SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 23, 1999
Date of Report (Date of earliest event reported)
PERIPHONICS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-25592 11-2699509
(State or other jurisdiction (Commission File Number (IRS Employer
of incorporation) Identification Number)
4000 Veterans Memorial Highway
Bohemia, NY 11716
(516) 468-9000
(Registrant's telephone number, including area code)
Page 1 of 2 Pages
<PAGE>
Item 5. Other Events
On September 23, 1999, Periphonics Corporation (the "Company") announced
its first quarter results for fiscal year 2000.
Reference is made to the Company's related press release attached hereto as
Exhibit 99.01 and incorporated by reference herein (including, without
limitation, the information set forth in the cautionary statement contained in
the final paragraph of the press release).
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits:
99.01 Press Release dated September 23, 1999.
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 hereunto duly authorized.
PERIPHONICS CORPORATION
Date: October 4, 1999
By: /s/ Peter J. Cohen
------------------
Name: Peter J. Cohen
Title: President and Chief Executive Officer
Contact: Joseph D. Pititto
Exec. Dir. Corp. Comm.
(516) 468-9212
[email protected]
Periphonics Reports Record First Quarter Results
Revenues Rise 41.9 Percent To $43.1 Million;
Earnings Per Diluted Share Increase To $0.31* Compared With $0.08 In FY99
(* before expenses associated with pending merger with Nortel Networks)
Bohemia, New York, September 23, 1999 - Periphonics Corporation (NASDAQ: PERI),
a leading worldwide provider of products and professional services for call
processing solutions used in Computer Telephony Integration (CTI) and Telecom
Enhanced Network Services, today reported record results for the company's
fiscal year 2000 first quarter which ended August 31, 1999. Total revenues for
the quarter increased 41.9 percent to $43.1 million compared with $30.4 million
in the first quarter of fiscal 1999. Net income for the quarter increased 304.3
percent to $4.5 million, or $0.31 per diluted share* (*before expenses
associated with pending merger), compared with $1.1 million, or $0.08 per
diluted share, in the prior year period. Net income for the quarter including
expenses associated with the pending merger with Nortel Networks was $3.9
million, or $0.28 per diluted share.
Peter Cohen, Periphonics Chairman and President, said, "We are very pleased with
the growth in orders, revenue and earnings achieved during the first quarter of
fiscal 2000. It is important to note that these record results follow similar
record performance in the fourth quarter of fiscal 1999. Demand for Periphonics
products and services continues to grow from a broad range of vertical and
geographic markets, product segments, new and existing customers, and includes
both large and average size projects."
Cohen noted that the company's backlog increased during the first quarter and
its pipeline of business opportunities remains strong thereby providing
excellent visibility for year-over-year revenue and earnings growth in the
current second quarter of fiscal 2000. "In addition, our outlook is strongly
positive for continued profitable growth during the second half of fiscal
(more)
<PAGE>
Periphonics Corporation Reports Record Results For FY2000 First Quarter,
continued... pg.2
2000," he said. Commenting on the company's pending merger with Nortel Networks
(on August 24, 1999 Periphonics announced that it had signed a definitive
agreement to be acquired by Nortel Networks) Cohen said, "We are currently
awaiting various regulatory approvals and anticipate closing the transaction
before calendar year-end 1999."
System revenues for the first quarter increased 48.4 percent to $32.9 million
compared with $22.2 million in the same period last year. Maintenance revenues
increased 24.3 percent to $10.2 million compared with $8.2 million in the prior
year period. Gross profit for the first quarter increased 44.8 percent to $22.7
million or 52.6 percent of total revenues, compared with $15.7 million or 51.5
percent of total revenues in the prior year period.
Domestic (USA) system revenues for the first quarter increased 16.4 percent to
$17.1 million compared with $14.7 million in the prior year period. Domestic
maintenance revenues increased 18.4 percent to $8.0 million compared with $6.7
million in the first quarter of fiscal 1999. Total international revenues for
the first quarter rose 101.4 percent to $18.1 million compared with $9.0 million
in the prior year period. International revenues accounted for 41.9 percent of
total revenues. Total revenues from Europe, the Middle East and Africa increased
172.5 percent to $10.5 million compared with $3.9 million in the prior year
period. Total revenues from the Pacific Rim increased 8.7 percent to $2.5
million compared with $2.3 million in the prior year period, while total
revenues from the Americas (excluding the USA) increased 82.8 percent to $5.1
million compared with $2.8 million in last year's first quarter.
System revenues from the company's newest products and features, including Large
Vocabulary Speech Recognition (LVR), CallSPONSOR(R) call center CTI application
suite, Periphonics Calling Card Platform (PCCP) and the PeriWeb Internet
interface feature, increased 207.7 percent to $9.1 million in the first quarter
of fiscal 2000; this represented 27.6 percent of total system revenues, compared
with $3.0 million, which represented 13.3 percent of total system revenues, in
the same period last year.
About Periphonics
Periphonics Corporation is a global leader in the development, marketing and
support of products and professional services for Computer Telephony Integration
(CTI) and Telecom Enhanced Network Services. The Company's products and services
utilize such technologies as interactive voice response (IVR), advanced speech
processing with large vocabulary recognition, natural language processing and
text-to-speech, as well as interactive processing via Web browsers, messaging,
and fax. Periphonics also provides comprehensive professional services including
project management, software application development, call center integration
and script and grammar development. The Company's products and professional
services help
(more)
<PAGE>
Periphonics Corporation Reports Record Results For FY2000 First Quarter,
continued... pg.3
its customers enhance their customer service offerings, increase caller
satisfaction, reduce operating costs and often create new revenue opportunities
by automating call and transaction processing. Periphonics is an ISO 9001/TickIT
registered company with systems installed in more than 50 countries. For further
information, visit our site on the World Wide Web at www.peri.com.
Special Note Regarding Forward-Looking Statements:
A number of statements contained in this press release are forward-looking
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements involve risks and uncertainties that could cause actual results
to differ materially from those expressed or implied in the applicable
statements. These risks and uncertainties include, but are not limited to:
fluctuations in product demand, long sales cycles that affect timing of orders
from and shipments to customers, delays in development and customer acceptance
of custom software applications, the timing and market acceptance of new product
introductions, changes in market pricing, litigation, risks in product and
technology development, delays in orders or installation schedule due to
customers' internal Y2K issues, delays in delivery of orders due to fluctuations
in inventory, as well as changes in general economic conditions in domestic and
international markets. For a more detailed description of these other risk
factors, please refer to the Company's Securities and Exchange Commission
filings including the Company's Forms 10-Q and Form 10-K and Annual Report.
(See Attached Tables)
<PAGE>
- 4 -
PERIPHONICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
<TABLE>
<CAPTION>
August 31, 1999 May 31, 1999
(Unaudited) (Audited)
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents.................................................... $19,409 $26,564
Short-term investments....................................................... 11,841 1,000
Accounts receivables, less allowance for doubtful
accounts of $1,783 and $1,783, respectively.............................. 45,374 45,187
Inventories.................................................................. 17,037 16,078
Deferred income taxes........................................................ 2,120 1,852
Prepaid expenses and other current assets ................................... 1,947 1,833
------- ------
Total current assets...................................................... 97,728 92,514
Property, plant and equipment, net........................................... 20,218 20,072
Other assets................................................................. 478 461
-------- --------
TOTAL ASSETS................................................................. $118,424 $113,047
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities:
Accounts payables............................................................ $ 8,850 $ 8,250
Accrued expenses and other current liabilities............................... 23,718 23,483
------ ------
Total current liabilities................................................ 32,568 31,733
Deferred income taxes........................................................ 7 104
------ ------
TOTAL LIABILITIES............................................................ 32,575 31,837
------ ------
Stockholders' Equity:
Preferred stock, par value $.01 per share, --- ---
1,000,000 shares authorized, none issued
Common stock, par value $.01 per share, 140 140
30,000,000 shares authorized, 14,108,390 issued and
13,251,590 shares outstanding as of August 31, 1999; 13,999,190 shares
issued and 13,142,390 shares outstanding as of May 31, 1999
Additional paid-in capital................................................... 45,423 44,718
Retained earnings............................................................ 46,784 42,850
------ ------
92,347 87,708
Treasury stock at cost, 856,800 shares....................................... (6,498) (6,498)
------ -------
Total stockholders' equity............................................... 85,849 81,210
------ ------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY............................... $118,424 $113,047
======= =======
</TABLE>
<PAGE>
-- 5 -
PERIPHONICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
August 31,
1999 1998
---- ----
<S> <C> <C>
System revenues............................................................... $32,904 $22,166
Maintenance revenues.......................................................... 10,244 8,239
------ -----
Total revenues............................................................. 43,148 30,405
------ ------
Cost of system revenues....................................................... 15,230 10,380
Cost of maintenance revenues.................................................. 5,228 4,360
----- -----
Cost of revenues........................................................... 20,458 14,740
------ ------
Gross profit.................................................................. 22,690 15,665
------ ------
Operating expenses:
Selling, general and administrative....................................... 11,313 9,777
Research and development.................................................. 5,053 4,610
Expenses associated with pending merger .................................. 805 ---
------ ------
17,171 14,387
------ ------
Earnings from operations...................................................... 5,519 1,278
----- -----
Other income (expense):
Interest and other income................................................. 308 333
Foreign exchange gain .................................................... 133 234
--- ---
441 567
--- ---
Earnings before provision for income taxes.................................... 5,960 1,845
Provision for income taxes.................................................... 2,026 729
----- ---
Net earnings.................................................................. 3,934 $ 1,116
===== =======
Per share data:
Basic earnings................................................................ $ 0.30 $ 0.08
======= ========
Diluted earnings.............................................................. $ 0.28 $ 0.08
======= ========
Weighted average shares:
Basic......................................................................... 13,205 13,852
====== ======
Diluted....................................................................... 14,187 13,937
====== ======
</TABLE>
