-----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, OalJqBn86eN5AszBjPGHs7N93ITELy7Ery5P+D5MPxCcYZixj7rCdu0kNM9BbKnh fjbqc1FXe91c+3UabY7zQw== 0001009448-99-000100.txt : 19991018 0001009448-99-000100.hdr.sgml : 19991018 ACCESSION NUMBER: 0001009448-99-000100 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990923 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991004 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: 8-K SEC ACT: SEC FILE NUMBER: 000-25592 FILM NUMBER: 99722511 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 8-K 1 CURRENT REPORT 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 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 EX-99.1 2 PRESS RELEASE Contact: Joseph D. Pititto Exec. Dir. Corp. Comm. (516) 468-9212 invest@peri.com 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) 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) 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) - 4 - PERIPHONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except per share data)
August 31, 1999 May 31, 1999 (Unaudited) (Audited) ASSETS 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 ======= =======
-- 5 - PERIPHONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except per share data) (Unaudited)
Three Months Ended August 31, 1999 1998 ---- ---- 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 ====== ======
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