SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 1-10210
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 1998
[ ] Transition Report on Form 10-K [ ] Transition Report of
Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on
Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
Read attached instruction sheet before preparing form. Please
print or type.
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: Executive TeleCard, Ltd.
Former name if applicable:
Address of principal executive office (Street and number): 1720
South Bellaire Street, Suite 1000
City, state and zip code: Denver, Colorado 80222
PART II
RULE 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;
[X](b) The subject annual report, semi-annual
report, transition report on Form 10-K, 20-F, 11-K or Form N-
SAR, or portion thereof will be filed on or before the 15th
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, 11-
K, 20-F, 10-Q, N-SAR or the transition report portion thereof
could not be filed within the prescribed time period. (Attach
extra sheets if needed.)
The Form 10-K could not be filed within the prescribed time
period because the registrant's new executive management has
been conducting an extensive review of the operations and
activities of the Company. This review has occupied a
substantial amount of time, and needed to be completed to be
reflected in the Form 10-K.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification
W. P. Colin Smith, Jr. (303) 512-1594
(Name) (Area code)(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.
Executive TeleCard, Ltd.
(Name of registrant as specified in charter)
Have caused this notification to be signed on their behalf by the
undersigned thereunto duly authorized.
EXECUTIVE TELECARD, LTD.
Date: June 29, 1998 By: /s/ W, P. Colin Smith, Jr.
W. P. Colin Smith, Jr.
Vice President of Legal
Affairs and
General Counsel
INSTRUCTION: The form may be signed by an executive officer
of the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed with
the form.
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form
and amendments thereto must be completed and filed with the
Securities and Exchange Commission, Washington, D.C. 20549, in
accordance with Rule 0-3 of the General Rules and Regulations
under the Act. The information contained in or filed with the
form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto
shall be filed with each national securities exchange on which
any class of securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form
12b-25 but need not restate information that has been correctly
furnished. The form shall be clearly identified as an amended
notification.
5. Electronic Filers. This form shall not be used by
electronic filers unable to timely file a report solely due to
electronic difficulties. Filers unable to submit a report within
the time period prescribed due to difficulties in electronic
filing should comply with either Rule 201 or Rule 202 of
Regulation S-T.
Anticipated Change in Results of Operations
The Company incurred a net loss of $13.3 million for the
year ended March 31, 1998, of which $10.9 million is attributable
to the following charges:
<TABLE>
(in
millions)
<S> <C>
Corporate realignment costs $3.1
Proxy-related litigation settlement 3.9
costs
Additional income tax provision 1.5
Additional allowance for doubtful 1.3
accounts
Warrants associated with debt 0.5
Other items 0.6
$10.9
</TABLE>
These charges result principally from a detailed review of
the Company's activities initiated by new management during the
third quarter of fiscal 1998 and are described in more detail
below.
Excluding these items, the Company incurred a net loss for
fiscal 1998 of $2.4 million compared to net income in fiscal 1997
of $0.8 million. The difference is principally due to a $1.6
million contribution to net income in fiscal 1997 of high margin
revenues from non-services sources which did not recur in fiscal
1998. Also in fiscal 1998, the Company's gross profit from its
services business remained flat compared to fiscal 1997 while it
incurred additional recurring operating expenses of $1.1 million,
principally depreciation and amortization. Interest expense,
excluding a $0.5 million charge related to the amortization of
debt discount associated with warrants related to term loans (See
Note 3 to Consolidated Financial Statements for further
information) increased by $0.3 million over fiscal 1997. Foreign
exchange losses increased by $0.3 million over fiscal 1997.
