<PAGE>
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 June 30, 1996
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 0-17920
BRITE VOICE SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
KANSAS 48-0986248
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
7309 E. 21ST STREET NORTH
WICHITA, KANSAS 67206
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:(316) 652-6500
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 [ ]
As of August 7, 1996, 11,783,355 shares of the registrant's common stock were
outstanding.
Total Number of Pages: 15
<PAGE>
BRITE VOICE SYSTEMS, INC.
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - June 30, 1996
and December 31, 1996 . . . . . . . . . . . . . 3
Consolidated Statements of Income - Three Months
Ended June 30, 1996 and 1995. . . . . . . . . . 5
Consolidated Statements of Cash Flows - Three Months
Ended June 30, 1996 and 1995. . . . . . . . . . 6
Notes to Financial Statements. . . . . . . . . . 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . 9
PART II. OTHER INFORMATION. . . . . . . . . . . . . . . . 14
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BRITE VOICE SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
June 30, December 31,
1996 1995
---------- -----------
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents. . . . . . . $ 2,088 $ 3,405
Accounts receivable, less allowance for doubtful
accounts: 1996-$587, 1995-$481 . . . 32,485 28,690
Inventories. . . . . . . . . . . . . . 11,650 10,510
Prepaid expenses and other . . . . . . 3,880 2,715
------- -------
Total Current Assets . . . . . . . 50,103 45,320
------- -------
PROPERTY AND EQUIPMENT
Land and building. . . . . . . . . . . 3,074 3,074
Furniture and equipment. . . . . . . . 22,881 19,978
------- -------
25,955 23,052
Less accumulated depreciation. . . . . (13,110) (11,476)
------- -------
Total Property and Equipment . . . 12,845 11,576
------- -------
OTHER ASSETS . . . . . . . . . . . . . . 2,296 1,936
------- -------
TOTAL ASSETS . . . . . . . . . . . . . . $65,244 $58,832
======= =======
See Notes to Financial Statements
-3-
<PAGE>
BRITE VOICE SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31,
1996 1995
---------- -----------
(Unaudited)
CURRENT LIABILITIES
Accounts payable . . . . . . . . . . . $ 8,369 $ 9,503
Accrued salaries and wages . . . . . . 2,136 1,726
Other accrued expenses . . . . . . . . 1,187 1,785
Deferred revenue . . . . . . . . . . . 2,114 1,364
Customer deposits. . . . . . . . . . . 1,109 1,565
Advances from affiliates . . . . . . . -- 551
Income taxes payable . . . . . . . . . 1,212 1,892
------- -------
Total Current Liabilities. . . . . 16,127 18,386
------- -------
STOCKHOLDERS' EQUITY
Preferred stock, no par value; authorized
10,000,000 shares; none issued and
outstanding . . . . . . . . . . . . . -- --
Common stock, no par value; authorized
30,000,000 shares; issued 11,783,355
shares - 1996; 11,489,325 shares - 1995 37,560 34,377
Retained earnings. . . . . . . . . . . 11,968 6,383
Foreign currency translation adjustment (411) (314)
------- -------
Total Stockholders' Equity . . . . 49,117 40,446
------- -------
$65,244 $ 58,832
======= =======
See Notes to Financial Statements
-4-
<PAGE>
BRITE VOICE SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE DATA)
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
-------- -------- -------- --------
(Unaudited) (Unaudited)
REVENUES
System sales. . . . . . . $ 15,688 $ 11,598 $ 29,804 $23,741
Services revenues . . . . 12,979 10,622 24,711 21,293
-------- -------- -------- --------
28,667 22,220 54,515 45,034
-------- -------- -------- --------
COSTS AND EXPENSES
Cost of Sales:
System . . . . . . . . . 7,107 4,440 13,117 9,480
Services . . . . . . . . 6,293 5,551 11,914 10,947
Research and engineering. 2,738 1,902 5,324 3,633
Selling, general and
administrative . . . . . 8,645 6,991 16,572 13,712
S-Corporation distributions -- 1,802 -- 3,263
-------- -------- -------- --------
24,783 20,686 46,927 41,035
-------- -------- -------- --------
INCOME FROM OPERATIONS . . 3,884 1,534 7,588 3,999
OTHER INCOME, NET. . . . . 122 132 180 285
-------- -------- -------- --------
INCOME BEFORE TAXES. . . . 4,006 1,666 7,768 4,284
PROVISION FOR INCOME TAXES 1,118 515 2,176 1,140
-------- -------- -------- --------
NET INCOME . . . . . . . . $ 2,888 $ 1,151 $ 5,592 $ 3,144
======== ======== ======== =========
EARNINGS PER SHARE . . . . $ .24 $ .10 $ .46 $ .26
======== ======== ======== =========
WEIGHTED AVERAGE SHARES
OUTSTANDING . . . . . . . 12,287 11,913 12,104 11,908
See Notes to Financial Statements
-5-
<PAGE>
BRITE VOICE SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Six Months Ended
June 30,
1996 1995
-------- --------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income. . . . . . . . . . . . . . . . . $ 5,591 $ 3,144
Items not requiring cash:
Depreciation and amortization. . . . . . . 1,695 1,680
Changes in:
Accounts receivable. . . . . . . . . . . . (3,795) (3,263)
Inventories. . . . . . . . . . . . . . . . (1,140) (2,316)
Accounts payable and accrued expenses. . . (649) 2,976
Other current assets and liabilities . . . (2,227) 227
-------- --------
Net cash provided by (used in) operating activities (525) 2,448
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment. . . . . (2,903) (3,029)
Proceeds from sales of property and equipment -- 38
Proceeds from maturity of temporary investments -- 7,933
Purchase of temporary investments . . . . . -- (3,379)
(Increase) decrease in other assets . . . . (417) 51
Net cash received from business acquisitions -- 44
-------- --------
Net cash provided by (used in) investing activities (3,320) 1,658
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock. . . . . . . . . . 2,761 221
Exercise of stock options . . . . . . . . . 421 177
Principal payments on debt. . . . . . . . . (551) (1,175)
-------- --------
Net cash provided by (used in) financing activities 2,631 (777)
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH. . . (103) 85
-------- --------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS. . . . . . . . . . . . . . (1,317) 3,414
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD . . . . . . . . . . . . . . . . . 3,405 5,776
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD . . $ 2,088 $ 9,190
-------- --------
-------- --------
See Notes to Financial Statements
-6-
<PAGE>
BRITE VOICE SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
1. The 1996 and 1995 financial statements (except for the December 31, 1995
Balance Sheet) included herein have been prepared by the Company, without
audit, and reflect all adjustments (consisting only of those of a normal
recurring nature) which are, in the opinion of management, necessary to
fairly present the financial position, results of operations and cash flows
for the interim periods. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted,
although the Company believes that the disclosures are adequate to make the
information presented not misleading.
The financial statements include various estimates, including estimated
reserves for obsolete inventory, uncollectible accounts, warranty reserves
and costs to complete certain projects. These estimates have been
established by management using historical operations data. There can be no
assurance that these estimates will not change as additional information
becomes available. It is suggested that these condensed financial statements
be read in conjunction with the financial statements and the notes thereto
for the year ended December 31, 1995, contained in the Company's Annual
Report to Stockholders and Form 10-K filed with the Securities and Exchange
Commission.
2. Inventories consist of the following (in thousands):
June 30, December 31,
1996 1995
-------- --------
Purchased parts . . . . . . . $ 4,311 $ 3,044
Work in progress. . . . . . . 4,647 4,146
Finished goods. . . . . . . . 2,692 3,320
-------- --------
$ 11,650 $ 10,510
-------- --------
-------- --------
3. Effective August 9, 1995, the Company consummated its mergers (the
"Mergers") with each of Telecom Services Limited (U.S.), Inc., Telecom
Services Limited (West), Inc., TSL Software Services, Inc., and TSL
Management Group, Inc. (collectively the "TSL Companies"). Pursuant to the
Agreement and Plan of Reorganization and Merger dated May 24, 1995 (the
"Merger Agreement"), the TSL Companies were merged into the Company in a
transaction involving the issuance of 3,331,000 shares of the Company's
common stock in conversion of all outstanding shares of common stock of the
TSL Companies.
The Mergers have been accounted for as a pooling of interests.
Accordingly, the consolidated financial statements have been retroactively
restated to include the results of operations, financial positions and cash
flows of the TSL Companies for all periods prior to consummation of the
Mergers. Revenues and net income prior to the combination are as follows
(in thousands):
-7-
<PAGE>
Three Months Ended Six Months Ended
June 30, 1995 June 30, 1995
------------------- ------------------
Net Net
Income Income
Revenues (Loss) Revenues (Loss)
-------- ------ -------- ------
Brite Voice Systems, Inc. $ 18,687 $ 1,538 $37,727 $ 3,229
TSL Companies . . . . 3,533 (387) 7,307 (85)
-------- ------- --------- -------
$22,220 $ 1,151 $45,034 $ 3,144
======== ======= ========= =======
4. On March 4, 1996, the Company completed a public stock offering whereby
1,377,401 shares were sold by certain stockholders. The Company granted the
Underwriter an option to purchase up to 206,610 shares, solely to cover
over-allotments. The underwriter's option was exercised, resulting in
proceeds to the Company of $2,761,176, net of expenses.
5. Income taxes paid during the three months ended June 30, 1996 and 1995
were $1,339,000 and $337,000, respectively.
Interest paid during the three months ended June 30, 1996 and 1995 was
$29,000 and $3,000, respectively.
-8-
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
BASIS OF PRESENTATION
Effective August 9, 1995, the TSL Companies were merged into the Company
in a transaction accounted for as a pooling of interests. TSL provides a
broad array of services and products which assist clients in managing various
aspects of their telecommunications requirements. The acquisition resulted
in the issuance of 3,331,000 shares of Brite's common stock in exchange for
all of the outstanding common stock of the TSL Companies. The financial
information presented herein has been restated to include the accounts and
operations of the TSL Companies for the quarter and six months ended June 30,
1995.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1996 COMPARED TO THREE MONTHS ENDED JUNE 30, 1995
Total revenues for the three months ended June 30, 1996 increased
$6,447,000 to $28,667,000, or 29.0%, compared to the same period in 1995,
primarily as a result of continuing penetration of international markets,
including sales of systems to new customers, and equipment and software
upgrades and system expansions to existing customers.
Domestic system sales, consisting of general purpose voice response
systems and electronic publishing systems delivered to customers in the
United States and Canada, increased to $7,263,000 from $6,152,000, or 18.1%.
General purpose voice response system sales increased $711,000 to
$6,293,000, or 12.7%, principally due to expansion of business from existing
customers and several large system sales in the banking and utility
industries.
Electronic publishing system sales increased $400,000 to $970,000, or
70.2%. The Company attributes this increase to new system sales to a
distributor in the health care industry. Previous sales have been to
newspapers and Yellow Pages publishers. The Company believes it holds a
significant majority of the market share in these segments and that this
market is saturated. Many of the Company's customers have slowed their
deployment of audiotex systems in the last year, as interest in on-line
systems and services has decreased demand for audiotex systems. The Company
believes that sales of these systems in future periods will become
increasingly more difficult to obtain in the domestic market.
International system sales increased $2,979,000 to $8,425,000, or 54.7%.
System sales by the Company's foreign subsidiaries increased $2,102,000 to
$6,090,000, or 52.7%, primarily due to system expansion by the Company's two
largest customers located in the United Kingdom and Spain. System sales by
the Company's United States-based sales force increased $877,000 to
$2,335,000, or 60.2%, primarily due to a large order in the Pacific Rim area.
The Company believes the international markets are behind the United States
markets in terms of
-9-
<PAGE>
acceptance of voice response technology, and that prospects for growth in
these markets will exceed those in the United States during the next several
years.
The Company's system sales are dependent upon continued orders by
existing customers, orders from new customers, and development of new
products. There can be no assurance that the Company will be able to
increase or maintain its market share in the future or to sustain recent
growth rates.
Services revenues increased $2,357,000 to $12,979,000, or 22.2%.
Managed services revenues, consisting of telecommunications management
services, Consumer Tips and 900 Voice Personals, increased 19.1%, from
$6,634,000 to $7,901,000, due primarily to an increase in revenues from
telecommunications management services. Service contract and repair revenues
increased 36.8%, from $2,690,000 to $3,680,000, due primarily to a one-time
project for a large customer, which helped lead to the conversion of this
customer to a full-service contract. Information services revenues increased
7.7% from $1,298,000 to $1,398,000, due primarily to the introduction of new
audio products.
Cost of system sales increased $2,667,000 to $7,107,000, or 60.1%, and
increased as a percentage of system sales from 38.3% to 45.3%. The increase
in actual costs was due to an increase in the number of systems shipped by
the Company's foreign subsidiaries to international customers. The increase
as a percentage of system sales is principally due to the presence during the
first quarter of 1995 of several large software orders that typically have
much higher margins than system sales.
Cost of services revenues increased $742,000 to $6,293,000, or 13.4%,
while decreasing as a percentage of services revenues from 52.3% to 48.5%.
The increase in actual costs was due to an increase in variable costs, such
as telephone transmission costs and revenue sharing payments to customers,
associated with increased managed services revenues. The decrease as a
percentage of revenues was primarily due to the inclusion of costs during the
three months ended June 30, 1995 associated with the voice personals service,
Person-to-Person, cancelled during the last half of 1995. These services had
a much lower margin than other services provided.
Research and engineering expenses increased $836,000 to $2,738,000, or
43.9%, due to the addition of research engineers and related expenses to
support the Company's continued commitment to product development. As a
percentage of revenues, these expenses increased to 9.6% of total revenues in
the three months ended June 30, 1996, compared to 8.6% in 1995. The Company
believes that it must continue to increase spending on research and
engineering activities in absolute terms in order to continue to remain
competitive in the voice response market. Such expenses could increase as a
percentage of revenues as well.
Selling, general and administrative expenses increased $1,654,000 to
$8,645,000, or 23.7%, primarily due to the expansion of the Company's
international sales and marketing efforts. Significant staff were added
during the latter part of 1995 to support new sales opportunities in both the
domestic and international markets. As a percentage of total revenues,
selling, general and administrative expenses decreased slightly from 31.5% to
30.2%.
S corporation distributions represent payments made to the former TSL
Companies' stockholders, which are approximately equal to the tax basis
earnings of the TSL Companies. Under the terms of the Merger Agreement, the
TSL Companies
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<PAGE>
were allowed to distribute estimated tax basis income through the closing
date of the Mergers. The distributions totaled $1,802,000 in the three
months ended June 30, 1995. These payments were not made in 1996 and will
not recur in future periods.
Other income decreased by $10,000 to $122,000, or 7.6%, principally due
to lower average cash and cash equivalents balances during the three months
ended June 30, 1996 versus the same period in 1995. The Company also
utilized its line of credit during the quarter ended June 30, 1996, thereby
incurring interest expense that offset a portion of the interest income
earned during the period.
The provision for income taxes was 27.9% for the three months ended June
30, 1996, compared to 30.9% for the same period during 1995. The variance
from the United States statutory rate in both periods was due primarily to
the utilization of net operating loss and credit carryforwards acquired
through the Company's 1993 merger with Perception Technology Corporation, and
a reduction in the Company's deferred tax valuation allowance.
SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995
Total revenues increased $9,481,000 to $54,515,000, or 21.1%, compared
to the same period in 1995. This improvement was due to increases in
international system sales and domestic and international services revenues.
Domestic system sales decreased $273,000 to $13,946,000, or 1.9%.
General purpose voice response system sales decreased $225,000 to
$11,751,000, or 1.9%, principally due to the presence during the first
quarter of 1995 of several large orders placed by value added resellers of
the Company's products that did not recur during the first six months of
1996. Electronic publishing system sales decreased $48,000 to $2,195,000, or
2.1%, due primarily to the weakness in demand for systems by directory
publishing customers.
International system sales increased $6,336,000 to $15,858,000, or
66.5%. System sales by the Company's foreign subsidiaries increased
$5,929,000 to $12,663,000, or 88.0%, primarily due to system expansion by the
Company's two largest customers located in the United Kingdom and Spain.
System sales by the Company's United States-based sales force increased
$407,000 to $3,195,000, or 14.6%, primarily due to a large order in the
Pacific Rim area.
Services revenues increased $3,418,000 to $24,711,000, or 16.1%.
Service contract and repair revenues increased $1,188,000 to $6,617,000, or
21.9%, due primarily to the Company's emphasis on expanding its base of
customers who subscribe to quarterly or annual maintenance contracts.
Managed services revenues increased $1,976,000 to $15,341,000, or 14.8%, due
to an increase in revenues from telecommunications management services.
Information services and other service revenues increased $254,000 to
$2,753,000, or 10.2%, due to the introduction of new audio products.
Cost of system sales increased $3,637,000 to $13,117,000, or 38.4%, and
increased as a percentage of system sales from 39.9% to 44.0%. The increase
in actual costs was due to an increase in the number of systems shipped. The
increase as a percentage of system sales is principally due to the presence
during the first quarter of 1995 of several large software orders that
typically have much higher margins than system sales.
-11-
<PAGE>
Cost of services revenues increased $967,000 to $11,914,000, or 8.8%,
while decreasing as a percentage of services revenues from 51.4% to 48.2%.
The increase in actual costs was due primarily to the increase in variable
costs, such as telephone transmission costs and revenue-sharing payments to
customers. The decrease as a percentage of revenues was primarily due to the
inclusion of costs during the six months ended June 30, 1995 associated wih
the voice personals service, Person-to-Person, cancelled during the last half
of 1995. These services had a much lower margin than other services provided.
Research and engineering expenses increased $1,691,000 to $5,324,000, or
46.6%, due to the addition of research engineers and related expenses to
support the Company's continued commitment to product development. As a
percentage of revenues, these expenses increased to 9.8% of total revenue in
the six months ended June 30, 1996, compared to 8.1% in 1995. The Company
believes that it must continue to increase spending on research and
engineering activities in absolute terms in order to continue to remain
competitive in the voice response market. Such expenses could increase as a
percentage of revenues as well.
Selling, general and administrative expenses increased $2,860,000 to
$16,572,000, or 20.9%, primarily due to the expansion of the Company's
international sales and marketing efforts. Significant staff were added
during the latter part of 1995 to support new sales opportunities in both the
domestic and international markets. As a percentage of total revenues,
selling, general and administrative expenses remained constant at 30.4%.
Other income decreased by $105,000 to $180,000, or 36.8%, primarily due
to lower average cash and cash equivalent balances during the six month
period versus the same period in 1995. The Company also utilized its line of
credit during the six months ended June 30, 1996, thereby incurring interest
expense that offset a portion of the interest income earned during the period.
The provision for income taxes was 28.0% for the six months ended June
30, 1996 compared to 26.6% for the same period in 1995. The variance in the
effective income tax rate from the United States statutory rate for both
periods was due primarily to the utilization of net operating loss and credit
carryforwards acquired through the Company's 1993 merger with Perception
Technology Corporation, and a reduction in the Company's deferred tax
valuation allowance.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1996, the Company had a current ratio of 3.1 to 1, and
working capital of $33,976,000, compared to a current ratio of 2.5 to 1 and
working capital of $26,934,000 at December 31, 1995. Cash and cash
equivalents and temporary investments decreased from $3,405,000 at December
31, 1995 to $2,088,000 at June 30, 1996, primarily due to an increase in
accounts receivable and inventory and purchases of property and equipment.
Accounts receivable increased by $3,795,000 and inventory increased by
$1,140,000 during the six months ended June 30, 1996. The increase in
accounts receivable is principally due to an increase in international sales
during the six months ended June 30, 1996, which typically have longer
payment cycles and greater difficulty in accounts receivable collection. The
increase in inventory occurred primarily as a result of the anticipation of
sales increases by the Company's foreign subsidiaries. These foreign
subsidiaries require longer lead times for certain components which are
included in customer systems. The increase in inventory was
-12-
<PAGE>
funded by working capital on hand and operating income generated in the first
quarter of 1996.
Property and equipment increased by $2,903,000 during the six months
ended June 30, 1996. The Company expects capital expenditures to continue at
approximately this level for the remainder of the year.
The Company regularly invests excess funds in short-term securities,
such as bankers' acceptances, government obligations and variable rate demand
notes, having maturities up to one year. Management believes that
restricting investments to these types of securities maximizes financial
flexibility and minimizes exposure to interest rate and market risks. The
Company utilizes these investments as a source of liquidity, to the extent
that cash requirements exceed short-term cash receipts.
The Company maintains a $5,000,000 line of credit that is used from time
to time to fund short-term cash requirements. There were no borrowings
outstanding under the line as of June 30, 1996.
The Company has no significant capital commitments and believes that
working capital on hand, the availability of the line of credit, and funds
provided from future operations will be sufficient to fund all of the
Company's known short-term and long-term capital requirements.
INFLATION
Inflation has not had a material impact on the Company's results of
operations. Because of the competitive nature of the computer industry, the
costs of parts used in the Company's products have remained relatively
stable. However, should inflation rise to higher levels, the Company believes
that such inflationary costs would be passed on to customers by both the
Company and its competition.
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<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Stockholders of the Company, held on May 14,
1996, the Company's Stockholders:
a) Elected the following to serve as Directors of the Company:
Stanley G. Brannan, Perry E. Esping, C. MacKay Ganson, Jr., David S. Gergacz,
John F. Kelsey, III, Alan C. Maltz and Scott A. Maltz. Votes cast for each
Director were 9,966,259 in favor, 0 against and 2,970 abstentions;
b) Approved and adopted the Brite Voice Systems, Inc. Amended and
Restated 1990 Non-Employee Director Stock Option Plan, as adopted by the
Board of Directors of the Company on January 18, 1996. There were 8,176,613
votes cast in favor of the Amended and Restated Plan, 1,794,869 against and
23,194 abstentions; and
c) Ratified the appointment of Arthur Andersen LLP to serve as the
Company's independent public accountants for 1995. There were 7,190,718
votes cast in favor of the appointment, 15,647 cast against and 5,077
abstentions.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) None
(b) No reports on Form 8-K were filed during the quarter for which this
report is filed.
-14-
<PAGE>
SIGNATURE
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.
Dated: August 14, 1996
BRITE VOICE SYSTEMS, INC.
/s/ Glenn A. Etherington
--------------------------------------
Glenn A. Etherington
Chief Financial Officer
Duly Authorized Officer on behalf of the Registrant
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM Form 10-Q
for the quarterly period ended June 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 2,088
<SECURITIES> 0
<RECEIVABLES> 32,485
<ALLOWANCES> 587
<INVENTORY> 11,650
<CURRENT-ASSETS> 50,103
<PP&E> 25,955
<DEPRECIATION> 13,110
<TOTAL-ASSETS> 65,244
<CURRENT-LIABILITIES> 16,127
<BONDS> 0
0
0
<COMMON> 37,560
<OTHER-SE> 11,557
<TOTAL-LIABILITY-AND-EQUITY> 65,244
<SALES> 29,804
<TOTAL-REVENUES> 54,515
<CGS> 13,117
<TOTAL-COSTS> 46,927
<OTHER-EXPENSES> (180)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 7,768
<INCOME-TAX> 2,176
<INCOME-CONTINUING> 5,592
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,592
<EPS-PRIMARY> 0.46
<EPS-DILUTED> 0
</TABLE>
