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                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                   FORM 10-K
 
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<C>        <S>
   /X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>
 
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
                                       OR
 
<TABLE>
<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
 
           FOR THE TRANSITION PERIOD FROM TO
</TABLE>
 
                         COMMISSION FILE NUMBER 0-17920
 
                           BRITE VOICE SYSTEMS, INC.
 
             (Exact name of registrant as specified in its charter)
 
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<S>                    <C>
       KANSAS               48-0986248
      (State of          (I.R.S. Employer
   Incorporation)       Identification No.)
</TABLE>
 
                      250 INTERNATIONAL PARKWAY, STE. 300
                               HEATHROW, FL 32746
                    (Address of principal executive offices)
 
       Registrant's telephone number, including area code: (407) 357-1000
        Securities registered pursuant to Section 12(b) of the Act: None
          Securities registered pursuant to Section 12(g) of the Act:
                           COMMON STOCK, NO PAR VALUE
                                (Title of class)
 
                            ------------------------
 
    Indicate by check mark 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), and (2) has been subject to such
filing requirements for the past 90 days. /X/ Yes  / / No
 
    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K: /X/
 
    The aggregate market value of the voting stock held by non-affiliates of the
Registrant, as of February 20, 1998 was $78,326,207, based upon the last
reported sales price on such date. For purposes of this disclosure, shares of
common stock beneficially owned by executive officers and directors of the
Registrant have been excluded because such persons may be deemed to be
affiliates. This determination is not necessarily conclusive.
 
    On February 20, 1998, there were 12,066,405 shares of the Registrant's
common stock outstanding.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
    Portions of the Registrant's Proxy Statement for the Annual Meeting of
Stockholders scheduled to be held May 12, 1998 are incorporated by reference
into Part III of this report. The Proxy Statement is expected to be filed with
the Commission not later than April 9, 1998.
 
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                           BRITE VOICE SYSTEMS, INC.
                                 1997 FORM 10-K
                               TABLE OF CONTENTS
 
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Item 1.     Business.......................................................................................          1
 
Item 2.     Properties.....................................................................................         13
 
Item 3.     Legal Proceedings..............................................................................         13
 
Item 4.     Submission of Matters to a Vote of Security Holders............................................         13
 
Item 5.     Market for the Company's Common Equity and Related Stockholder Matters.........................         14
 
Item 6.     Selected Financial Data........................................................................         15
 
Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations..........         16
 
Item 8.     Financial Statements and Supplementary Data....................................................         23
 
Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...........         41
 
Item 10.    Directors and Executive Officers of the Registrant.............................................         42
 
Item 11.    Executive Compensation.........................................................................         42
 
Item 12.    Security Ownership of Certain Beneficial Owners and Management.................................         42
 
Item 13.    Certain Relationships and Related Transactions.................................................         42
 
Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K................................         43
</TABLE>
 
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                                     PART I
 
ITEM 1.  BUSINESS
 
GENERAL
 
    Brite Voice Systems, Inc. (the "Company" or "Brite") designs, integrates,
assembles, markets and supports voice processing and call processing systems and
services which incorporate voice response, voice recognition, voice/facsimile
messaging, audiotex and interactive computer applications into both standard
products and customized market solutions. The Company also offers a broad array
of telecommunications management services.
 
    Voice processing systems allow callers to use a telephone to leave or
retrieve messages, obtain information stored in a computer database, or input
and retrieve information from a host computer. A caller who accesses a voice
processing system is typically greeted by a message identifying the owner or
principal sponsor of the system, and is then requested to select options from a
menu of choices. Most callers using touch-tone telephones input responses by
pushing the keys on their telephone key pad. Many of the Company's systems use
voice recognition to allow input of information using spoken commands.
 
    Call processing systems allow a service provider to process and complete
subscribers' calls utilizing special features such as prepaid or calling card
billing, voice dialing, voice messaging, pager capabilities and short message
services. A call processing system may include certain voice processing
features.
 
    The Company's products can be divided into two categories: those that
increase its customers' revenues through increased subscription or user fees,
and those that reduce customers' costs or improve the efficiency of services
provided to end user customers. Examples of revenue enhancing products are
systems developed for wireless and wireline network operators who provide voice
activated dialing and prepaid calling services to their subscriber base, thereby
increasing network usage and revenues. Typical applications that reduce
customers' costs or improve efficiency allow callers to access personalized
account balances for bank, credit card or mutual fund accounts, order products
or product literature for delivery by mail or by facsimile, pay bills, enroll
for college courses, apply for credit cards and receive stock quotes or other
personalized information. The use of the Company's systems to respond to routine
requests for information reduces customers' direct labor costs, and allows live
agents to handle more complex questions and problems, thereby improving customer
service.
 
    Incorporated in Kansas in 1984, the Company initially concentrated its
efforts on the provision of audiotex systems, primarily to newspaper publishers,
which used the systems to establish themselves as leading information providers
in their respective markets. In May 1991, the Company, through its newly-formed
subsidiary, Brite Voice Systems Group, Limited ("BVSGL"), acquired substantially
all of the assets of the Voice Systems Group of Ferranti Business
Communications, Ltd. BVSGL manufactured and marketed voice messaging systems,
and now manufactures and markets all of the Company's products throughout
Europe, the Middle East, and Africa. BVSGL maintains design and production
facilities in Manchester, England and sales and support offices in Cambridge,
England; France; Germany; Italy; the Netherlands; South Africa; Switzerland and
United Arab Emirates.
 
    In July 1993, the Company acquired one of its leading competitors,
Perception Technology Corporation ("Perception"). Perception's experience as a
provider of interactive voice response systems significantly broadened the
Company's participation in the voice processing industry.
 
    In March 1995, the Company acquired Touch-Talk, Incorporated ("Touch-Talk"),
based in Dallas, Texas. Prior to the merger, Touch-Talk had been the largest
provider of customized application software solutions used by the Company in
providing interactive voice response applications. In addition, the Company had
licensed from Touch-Talk certain application software development tools for
sublicense to customers. The acquisition of Touch-Talk broadened the Company's
capabilities in providing turnkey voice processing applications to customers
seeking a single vendor for all of their voice processing requirements.
 
                                       1
<PAGE>
    In August 1995, the Company acquired Telecom Services Limited (U.S.), Inc.,
Telecom Services Limited (West), Inc., TSL Software Services, Inc., and TSL
Management Group, Inc., (collectively the "TSL Companies" or "TSL"), which were
affiliated by common ownership. The Company's TSL Division offers a broad array
of services and products which assist clients in managing various aspects of
their telecommunications functions, including controlling and reducing expenses,
developing management reports and applications, selecting service and equipment
vendors, designing and implementing telecommunications systems and managing
day-to-day operations.
 
    On October 30, 1997, the Company consummated the sale of certain assets used
in its electronic publishing business for $35,000,000 in cash. The business sold
includes: i) the management of audiotex systems installed on customers'
premises; ii) the creation and transmission by satellite of information for
access by telephone callers; iii) the creation and provision of a variety of
information for yellow pages publishers over the Internet; iv) the sale of
advertising sponsorships to various categories of audiotex information made
available through yellow pages publishers' audiotex systems; and v) advertiser
management services provided on behalf of yellow pages publishers whereby
advertising entities are contacted from an outbound call center for periodic
updating of their audiotex sponsorships and advertisements.
 
    The Company elected to sell this business because it believed that, while
profitable, the growth prospects for electronic publishing were limited.
Further, the Company intends to focus on fewer, but larger market opportunities
in the voice processing industry. Finally, the Company was able to use the
proceeds to retire all of its short-term debt and significantly increase working
capital and stockholders' equity. Revenues associated with this business were
$11,200,000 for the year ended December 31, 1997, and are included under
services revenues in the accompanying financial statements.
 
    The Company believes that the acquisitions described above have provided
significant additions and enhancements to its product and services businesses,
and expects to continue to evaluate prospects for future acquisitions or other
corporate development activities to supplement its internal technology and
product development. In addition, the Company regularly evaluates all of its
product and services offerings for profitability and growth potential, and will
continue to redesign, redirect or eliminate those products or services which
fail to demonstrate profitability or significant growth potential.
 
    During 1997, the Company relocated its headquarters from Wichita, Kansas to
Heathrow, Florida, a suburb of Orlando. The primary purposes of the relocation
were to provide a more accessible headquarters location for potential customers,
locate more of the Company's senior management staff in one location, and take
advantage of a larger labor pool from which to draw employees. In conjunction
with this move, the Company created a product demonstration center designed to
increase the Company's sales effectiveness by allowing a trained sales staff to
present all of the Company's products to potential customers. The costs of this
relocation are included under Restructuring, relocation and reengineering in the
accompanying financial statements.
 
THE COMPANY'S PRODUCTS
 
PLATFORMS
 
    Brite believes that the wide variety of new applications and services being
sought by the telecommunications industry will cause a fundamental change in the
product architecture used to provide these services. This industry now generally
uses a topology consisting of a network with a series of attached products,
provided by different vendors, to provide the needed range of applications. The
Company believes that significant demand exists for a uniform architecture
consisting of a series of common components utilized for multiple applications.
This change will allow client companies to quickly offer new applications and
features on a common hardware architecture that can be expanded to add new
features and growth in capacity. In 1997, Brite focused on developing this
common architecture, known as BriteESP, and making its entire range of
applications available using "building block" components and a common high-level
 
                                       2
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applications language. The BriteESP development effort will be completed in
1998. Each product will have:
 
    - A common set of front-end switching interfaces providing a switching
      matrix and signaling interfaces for a variety of networks, such as SS7,
      ISDN and in-band signaling.
 
    - A common media processing unit providing voice recording, playback and
      recognition services to all applications.
 
    - A common applications processing unit running a variety of call processing
      and applications software.
 
    - An operations, administration, maintenance and provisioning environment
      utilizing the Simple Network Management Protocol ("SNMP") standard,
      allowing a single manager to manage the entire suite of Brite products,
      and any other products that are SNMP compliant.
 
    - An application creation environment using Write-1, Brite's
      fourth-generation language which allows easy, graphics-driven application
      development.
 
    - Integrated system administration, using state-of-the-art graphical user
      interface operator terminals.
 
    - A common relational database management environment.
 
APPLICATION CREATION ENVIRONMENT
 
    Write-1-Registered Trademark- is a language developed by Brite for writing
voice processing and call processing applications, and performing host
connectivity, that runs under a range of UNIX operating systems. It also
contains a library of interfaces to third party development tools such as
databases, host connections and Dialogic's CT Connect product. The Company has
an application software development environment with a graphical user interface
running under Windows NT. This package is designed to meet a wide variety of
programming needs, from creating simple menu-based call flows to developing
complex network-based applications. It also isolates the programmer from the
operating system and hardware platform, thus making applications more portable
and expandable.
 
    Write-1 contains a range of features which enable customers to produce state
of the art applications. Examples of customer-developed applications include a
benefits information line which links callers to part of the IRS database, child
support help lines and a large call center help desk which includes automated
display of pertinent caller information on the computer screen of a customer
service representative.
 
APPLICATIONS
 
    Applications currently in use by many of the Company's customers are as
follows:
 
    VOICE ACTIVATED DIALING.  This application allows wireless carriers to
provide a cellular telephone user access to telephone numbers using spoken
commands rather than the keys on the cellular telephone. The use of voice
activated dialing permits drivers to keep their hands on the wheel and eyes on
the road, promoting safety and convenience of use. VoiceSelect-TM- is marketed
to cellular providers around the world.
 
    DEBIT/PREPAID CALLING.  BriteDEBIT-TM- applications deliver the ability for
telecommunications companies to provide services to subscribers extending beyond
the traditional monthly billed service provided in the past. This capability
allows wireless and wireline companies to provide service using credit cards,
debit cards and through the use of prepaid services requiring no card. Unlike
traditional telephone company services where service usage measurements are
collected and bills are generated offline at the end of the billing cycle,
prepaid or debit services require that this billing function occur as part of
the call processing system and in "real time" to allow the user to always have
access to a current balance record. Further, the system must have the ability to
"tell" the user the balance in the account. This ability to perform not only
voice processing and call processing, but also call costing and customer account
adjustment, is a technical
 
                                       3
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task similar to the functionality provided by telecommunications switches and
billing systems operating simultaneously and in real-time.
 
    VOICE MESSAGING.  Voice messaging (or voice mail) allows users to store,
send and receive information over the telephone or Internet. In addition to
voice mail, the systems provide call answering, call routing, paging, short
message delivery, dictation and automated attendant features. The Company's
range of voice messaging services can be combined to offer a wide range of
value-added services for public telephone network operators.
 
    INTERACTIVE VOICE RESPONSE ("IVR") APPLICATIONS.  Designed for use with the
Company's IVR platforms, these applications are often customized, and can be
written by the Company, by the customer, or written in cooperation with a series
of independent software vendors ("ISVs"). These ISVs typically have specialized
skills which allow the Company to economically obtain specialized,
industry-specific programming. Many application software packages can be used to
create products targeted for specific vertical markets. Examples include higher
education, where the Company's systems enable university and college students to
register for courses 24 hours a day via touch-tone phones; the financial
services market, where the Company's systems allow callers to perform a wide
range of banking transactions by phone 24 hours a day; and utility companies,
where the Company's systems provide automated customer service functions such as
power outage reporting, billing inquiries and meter reading. The Company's
acquisition of Touch-Talk in March 1995 broadened its base of software
programming expertise; however, the Company continues to utilize ISVs in areas
where it does not have experience.
 
SERVICES
 
    The Company offers a wide range of services in conjunction with its voice
processing and call processing systems. These services are typically available
on either an annual or quarterly basis and generally complement or support the
Company's products. The Company also provides a variety of telecommunications
management services.
 
MANAGED SERVICES
 
    As a complement to its system sales, the Company provides certain voice and
call processing services on a managed services basis. In a typical managed
service relationship, the Company provides all necessary equipment and
operational personnel, allowing the customer to avoid both the front-end cost of
purchasing equipment, and the continuing cost of adding personnel to staff a
function that is outside its expertise. Charges for these services may be based
on fixed rates per month, per call or per minute, or may consist of a share of
the revenue or profits generated by the service.
 
    The Company's TeleRent-Registered Trademark- service provides readers of
apartment rental guides access to information concerning rental properties in
the local area. Callers to the system may receive more detailed information
about an apartment or complex than can be conveyed in a printed ad. Callers can
direct connect to the leasing agent, leave messages, or receive a fax of a floor
plan or contract. The Company receives a monthly fee for each listing sold in
the rental guide.
 
    The Company provides its prepaid calling application to network operators on
a managed service basis in addition to offering a system purchase option. Under
these arrangements, the Company provides the hardware platform which carries
traffic on the prepaid network, rates calls and keeps track of individual
subscriber balances, processes account replenishment and provides customer
support representatives to assist subscribers with problems. The Company's
platform can be easily expanded to meet increased demand and combines many
features in a manner that the Company believes is unmatched in the industry. The
advantage to the network provider is a completely bundled service which requires
no front-end purchase of equipment, a fixed cost to provide the service, and the
avoidance of continuing costs of operational personnel on staff.
 
                                       4
<PAGE>
TELECOMMUNICATIONS MANAGEMENT SERVICES
 
    The Company's telecommunications management services include the following:
 
    BILLING VERIFICATION AND OPTIMIZATION SERVICES.  The Company's billing
verification service consists of auditing telephone rates, tariffs, taxes,
surcharges and other charges billed by telecommunications carriers and vendors.
The Company (i) verifies that the client pays only for the services, circuits
and equipment it actually uses and for which it has contracted; (ii) ensures
that the proper rates, tariffs, taxes and surcharges, primarily for services and
equipment, and also usage, are applied; (iii) corrects billing discrepancies;
and (iv) prepares claims and negotiates and collects refunds. Billing
verification services generate refunds of historical overcharges and reduce
costs, generally producing ongoing savings to the Company's clients. The Company
also provides optimization services to clients, whereby recommendations are made
to reduce ongoing expenses, for which the Company receives a percentage of
future savings.
 
    SOFTWARE AND MANAGED SERVICES.  The Company has developed software which
enables its clients to better understand, control and allocate their
telecommunications expenses and processes. Telecommunications expense management
software products and services are provided either on a service bureau basis
through the Company's New Jersey data center, or on a licensed basis with
ongoing services aimed at tracking, processing and allocating the
telecommunications expenses. These products and services include: (i) call
accounting services for telecommunications expense management; (ii) the
Fraud-Chek-Registered Trademark- service which curtails unauthorized employee
phone calls and abuses, which are detected automatically once predetermined
thresholds are reached, triggering an alarm call to the Company's 24 hour toll
fraud line; (iii) the EZ-TRAK-TM- reporting product which enables a client to
view its call record details, search for and sort data in order to manage call
efficiencies and costs, and produce management reports; and (iv)
Telecommunications On-Line Management Systems, a PC-based, on-line operations
management system which aids clients in more effectively managing facilities,
processes and assets, including equipment inventories and circuits, work orders
and phone and data systems expenses.
 
    PROFESSIONAL SERVICES.  The Company provides clients with on-site and/or
off-site specialized operational support in a variety of tasks associated with
day-to-day telecommunications and information technologies activities, including
invoice processing, help desk, disaster recovery support, Year 2000 support,
move-add-changes, field service support, switch analyses, quality assurance and
related work.
 
    The Company also provides technical consulting to assist clients in
designing, engineering, procuring and implementing telecommunications services,
networks, systems and equipment. Assignments generally focus on providing
technical advice regarding the choice and implementation of available systems
and services.
 
SERVICE CONTRACT AND REPAIR
 
    The Company's systems are generally sold with limited warranties which
usually range from 90 days to one year. All systems contain built-in modems,
allowing Company personnel to perform diagnostic procedures and many software
upgrades and enhancements remotely. Customers may contract for extended warranty
coverage under any of several plans.
 
    The Company maintains a customer service department consisting of a help
desk function, a field service organization and a training department. The help
desk function is staffed by professionals with specialized skills in hardware
diagnostics, software support and applications programming, who respond to
customer questions regarding software warranty claims and assist customers in
developing and debugging application programs.
 
    A geographically dispersed field service staff is responsible for system
installation and on-site hardware maintenance, including warranty claims. To
date, warranty claims have not been significant.
 
                                       5
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    The training department provides beginning and advanced training sessions
for both customers and employees on topics such as product orientation, system
operation and programming and advanced software and technical development.
 
SALES AND MARKETING
 
MARKETS SERVED
 
    The Company's hardware systems are sold to two principal markets: the
business systems or commercial market and the network operator market.
 
    The business systems market is broadly defined to include organizations
which service large volumes of telephone callers on a regular basis. These
organizations are generally seeking to streamline operations, improve efficiency
and reduce costs. The Company markets systems which fall into one of three
categories: audiotex, IVR, or computer telephony integration ("CTI"). Audiotex
systems typically broadcast the same information to each caller, while IVR
systems allow callers to access or change account-specific information. CTI
systems generally apply computer intelligence to telecommunications devices to
improve the efficiency of customer service representatives by providing
telephone access and control of computer functions, and computer access and
control of telephone functions. The Company markets its products primarily to
specific industries with needs that can be easily satisfied with highly
automated solutions. The Company has principally served the call center,
education, financial services, government, health care, publishing,
telecommunications and utility markets.
 
    Network operators purchase and install the Company's systems in or near
their central switching offices and use the Company's systems to offer what are
known as "enhanced network" or "enhanced telecommunications services" to their
subscriber base. Subscribers have access to voice messaging, voice activated
dialing, prepaid calling and other services that produce additional revenue to
the operator.
 
    The markets for the Company's telecommunications management and managed
services include almost any public or private entity which is a substantial user
of telecommunications services.
 
DOMESTIC SALES
 
    Revenues within North America amounted to $75,119,000, $71,320,000 and
$69,938,000 in 1997, 1996 and 1995, respectively. The Company sells its systems
and services domestically primarily through a direct sales force, with
individual personnel being responsible for either a specific industry, territory
or product line. Direct sales personnel are located throughout the United
States, including the Company's offices in Canton, Massachusetts; New York City;
Heathrow, Florida; Parsippany, New Jersey; San Francisco, California, and
Wichita, Kansas.
 
    The Company also markets its systems through companies offering integrated
systems or services for sale to end users using the Company's hardware
platforms. These companies include Advanced Computer Technology, Amarex
Technology, Digital Data Voice, Intecom, Quotient Systems, Southwestern Bell
Telecom, United States Advanced Networks and U.S. West Communications Services.
 
INTERNATIONAL SALES
 
    International revenues were $44,730,000, $39,089,000 and $27,140,000, in
1997, 1996 and 1995, respectively, and amounted to 37%, 35% and 28% of revenues
for such periods.
 
    Sales outside the United States are made through a number of sources. Sales
into Europe are made by the Company's subsidiaries: BVSGL (Manchester and
Cambridge, England), Brite Voice Systems Group, GmbH (Wiesbaden, Germany), BVS
S.p.A. (Rome, Italy) and BVS A.G. (Zurich, Switzerland). Sales into Canada and
South America are made by the Company's U.S.-based sales force, and sales into
other areas of the world are made through a combination of the Company's
U.S.-based sales force, distributors and
 
                                       6
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local agents. The Company has employees based in Dubai, United Arab Emirates;
Johannesburg, South Africa; Almelo, Netherlands; Paris, France; and Singapore,
who are responsible for sales and support to the Middle East, Africa and Asia.
 
    The Company's European subsidiaries market systems to the same sectors of
the voice processing market as addressed in the United States. A dedicated sales
staff targets corporate users for the sale of audiotex and interactive voice
response systems. The Company concentrates its efforts on five different
vertical markets: telecommunications, home shopping, travel and transport,
finance and utilities. The Company also relies on indirect distribution of its
systems through prominent call center switch manufacturers such as Aspect,
Bosch, Ericsson and Siemens.
 
    The Company also maintains a dedicated sales staff responsible for the sale
of systems to network operators throughout Europe, the Middle East and Africa.
The principal products sold to these markets are voice messaging, voice
activated dialing and prepaid calling. In prior years, the Company's revenues in
Europe were dependent upon a small number of customers. Beginning in 1996 and
continuing into 1997, the Company began concentrating on expanding its customer
base to lessen its dependence on relatively few customers. Nevertheless, during
1997, 68% of the sales by the Company's European subsidiaries were concentrated
in ten customers. In addition, one customer, Cellnet, represented 10% of
consolidated revenues for each of 1997 and 1996. The loss of any of these
customers could have a material impact on the Company's international revenues
and results of operations.
 
    In late 1996, the Company concluded that it could not be competitive in the
PBX-based voice messaging business, and elected to discontinue sales of its
small voice messaging systems. The Company redirected its efforts to the sale of
audiotex and IVR systems in the belief that the European market is behind the
United States in terms of market penetration of these types of systems. The
Company believes this effort has been successful, as European sales of business
systems increased 33% from the prior year, in spite of the discontinuation of
sales of small voice messaging systems. The Company intends to continue this
focus in 1998.
 
    The Company sells its audiotex, IVR and network products throughout the rest
of the world through its direct sales force, independent sales agents and
value-added resellers ("VARs"). Where possible, the Company uses the services of
agents and VARs in foreign markets because of their familiarity with local
markets and their knowledge of, and abilities to work within, local governmental
regulations. VARs typically purchase the Company's hardware and license the
operating software. In some instances, VARs provide additional software
programming or information packages to complete the systems. Agents used by the
Company typically receive a commission on sales made into their territories.
 
    The Company faces a number of risks in conducting its international business
that do not affect its domestic business, including greater concentration of
business with fewer customers, longer payment cycles, greater difficulty in
accounts receivable collection and difficulty in staffing and managing foreign
subsidiary operations. Installation of the Company's products outside the United
States requires that the Company conform to local telephone and electrical
regulations. The Company has traditionally relied on its suppliers to obtain the
necessary registration in order for the Company to install products within an
individual country. There can be no assurance that these factors will not have
an adverse impact on the Company's future international sales or operating
results. See Note 13 to the Consolidated Financial Statements contained herein
for additional information with respect to foreign and domestic sales and
assets.
 
RESEARCH AND ENGINEERING
 
    The voice processing industry is subject to rapid technological change,
including continuing improvements in hardware and software performance. In order
to maintain its competitive position, the Company must continually release new
products and develop enhancements and new features for its existing products on
a timely basis. There can be no assurance that the Company will be successful in
developing
 
                                       7
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and marketing, on a timely basis, product modifications or enhancements or new
products that respond to technological advances by others, or that such new or
enhanced products or features will adequately and competitively address the
needs of the marketplace. Because of the increasing complexity of the Company's
products, these efforts can be expected to continue to increase in technical
difficulty. Moreover, the Company must manage product transitions successfully,
since announcements or introductions, or the perception that such events are
likely to occur by either the Company or its competitors, could adversely affect
sales of existing Company products.
 
    Research and product engineering activities are conducted in Canton,
Massachusetts; Manchester, England; Heathrow, Florida; and Wichita, Kansas.
During 1997, principal activities were the development of the common
architecture known as BriteESP, including the redesign of the Company's voice
activated dialing product and the development of a new IVR product called
BriteConnect, both of which use this architecture. The Company also completed
additional enhancements to its voice messaging and prepaid calling applications.
During 1997, 1996 and 1995, the Company spent approximately $13,036,000,
$11,241,000 and $8,520,000, respectively, on research and engineering. As a
percentage of revenues, these amounts represent 10.9%, 10.2% and 8.8%,
respectively. The Company expects that to be successful, it will be required to
continue to increase its level of research and engineering expenditures in
absolute terms, and that such increases may also increase as a percentage of
sales.
 
MANUFACTURING
 
    The Company's manufacturing operations consist primarily of assembly of
components, burn-in, testing and quality assurance functions, which are
performed at both its Canton, Massachusetts and Manchester, England facilities.
Limited assembly work is performed at the Company's office in Wiesbaden,
Germany.
 
    Manufacturing is performed on only one shift, and the Company devotes less
than 25% in each of its Canton and Manchester facilities to manufacturing;
therefore, the Company believes its production facilities are adequate for the
foreseeable future.
 
    For product standardization, quality control and volume purchasing
efficiencies, the Company has elected to purchase certain components from sole
suppliers. Although the Company historically has been able to obtain supplies of
these components in a timely manner, the interruption in supply of any of these
components could have an adverse impact on the Company's revenues and operating
results. While the Company believes that other suppliers could provide required
components in the event of an interruption in supply, a change in suppliers
could cause a delay in manufacturing and a possible loss of sales, which would
adversely affect operating results.
 
BACKLOG
 
    The Company maintains an inventory of component parts which generally
enables it to assemble, test and ship most systems within two weeks of receipt
of an order. The short lead time prior to shipment of systems generally results
in a minimal backlog of systems orders. As of December 31, 1997, the Company and
its subsidiaries had a systems backlog of $39,900,000, compared to $17,900,000
as of December 31, 1996, and $11,600,000 as of December 31, 1995. All of the
backlog at December 31, 1997 is scheduled to be shipped in 1998. There can be no
assurance that any such orders will not be canceled or rescheduled. Because of
the possibility of customer changes in delivery schedules or cancellation of
orders, the Company's backlog as of any particular date may not be indicative of
actual revenues for any future period.
 
    Because of the short length of its contracts for many of its services, and
the contingencies related to valuation of its billing verification contracts,
the Company has not historically valued its backlog of service revenues.
 
                                       8
<PAGE>
COMPETITION
 
    The market for voice processing systems is highly competitive and includes
numerous suppliers of hardware and software of varying specifications. The
Company's competition includes a number of companies for whom voice processing
systems are their primary business, including Comverse Technology, Edify,
InterVoice, Periphonics and Syntellect, and other voice processing system
manufacturers. In addition, the Company competes with larger companies, such as
Digital, Glenayre, IBM and Lucent Technologies, for whom voice processing is a
small portion of their overall business. Because there are no significant
technological barriers to entry into these markets, many small companies also
offer competing products. In addition, as the Company's markets continue to
grow, increasing numbers of applications will be introduced by existing and new
competition.
 
    The Company believes that the principal factors affecting competition in the
market for voice processing systems are ease of use, flexibility, reliability,
overall technical performance, price and customer service, and that the Company
competes favorably as to these factors.
 
    The market for telecommunications management services such as those provided
by the Company is extremely fragmented, and competitors range from small
start-up companies who compete on a local basis, to large, nationally-known
firms such as AT&T, Electronic Data Systems and IBM. The Company competes with
the small local companies on the basis of its well recognized client base,
general reputation, credibility with telecommunications vendors and proven
methodology. The Company believes these factors enable it to compete effectively
against these competitors. Large firms such as AT&T, Electronic Data Systems and
IBM often attempt to capture an organization's entire telecommunications-related
activities. The Company, on the other hand, limits its products and services to
those in which it has particular expertise, and believes that its software
resources and the abilities of its personnel enable it to compete favorably with
these companies.
 
    The Company expects that additional competition will develop, and such
competition may include large companies with substantially greater financial,
marketing and technical resources than those available to the Company. Such
competition could adversely affect the revenues and operating results of the
Company.
 
SOFTWARE PROTECTION, SERVICE MARKS AND PATENTS
 
    The Company regards its software as proprietary and has implemented measures
of both a legal and practical nature to ensure that the software retains that
status. The Company derives considerable practical protection for its software
by licensing only the object code to customers and keeping the source code
confidential. In addition, by licensing the software rather than transferring
title, the Company in most cases has been able to incorporate restrictions in
licensing agreements which impose limitations on disclosure and transferability
of the software. No determination has yet been made, however, as to the legal or
practical enforceability of these restrictions or the extent of customer
liability for violations.
 
    Like many other companies in the industry, the Company does not have patent
protection for its software. However, protection against unauthorized copying of
the source and object code portions of the software is sought through reliance
upon copyright laws. Despite these protections, competitors may be able to copy
aspects of the Company's products or to obtain information which the Company
regards as trade secret.
 
                                       9
<PAGE>
    The Company has periodically received, and may receive in the future,
communications from third parties asserting patent rights or copyrights on
certain of the Company's products and product features. The Company believes
that its products and other proprietary rights do not infringe the proprietary
rights of third parties. There can be no assurance, however, that third parties
will not assert infringement claims against the Company in the future, or that
any such claims will not require the Company to enter into license arrangements
or result in protracted and costly litigation, regardless of the merits of such
claims. There also can be no assurance that the Company will be able to obtain
licenses to disputed third party technology or that such licenses, if available,
would be available on commercially reasonable terms.
 
    The Company has registered with the United States Patent and Trademark
Office trademarks on Brite & Design, CityLine, TeleCare, VoiceSelect, Cellular
Information Network, Voice Directories, Real Estate Hotline, TeleRent,
TeleSchool, BriteMail, Value Added Classifieds, BriteFax, BriteDebit,
BriteConnect, AppConnect, M-Cubed, Perception, Fraud-Chek, Write-1, Giving Voice
to Information, and Bringing People and Information Together.
 
EXECUTIVE OFFICERS
 
    The executive officers of the Company, their ages and the period during
which each has served in his present office are as follows:
 
    David S. Gergacz (48) joined the Company in December 1996 as President and
Chief Executive Officer and was named to the additional position of Chairman of
the Board in January 1998. Prior to joining the Company, Mr. Gergacz served as
president and chief executive officer of Cincinnati Bell Telephone from
September 1995 to October 1996. From April 1993 to August 1995 he was president
and chief executive officer of Rogers Cantel Communications, Canada's leading
provider of wireless communications, cable television, long distance, publishing
and television and radio. From 1991 to 1993 he served as president and chief
executive officer of Boston Technology. He has also held many management
positions with companies in the telecommunications industry, including Sprint,
Bell Laboratories, AT&T and NYNEX. Mr. Gergacz has been a member of Brite's
board of directors since 1994.
 
    Gerald V. Butler (57) has served as Senior Vice President of Worldwide
Operations since April 1997 and, as Executive Vice President of Engineering and
Worldwide Operations from May 1996 to April 1997. Mr. Butler joined the Company
in November 1994 as Senior Vice President at the Company's Canton facility. From
1992 until joining the Company in 1994, Mr. Butler operated Business Basics, a
project and data management consulting service. Mr. Butler served as president
of the systems integration business unit of Prime/Computervision from 1988 to
1992, as president and chief executive officer of Culler Scientific from 1984 to
1988, and as vice president of computer special systems at Digital Equipment
Corp. from 1979 to 1984.
 
    Garrett Digman (49) became Vice President of Marketing in October 1997. From
May 1995 until joining Brite, he served as president of Kinetic Technologies, a
telecommunications consulting firm specializing in development of the
infrastructure for PCS deployment. From 1992 to 1995, Mr. Digman was General
Manager of North American Operations for GPT Video Systems.
 
    Glenn A. Etherington (43) has served as Chief Financial Officer of the
Company since August 1988. He was treasurer from August 1988 until August 1993,
and has been secretary since August 1993. From April 1984 until joining the
Company, he served in various capacities including vice president of finance,
controller and treasurer of American City Business Journals, Inc., a publisher
of weekly business newspapers. Mr. Etherington is a certified public accountant.
 
    Victoria C. Farris (41) has served as Vice President of Finance and
Treasurer since September 1995. From 1988 until 1995 she was general manager of
Sun Publications in Overland Park, Kansas, a publisher of community newspapers.
From 1985 until 1988, she was controller of American City Business Journals, a
publisher of weekly business newspapers. Ms. Farris is a certified public
accountant.
 
                                       10
<PAGE>
    Stuart Hallam (51) joined the Company as Chief Executive Officer for Europe
in 1995 and in 1997 assumed additional responsibilities for the Middle East and
Africa. Mr. Hallam previously served as the United Kingdom's managing director
of the Large Systems division of Alcatel Business Systems Group from January
1994 until joining Brite. Prior to Alcatel, Mr. Hallam held senior positions
with GPT, a Siemens/GEC company (formerly Plessey) from March 1993 to January
1994, and Phillips Business Communications, where he was managing director.
 
    Christine King (53) joined the Company in April 1997 as Senior Vice
President of Product Development and Program Management. She has over 20 years
of international experience in the management of large telecommunications
programs, most recently with Rogers Cantel, Canada's national cellular service
provider, from April 1994 to April 1997. From 1992 to February 1994, she served
as vice president of program management for Boston Technology.
 
    Sam Kline (48) joined the Company in April 1997 as Senior Vice President of
Engineering and Software Development. Prior to joining the Company, Mr. Kline
served as vice president of business development for Science Applications
International Corporation from March 1996 to March 1997 and as president of
Frakir Telcom Consulting from February 1993 to March 1996. Prior to 1993, Mr.
Kline held various engineering and management positions at New England
Telephone, GTE's Atlantic Operation and Boston Technology.
 
    Brian Klumpp (57) was named Senior Vice President of Human Resources and
Corporate Communications for the Company in March 1997. Prior to joining Brite,
Mr. Klumpp served as chief executive officer and chairman of AWPI, a high
technology water purifying company from December 1993 to 1997 and chief
executive officer and chairman of Pawnee Industries, a diversified manufacturer
of plastics from 1988 to 1993.
 
    Scott A. Maltz (41) became Vice President/General Manager of the Company's
TSL Division in April 1997. Mr. Maltz was appointed Executive Vice President of
Strategy and Business Development in June 1996, having served as Vice President
and a Director of the Company since August 1995, immediately following the
Company's acquisition of the TSL Companies. Mr. Maltz was a co-founder of TSL
(West) in 1989 and served as its president until the merger. Prior to joining
TSL, Mr. Maltz was employed by Bain & Company, a management consulting firm
where he consulted with clients in the telecommunications, financial services
and personal computer industries.
 
    Ray S. Naeini (47) joined the Company in December 1995 as Vice President of
Advanced Technologies and now serves as Vice President/General Manager of
Network Products. Mr. Naeini has 22 years of experience in the
telecommunications, voice processing and the computer industry, most recently
with Intellicall from 1991 to December 1995, and has held various senior
business executive and chief technology positions with Northern Telecom, Bell
Northern Research, Honeywell and Network Assess Corp.
 
    Donald R. Walsh (61) joined the Company as Executive Vice President in
August 1990 and became Executive Vice President of Business Systems in January
1998. From 1987 to August 1990, he served as president of the Information
Services subsidiary of Philadelphia Suburban Corporation. Prior to 1987 he was
employed by IBM, where he held several management positions, primarily relating
to sales and marketing.
 
    The Company's executive officers are elected by, and serve at the discretion
of, the Board of Directors.
 
                                       11
<PAGE>
EMPLOYEES
 
    As of December 31, 1997, the Company and its subsidiaries had 681 employees,
of which 646 were full-time employees. Of the full-time employees, there were
411 located in the United States, and 235 located in either Europe, the Middle
East, Africa or Singapore.
 
    The Company believes that future growth is dependent in large part on its
ability to attract and retain key management, technical and sales personnel. The
Company has never had a work stoppage, no employees are represented by a labor
organization and the Company considers its employee relations to be good.
 
                                       12
<PAGE>
ITEM 2.  PROPERTIES
 
    The Company owns its building in Wichita, Kansas, which contains 40,000
square feet and houses its network products research and engineering staff.
Other facilities are leased by either the Company or, in foreign countries,
certain of its subsidiaries, as follows:
 
<TABLE>
<CAPTION>
LOCATION                      SQUARE FEET                         USE                            LEASE EXPIRES
----------------------------  -----------  --------------------------------------------------  ------------------
<S>                           <C>          <C>                                                 <C>
Heathrow, Florida                 31,083   corporate headquarters housing administrative,      May 2002
                                             sales and marketing activities
 
Heathrow, Florida                 33,107   engineering and customer support activities         May 2003
 
Canton, Massachusetts             42,600   administrative, research and engineering, and       March 2003
                                             manufacturing facilities
 
New York, New York                10,000   office space which serves as primary base of        August 2006
                                             operations for East Coast telecommunications
                                             management services
 
Parsippany, New Jersey             8,500   certain data processing operations                  November 2002
 
San Francisco, California          4,000   office space for the Company's West Coast           December 1999
                                             telecommunications management services
 
Manchester, England               27,000   administrative, engineering and manufacturing       December 2002
                                             facilities, and the sales and marketing
                                             departments of BVSGL
 
Cambridge, England                10,200   administrative offices                              September 2001
 
Wiesbaden, Germany                 5,500   office space for administrative and sales staff     September 2001
 
Rome, Italy                          700   office space for administrative and sales staff     March 2001
 
Glattbrugg, Switzerland            2,500   office space for administrative and sales staff     September 1999
 
Singapore                          1,350   office space for administrative and sales staff     January 1999
</TABLE>
 
    The Company maintains regional sales and support offices in North Olmsted,
Ohio; Newington, Connecticut; Orange, Connecticut; Pittsburgh, Pennsylvania;
Framingham, Massachusetts; Allendale, Michigan; Temecula, California; Gold
River, California; New Brighton, Minnesota; Woodstock, Georgia; Winston-Salem,
North Carolina; Charlotte, North Carolina; Carrollton, Texas; Plano, Texas; and
Denton, Texas. These facilities are generally subject to short-term leases of
one year or less.
 
ITEM 3.  LEGAL PROCEEDINGS
 
    The Company is subject to claims and litigation from time to time arising in
the normal operation of its business. Management believes that the ultimate
resolution of any pending claim will not result in any material loss to the
Company.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
    No information is required in response to this Item, as no matter was
submitted to a vote of the registrant's security holders during the fourth
quarter of the fiscal year covered by this report.
 
                                       13
<PAGE>
                                    PART II
 
ITEM 5.  MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
    The Company's common stock is traded on the Nasdaq Stock Market under the
symbol BVSI. Prices per share reflected in the following table represent the
range of high and low sales prices reported by the Nasdaq Stock Market for the
quarters indicated.
 
<TABLE>
<CAPTION>
                                                                             HIGH        LOW
                                                                           ---------  ---------
<S>                                                                        <C>        <C>
1997
March 31.................................................................  $   18.00  $   10.50
June 30..................................................................      10.88       6.75
September 30.............................................................      11.63       7.00
December 31..............................................................      12.25       8.38
 
1996
March 31.................................................................  $   19.00  $   10.50
June 30..................................................................      27.38      17.38
September 30.............................................................      22.50      10.63
December 31..............................................................      16.38      10.88
</TABLE>
 
    Since becoming a public company in 1989, the Company has not paid cash
dividends on its common stock, and does not plan to pay cash dividends to its
stockholders in the near future. The Company is not bound by any contractual
terms that prohibit or restrict the payment of dividends; however, the Company
presently intends to retain its earnings to finance future growth of its
business.
 
    As of February 20, 1998, the Company had 461 stockholders of record,
excluding individual participants in security position listings.
 
    On December 12, 1997, the Company and AT&T Corp. ("AT&T") entered into a
Purchase Agreement pursuant to which AT&T will purchase from the Company certain
telecommunications products, software and services over a period of up to four
years. As partial consideration for the Agreement, AT&T acquired a warrant to
purchase up to 1,400,000 shares of the Company's common stock at an exercise
price of $11.00 per share, subject to adjustment under certain circumstances.
The warrant was issued in a transaction negotiated by the Company and AT&T and
is believed to be exempt from the registration provisions of the Securities Act
of 1933 under Section 4(2) thereof.
 
                                       14
<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA
 
    The following table contains certain selected financial data which should be
read in conjunction with the Company's financial statements and notes thereto
and with Management's Discussion and Analysis of Financial Condition and Results
of Operations. The selected financial data have been derived from the financial
statements of the Company audited by Arthur Andersen LLP, independent public
accountants, except for the balance sheet and statement of operations data as of
and for the years ended December 31, 1994 and 1993. The balance sheet and
statement of operations data as of and for the years ended December 31, 1994 and
1993 have been restated by the Company to reflect the TSL Merger, and are
derived from the financial statements of the Company audited by Arthur Andersen
LLP and the financial statements of the TSL Companies as of and for the years
ended December 31, 1994 and 1993, audited by Ernst & Young LLP, independent
accountants.
 
<TABLE>
<CAPTION>
                                                                                  YEARS ENDED DECEMBER 31,
                                                            --------------------------------------------------------------------
                                                                1997          1996          1995          1994          1993
                                                            ------------  ------------  ------------  ------------  ------------
                                                                           (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                         <C>           <C>           <C>           <C>           <C>
STATEMENT OF OPERATIONS DATA:
  Revenues................................................  $    119,849  $    110,409  $     97,078  $     79,940  $     56,412
  Operating income (loss).................................        (8,584)       11,699         5,708         6,005        (1,606)
  Net income (loss).......................................        11,682         8,555         3,950         4,425        (1,303)
  Diluted earnings (loss) per share.......................           .97           .71           .33           .38          (.12)
  Weighted average shares used in computation.............        12,068        12,127        11,922        11,526        11,068
 
BALANCE SHEET DATA:
  Working capital.........................................  $     51,046  $     37,558  $     26,934  $     23,772  $     20,918
  Total assets............................................       105,030        74,882        58,832        51,888        41,328
  Long term debt..........................................       --            --            --            --              1,040
  Stockholders' equity....................................        70,114        54,181        40,446        35,547        29,655
</TABLE>
 
    The 1997 results included a pre-tax gain of $29,091,000 relating to the sale
of the Company's electronic publishing business, which was consummated on
October 30, 1997, and restructuring, relocation and reengineering charges of
$10,980,000. The 1995 results include costs associated with the acquisition of
the TSL Companies of $8,670,000.
 
                                       15
<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
 
FORWARD-LOOKING STATEMENTS
 
    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-K report, may contain certain
"forward-looking" information, as that term is defined by the Private Securities
Litigation Reform Act of 1995 (the "Act"). The words "expects," "anticipates,"
"believes" and similar words generally signify a "forward-looking" statement.
These forward-looking statements are made pursuant to the safe harbor provisions
of the Act. The reader is cautioned that all forward-looking statements are
necessarily speculative and that there are certain risks and uncertainties that
could cause actual events or results to differ materially from those referred to
in such forward-looking statements. Such risks and uncertainties include those
inherent generally in the voice processing and telecommunications consulting
industries, such as product demand, pricing, market acceptance, reliance on
significant customers, intellectual property rights, risks in product and
technology developments, and other risk factors detailed in the section below
entitled "Certain Factors to be Considered". The Company undertakes no
obligation to publicly revise any forward-looking statement due to changes in
circumstances after the date of this report, or to reflect the occurrence of
unanticipated events.
 
RESULTS OF OPERATIONS
 
    The Company derives revenue from the sale of voice processing and call
processing systems to domestic and international customers and the provision of
services related to the operation of these systems, as well as the provision of
telecommunications management services. The Company's systems products can be
divided into two categories: those that increase its customers' revenues through
increased subscription or user fees ("network systems"), and those that reduce
customers' costs or improve the efficiency of services provided to end user
customers ("business systems").
 
    Total revenues increased $9,440,000, or 8.6%, in 1997 and increased
$13,331,000, or 13.7%, in 1996. The increase in 1997 was due primarily to
increased system sales to new and existing customers, as well as increases in
managed services and service contract and repair revenue. The increase in 1996
was due primarily to increased system sales as well as an increase in service
contract and repair revenue, offset by a decrease in managed services.
 
    Systems revenues increased $5,364,000, or 8.4%, for the year ended December
31, 1997 and increased $11,283,000, or 21.4%, for the year ended December 31,
1996. Network systems revenues increased while business systems revenues
decreased as shown in the following table:
 
<TABLE>
<CAPTION>
                                                                        SYSTEMS REVENUES                % INCREASE (DECREASE)
                                                                    YEAR ENDED DECEMBER 31,
                                                            ----------------------------------------  --------------------------
                                                                1997          1996          1995          1997          1996
                                                            ------------  ------------  ------------     ------        -----
                                                                         (IN THOUSANDS)
<S>                                                         <C>           <C>           <C>           <C>           <C>
Business Systems..........................................  $     22,948  $     27,480  $     23,647         (16.5)%         16.2%
Network Systems...........................................        46,396        36,500        29,050          27.1%         25.6%
                                                            ------------  ------------  ------------
Total.....................................................  $     69,344  $     63,980  $     52,697           8.4%         21.4%
                                                            ------------  ------------  ------------
                                                            ------------  ------------  ------------
</TABLE>
 
    Business systems revenue consists principally of sales of interactive voice
response ("IVR"), audiotex or electronic publishing, and small voice messaging
systems for use in conjunction with a corporation's PBX. The decrease of
$4,532,000, or 16.5%, for the year ended December 31, 1997 was primarily due to
a reduction in the number of systems shipped to new and existing customers. The
Company believes this decline is primarily due to delays in purchasing upgrades
by existing customers for the Company's IVR equipment, the discontinuation of
sales of small voice messaging systems during late 1996, and to a decline
 
                                       16
<PAGE>
in sales of the Company's audiotex systems. The Company believes that many of
its audiotex customers have shifted their emphasis from audiotex to Internet or
other on-line systems and services, and that future sales of audiotex systems
will become increasingly more difficult to obtain. The Company's decision to
discontinue sales of its customer premises voice messaging systems was based
primarily upon the Company's small market share for this type of system and the
increasing cost of remaining competitive in the voice messaging marketplace. The
Company has elected to concentrate its efforts on the IVR and CTI markets, which
the Company believes have the best potential for future growth in both the
domestic and international marketplace. The increase of $3,833,000, or 16.2%,
for the year ended December 31, 1996 was primarily due to continued expansion of
the voice processing market as these types of systems have become a more
accepted means of disseminating information to callers.
 
    Network systems revenues, consisting of sales of network-based voice
messaging systems, voice activated dialing and prepaid calling systems,
increased $9,896,000, or 27.1%, for the year ended December 31, 1997 and
$7,450,000, or 25.6%, for the year ended December 31, 1996. These increases are
due primarily to continued purchases by existing customers, as well as expansion
of the Company's customer base in the European and Pacific Rim markets. The
Company believes that international markets are behind the United States in
terms of market penetration of voice processing systems and intends to devote
additional resources to exploit these markets.
 
    The Company's systems sales are dependent upon continued orders by existing
customers, orders from new customers and development of new products. There can
be no assurance that the Company will be able to increase or maintain its market
share in the future or to sustain recent growth rates.
 
    Services revenues increased $4,076,000, or 8.8%, for the year ended December
31, 1997 and increased $2,048,000, or 4.6%, for the year ended December 31,
1996, principally due to increased service contract and repair revenues. The
breakdown of services revenues is shown in the following table:
 
<TABLE>
<CAPTION>
                                                                       SERVICES REVENUES                % INCREASE (DECREASE)
                                                                    YEAR ENDED DECEMBER 31,
                                                            ----------------------------------------  --------------------------
                                                                1997          1996          1995          1997          1996
                                                            ------------  ------------  ------------     ------        ------
                                                                         (IN THOUSANDS)
<S>                                                         <C>           <C>           <C>           <C>           <C>
Telecommunication management services.....................  $     16,476  $     16,243  $     15,791           1.4%          2.9%
Service contract and repair...............................        15,343        13,407        11,065          14.4%         21.2%
Managed services..........................................        13,769        11,058        12,280          24.5%        (10.0)%
Information services......................................         4,917         5,721         5,245         (14.1)%          9.1%
                                                            ------------  ------------  ------------
Total.....................................................  $     50,505  $     46,429  $     44,381           8.8%          4.6%
                                                            ------------  ------------  ------------
                                                            ------------  ------------  ------------
</TABLE>
 
    Telecommunications management services consists of three principal products:
software and managed services, professional services and billing verification
services. Revenues increased $233,000, or 1.4%, for the year ended December 31,
1997 and $452,000, or 2.9%, for the year ended December 31, 1996. Software and
managed services revenues increased by $2,098,000, or 44.3%, for the year ended
December 31, 1997, and $1,463,000, or 44.7%, for the year ended December 31,
1996, primarily due to an increase in the number of customers utilizing the
Company's software services. Professional services revenues increased
$1,112,000, or 23.4%, for the year ended December 31, 1997 and decreased
$461,000, or 8.9%, for the year ended December 31, 1996. Professional services
increased in 1997 due primarily to the greater focus on providing operations
management. Billing verification revenues decreased $2,977,000, or 44.1%, for
the year ended December 31, 1997, and $550,000, or 7.5%, for the year ended
December 31, 1996. The Company's billing verification revenues are characterized
by a small number of large refunds, the timing of which is difficult to predict.
The decline in revenues for 1997 and 1996 reflect the lack of large refunds
similar to those received during 1995. Because these large refunds have
relatively low incremental costs of sale, the presence or absence of such
refunds has a significant affect on the Company's financial
 
                                       17
<PAGE>
performance. The Company continues to pursue large billing verification
contracts, but is unable to predict the success of its efforts in this area. The
Company is currently evaluating the strategic significance of its
telecommunications management business, and because of the inconsistent results
experienced during the last twelve months, may choose to sell or otherwise
dispose of all or a portion of this business.
 
    Service contract and repair revenue increased $1,936,000, or 14.4%, for the
year ended December 31, 1997 and $2,342,000, or 21.2%, for the year ended
December 31, 1996. The increases are due primarily to an increase in the
installed base of customers who subscribe to quarterly or annual maintenance
contracts.
 
    Managed services revenues have consisted of the following products or
service lines during the three years ended December 31, 1997:
 
    - Person-to-Person voice personals
 
    - 900 voice personals
 
    - Electronic publishing services
 
    - TeleRent
 
    - Enhanced network services
 
    The fluctuations in revenue are primarily the result of the discontinuation
of the Person-to-Person product at the end of the third quarter in 1995 and the
sale of the "900 voice personals" product line in July 1996. As a result of the
sale of its electronic publishing and information services business on October
30, 1997, managed services in 1998 will consist primarily of TeleRent services
and enhanced network services.
 
    Information services revenue decreased $804,000, or 14.1%, for the year
ended December 31, 1997 compared to an increase of $476,000, or 9.1%, for the
year ended December 31, 1996. Information services revenue was minimal during
the fourth quarter of 1997 due to the sale of certain of the assets of the
electronic publishing business which was consummated on October 30, 1997. The
Company will record no revenue from information services in 1998.
 
    Cost of systems sales increased $4,278,000, or 15.4%, for the year ended
December 31, 1997 and $4,920,000, or 21.6%, for the year ended December 31,
1996. As a percentage of systems sales, actual costs increased to 46.2% in 1997,
compared to 43.3% for both 1996 and 1995. Actual costs increased due primarily
to an increase in the number of systems shipped by the Company. The increases as
a percentage of revenues are due primarily to an increase in pass-through sales,
a decline in software content and a greater presence of international sales,
which have historically had lower gross margins than domestic sales.
 
    Cost of services increased $4,893,000, or 20.5%, for the year ended December
31, 1997 and $1,622,000, or 7.3%, for the year ended December 31, 1996. As a
percentage of services revenues, costs increased to 57.0% in 1997, compared to
51.4% in 1996 and 50.1% in 1995. These increases were due primarily to an
expansion of the infrastructure of the telecommunications management services
business. The decline in margins was due principally to a shift in the revenue
mix from predominantly billing verification revenue to lower margin software and
managed services and professional services revenue.
 
    Research and engineering expenses increased $1,795,000, or 16.0%, for the
year ended December 31, 1997 and $2,721,000, or 31.9%, for the year ended
December 31, 1996. The increases in expenditures are due to an increase in staff
dedicated to designing new products and enhancing existing products. As a
percentage of revenue, these expenses increased to 10.9% in 1997, compared to
10.2% in 1996 and 8.8% in 1995. The Company's annual expense budgeting is based
upon projected resources needed to support anticipated revenues during future
periods, and is relatively fixed in the short term. As a result, expenditures as
a percentage of revenue may be impacted by short-term revenue fluctuations. The
Company believes that it must continue to increase spending on research and
engineering activities in absolute terms
 
                                       18
<PAGE>
in order to remain competitive in the voice processing market. Such expenses
could continue to increase as a percentage of revenues as well.
 
    Selling, general and administrative expenses increased $7,777,000, or 21.7%,
for the year ended December 31, 1997 and $6,707,000, or 23.0%, for the year
ended December 31, 1996. The increases in expenditures during both periods are
primarily the result of actions taken throughout 1996 to increase sales and
marketing activities in Europe, including the expansion of the European sales
and marketing staff, the addition of offices in France and the Netherlands, and
the relocation of the Company's Manchester, England facility in October 1996.
Expenditures related to these activities affected expense levels for all of 1997
compared to only a portion of the year during 1996. As a percentage of revenues,
these expenses increased to 36.4% in 1997, compared to 32.5% in 1996 and 30.0%
in 1995. The Company is continuing to expand its international and domestic
sales and marketing efforts.
 
    The Company has recorded charges of $10,980,000 for the year ended December
31, 1997, related to the restructuring of the Company's operations and the
relocation of its headquarters to Heathrow, Florida. Included in the charge was
approximately $3,327,000 in asset impairments as a result of the Company's
decision to discontinue certain product lines and abandon certain assets, and
the reevaluation of the net realizable value of certain intangible assets. The
Company also recorded severance costs of approximately $1,614,000 relating to
the elimination of certain product lines, the closing of its Dallas, Texas
facility and the transfer of certain functions from its facilities in Wichita,
Kansas and Canton, Massachusetts to its new headquarters in Heathrow. Concurrent
with the restructuring, the Company initiated a process reengineering effort
which led to the selection and commencement of implementation of certain new
management information systems for which the Company has recorded charges of
approximately $2,718,000. Additionally, costs consisting principally of moving
expenses, temporary labor and travel amounted to approximately $3,321,000 during
the year ended December 31, 1997.
 
    The effective income tax rate for the year ended December 31, 1997 was
42.4%, compared to 27.9% in 1996 and 35.9% in 1995. The variances from the
expected combined statutory rate for 1997 is due primarily to the provision for
state income taxes and utilization of certain credit carryforwards. The variance
from the expected combined statutory rate in 1996 and 1995 was primarily due to
a reduction of the Company's deferred tax valuation allowance, and utilization
of net operating losses and credit carryforwards acquired through the Company's
1993 merger with Perception Technology Corporation.
 
    On October 30, 1997, the Company consummated the sale of certain assets used
in its electronic publishing business for $35,000,000 in cash. The business sold
includes: i) the management of audiotex systems installed on customers'
premises; ii) the creation and transmission by satellite of information for
access by telephone callers; iii) the creation and provision of a variety of
information for yellow pages publishers over the Internet; iv) the sale of
advertising sponsorships to various categories of audiotex information made
available through yellow pages publishers' audiotex systems; and v) advertiser
management services provided on behalf of yellow pages publishers whereby
advertising entities are contacted from an outbound call center for periodic
updating of their audiotex sponsorships and advertisements.
 
    The Company elected to sell this business because it believed that, while
profitable, the growth prospects for electronic publishing were limited.
Further, the Company intends to focus on fewer, but larger market opportunities
in the voice processing industry. Finally, the Company was able to use the
proceeds to retire all of its short-term debt and significantly increase working
capital and stockholders' equity. Revenues associated with this business were
$11,200,000 for the year ended December 31, 1997, and are included under
services revenues in the accompanying financial statements.
 
CERTAIN FACTORS TO BE CONSIDERED
 
    The Company has historically operated with very little backlog. There are no
long-term supply agreements with customers and, as a result, revenues in any
quarter are dependent upon orders that are received and shipped during the
quarter. Further, a large percentage of any quarter's system shipments are
 
                                       19
<PAGE>
recorded in the last month of the quarter. Consequently, quarterly revenues and
operating results will depend on the volume and timing of new orders received
during a quarter, which are difficult to predict. Failure to receive adequate
amounts of new orders could adversely affect revenues and operating results, and
such shortfalls may not be known until very late in any quarter.
 
    The Company faces a number of risks in conducting its international business
that do not affect its domestic business, including greater concentration of
business with fewer customers, longer payment cycles, greater difficulty in
accounts receivable collection and difficulty in staffing and managing foreign
subsidiary operations. Installation of the Company's products outside the United
States requires that the Company conform to local telephone and electrical
regulations. The Company has traditionally relied on its suppliers to obtain the
necessary registrations in order for the Company to install products within
specific countries. There can be no assurance that these factors will not have
an adverse impact on the Company's future international sales or operating
results.
 
    The voice processing industry is subject to rapid technological change,
including continuing improvements in hardware and software performance. In order
to maintain its competitive position, the Company must continually release new
products and develop enhancements and new features for its existing products on
a timely basis. There can be no assurance that the Company will be successful in
developing and marketing, on a timely basis, product modifications or
enhancements, or new products that respond to technological advances by others,
or that such new or enhanced products or features will adequately and
competitively address the needs of the marketplace. Because of the increasing
complexity of the Company's products, these efforts can be expected to continue
to increase in technical difficulty. Moreover, the Company must manage product
transitions successfully, since announcements or introductions, or the
perception that such events are likely to occur, by either the Company or its
competitors, could adversely affect sales of existing products.
 
    On December 18, 1997, the Company announced that it had signed an agreement
with AT&T Corp. to provide enhanced telecommunications products. The initial
order under this contract was for approximately $25 million, and represents the
largest single contract in the Company's history. Fulfillment of this contract
is expected to begin during the second quarter of 1998 and will require
extensive software development, integration and testing. The success of this
project is largely dependent upon the Company's ability to hire and retain the
personnel necessary to complete the development. The contract provides for
substantial financial penalties in the event that the product is not timely
delivered, causes a network outage or fails to meet service availability
requirements. Therefore, the failure of the Company to fulfill its obligations
under this contract would be expected to materially and adversely affect the
Company's operating results and financial condition. Further, the magnitude of
the development required may preclude the Company from completing other
development activities that may be planned.
 
    The Company is in the process of developing a plan to identify and resolve
all of the Company's issues relating to the "Millennium Bug". This issue arises
because of date sensitive software programs which use two digits to define the
applicable year, resulting in interpretation of a date using "00" as the year
1900 rather than 2000. This could result in miscalculations or a major system
failure.
 
    This issue affects the Company's internal information systems and could
impact software systems sold and delivered to customers. During 1997, the
Company began the conversion of its accounting, inventory, manufacturing control
and human resources systems to a "Year 2000" compliant system. The Company
anticipates that this process will be completed during 1998. Concurrently, the
Company will conduct a review of all of its software systems and products
provided to customers to determine what impact this issue will have on products
currently being produced, as well as those systems that have been sold during
the last several years. The Company believes that the products it sells will not
require significant modification in order to become Year 2000 compliant and that
the costs to do so will not be material. However, if such modifications and
conversions are not made, or not completed in a timely manner, this issue could
materially and adversely affect the Company's operating results and financial
condition.
 
                                       20
<PAGE>
    On October 30, 1997, the Company sold certain assets used in its electronic
publishing business because the Company believed that the potential revenue and
earnings growth in this business was smaller than for other opportunities
available to the Company. The electronic publishing business represented a large
part of the Company's earnings in 1996 and 1997, and because the business sold
was primarily recurring service revenues, was much more predictable than many of
the other businesses in which the Company engages. The Company has elected to
focus on the CTI/IVR and enhanced network services markets which, while offering
more growth potential, also subject the Company to greater volatility and
unpredictability in the Company's operating results.
 
    The Company's success is largely dependent upon its ability to attract and
retain qualified employees, especially technical employees and executives. There
exists substantial competition for highly qualified personnel and there can be
no assurance that the Company will be successful in hiring and retaining the
required personnel. The Company has experienced some attrition in its work force
as a result of the relocation of its headquarters to Heathrow.
 
    For quality control, ease of development and purchasing efficiencies, the
Company has elected to purchase components from one supplier. Although the
Company has been able to obtain supplies of these components in a timely manner,
the interruption in supply of any of these components could have an adverse
impact on the Company's revenues and operating results. While the Company
believes that other suppliers could provide required components in the event of
an interruption in supply, a change in suppliers could cause a delay in
manufacturing and a possible loss of sales, which would adversely affect
operating results.
 
    The Company has periodically received, and may receive in the future,
communications from third parties asserting patent rights or copyrights on
certain of the Company's products and product features. The Company believes
that its products and other proprietary rights do not infringe the proprietary
rights of third parties. There can be no assurance, however, that third parties
will not assert infringement claims against the Company in the future, or that
any such claims will not require the Company to enter into license arrangements
or result in protracted and costly litigation, regardless of the merits of such
claims. There also can be no assurance that the Company will be able to obtain
licenses to disputed third party technology or that such licenses, if available,
would be available on commercially reasonable terms.
 
    The market for the Company's stock is highly volatile. Any variance in
operating results from analysts' expectations or changes in estimated results by
industry analysts could have an adverse affect on the trading price of the
Company's common stock in a given period. Furthermore, in recent years the
market prices of securities of many high technology companies have experienced
extreme fluctuations, in many cases for reasons unrelated to the operating
performance of the specific companies. These broad market fluctuations may
adversely affect the market price of the Company's common stock.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    As of December 31, 1997, the Company had a current ratio of 2.5 to 1, and
working capital of $51,046,000, compared to a current ratio of 2.8 to 1 and
working capital of $37,558,000 at December 31, 1996.
 
    Cash flows from operating activities utilized net cash of $10,181,000 for
the year ended December 31, 1997, principally due to the restructuring,
relocation and reengineering activities undertaken during the year, and
increases in accounts receivable and inventory. The increase in accounts
receivable was due to a greater proportion of sales to international customers,
which typically have longer payment and collection cycles. The increase in
inventory was primarily due to an increase in purchased parts in anticipation of
increased system sales. These activities were funded primarily through
borrowings against the Company's bank line of credit.
 
                                       21
<PAGE>
    On October 30, 1997, the Company consummated the sale of certain assets of
its electronic publishing division. Proceeds from the sale were $35,000,000, a
portion of which was used to retire the short-term borrowings under the
Company's line of credit. The remainder of the funds was added to working
capital and will be used for general corporate purposes. The Company also
received an initial payment of $9,000,000 under a contract entered into with
AT&T in late 1997. As a result of these transactions, the Company's cash and
cash equivalents increased from $8,084,000 at December 31, 1996, to $26,979,000
at December 31, 1997.
 
    The Company regularly invests excess funds in short-term securities, such as
bankers' acceptances, government obligations and variable rate demand notes,
having maturities up to one year. Management believes that restricting
investments to these types of securities maximizes financial flexibility and
minimizes exposure to interest rate and market risks. The Company utilizes these
investments as a source of liquidity, to the extent that cash requirements
exceed short-term cash receipts.
 
    The Company maintains a $10,000,000 unsecured line of credit that is used
from time to time to fund short-term cash requirements. There were no borrowings
outstanding under the line as of December 31, 1997.
 
    In February 1998, the Company signed a lease for 33,107 square feet of
office space located at 701 International Parkway, Heathrow, Florida. The lease
commences on April 1, 1998 and expires on May 31, 2003. Annualized lease
payments will be approximately $630,000. The Company has no other significant
capital commitments not reflected in the accompanying financial statements and
believes that current working capital, funds provided from future operations,
and its current line of credit will be sufficient to fund the Company's capital
requirements for at least the next twelve months.
 
INFLATION
 
    Inflation has not had a material impact on the Company's results of
operations. Because of the competitive nature of the computer industry, the
costs of parts used in the Company's products have remained relatively stable.
However, should inflation rise to higher levels, the Company believes that such
inflationary costs would be passed on to customers by both the Company and its
competition.
 
                                       22
<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                            ---------
<S>                                                                                                         <C>
Report of Independent Public Accountants..................................................................         24
Consolidated Balance Sheets as of December 31, 1997 and 1996..............................................         25
Consolidated Statements of Income for the Years Ended
  December 31, 1997, 1996 and 1995........................................................................         26
Consolidated Statements of Stockholders' Equity for the
  Years Ended December 31, 1997, 1996 and 1995............................................................         27
Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1997, 1996 and 1995........................................................................         28
Notes to Consolidated Financial Statements................................................................         29
Supplemental Schedules:
  Schedule II--Valuation and Qualifying Accounts..........................................................         40
</TABLE>
 
Note: Schedules not listed above have been omitted because the information
      required to be set forth therein is not applicable or is included in the
      Financial Statements or notes thereto.
 
                                       23
<PAGE>
                              ARTHUR ANDERSEN LLP
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors of
 
Brite Voice Systems, Inc.:
 
    We have audited the accompanying consolidated balance sheets of Brite Voice
Systems, Inc., (a Kansas corporation) and subsidiaries as of December 31, 1997
and 1996, and the related consolidated statements of income, stockholders'
equity and cash flows for each of the three years in the period ended December
31, 1997. These financial statements and the schedule referred to below are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.
 
    We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
    In our opinion, the financial statements referred to above present fairly in
all material respects, the financial position of Brite Voice Systems, Inc. and
subsidiaries as of December 31, 1997 and 1996, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.
 
    Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index to the
financial statements is presented for purposes of complying with the Securities
and Exchange Commission's rules and is not a required part of the basic
financial statements. This information has been subjected to the auditing
procedures applied in our audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
 
                                          Arthur Andersen LLP
 
Kansas City, Missouri,
February 10, 1998
 
                                       24
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
                          CONSOLIDATED BALANCE SHEETS
 
                           DECEMBER 31, 1997 AND 1996
 
                                     ASSETS
 
<TABLE>
<CAPTION>
                                                                                               1997        1996
                                                                                            ----------  ----------
                                                                                                (IN THOUSANDS,
                                                                                              EXCEPT SHARE DATA)
<S>                                                                                         <C>         <C>
CURRENT ASSETS
  Cash and cash equivalents...............................................................  $   26,979  $    8,084
  Accounts receivable, less allowance for doubtful accounts:
    1997--$1,366; 1996--$471..............................................................      36,457      35,067
  Inventories (Note 4)....................................................................      13,788      12,507
  Prepaid expenses and other (Note 7).....................................................       8,738       2,601
                                                                                            ----------  ----------
    Total Current Assets..................................................................      85,962      58,259
                                                                                            ----------  ----------
PROPERTY AND EQUIPMENT
  Land, building and improvements.........................................................       3,074       3,074
  Furniture and equipment.................................................................      17,319      23,430
                                                                                            ----------  ----------
                                                                                                20,393      26,504
  Less accumulated depreciation...........................................................      (7,163)    (12,204)
                                                                                            ----------  ----------
                                                                                                13,230      14,300
                                                                                            ----------  ----------
OTHER ASSETS (Note 3).....................................................................       5,838       2,323
                                                                                            ----------  ----------
    TOTAL ASSETS..........................................................................  $  105,030  $   74,882
                                                                                            ----------  ----------
                                                                                            ----------  ----------
 
                                       LIABILITIES AND STOCKHOLDERS' EQUITY
 
CURRENT LIABILITIES
  Accounts payable........................................................................  $   10,552  $   10,539
  Accrued salaries and wages..............................................................       2,975       1,974
  Other accrued expenses..................................................................       3,578       1,512
  Deferred revenue........................................................................       5,022       2,063
  Customer deposits.......................................................................      11,530       3,526
  Income taxes payable....................................................................       1,259       1,087
                                                                                            ----------  ----------
    Total Current Liabilities.............................................................      34,916      20,701
                                                                                            ----------  ----------
COMMITMENTS AND CONTINGENCIES (Notes 6 and 10)............................................      --          --
 
STOCKHOLDERS' EQUITY (Note 8)
  Preferred stock, no par value; authorized 10,000,000 shares; none outstanding...........      --          --
  Common stock, no par value; authorized 30,000,000 shares; outstanding 1997--12,032,280
    shares; 1996--11,829,595 shares.......................................................      43,714      38,417
  Retained earnings.......................................................................      26,620      14,938
  Cumulative foreign currency translation adjustment......................................        (220)        826
                                                                                            ----------  ----------
    Total Stockholders' Equity............................................................      70,114      54,181
                                                                                            ----------  ----------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..........................................  $  105,030  $   74,882
                                                                                            ----------  ----------
                                                                                            ----------  ----------
</TABLE>
 
                       See Notes to Financial Statements
 
                                       25
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
                       CONSOLIDATED STATEMENTS OF INCOME
 
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
 
<TABLE>
<CAPTION>
                                             1997        1996        1995
                                          ----------  ----------  ----------
                                          (IN THOUSANDS, EXCEPT SHARE DATA)
<S>                                       <C>         <C>         <C>
REVENUES
  Systems...............................  $   69,344  $   63,980   $  52,697
  Services..............................      50,505      46,429      44,381
                                          ----------  ----------  ----------
                                             119,849     110,409      97,078
                                          ----------  ----------  ----------
COSTS AND EXPENSES
  Cost of sales:
    Systems.............................      32,007      27,729      22,809
    Services............................      28,764      23,871      22,249
  Research and engineering..............      13,036      11,241       8,520
  Selling, general and administrative...      43,646      35,869      29,162
  Restructuring, relocation and
    reengineering (Note 10).............      10,980      --          --
  Merger and other costs (Notes 2 and
    3)..................................      --          --           8,630
                                          ----------  ----------  ----------
                                             128,433      98,710      91,370
                                          ----------  ----------  ----------
INCOME (LOSS) FROM OPERATIONS...........      (8,584)     11,699       5,708
                                          ----------  ----------  ----------
OTHER INCOME (EXPENSE)
  Gain on sale of electronic publishing
    assets (Note 2).....................      29,091      --          --
  Interest income.......................         537         432         265
  Interest expense......................        (566)        (80)        (18)
  Other, net............................        (198)       (192)        205
                                          ----------  ----------  ----------
                                              28,864         160         452
                                          ----------  ----------  ----------
INCOME BEFORE INCOME TAXES..............      20,280      11,859       6,160
 
INCOME TAX PROVISION (Note 7)...........       8,598       3,304       2,210
                                          ----------  ----------  ----------
NET INCOME..............................  $   11,682  $    8,555   $   3,950
                                          ----------  ----------  ----------
                                          ----------  ----------  ----------
BASIC EARNINGS PER SHARE (Note 1).......  $     0.98  $     0.73   $    0.35
                                          ----------  ----------  ----------
                                          ----------  ----------  ----------
DILUTED EARNINGS PER SHARE (Note 1).....  $     0.97  $     0.71   $    0.33
                                          ----------  ----------  ----------
                                          ----------  ----------  ----------
</TABLE>
 
                       See Notes to Financial Statements
 
                                       26
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
 
<TABLE>
<CAPTION>
                                                                                            CUMULATIVE
                                                                                              FOREIGN
                                                                                             CURRENCY
                                                                       COMMON    RETAINED   TRANSLATION
                                                                        STOCK    EARNINGS   ADJUSTMENT     TOTAL
                                                                      ---------  ---------  -----------  ---------
                                                                                     (IN THOUSANDS)
<S>                                                                   <C>        <C>        <C>          <C>
Balance, December 31, 1994..........................................  $  33,404  $   2,358   $    (215)  $  35,547
  Net income........................................................     --          3,950      --           3,950
  Issuance of shares for pooling transaction........................          1         75      --              76
  Issuance of common stock..........................................        733     --          --             733
  Non-qualified stock option compensation...........................          5     --          --               5
  Tax benefit of stock option transactions..........................        234     --          --             234
  Foreign currency translation adjustment...........................     --         --             (99)        (99)
                                                                      ---------  ---------  -----------  ---------
Balance, December 31, 1995..........................................     34,377      6,383        (314)     40,446
  Net income........................................................     --          8,555      --           8,555
  Issuance of common stock..........................................      3,970     --          --           3,970
  Tax benefit of stock option transactions..........................         70     --          --              70
  Foreign currency translation adjustment...........................     --         --           1,140       1,140
                                                                      ---------  ---------  -----------  ---------
Balance, December 31, 1996..........................................     38,417     14,938         826      54,181
  Net income........................................................     --         11,682      --          11,682
  Issuance of common stock..........................................      1,197     --          --           1,197
  Stock warrant.....................................................      4,042     --          --           4,042
  Tax benefit of stock option transactions..........................         58     --          --              58
  Foreign currency translation adjustment...........................     --         --          (1,046)     (1,046)
                                                                      ---------  ---------  -----------  ---------
Balance, December 31, 1997..........................................  $  43,714  $  26,620   $    (220)  $  70,114
                                                                      ---------  ---------  -----------  ---------
                                                                      ---------  ---------  -----------  ---------
</TABLE>
 
                       See Notes to Financial Statements
 
                                       27
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
 
<TABLE>
<CAPTION>
                                                                                      1997       1996       1995
                                                                                   ----------  ---------  ---------
                                                                                            (IN THOUSANDS)
<S>                                                                                <C>         <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income.....................................................................  $   11,682  $   8,555  $   3,950
  Items not requiring (providing) cash:
    Depreciation and amortization................................................       3,943      3,845      3,677
    (Gain) loss on disposition of assets.........................................     (29,568)       162     --
    Non-qualified stock option compensation......................................      --         --              5
    Restructuring and reengineering charges......................................       6,114     --         --
  Changes in:
    Accounts receivable..........................................................      (2,365)    (5,437)    (9,006)
    Inventories..................................................................      (2,341)    (1,364)    (2,231)
    Accounts payable and accrued expenses........................................         (26)     1,127      1,955
    Other current assets and liabilities.........................................       2,380      1,273      1,132
                                                                                   ----------  ---------  ---------
      Net cash provided by (used in) operating activities........................     (10,181)     8,161       (518)
                                                                                   ----------  ---------  ---------
 
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment, net........................................      (4,714)    (6,421)    (5,600)
  Proceeds from sale of property.................................................      35,016        411     --
  Proceeds from maturity of temporary investments................................      --         --          8,580
  Purchase of temporary investments..............................................      --         --         (3,379)
  Increase (decrease) in other assets............................................      (1,588)      (756)        29
  Net cash received from business acquisitions...................................      --         --             44
                                                                                   ----------  ---------  ---------
      Net cash provided by (used in) investing activities........................      28,714     (6,766)      (326)
                                                                                   ----------  ---------  ---------
 
CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock.......................................................         827      3,970        733
  Proceeds from shareholder loans................................................      --         --          2,267
  Principal payments on debt.....................................................      --           (551)    (4,428)
                                                                                   ----------  ---------  ---------
      Net cash provided by (used in) financing activities........................         827      3,419     (1,428)
                                                                                   ----------  ---------  ---------
 
EFFECT OF EXCHANGE RATE CHANGES ON CASH..........................................        (465)      (135)       (99)
                                                                                   ----------  ---------  ---------
 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.................................      18,895      4,679     (2,371)
 
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR.....................................       8,084      3,405      5,776
                                                                                   ----------  ---------  ---------
 
CASH AND CASH EQUIVALENTS, END OF YEAR...........................................  $   26,979  $   8,084  $   3,405
                                                                                   ----------  ---------  ---------
                                                                                   ----------  ---------  ---------
</TABLE>
 
                       See Notes to Financial Statements
 
                                       28
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
 
NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
NATURE OF BUSINESS AND PRINCIPLES OF CONSOLIDATION
 
    Brite Voice Systems, Inc. (the "Company" or "Brite") designs, integrates,
assembles, markets and supports voice processing systems and services which
incorporate audiotex, voice processing, voice recognition, voice/facsimile
messaging and interactive computer applications into customized market
solutions. The Company also offers a broad array of telecommunications
consulting services.
 
    The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant inter-company accounts and
transactions have been eliminated in consolidation.
 
ESTIMATES
 
    The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Significant
estimates included in these financial statements include allowances for
uncollectible accounts and obsolete inventory, and warranty and other accrued
liabilities.
 
CASH AND CASH EQUIVALENTS
 
    Cash and cash equivalents include cash investments with an original maturity
of three months or less.
 
INVENTORIES
 
    Inventories are stated at the lower of cost or market. Cost is determined
using the first-in, first-out method and includes the cost of materials, direct
labor and manufacturing overhead. Provision is made for obsolete or slow moving
items where appropriate.
 
PROPERTY AND EQUIPMENT
 
    Property and equipment are stated at cost. Depreciation is computed using
the straight-line method over the estimated useful lives of the assets which
range from three to 10 years for furniture and equipment and 35 years for
buildings and improvements.
 
RESEARCH AND ENGINEERING
 
    Costs associated with internal development of new products or enhancements
of existing products are expensed as incurred because the marketability of such
products is not determinable until substantially all the costs are incurred.
 
REVENUE RECOGNITION
 
    Revenues from the sale of systems generally are recognized upon shipment.
Software revenue is recognized in accordance with the American Institute of
Certified Public Accountants ("AICPA") Statement of Position ("SOP") 91-1,
Software Revenue Recognition. Revenues from maintenance contracts for installed
systems are recognized ratably over the service period. Revenues from service
bureau operations
 
                                       29
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
 
NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
and consulting services are recognized when the services are provided. Revenues
from billing verification services are recognized when claim proceeds are
received from the telecommunications provider.
 
    During 1997, the AICPA issued SOP 97-2, Software Revenue Recognition, which
is effective for transactions entered into in fiscal years beginning after
December 15, 1997, and supersedes SOP 91-1. Management does not anticipate that
the implementation of the guidance set forth in SOP 97-2 will have a material
impact on its current revenue recognition policies.
 
CREDIT RISK
 
    The Company extends unsecured credit to customers throughout the United
States and in certain foreign countries.
 
INCOME TAXES
 
    The Company accounts for income taxes using an asset and liability approach
which requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been recognized in the
Company's financial statements or tax returns. In estimating future tax
consequences, the Company considers all expected future events other than
enactments of changes in the tax law or rates. Changes in tax laws or rates will
be recognized in the years in which they occur. (See Note 7.)
 
FOREIGN CURRENCY TRANSLATION ADJUSTMENT
 
    Financial statements of the Company's foreign subsidiaries have been
translated into U.S. dollars at current and average exchange rates. Resulting
translation adjustments are recorded as a separate component of stockholders'
equity. Any transaction gains or losses are included in the accompanying
consolidated statements of income.
 
REENGINEERING COSTS
 
    The Company accounts for costs incurred on business process reengineering
and information technology transformation in accordance with Emerging Issues
Task Force ("EITF") Issue No. 97-13, "Accounting for Costs Incurred in
Connection with a Consulting Contract or an Internal Project that Combines
Business Process Reengineering and Information Technology Transformation. EITF
Issue No. 97-13 requires that the costs of business process reengineering
activities be expensed as incurred.
 
EARNINGS PER SHARE
 
    The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 128 "Earnings Per Share" in 1997. The Company
adopted the new standard in 1997 and restated all prior-period earnings per
share data presented. Diluted earnings per share includes the effects of common
stock equivalents to the extent that they are dilutive.
 
                                       30
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
 
NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    Following is a reconciliation of the weighted average shares used to compute
basic and diluted earnings per share (in thousands):
 
<TABLE>
<CAPTION>
                                                                       YEAR ENDED DECEMBER 31,
                                                                   -------------------------------
                                                                     1997       1996       1995
                                                                   ---------  ---------  ---------
<S>                                                                <C>        <C>        <C>
Basic weighted average shares outstanding........................     11,865     11,717     11,441
Options..........................................................        203        410        484
                                                                   ---------  ---------  ---------
Diluted weighted average shares outstanding......................     12,068     12,127     11,925
                                                                   ---------  ---------  ---------
                                                                   ---------  ---------  ---------
</TABLE>
 
ACCOUNTING FOR STOCK OPTIONS
 
    The Financial Accounting Standards Board issued SFAS No. 123, "Accounting
for Stock Based Compensation". The Company has continued to record compensation
expense in accordance with APB No. 25. The Company has adopted SFAS No. 123 by
making the required pro forma disclosures. (See Note 8).
 
NOTE 2:  ACQUISITIONS AND DISPOSITIONS
 
    Effective August 9, 1995, the Company issued 3,331,000 shares of its common
stock for all of the outstanding common stock of Telecom Services Limited
(U.S.), Inc., Telecom Services Limited (West), Inc., TSL Software Services,
Inc., and TSL Management Group, Inc. (collectively the "TSL Companies" or "TSL")
and the TSL Companies were merged into the Company (the "TSL Merger"). The TSL
Merger has been accounted for as a pooling of interests and, accordingly, the
Company's consolidated financial statements have been restated for all periods
prior to the acquisition to include the results of operations, financial
position and cash flows of the TSL Companies.
 
    Prior to the TSL Merger, the TSL Companies elected to be taxed as S
corporations under the Internal Revenue Code. This election eliminates federal
income taxes at the corporate level, as a result of which the TSL Companies'
profits were included in the income tax returns of their stockholders for all
periods through the date of the TSL Merger. Accordingly, the TSL Companies
distributed the majority of their taxable earnings in the form of additional
compensation to officers and stockholders. Distributions in excess of the salary
and bonus amounts contracted for in the employment agreements entered into
between the Company and certain of the TSL stockholders, were $4,303,000 for the
period ended August 8, 1995. No adjustments have been made to the provision for
income taxes to reflect the impact had the TSL Companies been subject to federal
income taxes as the adjustment is immaterial. Merger costs of $3,509,000,
consisting of brokerage, legal and other professional fees associated with the
consummation of the TSL Merger, were charged to expense during 1995. Also
included in Merger and other costs in 1995 was $818,000, representing prepaid
royalties and the net book value of certain equipment related to the
discontinuation of one of the Company's product lines at the time of the TSL
Merger.
 
    On October 30, 1997, the Company consummated the sale of certain assets used
in its electronic publishing business for $35,000,000 in cash. The business sold
includes: i) the management of audiotex systems installed on customers'
premises; ii) the creation and transmission by satellite of information for
access by telephone callers; iii) the creation and provision of a variety of
information for yellow pages publishers over the Internet; iv) the sale of
advertising sponsorships to various categories of audiotex
 
                                       31
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
 
NOTE 2:  ACQUISITIONS AND DISPOSITIONS (CONTINUED)
information made available through yellow pages publishers' audiotex systems;
and v) advertiser management services provided on behalf of yellow pages
publishers whereby advertising entities are contacted from an outbound call
center for periodic updating of their audiotex sponsorships and advertisements.
The Company recorded a gain on the sale of $29,091,000.
 
NOTE 3:  OTHER ASSETS
 
    Other Assets consist of the following (in thousands):
 
<TABLE>
<CAPTION>
                                                                               1997       1996
                                                                             ---------  ---------
<S>                                                                          <C>        <C>
Goodwill...................................................................  $     322  $     898
Deferred tax asset.........................................................        961        581
Stock warrant (Note 8).....................................................      4,042     --
Prepaid licenses and other.................................................        819      1,289
                                                                             ---------  ---------
                                                                                 6,144      2,768
Accumulated amortization...................................................       (306)      (445)
                                                                             ---------  ---------
                                                                             $   5,838  $   2,323
                                                                             ---------  ---------
                                                                             ---------  ---------
</TABLE>
 
    Goodwill and other intangible assets are being amortized using the
straight-line method over the estimated useful lives of the assets or the
specific contract term, which range from three to 10 years. Amortization expense
was $149,000, $248,000 and $619,000 in 1997, 1996 and 1995, respectively.
 
NOTE 4:  INVENTORIES
 
    Inventories consist of the following (in thousands):
 
<TABLE>
<CAPTION>
                                                                            1997       1996
                                                                          ---------  ---------
<S>                                                                       <C>        <C>
Purchased parts.........................................................  $   5,417  $   4,060
Work in progress........................................................      5,401      5,581
Finished goods..........................................................      2,970      2,866
                                                                          ---------  ---------
                                                                          $  13,788  $  12,507
                                                                          ---------  ---------
                                                                          ---------  ---------
</TABLE>
 
NOTE 5:  LINE OF CREDIT
 
    The Company maintains a $10,000,000 unsecured line of credit that is used
from time to time to fund short-term cash requirements. The agreement stipulates
annual reviews are to be made on June 30 of each year. Borrowings bear interest
at 30 days LIBOR plus 100 basis points, with no commitment fee required. There
were no borrowings outstanding under the line as of December 31, 1997.
 
                                       32
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
 
NOTE 6:  LEASES
 
    The Company leases office space under noncancelable agreements expiring at
various times through 2006. Future minimum rental payments under these operating
leases are as follows (in thousands):
 
<TABLE>
<S>                                                                   <C>
1998................................................................  $   2,011
1999................................................................      1,647
2000................................................................      1,521
2001................................................................      1,436
2002................................................................      1,025
Thereafter..........................................................      2,162
                                                                      ---------
                                                                      $   9,802
                                                                      ---------
                                                                      ---------
</TABLE>
 
    Rent expense under the above agreements was $2,295,000, $1,544,000 and
$1,023,000 for the years ended December 31, 1997, 1996 and 1995, respectively.
 
NOTE 7:  INCOME TAXES
 
    The income tax provision includes the following (in thousands):
 
<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31,
                                                                 -------------------------------
                                                                   1997       1996       1995
                                                                 ---------  ---------  ---------
<S>                                                              <C>        <C>        <C>
Taxes currently payable:
  Federal......................................................  $   8,465  $   2,971  $   1,804
  State........................................................      1,860        591        355
  Foreign......................................................        (37)       791        651
Deferred taxes.................................................     (1,690)    (1,049)      (600)
                                                                 ---------  ---------  ---------
                                                                 $   8,598  $   3,304  $   2,210
                                                                 ---------  ---------  ---------
                                                                 ---------  ---------  ---------
</TABLE>
 
    United States income taxes have not been provided on the cumulative
undistributed earnings of the Company's foreign subsidiaries of $4,021,000 at
December 31, 1997. It is intended that these earnings will be permanently
invested in operations outside the United States.
 
                                       33
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
 
NOTE 7:  INCOME TAXES (CONTINUED)
    A reconciliation of income tax expense at the statutory rate to income tax
expense at the Company's effective rate, is as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                                                  -------------------------------
                                                                    1997       1996       1995
                                                                  ---------  ---------  ---------
<S>                                                               <C>        <C>        <C>
Tax expense at the statutory rate...............................  $   7,098  $   4,075  $   2,095
Effect of foreign tax rates.....................................        (84)        50          8
Increase (decrease) in taxes resulting from:
  Merger costs..................................................     --         --          1,130
  State income taxes, net of federal benefit....................      1,451        390        234
  Foreign sales corporation benefit.............................        (25)       (34)       (54)
  Utilization of net operating loss carryforward................         --         --       (321)
  Utilization of credit carryforwards...........................         67        (48)      (278)
  Reduction of valuation allowance..............................         --     (1,049)      (600)
  Other permanent differences...................................         91        (80)        (4)
                                                                  ---------  ---------  ---------
                                                                  $   8,598  $   3,304  $   2,210
                                                                  ---------  ---------  ---------
                                                                  ---------  ---------  ---------
</TABLE>
 
    Deferred taxes are determined based on the estimated future tax effect of
differences between the financial statement and tax bases of assets and
liabilities given the provisions of the enacted tax laws. Deferred taxes consist
of the following (in thousands):
 
<TABLE>
<CAPTION>
                                                                               1997       1996
                                                                             ---------  ---------
<S>                                                                          <C>        <C>
Current deferred taxes
  Gross assets.............................................................  $   2,454  $   1,144
  Gross liabilities........................................................     --         --
                                                                             ---------  ---------
                                                                             $   2,454  $   1,144
                                                                             ---------  ---------
                                                                             ---------  ---------
Noncurrent deferred taxes
  Gross assets.............................................................  $     961  $   1,036
  Gross liabilities........................................................     --           (455)
                                                                             ---------  ---------
                                                                             $     961  $     581
                                                                             ---------  ---------
                                                                             ---------  ---------
</TABLE>
 
                                       34
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
 
NOTE 7:  INCOME TAXES (CONTINUED)
    The tax effect of significant temporary differences representing deferred
tax assets and liabilities is as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                               1997       1996
                                                                             ---------  ---------
<S>                                                                          <C>        <C>
Federal regular tax operating loss, research and development credit,
  investment tax credit and alternative minimum tax credit carryforwards...  $  --      $     719
Depreciation...............................................................       (413)      (455)
Inventory obsolescence reserve.............................................        484        389
Allowance for doubtful accounts............................................        502        151
Accrued vacation pay.......................................................        311        290
Transition reserve.........................................................        989     --
Covenant not to compete....................................................      1,121     --
Other, net.................................................................        421        631
                                                                             ---------  ---------
Net deferred taxes.........................................................  $   3,415  $   1,725
                                                                             ---------  ---------
                                                                             ---------  ---------
</TABLE>
 
NOTE 8:  STOCKHOLDERS' EQUITY
 
    The Company has four stock option plans: the 1994 Employee Stock Purchase
Plan (the "Stock Purchase Plan"), the 1984 Incentive Stock Option Plan (the
"1984 Option Plan"), the 1994 Stock Option Plan (the "1994 Option Plan"), and
the 1990 Non-Employee Director Stock Option Plan (the "Director Stock Option
Plan").
 
STOCK PURCHASE PLAN
 
    In 1994, the Board of Directors and stockholders approved the Stock Purchase
Plan. Under the Stock Purchase Plan, up to 200,000 shares of common stock of the
Company may be sold to employees. Eligible employees may authorize payroll
deductions of up to 10 percent of their compensation to purchase shares at the
lower of 85 percent of the fair market value of the common stock as of the date
of grant (first day of an offering period) or the last day of the six-month
offering period. The semi-annual offerings commenced on July 1, 1994. No
employee may purchase shares under the Stock Purchase Plan, in any one year,
having a fair market value on the offering date of more than $25,000, nor may an
employee purchase more than 500 shares in any offering period. During 1997,
63,216 shares were purchased at the weighted average fair value of $6.91. On
December 31, 1997, there were 36,487 shares reserved for issuance under the
Plan.
 
STOCK OPTIONS
 
    In 1994, the Board of Directors and stockholders approved the 1994 Option
Plan. A maximum of 1,000,000 shares of common stock was approved under the 1994
Option Plan. During 1997, the Board of Directors and stockholders approved an
additional 1,000,000 shares of common stock that may be issued. Options are
granted by the Board of Directors at prices not less than fair market value as
of the date of grant, generally have a four-year vesting period and expire 10
years after the date of grant. At December 31, 1997, a total of 877,649 shares
were available for future grants under the 1994 Option Plan. In addition,
options covering 500,000 shares were granted to an executive of the Company
during 1996, of
 
                                       35
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
 
NOTE 8:  STOCKHOLDERS' EQUITY (CONTINUED)
which 100,000 shares vested immediately, with the remaining shares vesting over
a three year period. In May 1997, options covering 300,000 of these shares were
cancelled and were replaced by a new grant covering 300,000 shares at $8.50 per
share, the fair market value on the date of the grant.
 
    The 1984 Option Plan terminated on December 31, 1994, except as to
unexercised options remaining outstanding.
 
    The Director Stock Option Plan provides for the granting of options to
purchase up to 150,000 shares of common stock. Options under this plan are to be
granted at prices not less than fair market value as of the date of the grant,
and have a three year vesting period. At December 31, 1997, there were options
granted to purchase 71,500 shares of common stock at prices ranging from $6.00
to $18.50 per share. At December 31, 1997, 41,000 shares were exercisable.
 
    Information regarding all outstanding stock options is as follows:
 
<TABLE>
<CAPTION>
                                                 1997                      1996                      1995
                                       ------------------------  ------------------------  ------------------------
                                         SHARES     WTD AVG EX     SHARES     WTD AVG EX     SHARES     WTD AVG EX
                                         (000S)        PRICE       (000S)        PRICE       (000S)        PRICE
                                       -----------  -----------  -----------  -----------  -----------  -----------
<S>                                    <C>          <C>          <C>          <C>          <C>          <C>
Outstanding, beginning of year.......       2,162    $      13        1,249    $      12          904    $       9
Granted..............................         595            9        1,018           14          434           18
Exercised............................         (91)           5          (67)           7          (52)           6
Cancelled............................        (466)          14          (38)          13          (37)          11
                                            -----                     -----                     -----
Outstanding, end of year.............       2,200           12        2,162           13        1,249           12
                                            -----                     -----                     -----
                                            -----                     -----                     -----
Exercisable, end of year.............         965           12          913           10          752            8
                                            -----                     -----                     -----
                                            -----                     -----                     -----
</TABLE>
 
    The Company accounts for the stock options under APB No. 25, under which no
compensation expense has been recognized. Had compensation expense for these
plans been determined consistent with FASB Statement No. 123, the Company's net
income and earnings per share would have been reduced to the following pro forma
amounts:
 
<TABLE>
<CAPTION>
                                                          1997          1996          1995
                                                      ------------  ------------  ------------
<S>                                                   <C>           <C>           <C>
Net income..........................................  $  9,837,000  $  6,853,000  $  3,544,000
Basic earnings per share............................  $       0.83  $       0.58  $       0.31
Diluted earnings per share..........................  $       0.83  $       0.57  $       0.29
</TABLE>
 
    The resulting pro forma compensation expense for 1997, 1996 and 1995 may not
be representative of that to be expected in future years.
 
    The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 1997, 1996 and 1995, respectively: risk free
interest rates of 6.39, 5.92 and 6.50, expected lives of 5.30, 7.90 and 7.20 and
expected volatility of 65, 65 and 54 percent.
 
                                       36
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
 
NOTE 8:  STOCKHOLDERS' EQUITY (CONTINUED)
    The following table summarizes information about fixed stock options
outstanding at December 31, 1997:
 
<TABLE>
<CAPTION>
                                           OPTIONS OUTSTANDING                     OPTIONS EXERCISABLE
                            -------------------------------------------------  ----------------------------
                               NUMBER                             WEIGHTED        NUMBER        WEIGHTED
                             OUTSTANDING    WEIGHTED AVERAGE       AVERAGE      EXERCISABLE      AVERAGE
         RANGE OF               AS OF           REMAINING         EXERCISE         AS OF        EXERCISE
     EXERCISE PRICES          12/31/97      CONTRACTUAL LIFE        PRICE        12/31/97         PRICE
--------------------------  -------------  -------------------  -------------  -------------  -------------
<S>                         <C>            <C>                  <C>            <C>            <C>
          $ 1.250--$ 8.500       699,550             7.59         $    7.49        217,050      $    5.46
          $ 8.750--$11.875       712,455             7.45         $   10.66        226,035      $    9.84
          $12.000--$16.500       577,626             7.38         $   14.97        436,746      $   14.84
          $17.875--$20.000       210,600             7.32         $   19.60         84,800      $   19.61
                            -------------                                      -------------
          $ 1.250--$20.000     2,200,231             7.46         $   11.64        964,631      $   11.98
                            -------------                                      -------------
                            -------------                                      -------------
</TABLE>
 
STOCK WARRANT
 
    On December 12, 1997, the Company and AT&T Corp. ("AT&T") entered into a
Purchase Agreement pursuant to which AT&T will purchase from the Company certain
telecommunications products, software and services over a period of up to four
years. As partial consideration for the Agreement, AT&T acquired a warrant to
purchase up to 1,400,000 shares of the Company's common stock. One third of the
warrant was immediately exercisable, with an additional one third becoming
exercisable on the first and second anniversaries of this agreement. The warrant
has a term of three years from the date it becomes exercisable and has a strike
price of $11.00 per share. This warrant was valued at $4,042,000 using the
Black-Scholes option pricing model. A corresponding contra amount was recorded
in Other Assets, which will be written off in the form of a purchase discount as
systems and equipment are delivered to AT&T.
 
NOTE 9:  EMPLOYEE BENEFIT PLANS
 
    The Company sponsors defined contribution retirement plans which cover
substantially all of its employees in the United States and the United Kingdom.
Company contributions to the United Kingdom plan are based on the employee's
age, while contributions to the United States plan are a percentage of employee
contributions at rates determined by the Board of Directors of the Company.
Company contributions to these plans were $1,105,000, $835,000 and $493,000 for
the years ended December 31, 1997, 1996 and 1995, respectively.
 
NOTE 10:  RESTRUCTURING, RELOCATION AND REENGINEERING CHARGES
 
    The Company has recorded charges of $10,980,000 for the year ended December
31, 1997, related to the restructuring of the Company's operations and the
relocation of its headquarters to Heathrow, Florida. Included in the charge was
approximately $3,327,000 in asset impairments as a result of the Company's
decision to discontinue certain product lines and abandon certain assets, and
the reevaluation of the net realizable value of certain intangible assets. The
Company also recorded severance costs of approximately $1,614,000 relating to
the elimination of certain product lines, the closing of its Dallas, Texas
facility and the transfer of certain functions from its facilities in Wichita,
Kansas and Canton, Massachusetts to its new
 
                                       37
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
 
NOTE 10:  RESTRUCTURING, RELOCATION AND REENGINEERING CHARGES (CONTINUED)
headquarters in Heathrow. Concurrent with the restructuring, the Company
initiated a process reengineering effort which led to the selection and
commencement of implementation of certain new management information systems for
which the Company has recorded charges of approximately $2,718,000.
Additionally, costs consisting principally of moving expenses, temporary labor
and travel amounted to approximately $3,321,000 during the year ended December
31, 1997.
 
NOTE 11:  LEGAL PROCEEDINGS
 
    The Company is subject to claims and litigation from time to time arising in
the normal operation of its business. Management believes that the ultimate
resolution of any pending claim will not be material to the results of
operations or the financial position of the Company.
 
NOTE 12:  ADDITIONAL CASH FLOW INFORMATION
 
<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                                                  -------------------------------
                                                                    1997       1996       1995
                                                                  ---------  ---------  ---------
                                                                          (IN THOUSANDS)
<S>                                                               <C>        <C>        <C>
Interest paid...................................................  $     564  $      80  $     316
Income taxes paid, net..........................................     12,508      4,759      1,196
</TABLE>
 
NOTE 13:  FINANCIAL INFORMATION RELATING TO FOREIGN AND DOMESTIC OPERATIONS AND
EXPORT SALES
 
    Operations for the years ended December 31, 1997, 1996 and 1995 are as
follows (in thousands):
 
<TABLE>
<CAPTION>
                                                              1997        1996        1995
                                                           ----------  ----------  ----------
<S>                                                        <C>         <C>         <C>
Sales to:
  United States..........................................  $   82,232  $   79,675  $   76,028
  Europe.................................................      37,617      30,734      21,050
                                                           ----------  ----------  ----------
    Total................................................  $  119,849  $  110,409  $   97,078
                                                           ----------  ----------  ----------
                                                           ----------  ----------  ----------
Operating profit (loss):
  United States..........................................  $   12,031  $    8,714  $    3,465
  Europe.................................................        (349)      2,985       2,243
                                                           ----------  ----------  ----------
    Total................................................  $   11,682  $   11,699  $    5,708
                                                           ----------  ----------  ----------
                                                           ----------  ----------  ----------
Identifiable assets:
  United States..........................................  $   73,883  $   50,101  $   43,866
  Europe.................................................      31,147      24,781      14,966
                                                           ----------  ----------  ----------
    Total................................................  $  105,030  $   74,882  $   58,832
                                                           ----------  ----------  ----------
                                                           ----------  ----------  ----------
Export sales from United States..........................  $    7,113  $    8,355  $    6,090
                                                           ----------  ----------  ----------
                                                           ----------  ----------  ----------
</TABLE>
 
    One international customer represented 10% of total revenues in 1997 and
1996.
 
                                       38
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
 
NOTE 14:  UNAUDITED QUARTERLY FINANCIAL INFORMATION
 
<TABLE>
<CAPTION>
                                                                                     1997 QUARTER ENDED
                                                                        --------------------------------------------
                                                                         MARCH 31     JUNE 30   SEPT. 30    DEC. 31
                                                                        -----------  ---------  ---------  ---------
                                                                                       (IN THOUSANDS)
<S>                                                                     <C>          <C>        <C>        <C>
Revenues..............................................................   $  30,990   $  29,145  $  29,427  $  30,287
Income (loss) from operations.........................................       2,005      (7,296)    (1,406)    (1,886)
Net income (loss).....................................................       1,291      (4,876)      (968)    16,235
Basic earnings (loss) per common share................................        0.11       (0.41)     (0.08)      1.36
Diluted earnings (loss) per common share..............................        0.11       (0.41)     (0.08)      1.34
</TABLE>
 
    The 1997 results included a pre-tax gain of $29,091,000 relating to the sale
of the Company's electronic publishing business, which was consummated on
October 30, 1997, and restructuring, relocation and reengineering charges of
$10,980,000.
 
<TABLE>
<CAPTION>
                                                                                     1996 QUARTER ENDED
                                                                        --------------------------------------------
                                                                         MARCH 31     JUNE 30   SEPT. 30    DEC. 31
                                                                        -----------  ---------  ---------  ---------
                                                                                       (IN THOUSANDS)
<S>                                                                     <C>          <C>        <C>        <C>
Revenues..............................................................   $  25,848   $  28,667  $  25,356  $  30,538
Income from operations................................................       3,704       3,884      1,308      2,803
Net income............................................................       2,703       2,888        944      2,020
Basic earnings per common share.......................................        0.23        0.25       0.08       0.17
Diluted earnings per common share.....................................        0.23        0.24       0.08       0.17
</TABLE>
 
                                       39
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
                                  SCHEDULE II
 
                       VALUATION AND QUALIFYING ACCOUNTS
 
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                    BALANCE AT   CHARGED TO                  BALANCE AT
                                                                     BEGINNING    COSTS AND                    END OF
DESCRIPTION                                                          OF PERIOD    EXPENSES     DEDUCTIONS      PERIOD
------------------------------------------------------------------  -----------  -----------  -------------  -----------
<S>                                                                 <C>          <C>          <C>            <C>
Allowance for doubtful accounts:
  Year ended December 31, 1997....................................   $     471    $   1,296     $     401     $   1,366
  Year ended December 31, 1996....................................   $     481    $     429     $     439     $     471
  Year ended December 31, 1995....................................   $     844    $     317     $     680     $     481
 
Allowance for obsolete inventory:
  Year ended December 31, 1997....................................   $   1,415    $     750     $     406     $   1,759
  Year ended December 31, 1996....................................   $   1,069    $     625     $     279     $   1,415
  Year ended December 31, 1995....................................   $     666    $     635     $     232     $   1,069
</TABLE>
 
                                       40
<PAGE>
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE
 
    Not Applicable.
 
                                       41
<PAGE>
                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
    DIRECTORS
 
    The information concerning Directors of the Company required by Item 401 of
Regulation S-K will be contained in the Company's 1998 Proxy Statement under the
heading "Election of Directors", and is incorporated herein by reference.
 
    EXECUTIVE OFFICERS
 
    The information concerning executive officers of the Company required by
this Item is set forth in Item 1 hereof under the heading "Executive Officers".
 
ITEM 11.  EXECUTIVE COMPENSATION
 
    The information required by Item 402 of Regulation S-K will be contained in
the Company's 1998 Proxy Statement under the headings "Compensation of Directors
and Executive Officers", "Compensation Committee Interlocks and Insider
Participation", "Report of Compensation Committee on Executive Compensation" and
"Company Performance", and is incorporated herein by reference.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
    The information required by Item 403 of Regulation S-K will be contained in
the Company's 1998 Proxy Statement under the heading "Common Stock Ownership",
and is incorporated herein by reference.
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
    The information required by Item 404 of Regulation S-K will be contained in
the Company's 1998 Proxy Statement under the heading "Compensation Committee
Interlocks and Insider Participation", and is incorporated herein by reference.
 
                                       42
<PAGE>
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
 
    (a) The following documents are filed as part of this report:
 
(1) Financial Statements. The financial statements, notes and independent
    auditors' reports described in Item 8, to which reference is hereby made.
 
(2) Financial Statement Schedules. The financial statement schedules described
    in Item 8, to which reference is hereby made.
 
(3) Exhibits. The following exhibits:
 
<TABLE>
<CAPTION>
EXHIBIT
 NO.   DESCRIPTION
------ --------------------------------------------------------------------------
<C>    <S>
  2.1  Agreement and Plan of Reorganization and Merger dated May 24, 1995 by and
         among Brite Voice Systems, Inc., Telecom Services Limited (U.S.), Inc.,
         Telecom Services Limited (West), Inc., TSL Software Services, Inc., TSL
         Management Group, Inc. and Alan C. Maltz, Scott A. Maltz, Stephen B.
         Rockoff and Alan C. Maltz as custodian for Sari Maltz and Lori Maltz
         (incorporated by reference to Annex A to the Company's definitive proxy
         statement dated July 17, 1995).
 
  2.2  Asset Purchase Agreement dated September 23, 1997 between the Registrant
         and IT Network, Inc. (incorporated by reference to the Exhibit filed
         with the Registrant's Current Report on Form 8-K dated October 30,
         1997).
 
  2.3  Amendment to Asset Purchase Agreement dated October 7, 1997 between the
         Registrant and IT Network, Inc. (incorporated by reference to the
         Exhibit filed with the Registrant's Current Report on Form 8-K dated
         October 30, 1997).
 
  3.1  Restated Articles of Incorporation of the Registrant (incorporated by
         reference to the Exhibit filed with Registrant's Registration Statement
         on Form S-1, No. 33-29750).
 
  3.2  Bylaws of the Registrant (incorporated by reference to the Exhibit filed
         with Registrant's Registration Statement on Form S-1, No. 33-29750).
 
 10.1  Registrant's 1984 Incentive Stock Option Plan, as amended (incorporated by
         reference to the Exhibit filed with Registrant's Annual Report on Form
         10-K for the year ended December 31, 1991).
 
 10.2  1993 Amendments to the Registrant's 1984 Incentive Stock Option Plan
         (incorporated by reference to the Exhibit filed with Registrant's Annual
         Report filed on Form 10-K for the year ended December 31, 1993).
 
 10.3  Aircraft Lease Agreement between the Registrant and Brannan Leasing, Inc.
         dated November 10, 1992 (incorporated by reference to the Exhibit filed
         with the Registrant's Annual Report on Form 10-K for the year ended
         December 31, 1992).
 
 10.4  Registrant's 1990 Non-Employee Director Stock Option Plan dated February
         6, 1990 (incorporated by reference to the Exhibit filed with
         Registrant's Annual Report on Form 10-K for the year ended December 31,
         1989).
 
 10.5  Registrant's Amended and Restated Non-Employee Director Stock Option Plan
         (incorporated by reference to the Exhibit filed with the Registrant's
         Annual Report on Form 10-K for the year ended December 31, 1995).
</TABLE>
 
                                       43
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
 NO.   DESCRIPTION
------ --------------------------------------------------------------------------
<C>    <S>
 10.6  Office Lease Agreement between the Registrant and Heathrow Office Building
         Corporation dated April 16, 1997 pertaining to the Registrant's
         headquarters facility in Lake Mary, Florida (incorporated by reference
         to the Exhibit filed with the Registrant's Quarterly Report on Form 10-Q
         for the quarter ended March 31, 1997).
 
 10.7  First Amendment to Lease dated June 30, 1997 between the Registrant and
         Heathrow Office Building Corporation (incorporated by reference to the
         Exhibit filed with the Registrant's Quarterly Report on Form 10-Q for
         the quarter ended June 30, 1997).
 
 10.8  Sublease dated June 1, 1997 between the Registrant and Olsten Staffing
         Services, Inc. (incorporated by reference to the Exhibit filed with the
         Registrant's Quarterly Report on Form 10-Q for the quarter ended June
         30, 1997).
 
 10.9  Lease covering the Registrant's facility at Brook House, Park Road,
         Gatley, England dated June 24, 1996 (incorporated by reference to the
         Exhibit filed with the Registrant's Annual Report on Form 10-K for the
         year ended December 31, 1996).
 
 10.10 Lease covering the Registrant's facility at 40 Shawmut Road, Canton,
         Massachusetts, dated March 15, 1993 (incorporated by reference to the
         Exhibit filed with the Registrant's Annual Report on Form 10-K for the
         year ended December 31, 1993).
 
 10.11 Registrant's 1994 Stock Option Plan (incorporated by reference to the
         Exhibit filed with the Registrant's Annual Report on Form 10-K for the
         year ended December 31, 1994).
 
 10.12 Registrant's 1994 Employee Stock Purchase Plan (incorporated by reference
         to the Exhibit filed with the Registrant's Registration Statement on
         Form S-8, No. 33-80478).
 
 10.13 Stock Purchase Agreement between the Registrant and Perry E. Esping dated
         March 28, 1990 (incorporated by reference to the Exhibit filed with the
         Registrant's Annual Report on Form 10-K for the year ended December 31,
         1990).
 
 10.14 Employment Agreement dated December 4, 1996 between the Registrant and
         David S. Gergacz (incorporated by reference to the Exhibit filed with
         the Registrant's Annual Report on Form 10-K for the year ended December
         31, 1996).
 
 10.15 Stock Option Agreement dated May 13, 1997 between the Registrant and David
         S. Gergacz (incorporated by reference to the Exhibit filed with the
         Registrant's Quarterly Report on Form 10-Q for the quarter ended June
         30, 1997).
 
 10.16 Employment Agreement dated February 25, 1997 between the Registrant and
         Samuel J. Kline (incorporated by reference to the Exhibit filed with the
         Registrant's Quarterly Report on Form 10-Q for the quarter ended June
         30, 1997).
 
 10.17 Employment Agreement dated March 22, 1997 between the Registrant and
         Christine King (incorporated by reference to the Exhibit filed with the
         Registrant's Quarterly Report on Form 10-Q for the quarter ended June
         30, 1997).
 
 10.18 Employment Agreement dated March 27, 1997 between the Registrant and Brian
         Klumpp (incorporated by reference to the Exhibit filed with the
         Registrant's Quarterly Report on Form 10-Q for the quarter ended June
         30, 1997).
 
 10.19 Employment Agreement dated June 23, 1997 between the Registrant and Glenn
         A. Etherington (incorporated by reference to the Exhibit filed with the
         Registrant's Quarterly Report on Form 10-Q for the quarter ended June
         30, 1997).
 
 10.20 Amendment to Employment Agreement dated June 1, 1997 between the
         Registrant and Alan C. Maltz (incorporated by reference to the Exhibit
         filed with the Registrant's Quarterly Report on Form 10-Q for the
         quarter ended September 30, 1997).
</TABLE>
 
                                       44
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
 NO.   DESCRIPTION
------ --------------------------------------------------------------------------
<C>    <S>
 10.21 Employment Agreement dated July 1, 1997 between the Registrant and Donald
         R. Walsh (incorporated by reference to the Exhibit filed with the
         Registrant's Quarterly Report on Form 10-Q for the quarter ended
         September 30, 1997).
 
 10.22 Employment Agreement dated July 23, 1997 between the Registrant and Ray S.
         Naeini (incorporated by reference to the Exhibit filed with the
         Registrant's Quarterly Report on Form 10-Q for the quarter ended
         September 30, 1997).
 
 10.23 Agreement between the Registrant and AT&T Corp. dated December 12, 1997.
         Confidential treatment has been requested with respect to portions of
         this exhibit.
 
 10.24 Office Lease Agreement between the Registrant and 701 International
         Parkway Development Corporation dated March 3, 1998 covering the
         Registrant's facility in Heathrow, Florida.
 
 10.25 Agreement dated January 12, 1998 between the Registrant and Stanley G.
         Brannan.
 
 22.1  Subsidiaries of the Registrant.
 
 23.1  Consent of Arthur Andersen LLP.
 
 27    Financial Data Schedule
</TABLE>
 
    (b) Reports on Form 8-K.
 
    During the last quarter of the period covered by this Report, the Registrant
filed Current Reports on Form 8-K as follows:
 
    1.  Form 8-K dated October 30, 1997, wherein the Registrant reported the
       sale of certain assets relating to its electronic publishing business to
       IT Network, Inc.; and
 
    2.  Form 8-K dated December 15, 1997, wherein the Registrant announced the
       entering into of a Purchase Agreement with AT&T Corp. dated December 12,
       1997.
 
                                       45
<PAGE>
                                   SIGNATURES
 
    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
 
<TABLE>
<S>                             <C>  <C>
                                BRITE VOICE SYSTEMS, INC.
 
Dated: March 20, 1998           By:             /s/ DAVID S. GERGACZ
                                     -----------------------------------------
                                                  David S. Gergacz
                                              CHIEF EXECUTIVE OFFICER
 
                                By:           /s/ GLENN A. ETHERINGTON
                                     -----------------------------------------
                                                Glenn A. Etherington
                                              CHIEF FINANCIAL OFFICER
</TABLE>
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the dates indicated:
 
             NAME                         TITLE                    DATE
------------------------------  --------------------------  -------------------
 
     /s/ DAVID S. GERGACZ                                     March 20, 1998
------------------------------  Chairman of the Board, CEO
       David S. Gergacz           and President
 
    /s/ STANLEY G. BRANNAN                                    March 20, 1998
------------------------------  Director
      Stanley G. Brannan
 
     /s/ PERRY E. ESPING                                      March 20, 1998
------------------------------  Director
       Perry E. Esping
 
  /s/ C. MACKAY GANSON, JR.                                   March 20, 1998
------------------------------  Director
    C. MacKay Ganson, Jr.
 
   /s/ JOHN F. KELSEY, III                                    March 20, 1998
------------------------------  Director
     John F. Kelsey, III
 
      /s/ ALAN C. MALTZ                                       March 20, 1998
------------------------------  Director
        Alan C. Maltz
 
      /s/ SCOTT A. MALTZ                                      March 20, 1998
------------------------------  Director
        Scott A. Maltz
 
                                       46
<PAGE>
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
 EXHIBIT NO.   DESCRIPTION
-------------  -----------------------------------------------------------------------------------------------------
<C>            <S>
       2.1     Agreement and Plan of Reorganization and Merger dated May 24, 1995 by and among Brite Voice Systems,
                 Inc., Telecom Services Limited (U.S.), Inc., Telecom Services Limited (West), Inc., TSL Software
                 Services, Inc., TSL Management Group, Inc. and Alan C. Maltz, Scott A. Maltz, Stephen B. Rockoff
                 and Alan C. Maltz as custodian for Sari Maltz and Lori Maltz (incorporated by reference to Annex A
                 to the Company's definitive proxy statement dated July 17, 1995).
       2.2     Asset Purchase Agreement dated September 23, 1997 between the Registrant and IT Network, Inc.
                 (incorporated by reference to the Exhibit filed with the Registrant's Current Report on Form 8-K
                 dated October 30, 1997).
       2.3     Amendment to Asset Purchase Agreement dated October 7, 1997 between the Registrant and IT Network,
                 Inc. (incorporated by reference to the Exhibit filed with the Registrant's Current Report on Form
                 8-K dated October 30, 1997).
       3.1     Restated Articles of Incorporation of the Registrant (incorporated by reference to the Exhibit filed
                 with Registrant's Registration Statement on Form S-1, No. 33-29750).
       3.2     Bylaws of the Registrant (incorporated by reference to the Exhibit filed with Registrant's
                 Registration Statement on Form S-1, No. 33-29750).
      10.1     Registrant's 1984 Incentive Stock Option Plan, as amended (incorporated by reference to the Exhibit
                 filed with Registrant's Annual Report on Form 10-K for the year ended December 31, 1991).
      10.2     1993 Amendments to the Registrant's 1984 Incentive Stock Option Plan (incorporated by reference to
                 the Exhibit filed with Registrant's Annual Report filed on Form 10-K for the year ended December
                 31, 1993).
      10.3     Aircraft Lease Agreement between the Registrant and Brannan Leasing, Inc. dated November 10, 1992
                 (incorporated by reference to the Exhibit filed with the Registrant's Annual Report on Form 10-K
                 for the year ended December 31, 1992).
      10.4     Registrant's 1990 Non-Employee Director Stock Option Plan dated February 6, 1990 (incorporated by
                 reference to the Exhibit filed with Registrant's Annual Report on Form 10-K for the year ended
                 December 31, 1989).
      10.5     Registrant's Amended and Restated Non-Employee Director Stock Option Plan (incorporated by reference
                 to the Exhibit filed with the Registrant's Annual Report on Form 10-K for the year ended December
                 31, 1995).
      10.6     Office Lease Agreement between the Registrant and Heathrow Office Building Corporation dated April
                 16, 1997 pertaining to the Registrant's headquarters facility in Lake Mary, Florida (incorporated
                 by reference to the Exhibit filed with the Registrant's Quarterly Report on Form 10-Q for the
                 quarter ended March 31, 1997).
      10.7     First Amendment to Lease dated June 30, 1997 between the Registrant and Heathrow Office Building
                 Corporation (incorporated by reference to the Exhibit filed with the Registrant's Quarterly Report
                 on Form 10-Q for the quarter ended June 30, 1997).
      10.8     Sublease dated June 1, 1997 between the Registrant and Olsten Staffing Services, Inc. (incorporated
                 by reference to the Exhibit filed with the Registrant's Quarterly Report on Form 10-Q for the
                 quarter ended June 30, 1997).
      10.9     Lease covering the Registrant's facility at Brook House, Park Road, Gatley, England dated June 24,
                 1996 (incorporated by reference to the Exhibit filed with the Registrant's Annual Report on Form
                 10-K for the year ended December 31, 1996).
</TABLE>
 
                                       47
<PAGE>
<TABLE>
<CAPTION>
 EXHIBIT NO.   DESCRIPTION
-------------  -----------------------------------------------------------------------------------------------------
<C>            <S>
      10.10    Lease covering the Registrant's facility at 40 Shawmut Road, Canton, Massachusetts, dated March 15,
                 1993 (incorporated by reference to the Exhibit filed with the Registrant's Annual Report on Form
                 10-K for the year ended December 31, 1993).
      10.11    Registrant's 1994 Stock Option Plan (incorporated by reference to the Exhibit filed with the
                 Registrant's Annual Report on Form 10-K for the year ended December 31, 1994).
      10.12    Registrant's 1994 Employee Stock Purchase Plan (incorporated by reference to the Exhibit filed with
                 the Registrant's Registration Statement on Form S-8, No. 33-80478).
      10.13    Stock Purchase Agreement between the Registrant and Perry E. Esping dated March 28, 1990
                 (incorporated by reference to the Exhibit filed with the Registrant's Annual Report on Form 10-K
                 for the year ended December 31, 1990).
      10.14    Employment Agreement dated December 4, 1996 between the Registrant and David S. Gergacz (incorporated
                 by reference to the Exhibit filed with the Registrant's Annual Report on Form 10-K for the year
                 ended December 31, 1996).
      10.15    Stock Option Agreement dated May 13, 1997 between the Registrant and David S. Gergacz (incorporated
                 by reference to the Exhibit filed with the Registrant's Quarterly Report on Form 10-Q for the
                 quarter ended June 30, 1997).
      10.16    Employment Agreement dated February 25, 1997 between the Registrant and Samuel J. Kline (incorporated
                 by reference to the Exhibit filed with the Registrant's Quarterly Report on Form 10-Q for the
                 quarter ended June 30, 1997).
      10.17    Employment Agreement dated March 22, 1997 between the Registrant and Christine King (incorporated by
                 reference to the Exhibit filed with the Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended June 30, 1997).
      10.18    Employment Agreement dated March 27, 1997 between the Registrant and Brian Klumpp (incorporated by
                 reference to the Exhibit filed with the Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended June 30, 1997).
      10.19    Employment Agreement dated June 23, 1997 between the Registrant and Glenn A. Etherington
                 (incorporated by reference to the Exhibit filed with the Registrant's Quarterly Report on Form 10-Q
                 for the quarter ended June 30, 1997).
      10.20    Amendment to Employment Agreement dated June 1, 1997 between the Registrant and Alan C. Maltz
                 (incorporated by reference to the Exhibit filed with the Registrant's Quarterly Report on Form 10-Q
                 for the quarter ended September 30, 1997).
      10.21    Employment Agreement dated July 1, 1997 between the Registrant and Donald R. Walsh (incorporated by
                 reference to the Exhibit filed with the Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended September 30, 1997).
      10.22    Employment Agreement dated July 23, 1997 between the Registrant and Ray S. Naeini (incorporated by
                 reference to the Exhibit filed with the Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended September 30, 1997).
      10.23    Agreement between the Registrant and AT&T Corp. dated December 12, 1997. Confidential treatment has
                 been requested with respect to portions of this exhibit.
      10.24    Office Lease Agreement between the Registrant and 701 International Parkway Development Corporation
                 dated March 3, 1998 covering the Registrant's facility in Heathrow, Florida.
      10.25    Agreement dated January 12, 1998 between the Registrant and Stanley G. Brannan.
      22.1     Subsidiaries of Registrant.
      23.1     Consent of Arthur Andersen LLP.
      27       Financial Data Schedules.
</TABLE>
 
                                       48