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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 2000
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
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(State or other jurisdiction of (IRS employer identification number)
incorporation)
16610 N. Black Canyon Highway, Suite 100, Phoenix, Arizona 85053
(Address of principal executive office) (Zip Code)
(602) 789-2800
(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.
11,880,784 shares of common stock, $.01 par value per share, were
outstanding on August 11, 2000
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SYNTELLECT INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheets - - June 30,
2000 and December 31, 1999 3
Unaudited Condensed Consolidated Statements of Operations -- Three Months and Six
Months Ended June 30, 2000 and June 30, 1999 4
Unaudited Condensed Consolidated Statements of Cash Flows --
Six Months Ended June 30, 2000 and June 30, 1999 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
ITEM 3. Quantitative and Qualitative Disclosure about Market Risk 11
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12
ITEM 5. OTHER INFORMATION 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
SIGNATURES 13
EXHIBITS
Exhibit Index 14
</TABLE>
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ITEM 1. FINANCIAL STATEMENTS
SYNTELLECT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
---- ----
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,856 $ 6,185
Marketable securities ($1,100 restricted) 1,100 1,100
Trade receivables, net of allowance for doubtful
accounts of $605 and $784, respectively 10,368 9,999
Other receivables 1,069 1,406
Inventories, net 1,361 2,041
Prepaid expenses 590 677
-------- --------
Total current assets 20,344 21,408
Property and equipment, net 3,792 4,787
Other assets -- 29
-------- --------
Total assets $ 24,136 $ 26,224
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,092 $ 1,873
Accrued liabilities 2,807 3,268
Customer deposits 776 3,238
Deferred revenue 3,934 2,914
Capital lease obligations 94 248
-------- --------
Total current liabilities 9,703 11,541
Capital lease obligations - less current portion 75 293
-------- --------
Total liabilities 9,778 11,834
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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
25,000,000 shares; issued 14,328,603 and
13,889,487, respectively 143 139
Additional paid-in capital 61,814 61,177
Accumulated deficit (39,740) (41,938)
Accumulated other comprehensive income (loss) (142) (32)
-------- --------
22,075 19,346
Treasury stock, at cost, 2,502,432 and
1,897,432 shares, respectively (7,717) (4,956)
-------- --------
Total shareholders' equity 14,358 14,390
-------- --------
Total liabilities and shareholders' equity $ 24,136 $ 26,224
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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SYNTELLECT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2000 1999 2000 1999
---- ---- ---- ----
Net revenues:
<S> <C> <C> <C> <C>
Licenses and hardware $5,268 $3,768 $11,331 $7,964
Services 5,252 5,284 10,557 10,125
Hosted services 1,541 1,960 2,891 4,171
------ ------ ------ ------
Total net revenues 12,061 11,012 24,779 22,260
Cost of revenues:
Licenses and hardware 1,362 1,378 3,002 2,649
Services 2,223 3,741 5,373 7,212
Hosted services 986 1,386 2,047 2,794
------ ------ ------ ------
Total cost of revenues 4,571 6,505 10,422 12,655
------ ------ ------ ------
Gross margin 7,490 4,507 14,357 9,605
Operating expenses:
Selling, general and administrative 5,927 6,154 10,720 11,745
Research and development 730 1,191 1,593 2,367
------ ------ ------ ------
Total operating expenses 6,657 7,345 12,313 14,112
------ ------ ------ ------
Operating income (loss) 833 (2,838) 2,044 (4,507)
Other income (expense), net:
Interest income 117 76 175 177
Other 51 23 (21) 2
------ ------ ------ ------
Total other income 168 99 154 179
------ ------ ------ ------
Income (loss) before income taxes 1,001 (2,739) 2,198 (4,328)
Income taxes - - - -
------ ------ ------ ------
Net income (loss) $ 1,001 $ (2,739) $ 2,198 $(4,328)
======= ========= ======= ========
Net income (loss) per common share - basic $ .08 $ (.20) $.19 $ (.32)
======= ========= ======= ========
Net income (loss) per common share - diluted $ .08 $ (.20) $.17 $ (.32)
======= ========= ======= ========
Weighted average shares - basic 11,793 13,448 11,820 13,476
Weighted average shares - diluted 12,648 13,448 12,746 13,476
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment (201) (118) (110) (165)
Unrealized gain (loss) on marketable securities - -
(2) (7)
------ ------ ------ ------
Other comprehensive income (loss) (201) (120) (110) (172)
------ ------ ------ ------
Comprehensive income (loss) $800 $(2,859) $ 2,088 $(4,500)
======= ========= ======= ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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SYNTELLECT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------
2000 1999
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net income (loss) $ 2,198 $(4,328)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization 954 1,223
Provision for doubtful accounts 204 701
Provision for inventory obsolescence 186 -
Increase in receivables (573) (1,214)
Decrease in other receivables 337 -
Decrease in inventories 494 414
Increase (decrease) in accounts payable 219 (117)
Increase (decrease) in customer deposits (2,462) 430
Increase in deferred revenue 1,020 757
Increase (decrease) in accrued liabilities (461) 28
Change in other assets and liabilities 116 240
-------- ---------
Net cash provided by (used in) operating activities 2,232 (1,866)
-------- ---------
Cash flows from investing activities:
Purchase of marketable securities - (6,545)
Maturities of marketable securities - 10,534
Proceeds from sale of property and equipment 532 -
Purchase of property and equipment (491) (933)
-------- ---------
Net cash provided by investing activities 41 3,056
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Cash flows from financing activities:
Proceeds from issuance of common stock 641 64
Purchase of treasury stock (2,761) (195)
Principal payments on long-term debt (372) (130)
-------- ---------
Net cash used in financing activities (2,492) (261)
-------- ---------
Effect of exchange rates on cash (110) (172)
-------- ---------
Net increase (decrease) in cash and cash equivalents (329) 757
Cash and cash equivalents at beginning of period 6,185 3,236
-------- ---------
Cash and cash equivalents at end of period $ 5,856 $ 3,993
======== ========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 23 $ 35
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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SYNTELLECT INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except shares and per share amounts)
(unaudited)
(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, 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 1999 Annual Report on Form 10-K. The
results of operations for the six months ended June 30, 2000 are not necessarily
indicative of the results to be expected for the full year.
REVENUE RECOGNITION
Syntellect recognizes revenue from sales of systems and services in
accordance with Statement of Position 97-2, Software Revenue Recognition ("SOP
97-2") and Statement of Position 98-9, Modification of SOP 97-2, Software
Revenue Recognition, With Respect to Certain Transactions.
INCOME TAXES
The Company has not recorded income tax expense due to the utilization
of Net Operating Loss Carry-forwards against which the Company had recorded a
100% valuation allowance.
(2) BUSINESS SEGMENTS
Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information," requires that an enterprise
disclose certain information about operating segments. An operating segment is
defined as a component of an enterprise that engages in business activities
which may earn revenues and incur expenses, whose results are regularly reviewed
by a chief operating decision maker, and for which discrete financial
information is available. The Company has two operating segments which are
organized around differences in products and services: Systems, which includes
Licenses and Hardware, Services and Patents; and Hosted Services ("HS):
<TABLE>
<CAPTION>
Quarter ended June 30, 2000 SYSTEMS HS TOTAL
---------------------------- ------- -- -----
<S> <C> <C> <C>
Revenues from customers $ 10,520 $ 1,541 $ 12,061
Depreciation and amortization 335 150 485
Segment income (loss) before taxes 935 66 1,001
Expenditures for segment assets 269 32 301
As at June 30,2000
Segment assets 20,373 3,763 24,136
Capital lease obligation 169 - 169
</TABLE>
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<TABLE>
<CAPTION>
Quarter ended June 30, 1999 SYSTEMS HS TOTAL
---------------------------- ------- -- -----
<S> <C> <C> <C>
Revenues from customers $ 9,052 $ 1,960 $ 11,012
Depreciation and amortization 496 116 612
Segment income (loss) before taxes (2,602) (137) (2,739)
Expenditures for segment assets 200 214 414
As at June 30,1999
Segment assets 24,524 3,946 28,470
Capital lease obligation 555 - 555
Six months ended June 30, 2000 SYSTEMS HS TOTAL
------------------------------- ------- -- -----
Revenues from customers $ 21,888 $ 2,891 $ 24,779
Depreciation and amortization 654 300 954
Segment income (loss) before taxes 2,525 (327) 2,198
Expenditures for segment assets 309 182 491
SIX MONTHS ENDED JUNE 30, 1999 SYSTEMS HS TOTAL
------------------------------- ------- -- -----
Revenues from customers $ 18,089 $ 4,171 $ 22,260
Depreciation and amortization 990 233 1,223
Segment income (loss) before taxes (4,301) (27) (4,328)
Expenditures for segment assets 511 422 933
</TABLE>
(3) INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
---- ----
<S> <C> <C>
Finished goods $ 328 $ 705
Purchased components 701 611
Repair, warranty and maintenance inventory 1,062 1,600
----- -----
2,091 2,916
Less allowances for obsolescence ( 730) ( 875)
----- -----
$ 1,361 $ 2,041
======= =======
</TABLE>
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
NET REVENUES
Net revenues for the quarter ended June 30, 2000 were $12.1 million, an
increase of 9.5% from the $11 million reported for the second quarter of 1999.
For the six-month period ended June 30, 2000, net revenues were $24.8 million,
an increase of 11% from $22.3 million in the corresponding period in 1999. Net
revenues consist of Licenses and Hardware, Services, and Hosted Services, which
represented 44%, 44% and 12% of net revenues, respectively, for the quarter
ended June 30, 2000, and 46%, 43%, and 11% of net revenues, respectively, for
the six-month period ended June 30, 2000.
Revenues from Licenses and Hardware increased $1.5 million, or 40%,
over the comparable quarter and increased $3.4 million, or 42%, over the
corresponding six-month period. Primary Licenses and Hardware sales include
Vista(TM), an open standards-based Interactive Communications Management (ICM)
software platform for enterprise customer call centers; VocalPoint, an open
architecture Interactive Voice Response ("IVR") platform; VocalPoint Interactive
Services, providing computer telephony integration ("CTI") functionality; and
Interactive Web Response ("IWR"). ICM, IVR, CTI and IWR are all products to help
organizations handle large volumes of incoming telephone, fax and internet
traffic. Generally, by interfacing with the organization's computers,
they allow the originator of the call, fax or internet transmission to help
themselves without operator assistance, or to request human assistance at any
time. Legacy products include the Premier and Premier 030 proprietary IVR
systems. The largest contributor to the increase in Licenses and Hardware
revenues for the quarter was the Company's Vista ICM product with sales of $5
million, or 95% of Licenses and Hardware sales. For the six-month period ended
June 30, 2000, Vista ICM product sales were $9 million, or 79% of Licenses and
Hardware sales.
Services Revenues were flat compared to the same quarter of the prior
year, and increased $432,000, or 4% from the comparable six-month period. There
are three components of Services Revenue: Applications and Installations,
Maintenance, and Other Services, which includes patents.
For the quarter, the Applications and Installations component of
Services Revenues increased $246,000 or 11% over the prior year period, and for
the six-month period increased $611,000 or 16% over the prior year period. The
increases in both periods were due primarily to the strength of the Vista ICM
product.
For the quarter, the Maintenance component of Services Revenues
decreased $491,000, or 19% from the prior year, and for the six-month period
decreased $1,262,000, or 24% from the prior year. This was consistent with
Company expectations because the Company had earlier advised customers that
certain products were not Year 2000 compliant and would not be made so, causing
some maintenance contracts not to be renewed. Additionally, the Company sold off
its Dialer business in 1999 which included maintenance contracts. Another factor
was the extension of warranty periods for some early Vista customers. The
company expects the Maintenance component of Services Revenues to increase as
Vista warranties end and Vista customers enter into maintenance contracts.
For the quarter the Other Services component of Services Revenues
increased $212,000, or 37% from the prior year, and for the six-month period the
component increased $ 1.1 million or 106% from the prior year. The increase for
the six-month period was due primarily to the settlement of a patent lawsuit in
the first quarter. During the prior year's three and six-month periods, the
Company had no revenues from settlements of patent lawsuits. The settlement
related to economic rights maintained by the Company after the sale of a patent
portfolio in 1997. The Company does not expect any further revenue related to
the Company's former patent portfolio.
Hosted Services Revenues decreased by $419,000, or 21%,
quarter-over-quarter and $1.3 million, or 31%, from the comparable six-month
period. The primary reason for the declines rests with the Company's Home
Ticket, a pay-per-view service for cable television providers which is offered
through SIS. The cable television industry has been deploying new order entry
technologies for consumer purchases of pay-per-view events which do not utilize
toll free 800 numbers. This has resulted in a downward trend in transaction
processing fees for the Company; a trend which is expected to continue. To
offset the decline in pay-per-view services, Hosted Services has offered other
out-sourced electronic capabilities including benefits enrollment, broadcast
faxing, call center processing, audiotext, and dealer locators.
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International revenues for the second quarter of 2000 were $3.9
million, or 32% of total revenues, compared to $1.2 million, or 11%, for the
second quarter of 1999. For the current quarter, Hardware and Licenses accounted
for $3.3 million of the revenue, and Services accounted for $600,000. For the
prior-year quarter, Hardware and Licenses accounted for $449,000 of the revenue,
and Services accounted for $730,000. For the six-month period ended June 30,
2000, international revenues were $9.6 million, or 39% of total revenues, as
compared to $3.3 million, or 15% for the prior-year period. For the current
six-month period, Hardware and Licenses accounted for $8.4 million of the
revenue, and Services accounted for $1.2 million. For the prior-year six-month
period, Hardware and Licenses accounted for $1.9 million of the revenue, and
Services accounted for $1.4 million. International revenues typically consist of
a small number of larger orders and are subject to quarter-to-quarter
fluctuations.
GROSS MARGIN
The gross margin percentage for the quarter ended June 30, 2000 was 62%
of net revenues compared to 41% in the comparable prior-year quarter. The gross
margin percentage for the six months ended June 30, 2000 was 58% of net revenues
as compared to 43% in the comparable year ago period.
Licenses and Hardware gross margins for the quarter increased to 74%
from 63% in the prior-year period. For the six-month period, gross margins on
Licenses and Hardware increased to 74% from 67% in the prior year period. The
increases in gross margin in both periods were due primarily to decreases in
the content of relatively lower margin third party licenses and material.
Gross margins on Services for the quarter increased to 58% from 29% in
the prior year period, and for the six-month period increased to 49% from 29%.
The increase in margins for the three-month period was primarily due to
reductions in headcount and outside contractor expense. For the six-month period
the increase in margins was due to reductions in headcount and outside
contractor expense, and to some relatively high margin revenue from the
settlement of a patent lawsuit in the first quarter. There were no such patent
lawsuit settlements during the first six months of the prior year.
Gross margins on Hosted Services for the quarter increased to 36% from
29% in the prior-year quarter, and decreased to 29% from 33% in the prior-year
six-month period. Hosted Services margins for the three-month period of the
current year benefited from headcount and other cost reductions that took effect
in the period. For the six-month period margins suffered as sales were declining
faster than costs during the first three months of the year.
Gross margins on international revenues were 73% for the quarter
compared to 63% in the prior-year period and 66% for the six-month period,
compared to 74% in the prior-year six-month period.
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 2000 are not necessarily indicative of the
results to be expected for the full year.
OPERATING EXPENSES
Operating expenses for the second quarter of 2000 were $6.7 million, a
decrease of $688,000, or 9%, from the prior-year quarter. Included in the
current quarter's expenses are non-recurring charges of nearly $400,000 for the
relocation of Phoenix operations and corporate headquarters to a facility which
is smaller and better suited to the Company's operations. The comparable quarter
of the prior year was affected by a non-recurring accrual of $640,000 for
severance pay associated with employees who left during that quarter in part due
to the consolidation of the corporate structure, and to moving the corporate
headquarters to Phoenix. Additionally, during the prior year's quarter, the
Company added $500,000 to the reserve for doubtful accounts, primarily due to
certain disputes with domestic accounts. For the six-month period ended June 30,
2000, operating expenses were $12.3 million, a decrease of $1.8 million, or 13%,
from the prior-year period. The reductions in operating expenses for the
six-month period were primarily the result of the cost reductions that took
place during the second quarter of the prior year.
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Selling, general and administrative ("SG&A") expenses decreased
$227,000, or 4%, from the comparable quarter and $1 million, or 9%, from the
corresponding six-month period. Taking non-recurring expenses into consideration
for both the current and prior year periods, SG&A expenses for the quarter
increased $513,000, or 10% over the prior-year quarter, and decreased $285,000
or 3% from the prior-year six-month period. The increase for the quarter was due
primarily to increases headcount, especially in sales and marketing.
Research and development expenses for the second quarter of 2000
decreased $461,000, or 39%, from the prior-year quarter and decreased by
$774,000, or 33%, from the comparable six-month period. The spending decreases
are primarily the result of the Company's transformation from being a hardware
and software company to being primarily a software company. However, the Company
believes that R&D spending will probably increase in future periods.
NET INCOME (LOSS)
Syntellect reported net income of $1.0 million, or $.08 per diluted
share, for the second quarter of 2000, compared to a net loss of $2.7 million,
or $(.20) per share for the prior-year quarter. For the six-month period ended
June 30, 2000, the Company reported net income of $2.2 million, or $.17 per
diluted share, compared to a net loss of $4.3 million, or $(.32) per share for
the comparable prior-year period.
LIQUIDITY AND CAPITAL RESOURCES
For the first six months of 2000, the Company had net income of $2.2
million. After adjustment for non-cash activities and the changes in certain
balance sheet items, the Company's operations provided positive cash flows of
$2.2 million compared to negative cash flows of $1.9 million in the same period
of 1999. An increase in accounts receivable and decreases in customer deposits
and accrued liabilities were offset by decreases in other receivables and
inventories, and by the increases in accounts payable and deferred revenues, and
the effects of the non-cash items depreciation, provision for doubtful accounts,
and provision for inventory obsolescence.
Cash flows from investing activities provided $41,000 during the
period. The sale of property and equipment provided $532,000, while the purchase
of property and equipment used $491,000.
Cash used in financing activities totaled $2.5 million for the period.
Proceeds from the issuance of common stock totaled $641,000, while the purchase
of treasury stock used $2.8 million, and the repayment of long-term debt used
$372,000.
Syntellect had working capital of $10.6 million at June 30, 2000, as
compared to $9.9 million at December 31, 1999. The current ratio was 2.1:1 and
1.85:1 on such dates, respectively. Cash, cash equivalents and marketable
securities at the end of the first quarter totaled $7.0 million as compared with
$7.3 million at year end.
Syntellect expects that its current cash and cash equivalents, combined
with future cash flows from operating activities, will be sufficient to support
the Company's operations for the remainder of 2000. The Company has letters of
credit totaling $1.1 million pledged as security deposits for the Company's
facilities in Phoenix and Chicago. These letters of credit are secured by a U.S.
Treasury security held in the Company's available-for-sale portfolio and a bank
certificate of deposit which are restricted as to disposal by the letters of
credit agreements.
On November 5, 1999, the Board of Directors of Syntellect approved the
stock buyback plan to purchase up to one million shares of the Company's common
stock over a one year period. On August 8, 2000, the Board of Directors of
Syntellect increased the authorization by 500,000 shares and extended the
buyback period one year. As of August 11, 2000, the Company had repurchased
729,800 shares.
OPERATING BUSINESS SEGMENTS
An operating segment is defined as a component of an enterprise that
engages in business activities which may earn revenues and incur expenses, whose
results are regularly reviewed by a chief operating decision maker, and for
which discrete financial information is available. The Company has two operating
segments which are organized around differences in products and services:
Systems, which includes Licenses and Hardware, and Services; and Hosted
Services. (see Note 2).
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Systems is the operating segment which has products and services
including IVR, IWR, CTI, and maintenance. Additionally, this segment held the
Company's patent portfolio. In October 1997, the Company sold the patent
portfolio to a third party for $10 million. As additional consideration under
the agreement, the Company retained certain economic rights, including the right
to pursue certain litigation against third parties. Revenues from customers
include payments for settlement of patent lawsuits. The Company recognized
$775,000 in revenue in the six months ended June 30, 2000 from a patent lawsuit,
but had no such revenue in the prior-year period. The Company does not expect
any further patent related revenue.
Hosted Services is the operating segment which has products and
services including Home Ticket Pay-Per-View, Hot Spots, Call Redirect,
Cyberstats, and a variety of out-sourced electronic capabilities such as
benefits enrollment and broadcast faxing.
YEAR 2000
Many currently installed computer systems and software products were
coded to accept only two-digit year entries in the date code field.
Consequently, subsequent to December 31, 1999, many of these systems became
subject to failure or malfunction. Although the Company is not aware of any
material Year 2000 issues at this time, Year 2000 problems may occur or may be
made known to the Company in the future. Year 2000 issues may possibly affect
software solutions developed by the Company or third-party software incorporated
into the Company's solutions. The Company generally does not guarantee that the
software licensed from third parties by the Company's clients is Year 2000
compliant, but the Company does sometimes warrant that solutions written and
developed by the Company are Year 2000 compliant.
FORWARD LOOKING STATEMENTS
This report on Form 10-Q contains "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, 1999 for a discussion of important
factors that could affect the validity of any such forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
FOREIGN CURRENCY EXCHANGE RISK
The Company invoices all international customers in U. S. dollars
except customers of the Company's United Kingdom (U.K.) subsidiary which are
invoiced in pounds sterling. The U.K. subsidiary's financials including balance
sheet, revenue, and operating expenses are transacted in pounds sterling.
Therefore, the Company's exposure to foreign currency exchange rate risk occurs
when translating the financial results of the U.K. subsidiary to U.S. dollars in
consolidation. At this time, the Company does not use instruments to hedge its
foreign exposure in the U.K. because the effects of foreign exchange rate
fluctuations are not material.
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PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its annual meeting of stockholders on June 1, 2000. As
indicated in the Company's proxy statement, four proposals were presented for
stockholder approval.
The first proposal was the re-election of Anthony V. Carollo and
Michael D. Kaufman as directors of the Company for three-year terms. There were
no other nominees. The election results were as follows:
<TABLE>
<CAPTION>
Voted For Withheld
--------- --------
<S> <C> <C>
Anthony V. Carollo 10,170,299 966,416
Michael D. Kaufman 10,170,299 966,416
</TABLE>
The second proposal approved an amendment to the Company's 1995
Long-term Incentive Plan to increase the number of shares of Company common
stock authorized for issuance thereunder from 1,500,000 to 2,100,000. The
amendment was approved by the following vote: 5,536,013 shares voted for
approval; 1,124,816 shares voted against the proposal; and 31,285 shares
abstained.
The third proposal approved an amendment to the Company's Non-employee
Director Stock Plan to increase from 2,000 to 5,000 the number of shares for
which options are granted to the Company's directors annually. The amendment was
approved by the following vote: 10,634,271 shares voted for approval; 465,859
voted against the proposal; and 45,585 shares abstained.
The fourth proposal concerned the ratification of KPMG LLP as the
Company's independent auditors for the fiscal year ending December 31, 2000. The
proposal was approved by the following vote: 11,099,309 shares voted for
approval; 11,350 shares voted against the proposal; and 26,056 shares abstained.
In addition to the foregoing proposals, a related matter arose shortly
before the annual meeting, and was presented to the meeting for approval. This
proposal approved an amendment to the Company's 1995 Long-term Incentive Plan to
delete the limitation on the number of options that may be granted to any
individual participant. Pursuant to the discretion granted the proxy holders,
the amendment was approved by the following vote: 11,099,309 shares voted in
favor of the proposal; no shares were voted against the proposal and no shares
abstained.
ITEM 5: OTHER INFORMATION
AUDIT COMMITTEE CHARTER
The annual meeting of the Board was held immediately following the
annual meeting of the stockholders. Among other matters, the Board adopted a
charter for the Audit Committee, which is attached to this report as Exhibit
3(III). The Audit Committee Charter provides basic guidelines for the conduct of
the responsibilities of the Audit Committee and establishes a general framework
in which those responsibilities will be implemented.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 3(III) -- Audit Committee Charter
Exhibit 11 -- Computation of net income per share
Exhibit 27.1 -- Financial Data Schedule-2000
b) Reports on Form 8-K
No current reports on Form 8-K were filed during the
three months ended June 30, 2000.
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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 thereunto duly authorized.
SYNTELLECT INC.
Date: August 11, 2000 By: /s/ Timothy P. Vatuone
-------------------------
Timothy P. Vatuone
Vice President, Chief Financial Officer,
Secretary and Treasurer
By: /s/ Keith A. Pekkala
-------------------------
Keith A. Pekkala
Vice President and Controller,
(Principal Accounting Officer)
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EXHIBIT INDEX
Exhibit 3(III) -- Audit Committee Charter
Exhibit 11 -- Computation of net income per share
Exhibit 27.1 -- Financial Data Schedule-2000
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