<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
- -- Act of 1934 For the quarterly period ended March 31, 2000
or
- -- Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act for the transition period from _______________ to ________________.
Commission file number 0-27560
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ACT Teleconferencing, Inc.
- ------------------------------------------------------------------------------
(Name of small business issuer as specified in its charter)
<TABLE>
<S> <C>
Colorado 84-1132665
- ------------------------------- ------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
</TABLE>
1658 Cole Blvd., Suite 130, Golden, Colorado 80401
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(Address of principle executive offices)
(303) 235-9000
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(Issuer's telephone number)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of March 31, 2000, 4,828,374
shares of the issuer's common stock were outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [xx]
This report contains 17 pages.
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ACT TELECONFERENCING, INC.
FORM 10-QSB
Table of Contents
<TABLE>
<CAPTION>
PART I. Financial Information Page No.
<S> <C> <C>
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Shareholders' Equity 5
Consolidated Statements of Cash Flow 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II. Other Information
Item 6. Exhibits 12
SIGNATURE 14
</TABLE>
Page 2
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PART I -- FINANCIAL INFORMATION
---------------------
Item 1. FINANCIAL STATEMENTS
ACT Teleconferencing, Inc.
Consolidated Balance Sheets
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------------------------
<S> <C> <C>
Assets (unaudited) (audited)
Current Assets:
Cash and cash equivalents $ 874,150 $ 1,532,551
Accounts receivable (net of allowance for doubtful accounts
of $167,559and $153,677 in 2000 and 1999 respectively) 7,385,865 6,606,641
Prepaid expenses 1,266,107 847,021
Inventory 139,664 129,519
------------------------------
Total current assets 9,665,786 9,115,732
Equipment:
Telecommunications equipment 7,856,148 8,254,966
Office equipment 7,559,992 6,383,765
Less: accumulated depreciation (3,792,989) (3,363,484)
------------------------------
Total equipment - net 11,623,151 11,275,247
Other Assets:
Goodwill (net of accumulated amortization of $291,079 and
$247,980 in 2000 and 1999 respectively) 2,469,016 1,456,944
Deferred loan placement fees 164,081 250,420
------------------------------
Total assets $ 23,922,034 $ 22,098,343
==============================
Liabilities and shareholders' equity
Current liabilities:
Current portion of debt $ 2,428,643 $ 2,313,454
Accounts payable 2,130,336 2,541,822
Accrued liabilities 1,726,154 1,492,382
Capital lease obligations due in one year 637,452 609,076
Income taxes payable 601,268 589,666
------------------------------
Total current liabilites 7,523,853 7,546,400
Long-term debt 3,765,497 3,778,614
Capital lease obigations due after one year 1,193,418 1,223,795
Preferred stock, no par value, 1,000,000 shares authorized;
2,000 issued (net of deferred placement cost of $295,230
and 306,944 in 2000 and 1999 respectively) 1,703,770 1,693,006
Deferred income taxes (United Kingdom) 315,356 320,112
Minority interest 1,447,578 967,559
Shareholders' equity:
Common stock, no par value; 10,000,000 shares authorized
4,828,374 and 4,595,947 shares issued and outstanding
in 2000 and 1999 respectively 12,767,168 11,378,103
Additional paid in capital 119,925 99,900
Accumulated deficit (4,661,250) (4,809,176)
Accumulated other comprehensive loss (253,281) (99,970)
------------------------------
Total Shareholders' equity 7,972,562 6,568,857
------------------------------
Total liabilities and shareholders' equity $ 23,922,034 $ 22,098,343
==============================
See notes to consolidated financial statements.
</TABLE>
Page 3
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ACT Teleconferencing, Inc.
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
2000 1999
----------- -----------
<S> <C> <C>
Net revenues $ 8,183,767 $ 6,842,467
Cost of Services (4,071,656) (3,788,894)
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Gross Profit 4,112,111 3,053,573
Selling, general and administration expense (3,266,610) (2,827,166)
----------- -----------
Operating Income 845,501 226,407
Interest expense (238,555) (172,800)
----------- -----------
Income (loss) before income taxes and minority interest 606,946 53,607
Provision for income taxes (222,286) (117,942)
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Income (loss) before minority interest 384,660 (64,335)
Minority interest in earnings of consolidated subdsidiary (196,735) (62,136)
----------- -----------
Net income (loss) $ 187,925 $ (126,471)
=========== ===========
Net income (loss) per share-basic and fully diluted $ 0.03 $ (0.03)
=========== ===========
Weighted average number of shares outstanding-basic 4,780,413 4,027,655
=========== ===========
Weighted average number of shares outstanding-fully diluted 5,971,935 4,027,655
=========== ===========
See notes to consolidated financial statements.
</TABLE>
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ACT Teleconferencing, Inc.
Consolidated Statements of Shareholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
Accumulated
other
Common Stock Accumulated comprehensive
Shares Value Deficit income (loss) Total
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<S> <C> <C> <C> <C> <C>
Balance at December 31, 1997 3,612,758 $ 6,158,584 $ (2,729,069) $ (51,582) $ 3,377,933
Shares issued in connection with
exercise of warrants 26,893 136,000 136,000
Employee stock option exercise 2,000 6,000 6,000
Issue of warrants in lieu of interest 486,521 486,521
Shares issued for acquisitions 113,982 676,826 676,826
Comprehensive loss
Net loss (2,117,125) (2,117,125)
Other comprehensive loss, net of tax
Foreign currency translation adjustment (61,590) (61,590)
------------
Total comprehensive loss $ (2,178,715)
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Balance at December 31, 1998 3,755,633 $ 7,463,931 $ (4,846,194) $ (113,172) $ 2,504,565
Shares issued in connection with
exercise of warrants 562,654 2,619,890 2,619,890
Issuance of private placement shares 109,912 592,505 592,505
Shares issued in connection with
the employee stock purchase plan 12,304 50,990 50,990
Shares issued as payment for
consulting fees 30,500 84,591 84,591
Employee stock option exercise 4,500 12,660 12,660
Exercise of unit purchase option 120,444 553,537 553,537
Additional paid in capital-warrant issue 99,900 99,900
Preferred dividend (44,407) (44,407)
Comprehensive income
Net Income 81,425 81,425
Other comprehensive loss, net of tax
Foreign currency translation adjustment 13,202 13,202
------------
Total comprehensive income $ 94,627
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Balance at December 31, 1999 4,595,947 $ 11,478,003 $ (4,809,176) $ (99,970) $ 6,568,857
=======================================================================================
Shares issued for acquisitions 106,000 791,694 791,694
Shares issued as payment for
consulting fees 52,000 376,149 376,149
Shares issued in connection with
the employee stock purchase plan 14,756 62,713 62,713
Shares issued in cashless exercise
of warrants 33,650 -
Shares issued in connection with
employee service 1,430 24,375 24,375
Employee stock option exercise 24,591 134,134 134,134
Additional paid in capital-warrant issue 20,025 20,025
Preferred dividend (39,999) (39,999)
Comprehensive income
Net Income 187,925 187,925
Other comprehensive loss, net of tax
Foreign currency translation adjustment (153,311) (153,311)
------------
Total comprehensive income $ 34,614
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Balance at March 31, 2000 4,828,374 12,887,093 (4,661,250) (253,281) $ 7,972,562
=======================================================================================
</TABLE>
See notes to consolidated financial statements.
Page 5
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ACT Teleconferencing, Inc
Consolidated Statements of Cash Flow
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
2000 1999
--------- ----------
<S> <C> <C>
Operating activities
Net income (loss) $ 187,925 $ (126,471)
Adjustments to reconcile net income (loss) to net cash used
for operating activities:
Depreciation 429,504 311,604
Amortization of goodwill 102,745 32,105
Deferred preferred stock issuance cost 10,764
Deferred loan issuance costs 14,453 13,203
Deferred income tax (4,756) (8,684)
Minority interest 178,029 30,591
--------- ----------
Cash flow before changes in operating assets and liabilities: 918,664 252,348
Changes in operating assets and liabilities (net of effect of
business combinations):
Accounts receivable (756,989) (1,749,991)
Inventory (10,145) 41,857
Prepaid expenses and other assets (347,200) (169,822)
Accounts payable (451,487) 413,856
Income tax payable 11,602 105,625
Accrued liabilities 233,772 351,242
--------- ----------
Net cash used for operating activities (401,783) (754,885)
Investing activities
Property and equipment purchases (690,409) (1,058,500)
Short term notes redeemed - (9,999)
Cash paid for acquisitions net of cash acquired (130,241) -
--------- ----------
Net cash used for investing activities (820,650) (1,068,499)
Financing activities
Net proceeds from the issuance of debt 100,072 (156,293)
Net proceeds from issuance of common stock 617,271 3,345,682
Deferred Loan Issuance Costs (32,829)
--------- ----------
Net cash provided by financing activities 717,343 3,156,560
Effect of exchange rate changes on cash (153,311) (134,074)
--------- ----------
Net increase (decrease) in cash and cash equivalents (658,401) 1,199,102
Cash and cash equivalents, beginning of year 1,532,551 369,408
--------- ----------
Cash and cash equivalents, end of year $ 874,150 $1,568,510
========= ==========
</TABLE>
See notes to consolidated financial statements.
Page 6
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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 for a fair presentation have
been included. Operating results for the three-month period ending March 31,
2000 are not necessarily indicative of the results that may be expected for the
year ended December 31, 2000. For further information, refer to the financial
statements and footnotes included in our annual report on Form 10-KSB for the
year ended December 31, 1999 and its amendments.
Business
ACT Teleconferencing, Inc is engaged in the business of providing high-
quality audio, data, video and Internet-based conferencing products and services
to business clients. We operate in the United States, Canada, the United
Kingdom, the Netherlands, France, Australia, and Hong Kong, and have sales
offices in Belgium and Germany.
Revenue Recognition
Revenue is recognized upon completion of conferencing services or delivery
of equipment.
Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Inventories
Video and audio equipment inventories are stated at the lower of cost or
market, on a first-in, first-out ("FIFO") basis. Equipment is priced using
specific unit costs consisting of materials, labor, and related manufacturing
overhead, but exclusive of research and development, selling, and general and
administrative expenses, which are charged to operations as incurred.
Equipment and Depreciation
Equipment is stated at cost. Depreciation is calculated on a straight-line
basis over the estimated useful lives of five years for office furniture and
five or ten years for telecommunications equipment. Depreciation expense
includes capital lease amortization charges.
Goodwill
Goodwill represents the excess of purchase price over tangible assets
acquired less liabilities assumed arising from acquisitions and is being
amortized on a straight-line basis over an estimated useful life of fifteen (15)
years.
Page 7
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Long-Lived Assets
Long-Lived Assets are reviewed for impairment when events indicate that the
carrying amount may not be recoverable. If such events are noted, the Company
estimates the future flows to be generated by those assets. In the event that
the sum of the cash flows is less than the carrying amount of those assets, the
assets would be written down to fair value, which is normally measured by
discounting the estimated future cash flows.
Foreign Currency Conversion
The financial statements of the Company's foreign subsidiaries have been
translated into United States dollars at the average exchange rate during the
year for the statement of operations and year-end rate for the balance sheet.
Cash and Cash Equivalents
The Company considers all liquid investments with original maturities of
three months or less when purchased to be cash equivalents.
Net Income (Loss) per Common Share
Net income (loss) per common share is computed based upon the weighted
average number of shares of common stock outstanding during the period. 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 basic and fully diluted earnings per share, the
dilutive effect of stock options and warrants has been included.
Reclassifications
Certain reclassifications have been made to the 1999 quarterly financial
statement presentation in order to conform to the 2000 presentation.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Introduction
This quarterly report on Form 10-QSB contains certain forward-looking
statements that involve risks and uncertainties. These statements refer to
objectives, expectations, intentions, future events, or our future financial
performance, and involve known and unknown risks, uncertainties, and other
factors that may cause our actual results, level of activity, performance, or
achievements to be materially different from any results expressed or implied by
these forward-looking statements. In some cases, you can identify forward-
looking statements by words such as "may," "will," "should," "could," "expects,"
"anticipates," "intends," "plans," "believe," "estimates," "predicts,"
"potential," and similar expressions. Our actual results could differ materially
from those included in forward-looking statements. Factors that could contribute
to these differences include those matters discussed in "Risk Factors" and
elsewhere in this prospectus.
Page 8
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Overview
We achieved continued growth in teleconferencing revenues in all of our
operations worldwide as well as introducing new enhanced services in video,
data, and Internet conferencing. In addition to satisfactory profit
improvements, our first quarter ending March 31, 2000 included the following
highlights:
. Revenues grew by 20% for the first quarter to March 31, 2000.
. Excluding the sale of video conferencing services and equipment, growth in
our core audio conferencing services business was 38% for the first
quarter.
. Operating efficiencies enabled us to improve gross margin from 45% to 50%.
. Operating income improved by 273%.
. Successful testing and development of a voice over Internet telephony
conferencing product.
. The introduction of video and data streaming services outsourced to
INTERVU.
. The acquisition of an Internet service provider in January 2000 to
accelerate the introduction of Internet-based and data conferencing
services over the Internet.
. Concert. On January 1, 2000, Concert became the vehicle for an
international joint venture between AT&T and British Telecom. Our initial
services to Concert involved the delivery of services for Concert's
internal conferencing. We are now phasing into the delivery of services to
Concert's customers. Revenues from the Concert agreement will depend on
usage and pricing.
. GTE. In July 1999, GTE Corporation designated us as a major supplier of
teleconferencing services to all subsidiaries and divisions of GTE, the
only independent teleconferencing provider so designated by GTE. We sell
and cooperatively market our services directly to GTE's customers in
conjunction with GTE on large volume telecommunications bids. Revenues from
GTE customers will depend on usage and pricing.
Components of Revenue and Expense
Revenues. We earn revenues from fees charged to clients for audio, video,
data and Internet-based teleconference bridging services, from charges for
enhanced services, and from rebilling certain long-distance telephone costs. We
also earn revenues from video equipment sales.
Cost of Sales. Cost of sales consists of telephony costs, depreciation on our
teleconferencing bridges and telecommunications equipment, equipment product
costs, operator and operations management salaries and office expenses for
operations staff.
Selling, General, and Administration expense. Selling, general, and
administration expense consist of salaries, benefits, and office expenses of our
selling and administrative organizations.
Page 9
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The following table shows revenues by major product sector:
<TABLE>
<CAPTION>
3 months ended March 31
------------------------------------
2000 1999 1998
------ ------ ------
<S> <C> <C> <C>
(Amounts in thousands)
Conferencing services
Audio conferencing services........................................... $7,710 $5,614 $3,247
Video, data and Internet-based services............................... 335 389 259
------ ------ ------
8,045 6,003 3,506
Growth rates %........................................................ 34% 71% 68%
Equipment and other sales............................................. 139 838 587
------ ------ ------
Total................................................................. $8,184 $6,843 $4,093
====== ====== ======
Growth rates %........................................................ 20% 67% 93%
</TABLE>
Cost as a percentage of sales
The following table outlines certain items in our income statement as a
percentage of sales:
<TABLE>
<CAPTION>
3 months ended March 31
--------------------------------
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Sales................................................................. 100% 100% 100%
Cost of sales......................................................... (50) (55) (48)
---- ---- ----
Gross profit.......................................................... 50 45 52
Selling, general and administrative expense........................... (40) (41) (48)
---- ---- ----
Operating income...................................................... 10 4 4
Interest expense...................................................... (3) (3) (1)
---- ---- ----
Net income before taxes and minority interest......................... 7 1 3
Minority interest and income taxes.................................... (5) (3) (7)
---- ---- ----
Net income (loss)..................................................... 2 (2) (4)
==== ==== ====
</TABLE>
RESULTS OF OPERATIONS
First quarter ending March 31, 2000, compared to first quarter ending March 31,
1999
Net revenues. Net revenues increased 20% to $8.2 million for the quarter
ending March 31, 2000, compared to $6.8 million for the same period in 1999,
primarily due to ongoing sales volume growth in our audio conferencing business,
which grew by 38%. Audio conferencing operations accounted for 94% of the total
revenue.
Revenues from videoconferencing services declined by 16% due to the loss of
a customer as well as video bridging installation delays experienced in our
Dallas videoconferencing center as well as the lack of a full-featured video
bridging system in that location. In February 2000, we took the decision to
invest an additional $100,000 in video bridging equipment in Dallas to make our
service more feature-competitive and during April 2000 this decision began to
yield some initial success with improved revenues in video conferencing starting
to be achieved.
Our data streaming operations, outsourced to INTERVU, have met with
immediate initial success and appear to have rapid growth prospects. Testing of
our Internet telephony conferencing services, although successful, are not yet
revenue-generating.
Page 10
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Gross Profit. Gross profit increased by 35% to $4.1 million for the quarter
ending March 31, 2000, compared to $3.1 million for the quarter ending March 31,
1999. Gross profit percentage improved to 50% of sales from 45% for the same
period last year, mainly due to improved efficiencies and higher traffic volumes
over a fixed cost base. Our audioconferencing product mix is shifting in favor
of increased automated and outsourced volumes, which yield improved margins and
higher efficiencies.
Selling, general, and administrative costs. Selling, general, and
administrative costs for the first quarter of 2000 were $3.3 million and
accounted for 40% of revenue, compared to $2.8 million or 51% of revenue for the
same period last year. The 16% increase in such expenses resulted from an
ongoing increase in sales focus in the United States as well as ongoing
marketing efforts in the new international business units.
Operating income (loss). Operating income improved by 273% from $226,407 to
$845,501 due to volume efficiencies gained as well as a 35% improvement in gross
profits compared to the 16% increase in selling, general and administrative
costs.
Net interest Expense. Net interest for the quarter ending March 31, 2000 was
$238,555 compared to $172,800 for the same period last year, a 38% increase.
This increase was due to the increase in interest bearing debt taken on in order
to finance our capital expansion and working capital requirements. This debt is
carried at various interest rates at a weighted average cost of approximately
12%.
Net income before taxes and minority interest. Net income before taxes and
minority interest improved by $553,339 to $606,946 for the first quarter of
2000, compared to $53,607 for the first quarter in 1999. This improvement was
mainly due to revenue growth and operational efficiencies resulting in higher
gross profit margins as well as slower growth in selling, general, and
administrative costs.
Taxes on income and minority interest. Taxes on income and minority interest
amounted to $419,021 for the first quarter of 2000, compared to $180,078 for the
first quarter of 1999, a 133% increase. This increase is due to an increased
contribution to consolidated net income by our 60% majority-owned United Kingdom
operation, which pays full tax.
Net income. Net income reported for the quarter ending March 31, 2000 was
$187,925, compared to a net loss of $126,471 for the quarter ending March 31,
1999. This improvement of $314,396 can be attributed to continued revenue
growth, improved operating efficiencies resulting in higher gross profit margins
and slower growth in selling, general, and administrative expenses.
Earnings (loss) per common share. Earnings per share improved from a loss of
$0.03 per share during the first quarter in 1999, to earnings of $0.03 per share
for the first quarter in 2000. Earnings per share data are calculated based on
the weighted average number of fully-diluted of 5,971,935 shares. A quarterly
preferred dividend of $401,000 is deducted from net income in order to calculate
earnings per share.
Page 11
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Liquidity and capital resources (for the three months ending March 31, 2000)
As of March 31, 2000, we had $874,150 in cash and cash equivalents. We plan
to continue to grow our business and will require additional cash to finance our
ongoing revenue growth, major capacity expansions and new product introductions.
Net cash used in operating activities for the three months ended March 31,
2000 was $401,783. Net cash used in operating activities consisted primarily of
increases in accounts receivable and a reduction in accounts payable, partially
offset by increases in accrued expenses.
Net cash used in investing activities consisted of additions to
telecommunications and bridging equipment as well as various acquisitions and
investments into software. Net cash used in investing activities was $820,650.
Net cash provided by financing activities was $717,343 and was achieved via
a combination of additional common stock issued, and the utilization of various
lines of bank and supplier credit.
We anticipate that our available funds are sufficient to meet our needs for
working capital and capital expenditures in the near term. We will need to raise
additional funds as, for example, we intend to pursue additional acquisitions,
undertake new product developments and expand capacity. If we raise additional
funds through the issuance of equity, or equity-related or debt securities,
these securities may have rights, preferences or privileges senior to those of
the rights or our common stock and our stockholders may experience additional
dilution. We cannot be certain that additional financing will be available to us
on favorable terms when required, or at all.
PART II - Other Information
-----------------
Item 6(a). Exhibits
Exhibit No. Description
- ----------- -----------
3.1(1) Restated Articles of Incorporation of ACT April 15, 1996, as amended
October 18, 1999
3.2 (2) Bylaws of ACT, amended as of April 15, 1996
4.1(3) Form of specimen certificate for Common Stock of ACT
10.1(3) Stock Option Plan of 1991, as amended, authorizing 400,000 shares of
Common Stock for issuance under the Plan
10.2(3) Form of Stock Option Agreement
10.3(3) Form of Common Stock Purchase Warrant
10.10(3) Split Dollar Insurance Agreement dated March 1, 1990, between ACT
and Gerald D. Van Eeckhout
10.11(3) Service Agreement dated April 10, 1992 between David Holden and ACT
Teleconferencing Limited
10.19(4) Stock Option Plan of 1996, as amended
10.20(5) Employee Stock Purchase Plan
10.22(6) Loan and Security Agreement dated March 31, 1998 and Form of stock
purchase warrant with Sirrom Capital Corporation and Equitas L.P.
Page 12
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10.23(6) Loan Agreement with Key Bank, N.A.
10.24(7) Lease Commitment and Warrant with R.C.C. Finance Group Ltd.
10.25(7) Contract for the Supply of Conferencing Services Design Development
and Information signed July 14, 1998 between ACT Teleconferencing
Services, Inc. and Concert Global Networks Limited
10.26(7) Agreement for the Supply of Conferencing Services signed July 14, 1998
between ACT Teleconferencing Services, Inc. and Concert Global
Networks Limited
10.27(7) Agreement for Videoconferencing Equipment and Services (GTE Telephone
Operating Companies) dated October 1, 1998
27.1 Financial Data Schedule
(1)Incorporated by reference, attached as an exhibit of the same number to our
Form 10-QSB for the quarter ended September 30, 1999, Filed with the
Securities and Exchange Commission on November 12, 1999, File No. 0-27560.
(2)Incorporated by reference, attached as an exhibit of the same number to our
Form 10-QSB for the quarter ended March 31, 1996, Filed with the SEC on May
15, 1996, File No. 0-27560.
(3)Incorporated by reference, attached as an exhibit of the same number to our
registration statement on Form SB-2, filed with the SEC on October 10, 1995,
and amendments to our Form SB-2, File No. 33-97908-D.
(4)Incorporated by reference, attached as an exhibit to our schedule 14A
Information filed with the SEC on April 30, 1997, File No. 0-27560, and
amended and attached as exhibit 4.6 to our Form S-8, filed on July 2, 1998,
File 333-58403.
(5)Incorporated by reference, attached as an exhibit to our Schedule 14A
Information filed with the SEC on April 15, 1998, File No. 0-27560.
(6)Incorporated by reference, attached an exhibit of the same number to our
Amendment No. 1 to Form 10-QSB for the quarter ended June 30, 1998, filed
with the SEC on August 24, 1998 (originally filed under cover of Form SE on
August 14, 1998) File 0-27560.
(7)Incorporated by reference, attached as an exhibit of the same number to our
Form 10-QSB for the quarter ending September 30, 1998, filed with the SEC on
November 16, 1998, File 0-27560.
Item 6(b). Reports on Form 8-K.
On March 17, 2000, we filed a Form 8-K regarding the filing of our
registration statement on Form S-1.
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SIGNATURE
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: May 10, 2000 By: /s/ Gavin J. Thomson
---------------------
Gavin J. Thomson,
Chief Financial Officer
(Duly authorized officer and
Principal Financial Officer)
Page 14
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Index of Exhibits
All exhibits are filed electronically, unless incorporated by reference.
Exhibit No. Description
- ----------- -----------
3.1(1) Restated Articles of Incorporation of ACT April 15, 1996, as
amended October 18, 1999
3.2 (2) Bylaws of ACT, amended as of April 15, 1996
4.1(3) Form of specimen certificate for Common Stock of ACT
10.1(3) Stock Option Plan of 1991, as amended, authorizing 400,000 shares
of Common Stock for issuance under the Plan
10.2(3) Form of Stock Option Agreement
10.3(3) Form of Common Stock Purchase Warrant
10.10(3) Split Dollar Insurance Agreement dated March 1, 1990, between ACT
and Gerald D. Van Eeckhout
10.11(3) Service Agreement dated April 10, 1992 between David Holden and
ACT Teleconferencing Limited
10.19(4) Stock Option Plan of 1996, as amended
10.20(5) Employee Stock Purchase Plan
10.22(6) Loan and Security Agreement dated March 31, 1998 and Form of stock
purchase warrant with Sirrom Capital Corporation and Equitas L.P.
10.23(6) Loan Agreement with Key Bank, N.A.
10.24(7) Lease Commitment and Warrant with R.C.C. Finance Group Ltd.
10.25(7) Contract for the Supply of Conferencing Services Design
Development and Information signed July 14, 1998 between ACT
Teleconferencing Services, Inc. and Concert Global Networks
Limited
10.26(7) Agreement for the Supply of Conferencing Services signed July 14,
1998 between ACT Teleconferencing Services, Inc. and Concert
Global Networks Limited
10.27(7) Agreement for Videoconferencing Equipment and Services (GTE
Telephone Operating Companies) dated October 1, 1998
27.1 Financial Data Schedule
(1)Incorporated by reference, attached as an exhibit of the same number to our
Form 10-QSB for the quarter ended September 30, 1999, Filed with the
Securities and Exchange Commission on November 12, 1999, File No. 0-27560.
(2)Incorporated by reference, attached as an exhibit of the same number to our
Form 10-QSB for the quarter ended March 31, 1996, Filed with the SEC on May
15, 1996, File No. 0-27560.
(3)Incorporated by reference, attached as an exhibit of the same number to our
registration statement on Form SB-2, filed with the SEC on October 10, 1995,
and amendments to our Form SB-2, File No. 33-97908-D.
(4)Incorporated by reference, attached as an exhibit to our schedule 14A
Information filed with the SEC on April 30, 1997, File No. 0-27560, and
amended and attached as exhibit 4.6 to our Form S-8, filed on July 2, 1998,
File 333-58403.
Page 15
<PAGE>
(5)Incorporated by reference, attached as an exhibit to our Schedule 14A
Information filed with the SEC on April 15, 1998, File No. 0-27560.
(6)Incorporated by reference, attached an exhibit of the same number to our
Amendment No. 1 to Form 10-QSB for the quarter ended June 30, 1998, filed
with the SEC on August 24, 1998 (originally filed under cover of Form SE on
August 14, 1998) File 0-27560.
(7)Incorporated by reference, attached as an exhibit of the same number to our
Form 10-QSB for the quarter ending September 30, 1998, filed with the SEC on
November 16, 1998, File 0-27560.
Page 16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from ACT
Teleconferencing, Inc.'s unaudited March 31, 2000 financial statements and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 874,150
<SECURITIES> 0
<RECEIVABLES> 7,553,424
<ALLOWANCES> (167,559)
<INVENTORY> 139,664
<CURRENT-ASSETS> 9,665,786
<PP&E> 15,416,140
<DEPRECIATION> (3,792,989)
<TOTAL-ASSETS> 23,922,034
<CURRENT-LIABILITIES> 7,523,853
<BONDS> 0
0
1,703,770
<COMMON> 12,767,168
<OTHER-SE> (4,794,606)
<TOTAL-LIABILITY-AND-EQUITY> 23,922,034
<SALES> 8,183,767
<TOTAL-REVENUES> 8,183,767
<CGS> (4,071,656)
<TOTAL-COSTS> (3,266,610)
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (238,555)
<INCOME-PRETAX> 606,946
<INCOME-TAX> (222,286)
<INCOME-CONTINUING> 187,925
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 187,925
<EPS-BASIC> 0.03
<EPS-DILUTED> 0.03
</TABLE>
