<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Quarterly Period Ended June 30, 1998
or
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Transition Period From ________ to _________.
Commission file number 0-27560
-------
ACT Teleconferencing, Inc.
- -------------------------------------------------------------------------------
(Name of small business issuer as specified in its charter)
Colorado 84-1132665
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1658 Cole Blvd., Suite 130, Golden, 80401
Colorado
- --------------------------------------------------------------------------------
(Address of principle executive offices) (Zip Code)
(303) 235-9000 (303) 233-0895
- --------------------------------------------------------------------------------
(Issuer's telephone number, including (Issuer's facsimile number, including
area code) area code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X]
No [ ]
As of July 31, 1998, 3,640,301 shares of the issuer's common stock were
outstanding.
This report contains 15 pages.
<PAGE>
ACT TELECONFERENCING, INC.
FORM 10-QSB
Table of Contents
PART I. Financial Information Page No.
Item 1. Financial Statements 3
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flow 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 7
Item 4. Submission of Matters to a Vote of Security Holders
PART II. Other Information
Item 6. Exhibit Index 12
SIGNATURES 13
Page 2
<PAGE>
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
ACT Teleconferencing, Inc.
Consolidated Balance Sheets
(Unaudited)
June 30, 1998 December 31, 1997
------------- -----------------
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $ 834,042 $ 451,434
Accounts receivable (net of allowances for doubtful accounts
of 33,079 and $18,992 in 1998 and 1997 respectively) 4,614,403 2,885,125
Prepaid expenses 329,891 203,673
Inventory 137,169 136,116
Available for sale marketable securities - 50,000
----------------------------------------
Total current assets 5,915,505 3,726,348
Equipment:
Telecommunications equipment 3,220,468 2,651,395
Office equipment 2,448,028 1,910,606
Less: accumulated depreciation (1,470,306) (1,094,938)
----------------------------------------
Total equipment - net 4,198,190 3,467,063
Other Assets:
Goodwill 715,464 736,300
Deferred Items 220,727
========================================
Total assets 11,049,886 $ 7,929,711
========================================
Liabilities and shareholders' equity
Current liabilities:
Notes payable $ 264,959 $ 540,014
Accounts payable 2,060,452 1,349,337
Accrued liabilities 1,206,915 777,526
Current portion of long term debt 328,972 253,251
Income taxes payable 595,779 293,238
----------------------------------------
Total current liabilites 4,457,077 3,213,366
Long-term debt 3,144,596 613,714
Deferred income taxes 118,685 117,454
Minority interest 835,161 607,244
Shareholders' equity:
Preferred stock, no par value, 1,000,000 shares
authorized; none issued
Common stock, no par value; 10,000,000 shares
authorized; 3,621,458 and 3.612,758 shares issued
and outstanding in 1998 and 1997, respectively 6,210,499 6,158,584
Accumulated deficit (3,523,609) (2,729,069)
Currency translation adjustment (192,523) (51,582)
----------------------------------------
Total Shareholders' equity 2,494,367 3,377,933
========================================
Total liabilities and shareholders' equity 11,049,886 $ 7,929,711
========================================
</TABLE>
<PAGE>
ACT Teleconferencing, Inc
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net revenues $ 4,765,293 $ 2,504,574 $ 8,858,529 $ 4,622,228
Costs and expenses:
Cost of sales (2,833,903) (967,437) (4,818,561) (1,837,023)
Marketing, general and administration costs (2,294,991) (1,398,376) (4,287,016) (2,535,479)
----------- ----------- ----------- -----------
Total costs and expenses (5,128,894) (2,365,813) (9,105,577) (4,372,502)
Income (loss) before income taxes and minority interest (363,601) 138,761 (247,048) 249,726
Provision for income taxes (163,500) (83,887) (331,507) (113,875)
----------- ----------- ----------- -----------
Income (loss) before minority interest (527,101) 54,874 (578,555) 135,851
Minority interest in earnings of consolidated subsidiary (107,281) (29,580) (215,985) (97,397)
----------- ----------- ----------- -----------
Net income (loss) for the quarter $ (634,382) $ 25,294 $ (794,540) $ 38,454
=========== =========== =========== ===========
Net income (loss) per share $ (0.18) $ 0.01 $ (0.22) $ 0.01
=========== =========== =========== ===========
Weighted average number of shares outstanding 3,617,271 2,956,122 3,616,205 2,948,071
=========== =========== =========== ===========
</TABLE>
Page 4
<PAGE>
ACT Teleconferencing, Inc
Consolidated Statements of Cash Flow
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
1998 1997
------------------ ----------------
<S> <C> <C>
Operating activities
Net income (loss) $ (794,540) $ 38,454
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation 375,367 141,541
Amortization of goodwill 20,836 9,020
Deferred income tax 1,231 (410)
Minority interest 227,917 97,397
--------------------------------------
Cash flow before changes in operating assets and liabilties: (169,189) 286,002
Changes in operating assets and liabilities (Net of effect of
business combination):
Accounts receivable (1,729,278) (1,088,221)
Inventory (1,053) 4,081
Prepaid expenses and other assets (346,945) (174,324)
Accounts payable and accrued liabilities 1,140,504 322,536
Income tax payable 302,541 113,149
--------------------------------------
Net cash used for operating activities (803,420) (536,777)
Investing activities
Property and equipment purchases (1,106,496) (444,064)
Investment in marketable security 50,000
--------------------------------------
Net cash used for investing activities (1,859,916) (980,841)
Financing activities
Net proceeds from issuance (repayment) of debt 2,331,550 122,248
Net proceeds from issuance of common stock 51,915 1,110,812
--------------------------------------
Net cash provided by financing activities 523,549 252,219
Effect of change in exchange rate on cash (140,941) (37,173)
======================================
Net (decrease) increase in cash and cash equivalents $ 382,608 $ 215,046
======================================
Cash and cash equivalents, beginning of year $ 451,434 $ 621,742
Cash and cash equivalents, end of year 834,042 836,788
======================================
Net (decrease) increase in cash $ 382,608 $ 215,046
======================================
</TABLE>
<PAGE>
ACT TELECONFERENCING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary of a fair presentation have
been included. Operating results for the six-month period ending June 30, 1998
are not necessarily indicative of the results that may be expected for the year
ended December 31, 1998. For further information, refer to the financial
statements and footnotes thereto included in the Company's annual report on Form
10-KSB for the year ended December 31, 1997.
BUSINESS
ACT Teleconferencing, Inc (the Company) is engaged in the business of providing
high-quality audio, data, and video conferencing products and services to
business clients. The Company operates in the United States, the United
Kingdom, the Netherlands, Belgium, France and Australia.
NET EARNINGS (LOSS) PER SHARE
Net earnings (loss) per share is computed based upon the weighted average number
of shares of common stock outstanding during the period. Options and warrants
are not included in the computations since their effect is presently either
anti-dilutive or not material. In February 1997, the Financial Accounting
Standards Board issued Statement No. 128, Earnings per Share, which was adopted
on December 31, 1997. Under the new requirements for calculating primary
earnings per share, the dilutive effect of stock options has been excluded.
COMPREHENSIVE INCOME (LOSS)
The difference between net loss and comprehensive loss solely relates to foreign
currency translation.
Page 6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE MANAGEMENT'S DISCUSSION AND ANALYSIS SECTION OF THIS REPORT
CONTAINS FORWARD-LOOKING STATEMENTS, WHICH ARE SUBJECT TO CERTAIN RISKS
AND UNCERTAINTIES. CERTAIN SUCH STATEMENTS ARE REPEATED AT THE END OF
THIS MANAGEMENT'S DISCUSSION AND ANALYSIS SECTION TOGETHER WITH
SPECIFIC CAUTIONARY STATEMENTS IDENTIFYING FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM CURRENT EXPECTATIONS CONTAINED
IN EACH SUCH STATEMENT. FORWARD-LOOKING STATEMENTS ALSO MAY BE IMPLICIT
BUT NOT READILY IDENTIFIED WITHIN THE CONTEXT OF OTHER STATEMENTS. IN
GENERAL, AMONG THE FACTORS THAT COULD AFFECT THE COMPANY'S ACTUAL
RESULTS AND COULD CAUSE RESULTS TO DIFFER FROM THOSE CONTAINED IN THE
FORWARD-LOOKING STATEMENTS ARE THE CONTINUED ABILITY OF THE COMPANY TO
GENERATE REVENUE GROWTH IN AUDIO TELECONFERENCING, THE GENERAL RATE OF
DEVELOPMENT OF THE MARKET FOR VIDEOCONFERENCING SERVICES, AND THE
AVAILABLE OPPORTUNITIES TO EXPLORE NEW INTERNATIONAL MARKETS. OTHER
FACTORS COULD ALSO CAUSE ACTUAL RESULTS TO VARY MATERIALLY FROM THE
ANTICIPATED RESULTS COVERED IN SUCH FORWARD-LOOKING STATEMENTS.
OVERVIEW
The Company completed a satisfactory second quarter in terms of revenue growth.
Second quarter 1998 revenues of $4.8 million grew by 90% over the second quarter
of 1997, reflecting continued growth in the market for audio teleconferencing
services, additional market share gains made by the Company and the impact of
new international operations which grew sevenfold over the previous period.
Cumulative revenues for the half year were $8.9 million (92% growth over 1997
revenues of $4.6 million).
Second quarter net loss after taxes and minority interest amounted to $634,382,
a decline of $659,676 from the first quarter of 1997, due mainly to continued
investment and start up costs absorbed in the Company's new European and Asia
Pacific hub operations based in Paris, Amsterdam, Brussels and Sydney.
The Company anticipates continued forward growth in teleconferencing revenues in
its established operations in North America and the United Kingdom. Revenues
from these operations for the six-month period grew by 58% while EBITDA from
established operations grew by 20% to $865,000. Development expenses incurred in
connection with the entry into the French, Belgian, Dutch and Australian markets
as well as the Company's new video operation amounted to approximately $1.1
million for the six months to 30 June 1998 up from $550 thousand for the
comparable prior period.
On July 14, 1998, the Company announced a three-year supply agreement with
Concert Communications Services, the British Telecom/MCI global services
company, for Concert Audioconferencing Service. This service is scheduled to
commence in the fourth quarter of 1998, and will be provided by the ACT centers
in New York, Denver, London, Paris, Amsterdam, Brussels and Sydney.
Concert, which is based in Reston, Virginia, provides an array of managed voice,
data and Internet services to over 4,300 multinational companies in over 50
countries. Concert Audioconferencing Service, the world's first global virtual
private network-based conference service, offers a flexible, cost-effective
seamless audioconferencing service to multinational companies via over 30
distributors worldwide including British Telecom and MCI.
Market information currently available to ACT indicates that the effect of this
transaction could be to increase ACT's revenues by approximately $40 million
over a three-year period. Actual revenues will however depend on customer usage
and in-country penetration. Global presence and commitment to service
excellence, innovation and quality were key factors in Concert's decision to
award the contract to ACT. As a result of the Concert contract, the Company
plans to continue to expand its geographic penetration over the next twelve
months.
Page 7
<PAGE>
COMPONENTS OF REVENUE AND EXPENSE
The Company derives revenues principally from fees charged to clients for audio
and video conference "bridging" services which connect multiple parties to a
conference call, from fees for enhanced services and from the sale of
videoconferencing equipment units.
The costs of teleconferencing services consist of local and long-distance
telephone services, depreciation on equipment, salaries, benefits, and office
expenses of conference operators.
Selling, general and administrative costs consist of salaries, benefits, and
office expenses of the Company's administrative, market development, and sales
organizations.
RESULTS OF OPERATIONS
Quarter Ended June 30, 1998, compared to Quarter Ended June 30, 1997
Net Revenues. Net Revenues increased by 90% to $4.8 million for the quarter
ended June 30, 1998, compared to $2.5 million for the same period in 1997,
primarily due to increased sales of audio teleconferencing services and video
equipment. Revenue growth resulted from repeat sales to established customers,
increased sales of enhanced services, sales to new customers and the impact of
new international operations. Established operations accounted for 76% of the
total revenue and increased by 46% over the quarter ended June 30, 1997. New
operations accounted for 24% of the total revenue and increased by $1.2 million
over the quarter ended June 30, 1997.
Cost of Teleconferencing Services. Cost of teleconferencing services increased
by 192% to $2,833,903 for the second quarter, compared to $967,437 for the
quarter ended June 30, 1998. Cost of sales was affected by a one-time charge of
$350,000 relating to relocation and associated downtime costs of the Company's
United States audio telecommunications bridges to a site facility based at the
Company's headquarters, in order to conform to the overall USA capacity
expansion plan which commenced in third quarter 1997. During third quarter 1998,
the United Kingdom will commence relocation to premises some three times larger
than currently occupied. Established operations accounted for 66% of the total
costs and increased 87% over the comparative quarter, while new operations
accounted for 34% of the total costs and increased by $935,000 over the
comparative quarter reflecting the start up nature of these costs. Gross margin
percentage (net revenues less costs of conferencing services divided by net
revenues) for the second quarter ended June 30, 1998 decreased to 41% compared
to 61% achieved during the prior comparative quarter. The decrease in gross
profit margin was due to typically lower profit margins in video equipment sales
and the entry into new markets where lower prices and higher fixed costs are
initially incurred in order to achieve certain base volumes as well as the one
time moving expenses described above.
Selling, General and Administrative Costs. Selling, General and Administrative
expenses for the second quarter were $2,294,991, or 48% of revenue, compared to
$1,398,376 or 56% of revenue for the first quarter of 1997. The 64% increase in
such expenses reflects an aggressive marketing focus on audio and video
conferencing sales efforts, as well as development costs for the Company's new
business units in Europe and Asia Pacific and the entry into internet
conferencing.
Income (Loss) Before Taxes and Minority Interest. Loss before taxes and
minority interest amounted to $363,601, compared to income of $138,761 for the
second quarter ending June 30, 1997. The $502,362 decline was due to higher
planned development costs and relocation expenses as described above. New
operations reported a cumulative loss of $579,038 for the second quarter which
was a $292,400 greater loss than quarter end June 30, 1997.
Page 8
<PAGE>
Taxes on Income and Minority Interest. Taxes on income and minority interest
amounted to $270,781 for the quarter ended June 30, 1998, compared to $113,467
for the quarter ended June 30, 1997. This increase was primarily due to taxes
paid on and minority interest in earnings achieved by the Company's 60%
majority-owned United Kingdom operation, which achieved revenue growth of 51%
and net income growth of 64% over the comparative quarter end. The Company paid
no United States or other international income tax due to net operating losses
incurred in its United States and other international operations in previous
years.
Net income (loss). Net loss amounted to $634,382 or a reduction of $659,676
compared to quarter end June 30, 1997. This loss was due to the effect of UK
taxation, minority interest, relocation charges and the investment in new and
developing international operations.
SIX-MONTH PERIOD ENDED JUNE 30, 1998, COMPARED TO SIX-MONTH PERIOD ENDED JUNE
30, 1997.
Net Revenues. Net revenues increased by 92% to $8.9 million for the six months
ended June 30, 1998, compared to $4.6 million for the same period in 1997,
primarily due to increased sales of audio teleconferencing services as described
above. During this period established operations accounted for 82% of net
revenues which increased 58% while new operations accounted for 18% of net
revenues which increased by $1.7 million over the six month period ended June
30, 1997.
Cost of Teleconferencing Services. Cost of teleconferencing services amounted
to $4,818,561 compared to $1,837,023 or an increase of 162% for the six-month
period. Gross margin (net revenues less costs of conferencing services divided
by net revenues) decreased to 45.6%, compared to 60.2% achieved during the
previous comparable period. Costs increased for established operations due to
the one-time charge to the upgrade and relocate technical equipment for the
Company's expanded Denver operations as noted above.
Selling, General and Administrative Costs. Selling, General and Administrative
expenses increased 69% to $4,287,016 but declined as a percentage of revenue to
48%, compared to $2,535,479 or 55% of revenue for the period end June 30, 1997.
This decrease is due to established operations controlling fixed costs in
relation to growth.
Income (Loss) Before Taxes and Minority Interest. Loss before taxes and
minority interest amounted to $247,048, compared to income before taxes and
minority interest of $249,726 for the six months period end 1997. The $496,774
decline was due to higher development costs and relocation expenses as described
above. New operations reported a net cumulative loss of $1,111,649 which was a
$642,389 greater loss than the period ended June 30, 1997. Established
operations reported net income of $864,601 or a 20% increase over the
comparative period 1997, resulting in a net margin of 12%.
Taxes on Income and Minority Interest. Taxes on income and Minority interest
amounted to $547,492 for the six months ended June 30, 1998, compared to
$211,272 for 1997, primarily due to taxes on and minority interest in earnings
achieved by the Company's 60% majority-owned United Kingdom subsidiary which
pays full tax.
Net Income (Loss). Net loss amounted to ($794,540) or a reduction in income of
$832,994 compared to six-month period end June 30, 1997. As discussed above,
this loss was due to the effect of UK taxation, minority interest, relocation
charges and the investment in new and developing international operations.
Page 9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (SIX MONTHS ENDED JUNE 30, 1998)
During the six months ended June 30, 1998, net cash increased by $382,608. At
June 30, 1998, the Company had cash and cash equivalents of $834,042 compared to
cash and cash equivalents on hand at December 31, 1997 of $451,434.
Cash used in operating activities before funding net operating assets amounted
to $169,189 for the quarter ended March 31, 1998, compared to $286,002 for the
six months ended June 30,1998. Cash after financing operating assets and
liabilities amounted to a net outflow of $803,420 reflecting mainly the
significant growth in accounts receivable, inventory and prepaid expenditures.
During the period, the Company invested $1.1 million in additional equipment, to
provide new bridging technology, software and capacity to its United States,
European and Asia Pacific operations. The gross cash outflow of $1.9 million
(after capital investment and before financing arrangements) was funded by a
combination of debt and lease finance amounting to $2.4 million and resulting in
a net cash inflow (before effect of exchange rate changes) amounting to
$523,549.
The Company believes that, given the present rate of sales and profit growth in
its core audio teleconferencing business, it will have sufficient cash resources
to meet its needs for the next twelve months. The Company has further plans to
expand capacity and open new operations in new geographic locations and to
develop its videoconferencing and internet conferencing businesses. These
expansion plans will be financed using a mix of lease financing for capital
equipment, the anticipated conversion of certain remaining share warrants during
the remainder of the year and certain bank lines of credit.
On 31 March 1998 the Company raised net proceeds of $2.0 million pursuant to the
completion of a subordinated debt financing arrangement executed with Sirrom
Capital Corporation and Equitas LP based in Nashville, Tennessee. Documentation
was completed during the second quarter. A further $500,000 is available under
this arrangement. This financing has been used primarily to finance the growth
in working capital due to sales growth.
In 1997 The Company completed a post-effective amendment registration statement
concerning 712,497 publicly traded warrants, which are exercisable until March
2, 1999 at $5.00 per share. The gross proceeds from the above warrants, should
they be fully converted, would amount to approximately $3.5 million which would
also be used to fund the geographical expansion of the business.
FORWARD-LOOKING STATEMENTS
Statements made above, certain of which are summarized below, are forward-
looking statements that involve risks and uncertainties, and actual results may
be materially different. Factors that could cause actual results to differ
materially from those in the forward-looking statement include (but are not
limited to) the following:
THE COMPANY ANTICIPATES CONTINUED GROWTH IN TELECONFERENCING REVENUES IN ITS
ESTABLISHED OPERATIONS IN NORTH AMERICA AND THE UNITED KINGDOM. A significant
downturn in economic conditions generally or the development of alternative
technologies could render audio teleconferencing less effective and could affect
the rate of growth of teleconferencing revenues.
THE COMPANY BELIEVES THAT, GIVEN THE PRESENT RATE OF SALES AND PROFIT GROWTH IN
ITS CORE AUDIO TELECONFERENCING BUSINESS, IT HAS SUFFICIENT CASH RESOURCES TO
MEET ITS FINANCING NEEDS FOR THE NEXT TWELVE MONTHS. Failure to maintain
ongoing profit margins, resulting in a significantly higher level of cash
Page 10
<PAGE>
utilization, could result in the Company deferring other expansion plans or
could cause it to seek additional financing in the capital markets for its
future growth plans and working capital needs.
THESE EXPANSION PLANS WILL BE FINANCED USING A MIX OF LEASE FINANCING FOR
CAPITAL EQUIPMENT AND THE ANTICIPATED CONVERSION OF CERTAIN REMAINING SHARE
WARRANTS DURING THE REMAINDER OF THE YEAR. If the share price of the Company's
common stock declines substantially or some other unforeseen event discourages
warrant-holders from exercising all or a substantial part of these warrants, the
Company would seek other financing for its growth or curtail its growth
accordingly.
MARKET INFORMATION CURRENTLY AVAILABLE TO ACT INDICATES THAT THE EFFECT OF THIS
TRANSACTION COULD BE TO INCREASE ACT'S REVENUES BY APPROXIMATELY $40 MILLION
OVER A THREE-YEAR PERIOD. ACTUAL REVENUES WILL DEPEND UPON CUSTOMER USAGE AND
IN-COUNTRY MARKET PENETRATION. AS A RESULT OF THE CONCERT CONTRACT, THE COMPANY
PLANS TO CONTINUE TO EXPAND AND EVEN ACCELERATE ITS GEOGRAPHIC PENETRATION OVER
THE NEXT TWELVE MONTHS. The Company's failure or inability to continue its
expansion into new markets will have an adverse impact on its penetration into
Concert markets that are not already served by the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders was held on May 13, 1998 at the Barn Hotel in
South Ruislip, United Kingdom. Gerald D. Van Eeckhout and Ronald J. Bach were
re-elected to the Board of Directors for a three-year term expiring at the
Annual Meeting of Shareholders in 2001. The shareholders voted to amend the
Stock Option Plan of 1996 with 1,545,718 votes for, 19,200 votes against and
1,000 votes abstaining. The shareholders adopted a new Employee Stock Purchase
Plan with 1,551,618 votes for, 13,300 against and 1,000 abstaining. The
shareholders also ratified the appointment of Ernst & Young LLP as independent
accountants for the Company for the year ending December 31, 1998.
Page 11
<PAGE>
PART II -- OTHER INFORMATION
-----------------
Item 6. EXHIBITS AND REPORTS ON FORM 10QSB
Exhibit Index
Exhibit No. Description
3.1/2/ Restated Articles of Incorporation of the Company dated April
15, 1996
3.2/2/ Bylaws of the Company, amended as of April 15, 1996
4.1/1/ Form of specimen certificate for Common Stock of the Company
4.2/1/ Form of Unit Purchase Option to be issued by the Company to the
Underwriter
4.3/1/ Impound Agreement
4.4/1/ Lock-up Letter Agreement
10.1/1/ Stock Option Plan of 1991, as amended, authorizing 400,000 shares
of Common Stock for issuance pursuant to the Plan
10.2/1/ Form of Stock Option Agreement
10.3/1/ Form of Common Stock Purchase Warrant
10.4/1/ Form of Placement Agent Warrant
10.5/1/ Denver West Office Building Lease dated April 1, 1993, by and
between Denver West Office Building No. 6 Venture and the Company,
as amended
10.6/1/ Leases for United Kingdom facilities (First floor of Howard House)
dated September 29, 1993 and April 17, 1995, between Garfunkel &
Wanderer Limited and Reichwald Brothers
10.7/1/ Letter agreement dated May 31, 1995 with Worldcom regarding lease
of Amsterdam facilities
10.8/1/ Sublease Agreement with Integraf Corporation dated August 1995 for
ACT Videoconferencing, Inc. premises
10.9/1/ Term Loan Agreement dated August 11, 1994, between the Company and
Norwest Bank, N.A., Boulder Colorado
10.10/1/ Split Dollar Insurance Agreement dated March 1, 1990, between the
Company and Gerald D. Van Eeckhout
10.11/1/ Service Agreement dated April 10, 1992 between David Holden and ACT
Teleconferencing Limited
10.14/1/ Agreement between Company and Gerald D. Van Eeckhout limiting his
compensation in 1996 and 1997
10.15/1/ Memorandum dated December 22, 1995 from director Seifert amending
Mr. Van Eeckhout's compensation
10.17/1/ Agreement to Exchange Stock between Apogee Robotics, Inc. and
Company
10.18/1/ Agreement between Company and Ronald J. Bach to borrow proceeds
from sale of Apogee Robotics common stock
10.19/3/ Form of Stock Option Plan of 1996
10.20/4/ Form of Stock OptionPlan of 1996, as amended
10.21/4/ Form of Employee Stock Purchase Plan
10.22/5/ Loan and Security Agreement dated March 31, 1998 with Sirrom
Capital Corporation and Equitas L.P. and form of Stock Purchase
Warrant (P)
10.23/5/ Loan Agreement with Key Bank (P)
27.1 Financial Data Schedule
/1/ Exhibit incorporated by reference to the Company's Registration Statement on
Form SB-2, filed with the Securities and Exchange Commission on October 10,
1995, and amendments thereto. Exhibits incorporated by reference carry
exhibit numbers identical to those in the Registration Statement.
/2/ Incorporated by reference to the exhibit of the same number to the Company's
Form 10-QSB for the Quarter ended June 30, 1996, File No. 0-27560.
/3/ Incorporated by reference to the Company's Proxy Statement filed with the
Securities and Exchange Commission on April 30, 1997, File No. 0-27560.
/4/ Incorporated by reference to the Company's Proxy Statement filed with the
Securities and Exchange Commission on April 15, 1998, File No. 0-27560.
/5/ To be filed under cover of Form SE.
Page 12
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ACT TELECONFERENCING, INC.
DATE: August 14, 1997 By: /s/ Gavin J. Thomson
-------------------------------
Gavin J. Thomson,
Chief Financial Officer
(Duly authorized officer and
Principal Financial Officer)
Page 13
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<C> <S> <C>
3.1 Restated Articles of Incorporation of the Company dated April 15, 1996 Incorporated by reference
3.2 Bylaws of the Company, amended as of April 15, 1996 Incorporated by reference
4.1 Form of specimen certificate for Common Stock of the Company Incorporated by reference
4.2 Form of Unit Purchase Option to be issued by the Company to the
Underwriter Incorporated by reference
4.3 Impound Agreement Incorporated by reference
4.4 Lock-up Letter Agreement Incorporated by reference
10.1 Stock Option Plan of 1991, as amended, authorizing 400,000 shares of
Common Stock for issuance pursuant to the Plan Incorporated by reference
10.2 Form of Stock Option Agreement Incorporated by reference
10.3 Form of Common Stock Purchase Warrant Incorporated by reference
10.4 Form of Placement Agent Warrant Incorporated by reference
10.5 Denver West Office Building Lease dated April 1, 1993, by and between
Denver West Office Building No. 6 Venture and the Company, as amended Incorporated by reference
10.6 Leases for United Kingdom facilities (First floor of Howard House) dated
September 29, 1993 and April 17, 1995, between Garfunkel & Wanderer
Limited and Reichwald Brothers Limited, Landlord, and ACT Teleconferencing
Limited, Tenant Incorporated by reference
10.7 Letter agreement dated May 31, 1995 with Worldcom regarding lease of
Amsterdam facilities Incorporated by reference
10.8 Sublease Agreement with Integraf Corporation dated August 1995 for ACT
videoconferencing, Inc. premises Incorporated by reference
10.10 Split Dollar Insurance Agreement dated March 1, 1990, between the
Company and Gerald D. Van Eeckhout Incorporated by reference
10.11 Service Agreement dated April 10, 1992 between David Holden and ACT
Teleconferencing Limited Incorporated by reference
10.14 Agreement between Company and Gerald D. Van Eeckhout limiting his
compensation in 1996 and 1997 Incorporated by reference
10.15 Memorandum dated December 22, 1995 from director Seifert amending Mr.
Van Eeckhout's compensation Incorporated by reference
10.17 Agreement to Exchange Stock between Apogee Robotics, Inc. and Company Incorporated by reference
10.18 Agreement between Company and Ronald J. Bach to borrow proceeds from
sale of Apogee Robotics common stock Incorporated by reference
10.19 Form of Stock Option Plan of 1996 Incorporated by reference
10.20 Form of Stock OptionPlan of 1996, as amended Incorporated by reference
10.21 Form of Employee Stock Purchase Plan Incorporated by reference
10.22 Loan and Security Agreement dated March 31, 1998 with Sirrom Capital Incorporated by reference
Corporation and Equitas L.P. and form of Stock Purchase Warrant (P)
10.23 Loan Agreement with Key Bank (P) Incorporated by reference
27.1 Financial Data Schedule Filed electronically
</TABLE>
Page 14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S UNAUDITED MARCH 31, 1998 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 834,042
<SECURITIES> 0
<RECEIVABLES> 4,647,482
<ALLOWANCES> (33,079)
<INVENTORY> 137,169
<CURRENT-ASSETS> 5,915,505
<PP&E> 5,668,496
<DEPRECIATION> (1,470,306)
<TOTAL-ASSETS> 11,049,886
<CURRENT-LIABILITIES> 4,457,077
<BONDS> 0
0
0
<COMMON> 6,210,499
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 11,049,886
<SALES> 8,858,529
<TOTAL-REVENUES> 8,858,529
<CGS> 4,818,561
<TOTAL-COSTS> 9,105,577
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (247,048)
<INCOME-TAX> (331,507)
<INCOME-CONTINUING> (794,540)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (794,540)
<EPS-PRIMARY> (0.22)
<EPS-DILUTED> (0.22)
</TABLE>
