UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
|x| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
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 0-57495
SAVILLE SYSTEMS PLC
(Exact name of registrant as specified in its charter)
Republic of Ireland
(State or other jurisdiction of incorporation or organization)
Not Applicable
(I.R.S. Employer Identification No.)
IDA Business Park, Dangan, Galway, Ireland
(Address of principal executive offices, including zip code)
011-353-91-526611
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 |_|
Number of shares outstanding of the registrant's class of Ordinary Shares as of
October 28, 1997 was 18,640,401. (Increases to 37,280,802 to give effect to
stock split announced on October 28, 1997.)
<PAGE>
SAVILLE SYSTEMS PLC
FORM 10-Q REPORT
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as at September 30, 1997 3
(unaudited) and December 31, 1996
Consolidated Statements of Income for the three months
and for the nine months ended September 30, 1997
and 1996 (unaudited) 4
Consolidated Statements of Cash Flows for the nine months ended
September 30, 1997 and 1996 (unaudited) 5
Notes to Consolidated Financial Statements (unaudited) 6-8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9-14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 2. Changes in Securities 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
<PAGE>
Saville Systems PLC
CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars, except share data amounts)
<TABLE>
September 30 December 31
1997 1996
(unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and short-term investments .............................. $ 56,528 $ 35,395
Accounts receivable, less allowance for doubtful accounts
of $1,760 and $756, respectively ............................. 28,074 15,308
Prepaid expenses and other assets ............................ 3,100 1,511
Total current assets ....................................... 87,702 52,214
Property and equipment, net .................................... 7,179 4,275
Total assets ................................................... $ 94,881 $ 56,489
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable ............................................. $ 4,556 $ 1,711
Accrued compensation and related benefits .................... 5,126 2,704
Income taxes payable ......................................... 5,158 2,910
Deferred revenue ............................................. 5,442 1,420
Accrued expenses and other liabilities ....................... 2,781 813
Total current liabilities ...................................... 23,063 9,558
Minority interest .............................................. 306 320
Shareholders' Equity:
Ordinary Shares, nominal value $0.0025 per share
Authorized: 75,000,000 and 40,000,000
Issued and outstanding: 37,280,802 (unaudited)
and 36,163,142 [note 2] ...................................... 93 90
Deferred Ordinary Shares, nominal value(pound)1.00 per share
Authorized, issued and outstanding: 30,000 ................... 48 48
Additional paid-in capital ..................................... 36,534 27,733
Retained earnings .............................................. 34,940 18,813
Cumulative translation account ................................. (103) (73)
Total shareholders' equity ................................... 71,512 46,611
Total liabilites and shareholders' equity ...................... $ 94,881 $ 56,489
</TABLE>
See accompanying notes
Note: The balance sheet at December 31, 1996 has been derived from the
audited financial statements at that date but does not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.
<PAGE>
Saville Systems PLC
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(in thousands of U.S. dollars, except per share data)
<TABLE>
Three months ended Nine months ended
Sept.30 Sept.30 Sept.30 Sept.30
1997 1996 1997 1996
<S> <C> <C> <C> <C>
REVENUE
Services ................................................. $22,575 $12,051 $59,178 $31,320
License fees ............................................. 6,006 2,696 15,026 6,287
28,581 14,747 74,204 37,607
EXPENSES
Cost of services ......................................... 10,852 5,932 28,337 15,522
Cost of license fees ..................................... 165 140 381 188
Sales and marketing ...................................... 1,600 920 4,324 2,376
Research and development ................................. 2,805 1,085 6,816 2,966
General and administrative ............................... 5,325 2,830 14,147 7,627
20,747 10,907 54,005 28,679
Income from operations ................................... 7,834 3,840 20,199 8,928
Other income, net ........................................ 596 393 1,509 1,019
Income before income taxes ............................... 8,430 4,233 21,708 9,947
Provision for income taxes ............................... 2,096 910 5,416 1,947
Income before minority interest .......................... 6,334 3,323 16,292 8,000
Minority interest share in subsidiaries' net income ...... 50 12 165 85
Net income ............................................... $ 6,284 $ 3,311 $16,127 $ 7,915
Net income per share ..................................... $ 0.16 $ 0.09 $ 0.41 $ 0.21
Weighted average share and share equivalents (in
thousands) ............................................... 39,597 38,096 39,093 37,750
</TABLE>
See accompanying notes
<PAGE>
Saville Systems PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands of U.S. dollars)
<TABLE>
Nine Months Ended
Sept.30 Sept. 30
1996 1997
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ..................................................................... $ 16,127 $ 7,915
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization ................................................ 975 530
Allowance for doubtful accounts .............................................. 1,010 301
Minority interest in net income .............................................. 165 85
Loss on sale of property and equipment ...................................... 54 --
Stock based compensation expense, net of related taxes ...................... 60 --
Changes in operating assets and liabilities:
Accounts receivable .......................................................... (13,777) (7,247)
Prepaid expenses and other assets ............................................ (1,592) (258)
Accounts payable ............................................................. 2,372 1,004
Accrued compensation and related benefits .................................... 2,422 1,092
Accrued royalties ............................................................ -- (496)
Income taxes payable ......................................................... 2,248 1,058
Deferred revenue ............................................................ 4,022 --
Accrued expenses and other liabilities ...................................... 1,939 227
Net cash provided by operating activities ...................................... 16,025 4,211
CASH FLOWS FROM INVESTING ACTIVITIES
Net purchase of property and equipment ......................................... (3,450) (2,166)
Net purchase of short-term investments ......................................... (21,004) --
Net cash used in investing activities .......................................... (24,454) (2,166)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from share issuances .................................................. 8,059 3,487
Share issue costs .............................................................. (140) (583)
Tax benefit on employee stock transactions ..................................... 645 --
Net cash provided by financing activities ...................................... 8,564 2,904
Effect of exchange rate changes on cash ........................................ (6) 10
Net increase in cash and cash equivalents ...................................... 129 4,959
Cash and cash equivalents, beginning of period ................................. 34,395 23,722
Cash and cash equivalents, end of period ....................................... $ 34,524 $ 28,681
Short-term investments ......................................................... 22,004 --
Cash and short-term investments ................................................ $ 56,528 $ 28,681
Supplementary disclosure of cash flow information:
Cash paid for income taxes ..................................................... 2,600 936
Repayment of note receivable from share issuance ............................... -- (100)
</TABLE>
See accompanying notes
<PAGE>
Saville Systems PLC
Notes to Consolidated Financial Statements at September 30, 1997. (unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared
by the Company in accordance with U.S. generally accepted accounting principles
for interim financial information and with the instructions to form 10-Q.
Accordingly, certain information and footnote disclosure normally included in
the Company's audited annual consolidated financial statements have been
condensed or omitted in accordance with the rules and regulations of the
Securities and Exchange Commission. The unaudited interim consolidated financial
statements, in the opinion of management, reflect all adjustments (consisting
only of normal and recurring adjustments) necessary for a fair presentation of
the results of the interim periods ended September 30, 1997 and 1996 and the
financial position at September 30, 1997.
The results of operations for the interim periods are not necessarily indicative
of the results of operations to be expected for the fiscal year. These interim
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements of the Company which are contained in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996.
2. Share Capital
On October 28, 1997 the Company announced that its Board of Directors has
effected a two-for-one share split of the Company's Ordinary Shares by way of a
share dividend. Shares will be distributed on or about November 17, 1997 to
shareholders of record on November 7, 1997.
All references in these financial statements to number of shares, per share
amounts and share option data have been restated to give effect to this share
dividend for all periods presented. The number of Ordinary Shares outstanding at
September 30, 1997 and December 31, 1996 has been retroactively increased from
18,640,401 and 18,081,571 to 37,280,802 and 36,163,142, respectively, to account
for the split. The amount of Ordinary Share capital has been retroactively
restated by an amount equal to $0.0025 par value times the increase in shares
outstanding. Therefore, approximatedly $2,000 and $45,000 has been transferred
from additional paid in capital to Ordinary Share capital for the periods ended
September 30, 1997 and December 31, 1996, respectively.
During 1997 the shareholders authorized an amendment to the Company's Memorandum
and Articles of Association to increase the number of authorized Ordinary Shares
from 40,000,000 to 75,000,000. The shareholders also authorized an amendment to
the Company's 1995 Share Option Plan to increase the number of shares authorized
to be granted under the plan from 5,960,000 to 10,000,000.
During the three and nine month periods ended September 30, 1997, the Company
issued 688,668 and 1,117,660 Ordinary Shares, respectively, to officers and
employees pursuant to option exercises for aggregate cash consideration of
approximately $6,620,000 and $8,059,000, respectively.
<PAGE>
Saville Systems PLC
Notes to Consolidated Financial Statements at September 30, 1997. (unaudited)
2. Share Capital (continued)
The following table summarizes the activity in Ordinary Share options from
December 31, 1996 to September 30, 1997:
<TABLE>
Number of Ordinary Share Options
- ---------------------------------------------- ---------- ---------- ------
<S> <C> <C> <C>
Available for Unexercised Weighted
grant average price
per share
Balance at December 31, 1996 ................ 3,998,464 3,001,832 $ 4.17
Increase in options available for grant ..... 4,040,000
Options granted ............................. (2,547,420) 2,547,420 19.19
Options exercised ........................... (1,117,660) 7.22
Options cancelled ........................... 152,544 (152,544) 12.14
Balance at September 30, 1997 ............... 5,643,588 4,279,048 $ 12.03
- --------------------------------------------- ---------- ---------- ------
</TABLE>
During the three months ended September 30, 1997, options to purchase 91,000,
688,668 and 60,046 Ordinary Shares were granted, exercised and cancelled,
respectively.
A summary of Ordinary Share options outstanding as of September 30, 1997 is as
follows:
<TABLE>
- ------------------ ----------------- ----------------- ----------------- ----------------- -----------------
Total Outstanding Range of Weighted Weighted Exercisable at Weighted
Exercise Prices Average Average September 30, Average
Exercise Price Remaining 1997 Exercise Price
Contractual of Exercisable
Life (in years) Options
- ------------------ ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
462,734 $ 1.20 $ 1.20 2.3 462,734 $ 1.20
1,473,088 4.33 - 5.00 4.51 8.0 841,078 4.52
53,924 7.50 - 13.31 8.64 8.3 31,256 8.22
2,172,302 14.06 - 21.50 18.51 8.9 311,880 18.67
58,000 21.75 - 32.56 28.02 9.8 - -
59,000 33.50 - 35.63 33.74 9.9 - -
- ------------------ ----------------- ----------------- ----------------- ----------------- -----------------
4,279,048 $ 1.20 - 35.63 $12.03 7.9 1,646,948 $ 6.34
- ------------------ ----------------- ----------------- ----------------- ----------------- -----------------
</TABLE>
3. Net Income Per Share
The net income per share is computed based upon the weighted average number of
Ordinary Shares and dilutive share equivalents outstanding. The Financial
Accounting Standards Board has issued Statement of Financial Accounting Standard
No. 128 "Earnings per Share" (`SFAS 128'). SFAS 128 will be effective for the
Company's quarter and year ending December 31, 1997.
<PAGE>
Saville Systems PLC
Notes to Consolidated Financial Statements at September 30, 1997. (unaudited)
3. Net Income Per Share (continued)
The Company's pro forma earnings per share, giving effect to SFAS 128, would be
as follows:
<TABLE>
Three months ended Nine months ended
September 30 September 30 September 30 September 30
1997 1996 1997 1996
- --------------------------------------- ---------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Pro forma basic earnings per share $0.17 $0.09 $0.44 $0.22
Pro forma diluted earnings per share $0.16 $0.09 $0.41 $0.21
- --------------------------------------- ---------------- ----------------- ---------------- ----------------
</TABLE>
4. Contingency
On June 16, 1997 the Company received a letter from one of its clients
purporting to terminate its agreements with Saville and alleging certain
failures to perform by Saville. The client alleges damages of $12 million.
Saville has categorically denied all of the client's allegations and has
informed the client that its claims are without merit. There can be no
assurance, however, as to the outcome of this dispute and as a result, no
provision for any liability has been made in the financial statements.
5. Subsequent Events
On October 6, 1997, the Company organized a wholly-owned subsidiary Saville C.I.
Limited in the Channel Islands to hold short-term investments.
On October 23, 1997, the Company obtained a multi-currency operating line of
credit of $15 million from a financial institution. This line of credit is
available to the Company and its subsidiaries on a joint and several basis for a
period ending August 31, 1999 and bears interest at rates varying from 0.25% to
1% above the base rate. This base rate depends on the currency of the funds
drawn on the facility and includes the Canadian U.S. Dollar Base rate, the
Canadian Bank Prime rate and LIBOR and DIBOR rates.
A standby fee of 0.25% per annum is payable on the daily unused portion of the
facility. The credit arrangement contains financial covenants relating to
certain financial ratios. The financial institution has the right to register
security over any outstanding balances if the covenants are not maintained. No
advances have been drawn on this facility at September 30, 1997.
6. Recently Issued Accounting Standards
In addition to SFAS 128, the Financial Accounting Standards Board has issued
Statement of Financial Accounting Standards No. 130 "Comprehensive Income"
(`SFAS 130') and No. 131 "Disclosures about Segments of an Enterprise and
Related Information" (`SFAS 131'). SFAS 130 and SFAS 131 will be effective for
the Company's December 31, 1998 year end. Other than that as disclosed in Note
3, Net Income Per Share, the Company has not determined the impact, if any, of
these pronouncements on its consolidated financial statements.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
The following information should be read in conjunction with the unaudited
Consolidated Financial Statements and Notes thereto included in Item 1 of this
Quarterly Report, the audited Consolidated Financial Statements and Notes
thereto, and Management's Discussion and Analysis of Financial Condition and
Results of Operations contained in the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.
Results of Operations
Revenue
Total revenue increased 93.8% from $14.7 million in the three months ended
September 30, 1996 to $28.6 million in the three months ended September 30,
1997, and increased 97.3% from $37.6 million in the nine months ended September
30, 1996 to $74.2 million in the nine months ended September 30, 1997. Both
services and license fees revenue increased as described below.
Services revenue increased 87.3% from $12.1 million in the three months ended
September 30, 1996 to $22.6 million in the three months ended September 30,
1997, and increased 88.9% from $31.3 million in the nine months ended September
30, 1996 to $59.2 million in the nine months ended September 30, 1997. The
increase was attributable primarily to additional development services for
existing clients in both the AS/400 and UNIX development environments and, to a
lesser extent, initial customization services for new clients, including
requirement definitions.
License fees revenue increased 122.8% from $2.7 million in the three months
ended September 30, 1996 to $6.0 million in the three months ended September 30,
1997, and increased 139.0% from $6.3 million in the nine months ended September
30, 1996 to $15.0 million in the nine months ended September 30, 1997. Depending
on the level of customization or enhancements required, license fees are
recognized at time of delivery, or recognized over the expected term of initial
customization. The 1997 increase was attributable to earning license fee revenue
on customization projects commencing in late 1996 and new installations in the
U.S. and Europe in 1997.
Cost of Services
Cost of services increased 82.9% from $5.9 million in the three months ended
September 30, 1996 to $10.9 million in the three months ended September 30,
1997, and increased 82.6% from $15.5 million in the nine months ended September
30, 1996 to $28.3 million in the nine months ended September 30, 1997. As a
percentage of services revenue, cost of services decreased slightly in both
periods, decreasing from 49.2% and 49.6% in the three months and nine months
ended September 30, 1996, respectively, to 48.1% and 47.9%, respectively, in the
same periods in 1997. The overall dollar increase in cost of services was
primarily due to additional personnel hired to support the increased volume of
business, as well as costs incurred to train individuals under the Company's
internally developed Accelerating Success education program. The number of
personnel primarily responsible for consulting services increased 50.4% in the
three months ended September 30, 1997 over the comparable period in 1996.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Cost of License Fees
Cost of license fees increased 17.9% from $140,000 in the three months ended
September 30, 1996 to $165,000 in the three months ended September 30, 1997, and
increased 102.7% from $188,000 in the nine months ended September 30, 1996 to
$381,000 in the nine months ended September 30, 1997. This increase was due to
employee sales commissions earned on new license fee agreements.
Sales and Marketing
Sales and marketing expenses increased 73.9% from $920,000 in the three months
ended September 30, 1996 to $1.6 million in the three months ended September 30,
1997, and increased 82.0% from $2.4 million in the nine months ended September
30, 1996 to $4.3 million in the nine months ended September 30, 1997. As a
percentage of total revenue, sales and marketing expenses decreased marginally
in both periods, decreasing from 6.2% and 6.3% in the three and nine months
ended September 30, 1997, respectively, to 5.6% and 5.8%, respectively, in the
same periods in 1997. The overall dollar increase was primarily due to the
Company's expansion of sales efforts in the United States, Europe, Latin
American, and Asia Pacific. New sales offices in England and Singapore were
established in the second quarter of the year. In the three months ended
September 30, 1997, an office was opened in Germany to address the central
European market. Increased global marketing, updating the corporate logo and
attendance at various billing and customer care conferences represent the
majority of the marketing expense increase. The Company anticipates that
continued expansion of its sales efforts and emphasis on international marketing
will increase its sales and marketing expenses through the remainder of 1997 and
into 1998.
Research and Development
Research and development expenses increased 158.5% from $1.1 million in the
three months ended September 30, 1996 to $2.8 million in the three months ended
September 30, 1997, and increased 129.8% from $3.0 million in the nine months
ended September 30, 1996 to $6.8 million in the nine months ended September 30,
1997. The continued increase in research and development expenses in 1997
resulted primarily from costs associated with planned increases in personnel
dedicated to development efforts in creating new and enhanced billing and
customer care products for both the AS/400 and UNIX platforms. The Company
intends to continue to invest resources to expand its product offerings in the
future and therefore expects that research and development expenses will
continue to increase.
General and Administrative
General and administrative expenses increased 88.2% from $2.8 million in the
three months ended September 30, 1996 to $5.3 million in the three months ended
September 30, 1997, and increased 85.5% from $7.6 million in the nine months
ended September 30, 1996 to $14.1 million in the nine months ended September 30,
1997. Increases were experienced primarily in management and administrative
salaries, recruitment expenses and facilities and other related expenses. The
increases were attributable to growth and development in the Company's internal
systems and number of people necessary to support overall increases in the scope
of the Company's operations.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Other Income, net
Other income, net, increased 51.7% from $393,000 in the three months ended
September 30, 1996 to $596,000 in the three months ended September 30, 1997, and
increased 48.1% from $1.0 million in the nine months ended September 30, 1996 to
$1.5 million in the nine months ended September 30, 1997. Increased interest
income earned on larger cash and short-term investment balances was the primary
reason for the increase in other income. Foreign exchange losses experienced due
to fluctuations in the Canadian and Irish currencies compared to the U.S. dollar
were not significant in the three and nine months ended September 30, 1997.
Provision for Income Taxes
The Company recorded a tax provision of $910,000 and $1.9 million in the three
and nine months ended September 30, 1996, respectively, representing effective
tax rates of 21.5% and 19.6%, respectively. Comparatively, tax provisions of
$2.1 million and $5.4 million were recorded in the three and nine months ended
September 30, 1997, respectively, representing effective tax rates of 24.9% for
both periods. The effective tax rate for the nine months ended September 30,
1997 approximates the annual effective tax rate. The Company's effective tax
rate is largely dependent on the proportion of the Company's income earned in
different tax jurisdictions. The Company is currently eligible for a 10% tax
rate on "manufacturing" income earned in the Republic of Ireland. The rate is
not available for other types of income such as income earned by the Company on
its cash investments. The eligibility for the 10% tax rate is the reason that
the Company's effective tax rate is below the Irish standard rate of 36% (38%
prior to April 1, 1997), and below the statutory rates of Canada and the United
States. There can be no assurances that the Company will continue to be eligible
for this 10% tax rate in future periods.
Liquidity and Capital Resources
Cash, cash equivalents and short-term investments totaled $56.5 million at
September 30, 1997 compared to $35.4 million at December 31, 1996. The portfolio
is primarily invested in short-term securities (majority maturing within three
to six months) and are predominantly in U.S. dollar denominated securities. On
October 6, 1997, the Company incorporated the wholly-owned subsidiary Saville
C.I. Limited in the Channel Islands to maximize the return earned on these short
term investments in future periods.
Subsequent to September 30, 1997, the Company established a $15 million
multi-currency line of credit to support cash and foreign currency management
efforts. This line of credit is available to the Company and its subsidiaries on
a joint and several basis. The facility bears interest at rates varying from
0.25% to 1% above the base rate which includes the Canadian U.S. Dollar Base
Rate, the Canadian Bank Prime rate and LIBOR and DIBOR rates. No advances have
been drawn of this facility to date.
During the nine months ended September 30, 1997, $16.0 million of cash was
provided by operating activities as the primary source of financing the
Company's growth. Operations provided cash through increased net income,
deferred revenue (receipts in advance of recognition of revenues), and accrued
and trade payables, offset by an increase in trade receivables, prepaid expenses
and other assets.
The Company used $3.5 million to purchase capital assets during the nine months
ended September 30, 1997. The Company continues to make capital asset
investments for infrastructure to support its business growth in existing and
new locations. The Company expects to continue its capital asset investments in
the remainder of 1997 and 1998 as the Company expands its locations worldwide.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
During the nine months ended September 30, 1997 the Company issued Ordinary
Shares pursuant to exercises of options under the Company's 1995 Share Option
Plan and the 1996 Employee Share Purchase Plan for proceeds of approximately
$8.1 million.
On October 28, 1997 the Company announced that its Board of Directors has
effected a two-for-one share split of the Company's Ordinary Shares by way of a
share dividend. Shares will be distributed on or about November 17, 1997 to
shareholders of record on November 7, 1997. No additional proceeds will be
received on the dividend date and any costs associated with the share dividend
will be capitalized as a reduction of additional paid-in capital.
As of September 30, 1997 the Company had $28.1 million in net accounts
receivable. The average days sales outstanding ("DSO") at September 30, 1997 was
approximately 90 days as compared to approximately 94 at September 30, 1996. DSO
is calculated based on the average daily sales of the immediately preceding
three month period divided into the net accounts receivable balance at the end
of the period.
The Company believes that existing cash balances, funds generated by operations
and the availability of the $15 million line of credit will be sufficient to
meet its anticipated liquidity and working capital requirements for the next
twelve months.
Foreign Currency Exposure
The Company's international sales are predominately invoiced and paid in U.S.
currency with the exception of certain clients who are invoiced primarily in
Canadian dollars and Pounds Sterling. The impact of foreign currency translation
has not been material to the Company's operations. As the Company expands its
international operations, the foreign currency exposure may increase as sales
may not be invoiced and paid in U.S. currency and operating expenses may be
incurred in other than U.S. currency. This may have an adverse effect on the
Company's results of operation.
Certain Factors That May Affect Future Results
This Quarterly Report contains forward-looking statements that involve risks and
uncertainties. The Company's actual results may differ significantly from the
results discussed in the forward-looking statements, including statements
regarding the Company's plans to expand its international sales presence, the
Company's plans to continue to invest in research and development efforts, the
Company's expectation that it will continue to make capital asset investments in
1997 and 1998, the Company's belief that its existing cash balance and funds
generated by operations will be sufficient to meet its anticipated liquidity and
working capital requirements for the next twelve months, the possible adverse
foreign currency exposure involved with international expansion, and the
Company's general expectations of growth. A number of uncertainties exist that
could affect the Company's future operating results, including, without
limitation, the Company's ability to retain existing customers and attract new
customers, the Company's ability to attract and retain qualified employees, the
costs associated with significant increases in number of employees, the
Company's continuing ability to develop products that are responsive to the
evolving needs of its customers, increased competition, changes in operating
expenses, foreign currency exchange rates, the Company's continued ability to
take advantage of favorable tax treatment currently available to the Company,
and general economic factors.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
To date, a substantial portion of the Company's total revenues has been derived
from a relatively small number of customers. This concentration of customers can
cause the Company's revenues and earnings to fluctuate from quarter to quarter,
based on these customers' requirements and the timing of their orders. A
significant decrease in business from any of its major customers would have a
material adverse effect on the Company's business, financial condition, and
results of operations.
The Company competes with both independent providers of systems and services
like the Company and with internal billing departments of existing
telecommunications service providers, many of which have substantially greater
financial, technical, sales, marketing and other resources, as well as greater
name recognition, than the Company. There can be no assurance that the Company
will be able to compete successfully with its existing competitors or with new
competitors.
The Company's future success depends in large part on its ability to develop new
customer relationships with successful telecommunications service providers.
There can be no assurance that the Company will be able to develop such
relationships or that service providers that become customers of the Company
will be successful. Historically, the Company has been dependent on long-term
customer relationships and therefore, the failure of the Company's customers to
compete effectively in the telecommunications market could have a material
adverse effect on the Company's business, financial condition and results of
operations.
Although the Company has developed software for UNIX-based operating systems
jointly with a distribution partner, the Company's billing and customer care
software currently runs primarily on the IBM AS/400 platform which represents a
leading platform for existing and new billing systems. If there should be a
rapid shift away from the current use of the AS/400 platform by the
telecommunications industry for billing, the Company would be required to expend
substantial capital resources to develop new software and likely experience
delays or losses in customer orders.
The Company's success will depend upon its ability to enhance its existing
products and to introduce new products and features to meet changing customer
requirements and to permit it to meet the needs of new customers. The Company is
currently devoting significant resources to refining and expanding its base
software modules and to continuing the development of billing software that will
operate on UNIX-based operating systems. If the Company were unable, due to
resource, technological or other constraints, to adequately anticipate or
respond to such changes, the Company's business, financial condition and results
of operations would be materially adversely affected.
The Company's international business is subject to risks such as fluctuations in
exchange rates, difficulties or delays in developing and supporting non-English
language versions of the Company's products, political and economic conditions
in various jurisdictions, unexpected changes in regulatory requirements, tariffs
and other trade barriers, difficulties in staffing and managing foreign
operations and longer accounts receivable payment cycles.
Recently, the Company has expanded its operations rapidly, which has placed
significant demands on the Company's administrative, operational and financial
personnel and systems. Additional expansion by the Company may further strain
the Company's management, financial and other resources. There can be no
assurance that the Company's systems, procedures, controls and existing space
will be adequate to support expansion of the Company's operations. The Company's
future operating results will substantially depend on the ability of its
officers and key employees to manage changing business conditions and to
implement and improve its operational, financial control and reporting systems.
If the Company is unable to respond to and manage changing business conditions,
the quality of the Company's services, its ability to retain key personnel and
its results of operations could be materially adversely affected.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Fluctuations in exchange rates may have a material adverse effect on the
Company's results of operations, particularly its operating margins, and could
also result in exchange losses. The impact of future exchange rate fluctuations
on the Company's results of operations cannot be accurately predicted. To date,
the Company has not sought to hedge the risks associated with fluctuations in
exchange rates, but may undertake such transactions in the future. There can be
no assurance that any hedging techniques implemented by the Company will be
successful or that the Company's results of operations will not be materially
adversely affected by exchange rate fluctuations.
The Company has significant operations and generates a substantial portion of
its taxable income in the Republic of Ireland, and, under an incentive tax
program due to terminate in 2010, is taxed on its "manufacturing income" at a
10% rate, which is substantially lower than U.S. tax rates. If the Company could
no longer qualify for this 10% tax rate or if the tax laws were rescinded or
changed, the Company's net income could be materially adversely affected. In
addition, if U.S., Canadian or other foreign tax authorities were to challenge
successfully the manner in which profits are recognized among the Company and
its subsidiaries, the Company's effective tax rate could increase, and its cash
flow and results of operations could be materially adversely affected.
<PAGE>
SAVILLE SYSTEMS PLC
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On June 16, 1997 the Company received a letter from one of its clients,
Billing Information Concepts, Inc. ("BIC"), purporting to terminate its
agreements with Saville and alleging certain failures to perform by
Saville. The client alleges damages of $12 million. Saville has
categorically denied all of BIC's allegations and has informed BIC that
its claims are without merit. There can be no assurance, however, as to
the outcome of this dispute.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.0 Lease agreement between Saville Systems PLC and Clybaun
Construction Limited dated May 26, 1997.
11.0 Statement re: Computation of Per Share Earnings
27.0 Financial Data Schedule
(b) Reports on form 8-K
None
<PAGE>
SIGNATURES
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 thereunto duly authorized.
SAVILLE SYSTEMS PLC
(Registrant)
Date: November 5, 1997 By: /s/ John J. Boyle, III
----------------------------
John J. Boyle, III
President & CEO
Date: November 5, 1997 By: /s/ Christopher A. Hanson
---------------------------
Christopher A. Hanson
Chief Financial Officer
(Principal Financial
and Accounting Officer)
EXHIBIT 10.0
THIS LEASE is made the 26 day of May 1997 BETWEEN CLYBAUN CONSTRUCTION
LIMITED having its registered office at 4 The Maples, Dr. Mannix Road,
Salthill, Galway in the County of Galway (hereinafter called "the
Landlord") of the One Part and SAVILLE SYSTEMS PLC having its registered
office at IDA Business Park, Dangan, Galway in the County of Galway
(hereinafter called "the Tenant") of the Other Part. WITNESSETH as
follows:-
DEFINITIONS:
1.1 The terms defined in this clause shall for all purposes of this Lease have
the meanings specified in this clause.
1.2 "the Premises" shall mean ALL THAT part of the Lands of Dangan Lower in the
Barony and County Borough of Galway more particularly delineated and edged red
on the map attached hereto together with the Office Building erected thereon or
on some part thereof together ALSO WITH the landlord's fixtures and fittings
therein.
1.3 "the Rights" shall mean the rights set out in Schedule I hereof.
1.4 "the Exceptions" shall mean the exceptions and reservations set out in
Schedule II hereof.
1.5 "Pipes" shall mean and include pipes, sewers, drains, conduits, ditches,
water courses, culverts, wires, cables, channels and all other conducting media.
1.6 "the term" shall mean the term of 20 years and one
day from and including the 1st day of July 1997 and in relation to Clauses 4 and
5 hereof shall include the period of any holding-over or any extension or
continuance thereof whether by statute or by common law where the context so
admits.
1.7 "the Rent" shall mean;
(a) until the 1st day of July 2002 the yearly rent of IR(pound)170,742.00
exclusive;
(b) during the remainder of the Term such other rent as may become payable under
the provisions of Schedule III hereof.
1.8 "the Tenant's Covenants" shall mean the covenants set out in Schedule IV
hereof.
1.9 "the Landlord's Covenants" shall mean the covenants set out in Schedule V
hereof.
1.10 "the Insured Risks" shall mean fire, lightning, explosion, storm, tempest,
flood, bursting and overflowing of water tanks, apparatus or pipes, impact from
aircraft and other aerial devices and any articles dropped therefrom,
earthquake, riot, civil commotion, strikes, locked out workers and malicious
persons and such other risks as the Landlord shall from time to time consider
necessary subject to the availability of insurance cover against such risks and
to the extent that and subject to such conditions as insurance cover against any
such buildings is generally available.
1.11"interest" shall mean interest at the rate of interest charged in respect of
Income tax under the Income Tax Act 1967.
1.12 "the Planning Acts" shall mean the local Government (Planning and
Development) Acts 1963 to 1993 and all statutes regulations and orders included
by virtue of Clause 2.5 hereof.
1.13 "development" shall have the meaning given to it by the Planning Acts.
1.14 "the Surveyor" shall mean any person or firm appointed by or acting for the
Landlord to perform the function of the Surveyor for any purposes of this Lease.
1.15 "the Superior Lease" shall mean the Lease under which the Landlord holds
the property from Industrial Development Agency (Ireland).
INTERPRETATION:
2.1 The expression "the Landlord" means the above named its successors and
assigns and where the context so admits includes such other person or parties in
whom for the time being the reversion immediately expectant upon the term
granted by this Lease shall be vested and "the Tenant" means the above named its
successors in title and permitted assigns and where the context so admits
includes such other parties or party in whom for the time being the term shall
be vested.
2.2 Where the Landlord or the Tenant for the time being are two or more
individuals the terms the Landlord and the Tenant shall include the plural
number and the obligations expressed or implied to be made by or with such party
shall be deemed to be made by or with such individuals jointly and severally.
2.3 Words importing the neuter gender include the masculine or feminine gender
(as the case may be) and words importing the masculine gender include the
feminine gender and vice versa and words importing the singular number include
the plural number and vice versa.
2.4 References to any right exercised by the Landlord or any right exercisable
by the Tenant in common with the Landlord shall be construed as including (where
appropriate) the exercise of such right by and in common with all persons
authorised by the Landlord and all other persons having a likeright.
2.5 Any reference to a statute shall include any statutory extension or
modification or re-enactment of such statute and any regulations or orders made
thereunder.
2.6 Any covenant by the Tenant not to do an act or thing shall be deemed to
include an obligation not to permit such act or thing to be done.
2.7 The paragraph headings do not form part of this lease and shall not be taken
into account in the construction or interpretation thereof.
THE DEMISE:
3. The Landlord HEREBY DEMISES unto the Tenant the Premises TOGETHER WITH the
Rights EXCEPT and RESERVING unto the Landlord the Exceptions TO HOLD the same
unto the Tenant for the Term PAYING therefor unto the Landlord the Rent without
any deduction by equal quarterly payments in advance on the usual quarter days
in every year and so in proportion for any period less than a year the first
such payment to be paid an the execution hereof.
COVENANTS:
4.1 The Tenant hereby covenants with the Landlord to observe and perform the
Tenant's Covenants at all times during the term.
4.2 The Landlord hereby covenants with the Tenant to observe and perform the
Landlord's Covenants at all times during the Term.
PROVISOES:
5.1 if and whenever during the Term
(a) the rents (that is the rent as defined and the proportion of the insurance
premium) shall be in arrear and unpaid for twenty one days next after becoming
payable (whether, formally demanded or not); or
(b) there shall be any breach or non performance or non-observance of any of the
covenants on the part of the Tenant herein contained; or
(c) the Tenant (being an individual) shall become bankrupt or, (being a company)
shall enter into Liquidation whether compulsory or voluntary (save for the
purpose of amalgamation or reconstruction of a solvent company) or have a
receiver appointed of its undertaking or (in either case) shall enter into an
arrangement or composition for the benefit of its creditors or suffer any
distress or execution to be levied on its goods; then, and in any of the said
cases, it shall be lawful for the Landlord at any time thereafter and
notwithstanding the waiver of any previous right of re-entry to re-enter into
and upon the Premises or any part thereof in the name of the whole and thereupon
the Term shall absolutely cease and determine but without prejudice to any
rights or remedies which may then have accrued to either party against the other
in respect of any antecedent breach of any of the covenants herein contained.
5.2 Nothing herein contained or implied shall give the 'Tenant the benefit of or
the right to enforce or to prevent the release or modification of any covenant
agreement or condition entered into by any Tenant of the Landlord in respect of
any property not comprised in this lease.
5.3 The Landlord shall not be responsible to the Tenant or (save as is otherwise
provided by statute) to the Tenant's Licensees, servants, agents or other
persons in the Premises or calling upon the Tenant for any accident happening or
injury suffered or damage to or loss of any chattel or property sustained in the
Premises or, the building of which the same forms part.
5.4 Each of the Tenant's Covenants shall remain in
full force both at law and in equity notwithstanding that the Landlord shall
have waived or released temporarily any such covenant or waived or released
temporarily or permanently revocably or irrevocably a similar covenant or
similar, covenants affecting other adjoining or neighbouring premises belonging
to the Landlord.
5.5 Such of the internal division walls as divide the Premises from other
premises of the Landlord shall be deemed to be party walls.
5.6 Nothing in this Lease or in any consent granted by the Landlord under this
Lease shall imply or warrant that the Premises may be used for the purpose
herein authorised under the Planning Acts.
5.7 The Tenant acknowledges that this Lease has not been entered into in
reliance wholly or partly on any statement or representation made by or on
behalf of the Landlord save in so far as such statement or representation is
expressly set out in this Lease.
5.8 Except where any statutory provision prohibits the Tenant's right to
compensation being reduced or excluded by agreement the Tenant shall not be
entitled to claim from the Landlord on quitting the Premises or any part thereof
any compensation under the Landlord and Tenant (Amendment) Act, 1980.
5.9 Any notice or document under or in connection with this lease shall be
effectively given or served if sent by post or delivered to the intended
recipient or his Solicitor or at his or their last known address. Where sent by
post, the notice or document shall be deemed to be given or served on the second
day after posting.
5.10 If the Premises or any part thereof or access thereto shall at any time
during the Term be destroyed or so damaged by fire or any other risk insured
against by the Landlord so that the Premises or any part thereof shall be unfit
for occupation or use then (i) the Tenant shall not be entitled to surrender
this Lease under the provisions of Section 40 of the Landlord and Tenant Law
Amendment Act, Ireland, 1860, and (ii) unless the Insurance of the Premises or
the building of which the same forms part shall have been vitiated by the act,
neglect, default or omission of the Tenant the Rents hereby reserved or a fair
proportion thereof according to the nature and extent of the damage sustained,
the amount of such proportion to be determined by the Surveyor, shall be
suspended and cease to be payable until the Premises or the damaged portion
thereof shall have been reinstated or made fit for occupation or until the
expiration of three years from the catastrophe whichever is the shorter.
5.11 The agreed net Lettable space for the purposes of this Lease and the review
of rent is agreed at 20,696 square feet.
OPTION TO SURRENDER:
6. If the Tenant is desirous of determining this Lease at the end of the first
ten or fifteen years of the Term and of such its desire gives to the Landlord
not less than four months notice in writing and pays all rent and performs and
observes all the covenants and conditions hereinbefore contained and on its part
to be performed and observed up to such determination then and in either such
case immediately after the expiration of the said period of ten or fifteen years
as the case may be this Lease shall cease and be void but without prejudice to
any claim by either party against the other, in respect of any antecedent breach
of any covenant or condition herein contained.
SCHEDULE I THE RIGHTS
Right of Way
1. Full right and Liberty for the Tenant its servants and licensees (in common
with the Landlord) with or without vehicles at all times for all purposes
connected with the Premises but not for any other purpose to pass and repass to
and from the Premises over and along the roadway leading thereto. Services 2.
The free right of passage arid running of water, soil, gas, electricity and
other services to and from the Premises through all the Pipes now made or
passing under or along the adjoining Land of the Landlord.
SCHEDULE II THE EXCEPTIONS
Services
1. The free passage and running of water, soil, gas, electricity and other
services from and to adjoining and neighbouring land and the buildings now or
hereafter erected therein and through the pipes laid, made (or to be laid and
made within 21 years) in, upon, through, or under the Premises and the free and
uninterrupted use of all gas, electric, telephone and other Pipes serving such
adjoining and neighbouring land and buildings now or at any time (within twenty
one years) during the term upon through, or under the Premises.
Construct Easements
2. The right to construct and maintain in, over or under the Premises any
easements or services for the benefit of any adjoining property of the Landlord.
Access
3. The right at any time during the Term (but except in cases of emergency only
at reasonable times during normal office hours after giving reasonable prior
notice to the Tenant and by prior appointment except where the Tenant
unreasonably refuses to make an appointment within a reasonable time of a
request from the Landlord) to enter (or in case of emergency to break and enter)
upon the Premises in order;
(a) to inspect, cleanse, repair, amend, remove or replace with others the Pipes
referred to in Paragraph 1 of this Schedule;
(b) to inspect and execute works in connection with any of the easements or the
services referred to in this Schedule;
(c) to view the state and condition of and to repair and maintain any adjoining
property where such work would not otherwise be reasonably practicable;
(d) to carry out work or to do anything whatsoever comprised within the
Landlord's obligations herein contained whether or not the Tenant is Liable
hereunder to make a contribution;
(e) to exercise any of the rights possessed by the Landlord under the terms of
this Lease.
Light
4. Full right and liberty at any time hereafter and from time to time to execute
works and erections upon or to alter or rebuild any of the buildings erected on
the Landlord's adjoining and neighbouring lands and to use such adjoining and
neighbouring lands and buildings now or hereafter erected thereon in such manner
as it shall think fit notwithstanding that the access of light and air to the
premises may thereby be interfered with.
SCHEDULE III RENT REVIEW
Definitions and interpretation
1. For the purpose of this lease;
(1) "Review Date" shall mean the 1st day of July 2002 and every fifth
anniversary of that date.
(2) "the Open Market Rent" shall mean the rent at which the Premises might
reasonably be expected to be let as a whole at the relevant Review Date in the
open market by a willing Landlord to a willing Tenant without a premium with
vacant possession of the whole and subject to the provisions of this lease other
than the amount of the Rent but including the provisions for rent review for a
term equal to that granted by this Lease.
(a) on the assumptions that;
(i) at the relevant Review Date the Premises are fit for immediate
occupation and use and that no alterations nor additions had been carried
out thereto by the Tenant or its predecessors in title during the Term
which have diminished the rental value of the Premises and that if the
Premises have been destroyed or damaged they have been fully restored;
(ii)the tenant's covenants herein contained have been fully performed and
observed until the relevant Review Date;
(b) but there shall be disregarded
(i) all trade fixtures and fittings affixed to the Premises either by the
Tenant its sub-tenants or their respective predecessors in title during the
Term or during any period of occupation prior thereto arising out of an
agreement to grant the Term or by any tenant or sub-tenant of the Premises
before the commencement of the Term so long as the Landlord or its
predecessors in title have not since the affixing to the Premises of the
said fixture and fitting had vacant possession of the relevant part of the
Premises;
(ii) any effect on rent of the fact that the Tenant its sub-tenants or
their respective predecessors in title have been in occupation of the
Premises;
(iii) any goodwill attached to the Premises by reason of the carrying on
thereat of the business of the Tenant its sub-tenants or their respective
predecessors in title in their respective businesses; and
(iv) any increase in the rental value of the Premises attributable to the
existence at the relevant Review Date of any improvement to the Premises or
any part thereof carried out with consent (where required) of and otherwise
than in pursuance of an obligation to the Landlord or its predecessors in
title either by the Tenant its sub-tenants or their respective predecessors
in title during the Term on or during any period of occupation prior
thereto arising out of an agreement to grant the Term or by any tenant or
sub-tenant of the Premises before the commencement of the Term so long as
the Landlord or its predecessors in title have not since the improvement
was carried out had vacant possession of the relevant part of the Premises.
(3) Any reference to the Chairman for the time being of the society of Chartered
Surveyors In the Republic of Ireland or to the President of the Incorporated Law
Society of Ireland shall include the duly appointed deputy of the said Chairman
or President and any person authorised by either of the said Chairman or
President to make appointments on his behalf.
The Rent Review
2. At each Review Date the Rent shall be reviewed in accordance with the
provisions of this Schedule and from and after each Review Date the Rent payable
in respect of the Premises shall be the greater of the Rent being paid
immediately before the Review Date and the Open Market Rent an the Review Date.
Fixing the Reviewed Rent
3. The Open Market Rent at any Review Date may be agreed at any time between the
Landlord and the Tenant or (in the absence of agreement) will be determined by
an arbitrator to be appointed either by agreement between the parties or subject
to paragraph 4 of this Schedule on the application of either party made not more
than three months before or at any time after the relevant Review Date by the
Chairman for the time being of the Society of Chartered Surveyors in the
Republic of Ireland or the President for the time being of the Incorporated Law
Society of Ireland.
The Appointer
4. If the parties cannot agree which Chairman or President shall nominate the
arbitrator within 14 days, time being of the essence, of either party giving
notice to the other of its intention to make application for the appointment of
an arbitrator such notice specifying the Chairman or President who in the
opinion of the party giving the notice should make the appointment either party
may apply to the President for the time being of the Incorporated Law Society of
Ireland who will decide having regard to the issues which of the Chairman or
President would be the more appropriate to nominate the Arbitrator and whose
decision as to who stall make the said nomination shall be final and binding.
Arbitration
5. The arbitration shall be conducted in accordance with the Arbitration
Acts, 1954 to 1980 and the decision of the arbitrator shall be final and
binding.
Memoranda of Revised Rent
6. When the amount of any Rent to be ascertained as hereinbefore provided shall
have been so ascertained, memoranda thereof shall thereupon be signed by or on
behalf of the Landlord and the tenant and annexed to this Lease and counterpart
thereof and the parties shall bear their own costs in respect thereof.
Payment on Account pending Determination
7. If and so often as the Rent in respect of any period has not been ascertained
pursuant to the foregoing provisions before the first day hereby appointed for
payment the tenant shall continue to pay at the rate equal to the Rent payable
immediately before the commencement of the relevant period (such payments being
on account of the Rent for that period) until the first day for payment of the
Rent after Rent for, that period has been ascertained (hereinafter called "the
Payment Date").
Payment on Determination
8. On the payment date there shall be payable by the Tenant to the Landlord by
way of rent (in addition to the amount of the Rent otherwise due on that day)
the aggregate of the amounts by which the instalments of the Rent payable on
account in respect of that period in accordance with paragraph 7 hereof fall
short of the amounts which would have been payable if the Rent for that period
had been ascertained before the first day for payment (hereinafter called "the
Ascertained Rent") and the arbitrator may direct that interest be paid on each
instalment due prior to the Payment Date on the difference between the Rent paid
on account in accordance with paragraph 7 hereof and the Ascertained Rent for
the period from the date the said instalment was due up to the date upon which
payment is actually made and the arbitrator shall so direct if in his view it is
reasonable in all the circumstances including the parties' conduct on the review
and the result of his substantive determination.
Statutory Rent Restriction
9. If at any of the Review Dates there shall be in force a statute which shall
prevent, restrict or modify the Landlord's right to review and increase the Rent
in accordance with this Lease, the Landlord shall when such restriction or
modification is removed, relaxed or modified be entitled on giving not less than
one month's notice in writing to the Tenant to proceed with any review of the
Rent which may have been prevented (or further to review the Rent in respect of
any review where the Landlord's right was restricted or modified) and the date
specified in the said notice shall be deemed far the purposes hereof to be a
Review Date (providing that nothing herein shall be construed as varying any
subsequent Review Dates) and the Landlord shall be entitled to recover any
resulting increase in Rent with effect from such date as shall then be permitted
by Law.
SCHEDULE IV THE TENANT'S COVENANTS
Rent
1. To pay the rent on the days and in the manner aforesaid provided that if and
so long as the amount of rent which the Tenant is liable to pay shall be
restricted by Law the Tenant will in lieu of the Rent pay the maximum amount of
rent which such restriction may from time to time allow and in such
circumstances the term "the Rent" shall be construed as meaning such maximum
amount.
Outgoings
2. To pay and indemnify the landlord against all rates, taxes, assessments,
duties, charges, impositions and outgoings which now are or during the Term
shall be charged, assessed or imposed upon the Premises or any part thereof or
upon the owner or occupier thereof and to pay the Value Added Tax and Stamp
Duty due or payable or arising under or in connection with this lease and the
Counterpart thereof.
Superior Lease
3. Not to do or permit to be done anything which would constitute a breach of
the covenants on the Lessee's part and conditions contained in the Superior
Lease and to reimburse the Landlord and indemnify it in respect of any payments
falling due to be paid to Industrial Development Agency (Ireland) under the
terms of the superior Lease.
Insurance
4.1 To repay to the Landlord on demand the sums which the Landlord shall from
time to time pay by way of Premiums (and all of any increased premiums payable
by reason of any act use or omission by or on the part of the Tenant) for
keeping the Premises insured under the covenant on the part of the Landlord
contained in Paragraph 2 of Schedule V hereof.
4.2 Not to do or omit anything whereby any policy of insurance on the
Premises may become void or voidable wholly or in part nor (unless the
Tenant shall have previously notified the Landlord and has agreed to pay the
increased premiums) anything whereby additional insurance premiums may become
payable.
4.3 In the event of the Premises or any part thereof being destroyed by any
of the Insured Risks at any time during the Term and the insurance money under
any policy of insurance effected thereon being by reason of any act or default
of the Tenant wholly or partially irrecoverable forthwith in every such case to
rebuild and reinstate at its own expense the Premises or the part destroyed or
damaged to the reasonable satisfaction and under the supervision of the Surveyor
the Tenant being allowed towards the expenses of so doing upon such rebuilding
and reinstatement being completed the amount (if any) actually received in
respect of such destruction or, damage under any such insurance as aforesaid.
4.4 If at any time the Tenant shall be entitled to the benefit of any insurance
on the Premises (which is not effected or maintained in pursuance of an
obligation herein contained) then to apply all moneys received by virtue of
such insurance in making good the loss or damage in respect of which the same
shall have been received.
Repair
5. To keep the Premises and the Pipes therein or used exclusively by the Tenant
together with the fences or walls and any other means of demarcation on the
boundaries in good and substantial repair and condition and well cleansed and
maintained.
Decoration
6. In the year 2001 and every fifth year thereafter and also in the last year of
the Term (whether determined by affluxion of time or otherwise) to prepare and
paint, grain and varnish in a good and workmanlike manner all necessary external
parts of the Premises previously or usually painted, grained and varnished
respectively in colours approved by the Landlord and in the year 2001 and every
fifth year thereafter and also in the last year of the Term whether determined
by affluxion of time or otherwise) in like manner to paint, grain, varnish,
whitewash, colour and paper with paper of a suitable quality all internal parts
of the Premises previously or usually so treated such painting (both external
and internal) to be with two coats of good quality paint previously approved by
the Landlord.
Keep Tidy
7. Not at any time during the Term to allow or permit any weeds or undergrowth
to accumulate upon the Premises or any part thereof for the time being remaining
unbuilt upon nor to cause or allow any roads or pavements abutting on the
Premises to be untidy or in a dirty condition but at all times to keep the
Premises and the said land, roads and footpaths in a clean neat and tidy state
and condition and free from weeds, deposits of materials and refuse and not to
bring or keep or suffer to be brought or kept upon any land as aforesaid any
materials, equipment or plant or anything which is or might become untidy,
uncleanly, unsightly or in any way detrimental to the amenity of the area and
within one month of the service thereof to comply with the requirements of any
written notice to restore the amenity as aforesaid and in the event of the
Tenant failing to comply with such notice the Landlord shall be entitled to
enter upon the Premises and carry out any necessary works and to recover the
cost thereof from the Tenant.
Amenity Land
8. To maintain any amenity land comprising part of the Premises in good order
and condition and properly tended, manured, planted, cultivated and restored and
keep cut and properly trimmed any grass, hedges, trees and bushes and not to cut
down any trees at any time growing on the Premises.
Residence
9. Not to permit or suffer the Premises or any part thereof to be used as a
residence or sleeping place of any person.
Smoke Abatement
10. To ensure that every furnace employed in the working of engines by steam or
other motive power and every other furnace employed in any building or erection
on the Premises is constructed so as substantially to consume or burn the smoke
arising therefrom and not to use or suffer to be used negligently any such
furnace so that the smoke arising therefrom is not substantially consumed or
burned and not to cause or permit any grit or noxious or offensive effluvia to
be emitted from any engine, furnace, chimney or other apparatus on the Premises
without using the best practicable means for preventing or counteracting such
emission.
Pollution
11. Not to permit any oil or grease or any deleterious objectionable, dangerous,
poisonous or explosive matter, oil substance to be discharged into any Pipes and
to take all reasonable measures for ensuring that any effluent so discharged
will not be corrosive or otherwise harmful to the Pipes or cause obstruction or
deposit therein nor to discharge or allow to be discharged therein any fluid of
a poisonous or noxious nature or of a kind calculated to or that does in fact
destroy sicken or injure the fish or contaminate or pollute the water of any
stream or river and not to do or omit or allow or suffer to be done or omitted
any act or thing whereby the waters of any stream or river may be polluted or
the composition thereof so changed as to render the Landlord liable to any
action or proceedings by any person whomsoever.
Drains
12. To bear and pay and indemnify the Landlord against all the costs and
expenses which the Landlord as the Owner Of the Premises or any part thereof
during the continuance of the Term ought or would be liable to bear, or
contribute to in or about any works, drainage or sewerage by any Act or Acts of
the Direachtas already made or hereafter to be made or by any direction or
requirement of any local or public Authority in pursuance of any such Act or
Acts.
Roof and Floor Weighting
13.1 Not without the consent in writing of the Landlord to
(a) suspend any weight from the roof or roof trusses or use the roof or roof
trusses of any building forming part of the Premises for the storage of goods or
to place or permit or suffer to be placed any weight thereon;
(b) bring or permit to remain upon the said Buildings any safes, machinery,
goods or other articles which shall or may strain or damage the said
Buildings or any part thereof.
13.2 On any application by the Tenant for the Landlord's consent under
Paragraph 13.1 hereof the Landlord shall be entitled to consult and obtain the
advice of an Engineer in relation to the roof or floor loading proposed by the
Tenant and the Tenant shall repay to the Landlord on demand the fees of such
Engineer.
Refuse
14. Not to deposit or permit to be deposited any rubbish or refuse or to store,
stack or lay out any material used for the purpose of manufacture or otherwise
on any part of the land surrounding the buildings on the Premises.
Machinery
15. To keep all plant apparatus and machinery (including any boilers or lifts)
upon the Premises properly maintained and in good working order and to ensure by
directions to the Tenant's staff and otherwise that such plant apparatus and
machinery is properly operated and to avoid damage to the Premises by vibration
or otherwise.
Unloading
16. Not to unload any goods or materials from carts, wagons or lorries and
convey the same from an estate road or the public highway into the Premises
except through the approved entrance or entrances provided for the purpose and
not to cause thereby congestion of the adjoining estate roads and public
highways nor inconvenience any other use thereof and not to permit any vehicles
or animals belonging to the Tenant or its licensees, servants, agents or other
persons calling on the Tenant or the Premises to stand on the estate road or any
footpath or public highway in the neighbourhood of the Premises and to use its
best endeavours to ensure that such licensees, servants, agents, and other
persons calling on the Tenant or the Premises shall no permit any vehicle or
animals to stand an any such estate, road, footpath or public highway.
User
17.1 Not to do (or permit or suffer to remain upon the Premises or any part
thereof) anything which may be or become a nuisance, annoyance,
disturbance, inconvenience, injury or damage to the landlord or its Tenants
or the occupiers of adjacent or neighbouring Premises.
17.2 Not to store or bring upon the Premises any article, substance or
liquid of especially combustible, inflammable or dangerous nature and to
comply with all recommendations of the insurers and fire authority as to
fire precautions relating to the Premises.
17.3 Not to use the Premises or any part thereof nor, permit the same to be
used for any dangerous, noxious, noisy or offensive trade or business or as
a betting office or for residential purposes nor for any illegal or immoral
act or purpose and no sale by auction shall take place therein.
17.4 To use and occupy the Premises for such trade or business as is
permitted by the Planning Acts and any regulatory laws or instruments and
as may from time to time be approved in writing by the Landlord (such
approval not to be unreasonably withheld).
17.5 Not to use the Premises for any purpose other than the business of a
service industry as defined in the Industrial Development Act 1986 (as
amended) as may from time to time be approved by Industrial Development
Agency (Ireland) and in particular not to use the Premises for any purpose
other than such as will allow the Landlord to claim an Industrial Buildings
Allowance in respect of the Premises.
Alterations
18.1 Not to excavate or dig remove sell or dispose of any minerals, earth, clay,
gravel, chalk or sand from the Premises nor to sink any well thereon except so
far as shall be approved by the Landlord in writing.
18.2 Not to commit or permit waste and not to cut, remove, divide, alter, maim
or injure the Premises or any part thereof or any of the ceilings, walls.
floors, principal girders or structure of any buildings now or at any time
hereafter forming part of the Premises nor the Pipes in on or under or serving
the Premises nor to
(a) build, erect, construct, or place any new or additional building
erections or work on the Premises or any part thereof;
(b) make any alterations or, additions or improvement to the Premises or
any buildings now or at any time hereafter forming part of the Premises.
18.3 Not to change the design or appearance or decorative scheme of the
exterior of the Premises.
18.4 To remove any additional buildings additions or alterations made to
the Premises at the expiration or sooner determination of the Term if so
requested by the landlord
Planning Acts
19.1 To comply in all respects with the provisions and requirements of the
Planning Acts whether as to the permitted user hereunder or otherwise and
to indemnify (both after the expiration of the Term by affluxion of time or
otherwise and during its continuance) and to keep the Landlord indemnified
against all liability whatsoever including costs and expenses in respect of
any contravention thereof. 19.2 Forthwith to produce to the Landlord any
notice, order or proposal, permission or consent relating to the Premises
given or issued to the Tenant by a Planning Authority under or by virtue of
the Planning Acts and at the cost of the Landlord join with the Landlord in
making any objection or representation against the same that the Landlord
shall deem appropriate. 19.3 To obtain at the expense in all respects of
the Tenant all planning permissions and serve all such notices as may be
required for the carrying out of any operations on the Premises or any use
thereof at the commencement which may constitute development provided that
no application for planning permission shall be made without the previous
consent in writing of the Landlord. 19.4 Subject only to any statutory
direction to the contrary to pay and satisfy any charge or levy that may
hereafter be imposed under the Planning Acts in respect of the carrying out
or maintenance of any such operations or the commencement or continuance of
any such use as aforesaid.
19.5 Notwithstanding any consent which may be granted by the Landlord under
this lease not to carry out or make any alteration or addition to the
Premises or any change of use thereof before all necessary notices under
the Planning Acts in respect thereof have been served or before all such
notices and all such necessary planning permissions have been produced to
the landlord and in the case of a planning permission acknowledged by it in
writing as is satisfactory to the Landlord it being understood that the
Landlord may refuse so to express its satisfaction with any such planning
permission on the grounds that any condition contained therein or anything
omitted therefrom or the period thereof would in the reasonable opinion of
the Surveyor be or be Likely to be prejudicial to its interest in the
Premises or the building of which the Premises forms part whether during
the Term or following the determination or expiration thereof.
19.6 Unless the Landlord shall otherwise direct to carry out and complete before
the expiration or sooner determination of the Term;
(a) any works stipulated to be carried out to the Premises by a date
subsequent to such expiration or sooner determination as a condition of any
planning permission granted for any development begun before such
expiration or sooner determination;
and
(b) any development begun upon the Premises in respect of which the
Landlord shall or may be or become liable for any charge or levy under the
Planning Acts.
Statutory Obligations
20.1 At its own expense to do and execute all such works as shall be required at
any time during the term to be done or executed in or upon the Premises by the
occupier under or by virtue of any Act being in force or by the direction of any
local or Public Authority.
20.2 Without prejudice to the generality of the foregoing provisions to
comply in all respects with the provisions of any statutes and any other
obligations imposed by Law or by any bye Laws applicable to the Premises or
in regard to carrying on the trade or business for the time being carried
on by the Tenant on the Premises.
Access of Landlord and Notice to Repair
21.1 To permit the Landlord at reasonable times to enter upon the Premises for
the purpose of
(a) taking schedules or inventories of fixtures and fittings to be yielded
up at the expiration of the Term;
and
(b) ascertaining that the covenants and conditions herein contained have
been duly observed and performed and in particular to view the state of
repair and condition of the Premises and of defects and wants of repair,
cleansing, maintenance amendments and painting then and there found and to
give to the Tenant or leave upon the Premises a notice in writing
specifying any repairs, cleaning, maintenance, amendments and painting
necessary to be done and to require the Tenant forthwith to execute the
same.
21.2 To forthwith repair, cleanse, maintain, amend and paint the Premises as
required by such notice and in accordance with the covenants in that behalf
hereinbefore contained.
21.3 If the Tenant shall not within one month after service of such notice
proceed diligently with the execution of the same or shall have failed to
complete the same within two months to permit the Landlord and its
contractors, agents and workmen to enter upon the Premises to execute such
works as may be necessary to comply with the same and to pay to the
landlord the cost of executing such works and all expenses incurred by the
Landlord in connection with the same (including legal costs and surveyor's
fees) within fourteen days of a written demand in that behalf.
Dealing
22.1 In the case of an underlease not to underlet the Premises at a rent below
the Rent payable by the Tenant hereunder at the date of the said underletting.
22.2 Not to assign, charge, underlet nor part with possession of the whole or
any part of the Premises except with the previous written consent of the
Landlord which shall not be unreasonably withheld and upon any assignment or
underletting to:
(a) obtain a direct covenant by the assignee or, under-tenant with the
Landlord to observe and perform the covenants and restrictions of this
Lease for the remainder of the Term and in the case of an assignment to pay
the rent reserved by this Lease;
and
(b) if the landlord shall require, provide two acceptable Guarantors for
any private Limited company. 22.3 To include in or to ensure that there is
included in every underlease and sub-Lease similar, restrictions on
assignment, underletting and parting with possession and the same
provisions for direct covenants with and registration with the Landlord as
those contained in this lease.
Signs and Advertisements
23. Not to erect any hoardings or advertising station on the Premises and not to
permit any signs, placards or bills to affixed to any buildings forming part of
the Premises other than such reasonable notices relating to the Tenant's
business which are normally and reasonably displayed subject to the approval of
the Landlord and compliance with the Planning Acts.
24. Not to erect or to bring upon the Premises or any part thereof any hut,
shed, garage, cycle shelter, store, caravan, house on wheels or any
building or erection of a temporary or moveable character, design or nature
without the approval of the Landlord such approval not to be unreasonably
refused.
Notices Specifying Breach
25.1 To pay all costs, charges and expenses including Solicitors' costs and
Surveyors' fees incurred by the Landlord for the purposes of and incidental to
the preparation and service of a notice under Section 14 of the Conveyancing
Act, 1881 and Section 2 and 4 of the Conveyancing Act, 1892 or incurred in or in
contemplation of proceedings under the said Sections notwithstanding in any such
case forfeiture is avoided otherwise than by relief granted by the Court.
25.2 To pay all costs, charges and expenses including Solicitors' costs and
Surveyors' fees incurred by the Landlord for the purposes of and incidental
to the service of all notices and schedules relating to wants of repair to
the Premises and whether, served during or after the expiration or sooner
determination of the Term (but relating in all cases to such wants of
repair that accrued not later than such expiration or sooner
determination).
Indemnities
26. To be responsible for and to indemnify the Landlord against all damage
occasioned to the Premises or any adjacent or neighbouring Premises or to any
person and to indemnify the Landlord against all actions, claims, proceedings,
costs, expenses and demands made against the Landlord as a result of
(a) any act, omission or negligence of the Tenant or the servants, agents,
licensees or invitees of the Tenant and
(b) any breach or nonobservance by the Tenant of the Tenant's Covenants and
other terms hereof.
Re-Letting Boards
27. To permit the Landlord at any time during the last six months of the Term
(or sooner if the Rent or any part thereof shall be in arrear and unpaid for
upwards of one calendar, month) to enter upon the Premises and affix and retain
without interference upon any part of the Premises a notice for re-letting the
same and during such period to permit persons with written authority of the
Landlord or its agent at reasonable times of the day to view the Premises
without interruption.
Landlord's Rights
28. To permit the Landlord at all times during the term to exercise without
interruption or interference any of the rights excepted and reserved to it by
virtue of the provisions of this lease.
Plans
29. If and when called upon so to do to produce to the Landlord or the Surveyor
all such Plans documents and other evidence as the Landlord may reasonably
require in order to satisfy itself that the provisions of this lease have been
complied with in all respects.
Encroachment
30.1 Not to stock up darken or obstruct any windows or lights belonging to the
Premises or any other premises belonging to the Landlord.
30.2 Not to permit any new window light opening doorway path passage drain
or other encroachment or easement to be made or acquired in against out of
or upon the Premises and that in case any such window, light, opening,
path, passage, drain or other encroachment or easement shall be made or
acquired or attempted to be made or acquired the Tenant will give immediate
notice thereof to the Landlord and will at the request and cost of the
Landlord adopt such means as may be reasonably required or deemed proper
for preventing any such encroachment or the acquisition of any such
easement.
Yield Up
31. To yield up the Premises at the expiration or sooner determination of the
Term in good and substantial repair and condition in accordance with the
Tenant's covenants and to dismantle and remove from the Premises all the
Tenant's fixtures if so required by the Landlord and to make good any part or
parts of the Premises which may be damaged in such dismantling and/or removal.
Licence Fees
32. To pay all Legal costs and surveyors' fees incurred by the Landlord
attendant upon or incidental to every application made by the Tenant for a
consent or licence hereinbefore required or made necessary whether the same be
granted, refused, withdrawn or offered subject to qualifications or conditions.
Interest on Arrears
33. If and whenever the Tenant shall fail to pay the Rent or any other sum due
under this Lease within fourteen days of the due date the Tenant shall pay to
the Landlord interest on such Rent or other money as the case may be from the
date when it was due to the date on which it is actually paid.
Sale of reversion
34. To permit upon reasonable notice at any time during the Term prospective
purchasers of or dealers in or agents instructed in connection with the sale of
the Landlord's reversion or of any interest superior to the Term upon reasonable
notice to view the Premises without interruption providing the same are
authorised in writing by the Landlord or its agents.
Notices
35. To give full particulars to the Landlord of any notice direction or order or
proposal for the same made, given or issued to the Tenant by any Local or Public
Authority within seven days of the receipt of the same and if so required by,
the Landlord to produce the same to the Landlord and without delay to take all
necessary steps to comply with any such notice, direction or order and at the
request of the Landlord to make or join with the Landlord in making, such
objection or representation against or in respect of any proposal for such a
notice, direction or order as the Landlord shall deem expedient.
SCHEDULE V THE LANDLORD'S COVENANTS
Quiet Enjoyment
1. That the Tenant may peaceably and quietly hold and enjoy the Premises without
any Lawful interruption or disturbance from or by the Landlord or any person
claiming under or in trust for the Landlord.
Insurance
2. To insure and keep insured (unless such insurance shall be vitiated by any
act of the tenant or the Tenant's servants or visitors) in such sum as the
Landlord shall from time to time be advised by the Surveyor as being the full
cost of reinstatement thereof the Premises (together with an appropriate
addition for professional fees and three years loss of rent under this lease)
against loss or damage by any or all of the Insured Risks and to produce to the
Tenant on demand either a policy of such Insurance and the receipt for the last
premium or reasonable evidence from the insurers of the terms of the policy and
the fact that the same is subsisting and in effect and (subject as hereinafter
provided) in case of destruction of or damage to the Premises by the Insured
Risks or any of them the Landlord will with all convenient speed take such steps
as may be requisite and proper to obtain any necessary permits and consents
under any regulations or enactment for the time being in force to enable the
Landlord to rebuild and reinstate the same and will as soon as such permits and
consents have been obtained, spend and lay out all monies received in respect of
such Insurance (except sums in respect of loss of rent) in rebuilding or
reinstating the part of the Premises so destroyed or damaged provided always
that if the rebuilding or reinstatement of the Premises shall be prevented or
frustrated, all such insurance monies relating to the Premises shall be the
absolute property of the Landlord.
IT IS HEREBY CERTIFIED that the transaction hereby effected does not form part
of a larger transaction or of a series of transactions in respect of which the
amount or value of the aggregate amount or value of the consideration (other
than rent) exceeds five thousand pounds.
IT IS HEREBY FURTHER CERTIFIED that for the purposes of stamping this Instrument
this is an instrument to which the provisions of Section 112 of the Finance Act
1990 do not apply for the reason that there is no arrangement to erect a
dwellinghouse or apartment.
IT IS HEREBY FURTHER CERTIFIED that the property hereby demised is situate in
the County Borough of Galway.
<PAGE>
IT IS HEREBY FURTHER CERTIFIED that for the purposes of Section 29
Companies Act 1990 the Landlord and the Tenant are not connected with one
another in a manner that would require this transaction to be ratified by
Resolution of either. IN WITNESS WHEREOF the seals of the parties were
affixed hereto the day and year first herein written.
PRESENT when the Common Seal
of CLYBAUN CONSTRUCTION LIMITED
was affixed hereto;-
/s/B. O'Grady
Director
PRESENT when the Common Seal
of SAVILLE SYSTEMS PLC.
was affixed hereto;-
/s/Fergus McGovern
Director
/s/Peter Quinlan
Secretary
<PAGE>
1. Definitions
1.2 The Premises
1.3 The Rights
1.4 The Exceptions
1.5 The Pipes
1.6 The Term
1.7 The Rent
1.8 The Tenant's Covenants
1.9 The Landlord's Covenants
1.10 The Insured Risks
1.11 Interest
1.12 The Planning Acts
1.13 Development
1.14 The Surveyor
1.15 Superior Lease
2. Interpretation
3. The Demise
4. The Covenants
5. Provisoes
5.1 Re-entry
5.2 Covenants relating to Adjoining Land
5.3 Accidents
5.4 Effect of Waiver
5.5 Party Walls
5.6 Exclusion of Use Warranty
5.7 Representations
5.8 Compensation
5.9 Service of Notices
5.10 Suspension of Rent
5.11 Net Lettable space
6. Option to Surrender
Schedules
I. The Rights
1. Right of Way
2. Services
II. The Exceptions
1. Services
2. Construct Easements
3. Access
4. Light
III. Rent Review
1. Definitions and Interpretations
2. Rent Review
3. Fixing the Reviewed Rent
4. The Appointer
5. Arbitration
6. Memoranda of Revised Rent
7. Payment on Account pending Determination
8. Payment on Determination
9. Statutory Rent Restriction
IV. The Tenant's Covenants
1. Rent
2. Outgoings
3. Superior Lease
4. Insurance
5. Repair
6 Decoration
7. Keep tidy
8 Amenity land
9. Residence
10. Smoke Abatement
11. Pollution
12. Drains
13. Roof and Floor Weighting
14. Refuse
15. Machinery
16. Unloading
17. User
18. Alterations
19. Planning Acts
20. Statutory Obligations
21. Access of Landlord and Notice to Repair
22. Dealing
23. Signs and Advertisements
24. Temporary Buildings
25. Notices Specifying Breach
26. Indemnities
27. Reletting Boards
28. Landlord's Rights
29 . Plans
30. Encroachment
31. Yield Up
32. Licence Fees
33. Interest on Arrears
34. Registration of Documents
35. Sale of Reversion
36. Notices
V. The Landlord's Covenants
1. Quiet Enjoyment
2. Insurance
<PAGE>
Dated the 26 day of May 1997.
BETWEEN
CLYBAUN CONSTRUCTION LIMITED
Landlord
SAVILLE SYSTEMS PLC.,
Tenant
L E A S E
Kieran Murphy & Co.,
Solicitors,
9 The Crescent,
Galway.
Ref: B153.90/KM/DL
14/2/1997
EXHIBIT 11.0
SAVILLE SYSTEMS PLC
FORM 10-Q REPORT
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
Calculation of Shares Used in Determining
Net Income Per Share (1)
(unaudited)
(in thousands, except per share data)
<TABLE>
Three months ended Nine months ended
Sept.30 Sept.30 Sept.30 Sept.30
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net income ........................................ $ 6,284 $ 3,311 $16,127 $ 7,915
Weighted average share and share equivalents:
Ordinary shares .............................. 36,965 35,542 36,541 35,293
Non-qualified share options .................. 2,632 2,554 2,552 2,457
39,597 38,096 39,093 37,750
Net Income per share (2) .......................... $ 0.16 $ 0.09 $ 0.41 $ 0.21
</TABLE>
(1) This Exhibit should be read in connection with "Net Income per share"
in Note 3 of the notes to the consolidated interim financial statements.
(2) The calculation of fully diluted earnings per share is equivalent to
the primary earnings per share for the periods presented.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S.
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-START> JUL-01-1997 JAN-01-1997
<PERIOD-END> SEP-30-1997 SEP-30-1997
<EXCHANGE-RATE> 1 1
<CASH> 34,524 34,524
<SECURITIES> 22,004 22,004
<RECEIVABLES> 29,834 29,834
<ALLOWANCES> 1,760 1,760
<INVENTORY> 0 0
<CURRENT-ASSETS> 87,702 87,702
<PP&E> 9,492 9,492
<DEPRECIATION> 2,313 2,313
<TOTAL-ASSETS> 94,881 94,881
<CURRENT-LIABILITIES> 23,063 23,063
<BONDS> 0 0
0 0
48 48
<COMMON> 93 93
<OTHER-SE> 71,371 71,371
<TOTAL-LIABILITY-AND-EQUITY> 94,881 94,881
<SALES> 0 0
<TOTAL-REVENUES> 28,581 74,204
<CGS> 0 0
<TOTAL-COSTS> 12,617 33,042
<OTHER-EXPENSES> 7,131 18,430
<LOSS-PROVISION> 396 1,010
<INTEREST-EXPENSE> 7 14
<INCOME-PRETAX> 8,430 21,708
<INCOME-TAX> 2,096 5,416
<INCOME-CONTINUING> 6,284 <F1> 16,127 <F1>
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 6,284 16,127
<EPS-PRIMARY> 0.16 0.41
<EPS-DILUTED> 0.16 0.41
<FN>
<F1> After deducting minority interest of 50 and 165, respectively
</FN>
</TABLE>
