[LOGO] VIALOG
AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
MICHAEL E. SAVAGE MARILYN WINDSOR DOUG BRODERICK TIM GRACE
CHIEF FINANCIAL OFFICER GENERAL INQUIRIES ANALYST INQUIRIES MEDIA INQUIRIES
(781) 761-6200 (312) 640-6692 (312) 274-2266 (312) 274-2240
FOR IMMEDIATE RELEASE
THURSDAY, NOVEMBER 9, 2000
VIALOG REPORTS RECORD RESULTS FOR THIRD QUARTER,
FIRST NINE MONTHS OF 2000
DOUBLE-DIGIT REVENUE GROWTH FOR QUARTER, NINE MONTHS;
GROSS MARGINS REACH ALL-TIME HIGHS; TAKES DEBT REFINANCING
WRITEOFF IN ADVANCE OF ACQUISITION BY GENESYS S.A.
HIGHLIGHTS:
o Q3 GROSS MARGIN REACHES RECORD LEVEL 58.0%
o NET CASH INCOME PER SHARE $0.13 FOR Q3, $0.56 FOR FIRST NINE MONTHS OF 2000
o READY-TO-MEET NOW $7 MILLION ANNUAL RUN RATE
o Q3 WEBCONFERENCING.COM REVENUES DOUBLE Q2
o GENESYS S.A. ACQUISITION ON SCHEDULE
SUMMARY OF CONSOLIDATED OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------- ---------------------
2000 1999 2000 1999
-------- -------- -------- --------
NET REVENUES $ 19,165 $ 17,002 $ 57,787 $ 50,915
OPERATING INCOME $ 38 $ 963 $ 5,116 $ 798
NET LOSS $ (3,731) $ (2,478) $ (6,009) $ (9,403)
DILUTED EPS $ (0.39) $ (0.28) $ (0.64) $ (1.23)
EBITDA $ 4,170 * $ 3,068 $ 13,947 * $ 10,803 **
NET CASH INCOME $ 1,213 $ 418 $ 5,245 $ 2,976
NET CASH INCOME PER SHARE $ 0.13 $ 0.05 $ 0.56 $ 0.39
* EXCLUDES $1.7 MILLION WRITEOFF OF DEBT REFINANCING COSTS
** EXCLUDES $4.2 MILLION RESTRUCTURING AND SEVERANCE CHARGES
BEDFORD, MASS., NOVEMBER 9, 2000--VIALOG CORPORATION (AMEX: VX), a leading
provider of audio, video and Internet conferencing services, today announced
record results for the third quarter and nine months ended September 30, 2000.
Revenue growth, increased customer use of new products and enhanced gross
margins generated the record performance.
INCREASED REVENUES, EXPANDED GROSS MARGIN DRIVE THIRD-QUARTER RESULTS
Net revenues increased 12.7 percent to a third-quarter record $19.2 million from
$17.0 million in last year's third quarter. Continued penetration of the
existing customer base coupled with strong demand for the company's
Ready-to-Meet virtual conference room and WebConferencing.com Internet portal
site produced double-digit revenue growth during a traditionally soft quarter.
Gross margin reached a record level 58.0 percent compared with 56.2 percent in
this year's second quarter and 51.2 percent in the comparable quarter last year.
This was Vialog's fourth consecutive improvement in quarter-to-quarter gross
margin. The improvement was primarily attributable to new long-distance
contracts that decreased the company's long distance rates and the call-center
consolidations completed in December 1999, as well as the growth of
Ready-to-Meet which, as an automated service, carries higher margins than the
company's more traditional businesses.
The operating margin expanded to 9.1 percent from 5.7 percent in the comparable
period in 1999. The 2000 third-quarter operating margin excludes a $1.7 million
writeoff of costs relating to the Company's exchange offer for its senior notes,
which was discontinued because of Vialog's pending acquisition by Genesys S.A.
(Genesys Conferencing). Utilizing Genesys Conferencing's banking relationships,
commitments have been received to refinance Vialog's outstanding debt.
Earnings before interest, taxes, depreciation and amortization (EBITDA) was $4.2
million, a 35.9 percent increase from $3.1 million for the comparable period
last year. EBITDA for the 2000 quarter excludes the debt refinancing cost
writeoff. Net cash income, defined as net income (loss) excluding depreciation,
amortization of goodwill and intangibles, non-cash interest expense and the debt
refinancing cost writeoff, was $1.2 million, or $0.13 per share, compared with
$418,000, or $0.05 per share, in the year-ago period. The net loss, which
includes the debt refinancing writeoff, was $3.7 million, or $0.39 per diluted
share, compared with a net loss of $2.5 million, or $0.28 per diluted share in
last year's third quarter.
NEW PRODUCTS DELIVER RESULTS
"We're pleased with our record results this quarter," said Kim Mayyasi, Vialog's
president and chief executive officer. "Ready-to-Meet's growth has been
exceptional. It now has a $7 million annual revenue run rate, up from $5 million
at the end of the second quarter and $2.5 million at the end of the first
quarter. More impressive is the gross margin on this highly automated business.
This high-growth, high-margin business is now 10 percent of our monthly
revenues.
"WebConferencing.com, introduced late last year, also is experiencing good
growth. Its quarterly revenue was approximately $800,000, almost double the
second quarter," Mayyasi added.
According to Mayyasi, since the beginning of the year, Vialog has added over 180
additional Fortune 2500 companies to its customer list. Genuity,
Firestone/Bridgestone, John Hancock, Fingerhut, Ocean Spray, Navistar
International, Safeco Insurance, Janus Financial Services and Dial Corporation
were added in the third quarter. "We have penetrated 30 percent of our targeted
Fortune 2500 market," he said.
NINE-MONTH RESULTS ALSO SET RECORDS
For the first nine months of 2000, revenues increased 13.5 percent to $57.8
million from $50.9 million in the 1999 period. Gross margin improved to 56.5
percent from 52.5 percent and the operating margin was 11.8 percent compared
with 9.8 percent. The 2000 operating margin excludes the $1.7 million writeoff
of debt refinancing costs and the 1999 operating margin excludes $4.2 million in
restructuring and severance charges. EBITDA, excluding the charges mentioned
above, was $13.9 million versus $10.8 million for the comparable period last
year, a 29.1 percent increase. Net cash income was $5.2 million, or $0.56 per
share, compared with $3.0 million, or $0.39 per share, in the year-ago period.
The net loss was $6.0 million, or $0.64 per diluted share, compared with a loss
of $9.4 million, or $1.23 per diluted share, including the non-recurring
charges.
GENESYS CONFERENCING ACQUISITION PROCEEDING
On October 1, 2000, Vialog reached an agreement to be acquired by Genesys
Conferencing, the largest independent global conferencing company. Mayyasi
confirmed that the acquisition is proceeding according to schedule and is
expected to close during the first quarter of 2001. The acquisition, which will
create the world's largest independent conferencing specialist, is subject to,
among other things, antitrust clearance, the approval of Vialog's shareholders,
the approval of the issuance of new Genesys Conferencing shares by Genesys
Conferencing's shareholders, and the listing of Genesys Conferencing's American
Depositary Shares (ADSs) on the Nasdaq stock market. At the time of the
agreement, the transaction was valued at approximately $241 million, or $13.26
per Vialog share plus approximately $90 million in Vialog debt. The final price
of the transaction is dependent upon the price of Genesys Conferencing's stock
at the time of closing. However, a price collar mechanism is included in the
agreement, which provides price protection.
"We are extremely excited about the strategic benefits of the proposed
acquisition. With the combined capability of Genesys Conferencing and Vialog, we
will remain on the leading edge of teleconferencing and web-based products and
services," Mayyasi stated.
THIRD-QUARTER CONFERENCE CALL
The company will hold a conference call to discuss the third-quarter results on
Friday, November 10, at 10:00 a.m. EST. To hear the company's conference call,
please log on to www.vialog.com and follow the instructions. A replay will be
available on the same site.
ABOUT VIALOG
Vialog is a leading provider of teleconferencing and messaging services,
including audioconferencing, videoconferencing, web conferencing, voicemail
broadcast, e-mail broadcast and fax broadcast. Vialog helps its more than 6,000
corporate customers communicate more professionally, efficiently and effectively
by delivering superior customer service and an extensive range of enhanced and
customized conferencing solutions. Vialog's common stock (symbol: VX) is quoted
on AMEX. For more information, visit Vialog.com for direct, online access to
Vialog's conferencing and messaging services.
FOR FURTHER INFORMATION REGARDING VIALOG FREE OF CHARGE,
VIA FAX DIAL 1-800-PRO-INFO AND USE THE COMPANY CODE VX.
OR VISIT THE VIALOG CORPORATION WEBSITE AT WWW.VIALOG.COM
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TO SCHEDULE ANY OF VIALOG'S SERVICES ONLINE, GO TO WWW.WEBCONFERENCING.COM
TABLES TO FOLLOW . . .
<PAGE>
VIALOG CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-----------------------------------------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net revenues $ 19,165 $ 17,002 $ 57,787 $ 50,915
Cost of revenues, excluding depreciation 8,054 8,306 25,144 24,190
Selling, general and administrative expense 8,651 5,628 20,406 17,111
Depreciation expense 1,375 1,106 3,963 3,006
Amortization of goodwill and intangibles 1,047 999 3,158 2,828
Non-recurring charge -- -- -- 2,982
----------- ----------- ----------- -----------
Operating income 38 963 5,116 798
Interest expense, net (3,569) (3,391) (10,600) (10,101)
----------- ----------- ----------- -----------
Loss before income tax expense (3,531) (2,428) (5,484) (9,303)
Income tax expense (200) (50) (525) (100)
----------- ----------- ----------- -----------
Net loss $ (3,731) $ (2,478) $ (6,009) $ (9,403)
=========== =========== =========== ===========
Loss per common share--basic and diluted $ (0.39) $ (0.28) $ (0.64) $ (1.23)
=========== =========== =========== ===========
Weighted average common shares outstanding 9,496,301 8,739,225 9,341,200 7,627,620
=========== =========== =========== ===========
EBITDA* $ 2,460 $ 3,068 $ 12,237 $ 7,487
=========== =========== =========== ===========
Net cash income** $ 1,213 $ 418 $ 5,245 $ 2,976
=========== =========== =========== ===========
Net cash income per share--diluted $ 0.13 $ 0.05 $ 0.56 $ 0.39
=========== =========== =========== ===========
</TABLE>
* Includes $1.7 million writeoff of debt refinancing costs for three and nine
months ended September 30, 2000. Includes $4.2 million restructuring and
severances charges for the nine months ended September 30, 1999
** Net cash income is net income (loss) excluding depreciation, amortization
of goodwill and intangibles, non-cash interest expense and the writeoff of
debt refinancing costs
<PAGE>
VIALOG CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- -------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 1,709 $ 547
Accounts receivable, net 18,310 11,637
Prepaid expenses and other current assets 839 745
------------- -------------
Total current assets 20,858 12,929
Property and equipment, net 20,295 17,814
Deferred debt issuance costs 2,335 3,801
Goodwill and intangible assets, net 61,014 64,094
Other assets 1,083 583
------------- -------------
Total assets $ 105,585 $ 99,221
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Debt--current $ 9,254 $ 7,102
Accounts payable and accrued expenses 18,806 9,750
------------- -------------
Total current liabilities 28,060 16,852
Long-term debt, less current portion 76,658 75,827
Other long-term liabilities 1,251 1,499
Total stockholders' equity (deficit) (384) 5,043
------------- -------------
Total liabilities and stockholders' equity $ 105,585 $ 99,221
============= =============
<PAGE>
US SEC FILINGS
Genesys Conferencing plans to file a Registration Statement on Form F-4 with the
US SEC in connection with the Vialog transaction. The Form F-4 will contain an
exchange offer prospectus, a proxy statement for Vialog's special meeting and
other documents. Vialog plans to mail the proxy statement/prospectus contained
in the Form F-4 to its stockholders. The Form F-4 and proxy statement/prospectus
will contain important information about Genesys Conferencing, Vialog, the
Vialog transaction and related matters. Investors and stockholders should read
the proxy statement/prospectus and the other documents filed with the US SEC in
connection with the Vialog transaction carefully before they make any decision
with respect to the Vialog transaction. A copy of the merger agreement with
respect to the Vialog transaction has been filed by Vialog as an exhibit to its
Form 8-K dated October 2, 2000. The Form F-4, the proxy statement/prospectus,
the Form 8-K and all other documents filed with the US SEC in connection with
the transaction will be available when filed free of charge at the US SEC's web
site at www.sec.gov. In addition, the proxy statement/prospectus, the Form 8-K
and all other documents filed with the US SEC in connection with the Vialog
transaction will be made available to investors free of charge by calling or
writing to:
Genesys S.A.
Pierre Schwich
4 Rue Jules Ferry, BP 1145
34008 Montpellier, Cedex 1, France
Phone: 33 4 67062755
Email: [email protected]
Vialog Corporation
Michael E. Savage
32 Crosby Drive
Bedford, MA 01730
Phone: 781-761-6200
Email: [email protected]
In addition to the Form F-4, the proxy statement/prospectus and the other
documents filed with the US SEC in connection with the Vialog transaction,
Vialog is obligated to file annual, quarterly and special reports, proxy
statements and other information with the US SEC. You may read and copy any
reports, statements and other information filed with the US SEC at the US SEC's
public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at
the other public reference rooms in New York, New York and Chicago, Illinois.
Please call the US SEC at 1-800-SEC-0330 for further information on public
reference rooms. Filings with the US SEC also are available to the public from
commercial document-retrieval services and at the web site maintained by the US
SEC at http//www.sec.gov.
SOLICITATION OF PROXIES; INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION
The identity of the people who, under SEC rules, may be considered "participants
in the solicitation" of Vialog stockholders in connection with the proposed
merger, and a description of their interests, is available in an SEC filing on
Schedule 14A made by Vialog on October 2, 2000.
FORWARD-LOOKING STATEMENTS
This release contains statements that constitute forward-looking statements
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements other than historical information or
statements of current condition. These statements appear in a number of places
in this release and include statements concerning the parties' intent, belief or
current expectations regarding future events, including: the growth of
Ready-to-Meet revenues, the anticipated timing of the Genesys Conferencing
transaction, and the benefits and results of the Genesys Conferencing
transaction. Forward-looking statements are not guarantees of future performance
and involve risks and uncertainties, and actual results may differ materially
from those in the forward-looking statements as a result of various factors.
Although management of the parties believe that their expectations reflected in
the forward looking statements are reasonable based on information currently
available to them, they cannot assure you that the expectations will prove to
have been correct. Accordingly, you should not place undue reliance on these
forward-looking statements. In any event, these statements speak only as of the
date of this release. The parties undertake no obligation to revise or update
any of them to reflect events or circumstances after the date of this release,
or to reflect new information or the occurrence of unanticipated events. Readers
are referred to Vialog's Annual Report to Stockholders and Genesys
Conferencing's and Vialog's other filings with the US SEC for a discussion of
these and other important risk factors concerning the parties and their
respective operations.
