<PAGE> 1
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
[ ] 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 - 18323
SYNTELLECT INC.
(Exact name of registrant as specified in its charter)
Delaware 86-0486871
(State or other jurisdiction of (IRS employer identification number)
incorporation)
1000 Holcomb Woods Parkway, Suite 410A, Roswell, Georgia 30076
(Address of principal executive office) (Zip Code)
(770) 587-0700
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
13,520,907 shares of common stock, $.01 par value per share, were outstanding on
July 31, 1997
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SYNTELLECT INC. AND SUBSIDIARIES
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets-
June 30, 1997 and December 31, 1996 3
Condensed Consolidated Statements of Operations-
Three Months and Six Months Ended
June 30, 1997 and June 30, 1996 4
Condensed Consolidated Statements of Cash Flows-
Six Months Ended June 30, 1997 and June 30, 1996 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion & Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 11
EXHIBITS
Exhibit 11 - Schedule of Computation of Net Income (Loss) Per Share 12
Exhibit 27 - Financial Data Schedule 14
2
<PAGE> 3
SYNTELLECT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except shares and per share amounts)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
---- ----
(Unaudited)
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 2,354 $ 4,928
Marketable securities 3,222 1,275
Receivables, net 11,767 13,744
Inventories 2,975 4,085
Prepaid expenses 1,200 1,197
Deferred contract costs 230 1,006
-------- --------
Total current assets 21,748 26,235
Property and equipment, net 8,387 7,676
Other assets 835 897
-------- --------
$ 30,970 $ 34,808
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,945 $ 1,302
Accrued liabilities 4,831 6,329
Customer deposits 898 699
Deferred revenue 3,223 3,940
Current portion of long-term debt 177 288
-------- --------
Total current liabilities 11,074 12,558
Long-term debt, less current portion 623 229
Shareholders' equity:
Preferred stock, $.01 par value per share. Authorized -- --
2,500,000 shares; no shares issued or outstanding
Common stock, $.01 par value per share. Authorized 135 135
25,000,000 shares; issued and outstanding,
13,515,617 and 13,478,127, respectively
Additional paid-in capital 60,617 60,545
Deferred compensation (33) (52)
Accumulated deficit (40,287) (37,595)
Foreign currency translation adjustment (14) 136
Unrealized holding gain (loss) on marketable securities (4) (7)
-------- --------
20,414 23,162
Treasury stock, at cost, 175,732 shares (1,141) (1,141)
-------- --------
19,273 22,021
-------- --------
$ 30,970 $ 34,808
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 4
SYNTELLECT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ------------------------
1997 1996 1997 1996
---- ---- ---- ----
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net revenues:
System sales $ 5,047 $ 8,088 $ 13,773 $ 15,627
Service bureau 2,446 2,342 5,010 4,507
Maintenance and other services 3,532 3,574 7,113 6,816
-------- -------- -------- --------
Total net revenues 11,025 14,004 25,896 26,950
Cost of revenues:
System sales 3,999 4,774 8,530 9,331
Service bureau 1,561 1,272 3,244 2,474
Maintenance and other services 909 1,008 1,920 1,851
-------- -------- -------- --------
Total cost of revenues 6,469 7,054 13,694 13,656
-------- -------- -------- --------
Gross margin 4,556 6,950 12,202 13,294
Operating expenses:
Selling, marketing and administrative 4,906 5,181 10,089 10,343
Research and development 1,479 1,472 2,937 3,000
Depreciation and amortization 1,021 774 1,971 1,567
-------- -------- -------- --------
Total operating expenses 7,406 7,427 14,997 14,910
-------- -------- -------- --------
Operating loss (2,850) (477) (2,795) (1,616)
Other income (expense)
Interest income 76 97 149 202
Other (24) (13) (46) (62)
-------- -------- -------- --------
Total other income 52 84 103 140
-------- -------- -------- --------
Loss before income taxes (2,798) (393) (2,692) (1,476)
Income taxes -- -- -- --
-------- -------- -------- --------
Net loss $ (2,798) $ (393) $ (2,692) $ (1,476)
======== ======== ======== ========
Net loss per common share $ (.21) $ (.03) $ (.20) $ (.11)
======== ======== ======== ========
Shares used in per share calculations 13,487 13,412 13,486 13,400
======== ======== ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 5
SYNTELLECT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1997 1996
---- ----
(unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (2,692) $ (1,476)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 1,971 1,567
Provision for doubtful accounts 160 180
Provision for inventory obsolescence 20 9
Stock option compensation expense 19 20
(Increase) decrease in receivables 1,817 2,155
(Increase) decrease in inventories 1,090 (117)
Increase (decrease) in accounts payable 643 (1,559)
Increase (decrease) in accrued liabilities (1,498) (1,158)
Change in other assets and liabilities 282 1,467
-------- --------
Total adjustments 4,504 2,564
-------- --------
Net cash provided by operating activities 1,812 1,088
-------- --------
Cash flows from investing activities:
Purchase of marketable securities (11,223) (4,806)
Maturities of marketable securities 9,276 5,741
Proceeds from disposition of SNS product line -- 30
Purchase of property and equipment (2,085) (2,576)
-------- --------
Net cash used in investing activities (4,032) (1,611)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock 72 110
Principal payments on long-term debt (276) (578)
-------- --------
Net cash used in financing activities (204) (468)
-------- --------
Effect of exchange rates on cash (150) 7
-------- --------
Net decrease in cash and cash equivalents (2,574) (984)
Cash and cash equivalents at beginning of period 4,928 5,125
-------- --------
Cash and cash equivalents at end of period $ 2,354 $ 4,141
======== ========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 54 $ 27
======== ========
Cash paid for income taxes $ 21 $ 155
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
SYNTELLECT INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except shares and per share amounts)
(1) BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
include the accounts of Syntellect Inc. ("Syntellect" or the "Company") and its
wholly-owned subsidiaries, Telecorp Systems, Inc., Syntellect Canada Inc.,
Syntellect Europe Ltd., Syntellect Deutschland GmbH, Syntellect Technology Corp.
and Syntellect Interactive Services, Inc. ("SIS"). All significant intercompany
balances and transactions have been eliminated in consolidation.
The financial statements have been prepared in accordance with
generally accepted accounting principles, pursuant to the rules and regulations
of the Securities and Exchange Commission. In the opinion of management, the
financial statements include all adjustments of a normal recurring nature which
are necessary for a fair presentation of the results for the interim periods
presented. Certain information and footnote disclosures normally included in
financial statements have been condensed or omitted pursuant to such rules and
regulations. Although the Company believes that the disclosures are adequate to
make information presented not misleading, it is suggested that these financial
statements be read in conjunction with the consolidated financial statements and
the notes thereto included in the Company's 1996 annual report on Form 10-K. The
results of operations for the six months ended June 30, 1997 are not necessarily
indicative of the results to be expected for the full year.
(2) INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
---- ----
<S> <C> <C>
Finished goods $ 1,792 $ 3,085
Purchased components 2,514 2,797
Repair, warranty and maintenance inventory 1,934 2,348
------- -------
Less allowances for obsolescence 6,240 8,230
(3,265) (4,145)
------- -------
$ 2,975 $ 4,085
======= =======
</TABLE>
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
NET REVENUES
Net revenues for the quarter ended June 30, 1997 were $11.0 million, a
decrease of 21% from the $14.0 million reported for the second quarter of 1996.
For the six month period ended June 30, 1997, net revenues were $25.9 million, a
decrease of 4.0% from $27.0 million for the corresponding period in 1996. Net
revenues consist of SYSTEM SALES, SERVICE BUREAU REVENUES and MAINTENANCE AND
OTHER SERVICES REVENUES, which represented 46%, 22% and 32% of net revenues,
respectively, for the quarter ended June 30, 1997, and 53%, 19%, and 28% of net
revenues, respectively, in the six month period ended June 30, 1997.
Revenues from SYSTEM SALES decreased $3.0 million, or 38%, between the
comparable quarters and decreased $1.9 million, or 11.9% , between the
corresponding six month periods. This decrease was mostly attributable to the
decline in revenues from the Company's non-core product lines that are reaching
the end of their marketing lifecycle.
System sales consist of the Company's primary inbound product lines,
VocalPoint Interactive Voice Response (IVR), an open architecture IVR platform;
the Premier and Premier 030 proprietary IVR systems; the VocalPoint ARU (Audio
Response Unit) for the cable television industry; and an outbound system, the
VocalPoint Predictive Dialer. During 1996, the Company introduced several new
system product lines, including the VocalPoint IWR providing Interactive Web
Response for transactions processed over the Internet, and the VocalPoint
Interaction Server which provides CTI (Computer Telephony Integration)
functionality. The Company made initial deliveries of these new product
offerings during the fourth quarter of 1996 and first quarter of 1997, but they
have not, as yet, produced significant revenues. These new system products,
combined with the VocalPoint IVR and VocalPoint Predictive Dialer make up the
Company's core product line for future system revenues. The Company expects
revenues from its non-core products, Premier and Premier 030 IVR systems and the
VocalPoint ARU, to continue to decline over time as the Company migrates its
customer base to the core product offerings.
System sales revenues from the Company's core products, as described
above, decreased $658,000, or 15%, to $3.7 million in the quarter ended June 30,
1997, from $4.4 million in the comparable prior year period, and represented 74%
and 54% of total system sales in the respective quarters. Core product revenues
in the second quarter ended June 30, 1997 were negatively impacted by a
reduction in new system orders in the first quarter of 1997. Management believes
this decline was primarily attributable to a lengthening of the sales cycle
associated with the introduction of the Company's core product line. For the six
month period ended June 30, 1997, core product revenues increased $2.8 million,
or 42%, to $9.8 million from $6.9 million in the comparable year ago period.
System sales from the Company's non-core products decreased $2.4 million, or
65%, to $1.3 million in the quarter ended June 30, 1997, from $3.7 million in
the comparable prior quarter, and represented 26% and 46% of total system sales
in the respective quarters. For the six months ended June 30, 1997, non-core
products revenues decreased $4.7 million, or 54%, to $4.0 million from $8.7
million.
SERVICE BUREAU REVENUES increased by $104,000, or 4%,
quarter-over-quarter and $503,000, or 11.2%, between the comparable six month
periods. MAINTENANCE AND OTHER SERVICES REVENUES decreased by $42,000 between
the comparable quarters and increased by $297,000 as compared to the prior six
month periods.
INTERNATIONAL REVENUES for the second quarter of 1997 were $2.1
million, or 19% of total revenues, compared to $3.0 million, or 21%, for the
second quarter of 1996. International revenues typically consist of a small
number of larger orders and are subject to quarter-to-quarter fluctuations. For
the six month period ended June 30, 1997, international revenues were $6.1
million, or 24% of total revenues, as compared to $7.3 million, or 27%, for the
prior comparable period.
GROSS MARGIN
The gross margin percentage for the quarter ended June 30, 1997 was 41%
of net revenues as compared with 50% in the comparable prior year quarter. Gross
margins for system sales decreased to 21% from 41% between comparable quarters
as a result of decreased revenues and the proportion of fixed costs in cost of
sales.
7
<PAGE> 8
Gross margins for the service bureau decreased from 46% to 36% between the
comparable quarters as a result of the Company's decision to increase spending
on infrastructure that is expected to facilitate continued growth of the Home
Ticket pay-per-view service and other service bureau applications. Gross margins
on maintenance and other services increased to 74% from 72% between the
comparable quarters. The Company includes those costs directly associated with
the generation of revenue in its computation of gross margin, including direct
labor, application development, travel, maintenance, customer support, supplies
and hardware. Gross margins will fluctuate on a quarterly basis due to changes
in competitive pressures, sales volume, product mix, variations in the ratio of
domestic versus international sales, or changes in the mix of direct and
indirect sales activity. Accordingly, the gross margins reported for the second
quarter and the first six months of 1997 are not necessarily indicative of the
results to be expected for the full year.
The gross margin percentage for the six months ended June 30, 1997 was
47% of net revenues as compared to 49% in the comparable year ago period. Gross
margins on system sales decreased to 38% from 40%, service bureau decreased to
35% from 45%, and maintenance and other services remained at 73% for the
comparable six month periods. Gross Margins for the six months ended June 30,
1997 were negatively impacted primarily by the 1997 second quarter results as
described above.
OPERATING EXPENSES
Operating expenses for the second quarter of 1997 were $7.4 million, a
decrease of $21,000 from the prior year quarter. For the six month period ended
June 30, 1997, operating expenses were $15.0 million, an increase of $87,000,
or 1%, over the prior year period. Selling, marketing and administrative
expenses decreased $275,000, or 5%, between the comparable quarters and
$254,000, or 2%, between the corresponding six month periods. The decrease is
primarily the result of lower selling expense associated with the reduced volume
of system revenues. Research and development expenses for the second quarter of
1997 increased $7,000 over the prior year quarter, and decreased by $63,000 over
the comparable six month period. The Company has re-allocated its development
resources during 1997 for the development of market-driven features and upgrades
for the Company's core product lines and away from efforts on its non-core
products. Depreciation and amortization expense increased $247,000, or 32%, and
$404,000, or 26%, between comparable quarters and six month periods as a result
of capital expenditures made in 1996 and 1997.
NET INCOME (LOSS)
Syntellect reported a net loss of $2.8 million, or $(.21) per share for
the second quarter of 1997, compared to a net loss of $393,000, or $(.03) per
share for the prior year quarter. For the six month period ended June 30, 1997,
the Company reported a net loss of $2.7 million, or $(.20) per share, compared
to a net loss of $1.5 million, or $(.11) per share for the comparable prior year
period.
LIQUIDITY AND CAPITAL RESOURCES
Syntellect had working capital of $10.7 million at June 30, 1997, as
compared with $13.7 million at December 31, 1996. The current ratio was 2.0:1
and 2.1:1, respectively. Cash, cash equivalents and marketable securities at the
end of the second quarter totaled $5.6 million as compared with $6.2 million at
year end. Syntellect generated $1.8 million in cash flows from operating
activities during the first six months of 1997, increased its investment in
marketable securities by $1.9 million, received $72,000 in proceeds from the
issuance of common stock, and added $588,000 in long-term debt related to a
capital lease for furnishings in the Company's new facility for its Phoenix,
Arizona operations. Cash used during the six month period consisted of $2.1
million in capital expenditures and $276,000 in principal payments on long-term
debt. Receivables, net of reserves, were $11.8 million at June 30, 1997, a
decrease of $1.9 million from the $13.7 million reported at December 31, 1996.
This decrease was primarily related to the decrease in invoicing associated with
lower revenues during the second quarter of 1997 relative to quarter ended
December 1996. Inventories decreased $1.1 million since December 31, 1996 as a
result of the Company's improved processing controls and stock reduction plan.
Syntellect expects that its current cash, cash equivalents and
marketable securities, combined with future cash flows from operating activities
and existing credit facilities, will be sufficient to support the Company's
operations for the remainder of 1997 and 1998. In July 1996, Syntellect
negotiated a new $2.0 million revolving credit agreement with a commercial bank
to replace its prior credit facilities. The new credit line, which is available
to provide working capital financing, is collateralized by accounts receivable
and accrues interest at the prime rate. The Company has used $1.1 million of the
credit line to fund a letter of credit that is being used as a
8
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security deposit on the Company's new facility in Phoenix, Arizona. This line of
credit is subject to renewal in October 1997.
This report on Form 10-Q may contain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to be correct. Also see "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Company's report on Form 10-K for
the fiscal year ended December 31, 1996 for a discussion of important factors
that could affect the validity of any such forward-looking statements.
9
<PAGE> 10
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Syntellect held its Annual Meeting of Stockholders on May 20, 1997 to
vote on the following proposals:
1. The re-election of Jack R. Kelly, Jr. to serve on the Board of
Directors for a three year term. There were 12,031,740 votes cast in favor of
Mr. Kelly's re-election and 559,365 votes against.
The Company has five additional directors. Steve G. Nussrallah and
Daniel D. Ross will serve until 1998 and J. Lawrence Bradner, William P. Conlin
and A. LeRoy Ellison will serve until 1999.
2. The increase in the number of shares of common stock authorized for
issuance under the Company's Long-Term Incentive Plan from 750,000 to 1,500,000.
There were 8,045,791 votes in favor of the increase, 1,312,324 votes against and
25,715 abstaining.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 11 - Schedule of Computation of Net Income (Loss) Per
Share
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
No current reports on Form 8-K were filed during the three
months ended June 30, 1997.
10
<PAGE> 11
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.
SYNTELLECT INC.
Date: July 12, 1997 By Neal L. Miller
-------------------
Neal L. Miller
Vice President, Chief Financial Officer,
Secretary and Treasurer
By Peter W. Pamplin
-------------------
Peter W. Pamplin
Chief Accounting Officer
11
<PAGE> 1
EXHIBIT 11
SYNTELLECT INC. AND SUBSIDIARIES
SCHEDULE OF COMPUTATION OF NET INCOME (LOSS) PER SHARE
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net loss $ (2,798) $ (393) $ (2,692) $ (1,476)
======== ======== ======== ========
Weighted average shares:
Common shares outstanding 13,487 13,412 13,486 13,400
Common equivalent shares representing shares
issuable upon exercise of stock options (1) -- -- -- --
-------- -------- -------- --------
Total weighted average shares - primary 13,487 13,412 13,486 13,400
(3) Incremental common equivalent shares (calculated using -- -- -- --
the higher of end of period or average market value) (2) -------- -------- -------- --------
Total weighted average shares - fully
diluted 13,487 13,412 13,486 13,400
======== ======== ======== ========
Primary net loss per common and common equivalent share $ (.21) $ (.03) $ (.20) $ (.11)
======== ======== ======== ========
Fully diluted net loss per common and common equivalent share (2) $ (.21) $ (.03) $ (.20) $ (.11)
======== ======== ======== ========
</TABLE>
- ------
Notes:
(1) Amount calculated using the treasury stock method and fair market
values.
(2) This calculation is submitted in accordance with Regulation S-K Item
601(b)(11) although not required by footnote 2 to paragraph 14 of APB
Opinion No. 15 because it results in dilution of less than 3%.
(3) The Company has excluded the effect of common stock equivalents from
all periods because the impact of such equivalents is antidilutive to
the Company's net losses.
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET OT SYNTELLECT, INC. AND SUBSIDIARIES AS OF JUNE 30,
1997, AND THE CONSOLIDATED STATEMENT OF OPERATIONS OF SYNTELLECT, INC. AND
SUBSIDIARIES FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 2,354
<SECURITIES> 3,222
<RECEIVABLES> 12,897
<ALLOWANCES> 1,130
<INVENTORY> 2,975
<CURRENT-ASSETS> 21,748
<PP&E> 27,117
<DEPRECIATION> 18,730
<TOTAL-ASSETS> 30,970
<CURRENT-LIABILITIES> 11,074
<BONDS> 0
0
0
<COMMON> 135
<OTHER-SE> 20,279
<TOTAL-LIABILITY-AND-EQUITY> 30,970
<SALES> 13,773
<TOTAL-REVENUES> 25,896
<CGS> 8,530
<TOTAL-COSTS> 13,694
<OTHER-EXPENSES> 14,997
<LOSS-PROVISION> 160
<INTEREST-EXPENSE> 54
<INCOME-PRETAX> (2,692)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,692)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,692)
<EPS-PRIMARY> (.20)
<EPS-DILUTED> (.20)
</TABLE>
