Intervoice, Inc - Recent Material Event
PART I
Overview
Intervoice, Inc. (NASDAQ: INTV), a Texas corporation formed in
1983, is a world leader in delivering natural, intuitive ways
for people to interact, transact and communicate. Intervoice
software and professional services provide innovative voice
portal, IP (Internet Protocol) contact center, mobile messaging
and self-service applications. More than 5,000 customers in 80
countries have relied on Intervoice, including many of the
worlds leading financial and healthcare institutions,
telecommunications companies, utilities, and governments. We
offer our contact center and network service provider customers
flexible, scalable, integrated software platforms, powerful
development and reporting tools, customized and packaged
software applications, comprehensive consulting services, and
post-sale support.
Intervoice has long been an industry innovator, introducing the
worlds first PC-based Interactive Voice Response
(IVR) system in 1983. Now, 25 years later,
Intervoice innovation includes multimedia communications
providing end-to-end contact center solutions as well as a
portfolio of
IP-based
messaging and call completion applications for network service
providers. We are also an industry leader in the deployment of
standards-based systems.
Intervoice is committed to delivering end-to-end solutions that
are compliant with industry standards, are hardware independent,
and integrate seamlessly with other systems and software. We
support standards including VoiceXML (Voice eXtensible
Mark-up
Language), SCXML (State Chart eXtensible
Mark-up
Language) and CCXML (Call Control eXtensible
Mark-up
Language) for voice-enabled Web applications and contact center
software architectures. We continuously assess evolving industry
standards and are actively involved in industry associations
such as the Eclipse Foundation, the VoiceXML Forum, and the
Internet Engineering Task Force, as well as network-focused
organizations such as the 3GPP (IMS), the GSM Association, TMIA,
VMA and AVIOS.
Intervoice contact center software and professional consulting
services allow businesses to build brand loyalty by enriching
their customers user experiences while lowering their
overall cost of operations. Our contact center customer base is
among the largest in the industry with more than 20,000
deployments. We offer our customers the option of deploying
solutions as a customer-premise sale or as a hosted service, an
option that we feel is a competitive differentiator. Our Hosted
Solutions group manages approximately 30,000 ports and
100 million minutes a month of self service applications
through our network operations centers. For network service
providers, Intervoices product and service suite includes
next-generation
IP-based
voice messaging, text messaging, voice portal and payment
systems all revenue-generating services that meet
their customers growing demands for enhanced mobile
services and access from any device, any place and any time.
The foundation of Intervoices decades-long success is a
corporate strategy influenced by six key market trends:
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The increasing demand for sophisticated speech applications that
enable users to use their voices to interact with technology;
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The emerging interest worldwide in multi-channel, multimedia and
multimodal communication;
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The accelerated adoption of open-standards that increase
compatibility and interoperability among hardware components and
software applications;
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The burgeoning adoption of VoIP (Voice over IP) that is driving
convergence of voice and data communications, including the
ability to network customer service agents regardless of their
location in a call center, branch office, or at home;
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The growing demand from businesses for end-to-end solutions that
give them a single-point of accountability; and
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The increasing popularity of software-as-a-service (SaaS), where
Intervoice delivers hosted solutions, onsite maintenance and
support for Intervoice software installed at customers
premises.
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Intervoices strategy is not only guiding our development
of standards-based products, but is also sharpening our focus on
enabling more complex and intelligent customer interactions
throughout the enterprise. We help network service providers
accelerate the rate at which they can bring new subscriber
offerings to market by providing tools that support third-party
application development. In addition, we are bringing new levels
of quality and personalization to speech self-service through
our global consulting services group one of the most
experienced in the industry. Our focus on ensuring exceptional
value and usability helps our contact center and network service
provider customers enhance the experience of their customers
while lowering costs and increasing revenues.
Our activities in both the contact center and network service
provider markets are supported by shared resources in sales,
operational support, research and development and
administration. Our corporate headquarters is in Dallas, Texas,
and we operate remote facilities in Florida and California. Our
global presence extends throughout the world, including Europe,
the Middle East, Africa, South America and Asia.
We sell our products through a direct sales force and through an
established network of distributors, system integrators and
channel partners. For the fiscal year ended February 29,
2008, we reported revenues of approximately $202.4 million,
including $96.9 million of solution sales,
$86.4 million of maintenance and related service revenues
and $19.1 million of hosted solutions revenues. Sales to
North American customers totaled $123.4 million or 61% of
total sales for the year.
Intervoice also delivers unique value through the integration of
industry-standard hardware, software, and professional services
provided by our numerous alliance partners. These strategic
relationships are an integral part of our product strategy and
allow us to create voice automation and network services
solutions tailored to fit each of our customers specific
business needs. Key Intervoice technology alliance partners
include BEA, Nuance, Intel/Dialogic, IBM and HP.
Products
and Services
When we use the term solutions sales in this Annual
Report, we mean the sale of hardware
and/or
software applications and the related integration, installation
and testing of such custom applications. When we use the term
recurring services, we mean the sale of maintenance
and software upgrade offerings and the provision of customized
solutions to customers on a hosted solutions (outsourced) basis.
Contact
Center Solutions
Intervoice
Voice Portal
Intervoice is a recognized market leader in the creation and
deployment of voice portal solutions, which include traditional
and standards-based IVR systems and other voice portal solutions
for businesses. Our voice portal solutions allow organizations
of all types to automate communications, reduce costs and
improve interactions with customers, employees and business
partners. Our solutions provide callers with access to
information when, where, and how they want to receive it using
speech-enabled and touch-tone interfaces that have been designed
and optimized for usability in other words, designed
with the callers needs in mind. As speech recognition and
text-to-speech technologies gain acceptance as natural user
interfaces, our solutions allow for the automation of
interactions previously seen as too complex for a traditional
touch-tone interface. Businesses use our solutions to streamline
access to account information, allow for secured access to
sensitive information through voice verification, edit name and
address information, and support workforce management
activities. Enterprise-wide applications also enable customers
to order products, activate accounts, pay bills, enroll for
college courses, apply for jobs, execute securities trades, and
recharge prepaid accounts and conduct many other increasingly
complex interactions. All of these applications can be designed
to give our customers the ability to offer their callers easy
access to information and an exceptional user experience.
Intervoice Voice Portal is our advanced software-based platform
that can be used to create, manage and deploy voice-based
solutions. Intervoice Voice Portal delivers a flexible, modular
and highly scalable design (built upon open industry standards
including VoiceXML, SCXML, CCXML and others) that encourages the
seamless
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integration of Web and enterprise-based systems into intuitive
speech-enabled solutions with a clear business
return-on-investment
(ROI).
Companies in a wide range of industries use our contact center
solutions to drive operational efficiencies. Our software
delivers a true end-to-end converged voice and data solution and
supports best-of-class deployments through our alliance
partnerships with the leading names in information technology.
Our self service solutions can be implemented individually to
meet specific requirements or applied as a comprehensive
solution to achieve enterprise-class voice automation results.
The solutions include leading technologies, proven applications,
an award-winning development environment, and intuitive
management tools that are backed by comprehensive professional
consultation services and technical support. The solutions can
be deployed in a customer premise or hosted solutions
environment.
Intervoice
IP Contact Center
The Intervoice IP Contact Center provides an end-to-end solution
for self-service IVR and speech applications with live
assistance support through contact center agents. It seamlessly
integrates traditional automatic call distribution
(ACD) for routing phone calls as well as other
contact types such as
e-mail
response and Web chat requests. All media types are handled with
a single, consistent routing application and user interface for
agents. The system also provides traditional computer telephony
integration (CTI) functionality at a fraction of the
cost of a traditional hardware-based implementation. Lastly, the
distributed IP architecture takes advantage of the distributed
corporate network to allow low-cost networking of agents
regardless of their location in a call center,
branch office, or at home creating a single virtual
call center.
Horizontal
Application Modules
Intervoice delivers voice automation applications and solutions
through a spectrum of re-usable application modules and
components that can be bundled together or used separately. Our
solutions combine horizontal applications, server-side software
modules and components with our world-class consulting services
to deliver an exceptional user experience. Examples of
Intervoices horizontal solutions include:
Survey Automation provides an automated and
confidential method of surveying customers, callers and clients
Auto-Attendant provides an easy and
automated way to self direct calls in place of a live operator
Locator Automation a portal application that
provides callers with detailed location information about nearby
ATMs, stores or other destinations
Vertical
Application Modules
Intervoice offers industry-specific vertical solutions,
applications and repeatable components. Our pre-built components
help accelerate the development and deployment of applications
for faster ROI for our customers. Our offerings address needs in
the following industries:
Banking & Financial Services
Healthcare
Public Sector
Retail & Manufacturing
Telecommunications
Transportation & Travel
Utilities
Network
Service Provider Solutions
We offer network service providers an array of revenue
generating solutions that include next generation
IP-based
messaging and media management applications, traditional
Intelligent Network (IN)-based voice and
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text messaging applications and prepaid payment solutions. To
date, our network service provider solutions have primarily been
sold to wireless network service providers in Latin America,
Europe, Asia Pacific, the Middle East and Africa.
Media
Exchange with
HomeZonetm
Media Exchange with
HomeZonetm
is a flexible,
IP-based
multimedia enhanced services platform designed for mobile
network operators and fixed line operators. Designed
specifically for high availability, it includes a customizable
mix of multimedia service options including next generation
messaging, Web user interfaces, voice portal, calendar
management and text to speech capabilities. Media Exchange
offers touch tone and Web user interfaces.
Our Media Exchange solution helps network service providers
accelerate the rate at which they can bring enhanced services to
market. Our standards-based software platform incorporates tools
which support third-party application development through the
HomeZone, and gives subscribers easy access to enhanced
services. Each unique combination of enhanced services allows
network service providers to offer their subscribers a
differentiated service that can enhance their brand, increase
revenue per subscriber and increase subscriber loyalty and
retention.
The Media Exchange with HomeZone suite of solutions includes the
following packaged application options:
Voicemail MX next-generation voice mail and
unified messaging functionality offering a common message store
and common data base
Video Mail a store and forward video solution
for messaging
Voice to MMS (V2MMS) a
media-independent message deposit and call completion utility
that allows subscribers to record a voice message and have it
delivered as a Multi-Media Message (MMS)
Traditional,
IN-based Messaging
Our traditional, IN-based messaging solutions include voicemail,
short message service (SMS) and missed-call
notification. These solutions incorporate a range of advanced
features, including intelligent call return, mailbox-to-mailbox
messaging, universal mailboxes, missed-call alerts and
conditional personal greetings. Our applications support network
service providers in their efforts to build subscriber counts,
loyalty and usage.
Portal
Our Media Exchange applications allow subscribers instant access
to information content and entertainment services via a
touch-tone user interface or through a Web browser. Portal
applications include access to horoscope information, sports,
weather, traffic and financial data and can be
branded and customized to enhance subscriber loyalty
and revenues.
Payment
We provide a range of products and services that allows network
service providers to offer prepaid services. Providers can offer
prepaid telephony services to facilitate subscriber acquisition
and usage in selected markets where subscribers prefer to pay by
cash or where collection might be an issue. We support a wide
range of prepaid services, including prepaid calling cards,
prepaid residential, prepaid wireless and automated operator
services. Our prepaid solutions integrate seamlessly with other
telco-grade, revenue-generating applications, including our
messaging and portal solutions.
Intelligent Network Prepaid can be deployed to provide enhanced
flexibility and efficiency in both wireline and wireless
networks. Network service providers can use IN Prepaid solutions
to manage rapid subscriber growth, provide cost-effective
roaming, and boost subscriber satisfaction.
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Consulting
Services
Intervoice offers the services of solution engineers, designers,
developers and other consulting services specialists who provide
our customers the benefit of the experience we have gained in
the development of thousands of custom touch-tone and
speech-enabled solutions. We offer customers a single source for
needs assessment and application design, voice user interface
(VUI) design, system integration, project
management, effective training and optimization of their custom
solution. With more than 150 solution-services experts worldwide
and 25 years of experience designing, deploying and
managing voice and multi-modal applications for contact center
and network service provider customers across functions and
industries, this team also possesses one of the highest
concentrations of industry-recognized leaders in human factors
and voice user interface design.
Our focus on caller habits, preferences and needs allows us to
generate customized dialogue and call flows, as well as
innovative integration and presentation of data across all
channels, thus helping our customers maximize personalization,
resulting in increased customer satisfaction. Customers using
Intervoice consulting services can access our industry-unique
Center for User Experience (CUE) testing lab, caller
goal completion rate analysis and our Usability Grade Testing
Metric that helps measure a voice applications ease of
use. Our consulting services are designed to reduce the time and
cost of speech automation deployments, improve customer
communication and satisfaction, and drive higher
return-on-investment
performance through increased transaction resolution rates.
Recurring
Services
Maintenance
and Software Support
Intervoice offers the services and support needed to keep our
solutions running at peak efficiency. We understand our
customers requirements to protect their investment through
world-class technical support that is accessible, effective and
responsive to their business requirements and objectives.
Our
RealCare®
Services portfolio gives customers a choice of comprehensive
plans to ensure the performance of their Intervoice
solution including 24x7x365 responsive and proactive
services to help minimize or prevent service-impacting events.
Our RealCare Advantage maintenance programs offer three levels
of services in order to provide customers with choices when it
comes to support. Our maintenance offerings include software
support services as a subscription-based service that provides
convenient, cost-effective software upgrades. In addition, we
offer value-added services such as application consulting
support and remote application monitoring to further support our
customers operations. Maintenance is part of
Intervoices ongoing commitment to provide immediate access
to the people and information our customers need to keep their
operations running smoothly.
Hosted
Solutions
Intervoice Hosted Solutions offer our customers a comprehensive
portfolio of contact center applications delivered through our
unique approach to hosted services. We offer a suite of hosted
solutions designed to give contact centers and network service
providers access to leading-edge applications while reducing the
cost and risk of deploying state-of-the-art voice automation. In
addition, Intervoice offers enhanced services such as
Management, Monitoring and Hosted Security Services. Hosted
applications also enable incremental and rapid integration of
emerging technologies, as well as easier migration to
speech-enabled services employing VoiceXML and next-generation
network environments such as 2.5G, 3G, GPRS, IN and SIP-based
VoIP.
Intervoice supports approximately 100 million minutes per
month supplying hosted solutions for some of the worlds
largest financial institutions, enterprises and network service
providers with highly stringent network uptime and performance
demands. Intervoice supports these customers from secure,
integrated network operations centers locations in Orlando,
Florida and Dallas, Texas in the U.S. We also have hosting
agreements with Verizon and AT&T which enable us to deploy
our solutions and services in most developed countries in the
world.
Markets
Intervoice provides the platform, software and professional
services that contact centers and network service providers need
to develop, deliver and support interactive speech-enabled
technologies.
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The contact center market confronts three ongoing
challenges to continuously improve customer
service, increase user satisfaction and build brand
loyalty all while controlling the cost of
communications. Automated communications are increasingly the
norm for cost-conscious enterprises, and after initial
reluctance, consumers are beginning to show a preference for
well-designed self-service voice solutions that can speed them
through the call process. Organizations in a wide range of
industries are responding to customer demand for speed and easy
access by deploying converged speech and data technologies.
Intervoices products and services have continued to evolve
to meet the needs of the contact center marketplace.
Network service providers seek innovative, next-generation,
high-demand services that can generate immediate subscriber
acceptance and an accelerated ROI while keeping capital and
operational expenditures to a minimum. Network service providers
view hot consumer services such as contextual
messaging, multimedia messaging, location based services, video,
personal alerts, visual voicemail, and other enhanced services
as clear opportunities to increase their subscriber base,
solidify brand loyalty and stimulate network usage. Intervoice
network solutions are designed to support the needs of both
wireline and wireless network service providers for
rapid-return, low-risk features that extend and enhance the
useful life of their existing network infrastructure.
Competition
The markets we serve are fragmented and highly competitive. The
principal competitive factors in our markets include breadth and
depth of software and services, product features, product
scalability, consulting services, maintenance services, pricing,
and the ability to create and maintain a reference-able customer
base. Our major competitors in our contact center market are
Nortel, Genesys (a subsidiary of Alcatel-Lucent), Cisco and
Avaya. All four of these companies are larger than Intervoice
and focus on a larger portfolio of products beyond voice
automation and contact routing. In addition, with respect to
consulting services, we also compete with one of our alliance
partners, Nuance Communications, a supplier of embedded advanced
speech recognition and text-to-speech licenses.
We believe that our long history in the industry coupled with
our unmatched speech-enabled product line, our professional
consulting services, and our extensive customer base allow us to
compete favorably in this market. The market is evolving
rapidly, however, and we anticipate intensified competition not
only from our traditional competitors but also from emerging
vendors with non-traditional technologies and solutions, such as
unified communications offerings. There is also continued
competition from small venture-funded companies that attempt to
build market share by targeting the installed base of larger
established companies such as Intervoice.
Competition in our network service provider market ranges from
large telecommunication suppliers offering turnkey,
multi-application solutions to niche companies that specialize
in a particular enhanced service such as messaging, video or
content delivery. Our primary competitors in this market are
Comverse Technology, Alcatel-Lucent and Unisys, each of which
provides a suite of enhanced services. Other companies that
compete with us in various niche geographic
and/or
product markets include Tecnomen, Movius, Acision and Mobeon.
We believe that, with our current suite of integrated and
interoperable payment, messaging and portal services, our
standards- and
IP-based
platform, our flexible business models, and our consulting
services, we compare favorably with our competition.
Nevertheless, we anticipate that competition will continue to
grow from existing and new competitors, some of which may have
greater financial, technological and marketing resources and
greater market share than Intervoice.
Sales and
Marketing
We market our products directly, with a global sales force, and
through more than 100 domestic and international distributors.
We enter into arrangements with distributors to broaden
distribution channels, to increase our sales penetration in
specific markets and industries and to provide certain customer
services. We select distributors based on their access to the
markets, industries and customers that are candidates for
Intervoice products. Our direct sales force consisted of
approximately 80 personnel at February 29, 2008,
including area vice presidents, regional sales directors and
sales representatives worldwide. During fiscal 2008,
approximately 68% of our solutions sales were attributable to
direct sales to end-users and 32% came from sales to
distributors.
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Our major domestic distributors include Fiserv (multiple
business units), Black Box, DDV, Siemens Business
Communications, Symitar Systems, Verizon and Vexis. Our major
international distributors include Ericsson (worldwide), Huawei
(worldwide), Information Technologies Australia (Australia),
Beijing Eable (China), IVRS (Hong Kong, China), Loxbit
(Thailand), NextCom K.K. (Japan), Black Box (Canada), OLTP
(Venezuela and the Caribbean), Promotora Kranon (Mexico),
Siemens AG (Worldwide), Switch (Chile), Tatung (Taiwan), Telia
Promotor (Sweden), Voice Outsourcing (Latin America and the
Caribbean) and Wittel (Brazil).
Intervoice subsidiaries maintain offices in the U.K., Germany,
Switzerland, the Netherlands, the United Arab Emirates, and
South Africa to support sales throughout Europe, the Middle East
and Africa. Company offices located in Singapore and China
support sales in the Pacific Rim. We support Latin American
sales from our Dallas headquarters and through a regional office
in Brazil.
Our international revenues were 39% of total revenues in fiscal
2008, 35% of total revenues in fiscal 2007 and 45% of total
revenues in fiscal 2006. See Risk Factors under
Item 1A for a discussion of risks attendant to our
international operations.
See Sales in Item 7
Managements Discussion and Analysis of Financial
Condition and Results of Operations for additional
information on sales by product line and geographic area and
concentration of revenue.
Backlog
Our solutions backlog at February 29/28, 2008, 2007 and 2006,
which does not include the contracted value of future
maintenance and hosted solutions to be recognized, was
approximately $66 million, $54 million, and
$34 million, respectively. Our service and support
contracts range in original duration from one month to five
years, with most hosted solutions contracts having initial terms
of two to three years and most maintenance and related contracts
having initial terms of one year. Because many of the longer
duration contracts give customers early cancellation privileges,
we do not consider our book of services contracts to be
reportable backlog, as a portion of the potential revenue
reflected in the contract values may never be realized. At
February 29, 2008, a portion of our backlog related to
long-term projects and cash basis customers. We generally expect
all projects in our existing backlog to be initiated within
fiscal 2009 and most of such backlog to be recognized as revenue
during fiscal 2009. Approximately 12% of such backlog could
revenue subsequent to fiscal 2009. Some of our sales are
completed in the same fiscal quarter as ordered. Thus, our
backlog at any particular date may not be indicative of actual
sales for any future period.
Research
and Development
Research and development expenses were approximately
$19 million, $24 million and $18 million during
fiscal 2008, 2007 and 2006, respectively, and included the
design of new products and the enhancement of existing products.
Our research and development spending is focused in six key
areas. First, we are developing software tools to aid in the
development and deployment of customer applications
incorporating speech recognition, text-to-speech, and other rich
media technologies for enterprises and wireless and wireline
providers. Next, we are developing server-based application
software platforms for operations and management of contact
center, speech and call completion applications. We will use
these software platforms for deployment and management of
enterprise, wireless and wireline network operator applications.
Third, we are developing media servers, voice
browsers, and call processing infrastructure based on open
standards such as VoiceXML, CCXML and SCXML. These media servers
are VoIP enabled, allowing operation in soft-switch and hybrid
PSTN and VoIP networks. Fourth, we are developing packaged,
speech enabled applications for the network operator and
enterprise markets. These include vertical and horizontal
applications that are designed to greatly enhance customer
return-on-investment
by providing many commonly used configurable functions that can
be deployed more quickly than custom applications. Fifth, we are
developing software and tools designed to provide integration of
live agent positions in a customer contact center setting. This
software covers a broad range of functions including agent
call-screen transfer, workflow management, full call recording,
agent and supervisor management systems and reporting and
various integration functions. Finally, we are developing
modular productivity and communications applications for
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wireless and wireline applications including speech driven voice
mail, voice activated dialing, and enhanced personal information
management.
We expect to maintain a strong commitment to research and
development so that we can remain at the forefront of technology
development in our markets.
Proprietary
Rights
We believe our existing patent, copyright, license and other
proprietary rights in our products and technologies are material
to the conduct of our business. To protect these proprietary
rights, we rely on a combination of patent, trademark, trade
secret, copyright and other proprietary rights laws,
nondisclosure safeguards and license agreements. As of
February 29, 2008, we owned 92 patents and had 35 pending
applications for patents in the United States. In addition, we
have registered Intervoice as a trademark in the
United States, which is part of our portfolio of 23 registered
trademarks and service marks. Some of our patents and marks are
also registered in certain foreign countries. Our software and
other products are generally licensed to a customer under the
terms of a non-exclusive, and generally nontransferable and
perpetual license agreement that restricts the use of the
software and other products to the customers internal
purposes. Although our license agreements prohibit a customer
from disclosing proprietary information contained in our
products to any other person, it is technologically possible for
our competitors to copy aspects of our products in violation of
our rights. Furthermore, even in cases where we hold patents,
the detection and policing of the unauthorized use of the
patented technology are difficult. Moreover, judicial
enforcement of copyrights may be uncertain, particularly in
foreign countries. The unauthorized use of our proprietary
information by our competitors could have a material adverse
effect on our business, operating results and financial
condition.
We generally provide our customers a qualified indemnity against
the infringement of third party intellectual property rights.
From time to time, various owners of patents and copyrighted
works send us or our customers letters alleging that our
products do or might infringe upon the owners intellectual
property rights,
and/or
suggesting that we or our customers should negotiate a license
or cross-license agreement with the owner. Our policy is to
never knowingly infringe upon any third partys
intellectual property rights. Accordingly, we forward any such
allegation or licensing request to our outside legal counsel for
their review, analysis and, where appropriate, opinion. We
generally attempt to resolve any such matter by informing the
owner of our position concerning non-infringement or invalidity,
and/or, if appropriate, negotiating a license or cross-license
agreement. Even though we attempt to resolve these matters
without litigation, it is always possible that the owner of a
patent or copyrighted work will sue us. Other than the current
litigation discussed in Item 3 Legal
Proceedings, no such litigation is currently pending
against us. As noted above, we currently have a portfolio of 92
United States patents, and we have applied for and will continue
to apply for and receive a number of additional patents to
protect our technological innovations. We believe our patent
portfolio could allow us to assert counterclaims for
infringement against certain owners of intellectual property
rights if those owners were to sue us for infringement. In
certain situations, it might be beneficial for us to
cross-license certain of our patents for other patents which are
relevant to the call automation industry. See
Item 3 Legal Proceedings for a
discussion of certain patent matters. See Risk
Factors in Item 1A for a discussion of risks
associated with claims of intellectual property infringement.
Manufacturing
and Facilities
Our manufacturing operations consist primarily of the final
assembly, integration and extensive testing of subassemblies,
host computer platforms, operating software and our run time
software. We currently use third parties to perform printed
circuit board assembly, sheet metal fabrication and
customer-site service and repair. Although we generally use
standard parts and components for our products, some of our
components, including semi-conductors and, in particular,
digital signal processors manufactured by Texas Instruments, are
available only from a small number of vendors. Likewise, we
license speech recognition technology from a small number of
vendors. As we continue to migrate to open, standards-based
systems, we will become increasingly dependent on our component
suppliers and software vendors. To date, we have been able to
obtain adequate supplies of needed components and licenses in a
timely manner, and we expect to continue to be able to do so.
Nevertheless, if our significant vendors are unable to supply
components or licenses at current levels, we may not be able to
obtain these items from another source or at historical prices.
In such situations, we would be unable to provide products and
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services to our customers or generate historical operating
margins, and our business and operating results would suffer.
Employees
As of April 21, 2008, we had 736 employees.
Availability
of Company Filings with the SEC
Our Internet website is www.intervoice.com. Our Annual Report on
Form 10-K,
Quarterly Reports on
Form 10-Q,
Current Reports on
Form 8-K
and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (the Exchange Act) are posted on our website as
soon as reasonably practicable after we electronically file such
material with, or furnish it to, the Securities and Exchange
Commission (SEC).
This Annual Report on
Form 10-K
includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
and the provisions of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Exchange Act
(which Sections were adopted as part of the Private Securities
Litigation Reform Act of 1995). All statements other than
statements of historical facts included in this
Form 10-K,
including, without limitation, statements contained in
Managements Discussion and Analysis of Financial
Condition and Results of Operations and Notes to
Consolidated Financial Statements located elsewhere in
this report regarding our financial position, business strategy,
plans and objectives of management for future operations, future
sales and industry conditions, are forward-looking statements.
Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we can give no
assurance that such expectations will prove to be correct. In
addition to important factors described elsewhere in this Annual
Report, we caution current and potential investors that the
following important risk factors, among others, sometimes have
affected, and in the future could affect, our actual results and
could cause such results during fiscal 2009, and beyond, to
differ materially from those expressed in any forward-looking
statements made by or on behalf of Intervoice:
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Our operating results may fluctuate significantly from period
to period, and this may cause our stock price to
decline. Our revenue and operating results have
fluctuated in the past and we expect further fluctuations in the
future. Given these fluctuations, we believe that quarter to
quarter comparisons of our revenue and operating results are not
necessarily meaningful or an accurate indicator of our future
performance. As a result, our results of operations may not meet
the expectations of securities analysts or investors in the
future, which could cause our stock price to decline. Factors
that contribute to fluctuations in our operating results and can
preclude our ability to accurately forecast our results include
the following:
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variability in the time periods necessary to complete projects
and achieve project milestones in order to recognize revenue,
which may be influenced by volume, size, timing, contractual
terms for new sales orders and cash basis revenues;
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the components of our revenue that are deferred, including our
subscription-based hosted solutions and that portion of our
sales revenue attributable to support and maintenance;
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volume, timing and fulfillment of customer orders, particularly
with respect to large orders (sales of approximately
$1.0 million or more), some of which are completed in the
same quarter in which they are ordered and some of which are
completed over several quarters, and fluctuations in demand for
our products and services;
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our ability to complete orders from our solutions backlog,
subject to timing changes requested by our customers, and
projects accounted for on a percentage of completion basis,
including estimates based on a variety of factors and subject to
revision;
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our ability to convert our pipeline of opportunities into sales;
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the use of low pricing to win important customers, and the
possible recognition of loss contingencies for certain projects
that we estimate will be delivered at a negative gross margin;
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the lengthy sales cycle for our products, which typically
involve comprehensive solutions that may require detailed
customer evaluations;
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the performance of our international business, which accounts
for a significant portion of our consolidated revenues, and
fluctuations in foreign currency exchange rates;
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the mix of products we sell and services we offer and whether
our products are sold through our direct sales force or through
an intermediary;
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introduction of new products, product upgrades or updates by us
or our competitors, and any resulting customer delays in
purchasing products;
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any increased price sensitivity by our customers, particularly
due to increased competition including open source or free
software;
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periodic difficult economic conditions, particularly affecting
the technology industry, as well as economic uncertainties;
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higher than anticipated costs related to fixed-price contracts
with our customers;
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our ability to effectively manage our operating expense levels;
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timing of significant marketing and sales promotions, and
expenses incurred pursuing new product or market opportunities;
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stock-based compensation expense, which we began recognizing for
our stock-based compensation plans in the first quarter of
fiscal 2007;
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costs and charges related to certain events, including
Sarbanes-Oxley compliance efforts, matters relating to our
litigation and other potential loss contingencies;
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the structure, timing and integration of acquisitions of
businesses, products and technologies and related disruption of
our current business;
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factors that lead to substantial declines in estimated values of
long-lived assets below their carrying value; and
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changes in generally accepted accounting principles.
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Due to these and other factors, our revenue and operating
results are difficult to forecast and are prone to fluctuate,
which may cause a decline in our stock price. Our expense levels
are based in significant part on our expectations of future
revenue, and we may not be able to reduce our expenses quickly
to respond to a shortfall in projected revenue. Therefore, our
failure to meet revenue expectations could seriously harm our
business, operating results and financial condition. See the
discussion entitled Sales in Item 7 of
Part II for a discussion of our system for estimating sales
and tracking sales trends in our business.
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Our stock price has been and may continue to be subject to
wide fluctuations. Our stock price historically
has been volatile and may continue to be volatile in the future.
Various factors contribute to the volatility of our stock price,
including business developments (such as new product
introductions and acquisitions or dispositions), litigation
developments, quarterly variations in our financial results, our
ability to meet investors expectations, and general
economic and market conditions. In addition, third-party
announcements by our partners and competitors may contribute to
our stock price volatility. Certain types of investors may
choose not to invest in stocks with this level of stock price
volatility. Fluctuations in our stock price could cause
increased risk of shareholder litigation, which could result in
substantial costs and divert managements attention and
resources.
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We are subject to potential and pending lawsuits and other
claims. We are subject to certain potential and
pending lawsuits and other claims discussed in
Item 3 Legal Proceedings of
Part I of this Annual
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Report on
Form 10-K.
Furthermore, we may become subject to additional claims. Any
adverse judgment, penalty or settlement related to any lawsuit
or other such claim could have consequences that would be
material to our financial position or results of operations. We
may be required to indemnify certain of our current and former
directors and officers under existing arrangements in connection
with the defense, or advancement of defense-related expenses we
are currently providing to certain individuals in connection
with the class action lawsuit. Our insurance policies provide
coverage for certain losses and expenses incurred by us and our
current and former directors and officers in connection with
claims made under the federal securities laws. These policies,
however, exclude losses and expenses related to the Barrie class
action lawsuit discussed in Item 3 or to other litigation
based on claims that are substantially the same as the claims in
the Barrie class action and contain other customary provisions
to limit or exclude coverage for certain losses and expenses.
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We face intense competition based on product capabilities and
we experience ever increasing demands from our actual and
prospective customers for our products to be compatible with a
variety of rapidly proliferating computing, telephony and
computer networking technologies and
standards. Our success is dependent, to a large
degree, on our effectiveness in allocating resources to
developing and improving products compatible with those
technologies, standards and functionalities that ultimately
become widely accepted by our current and prospective customers.
Our success is also dependent, to a large degree, on our ability
to implement arrangements with vendors of complementary product
offerings so that we can provide our current and prospective
customers greater functionality. Our principal competitors
include Avaya, Cisco, Nortel, Nuance Communications, Comverse
Technology, Unisys and Alcatel-Lucent. Many of our competitors
have greater financial, technological and marketing resources
than we have, as well as greater name recognition. Although we
have committed substantial resources to enhance our existing
products and to develop and market new products, there is no
assurance we will be successful. In addition, it is possible
that new entrants to the market and strategic acquisitions and
partnerships between existing companies could increase the
competition in the markets in which we participate. An increase
in such competition could materially adversely affect our
ability to sell our products, thereby adversely affecting our
business, operating results and financial condition.
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We may not be successful in selling and implementing our
products and services in the face of the new, standards-based
market. Intervoice has historically provided
complete, bundled hardware and software solutions using
internally developed components to address our customers
total business needs. The markets for our products have required
a shift to the development of products and services based on an
open, standards-based architecture utilizing VoiceXML standards.
Such an open, standards-based approach allows customers to
independently purchase and combine hardware components,
standardized software modules, and customization, installation
and integration services from individual vendors deemed to offer
the best value in the particular class of product or service.
The standards based approach has and will continue to foster
increased competition, including competition based on price
resulting in increased pressure on gross margins. In such an
environment, we believe we may sell less hardware and fewer
bundled systems and may become increasingly dependent on our
development and sale of software application packages,
customized software and consulting and integration services.
This shift places new challenges on us to hire and retain the
mix of personnel necessary to respond to this business
environment, to adapt to the changing expense structure that the
new environment may tend to foster, to respond to potentially
different competitors, and to increase sales of services,
customized software and application packages to offset reduced
sales of hardware and bundled solutions. Failure to develop,
enhance, acquire and introduce new products and services to
respond to continually changing market conditions or customer
requirements, or lack of customer acceptance of our products or
services, will materially adversely affect the value of our
intellectual property, barriers to entry to our business,
customer retention, gross margins, and the results of operations
and financial condition.
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We may not be able to retain our customer base, and, in
particular, our more significant customers. Our
success is heavily dependent on our ability to retain our
significant customers. The loss of one of our significant
customers could negatively impact our operating results. Our
installed base of customers
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generally is not contractually obligated to place further
solutions orders with us or to extend their services contracts
with us at the expiration of their current contracts.
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We will be harmed if we lose key business and technical
personnel. We rely upon the services of a
relatively small number of key technical, project management and
senior management personnel, most of whom do not have employment
contracts. If we were to lose any of our key personnel,
replacing them could be difficult and costly. If we were unable
to successfully and promptly replace such personnel, our
business could be materially harmed.
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Our reliance on significant vendor relationships could result
in significant expense or an inability to serve our customers if
we lose these relationships. Although we
generally use standard parts and components in our products,
some of our hardware components are available only from a small
number of vendors. Likewise, we license speech recognition
technology primarily from Nuance Communications, Inc., the
dominant vendor for this technology. As we continue to migrate
to open, standards-based systems, we will become increasingly
dependent on our component suppliers and software vendors. To
date, we have been able to obtain adequate supplies of needed
components and licenses in a timely manner, and we expect to
continue to be able to do so. Nevertheless, if our significant
vendors are unable to supply components or licenses at current
levels, we may not be able to obtain these items from another
source or at historical prices. In such instances, we would be
unable to provide products and services to our customers or
generate historical operating margins, and our business and
operating results would suffer.
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If third parties assert claims that our products or services
infringe on their technology and related intellectual property
rights, whether the claims are made directly against us or
against our customers, we could incur substantial
costs. We believe software and technology
companies, including us and others in our industry, increasingly
may become subject to infringement claims. Such claims may
require us to enter into costly license agreements or result in
even more costly litigation. To the extent a licensing
arrangement is required, the arrangement may not be available at
all, or, if available, may be very expensive or even
prohibitively expensive. As with any legal proceeding, there is
no guarantee we will prevail in any litigation instituted
against us asserting infringement of intellectual property
rights. To the extent we suffer an adverse judgment, we might
have to pay substantial damages, discontinue the use and sale of
infringing products, repurchase infringing products from our
customers in accordance with indemnity obligations, expend
significant resources to acquire non-infringing alternatives,
and/or
obtain licenses to the intellectual property that has been
infringed upon. As with licensing arrangements, non-infringing
substitute technologies may not be available and, if available,
may be very expensive, or even prohibitively expensive, to
implement. Accordingly, for all of the foregoing reasons, a
claim of infringement could ultimately have a material adverse
effect on our business, financial condition and results of
operations.
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We are exposed to risks related to our international
operations that could increase our costs and hurt our
business. Our products are currently sold in more
than 80 countries. Our international sales were 39% and 35% of
total sales for the fiscal years ended February 29, 2008
and February 28, 2007, respectively. International sales,
personnel and property are subject to certain risks, including:
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terrorism;
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fluctuations in currency exchange rates;
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ability to collect on accounts receivable;
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the difficulty and expense of maintaining foreign offices and
distribution channels;
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tariffs and other barriers to trade;
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greater difficulty in protecting and enforcing intellectual
property rights;
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general economic and political conditions in each country,
including nationalization of customers or channel partners;
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loss of revenue, property and equipment from expropriation;
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import and export licensing requirements; and
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additional expenses and risks inherent in conducting operations
in geographically distant locations, including risks arising
from differences in language and cultural approaches to the
conduct of business.
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Our inability to meet contracted performance targets could
subject us to significant penalties. Many of our
contracts, particularly for hosted solutions, foreign contracts
and contracts with telecommunication companies, include
provisions for the assessment of damages for delayed project
completion
and/or for
our failure to achieve certain minimum service levels. We have
had to pay damages in the past and may have to pay additional
damages in the future. Any such future damages could be
significant.
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Increasing consolidation in the telecommunications and
financial industries could adversely affect our revenues and
profitability. The majority of our largest
customers are in the telecommunications and financial
industries. These industries are undergoing significant
consolidation as a result of merger and acquisition activity.
This activity could result in a decrease in the number of
customers purchasing our products
and/or in
delayed purchases of our products by customers that are
reviewing their strategic alternatives in light of a pending
merger or acquisition. If these results occur, our revenues and
profitability could decline.
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Our products are complex, and software defects could reduce
our revenues and expose us to litigation. The
software products we offer are complex and may contain errors or
defects, even after extensive testing and quality control,
particularly in early versions. Furthermore, because our
products increasingly are designed around an open standards
based architecture incorporating elements developed by third
parties, such errors or defects may be outside of our direct
ability to control or correct. Any defects or errors could
potentially result in loss of revenues, product returns or order
cancellations, and could potentially hinder market acceptance of
our products and harm our reputation. Accordingly, any defects
or errors could have a material adverse effect on our business,
results of operations and financial condition. Our customer
agreements typically contain provisions to limit our product
warranty obligations and exposure to potential liability claims.
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We have grown, and may continue to grow, through
acquisitions, which could dilute our existing shareholders and
could involve substantial acquisition risks. As
part of our business strategy, we have in the past acquired, and
expect to continue to acquire or make investments in, other
businesses and technologies. We may issue equity securities for
future acquisitions, which would dilute our existing
shareholders, and we may incur debt in connection with future
acquisitions, which may include covenants or other restrictions
that hinder our ability to operate our business. Furthermore,
our prior acquisitions required substantial integration and
management efforts. Acquisitions can involve a number of risks,
including:
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difficulty in transitioning and integrating the operations,
facilities and personnel of the acquired businesses, including
different and complex order processing, support and accounting
and financial reporting systems;
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loss of key management, sales, research and development and
other key employees of the acquired company;
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difficulty in integrating acquired products into our product
portfolio, including engineering, sales and marketing
integration;
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impairment of relationships with partners, suppliers and
customers;
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difficulty in implementing and standardizing company-wide
financial, accounting, billing, information and other systems
and the internal controls surrounding those systems and
processes;
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disruption of our ongoing operations and distraction of
management and other employees;
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difficulty in incorporating acquired technology and rights into
our products and technology;
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unanticipated expenses and delays in completing acquired
development projects and technology integration;
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difficulty in management of geographically remote operations in
the United States and internationally;
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delay of sales to customers pending resolution of product
integration between our existing and our newly acquired
products; and
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difficulty entering new markets or businesses in which we have
limited experience.
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