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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 March 31, 1999
[ ] 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 0-22317
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MELITA INTERNATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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GEORGIA 58-1378534
(State or other Jurisdiction of Incorporation (I.R.S. Employer Identification
or Organization) Number)
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5051 PEACHTREE CORNERS CIRCLE
NORCROSS, GEORGIA 30092-2500
(770) 239-4330
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
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. Common stock, no par value,
outstanding as of May 12, 1999: 15,651,102 shares.
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PART 1 - FINANCIAL INFORMATION
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Page
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Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 1999 (unaudited) and December 31, 1998. 3
Unaudited Consolidated Statements of Operations for the three months ended March 31, 1999 4
and 1998.
Unaudited Consolidated Statement of Cash Flows for the three months ended March 31, 1999 5
and 1998.
Notes to Consolidated Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition and 9
Results of Operations.
Item 3. Quantitative and Qualitative Disclaimers
About Market Risk 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits 13
Signatures 14
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MELITA INTERNATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE DATA)
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<CAPTION>
March 31, December 31,
1999 1998
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(Unaudited) (Unaudited)
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ASSETS
Current assets:
Cash and cash equivalents $10,344 $ 7,684
Marketable securities 22,917 22,756
Accounts receivable, net of allowance for doubtful accounts of
$3,074 at March 31, 1999 and $2,450 at December 31, 1998 36,546 32,287
Inventories 442 1,260
Deferred taxes 3,731 3,731
Prepaid expenses and other 414 403
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Total current assets 74,394 68,121
Property and equipment, net of accumulated depreciation 7,342 7,008
Other assets 262 179
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$81,998 $75,308
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,057 $ 6,624
Accrued liabilities 12,774 11,835
Deferred revenue 7,071 5,965
Customer deposits 1,223 815
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Total current liabilities 27,125 25,239
Stockholders' Equity
Common Stock, no par value, 100,000,000
shares authorized 15,633,615 outstanding at March 31, 1999
and 15,270,738 issued and outstanding at December 31, 1998 69 69
Additional paid-in capital 38,372 37,075
Accumulated other comprehensive income 70 96
Retained earnings 16,362 12,829
Total stockholders' equity 54,873 50,069
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Total liabilities and stockholders' equity $81,998 $75,308
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The accompanying notes are an integral part of these
consolidated balance sheets.
3
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MELITA INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS)
(UNAUDITED)
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For the three months ended
March 31,
1999 1998
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Net revenues:
Product $19,828 $14,820
Service 7,716 5,552
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Total revenues 27,544 20,372
Cost of revenues:
Product 6,139 4,760
Service 4,013 2,787
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Total cost of revenues 10,152 7,547
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Gross margin 17,392 12,825
Operating expenses:
Research and development 3,050 2,295
Selling, general and administrative 9,112 6,822
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Total operating expenses 12,162 9,117
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Income from operations 5,230 3,708
Other income (expense), net 290 273
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Income before income taxes 5,520 3,981
Income tax provision 1,987 1,433
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Net income after income tax $ 3,533 $ 2,548
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Earnings per share
Basic $ 0.23 $ 0.17
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Diluted $ 0.22 $ 0.16
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Weighted average common and common
equivalent shares
Basic 15,501 15,168
Diluted 16,178 15,992
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The accompanying notes are an integral part of these consolidated statements.
4
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MELITA INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
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For the three months ended
March 31,
1999 1998
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Cash flows from operating activities:
Net income $ 3,533 $ 2,548
Adjustments to reconcile net income to net cash provided
by(used in) operating activities:
Depreciation and amortization 584 386
Changes in assets and liabilities:
Accounts receivable, net (4,258) (4,284)
Inventories 818 (158)
Prepaid expenses and other assets (11) (130)
Accounts payable (567) (31)
Accrued liabilities 939 1,210
Deferred revenue 1,106 1,043
Customer deposits 408 (1,258)
Other, net (59) (47)
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Total adjustments (1,040) (3,269)
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Net cash provided by operating activities 2,493 (721)
Cash flows from investing activities:
Purchases of property and equipment (919) (1,166)
Purchase of marketable securities (211) 953
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Net cash (used in) investing activities (1,130) (213)
Cash flows from financing activities:
Repayment of capital lease obligations -- --
Net proceeds from issuance of common stock 1,297 6
Repayment of note payable to stockholder -- --
Distributions to stockholders -- --
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Net cash provided by financing activities 1,297 6
Net change in cash and cash equivalents 2,660 (928)
Cash and cash equivalents, beginning of period 7,684 6,845
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Cash and cash equivalents, end of period 10,344 5,917
Marketable securities 22,917 23,030
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Cash, cash equivalents and marketable securities $33,261 $28,947
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Supplemental Disclosures of Cash Flow Information:
Income taxes paid $ 1,276 $ 203
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The accompanying notes are an integral part of these consolidated statements.
5
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MELITA INTERNATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
1. Basis of Presentation
The unaudited consolidated financial statements presented herein have been
prepared in accordance with generally accepted accounting principles applicable
to interim financial statements. Accordingly, they do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements. In the opinion of the Company's management,
these consolidated financial statements contain all adjustments (which comprise
only normal and recurring accruals) necessary to present fairly the financial
position as of March 31, 1999 and 1998. The interim results for the three
months ended March 31, 1999 are not necessarily indicative of the results to be
expected for the full year. These statements should be read in conjunction with
the Company's combined financial statements for the fiscal year ended December
31, 1998, as filed in its annual report on form 10-K.
2. Principles of Consolidation
The accompanying financial statements include the accounts of the Company and
its wholly-owned subsidiaries. All significant inter-company balances and
transactions have been eliminated in consolidation.
3. Inventories
Inventories are stated at the lower of first-in, first-out (FIFO) cost or
market and consist of the following at:
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March 31, 1999 December 31, 1998
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Raw Materials $ 157 $ 143
Work in process 28 37
Finished goods 257 1,080
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Total inventories $ 442 $ 1,260
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4. Earnings Per Share
Earnings per share are computed using the weighted-average number of common
stock and diluted common stock equivalents ("CSE") shares from stock options
(using the treasury stock method) outstanding during each period.
The following table presents the components of diluted weighted average shares
outstanding.
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For the three months ended For the three months ended
March 31, 1999 March 31, 1998
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Weighted average shares outstanding
Basic weighted average shares outstanding 15,501 15,168
Weighted average common equivalent shares 677 824
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Diluted weighted average shares outstanding 16,178 15,992
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5. Revenue Recognition
In October, 1997 the American Institute of Certified Public Accountants issued
Statement Of Position 97-2, Software Revenue Recognition ("SOP 97-2"). The
Company adopted SOP 97-2 in the first quarter of 1998. The Company believes
that its revenue recognition practices are consistent with those required by
SOP 97-2.
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6. Other Comprehensive Income
In June, 1997 the Financial Accounting Standards Board issued SFAS No. 130,
Reporting Comprehensive Income. Statement of Financial Accounting Standards No.
130 establishes standards for the disclosure of all components of comprehensive
income. Comprehensive income is defined as the change in equity of a business
enterprise during a period from transactions and other events and circumstances
from non-owner sources. The Company adopted SFAS No. 130 in 1998. The changes
in the components of other comprehensive income are reported as follows (in
thousands):
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For the three months ended
March 31,
1999 1998
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Net income as reported $ 3,533 $ 2,548
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Other comprehensive income:
Foreign currency translation $ (24) $ 21
Unrealized gains on securities, net (50) 29
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Other comprehensive income $ (74) $ 50
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7. Recently Issued Accounting Standards
In June, 1998 the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133 requires that every
derivative instrument be recorded in the balance sheet as either an asset or
liability measured at its fair value. SFAS No. 133 is required for fiscal years
beginning after June 15, 1999. The Company does not believe that the adoption
of this standard will have a material impact on its financial position or
results of operations.
8
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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Three Months Ended March 31, 1999 and 1998
Revenues
Product. We increased our product revenues by 33.8% from $14.8 million
in the first quarter 1998 to $19.8 million in the same period 1999. The increase
in product revenues was due to continued strong demand for our PhoneFrame
Explorer product line, increased marketing and sales efforts, increased
international sales through the direct channel and increased sales through
distribution channels.
Service. We increased our service revenues by 39.0% from $5.5 million
in the first quarter 1998 to $7.7 million in the same quarter 1999. Service
revenues increased primarily due to an increase in the number of maintenance
and support agreements and, to a lesser degree, from revenues generated by
installation of new systems, upgrades to existing systems and consulting
services.
Cost of Revenues
Product. The cost of product revenues includes the cost of material,
the cost of sublicensing third-party software, personnel-related costs for
internal product assembly and fees paid to third parties for outsourced product
assembly. Cost of product revenues increased from $4.8 million, or 32.1% of
related product revenues, in the first quarter 1998, to $6.1 million, or 31.0%
of related product revenues in the first quarter of 1999. The increase in
absolute dollars in the cost of product revenues was due to the increase in the
volume of shipments of our products. The decrease, as a percentage of product
revenues, was primarily due to product design improvements, reduced material
purchase costs, and lower hardware content of the systems.
Service. The cost of service revenues primarily consists of
employee-related costs for customer support, consulting and field service
personnel and fees paid to third parties for installation services and post-
installation hardware maintenance services. Cost of service revenues increased
from $2.8 million, or 50.2% of related service revenues, in the first quarter
1998, to $4.0 million, or 52.0% of related services revenues, in the first
quarter of 1999. The increase in absolute dollars in the cost of service
revenues was primarily due to the increase in service personnel to support the
larger installed customer base and higher volume of installations. The increase
as a percentage of service revenues, was primarily due to increased
infrastructure spending for international operations and to support expansion
of domestic indirect distribution channels.
Operating Expenses
Engineering, research and development. Engineering, research and
development expenses primarily consist of employee-related costs for
engineering personnel involved with software, voice processing and CTI
technology development. Also included are outside contractor costs for
development projects and expendable equipment purchases. Engineering, research
and development costs increased from $2.3 million, or 11.3% of total revenues,
in the first quarter of 1998, to $3.0 million, or 11.1% of total revenues, in
the first quarter of 1999. The increase in absolute dollars resulted primarily
from the addition of developers and outside contractors to support our new
product development efforts, which were focused on continued enhancements to
PhoneFrame Explorer and ongoing development of future products, including
Enterprise Explorer. The decrease as a percentage of total revenue was due to
the increased volume of revenue. We intend to continue to invest heavily in
product development activities. As a result, we expect that engineering,
research and development costs will increase in absolute dollars and may
increase as a percentage of revenues in the future.
Selling, general and administrative. Selling, general and
administrative expenses consist primarily of employee-related costs for sales,
marketing, administrative, finance and human resources personnel. Also included
are marketing expenditures for trade shows, advertising and other promotional
expenditures. Selling, general and administrative costs increased from $6.8
million, or 33.5% of total revenues, in the first quarter of 1998, to $9.1
million, or 33.1% of total revenues, in the same period 1999. This increase in
absolute dollars was primarily related to the expansion of our sales and
marketing resources, increased commission expenses due to higher sales, and
increased levels of marketing activities. The decrease as a percentage of total
revenues was primarily a result of leveraging the infrastructure and
improvements to operating efficiencies. We intend to continue to expand our
sales, marketing and sales support operations in 1999. As a result, we expect
selling, general and administrative costs will increase in absolute dollars and
may increase as a percentage of revenue in the future.
9
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Other Income (Expense), Net
Other income (expense), net increased from $273,000 in the first
quarter of 1998 to $290,000 in the first quarter of 1999. This income
was primarily due to interest income earned on our investments in marketable
securities.
FINANCIAL CONDITION
Total assets as of March 31, 1999, were $82.0 million, an increase of
$6.7 million from December 31, 1998. The increase was primarily due to increases
in cash, accounts receivable and net property and equipment. Accounts receivable
increased $4.3 million primarily due to an increased proportion of sales through
distribution and international channels as well as a large percentage of sales
activity occurring late in the quarter. Historically, bad debt write-offs have
been less that 1% of total revenue. Net property and equipment increased by $.3
million primarily due to purchases of equipment and software to support the
increased number of employees and purchases of equipment used for development
purposes.
Current liabilities as of March 31, 1999 were $27.1 million, an
increase of $1.9 million from December 31, 1998. The increase was primarily due
to an increase in accrued income taxes, employee related compensation and
deferred revenue.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1999, the Company had $33.3 million in cash, cash equivalents
and marketable securities, compared to $30.4 million as of December 31, 1998.
The Company's working capital was $47.3 million for the period ending March 31,
1999 as compared to $42.9 million for period ending December 31, 1998.
Operating activities provided $2.5 million during the first three months of
fiscal 1999. Cash used in investing activities totaled $1.1 million during the
first three months of fiscal 1999. Such investing activities consisted of
purchases of property and equipment and an increase in short term interest
bearing investments. The Company anticipates that existing cash and cash
equivalents will be adequate to meet its cash requirements for the next twelve
months.
IMPACT OF THE YEAR 2000 ISSUE
YEAR 2000 READINESS
Introduction
Many currently installed computer systems and software products are
coded to accept only two digit entries in date code fields. Beginning in the
year 2000, many of these systems will need to be modified to accept four digit
entries or otherwise distinguish twenty-first century dates from twentieth
century dates. As a result, over the next year, computer systems and/or
software used by many companies may need to be upgraded to comply with such
"Year 2000" requirements.
The Company's State of Readiness
Our management has chartered a Year 2000 Committee and charged it with
the task of evaluating our Year 2000 readiness and recommending action that we
should take to minimize disruption from the Year 2000 issue. The Year 2000
Committee has developed a comprehensive checklist, or Year 2000 Plan, to
address our Year 2000 readiness with respect to both IT and non-IT systems. The
Year 2000 Plan covers all major and minor IT and non-IT systems potentially
impacted by the Year 2000. Beginning in the second quarter of 1998, we
initiated a quarterly review of the status of resolution of any items in the
Year 2000 Plan.
The latest versions of our products are designed to be Year 2000
compliant. We are in the process of determining the extent to which our earlier
software products as implemented in our installed customer base are Year 2000
compliant, as well as the impact of any non-compliance on us and our customers.
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To operate our business, we rely upon relationships with third parties
over which we can assert little control. The Year 2000 Committee is in the
process of assessing the risks associated with the failure of such third
parties to adequately address the Year 2000 issue. The Year 2000 Committee is
also assessing the risks associated with non-IT systems on which our operations
rely that may contain microcontrollers or embedded systems technologies that
are not Year 2000 compliant.
The Costs to Address Our Year 2000 Issues
We estimate that the cost to address our Year 2000 issues will not
have a material impact on operations.
The Risks of Our Year 2000 Issues
We do not currently believe that the effects of any Year 2000
non-compliance in our installed base of software adversely affect our business,
financial condition and results of operations. However, our investigation is
not yet completed, and no assurance can be given that we will not be exposed to
potential claims resulting from system problems associated with the century
change. There can also be no assurance that our software products that are
designed to be Year 2000 compliant contain all necessary date code changes. In
addition, Year 2000 non-compliance in our internal IT systems and certain
non-IT systems on which our operations rely or non-compliance by our business
partners could adversely affect our business, financial condition and results
of operations.
We believe that the purchasing patterns of customers and potential
customers may be affected by Year 2000 issues in a variety of ways. Many
companies are expending significant resources to correct or patch their current
software systems for Year 2000 compliance. These expenditures may result in
reduced funds available to purchase software products such as those offered by
us. Potential customers may also choose to defer purchasing Year 2000 compliant
products until they believe it is absolutely necessary, thus potentially
resulting in stalled market sales within the industry. Conversely, Year 2000
issues may cause other companies to accelerate purchases, thereby causing an
increase in short-term demand and a consequent decrease in long-term demand for
software products. Additionally, Year 2000 issues could cause a significant
number of companies, including our current customers, to reevaluate their
current software needs and as a result switch to other systems or suppliers.
Any of the foregoing could adversely affect our business, financial condition
and results of operations.
Our Contingency Plans
We are prepared to develop contingency plans for business functions
that are susceptible to a substantive risk of disruption resulting from a Year
2000 related event. However, we have not yet identified any business function
that is materially at risk of Year 2000 related disruption, and thus have not
yet developed detailed contingency plans specific to Year 2000 events for any
business function. We are prepared for the possibility, however, that certain
business functions may be hereafter identified as at risk. We will develop
contingency plans for such business functions as and if such determinations are
made.
FORWARD LOOKING STATEMENTS
Certain statements contained in this filing are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995,
including but not limited to statements related to plans for future business
development activities, anticipated costs of revenues, product mix and service
revenues, research and development and selling, general and administrative
activities, and liquidity and capital needs and resources. Such forward-looking
statements are subject to risks, uncertainties and other factors which could
cause actual results to differ materially from future results expressed or
implied by such forward-looking statements. Investors are cautioned that any
forward looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those contemplated by such forward looking statements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLAIMERS ABOUT MARKET RISK.
FOREIGN EXCHANGE
During the three months ended March 31, 1999, total revenues for the
Company's international operations were approximately 30% of the Company's
total revenues for all operations.
The Company's international business is subject to risks typical of an
international business, including, but not limited to: differing economic
conditions, changes in political climate, differing tax structures, other
regulations and restrictions, and foreign exchange rate volatility.
Accordingly, the Company's future results could be materially adversely
impacted by changes in these or other factors. The effect of foreign exchange
rate fluctuations on the Company during the first quarter of 1999 was not
material.
INTEREST RATES
The Company invests its cash in a variety of financial instruments,
including taxable and tax-advantaged variable rate and fixed rate obligations
of corporations, municipalities, and local, state and national governmental
entities and agencies. These investments are denominated in U.S. dollars. Cash
balances in foreign currencies overseas are operating balances.
Interest income on the Company's investments is carried in "Other
income, net" on our Consolidated Financial statements. The Company accounts for
its investment instruments in accordance with Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" ("SFAS 115"). All of the cash equivalents and short-term
investments are treated as available-for-sale under SFAS 115.
Investments in both fixed rate and floating rate interest earning
instruments carry a degree of interest rate risk. Fixed rate securities may have
their fair market value adversely impacted due to a rise in interest rates,
while floating rate securities may produce less income than expected if interest
rates fall. Due in part to these factors, the Company's future investment income
may fall short of expectations due to changes in interest rates, or the Company
may suffer losses in principal if forced to sell securities which have seen a
decline in market value due to changes in interest rates. The weighted-average
interest rate on investment securities at March 31, 1999 was approximately 3.77%
based on predominately tax free instruments. The fair value of securities held
at March 31, 1999 was $22,863 million.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not party to any material legal proceedings
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits.
(a) Exhibit 27 Financial Data Schedule (for SEC use only).
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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 hereunto duly authorized.
MELITA INTERNATIONAL CORPORATION
Date: May 17, 1999 By: /s/ Aleksander Szlam
-------------------------------------
Aleksander Szlam
Chairman and Chief Executive Officer
Date: May 17, 1999 By: /s/ Dan K. Lowring
-------------------------------------
Dan K. Lowring
Vice President, Administration and
Chief Financial Officer
14
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<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 10,344
<SECURITIES> 22,917
<RECEIVABLES> 39,620
<ALLOWANCES> 3,074
<INVENTORY> 442
<CURRENT-ASSETS> 74,394
<PP&E> 15,873
<DEPRECIATION> 8,531
<TOTAL-ASSETS> 81,998
<CURRENT-LIABILITIES> 27,125
<BONDS> 0
0
0
<COMMON> 69
<OTHER-SE> 54,804
<TOTAL-LIABILITY-AND-EQUITY> 81,998
<SALES> 27,544
<TOTAL-REVENUES> 27,544
<CGS> 10,152
<TOTAL-COSTS> 10,152
<OTHER-EXPENSES> 12,162
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 5,520
<INCOME-TAX> 1,987
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