SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
November 3, 2005
EASYLINK SERVICES CORPORATION
-----------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-26371 13-3787073
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
33 Knightsbridge Road
Piscataway, NJ 08854
(Address of principal executive offices)
Registrant's telephone number, including area code: (732) 652-3500
N/A
---
Former Name or Former Address, if Changed Since Last Report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On November 9, 2005, EasyLink Services Corporation (the "Company") issued a
press release reporting on the status of the completion of its financial results
for the 2nd quarter ended June 30, 2005 and the 3rd quarter ended September 30,
2005 and adjustments to certain prior period accounts. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished under Items 2.02 and 9.01 of this report (including
Exhibit 99.1) shall not be deemed to be "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934 or otherwise subject to the liabilities of
that Section and shall not be deemed to be incorporated by reference into any
filing under the Securities Act of 1933 or the Securities Exchange Act of 1934
unless specifically incorporated by reference in such filing.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On September 29, 2005, the Company appeared before a Nasdaq Listing
Qualifications Panel to request an extension of time to file its Quarterly
Reports on Form 10-Q for the quarters ending June 30, 2005 and September 30,
2005. On November 7, 2005, the Company received notice that the Panel granted
the Company's request for an extension until December 19, 2005 to file these
reports. In addition to the filing requirement, the Company must regain
compliance with the $1 minimum bid price requirement by February 21, 2006 and
the Company's Form 10-Q for the quarter ended September 30, 2005 and Form 10-K
for the year ended December 31, 2005 must report stockholders' equity of at
least $10 million. If the Company is unable to complete its filings by December
19, 2005 and meet all of the other listing standards by the dates indicated,
including the $1 minimum bid price requirement and the total stockholders'
equity requirement, its securities will be subject to delisting from the Nasdaq
National Market.
To regain compliance with the minimum bid price requirement, the bid price of
the Company's common stock must close at $1.00 per share or more for a minimum
of ten consecutive trading days (or such longer period, generally no more than
20 consecutive business days, as may be required in the discretion of the staff
of Nasdaq).
Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or completed Interim Review
The Company announced that it has completed its determination of previously
announced prior period corrections. The Company has determined that the net
effect of these items is to increase net income for the year ending December 31,
2004 by approximately $0.2 million and to increase the net loss for the quarter
ending March 31, 2005 by approximately $0.4 million. The Company estimates that
these adjustments will also result in a cumulative net decrease in stockholders'
equity of approximately $0.4 million through March 31, 2005. The Company will
restate its financial statements for the fiscal year ending December 31, 2004
and the quarter ending March 31, 2005 to reflect these adjustments. As a result
of the restatement, the Audit Committee of the Company's board of directors
determined on November 3, 2005 that the previously issued financial statements
for the year ending December 31, 2004 and for the three months ending March 31,
2005 should no longer be relied upon. The Company expects to file an amendment
to its Annual Report on Form 10-K for the year ended December 31, 2004 and an
amendment to its Quarterly Report on Form 10-Q for the quarter ended March 31,
2005 to effect the restatement. The Audit Committee and senior management of the
Company have discussed this matter with the Company's former independent
registered public accountants, KPMG LLP.
The above-described adjustments arose in connection with the Company's
preparation of its quarterly report on Form 10-Q for the three months ended June
30, 2005. The specific items include the following:
1. The Company has determined that telecommunications services costs accrued by
its United Kingdom subsidiary were over-stated. The Company has revised its
methodology to more accurately estimate this liability. The Company has
re-calculated the subsidiary's telecom carrier costs for 2004 and the quarter
ending March 31, 2005 in accordance with the new methodology resulting in a
decrease in the estimated liability and related expenses for 2004 of $603,000
and an increase in such expenses for the quarter ending March 31, 2005 of
$55,000.
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2. The Company had recorded accruals for certain assessed Federal regulatory
fees in prior years although the amounts of such assessments were disputed by
the Company. Based upon revised assessments received by the Company in the
quarter ending December 31, 2004, the amounts of such accruals were in excess of
the revised assessment. However, the Company did not adjust the recorded
liability for this revised assessment. The Company has determined that the
respective amounts of the accruals no longer required are $296,000 for 2004 and
$18,000 for the quarter ending March 31, 2005.
3. The Company has determined that certain equipment purchased in prior years
was not properly accounted for in the Company's 2004 financial statements. As a
result of the correction of these errors, the Company expects that its
depreciation expense related to these assets for 2004 will increase by $47,000.
4. The Company has re-estimated its liability in connection with a New York
State sales tax audit of one of its operating subsidiaries for 2001 through
2004. The Company has now determined that the estimated liability for these
taxes should have been increased in the 4th quarter of 2004 based on a tax
assessment received in 2005 but prior to the issuance of the Company's Form 10K
for the year ended December 31, 2004. The increase in the estimated liability is
$90,000 for 2004 and $12,000 for the quarter ending March 31, 2005.
5. The Company incorrectly calculated the net operating loss carry forwards of
its United Kingdom subsidiaries as of December 31, 2003 resulting in the
under-accrual of foreign income tax liabilities of $275,000 in 2004 and $260,000
in the quarter ending March 31, 2005.
6. The restatement also includes the recording of previously identified
adjustments identified in prior periods that were previously not recorded
because in each case and in the aggregate the amount of any such error was not
material to the Company's consolidated financial statements.
7. The Company determined that it had incorrectly classified and recorded
currency translation losses as of December 31, 2004. As a result, the Company
has determined that accumulated other comprehensive loss should be increased by
$166,000.
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The following table shows the effect (including income tax effect), as estimated
by the Company, of these adjustments on net income (loss) and stockholders
equity for the periods affected:
EFFECT ON NET INCOME (LOSS) AND
STOCKHOLDERS EQUITY
(IN THOUSANDS)
2004 1Q2005
---- ------
Effect on net income (loss):
Elimination of liability for
telecommunications services
charges 603 (55)
Fixed asset adjustments (47)
Elimination of regulatory
assessment liability 296 18
Reserve for State sales taxes (90) (12)
Unrecorded previously
identified adjustments (174) (68)
----- -----
588 (117)
Provision for income taxes:
Foreign (United
Kingdom) (275) (260)
Federal and state (145) 19
----- --
Net effect of adjustments on net
income (loss) 168 (358)
=== =====
Effect on total stockholders' equity:
Net effect of adjustments on
net income (loss) 168 (358)
Reclassification and
adjustment of currency
translation gains(losses) (166) 0
----- -
Net cumulative adjustment to total
stockholders equity 2 (356)
= =====
As a result of the errors, the Company's management has identified certain
control deficiencies that may constitute one or more material weaknesses (as
defined by the Public Company Accounting Oversight Board's Auditing Standard No.
2) as of December 31, 2004.
The statements under this Item 4.02 may contain statements of a forward-looking
nature relating to future events or financial results of EasyLink Services
Corporation. Investors are cautioned that such statements are only predictions
and actual events or results may differ materially. In evaluating such
statements, investors should specifically consider the various factors that
could cause actual events or results to differ materially from those indicated
from such forward-looking statements. These include: the filing of amendments to
the Company's Annual Report on Form 10-K for the year ending December 31, 2004
and the Quarterly Report on Form 10-Q for the quarter ending March 31, 2005 is
subject to completion by the Company's former independent registered public
accountants, KPMG LLP, of their review and approval of the adjustments and the
amendments. Such review may result in changes to the Company's estimates and/or
additional adjustments.
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Item 9.01 (c) Exhibits.
The following exhibits are filed herewith:
Exhibit No. 99.1 Press Release dated November 9, 2005.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 9, 2005
EASYLINK SERVICES CORPORATION
By: s/ Thomas Murawski
-------------------------------------
Thomas Murawski, Chairman,
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Description
99.1 Press release dated November 9, 2005.
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