SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
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Commission File Number 1-10210
NOTIFICATION OF LATE FILING
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(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 1998
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[ ] 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:
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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:
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PART I
REGISTRANT INFORMATION
Full name of registrant: Executive TeleCard, Ltd.
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Former name if applicable:
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Address of principal executive office (Street and number): 4260 E. Evans Avenue
City, state and zip code: Denver, Colorado 80222 --------------------
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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.
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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 encountered unexpected issues in connection with the
preparation of its financial statements relating to the large number of
acquisitions and financings recently completed. The resolution of the
issues and the preparation of the financial statements has occupied a
substantial amount of time and more time is needed to complete the
financial statements to be included in the registrant's 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
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(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).
[ ] Yes [X] No
Current Report on Form 8-K/A relating to financial statements of acquired
company, IDX International, which was due to be filed with the Commission no
later than February 15, 1999, but has not been filed to date because of
difficulties in completing the IDX financial statements, particularly the need
for the Company's auditors, who were not familiar with IDX, to conduct a review
of such financial statements.
(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.
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(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: March 30, 1998 By: /s/ W. P. Colin Smith, Jr.
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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.
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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.
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ANTICIPATED CHANGE IN RESULTS OF OPERATIONS
The Company incurred a net loss of $6.6 million for the nine months ended
December 31, 1998 compared to a net loss of $13.3 million for the year ended
March 31, 1998. The table below shows a comparative summary of certain charges
to income in both periods, principally nonrecurring, which affected net
operating results:
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(IN MILLIONS)
NINE MONTHS YEAR ENDED MARCH
ENDED DECEMBER 31, 1998
31, 1998
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Corporate realignment costs - $ 3.1
Proxy-related litigation settlement costs - 3.9
Settlement costs with principal shareholder $ 1.0 -
Additional income tax provision - 1.5
Allowance and write-offs for bad debts 0.8 1.3
Warrants associated with debt 0.6 0.5
Other items - 0.6
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$ 2.4 $ 10.9
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After deducting these items, the loss for the nine months ended December
31, 1998 totaled $4.2 million compared to $2.4 million for the full year ended
March 31, 1998.
The principal factors in the loss for the nine month period are: (i) a
substantial and permanent decline in revenue from several major North American
calling card customers, mainly in the fourth calendar quarter of 1998; (ii) the
inclusion of revenue from a major prepaid card contract which, during the first
phase of this contract during the fourth calendar quarter of 1998, was billed
largely on a cost reimbursable basis; and (iii) continued weakness in our Asian
customer base during the entire nine month period. The negative effect of these
factors on gross profit contribution is estimated to be $2.2 million for the
nine month period ended December 31, 1998.
