DLGC Dialogic, Inc. (MM)

Dialogic Inc. (NASDAQ: DLGC), a leading provider of products and technologies that enable operators to provide an enhanced mobile experience, today announced third quarter financial results for the period ending September 30, 2012.

On a GAAP basis, Dialogic achieved the following financial results for the third quarter of 2012 as compared to the third quarter of 2011 and the second quarter of 2012.

• Total revenue for the third quarter of 2012 was $42.4 million, compared to $47.4 million in the third quarter of 2011 and $38.6 million in the second quarter of 2012.
• Gross margin for the third quarter of 2012 was 61.8%, compared to 59.8% in the third quarter of 2011 and 45.9% in the second quarter of 2012.
• Operating expense for the third quarter of 2012 was $26.4 million, compared to $37.3 million in the third quarter of 2011 and $35.5 million in the second quarter of 2012.
• Net loss for the third quarter of 2012 was ($0.3) million, or ($0.03) per share, compared to losses of ($13.1) million, or ($2.09) per share, in the third quarter of 2011 and ($18.0) million, or ($2.85) per share, in the second quarter of 2012. Earnings per share results were calculated on a post-split basis, taking into effect the company’s 5 for 1 reverse stock split, effected on September 14, 2012, retroactively applied for compared periods.

As reflected below in the Reconciliation of Condensed Consolidated Statements of Operations to Adjusted EBITDA Results, on a non-GAAP basis, Dialogic achieved the following financial results for the third quarter of 2012, as compared to the third quarter of 2011 and to the second quarter of 2012.

• Total revenue for the third quarter of 2012 was $42.5 million, compared to $48.0 million in the third quarter of 2011 and $39.3 million in the second quarter of 2012.
• Gross margin for the third quarter of 2012 was 65.3%, compared to 65.3% in the third quarter of 2011 and 65.1% in the second quarter of 2012.
• Operating expense for the third quarter of 2012 was $23.9 million, compared to $30.3 million in the third quarter of 2011 and $27.5 million in the second quarter of 2012.
• Adjusted EBITDA for the third quarter of 2012 was $3.8 million, compared to $1.0 million in the third quarter of 2011 and ($2.0) million in the second quarter of 2012.

“Dialogic is pleased to report that the organizational, operational and financial initiatives that have been implemented over the past four quarters are starting to yield better results across key dimensions of our business,” said Kevin Cook, President and CEO. “We are encouraged that our Next-Gen portfolio achieved double digit sequential revenue growth. In addition, we recorded the lowest quarterly non-GAAP operating expenses and the highest adjusted EBITDA for 2012.”

“Our customers continue to reinforce that we are uniquely enabling the integration and delivery of complex video, voice and data services across legacy and Next-Gen IMS/LTE networks,” added Cook. “Throughout the quarter, we demonstrated success in turning up new Next-Gen networks with our ControlSwitch system, enhancing existing networks with our BorderNet session border controllers and expanding the capacity of severely constrained networks with our Session Bandwidth Optimization portfolio. The company’s ability to address the breadth of customer opportunities served us well.”

Conference Call Information

Dialogic will hold its third quarter earnings conference call at approximately 4:30 p.m. Eastern Standard Time on Tuesday, November 13, 2012. Dialogic will offer a live webcast of the conference call on its website at www.dialogic.com, which will also include forward-looking information. For parties in the United States, call 1-800-860-2442 to access the conference call. International parties can access the call at 412-858-4600. A replay of the webcast will be accessible from the "Investor Relations" section of the Dialogic website. A telephonic replay of the conference call will also be available one hour after the call and will run for 30 days. To hear the telephonic replay, parties in the United States should call 1-877-344-7529 and enter passcode 10021152#. International parties should call +1-412-317-0088 and enter passcode 10021152#. In addition, Dialogic's press release will be distributed via Business Wire and posted on the Dialogic website prior to the conference call.

About Dialogic

Dialogic (NASDAQ: DLGC) is a leading provider of products and technologies that enable operators to provide an enhanced mobile experience. Whether our products are used in mobile value-added service solutions or to transform, connect and optimize communications services, Dialogic understands that mobile experience matters. Our technology touches over two billion mobile subscribers a day and our network solutions carry more than 15 billion minutes of traffic per month.

For more information on Dialogic and the communications solutions built on Dialogic® technology, visit www.dialogic.com and www.dialogic.com/showcase.

This press release may contain forward-looking statements regarding future events that involve risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results. These forward-looking statements involve risks and uncertainties, as well as assumptions that if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements include but are not limited to our ability to continue to achieve operational, organizational and financial savings through initiatives already in process or which may be put in process, generate positive cash flow and support continued revenue growth, the potential market for and market acceptance of our products, industry and competitive market conditions, gross margin expansion, creating new revenue opportunities, reducing operating expenses and other risks and uncertainties described more fully in our documents filed with or furnished to the SEC. More information about these and other risks that may impact Dialogic's business is set forth in the "Risk Factors" section in our Quarterly Report on Form 10-Q for the three months ended June 30, 2012, as filed with the SEC. These filings are available on a website maintained by the SEC http://www.sec.gov/. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we assume no obligation to update these forward-looking statements.

Dialogic is a registered trademark and BorderNet and ControlSwitch are trademarks of Dialogic Inc. or a subsidiary. All other company and product names may be trademarks of the respective companies with which they are associated. (DLGC-IR)

GAAP Financial Tables

  DIALOGIC INC. Condensed Consolidated Statements of Operations (GAAP) (in thousands, except per share data) (unaudited)         Three Months Ended September 30,   Nine Months Ended September 30,   2012       2011       2012       2011   Revenue: Products $ 32,140 $ 36,604 $ 92,249 $ 118,428 Services   10,251       10,817       29,808       29,644   Total revenue   42,391       47,421       122,057       148,072     Cost of revenue: Products 11,070 13,700 38,038 45,237 Services   5,118       5,358       15,267       16,215   Total cost of revenue   16,188       19,058       53,305       61,452   Gross profit   26,203       28,363       68,752       86,620     Operating expenses: Research and development, net 9,266 13,540 33,459 42,262 Sales and marketing 9,261 12,664 31,935 41,829 General and administrative 7,375 9,391 23,766 27,553 Restructuring charges   457       1,674       4,760       6,420   Total operating expenses   26,359       37,269       93,920       118,064   Loss from operations (156 ) (8,906 ) (25,168 ) (31,444 )   Other income (expense): Interest and other income (expense), net 242 (3 ) 95 (3 ) Interest expense (1,792 ) (4,695 ) (8,836 ) (13,227 ) Change in fair value of warrants 1,750 - 2,154 - Foreign exchange loss, net   (278 )     (51 )     (1,047 )     (384 ) Total other expense, net   (78 )     (4,749 )     (7,634 )     (13,614 ) Loss before provision (benefit) for income taxes (234 ) (13,655 ) (32,802 ) (45,058 ) Income tax provision (benefit)   56       (557 )     304       588   Net loss $ (290 )   $ (13,098 )   $ (33,106 )   $ (45,646 )   Net loss per share - basic and diluted $ (0.03 ) $ (2.09 ) $ (4.34 ) $ (7.30 )

Weighted average shares of common stock used in calculation of net loss per share - basic and diluted

  10,229       6,269       7,634       6,256                 DIALOGIC INC. Unaudited Condensed Consolidated Balance Sheets (in thousands, except share and per share data) (unaudited)   September 30, 2012   December 31, 2011 ASSETS Current assets: Cash and cash equivalents $ 2,661 $ 10,353 Restricted cash 1,000 1,497 Accounts receivable, net of allowance of $3,797 and $3,622, respectively 39,393 47,460 Inventory 9,741 20,127 Other current assets   7,845       9,157   Total current assets 60,640 88,594 Property and equipment, net 6,479 7,947 Intangible assets, net 26,675 33,267 Goodwill 31,223 31,223 Other assets   1,680       2,311   Total assets $ 126,697     $ 163,342     LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 19,414 $ 21,569 Accrued liabilities 18,298 22,449 Deferred revenue, current portion 13,503 14,872 Bank indebtedness 10,709 12,509 Income taxes payable 920 1,665 Interest payable, related parties   50       3,452   Total current liabilities 62,894 76,516 Long-term debt, related parties, net of discount 64,233 94,675 Warrants 4,917 - Other long-term liabilities   8,649       7,587   Total liabilities   140,693       178,778   Commitments and contingencies Preferred stock, $0.001 par value: Authorized - 10,000,000 shares; Issued and outstanding - 1 share - - Stockholders' deficit: Common stock, $0.001 par value: Authorized - 200,000,000 shares; Issued and outstanding 14,401,747 and 6,295,230 shares, respectively 14 6 Additional paid-in capital 257,049 222,087 Accumulated other comprehensive loss (22,630 ) (22,206 ) Accumulated deficit   (248,429 )     (215,323 ) Total stockholders' deficit   (13,996 )     (15,436 ) Total liabilities and stockholders' deficit $ 126,697     $ 163,342    

Use of Non-GAAP Financial Measures

Some of the measures in this press release are non-GAAP financial measures within the meaning of the SEC Regulation G. Dialogic believes that presenting non-GAAP Adjusted EBITDA is useful to investors, because it reflects the operating performance of Dialogic. Dialogic management uses these non-GAAP measures as important indicators of the company's past performance and in planning and forecasting performance in future periods. Dialogic considers EBITDA, as adjusted, an important measure of its ability to generate cash flows to fund operating activities, service debt, fund capital expenditures and fund other corporate investing and financing activities. EBITDA, as adjusted, eliminates the non-cash effect of tangible asset depreciation and amortization of intangible assets and stock-based compensation, as well as certain nonrecurring expenses. EBITDA should be considered in addition to, rather than as a substitute for, pre-tax income, net income and cash flows from operating activities. The non-GAAP financial information Dialogic presents may not be comparable to similarly-titled financial measures used by other companies, and investors should not consider non-GAAP financial measures in isolation from, or in substitution for, financial information presented in compliance with GAAP. You are encouraged to review the reconciliation of GAAP financial measures to non-GAAP financial measures included elsewhere in this press release.

In respect of the foregoing, Dialogic provides the following supplemental information to provide additional context for the use and consideration of the non-GAAP financial measures used elsewhere in this press release:

"EBITDA" is defined as earnings before interest, income taxes, depreciation and amortization. "Adjusted EBITDA" is defined as EBITDA, plus adjustments for nonrecurring items or other adjustments. Adjusted EBITDA includes EBITDA and also restructuring and integration costs, product rationalization, non-cash stock compensation expense, purchase accounting adjustments, SEC inquiry expenses and other income (expense) items, which includes the change in the fair value of warrants and foreign exchange gain (loss). Dialogic considers Adjusted EBITDA as a key metric in evaluating its financial performance.

Non-GAAP Financial Tables

                  DIALOGIC INC. Reconciliation of Condensed Consolidated Statement of Operations to Adjusted EBITDA Results Three Months Ended September 30, 2012 (in thousands, except per share data) (unaudited)   Depreciation Stock-based Purchase and Restructuring and Product Compensation Accounting SEC Other Adjusted GAAP   Amortization   Integration Costs   Rationalization   Expense   Adjustments   Inquiry   Adjustments   EBITDA Revenue: Products $ 32,140 - - - - 165 - - $ 32,305 Services 10,251 - - - - (77 ) - - 10,174   Cost of revenue: Products 11,070 (1,226 ) - (516 ) (86 ) 371 - - 9,613 Services 5,118 - - - - - - 5,118   Operating expenses: Research and development, net 9,266 (324 ) 4 - (146 ) 73 - - 8,872 Sales and marketing 9,261 (471 ) 19 - (175 ) 6 - - 8,641 General and administrative 7,375 (269 ) (486 ) - (238 ) 69 (64 ) - 6,387 Restructuring charges 457 - (457 ) - - - - - -   Total other expense, net (78 ) - - - - - - 78 - Income tax provision   56     -     -     -     -     -     -     (56 )     -   Net (loss) income $ (290 )   2,290     920     516     645     (431 )   64     134     $ 3,848     Net (loss) income per share - basic and diluted $ (0.03 ) $ 0.38

Weighted average shares of common stock used in calculation of net (loss) income per share - basic and diluted

  10,229     10,229     DIALOGIC INC. Reconciliation of Condensed Consolidated Statement of Operations to Adjusted EBITDA Results Three Months Ended September 30, 2011 (in thousands, except per share data) (unaudited)   Depreciation Stock-based Purchase and Restructuring and Product Compensation Accounting SEC Other GAAP   Amortization   Integration Costs   Rationalization   Expense   Adjustments   Inquiry   Adjustments   Non-GAAP Revenue: Products $ 36,604 - - - - 155 - - $ 36,759 Services 10,817 - - - - 413 - - 11,230   Cost of revenue: Products 13,700 (2,146 ) - - (89 ) (138 ) - - 11,327 Services 5,358 - (25 ) - - - - - 5,333   Operating expenses: Research and development, net 13,540 (437 ) (65 ) - (239 ) - - - 12,799 Sales and marketing 12,664 (1,269 ) (21 ) - (234 ) - - - 11,140 General and administrative 9,391 (812 ) (286 ) - (198 ) - (1,699 ) - 6,396 Restructuring charges 1,674 - (1,674 ) - - - - - -   Total other expense, net (4,749 ) - - - - - - 4,749 - Income tax benefit   (557 )   -     -     -     -     -     -     557       -   Net (loss) income $ (13,098 )   4,664     2,071     -     760     706     1,699     4,192     $ 994     Net (loss) income per share - basic and diluted $ (2.09 ) $ 0.16

Weighted average shares of common stock used in calculation of net (loss) income per share - basic and diluted

  6,269     6,269     DIALOGIC INC. Reconciliation of Condensed Consolidated Statement of Operations to Adjusted EBITDA Results Three Months Ended June 30, 2012 (in thousands, except per share data) (unaudited)   Depreciation Stock-based Purchase and Restructuring and Product Compensation Accounting SEC Other GAAP   Amortization   Integration Costs   Rationalization   Expense   Adjustments   Inquiry   Adjustments   Non-GAAP Revenue: Products $ 28,599 - - - - 100 - - $ 28,699 Services 9,960 - - - - 596 - - 10,556   Cost of revenue: Products 15,901 (2,052 ) - (4,821 ) (74 ) (215 ) - - 8,739 Services 4,978 - - - - - - - 4,978   Operating expenses: Research and development, net 11,370 (430 ) - - (120 ) - - - 10,820 Sales and marketing 11,063 (833 ) - - (154 ) - - - 10,076 General and administrative 8,806 (289 ) (1,264 ) - (217 ) - (416 ) - 6,620 Restructuring charges 4,246 - (4,246 ) - - - - - -   Total other expense, net (338 ) - - - - - - 338 - Income tax benefit   (112 )   -     -     -     -     -     -     112       -   Net (loss) income $ (18,031 )   3,604     5,510     4,821     565     911     416     226     $ (1,978 )   Net (loss) income per share - basic and diluted $ (2.85 ) $ (0.31 )

Weighted average shares of common stock used in calculation of net (loss) income per share - basic and diluted

  6,337     6,337     DIALOGIC INC. Reconciliation of Condensed Consolidated Statement of Operations to Adjusted EBITDA Results Nine Months Ended September 30, 2012 (in thousands, except per share data) (unaudited)   Depreciation Stock-based Purchase

 

and Restructuring and Product Compensation Accounting SEC Other GAAP   Amortization   Integration Costs   Rationalization   Expense   Adjustments   Inquiry   Adjustments  

Non-GAAP

Revenue: Products $ 92,249 - - - - 434 - - $ 92,683 Services 29,808 - - - - 827 - - 30,635   Cost of revenue: Products 38,038 (4,844 ) - (5,337 ) (149 ) 156 - - 27,864 Services 15,267 - - - (95 ) - - - 15,172   Operating expenses: Research and development, net 33,459 (1,106 ) 4 - (506 ) 73 - - 31,923 Sales and marketing 31,935 (2,119 ) 19 - (551 ) 6 - - 29,291 General and administrative 23,766 (1,136 ) (2,197 ) - (595 ) 69 (243 ) - 19,663 Restructuring charges 4,760 - (4,760 ) - - - - - -   Total other expense, net (7,634 ) - - - - - - 7,634 - Income tax provision   304     -     -     -     -     -     -     (304 )     -   Net (loss) income $ (33,106 )   9,205     6,934     5,337     1,896     957     243     7,938     $ (595 )   Net (loss) income per share - basic and diluted $ (4.34 ) $ (0.08 )

Weighted average shares of common stock used in calculation of net (loss) income per share - basic and diluted

  7,634     7,634     DIALOGIC INC. Reconciliation of Condensed Consolidated Statement of Operations to Adjusted EBITDA Results Nine Months Ended September 30, 2011 (in thousands, except per share data) (unaudited)   Depreciation Stock-based Purchase and Restructuring and Product Compensation Accounting SEC Other GAAP   Amortization   Integration Costs   Rationalization   Expense   Adjustments   Inquiry   Adjustments   Non-GAAP Revenue: Products $ 118,428 - - - - 2,664 - - $ 121,092 Services 29,644 - - - - 1,801 - - 31,445   Cost of revenue: Products 45,237 (6,472 ) - - (182 ) 1,128 - - 39,711 Services 16,215 - (25 ) - (63 ) - - - 16,127   Operating expenses: Research and development, net 42,262 (1,298 ) (65 ) - (565 ) - - - 40,334 Sales and marketing 41,829 (3,888 ) (21 ) - (775 ) (389 ) - - 36,756 General and administrative 27,553 (2,404 ) (286 ) - (743 ) - (2,526 ) - 21,594 Restructuring charges 6,420 - (6,420 ) - - - - - -   Total other expense, net (13,614 ) - - - - - - 13,614 - Income tax provision   588     -     -     -     -     -     -     (588 )     -   Net (loss) income $ (45,646 )   14,062     6,817     -     2,328     3,726     2,526     14,202     $ (1,985 )   Net (loss) income per share - basic and diluted $ (7.30 ) $ (0.32 )

Weighted average shares of common stock used in calculation of net (loss) income per share - basic and diluted

  6,256     6,256