NACT TELECOMMUNICATIONS INC
10-Q, 1997-08-14
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                  UNITED STATES
                       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
         EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1997
                               -------------

                                       OR

/ /      TRANSISTION  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

                        Commission file number 000-22017

                          NACT TELECOMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)

         Delaware                                        87-0378662
- ----------------------------                ------------------------------------
(State or Other Jurisdiction                (IRS Employer Identification Number)
 of Incorporation or Organization)


191 West 5200 North, Provo, Utah                               84604
- -------------------------------------------------------------- --------------
(Address of Principal Executive Offices)                       (Zip Code)

Registrant's Telephone Number, Including Area Code: (801) 802-3000



- --------------------------------------------------------------------------------
(Former  Name,  Former  Address and Former  Fiscal Year,  if Changed  Since Last
Report)

382 East 720 South, Orem, Utah                                    84058
- --------------------------------------------------------------    --------------
(Former Address of Principal Executive Offices)                   (Zip Code)

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest  practicable date: At August 14, 1997,
there were  outstanding  8,113,712  shares of Common  Stock,  $.01 par value per
share, of the Registrant.


<PAGE>
                          NACT TELECOMMUNICATIONS, INC.
                                      INDEX

                          PART I. FINANCIAL INFORMATION

                                                                     Page Number
                                                                     -----------

Item 1.           Financial Statements:

         Balance Sheets
            June 30, 1997 and September 30, 1996 . . . . . . . . . . . . . . 3

         Statements of Income
            Three and Nine Months Ended June 30, 1997 and 1996 . . . . . . . 4

         Statements of Cash Flows
            Nine months ended June 30, 1997 and 1996 . . . . . . . . . . . . 5

         Notes to Financial Statements . . . . . . . . . . . . . . . . . . . 7


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


                           PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . .  13

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

                                       2

<PAGE>
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements:

                          NACT TELECOMMUNICATIONS, INC.
                                 Balance Sheets
                                 (In thousands)
<TABLE>
<CAPTION>

                                                               June 30, 1997
                                                                (Unaudited)      Sep. 30, 1996
                                                            -------------------------------------
   ASSETS
   Current Assets:
<S>                                                                    <C>                  <C> 
   Cash                                                                $10,081              $695
   Marketable securities                                                 2,240               250
   Accounts receivable, less allowance for doubtful
      accounts of $450 in 1997 and $100 in 1996                          7,128             3,171
   Notes receivable, less allowance for doubtful
      accounts of $372 in 1997 and $310 in 1996                          4,168               561
   Inventories                                                           2,396             2,406
   Prepaid expenses and other assets                                       164                17
   Deferred tax asset - current                                            383               418
                                                                ---------------------------------
    Total current assets                                               $26,560            $7,518
Fixed Assets:
  Property, plant, and equipment                                        $5,636            $1,145
  Less:  Accumulated depreciation                                         (428)             (427)
                                                                ---------------------------------
  Net fixed assets                                                      $5,208              $718
Notes receivable-long term                                                $302            $1,180
Intangibles                                                             $5,001            $5,075
Other Assets                                                              $162              $194
                                                                ---------------------------------
     Total Assets                                                      $37,233           $14,685
                                                                =================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
    Accounts payable                                                    $1,032            $2,252
    Bank Line of Credit                                                     50                 0
    Accrued expenses                                                       934               616
    Current corporate tax liability                                        853               200
    Capitalized leases-current                                              24                22
    Inter company payable                                                1,158               183
                                                            -------------------------------------
      Total current liabilities                                         $4,051            $3,273
Long Term Liabilities:
    Capitalized leases-long term                                           $45               $58
    Deferred compensation liability                                        158               158
    Deferred tax liability                                               1,048               986
                                                            -------------------------------------
      Total long-term liabilities                                       $1,251            $1,202
Stockholders' Equity:
    Common stock, $.01 par value                                           $81               $61
    Additional paid-in-capital                                          28,285             9,184
    Retained earnings                                                    3,565               965
    Unrealized appreciation on marketable securities                         0                 0
                                                            -------------------------------------
      Total stockholders' equity                                       $31,931           $10,210
                                                            -------------------------------------
      Total liabilities and stockholders' equity                       $37,233           $14,685
                                                            =====================================
</TABLE>

                 See accompanying notes to financial statements.
                                       3

<PAGE>
                          NACT TELECOMMUNICATIONS, INC.
                              Statements of Income
                      (In thousands, except per share data)
<TABLE>
<CAPTION>


                                                     Three Months Ended                   Nine Months Ended
                                                        (Unaudited)                          (Unaudited)
                                            ------------------------------------ -----------------------------------
                                                Jun 30, 1997      Jun 30, 1996       Jun 30, 1997    Jun 30, 1996
                                            ------------------------------------- -----------------------------------

Revenues:
<S>                                                      <C>              <C>               <C>               <C>   
  Product sales                                          $5,739           $3,228            $15,591           $7,899
  Network carrier sales                                   1,472            1,139              4,296           $2,397
                                            ------------------------------------- -----------------------------------

  Total revenues                                         $7,211           $4,367            $19,887          $10,296

Cost of goods sold:
  Products                                               $1,457           $1,779             $4,959           $4,357
  Network carrier usage                                   1,394            1,113              4,105            1,938
  Amortization of acquired intangibles                       91               91                272              272
                                            ------------------------------------- -----------------------------------

  Total cost of goods sold                               $2,942           $2,983             $9,336           $6,567
                                            ------------------------------------- -----------------------------------

Gross profit                                             $4,269           $1,384            $10,551           $3,729

Operating expenses:
  Research and development                                 $740             $328             $1,779             $955
  Sales and marketing                                       824              241              1,748              684
  General and administrative                                891              813              2,464            2,090
  Amortization of acquired intangibles                      143              143                430              429
                                            ------------------------------------- -----------------------------------

  Total operating expenses                               $2,598           $1,525             $6,421           $4,158
                                            ------------------------------------- -----------------------------------

Income (loss) from operations                            $1,671           ($141)             $4,130            ($429)

Other Income (expense):                                    $152             $34                $299              $70
                                            ------------------------------------- -----------------------------------

Income (loss) before income taxes                        $1,823           ($107)             $4,429            ($359)

Income taxes                                               $729            ($31)             $1,829            ($104)
                                            ------------------------------------- -----------------------------------

Net income after taxes                                   $1,094            ($76)             $2,600            ($255)
                                            ===================================== ===================================

Net income per share                                      $0.13          ($0.01)              $0.37           ($0.04)

Weighted average shares outstanding                       8,114            6,114              7,022            6,114
</TABLE>


                 See accompanying notes to financial statements.

                                       4

<PAGE>
                          NACT TELECOMMUNICATIONS, INC.
                            Statements of Cash Flows
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                              Nine Months Ended
                                                                                  June 30,
                                                                         1997                 1996
                                                                     (Unaudited)           (Unaudited)
                                                                 -------------------------------------------
Cash flows from operating activities:
<S>                                                                           <C>                    <C>   
  Net income                                                                  $2,600                 ($255)
  Adjustments  to reconcile  net income to net cash
         Provided by (used in) operating activities:
         Depreciation and amortization                                         1,029                    961
         Provision for loss on accounts and notes receivable                     933                    375
         Provision for loss on inventory                                         270                      -
         Provision for loss on sale of equipment                                  47
         Capital contribution by parent company                                  900                    (64)
         Deferred taxes                                                           97                     10
         Decrease (increase) in operating assets:
            Trade accounts and notes receivable                               (7,620)                   (80)
            Inventories                                                         (439)                (1,235)
            Prepaid expenses and other assets                                   (116)                   210
         Increase (decrease) in operating liabilities:
            Accounts payable                                                  (1,220)                   (19)
            Accrued expenses                                                     680                    (91)
            Income taxes payable                                                 655                     26
            Payable to GST USA                                                   975                   (309)
            Deferred revenue and deferred compensation                          (363)                   356
                                                                            ---------                 ------
               Net cash provided by (used in)
                  operating activities                                        (1,572)                 ( 115)
                                                                            ---------                 ------
  Cash flows from investing activities:
            Purchase of land, property, plant and equipment                   (4,576)                  (355)
            Proceeds from sale of marketable securities                          250                    397
            Cash included in transfer of Wins to parent                            -                   (174)
            Purchase of marketable securities                                 (2,240)                     -
            Capitalization of software development costs                        (736)                  (330)
                                                                            ---------                 ------
               Net cash provided by (used in)
                 investing activities                                         (7,302)                  (462)
   Cash flows from financing activities:
            Net borrowings under line of credit                                   50                      -
            Proceeds from issuance of common stock                            18,222                      -
            Principle payments of capital lease obligations                      (12)                   (11)
                                                                            ---------                 ------
               Net cash provided by (used in)
                 Financing activities                                         18,260                    (11)
                                                                            ---------                 ------
   Net (decrease) increase in cash                                             9,386                   (588)
   Cash at beginning of period                                                   695                  1,122
                                                                            ---------                 ------
   Cash at end of period                                                     $10,081                   $534
                                                                            ================================
</TABLE>


                 See accompanying notes to financial statements.

                                       5

<PAGE>

                          NACT TELECOMMUNICATIONS, INC.
                      Statements of Cash Flows (continued)
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                              Nine Months Ended
                                                                                   June 30,
                                                                         1997                  1996
                                                                      (Unaudited)          (Unaudited)
                                                                  ------------------- ----------------------
    Supplemental disclosures of cash flow information

        Cash paid during the period for:

<S>                                                                     <C>                    <C>
             Interest                                                   $18                     $9
             Income taxes                                               $62                    $70
</TABLE>




                 See accompanying notes to financial statements.


                                       6

<PAGE>

                          NACT TELECOMMUNICATIONS, INC.
                          Notes to financial statements

1.  Basis of Presentation

The interim  financial  statements  included  herein have been  prepared by NACT
Telecommunications, Inc. without audit, pursuant to the rules and regulations of
the Securities and Exchange  Commission  (the "SEC").  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 such SEC rules and regulations.  These condensed  financial
statements should be read in conjunction with the financial statements and notes
thereto  included  in  the  Company's   September  30,  1996  audited  financial
statements  filed with the SEC in January 1997 as part of the Company's  initial
public offering prospectus (the "Prospectus"). In the opinion of management, the
condensed financial statements included herein reflect all adjustments necessary
to present fairly the financial position of the Company as of June 30, 1997, and
the results of its  operations  for the three and nine month  periods ended June
30, 1997 and 1996,  and its cash flows for the nine month periods ended June 30,
1997 and 1996.  The  results  of  operations  for the  interim  periods  are not
necessarily indicative of the results of operations for the full year.

2.  Reincorporation

The Company was incorporated in Utah in January 1982. The Company reincorporated
in Delaware on February  13,  1997.  The number of  authorized  shares of Common
Stock, $0.01 par value per share, of the Company is 25,000,000 and the number of
authorized shares of preferred stock,  $0.01 par value per share, of the Company
is 10,000,000.

3.  Initial Public Offering

The Company  completed an initial public offering ("IPO") of its common stock in
February 1997. A total of 3,000,000 shares of Common Stock were sold,  2,000,000
shares by the Company  and  1,000,000  shares by GST USA,  Inc.,  the  Company's
parent  ("Selling  Shareholder  or GST USA").  The  selling  price per share was
$10.00.  The Company  and the Selling  Shareholder  received  gross  proceeds of
$20,000,000 and $10,000,000,  respectively. The net proceeds to the Company from
the sale, after deducting underwriting discounts and estimated offering expenses
was approximately $18,167,000. The Company did not receive any proceeds from the
sale of Common Stock by the Selling Shareholder.

4.       Earnings Per Share

Earnings per share is computed  based on the weighted  average  number of common
shares and, as appropriate, dilutive common stock equivalents outstanding during
the period.  Stock options are considered to be common stock equivalents.  Fully
diluted  earnings  per share for the three months and nine months ended June 30,
1997 and June 30, 1996 were not materially  different from primary  earnings per
share.

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting Standards No. 128, Earnings per Share (SFAS 128). SFAS 128
established a different method of computing earnings per share than is currently
required  under the  provisions of Accounting  Principles  Board Opinion No. 15.
Under SFAS 128, the Company will be required to present both basic  earnings per
share and diluted earnings per share. Basic earnings per share is expected to be
higher than the currently  presented primary earnings per share as the effect of
dilutive  stock options will not be considered in computing  basic  earnings per
share. Diluted earnings per share is expected to be comparable or slightly lower
than the currently presented primary earnings per share.

                                       7

<PAGE>


SFAS 128 is effective for both interim and annual  periods ending after December
15, 1997. Accordingly,  the Company plans to adopt SFAS 128 in the first quarter
of fiscal 1998.

5.  Stock Plan

The  Company's  1996 Stock Option Plan (the "Stock Option Plan") was approved by
the Board of Directors and sole stockholder of the Company on November 26, 1996.
The purpose of the Stock Option Plan is to create additional  incentives for the
Company's  employees,  directors and others who perform substantial  services to
the Company by providing an opportunity  to purchase  shares of the Common Stock
pursuant to the exercise of options  granted  under the Stock  Option Plan.  The
Company may grant options that qualify as incentive  stock options under Section
422 of the Internal  Revenue Code, and  non-qualified  stock options.  Incentive
stock options may be granted to employees  (including officers and directors who
are  employees).  Non-qualified  stock  options  may be  granted  to  employees,
officers, directors,  independent contractors and consultants of the Company. As
of June 30, 1997,  1,250,000  shares were reserved for issuance  under the Stock
Option  Plan and  options  to  purchase  886,150  shares  of Common  Stock  were
outstanding.

Options become  exercisable at such times and in such  installments as the Board
of  Directors or  Compensation  Committee  provides.  The Stock Option Plan will
terminate  on November  25,  2006,  unless  earlier  terminated  by the Board of
Directors.


6.  Inventories
<TABLE>
<CAPTION>

Inventories are as follows (in thousands):
                                                     June 30, 1997           September 30, 1996
                                                     -------------  -------------------------------

<S>                                                      <C>                      <C> 
Raw materials                                            $1,139                    $378
Work-in-process                                             361                     346
Finished goods                                              145                     317
Refurbished inventory held for sale                         751                   1,365
                                             ------------------------------------------------------
                                                         $2,396                   $2,406
                                             ======================================================
</TABLE>

7.  Property and Equipment

Property and equipment are as follows (in thousands):
<TABLE>
<CAPTION>

                                                          June 30, 1997      September 30, 1996
                                                          -------------      ------------------
<S>                                                           <C>                       <C> 
Furniture and equipment                                         $199                    $212
Computer equipment                                               603                     441
Switch and testing equipment                                     788                     492
Automobile                                                        22                       0
Land                                                             563                       0
Construction in progress                                       3,461                       0
                                                      ---------------------------------------
                                                               5,636                   1,145
Less accumulated depreciation and amortization                   428                     427
                                                      ---------------------------------------
                                                              $5,208                    $718
                                                      =======================================
</TABLE>

Property, plant and equipment increased from September 30, 1996 to June 30, 1997
primarily due to the purchase of land and the costs incurred on the construction
of the Company's new manufacturing and headquarters facility in Provo, Utah.

                                       8

<PAGE>

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

This  report  contains   forward-looking   statements  that  involve  risks  and
uncertainties.  The actual future results of the Company could differ materially
from  those  statements.   Factors  that  could  cause  or  contribute  to  such
differences  include,  but are not limited to,  uncertainties  regarding  market
acceptance of new products and product enhancements,  delays in the introduction
of  new  products  or  enhancements,  size  and  timing  of  individual  orders,
competition and pricing in the software industry, general economic conditions in
the Company's geographic markets, seasonality of revenues,  litigation involving
the  Company,  and the  management  of the  Company's  growth as well as factors
discussed in the Company's Prospectus.

Results of Operations

The following table sets forth certain statement of operations data presented as
a percentage of revenues, for the period indicated:
<TABLE>
<CAPTION>

                                                     Three Months Ended                   Nine Months Ended
                                            ------------------------------------ -----------------------------------
                                               Jun. 30, 1997     Jun. 30, 1996      Jun. 30, 1997    Jun. 30, 1996
                                            ------------------------------------- -----------------------------------
                                                                           (Unaudited)
       Revenues:
<S>                                                      <C>              <C>                <C>              <C>   
         Product sales                                    79.6%            73.9%              78.4%            76.7%

         Network carrier sales                            20.4%            26.1%              21.6%            23.3%
                                                --------------------------------- -----------------------------------

         Total revenues                                  100.0%           100.0%             100.0%           100.0%

       Cost of goods sold:
         Products                                         20.2%            40.7%              24.9%            42.3%
         Network carrier usage                            19.3%            25.5%              20.6%            18.8%
         Amortization of acquired intangibles              1.3%             2.1%               1.4%             2.7%
                                                --------------------------------- -----------------------------------

         Total cost of goods sold                         40.8%            68.3%              46.9%            63.8%
                                                --------------------------------- -----------------------------------

       Gross profit                                       59.2%            31.7%              53.1%            36.2%

       Operating expenses:
          Research and development                        10.2%             7.5%               8.9%             9.3%
          Sales and marketing                             11.4%             5.5%               8.8%             6.6%
          General and administrative                      12.4%            18.6%              12.4%            20.3%
          Amortization of acquired intangibles             2.0%             3.3%               2.2%             4.2%
                                                --------------------------------- -----------------------------------

          Total operating expenses                        36.0%            34.9%              32.3%            40.4%
                                                --------------------------------- -----------------------------------

       Income (loss) from operations                      23.2%            (3.2%)              20.8%           (4.2%)

       Other Income (expense):                             2.1%             0.8%               1.5%             0.7%
                                                --------------------------------- -----------------------------------

       Income before income taxes                         25.3%           (2.4%)              22.3%            (3.5%)

       Income taxes                                       10.1%           (0.7%)               9.2%            (1.0%)
                                                --------------------------------- -----------------------------------

       Net income after taxes                            15.2%            (1.7%)              13.1%            (2.5%)
                                                ================================= ===================================
</TABLE>

                                       9
<PAGE>

Total Revenues. The Company's revenues increased 63.6% from $4.4 million for the
three months ended June 30, 1996 to $7.2 million in the equivalent 1997 quarter.
Product  sales,  which  includes  switching  application  systems,  software and
factory  support,  increased  78.1% from $3.2 million for the three months ended
June 30, 1996 to $5.7 million in the  equivalent  1997 quarter  primarily due to
sales of the  larger  port  capacity  STX  switching  system  which has a higher
selling price. The STX is the Company's new switching application platform which
was released to the market in May 1996.  Network  carrier sales  increased 36.4%
from $1.1  million for the three  months  ended June 30, 1996 to $1.5 million in
the  equivalent  1997 quarter  primarily due to increased  carrier usage volumes
from existing network carrier customers.

The Company's  revenues  increased  93.2% from $10.3 million for the nine months
ended June 30, 1996 to $19.9  million in the  equivalent  1997  period.  Product
sales  increased 97.5% from $7.9 million for the nine months ended June 30, 1996
to $15.6 million in the  equivalent  1997 period  primarily due to increased per
unit and larger port capacity sales of the STX, which was released to the market
in May 1996.  Network  carrier sales  increased  79.2% from $2.4 million for the
nine months  ended June 30, 1996 to $4.3 million in the  equivalent  1997 period
primarily due to increased  carrier usage volumes from existing  network carrier
customers.

Gross Profit.

Product Sales. The Company's gross profit increased 207.1% from $1.4 million for
the three  months  ended June 30, 1996 to $4.3  million in the  equivalent  1997
quarter due to an increase in product sales  resulting  from sales of the higher
margin,  larger port capacity STX switch,  which was introduced to the market in
May 1996.  Gross profit on product sales as a percent of product sales was 44.9%
and 74.6% for the three months ended June 30, 1996 and 1997, respectively.

The  Company's  gross  profit  increased  186.5% from $3.7  million for the nine
months ended June 30, 1996 to $10.6 million in the equivalent 1997 period due to
an increase in product  sales  resulting  from sales of the larger port capacity
STX.  Gross profit on product  sales as a percent of product sales was 44.8% and
68.2% for the nine months ended June 30, 1996 and 1997, respectively.

Network Carrier Sales.  The Company's gross profit increased 200.0% from $26,000
for the three  months  ended June 30,  1996 to $78,000  in the  equivalent  1997
quarter  primarily due to an increase in network  carrier sales  resulting  from
higher  carrier usage volumes from existing  network  carrier  customers.  Gross
profit on network  carrier sales as a percent of network  carrier sales was 2.3%
and 5.3% for the three months ended June 30, 1996 and 1997, respectively.

The  Company's  gross profit  decreased  58.4% from $459,000 for the nine months
ended June 30, 1996 to $191,000 in the equivalent  1997 period  primarily due to
increased usage costs to several international  countries in which the Company's
network  carrier  service  customers were doing a high volume of traffic.  Gross
profit on network  carrier sales as a percent of network carrier sales was 19.1%
and 4.4% for the nine months ended June 30, 1996 and 1997, respectively.

                                       10

<PAGE>

Research  and  Development.  The  Company's  research and  development  expenses
increased  125.6%  from  $328,000  for the three  months  ended June 30, 1996 to
$740,000  in  the  equivalent  1997  quarter  primarily  due to an  increase  in
personnel  and other  expenditures  for planning and  implementation  of several
hardware and software research and development  projects designed to enhance the
STX  switching  platform  and  the  NTS  billing  system.  Capitalized  software
development  costs were $84,000 and $212,000 for the three months ended June 30,
1996 and 1997, respectively.

The  Company's  research  and  development  expenses  increased  80.0% from $1.0
million  for the  nine  months  ended  June  30,  1996 to  $1.8  million  in the
equivalent  1997 period  primarily  due to an increase  in  personnel  and other
expenditures  for planning and  implementation  of several hardware and software
research and development projects designed to enhance the STX switching platform
and the NTS billing  system.  The Company  expects that research and development
expenses will increase in the future to facilitate  the rapid  deployment of new
products and applications.  Capitalized software development costs were $244,000
and $749,000 for the nine months ended June 30, 1996 and 1997, respectively.

Sales and Marketing. The Company's sales and marketing expenses increased 241.9%
from  $241,000  for the three  months  ended June 30,  1996 to  $824,000  in the
equivalent 1997 quarter  primarily due to the hiring of additional  senior sales
personnel, the opening of new domestic sales offices,  increased advertising and
trade  show  expenditures,  and  increased  commissions  paid as a result of the
increase in STX switch sales.

The Company's sales and marketing  expenses  increased  155.6% from $684,000 for
the nine  months  ended June 30,  1996 to $1.7  million in the  equivalent  1997
period  primarily due to the hiring of additional  senior sales  personnel,  the
opening of new domestic  sales  offices,  increased  advertising  and trade show
expenditures  made to enhance the  Company's  marketing  program  and  increased
commissions paid as a result of the increase in STX switch sales.

General and  Administrative.  The Company's general and administrative  expenses
increased  9.6%  from  $813,000  for the three  months  ended  June 30,  1996 to
$891,000 in the  equivalent  1997 quarter  primarily due to the expansion of the
administrative and technical support departments.

The Company's  general and  administrative  expenses  increased  19.0% from $2.1
million  for the  nine  months  ended  June  30,  1996 to  $2.5  million  in the
equivalent  1997  period  primarily  due to  the  expansion  of the  purchasing,
technical  support,  and training  departments in order to support the Company's
increased  shipments and  installations  of the STX  switching  platform and NTS
billing systems.

Amortization of Acquired  Intangibles.  The Company has included amortization of
acquired  intangibles  as a  component  of both  cost  of  sales  and  operating
expenses.  These intangibles arose as a result of the acquisition of the Company
by GST USA through a series of purchases of newly issued shares and shares owned
by former  stockholders of the Company.  Such purchases  occurred from September
1993 through  December  1994.  GST USA accounted for the  acquisition  using the
purchase  method of  accounting.  The excess of the purchase price over the fair
value  of the  assets  acquired  was  assigned  by GST  USA as  product  support
contracts,  software  development  costs and goodwill,  and, in accordance  with
requirements of the Securities and Exchange Commission, has been included in the
balance  sheets of the Company  with  related  amortization  recorded in cost of
goods sold and other operating expenses.  Product support contracts and software
development costs are being amortized over a five year straight-line  period and
goodwill is being amortized over a 20 year straight-line period.

                                       11

<PAGE>

Income Taxes.  The  Company's  effective tax rate for the nine months ended June
30, 1997 was 40.0%.  This is higher than the  respective  statutory  federal and
state tax rates due to amortization of goodwill.  This higher effective tax rate
is expected to continue during the amortization  period of the acquired goodwill
from GST USA.

Fluctuations in quarterly operating results.  Operating results have in the past
and may in the future fluctuate due to factors such as the timing of new product
introductions  by the  Company  and  its  competitors,  delays  in  new  product
introductions by the Company,  market  acceptance of new or enhanced versions of
the Company's  products,  changes in the product or customer mix, changes in the
level of operating expenses,  competitive pricing pressures, the gain or loss of
significant  customers,   increased  research  and  development  and  sales  and
marketing  expenses  associated  with new  product  introductions  and  economic
conditions in general and in the Company's industry.  Due to the high unit price
and long lead times associated with revenues derived from equipment orders,  the
Company's financial results may fluctuate  significantly depending upon the time
of the actual  shipment of such orders.  All of the above  factors are difficult
for the Company to forecast, and these or other factors can materially adversely
affect the Company's business, financial condition and results of operations for
one quarter or a series of quarters.  The Company's  expense levels are based in
part on its expectations  regarding future sales and are fixed in the short term
to a large extent.  Therefore, the Company may be unable to adjust spending in a
timely  manner  to  compensate  for  any  unexpected  shortfall  in  sales.  Any
significant  decline in demand  relative to the  Company's  expectations  or any
material  delay of customer  orders could have a material  adverse effect on the
Company's business, financial condition and results of operations.


Liquidity and Capital Resources.  The Company currently finances its operations,
and normal reoccurring  capital  expenditures  through cash flow from operations
and its current cash and  short-term  investment  balances.  For the nine months
ended June 30, 1997,  operating  activities used cash of $ 1.6 million.  Capital
expenditures,  including the purchase of land, totaled $4.6 million for the nine
month period ended June 30, 1997.  The Company had principal  commitments  as of
June 30, 1997 for approximately $679,000 to complete construction of and furnish
the Company's new headquarters building and approximately  $200,000 for contract
design and completion of the new 68060 CPU processor for the STX.

As of June 30,  1997,  the Company had cash,  cash  equivalents  and  marketable
securities  totaling  $12.3 million an increase of $11.4 million from  September
30, 1996  primarily  due to the cash  proceeds  received from the sale of common
stock from the Company's IPO in March 1997.

The Company maintains an unsecured bank line of credit expiring in February 1998
that provides borrowings up to $750,000 at the bank's prime rate plus one point.
Fifty thousand ($50,000) was outstanding under the line credit at June 30, 1997.

As of June 30,  1997,  the  Company was  contingently  liable  under  repurchase
agreements for a maximum of $2.3 million to Zions Credit Corporation  ("Zions").
Zions provides lease financing to the Company's customers on a recourse basis.

The Company  believes that the cash proceeds of the Company's  IPO,  anticipated
cash flows from  operations  and its line of credit will  satisfy the  Company's
working  capital  and  capital  expenditure  requirements  for at least the next
twelve months.  However,  there can be no assurance that the Company will not be
required to seek  additional  capital  sooner or, if so required,  that adequate
capital will be available on terms acceptable to the Company, or at all.

                                       12

<PAGE>

PART II - OTHER INFORMATION


Item 6.          Exhibits and Reports on Form 8-K

                 (a)  Exhibits
                           Exhibit 27: Financial Data Schedule

                 (b)   Reports on Form 8-K
                           None








                                       13

<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.

Date: August 14, 1997

                                    NACT TELECOMMUNICATIONS, INC.
                                         (Registrant)


                                    /S/ A. Lindsay Wallace
                                    ----------------------
                                        A. Lindsay Wallace
                                        President and Chief Executive Officer



                                    /S/ Eric F. Gurr
                                    ----------------
                                    Eric F. Gurr
                                    Chief Financial Officer


                                       14


<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
This  schedule  contains  summary  financial   information  extracted  from  the
Company's  Form 10-Q for the quarter ended June 30, 1997 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
       
<S>                                 <C>
<PERIOD-TYPE>                       3-MOS
<FISCAL-YEAR-END>                                    SEP-30-1997
<PERIOD-END>                                         JUN-30-1997
<CASH>                                               $10,081,000
<SECURITIES>                                           2,240,000
<RECEIVABLES>                                         12,420,000
<ALLOWANCES>                                           (822,000)
<INVENTORY>                                            2,396,000
<CURRENT-ASSETS>                                      26,560,000
<PP&E>                                                 5,636,000
<DEPRECIATION>                                         (428,000)
<TOTAL-ASSETS>                                        37,233,000
<CURRENT-LIABILITIES>                                  4,051,000
<BONDS>                                                        0
<COMMON>                                                  81,000
                                          0
                                                    0
<OTHER-SE>                                            31,850,000
<TOTAL-LIABILITY-AND-EQUITY>                          37,233,000
<SALES>                                                7,211,000
<TOTAL-REVENUES>                                       7,211,000
<CGS>                                                  2,942,000
<TOTAL-COSTS>                                          2,598,000
<OTHER-EXPENSES>                                               0
<LOSS-PROVISION>                                         521,000
<INTEREST-EXPENSE>                                        18,000
<INCOME-PRETAX>                                        1,823,000
<INCOME-TAX>                                             729,000
<INCOME-CONTINUING>                                    1,094,000
<DISCONTINUED>                                                 0
<EXTRAORDINARY>                                                0
<CHANGES>                                                      0
<NET-INCOME>                                           1,094,000
<EPS-PRIMARY>                                               0.13
<EPS-DILUTED>                                               0.13
        

</TABLE>


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