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.
<PAGE>
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.
<PAGE>
"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
<PAGE>
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
