<PAGE>
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549


                               ------------------------


                                      FORM 10-Q



[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended September 30, 1997

                                          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)
                                           
                                           
                KANSAS                                  48-0986248
    (STATE OR OTHER JURISDICTION                     (I.R.S. EMPLOYER 
    OF INCORPORATION OR ORGANIZATION)             IDENTIFICATION NUMBER)


                             250 INTERNATIONAL PARKWAY
                              HEATHROW, FLORIDA  32746
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                           

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (407) 357-1000
                                           


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  [   ] 

As of November 7, 1997, 11,993,196 shares of the registrant's common stock 
were outstanding.


                              TOTAL NUMBER OF PAGES: 17

<PAGE>
                              BRITE VOICE SYSTEMS, INC.
                                           
                                        INDEX
                                           
                                                                           Page
                                                                           ----
PART I.    FINANCIAL INFORMATION

  Item 1.  Financial Statements

           Consolidated Balance Sheets - September 30, 1997 and 
            December 31, 1996............................................    3

           Consolidated Statements of Income - Three and Nine Months 
            Ended September 30, 1997 and 1996............................    5

           Consolidated Statements of Cash Flows - Nine Months Ended
            September 30, 1997 and 1996..................................    6

           Notes to Financial Statements.................................    7
               
  Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations....................................    9

PART II.   OTHER INFORMATION.............................................   16
               
  Item 1.  Legal Proceedings.............................................   16

  Item 2.  Changes in Securities.........................................   16

  Item 3.  Defaults Upon Senior Securities...............................   16

  Item 4.  Submission of Matters to a Vote of Security Holders...........   16

  Item 5.  Other Information.............................................   16

  Item 6.  Exhibits and Reports on Form 8-K..............................   16

SIGNATURES ..............................................................   17


                      SEE NOTES TO FINANCIAL STATEMENTS

                                      -2-
<PAGE>

                           PART I.  FINANCIAL INFORMATION
                                          
ITEM 1.   FINANCIAL STATEMENTS
                                           
                              BRITE VOICE SYSTEMS, INC.
                             CONSOLIDATED BALANCE SHEETS
                          (IN THOUSANDS, EXCEPT SHARE DATA)
                                           
                                        ASSETS
                                        ------

<TABLE>
<CAPTION>
                                                            September 30,  December 31,
                                                                1997           1996  
                                                            -------------  ------------
                                                             (Unaudited)
<S>                                                         <C>            <C>
CURRENT ASSETS
    Cash and cash equivalents.............................   $    2,561     $    8,084 
    Accounts receivable, less allowance for doubtful
     accounts: $824 - 1997; $471 - 1996...................       38,436         35,067 
    Inventories...........................................       13,763         12,507 
    Prepaid expenses and other............................        7,631          2,601 
         Total Current Assets.............................       62,391         58,259 

PROPERTY AND EQUIPMENT
    Land and building.....................................        3,074          3,074 
    Furniture and equipment...............................       24,106         23,430 
                                                             ----------     ----------
                                                                 27,180         26,504
                                                             ----------     ----------
    Less accumulated depreciation.........................      (13,428)       (12,204)
                                                             ----------     ----------
         Total Property and Equipment.....................       13,752         14,300
                                                             ----------     ----------

OTHER ASSETS                                                      1,980          2,323
                                                             ----------     ----------

              TOTAL ASSETS................................   $   78,123     $   74,882
                                                             ----------     ----------
                                                             ----------     ----------
</TABLE>






                      SEE NOTES TO FINANCIAL STATEMENTS

                                      -3-
<PAGE>
                          BRITE VOICE SYSTEMS, INC.
                         CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE DATA)
                                           
                    LIABILITIES AND STOCKHOLDERS' EQUITY
                    ------------------------------------

<TABLE>
<CAPTION>
                                                                        September 30,  December 31,
                                                                            1997           1996  
                                                                        -------------  ------------
                                                                         (Unaudited)
<S>                                                                      <C>            <C>
CURRENT LIABILITIES
    Accounts payable................................................     $     9,914    $   10,539
    Accrued salaries and wages......................................           3,180         1,974 
    Other accrued expenses..........................................           4,168         1,512
    Deferred revenue................................................           1,850         2,063 
    Customer deposits...............................................           2,749         3,526
    Income taxes payable............................................             376         1,087
    Short-term debt.................................................           6,751            -- 
                                                                         -----------    ----------
         Total Current Liabilities..................................          28,988        20,701 
                                                                         -----------    ----------

COMMITMENTS AND CONTINGENCIES.......................................              --            --

STOCKHOLDERS' EQUITY
    Preferred stock, no par value; authorized 10,000,000 shares; 
     none issued and outstanding....................................              --            --
    Common stock, no par value; authorized 30,000,000 shares; 
     issued 11,938,196 shares - 1997; 11,829,595 shares - 1996......          39,190        38,417
    Retained earnings...............................................          10,401        14,938
    Cumulative foreign currency translation adjustment..............            (456)          826
                                                                         -----------    ----------
         Total Stockholders' Equity.................................          49,135        54,181    
                                                                         -----------    ----------

              TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY............     $    78,123    $   74,882     
                                                                         -----------    ----------
                                                                         -----------    ----------
</TABLE>


                      SEE NOTES TO FINANCIAL STATEMENTS

                                      -4-
<PAGE>

                              BRITE VOICE SYSTEMS, INC.
                          CONSOLIDATED STATEMENTS OF INCOME
                          (IN THOUSANDS, EXCEPT SHARE DATA)
                                                      

<TABLE>
<CAPTION>
                                                    Three Months Ended             Nine Months Ended
                                                       September 30,                  September 30,
                                                     1997          1996           1997           1996   
                                                 -----------    -----------    -----------    -----------
                                                        (Unaudited)                    (Unaudited)
<S>                                              <C>            <C>            <C>            <C>
REVENUES
    Systems..................................    $    16,243    $    14,553    $    52,119    $    44,357
    Services.................................         13,184         10,803         37,443         35,514
                                                 -----------    -----------    -----------    -----------
                                                      29,427         25,356         89,562         79,871
                                                 -----------    -----------    -----------    -----------

COSTS AND EXPENSES
    Cost of Sales:
      Systems................................          7,700          6,093         23,860         19,210
      Services...............................          7,537          5,746         21,563         17,660
    Research and engineering.................          3,337          2,947          9,693          8,271
    Selling, general and administrative......         10,716          9,262         32,815         25,834
    Restructuring, relocation and other......          1,543             --          8,328             --
                                                 -----------    -----------    -----------    -----------
                                                      30,833         24,048         96,259         70,975
                                                 -----------    -----------    -----------    -----------

INCOME (LOSS) FROM OPERATIONS................         (1,406)         1,308         (6,697)         8,896

OTHER INCOME (EXPENSE), NET..................             24            (44)            61            136
                                                 -----------    -----------    -----------    -----------
INCOME (LOSS) BEFORE TAXES...................         (1,382)         1,264         (6,636)         9,032

PROVISION (CREDIT) FOR 
 INCOME TAXES................................           (414)           320         (2,083)         2,496
                                                 -----------    -----------    -----------    -----------

NET INCOME (LOSS)............................    $      (968)   $       944    $    (4,553)   $     6,536
                                                 -----------    -----------    -----------    -----------
                                                 -----------    -----------    -----------    -----------

EARNINGS (LOSS) PER SHARE....................    $      (.08)     $    .08     $      (.38)   $       .54
                                                 -----------    -----------    -----------    -----------
                                                 -----------    -----------    -----------    -----------

WEIGHTED AVERAGE SHARES
 OUTSTANDING.................................         12,028         12,166         12,042         12,125
</TABLE>


                      SEE NOTES TO FINANCIAL STATEMENTS

                                      -5-
<PAGE>
                           BRITE VOICE SYSTEMS, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                               Nine Months Ended 
                                                                                  September 30,
                                                                               1997           1996 
                                                                            ----------     ----------
                                                                                   (Unaudited)
<S>                                                                         <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income (loss)....................................................   $   (4,553)    $    6,536
    Items not requiring cash:
         Depreciation and amortization...................................        3,155          2,375
         Restructuring, relocation and other.............................        3,328             --
    Changes in:
         Accounts receivable.............................................       (4,213)        (6,459)
         Inventories.....................................................       (2,260)        (1,184)
         Accounts payable and accrued expenses...........................        3,285            388
         Other current assets and liabilities............................       (6,540)          (376)
                                                                            ----------     ----------

              Net cash provided by (used in) operating activities........       (7,798)         1,280
                                                                            ----------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment, net..............................       (3,516)        (4,085)
    (Increase) decrease in other assets..................................       (1,441)           251
    Proceeds from sale of property and equipment.........................           --            323
                                                                            ----------     ----------

              Net cash provided by (used in) investing activities........       (4,957)         2,922
                                                                            ----------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of common stock.............................................           --          2,761
    Exercise of stock options............................................          774            712
    Principal payments on debt...........................................           --           (551)
    Short term borrowings................................................        6,751             --
                                                                            ----------     ----------

              Net cash provided by (used in) financing activities........        7,525          2,922
                                                                            ----------     ----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH..................................         (293)            67
                                                                            ----------     ----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.........................       (5,523)           758
CASH AND CASH EQUIVALENTS, BEGINNING 
 OF PERIOD...............................................................        8,084          3,405
                                                                            ----------     ----------

CASH AND CASH EQUIVALENTS, END OF PERIOD.................................   $    2,561     $    4,163
                                                                            ----------     ----------
                                                                            ----------     ----------
</TABLE>



                      SEE NOTES TO FINANCIAL STATEMENTS

                                      -6-
<PAGE>
                          BRITE VOICE SYSTEMS, INC.
                       NOTES TO FINANCIAL STATEMENTS


1.  The 1997 and 1996 financial statements (except for the December 31, 1996 
    Balance Sheet) included herein have been prepared by the Company, without 
    audit, and reflect all adjustments (consisting only of those of a normal 
    recurring nature) which are, in the opinion of management, necessary to 
    fairly present the financial position, results of operations and cash 
    flows for the interim periods.  Certain information and footnote 
    disclosures normally included in financial statements prepared in 
    accordance with generally accepted accounting principles have been 
    condensed or omitted, although the Company believes that the disclosures 
    are adequate to make the information presented not misleading.  It is 
    suggested that these condensed financial statements be read in 
    conjunction with the financial statements and the notes thereto for the 
    year ended December 31, 1996, contained in the Company's Annual Report to 
    Stockholders and Form 10-K filed with the Securities and Exchange 
    Commission.

2.  Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
                             September 30,  December 31,
                                 1997           1996 
                             -------------  ------------
<S>                            <C>           <C>
      Purchased parts . . .    $   4,709     $   4,060
      Work in progress. . .        6,694         5,581
      Finished goods. . . .        2,360         2,066
                               ---------     ---------

                               $  13,763     $  12,507
                               ---------     ---------
                               ---------     ---------
</TABLE>

3. The Company has recorded charges of $1,543,000 for the three months and 
    $8,328,000 for the nine months ended September 30, 1997, related to the 
    restructuring of the Company's operations and the relocation of its 
    headquarters to Orlando, Florida.  Included in the charge was 
    approximately $3,327,000 in asset impairments as a result of the 
    Company's decision to discontinue certain product lines and abandon 
    certain assets, and the reevaluation of the net realizable value of 
    certain intangible assets. The Company also recorded severance costs of 
    approximately $1,243,000 relating to the elimination of certain product 
    lines, the closing of its Dallas, Texas facility and the transfer of 
    certain functions from its facilities in Wichita, Kansas, and Boston, 
    Massachusetts to its new headquarters in Orlando.  Other costs, 
    consisting principally of moving expenses, consulting costs, temporary 
    labor and travel, amounted to approximately $3,758,000 during the nine 
    months ended September 30, 1997.

4.  On September 23, 1997, the Company entered into an Asset Purchase 
    Agreement with IT Network, Inc. pursuant to which the Company would sell 
    certain assets used in its electronic publishing business for $35,000,000 
    to be paid in cash upon closing of the transaction.  The business sold 
    includes: i) the management of audiotex systems installed on customers' 
    premises; ii) the creation and transmission by satellite of information 
    for access by telephone callers; iii) the creation and provision of a 
    variety of information for yellow pages publishers over the Internet; iv) 
    the sale of advertising sponsorships to various categories of audiotex 
    information made available through yellow pages publishers' audiotex 
    systems and v) advertiser management services provided on behalf of 
    yellow pages publishers whereby advertising entities are contacted from 
    an outbound call center

                                      -7-
<PAGE>

    for periodic updating of their audiotex sponsorships and advertisements.  
    This transaction was consummated on October 30, 1997.  Revenues related 
    to the businesses being sold were $3,344,000 for the three months, and 
    $9,743,000 for the nine months ended September 30, 1997, and are included 
    in "Services Revenues" in the accompanying financial statements. 
 
5.  Income taxes paid, net of refunds received, during the three months ended
    September 30, 1997 and 1996 were $754,000 and $333,000, respectively.

    Interest paid during the three months ended September 30, 1997 and 1996 was
    $124,000 and $19,000, respectively.







                                      -8-
<PAGE>


                        PART I:   FINANCIAL INFORMATION


ITEM 2.  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-Q report, may contain certain
"forward-looking" information, as that term is defined by the Private Securities
Litigation Reform Act of 1995 (the "Act").  The words "expects," "anticipates,"
"believes" and similar words generally signify a "forward-looking" statement. 
These forward-looking statements are made pursuant to the safe harbor provisions
of the Act.  The reader is cautioned that all forward-looking statements are
necessarily speculative and that there are certain risks and uncertainties that
could cause actual events or results to differ materially from those referred to
in such forward-looking statements.  Such risks and uncertainties include those
inherent generally in the voice processing and telecommunications consulting
industries, such as product demand, pricing, market acceptance, reliance on
significant customers, intellectual property rights, risks in product and
technology developments, and other risk factors detailed in the section below
entitled "Certain Factors to be Considered".  The Company undertakes no
obligation to publicly revise any forward-looking statement due to changes in
circumstances after the date of this report, or to reflect the occurrence of
unanticipated events.

RESULTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE AND NINE MONTHS
ENDED SEPTEMBER 30, 1996
           
    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 systems can be divided into two
categories: those that increase its customers' revenues through increased
subscription or user fees ("Network Systems"), and those that reduce customers'
costs or improve the efficiency of services provided to end user customers
("Business Systems").

    Total revenues increased $4,071,000, or 16.1%, for the three months ended
September 30, 1997 and increased $9,691,000, or 12.1%, for the nine months ended
September 30, 1997.  The increases were due primarily to increased equipment
sales to new and existing customers, increases in managed services and service
contract and repair revenue, offset by a decrease in telecommunications
management services revenues.

    Systems revenues increased $1,690,000, or 11.6%, for the three months ended
September 30, 1997 and increased $7,762,000, or 17.5%, for the nine months ended
September 30, 1997. Network systems revenues increased while business systems
revenues decreased as shown in the following table: 



                                      -9-
<PAGE>
                              SYSTEMS REVENUES

<TABLE>
<CAPTION>
                                   Three Months ended
                                      September 30,            %Increase/
                                   1997           1996         (Decrease)
                              -------------   -------------    ----------
<S>                           <C>             <C>              <C>
    Business Systems........  $   5,819,000   $   8,417,000      (30.9%)
    Network Systems.........     10,424,000       6,136,000       69.9%
                              -------------   -------------      ------
    Total...................  $  16,243,000   $  14,553,000       11.6%

<CAPTION>
                                   Nine Months ended
                                      September 30,            %Increase/
                                   1997           1996         (Decrease)     
                              -------------   -------------    ----------
<S>                           <C>             <C>              <C>
    Business Systems........  $  14,482,000   $  19,841,000      (27.0%)
    Network Systems.........     37,637,000      24,516,000       53.5%
                              -------------   -------------      ------
    Total...................  $  52,119,000   $  44,357,000       17.5%
</TABLE>


    Business Systems revenue consists principally of sales of interactive voice
response ("IVR"), audiotex or electronic publishing, and small voice messaging
systems for use in conjunction with a corporation's PBX. The decrease of
$2,598,000, or 30.9%, for the three months ended September 30, 1997 and the
decrease of $5,359,000, or 27.0%, for the nine months ended September 30, 1997
were primarily due to reduction in the number of systems shipped to new and
existing customers. The Company believes this decline is primarily due to delays
in purchasing upgrades by existing customers for the Company's IVR equipment,
the discontinuation of the Company's CPE based voice messaging product line, and
to a decline in sales of the Company's audiotex systems. Because many of the
Company's customers have shifted their emphasis from audiotex to other on-line
systems and services, future sales of electronic publishing systems in the
domestic market will be increasingly more difficult to obtain.

    Network Systems revenues, consisting of sales of voice activated dialing
and prepaid calling systems,  increased $4,288,000, or 69.9%, for the three
months ended September 30, 1997 and increased $13,121,000, or 53.5%, for the
nine months ended September 30, 1997.  These increases are due primarily to
continued purchases by existing customers, as well as expansion of the Company's
customer base in the European and Pacific Rim markets.  The Company believes
that international markets are behind the United States in terms of market
penetration of voice processing systems and intends to devote additional
resources to capture these markets.

    The Company's systems sales are dependent upon continued orders by existing
customers, orders from new customers and development of new products.  There can
be no assurance that the Company will be able to increase or maintain its market
share in the future or to sustain recent growth rates.

    Services revenues increased $2,381,000, or 22.0%, for the three months
ended September 30, 1997 and increased $1,929,000, or 5.4%, for the nine months
ended September 30, 1997, principally due to increased managed services revenues
and contract and repair revenues offset by declines in telecommunications
management services revenues during the first six months of 1997. In addition,
the Company  sold its 900 Voice Personals product in July 1996. With the Voice
Personals product revenue excluded from the 1996 results, services revenues
would have increased $2,705,000, or 25.8%, for the three months ended September
30, 1997  and $4,696,000, or 14.3%, for the nine months ended September 30,
1997. The breakdown of services revenues is shown in the following table:


                                      -10-
<PAGE>
                              SERVICES REVENUES


<TABLE>
<CAPTION>
                                         Three Months ended
                                             September 30,            %Increase/
                                          1997           1996         (Decrease)
                                     -------------   -------------    ----------
<S>                                  <C>             <C>                <C>
    Managed services(1)...........   $   3,637,000   $   2,561,000       42.0%
    Service contract and repair          3,656,000       3,142,000       16.4%
    Information services..........       1,470,000       1,530,000       (3.9%)
    Telecommunication management
     services.....................       4,421,000       3,570,000       23.8%
                                     -------------   -------------      ------
    Total.........................   $  13,184,000   $  10,803,000       22.0%

<CAPTION>
                                          Nine Months ended
                                             September 30,            %Increase/
                                          1997           1996         (Decrease)
                                     -------------   -------------    ----------
<S>                                  <C>             <C>                <C>
    Managed services(1)...........   $  10,760,000   $   8,713,000       23.5%
    Service contract and repair...      11,031,000       9,759,000       13.0%
    Information services..........       4,431,000       4,283,000        3.5%
    Telecommunication management
         services.................      11,221,000      12,759,000      (12.0%)
                                     -------------   -------------      ------
    Total.........................   $  37,443,000   $  35,514,000        5.4%
</TABLE>
    
    (1)  Included Voice Personals revenues of $324,000 for the three
    months ended and $2,767,000 for the nine months ended September 30,
    1996.  The Voice Personals product line was sold in July 1996.

    Managed services revenues increased $1,076,000, or 42.0%, for the three
months ended September 30, 1997 and $2,047,000, or 23.5%, for the nine months
ended September 30, 1997, primarily due to a large system rental to one customer
and the commencement of advertising sales on behalf of yellow page customers. 
With the Voice Personals product revenues excluded from 1996 results, managed
services revenues would have increased $1,400,000, or 62.6%, for the three
months ended September 30, 1997 and $4,814,000, or 81.0%, for the nine months
ended September 30, 1997.  

    Service contract and repair revenue increased $514,000 or 16.4%, for the
three months ended September 30, 1997 and increased $1,272,000, or 13.0%, for
the nine months ended September 30, 1997.  The increases are due primarily to an
increase in the installed base of customers who subscribe to quarterly or annual
maintenance contracts. 

    Information services revenue decreased $60,000, or 3.9%, for the three
months ended September 30, 1997 and increased $148,000, or 3.5%, for the nine
months ended September 30, 1997. Future information services revenues are
expected to be minimal because of the sale of certain of the assets of the
electronic publishing division which was consummated on October 30, 1997 (see
Note 4 above).

    Telecommunications management services consists of three principal 
products: billing verification services, software and managed services, and 
professional services.  Revenues increased $850,000, or 23.8% for the three 
months ended September 30, 1997 and decreased $1,538,000, or 12.0% for the 
nine months ended September 30, 1997.  Software and managed services and 
professional services revenues increased by $723,000, or 27.7% for the three 
months, and $1,656,000, or 23.3% for the nine months ended September 30, 1997, 
primarily due to an increase in the number of customers utilizing the 
Company's professional and software services.  Billing verification revenues 
increased $128,000, or 13.3% for the three months ended September 30, 1997, 
but decreased $5,638,000, or 56.7% for the nine months ended September 30, 
1997.  The Company's billing verification revenues are 


                                      -11-
<PAGE>

characterized by a small number of large refunds, the timing of which is 
difficult to predict on a quarterly basis.  The decline in revenues for the 
nine month period reflects the lack of large refunds similar to those received 
during the same period a year ago.  Because these large refunds have 
relatively low incremental costs of sale, the presence or absence of such 
refunds has a significant effect on the Company's quarterly financial 
performance.  The Company continues to pursue large billing verification 
contracts, but is unable to predict the success of its efforts in this area. 
The Company is currently evaluating the strategic significance of its 
telecommunications management business, and because of the inconsistent 
results experienced during the last twelve months, may choose to sell or 
otherwise dispose of this business unit.

    Cost of system sales increased $1,607,000, or 26.4%, for the three months
ended September 30, 1997 and $4,650,000, or 24.2%, for the nine months ended
September 30, 1997. As a percentage of system sales, actual costs increased to
47.4% from 41.9% for the three months ended September 30, and increased to 45.8%
from 43.3% for the nine months ended September 30, 1997.  Actual costs increased
due primarily to an increase in the number of systems shipped by the Company. 
The increases as a percentage of revenues are due primarily to an increase in
pass through sales, a decline in software content and a greater presence of
international sales, which have historically had lower gross margins than
domestic sales. 

    Cost of services revenues increased $1,791,000, or 31.2%, for the three 
months ended September 30, 1997 and $3,903,000, or 22.1%, for the nine months 
ended September 30, 1997.  As a percentage of services revenues, actual costs 
increased to 57.2% from 53.2% for the three months ended September 30, and 
increased to 57.6% from 49.7% for the nine months ended September 30, 1997. 
These increases were due primarily to an expansion of the infrastructure of 
the telecommunications management services departments. The decline in margins 
was due principally to a shift in the revenue mix from predominantly billing 
verification revenues to lower margin outsourcing and software services 
revenue.

    Research and engineering expenses increased $390,000, or 13.2%, for the
three months ended September 30, 1997 and $1,422,000, or 17.2%, for the nine
months ended September 30, 1997.  The increase in actual expenditures is due to
an increase in staff dedicated to designing new products and enhancing existing
products. As a percentage of revenue, these expenses decreased to 11.3% from
11.6% for the three months ended September 30 and increased to 10.8% from 10.4%
for the nine months ended September 30, 1997. 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.  Such
expenses could continue to increase as a percentage of revenues as well.

    Selling, general and administrative expenses increased $1,454,000, or
15.7%, for the three months ended September 30, 1997 and $6,981,000, or 27.0%,
for the nine months ended September 30, 1997.  The increase in actual
expenditures is primarily due to the relocation of the European facility in
October 1996, the expansion of the European sales and administration staff and
the addition of offices in France and Denmark.  As a percentage of revenues,
these expenses declined slightly to 36.4% from 36.5% for the three months ended
September 30, 1997, and increased to 36.6% from 32.3% for the nine months ended
September 30, 1997.  The Company continues to expand its international and
domestic sales and marketing efforts. 

    The Company has recorded charges of $1,543,000 for the three months and
$8,328,000 for the nine months ended September 30, 1997, related to the
restructuring of the Company's operations and the relocation of its headquarters
to Orlando, Florida.  Included in the charge was approximately $3,327,000 in
asset impairments as a result of the Company's decision to discontinue certain
product lines and abandon certain assets, and the reevaluation of the net
realizable value of certain intangible assets. The Company also recorded
severance costs of approximately $1,243,000 relating to the elimination of


                                      -12-
<PAGE>

certain product lines, the closing of its Dallas, Texas facility and the 
transfer of certain functions from its facilities in Wichita, Kansas, and 
Boston, Massachusetts to its new headquarters in Orlando.  Additionally, costs 
consisting principally of moving expenses, consulting costs, temporary labor 
and travel amounted to approximately $3,758,000 during the nine months ended 
September 30, 1997.

    The effective income tax rates for the three months and nine months ended
September 30, 1997 resulted in a benefit of 29.9% and 31.4% of the loss before
income taxes, respectively.  The variances from the United States statutory rate
are due primarily to net operating losses offset by certain relocation charges
that may not be deductible for tax purposes.  The effective tax rates for the
three months and nine months ended September 30, 1996 was 25.3% and 27.6%,
respectively.  The variance from the United States statutory rate was primarily
due to a reduction of the Company's deferred tax valuation allowance and
utilization of net operating losses and credit carryforwards acquired through
the Company's 1993 merger with Perception Technology Corporation.

    On September 23, 1997, the Company entered into an Asset Purchase Agreement
with IT Network, Inc. pursuant to which the Company would sell certain assets
used in its electronic publishing business for $35,000,000 to be paid in cash
upon closing of the transaction.   The business sold includes: i) the management
of audiotex systems installed on customers' premises; ii) the creation and
transmission by satellite of information for access by telephone callers; iii)
the creation and provision of a variety of information for yellow pages
publishers over the Internet; iv) the sale of advertising sponsorships to
various categories of audiotex information made available through yellow pages
publishers' audiotex systems and v) advertiser management services provided on
behalf of yellow pages publishers whereby advertising entities are contacted
from an outbound call center for periodic updating of their audiotex
sponsorships and advertisements.  This transaction was consummated on October
30, 1997.  Revenues related to the businesses being sold were $3,344,000 for the
three months and $9,743,000 for the nine months ended September 30, 1997, and
are included as "Services Revenues" in the accompanying financial statements. 

LIQUIDITY AND CAPITAL RESOURCES 

    As of September 30, 1997, the Company had a current ratio of 2.1 to 1, and
working capital of $33,403,000, compared to a current ratio of 2.8 to 1 and
working capital of $37,558,000 at December 31, 1996.

    Cash flows from operating activities utilized net cash of $7,798,000 for
the nine months ended September 30, 1997.  Accounts receivable at September 30,
1997 increased by  $4,213,000 compared to December 31, 1996, principally due to
an increase in international sales, which typically have longer payment and
collection cycles. Inventory increased by $2,260,000, primarily due to the
backlog of orders that will be recognized in future periods.  The Company
believes the increase in each of these areas to be in line with the revenue
growth experienced during the nine months ended September 30, 1997, and the
backlog of orders at the end of the quarter.  The cash utilization was funded by
the available cash of $8,082,000 at December 31, 1996 plus short-term borrowings
of $6,751,000. 

    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.


                                      -13-
<PAGE>

    The Company maintains a $10,000,000 line of credit that is used from time
to time to fund short-term cash requirements.  Borrowings of $6,751,000 were
outstanding under the line as of September 30, 1997.  

    The Company consummated the sale of certain assets of its electronic
publishing division on October 30, 1997.  Proceeds from the sale were
$35,000,000, a portion of which will be used to retire the short-term borrowings
under the Company's unsecured line of credit.  The remainder of the funds will
be added to working capital and used for general corporate purposes.

    The Company has committed to constructing a hardware platform capable of
providing certain of its products on a managed services basis.  Costs estimated
to complete this platform are between $3,000,000 and $4,000,000.  The Company
has funded these capital requirements through a combination of operating and
financing leases.  The Company has no other significant capital commitments, and
believes that current working capital, funds from the sale of certain assets of
the electronic publishing division and future operations will be sufficient to
fund the Company's capital requirements for at least the next twelve months.

INFLATION

    Inflation has not had a material impact on the Company's results of
operations.  Because of the competitive nature of the computer industry, the
costs of parts used in the Company's products have remained relatively stable. 
However, should inflation rise to higher levels, the Company believes that such
inflationary costs would be passed on to customers by both the Company and its
competition.

CERTAIN FACTORS TO BE CONSIDERED

    The Company has historically operated with very little backlog.  There are
no long-term supply agreements with customers and, as a result, revenues in any
quarter are dependent upon orders that are received and shipped during the
quarter. Further, a large percentage of any quarter's system shipments are
recorded in the last month of the quarter.  Consequently, quarterly revenues and
operating results will depend on the volume and timing of new orders received
during a quarter, which are difficult to predict.  Failure to receive adequate
amounts of new orders could adversely affect revenues and operating results, and
such shortfalls may not be known until very late in any quarter.

    The Company faces a number of risks in conducting its international
business that do not affect its domestic business, including greater
concentration of business with fewer customers, longer payment cycles, greater
difficulty in accounts receivable collection and difficulty in staffing and
managing foreign subsidiary operations.  Installation of the Company's products
outside the United States requires that the Company conform to local telephone
and electrical regulations.  The Company has traditionally relied on its
suppliers to obtain the necessary registrations in order for the Company to
install products within specific countries.  There can be no assurance that
these factors will not have an adverse impact on the Company's future
international sales or operating results.

    The voice processing industry is subject to rapid technological change,
including continuing improvements in hardware and software performance.  In
order to maintain its competitive position, the Company must continually release
new products and develop enhancements and new features for its existing products
on a timely basis.  There can be no assurance that the Company will be
successful in developing and marketing, on a timely basis, product modifications
or enhancements, or new products that respond to technological advances by
others, or that such new or enhanced products or features will adequately and
competitively address the needs of the marketplace.  Because of the increasing
complexity of the Company's products, these efforts can be expected to continue
to increase in technical 



                                      -14-
<PAGE>

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.   In recent months, the 
Company has dedicated much of its engineering capacity to the development of a 
prepaid calling platform to be offered by a large customer on a service bureau 
basis.  The dedication of substantial resources to this project may adversely 
affect the Company's ability to obtain and complete other development projects.

    The Company recently relocated its corporate headquarters and certain sales
and marketing functions to Orlando, Florida, and has experienced anticipated
disruptions in its operations in the process.  It is possible that these
disruptions could lead to delays in the development or delivery of new products
and that customer dissatisfaction could result.  In addition, it is possible
that actual relocation costs will exceed those projected.

    The Company's success is largely dependent upon its ability to attract and
retain qualified employees, especially technical employees and executives. 
There exists substantial competition for highly qualified personnel and there
can be no assurance that the Company will be successful in hiring and retaining
the required personnel.  The Company has experienced some attrition in its work
force as a result of the relocation of its headquarters to Orlando.

    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 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.



                                      -15-
<PAGE>

                         PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

    Not applicable.

ITEM 2.  CHANGES IN SECURITIES

    Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

    Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    Not applicable.

ITEM 5.  OTHER INFORMATION

    Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a)  Exhibits.
         
         Exhibit 10.1 - Employment Agreement dated July 1, 1997 between the
         Company and Donald R. Walsh.

         Exhibit 10.2 - Employment Agreement dated July 23, 1997 between the
         Company and Ray S. Naeini.

         Exhibit 10.3 - Amendment to Employment Agreement dated June 1, 1997
         between the Company and Alan C. Maltz.

         Exhibit 27 - Financial Data Schedule.

    (b)  No reports on Form 8-K were filed during the quarter for which this
         report is filed.


                                      -16-
<PAGE>
                                   SIGNATURE


    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.



Dated:   November 12, 1997

              

                                     BRITE VOICE SYSTEMS, INC.


                                        /S/ GLENN A. ETHERINGTON           
                                     -----------------------------------------
                                     Glenn A. Etherington
                                     Chief Financial Officer
                                     Duly Authorized Officer on behalf of the 
                                      Registrant








                                      -17-
<PAGE>
                              INDEX TO EXHIBITS


Exhibit 10.1  Employment Agreement dated July 1, 1997 between the Company and
              Donald R. Walsh

Exhibit 10.2  Employment Agreement dated July 23, 1997 between the Company and
              Ray S. Naeini

Exhibit 10.3  Amendment to Employment Agreement dated June 1, 1997 between the
              Company and Alan C. Maltz

Exhibit 27    Financial Data Schedule