-----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, Q+p4D2j1ypzvTsj+J46//FOhMKI4UceBnxd44hCTAECKuo3fN8gd0n6La8iW9VQ8 lCICs48xjvwHUmVSmuCojw== 0001009448-99-000001.txt : 19990114 0001009448-99-000001.hdr.sgml : 19990114 ACCESSION NUMBER: 0001009448-99-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981130 FILED AS OF DATE: 19990113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERIPHONICS CORP CENTRAL INDEX KEY: 0000937598 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 112699509 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-25592 FILM NUMBER: 99505439 BUSINESS ADDRESS: STREET 1: 4000 VETERANS MEMORIAL HIGHWAY CITY: BOHEMIA STATE: NY ZIP: 11716 BUSINESS PHONE: 5164670500 MAIL ADDRESS: STREET 1: 4000 VETERANS MEMORIAL HIGHWAY STREET 2: PERIPHONICS CORP CITY: BOHEMIA STATE: NY ZIP: 11716 10-Q 1 FORM 10-Q 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, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 0-25592 PERIPHONICS CORPORATION (Exact Name of Registrant as specified in its charter) Delaware 11-2699509 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4000 Veterans Memorial Highway, Bohemia, New York 11716 (Address of principal executive offices) Registrant's telephone number, including are code: (516) 468-9000 Check 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(s), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: January 8, 1999 Class of Number Common Equity of Shares Common Stock, 13,408,946 Par value $.01 PERIPHONICS CORPORATION AND SUBSIDIARIES INDEX
Page No. Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets - November 30, 1998 4 and May 31, 1998 Consolidated Statements of Earnings - Six Months 5 Ended November 30, 1998 and November 30, 1997 Consolidated Statements of Earnings -Three Months 6 Ended November 30, 1998 and November 30, 1997 Consolidated Statements of Cash Flow - Six Months Ended November 30, 1998 and November 30, 1997 7 Notes to Unaudited Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial 9-15 Condition and Results of Operations Part II. Other Information 16-17 Signatures 18
PERIPHONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) (Unaudited)
November 30, 1998 May 31, 1998 ASSETS Current Assets: Cash and cash equivalents ................................................. $10,124 $14,810 Short-term investments .................................................... 11,214 11,033 Accounts receivables, less allowance for doubtful accounts of $1,466 and $1,266, respectively ........................... 42,035 37,721 Inventories ............................................................... 15,987 14,066 Deferred income taxes ..................................................... 1,855 1,687 Prepaid expenses and other current assets ................................. 1,523 1,367 ------- ------- Total current assets ................................................... 82,738 80,684 Property, plant and equipment, net ........................................ 19,880 19,498 Other assets .............................................................. 472 425 ------- ------- TOTAL ASSETS .............................................................. $103,090 $100,607 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable........................................................... $ 8,687 $8,273 Accrued expenses and other current liabilities ............................ 16,930 14,328 ------- ------- Total current liabilities ............................................. 25,617 22,601 Deferred income taxes ..................................................... --- 146 ------- ------- TOTAL LIABILITIES ....................................................... 25,617 22,747 ------- ------- Stockholders' Equity: Preferred stock, par value $.01 per share, ---- ---- 1,000,000 shares authorized, none issued Common stock, par value $.01 per share, 139 138 30,000,000 shares authorized, 13,903,546 issued and 13,400,946 shares outstanding as of November 30, 1998; 13,843,305 shares issued and outstanding as of May 31, 1998 Additional paid-in capital ................................................ 44,202 43,780 Retained earnings ......................................................... 36,666 33,942 ------- ------- 81,007 77,860 Treasury stock, 502,600 shares ............................................ (3,534) ---- -------- ------- Total stockholders' equity ............................................ 77,473 77,860 ------- ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................................ $103,090 $100,607 ======= =======
PERIPHONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except per share data) (Unaudited)
Six Months Ended November 30, 1998 1997 System revenues ................................................................. $49,824 $37,169 Maintenance revenues ............................................................ 16,258 13,982 ------ ------ Total revenues ............................................................... 66,082 51,151 ------ ------ Cost of system revenues ......................................................... 24,460 18,609 Cost of maintenance revenues .................................................... 8,907 8,352 ------ ------ Cost of revenues ............................................................. 33,367 26,961 ------ ------ Gross profit .................................................................... 32,715 24,190 ------ ------ Operating expenses: Selling, general and administrative ......................................... 19,830 16,466 Research and development .................................................... 9,217 6,761 ------ ------ 29,047 23,227 ------ ------ Earnings from operations ........................................................ 3,668 963 ------ ------ Other income (expense): Interest and other income ................................................... 660 710 Foreign exchange gain (loss)................................................ 30 (62) ------ ------ 690 648 ------ ------ Earnings before provision for income taxes ...................................... 4,358 1,611 Provision for income taxes ...................................................... 1,634 604 ------ ------ Net earnings .................................................................... $ 2,724 $ 1,007 ====== ====== Per share data: Basic earnings .................................................................. $ .20 $ .07 ====== ====== Diluted earnings ................................................................ $ .20 $ .07 ====== ====== Weighted average shares: Basic ........................................................................... 13.610 13,724 ====== ====== Diluted ......................................................................... 13,755 13,946 ====== ======
PERIPHONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except per share data) (Unaudited)
Three Months Ended November 30, 1998 1997 System revenues .............................................................. $27,658 $21,753 Maintenance revenues ......................................................... 8,019 6,838 ------ ----- Total revenues ............................................................ 35,677 28,591 ------ ------ Cost of system revenues ...................................................... 14,080 10,752 Cost of maintenance revenues ................................................. 4,547 4,343 ------ ----- Cost of revenues .......................................................... 18,627 15,095 ------ ------ Gross profit ................................................................. 17,050 13,496 ------ ------ Operating expenses: Selling, general and administrative ...................................... 10,053 9,017 Research and development ................................................. 4,607 3,548 ------ ------ 14,660 12,565 ------ ------ Earnings from operations ..................................................... 2,390 931 ------ ------ Other income (expense): Interest and other income ................................................ 327 331 Foreign exchange (loss) gain ............................................. (204) 218 ------ ------ 123 549 ------ ------ Earnings before provision for income taxes ................................... 2,513 1,480 Provision for income taxes ................................................... 905 555 ------ ------ Net earnings ................................................................. $ 1,608 $ 925 ====== ====== Per share data: Basic earnings ............................................................... $ .12 $ .07 ====== ====== Diluted earnings ............................................................. $ .12 $ .07 ====== ====== Weighted average shares: Basic ........................................................................ 13,449 13,727 ====== ====== Diluted ...................................................................... 13,679 13,869 ====== ======
PERIPHONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
Six Months Ended November 30, 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings .................................................................. $ 2,724 $ 1,007 Adjustments to reconcile net earnings to net cash and cash equivalents used in operating activities: Depreciation and amortization ............................................. 3,269 2,559 (Increase) decrease in deferred income taxes .............................. (314) 167 Changes in operating assets and liabilities: (Increase) decrease in accounts receivables ............................... (4,314) 4,066 Increase in inventories ................................................... (1,921) (1,818) Increase in prepaid expenses and other current assets ..................... (156) (133) Increase in other assets .................................................. (47) (45) Increase (decrease) in accounts payable and accrued expenses and other current liabilities ............................................ 3,016 (4,130) ------ ------ Net cash and cash equivalents provided by operating activities ............ 2,257 1,673 ------ ------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment ................................ (3,651) (3,635) Proceeds from sales of short-term investments ............................ 7,615 ---- Purchases of short-term investments ...................................... (7,796) (10,690) ------ ------ Net cash and cash equivalents (used in) provided by investing activities ............................................................. (3,832) 14,325 ------ ------ CASH FLOW FROM FINANCING ACTIVITIES: Purchase of treasury stock................................................ (3,534) ---- Proceeds from stock options exercised .................................... 423 787 ----- ------ Net cash and cash equivalents (used in) provided by financing activities ............................................................. (3,111) 787 ----- ------ NET DECREASE IN CASH AND CASH EQUIVALENTS ..................................... (4,686) (11,865) CASH AND CASH EQUIVALENTS beginning of period ................................. 14,810 25,092 ------ ------ CASH AND CASH EQUIVALENTS, end of period ...................................... $10,124 $13,227 ====== ====== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest ...................................................................... $ ----- ----- Income Taxes .................................................................. $ 1,423 $ 3,081
PERIPHONICS CORPORATION AND SUBSIDIATIES NOTES TO UNAUDITED CONSOLIDATION OF FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION In the opinion of Periphonics Corporation and subsidiaries (the "Company"), the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position, the results of operations, and the cash flows at November 30, 1998 and for all periods presented. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted. These financial statements should be read in conjunction with the Consolidated Financial Statements and Notes included in the Company's May 31, 1998 Annual Report and Form 10-K as filed with the Securities and Exchange Commission. The results of operations for the three and six months ended November 30, 1998 and November 30, 1997 are not necessarily indicative of the results to be expected for the full year. Dollar amounts are presented in thousands except per share amount. 2. EARNINGS PER SHARE In the third quarter of fiscal 1998, the Company adopted Statement of Financial Accounting Standards No. 128 "Earnings Per Share". Basic income per share is determined using the weighted average number of shares of common stock outstanding during each period. Diluted income per share further assumes the issuance of common shares for all dilutive securities including stock options. 3. INVENTORIES Inventories consist of the following: November 30, 1998 May 31, 1998 ----------------- ------------ Raw material $ 9,081 $ 8,528 Work-in-process 6,906 5,538 ------ ------ $15,987 $14,066 ====== ====== 4. STOCKHOLDERS' EQUITY On September 23, 1998, the Board of Directors approved a plan to offer to the holders of certain outstanding stock options, excluding all executive officers and members of the Board of Directors, the opportunity to cancel their existing options and receive new options for the same number of shares but with an exercise price per share at the then current fair market value and with new vesting requirements. As a result, approximately 572,700 options with exercise prices ranging from $7.00 to $31.00 per share were exchanged for new options with an exercise price of $6.75 per share as of October 8, 1998. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Six Months Ended November 30, 1998 compared to Six Months Ended November 30,1997 Total Revenues. Total revenues increased by 29.2% to $66.1 million in the first six months of fiscal 1999 from $51.2 million in the comparable period of the prior fiscal year. System revenues increased by 34.0% to $49.8 million in the first six months of fiscal 1999 compared with $37.2 million in the same period in the prior fiscal year. The increase in system revenues was due to a 36.8% increase in domestic sales and a 29.7% increase in international sales. The increase in system revenues was primarily due to an increase in unit sales volume. Maintenance revenues increased by 16.3% to $16.3 million in the first six months of fiscal 1999 compared with $14.0 million in the same period of the prior fiscal year, primarily due to additions to the maintenance base and an increase in installation revenues. Gross Profit. The Company's gross profit increased by $8.5 million to $32.7 million in the first six months of fiscal 1999 compared with $24.2 million in the comparable period of the prior fiscal year. Gross profit as a percentage of total revenues increased to 49.5% in the first six months of fiscal 1999 compared with 47.3% in the comparable period of the prior year. Gross profit on system revenues increased by $6.8 million to $25.4 million in the first six months of fiscal 1999 compared with $18.6 million in the comparable period of the prior fiscal year. The gross margin on system revenues increased to 50.9% in the first six months of fiscal 1999 compared with 49.9% in the same period of the prior fiscal year. The Company attributes this increase primarily to the product mix during the current six month period, with a larger percentage of higher margin standard hardware and software products and to an improved margin on custom programming revenues. Gross profit on maintenance revenues increased by $1.8 million, or 30.6% to $7.4 million in the first six months of fiscal 1999 compared with $5.6 million in the comparable period of the prior fiscal year. Gross margins on maintenance revenues increased to 45.2% in the first six months of fiscal 1999 compared with 40.3% in the comparable period of the prior fiscal year. The increase in margin was attributed to higher installation revenues and the addition of more units to the service base partially offset by higher costs to support organizational growth. Selling, General and Administrative Expenses. Selling, General and Administrative ("SG&A") expenses were $19.8 million, or 30.0% of total revenues, compared with $16.5 million, or 32.2% of total revenues, for the first six months of fiscal 1999 and 1998, respectively. The increased expense level can be attributed primarily to the Company's continued expansion of its sales and marketing efforts designed to increase its market penetration and market share on a global basis. Research and Development Expenses. Research and Development ("R&D") expenses, primarily for new products and features, increased 36.3% to $9.2 million, or 13.9% of total revenues, compared with $6.8 million, or 13.2% of total revenues, for the first six months of fiscal 1998. The increase in the dollar amount of R&D expenses reflects the continued efforts of the Company to broaden the scope of its product offerings in order to address growth opportunities in the marketplace. R&D expenses are charged to operations as incurred, and no software development costs have been capitalized. The Company expects such expenditures to continue to increase, although such expenses as a percentage of total revenues may vary from period to period. Other Income (Expense). Other income was $0.7 million and $0.6 million for the six months ended November 30, 1998 and 1997, respectively. Interest and other income was $0.7 million in the six months ended November 30, 1998 and the six months ended November 30, 1997. The Company had a foreign exchange gain of $0.03 million in the six months ended November 30, 1998 compared to a foreign exchange loss of $0.1 million for the six months ended November 30, 1997. To the extent the Company is unable to match revenue received in foreign currencies with expenses paid in the same currency, it is exposed to fluctuations in international currency transactions. Income Taxes. Variations in the customary relationship between the provision for income taxes and the statutory income tax rate primarily result from the utilization of research and development tax credits, state and local income taxes, and exempt income of the Company's foreign sales corporation. The Company's effective income tax rates were 37.5% for the six months ended November 30, 1998 and November 30, 1997. Foreign Operations. The Company's European subsidiary had earnings from operations of approximately $2.9 million during the six months ended November 30, 1998 as compared to a loss of approximately $1.3 million during the six months ended November 30, 1997. These earnings were attributed to an increase in gross profit primarily attributable to an increase of approximately 200% in system revenues and an increase of approximately 23% in maintenance revenues offset in part by increased SG&A expenses to support the expansion of the sales and marketing effort. Transfers from the Company's North American operations to its European subsidiary are accounted for at cost, plus a reasonable profit. The cost of revenues for the Company's European subsidiary includes approximately $0.9 million and $0.2 million of intercompany gross profit earned by the Company's North American operations on system revenues by the European subsidiary to third parties during the six months ended November 30, 1998 and November 30, 1997, respectively. Three Months Ended November 30, 1998 compared to Three Months Ended November 30, 1997 Total Revenues. Total revenues increased by 24.8% to $35.7 million in the second quarter of fiscal 1999 compared with $28.6 million in the comparable period of the prior fiscal year. System revenues increase by 27.1% to $27.7 million in the second quarter of fiscal 1999 compared with $21.8 million in the comparable period of the prior fiscal year. The increase in system revenues was due to a 30.5% increase in domestic revenues and a 22.6% increase in international revenues. The increase in system revenues was primarily due to an increase in unit sales volume. Maintenance revenues increased by 17.3% to $8.0 million in the second quarter of fiscal 1999 compared with $6.8 million in the comparable period of the prior fiscal year, primarily due to additions to the maintenance base and an increase in installation revenues. Gross Profit. The Company's gross profit increased by $3.6 million to $17.1 million in the second quarter of fiscal 1999 compared with $13.5 million in the comparable period of the prior fiscal year. Gross profit as a percentage of total revenues increased to 47.8% in the second quarter of fiscal 1999 compared with 47.2% in the comparable period of the prior year. Gross profit on system revenues increased by $2.6 million to $13.6 million in the second quarter of fiscal 1999 compared with $11.0 million in the comparable period of the prior fiscal year. The gross margin on system revenues decreased to 49.1% in the second quarter of fiscal 1999 compared with 50.6% in the same period of the prior fiscal year. The Company attributes this decrease primarily to the product mix during the current three month period. Gross profit on maintenance revenues increased by $1.0 million, or 39.2% to $3.5 million in the second quarter of fiscal 1999 compared with $2.5 million in the comparable period of the prior fiscal year. Gross margins on maintenance revenues increased to 43.3% in the second quarter of fiscal 1999 compared with 36.5% in the comparable period of the prior fiscal year. This increase in margin was attributed to higher installation revenues and the addition of more units to the maintenance base partially offset by higher cost to support organizational growth. Selling, General and Administrative Expenses. Selling, General and Administrative ("SG&A") expenses were $10.1 million and $9.0 million for the second quarter of fiscal 1999 and 1998, respectively, or 28.2% and 31.5% of total revenues, respectively. The increased expense level can be attributed primarily to the Company's continued expansion of its sales and marketing efforts designed to increase its market penetration and market share on a global basis. Research and Development Expenses. Research and Development ("R&D") expenses, primarily for new products and features, increased 29.8% to $4.6 million, or 12.9% of total revenues, compared with $3.5 million, or 12.4% of total revenues, for the second quarter of fiscal 1998. The increase in the dollar amount of R&D expenses reflects the continued efforts of the Company to broaden the scope of its product offerings in order to address growth opportunities in the marketplace. R&D expenses are charged to operations as incurred, and no software development costs have been capitalized. The Company expects such expenditures to continue to increase, although such expenses as a percentage of total revenues may vary from period to period. Other Income (Expense). Other income was $0.1 million and $0.5 million for the three months ended November 30, 1998 and 1997, respectively. Interest and other income was $0.3 million in the three months ended November 30, 1998 and November 30, 1997. The Company had a foreign exchange loss of $0.2 million in the three months ended November 30, 1998 compared to a foreign exchange gain of $0.2 million for the three months ended November 30, 1997. To the extent the Company is unable to match revenue received in foreign currencies with expenses paid in the same currency, it is exposed to fluctuations in international currency transactions. Income Taxes. Variations in the customary relationship between the provision for income taxes and the statutory income tax rate primarily result from the utilization of research and development tax credits, state and local income taxes, and exempt income of the Company's foreign revenues corporation. The Company's effective income tax rates were 36.0% and 37.5% for the three months ended November 30, 1998 and 1997, respectively. Liquidity and Capital Resources The Company's principal cash requirement to date has been to fund working capital and capital expenditures in order to support the growth of revenues. Historically, the Company has primarily financed this requirement through cash flow from operations, bank borrowings and two public offerings for the Company's common stock in 1995, which resulted in an aggregate of $41.1 million of net proceeds to the company. Cash flow from operations was $2.3 million and $1.7 million for the six months ended November 30, 1998 and 1997, respectively. At November 30, 1998 the Company had working capital of $57.1 million, including $21.3 million of cash and cash equivalents and short-term investments. The Company expects its working capital needs to increase along with future revenue growth. At November 30, 1998, current assets and current liabilities increased by $2.1 million and $3.0 million, respectively, compared to May 31, 1998. Current assets increased primarily as a result of an increase in accounts receivables and inventories offset by a decrease in cash and cash equivalents as a result of the repurchase of 175,600 shares the Company's Common Stock at a cost approximately $3.5 million. Current liabilities increased primarily due to increased accrued expenses and other current liabilities. The average days sales outstanding (calculated by dividing the net accounts receivable at the balance sheet date for each period by the average sales per day during the quarter immediately preceding the balance sheet date) for this period were approximately 107 days. The average days sales outstanding were 107 days, 111 days, and 83 days at May 31, 1998, 1997 and 1996 respectively. The Company's inventory increased to $16.0 million as of November 30, 1998 from $14.1 million as of May 31, 1998. The Company has a $15.0 million unsecured line of credit with a bank which expires on November 30, 1999. As of November 30, 1998 the Company had no borrowings under this line of credit. Any borrowings under this line of credit will bear interest at the prime rate or LIBOR plus 125 basis points. The Company made capital expenditures totaling $3.7 million and $3.6 million during the six months ended November 30, 1998 and November 30, 1997, respectively. Financing activities during the first six months of fiscal 1999 included the repurchase of 502,600 shares of the Company's common stock at a cost of approximately $3.5 million, pursuant to authorization by its Board of Directors during fiscal 1999 to repurchase up to 1,300,000 shares. The Company believes that its existing sources of working capital and borrowing available under its revolving line of credit will be sufficient to fund its operations and capital expenditures for at least 12 months. Year 2000 Compliance The Year 2000 issue exists because many computer systems and applications use two-digit date fields to designate a year. As the century date change occurs, date sensitive systems may not be able to recognize the year 2000 or may do so incorrectly as the year 1900. This inability to recognize or properly interpret the year 2000 may result in the incorrect processing of financial and operational information. The Company has initiated a program to upgrade its internal information systems to address any year 2000 compliance issues. This program includes a focus on internal policies, methods and tools, as well as coordination with customers and suppliers. The Company expects its Year 2000 program to be completed on a timely basis. However, there is no assurance that the Company will identify and resolve any and all Year 2000 compliance issues with its information systems in a timely manner, that the expenses associated with such efforts will not be significant, or that such issues will not have a material adverse effect on the Company's business, operating results and financial condition. The Company has made a thorough review and testing of its products and believes that its current products are Year 2000 compliant. The Company's assessment of its current products is partially dependent upon the accuracy of representations concerning Year 2000 compliance made by its suppliers, such as Sun and Microsoft, among others. Many of the Company's customers are, however, using earlier versions of the Company's products, which may not be Year 2000 compliant. The Company has initiated programs to proactively notify such customers of the risks associated with using these products and to actively encourage such customers to migrate to the Company's current products. In addition, the Company's products are generally integrated within a customer's enterprise system, which may involve products and systems developed by other vendors. A customer may mistakenly believe that Year 2000 compliance problems with its enterprise system are attributable to products provided by the Company. The Company may, in the future, be subject to claims based on Year 2000 compliance issues related to a customer's enterprise system or other products provided by third parties, custom modifications to the Company's products made by third parties, or issues arising from the integration of the Company's products with other products. The Company has not been involved in any proceeding involving its products or services in connections with Year 2000 compliance, however, there is no assurance that the Company will not, in the future, be required to defend its products or services in such proceedings against claims of Year 2000 compliance issues, and any resulting liability of the Company for damages could have a material adverse effect on the Company's business, operating results and financial condition. Recent Financial Accounting Standards Board Statements Recent pronouncements of the Financial Accounting Standards Board ("FASB") which are not required to be adopted at this date include, Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information ("SFAS 131"), Statement of Financial Accounting Standards No. 132, "Employers Disclosures about Pensions and Other Postretirement Benefits" ("SFAS 132") and Statement of Financial Accounting Standards No.133, "Accounting for Derivative Instruments and Hedging Instruments". SFAS 131 and SFAS 132 are effective for fiscal years beginning after December 15, 1997 and SFAS 133 is effective for fiscal years beginning after June 15, 1999. The adoption of these pronouncements is not expected to have a material impact on the Company's consolidated financial statements. The Company adopted Statement of Financial Accounting Standards No. 130 effective June 1, 1998 and the adoption had no effect on the Company's financial statements as the Company had no components of comprehensive income. In October of 1997, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position 97-2 "Software Revenue Recognition" ("SOP 97-2"). This statement provides guidance on applying generally accepted accounting principles in recognizing revenues on software transactions. This Statement supercedes Statement of Position 91-1 "Software Revenue Recognition". The Company adopted SOP 97-2 effective June 1, 1998. Based upon Periphonics' reading and interpretation of SOP 97-2, the implementation of SOP 97-2 has not had a material adverse affect on revenues or earnings. However, detailed implementation guidelines for this standard have not yet been issued. Once issued, such detailed guidance could lead to unanticipated changes in the Company's current revenue accounting practices and material adverse changes in the Company's reported revenues and earnings. In the event implementation guidance is contrary to the Company's revenue accounting practices, the Company believes it may be possible to change its current business practices to comply with this guidance and avoid any material adverse effect on reported revenues and earnings. However, there can be no assurance this will be the case. Foreign Currency Transaction The Company does not currently engage in international currency hedging transactions to mitigate its foreign currency exposure. Included in the foreign exchange gain (loss) are unrealized foreign exchange gains and losses resulting from the currency remeasurement of the financial statements (primarily inventories, accounts receivable and intercompany debt) of the foreign subsidiaries of the Company into U.S. dollars. To the extent the Company is unable to match revenue received in foreign currencies with expenses paid in the same currency, it is exposed to possible losses on international currency transactions. Inflation In the opinion of management, inflation has not had a material effect on the operations of the Company. Certain Factors That May Affect Future Results From time to time, information provided by the Company, statements made by its employees or information included in its filings with the Securities and Exchange Commission (including this Form 10-Q) may contain statements which are so-called "forward-looking statements" and not historical facts. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company's actual future results may differ significantly from those stated in any forward-looking statements. Forward-looking statements involve a number of risks and uncertainties, including, but not limited to, product demand, pricing, market acceptance, litigation, risks in product and technology development and other risk factors detailed from time to time in the Company's Securities and Exchange Commission reports including this Form 10-Q for the fiscal quarter ended November 30, 1998 and its Form 10-K for the fiscal year ended May 31, 1998. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. With particular regard to the possible variability of quarterly results, fluctuations may occur as a result of factors including the length of the revenues cycle, the timing of orders from and shipments to customers, delays in developments and customer acceptance of custom software applications, new product introductions or announcements by the company and /or competitors, and the hiring and training of additional staff as well as general economic conditions. Historically, the size and timing of the Company's revenues transactions have varied substantially from quarter, with a substantial percentage of orders and deliveries occurring in the final weeks of a quarter, and the Company expects such variations to continue in future periods. Because a significant portion of the Company's overhead is fixed in the short-term, the Company's results of operations may be materially adversely affected if revenues fall below the Company's expectations. Generally, the Company's inventory of computer and telephony hardware is determined by the Company's forecast of revenues during the future periods. If management's forecast of product revenues and product mix prove to be inaccurate, the Company may not have the necessary inventory available to deliver systems in a timely manner which may have a material adverse effect on the Company's results of operations during such period. PART II - OTHER INFORMATION Item 1. Legal Proceedings On July 7, 1998 Lucent Technologies, Inc. ("Lucent") filed a patent infringement action in the United States District Court in the District of Delaware alleging that Periphonics infringed some nine patents of Lucent. The Company believes the claims contained in the lawsuit are without merit and, in an answer filed on September 24, 1998, denied the substantive elements of Lucent's lawsuit and set forth affirmative defenses and made counterclaims against Lucent. The Company is involved in certain other legal matters in the normal course of business. The Company's management does not believe that resolution of these matters will have a material adverse effect on the Company's consolidated financial statements. Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders (a) On October 23, 1998, the Company held its Annual Meeting of Stockholders (the "Meeting"). (b) At the Meeting, the Stockholders of the Company elected Peter Breitstone and Kevin J. O'Brien as Class I directors. (c) At the Meeting, the Stockholders of the Company approved the amendment of the Company's 1995 Stock Purchase Plan to increase the number of shares reserved for issuance thereunder from 400,00 to 800,000. (d) The Stockholders of the Company then ratified the selection of Deloitte & Touche LLP as the Company's independent auditors for the fiscal year ending May 31, 1999. The following sets forth the results of voting on each matter voted upon at the meeting: 1. Election of Directors For Against Peter Breitstone 12,493,264 137,663 Kevin J. O'Brien 12,494,876 136,051 2. Amendment of the Company's 1995 Stock Purchase Plan For Against Abstained 12,273,198 253,218 104,511 3. Ratification of Deloitte & Touch LLP as the Company's independent auditors for the fiscal year ending May 31, 1999 For Against Abstained 12,529,648 75,850 25,429 Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits *10.1 1995 Stock Purchase Plan, as amended 27.1 Financial Data Schedule (b) Reports on Form 8-K None ______________ *Incorporated by reference to the Company's 1998 Proxy Statement as filed with the Securities and Exchange Commission on October 22, 1998. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be singed on its behalf by the undersigned thereunto duly authorized. PERIPHONICS CORPORATION Registrant By: /s/Peter J. Cohen ---------------------------------- Peter J. Cohen Chairman of the Board, President And Chief Executive Officer (Principal Operating Officer) By: /s/Kevin J. O'Brien --------------------------------- Kevin J. O'Brien Chief Financial Officer, Vice President-Finance and Administration (Principal Accounting Officer), Secretary and Director Date: January 13, 1999 EX-27 2 FDS --
5 0000937598 Periphonics Corporation 3-MOS MAY-31-1999 SEP-01-1998 NOV-30-1998 10,124 11,214 43,501 (1,466) 15,737 82,738 44,683 (24,803) 103,090 25,617 0 0 0 139 77,334 103,090 35,677 35,677 18,627 18,627 14,660 0 0 2,513 905 1,608 0 0 0 1,608 0.12 0.12
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