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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the transition period from ___ to ___
COMMISSION FILE NUMBER 0-27555
ILLUMINET HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware 36-4042177
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
4501 Intelco Loop, Lacey, Washington 98503
(Address of principal executive office) (Zip code)
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(360) 493-6000
(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 past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
At August 1, 2000, 31,851,303 shares of Common Stock, $0.01 par value per share
were outstanding.
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ILLUMINET HOLDINGS, INC.
FORM 10-Q
INDEX
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Page
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PART I: FINANCIAL INFORMATION
ITEM 1: Financial Statements
Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999 1
Consolidated Statements of Income for the three months and six months ended June 30, 2000 and 1999 2
Consolidated Statements of Cash Flows for the six months ended June 30, 2000 and 1999 3
Notes to Consolidated Financial Statements - June 30, 2000 4
ITEM 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 9
ITEM 3: Quantitative and Qualitative Disclosures about Market Risk 21
PART II: OTHER INFORMATION
ITEM 1: Legal Proceedings 22
ITEM 2: Changes in Securities and Use of Proceeds 22
ITEM 3: Defaults Upon Senior Securities 22
ITEM 4: Submission of Matters to a Vote of Security Holders 22
ITEM 5: Other Information 22
ITEM 6: Exhibits and Reports on Form 8-K 22
SIGNATURES 23
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PART I
FINANCIAL INFORMATION
ITEM 1: Financial Statements
ILLUMINET HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
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JUNE 30, DECEMBER 31,
2000 1999
--------- ---------
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ASSETS
Current assets:
Cash and cash equivalents ...................................... $ 24,540 $ 24,223
Available-for-sale securities .................................. 82,234 79,738
Accounts receivable, less allowance for doubtful accounts
of $2,137 ($1,944 in 1999) .................................. 34,870 35,942
Deferred income taxes .......................................... 1,783 1,783
Prepaid expenses and other ..................................... 2,748 2,039
--------- ---------
Total current assets ................................... 146,175 143,725
Property and equipment, net ...................................... 52,931 51,095
Computer software product costs, less accumulated
amortization of $2,626 ($2,345 in 1999) ........................ 233 513
Other assets ..................................................... 1,478 1,797
--------- ---------
Total assets ........................................... $ 200,817 $ 197,130
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable and accrued expenses .................... $ 13,316 $ 13,644
Due to customers ............................................... 14,938 16,133
Income taxes payable ........................................... 1,597 1,988
Current portion of obligations under capital leases ............ 2,654 2,653
Current portion of long-term debt .............................. 957 1,430
--------- ---------
Total current liabilities .............................. 33,462 35,848
--------- ---------
Deferred income taxes ............................................ 5,116 5,116
Obligations under capital leases, less current portion ........... 3,772 5,101
Long-term debt, less current portion ............................. 5,526 11,478
Convertible Redeemable Preferred Stock ........................... -- 4,071
Stockholders' equity:
Preferred Stock, par value $.01 per share, authorized
100,000 shares, 4,416 shares designated as Series A, none
outstanding and 7,000 shares designated as Series B, none
outstanding ................................................. -- --
Common Stock, par value $.01 per share, authorized
150,000,000 shares, issued and outstanding 31,835,303
(4,485,000 in 1999) ......................................... 318 57
Class A Common Stock, par value $.01 per share, authorized
7,200,000 shares, none outstanding (6,344,134 in 1999) ...... -- 63
Common Stock Warrants .......................................... -- 1,521
Additional paid-in capital ..................................... 106,494 105,560
Deferred stock-based compensation .............................. (3,263) (3,885)
Retained earnings .............................................. 49,392 32,200
--------- ---------
Total stockholders' equity ............................. 152,941 135,516
--------- ---------
Total liabilities and stockholders' equity ............. $ 200,817 $ 197,130
========= =========
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1
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ILLUMINET HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
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THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------------- ----------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
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Revenues:
Network services ...................... $ 34,290 $ 25,433 $ 67,234 $ 48,748
Clearinghouse services ................ 1,449 1,513 2,764 3,052
Network usage software applications ... 518 271 788 502
------------ ------------ ------------ ------------
Total revenues ................ 36,257 27,217 70,786 52,302
Expenses:
Carrier costs ......................... 6,813 7,515 13,325 14,460
Operating ............................. 9,612 8,439 18,776 15,978
Selling, general and administrative ... 5,062 3,996 9,950 7,698
Depreciation and amortization ......... 3,805 3,152 7,448 5,903
Merger costs .......................... 3,353 -- 3,353 --
------------ ------------ ------------ ------------
Total expenses ................ 28,645 23,102 52,852 44,039
------------ ------------ ------------ ------------
Operating income ........................ 7,612 4,115 17,934 8,263
Interest income ......................... 1,871 150 3,671 428
Interest expense ........................ (385) (532) (756) (1,016)
------------ ------------ ------------ ------------
Income before income taxes .............. 9,098 3,733 20,849 7,675
Income tax provision .................... 4,851 1,396 9,319 2,888
------------ ------------ ------------ ------------
Net income .............................. $ 4,247 $ 2,337 $ 11,530 $ 4,787
============ ============ ============ ============
Earnings per share -- basic ............. $ 0.13 $ 0.09 $ 0.36 $ 0.19
============ ============ ============ ============
Earnings per share -- diluted ........... $ 0.12 $ 0.08 $ 0.33 $ 0.16
============ ============ ============ ============
Weighted-average common shares -- basic . 31,189,663 22,719,619 31,151,949 22,718,151
============ ============ ============ ============
Weighted-average common shares -- diluted 33,548,112 27,935,313 33,530,380 27,893,165
============ ============ ============ ============
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2
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ILLUMINET HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
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SIX MONTHS ENDED
JUNE 30,
--------------------------
2000 1999
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Operating activities:
Net income .......................................................... $ 11,530 $ 4,787
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization ....................................... 7,448 5,903
Stock-based compensation expense .................................... 571 170
Deferred income taxes ............................................... -- 1,312
Change in:
Accounts receivable .............................................. 1,072 (4,220)
Trade accounts payable and accrued expenses ...................... (719) (1,396)
Due to customers ................................................. (1,195) (23)
Other ............................................................ (390) 171
-------- --------
Net cash provided by operating activities ........................... 18,317 6,704
-------- --------
Investing activities:
Purchase of investments ............................................. (2,496) --
Capital purchases ................................................... (9,004) (5,040)
-------- --------
Net cash used in investing activities ............................ (11,500) (5,040)
-------- --------
Financing activities:
Proceeds from issuance of notes payable ............................. 3,303 5,358
Proceeds from issuance of Common Stock .............................. 1,253 10
Principal payments on notes payable and capital leases .............. (11,056) (8,632)
-------- --------
Net cash used in financing activities ............................ (6,500) (3,264)
-------- --------
Net increase (decrease) in cash and cash equivalents .................. 317 (1,600)
Cash and cash equivalents at:
Beginning of period ................................................. 24,223 13,589
-------- --------
End of period ....................................................... $ 24,540 $ 11,989
======== ========
Supplemental cash flow disclosure:
Income taxes paid ................................................... $ 9,660 $ 2,577
======== ========
Interest paid, net .................................................. $ 812 $ 740
======== ========
Capital acquisitions financed through capital leases ................ $ -- $ 2,530
======== ========
Dividends and accretion on Convertible Redeemable
Preferred Stock ................................................. $ 427 $ 414
======== ========
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3
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ILLUMINET HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
Illuminet Holdings, Inc. and its wholly-owned subsidiaries Illuminet,
Inc. and National Telemanagement Corporation (collectively referred to as "the
Company") are engaged in the business of developing, managing and marketing a
Signaling System 7 ("SS7") network and related products and services based on
SS7 technology to the entire telecommunications marketplace. SS7 is a
telecommunications industry-standard system of protocols and procedures that is
used to control telephone communications and provide routing information in
association with vertical calling features, such as calling card validation,
advanced intelligent network services, local number portability, wireless
services, toll-free number database access, and caller identification.
Additionally, the Company provides advanced database services, prepaid wireless
account management and unregistered wireless roaming services,
billing-and-collection services, calling card services, and network usage
software applications to a range of telephone companies as well as interexchange
carriers, operator service providers and other telecommunications companies and
providers of telecommunications services.
The Company has its corporate headquarters and a portion of its
operations located in Lacey, Washington; a network control center and related
operations located in Overland Park, Kansas; a prepaid wireless account
management services center in Dallas, Texas; and additional SS7 Signal Transfer
Points located in Rock Hill, South Carolina; Mattoon, Illinois; Las Vegas,
Nevada; Akron, Pennsylvania, and Waynesboro, Virginia.
Illuminet Holdings, Inc. (formerly USTN Holdings, Inc. through May 1997)
and Illuminet, Inc. (formerly USTN Services, Inc. through May 1997) were
incorporated in the State of Delaware on August 2, 1995.
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The consolidated financial statements of the Company as of June 30, 2000
and for the three months and six months ended June 30, 2000 and 1999 presented
in this Form 10-Q are unaudited, and in the opinion of management, reflect all
adjustments (consisting only of normal recurring adjustments) necessary for the
fair presentation of the Company's financial position, results of its operations
and its cash flows for each period presented. All significant intercompany
balances and transactions have been eliminated in consolidation. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission. The Company believes that the disclosures made are adequate
to make the information presented not misleading. The results of the interim
periods are not necessarily indicative of future results. These consolidated
financial statements and notes thereto should be read in conjunction with the
Company's Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on March 14, 2000.
On June 30, 2000, pursuant to a Merger Agreement dated June 12, 2000
among Illuminet Holdings, Inc., Illuminet Telemanagement, Inc., a wholly-owned
subsidiary of the Company, and National Telemanagement Corporation ("NTC"),
Illuminet Telemanagement, Inc. merged with and into NTC. NTC, which has its
entire operations in Dallas, Texas, develops, markets, and provides a variety of
telecommunications services including prepaid wireless account management and
unregistered wireless roaming services to the wireless telephone industry. These
services are provided to telecommunications carriers throughout North America
and the Caribbean.
In connection with the merger, the Company issued 1,888,944 shares of
common stock in exchange for all outstanding preferred stock and common stock of
NTC and assumed all outstanding options of NTC, resulting in the issuance of
options to purchase up to 80,297 shares of the Company's common stock. This
transaction has been accounted for as a pooling-of-interests. These consolidated
financial statements have been prepared to reflect the restatement of all
periods presented to include the accounts of NTC. The historical results of the
pooled entities reflect each of their actual operating cost structures and, as a
result, do not necessarily reflect the cost structure of the newly combined
entity.
CASH EQUIVALENTS
4
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The Company considers all highly liquid investments of operating cash,
defined as funds generated from ongoing business operations, with original
maturities of three months or less at purchase to be cash equivalents. Cash
equivalents consist of money market funds and commercial paper that are stated
at cost, which approximates fair value. At December 31, 1999, such investments
included $20.3 million invested in a money market fund consisting of direct
obligations of the U.S. Treasury and repurchase agreements collateralized by
such obligations of the U.S. Treasury and $3.1 million invested in a fund
collateralized by commercial paper investments.
AVAILABLE-FOR-SALE SECURITIES
The Company considers the investment of the proceeds and related
interest earnings from its initial public offering to be available-for-sale
securities. Investments classified as available-for-sale securities are reported
at fair value with unrealized gains and losses excluded from earnings and
recorded net of deferred taxes directly to stockholders' equity as accumulated
other comprehensive income. At December 31, 1999, such investments included, at
market value, $69.7 million invested in commercial paper with an average of 59
days to maturity and $10.0 million invested in demand notes. There were not any
gross unrealized holding gains or losses at December 31, 1999 and June 30, 2000.
ACCOUNTS RECEIVABLE AND CONCENTRATIONS OF CREDIT RISK
One of the Company's services involves providing a clearinghouse
function for toll collected by telephone companies on behalf of other
telecommunications service providers. At December 31, 1999, accounts receivable
included $9.0 million of such toll amounts due from telephone companies. Related
amounts due to customers included $11.8 million for amounts owed to such service
providers. Accounts receivable from these companies are uncollateralized;
however, uncollected amounts may be offset against amounts otherwise due to
service providers.
Concentration of credit risk with respect to trade receivables is
limited due to the diversity of the customer base and geographic dispersion, and
is evidenced by a history of minimal customer account write-offs.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation is provided
using the straight-line method over the estimated useful lives of the assets.
Estimated useful lives for property and equipment are as follows:
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Corporate headquarters building 31.5 years
Network assets 5 to 10 years
Office equipment and systems 5 to 20 years
Furniture and fixtures 5 to 15 years
Computer equipment and software 3 to 5 years
Leasehold improvements 5 years
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When depreciable assets are retired or otherwise disposed of, the
related costs and accumulated depreciation are removed from the respective
accounts, and any gains or losses on disposition are recognized in income.
Property and equipment and liabilities under capital leases are recorded
at the lower of the fair value of the asset or the present value of the minimum
lease payments. Interest rates on capitalized leases are imputed based on the
lower of the Company's incremental borrowing rate at the inception of each lease
or the lessor's implicit rate of return. Depreciation on the leased assets is
included in depreciation expense, and is provided using the straight-line method
over the estimated useful lives of the assets.
CAPITALIZED SOFTWARE
Computer software product costs represent capitalized costs incurred for
development of software products after the technological feasibility of the
product is established. Costs incurred prior to that date are expensed. The
annual amortization is determined on a product-by-product basis as the greater
of the amount computed using (a) the ratio that current gross revenues for a
product bear to the total of current and anticipated future gross revenues for
that product, or (b) the straight-line method over the remaining estimated
economic life of the product. Amortization starts when the product is available
for general release to customers.
5
<PAGE> 8
IMPAIRMENT OF LONG-LIVED ASSETS
Long-lived assets consist of intangible assets and certain capital
assets. An impairment is considered to have occurred when the carrying value of
the asset is considered not to be recoverable. The carrying value of these
assets is regularly reviewed to verify that they are valued properly. When there
are adverse changes in facts and circumstances that suggest that the value has
been impaired, an assessment is made of future cash flows and the carrying value
of the related assets will be reduced appropriately to their fair value based on
current market values. When market values are not available, the fair value will
be determined based on other valuation techniques such as estimated future cash
flows.
REVENUE RECOGNITION
The Company recognizes revenue as the related services are performed.
Network services revenues are comprised of network connectivity revenues and
intelligent network service revenues. Network connectivity revenues are derived
from establishing and maintaining connection to the Company's SS7 network and
trunk signaling services. Revenues from network connectivity consist primarily
of monthly recurring fees, and trunk signaling services revenues are charged
monthly based on the number of switches to which a customer signals. The initial
connection fee and related costs are deferred and recognized over the term of
the arrangement. Intelligent network services, which include calling card
validation, local number portability, wireless services, toll-free database
access, and caller identification are derived primarily from database
administration and database query services and are charged on a per-use or
per-query basis. Prepaid wireless account management services and unregistered
wireless roaming services are based on the net revenue retained by the Company
and recognized in the period in which such calls are processed by the Company on
a per-minute or per-call basis.
Clearinghouse services revenues are derived primarily from serving as a
distribution and collection point for billing information and payment collection
for services provided by one carrier to customers billed by another.
Clearinghouse revenues are earned based on the number of messages processed.
Network usage software applications revenues are comprised of sales of
software and software maintenance services. Revenues on sales of software are
recognized when an arrangement exists, the price is fixed and determinable, the
related amounts are collectible, and the software has been delivered and all
customer acceptance requirements, if any, have been met. Revenues on software
maintenance are recognized on a monthly basis over the term of the maintenance
arrangement.
In 1999, the Company earned approximately 12% of its revenues from AT&T
and its affiliates with no single affiliate contributing more than 7% of total
revenue.
STOCK-BASED COMPENSATION
The Company has elected to apply the disclosure-only provisions of the
Financial Accounting Standards Board ("FASB") Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("Statement 123").
Accordingly, the Company accounts for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25"). Compensation expense for
stock options is measured as the excess, if any, of the fair value of Common
Stock and Class A Common Stock at the measurement date over the stock option
exercise price. Statement 123 requires companies that continue to follow APB 25
to provide pro forma disclosure of the impact of applying the fair value method
of Statement 123.
INCOME TAXES
The Company provides for income taxes under the liability method,
whereby deferred tax assets and liabilities are determined based on differences
between financial reporting and tax bases of assets and liabilities and are
measured using enacted tax rates and laws that will be in effect when the
differences are expected to reverse. A valuation allowance against deferred tax
assets is recorded if, based on the weight of available evidence, it is more
likely than not that some of or all of the deferred tax assets will not be
realized.
EARNINGS PER SHARE
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The computation of earnings per share-basic is based on net income
available to common shareholders and the weighted-average number of outstanding
common shares, including Class A Common Stock. The computation of earnings per
share-diluted includes the dilutive effect, if any, of outstanding Series A
Preferred Stock, Convertible Redeemable Preferred Stock, and convertible
debentures calculated using the as if converted method, and Common Stock
options, Class A Common Stock options and Common Stock Warrants calculated using
the treasury stock method. Effective with Illuminet's initial public offering on
October 7, 1999, all shares of outstanding Series A Preferred Stock
automatically converted into common stock and all common stock outstanding
immediately prior to the initial public offering was renamed to Class A Common
Stock. Each share of Class A Common Stock automatically converted into four
shares of Common Stock on April 5, 2000. All share and per share amounts have
been restated to reflect the conversion of the Class A Common Stock into Common
Stock at the beginning of each period presented.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
SEGMENT INFORMATION
In June 1997, FASB issued Statement of Financial Accounting Standards
No. 131, "Disclosure About Segments of an Enterprise and Related Information"
("Statement 131"), effective for financial statements for fiscal years beginning
after December 15, 1997. Statement 131 establishes standards for the reporting
by public business enterprises of financial and descriptive information about
reportable operating segments in annual financial statements and interim
financial reports issued to stockholders. The Company primarily provides
services to companies in the telecommunications industry that are located
throughout the United States and considers all of its operations as one segment
because expenses support multiple products and services. Revenues are reported
separately for network services, clearinghouse services and network usage
software applications. No segment information is provided to the chief operating
decision maker for expenses, operating income, total assets, depreciation, or
capital purchases.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, FASB issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities," which
establishes standards for the recognition, measurement, and reporting of
derivatives and hedging activities and is effective for the Company's year
ending December 31, 2000. The Company anticipates that the adoption of this new
accounting standard will not have a material impact on its consolidated
financial statements, but continues to evaluate that impact.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin Number 101, "Revenue Recognition in Financial Statements"
("SAB 101"). This summarized certain areas of the staff's views in applying
generally accepted accounting principles as it applies to revenue recognition.
The Company believes that its revenue recognition principles comply with SAB
101, but will continue to evaluate interpretations of SAB 101.
RECLASSIFICATIONS
Certain reclassifications to the 1999 financial statements have been
made to conform to the 2000 presentation.
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NOTE 2. EARNINGS PER SHARE
The following table sets forth the computation of earnings per
share-basic and diluted (in thousands, except share and per share amounts):
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THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------------- --------------------------------
2000 1999 2000 1999
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Numerator:
Net income .................................... $ 4,247 $ 2,337 $ 11,530 $ 4,787
Accretion of redemption value and
cumulative dividends of Convertible
Redeemable Preferred Stock ................. (202) (207) (404) (414)
------------ ------------ ------------ ------------
Numerator for earnings per share-basic --
Income available to common stockholders ....... 4,045 2,130 11,126 4,373
Effect of dilutive securities - Debenture
interest, net of tax ....................... -- 94 -- 194
------------ ------------ ------------ ------------
Numerator for earnings per share-diluted
-- net income after assumed conversions .... $ 4,045 $ 2,224 $ 11,126 $ 4,567
============ ============ ============ ============
Denominator:
Denominator for earnings per share-basic --
weighted-average shares ..................... 31,189,663 22,719,619 31,151,949 22,718,151
Weighted-average effect of dilutive securities:
Stock options .............................. 1,944,353 908,906 1,964,335 855,510
Stock warrants ............................. 414,096 414,096 414,096 414,096
Debentures ................................. -- 3,072,816 -- 3,085,532
Series A Stock ............................. -- 819,876 -- 819,876
------------ ------------ ------------ ------------
Dilutive potential common shares ........... 2,358,449 5,215,694 2,378,431 5,175,014
------------ ------------ ------------ ------------
Denominator for earnings per share-diluted
- adjusted weighted-average shares and
assumed conversions ......................... 33,548,112 27,935,313 33,530,380 27,893,165
============ ============ ============ ============
Earnings per share-- basic ...................... $ 0.13 $ 0.09 $ 0.36 $ 0.19
============ ============ ============ ============
Earnings per share-- diluted .................... $ 0.12 $ 0.08 $ 0.33 $ 0.16
============ ============ ============ ============
</TABLE>
NOTE 3. LONG-TERM DEBT
On June 22, 2000, the Company entered into an agreement with Bank of
America to provide a line of credit and capital expenditure loan facilities. The
line of credit is a $10.0 million, unsecured loan with a three year term, with a
one year extension available at the end of the second year. The capital
expenditure facility is a $15.0 million, unsecured loan with a five year term.
The loans bear interest at the lesser of the bank's prime lending rate or LIBOR
plus 1.375% to 1.75%, depending on the Company's trailing twelve month earnings
before interest, taxes, depreciation and amortization ("EBITDA"), and contain
certain covenants.
In connection with the line of credit agreement with Bank of America,
the available borrowings under a line of credit and notes agreements with the
Rural Telephone Finance Cooperative ("RTFC") were cancelled and the liens held
on the Company's assets under the RTFC note agreements were released. The
borrowings outstanding under the RTFC note agreements will be secured by a first
trust deed on the Company's building and land located in Lacey, Washington.
8
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
You should read the following discussion and analysis of our financial
condition and the results of our operations together with our consolidated
financial statements and the notes to those financial statements included
elsewhere in this 10-Q. The following discussion reflects the retroactive
restatement of our accounts to reflect our transaction with National
Telemanagement Corporation, which was accounted for as a pooling of interests.
Except where noted, this restatement did not materially affect our historical
financial condition and results of operations as it relates to our management's
discussion and analysis. This discussion contains, in addition to historical
information, forward-looking statements that involve risks and uncertainties.
Our actual results could differ materially from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below under
"Forward Looking Statements". We disclaim any obligation to update information
contained in any forward-looking statement.
OVERVIEW
We operate the largest unaffiliated SS7 network in the United States and
are a leading provider of complementary intelligent network and SS7 services to
telecommunications carriers. Connection to our network gives carriers access to
the system of signaling networks of nearly the entire U.S. public-switched
telecommunications infrastructure through a single source.
SS7 is the industry standard used by almost every switched telephone
network operator in the United States and Canada to identify available network
routes and designate the circuits to be used for each individual telephone call.
SS7 networks also provide access to intelligent network services, such as caller
identification, calling card validation and other specialized database access
functions, all of which are performed in the seconds it takes to complete a
call. SS7 networks are specialized packet-switched data networks that provide
these control functions and services in parallel with separate voice networks.
Our SS7 network is composed of specialized SS7 switches, sophisticated
computers and databases strategically located across the country. These elements
interconnect our customers and all of the largest U.S. telecommunications
carriers through leased lines. Our SS7 network serves more than 700 network
services customers, including incumbent local exchange carriers, competitive
local exchange carriers, long distance companies, wireless telecommunications
providers and Internet service providers.
RECENT DEVELOPMENTS
On June 30, 2000, we completed our transaction with National
Telemanagement Corporation ("NTC"). NTC is a developer and provider of advanced
applications for the wireless communications industry, including prepaid
wireless account management and unregistered wireless roaming services. NTC's
account management and services enable wireless network providers to offer a
wide variety of features intended to control costs and manage usage, including
roaming management, multiple rate plans, call blocking, account history and
calling pattern monitoring. These services also allow wireless providers to
instantly calculate a customer's account balance, while providing for automatic
debiting and replenishment of customer accounts.
For the year ended December 31, 1999, NTC reported net revenues of $16.1
million and net income of $630,000. Between December 31, 1998 and December 31,
1999, NTC's net revenues increased 56%, and for the quarters ended June 30,
1999 and June 30, 2000, its net revenues increased 46%. In connection with the
merger, we issued 1,888,944 million shares of common stock and options to
purchase up to 80,297 shares of common stock to NTC stockholders and employees.
The transaction has been accounted for as a pooling of interests.
PRODUCTS AND SERVICES
Our products and services can be grouped into three general categories:
- network services, which includes (1) SS7 connectivity, switching
and the transport of messages used to route calls and query
databases, (2) intelligent network services, such as database
access, including local number portability and support for
roaming between carriers, and (3) prepaid wireless account
management and unregistered wireless roaming services;
- clearinghouse services that facilitate payments among
telecommunications carriers; and
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- network usage software applications.
Our SS7 network connectivity, switching and transport services provide
telecommunications carriers access to the signaling networks of nearly the
entire U.S. public-switched telecommunications infrastructure through a single
source. Once connected, customers use our SS7 network to route and complete
voice and data transmissions and access related and complementary services and
applications available from us or from third-party vendors. Once a customer is
connected to our SS7 network, we continue to provide support services to
maintain and upgrade its connection on a 24 hour a day, seven day a week basis.
Intelligent network services encompass a number of database query
functions, including caller identification, toll-free calling, calling card
validation, local number portability and seamless wireless roaming. Each of
these services uses our SS7 network to access databases, some maintained by us
and others maintained by third parties.
Prepaid wireless account management and unregistered wireless roaming
services include providing a prepaid wireless billing service that charges and
replenishes the customer's personal prepaid account and services that provide
access to roaming for unregistered users which allows such users to debit their
personal prepaid account while roaming or use an alternative payment method such
as a credit card for calls without live operator intervention.
Our clearinghouse services include serving as a distribution and
collection point for billing information and payment collection for services
provided by one carrier to customers billed by another. For example, we receive
a monthly report from a long distance carrier detailing the long distance calls
made by the customers of another carrier. We prepare statements to each billing
carrier of its customers' usage, which the billing carrier then uses to bill its
customers. The billing carrier remits the payments received from its customers
to us. We aggregate these payments and remit them to the long distance carrier,
net of our servicing fee.
Network usage software applications are commercial applications derived
primarily from software we developed to create billing data for the use of our
SS7 network and services. This software is licensed to carriers and allows them
to create billing data to bill another carrier for use of their signaling
network or their underlying public-switched telecommunications network.
REVENUES
Our revenues primarily come from the sale of network services, including
SS7 connectivity, switching and transport, the provision of intelligent network
services, and the provision of prepaid wireless account management and
unregistered roaming services. To a much lesser extent, we derive revenues from
our clearinghouse services and network usage software applications.
Customers generally are charged for connections to our SS7 network on a
monthly "per link" basis. If we provision the network facilities that provide
their connections to our network, they pay us for establishing the initial
connections that link them to our network and pay a separate monthly fee to
maintain those links. We generally price these connectivity links on a cost-plus
basis based on our facility lease costs. In addition, customers are charged for
network switching (the transmission of signaling traffic throughout the network)
based on the number of switches to which they signal.
Our intelligent network services are delivered through our SS7 network
and a substantial majority of our customers purchase both SS7 network
connections and intelligent network services. Our intelligent network services
fall into two general categories: database administration and database query
services. In addition to paying monthly fees for SS7 connectivity, our customers
pay a per-use or per-query fee for database services. For example, we price
local number portability service order administration on a per-ported number
basis, and obtain volume-based revenue for accessing the local number
portability database on a per-query basis.
Our prepaid wireless account management services revenues are based on
either a per minute basis, where we make a percentage of every minute paid for
and used, or on a percentage of monthly access fees regardless of usage. The
unregistered wireless roaming service revenue is based on the number of
completed calls times a rate per call plus a per minute rate for call duration,
net of carrier charges.
Clearinghouse services are provided on a per message billed basis. Our
revenues vary based on the number of messages provided to us by
telecommunications companies and other message providers for aggregation and
distribution by us to the carrier who will bill to and collect from its
customers. Clearinghouse services are relatively mature, are showing a decline
in the number of messages processed, and are experiencing competitive pricing
pressures.
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Revenues from network usage software applications are derived from
licenses of our software products and continuing software maintenance fees.
These products have a long sales cycle, with each individual license normally
contributing significant revenue to the product line. Therefore, these revenues
may change significantly from period to period. However, new sales opportunities
for these products in their current form are limited, as many of the customers
in the top tier market, consisting primarily of regional Bell operating
companies, have already licensed our product.
The table below indicates the portion of our revenues attributable to
network services, clearinghouse services and network usage software applications
for the three months ended June 30, 2000 and 1999 and the first six months of
2000 and 1999, together with the percentage change in revenues.
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
---------------------------------------- -------------------------------------
2000 1999 % CHANGE 2000 1999 % CHANGE
---- ---- -------- ---- ---- --------
($ IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Network services ..... $ 34,290 $ 25,433 35% $ 67,234 $ 48,748 38%
Clearinghouse services 1,449 1,513 (4) 2,764 3,052 (9)
Network usage software
applications ....... 518 271 91 788 502 57
-------- -------- -------- --------
$ 36,257 $ 27,217 33% $ 70,786 $ 52,302 35%
======== ======== ======== ========
</TABLE>
EXPENSES
Our costs and expenses, which we do not attribute directly to individual
product lines, consist generally of the following:
- Carrier costs, which include recurring payments to
telecommunications carriers for leased lines and signal transfer
point ports. These lines and ports provide connections (1)
between our customers and our network, (2) among our own network
locations and (3) between our network and nearly all other SS7
networks in the United States. Cost of links and ports to our
customers is variable, relating directly to the number of links
and ports we provide to our customers. Cost of links and ports
among our own network locations and to other SS7 networks is
primarily fixed. We generally lease lines and ports under
tariffs with volume discounts;
- Operating expenses, which include the cost of providing network
services, clearinghouse services and network usage software
applications. Such costs primarily include personnel costs and
hardware and software maintenance costs to monitor and maintain
our network 24 hours a day, seven days a week, maintain and
operate our databases, process our clearinghouse messages, and
develop and maintain our network usage software applications;
- Selling, general and administrative, which consist primarily of
executive, sales and marketing and administrative personnel and
professional services expense;
- Depreciation and amortization, which relate primarily to our
installed network equipment, our computer hardware and software,
our corporate facilities and our network usage software
applications; and
- Merger costs reflect the direct expenses associated with the
NTC transaction.
The table below indicates our expenses for the three months ended June
30, 2000 and 1999 and the first six months of 2000 and 1999, together with the
percentage change in expenses.
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
------------------------------------ --------------------------------------
2000 1999 % CHANGE 2000 1999 % CHANGE
---- ---- -------- ---- ---- --------
($ IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Carrier costs............ $6,813 $7,515 (9)% $13,325 $14,460 (8)%
Operating................ 9,612 8,439 14 18,776 15,978 18
Selling, general and
administrative........ 5,062 3,996 27 9,950 7,698 29
Depreciation and
amortization.......... 3,805 3,152 21 7,448 5,903 26
Merger costs............. 3,353 -- 100 3,353 -- 100
------- ------- ------- -------
$28,645 $23,102 24% $52,852 $44,039 20%
======= ======= ======= =======
</TABLE>
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RESULTS OF OPERATIONS
The table below indicates the results of our operations expressed as a
percentage of total revenues. The historical results are not necessarily
indicative of results to be expected for any future period.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------- -----------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Network services .................. 95% 93% 95% 93%
Clearinghouse services ............ 4 6 4 6
Network usage software applications 1 1 1 1
---- ---- ---- ----
Total revenues ................. 100 100 100 100
Expenses:
Carrier costs ..................... 19 28 19 28
Operating ......................... 27 31 27 30
Selling, general and administrative 14 15 14 15
Depreciation and amortization ..... 10 11 10 11
Merger costs ...................... 9 -- 5 --
---- ---- ---- ----
Total expenses ................. 79 85 75 84
---- ---- ---- ----
Operating income .................... 21 15 25 16
Interest income ..................... 5 1 5 1
Interest expense .................... (1) (2) (1) (2)
---- ---- ---- ----
Income before income taxes .......... 25 14 29 15
Income tax provision ................ 13 5 13 6
---- ---- ---- ----
Net income .......................... 12% 9% 16% 9%
==== ==== ==== ====
</TABLE>
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THE THREE MONTHS AND
SIX MONTHS ENDED JUNE 30, 1999
REVENUES
Network services. Network services revenues, comprised of revenues from
network connectivity, which includes message switching and transport,
intelligent network services, and prepaid wireless and unregistered user
services, increased by $8.9 million, or 35%, to $34.3 million for the three
months ended June 30, 2000 from $25.4 million for the same period in 1999, and
by $18.5 million, or 38%, to $67.2 million for the six months ended June 30,
2000 from $48.7 million for the same period in 1999. These increases were due to
increased customer connections and signaling across our network, substantial
growth in queries processed in the line information, caller identification or
calling name delivery and toll-free databases, increased market penetration by
our calling name delivery customers, growth in the amount of toll-free numbers,
the continued rollout of local number portability, and increases in the
subscriber base for prepaid wireless account management services and
unregistered wireless roaming services.
Network connectivity revenues increased by $2.6 million, or 22%, to
$14.5 million for the three months ended June 30, 2000 from $11.9 million for
the same period in 1999, and by $6.2 million, or 27%, to $28.8 million for the
six months ended June 30, 2000 from $22.6 million for the same period in 1999.
Intelligent network services revenues increased by $4.6 million, or 47%, to
$14.4 million for the three months ended June 30, 2000 from $9.8 million for the
same period in 1999, and by $8.8 million, or 46%, to $27.7 million for the six
months ended June 30, 2000 from $18.9 million for the same period in 1999. These
changes reflect the overall growth in our customer base and higher caller
information services volume as we obtained access to additional caller
information maintained in third-party databases. The remainder of these
increases was due to continued growth in local number portability volume, offset
by competitive pricing pressures for database access. Prepaid wireless account
management services and unregistered wireless roaming services increased by $1.7
million, or 46%, to $5.4 million for the three months ended June 30, 2000 from
$3.7 million for the same period in 1999, and by $3.5 million, or 49%, to $10.7
million for the six months ended June 30, 2000 from $7.2 million for the same
period in 1999, reflecting increases in carrier customers, market coverage, and
subscriber base.
Clearinghouse services. Clearinghouse services revenues decreased by $0.1
million, or 4%, to $1.4 million for the three months ended June 30, 2000 from
$1.5 million for the same period in 1999, and by $0.3 million, or 9%, to $2.8
million for the six months ended June 30, 2000 from $3.1 million for the same
period in 1999. The decrease was caused by a continued decline in the number of
messages processed and competitive pricing pressures. Although the clearinghouse
industry continues to experience some residual negative impact from
interexchange carriers switching the preferred carrier information on a
customer's account without the customer's knowledge or approval, and unexpected
charges being billed on a customer's account, we do not expect this to have a
material impact on our revenues in the future.
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<PAGE> 15
Network usage software applications. Network usage software applications
revenues increased by $0.2 million, or 91%, to $0.5 million for the three months
ended June 30, 2000 from $0.3 million for the same period in 1999, and by $0.3
million, or 57%, to $0.8 million for the six months ended June 30, 2000 from
$0.5 million for the same period in 1999. The increase was due to the
recognition of licensing revenue during the three months ended June 30, 2000.
New sales opportunities for these products in their current form are limited, as
many of the customers in the top tier market, consisting primarily of regional
Bell operating companies, have already licensed our product. Therefore, revenues
may vary significantly from period to period, depending on the mix of license
and maintenance fees in any given period.
EXPENSES
Carrier costs. Carrier costs decreased by $0.7 million, or 9%, to $6.8
million for the three months ended June 30, 2000 from $7.5 million for the same
period in 1999, and by $1.2 million, or 8%, to $13.3 million for the six months
ended June 30, 2000 from $14.5 million for the same period in 1999. Carrier
costs decreased as a percentage of revenue as network capacity has been
leveraged to support increasing revenues, and network growth has allowed for the
realization of volume discounts.
Operating. Operating expenses increased by $1.2 million, or 14%, to $9.6
million for the three months ended June 30, 2000 from $8.4 million for the same
period in 1999, and by $2.8 million, or 18%, to $18.8 million for the six months
ended June 30, 2000 from $16.0 million for the same period in 1999. These
increases resulted mainly from higher personnel expenses related to an expansion
of the customer support, operations and engineering functions and increased
maintenance costs for new network and systems hardware and software. During the
six months ended June 30, 1999, we recorded a reserve of $1.0 million for a loss
on a clearinghouse services contract. No reserves were recorded in 2000 as the
issue was resolved in February 2000.
Selling, general and administrative. Selling, general and administrative
expenses increased by $1.1 million, or 27%, to $5.1 million for the three months
ended June 30, 2000 from $4.0 million for the same period in 1999, and by $2.3
million, or 29%, to $10.0 million for the six months ended June 30, 2000 from
$7.7 million for the same period in 1999. These increases were primarily due to
increased incentive compensation expenses and costs associated with being a
public company, including annual report publication and increased professional
services expenses.
Depreciation and amortization. Depreciation and amortization expenses
increased by $0.6 million, or 21%, to $3.8 million for the three months ended
June 30, 2000 from $3.2 million for the same period in 1999, and by $1.5
million, or 26%, to $7.4 million for the six months ended June 30, 2000 from
$5.9 million for the same period in 1999. These increases reflect the
significant investment made in the last two years for network monitoring and
data collection hardware and software, database applications, and signal
transfer point switches.
Merger costs. Merger costs of $3.4 million for the three and six months
ended June 30, 2000 reflect the direct expenses associated with the NTC
transaction.
Interest income. Interest income increased by $1.7 million, to $1.9
million for the three months ended June 30, 2000 from $0.2 million for the same
period in 1999, and by $3.3 million, to $3.7 million for the six months ended
June 30, 2000 from $0.4 million for the same period in 1999. The increase
reflects increased interest income generated by the investment of $78.3 million
of net proceeds from our mid-October 1999 initial public offering and earnings
from higher cash balances generated from operations beginning in mid-1999.
Interest expense. Interest expense decreased by $0.1 million, or 28%, to
$0.4 million for the three months ended June 30, 2000 from $0.5 million for the
same period in 1999, and by $0.2 million, or 26%, to $0.8 million for the six
months ended June 30, 2000 from $1.0 million for the same period in 1999. These
changes reflect reduced interest expense from the conversion of the redeemable
subordinated debentures in October 1999, partially offset by increased interest
expense from capital leases completed in late 1998 and mid-1999.
Income taxes. Income tax expense increased by $3.5 million, or 247%, to
$4.9 million, an effective tax rate of 53%, for the three months ended June 30,
2000 from $1.4 million, an effective tax rate of 37%, for the same period in
1999, and by $6.4 million, or 223%, to $9.3 million, an effective tax rate of
45%, for the six months ended June 30, 2000 from $2.9 million, an effective tax
rate of 38%, for the same period in 1999. These increases were driven by our
increase in income and the effects of the NTC acquisition costs, which are not
tax deductible.
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LIQUIDITY AND CAPITAL RESOURCES
We rely on a combination of cash generated from operations, commercial
borrowings, vendor financing and the issuance of debt and equity securities to
fund our operations and capital needs. Currently, our operating activities
generate positive cash flows. We anticipate continued high levels of investment
in our infrastructure over the next several years to manage increased network
volumes, to enhance customer support systems and to continue to improve network
and service reliability. Additionally, we anticipate continued investments in
the development and acquisition of new services and products related to our
network, database and clearinghouse services in order to address changing
markets and customer needs.
Our working capital (current assets in excess of current liabilities)
was $112.7 million at June 30, 2000. Our cash and cash equivalent balances
included $8.5 million required as working capital to service our clearinghouse
services customers. Clearinghouse funds are received and disbursed on a monthly
basis. The growth in working capital of $4.8 million, or 4%, from $107.9 million
at December 31, 1999, reflects the increase in available-for-sale securities
attributable to interest earnings and decreased payables related to our
clearinghouse services function.
Our property and equipment acquisitions were $9.0 million for the first
six months of 2000. Expenditures for property and equipment are primarily for
network equipment to expand capacity and enhance reliability, including network
monitoring equipment and local number portability service-related assets. We
currently anticipate additional capital expenditures of approximately $16.0
million in the remainder of 2000. These investments will support new product
introductions such as mediation services where we have chosen a platform, are in
the process of developing the offering, and expect to launch service in
September.
On June 22, 2000, we entered into an agreement with Bank of America to
provide a $10 million unsecured line of credit and $15 million unsecured capital
expenditure facility. The line of credit has a three year term, with a one year
extension available at the end of the second year. There were no outstanding
balances on either loan facility at June 30, 2000. The capital expenditure
facility has a five year term. The Rural Telephone Finance Cooperative will
continue to provide the mortgage financing for our headquarters facility,
secured by a first trust deed on our building and land located in Lacey,
Washington. Long-term secured notes payable to the Cooperative were $6.5 million
at June 30, 2000, with various maturity dates including $0.7 million due June
2001, with the remainder due in June 2010 and March 2015.
We believe that our existing cash balances, funds generated from our
operations, borrowings available under our existing credit agreements and
proceeds from our initial public offering will be sufficient to meet our
anticipated capital expenditure and working capital needs for the foreseeable
future. However, acquisitions of complementary businesses or technologies may
require significant capital beyond our current expectations, which would require
us to issue additional equity securities and/or incur additional long-term debt.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes standards for the
recognition, measurement, and reporting of derivatives and hedging activities
and is effective for our year ending December 31, 2001. We anticipate that the
adoption of this new accounting standard will not have a material impact on our
consolidated financial statements, but we continue to evaluate that impact. In
December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin Number 101 ("SAB 101"), "Revenue Recognition in Financial Statements".
This summarized certain areas of the staff's views in applying generally
accepted accounting principles as it applies to revenue recognition. We believe
that our revenue recognition principles comply with SAB 101. We will continue to
evaluate interpretations of SAB 101.
FORWARD-LOOKING STATEMENTS
We have made forward-looking statements in this document, including the
section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations", based on our management's beliefs and assumptions
and on information currently available to our management. Forward-looking
statements include the information concerning our possible or expected future
results of operations, business strategies, financing plans, competitive
position, potential growth opportunities and the effects of competition.
Forward-looking statements include all statements that are not historical facts
and can be identified by the use of forward-looking terms such as the words
"believes," "expects," "anticipates," "intends," "plans," "estimates" or similar
expressions.
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<PAGE> 17
Forward-looking statements involve risks, uncertainties and assumptions.
Actual results may differ materially from those expressed in these
forward-looking statements. You should not put undue reliance on any
forward-looking statements. We will not update forward-looking statements.
You should understand that many important factors could cause our
results to differ materially from those expressed in forward-looking statements.
These factors include our competitive environment, economic and other conditions
in the markets in which we operate, changes in or developments under laws,
regulations, licensing requirements or telecommunications standards, and
cyclical and seasonal fluctuations in our operating results. All written and
oral forward-looking statements made in connection with this Form 10-Q which are
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by "Risks and Uncertainties" and other cautionary
statements and disclosures regarding our business included herein.
RISKS AND UNCERTAINTIES
The risks described below are not the only ones facing our company.
Additional risks and uncertainties not presently known to us or that we
currently believe to be immaterial may also impair our business operations. If
any of the following risks occurs, our business, financial condition or
operating results could be materially adversely affected. In such case, the
trading price of our common stock could decline and you may lose all or part of
your investment.
SYSTEM FAILURES, DELAYS AND OTHER PROBLEMS COULD HARM OUR REPUTATION AND
BUSINESS, CAUSE US TO LOSE CUSTOMERS AND EXPOSE US TO CUSTOMER LIABILITY.
Our success depends on our ability to provide reliable services. Our
operations could be interrupted by any damage to or failure of:
- our network;
- our connections to third parties; and
- our computer hardware or software or our customers' or
suppliers' computer hardware or software.
Our systems and operations are also vulnerable to damage or interruption
from:
- power loss, transmission cable cuts and other telecommunications
failures;
- fires, earthquakes, floods and other natural disasters;
- computer viruses or software defects;
- physical or electronic break-ins, sabotage, intentional acts of
vandalism and similar events; and
- errors by our employees or third-party service providers.
Any such damage or failure or the occurrence of any of these events
could disrupt the operation of our network and the provision of our services and
result in the loss of current and potential customers.
From time to time, we experience outages of our services. For example,
on two occasions, once in 1997 and once in 1998, flaws in third-party software
caused network outages that disrupted the ability of our customers to connect
through our network to other parts of the U.S. telecommunications system. As a
result of these outages, some of our customers reduced their usage of our
network. More recently, in June of this year, several of our customers in the
Northeast region of the United States experienced a similar disruption when a
road maintenance crew cut a carrier's fiber cable bundle that contained multiple
links servicing our two pairs of signal transfer points to our SS7 network in
that region. Because several of these links were routed by the carrier through
the severed cable bundle, the redundant design of our network did not prevent a
service interruption. Our emergency response procedures were immediately
activated. To date, no customers have indicated that this outage will affect
their continued relationship with us, although they may do so in the future. At
other times we have experienced minor, customer specific outages which have not
had a material adverse impact on our customer relations.
Our contracts with customers generally contain provisions designed to
limit our exposure to potential product liability claims. These provisions
include disclaimers of warranties and limitations on liability for special,
consequential and incidental damages. In addition, our agreements generally
limit the amounts recoverable for damages to the amounts paid by the customer to
us for the product or service giving rise to the damages. However, a court or
arbitrator may not enforce these contractual limitations on liability, and we
may be subject to claims based on errors in our software or mistakes in
performing our services. Any of those claims, including any relating to damages
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<PAGE> 18
to our customers' internal systems, whether or not successful, could harm our
business by increasing our costs and distracting our management.
OUR RELIANCE ON THIRD PARTY COMMUNICATIONS INFRASTRUCTURE, HARDWARE AND SOFTWARE
EXPOSES US TO A VARIETY OF RISKS WE CANNOT CONTROL.
Our success will depend on our network infrastructure, including the
capacity leased from telecommunications suppliers. We rely on AT&T, MCI
WorldCom, Sprint and other telecommunications providers for leased long-haul and
local loop transmission capacity. These companies provide the dedicated links
that connect our network components to each other and to our customers.
Our business also depends upon the capacity, reliability and security of
the infrastructure owned by third parties that is used to connect telephone
calls. Specifically, we currently lease capacity from regional partners on seven
of the 11 mated pairs of SS7 signal transfer points that comprise our network.
We have no control over the operation, quality or maintenance of a significant
portion of that infrastructure and whether or not those third parties will
upgrade or improve their equipment.
We depend on these companies to maintain the operational integrity of
our connections. If one or more of these companies is unable or unwilling to
supply or expand its levels of service to us in the future, our operations could
be severely interrupted. In addition, rapid changes in the telecommunications
industry have led to the merging of many companies. These mergers may cause the
availability, pricing and quality of the services we use to vary and could cause
the length of time it takes to deliver the services that we use to increase
significantly.
We rely on links, equipment and software provided to us from our
vendors, the most important of which are gateway equipment and software from
Tekelec and Agilent Technologies, Inc. (f/k/a Hewlett-Packard). We cannot assure
you that we will be able to continue to purchase equipment from these vendors on
acceptable terms, if at all. If we are unable to maintain current purchasing
terms or ensure product availability with these vendors, we may lose customers
and experience an increase in costs in seeking alternative suppliers of products
and services.
THE COSTS AND DIFFICULTIES OF ACQUIRING AND INTEGRATING COMPLEMENTARY BUSINESSES
AND TECHNOLOGIES COULD IMPEDE OUR FUTURE GROWTH AND ADVERSELY AFFECT OUR
COMPETITIVENESS.
We may make investments in complementary companies, technologies or
other assets, exposing us to several risks, including:
- greater than expected costs and management time and effort
involved in identifying, completing and integrating
acquisitions;
- potential disruption of our ongoing business and difficulty in
maintaining our standards, controls, information systems and
procedures;
- entering into markets and acquiring technologies in areas in
which we have little experience;
- acquiring intellectual property which may be subject to various
challenges from others in the telecommunications industry;
- the inability to successfully integrate the services, products
and personnel of any acquisition into our operations;
- a need to incur debt, which may reduce our cash available for
operations and other uses, or issue equity securities, which may
dilute the ownership interests of existing stockholders; and
- realizing little, if any, return on our investment.
OUR BUSINESS DEPENDS ON THE ACCEPTANCE OF OUR SS7 NETWORK AND THE
TELECOMMUNICATIONS MARKET'S CONTINUING USE OF SS7 TECHNOLOGY.
Our future growth depends on the commercial success and reliability of
our SS7 network. Our SS7 network is a vital component of our intelligent network
services, which have been an increasing source of revenue for us. Our business
will suffer if our target customers do not use our SS7 network. Our future
financial performance will also depend on the successful development,
introduction and customer acceptance of new and enhanced SS7-based or delivered
products and services. We are not certain that our target customers will choose
our particular SS7 network solution or continue to use our SS7 network. In the
future, we may not be successful in marketing our SS7 network or any new or
enhanced products or services.
WE MAY HAVE DIFFICULTY ATTRACTING AND RETAINING EMPLOYEES WITH THE REQUISITE
SKILLS TO EXECUTE OUR GROWTH PLANS.
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<PAGE> 19
Our success depends, in part, on the continued service of our existing
management and technical personnel. If a significant number of those individuals
are unable or unwilling to continue in their present positions, we will have
difficulty in maintaining and enhancing our networks and services. This may
adversely affect our operating results and growth prospects.
In addition, we have experienced, and we expect to continue to
experience, difficulty in hiring and retaining highly skilled employees.
Specifically, we centralize a large portion of our technical operations in
geographic areas in which competition for technical talent is intense, due to
the existence of competing employers seeking employees with similar sets of
skills. Our continued success depends on our ability to attract, retain and
motivate highly skilled employees, particularly engineering and technical
personnel. Failure to do so may adversely affect our ability to expand our
network and enhance our products and services.
IF WE DO NOT ADAPT TO RAPID TECHNOLOGICAL CHANGE IN THE TELECOMMUNICATIONS
INDUSTRY, WE COULD LOSE CUSTOMERS OR MARKET SHARE.
Our industry is characterized by rapid technological change and frequent
new product and service announcements. Significant technological changes could
make our technology obsolete. We must adapt to our rapidly changing market by
continually improving the responsiveness, reliability and features of our
network and by developing new network features, services and applications to
meet changing customer needs. We cannot assure you that we will be able to adapt
to these challenges or respond successfully or in a cost-effective way to
adequately meet them. Our failure to do so would adversely affect our ability to
compete and retain customers or market share.
We sell our products and services primarily to traditional
telecommunications companies. Many emerging companies are providing convergent
Internet protocol-based telecommunications services. Our future revenues and
profits will depend, in part, on our ability to provide products and services to
these Internet protocol-based telephony providers.
THE MARKET FOR SS7 NETWORK SERVICES AND RELATED PRODUCTS IS INTENSELY
COMPETITIVE AND MANY OF OUR COMPETITORS HAVE SIGNIFICANT ADVANTAGES THAT COULD
ADVERSELY AFFECT OUR BUSINESS.
We compete in markets that are intensely competitive and rapidly
changing. Increased competition could result in fewer customer orders, reduced
gross margins and loss of market share, any of which could harm our business. We
face competition from large, well-funded regional providers of SS7 network
services and related products, such as regional Bell operating companies, GTE
and Southern New England Telephone, a unit of SBC Communications. Our prepaid
wireless account management and unregistered user services face competition from
Boston Communications Group, Priority Call, Subscriber Computing and Brite
Voice. We are aware of major Internet service providers, software developers and
smaller entrepreneurial companies that are focusing significant resources on
developing and marketing products and services that will compete with us. We
anticipate continued growth of competition in the telecommunications industry
and the entrance of new competitors into our business. We expect that
competition will increase in the near term and that our primary long-term
competitors may not yet have entered the market. Many of our current and
potential competitors have significantly more employees and greater financial,
technical, marketing and other resources than we do. Our competitors may be able
to respond more quickly to new or emerging technologies and changes in customer
requirements than we can. Also, many of our current and potential competitors
have greater name recognition and more extensive customer bases that they can
use to their advantage.
OUR ACQUISITION OF NTC, OUR ONLY ACQUISITION TO DATE, MAY NOT RESULT IN THE
BENEFITS WE EXPECT AND MAY ADVERSELY AFFECT OUR BUSINESS IF WE DO NOT
SUCCESSFULLY INTEGRATE NTC.
On June 30, 2000, we acquired NTC which is our only acquisition to date.
We cannot guarantee that we will realize the benefits, strategic objectives,
operating advantages, new product and service enhancements or cost savings that
we expect. The integration of two businesses requires substantial management
time and other resources, and the combined entity is not always more successful
than the businesses would have been if they had remained independent. For
example, we could find it difficult to combine the management teams and
operations of the two businesses. In addition, the efforts we expend to
integrate the two businesses may detract from the day-to-day operation of our
core business which could have an adverse impact on our financial condition.
OUR FAILURE TO ACHIEVE OR SUSTAIN MARKET ACCEPTANCE AT DESIRED PRICING LEVELS
COULD IMPACT OUR ABILITY TO MAINTAIN PROFITABILITY OR POSITIVE CASH FLOW.
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<PAGE> 20
Competition and industry consolidation could result in significant
pricing pressure. This pricing pressure could cause large reductions in the
selling price of our services. For example, our competitors may provide
customers with reduced communications costs for Internet access or private
network services, reducing the overall cost of solutions and significantly
increasing pricing pressures on us. We may not be able to offset the effects of
any price reductions by increasing the number of our customers, generating
higher revenues from enhanced services or reducing our costs. We believe that
the business of providing network connectivity and related network services will
likely see increased consolidation in the future. Consolidation could decrease
selling prices and increase competition in these industries, which could erode
our market share, revenues and operating margins.
THE INABILITY OF OUR CUSTOMERS TO SUCCESSFULLY IMPLEMENT OUR SERVICES WITH THEIR
EXISTING SYSTEMS COULD ADVERSELY AFFECT OUR BUSINESS.
Significant technical challenges exist in our business because many of
our customers:
- purchase and implement SS7 network services in phases;
- deploy SS7 connectivity across a variety of telecommunication
switches and routes; and
- integrate our SS7 network with a number of legacy systems,
third-party software applications and engineering tools.
Customer implementation currently requires participation by our order
management and our engineering and operations groups, each of which has limited
resources. Some customers may also require us to develop costly customized
features or capabilities, which increase our costs and consume a
disproportionate share of our limited customer service and support resources.
Also, we typically charge a one-time flat rate fee for initially connecting a
customer to our SS7 network and a monthly recurring flat rate fee after the
connection is established. If new or existing customers have difficulty
deploying our products or require significant amounts of our engineering service
support, we may experience reduced operating margins. Our customers' ability to
deploy our network services to their own customers and integrate them
successfully within their systems depends on our customers' capabilities and the
complexity involved. Difficulty in deploying those services could reduce our
operating margins due to increased customer support and could cause potential
delays in recognizing revenue until the services are implemented.
CAPACITY LIMITS ON OUR TECHNOLOGY AND NETWORK HARDWARE AND SOFTWARE MAY BE
DIFFICULT TO PROJECT AND WE MAY NOT BE ABLE TO EXPAND AND UPGRADE OUR SYSTEMS TO
MEET INCREASED USE.
As traffic from our customers through our network increases, we will
need to expand and upgrade our technology and network hardware and software. We
may not be able to accurately project the rate of increase in usage on our
network. In addition, we may not be able to expand and upgrade, in a timely
manner, our systems and network hardware and software capabilities to
accommodate increased traffic on our network. If we do not appropriately expand
and upgrade our systems and network hardware and software, we may lose customers
and revenues.
WE MAY NEED ADDITIONAL CAPITAL IN THE FUTURE AND IT MAY NOT BE AVAILABLE ON
ACCEPTABLE TERMS.
We may require more capital in the future to:
- fund our operations;
- finance investments in equipment and corporate infrastructure
needed to maintain and expand our network;
- enhance and expand the range of services we offer; and
- respond to competitive pressures and potential strategic
opportunities, such as investments, acquisitions and
international expansion.
We cannot assure you that additional financing will be available on
terms favorable to us, or at all. The terms of available financing may place
limits on our financial and operating flexibility. If adequate funds are not
available on acceptable terms, we may be forced to reduce our operations or
abandon expansion opportunities. Moreover, even if we are able to continue our
operations, the failure to obtain additional financing could reduce our
competitiveness as our competitors may provide better maintained networks or
offer an expanded range of services. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources."
REGULATIONS AFFECTING OUR CUSTOMERS AND FUTURE REGULATIONS TO WHICH WE MAY BE
SUBJECT MAY ADVERSELY AFFECT OUR BUSINESS.
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<PAGE> 21
Although we are not subject to telecommunications industry regulations,
the business of our customers is subject to regulation that indirectly affects
our business. The U.S. telecommunications industry has been subject to
continuing deregulation since 1984, when AT&T was required to divest ownership
of the Bell telephone system. We cannot predict when, or upon what terms and
conditions, further regulation or deregulation might occur or the effect of
regulation or deregulation on our business. Several services that we offer may
be indirectly affected by regulations imposed upon potential users of those
services, which may increase our costs of operations. In addition, future
services we may provide could be subject to direct regulation.
FLUCTUATIONS IN OUR QUARTERLY OPERATING RESULTS MAY NEGATIVELY IMPACT AND CAUSE
VOLATILITY IN OUR STOCK PRICE.
Our revenues and operating results may vary significantly from quarter
to quarter due to a number of factors. In future quarters, our operating results
may be below the expectations of analysts and investors and, as a result, the
price of our common stock may fall or become volatile.
Factors that could cause quarterly fluctuations include:
- seasonal fluctuations in consumer use of telecommunications
services;
- varying rates at which telecommunications companies, telephony
resellers and Internet service providers use our services;
- loss of customers through industry consolidation, or customer
decisions to deploy in-house technology;
- the timing and execution of individual contracts, particularly
large contracts;
- significant lead times before a product or service begins
generating revenues;
- volatile economic conditions specific to the telecommunications
industry; and
- an inability to collect our accounts receivable.
WE USE A STRATEGIC RELATIONSHIP TO IMPLEMENT AND SELL OUR NETWORK USAGE SOFTWARE
APPLICATIONS. WE COULD LOSE REVENUES OR INCUR SIGNIFICANT COSTS TO RETAIN
REVENUES IF THIS RELATIONSHIP IS TERMINATED.
We have a non-exclusive agreement with Agilent to sell our network usage
software applications. The agreement may be terminated with limited notice by
either party without cause or penalty. In the past, we have received significant
revenues under this agreement. There is no guarantee that Agilent will continue
to market our network usage software applications. If this relationship is
terminated or materially changes, we would be required to devote substantial new
resources to the distribution, sales and marketing, implementation and support
of our network usage software applications and our efforts may not be as
effective as those of Agilent.
THERE IS A LIMITED MARKET FOR OUR EXISTING NETWORK USAGE SOFTWARE APPLICATIONS.
We derive only a small portion of our revenues from sales and
maintenance of our network usage software applications. Current users of these
software products include most of the regional Bell operating companies, as well
as other large telecommunications carriers. With initial market sales
essentially completed, our ability to derive additional revenue from our network
usage software applications is limited, unless we can develop new derivative
products.
WE PAY COMMISSIONS TO WIRELESS CARRIERS FOR EACH AMERICAN ROAMING NETWORK
SERVICE CALL THAT USES CARRIERS' NETWORKS REGARDLESS OF WHETHER WE ARE ABLE TO
COLLECT REVENUE FOR THAT CALL.
Our American Roaming Network service uses the networks of wireless
carriers to complete calls for unregistered users, and we pay those carriers a
fee for calls completed over their networks. We generally bill unregistered
users for these calls through their local exchange carrier, and the local
exchange carrier in turn remits the amounts collected for these calls to us. If
the local exchange carriers do not collect these amounts from a customer, we do
not receive revenue for calls made by that customer but are nonetheless
obligated to pay a fee to the wireless carrier for that customer's calls. Local
exchange carriers have generally failed to collect fees on about 10% of the
calls billed through local exchange carriers.
OUR CERTIFICATE OF INCORPORATION, BYLAWS, STOCKHOLDER RIGHTS PLAN AND DELAWARE
LAW CONTAIN PROVISIONS THAT COULD DISCOURAGE A TAKEOVER.
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<PAGE> 22
Provisions of our certificate of incorporation and bylaws and Delaware
law may discourage, delay or prevent a merger or acquisition that a stockholder
may consider favorable. These provisions of our certificate of incorporation and
bylaws:
- establish a classified board of directors, of which only a
portion of the total number of directors will be elected at each
annual meeting;
- authorize the board to issue preferred stock with substantial
voting rights; and
- prohibit cumulative voting in the election of directors.
In addition, we have a stockholder rights plan that could significantly
discourage, delay or prevent a merger or acquisition. The rights become
exercisable if a person or group acquires or makes a tender offer for more than
20% of our outstanding common stock. If any of those events occurs, each right
entitles the holder (other than the acquiror) to purchase for $150 our common
stock or, in some instances, stock of the acquiring entity, that would be worth
$300. The rights expire on November 20, 2008, unless we redeem them earlier.
We have also chosen to be subject to Section 203 of the Delaware General
Corporation Law, which prevents a stockholder of more than 15% of a company's
voting stock from entering into certain business combinations with that company.
OUR COMMON STOCK PRICE MAY BE VOLATILE.
In recent years, the market for stock in technology, telecommunications
and computer companies has been highly volatile. Since our initial public
offering in October 1999, our stock price has been at a low of $25.50 and a high
of $94.00 per share. The price of our common stock may be volatile and may
continue to fluctuate due to factors such as:
- actual or anticipated fluctuations in quarterly and annual
results;
- announcements of technological innovations;
- introduction of new services;
- mergers and strategic alliances in the telecommunications
industry;
- changes in government regulation; and
- shifts in investor preference among investment choices and
industries.
FUTURE SALES BY EXISTING STOCKHOLDERS COULD CAUSE THE PRICE OF COMMON STOCK TO
DECLINE.
Sales of a large number of shares of our common stock in the public
market could adversely affect the price for our common stock and impair our
ability to raise capital. The 1,888,944 shares of common stock issued in the NTC
merger are subject to certain registration rights which allow for registration
of at least 50% of the shares in late October, 2000, with the remainder eligible
for registration one year from then. Currently, officers and the board of
directors of the Company, and certain NTC shareholders are prohibited from
trading of our common stock because of pooling-of-interests restrictions. These
restrictions, affecting approximately 6.8 million shares of our stock, will end
in late October. The remainder of our shares are freely tradable without
restriction or further registration under federal securities laws.
ITEM 3: Quantitative and Qualitative Disclosures about Market Risk
Our market risks relate primarily to changes in interest rates. We are
exposed to this risk in two specific ways. First, we have debt outstanding. Our
secured notes payable to RTFC, which were $6.5 million at June 30, 2000 and $7.5
million at December 31, 1999, have a variable interest rate, which exposed our
earnings and cash flows to changes in interest rates. The rate of these secured
notes is based on the lender's cost of funds. We also have a $10.0 million
unsecured line of credit and a $15.0 million unsecured capital expenditure
facility with Bank of America with a variable interest rate based on LIBOR. If
market interest rates were to increase immediately and uniformly by 10% from
levels at June 30, 2000, our net income and cash flows would decrease by an
immaterial amount.
The second component of interest rate risk involves the short-term
investment of excess cash. Such risk affects fair values, earnings and cash
flows. Excess cash is primarily invested in overnight repurchase agreements
backed by U.S. government securities. These are considered to be cash
equivalents and are shown that way on our balance sheet. We had securities
available-for-sale of $82.2 million at June 30, 2000 and $79.7 million at
December 31, 1999, which represent the investment of our initial public offering
net proceeds. Available-for-sale securities are primarily comprised of
commercial paper, and provided earnings of $1.0 million in 1999, or
approximately $4.0 million on an annualized basis.
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PART II
OTHER INFORMATION
ITEM 1: Legal Proceedings
We are a party to various legal proceedings arising in the ordinary
course of business. We do not believe that those claims, individually or
combined, will have a material adverse effect on our business, financial
condition or operating results.
ITEM 2: Changes in Securities and Use of Proceeds
(a) None.
(b) None.
(c) On June 30, 2000, we issued 1,888,944 shares of common stock in
connection with the merger with National Telemanagement Corporation. The
issuance was deemed exempt from registration under the Securities Act in
reliance on Rule 506 of Regulation D. The recipients of securities under
this Rule 506 transaction represented their intention to acquire the
securities for investment only and not with a view to or for sale in
connection with any distribution thereof and appropriate legends were
affixed to the share certificates and other instruments issued in this
transaction. All recipients either received adequate information about
the registrant or had access through employment or other relationships,
to such information.
No underwriters were involved in the sale of the foregoing securities.
(d) Illuminet's registration statement (File No. 333-85779) under the
Securities Act of 1933, as amended, for its initial public offering
became effective on October 7, 1999.
ITEM 3: Defaults Upon Senior Securities
None.
ITEM 4: Submission of Matters to a Vote of Security Holders
At our Annual Meeting of Stockholders held on May 5, 2000, the following
numbers of votes were cast for the matters indicated:
1. Proposal to elect Roger H. Moore and Aubrey E. Judy to the Board of
Directors until the 2003 annual meeting:
<TABLE>
<CAPTION>
BROKER
NOMINEE FOR AGAINST WITHHELD ABSTAIN NON-VOTE
------- --- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C>
Roger H. Moore 22,873,750 0 264,386 0 0
Aubrey E. Judy 22,873,750 0 264,386 0 0
</TABLE>
2. Proposal to approve the Company's Employee Stock Purchase Plan:
<TABLE>
<CAPTION>
BROKER
FOR AGAINST WITHHELD ABSTAIN NON-VOTE
--- ------- -------- ------- --------
<S> <C> <C> <C> <C>
21,382,200 1,019,310 0 106,971 629,655
</TABLE>
ITEM 5: Other Information
None.
ITEM 6: Exhibits and Reports on Form 8-K
(a) EXHIBITS REQUIRED TO BE FILED BY ITEM 601 OF REGULATION S-K
Exhibit 2 - Agreement and Plan of Merger dated as of June 12, 2000 among
Illuminet Holdings, Inc., Illuminet Telemanagement, Inc. and National
Telemanagement Corporation. (Incorporated by reference from the
Company's Current Report on Form 8-K, filed July 14, 2000).
Exhibit 10.1 - Employment Agreement with Mr. Lebus
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<PAGE> 24
Exhibit 10.2 - Credit Agreement between Illuminet, Inc. and Bank of
America, N.A., dated May 9, 2000
Exhibit 10.3 - Guaranty Agreement executed by Illuminet Holdings, Inc.
in favor of Bank of America, N.A., dated as of May 9, 2000.
Exhibit 27 - Financial Data Schedule
(b) REPORTS ON FORM 8-K
On May 15, 2000, we filed a Report on Form 8-K to announce the results
of our annual stockholders' meeting which was held on May 5, 2000.
On June 14, 2000, we filed a Report on Form 8-K to announce our
execution of a definitive agreement to enter into a transaction with
National Telemanagement Corporation.
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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.
ILLUMINET HOLDINGS, INC.
Date: August 14, 2000 By: /s/ Daniel E. Weiss
---------------------------------
Daniel E. Weiss,
Chief Financial Officer, Secretary
(Principal Financial and
Accounting Officer)
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<PAGE> 26
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------ --------------------
<S> <C>
2 Agreement and Plan of Merger dated as of June 12, 2000 among
Illuminet Holdings, Inc., Illuminet Telemanagement, Inc. and National
Telemanagement Corporation. (Incorporated by reference from the
Company's Current Report on Form 8-K, filed July 14, 2000).
10.1 Employment Agreement with Mr. Lebus
10.2 Credit Agreement between Illuminet, Inc. and Bank of America, N.A.,
dated May 9, 2000
10.3 Guaranty Agreement executed by Illuminet Holdings, Inc. in favor of
Bank of America, N.A., dated as of May 9, 2000.
27 Financial Data Schedule
</TABLE>
