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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 September 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
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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)
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.
11,337,174 shares of common stock, $.01 par value per share, were
outstanding on November 10, 2000.
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SYNTELLECT INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets - September 30, 2000 and December 31, 1999 3
Condensed Consolidated Statements of Operations - Three Months and Nine Months Ended
September 30, 2000 and September 30, 1999 4
Condensed Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 2000 and September 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 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
EXHIBITS
Exhibit Index 14
</TABLE>
2
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ITEM 1. FINANCIAL STATEMENTS
SYNTELLECT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---- ----
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 7,139 $ 6,185
Marketable securities ($100 and $1,100 restricted in 2000 and 1999,
respectively) 1,100 1,100
Trade receivables, net of allowance for doubtful accounts of $702 and
$784, respectively 10,987 9,999
Other receivables 748 1,406
Inventories, net 1,085 2,041
Prepaid expenses 683 677
------- -------
Total current assets 21,742 21,408
Property and equipment, net 4,103 4,787
Other assets 313 29
---------- ---------
Total Assets $26,158 $26,224
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $2,677 $1,873
Accrued liabilities 2,722 3,268
Customer deposits 985 3,238
Deferred revenue 3,761 2,914
Capital lease obligations 137 248
--------- ---------
Total current liabilities 10,282 11,541
Capital lease obligations - less current portion 365 293
--------- ---------
Total liabilities 10,647 11,834
--------- ---------
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, 14,418,586 and 13,889,487, respectively 144 139
Additional paid-in capital 62,076 61,177
Accumulated deficit (38,709) (41,938)
Accumulated other comprehensive loss (283) (32)
--------- ---------
23,228 19,346
Treasury stock, at cost, 2,502,432 and 1,897,432 shares, respectively (7,717) (4,956)
--------- ---------
Total shareholders' equity 15,511 14,390
-------- --------
Total liabilities and shareholders' equity $26,158 $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 Nine Months Ended
September 30, September 30,
------------- -------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net revenues:
Licenses and hardware $6,125 $4,651 $17,456 $12,615
Services 4,945 7,428 15,502 17,554
Hosted services 1,354 1,978 4,245 6,149
----- ----- ----- -----
Total net revenues 12,424 14,057 37,203 36,318
Cost of revenues:
Licenses and hardware 1,443 1,608 4,445 4,256
Services 2,373 3,642 7,745 10,855
Hosted services 988 1,168 3,035 3,962
--- ----- ----- -----
Total cost of revenues 4,804 6,418 15,225 19,073
----- ----- ------ ------
Gross margin 7,620 7,639 21,978 17,245
Operating expenses:
Selling, general and administrative 5,933 4,978 16,654 16,724
Research and development 738 1,075 2,332 3,442
--- ----- ----- -----
Total operating expenses 6,671 6,053 18,986 20,166
----- ----- ------ ------
Operating income (loss) 949 1,586 2,992 (2,921)
Other income (expense), net:
Interest income 70 54 245 231
Other 12 493 (8) 495
-- --- --- ---
Total other income 82 547 237 726
-- --- --- ---
Income (loss) before income taxes 1,031 2,133 3,229 (2,195)
Income taxes - - - -
------- ------- -------- --------
Net income (loss) $ 1,031 $ 2,133 $3,229 $(2,195)
======= ======= ====== ========
Net income (loss) per common share - basic $ 0.09 $ 0.16 $ 0.27 $ (0.16)
====== ====== ====== ========
Net income (loss) per common share - diluted $ 0.08 $ 0.16 $ 0.25 $ (0.16)
====== ====== ====== ========
Weighted average shares - basic 11,894 13,170 11,845 13,373
Weighted average shares - diluted 13,047 13,550 12,856 13,373
Other comprehensive income (loss):
Foreign currency translation adjustment (141) 152 (251) (14)
Unrealized loss on marketable securities - - - (6)
------- ------- -------- --------
Other comprehensive income (loss) (141) 152 (251) (20)
------- ------- -------- --------
Comprehensive income (loss) $ 890 $ 2,285 $2,978 $(2,215)
===== ======= ====== ========
</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>
Nine Months Ended
September 30,
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 3,229 $(2,195)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,352 1,864
Provision for doubtful accounts 316 821
Decrease in provision for inventory obsolescence (117) -
Increase in receivables (1,304) (2,670)
Decrease in other receivables 658 -
Decrease in inventories 1,073 714
Increase (decrease) in accounts payable 804 (931)
Increase (decrease) in accrued liabilities (546) 827
Increase (decrease) in customer deposits (2,253) 1,510
Increase in deferred revenues 847 176
Change in other assets and liabilities (291) 199
------ ---
Net cash provided by operating activities 3,768 315
----- ---
Cash flows from investing activities:
Purchase of marketable securities - (11,627)
Maturities of marketable securities - 16,235
Sale of property and equipment 534 -
Purchase of property and equipment (839) (1,202)
----- -------
Net cash provided (used) by investing activities (305) 3,406
------- -------
Cash flows from financing activities:
Proceeds from issuance of common stock 904 190
Purchase of treasury stock (2,761) (3,500)
Principal payments on capital lease obligations (401) (198)
-------- --------
Net cash used in financing activities (2,258) (3,508)
--------- ---------
Effect of exchange rates on cash (251) (20)
--------- --------
Net increase in cash and cash equivalents 954 193
Cash and cash equivalents at beginning of period 6,185 3,236
----- -------
Cash and cash equivalents at end of period $ 7,139 $ 3,429
======== ========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 26 $ 52
======== ========
Non-cash Investing and Financing Activities
Property and equipment acquired under capital lease $ 362 $ -
========= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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SYNTELLECT INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(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 nine months ended September 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 has 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 September 30, 2000 SYSTEMS HS TOTAL
-------------------------------- ------- -- -----
<S> <C> <C> <C>
Revenues from customers $ 11,070 $ 1,354 $ 12,424
Depreciation and amortization 247 150 397
Segment income 1,067 (36) 1,031
Expenditures for segment assets 348 - 348
As at September 30, 2000
Segment assets 22,530 3,628 26,158
Capital lease obligation 502 - 502
</TABLE>
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<TABLE>
<CAPTION>
Quarter ended September 30, 1999 SYSTEMS HS TOTAL
-------------------------------- ------- -- -----
<S> <C> <C> <C>
Revenues from customers $ 12,079 $ 1,978 $ 14,057
Depreciation and amortization 524 116 640
Segment income (loss) 2,032 101 2,133
Expenditures for segment assets 243 147 390
</TABLE>
<TABLE>
<CAPTION>
As at September 30, 1999
<S> <C> <C> <C>
Segment assets 24,265 3,848 28,113
Capital lease obligation 608 - 608
</TABLE>
<TABLE>
<CAPTION>
Nine months ended September 30, 2000 SYSTEMS HS TOTAL
------------------------------------ ------- -- -----
<S> <C> <C> <C>
Revenues from customers $ 32,958 $ 4,245 $ 37,203
Depreciation and amortization 902 450 1,352
Segment income (loss) 3,592 (363) 3,229
Expenditures for segment assets 658 181 839
</TABLE>
<TABLE>
<CAPTION>
Nine months ended September 30, 1999
<S> <C> <C> <C>
Revenues from customers $ 30,169 $ 6,149 $ 36,318
Depreciation and amortization 1,514 350 1,864
Segment income (loss) (2,269) 74 (2,195)
Expenditures for segment assets 633 569 1,202
</TABLE>
Net revenues, by geographic area, are as follows:
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
Geographic Area 2000 1999 2000 1999
--------------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
United States 9,439 11,082 24,598 30,019
United Kingdom 2,464 2,459 11,689 5,783
Other 521 516 916 516
--- --- --- ---
12,424 14,057 37,203 36,318
====== ====== ====== ======
</TABLE>
No single customer accounted for more than 10% of the Company's revenues
during the nine-month periods ended September 30, 2000 or 1999.
Net long lived assets, by geographic area, at September 30:
<TABLE>
<CAPTION>
Geographic Area 2000 1999
--------------- ------- --------
<S> <C> <C>
United States $ 3,994 $ 4,576
United Kingdom 109 211
------- -------
$ 4,103 $ 4,787
======= =======
</TABLE>
(3) INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------- -------
<S> <C> <C>
Finished goods $ 263 $ 705
Purchased components 297 611
Repair, warranty and maintenance inventory 790 1,600
------- -------
1,350 2,916
Less allowances for obsolescence (265) (875)
------- -------
$ 1,085 $ 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 September 30, 2000 were $12.4 million, a
decrease of $1.6 million, or 12%, from the comparable prior quarter of 1999 when
revenues benefited from a $2.4 million patent infringement lawsuit settlement.
For the nine-month period ended September 30, 2000, net revenues were $37.2
million, an increase of 2% from $36.3 million for the corresponding period in
1999. Net revenues consist of Licenses and Hardware, Services, and Hosted
Services, which represented 49%, 40%, and 11% of net revenues, respectively, for
the quarter ended September 30, 2000, and 47%, 42%, and 11% of net revenues,
respectively, for the nine-month period ended September 30, 2000.
Licenses and Hardware revenue increased $1.5 million, or 32%, over the
comparable quarter, and increased $4.8 million, or 38%, over the corresponding
nine-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 designed to help
organizations handle large volumes of incoming telephone, fax and internet
traffic. Generally, by interfacing with the organization's computers, these
products 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 $5.4
million, or 89% of Licenses and Hardware sales. For the nine-month period ended
September 30, 2000, Vista ICM product sales were $14.4 million, or 83% of
Licenses and Hardware sales.
Services revenues decreased $2.5 million, or 33%, from the same quarter of
the prior year when such revenues were augmented by the aforementioned $2.4
million patent infringement lawsuit settlement, and decreased $2.1 million, or
12% from the comparable nine-month period.
For the quarter, the Applications and Installations component of Services
revenues increased $240,000 or 13% over the prior-year period, and for the
nine-month period increased $1.2 million or 22% 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 increased
$343,000, or 17% from the prior-year, and for the nine-month period decreased
$920,000, or 12% from the prior year. The improvement in the current quarter's
maintenance numbers was expected as extended warranties given to early Vista
customers are expiring and these customers are entering into maintenance
contracts. The current nine-month maintenance revenues are lower in comparison
to the prior year's primarily because of the extended Vista warranties and
because the Company sold its Dialer business in the third quarter of 1999 which
included maintenance contracts. In addition, some maintenance contracts which
were in force during 1999 were not renewed as the Company had earlier announced
that certain products covered by the contracts were not Year 2000 compliant and
would not be made so.
For the quarter, the Other Services component of Services revenues
decreased $3 million, or 89% from the prior year, and for the nine-month period
the component decreased $ 2.3 million or 50% from the prior year. The difference
for the quarter was due primarily to the aforementioned $2.4 million patent
infringement settlement in the comparable quarter in 1999. The difference in the
nine-month periods was also due primarily to patent infringement settlements;
$775,000 in 2000, compared to $2.4 million in 1999. The Company does not expect
any further revenue related to the Company's former patent portfolio.
Hosted Services revenues decreased by $624,000, or 32%,
quarter-over-quarter and $1.9 million, or 31%, from the comparable nine-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, the Company is offering other
hosted services including benefits enrollment, broadcast faxing, call center
processing, audio-text, and dealer locator
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services; however, there can be no assurances as to whether, or when, such
efforts will wholly supplant declining pay-per-view revenues.
International revenues for the third quarter of 2000 were $3.0 million, or
24% of total revenues, compared to $3.0 million, or 21%, for the third quarter
of 1999. For the current quarter, Hardware and Licenses accounted for $2.1
million of the revenue, and Services accounted for $855,000. For the prior-year
quarter, Hardware and Licenses accounted for $2.4 million of the revenue, and
Services accounted for $604,000. For the nine-month period ended June 30, 2000,
international revenues were $12.6 million, or 34% of total revenues, as compared
to $6.3 million, or 17% for the prior-year period. For the current nine-month
period, Hardware and Licenses accounted for $10.5 million of the revenue, and
Services accounted for $2.1 million. For the prior-year nine-month period,
Hardware and Licenses accounted for $4.3 million of the revenue, and Services
accounted for $2.0 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 September 30, 2000 was
61% of net revenues, compared to 54% in the comparable prior-year quarter. The
gross margin percentage for the nine months ended September 30, 2000 was 59% of
net revenues as compared to 47% in the prior-year period.
The gross margin percentage for Licenses and Hardware Sales in the quarter
ended September 30, 2000 increased to 76% from 65% in the prior year period. For
the nine-month period, the gross margin percentage on Licenses and Hardware
Sales was 75% compared to 66% in the prior-year period. The improved margins for
both periods were primarily due to decreases in the content of relatively lower
margin third party licenses and material.
The gross margin percentage on Services increased to 52% from 51% in the
comparable quarter, and increased to 50% from 38% in the comparable nine-month
period. Services margins, less the contributions of patent lawsuit settlements,
increased to 52% from 43% in the comparable quarter, and increased to 48% from
33% in the comparable nine-month period. The increased margins were due
primarily to reductions in headcount and outside contractor expense.
The gross margin percentage for Hosted Services decreased to 27% from 41%
in the comparable quarter, and decreased to 29% from 36% in the comparable
nine-month period. Hosted Services margins for the current three and nine-month
periods declined on reduced sales primarily due to the relatively fixed nature
of Service Bureau costs.
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 2000 are not necessarily indicative of the results to be
expected for the full year.
OPERATING EXPENSES
Operating expenses for the third quarter of 2000 were $6.7 million, an
increase of $600,000, or 10%, from the prior year quarter. For the nine month
period ended September 30, 2000, operating expenses were $19 million, a decrease
of $1.2 million, or 6%, from the prior year period.
Selling, general and administrative expenses increased $955,000, or 19%,
from the comparable quarter and decreased $70,000, or less than one percent from
the corresponding nine month period. The increase for the three-month period was
due primarily to increased headcount in administration and domestic sales,
employee incentives, desktop software, and occupancy costs related to the
Company's move of its headquarters to a more suitable facility.
Research and development expenses for the third quarter of 2000 decreased
$337,000, or 31%, from the prior year quarter and decreased by $1.1 million, or
32%, from the comparable nine 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.
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OTHER INCOME
Apart from the interest portion, Other Income for the current three and
nine-month periods was minimal compared to the prior-year periods which
benefited from a $509,000 gain from the sale of the Company's predictive dialer
product line during the third quarter of 1999.
NET INCOME (LOSS)
Syntellect reported net income of $1.0 million, or $0.08 per diluted share,
for the third quarter of 2000, compared to net income of $2.1 million, or $0.16
per diluted share, for the prior year quarter. For the nine-month period ended
September 30, 2000, the Company reported net income of $3.2 million, or $0.25
per diluted share, compared to a net loss of $2.2 million, or $(0.16) per share,
for the comparable prior year period.
LIQUIDITY AND CAPITAL RESOURCES
For the first nine months of 2000, the Company had net income of $3.2
million. After adjustment for non-cash activities and the changes in certain
balance sheet items, the Company's operations provided positive cash flows of
$3.8 million compared to cash flows of $315,000 in the same period of 1999. An
increase in accounts receivable and decreases in customer deposits and accrued
liabilities were more than 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.
Investing activities used $305,000 during the period. The sale of property
and equipment provided $534,000, while cash used in the acquisition of fixed
assets totaled $839,000.
Cash used in financing activities totaled $2.3 million for the period.
Proceeds from the issuance of common stock totaled $904,000; while the purchase
of treasury stock used $2.8 million, and principal payments on capital lease
obligations used $401,000.
Syntellect had working capital of $11.4 million at September 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 third quarter totaled $8.2 million as compared with
$7.3 million at year end.
Syntellect believes that its current cash, cash equivalents and marketable
securities, combined with future cash flows from operating activities, and its
borrowing capacity are sufficient to support the Company's operations for the
next twelve months. On October 11, 2000 the Company entered into a one-year
credit agreement with a bank for a $4 million revolving line of credit for
general corporate purposes with all of the Company's assets as collateral. The
loan agreement contains various restrictions on the Company, including
limitations on the incurrence of additional debt, and restrictions on the
Company's ability to repurchase Company stock, make acquisitions, or consolidate
or merge into any other entity. In addition, the loan agreement contains certain
financial covenants, including a minimum interest coverage ratio, a minimum
liquidity ratio, and a maximum funded senior debt to EBITDA ratio. The Company
has a $100,000 letter of credit pledged as a security deposit for the Company's
facility in Chicago, Illinois. This $100,000 letter of credit is secured by a
bank certificate of deposit and accordingly, this bank certificate of deposit is
restricted as to disposal by the letter of credit agreement.
In November, 1999, the Board of Directors approved a stock buyback plan to
purchase up to one million shares of the Company's stock over a one-year period.
On August 8, 2000 the Board of Directors approved the buyback of an additional
500,000 shares under the plan, and extended the buyback period to August 8,
2001. As of November 10, 2000, the Company had purchased a total of 1,415,000
shares under the plan.
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. Service revenues include payments for
settlement of patent lawsuits. The Company recognized $775,000 in revenue in the
nine months ended September 30, 2000 from a patent lawsuit, and had $2.4 million
of 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 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
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 September 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: November 13, 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, Assistant
Secretary (Principal Accounting Officer)
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EXHIBIT INDEX
Exhibit 11 - - Computation of net income per share
Exhibit 27.1 - - Financial Data Schedule-2000
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