 17, 2006 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: April 18, 2006 By /s/ Mark Wright ------------------------------------- Mark Wright General Counsel, Secretary EX-99.1 2 aw5421ex991.txt EXHIBIT 99.1 Exhibit 99.1 [LOGO OF ACCESS WORLDWIDE] Contacts: Access Worldwide Communications, Inc. Access Worldwide Communications, Inc. (571) 438-6140 (571) 438-6140 Mark Wright Richard Lyew Investor Relations EVP & Chief Financial Officer mwright@accessww.com rlyew@accessww.com ACCESS WORLDWIDE REPORTS FOURTH QUARTER AND YEAR-END FINANCIAL RESULTS BOCA RATON, FL - APRIL 18, 2006 - ACCESS WORLDWIDE COMMUNICATIONS, INC. (OTC BULLETIN BOARD: AWWC), a leading marketing services company, today reported financial results for the three and twelve months ended December 31, 2005. For the Three Months Ended December 31, 2005 - -------------------------------------------- Our revenues decreased by $0.1 million, or 0.9%, to $10.6 million for the quarter ended December 31, 2005, compared to $10.7 million for the quarter ended December 31, 2004. Revenues for the Pharmaceutical Services Segment, which includes our medical education and pharmaceutical communication businesses, decreased $0.4 million, or 6.0%, to $6.3 million for the quarter ended December 31, 2005, compared to $6.7 million for the quarter ended December 31, 2004. The decrease was attributed to a decrease in programs with significant customers at both our pharmaceutical communication business and medical education division, offset by an increase in value-added billing generated by the increase in requests from pharmaceutical communication customers for additional reporting and IT analysis. Revenues for the Business Services Segment, which includes our multilingual communications business and our offshore communication business, increased $0.3 million, or 7.5%, to $4.3 million for the quarter ended December 31, 2005, compared to $4.0 million for the quarter ended December 31, 2004. The increase in revenues is primarily attributed to the revenues generated by our communication center in the Philippines, which became operational in the later part of 2005. We reported a net loss of $1.4 million and a net basic and diluted loss per share of common stock of $0.08 for the quarter ended December 31, 2005, compared to a net loss of $0.6 million and a net basic and diluted loss per share of common stock of $0.06 for the quarter ended December 31, 2004. The increase in net loss and net basic and diluted loss per share of common stock was attributed to a net loss for the fourth quarter of approximately $0.1 million in our Philippines communication center, which did not generate net income until December 2005, along with an increase in interest expense of approximately $0.2 million compared to the same quarter of the prior year due to increased borrowing on our debt, and the increase payroll costs included in cost of revenues of approximately $0.4 million at our pharmaceutical communication business due to unusually high staffing requirements for a certain inbound program. Total weighted average diluted shares outstanding for the quarters ended December 31, 2005 and December 31, 2004 were 16,609,552 and 10,546,386, respectively. For the Twelve Months Ended December 31, 2005 - --------------------------------------------- Our revenues decreased $8.6 million, or 18.1%, to $38.9 million for 2005, compared to $47.5 million for 2004. Revenues for the Pharmaceutical Segment decreased $0.6 million, or 2.4%, to $24.5 million for 2005, compared to $25.1 million for 2004. This decrease was caused primarily by a decrease in work being performed for a significant customer at our medical education division. The decrease in revenues from our medical education division was offset by an increase in value-added billing for two significant customers in pharmaceutical communication business. This value-added billing was generated by the increase in programs and the increase in requests from these customers for additional reporting and IT analysis. Revenues for the Business Segment decreased $8.0 million, or 35.7%, to $14.4 million for 2005, compared to $22.4 million for 2004. The decrease in revenues is primarily attributed to the lead time necessary for our three new business development professionals to replace the revenue lost from a prior client prematurely halting its marketing programs due to court rulings and regulatory changes that made it difficult to sell bundled services to consumers. We are continuing to experience an increase in business activity from each of these individuals. The reduction in revenue domestically in our Business Services was offset somewhat by the international revenues generated in our communication center in the Philippines, which became operational in the later part of 2005. We reported a net loss of $5.4 million and a net basic and diluted loss per share of common stock of $0.41 for the twelve months ended December 31, 2005, compared to a net loss of $1.4 million and a net basic and diluted loss per share of common stock of $0.14 for the twelve months ended December 31, 2004. The increase in net loss and net basic and diluted loss per share of common stock was primarily attributed to a decrease in revenues as described above as well as an increase in interest expense of approximately $0.5 million and a charge of approximately $0.7 million resulting from a deemed dividend relating to warrants issued to certain stockholders. Total weighted average diluted shares outstanding for the twelve months ended December 31, 2005 and 2004 respectively were 13,084,761 and 10,008,271, respectively. "We were unable to timely replace the lost revenues in our Business Services Segment and therefore our financial results for 2005 were very disappointing," remarked Shawkat Raslan, Chairman and Chief Executive Officer of Access Worldwide. "During the second half of 2005 we were successful in opening our first overseas communications center in Manila, Philippines, and are very pleased with the initial results. We have also been successful in attracting new opportunities to our Business Services Segment and expect to see increased revenues in that segment during 2006." Founded in 1983, Access Worldwide provides a variety of sales, marketing and medical education services. Among other things, we reach physicians, pharmacists and patients on behalf of pharmaceutical clients, educating them on new drugs, prescribing indications, medical procedures and disease management programs. Services include product stocking, medical education, database management, clinical trial recruitment and teleservices. For clients in the telecommunications, financial services, insurance and consumer products industries, we reach the established mainstream and growing multicultural markets with multilingual teleservices. Access worldwide is headquartered in Boca Raton, florida and has about 1,000 employees in offices throughout the United States and Asia. More information is available at www.accessww.com. This press release contains forward-looking statements including statements regarding financial results. 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: We face risks related to our Debt Agreement; we have incurred significant losses over the last three years and we may never achieve or sustain profitability; we may not be able to obtain additional capital to fund our operations on reasonable terms and this could hurt our business and negatively impact our stockholders; if the holders of our Convertible Notes do not convert the principal into common stock prior to or at maturity of those notes, the payment of these amounts could have an impact on our cash position; conversion of the convertible notes will significantly dilute the percentage ownership of our existing stockholders; our future growth is dependent on the trend toward outsourcing; we are heavily dependent on the industries we serve, particularly the pharmaceutical and telecommunications industries; we may be affected by changes in a drug's lifecycle; we could be severely impacted by the loss of any of the Company's largest clients; we could be affected by a loss of contracts; we rely on technology and could be adversely affected if the Company is unable to maintain facilities with the needed equipment; we are dependent on key personnel and may be affected by changes in senior management; we are dependent on our labor force and could be affected by potentially high turnover rates; we could be affected by a business interruption; our stock price has declined substantially at times in the previous year and may become more volatile; we face risk due to our stock trading on the Over the Counter Bulletin Board ("OTCBB"); we face a risk that we may not be able to successfully operate our new communication center in Manila, Philippines; we may be adversely impacted by competition, industry consolidation and potential consumer saturation; we were impacted by the events of September 11, 2001, and may be impacted in the future by events of a similar nature, war and other international conflicts; we are subject to extensive regulations and compliance with these regulations can be costly, time consuming and subject the Company to fines for non-compliance. 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, 2005 filed with the Securities and Exchange Commission. The Company assumes no duty to update any forward-looking statements. - TABLES FOLLOW - ACCESS WORLDWIDE COMMUNICATIONS, INC. Condensed Consolidated Balance Sheets
DECEMBER 31, ---------------------------- 2005 2004 ------------ ------------ ASSETS Current Assets: Cash and cash equivalents $ 1,755,926 $ 2,570,546 Restricted cash 314,000 122,000 Accounts receivable,net 7,297,583 7,567,448 Unbilled receivables 228,083 398,547 Other assets, net 785,257 1,001,671 ------------ ------------ Total current assets 10,380,849 11,660,212 Property and equipment, net 5,025,158 3,614,322 Restricted cash 466,000 589,000 Other assets, net 390,822 146,177 ------------ ------------ Total assets $ 16,262,829 $ 16,009,711 ============ ============ LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK AND COMMON STOCKHOLDERS' DEFICIT Current Liabilities: Current portion of indebtedness $ 4,876,381 $ 2,955,450 Current portion of indebtedness - related parties 352,334 352,334 Accounts payable 1,878,856 739,438 Accrued expense 2,204,267 2,857,183 Grants payable 80,000 2,257,000 Accrued salaries, wages and related benefits 736,797 1,204,301 Customer deposits 1,084,378 599,030 Convertible Notes, net 1,768,584 - Deferred revenue 1,435,619 2,548,341 Accrued interest and other related party expenses 59,512 12,673 ------------ ------------ Total current liabilities 14,476,728 13,525,750 Long-term portion of indebtedness 669,441 135,008 Other long-term liabilities 796,418 786,386 Convertible Notes, net 1,380,564 1,427,685 Mandatorily redeemable preferred stock, $0.01 par value: 1,000,000 shares authorized, 40,000 shares issued and outstanding 4,000,000 4,000,000 ------------ ------------ Total liabilities 21,323,151 19,874,829 ------------ ------------ Commitments and contingencies Common stockholders' deficit: Common stock, $0.01 par value: voting 40,000,000 shares authorized; 16,616,219 and 10,841,719 shares issued and outstanding, respectively 166,162 108,417 Additional paid-in capital 70,389,446 66,228,271 Accumulated deficit (75,602,730) (70,182,006) Deferred compensation (13,200) (19,800) ------------ ------------ Total common stockholders' deficit (5,060,322) (3,865,118) ------------ ------------ Total liabilities, mandatorily redeemable preferred stock and common stockholders' deficit $ 16,262,829 $ 16,009,711 ============ ============
ACCESS WORLDWIDE COMMUNICATIONS, INC. Condensed Consolidated Statements of Operations
UNAUDITED FOR THE THREE MONTHS ENDING FOR THE TWELVE MONTHS ENDING DECEMBER 31, DECEMBER 31, ---------------------------- ---------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Revenues $ 10,580,495 $ 10,653,922 $ 38,921,727 $ 47,466,996 Cost of revenues 6,022,836 5,948,517 22,368,204 27,458,913 ------------ ------------ ------------ ------------ Gross profit 4,557,659 4,705,405 16,553,523 20,008,083 Selling, general & administrative expenses 5,514,443 5,023,524 19,475,743 20,105,495 ------------ ------------ ------------ ------------ Loss from operations (956,784) (318,119) (2,922,220) (97,412) Interest expense, net (446,941) (307,046) (1,758,504) (1,313,621) ------------ ------------ ------------ ------------ Net loss (1,403,725) (625,165) (4,680,724) (1,411,033) Deemed dividend - warrants issued to certain stockholders - - (740,000) - ------------ ------------ ------------ ------------ Net loss applicable to common stockholders $ (1,403,725) $ (625,165) $ (5,420,724) $ (1,411,033) ============ ============ ============ ============ Basic and dilued loss per share of common stock $ (0.08) $ (0.06) $ (0.41) $ (0.14) Weighted average common shares outstanding 16,609,552 10,546,386 13,084,761 10,008,271
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