-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IeZU2oteFi1PXVK57k4wE9WqwWQPGkPut5nWl9vOjUdBf80lmHC/ZXcC86HpHHEq NdDBznbuxNq+9Iro/t4U5Q== 0000950134-03-007205.txt : 20030506 0000950134-03-007205.hdr.sgml : 20030506 20030506172653 ACCESSION NUMBER: 0000950134-03-007205 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030505 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERVOICE INC CENTRAL INDEX KEY: 0000764244 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 751927578 STATE OF INCORPORATION: TX FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15045 FILM NUMBER: 03684874 BUSINESS ADDRESS: STREET 1: 17811 WATERVIEW PKWY CITY: DALLAS STATE: TX ZIP: 75252 BUSINESS PHONE: 9724548000 FORMER COMPANY: FORMER CONFORMED NAME: INTERVOICE BRITE INC DATE OF NAME CHANGE: 19990827 FORMER COMPANY: FORMER CONFORMED NAME: INTERVOICE INC DATE OF NAME CHANGE: 19920703 8-K 1 d05534e8vk.txt FORM 8-K UNITED STATES 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 Date of Report (Date of earliest event reported): May 5, 2003 INTERVOICE, INC. (Exact name of registrant as specified in its charter) Texas 001-15045 75-1927578 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 17811 Waterview Parkway Dallas, Texas 75252 (Address, including zip code, of principal executive offices) Registrant's telephone number, including area code: (972) 454-8000 Not applicable (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not applicable. (b) PRO FORMA FINANCIAL INFORMATION. Not applicable. (c) EXHIBITS. 99.1 Press Release dated May 5, 2003 (the "Press Release"), announcing financial results for fourth quarter fiscal 2003. ITEM 9. REGULATION FD DISCLOSURE (INFORMATION FURNISHED IN THIS ITEM 9 IS FURNISHED UNDER ITEM 12). In accordance with Securities and Exchange Commission Release No. 33-8126, the following information, which is intended to be furnished under Item 12, "Results of Operations and Financial Condition," is instead being furnished under Item 9, "Regulation FD Disclosure." This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. On May 5, 2003 Intervoice, Inc. ("Intervoice") announced in the Press Release its financial results for fourth quarter fiscal 2003, which ended February 28, 2003. As indicated in the Press Release, Intervoice scheduled a conference call for May 6, 2003 to discuss fourth quarter fiscal 2003 results and Intervoice's outlook for the future. The conference call, which is available on Intervoice's website (www.intervoice.com), includes a discussion, among other things, of the following transactions that have occurred during Intervoice's first fiscal quarter which ends May 31, 2003: (i) receipt of an order from a large financial institution in the approximate amount of $1 million, (ii) an approximately $5.4 million extension of a managed services contract with a large financial institution that Intervoice expects to recognize ratably over a thirty (30) month period and (iii) the recognition of approximately $1.6 million in revenues relating to services performed in prior periods for an international managed services customer for which Intervoice recognizes revenue on a cash basis (Intervoice recognized $2.9 million in revenue from this cash basis customer during Intervoice's third fiscal quarter). It is not unusual for Intervoice to recognize transactions in the amounts referenced in the preceding sentence. The announcement of these transactions, or any transactions, is not indicative of Intervoice's revenues for any fiscal reporting period. The foregoing is qualified by reference to the Press Release which is filed as an exhibit to this Report and incorporated herein by reference. 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. INTERVOICE, INC. By: /s/ Rob-Roy J. Graham ----------------------------------------- Rob-Roy J. Graham Executive Vice President, Chief Financial Officer and Secretary Date: May 6, 2003 INDEX TO EXHIBITS
Item Number Exhibit - ------ ------- 99.1 Press Release dated May 5, 2003, announcing financial results for fourth quarter fiscal 2003.
EX-99.1 3 d05534exv99w1.txt PRESS RELEASE (INTERVOICE LOGO) NEWS RELEASE FOR IMMEDIATE RELEASE CONTACTS Intervoice, Inc. Rob-Roy J. Graham Chief Financial Officer +1 (972) 454-8712 11-03 INTERVOICE ANNOUNCES FOURTH QUARTER RESULTS Sales of $38.2 Million DALLAS -- MAY 5, 2003 -- Intervoice, Inc. (Nasdaq: INTV) announced sales of $38.2 million for its fourth quarter fiscal 2003, which ended February 28, 2003. The Company announced on March 11, 2003 that it would review certain of its intangible assets acquired in its 1999 merger with Brite Voice Systems, Inc. for impairment. The review resulted in a $16.7 million non-cash impairment charge, which is included in the Company's $17.8 million net loss ($0.52 per share) for the quarter. "Our systems backlog grew $6.7 million during the quarter to $36.8 million, driven primarily by new enterprise sales. The carrier portion of our business continues to be challenging," said David Brandenburg, the Company's Chairman and CEO. "We are pleased that our focus on cost control and balance sheet management allowed us to increase our cash balances by nearly $10.0 million during the quarter to $26.2 million while simultaneously reducing debt during the quarter by nearly $3.0 million. We will continue to focus on diversifying and expanding our pipeline of sales opportunities, as well as managing our balance sheet. As we look into our next fiscal year, we have many opportunities in front of us. We look forward to discussing a few of these opportunities in tomorrow's conference call." The Company has scheduled a conference call for 10:30 a.m., central daylight time, Tuesday, May 6, 2003 to discuss its fourth quarter results and its outlook for the future. To participate in the call, dial 719-457-2662. The conference call confirmation code is 455080. A replay of the call will be available at the Company's web site: www.intervoice.com. Intervoice Announces Fourth Quarter Results May 5, 2003 This press release contains forward-looking statements, which are based on Company management's current beliefs. Readers are cautioned to read the risks and uncertainties described in the Company's filings with the Securities and Exchange Commission. These risks and uncertainties could cause actual results to vary materially from the forward-looking statements in this press release. ABOUT INTERVOICE With more than 21,000 systems deployed around the globe, Intervoice is a world leader in converged voice and data solutions. Intervoice provides the applications, tools and infrastructure that enable enterprises and carriers to attract and retain customers and promote profitability. Omvia(TM), our open, standards-based product suite, is transforming the way people and information connect. Omvia offers speech-enabled IVR applications, multimedia and network-grade portals, wireless application gateways, and enhanced services such as unified messaging, short messaging services (SMS), voicemail, prepaid services and interactive alerts. Intervoice is headquartered in Dallas with offices in Europe, the Middle East, South America, and Asia Pacific. For more information, visit www.intervoice.com. INTERVOICE, INC. CONSOLIDATED BALANCE SHEETS (Unaudited)
FEBRUARY 28, FEBRUARY 28, 2003 2002 ------------ ------------ (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) ASSETS CURRENT ASSETS Cash and cash equivalents ..................................... $ 26,211 $ 17,646 Trade accounts receivable, net of allowance for doubtful accounts of $2,527 in 2003 and $3,492 in 2002 .............. 25,853 40,783 Inventory ..................................................... 8,895 27,524 Prepaid expenses and other current assets ..................... 5,277 6,152 Deferred income taxes ......................................... -- 819 --------- --------- 66,236 92,924 PROPERTY AND EQUIPMENT Land and buildings ............................................ 16,708 19,530 Computer equipment and software ............................... 32,660 30,379 Furniture, fixtures and other ................................. 2,667 2,328 Service equipment ............................................. 8,744 7,902 --------- --------- 60,779 60,139 Less allowance for depreciation ............................... 40,406 33,787 --------- --------- 20,373 26,352 OTHER ASSETS Intangible assets, net of accumulated amortization of $32,218 in 2003 and $31,752 in 2002 ........................ 9,326 37,439 Goodwill ...................................................... 3,401 16,500 Other assets .................................................. 1,655 2,153 --------- --------- $ 100,991 $ 175,368 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable .............................................. $ 12,513 $ 22,661 Accrued expenses .............................................. 12,705 10,826 Customer deposits ............................................. 9,061 5,963 Deferred income ............................................... 25,478 24,426 Current portion of long term borrowings ....................... 3,333 6,000 Income taxes payable .......................................... 6,240 4,162 --------- --------- 69,330 74,038 Long Term Liabilities ........................................... 856 1,916 Deferred Income Taxes ........................................... 44 -- Long Term Borrowings ............................................ 15,778 23,980 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: 34,111,101 issued and outstanding in 2003, 34,029,180 issued and outstanding in 2002 ........................................ 17 17 Additional capital ............................................ 65,144 61,725 Retained earnings (accumulated deficit) ....................... (46,768) 19,618 Accumulated other comprehensive loss .......................... (3,410) (5,926) --------- --------- 14,983 75,434 --------- --------- $ 100,991 $ 175,368 ========= =========
INTERVOICE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(IN THOUSANDS, EXCEPT PER SHARE DATA) THREE MONTHS ENDED YEAR ENDED ---------------------------- ---------------------------- February 28, February 28, February 28, February 28, 2003 2002 2003 2002 ------------ ------------ ------------ ------------ Sales Systems $ 21,536 $ 8,705 $ 84,755 $ 126,379 Services 16,697 18,883 71,457 85,257 --------- --------- --------- --------- 38,233 27,588 156,212 211,636 --------- --------- --------- --------- Cost of goods sold Systems 12,017 28,985 60,723 87,173 Services 6,272 9,838 27,292 38,389 --------- --------- --------- --------- 18,289 38,823 88,015 125,562 --------- --------- --------- --------- Gross margin Systems 9,519 (20,280) 24,032 39,206 Services 10,425 9,045 44,165 46,868 --------- --------- --------- --------- 19,944 (11,235) 68,197 86,074 Research and development expenses 5,048 7,748 22,592 29,308 Selling, general and administrative expenses 14,061 25,818 65,941 83,316 Amortization of acquisition related intangible assets 1,776 3,231 7,101 13,378 Impairment of acquisition related intangible assets 16,710 11,684 16,710 11,684 --------- --------- --------- --------- Loss from operations (17,651) (59,716) (44,147) (51,612) Other income (expense) 200 340 (658) 1,433 Early extinguishment of debt -- -- (1,868) -- Interest expense (882) (1,020) (4,674) (4,939) --------- --------- --------- --------- Loss before taxes and the cumulative effect of a change in accounting principle (18,333) (60,396) (51,347) (55,118) Income tax provision (benefit) (521) (12,540) (752) (10,428) --------- --------- --------- --------- Loss before the cumulative effect of a change in accounting principle (17,812) (47,856) (50,595) (44,690) Cumulative effect on prior years of a change in accounting principle -- -- (15,791) -- --------- --------- --------- --------- Net loss $ (17,812) $ (47,856) $ (66,386) $ (44,690) ========= ========= ========= ========= Per Basic Share: Loss before the cumulative effect of a change in accounting principle $ (0.52) $ (1.42) $ (1.49) $ (1.34) Cumulative effect on prior years of a change in accounting principle -- -- (0.46) -- --------- --------- --------- --------- Net loss $ (0.52) $ (1.42) $ (1.95) $ (1.34) ========= ========= ========= ========= Per Diluted Share: Loss before the cumulative effect of a change in accounting principle $ (0.52) $ (1.42) $ (1.49) $ (1.34) Cumulative effect on prior years of a change in accounting principle -- -- (0.46) -- --------- --------- --------- --------- Net loss $ (0.52) $ (1.42) $ (1.95) $ (1.34) ========= ========= ========= =========
INTERVOICE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(IN THOUSANDS) THREE MONTHS ENDED YEAR ENDED -------------------------- -------------------------- FEBRUARY 28, FEBRUARY 28, FEBRUARY 28, FEBRUARY 28, 2003 2002 2003 2002 ------------ ------------ ------------ ------------ Operating Activities Loss before the cumulative effect of a change in accounting principle $(17,812) $(47,856) $(50,595) $(44,690) Adjustments to reconcile loss before the cumulative effect of a change in accounting principle to net cash provided by operating activities: Depreciation and amortization 3,758 8,919 16,065 28,518 Impairment of acquisition related intangible assets 16,710 11,684 16,710 11,684 Other changes in operating activities 11,188 37,415 41,439 24,904 -------- -------- -------- -------- Net cash provided by operating activities 13,844 10,162 23,619 20,416 Investing Activities Purchases of property and equipment (1,674) (977) (4,169) (4,869) Proceeds from sale of fixed assets 27 -- 1,890 -- Purchased software (1) (103) (323) (184) -------- -------- -------- -------- Net cash provided by (used in) investing activities (1,648) (1,080) (2,602) (5,053) Financing Activities Paydown of debt (2,833) (5,045) (44,869) (19,657) Debt issuance costs -- -- (2,515) -- Premium on debt extinguishment -- -- (470) -- Borrowings -- -- 34,000 -- Exercise of stock options 62 1,738 192 6,054 -------- -------- -------- -------- Net cash used in financing activities (2,771) (3,307) (13,662) (13,603) Effect of exchange rates on cash 308 120 1,210 (15) -------- -------- -------- -------- Increase in cash and cash equivalents 9,733 5,895 8,565 1,745 Cash and cash equivalents, beginning of period 16,478 11,751 17,646 15,901 -------- -------- -------- -------- Cash and cash equivalents, end of period $ 26,211 $ 17,646 $ 26,211 $ 17,646 ======== ======== ======== ========
INTERVOICE, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (IN THOUSANDS, EXCEPT SHARE DATA)
RETAINED COMMON STOCK EARNINGS/ ACCUMULATED OTHER -------------------------- ADDITIONAL (ACCUMULATED COMPREHENSIVE SHARES AMOUNT CAPITAL DEFICIT) LOSS TOTAL ---------- ---------- ---------- ------------ ----------------- ---------- Balance at February 28, 2002 34,029,180 $ 17 $ 61,725 $ 19,618 $ (5,926) $ 75,434 Net loss -- -- -- (66,386) -- (66,386) Foreign currency translation adjustment -- -- -- -- 2,324 2,324 Valuation adjustment of interest rate swap hedge, net of tax of $(118) -- -- -- -- 192 192 Exercise of stock options 81,921 -- 192 -- -- 192 Tax benefit from exercise of stock options -- -- 2,171 -- -- 2,171 Issuance of warrants -- -- 1,056 -- -- 1,056 ---------- ---------- ---------- ---------- ---------- ---------- Balance at February 28, 2003 34,111,101 $ 17 $ 65,144 $ (46,768) $ (3,410) $ 14,983 ========== ========== ========== ========== ========== ==========
INTERVOICE, INC. RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA FOR THE QUARTER ENDED FEBRUARY 28, 2003 The Company recognizes that its shareholders are interested in its performance against certain of the covenants associated with its debt facilities, particularly its earnings before interest, taxes, depreciation and amortization (EBITDA) covenant. EBITDA as defined in the Company's debt facilities excludes the intangible asset impairment charge recognized during the quarter ended February 28, 2003. A reconciliation of net loss to EBITDA adjusted for the impairment charge follows:
($000s) ---------- Net loss $ (17,812) Add back EBITDA elements Interest 882 Taxes (521) Depreciation and amortization 3,758 ---------- EBITDA (13,693) Impairment of acquisition related intangible assets 16,710 ---------- Adjusted EBITDA $ 3,017 ==========
INTERVOICE, INC. REVENUES BY MARKET AND GEOGRAPHY FOR THE QUARTER ENDED FEBRUARY 28, 2003 ($S IN 000S)
North Rest of America World Total ----------------- -------------- ------------------- Systems $ 13,121 60.9% $ 8,415 39.1% $ 21,536 100.0% Customer Support 9,404 78.3% 2,600 21.7% 12,004 100.0% Managed Services 1,337 28.5% $ 3,356 71.5% $ 4,693 100.0% --------- ----- -------- ----- ---------- ------ Total Sales $ 23,862 62.4% $ 14,371 37.6% $ 38,233 100.0% ========= ===== ======== ===== ========== ====== Enterprise Systems $ 15,773 41.3% Network Systems 5,763 15.1% ---------- ------ Total Systems 21,536 56.3% ---------- ------ Customer Support 12,004 31.4% Managed Services 4,693 12.3% ---------- ------ Total Services 16,697 43.7% ---------- ------ Total Sales $ 38,233 100.0% ========== ======
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