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2002 Financial Press Releases
 

BOGEN REPORTS THIRD QUARTER AND Y-T-D 2002 FINANCIAL RESULTS

Profits Up Sharply Versus Prior Year

Ramsey, NJ, November 7, 2002 – Bogen Communications International, Inc., (NASDAQ: BOGN) (“Bogen”) today announced results for the third quarter and year-to-date ending September 30, 2002.

Sales

Third quarter net sales rose 2.9% to $15,653,000 from $15,213,000 in last year’s third quarter. Separating the results into its U.S. and European segments, Bogen reported that:

  • U.S. sales for the third quarter of 2002 were 4.4% lower than in the third quarter of 2001. Strong sales in Commercial Audio were offset by declines in Telco and Pro Audio. Engineered Systems sales were essentially flat.

  • European third quarter sales rose 24.2% from the third quarter of 2001, reaching $4,838,000 this year against $3,897,000 last year. In euro terms, third quarter sales were up 15.5%. Unified Messaging (“UMS”) sales drove the increase with several large installations in the quarter. Corporate Voice Processing (“CVP”) sales declined, continuing to be severely affected by the European telecommunications recession.

Year-to-date 2002 net sales decreased minimally from $44,851,000 in 2001 to $44,741,000, as the strong performance in this year’s third quarter helped to offset the first quarter’s weak sales. U.S. segment sales on a year-to-date basis rose from $31,070,000 to $32,003,000, a 3.0% gain over last year. For the European segment, sales decreased 7.6% to $12,738,000 in 2002 versus $13,781,000 in 2001.

Gross Margin

The Company’s consolidated gross margin was higher in the third quarter of 2002 compared to the same period in 2001, reflecting higher gross margins in its European segment which offset slightly lower U.S. gross margins. The Company’s overall gross margin as a percentage of net sales was 47.6% in the third quarter of 2002, up from 47.5% in the third quarter of 2001, even though the individual business segments had lower gross margin percentages, due to the relative weighting of segment sales and gross margins from year to year.

For the first nine months of 2002, consolidated gross margin as a percentage of net sales was 47.3%, down from last year’s 47.8%. Year-to-date margins in the U.S. were almost flat at 43.6%. European margins decreased slightly from 57.0% to 56.8%.

Operating & Other Expenses

Consolidated operating expenses totaled $6,364,000 for the third quarter of 2002, a 12.6% decrease from last year’s $7,284,000 in operating expense. This reduced outlay represents the absence of a restructuring charge in the current year, and the change in accounting related to the non-amortization of goodwill. Goodwill amortization expense was $255,000 for the three months ended September 30, 2001.

Operating expenses in the U.S. segment totaled $3,857,000, or 35.7% of net sales, in the third quarter this year, down from $4,433,000, or 39.2% of net sales, in the same quarter of 2001.

In the European segment, operating expenses were $2,507,000 in the third quarter of 2002, down from $2,851,000 in 2001. As a percent of net segment sales, operating expenses were 51.8% this year, down from 73.2% last year. This outcome reflects reduced costs and increased revenues.

For the nine months of 2002, operating expenses were $18,118,000, a 14.3% decrease from the $21,148,000 in the comparable period last year. U.S. segment operating expenses for the year to date are $11,174,000, down 12.3% from last year’s $12,741,000. For Europe, operating expenses came in at $6,944,000, a 17.4% reduction from the $8,407,000 incurred in the first nine months of last year.

Income and EBITDA

The Company’s consolidated net income for the third quarter of 2002 was $665,000, or $0.10 cents per diluted share. In the same period of 2001, the Company had a net loss of $232,000 or $0.02 per diluted share. EBITDA in the third quarter of 2002 was $1,601,000 versus $657,000 in the same period of 2001.

The U.S. segment posted an operating profit of $943,000 for the 2002 third quarter, up from $603,000 in the same period last year. Profit before tax, net income, and EBITDA for the 2002 third quarter were $953,000, $534,000, and $1,203,000 respectively. The comparable numbers for the third quarter of 2001 were $711,000, $304,000, and $1,079,000, respectively.

The European segment had an operating profit of $139,000 for the third quarter of 2002 versus an operating loss of $654,000 for the third quarter of 2001. The segment posted a 2002 gain of $130,000 pre-tax and $131,000 after tax. The comparable numbers for the same period of 2001 are losses of $670,000 and $536,000, respectively. EBITDA was $398,000 in the third quarter this year versus $(422,000) last year.

For the year-to-date, consolidated net income and EBITDA were $2,008,000 and $4,650,000 respectively. Comparable figures for the first nine months of 2001 were $228,000 and $2,443,000, respectively.

Comments by Jonathan Guss

Bogen’s Chief Executive Officer, Jonathan Guss, stated, “We feel the third quarter and year-to-date results reflect strong performance against a backdrop of continued weakness in both the U.S. and European economies. Bogen continues to manage both costs and cash flow carefully while awaiting full recovery of our core markets.

“Also noteworthy in the third quarter was our repurchase of approximately 4.2 million shares, through the negotiated acquisition of two large shareholder blocks and a successful self-tender completed in August. These actions offered liquidity at a substantial premium to those shareholders who desired it, while being accretive to earnings on a pro forma basis and increasing the percentage stake held by those stockholders electing to retain their shares.

“Finally, Speech Design continues to make significant inroads in the European Unified Messaging market-place.  Major carrier installations resulted in another quarter of positive cash flow for UMS, keeping the UMS business on track for its first profitable year.  Speech Design’s CVP business continues to suffer from the malaise affecting new switch sales across Europe, and we are aggressively developing new opportunities to improve revenues and reduce costs.”

Comments by Michael P. Fleischer

Michael P. Fleischer, Bogen’s President, stated, “The U.S. business continues on track to a strong year.  Our cost structure matches today’s conditions. We continue to take steps to maintain or improve revenue in a difficult climate. In this regard, we believe our sales are holding up better than many other companies in our markets.  We take this as a good sign for the future.

“With strong earnings and positive cash flow for yet another quarter, in the midst of a lackluster macro-economic environment, our U.S. business is showing resiliency, results, and promise.”

About Bogen

Bogen Communications International, Inc., based in Ramsey, New Jersey, and Munich, Germany, develops, manufactures, and markets telecommunications peripherals, sound processing equipment, and Unified Messaging products and services.  Bogen’s products are sold to commercial, industrial, professional and institutional customers worldwide.

Conference Call

Bogen’s management also plans to host a conference call at 11:00 Eastern Time on Thursday, November 7, 2002, to discuss third quarter results.  This conference call will be distributed over www.vcall.com. Listeners may also visit the Company’s website: www.bogen.com at the Company Info section, to access the conference call.  To listen to the live call please go to one of the websites at least 15 minutes early to register, download and install any necessary audio software.  If you are unable to listen live, the conference call will be archived and can be accessed for approximately 30 days at the websites.

Except for historical information contained herein, the statements made in this release constitute forward-looking statements that involve certain risks and uncertainties. Many factors could effect Bogen’s results, including the following: changes in its stock price, changes in its operating results, general market conditions, new technological developments, competition, potential acquisitions and divestitures, the availability of financing alternatives, tax or regulatory requirements and other risks. Certain of these risks, factors and other considerations are detailed from time to time in Bogen's reports on file at the Securities and Exchange Commission, including Bogen's Form 10-K for the fiscal year ended December 31, 2001 and 10-Q for the quarter ended June 30, 2002. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Bogen Communications International, Inc.
Michael P. Fleischer, President,

or

Maureen A.Flotard, CFO and VP-Finance
(201) 934-8500
www.bogen.com

balance sheet ended 9/30/2002
operation statement ended 9/30/2002
EBTDA ended 9/30/2002

 

BOGEN COMMUNICATIONS INTERNATIONAL SCHEDULES EARNINGS RELEASE AND CONFERENCE CALL

Ramsey, NJ, November 1st, 2002 – Bogen Communications International, Inc., (NASDAQ: BOGN) (“Bogen”) announced that it will issue its financial results for the third quarter ended September 30th, 2002 on Thursday, November 7th, 2002.  The results will be released before the opening of the stock market.

Bogen Communications management also plans to host a conference call at 11:00am Eastern Time on Thursday November 7th to discuss third quarter and nine month results.  The conference call will be posted at: www.bogen.com, Bogen’s website, in the Company Info section.  This conference call will also be distributed over www.vcall.com. To listen to the call live please go to one of the websites at least 15 minutes beforehand to register, download and install any necessary audio software.  If you are unable to listen live, the conference call will be archived and can be accessed for approximately 30 days at the websites.

Bogen Communications International, Inc., based in Ramsey, New Jersey and Munich, Germany, develops, manufactures, and markets telecommunications peripherals, sound processing equipment, and Unified Messaging products and services.  Bogen’s products are sold to commercial, industrial, professional and institutional customers worldwide.

Contact:

Bogen Communications International, Inc.
Maureen A.Flotard, CFO and VP-Finance
(201) 934-8500
www.bogen.com


 

BOGEN'S SPEECH DESIGN UNIT PROVIDES DEUTSCHE TELEKOM WITH CONVERGENT VOICE MAIL SYSTEM

Ramsey, New Jersey,.--(BUSINESS WIRE)—September 9th, 2002--Bogen Communications International, Inc. (NASDAQ: BOGN - news; ``Bogen'') today announced that its Speech Design subsidiary has provided Deutsche Telekom with a convergent (fixed / wireless) voice mail platform based on Speech Design¥s universal ThorTM architecture. The platform went live in the second quarter of this year.

The system serves as the messaging backbone in Deutsche Telekom¥s “Active Mobile” offering, which bundles a customer¥s digital (ISDN) fixed-line service with a mobile telephone subscription. For such customers, a unique common voice mailbox creates clear benefits in convenience and usage economy.

As previously announced, Deutsche Telekom, Europe’s largest telecommunications company, has selected Speech Design’s Thor platform as the basis of its next-generation messaging offerings.The new Active Mobile service is the fourth added-value messaging product launched under this cooperation, the other installations being Deutsche Telekom¥s Vanity Number, T-Net-Box Unified Messaging and SMS-to-Voice services.

"We at Deutsche Telekom are very pleased with both the product and the service provided to us by Speech Design”, said Knutgard Dethlefsen, Head of Messaging Services at Deutsche Telekom¥s Consumer Marketing & Sales Division. “Thor has become a core component of our overall messaging strategy, and its robust, open-standards-based platform has enabled us to quickly launch innovative messaging services as we identify new market needs.  Speech Design has been a responsive partner in customizing Thor to meet our requirements for a range of recently introduced services.The latest, Active Mobile, offers our customers a clear benefit by bundling their fixed-line and wireless services into one attractive package."

Kasimir Arciszewski, Speech Design’s Managing Director, and Jan Martens, Managing Director of Speech Design¥s Carrier Systems division, jointly stated, “We are extremely happy with the development of our strategic Deutsche Telekom relationship. Thor has far outgrown its original application as a scalable unified messaging system, evolving into a flexible Enhanced Services Platform that enables innovative carriers to generate additional revenue streams. The Active Mobile voice mail system, our largest single carrier installation to-date, can be easily upgraded to include full Unified Messaging and other advanced features, as dictated by future market needs. In today¥s challenging environment of fast-changing markets and tight carrier capital expenditure budgets, Thor¥s capability to “start small” and easily scale up in both size and services offered, is a significant competitive edge.”

About Speech Design

Speech Design, based in Germany, develops, manufactures and markets telecommunications peripherals and Unified Messaging products and services. Speech Design's products are sold to corporate and carrier customers worldwide. Speech Design is a subsidiary of U.S.-based Bogen Communications International, Inc. (Nasdaq:BOGN -news)

About Bogen

Bogen Communications International, Inc., based in Ramsey, New Jersey and Munich, Germany, develops, manufactures, and markets telecommunications peripherals, sound processing equipment, and Unified Messaging products and services. Bogen's products are sold to commercial, industrial, professional and institutional sound customers worldwide.

Except for historical information contained herein, the statements made in this release constitute forward-looking statements that involve certain risks and uncertainties. Certain factors may cause actual results to differ materially from those contained in the forward-looking statements, including general market conditions, new technological developments, competition, potential acquisitions and divestitures, implementation or termination of strategic initiatives or transactions, the availability of financing alternatives and other risks. Certain of these risks, factors and other considerations are detailed from time to time in Bogen's reports on file at the Securities and Exchange Commission, including Bogen's Form 10-K for the fiscal year ended December 31, 2001 and Forms 10-Q for the quarters ended March 31, 2002 and June 30, 2002.  Bogen disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Bogen Communications International, Inc.
Maureen A.Flotard, CFO and VP-Finance
(201) 934-8500
www.bogen.com

or

Speech Design Carrier Systems
Jan Martens, +49/4103-9142-120
http://www.speech-design.de


 

BOGEN COMMUNICATIONS INTERNATIONAL, INC. ANNOUNCES FINAL PURCHASE OF SHARES UNDER SELF-TENDER OFFER

Ramsey, New Jersey, August 20th, 2002 - Bogen Communications International, Inc. (Nasdaq: BOGN) announced today the final results of its self-tender offer, which expired on Tuesday, August 13th, 2002. Bogen commenced the self-tender offer on July 16th, 2002 to purchase up to 2,500,000 shares of its common stock at a price of $4.00 per share, net to the seller in cash, without interest.

All 2,645,178 shares that were validly tendered have been accepted for payment at $4.00 per share. As a result of the completion of the self-tender offer, Bogen currently has approximately 5,203,643 shares of common stock issued and outstanding. Payment for shares will be made through Continental Stock Transfer & Trust Company, the depository of the tender offer. Bogen will fund the purchase of these shares utilizing its available cash and approximately $3,000,000 of borrowings under its existing line of credit.

About Bogen

Bogen Communications International, Inc., based in Ramsey, New Jersey and Munich, Germany, develops, manufactures, and markets telecommunications peripherals, sound processing equipment, and Unified Messaging products and services. Bogen's products are sold to commercial, industrial, professional and institutional customers worldwide.

Except for historical information contained herein, the statements made in this release constitute forward-looking statements that involve certain risks and uncertainties.  Certain factors may cause actual results to differ materially from those contained in the forward-looking statements, including general market conditions, new technological developments, competition, potential acquisitions and divestitures, implementation or termination of strategic initiatives or transactions, the availability of financing alternatives and other risks. Certain of these risks, factors and other considerations are detailed from time to time in Bogen's reports on files at the Securities and Exchange Commission, including Bogen's Form 10-K for the fiscal year ended December 31, 2001 and Forms 10-Q for the quarters ended March 31, 2002 and June 30, 2002.  Bogen disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Bogen Communications International, Inc.
Maureen A.Flotard, CFO and VP-Finance
(201) 934-8500
www.bogen.com


 

BOGEN COMMUNICATIONS INTERNATIONAL, INC. ANNOUNCES PRELIMINARY RESULTS OF SELF-TENDER OFFER

Ramsey, New Jersey, August 14, 2002 – Bogen Communications International, Inc. (Nasdaq: BOGN) announced today the preliminary results of its self-tender offer, which expired at 5:00 p.m., New York City time, on Tuesday, August 13, 2002. Bogen commenced the tender offer on July 16, 2002 to purchase up to 2,500,000 shares of its common stock at a price of $4.00 per share, net to the seller in cash, without interest.

Based on a preliminary count by the depositary for the tender offer, Bogen expects to purchase 2,645,278 shares at $4.00 per share. We have elected to purchase the additional 145,278 shares tendered in accordance with Securities and Exchange Commission regulations, which permit us to purchase an additional number of shares that constitute less than 2% of our total outstanding common stock.

The actual number of shares to be purchased is subject to final confirmation and the proper delivery of all shares tendered and not withdrawn, including shares tendered pursuant to the guaranteed delivery procedure. The actual number of shares, as well as any necessary proration factor, will be announced promptly following completion of the verification process. Payment for shares accepted and return of all shares tendered but not accepted will occur promptly after determination of the number of shares properly tendered. After completion of the tender offer, Bogen will have approximately 5,203,543 shares of common stock outstanding.

About Bogen

Bogen Communications International, Inc., based in Ramsey, New Jersey and Munich, Germany, develops, manufactures, and markets telecommunications peripherals,sound processing equipment, and Unified Messaging products and services. Bogen’s products are sold to commercial, industrial, professional and institutional customers worldwide.

Except for historical information contained herein, the statements made in this release constitute forward-looking statements that involve certain risks and uncertainties.   Certain factors may result in the delay, modification or termination of Bogen’s self-tender offer, including general market conditions, new technological developments, competition, potential acquisitions and divestitures, implementation or termination of strategic initiatives or transactions, the availability of financing alternatives, events that cause any condition of the offer to not be satisfied and other risks. Certain of these risks, factors and other considerations are detailed from time to time in Bogen's reports on file at the Securities and Exchange Commission, including Bogen's Form 10-K for the fiscal year ended December 31, 2001 and Forms 10-Q for the quarters ended March 31, 2002 and June 30, 2002.  Bogen disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Bogen Communications International, Inc.
Maureen A.Flotard, CFO and VP-Finance
(201) 934-8500
www.bogen.com

Information Agent:

MacKenzie Partners, Inc.
Grace M. Protos, Senior Vice President
(212) 929-5500


 

BOGEN REPORTS SECOND QUARTER AND FIRST HALF 2002 FINANCIAL RESULTS - BOGEN POSTS RECORD QUARTERLY NET INCOME

Ramsey, NJ, July 29, 2002 – Bogen Communications International, Inc., (NASDAQ: BOGN) (“Bogen”) today announced results for the second quarter and first half ended June 30, 2002.

Sales

Second quarter net sales rose 5.8% to $16,712,000 from $15,792,000 in last year’s second quarter.  Separating the results into its U.S. and European segments, Bogen reported that:

  • U.S. sales for the second quarter of 2002 were 4% higher than in the second quarter of 2001. Sales of Engineered Systems products were especially strong but were partly offset by declines in Commercial and Pro Audio products. Telco product sales rose slightly.

  • European second quarter sales rose 10.1% from the second quarter of 2001, reaching $5,231,000 this year against $4,751,000 last year.  In euro terms, second quarter sales were up 4.4%. Unified Messaging (“UMS”) sales led the second quarter recovery with several large completed contracts accounting for the gains. Corporate Voice Processing (“CVP”) sales continue at recession levels.

First half 2002 net sales dipped 1.9% from $29,638,000 in 2001 to $29,088,000, since this year’s second quarter did not completely offset the first quarter’s weak sales. U.S. segment sales in the first half rose from $19,754,000 to $21,188,000, a 7.3% gain over last year. For the European segment, sales decreased 20.1% to $7,900,000 in 2002 versus $9,884,000 in 2001.

Gross Margin

The Company’s overall gross margin was 49.7% in the second quarter of 2002, up from 46.9% in the second quarter of 2001.

  • U.S. segment gross margins rose in the second quarter to 44.4% from 43.6% in the same period last year. This increase is largely related to fluctuations in mix.

  • In Europe, second quarter gross margins climbed to 61.3% from 54.5% last year. The increase reflects the increased portion of sales coming from high margin UMS products.

For the first half of 2002, consolidated gross margin was 47.2% from last year’s 47.9%. First half margins in the U.S. were flat at 43.2%. European margins increased from 57.3% to 58.0%.

Operating & Other Expenses

Consolidated operating expenses totaled $6,044,000 for the second quarter of 2002, a 5.8% decrease from last year’s $6,416,000 in operating expense. This reduced outlay represents the continuing result of cutbacks management has made over the past year and the change in accounting related to the non-amortization of goodwill. Goodwill amortization expense was $212,000 for the three months ended June 30, 2001.

Operating expenses in the U.S. segment totaled $3,754,000, or 32.7% of sales, in the second quarter this year, down from $3,907,000, or 35.4% of sales, in the same quarter of 2001.

In the European segment, operating expenses were $2,290,000 in the second quarter of 2002, down from $2,509,000 in 2001. As a percent of segment sales, operating expenses were 43.8% this year, down from 52.8% last year. This outcome reflects reduced costs and increased revenues.

For the first half of 2002, operating expenses were $11,754,000, a 15.2% decrease from the $13,864,000 in the comparable period last year. U.S. segment operating expenses for the year to date are $7,316,000, down 11.9% from last year’s $8,307,000. For Europe, operating expenses came in at $4,438,000, a 20% reduction from the $5,557,000 incurred in the first six months of last year.

Income and EBITDA

The Company’s consolidated net income for the second quarter of 2002 was $1,626,000, or $0.17 cents per diluted share.  In the same period of 2001, the Company had net income of $676,000 or $0.07 per diluted share.  Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) in the second quarter of 2002 was $2,873,000 versus $1,703,000 in the same period of 2001.  The second quarter 2002 consolidated operating profit, profit before tax, and net income represent record highs for the Company even after giving consideration to the non-amortization of goodwill in 2002.

The U.S. segment posted an operating profit of $1,340,000 for the 2002 second quarter, up from $901,000 in the same period last year. Profit before tax, net income, and EBITDA for the 2002 second quarter were $1,409,000, $798,000, and $1,601,000 respectively. The comparable numbers for the second quarter of 2001 were $1,032,000, $542,000, and $1,403,000, respectively.

The European segment had an operating profit of $919,000 for the second quarter of 2002 versus an operating profit of $82,000 for the second quarter of 2001. The segment posted a 2002 gain of $1,027,000 pre-tax and $828,000 after tax. These amounts include approximately $122,000 of non-operating income. The comparable numbers for the same period of 2001 are gains of $60,000 and $134,000, respectively.  EBITDA was $1,272,000 in the second quarter this year versus $300,000 last year. 

For the first half of 2002, consolidated net income and EBITDA were $1,343,000 and $3,049,000 respectively. Comparable figures for the first half of 2001 were $460,000 and $1,787,000, respectively.

Comments by Jonathan Guss

Bogen’s Chief Executive Officer, Jonathan Guss, stated, “We are obviously pleased with the second quarter and first half results. The earnings in this period are all the more noteworthy in light of the continued macro-economic weakness affecting portions of our businesses in both Europe and the United States. Important markets are still in recession, and it is our intention to keep costs under the tightest reins.

“Despite the economic environment, Bogen has again proven its ability to generate cash from operations and from attention to working capital.  Moreover, consistent with our commitment to shareholders Bogen is offering a major liquidity event in the form of a sizeable self-tender. The buyback in process now affords investors seeking liquidity a ready opportunity to achieve it.

“With regard to Speech Design, I am pleased to note that we continue to establish our presence as a major provider of Unified Messaging capabilities, despite the poor climate in Europe’s telecommunications sector. Two major carrier installations in the quarter, generating over 2 million Euros in revenues, drove Unified Messaging to a record performance. Meanwhile our CVP business has been scaled back to wait out the recession, which, in that sector, still shows no sign of abating.”

Comments by Michael P. Fleischer

Michael P. Fleischer, Bogen’s President, stated, “With three strong quarters in a row, the U.S. business continues to generate good profits on improving, but still weak revenues. The unevenness of the recovery across our various product lines and the tentative nature of the rebound even in the strong areas make us extremely cautious. A stream of product introductions and continued cost controls gives us reason for modest optimism for the rest of the year. It is worth remembering, though, that the first signs of recovery began in the second half of last year.  It will, therefore, be more difficult for the third and fourth quarters of this year to top the corresponding quarters from last year.

“The U.S. segment’s use of working capital continues to show improvement over prior periods, especially in terms of receivables and inventory. Given our emphasis on cash generation, we will continue to pay close attention to this area.”

About Bogen

Bogen Communications International, Inc., based in Ramsey, New Jersey and Munich, Germany, develops, manufactures, and markets telecommunications peripherals, sound processing equipment, and Unified Messaging products and services. Bogen’s products are sold to commercial, industrial, professional and institutional customers worldwide.

Conference Call

Bogen’s management also plans to host a conference call at 12:00 Eastern Time on Monday, July 29, 2002, to discuss second quarter results. This conference call will be distributed over www.vcall.com. Listeners may also visit the Company’s website: www.bogen.com at the Company Info section, to access the conference call. To listen to the live call please go to one of the websites at least 15 minutes early to register, download and install any necessary audio software. If you are unable to listen live, the conference call will be archived and can be accessed for approximately 90 days at the websites

Except for historical information contained herein, the statements made in this release constitute forward-looking statements that involve certain risks and uncertainties.  Many factors could effect Bogen’s results, including the following: changes in its stock price, changes in its operating results, general market conditions, new technological developments, competition, potential acquisitions and divestitures, the availability of financing alternatives, tax or regulatory requirements, the effects of the tender offer and possible modifications thereto, and other risks. Certain of these risks, factors and other considerations are detailed from time to time in Bogen's reports on file at the Securities and Exchange Commission, including Bogen's Form 10-K for the fiscal year ended December 31, 2001 and 10-Q for the quarter ended March 31, 2002. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Bogen Communications International, Inc.
Michael P. Fleischer, President,

or

Maureen A.Flotard, CFO and VP-Finance
(201) 934-8500
www.bogen.com

balance sheet ended 6/30/2002
operations statement ended 6/30/2002

 

BOGEN COMMUNICATIONS INTERNATIONAL SCHEDULES EARNINGS RELEASE AND CONFERENCE CALL

Ramsey, NJ, July 22, 2002 – Bogen Communications International, Inc., (NASDAQ: BOGN) (“Bogen”) announced that it will issue its financial results for the second quarter ended June 30th, 2002 on Monday, July 29, 2002. The results will be released before the opening of the stock market.

Bogen Communications management also plans to host a conference call at 12:00pm Eastern Daylight Time on Monday July 29th to discuss second quarter and six month results. The conference call will be posted at: www.bogen.com, Bogen’s website, at the Company Info section. This conference call will also be distributed over www.vcall.com. To listen to the live call please go to one of the websites at least 15 minutes early to register, download and install any necessary audio software. If you are unable to listen live, the conference call will be archived and can be accessed for approximately 90 days at the websites.

Bogen Communications International, Inc., based in Ramsey, New Jersey and Munich, Germany, develops, manufactures, and markets telecommunications peripherals, sound processing equipment, and Unified Messaging products and services.  Bogen’s products are sold to commercial, industrial, professional and institutional customers worldwide.

Contact:

Bogen Communications International, Inc.
Maureen A.Flotard, CFO and VP-Finance
(201) 934-8500
www.bogen.com


 

BOGEN COMMUNICATIONS INTERNATIONAL, INC. ANNOUNCES COMMENCEMENT OF TENDER OFFER

Ramsey, New Jersey, July 16, 2002 – Bogen Communications International, Inc. (Nasdaq: BOGN) announced today that it is commencing its previously announced tender offer for 2,500,000 shares of its common stock at a price per share of $4.00.

If holders of more than 2,500,000 shares properly tender their shares, Bogen will purchase shares tendered by the holders on a pro rata basis. Bogen may, at its election, give preference to shares tendered by “odd lot” holders. Shareholders whose shares are purchased in the offer will be paid the purchase price net in cash, without interest, after the expiration of the offer period. The offer is not contingent upon any minimum number of shares being tendered or upon obtaining financing. The offer is subject to a number of other terms and conditions specified in the offer to purchase that is being distributed to shareholders.

The offer will expire at 5:00 p.m., New York City time, on Tuesday, August 13, 2002, unless extended by Bogen.

The information agent is MacKenzie Partners, Inc. None of Bogen, its board of directors, and the information agent is making any recommendation to shareholders as to whether to tender or refrain from tendering their shares in the tender offer. Shareholders must decide how many shares they will tender, if any.

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of Bogen common stock. The offer is being made solely by the Offer to Purchase and the related Letter of Transmittal. Investors are urged to read Bogen's Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) in connection with the tender offer, which includes as exhibits the Offer to Purchase and the related Letter of Transmittal, as well as any amendments or supplements to the Statement when they become available, because they contain important information. Each of these documents has been or will be filed with the SEC, and investors may obtain them for free from the SEC at the SEC's website (www.sec.gov) or from MacKenzie Partners, Inc., the information agent for the tender offer, by directing such request to: MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York, 10016, telephone (212) 929-5500 or (800) 322-2885.

About Bogen

Bogen Communications International, Inc., based in Ramsey, New Jersey and Munich, Germany, develops, manufactures, and markets telecommunications peripherals, sound processing equipment, and Unified Messaging products and services. Bogen’s products are sold to commercial, industrial, professional and institutional customers worldwide.

Except for historical information contained herein, the statements made in this release constitute forward-looking statements that involve certain risks and uncertainties.  Many factors could cause Bogen to delay or modify its self-tender offer, including the following: changes in its stock price, changes in its operating results,  general market conditions, new technological developments, competition, potential acquisitions and divestitures, and tax or regulatory requirements. Certain of these risks factors and other considerations are detailed from time to time in Bogen's reports on file with the Securities and Exchange Commission, including Bogen's Form 10-K for the fiscal year ended December 31, 2001 and Form 10-Q for the quarter ended March 31, 2002. Bogen disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts:

Bogen Communications International, Inc.
Maureen A.Flotard, CFO and VP-Finance
(201) 934-8500
www.bogen.com

Information Agent:

MacKenzie Partners, Inc.
Grace M. Protos, Senior Vice President
(212) 929-5500

 


 

BOGEN ANNOUNCES SELF-TENDER OFFER FOR UP TO 2.5 MILLION OF ITS SHARES AT $4 PER SHARE

Ramsey, NJ, June 24, 2002 – Bogen Communications International, Inc. (NASDAQ: BOGN) (“Bogen”) today announced that its Board of Directors has authorized the Company to repurchase up to 2.5 million shares of its common stock in a self-tender offer at a price of $4.00 per share. The $4.00 offer price represents a premium of 32% percent when compared to the June 21, 2002 closing price of $3.03 per share. The offer is expected to commence on or about July 16, 2002.

Bogen also announced today that the Company has repurchased an aggregate of approximately 1.6 million shares of its common stock in privately negotiated transactions with two shareholder groups at a price of $4.00 per share.

Under the tender offer, shareholders will have the opportunity to tender some or all of their shares at $4.00 per share. If holders of more than 2,500,000 shares properly tender their shares, the Company will purchase shares tendered by the holders on a pro rata basis. Shareholders whose shares are purchased in the offer will be paid the purchase price in cash, without interest, after the expiration of the offer period. The offer will be subject to required regulatory filings, and a number of other terms and conditions specified in the offer to purchase that will be distributed to shareholders, but will not, however, be contingent on obtaining financing. Shares not purchased will be returned to the tendering stockholder.

Jonathan Guss, Chief Executive Officer, said, “The last eighteen months have been a turbulent period for the industries in which Bogen competes, both domestically and abroad.  While our U.S. businesses have generally rebounded, the story in our European operations is more mixed. Speech Design’s traditional voicemail business continues to suffer from the general malaise affecting sales of new phone switches across Europe. We believe that the cost reductions undertaken late last year materially improved our ability to operate in this difficult environment, and that Speech Design’s voicemail business should be able to continue at approximately breakeven levels. Speech Design Carrier Systems’ results have been more volatile, reflecting the timing of a few, large orders and their importance to the success of our efforts to establish ourselves as a leader in European Unified Messaging. The absence of such orders caused a significant loss at Carrier Systems in the first quarter. We believe the presence of such orders will make Carrier Systems profitable in the second quarter, and on a year-to-date basis. Fortunately, aggregate performance across Bogen’s business segments generated positive EBITDA in the first quarter, and second quarter EBITDA is expected to be substantially stronger. This performance, combined with the Company’s strong balance sheet, has helped us come through the current recession.

“Unfortunately, for some time now the equity markets have penalized many micro-caps such as Bogen, both in terms of valuation and liquidity. Our significant cash reserves and borrowing capacity enable us to try to remedy, at least in part, these problems. If the self-tender is fully subscribed, the negotiated block purchases and self-tender together would use up all of the Company’s U.S. cash resources, and approximately $3 million of its credit facility. We believe creating a large ‘liquidity event’ at a substantial premium to the recent trading price of the stock will allow those shareholders who desire to liquidate their investment the opportunity to do so at a fair valuation. At the same time, a successful repurchase of 4.1 million shares through the negotiated block purchases and self-tender is expected to be accretive to earnings on a pro forma basis."

Neither Bogen nor its Board of Directors makes any recommendation to shareholders as to whether to tender or refrain from tendering their shares in the tender offer. Shareholders must decide how many shares they will tender, if any, for purchase by the Company. This news release is neither an offer to purchase nor a solicitation of an offer to sell the common stock, which can be made only by an Offer to Purchase and the related Letter of Transmittal to be mailed to all shareholders and filed with the Securities and Exchange Commission.

Shareholders and investors should read carefully the Offer to Purchase and related materials when they are available because they contain important information. Shareholders and investors may obtain a free copy (when available) of the Offer to Purchase and other documents that will be filed by Bogen with the SEC at the SEC's web site at www.sec.gov or from the Information Agent, MacKenzie Partners, Inc. (212-929-5500). Shareholders are urged to carefully read these materials prior to making any decision with respect to the offer.

About Bogen

Bogen Communications International, Inc., based in Ramsey, New Jersey and Munich, Germany, develops, manufactures, and markets telecommunications peripherals, sound processing equipment, and Unified Messaging products and services. Bogen’s products are sold to commercial, industrial, professional and institutional customers worldwide.

Except for historical information contained herein, the statements made in this release constitute forward-looking statements that involve certain risks and uncertainties.  Many factors could cause Bogen to delay or modify its self-tender offer, including the following: changes in its stock price, changes in its operating results,  general market conditions, new technological developments, competition, potential acquisitions and divestitures, and tax or regulatory requirements. Certain of these risks factors and other considerations are detailed from time to time in Bogen's reports on file with the Securities and Exchange Commission, including Bogen's Form 10-K for the fiscal year ended December 31, 2001 and Form 10-Q for the quarter ended March 31, 2002. Bogen disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts:

Bogen Communications International, Inc.
Maureen A.Flotard, CFO and VP-Finance
(201) 934-8500
www.bogen.com

Information Agent:

MacKenzie Partners, Inc.
Grace M. Protos, Senior Vice President
(212) 929-5500

 


 

BOGEN REPORTS 2002 FIRST QUARTER RESULTS: CONSOLIDATED EBITDA UP 110% VERSUS 2001

U.S. segment posts record profits on 11.4% sales gain

Ramsey, NJ, May 2, 2002 – Bogen Communications International, Inc., (NASDAQ: BOGN) (“Bogen”) today announced results for the first quarter ended March 31, 2002.

Sales

First quarter net sales declined 10.6% to $12,376,000 from $13,846,000 in last year’s first quarter.

  • U.S. sales for the first quarter of 2002 were 11.4% higher than the first quarter of 2001. The sales rebound was most notable in non-OEM Telco, Engineered Systems, and Commercial Audio.

  • European first quarter sales in Euros fell 45.3% from the first quarter of 2001. In dollar terms, first quarter sales slid 48.0%:

    • The decline was sharpest in Speech Design’s Unified Messaging business (“UMS”), which is characterized by large, but irregular sales. Both Unified Messaging and Speech Design’s Corporate Voice Processing (“CVP”) businesses continue to be adversely affected by the capital spending and Telco slowdown persisting in Europe.

Gross Margin

The Company’s overall gross margin was 43.9% in the first quarter of 2002, down from 49.1% in the first quarter of 2001.

  • U.S. gross margins slipped in the first quarter to 41.8% from 42.9% in the same period last year, reflecting variations in product mix and the relative sales weighting of its lines of business.

  • European first quarter gross margins fell to 51.6% from 59.8% last year. The decline stems from a combination of diminished volume and the disproportionately sharp reduction in UMS, which tends to have a high gross margin.

Operating & Other Expenses

The Company’s cost reduction program resulted in sharply lower consolidated operating expenses of $5,710,000 for the first quarter of 2002, as compared to $7,448,000 for the same period last year.

  • In the U.S., operating expenses were $3,562,000, or 36.6% of sales, in the first quarter this year, down from $4,399,000, or 50.5% of sales, in the same period of 2001.

  • In Europe, operating expenses were $2,148,000 in the first quarter of 2002, down 30% from $3,049,000 in 2001. As a percent of European sales, operating expenses were 80.5% of sales this year, up from 59.4% of sales last year. The percentage increase is a result of the sharp decline in revenue.

Income and EBITDA

The Company’s consolidated net loss for the first quarter of 2002 was $283,000, or $0.03 cents per diluted share. In the same period of 2001, the Company had a net loss of $216,000 or $0.02 per diluted share. Adjusting for the Company’s adoption in January 2002 of SFAS 142, which requires that goodwill and intangible assets with indefinite lives no longer be amortized, the first quarter of 2001 had Pro Forma net income of $18,000. EBITDA in the first quarter of 2002 was $175,000 versus $83,500 in the same period of 2001, a 110% improvement.

  • The U.S. segment achieved record profits at all levels. It posted after tax profits of $300,000 for the 2002 first quarter, up from a loss of $291,000 in the same period last year.  Operating income, profit before tax, and EBITDA this year were $494,000, $551,000, and $765,000 respectively. The numbers for the first quarter of 2001 were operating losses and losses before tax of $666,000 and $510,000, respectively (excluding the SFAS 142 adjustment described above) and an EBITDA loss of $171,000. The previous first quarter highs date from 1999.

  • The European segment had an operating loss of $771,000 in the first quarter of 2002 versus an operating profit of $23,000 in the first quarter of 2001. The segment incurred a 2002 loss of $807,000 pre-tax and $583,000 after tax.  The numbers for the same period of 2001 are gains of $3,000 and $75,000, respectively (excluding the SFAS 142 adjustment). EBITDA was a loss of $590,000 in the first quarter this year versus a gain of $254,000 last year.

Comments by Jonathan Guss

Bogen’s Chief Executive Officer, Jonathan Guss, stated, “We continue to see tentative signs of recovery in the U.S. but are still looking for early indications that we may be at or near the bottom in Europe.  This quarter’s sales decline at Speech Design is a combination of two significant factors. First, we see no noticeable upward trend in the intention of European firms to commit funds to capital outlays in the telecommunications arena.  his reluctance hits our CVP and UMS businesses hard.  The second factor, unique to UMS, is that its sales tend to occur in large, intermittent blocks, none of which took place in the first quarter of this year. 

“Still, we have demonstrated our ability to retrench on spending, reducing our exposure in a troubled macroeconomic climate. And, while we see no reason for near term optimism in CVP, an initiative to develop an aftermarket sales channel is starting to gain momentum and may further assist in offsetting the generally slow market conditions. In UMS, we have reason to believe that the rapid growth rate we have achieved in the last two years will not be long interrupted, and that the rest of this year will stay on a growth track, despite the first quarter’s disappointment.

“Our balance sheet continues to show great strength.  In the first quarter we significantly reduced our liabilities, while avoiding a large inventory build up in preparation for the typically high sales levels that the U.S. business usually experiences in the second and third quarters.  We continue to enjoy the flexibility, security, and options afforded by a large cushion of cash and borrowing power.”

Comments by Michael P. Fleischer

Michael P. Fleischer, Bogen’s President, stated, “The U.S. segment started 2002 on a good note, setting record highs in operating income, profit before and after tax, and EBITDA. Working capital management continues to gain in efficiency. These economic results reflect our restrained cost structure as well as the recovery in revenues from last year’s first quarter nadir.

“Nevertheless, there continues to be a cautious attitude toward the revenue rebound and many of our distributors and end users are not yet prepared to say that the sales slowdown is fully over.  In addition, pockets of our business have not yet seen meaningful revenue gains.  Therefore, we will continue to act conservatively with regard to spending, while pursuing selected revenue opportunities as they emerge.”

About Bogen

Bogen Communications International, Inc., based in Ramsey, New Jersey and Munich, Germany, develops, manufactures, and markets telecommunications peripherals, sound processing equipment, and Unified Messaging products and services. Bogen’s products are sold to commercial, industrial, professional and institutional customers worldwide.

Conference Call

Bogen’s management also plans to host a conference call at 12:00pm Eastern Daylight Time on Thursday, May 2, 2002 to discuss first quarter results.   This conference call will be distributed over www.vcall.com. Listeners may also visit the Company’s website: www.bogen.com at the Company Info section, to access the conference call.  To listen to the live call please go to one of the websites at least 15 minutes early to register, download and install any necessary audio software.  If you are unable to listen live, the conference call will be archived and can be accessed for approximately 90 days at the websites. 

Except for historical information contained herein, the statements made in this release constitute forward-looking statements that involve certain risks and uncertainties. Certain factors may cause actual results to differ materially from those contained in the forward-looking statements, including general market conditions, new technological developments, competition, potential acquisitions and divestitures, the availability of financing alternatives and other risks. Certain of these risks, factors and other considerations are detailed from time to time in Bogen's reports on file at the Securities and Exchange Commission, including Bogen's Form 10-K for the fiscal year ended December 31, 2001, and Form 10-Q for the quarter ended March 31, 2002.  The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts:

Bogen Communications International, Inc.
Maureen A.Flotard, CFO and VP-Finance
(201) 934-8500
www.bogen.com


 

BOGEN COMMUNICATIONS INTERNATIONAL SCHEDULES EARNINGS RELEASE AND CONFERENCE CALL

Ramsey, NJ, April 26, 2002 - Bogen Communications International, Inc. (NASDAQ: BOGN) ("Bogen") announced that it will issue its financial results for the first quarter ended March 31st, 2002 on Thursday, May 2nd. The results will be released before the opening of the stock market.

Bogen Communications management also plans to host a conference call at 12:00pm Eastern Daylight Time on Thursday, May 2nd, to discuss first quarter results. The conference call will be posted at www.bogen.com, Bogen's website, at the Company Info section. This conference call will also be distributed over www.vcall.com. To listen to the live call, please go to one of the website at least 15 minutes early to register, download and install any necessary audio software. If you are unable to listen live, the conference call will be archived and can be accessed for approximately 90 days at the websites.

Bogen Communications International, Inc., based in Ramsey, New Jersey and Munich, Germany, develops, manufactures, and markets telecommunications peripherals, sound processing equipment, and Unified Messaging products and services. Bogen's products are sold to commercial, industrial, professional and institutional customers worldwide.

Contacts:

Bogen Communications International, Inc.
Maureen A.Flotard, CFO and VP-Finance
(201) 934-8500
www.bogen.com

 


 

BOGEN'S SPEECH DESIGN UNIT TEAMS UP WITH COMPAQ TO DELIVER "VOICE SMS" TO TDC, DENMARK'S LARGEST TELECOMMUNICATIONS COMPANY

Ramsey, NJ, March 11, 2002, Bogen Communications International, Inc. (NASDAQ: BOGN) ("Bogen") today announced that its Speech Design subsidiary has provided Denmark’s leading telephone company, TDC, with a platform to deliver mobile SMS (Short Message Services) to any fixed-line telephone.

The service enables the hugely popular SMS messages, previously only viewable on a mobile phone’s screen, to be received by traditional, fixed-line telephones. When a mobile user sends a message to a non-mobile number with a prefix in front of the number, it is routed to TDC¥s new SMS-to-voice platform, based on Speech Design’s ThorTM system. Thor calls the fixed-line number and reads the message using text-to-speech technology.

TDC (formerly Tele Danmark) is Denmark’s largest telecommunications company, with approximately 1.7 million mobile and 2.7 million fixed-line customers.

Speech Design has teamed up with Compaq to provide TDC with a complete, turnkey solution consisting of ThorTM software running on Compaq’s state-of-the-art ProLiant servers. In addition, Compaq provided on-site systems integration services.

Kasimir Arciszewski, Speech Design’s Managing Director and Jan Martens, Managing Director of Speech Design’s Carrier Systems division, jointly stated, "We are happy and proud to have been selected by TDC to supply their SMS-to-voice service. Our proven cooperation with Compaq led to another smooth and fast service launch, after just a few days of installation and testing. Thor has evolved from a unified messaging system into a flexible enhanced-services platform, enabling innovative carriers to generate additional revenue streams. Following upon the recently announced launch of a similar system with Vodacom in South Africa, the TDC project reaffirms our position as a leader in Unified Messaging in the international carrier marketplace."

Mr. Pierre-Yves Descombes, in charge of Messaging for Compaq EMEA Telecom Solutions Group (Annecy), said, "Speech Design brings unique and valuable expertise in addition to applications that complement Compaq's own telecom solutions and services capabilities. Our partnership creates a very desirable team for customers who need full end-to-end installation, integration and implementation of innovative and attractive messaging solutions."

Ms. Liselotte Wagner, Product Manager, TDC, stated, "Speech Design is constantly committed to further developing their products, so that they fulfill our customers’ expectations. This fits well with TDC Mobile’s position always to be at the leading edge of developments."

About Speech Design

Speech Design, based in Germany, develops, manufactures and markets telecommunications peripherals and Unified Messaging products and services. Speech Design’s products are sold to corporate and carrier customers worldwide. Speech Design is a subsidiary of U.S.-based Bogen Communications International, Inc. (Nasdaq:BOGN)

About Bogen

Bogen Communications International, Inc., based in Ramsey, New Jersey and Munich, Germany, develops, manufactures, and markets telecommunications peripherals, sound processing equipment, and Unified Messaging products and services. Bogen’s products are sold to commercial, industrial, professional and institutional sound customers worldwide.

Except for historical information contained herein, the statements made in this release constitute forward-looking statements that involve certain risks and uncertainties. Certain factors may cause actual results to differ materially from those contained in the forward-looking statements, including general market conditions, new technological developments, competition, potential acquisitions and divestitures, the availability of financing alternatives and other risks. Certain of these risks, factors and other considerations are detailed from time to time in Bogen's reports on file at the Securities and Exchange Commission, including Bogen's Form 10-K for the fiscal year ended December 31, 2000 and 10-Q for the quarter ended September 30, 2001. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise

Contacts:

Bogen Communications International, Inc.
Maureen A.Flotard, CFO and VP-Finance
(201) 934-8500
www.bogen.com

Speech Design Carrier Systems
Jan Martens, Managing Director
+49 4103 91 42 120
http://www.speech-design.de

 


 

BOGEN REPORTS 2001 FOURTH QUARTER AND FISCAL YEAR END FINANCIAL RESULTS - U.S. SEGMENT SETS RECORD Q4 OPERATING, PRE-TAX PROFIT, BEFORE GOODWILL CHARGE / UNIFIED MESSAGING REVENUES DOUBLE AGAIN DURING YEAR

Ramsey, NJ, February 28, 2002 – Bogen Communications International, Inc., (NASDAQ: BOGN) ("Bogen") today announced results for the fourth quarter and year ended December 31, 2001.

Sales

Fourth quarter net sales declined 19.4% to $12,292,000 from $15,256,000 in last year’s fourth quarter. For all of 2001, net sales dropped 12.8% to $57,143,000 from $65,520,000 in 2000. Separating its U.S. and European results, Bogen reported that:

  • U.S. sales for the fourth quarter of 2001 were 3.0% higher than in the fourth quarter of 2000, while for all of 2001 revenues fell 10.6% versus the prior year:

    • Fourth quarter 2001 net sales showed an overall increase from the comparable period in 2000, although there was significant variation among the product lines. While Pro Audio was off by 18% and Telco was off by 6%, driven mostly by continued weakness in OEM sales, Commercial Audio was up 14% and Engineered Systems rose 16%;

    • For the full year, the general weakness in the economy caused all major lines of business to drop versus 2000. Compared to the prior full year, Pro Audio and Telco each fell by 15%, Engineered Systems by 8%, and Commercial Audio by 4%.

  • European fourth quarter sales in deutsche marks fell 50.3% from the fourth quarter of 2000, and for the full year were down 14.7% from 2000. In dollar terms, fourth quarter sales slid 50.6% and annual revenues fell 17.6%:
    • The fourth quarter sales result was generally consistent across all Speech Design products and geographies, reflecting deep cutbacks in telecommunications spending by end users and telecom carriers;

    • For the year, Unified Messaging revenues continued to build, and in deutsche marks and dollars doubled for 2001 versus 2000, the second doubling in as many years.

Gross Margin

The Company’s overall gross margin was 45.0% in the fourth quarter of 2001, up from 41.3% in the fourth quarter of 2000. For all of 2001, the gross margin was 47.2% versus 46.3% in 2000. The improvement primarily reflects changes in sales mix within each of the Company’s segments.

  • U.S. segment gross margins climbed in the fourth quarter to 43.2% from 39.5% in the same period last year. For the year as a whole, U.S. segment margins rose from 42.3% in 2000 to 43.6% in 2001.
  • In Europe, fourth quarter gross margins rose to 50.0% from 43.8% last year. For 2001 as a whole, margins in the European segment reached 55.7%, up from 55.1% in 2000.

Operating & Other Expenses

Consolidated operating expenses totaled $7,238,000 for the fourth quarter of 2001 against $6,256,000 for the final quarter of 2000. This increase was largely due to a non-cash charge of approximately $1,409,000, taken in the Company’s U.S. segment during the fourth quarter. This charge reflected the impairment of goodwill associated with certain pro audio acquired assets, in compliance with US GAAP. Also during the fourth quarter, the European segment incurred restructuring charges of $305,000 associated with the Voicemail business. For 2001, total consolidated operating expenses were $28,386,000, up from $26,224,000 in 2000, also largely driven by the same charges. Also affecting full year operating expenses were previously announced write-offs during the first and third quarters. For the U.S. segment, these write-offs totaled $581,000 and covered expenses, primarily legal costs, incurred in connection with the Company’s exploration of alternatives for enhancing value, which included a possible separation of the U.S. and European businesses. The Company has now written off all such expenses incurred to date. In addition to the fourth quarter European segment charge described above, $176,000 in European restructuring charges associated with the Unified Messaging business were taken in the third quarter.

Excluding the effects of the goodwill charge and write off of separation-related expenses, U.S. segment operating expenses for the year totaled $15,435,000, or 38.4% of sales, for the year 2001, decreasing from $16,686,000, or 37.1%, for 2000. This marks a decrease in operating expenses of over $1,200,000 for the year, although the amount as a percent of sales rose because of reduced revenues. Comparably adjusted numbers for the fourth quarter show operating expenses of $3,276,000, or 35.9% of sales, in 2001, versus $3,724,000, or 42.0% of sales, in 2000.

In the European segment, excluding the restructuring charges, full year operating expenses were $10,480,000, or 61.9% of sales, in 2001, versus $9,228,000, or 44.9% of sales, in 2000. On the same basis, for the fourth quarter, operating expenses were $2,248,000, or 71.2% of sales in 2001, versus $2,222,000, or 34.8% of sales in 2000. The increase as a percentage of sales reflects the sharp revenue drop in the year and the fourth quarter.

Income and EBITDA

The Company’s consolidated net loss for the fourth quarter of 2001 was $956,000, or $0.10 cents per diluted share. In the same period of 2000, the Company had net income of $762,000 or $0.08 per diluted share. EBITDA, excluding the charge for impairment of goodwill, in the fourth quarter of 2001 was $385,000 versus $680,000 in the same period of 2000.

For the full year, the Company had a net loss of $728,000, or $0.07 cents per diluted share. In 2000, the Company had a net profit of $3,066,000, or $0.31 per diluted share. EBITDA, excluding the charge for impairment of goodwill, for the full year of 2001 was $2,828,000 versus $6,715,000 in 2000.

The U.S. segment had an operating loss of $734,000 for the fourth quarter of 2001 compared to a loss of $528,000 for the fourth quarter of 2000. For all of 2001, the segment had operating income of $105,000 versus $2,042,000 in 2000. The 2001 results include the non-cash goodwill

charge of $1,409,000 taken in the fourth quarter and the $581,000 in separation-related charges taken principally in the third quarter. Without the goodwill charge, fourth quarter operating income and profit before tax were $675,000 and $783,000, respectively; record high levels of fourth quarter profit for the U.S. segment.

Excluding the goodwill and separation charges, the U.S. segment’s full year operating income for 2001 was $2,094,000 versus a comparable figure (adjusted for separation write offs taken last year) of $2,352,000 for last year. For both years as adjusted, operating income was about 5.2% of sales.

The European segment had an operating loss of $976,000 in the fourth quarter of 2001 versus an operating profit of $575,000 in the fourth quarter of 2000. The segment incurred a 2001 operating loss of $1,526,000 versus an operating profit of $2,093,000 in 2000. The 2001 results include $481,000 of restructuring charges, of which $305,000 was taken in the fourth quarter

Comments by Jonathan Guss

Bogen’s Chief Executive Officer, Jonathan Guss, stated, "Market conditions worldwide made 2001 an exceptionally difficult year, all the more so since we compete in sectors that have been especially hard hit by the global economic slowdown. Still, we came through these difficulties with great strength. In addition to specific operating and competitive issues related to our two distinct business segments that will be discussed below, investors should take note of some of the accomplishments of this tough year. These include:

  1. Buying back approximately 1.0 million shares of stock for $3.1 million in the fourth quarter and largely replenishing the cash used for the self-tender during the quarter

  2. Restructuring the costs of both business segments to lower breakevens as protection against a protracted downturn and thereby positioning the company to reach higher levels of profit when revenues recover

  3. Reducing working capital requirements, especially the lowering of inventory in the face of slower sales

"Investors should note carefully the ability of this company to generate cash, in spite of today’s market conditions.

"At Speech Design, our European segment, it was a year of enormous turmoil as we continued the process of moving from our reliance on traditional voicemail products by making our newer Unified Messaging products a more important part of our revenues. An important part of this effort is building important relationships with mobile and fixed-line carriers. We have had some considerable successes in this transition, most recently illustrated by our announcement that Vodacom, an entirely new carrier client and Africa’s largest telecommunications operator, is using our cutting edge SMS-to-voice technology in a wireless system. Even with the weakness of carrier demand for capital equipment of all kinds, we again managed to double our Unified Messaging sales.

"Still, there is no question that Europe’s economy slowed down shortly after, and much more steeply, than did the United States. In Speech Design’s markets, we face extraordinary restraint in new capital spending, which of course affects Speech Design dramatically. This restraint hurts our voicemail sales, which are largely tied to new PBX purchases, as well as our Unified Messaging sales made directly to carriers.

"We have taken protective steps, largely focused on cost reduction, but also on revenue generation, to try to get through this troublesome interval. We confidently believe that Speech Design, as a whole, and Unified Messaging, in particular, is Bogen’s most exciting and highest potential growth and profit opportunity. The steps we take in this area continue to be directed toward realizing that potential most fully when the markets recover."

Comments by Michael P. Fleischer

Michael P. Fleischer, Bogen’s President, stated, "On the whole, our U.S. segment seems to have weathered this storm reasonably well. While we certainly have not seen a robust recovery in revenues, sales have continued to creep back up and we have added new products and product lines to try to offset the overall economic doldrums. We were able to adjust our costs early in the year and our current cost structure offers good cover if the economy dips back down, and very good prospects for profit if it picks up.

"The effectiveness of these measures is indicated by the fourth quarter results for which, after adjusting for the goodwill charge, the U.S. segment posted record levels of operating and pre-tax profit.

"Moreover, for the full year, taking the goodwill and separation charges out, we were largely able to offset decreased revenues with increased margins and lower operating expense, keeping our operating margins roughly the same in 2001 as in 2000.

"The write down we took eliminates all goodwill related to our Pro Audio line. Despite the non-cash charge, we made progress in Pro Audio last year, more than offsetting the recession-related decline in sales with improvements in our cost structure. As a result, bottom line performance in Pro Audio showed reduced losses, versus the prior year. We have restructured the Pro Audio management team, launched a number of new products, and initiated a stepped up marketing effort. We believe that Pro Audio merits continued effort.

"Our other lines of business in the U.S. segment all reflected the general economic conditions to one degree or another. Telco, which got off to a terrible start in 2001, came back quite nicely, with the exception of its OEM component, which remained weak all year. Commercial Audio and Engineered Systems both experienced slow markets, but we think they held up reasonably well. In all these lines, we believe that we were less affected by the slowdown than our major competitors.

"We made progress reducing our inventory holdings during 2001, lowering them by about $1.3 million. We were also successful in reducing the level of days sales outstanding in receivables.

"We look to 2002 with the confidence that comes from a highly efficient cost structure, a competitive product offering, with new products rolling out regularly, and from the support of an experienced and capable team able to keep the improvements coming. We would of course be delighted (and most profitable) if the economy would suddenly turn sharply upward. Barring some new shock, though, our U.S. segment is positioned, we believe, to provide good results even if the recovery continues at a slow pace."

About Bogen

Bogen Communications International, Inc., based in Ramsey, New Jersey and Munich, Germany, develops, manufactures, and markets telecommunications peripherals, sound processing equipment, and Unified Messaging products and services. Bogen’s products are sold to commercial, industrial, professional and institutional customers worldwide.

Conference Call

Bogen’s management also plans to host a conference call at 12 noon Eastern Time on Thursday, February 28, 2002 to discuss fourth quarter and year-end results. This conference call will be distributed over www.vcall.com. Listeners may also visit the Company’s website: www.bogen.com at the Company Info section, to access the conference call. To listen to the live call please go to one of the websites at least 15 minutes early to register, download and install any necessary audio software. If you are unable to listen live, the conference call will be archived and can be accessed for approximately 90 days at the websites.

Except for historical information contained herein, the statements made in this release constitute forward-looking statements that involve certain risks and uncertainties. Certain factors may cause actual results to differ materially from those contained in the forward-looking statements, including general market conditions, new technological developments, competition, potential acquisitions and divestitures, the availability of financing alternatives and other risks. Certain of these risks, factors and other considerations are detailed from time to time in Bogen's reports on file at the Securities and Exchange Commission, including Bogen's Form 10-K for the fiscal year ended December 31, 2000, and Form 10-Q for the quarter ended September 30, 2001. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts:

Bogen Communications International, Inc.
Maureen A.Flotard, CFO and VP-Finance
(201) 934-8500
www.bogen.com

BOGEN COMMUNICATIONS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2001 AND 2000

(In Thousands of Dollars, Except Share and Per Share Amounts)

2001
2000
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 11,001 $ 12,158
Marketable securities 3,970 -
Trade receivables (less allowance for doubtful accounts of $471 and $557
at December 31, 2001 and 2000, respectively) 5,819 7,433
Other receivables 172 847
Inventories, net 12,306 14,608
Prepaid expenses and other current assets 519 1,063
Current deferred income taxes 1,454 1,591
TOTAL CURRENT ASSETS 35,241 37,700
Equipment and leasehold improvements, net 3,746 4,299
Goodwill, net 15,189 17,768
Intangible assets, net 896 1,072
Deferred income taxes 590 -
Other assets 145 273
TOTAL ASSETS $ 55,807 $ 61,112
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Amounts outstanding under revolving credit agreements $ 973 $ 1,201
Advances and notes payable to related parties - 124
Current maturities of capital lease obligations 267 245
Accounts payable 1,910 2,684
Accrued expenses 4,376 3,428
Income taxes payable 104 392
TOTAL CURRENT LIABILITIES 7,630 8,074
Advances and notes payable to related parties 120 -
Deferred income taxes - 1,123
Capital lease obligations 11 288
Minority interest 219 80
Other liabilities 81 -
TOTAL LIABILITIES 8,061 9,565
STOCKHOLDERS' EQUITY
Preferred stock - $.001 par value; 1,000,000 shares authorized; none issued and
outstanding at December 31, 2001 or 2000 - -
Common stock - $.001par value; 50,000,000 shares authorized; 9,100,745 shares
issued and outstanding at December 31, 2001, and 10,112,956 shares issued and
outstanding at December 31, 2000 9 10
Additional paid-in-capital 45,565 48,283
Retained earnings 3,590 4,318
Accumulated other comprehensive loss (1,386) (1,032)
Treasury stock at cost - 3,572 shares at December 31, 2001 and 2000 (32) (32)
TOTAL STOCKHOLDERS' EQUITY 47,746 51,547
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 55,807 $ 61,112