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| VIALOG Corporation |
| 10 New England Business Center, Suite 302, Andover, MA 01810 * (978) 975-3700 |
| Business Description | The company is a leading independent provider of teleconferencing and other group communications services, consisting primarily of operator-attended and operator-on-demand audio teleconferencing, as well as video and data conferencing services. |
| Offering Information Company has | |||
| Trading As | VLOG (NASNTL) | Industry | Telecommunications (SIC 4813) |
| Type of Stock Offered | Common Shares | Filing Date | 5/22/98 |
| Domestic Shares Offered | 4,900,000 | Offer Date | 2/5/99 |
| Foreign Shares Offered | 0 | Filing Range | $10.00 - $12.00 |
| Company Shares | 4,632,174 | Offer Price | $8.00 |
| Selling Shrhldrs Shares | 267,826 | Gross Spread | - - |
| Gross Proceeds | $39,200,000 | Selling | - - |
| Expenses | - - | Reallowance | - - |
| Post-IPO Shares | - - | Employees | 421 |
| Primary Underwriting Group | ||
| Underwriter Name | Participation | Underwriter Phone |
| Prudential Securities Incorporated | Lead Manager | (212) 778-5420 |
| Jefferies & Company Incorporated | Co-manager | (212) 903-2342 |
| Income Statement and Cash Flow Summary | |||||||
| Prior Audited Income |
Latest Unaudited Income | ||||||
| Full Year Audited Figures | 3 Months Ending | ||||||
| Figures in U.S. millions except per share data | 12/31/96 | 12/31/97 | 3/31/97 | 3/31/98 | |||
| Revenues | - | - | - | - | 4.816 | 0.000 | 11.290 |
| Income from Oper. | - | - | - | - | -13.433 | -0.871 | 0.451 |
| Net Income | - | - | - | -0.785 | -15.821 | -0.874 | -2.594 |
| E.P.S | - | - | - | -0.380 | -5.480 | -0.320 | -0.730 |
| Revenue Growth (%) | - | - | - | - | - | ||
| Net Income Growth (%) | - | - | - | - | - | ||
| Oper. Profit Margin (%) | - | - | - | - | - | 3.99 | - |
| Net Profit Margin (%) | - | - | - | - | - | - | - |
| Cash Flow - Oper. | -4.15 | -0.01 | 0.13 | ||||
| Cash Flow - Inv. | -53.76 | -0.02 | -1.60 | ||||
| Cash Flow - Fin. | 67.14 | -0.15 | -0.08 | ||||
| Balance Sheet Summary and Financial Ratios | |||||
| Balance sheet as of: 3/31/98 | Financial Ratios | ||||
| Total Assets | 74.87 | Current Assets | 15.41 | Current Ratio | 1.48 |
| Total Liab. | 82.32 | Current Liab. | 10.40 | Debt Ratio | 109.95% |
| Total Equity | -7.45 | Working Cap. | 5.00 | Debt to Equity Ratio | - |
| Cash | 8.02 | Return on Assets | - | ||
| Use Of Proceeds |
The proceeds from the proposed offering will be used for working capital, and general corporate purposes which may include future acquisitions. |
| Legal Counsel Registrar Auditor | |
| Issuer's Law Firm | Demallie & Lougee, LLP |
| Bank's Law Firm | Cadwalader, Wickersham & Taft |
| Auditor | KPMG Peat Marwick |
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| Industry Competition |
The teleconferencing service industry is highly competitive and subject to rapid change. The Company currently competes, or expects to compete in the near future, with the following categories of companies: (i) IXCs, such as AT&T;, MCI, Sprint, Frontier and Cable & Wireless, (ii) independent LECs, such as GTE and Cincinnati Bell, and (iii) other PCSBs. According to estimates from industry sources, the IXCs served approximately 78% of the audio teleconferencing market in 1996. The IXCs generally do not market teleconferencing services separately, but rather offer such services as part of a "bundled" telecommunications offering. The IXCs have not emphasized enhanced services or customized communications solutions to meet customer needs. However, there can be no assurance that these competitors will not alter their current strategies and begin to focus on services-specific selling, customized solutions and operator-attended services, the occurrence of any of which could increase competition. Under the Telecommunications Act of 1996, the RBOCs may also be allowed to provide long distance services within the regions in which they also provide local exchange services ("in-region long distance services") upon the satisfaction of certain conditions, including the specific approval of the FCC, the introduction of or a defined potential for facilities-based local competition, the offering of local services for resale, and compliance with access and interconnection requirements for facilities-based competitors. Upon entrance into the long distance market, the ability of an RBOC to gain immediate and significant teleconferencing market share could be enhanced by its status as the incumbent primary provider of local services to its customers. |
| Business Plan |
The Company provides a full array of group communications services through its six operating centers, all of which were acquired by the Company in November 1997. The basic goals of the Company's operating strategy consist of the following: (I) Focus exclusively on teleconferencing and other group communications services, (ii) Deliver a broad range of services, (iii) Maximize operational synergies, (iv) Retain customers and stimulate usage. |