SYNTELLECT INC
10-Q, 1997-11-13
TELEPHONE & TELEGRAPH APPARATUS
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<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 September 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.

         13,523,493 shares of common stock, $.01 par value per share, were
outstanding on October 31, 1997

================================================================================
<PAGE>   2
                        SYNTELLECT INC. AND SUBSIDIARIES
                                      INDEX

                                                                            Page
                                                                            ----

PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

                    Condensed Consolidated Balance Sheets-
                           September 30, 1997 and December 31, 1996            3

                    Condensed Consolidated Statements of Operations-
                           Three Months and Nine Months Ended
                           September 30, 1997 and September 30, 1996           4

                    Condensed Consolidated Statements of Cash Flows-
                           Nine Months Ended September 30, 1997 and
                               September 30, 1996                              5
 
                    Notes to Condensed Consolidated Financial Statements       6

         Item 2.  Management's Discussion and Analysis of Financial
                               Condition and Results of Operations             8

PART II.  OTHER INFORMATION

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

SIGNATURES                                                                    12

EXHIBITS

         Exhibit 11 - Schedule of Computation of Net Income (Loss) Per Share  13

         Exhibit 27 - Financial Data Schedule                                 15

                                       2
<PAGE>   3
                        SYNTELLECT INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
               (in thousands, except shares and per share amounts)

<TABLE>
<CAPTION>
                                                                        September 30,    December 31,
                                                                            1997            1996
                                                                          --------        --------
                                                                        (Unaudited)
<S>                                                                     <C>              <C>     
ASSETS
Current assets:
         Cash and cash equivalents                                        $  2,490        $  4,928
         Marketable securities                                               2,967           1,275
         Receivables, net                                                   11,281          13,744
         Inventories                                                         3,081           4,085
         Prepaid expenses                                                      687           1,197
         Other current assets                                                   --           1,006
                                                                          --------        --------
                  Total current assets                                      20,506          26,235

Property and equipment, net                                                  7,531           7,676

Other assets                                                                   779             897
                                                                          --------        --------
                                                                          $ 28,816        $ 34,808
                                                                          ========        ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
         Accounts payable                                                 $  1,729        $  1,302
         Accrued liabilities                                                 4,950           6,329
         Customer deposits                                                   1,165             699
         Deferred revenue                                                    3,137           3,940
         Current portion of long-term debt                                     174             288
                                                                          --------        --------
                  Total current liabilities                                 11,155          12,558

Long-term debt, less current portion                                           584             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,
              13,523,493 and 13,478,127, respectively
         Additional paid-in capital                                         60,639          60,545
         Deferred compensation                                                 (33)            (52)
         Accumulated deficit                                               (42,437)        (37,595)
         Foreign currency translation adjustment                               (69)            136
            Unrealized holding gain (loss) on marketable securities            (17)             (7)
                                                                          --------        --------
                                                                            18,218          23,162
         Treasury stock, at cost, 175,732 shares                            (1,141)         (1,141)
                                                                          --------        --------
                                                                            17,077          22,021
                                                                          --------        --------

                                                                          $ 28,816        $ 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              Nine Months Ended
                                                           September 30,                  September 30,
                                                       1997            1996            1997            1996
                                                     --------        --------        --------        --------
                                                           (unaudited)                     (unaudited)
<S>                                                  <C>             <C>             <C>             <C>     
Net revenues:
         System sales                                $  5,210        $  6,075        $ 18,983        $ 21,702
         Service bureau                                 2,289           2,323           7,299           6,830
         Maintenance and other services                 3,524           3,775          10,637          10,591
                                                     --------        --------        --------        --------
                  Total net revenues                   11,023          12,173          36,919          39,123
Cost of revenues:
         System sales                                   3,755           3,650          12,285          12,981
         Service bureau                                 1,389           1,528           4,633           4,002
         Maintenance and other services                   888             901           2,808           2,752
                                                     --------        --------        --------        --------
                  Total cost of revenues                6,032           6,079          19,726          19,735
                                                     --------        --------        --------        --------
                  Gross margin                          4,991           6,094          17,193          19,388
Operating expenses:
         Selling, marketing and administrative          4,658           5,309          14,747          15,652
         Research and development                       1,515           1,492           4,452           4,492
         Depreciation and amortization                  1,045             815           3,016           2,382
                                                     --------        --------        --------        --------
                  Total operating expenses              7,218           7,616          22,215          22,526
                                                     --------        --------        --------        --------
Operating loss                                         (2,227)         (1,522)         (5,022)         (3,138)
Other income (expense)
         Interest income                                   81              69             230             271
         Other                                             (6)            (12)            (52)            (75)
                                                     --------        --------        --------        --------
                  Total other income                       75              57             178             196
                                                     --------        --------        --------        --------
Loss before income taxes                               (2,152)         (1,465)         (4,844)         (2,942)
         Income taxes                                      --              --              --              --
                                                     --------        --------        --------        --------
         Net loss                                    $ (2,152)       $ (1,465)       $ (4,844)       $ (2,942)
                                                     ========        ========        ========        ========
Net loss per common share                            $   (.16)       $   (.11)       $   (.36)       $   (.22)
                                                     ========        ========        ========        ========
Shares used in per share calculations                  13,520          13,435          13,488          13,412
                                                     ========        ========        ========        ========
</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>
                                                                           Nine Months Ended
                                                                            September 30,
                                                                            -------------
                                                                         1997            1996
                                                                       --------        --------
                                                                             (unaudited)
<S>                                                                    <C>             <C>      
Cash flows from operating activities:
         Net loss                                                      $ (4,844)       $ (2,942)
         Adjustments to reconcile net loss to net cash
              provided by operating activities:
                  Depreciation and amortization                           3,016           2,383
                  Provision for doubtful accounts                           240             180
                  Provision for inventory obsolescence                       30              27
                  Stock option compensation expense                          19              29
                  (Increase) decrease in receivables                      2,223           3,982
                  (Increase) decrease in inventories                        974            (233)
                  Increase (decrease) in accounts payable                   427          (1,524)
                  Increase (decrease) in accrued liabilities             (1,379)         (1,362)
                  Change in other assets and liabilities                  1,233             850
                                                                       --------        --------
                           Total adjustments                              6,783           4,332
                                                                       --------        --------
                       Net cash provided by operating activities          1,939           1,390
                                                                       --------        --------

Cash flows from investing activities:
         Purchase of marketable securities                              (14,191)         (9,542)
         Sales of marketable securities                                      --             851
         Maturities of marketable securities                             12,489           9,109
         Proceeds from disposition of SNS product line                      --              30
         Purchase of property and equipment                              (2,246)         (3,770)
                                                                       --------        --------
                       Net cash used in investing activities             (3,948)         (3,322)
                                                                       --------        --------

Cash flows from financing activities:
         Proceeds from issuance of common stock                              94             169
         Principal payments on long-term debt                              (318)           (344)
                                                                       --------        --------
                       Net cash used in financing activities               (224)           (175)
                                                                       --------        --------
Effect of exchange rates on cash                                           (205)            (16)
                                                                       --------        --------
Net decrease in cash and cash equivalents                                (2,438)         (2,123)
Cash and cash equivalents at beginning of period                          4,928           5,125
                                                                       --------        --------
Cash and cash equivalents at end of period                             $  2,490        $  3,002
                                                                       ========        ========
Supplemental disclosure of cash flow information:
         Cash paid for interest                                        $     74        $     32
                                                                       ========        ========
         Cash paid for income taxes                                    $     21        $    276
                                                                       ========        ========
</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
Corporation 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 nine months ended September 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>
                                                     September  30,   December 31,
                                                         1997            1996
                                                        -------         -------
                                                      (unaudited)
<S>                                                  <C>              <C>    
Finished goods                                          $ 1,843         $ 3,085
Purchased components                                      2,665           2,797
Repair, warranty and maintenance inventory                1,916           2,348
                                                        -------         -------
                                                          6,424           8,230
Less allowances for obsolescence                         (3,343)         (4,145)
                                                        -------         -------
                                                        $ 3,081         $ 4,085
                                                        =======         =======
</TABLE>
    

(3)      RECENT ACCOUNTING PRONOUNCEMENTS

         The Statement of Financial Accounting Standards Board (FASB) No. 128 -
Earnings per Share was issued in 1997. FASB 128 requires companies with publicly
held common stock or dilutive potential common stock to present both basic and
diluted earnings per share (EPS) on the face of the income statement. Basic EPS
shall be computed using income available to common stockholders as the numerator
and weighted average number of common shares outstanding as the denominator.
Diluted EPS is similar to basic EPS except that the denominator is increased to
include the number of additional common shares that would have been outstanding
if the dilutive potential common shares had been outstanding. This pronouncement
is effective for financial statements issued for interim and annual periods
ending after December 15, 1997. The Company believes that the adoption of FASB
No. 128 will not have a significant effect on the reported EPS and will begin
reporting with interim period ending March 31, 1998.

         The Statement of Financial Accounting Standards Board (FASB) No. 129 -
Disclosure of Information about Capital Structure was issued in 1997. This
pronouncement is effective for financial statements issued for interim and
annual periods ending after December 15, 1997. The Company believes that the
adoption of FASB No. 129 will require minimal revisions to prior disclosures as
previous financials have provided information which is required.


                                       6
<PAGE>   7
         The Statement of Financial Accounting Standards Board (FASB) No. 130 -
Reporting Comprehensive Income was issued in 1997. This pronouncement requires
companies to display comprehensive income and its components in a full set of
general purpose financial statements and is effective for interim and annual
periods beginning after December 15, 1997. The Company will adopt FASB No. 130
beginning with the interim period ending March 31, 1998.

         The Statement of Financial Accounting Standards Board (FASB) No. 131 -
Disclosures about Segments of an Enterprise and Related Information was issued
in 1997. This pronouncement is effective with financial statements beginning
after December 15, 1997. FASB 131 does not need to be applied to the interim
financial statements in the initial year of 1998, but comparative information
for interim periods beginning in 1999 are required. The Company will begin to
show comparative information beginning with the interim period ending March 31,
1999.

(4) DISPOSITION OF ASSETS

         On October 25, 1997, pursuant to the terms of a Patent Assignment
Agreement of the same date by and among the Company, Syntellect Technology
Corporation, a wholly owned subsidiary of the Company ("STC"), and Aspect
Telecommunications Corporation ("ATC"), the Company and STC assigned to ATC
their respective patent portfolios and related applications worldwide. In
exchange, therefore, the Company received $10 million, $5 million of which was
paid at closing and $5 million of which is payable in 20 equal quarterly
installments of $250,000 on the last day of each calendar quarter, under a
promissory note maturing December 31, 2002. This note will bear no interest and
consequently has a present value of approximately $4 million. As additional
consideration under the agreement, the Company and STC have retained certain
economic rights, including the right to pursue certain litigation.

                                       7
<PAGE>   8
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

NET REVENUES

         Net revenues for the quarter ended September 30, 1997 were $11.0
million, a decrease of 9% from the $12.2 million reported for the third quarter
of 1996. For the nine month period ended September 30, 1997, net revenues were
$36.9 million, a decrease of 6% from $39.1 million for the corresponding period
in 1996. Net revenues consist of SYSTEM SALES, SERVICE BUREAU REVENUES and
MAINTENANCE AND OTHER SERVICES REVENUES, which represented 47%, 21% and 32% of
net revenues, respectively, for the quarter ended September 30, 1997, and 51%,
20%, and 29% of net revenues, respectively, in the nine month period ended
September 30, 1997.

         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 products, 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.

         Revenues from SYSTEM SALES decreased $865,000, or 14%, between the
comparable quarters and decreased $2.7 million, or 12% , between the
corresponding nine 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. This decline was not completely offset by
growth in the Company's core products. Additionally, the Company is experiencing
a lengthening of the sales cycle associated with the introduction of its core
product line and the change in marketing strategy towards more multi-product
solutions.

         SYSTEM SALES revenues from the Company's core products, as described
above, increased $146,000, or 4%, to $4.3 million in the quarter ended September
30, 1997, from $4.1 million in the comparable prior year period, and represented
83% and 67% of total system sales in the respective quarters. For the nine month
period ended September 30, 1997, core product revenues increased $2.9 million,
or 27%, to $14.0 million from $11.1 million in the comparable 1996 period.
SYSTEM SALES from the Company's non-core products decreased $1.0 million, or
52%, to $945,000 in the quarter ended September 30, 1997, from $2.0 million in
the comparable prior quarter, and represented 18% and 32% of total system sales
in the respective quarters. For the nine months ended September 30, 1997,
non-core products revenues decreased $5.7 million, or 54%, to $4.9 million from
$10.6 million.

         SERVICE BUREAU REVENUES decreased by $34,000, or 1.5%,
quarter-over-quarter and increased $469,000, or 6.9%, between the comparable
nine month periods. The primary reason for the slow growth in service bureau
revenues is the decline in buy rates for the Pay-Per-View cable television
product. Partially offsetting that decline is other value-added services to the
cable industry as well as growth from non-cable sources.

         MAINTENANCE AND OTHER SERVICES REVENUES decreased by $251,000 between
the comparable quarters and increased by $46,000 as compared to the prior nine
month periods. The maintenance component grew 9% for the third quarter and 16%
for the nine month period of 1997 versus the same periods a year ago. Revenues
from patents, licenses and royalties, the other significant component of
MAINTENANCE AND OTHER SERVICES REVENUES, declined 72% for the third quarter and
50% for the nine months of 1997 versus the respective year ago periods.

         INTERNATIONAL REVENUES for the third quarter of 1997 were $2.5 million,
or 22% of total revenues, compared to $2.1 million, or 17% of total revenues,
for the third quarter of 1996. International revenues typically consist of a
small number of larger orders and are subject to quarter-to-quarter
fluctuations. For the nine month period ended September 30, 1997, international
revenues were $8.6 million, or 23% of total revenues, as compared to $9.3


                                       8
<PAGE>   9
million, or 24% of total revenues, for the prior comparable period. The nine
month decrease from 1996 to 1997 was due, in part, to $4 million in revenues
from a single customer in 1996 with no comparable transaction in 1997.


GROSS MARGIN

         The gross margin percentage for the quarter ended September 30, 1997
was 45% of net revenues as compared with 50% in the comparable prior year
quarter. Gross margins for system sales decreased to 28% from 40% between
comparable quarters primarily as a result of decreased system revenues and the
proportion of fixed costs in cost of sales. Gross margins for the service bureau
increased from 34% to 39% between the comparable quarters as a result of the mix
of business and lower contracted variable costs. Gross margins on maintenance
and other services decreased to 75% from 76% 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 third quarter and the
first nine months of 1997 are not necessarily indicative of the results to be
expected for the full year.

         The gross margin percentage for the nine months ended September 30,
1997 was 47% of net revenues as compared to 50% in the comparable 1996 period.
Gross margins on system sales decreased to 35% from 40% for the nine month
periods of 1997 and 1996, respectively, due to lower revenues from system sales
and a significant amount of fixed costs associated with systems revenue
generation. Service bureau gross margins decreased to 37% for the first nine
months of 1997 from 41% for the same period in 1996 due to an increase in
infrastructure costs associated in the pursuit of non-cable business. Gross
margins for maintenance and other services remained relatively stable at 73%
versus 74% for the comparable nine month periods.

OPERATING EXPENSES

         Operating expenses for the third quarter of 1997 were $7.2 million, a
decrease of $398,000, or 5%, from the prior year quarter. For the nine month
period ended September 30, 1997, operating expenses were $22.2 million, a
decrease of $311,000 over the prior year period. Selling, marketing and
administrative expenses decreased $651,000, or 12%, between the comparable
quarters and $905,000, or 6%, between the corresponding nine month periods. The
decrease is primarily the result of lower expenses which vary with revenues and
profits and lower expenses associated with reductions in personnel that have
been completed as part of overall consolidation plans. Research and development
expenses for the third quarter of 1997 increased $23,000 over the prior year
quarter, and decreased by $40,000 over the comparable nine month period. The
Company has reallocated 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 $230,000, or 28%, and $634,000, or 27%, between
comparable quarters and nine month periods as a result of capital expenditures
made in 1996 and 1997, primarily additional equipment and the Company's move to
a new Phoenix, Arizona facility.

NET INCOME (LOSS)

         Syntellect reported a net loss of $2.2 million, or $(.16) per share,
for the third quarter of 1997, compared to a net loss of $1.5 million, or $(.11)
per share, for the prior year quarter. For the nine month period ended September
30, 1997, the Company reported a net loss of $4.8 million, or $(.36) per share,
compared to a net loss of $2.9 million, or $(.22) per share, for the comparable
prior year period.

LIQUIDITY AND CAPITAL RESOURCES

         Syntellect had working capital of $9.4 million at September 30, 1997,
as compared with $13.7 million at December 31, 1996. The current ratio was 1.8:1
and 2.1:1, respectively. Cash, cash equivalents and marketable securities at the
end of the third quarter totaled $5.5 million as compared with $6.2 million at
year end. Syntellect generated $1.9 million in cash flows from operating
activities during the first nine months of 1997, increased its investment in
marketable securities by $1.7 million, received $94,000 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


                                       9
 
<PAGE>   10
facility for its Phoenix, Arizona operations. Cash used during the nine month
period consisted of $2.2 million in capital expenditures and $318,000 in
principal payments on long-term debt. Receivables, net of reserves, were $11.3
million at September 30, 1997, a decrease of $2.4 million from the $13.7 million
reported at December 31, 1996. This decrease was primarily related to lower
revenue levels during the current quarter of 1997 relative to the quarter ended
December 1996. Inventories decreased $1.0 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 security deposit
on the Company's new facility in Phoenix, Arizona. On November 7, 1997, the
Board of Directors approved the termination of this line of credit. The $1.1
million letter of credit will be funded from the Company's current cash
reserves.

DISPOSITION OF ASSETS

         On October 25, 1997, pursuant to the terms of a Patent Assignment
Agreement of the same date by and among the Company, Syntellect Technology
Corporation, a wholly owned subsidiary of the Company ("STC"), and Aspect
Telecommunications Corporation ("ATC"), the Company and STC assigned to ATC
their respective patent portfolios and related applications worldwide. In
exchange, therefore, the Company received $10 million, $5 million of which was
paid at closing and $5 million of which is payable in 20 equal quarterly
installments of $250,000 on the last day of each calendar quarter, under a
promissory note maturing December 31, 2002. This note will bear no interest and
consequently has a present value of approximately $4 million. As additional
consideration under the agreement, the Company and STC have retained certain
economic rights, including the right to pursue certain litigation.

         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 Annual 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.


                                       10
<PAGE>   11
PART II. OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  Exhibit 10 - Patent Assignment Agreement by and among
                  Syntellect, Inc., Syntellect Technology Corporation and Aspect
                  Telecommunications Corporation (incorporated by reference to
                  the Company's Current Report on Form 8-K/A filed on November 
                  12, 1997)

                  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 September 30, 1997 1997.


                                       11
<PAGE>   12
                                   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:  November 13, 1997        By  /s/ Neal L. Miller
                                    -------------------
                                    Neal L. Miller
                                    Vice President, Chief Financial Officer,
                                    Secretary and Treasurer


                                By  /s/ Peter W. Pamplin
                                    --------------------
                                    Peter W. Pamplin
                                    Chief Accounting Officer


                                       12

<PAGE>   1
                                                                      EXHIBIT 11

                        SYNTELLECT INC. AND SUBSIDIARIES
             SCHEDULE OF COMPUTATION OF NET INCOME (LOSS) PER SHARE
                    (in thousands, except per share amounts)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                              Three Months                    Nine Months
                                                                                 Ended                           Ended
                                                                              September 30,                   September 30,
                                                                          1997            1996            1997            1996
                                                                        --------        --------        --------        --------
<S>                                                                     <C>             <C>             <C>             <C>      
Net loss                                                                $ (2,152)       $ (1,465)       $ (4,844)       $ (2,942)
                                                                        ========        ========        ========        ========
Weighted average shares:
         Common shares outstanding                                        13,520          13,435          13,488          13,412
         Common equivalent shares representing shares
              issuable  upon exercise of stock options (1)                    --              --              --              --
                                                                        --------        --------        --------        --------
                  Total weighted average shares - primary                 13,520          13,435          13,488          13,412
Incremental common equivalent shares (calculated using the                    --              --              --              --
higher of end of period or average market value) (2)(3)                 --------        --------        --------        --------
                  Total weighted average shares - fully
                       diluted                                            13,520          13,435          13,497          13,412
                                                                        ========        ========        ========        ========
Primary net loss per common and common equivalent share                 $   (.16)       $   (.11)       $   (.36)       $   (.22)
                                                                        ========        ========        ========        ========
Fully diluted net loss per common and common equivalent share (2)       $   (.16)       $   (.11)       $   (.36)       $   (.22)
                                                                        ========        ========        ========        ========
</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.


                                       13

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET OF SYNTELLECT, INC. AND SUBSIDIARIES AS OF SEPTEMBER
30, 1997, AND THE CONSOLIDATED STATEMENT OF OPERATIONS OF SYNTELLECT, INC. AND
SUBSIDIARIES FOR THE NINE MONTHS ENDED SEPTEMBER 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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<EXCHANGE-RATE>                                      1
<CASH>                                           2,490
<SECURITIES>                                     2,967
<RECEIVABLES>                                   12,445
<ALLOWANCES>                                     1,164
<INVENTORY>                                      3,081
<CURRENT-ASSETS>                                20,506
<PP&E>                                          27,269
<DEPRECIATION>                                  19,738
<TOTAL-ASSETS>                                  28,816
<CURRENT-LIABILITIES>                           11,155
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           135
<OTHER-SE>                                      18,083
<TOTAL-LIABILITY-AND-EQUITY>                    28,816
<SALES>                                         18,983
<TOTAL-REVENUES>                                36,919
<CGS>                                           12,285
<TOTAL-COSTS>                                   19,726
<OTHER-EXPENSES>                                22,215
<LOSS-PROVISION>                                   240
<INTEREST-EXPENSE>                                  74
<INCOME-PRETAX>                                (4,844)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (4,844)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (4,844)
<EPS-PRIMARY>                                    (.36)
<EPS-DILUTED>                                    (.36)
        

</TABLE>


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