TELETECH HOLDINGS INC
10-Q, 1996-08-13
BUSINESS SERVICES, NEC
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                                   FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549


     [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                      SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended:   June 30, 1996

                                     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  0-21055

                           TELETECH  HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                           84-1291044
  (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                            Identification  No.)

  1700 LINCOLN STREET, SUITE 1400
  DENVER, COLORADO                                                 80203
  (Address of principal                                          (Zip Code)
    executive office)


                                      (303)  894-4000
                  (Registrant's telephone number, including area code)

                                 Not Applicable
             (Former name, former address and former fiscal year,
                        if changed since last report)

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, and (2) has been subject to such filing requirements 
for the past 90 days.

          YES                                NO   X
             -------                           -------
Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date.

                                                      Outstanding at 
          Class of Common Stock                       August 7, 1996
     Common Stock, par value $.01 per share             54,947,430


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                           TELETECH  HOLDINGS, INC.

                                  FORM 10-Q

                                    INDEX

                                                                           PAGE
                                                                          NUMBER
PART  I.  FINANCIAL  INFORMATION

Item 1.   Financial  Statements  (Unaudited)

     Condensed consolidated balance sheets--June 30, 1996 and 
     December 31, 1995                                                       3

     Condensed consolidated statements of income--Three months ended
     June 30, 1996 and 1995; Six months ended June 30, 1996 and 1995.        5

     Condensed consolidated statements of cash flows--Six months ended 
     June 30, 1996 and 1995.                                                 6

     Notes to condensed consolidated financial statements--June 30, 1996     7

Item 2.   Management's Discussion and Analysis of Financial Condition and
            Results of Operations                                            9


PART II   OTHER  INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders               11

Item 6.   Exhibits and Reports on Form 8-K                                  11

SIGNATURES                                                                  12



                                     2


<PAGE>

                   TELETECH HOLDINGS, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)

                                      ASSETS



<TABLE>
                                                                        December 31,   June 30,
                                                                           1995          1996
                                                                         --------     ----------
                                                                                      (unaudited)
<S>                                                                     <C>            <C>
CURRENT  ASSETS:
  Cash and cash equivalents...........................................   $     42      $  1,327
  Short-term investments..............................................     10,361         8,304
  Accounts receivable, net of allowance for doubtful 
    accounts of $789 and $1,272, respectively.........................      9,786        26,295
  Prepaids and other assets...........................................        238           592
  Deposits............................................................        220           436
  Deferred tax asset..................................................        486           638
                                                                         --------      --------
      Total current assets............................................     21,133        37,592
                                                                         --------      --------

PROPERTY AND EQUIPMENT, net of accumulated
 depreciation of $6,059 and $7,837, respectively......................      9,104        19,244
                                                                         --------      --------

OTHER ASSETS:
  Deferred contract costs (net of amortization of $506 at June 30)...         346         1,907
  Goodwill (net of amortization of $132 )............................         -           2,130
  Investment in affiliated company accounted for under the 
    method...........................................................         -             693
  Deferred tax asset.................................................         -             496
  Other assets.......................................................         -           1,189
                                                                         --------      --------
      Total assets...................................................    $ 30,583      $ 63,251
                                                                         --------      --------
                                                                         --------      --------
</TABLE>


     The accompanying notes are an integral part of these balance sheets.




                                     3



<PAGE>

              TELETECH HOLDINGS, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED BALANCE SHEETS
                     (dollars in thousands)

   LIABILITIES AND STOCKHOLDERS  EQUITY

                                                     December 31,    June 30,
                                                         1995          1996
                                                     ------------   -----------
                                                                    (unaudited)
CURRENT LIABILITIES:
 Bank overdraft......................................  $ 1,427       $   -
 Short term borrowings...............................    1,000         9,000
 Current portion of capital lease obligations........    1,256         3,286
 Current portion of other long-term debt.............      196           171
 Accounts payable....................................    2,604         6,538
 Accrued employee compensation.......................    1,743         4,266
 Other accrued expenses..............................    1,262         5,892
 Customer advances, deposits and deferred income.....      340         1,706
                                                       -------       -------
   Total current liabilities.........................    9,828        30,859

DEFERRED TAX LIABILITIES                                   507           - 

LONG-TERM DEBT, net of current portion:
 Capital lease obligations...........................    3,193         6,778
 Other debt..........................................      397           577
                                                       -------       -------
   Total liabilities.................................   13,925        38,214
                                                       -------       -------

MANDATORILY REDEEMABLE CONVERTIBLE
 PREFERRED STOCK:
   $6.45 par value, 1,860,000 shares 
   authorized 1,860,000 shares issued and 
   outstanding including accrued dividends
   of $867 and $1,290, respectively..................   12,867        13,290
                                                       -------       -------
STOCKHOLDERS' EQUITY:
   Common stock, $.01 par value, 50,000,000 
   shares authorized, 40,700,000 and 41,746,200
   shares issued and outstanding.....................      407           417
   Additional paid-in capital........................    1,847         7,067
   Cumulative translation adjustment.................      -             147 
   Unearned compensation-restricted stock............      -            (317)
   Retained earnings.................................    1,537         4,433
                                                       -------       -------
     Total stockholders' equity......................    3,791        11,747
                                                       -------       -------
     Total liabilities and stockholders' equity......  $30,583       $63,251
                                                       -------       -------
                                                       -------       -------


    The accompanying notes are an integral part of these balance sheets.

                                     4


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                  TELETECH HOLDINGS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF INCOME
              (amounts in thousands except per share amounts)
                                (Unaudited)

                                      Three Months Ended     Six Months Ended
                                           June 30,               June 30,
                                      ------------------    ------------------
                                        1995      1996       1995       1996
                                      --------   -------    -------    -------

REVENUES                               $11,879   $34,599    $22,291    $56,619

OPERATING EXPENSES:
  Costs of Services..................    6,407    20,526     11,876     31,721
  Selling, general and 
    administrative expenses..........    4,265    10,517      8,594     18,619
                                       -------   -------    -------    -------
  Total operating expenses...........   10,672    31,043     20,470     50,340
                                       -------   -------    -------    -------

INCOME FROM OPERATIONS                   1,207     3,556      1,821      6,279
                                       -------   -------    -------    -------

OTHER INCOME (EXPENSES):
  Interest expense...................     (124)     (226)      (227)      (460)
  Interest income....................       32       103        185        214
  Equity in losses of affiliated
   company...........................       -        (56)        -         (56)
  Other..............................      127       101      2,415       (242)
                                       -------   -------    -------    -------
                                            35       (78)     2,373       (544)
                                       -------   -------    -------    -------
 Income before income taxes..........    1,242     3,478      4,194      5,735

PROVISION FOR INCOME TAXES                 449     1,415      1,774      2,417
                                       -------   -------    -------    -------
 Net income..........................  $   793   $ 2,063    $ 2,420    $ 3,318
                                       -------   -------    -------    -------
                                       -------   -------    -------    -------

SHARES USED IN COMPUTING PRO
 FORMA NET INCOME PER
 COMMON AND COMMON
 EQUIVALENT SHARE....................   54,328    54,328     54,280     54,328
                                       -------   -------    -------    -------
                                       -------   -------    -------    -------

PRO FORMA NET INCOME PER
 COMMON AND COMMON
 EQUIVALENT SHARE....................  $   .01   $   .04    $   .04    $   .06
                                       -------   -------    -------    -------
                                       -------   -------    -------    -------




       The accompanying notes are an integral part of these statements.



                                       5

<PAGE>
             TELETECH HOLDINGS, INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
                       (dollars in thousands)
                             (Unaudited)
                                   
                                                            1995       1996   
                                                          --------   -------- 
CASH FLOWS FROM  OPERATING ACTIVITIES:
 Net Income.............................................. $  2,420   $  3,318 
 Adjustments to reconcile net income to net cash
  provided by (used in) operating activities-
  Depreciation and amortization..........................      973      2,380 
  Allowance for doubtful accounts........................       67        482 
  Equity in loss of affiliated company...................        -         56 
  Deferred taxes on income...............................      156       (161)
  Deferred compensation expense..........................        -         63 
  Changes in assets and  liabilities-
   Accounts receivable...................................   (3,149)   (15,704)
   Prepaids and other current assets.....................      (66)      (374)
   Deferred contract costs...............................        -     (2,067)
   Other assets..........................................      (81)      (842)
   Accounts payable and accrued liabilities..............    1,750      9,065 
   Customer advances and deferred income.................      928        926 
   Other current liabilities.............................     (123)         - 
                                                          --------   -------- 
   Net cash provided by (used in) operating activities...    2,875     (2,858)
                                                          --------   -------- 
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment...................... $   (439)  $ (4,022)
 Purchase of Access 24, net of cash acquired.............        -     (2,431)
 Proceeds from sale of Access 24 UK Limited..............        -      3,946 
 (Increase) decrease in short-term investments...........  (10.421)     2,057 
                                                          --------   -------- 
 Net cash used in investing activities...................  (10,860)      (450)
                                                          --------   -------- 
CASH FLOWS FROM FINANCING ACTIVITIES:
 Net increase (decrease) in short-term borrowings........ $   (138)  $  8,000 
 Net increase (decrease) in bank overdraft...............     (510)    (1,427)
 Payments on long-term debt..............................     (181)      (756)
 Payments under capital leases...........................     (416)    (1,325)
 Distributions to stockholder............................   (1,695)         - 
 Issuance of preferred stock.............................   12,000          - 
 Payments under subordinated notes payable 
    to stockholder.......................................   (1,104)         - 
                                                          --------   --------
 Net cash provided by  financing activities..............    7,956      4,492
                                                          --------   -------- 
 Effect of exchange rate changes on cash.................        -        101 
                                                          --------   -------- 
NET INCREASE (DECREASE)IN CASH AND CASH EQUIVALENTS......      (29)     1,285 
                                                          --------   -------- 
CASH AND CASH EQUIVALENTS, beginning of period...........       38         42 
                                                          --------   -------- 
CASH AND CASH EQUIVALENTS, end of period................. $      9   $  1,327 
                                                          --------   -------- 
                                                          --------   -------- 

     The accompanying notes are an integral part of these statements.      

                                      6 
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                    TELETECH HOLDINGS, INC. AND SUBSIDIARIES
        NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 1996
                               
NOTE (1)--BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements 
have been prepared without audit pursuant to the rules and regulations of the 
Securities and Exchange Commission.  The condensed consolidated financial 
statements reflect all adjustments (consisting of only normal recurring 
accruals) which, in the opinion of management, are necessary to present fairly 
the financial position, results of operations and cash flows of TeleTech 
Holdings, Inc. and subsidiaries as of June 30, 1996 and 1995 and for the 
periods then ended.  Operating results for the three and six month periods 
ended June 30, 1996 are not necessarily indicative of the results that may be 
expected for the year ended December 31, 1996.

     The unaudited condensed consolidated financial statements should be read in
conjunction with the consolidated and combined financial statements and 
footnotes thereto included in the Company's registration statement on Form S-1 
dated July 31, 1996.

NOTE (2)--INITIAL PUBLIC OFFERING OF COMMON STOCK

     On August 6, 1996 the Company completed an initial public offering of 
its common stock.  The Company sold 4,000,000 shares of common stock at an 
offering price of $14.50 per share.  Total proceeds after deducting $5,430,000
in estimated costs associated with the offering were $52,570,000.  Immediately
prior to the closing of the offering the Company completed a five for one share
common stock split.  All common stock amounts, equivalent share amounts and per
share amounts included in the accompanying financial statements and related 
notes have been adjusted to give effect to the stock split.  In connection with
the public offering, 9,300,000 shares of common stock were issued upon the 
conversion of all 1,860,000 outstanding shares of preferred stock.

NOTE (3)--ACQUISITION OF ACCESS 24 SERVICE CORPORATION PTY. LIMITED AND SALE OF
          ACCESS 24 LIMITED COMMON STOCK

     On January 1, 1996, the Company acquired 100% of the common stock of 
Access 24 Service Corporation Pty. Limited (with its subsidiaries "Access 24"),
for consideration of $7.1 million, consisting of $2.27 million plus 970,240 
shares of common stock.  Access 24 provides inbound, toll-free customer service,
primarily to the health care and financial services sector in Australia, the 
United Kingdom and New Zealand.

     On April 30, 1996, the Company completed the sale of 50% of the common 
stock of Access 24 Limited ("Access 24 UK") to PPP Health Care Group plc 
("PPP") for cash of $3.8 million.  Access 24 UK is the United Kingdom 
subsidiary, acquired by the Company as part of the Access 24 acquisition, 
which operates a call center in London, England. In addition PPP also purchased
1,000,000 preferred shares of Access 24 UK for consideration of $1.5 million.  
The preferred shares have a par value of 1 pound each and dividends are 
cumulative at the rate of 7% per annum.  A portion of the proceeds from the 
preferred stock were used to repay outstanding advances from Access 24.

     This acquisition of Access 24 has been accounted for using the purchase 
method.  The proceeds from the sale of 50% of the stock of Access 24 UK in 
excess of the proportionate share of the carrying amounts of the Access 24 
UK assets and liabilities has been reflected as a reduction of the goodwill
arising from the Access 24 acquisition.  The remaining 50% interest in Access 24
UK is accounted for using the equity method of accounting.  Under the equity 
method, the Company's investment is initially recorded at cost and is adjusted
to recognize the Company's 50% share of net earnings or losses of the affiliated
company.  The excess of the cost of the investment over the underlying net 
assets of Access 24 UK is being amortized using the straight line method over
15 years.






                                      7


<PAGE>

                           TELETECH HOLDINGS, INC.
   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
                                 JUNE 30, 1996

     The pro forma results of operations for the six months ended  June 30, 
1995, as if the acquisition of Access 24 and the subsequent sale of Access 24,
UK had occurred on January 1, 1995 are as follows (in thousands except per
share amounts):

                                     As         Access      Pro
                                  Reported       24        Forma

     Revenue                       $22,291     $4,400      $26,691
                                   -------     ------      -------
                                   -------     ------      -------
     Net income                    $ 2,420     $  180      $ 2,600
                                   -------     ------      -------
                                   -------     ------      -------
     Pro Forma Earnings per share  $  0.04                 $  0.05
                                   -------                 -------
                                   -------                 -------

NOTE (4)--EARNINGS PER SHARE

     Pursuant to Securities and Exchange Commission Staff Accounting Bulletin 
No. 83, common stock and common stock equivalent shares issued by the Company 
at prices below the public offering price during the 12 month period prior to 
the offering date (using the treasury stock method) have been included in the 
calculation as if they were outstanding for all periods presented. Common stock
amounts and equivalent share amounts have been adjusted retroactively to give 
effect to the stock split.  The shares of convertible preferred stock are 
considered common stock equivalents due to the mandatory conversion provision.
The weighted average number of common shares and common share equivalents was 
calculated as follows (in thousands): 

                                     Three Months Ended    Six Months Ended
                                           June 30,              June 30,
                                     ------------------    ----------------
                                      1995        1996      1995      1996
                                     -------     ------    ------    ------
Common shares outstanding            40,700      41,746    40,700    41,746
Convertible preferred stock           9,300       9,300     9,300     9,300
Common equivalent shares              4,328       3,282     4,280     3,282
                                     -------     ------    ------    ------
Shares used in computing pro forma
  net income per common and 
  common equivalent share            54,328      54,328    54,280    54,328
                                     -------     ------    ------    ------
                                     -------     ------    ------    ------

NOTE (5)--SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION AND NONCASH INVESTING
          AND FINANCING ACTIVITIES (IN THOUSANDS):

                                                 Six Months Ended June 30,
                                                 -------------------------
                                                   1996            1995
Cash  paid for interest                          $   438          $  224
Cash paid for income taxes                       $ 1,050          $ 1,024

Noncash investing and financing activities:
  Assets acquired through capital leases         $ 5,752          $ 2,900
  Stock issued in purchase of Access 24          $ 4,851          $  -
  Restricted stock issued under employment
    agreements                                   $   380          $  -


                                     8
<PAGE>
               MANAGEMENT'S DISCUSSION AND ANALYSIS 
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 1996 COMPARED TO THREE MONTHS ENDED JUNE 30, 1995

     Revenues increased $22.7 million or 191%, to $34.6 million for the 
second quarter of 1996 from $11.9 million for the second quarter of 1995. The 
increase resulted from $2.4 million in revenues of Access 24, which was 
acquired in the first quarter of 1996, $17.3 million in revenues from new 
clients (including $7.1 million attributable to the Company's facilities 
management agreement with United Parcel Service) and $8.7 million in increased 
revenue from existing clients. These increases were offset by terminations and 
other client reductions including  the loss of $2.4 million in revenues due to 
the expiration of the Company's contract with Continental Airlines in the first 
quarter of 1996. Revenues in the second quarter reflect the additional capacity
provided by the opening of the Thornton Call Center in April 1996.

     Costs of services increased $14.1 million, or 220%, to $20.5 million for 
the second quarter of 1996 from $6.4 million for the second quarter of 1995. 
Costs of services as a percentage of revenues increased from 54% in the 
second quarter of 1995 to 59% in the second quarter of 1996. The increase in 
costs of services as a percentage of revenues is a result of the $7.1 million 
of revenues received in the second quarter of 1996 from the Company's 
facilities management program, under which the Company commenced significant 
operations in April 1996. This program has lower billing rates and, 
accordingly, higher costs of services as a percentage of revenues than fully 
outsourced programs. There were no facility management program revenues in 
the three months ended June 30, 1995.

     Selling, General and Administrative expenses ("SG&A") increased 
$6.3 million, or 147%, to $10.5 million for the second quarter of 1996 from 
$4.3 million in the second quarter of 1995. This increase is primarily the 
result of increased revenues during the period. SG&A expenses as a percentage 
of revenues decreased from 36% for the quarter ended June 30, 1995 to 30% for 
the quarter ended June 30, 1996, primarily due to the impact of the Company's 
facilities management program, which provided $7.1 million in revenues but 
resulted in insignificant additional SG&A expenses, and also as a result of 
the spreading of fixed costs over a larger revenue base.

     As a result of the foregoing factors, operating income increased $2.3 
million, or 195% in the second quarter of 1996 from $1.2 million in the 
second quarter of 1995.

     Other expense increased $113,000 to $78,000 during the second quarter of 
1996.  The second quarter of 1995 reflected other income of $35,000. This is 
due to increased interest expense during the period resulting from higher 
balances of short term borrowings and capital lease obligations.

     As a result of the foregoing factors, net income increased $1.3 million 
or 160%, to $2.1 million for the second quarter of 1996 from $793,000 for the 
second quarter of 1995.

SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995

     Revenues increased $34.3 million or 154%, to $56.6 million for the six 
months ended June 30, 1996 from $22.3 million for the six months ended June 
30, 1995. The increase resulted from $5.8 million in revenues of Access 24, 
which was acquired in the first quarter of 1996, $22.1 million in revenues 
from new clients (including $7.1 million attributable to the facilities 
management agreement with United Parcel Service) and $14.0 million in 
increased revenue from existing clients. These increases were offset by 
contract expirations and other client reductions, including the loss of $3.5 
million in revenues due to the expiration of the Continental Airlines 
contract in the first quarter of 1996. Revenues in the six months ended June 
30, 1996 reflect the additional capacity provided by the opening of the 
Thornton Call Center in April 1996.

                                     9 
<PAGE>
               MANAGEMENT'S DISCUSSION AND ANALYSIS 
    OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS-CONTINUED
    FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995

     Costs of services increased $19.8 million, or 167%, to $31.7 million for 
the six months ended June 30, 1996 from $11.9 million for the six months 
ended June 30, 1995. Costs of services as a percentage of revenues increased 
from 53% in the six months ended June 30, 1995 to 56% for the six months 
ended June 30, 1996. The increase in costs of services as a percentage of 
revenues is a result of the $7.1 million of revenues received in the second 
quarter of 1996 from the Company's facilities management program, under which 
the Company commenced significant operations in April 1996. This program has 
lower billing rates and, accordingly, higher costs of services as a 
percentage of revenues than fully outsourced programs. There were no facility 
management program revenues in the six months ended June 30, 1995.

     Selling, General and Administrative expenses increased $10.0 million, or 
117%, to $18.6 million for the six months ended June 30, 1996 from $8.6 
million in the six months ended June 30, 1995. This increase is primarily the 
result of increased revenues during the period.  SG&A expenses as a 
percentage of revenues decreased from 39% for the six months ended June 30, 
1995 to 33% for the six months ended June 30, 1996, primarily due to the 
impact of the Company's facilities management program, which provided $7.1 
million in revenues but resulted in insignificant additional SG&A expenses, 
and also as a result of the spreading of fixed costs over a larger revenue 
base.

     As a result of the foregoing factors, operating income increased $4.5 
million, or 245% to $6.3 million for the six months ended June 30, 1996 from 
$1.8 million in the six months ended June 30, 1995. Operating income as a 
percent of revenues increased from 8% for the six months ended June 30, 1995 
to 11% for the six months ended June 30, 1996.

     Other expense increased $2.9 million to $544,000 during the six months 
ended June 30, 1996 compared with other income of $2.4 million for the six 
months ended June 30, 1995. This is primarily due to impact of a $2.4 million 
one time payment made during the first quarter of 1995 by a former client in 
connection with the early termination of a contract .

     As a result of the foregoing factors, net income increased $898,000 or 
37%, to $3.3 million for the six months ended June 30, 1996 from $2.4 million 
for the six months ended June 30, 1995. Excluding the one-time Payment, net 
income for the six months ended June 30, 1995 would have been $908,000. 
Accordingly net income would have increased $2.4 million, or 265%, in the 
first six months of 1996 compared with 1995.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 1996 the Company had cash and cash equivalents of $1.3 
million and short-term investments of $8.3 million. Cash used in operating 
activities was $2.9 million for the six months ended June 30, 1996 due 
primarily to a significant increase in accounts receivable resulting from the 
increased revenues during the second quarter of 1996. 

     Cash used in financing activities was $450,000 for the six months ended 
June 30, 1996. The Company incurred capital expenditures of $4.0 million and 
the Company used $2.4 million in connection with the Access 24 acquisition. 
These expenditures were offset by a $2.0 million reduction in short-term
investments and the receipt of $3.9 million from the sale of 50% of Access 24
UK. See Note 3 to the unaudited consolidated financial statements.

     Cash requirements for operating and financing activities for the 6 months
ended June 30, 1996 were financed with $4.5 million in cash flow from financing
activities consisting of $8.0 million in borrowings on the Company's line of 
credit, net of capital lease payments and the reduction of the bank overdraft.

                                     10 
<PAGE>


                   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS-CONTINUED
          FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995


     The Company has a $15 million unsecured revolving operating line of 
credit which expires on May 31, 1998.  At June 30, 1996 the outstanding 
borrowings under this agreement were $9.0 million.  These borrowings accrue 
interest at rates varying from 6.63% to 6.75%.  As of July 31, 1996 
borrowings under this agreement had been reduced to $6.5 million.  In 
addition, the Company has two master lease agreements. Under one agreement 
the Company may lease equipment up to an aggregate value of $15.0 million. 
As of June 30, 1996, amounts outstanding under this agreement were 
approximately $6.0 million.  Under the second agreement, the Company's 
borrowings are approved, and specific terms are set, on a case-by-case basis. 
As of June 30, 1996, the total amount outstanding under this agreement was 
approximately $576,000.

     The Company believes that the net proceeds from the initial public 
offering of common stock, together with cash from operations, existing cash 
and available borrowings under the line of credit and master lease 
agreements, will be sufficient to finance the Company's operations, planned 
capital expenditures and anticipated growth through 1997.



PART II.  OTHER  INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders.

     By Written Consent of the Stockholders of the Company dated June 30, 1996,
the holders of all of the 10,209,248 shares of the Company's  voting securities
(51,046,240 shares after giving effect to the five-for-one stock split effected
on July 31, 1996) voted in favor of amending and restating the Company's 
Certificate of Incorporation immediately prior and subject to the closing of
the Company's initial public offering of its common stock.  The Company's 
amended and restated Certificate of Incorporation was filed with the Secretary 
of State of Delaware and became effective on August 1, 1996.

Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits

          The following document is filed as an exhibit to this report:

          27.1 Financial Data Schedule

     (b)  Reports on Form 8-K

          The Company did not file any reports on Form 8-K during the three 
          months ended June 30, 1996.















                                      11


<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.


                                     TELETECH HOLDINGS, INC.
                                           (Registrant)



Date: AUGUST 13, 1996                /s/ KENNETH D. TUCHMAN
     ----------------------          --------------------------------------
                                     Kenneth D. Tuchman
                                     Chairman of the Board, President and 
                                       Chief Executive Officer


Date: AUGUST 13, 1996                /s/ STEVEN B. COBURN
     ----------------------          --------------------------------------
                                     Steven B. Coburn, Chief Financial 
                                       Officer














                                      12


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM TELETECH
HOLDINGS, INC.'S 1996 SECOND QUARTER FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                           1,327
<SECURITIES>                                     8,304
<RECEIVABLES>                                   27,567
<ALLOWANCES>                                     1,272
<INVENTORY>                                          0
<CURRENT-ASSETS>                                37,592
<PP&E>                                          27,081
<DEPRECIATION>                                   7,837
<TOTAL-ASSETS>                                  63,251
<CURRENT-LIABILITIES>                           30,859
<BONDS>                                              0
                                0
                                     13,290
<COMMON>                                         7,484
<OTHER-SE>                                       4,263
<TOTAL-LIABILITY-AND-EQUITY>                    63,251
<SALES>                                         56,619
<TOTAL-REVENUES>                                56,619
<CGS>                                                0
<TOTAL-COSTS>                                   50,340
<OTHER-EXPENSES>                                    84
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 460
<INCOME-PRETAX>                                  5,735
<INCOME-TAX>                                     2,417
<INCOME-CONTINUING>                              3,318
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,318
<EPS-PRIMARY>                                     0.06
<EPS-DILUTED>                                     0.06
        

</TABLE>


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