-----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, MyL0bAGfWQ96yCdZruWHAfPDHQtEJbj3+lj8U9xj+GOoHhKWjqFgQXmmw+ItwwDJ Yjg60DX61ZwzSPUCDJlnOw== 0001056114-98-000007.txt : 19980629 0001056114-98-000007.hdr.sgml : 19980629 ACCESSION NUMBER: 0001056114-98-000007 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980626 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CTC COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000764841 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 042731202 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: SEC FILE NUMBER: 000-13627 FILM NUMBER: 98655091 BUSINESS ADDRESS: STREET 1: 360 SECOND AVE CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 7814668080 MAIL ADDRESS: STREET 1: 360 SECOND AVENUE CITY: WALTHAM STATE: MA ZIP: 02154 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER TELEPHONE CORP DATE OF NAME CHANGE: 19920703 NT 10-K 1 FORM 12B-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 0-13627 Cusip Number 126418 10 2 [X] Form 10-K for period ended March 31, 1998 Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: PART I - REGISTRANT INFORMATION (Full Name of Registrant) CTC Communications Corp. (Former name if applicable) (Address of Principal Executive Office) 360 Second Ave. (City, State and Zip Code) Waltham, Massachusetts 02154 PART II - RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate). [X] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III - NARRATIVE State below in reasonable detail the reasons why Form 10-K and Form 10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion thereof could not be filed within the prescribed period. The Annual Report on Form 10-K is not being filed within the prescribed period in order to reflect a significant post balance sheet financing transaction which has not as yet been completed, the outcome of which will materially affect the liquidity and financial condition disclosures in the Annual Report on Form 10-K and the disclosures and classification of certain amounts in the audited financial statements of the Registrant filed as part of the subject Annual Report. PART IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification John D. Pittenger (781) 466-8080 (Name) (Telephone Number) (2) Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). [X] Yes [] No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [ ] No If so; attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. On June 2, 1998, the Registrant issued a press release comparing the financial results for the two fiscal years ended March 31, 1998 and for the fourth quarters ending March 31, 1997 and March 31, 1998, the contents of which are set forth below. "June 2, 1998 - FOR IMMEDIATE RELEASE CTC COMMUNICATIONS CORP. REPORTS YEAR END RESULTS Waltham, Massachusetts- CTC Communications Corp. (NASDAQ-CPTL), today reported results for the fourth quarter and year ended March 31, 1998. The Company announced a net loss of $2,884,000 or $0.29 per share, on revenues of $40,947,000 for the fiscal year ended March 31, 1998, as compared to net income of $4,683,000 or $0.43 per share, on revenues of $40,290,000 for the fiscal year ended March 31, 1997. For the fourth quarter ended March 31, 1998, the Company reported revenues of $6,287,000 and a net loss of $6,008,000 or $0.60 per share, as compared to revenues of $11,472,000 and net income of $1,281,000 or $0.12 per share, for the comparable period of Fiscal 1997. The results for the quarter and year ended March 31, 1998, reflect the Company's decision to terminate its agency relationship with Bell Atlantic in December 1997 and commence operation as an integrated communications provider (ICP). As a result of this transition, gross margins for the fourth quarter were negatively impacted due to fixed costs associated with the sale of local telecommunications services, lower long distance rates extended to customers in advance of decreases from its long distance supplier, increased costs associated with adding new customers and services, and costs associated with the termination of its debit card program. The company believes that gross margins for the fourth quarter are not representative and expects gross margins to improve in future quarters. Robert Fabbricatore, Chairman and Chief Executive Officer of CTC Communications Corp. stated that he was pleased with the progress made during the Company's first quarter as an ICP. "In our first three months on this platform, we sold 21,613 and provisioned 17,637 access line equivalents to primarily new customers for CTC," said Mr. Fabbricatore. "There is a tremendous market opportunity in our footprint that is growing each year. We believe that our fourteen years of telecommunications experience uniquely positions us as an integrated communications provider in our markets." Three Months Ended March 31, 1998 March 31, 1997 Network Service Revenue Commissions $ 194,050 $ 8,353,961 Resale 6,093,391 3,117,823 Total Revenues $ 6,287,441 $11,471,784 Cost of resale revenues $ 5,943,479 $2,615,084 Selling, general and administrative expenses 10,121,930 6,761,888 Income/(Loss) from Operations (9,777,968) 2,094,812 Income/ (Loss) before income taxes (9,683,451) 2,158,717 EBITDA (9,110,102) 2,330,707 Net Income (Loss) $(6,008,451) 1,280,917 Earnings Per Share (0.60) 0.12 Weighted Shares Outstanding 9,976,915 10,654,661 Twelve Months Ended March 31, 1998 March 31, 1997 Network Service Revenue Commissions $24,775,420 $29,195,261 Resale 16,171,716 11,094,838 Total Revenues $40,947,136 $40,290,099 Cost of resale revenues $14,038,565 $8,709,122 Selling, general and administrative expenses $31,491,963 $23,819,714 Income/(Loss) from Operations (4,583,392) $7,761,263 Income/ (Loss) before income taxes (4,370,450) 7,959,931 EBITDA (3,165,526) 8,504,158 Net Income (Loss) $(2,884,450) 4,682,931 Earnings Per Share (0.29) 0.43 Weighted Shares Outstanding 9,886,000 10,773,000 CTC Communications Corp. is a rapidly growing provider of integrated communications solutions to small and medium sized business customers in the Northeastern U.S. It provides an extensive array of voice and data services including local, long distance, enhanced telephone services, frame relay, Internet access, and T1 and ISDN services. The Company markets its services through its 175 member direct sales force throughout Massachusetts, New York, Connecticut, New Hampshire, Vermont, Rhode Island and Maine. CTC's headquarters is in Waltham, MA, and CTC can be found on the World Wide Web at ctcnet.com. The statements in this press release that relate to future plans, events or performance are forward-looking statements that involve risk and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Readers are, accordingly, cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date hereof. Additional information about these risks and uncertainties is set forth in the Company's most recent report on Form 10-K. CTC undertakes no obligation to release publicly the results of any revisions to these forward-looking statements that may be made to reflect results, events or circumstances after the date hereof." CTC COMMUNICATIONS CORP. (Name of Registrant as specified in charter) has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: June 26, 1998 By /s/ John D. Pittenger, John D. Pittenger, Executive Vice President-Finance and Administration -----END PRIVACY-ENHANCED MESSAGE-----