<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
NOVEMBER 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-13616
INTERVOICE, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-1927578
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17811 WATERVIEW PARKWAY, DALLAS, TX 75252
(Address of principal executive offices)
214-454-8000
(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
--- ---
The Registrant had 15,801,320 shares of common stock, no par value per
share, outstanding as of the close of the period covered by this report.
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<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
InterVoice, Inc.
Consolidated Balance Sheets
<TABLE>
<CAPTION>
(Unaudited)
November 30, February 28,
ASSETS 1995 1995
- ------------------------------------ ------------ ------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $15,566,572 $10,276,952
Accounts and notes receivable, net 29,197,461 18,222,080
Inventory 10,815,330 9,803,534
Prepaid expenses 594,168 516,091
Deferred taxes 1,168,076 1,168,076
----------- -----------
57,341,607 39,986,733
PROPERTY AND EQUIPMENT
Building 15,637,745 14,545,054
Computer equipment 7,361,897 5,379,320
Furniture, fixtures and other 4,700,648 4,300,907
Service equipment 2,078,236 1,903,632
----------- -----------
29,778,526 26,128,913
Less allowance for depreciation 8,762,106 6,465,385
----------- -----------
21,016,420 19,663,528
OTHER ASSETS
Other assets, net 4,541,343 3,068,304
----------- -----------
$82,899,370 $62,718,565
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses $11,926,313 $9,538,117
Customer deposits 1,791,815 1,131,764
Deferred income 2,912,714 3,364,848
Income taxes payable 3,715,297 1,836,738
----------- -----------
20,346,139 15,871,467
STOCKHOLDERS' EQUITY
Preferred Stock, $100 par value--2,000,000
shares authorized: none issued
Common Stock, no par value, at nominal
assigned value--62,000,000 shares
authorized: 18,801,320 issued,
15,801,320 outstanding in 1996
and 18,381,503 issued,
15,381,503 outstanding in 1995 9,393 9,167
Additional paid-in capital 36,278,739 33,212,063
Treasury stock - at cost (24,003,245) (24,003,245)
Retained earnings 50,268,344 37,629,113
----------- -----------
62,553,231 46,847,098
----------- -----------
$82,899,370 $62,718,565
=========== ===========
</TABLE>
<PAGE> 3
InterVoice, Inc.
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
--------------------------- --------------------------
November 30, November 30, November 30, November 30,
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Sales $25,145,270 $20,058,871 $70,845,688 $54,669,551
Cost of goods sold 8,879,178 7,500,288 24,841,237 20,253,197
----------- ----------- ----------- -----------
Gross margin 16,266,092 12,558,583 46,004,451 34,416,354
----------- ----------- ----------- -----------
Research and development expenses 2,502,983 1,869,836 7,052,283 5,289,298
Selling, general and administrative
expenses 7,151,063 5,367,246 20,029,879 15,255,787
Purchased research and development -- -- -- 10,541,918
----------- ----------- ----------- -----------
Income from operations 6,612,046 5,321,501 18,922,289 3,329,351
Other income (expense) 122,378 (79,156) 374,248 170,596
----------- ----------- ----------- -----------
Income before income taxes 6,734,424 5,242,345 19,296,537 3,499,947
Income taxes 2,323,377 1,782,398 6,657,306 4,774,235
----------- ----------- ----------- -----------
Net income (loss) $4,411,047 $3,459,947 $12,639,231 ($1,274,288)
=========== =========== =========== ===========
Earnings (loss) per common and
common equivalent share $.27 $.22 $.77 ($.07)
=========== =========== =========== ===========
Weighted average number of common
and common equivalent shares 16,542,379 16,032,784 16,368,755 17,381,076
=========== =========== =========== ===========
</TABLE>
<PAGE> 4
InterVoice, Inc.
Consolidated Statements of Changes in Stockholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
Common Stock Additional
--------------------- Paid-in Retained Treasury
Shares Amount Capital Earnings Stock Total
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at February 28, 1995 15,381,503 9,167 $33,212,063 $37,629,113 ($24,003,245) $46,847,098
Exercise of stock options 419,817 226 3,066,676 -- -- $3,066,902
Net Income -- -- -- 12,639,231 -- $12,639,231
---------------------------------------------------------------------------
Balance at November 30, 1995 15,801,320 9,393 $36,278,739 $50,268,344 ($24,003,245) $62,553,231
===========================================================================
</TABLE>
<PAGE> 5
InterVoice, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
--------------------------- --------------------------
November 30, November 30, November 30, November 30,
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $4,411,047 $3,459,947 $12,639,231 ($1,274,288)
Adjustments to reconcile net
income to net cash provided
by operating activities:
Purchased research and
development -- -- -- 10,541,918
Depreciation and
amortization 1,083,449 968,520 3,242,687 2,345,859
Changes in operating assets
and liabilities: (1,976,407) 84,164 (7,499,472) 1,207,876
----------- ---------- ----------- -----------
NET CASH FROM OPERATIONS 3,518,089 4,512,631 8,382,446 12,821,365
INVESTING ACTIVITIES
Acquisition of business, net
of cash acquired -- (1,736,178) -- (8,778,369)
Purchase of property
and equipment (1,065,696) (1,514,160) (3,496,718) (7,815,784)
Purchased software (1,512,400) (329,108) (2,104,503) (341,941)
(Increase) decrease in notes
receivable (639,261) 16,573 (558,507) (64,181)
----------- ---------- ----------- -----------
(3,217,357) (3,562,873) (6,159,728) (17,000,275)
FINANCING ACTIVITIES
Purchase of Treasury Stock -- -- -- (24,003,245)
Exercise of stock options 1,038,446 277,362 3,066,902 888,643
----------- ---------- ----------- -----------
1,038,446 277,362 3,066,902 (23,114,602)
----------- ---------- ----------- -----------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 1,339,178 1,227,120 5,289,620 (27,293,512)
Cash and cash equivalents,
beginning of period 14,227,394 7,681,586 10,276,952 36,202,218
CASH AND CASH EQUIVALENTS,
END OF PERIOD $15,566,572 $8,908,706 $15,566,572 $8,908,706
=========== ========== =========== ===========
</TABLE>
<PAGE> 6
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NINE MONTHS ENDED NOVEMBER 30, 1995
NOTE A -- BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information. The
Balance Sheet at February 28, 1995 has been derived from audited financial
statements at that date. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation of the unaudited November 30, 1995 and 1994 financial statements
have been included. Operating results for the nine month period ended November
30, 1995 are not necessarily indicative of the results that may be expected for
the year ending February 29, 1996 as they may be affected by a number of
factors, including the timing and ultimate receipt of orders from significant
customers which continue to constitute a large portion of the Company's sales,
the sales channel mix of products sold, and changes in general economic
conditions, any of which could have an adverse effect on operations.
NOTE B -- EARNINGS PER SHARE
Earnings per share are computed based on the sum of the average outstanding
common shares and common equivalent shares. Common equivalent shares assume
the exercise of all dilutive stock options using the treasury stock method.
Primary and fully diluted earnings per share are not materially different for
the periods presented.
NOTE C -- CONTINGENCIES
The Company is subject to certain legal proceedings and claims that arise in
the ordinary course of its business. In the opinion of management, based on
discussions with and advice of legal counsel, the amount of ultimate liability
with respect to these actions will not materially affect the consolidated
results of operations or financial condition of the Company.
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
SALES. Sales in the third quarter and first nine months of fiscal 1996
increased approximately $5.1 million and $16.2 million, respectively, or 25%
and 30%, respectively, when compared to the same periods of fiscal 1995.
International sales grew 44% and 104%, respectively, and were 23% of the
Company's total sales in the third quarter of fiscal 1996 versus 20% in the
same period of the previous fiscal year. These increases are the result of the
Company's continued focus on diversifying its international sales outside of
the audiotex market in Europe and expansion of its international sales channels
through strengthening existing distributor relationships and adding new
distributors. Domestic sales in the third quarter of fiscal 1996 increased 21%
primarily due to sales to the Company's distributors which increased to 51% of
domestic sales from 35% in the same period of the previous fiscal year.
Domestic sales during the first nine months of fiscal 1996 increased 17% versus
the same period of the previous fiscal year with growth in both the direct and
distributor sales channels. No customer accounted for 10% or more of the
Company's total sales during the third quarter of fiscal 1996. Sales to a
leading domestic telecommunications company during the first nine months of
fiscal 1996 were approximately $8.4 million or 12% of the Company's total
sales.
COST OF GOODS SOLD. Cost of goods sold as a percentage of sales
declined to 35% in both the third quarter and the first nine months of fiscal
1996 from 37% in the same periods of the previous fiscal year. This decrease is
primarily due to an increase, versus the same periods of the previous fiscal
year, in the percentage of the Company's total sales represented by
international systems, which have greater gross margins than domestic systems
due to greater software content, and sales of large systems and systems
upgrades which, generally, also have greater gross margins.
RESEARCH AND DEVELOPMENT. Research and development expenses in the
third quarter and first nine months of fiscal 1996 increased approximately $0.6
million and approximately $1.8 million, or 34% and 33%, from the same periods
of the previous fiscal year. Such expenses in the third quarter and first nine
months of fiscal 1996 constituted 10% of the Company's total sales, comparable
to the same periods of the previous fiscal year. Research and development
expenses in the third quarter and first nine months of fiscal 1996 included the
continued development of the multimedia implementation of Interactive Voice
Response (IVR) and enhancement of products obtained in the acquisition of
VoicePlex Corporation. Additionally, expenditures were made for the ongoing
development of the Company's OneVoice multi-application platform, including
InterDial (an outbound predictive dialer system) and the OneVoice System voice
response system; development of InVision, a graphical user interface (GUI)
version of the Company's custom application generation tool; and other hardware
and software enhancements.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
administrative expenses increased approximately $1.8 million and approximately
$4.8 million in the
<PAGE> 8
third quarter and first nine months of fiscal 1996 as compared to the same
periods of the previous fiscal year. These expenses in the third quarter of
fiscal 1996 increased slightly to 28% of total sales from 27% in the same
period of the previous fiscal year as the Company continued to invest in
selling, general and administrative resources to expand its worldwide sales,
service and support personnel and marketing and advertising programs. Selling,
general and administrative expenses for the first nine months of fiscal 1996
were comparable to the same period of the previous year at 28% of total sales.
OTHER INCOME. Other income, which consists primarily of interest
income on cash and other non-operating interest income, increased approximately
$0.2 million from the same period of the previous fiscal year. This increase is
the result of reduced cash balances during the same period of the previous
year, resulting from the completion of the Company's stock repurchase program
on July 13, 1994, the Company's purchase of VoicePlex Corporation on August 31,
1994, and the expansion of the Company's office and manufacturing facilities
during fiscal 1995.
INCOME FROM OPERATIONS. The Company purchased VoicePlex Corporation on
August 31, 1994 for approximately $8 million in cash and approximately 255,000
shares of the Company's common stock. The acquisition was effected through the
merger of a wholly owned subsidiary of the Company into VoicePlex Corporation.
Substantially all the purchase price was attributable to in process research
and development which resulted in a $10.5 million write off, with no related
tax benefit, in the second quarter of fiscal 1995. Excluding this write off,
the Company generated operating income of approximately $13.9 million and net
income of approximately $9.3 million during the first nine months of fiscal
1995. Operating income and net income during the third quarter of fiscal 1996
increased 24% and 27%, respectively, versus the same period of the previous
fiscal year. Operating income grew at approximately the same rate as the
Company's total sales in the third quarter of fiscal 1996 while net income grew
at a greater rate than operating income due to an increase in other income, as
discussed above. Both operating income and net income during the first nine
months of fiscal 1996 increased 36% versus adjusted operating income and
adjusted net income for the same period of the previous fiscal year. Operating
and net income during the first nine months of fiscal 1996 increased at a
greater rate than the Company's total sales due to the decreases in both cost
of goods sold and selling, general and administrative expenses, as a percentage
of the Company's total sales, as discussed above.
LIQUIDITY AND CAPITAL RESOURCES. At November 30, 1995, the Company had
cash reserves of approximately $15.6 million. The Company believes its cash
reserves and internally generated cash flow will be sufficient to meet its
operating cash requirements for the foreseeable future. In addition, the
Company has a $15 million unsecured credit line which is available in its
entirety. The Company reviews acquisition opportunities from time to time and
believes it has access to the financial resources necessary to pursue
attractive opportunities as they arise.
<PAGE> 9
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the litigation between the Company and its wholly
owned subsidiary, InterVoice S.A., and Realizzazione Investmenti per lo
Sviluppo delle Communicazioni s.r.l. ("RISC"), an Italian registered limited
company, described in Part 1, Item 3 of the Company's Annual Report on Form
10-K for the year ended February 28, 1995, and further described in Part II,
Item 1 of the Company's Quarterly Reports on Form 10-Q for the quarters ended
May 31, 1995 and August 31, 1995. On December 8, 1995, the Commercial Court of
Nanterre issued a judgment deciding many of the issues presented in the case.
The Court held that the sales contract between the Company's French subsidiary
and RISC had been terminated as a result of the fault of the Company and its
subsidiary. The Court further held that the Company and its subsidiary had
breached certain obligations under the sales contract and were liable for
damages. However, the Court determined that RISC was also at fault and should
therefore bear a share of any loss which might be established. The Court
ordered that an expert be appointed to assess the amount of damages, and
reserved judgement concerning the share of any loss to be borne by RISC. The
Court also held that the limitation of liability provision in the sales
contract was not applicable. The Court rejected RISC's demand that it be
allowed to return the systems purchased under the sales contract to the Company
and its subsidiary and receive a refund of the purchase price. The Company and
its subsidiary have appealed the trial court's decision, and pursuant to French
procedure such appeal will result in a trial de novo. In the trial de novo,
the appellate court will not be obligated to follow any factual or legal
determination by the trial court. The appellate court will not conduct new
expert's proceedings and will have access to the expert's report which was
prepared for the trial court proceeding.
<PAGE> 10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The information required by this Item 6(a) is set forth in
the Index to Exhibits accompanying this quarterly report and
is incorporated herein by reference.
(b) Reports on Form 8-K
None
<PAGE> 11
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.
INTERVOICE, INC.
Date: January 14, 1996 By: /s/ ROB-ROY J. GRAHAM
---------------------------
Rob-Roy J. Graham
Chief Financial Officer
(Chief Accounting Officer)
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- ------------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-START> MAR-01-1995
<PERIOD-END> NOV-30-1995
<CASH> 15,566,572
<SECURITIES> 0
<RECEIVABLES> 29,197,461
<ALLOWANCES> 265,000
<INVENTORY> 10,815,330
<CURRENT-ASSETS> 57,341,607
<PP&E> 29,778,526
<DEPRECIATION> 8,762,106
<TOTAL-ASSETS> 82,899,370
<CURRENT-LIABILITIES> 20,346,139
<BONDS> 0
<COMMON> 9,393
0
0
<OTHER-SE> 62,543,838
<TOTAL-LIABILITY-AND-EQUITY> 82,899,370
<SALES> 70,845,688
<TOTAL-REVENUES> 70,845,688
<CGS> 24,841,237
<TOTAL-COSTS> 24,841,237
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 128,196
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 19,296,537
<INCOME-TAX> 6,657,306
<INCOME-CONTINUING> 12,639,231
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,639,231
<EPS-PRIMARY> 0.77
<EPS-DILUTED> 0.77
</TABLE>
