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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                   FORM 10-K
 
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
  OF THE SECURITIES EXCHANGE ACT OF 1934
 
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
                                       OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
  OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
COMMISSION FILE NUMBER 0-17920
 
                           BRITE VOICE SYSTEMS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                    <C>
       KANSAS                     48-0986248
      (STATE OF        (I.R.S. EMPLOYER IDENTIFICATION
   INCORPORATION)                    NO.)
</TABLE>
 
                           7309 E. 21ST STREET NORTH
                             WICHITA, KANSAS 67206
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (316) 652-6500
 
        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.
                              Yes __X__  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 25, 1997, was $110,196,000, 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 25, 1997, there were 11,830,095 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 on May 13, 1997 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 4, 1997.
 
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<PAGE>
                           BRITE VOICE SYSTEMS, INC.
                                 1996 FORM 10-K
                               TABLE OF CONTENTS
 
<TABLE>
<S>        <C>                                                                           <C>
Item 1.    Business....................................................................          1
 
Item 2.    Properties..................................................................         13
 
Item 3.    Legal Proceedings...........................................................         13
 
Item 4.    Submission of Matters to a Vote of Security Holders.........................         14
 
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.................................         21
 
Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial
           Disclosure..................................................................         37
 
Item 10.   Directors and Executive Officers of the Registrant..........................         37
 
Item 11.   Executive Compensation......................................................         37
 
Item 12.   Security Ownership of Certain Beneficial Owners and Management..............         37
 
Item 13.   Certain Relationships and Related Transactions..............................         38
 
Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K.............         38
</TABLE>
 
                                       i
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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 systems and services which
incorporate voice response, voice recognition, voice/ facsimile messaging,
audiotex and interactive computer applications into 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, such
as voice activated dialers, allow input of information using spoken commands.
 
    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 include the Company's Voice
Directories-Registered Trademark- and CityLine-Registered Trademark- products,
sold to publishers of Yellow Pages directories and newspapers, who generate
revenue through the sale of sponsorships to categories of information of
interest to callers, such as sports scores, weather, stock quotes, business news
or similar information. In addition, the Company provides systems to wireless
network operators who provide voice activated dialing and debit billing services
to their subscriber base, thus 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, allowing live agents to handle more complex
questions and problems, thereby improving customer service.
 
    The Company also provides a wide range of services to support its customers'
voice response activities. In addition to traditional maintenance services, the
Company employs a staff of writers and broadcasters who record information for
playback on customers' systems, and a staff of telephone operators who process
callers' requests for information, provide back office support such as
advertiser and system management for Yellow Pages publishers, and assist
customers in modifying voice response content for use in Internet or other
on-line applications.
 
    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 manufactures and markets voice processing systems
which are sold both as customer premise equipment and as public telephone
network equipment. BVSGL is responsible for the Company's European business and
maintains design and production facilities in Manchester, England and sales and
support offices in Cambridge, England; Germany; Switzerland; and Italy.
 
    In July 1993, the Company merged with one of its leading competitors,
Perception Technology Corporation ("Perception"). Perception's experience as a
provider of interactive voice response systems
 
                                       1
<PAGE>
significantly broadened the Company's participation in the voice response
industry. In addition, the Company believes that the combined audiotex
experience of the two companies established the Company as the leading provider
of audiotex systems and information services to the newspaper and Yellow Pages
publishing industries.
 
    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 response applications to customers
seeking a single vendor for all of their voice response requirements.
 
    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. As a result of this acquisition (hereinafter the
"TSL Merger"), the Company now 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.
 
    The Company expects to continue to evaluate prospects for future
acquisitions or other corporate development activities to supplement its
internal technology and product development activities. In addition, the Company
regularly evaluates all of its product and services offerings for profitability
and growth potential, and redesigns, redirects or eliminates those products or
services which fail to demonstrate profitability or significant growth
potential.
 
THE COMPANY'S PRODUCTS
 
PLATFORMS
 
    The Company's voice processing products are designed around a variety of
platforms. Each platform has two main components, the "client," which interfaces
to the network and provides the caller interface, and the "server," which runs
the application and links into other systems. The client houses a high-capacity
hard disk drive, random access memory for vocabulary and speech storage, and
telecommunications modules. The server can share the same processor as the
client, be housed in a separate PC or be part of a larger computer system.
 
    The Company's platforms use various operating systems (primarily QNX-TM-,
UNIX-TM-, Windows NT-TM-, OS/2-TM- and proprietary systems), and a library of
software programs that form the basis of the Company's voice processing
products. Regardless of the platform on which a customer application resides,
each of the Company's products is designed to accept incoming telephone calls,
interpret touch-tone inputs or voice commands from callers, and respond to the
callers' requests.
 
    The Company's platforms can be used as stand-alone voice processing systems,
be integrated into existing network systems, or be utilized as a server to a
host computer. Company platforms support a number of telephony interfaces,
including CAS, ISDN and CCITT SS7 signaling. Optional RAID disk architectures
are available for high-capacity, fault-tolerant message storage. Platforms are
being installed around the world and have been integrated with many types of
switches including open-programmable switches such as those manufactured by
Summa Four and Excel. The Company also provides switch control software routing
which integrates the Company's software applications with the switching
platform.
 
                                       2
<PAGE>
This has enabled single systems to be simultaneously connected to different
types of networks (cellular, PCS and wireline). Principal platforms currently
supported are as follows:
 
<TABLE>
<CAPTION>
VOICE TECHNOLOGY          PLATFORM NAME      USES
------------------------  -----------------  --------------------------------------------------------------------
<S>                       <C>                <C>
Dialogic Based            VoiceSelect        Network based enhanced applications
                          Brite Enabler      Network media server
                          VSD systems        Network based messaging and enhanced applications
                          BriteLink          International IVR systems
                          VoicePrint         Electronic publishing and managed services
 
Proprietary Hardware      BT series          Domestic VPU server
                          VOCOM series       Domestic IVR systems
 
NMS Based                 VM series          Small voice mail systems
</TABLE>
 
APPLICATION PROGRAMS
 
    Application programs currently in use by many of the Company's customers are
as follows:
 
    VOICE ACTIVATED DIALING.  VoiceSelect-Registered Trademark- allows wireless
carriers to provide a cellular telephone user access to telephone numbers using
spoken commands rather than the keys on the cellular telephone, thereby enabling
drivers to keep their hands on the wheel and eyes on the road, promoting safety
and convenience of use. VoiceSelect is marketed to cellular providers around the
world.
 
    DEBIT/PREPAID CALLING.  BriteDEBIT-TM- allows carriers to provide cellular
telephone service to customers who have not established creditworthiness with
the carrier. Customers purchase a telephone and associated airtime and all calls
are routed through the Company's system, which keeps track of airtime used and
notifies the user shortly prior to expiration of prepaid airtime. The customer
may then purchase additional airtime through a variety of methods. Benefits to
the customer include access to a cellular phone without a long-term commitment
to the cellular provider, and the ability to manage the cost of a cellular phone
while paying only for the usage desired. Advantages to the carrier include low
cost customer acquisition and increased market penetration without increasing
the risk of uncollectible accounts.
 
    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, call answering, call routing, paging, short message delivery,
dictation and automated attendant features are all available. The Company's
range of voice messaging features can be combined with other applications to
offer a wide range of value-added services in sizes up to five million mailboxes
in a single integrated system.
 
    AUDIOTEX AND MANAGED SERVICES APPLICATIONS.  The Company has written
application programs to create turnkey solutions for specific industries. For
example, CityLine, sold to daily newspapers, consists of a wide variety of
information, including stock quotes, sports scores, business news, weather and
public opinion polling, all of which is provided without charge to the caller.
Newspapers offering CityLine generate revenues by selling advertising
sponsorships on their systems. Voice Directories, sometimes called "Talking
Yellow Pages", is a similar product designed for Yellow Pages publishers and
telephone companies.
 
    IVR APPLICATION PROGRAMS.  Designed for use with IVR systems, IVR
application programs 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"). ISVs typically have specialized skills which allow the Company
to economically obtain specialized, industry-specific programming. IVR
application programs can be designed to operate on a stand-alone basis or to
provide customer applications requiring remote data entry/data access to a
mainframe host computer. They can also perform statistical logging and archiving
and include dial-up modems for remote diagnostic and maintenance support. Many
application software
 
                                       3
<PAGE>
packages can be used to create products targeted for specific vertical markets.
Examples include applications for: higher education, which enable university and
college students to register for courses 24 hours a day via touch-tone phones;
the financial services market, which allow callers to perform a wide range of
banking transactions by phone 24 hours a day; and utility companies, which
provide automated customer service functions such as power outage reporting,
billing inquiries and meter reading.
 
APPLICATION PROGRAM DEVELOPMENT
 
    Write-1-Registered Trademark- is a language developed by Brite for writing
media 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 created an application software development environment
by enhancing Write-1 with a Graphical User Interface ("GUI") running under
Windows NT. This package is designed to meet a wide variety of programming
needs, from creating simple menu-based call flows to development of complex
network-based applications. It also isolates the programmer from the operating
system and hardware platform, thus making applications more portable and
expandable.
 
    The Company has adopted a strategy of developing all new applications using
a set of common components. The goal is to provide applications that can be
combined as a series of building blocks integrated with platforms in a range of
sizes and architectures. This strategy has increased the commonality between
platforms and enables customers to upgrade their platforms while continuing to
offer existing applications. Systems based on a VAX-TM-, a PC compatible
machine, and an RS6000-TM-, all run the same programming environment and
applications under their respective UNIX operating systems.
 
    The Company's Write-1 language 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.
 
    The Company believes that as the voice processing industry evolves,
application programs will continue to increase in importance relative to
hardware platforms. As a result, the Company's development policy is based on
the use of industry standard interfaces and systems which enable the Company's
products to be used in conjunction with other companies' products. This allows
the Company to take advantage of new technologies as they become available, and
also protects customers' investments in existing technology by providing
efficient, effective upgrade paths.
 
    Standards included in the new common platform components include the
Dialogic SC bus architecture and Dialogic's open standard Antares system.
Operation, administration and maintenance interfaces are provided through an
open interface standard. In the future, the application programming interface
between components will adopt much of the work being done by the ECTF by using
standard interfaces.
 
SERVICES
 
    The Company offers a wide range of services in conjunction with its voice
processing systems. These services are typically available on either an annual
or quarterly basis and generally complement or support the Company's voice
processing systems. The Company also provides a variety of telecommunications
management services.
 
MANAGED SERVICES
 
    As a complement to its system sales, the Company provides certain voice
processing services on a managed service basis. In a typical managed service
relationship, the Company provides all necessary equipment and personnel,
allowing the customer to avoid both the front-end cost of purchasing equipment
and the continuing cost of having operational personnel on staff. Charges for
these services may be based
 
                                       4
<PAGE>
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 provides both
inbound and outbound telemarketing functions for customers in conjunction with
these services. The Company generally provides managed services in niche markets
where the customer does not have the expertise on staff, has a desire to
outsource the voice processing function, or where the Company can provide
significant added value to the customer.
 
    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.
 
    In conjunction with audiotex systems placed in a Yellow Pages publisher's
market, the Company writes, produces and manages information scripts (Consumer
Tips-TM-) included as the opening position in the Yellow Pages top 200
advertising categories. Consumer Tips typically include four to five topics of
interest to shoppers who call these advertising categories. The Yellow Pages
publisher sells sponsorships to the Consumer Tips, and the Company produces the
information and maintains contact with the advertisers throughout the year to
provide feedback on the success of the sponsorship and helps update the
advertisers' messages for seasonal specials and other changes that cannot be
made to printed advertisements. Current customers include Ameritech, Bell South,
NYNEX, Rochester Telephone, SNET, Southwestern Bell, U.S. West and a number of
independent directory publishers.
 
    During 1996, the Company began offering advertising sales services as an
additional turnkey service to its Consumer Tips customers. The sales staff of a
Yellow Pages publisher is generally trained only to sell print advertising. The
Company believes that sales of audio products in the Yellow Pages market
requires specialized skills, and provides a trained sales force to the Yellow
Pages publisher to increase the penetration of audio sponsorships. The Company
believes this service complements the creation of information content and
advertiser management currently offered to these publishers.
 
    The Company also provides Internet services to its media customers. These
services include application hosting, application and home page development,
software order processing, help desk services and information content for local
web site applications. Because Brite is currently an information provider via
audio and facsimile to newspaper, rental guide and Yellow Pages publishers, the
conversion to an on-line format is relatively simple, and the Company believes
its existing relationships provide a competitive advantage over other companies
offering similar services to these customers.
 
TELECOMMUNICATIONS MANAGEMENT SERVICES
 
    Through its August 1995 acquisition of the TSL Companies, the Company
provides a broad range of telecommunications management services.
 
    BILLING VERIFICATION 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.
 
    MANAGEMENT SOFTWARE APPLICATIONS AND SERVICES.  The Company has developed
software which enables its clients to better understand, control and allocate
their telecommunications expenses. 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
 
                                       5
<PAGE>
tracking, processing and allocating the expenses associated with a client's
daily calls. These products and services include: (i) call accounting services
for telecommunications expense management; (ii) Fraud-Chek-Registered Trademark-
a 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) EZ-TRAK-TM-, a
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, including equipment inventories and circuits,
work orders and phone and data systems expenses.
 
    OPERATIONS MANAGEMENT.  Operations management services have developed as an
outgrowth of the Company's other telecommunications management products and
services, and consist of on-site and off-site continuing support to clients
wishing to outsource certain telecommunications-related functions, such as
technology invoice processing, telephone moves and installations, telephone
circuit installations and moves for data service providers, trouble reporting
and resolution, and internal telephone billing. These services are typically
delivered pursuant to oral agreements, and often create an opportunity to
provide additional software services to clients.
 
    TECHNICAL CONSULTING.  Technical consulting consists of designing,
engineering, procuring and implementing telecommunications services, networks,
systems and equipment. The Company provides clients with both technical and
engineering expertise, drawing upon the experience of the Company's consultants,
engineers and management to complete large projects. Projects include strategic
planning related to telecommunications systems, such as a corporate relocation,
data communications network design, voice communications system design, disaster
recovery planning, the relocation or creation of financial institution trading
floor systems, and other technical advice regarding available systems and
services.
 
SERVICE CONTRACT AND REPAIR
 
    The Company's systems are generally sold with limited warranties which 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.
 
    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.
 
ELECTRONIC INFORMATION SERVICES
 
    The Company creates, produces and broadcasts electronic information
services, which it provides to purchasers of its audiotex systems, primarily
newspapers, Yellow Pages publishers and telephone companies. These services
provide pre-packaged content for the Company's systems and relieve the purchaser
of the responsibility for creating and loading information on the system. The
Company's staff of writers, editors and broadcasters produces audio information
under many broad categories, such as news, weather and sports, and under many
specialized categories such as gardening tips, horoscopes and soap opera
updates. The Company produces over 5,000 categories of information, of which
over 1,800 are updated on
 
                                       6
<PAGE>
a daily basis. Subscribers to the Company's information services receive
category updates by satellite transmission, some of which occur as often as
every 15 minutes. Newspapers or Yellow Pages publishers which subscribe to the
service are licensed to receive the network on an annual basis. The publisher
generally provides the information to callers without charge, and generates
revenue by selling advertising sponsorships to the various categories. Much of
the information available in audio form is also available by facsimile, or in an
on-line format.
 
    In addition to its audio networks, the Company writes and produces "library
programs" in both audio and facsimile formats which are installed on systems
sold to hospitals, real estate brokerage firms and other customers for specific
applications. These library programs are updated periodically and billed on an
annual basis.
 
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 would use either the Company's audiotex or IVR products to service large
volumes of telephone callers on a regular basis. The market for audiotex systems
includes organizations which distribute the same information to numerous callers
simultaneously. The Company's audiotex system customers are primarily in the
publishing and health care industries. The market for IVR and voice messaging
systems includes organizations seeking to streamline internal and external
communications, reduce interruptions and provide enhanced customer service. The
Company has historically sold these products to the financial services,
education, health care, telecommunications, government and utility markets.
 
    The network operator market is comprised of wireless operators, including
companies deploying cellular and personal communications services, Regional Bell
Operating Companies, Post Telephone and Telegraph organizations, international
network operators and interexchange carriers. Network operators purchase and
install the Company's systems in or near their central switching offices. The
enhanced services made available to the operator's subscribers include voice
messaging, voice activated dialing, prepaid calling and other revenue producing
services.
 
    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 were $71,320,000, $69,938,000 and $60,283,000
in 1996, 1995 and 1994, 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.
There are 41 direct sales personnel located throughout the United States,
including the Company's offices in Wichita, Kansas; Canton, Massachusetts;
Dallas, Texas; New York City; Parsippany, New Jersey; and San Francisco,
California.
 
    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 Alltel, Amarex Technology, Inc., Digital Data
Voice Systems, Intecom, Quotient Software, Inc., Southwestern Bell Telecom, and
United States Advanced Networks.
 
INTERNATIONAL SALES
 
    International revenues were $39,089,000, $27,140,000 and $19,657,000, in
1996, 1995 and 1994, respectively, and amounted to 35%, 28% and 25% of revenues
for such periods.
 
                                       7
<PAGE>
    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), Brite
Voice Systems S.p.A. (Rome, Italy) and Brite Voice Systems 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 local
agents. The Company has employees based in Dubai, United Arab Emirates;
Johannesburg, South Africa; and Singapore, who are responsible for sales and
support to the Middle East, Africa and Asia.
 
    The Company's European subsidiaries market systems to two distinct sectors
of the voice processing market throughout Europe. A dedicated sales staff
targets corporate users for the sale of voice messaging, 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 PBX manufacturers such as Philips,
Ericsson, Telenorma and S.E.L.
 
    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 debit billing. During 1996, the Company significantly
expanded the installed base of its Voice Services Director system ("VSD"), a
multi-application voice processing platform for sale to wireless operators,
primarily for the provision of enhanced telecommunications services,
establishing 13 new customers in 12 new countries. Nevertheless, during 1996,
78% of the sales by the Company's European subsidiaries were concentrated in ten
customers. In addition, one customer, Cellnet, represented 10% of the Company's
consolidated revenues. The loss of any of these customers could have a material
impact on the Company's revenues and results of operations.
 
    The Company believes that the European market is behind the United States in
terms of market penetration of audiotex and IVR systems and that significant
future growth is possible. During 1996, much of the Company's effort was focused
on shifting the emphasis in this marketplace from the small, PBX-based voice
messaging systems to audiotex and IVR applications. The Company believes that
this effort has been successful, as sales of IVR products in Europe increased
95% from the prior year. The Company intends to continue this focus into 1997.
 
    The Company sells its audiotex, IVR and voice dialing systems 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 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. See Note 12 to the Consolidated Financial Statements contained herein
for additional information with respect to foreign and domestic sales and
assets.
 
                                       8
<PAGE>
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 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 Wichita,
Kansas; Canton, Massachusetts; Dallas, Texas; Parsippany, New Jersey; and
Manchester, England. During 1996, 1995 and 1994, the Company spent approximately
$11,241,000, $8,520,000 and $6,436,000, respectively, on research and
engineering. As a percentage of revenues, these amounts represent 10.2%, 8.8%
and 8.1%, respectively. The Company believes that it must continue to increase
spending on research and engineering activities in absolute terms in order to
remain competitive in the voice response market. Although it is not the
Company's intent, such expenses could also increase as a percentage of revenues.
 
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.
 
    During 1996, the Company relocated its manufacturing facilities in
Manchester to larger facilities in order to accommodate anticipated increases in
sales. The new facility contains approximately 4,500 square feet of
manufacturing space and is expected to be adequate for the Company's European
manufacturing requirements for the foreseeable future.
 
    Manufacturing in Canton is performed on only one shift, and the Company
devotes less than 25% of its Canton facilities to manufacturing; therefore, the
Company believes its production facilities are adequate for U.S. operations 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 complete 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, 1996, the
Company and its subsidiaries had a systems backlog of $17,900,000, compared to
$11,578,000 as of December 31, 1995, and $8,087,000 as of December 31, 1994. All
of the backlog at December 31, 1996 is scheduled to be shipped in 1997. There
can be no assurance that any such orders will not be canceled or re-
 
                                       9
<PAGE>
scheduled. Because of the possibility of customer changes in delivery schedules
or cancellations 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 duration of its contracts for maintenance and
information services, and the contingencies related to valuation of its billing
verification contracts, the Company has not historically valued its backlog of
service revenues.
 
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 in general purpose voice response systems includes Edify,
Intervoice, Periphonics, Syntellect and other voice processing system
manufacturers. In addition, the Company competes with larger companies, such as
IBM, Lucent Technologies and Digital, for whom voice response is a small portion
of their overall business. The Company also faces competition for its audiotex
and European voice messaging systems from voice mail providers such as Boston
Technology, Comverse Technology and Octel. 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.
 
                                       10
<PAGE>
    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.
 
    In addition, the Company may be subjected to claims by third parties
asserting rights on certain of the Company's products and product features. (See
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations--Certain Trends and Uncertainties.)
 
    The Company has registered with the United States Patent and Trademark
Office trademarks on CityLine, TeleCare, Cellular Information Network, Voice
Directories, Real Estate Hotline, TeleRent, TeleSchool, BriteFax, Perception,
Fraud-Chek, Write-1, VoiceSelect, Giving Voice to Information, Brite Mail, Value
Added Classifieds and Brite & Design.
 
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:
 
    Stanley G. Brannan (47) is the Company's founder and Chairman of the Board
of Directors. Prior to December 1996, Mr. Brannan also served as President and
Chief Executive Officer since the Company's inception. Prior to founding the
Company, Mr. Brannan founded Mycro-Tek, Inc., a company specializing in the
manufacture of microprocessor-based products used in electronic newsroom systems
and television character generators. When Mycro-Tek, Inc. was acquired by Allied
Corporation in 1980, Mr. Brannan was employed by Allied and eventually became
president of the company's Merganthaler USA Division.
 
    David S. Gergacz (47) joined the Company in December 1996 as President and
Chief Executive Officer. Prior to joining the Company, Mr. Gergacz served as
president and CEO for Cincinnati Bell Telephone, from September 1995 to October
1996. From April 1993 to August 1995 he was president and CEO for 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 CEO 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 (56) has served as Executive Vice President of Engineering
and Worldwide Operations since May 1996. He joined the Company in November 1994
as Senior Vice President at the Company's Canton facility. From 1992 until
joining the Company, Mr. Butler operated Business Basics, a project and data
management consulting service. From 1988 to 1992, Mr. Butler served as president
of the systems integration business unit of Prime/Computervision, president and
CEO of Culler Scientific from 1984 to 1988, and as vice president-computer
special systems at Digital Equipment Corp. from 1979 to 1984.
 
    Glenn A. Etherington (42) 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 (40) has served as Vice President of Finance since
September 1995 and Treasurer since May 1996. 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.
 
                                       11
<PAGE>
    Stuart Hallam (50) joined the Company as Chief Executive for European
Operations in February 1995. Prior to joining the Company, Mr. Hallam served as
managing director of the Large Systems Division of Alcatel Business Systems
Group in the United Kingdom from 1993 to 1995. Prior to his employment at
Alcatel, Mr. Hallam held senior positions with GPT of Siemens/GEC company
(formerly Plessey) from 1980 to 1986 and Phillips Business Communications, where
he was managing director from 1986 to 1993.
 
    David F. Hemmings (50) was appointed Executive Vice President of Brite in
September 1993. Mr. Hemmings served as senior vice president of Boston
Technology, Inc., a worldwide voice mail systems supplier, from 1991 until
joining the Company in 1993, and prior to that was president of International
Systems Integration, Inc. from 1985 to 1991. International Systems Integration
was a business consulting firm responsible for, among other things, assisting
Sprint in winning the Federal Telecommunications Systems contract from the
federal government.
 
    Alan C. Maltz (46) became Executive Vice President and a Director of the
Company in August 1995, immediately following the acquisition of the TSL
Companies. Mr. Maltz served as vice president and a director of TSL (West) and
as president and a director of each of the other TSL Companies since their
incorporation at various times between July 1986 and December 1992. Prior to the
founding of the TSL Companies, Mr. Maltz was vice president of
telecommunications systems at Bankers Trust Company, where he managed the
engineering, design and operation of all global telecommunications systems since
1974. Prior to his employment by Bankers Trust Company, Mr. Maltz was employed
as a project engineer by Western Union and New York Telephone Company.
 
    Scott A. Maltz (40) 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 president of TSL (West) since
its formation in 1989. 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.
 
    Donald R. Walsh (60) joined the Company as Executive Vice President in
August 1990. 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.
 
EMPLOYEES
 
    As of December 31, 1996, the Company and its subsidiaries had 751 employees,
of which 708 were full-time employees. Of the full-time employees, 505 are
located in the United States, and 203 are 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 headquarters building in Wichita, Kansas, which
contains 40,480 square feet and houses its principal corporate offices, research
and engineering and information services facilities. The Company also maintains
principal facilities in Canton, Massachusetts; Carrollton, Texas; New York, New
York; Parsippany, New Jersey; and San Francisco, California. These and 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>
Wichita, Kansas                   31,250   administrative, sales and call center           June 1997, with option
                                           activities                                      to renew for two
                                                                                           additional one-year
                                                                                           terms
 
Canton, Massachusetts             42,600   administrative, research and engineering, and   March 1998
                                           manufacturing facilities
 
Carrollton, Texas                 17,340   administrative, sales, engineering and product  September 1997
                                           development 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       September 2001
                                           staff
 
Rome, Italy                          700   office space for administrative and sales       March 2001
                                           staff
 
Glattbrugg, Switzerland            2,500   office space for administrative and sales       September 1999
                                           staff
 
Singapore                          1,350   office space for administrative and sales       January 1999
                                           staff
</TABLE>
 
    The Company also maintains regional sales and support offices in North
Olmsted, Ohio; Orange, Connecticut; Pittsburgh, Pennsylvania; Orlando, Florida;
Annapolis, Maryland; Rancho Cordova, California; Balboa, California; Allendale,
Michigan; Temecula, California; and Woodstock, Georgia. 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.
 
                                       13
<PAGE>
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 Company's stockholders during the fourth quarter of
the fiscal year covered by this report.
 
                                    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>
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
 
1995
March 31.............................................................................  $   21.88  $   15.25
June 30..............................................................................      21.00      15.88
September 30.........................................................................      24.50      18.25
December 31..........................................................................      18.50      12.00
</TABLE>
 
    Since becoming a public company in 1989, the Company has not paid cash
dividends on its common stock. 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 and does not plan to pay cash dividends to its stockholders in the near
future.
 
    As of February 25, 1997, the Company had 473 stockholders of record,
excluding individual participants in security position listings.
 
                                       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 as of and for the years ended
December 31, 1996, 1995, 1994 and 1993 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. The selected financial data as of and for the year ended December
31, 1992 have been restated by the Company to reflect the TSL Merger, and are
derived from the financial statements of the Company audited by Baird, Kurtz &
Dobson, independent certified public accountants, and the financial statements
of the TSL Companies. The balance sheet as of December 31, 1992 of the TSL
Companies from which the selected financial data is derived are unaudited.
 
<TABLE>
<CAPTION>
                                                                           YEARS ENDED DECEMBER 31,
                                                            ------------------------------------------------------
                                                               1996       1995       1994       1993       1992
                                                            ----------  ---------  ---------  ---------  ---------
                                                                    (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                         <C>         <C>        <C>        <C>        <C>
STATEMENT OF OPERATIONS DATA:
  Revenues................................................  $  110,409  $  97,078  $  79,940  $  56,412  $  42,265
  Operating income (loss).................................      11,699      5,708      6,005     (1,606)    (3,951)
  Net income (loss).......................................       8,555      3,950      4,425     (1,303)    (2,423)
  Net income (loss) per share.............................         .71        .33        .38       (.12)      (.22)
  Weighted average shares used in computation.............      12,127     11,922     11,526     11,068     10,865
 
BALANCE SHEET DATA:
  Working capital.........................................  $   37,558  $  26,934  $  23,772  $  20,918  $  22,522
  Total assets............................................      74,882     58,832     51,888     41,328     39,745
  Long term debt..........................................      --         --         --          1,040      1,055
  Stockholders' equity....................................      54,181     40,446     35,547     29,655     30,669
</TABLE>
 
                                       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, 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 entitled
"Certain Trends and Uncertainties" below and other risks detailed throughout
this Form 10-K and in the Company's other Securities and Exchange Commission
filings. 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.
 
BASIS OF PRESENTATION
 
    Effective August 9, 1995, the TSL Companies were merged into the Company in
a transaction accounted for as a pooling of interests (see Note 2 to the
Consolidated Financial Statements). The acquisition resulted in the issuance of
3,331,000 shares of the Company's common stock in exchange for all of the
outstanding common stock of the TSL Companies. The financial information
presented herein has been restated to include the accounts and operations of the
TSL Companies for all periods.
 
RESULTS OF OPERATIONS
 
    The Company derives revenue from the sale of voice processing systems to
domestic and international customers and the provision of services related to
the operation of these systems. 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.
 
    Total revenues increased $13,331,000, or 13.7%, for the year ended December
31, 1996 and $17,138,000, or 21.4%, for the year ended December 31, 1995. These
increases are due primarily to a larger volume of system sales to both new and
existing domestic and international customers, and to increased penetration of
the Company's customer base for the sale of services. There were no significant
changes in the prices of the Company's products between periods.
 
    International sales increased $9,071,000, or 37.4%, in 1996 and $9,791,000,
or 67.7%, in 1995. Introduced in 1994, the VSD was sold to two large wireless
carriers in Europe, and the increases in revenue during 1995 and 1996 generally
reflect the continuing penetration of these accounts. In addition, the Company
expanded its customer base in the Pacific Rim, Middle East and Latin America
during 1996, through installation of both VSD systems and voice activated
dialing systems. The Company believes that international markets are behind the
United States in terms of market penetration of voice processing systems and
that significant growth potential exists within these markets.
 
    Domestic system sales increased $2,212,000, or 7.8%, in 1996 and decreased
$220,000, or 0.8%, in 1995. The increase in 1996 is due primarily to system
expansions by existing customers and new system
 
                                       16
<PAGE>
sales of general purpose voice response systems. The slight decline in 1995 was
due primarily to a decrease in the demand for the Company's electronic
publishing systems.
 
    General purpose voice response system sales increased $2,238,000, or 9.3%,
in 1996 and $3,001,000, or 14.3%, in 1995, due primarily to continued expansion
of the voice response market as these types of systems become a more accepted
means of disseminating information to callers. These increases are the result of
system expansion and software upgrades by existing customers and the addition of
new customers who are installing systems for the first time, or replacing first
generation voice response equipment of other vendors.
 
    Electronic publishing system sales decreased $26,000, or 0.6%, in 1996 and
decreased $3,221,000, or 42.0%, in 1995. The Company attributes these decreases
to the continued saturation of the market for audiotex systems sold to
newspapers and Yellow Pages publishers. The Company believes that it is the
market share leader in these types of systems, and that many newspapers and
Yellow Pages publishers have begun focusing their efforts and capital
expenditures on Internet-based applications. Future growth in this area will be
dependent upon identifying new applications for use by both new and current
customers.
 
    System sales are dependent upon continued orders by existing customers,
orders from new customers and development of new products. Orders by existing
customers are dependent, in part, upon factors beyond the Company's control.
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 are derived from sales of managed services,
telecommunications management services, contracts for repair and maintenance of
the Company's voice processing systems, and the broadcast of electronic
information services to purchasers of electronic publishing systems.
 
    Services revenues increased $2,048,000, or 4.6%, in 1996 and $7,567,000, or
20.6%, in 1995, principally due to expansion of the Company's customer base,
offset by the elimination of certain managed services products which were not
profitable.
 
    Managed services revenues decreased $1,222,000, or 10.0%, in 1996, but
increased $2,943,000, or 31.5%, in 1995. The decline in 1996 was due primarily
to the Company's decision to discontinue two voice personals products. The
Company discontinued its "Person-to-Person" product at the end of the third
quarter in 1995 and sold its "900 Voice Personals" product line in July 1996.
Excluding the revenues from these two products for both 1995 and 1996, managed
services revenues would have increased $3,093,000, or 60.1%, for the year ended
1996. This increase, as well as the increase from 1994 to 1995, was due
primarily to an expanding customer base for the Company's Consumer Tips and
TeleRent products.
 
    Telecommunications management services revenues increased $452,000, or 2.7%,
in 1996, and $2,155,000, or 15.8%, in 1995. These increases were due primarily
to expansion of the customer base for operations management and management
software applications services. The modest increase in 1996 revenues was due to
the fact that billing verification and technical consulting revenues were lower
than anticipated, and declined from the previous year's results. The shortfall
in billing verification was due to the absence of large claim refunds during the
second half of the year, while the decline in technical consulting was the
result of increased competition and fewer contracts on which the Company chose
to bid. Future growth in this area is dependent upon achievement of large claims
similar to those received in prior years, and the availability of technical
consulting contracts which the Company wishes to pursue. The Company is unable
to predict whether or not these factors will occur.
 
    Service contract and repair revenue increased $2,342,000, or 21.2%, in 1996
and increased $2,335,000, or 26.7%, in 1995, due primarily to the Company's
continuing emphasis on expanding its base of customers who subscribe to
quarterly or annual maintenance contracts. Information services revenue
increased $476,000, or 9.1%, in 1996 and increased $134,000, or 2.6%, in 1995,
due primarily to the introduction of new audio products. The Company believes
that due to the decline in electronic publishing system sales,
 
                                       17
<PAGE>
continued expansion of information services revenue will be dependent upon
developing new audio products and applications.
 
    Cost of system sales increased $4,920,000, or 21.6%, in 1996 and $3,651,000,
or 19.1%, in 1995. As a percentage of system sales, actual costs remained
constant at 43.3% for both 1996 and 1995, down from 44.4% in 1994. Actual costs
increased in both years due primarily to an increase in the number of systems
shipped by the Company's foreign subsidiaries and the United States-based sales
force to international customers. The Company expects to experience a gradual
decrease in system margins due to the highly competitive nature of the industry.
 
    Cost of sales of service increased $1,622,000, or 7.3%, in 1996 and
$2,906,000, or 15%, in 1995. As a percentage of services revenues, actual costs
increased to 51.4% in 1996, compared to 50.1% in 1995 and 52.5% in 1994. The
increase in actual costs during 1996 was due primarily to an expansion of the
infrastructure of the telecommunications management services departments. The
decline in margins was due to the absence of large billing verification claim
refunds in the second half of the year and, to a lesser extent, lower consulting
services revenues. In 1995, these revenues typically had higher margins than
other components of services revenues.
 
    Research and engineering expenses increased $2,721,000, or 31.9%, in 1996
and $2,084,000, or 32.4%, in 1995. As a percentage of revenue, these expenses
increased to 10.2% of total revenue in 1996, compared to 8.8% in 1995 and 8.1%
in 1994. The increase in actual costs was due to the addition of research
engineers to support the Company's existing products and to continue the
Company's commitment to new product development. The Company believes that it
must continue to increase spending on research and engineering activities in
absolute terms in order to continue to remain competitive in the voice response
market. Although it is not the Company's intent, such expenses could increase as
a percentage of revenue as well.
 
    Selling, general and administrative expenses increased $6,707,000, or 23.0%,
in 1996 and $7,153,000, or 32.5%, in 1995. As a percentage of revenues, these
expenses increased to 32.5% in 1996 compared to 30.0% in 1995 and 27.5% in 1994.
The Company continues to expand its international sales and marketing efforts.
Sales offices in Cambridge, England, as well as Johannesburg, South Africa and
Singapore, were opened during 1995. In addition, significant staff increases
continue to support new sales opportunities in both the domestic and
international markets. The Company anticipates that these expenses as a
percentage of revenues will begin to decline as the additional staff begins
generating revenues.
 
    S corporation distributions in 1995 and 1994 represent payments made to the
former TSL Companies' stockholders, which were approximately equal to the tax
basis earnings of the TSL Companies. Under the terms of the merger agreement,
the TSL Companies were allowed to distribute estimated tax basis income through
the closing date of the TSL Merger. These payments did not occur in 1996 and
will not recur in future periods.
 
    In connection with the acquisition of TSL, the Company recorded a
non-recurring charge of $4,327,000 in 1995. This charge consisted of $3,509,000
for expenses incurred that are specific to the acquisition, primarily fees to
financial advisors, attorneys and accountants, and costs of integrating the
operations of the TSL Companies. Also included was a charge of $818,000,
reflecting the write-off of prepaid royalties and certain equipment associated
with the Company's Person-to-Person product.
 
    Other income decreased $292,000, or 64.6%, in 1996 and $135,000, or 23.0%,
in 1995. The decrease in 1996 was due to the loss on disposal of assets of
$165,000, increased interest expense of $57,000 and a slight decrease in
interest income due to a lower average balance of funds invested in 1996. The
decrease in 1995 was due primarily to interest income which decreased $291,000
from 1994 due to a lower average balance of funds invested.
 
    The effective income tax rate for 1996 was 27.9%, compared to 35.9% in 1995
and 32.9% in 1994. The variance from the United States statutory rate in 1996
was due primarily to the utilization of net operating
 
                                       18
<PAGE>
loss and credit carryforwards acquired through the Company's 1993 merger with
Perception Technology Corporation, and a reduction in the Company's deferred tax
valuation allowance. The variance from the United States statutory rate in 1995
was due primarily to the non-deductibility of a majority of the costs incurred
in the acquisition of the TSL Companies, partially offset by the utilization of
net operating loss and credit carryforwards acquired through the Company's 1993
merger with Perception, and a reduction in the Company's deferred tax valuation
allowance.
 
CERTAIN TRENDS AND UNCERTAINTIES
 
    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 that
quarter. Further, a large percentage of any quarter's system shipments are
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. See Note 12 to the Consolidated Financial Statements contained herein
for additional information with respect to foreign and domestic sales and
assets.
 
    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.
 
    For quality control, ease of development and purchasing efficiencies, the
Company has elected to purchase certain 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
 
                                       19
<PAGE>
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, 1996, the Company had a current ratio of 2.8 to 1, and
working capital of $37,588,000, compared to a current ratio of 2.5 to 1 and
working capital of $26,934,000 at December 31, 1995. Cash and cash equivalents
were $8,084,000 at December 31, 1996 compared to $3,405,000 at December 31,
1995.
 
    Accounts receivable at December 31, 1996 increased by $6,377,000 compared to
December 31, 1995, principally due to an increase in international sales during
the year, which typically have longer payment and collection cycles. Inventory
increased by $1,997,000, due primarily to the lead time required for
international orders. The Company believes the increase in each of these areas
to be in line with the growth experienced in system sales during 1996, and the
backlog of orders at the end of the year. Increases in accounts receivable and
inventory have generally been funded, in part, by increases in accounts payable
and other accrued expenses.
 
    The Company maintains a $5,000,000 line of credit that is used from time to
time to fund short-term cash requirements. There were no borrowings outstanding
under this line as of December 31, 1996.
 
    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 expects to invest approximately $8,000,000 in capital
expenditures during 1997, but it has no significant capital commitments. The
Company believes that working capital on hand, funds provided from future
operations, and its current line of credit will be sufficient to fund the
Company's capital requirements on both a short-term and long-term basis.
 
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.
 
                                       20
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                -----
<S>                                                                                                          <C>
Report of Independent Public Accountants...................................................................          22
Consolidated Balance Sheets as of December 31, 1996 and 1995...............................................          23
Consolidated Statements of Income for the Years Ended
 December 31, 1996, 1995 and 1994..........................................................................          25
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 1996, 1995 and
 1994......................................................................................................          26
Consolidated Statements of Cash Flows for the Years Ended December 31, 1996,
 1995 and 1994.............................................................................................          27
Notes to Consolidated Financial Statements.................................................................          28
 
Supplemental Schedules:
Schedule II--Valuation and Qualifying Accounts.............................................................          37
</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.
 
                                       21
<PAGE>
                              ARTHUR ANDERSEN LLP
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
BOARD OF DIRECTORS
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, 1996
and 1995, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1996. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits. We did not audit the financial
statements of the TSL Companies, companies acquired during 1995 in a transaction
accounted for as a pooling of interests, as discussed in Note 2. Such statements
are included in the consolidated financial statements of the Company and reflect
total revenues of 17 percent in 1994 of the consolidated totals. These
statements were audited by other auditors whose report has been furnished to us
and our opinion, insofar as it relates to amounts included for the TSL
Companies, is based solely upon the report of the other auditors.
 
    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 and the report of other auditors provide a reasonable
basis for our opinion.
 
    In our opinion, based on our audits and the report of other auditors, 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, 1996 and 1995, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.
 
    Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index of
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 schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
 
                                          /s/ Arthur Andersen LLP
 
Kansas City, Missouri,
February 7, 1997
 
                                       22
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
                          CONSOLIDATED BALANCE SHEETS
 
                           DECEMBER 31, 1996 AND 1995
 
                                     ASSETS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                                1996       1995
                                                                                              ---------  ---------
<S>                                                                                           <C>        <C>
CURRENT ASSETS
  Cash and cash equivalents.................................................................  $   8,084  $   3,405
  Accounts receivable, less allowance for doubtful accounts: 1996 - $471; 1995 - $481.......     35,067     28,690
  Inventories (Note 4)......................................................................     12,507     10,510
  Prepaid expenses and other................................................................      2,601      2,715
                                                                                              ---------  ---------
    Total Current Assets....................................................................     58,259     45,320
                                                                                              ---------  ---------
PROPERTY AND EQUIPMENT
  Land and building.........................................................................      3,074      3,074
  Furniture and equipment...................................................................     23,430     19,978
                                                                                              ---------  ---------
                                                                                                 26,504     23,052
  Less accumulated depreciation.............................................................    (12,204)   (11,476)
                                                                                              ---------  ---------
                                                                                                 14,300     11,576
                                                                                              ---------  ---------
OTHER ASSETS (Note 3).......................................................................      2,323      1,936
                                                                                              ---------  ---------
      TOTAL ASSETS..........................................................................  $  74,882  $  58,832
                                                                                              ---------  ---------
                                                                                              ---------  ---------
</TABLE>
 
                       See Notes to Financial Statements
 
                                       23
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
                          CONSOLIDATED BALANCE SHEETS
 
                           DECEMBER 31, 1996 AND 1995
 
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                       (IN THOUSANDS, EXCEPT SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                                                1996       1995
                                                                                              ---------  ---------
<S>                                                                                           <C>        <C>
CURRENT LIABILITIES
  Accounts payable..........................................................................  $  10,539  $   9,503
  Accrued salaries and wages................................................................      1,974      1,726
  Other accrued expenses....................................................................      1,512      1,785
  Deferred revenue..........................................................................      2,063      1,364
  Customer deposits.........................................................................      3,526      1,565
  Advances from affiliates (Note 2).........................................................     --            551
  Income taxes payable......................................................................      1,087      1,892
                                                                                              ---------  ---------
    Total Current Liabilities...............................................................     20,701     18,386
                                                                                              ---------  ---------
 
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 1996 -- 11,829,595
    shares; 1995 -- 11,489,325 shares.......................................................     38,417     34,377
  Retained earnings.........................................................................     14,938      6,383
  Cumulative foreign currency translation adjustment........................................        826       (314)
                                                                                              ---------  ---------
    Total Stockholders' Equity..............................................................     54,181     40,446
                                                                                              ---------  ---------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY............................................  $  74,882  $  58,832
                                                                                              ---------  ---------
                                                                                              ---------  ---------
</TABLE>
 
                       See Notes to Financial Statements
 
                                       24
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
                       CONSOLIDATED STATEMENTS OF INCOME
 
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                       (IN THOUSANDS, EXCEPT SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                                     1996       1995       1994
                                                                                  ----------  ---------  ---------
<S>                                                                               <C>         <C>        <C>
REVENUES
  Systems.......................................................................  $   63,980  $  52,697  $  43,126
  Services......................................................................      46,429     44,381     36,814
                                                                                  ----------  ---------  ---------
                                                                                     110,409     97,078     79,940
                                                                                  ----------  ---------  ---------
COSTS AND EXPENSES
  Cost of sales:
    Systems.....................................................................      27,729     22,809     19,158
    Services....................................................................      23,871     22,249     19,343
  Research and engineering......................................................      11,241      8,520      6,436
  Selling, general and administrative...........................................      35,869     29,162     22,009
  S corporation distributions (Note 2)..........................................      --          4,303      6,989
  Merger and other costs (Notes 2 and 3)........................................      --          4,327     --
                                                                                  ----------  ---------  ---------
                                                                                      98,710     91,370     73,935
                                                                                  ----------  ---------  ---------
INCOME FROM OPERATIONS..........................................................      11,699      5,708      6,005
                                                                                  ----------  ---------  ---------
OTHER INCOME (EXPENSE)
  Interest income...............................................................         432        265        556
  Interest expense..............................................................         (80)       (18)      (121)
  Other, net....................................................................        (192)       205        152
                                                                                  ----------  ---------  ---------
                                                                                         160        452        587
                                                                                  ----------  ---------  ---------
INCOME BEFORE INCOME TAXES......................................................      11,859      6,160      6,592
INCOME TAX PROVISION (Note 7)...................................................       3,304      2,210      2,167
                                                                                  ----------  ---------  ---------
NET INCOME......................................................................  $    8,555  $   3,950  $   4,425
                                                                                  ----------  ---------  ---------
                                                                                  ----------  ---------  ---------
EARNINGS PER SHARE (Note 1).....................................................  $     0.71  $    0.33  $    0.38
                                                                                  ----------  ---------  ---------
                                                                                  ----------  ---------  ---------
</TABLE>
 
                       See Notes to Financial Statements
 
                                       25
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                           CUMULATIVE
                                                                               RETAINED      FOREIGN
                                                                               EARNINGS     CURRENCY
                                                                   COMMON    (ACCUMULATED  TRANSLATION
                                                                    STOCK      DEFICIT)    ADJUSTMENT     TOTAL
                                                                  ---------  ------------  -----------  ---------
<S>                                                               <C>        <C>           <C>          <C>
Balance, December 31, 1993......................................  $  32,166   $   (2,067)   $    (444)  $  29,655
  Net income....................................................     --            4,425       --           4,425
  Sale of common stock..........................................        847       --           --             847
  Non-qualified stock option compensation.......................          6       --           --               6
  Tax benefit of stock option transactions......................        385       --           --             385
  Foreign currency translation adjustment.......................     --           --              229         229
                                                                  ---------  ------------  -----------  ---------
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
  Sale 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
  Sale 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
                                                                  ---------  ------------  -----------  ---------
                                                                  ---------  ------------  -----------  ---------
</TABLE>
 
                       See Notes to Financial Statements
 
                                       26
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                      1996       1995       1994
                                                                                    ---------  ---------  ---------
<S>                                                                                 <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income......................................................................  $   8,555  $   3,950  $   4,425
  Items not requiring (providing) cash:
    Depreciation and amortization.................................................      3,845      3,677      2,705
    Loss (gain) on disposition of assets..........................................        162     --           (109)
    Non-qualified stock option compensation.......................................     --              5          6
  Changes in:
    Accounts receivable...........................................................     (5,437)    (9,006)    (4,640)
    Inventories...................................................................     (1,364)    (2,231)    (1,693)
    Accounts payable and accrued expenses.........................................      1,127      1,955      3,087
    Other current assets and liabilities..........................................      1,273      1,132        756
                                                                                    ---------  ---------  ---------
      Net cash provided by (used in) operating activities.........................      8,161       (518)     4,537
                                                                                    ---------  ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment, net.........................................     (6,421)    (5,600)    (3,886)
  Proceeds from maturity of temporary investments.................................     --          8,580     15,067
  Purchase of temporary investments...............................................     --         (3,379)   (14,651)
  Proceeds from sale of property..................................................        411     --            228
  Decrease (increase) in other assets.............................................       (756)        29       (458)
  Net cash received from business acquisitions....................................     --             44     --
                                                                                    ---------  ---------  ---------
      Net cash used in investing activities.......................................     (6,766)      (326)    (3,700)
                                                                                    ---------  ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock........................................................      3,970        733        847
  Proceeds from shareholder loans.................................................     --          2,267      2,712
  Principal payments on debt......................................................       (551)    (4,428)    (2,473)
                                                                                    ---------  ---------  ---------
      Net cash provided by (used in) financing activities.........................      3,419     (1,428)     1,086
                                                                                    ---------  ---------  ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH...........................................       (135)       (99)       229
                                                                                    ---------  ---------  ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..................................      4,679     (2,371)     2,152
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR......................................      3,405      5,776      3,624
                                                                                    ---------  ---------  ---------
CASH AND CASH EQUIVALENTS, END OF YEAR............................................  $   8,084  $   3,405  $   5,776
                                                                                    ---------  ---------  ---------
                                                                                    ---------  ---------  ---------
</TABLE>
 
                       See Notes to Financial Statements
 
                                       27
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
 
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
NATURE OF BUSINESS AND PRINCIPLES OF CONSOLIDATION
 
    Brite Voice Systems, Inc. (the "Company") designs, integrates, assembles,
markets and supports voice processing systems and services which incorporate
audiotex, voice response, 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.
 
    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to 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 Statement 91-1, Software Revenue Recognition.
Revenues from maintenance and consulting services, and audio information
contracts for installed systems are recognized ratably over the service period.
Revenues from service bureau operations and consulting services are recognized
when the services are provided. Revenues from
 
                                       28
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
 
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
billing verification services are recognized when claim proceeds are received
from the telecommunication provider.
 
CREDIT RISK
 
    The Company extends unsecured credit to customers throughout the United
States and in certain foreign countries.
 
INCOME TAXES
 
    Deferred tax liabilities and assets are recognized for the future tax
consequences of events that have been recognized in the financial statements or
tax returns. (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 Consolidated
Statements of Income.
 
EARNINGS PER SHARE
 
    Earnings per share amounts are computed using the weighted average number of
shares outstanding of 12,127,000, 11,922,000 and 11,526,000, for the years ended
December 31, 1996, 1995 and 1994, respectively. All options are considered to be
common stock equivalents but are only included in the weighted average to the
extent that they are dilutive.
 
ACCOUNTING FOR STOCK OPTIONS
 
    The Financial Accounting Standards Board issued SFAS No. 123, "Accounting
for Stock Based Compensation". Adoption of this standard is required in 1996.
Under the new standard, the Company must either change its method of computing
the compensation expense associated with the issuance of stock options and other
stock-based compensation or make pro forma disclosures as if the Company had
recorded the compensation expense. The Company has continued to record
compensation expense in accordance with APB No. 25. The Company has adopted SFAS
No. 123 by making the pro forma disclosures. (See Note 8).
 
NOTE 2: ACQUISITIONS
 
    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.
 
                                       29
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
 
NOTE 2: ACQUISITIONS (CONTINUED)
    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 shareholders. 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 and
$6,989,000 for the period ended August 8, 1995 and the year ended December 31,
1994, respectively. 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 expenses of $3,509,000 were charged to expense during 1995. These
expenses represent brokerage, legal and other professional fees associated with
the consummation of the TSL Merger.
 
    Prior to the TSL Merger, the TSL Companies financed working capital needs
through the use of non-interest bearing loans made by the TSL stockholders. Upon
consummation of the TSL Merger, the TSL stockholders had loaned $2,267,000 to
the Company. The balance due was $551,000 at December 31, 1995. Final payment
was made in March 1996.
 
NOTE 3: OTHER ASSETS
 
    Other Assets consist of the following (in thousands):
 
<TABLE>
<CAPTION>
                                                                               1996       1995
                                                                             ---------  ---------
<S>                                                                          <C>        <C>
Goodwill...................................................................  $     898  $     263
Deferred tax asset.........................................................        581        325
Prepaid licenses and other.................................................      1,289      1,884
                                                                             ---------  ---------
                                                                                 2,768      2,472
Accumulated amortization...................................................       (445)      (536)
                                                                             ---------  ---------
                                                                             $   2,323  $   1,936
                                                                             ---------  ---------
                                                                             ---------  ---------
</TABLE>
 
    In September 1992, the Company licensed certain patented technology for the
provision of electronic classified services, and advanced $1,250,000 in
nonrefundable royalties. The royalties were being amortized over a five year
period. In September 1995, due to continued unprofitability of the product, the
Company wrote off $818,000, representing the balance of the prepaid royalties
and the net book value of certain equipment related to the project. This charge
is included in "Merger and other costs" in the accompanying Statements of
Income.
 
    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, including the amortization of prepaid royalties, was $248,000, $619,000
and $434,000 in 1996, 1995 and 1994, respectively.
 
                                       30
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
 
NOTE 4: INVENTORIES
 
    Inventories consist of the following (in thousands):
 
<TABLE>
<CAPTION>
                                                                            1996       1995
                                                                          ---------  ---------
<S>                                                                       <C>        <C>
Purchased parts.........................................................  $   4,060  $   3,044
Work in progress........................................................      5,581      4,146
Finished goods..........................................................      2,866      3,320
                                                                          ---------  ---------
                                                                          $  12,507  $  10,510
                                                                          ---------  ---------
                                                                          ---------  ---------
</TABLE>
 
NOTE 5: LINE OF CREDIT
 
    The Company maintains a $5,000,000 line of credit that is used from time to
time to fund short-term cash requirements. There were no borrowings outstanding
under this line as of December 31, 1996.
 
NOTE 6: LEASES
 
    The Company leases office space under noncancelable agreements expiring at
various times through 2002. Future minimum rental payments under these operating
leases are as follows (in thousands):
 
<TABLE>
<S>                                                                   <C>
1997................................................................  $   1,818
1998................................................................      1,254
1999................................................................      1,069
2000................................................................        963
2001................................................................        903
Thereafter..........................................................      2,846
                                                                      ---------
                                                                      $   8,853
                                                                      ---------
                                                                      ---------
</TABLE>
 
    Rent expense under the above agreements was $1,544,000, $1,023,000 and
$807,800 for the years ended December 31, 1996, 1995 and 1994, respectively.
 
NOTE 7: INCOME TAXES
 
    The income tax provision includes the following (in thousands):
 
<TABLE>
<CAPTION>
                                                                       YEAR ENDED DECEMBER 31,
                                                                   -------------------------------
                                                                     1996       1995       1994
                                                                   ---------  ---------  ---------
<S>                                                                <C>        <C>        <C>
Taxes currently payable:
  Federal........................................................  $   2,736  $   1,804  $   1,918
  State..........................................................        552        355        150
  Foreign........................................................        791        651        449
Deferred taxes...................................................       (775)      (600)      (350)
                                                                   ---------  ---------  ---------
                                                                   $   3,304  $   2,210  $   2,167
                                                                   ---------  ---------  ---------
                                                                   ---------  ---------  ---------
</TABLE>
 
                                       31
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
 
NOTE 7: INCOME TAXES (CONTINUED)
    United States income taxes have not been provided on the cumulative
undistributed earnings of the Company's foreign subsidiaries of $4,881,000 at
December 31, 1996. It is intended that these earnings will be permanently
invested in operations outside the United States.
 
    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,
                                                                  -------------------------------
                                                                    1996       1995       1994
                                                                  ---------  ---------  ---------
<S>                                                               <C>        <C>        <C>
Tax expense at the statutory rate...............................  $   4,075  $   2,095  $   2,886
Effect of foreign tax rates.....................................         50          8         28
Losses providing no current benefit.............................     --         --             49
Increase (decrease) in taxes resulting from:
  Merger costs..................................................     --          1,130     --
  State income taxes, net of federal benefit....................        390        234        197
  Foreign sales corporation benefit.............................        (34)       (54)      (112)
  Utilization of net operating loss carryforward................     --           (321)      (456)
  Utilization of credit carryforwards...........................        (48)      (278)      (276)
  Reduction of valuation allowance..............................     (1,049)      (600)      (350)
  Other permanent differences...................................        (80)        (4)       201
                                                                  ---------  ---------  ---------
                                                                  $   3,304  $   2,210  $   2,167
                                                                  ---------  ---------  ---------
                                                                  ---------  ---------  ---------
</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>
                                                                                1996       1995
                                                                              ---------  ---------
<S>                                                                           <C>        <C>
Current deferred taxes
  Gross assets..............................................................  $   1,144  $     662
  Gross liabilities.........................................................     --         --
                                                                              ---------  ---------
                                                                              $   1,144  $     662
                                                                              ---------  ---------
                                                                              ---------  ---------
Noncurrent deferred taxes
  Gross assets..............................................................  $   1,036  $     728
  Gross liabilities.........................................................       (455)      (403)
                                                                              ---------  ---------
                                                                              $     581  $     325
                                                                              ---------  ---------
                                                                              ---------  ---------
</TABLE>
 
                                       32
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
 
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>
                                                                              1996       1995
                                                                            ---------  ---------
<S>                                                                         <C>        <C>
Federal regular tax operating loss, research and development credit,
  investment tax credit and alternative minimum tax credit
  carryforwards...........................................................  $     719  $   1,293
Depreciation..............................................................       (455)      (403)
Inventory obsolescence reserve............................................        389        362
Allowance for doubtful accounts...........................................        151        154
Accrued vacation pay......................................................        290        276
Other, net................................................................        631        317
                                                                            ---------  ---------
                                                                            $   1,725  $   1,999
Valuation allowance.......................................................     --         (1,049)
                                                                            ---------  ---------
Net deferred taxes........................................................  $   1,725  $     950
                                                                            ---------  ---------
                                                                            ---------  ---------
</TABLE>
 
    Prior to 1996, a valuation allowance was provided to the extent realization
of the deferred tax assets were dependent on taxable income (exclusive of
reversing temporary differences) in future years. The Company believes that all
deferred tax assets will be realizable and accordingly, in 1996, reversed its
previously established valuation allowance, which reduced current year income
tax expense.
 
    At December 31, 1996, the Company has loss and credit carryforwards
available for tax purposes as follows (dollars in thousands):
 
<TABLE>
<CAPTION>
                                                                                        EXPIRATION
                                                                            AMOUNT         DATE
                                                                          -----------  -------------
<S>                                                                       <C>          <C>
Federal regular tax carryforwards acquired through business
  combinations:
  Operating losses......................................................   $     624          2008
  Research and development credits......................................         380          2008
  Investment tax credits................................................          60          2008
 
Federal regular tax carryforwards:
  Capital loss..........................................................   $      98          2008
</TABLE>
 
NOTE 8: STOCKHOLDERS' EQUITY
 
    The Company has four stock option plans: the 1984 Incentive Stock Option
Plan (the "1984 Option Plan"), the 1994 Stock Option Plan (the "1994 Option
Plan"), the 1990 Non-Employee Director Stock Option Plan (the "Director Stock
Option Plan"), and the 1994 Employee Stock Purchase Plan (the "Stock Purchase
Plan").
 
                                       33
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
 
NOTE 8: STOCKHOLDERS' EQUITY (CONTINUED)
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 and will
terminate on July 1, 1999. 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 1996, 51,589 shares were purchased at the weighted
average fair value of $11.62. On December 31, 1996, there were 99,703 shares
reserved for issuance under the Stock Purchase 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 may be issued under the 1994
Option Plan. Options are granted by the Board of Directors at prices not less
than the fair market value as of the date of the grant, generally have a
four-year vesting period and expire 10 years after the date of grant. At
December 31, 1996, a total of 18,900 shares were available for future grants
under the 1994 Option Plan. In addition, options to purchase 500,000 shares were
granted at fair market value to an executive of the Company under an Employment
Agreement entered into in 1996, of which 100,000 shares vested immediately, and
the remaining shares vest over a three year period. All such options not
previously exercised expire 10 years after the date of 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 the fair market value as of the date of the
grant, and have a three year vesting period. At December 31, 1996, there were
options granted to purchase 58,000 shares of common stock at prices ranging from
$5.00 to $18.50 per share. At December 31, 1996, options to purchase 27,500
shares were exercisable.
 
                                       34
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
 
NOTE 8: STOCKHOLDERS' EQUITY (CONTINUED)
    Information regarding all outstanding stock options is as follows:
 
<TABLE>
<CAPTION>
                                                 1996                      1995                       1994
                                       ------------------------  ------------------------  --------------------------
                                         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.......       1,249    $      12          904    $       9        1,070     $       7
Granted..............................       1,018           14          434           18          131            13
Exercised............................         (67)           7          (52)           6         (219)            3
Cancelled............................         (38)          13          (37)          11          (78)            9
                                            -----                     -----                     -----
Outstanding, end of year.............       2,162           13        1,249           12          904             9
                                            -----                     -----                     -----
                                            -----                     -----                     -----
Exercisable, end of year.............         913           10          752            8          782             8
                                            -----                     -----                     -----
                                            -----                     -----                     -----
</TABLE>
 
    The options outstanding at December 31, 1996 have exercise prices between
$1.25 and $20.00, with a weighted average remaining contractual life of 8.02
years.
 
    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 estimated
weighted average grant date fair value would have been $9.90 and $11.27 per
option share for those options granted in 1996 and 1995, respectively. The
Company's net income and earnings per share would have been reduced to the
following pro forma amounts:
 
<TABLE>
<CAPTION>
                                                                        1996          1995
                                                                    ------------  ------------
<S>                                                                 <C>           <C>
Net income........................................................  $  6,853,000  $  3,544,000
Earnings per share................................................  $        .53  $        .29
</TABLE>
 
    The resulting pro forma compensation expense for 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.
 
<TABLE>
<CAPTION>
                                                                               1996       1995
                                                                             ---------  ---------
<S>                                                                          <C>        <C>
Risk free interest rates...................................................      5.92%      6.50%
Expected lives.............................................................       7.90       7.20
Expected volatility........................................................        65%        54%
</TABLE>
 
                                       35
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
 
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 $835,000, $493,000 and $428,000 for
the years ended December 31, 1996, 1995 and 1994, respectively.
 
NOTE 10: 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 11: ADDITIONAL CASH FLOW INFORMATION
 
<TABLE>
<CAPTION>
                                                                 1996       1995       1994
                                                              ----------  ---------  ---------
                                                                       (IN THOUSANDS)
<S>                                                           <C>         <C>        <C>
Interest paid...............................................  $       80  $     316  $     127
Income taxes paid, net......................................       4,759      1,196      1,276
</TABLE>
 
NOTE 12: FINANCIAL INFORMATION RELATING TO FOREIGN AND DOMESTIC OPERATIONS AND
EXPORT SALES
 
    Operations for the years ended December 31, 1996, 1995 and 1994 are as
follows:
 
<TABLE>
<CAPTION>
                                                                           1996       1995       1994
                                                                        ----------  ---------  ---------
                                                                                 (IN THOUSANDS)
<S>                                                                     <C>         <C>        <C>
Sales to unaffiliated customers:
  United States.......................................................  $   79,675  $  76,028  $  67,088
  Europe..............................................................      30,734     21,050     12,852
                                                                        ----------  ---------  ---------
    Total.............................................................  $  110,409  $  97,078  $  79,940
                                                                        ----------  ---------  ---------
                                                                        ----------  ---------  ---------
Operating income:
  United States.......................................................  $    8,714  $   3,465  $   4,818
  Europe..............................................................       2,985      2,243      1,187
                                                                        ----------  ---------  ---------
    Total.............................................................  $   11,699  $   5,708  $   6,005
                                                                        ----------  ---------  ---------
                                                                        ----------  ---------  ---------
Identifiable assets:
  United States.......................................................  $   50,101  $  43,866  $  43,026
  Europe..............................................................      24,781     14,966      8,862
                                                                        ----------  ---------  ---------
    Total.............................................................  $   74,882  $  58,832  $  51,888
                                                                        ----------  ---------  ---------
                                                                        ----------  ---------  ---------
Export sales from United States.......................................  $    8,355  $   6,090  $   6,805
                                                                        ----------  ---------  ---------
                                                                        ----------  ---------  ---------
</TABLE>
 
    One international customer represented 10% of total 1996 revenues.
 
                                       36
<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      EXPENSE      DEDUCTIONS      PERIOD
------------------------------------------------------------------  -----------  -------------  -------------  -----------
<S>                                                                 <C>          <C>            <C>            <C>
Allowance for doubtful accounts:
  Year ended December 31, 1996....................................   $     481     $     429      $     439     $     471
  Year ended December 31, 1995....................................   $     844     $     317      $     680     $     481
  Year ended December 31, 1994....................................   $     453     $     548      $     157     $     844
</TABLE>
 
<TABLE>
<CAPTION>
                                                                    BALANCE AT    CHARGED TO                   BALANCE AT
                                                                     BEGINNING     COSTS OF                      END OF
DESCRIPTION                                                          OF PERIOD       SALES       DEDUCTIONS      PERIOD
------------------------------------------------------------------  -----------  -------------  -------------  -----------
<S>                                                                 <C>          <C>            <C>            <C>
Allowance for obsolete inventory:
  Year ended December 31, 1996....................................   $   1,069     $     625      $     279     $   1,415
  Year ended December 31, 1995....................................   $     666     $     635      $     232     $   1,069
  Year ended December 31, 1994....................................   $     639     $     393      $     366     $     666
</TABLE>
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE
 
Not Applicable.
 
                                    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 1997 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 1997 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 1997 Proxy Statement under the heading "Common Stock Ownership",
and is incorporated herein by reference.
 
                                       37
<PAGE>
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
    The information required by Item 404 of Regulation S-K will be contained in
the Company's 1997 Proxy Statement under the heading "Compensation Committee
Interlocks and Insider Participation", and is incorporated herein by reference.
 
                                    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>                                                                                            <C>
       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).
 
       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   Lease covering the Company's call center facility at 9229 E. 37th N., Wichita, Kansas, dated
              April 22, 1994 (incorporated by reference to the Exhibit filed with the Registrant's Annual
              Report on Form 10-K for the year ended December 31, 1994).
</TABLE>
 
                                       38
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO.                                           DESCRIPTION
-----------  ---------------------------------------------------------------------------------------------
<C>          <S>                                                                                            <C>
      10.7   December 22, 1994 Amendment to Lease covering the Company's call center facility
              (incorporated by reference to the Exhibit filed with the Registrant's Annual Report on Form
              10-K for the year ended December 31, 1994).
 
      10.8   Employment Agreement between the Registrant and David F. Hemmings dated September 8, 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).
 
      10.9   Non-Statutory Stock Option Agreement between the Registrant and David F. Hemmings dated
              September 8, 1993 (incorporated by reference to the Exhibit filed with the Registrant's
              Annual Report on Form 10-K for the year ended December 31, 1994). Confidential treatment has
              been granted with respect to a portion of the Exhibit.
 
      10.10  Lease covering the Company'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 August 9, 1995, between the Registrant and Stephen B. Rockoff
              (incorporated by reference to the Exhibit filed with the Registrant's Annual Report on Form
              10-K for the year ended December 31, 1995).
 
      10.15  Employment Agreement dated August 9, 1995, between the Registrant and Scott A. Maltz
              (incorporated by reference to the Exhibit filed with the Registrant's Annual Report on Form
              10-K for the year ended December 31, 1995).
 
      10.16  Employment Agreement dated August 9, 1995, between the Registrant and Alan C. Maltz
              (incorporated by reference to the Exhibit filed with the Registrant's Annual Report on Form
              10-K for the year ended December 31, 1995).
 
      10.17  Employment Agreement dated December 4, 1996, between the Registrant and David S. Gergacz.
 
      10.18  Lease covering the Company's facility at Brook House, Park Road, Gatley, England, dated June
              24, 1996.
 
      21.1   Subsidiaries of Brite.
 
      23.1   Consent of Arthur Andersen LLP.
 
      27     Financial Data Schedule.
 
      99.1   Report of Ernst & Young LLP.
 
        (b)  Reports on Form 8-K.
 
             The Registrant did not file any reports on Form 8-K during the last quarter of the period
             covered by this report.
</TABLE>
 
                                       39
<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.
 
                                          BRITE VOICE SYSTEMS, INC.
 
Dated:  March 21, 1997                    By:        /s/ DAVID S. GERGACZ
 
                                             -----------------------------------
 
                                                       David S. Gergacz
                                                   Chief Executive Officer
 
                                                   /s/ GLENN A. ETHERINGTON
 
                                             -----------------------------------
 
                                                     Glenn A. Etherington
                                                   Chief Financial Officer
 
    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/ STANLEY G. BRANNAN
------------------------------  Chairman of the Board         March 21, 1997
      Stanley G. Brannan
 
     /s/ DAVID S. GERGACZ
------------------------------  Chief Executive Officer,      March 21, 1997
       David S. Gergacz           President and Director
 
     /s/ PERRY E. ESPING
------------------------------  Director                      March 21, 1997
       Perry E. Esping
 
  /s/ C. MACKAY GANSON, JR.
------------------------------  Director                      March 21, 1997
    C. MacKay Ganson, Jr.
 
   /s/ JOHN F. KELSEY, III
------------------------------  Director                      March 21, 1997
     John F. Kelsey, III
 
      /s/ ALAN C. MALTZ
------------------------------  Director                      March 21, 1997
        Alan C. Maltz
 
      /s/ SCOTT A. MALTZ
------------------------------  Director                      March 21, 1997
        Scott A. Maltz
 
                                       40
<PAGE>
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
EXHIBIT NO.                                           DESCRIPTION
-----------  ---------------------------------------------------------------------------------------------
<C>          <S>                                                                                            <C>
       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).
 
       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 the 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   Lease covering the Company's call center facility at 9229 E. 37th N., Wichita, Kansas, dated
              April 22, 1994 (incorporated by reference to the Exhibit filed with the Registrant's Annual
              Report on Form 10-K for the year ended December 31, 1994).
 
      10.7   December 22, 1994 Amendment to Lease covering the Company's call center facility
              (incorporated by reference to the Exhibit filed with the Registrant's Annual Report on Form
              10-K for the year ended December 31, 1994).
 
      10.8   Employment Agreement between the Registrant and David F. Hemmings dated September 8, 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).
 
      10.9   Non-Statutory Stock Option Agreement between the Registrant and David F. Hemmings dated
              September 8, 1993 (incorporated by reference to the Exhibit filed with the Registrant's
              Annual Report on Form 10-K for the year ended December 31, 1994). Confidential treatment has
              been granted with respect to a portion of the Exhibit.
 
      10.10  Lease covering the Company'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).
</TABLE>
 
                                       41
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO.                                           DESCRIPTION
-----------  ---------------------------------------------------------------------------------------------
<C>          <S>                                                                                            <C>
      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 August 9, 1995, between the Registrant and Stephen B. Rockoff
              (incorporated by reference to the Exhibit filed with the Registrant's Annual Report on Form
              10-K for the year ended December 31, 1995).
 
      10.15  Employment Agreement dated August 9, 1995, between the Registrant and Scott A. Maltz
              (incorporated by reference to the Exhibit filed with the Registrant's Annual Report on Form
              10-K for the year ended December 31, 1995).
 
      10.16  Employment Agreement dated August 9, 1995, between the Registrant and Alan C. Maltz
              (incorporated by reference to the Exhibit filed with the Registrant's Annual Report on Form
              10-K for the year ended December 31, 1995).
 
      10.17  Employment Agreement dated December 4, 1996, between the Registrant and David S. Gergacz.
 
      10.18  Lease covering the Company's facility at Brook House, Park Road, Gatley, England, dated June
              24, 1996.
 
      21.1   Subsidiaries of Brite.
 
      23.1   Consent of Arthur Andersen LLP.
 
      27     Financial Data Schedule.
 
      99.1   Report of Ernst & Young LLP.
</TABLE>
 
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