Dialogic Inc. (NASDAQ: DLGC), a leading provider of communications technologies that power advanced networks, today announced fourth quarter and full year financial results for the period ending December 31, 2010. As the merger between Dialogic Corporation and the former Veraz Networks, Inc. closed on October 1, 2010, these financial results reflect the first quarter of merged company operations.

Financial Results

As reflected below in the reconciliation of the Q4, 2010 Statement of Operations to Adjusted EBITDA, on a non-GAAP basis, Dialogic recorded:
  • Revenue of $57.4 million, an 8% increase over the sum of the pre-merger non-GAAP Q3 revenues of the two entities
  • Gross Margin of 63%
  • Operating Expenses of $35.2 million
  • Adjusted EBITDA of $1.2 million

“In the fourth quarter, we delivered solid financial results, while introducing new products, investing in research and development, and integrating a global technology business,” said Nick Jensen, Dialogic’s Chairman and Chief Executive Officer. “We are very pleased with the success of the merger thus far, and our revenue and bookings indicate the market’s acceptance of our technology solutions. We expect to realize additional cost savings from the merger as we complete the integration of the two companies in the coming quarters, which we believe will result in a normalized non-GAAP operating expense rate of $120 million on an annualized basis.”

On a GAAP basis, Q4 revenue was $55.5 million, gross margins were 54%, operating expenses were $49.8 million and net loss attributable to common shareholders was $23.0 million or $0.74 per share. In accordance with GAAP, Dialogic’s 2010 financial results set forth below reflect Dialogic Corporation’s consolidated results for the first three quarters and the combined company’s results for the fourth quarter.

Merger Integration Update

Since completing the merger on October 1, 2010, the company has made significant progress in integrating the Dialogic and Veraz Networks businesses. A key benefit of the merger was the complementary product portfolios and technology platforms of the two entities, which are marketed and sold through existing channels to over 3,000 carrier and enterprise customers worldwide. Effective in Q1, 2011, Dialogic has organized our product and marketing groups into four new global business units:
  • Bandwidth Optimization
  • Video
  • Infrastructure
  • Value Added Services and Cloud Enablement

As this new structure is implemented, Dialogic expects to accelerate its sales, marketing and support activities into both existing and new markets and expand its product portfolio.

Recent Highlights

2010 and early 2011 was marked by new product launches, success in new market segments, substantial new customer contracts, and investments in worldwide research and development.
  • The company launched the Dialogic® BorderNet™ family of products which include session border controllers and launched new products in the Dialogic® I-Gate® family of mobile backhaul session bandwidth optimizers, and in our Dialogic® Vision™ family of video gateways.
  • Aircel in India, through Nokia Siemens Networks, awarded Dialogic what we believe to be the largest video gateway contract ever awarded. Aircel will be using the Dialogic ®Vision™ 1000 Video Gateway for its 3G video calling platform to offer advanced mobile services.
  • Dialogic announced new switching contracts with Global Crossing in Latin America and LS Cable in South Korea and a new video gateway contract with Mahanagar Telephone Nigam Ltd. mobile network in India via our partner Spice Digital. Dialogic’s product and technology platforms are installed in 80 countries and some of the largest networks, including more than 20 of the top 25 mobile network operators worldwide.
  • The company continued its investment in research and development including: opening an interoperability laboratory in Russia and opening a video design and deployment facility in India.

Company Raises Margin Range as part of Business Outlook for 2011

Today Dialogic raised its 2011 guidance range for non-GAAP gross margin.
Item       Previous Outlook       New Outlook
Non-GAAP       Issued 10/26/10       Issued 2/28/11
Revenue $220 – $230 Million $220 - $230 Million
Adjusted Gross Margin 60% - 65% 63% - 67%
Adjusted EBITDA Margin       Greater than 10%       Greater than 10%

“We are pleased with our accomplishments this quarter and we are encouraged that our vision for the future of next generation networks is now becoming a reality,” said Jensen. “We invested heavily in R&D to enable applications and expand infrastructure on mobile networks, particularly video, SBC and mobile backhaul, and those investments are now delivering new products and technology platforms. We believe that we have the right products at the right time to drive the next wave of mobile application development, plus as a merged public company, we have the size and scale necessary to supply the world’s largest carriers.”

Condensed Consolidated Balance Sheets
(In thousands, unaudited)
December 31, 2010 December 31, 2009
Current assets:
Cash and cash equivalents $ 24,559 $ 3,973
Restricted cash 650 -
Accounts receivable, net 57,931 39,407
Inventories 27,102 17,239
Prepaid expenses and other current assets   13,398   6,916
Total current assets 123,640 67,535
Property and equipment, net 10,262 10,703
Intangible assets, net 46,904 52,890
Goodwill 31,614 19,749
Deferred debt issuance costs, net 3,307 2,116
Other assets   1,393   1,031
Total assets $ 217,120 $ 154,024
Current liabilities:
Bank indebtedness $ 12,783 $ 10,304
Accounts payable 23,552 23,194
Accrued liabilities 23,765 7,150
Income tax payable 2,010 964
Deferred revenue 17,209 5,716
Interest payable on long-term debt, related party   2,953   391
Total current liabilities   82,272   47,719
Long-Term liabilities:
Long-term debt, related party 93,811 89,921
Income taxes payable 2,416 3,323
Deferred revenue   2,423   -
Total long-term liabilities   98,650   93,244
Redeemable equity - 93,138
Stockholders’ equity(deficit):
Common stock and additional paid-in capital 218,783 46,838
Warrants - 9,000
Accumulated other comprehensive (loss) (22,071) (22,114)
Accumulated deficit   (160,514)   (113,801)
Total stockholders’ equity (deficit)   36,198   (80,077)
Total liabilities and stockholders’ equity $ 217,120 $ 154,024
Condensed Consolidated Statements of Operations
(In thousands, except per share data, unaudited)
Three Months Ended

December 31,
Twelve Months Ended

December 31,
2010 2010 2009
Products $ 47,398 $ 162,449 $ 165,498
Services   8,053   16,323   10,774
Total revenues   55,451   178,772   176,272
Cost of Revenues:
Products 21,026 61,725 62,380
Services   4,746   11,412   9,253
Total cost of revenues   25,772   73,137   71,633
Gross profit   29,679   105,635   104,639
Operating Expenses:
Research and development, net 15,411 46,152 42,012
Sales and marketing 18,083 51,536 48,056
General and administrative 10,356 28,535 25,330
Merger costs 4,500 6,628 -
Restructuring charges   1,498   2,047   3,418
Total operating expenses   49,848   134,898   118,816
Loss from operations (20,169) (29,263) (14,177)
Interest and other income (expense) (63) 476 74
Interest expense, related party (3,482) (17,848) (14,694)
Foreign exchange gains (losses), net   (204)   (302)   1,128
Loss before income taxes (23,918) (46,937) (27,669)
Income taxes provision (benefit)   (911)   (224)   9,974
Net loss (23,007) (46,713) (37,643)
Change in redemption value of preferred shares   -   (3,047)   (6,555)
Net loss attributable to common shareholders $ (23,007) $ (49,760) $ (44,198)
Net loss allocable to common stockholders per share - basic and diluted $ (0.74) $ (3.67) $ (5.78)
Weighted-average shares outstanding used in computing net loss per share -- basic and diluted:   31,113   13,566   7,653
Reconciliation of Condensed Consolidated Statement of Operations Loss to Adjusted EBITDA results
(In thousands, except per share data, unaudited)
Three Months Ended

December 31, 2010

Statement of



Products $ 47,398 $ 850 B $ 48,248
Services   8,053   1,126 B   9,179
Total revenues   55,451   1,976   57,427
Cost of Revenues:
Products 21,026 (4,684) A,B,C 16,342
Services   4,746   -   4,746
Total cost of revenues   25,772   (4,684)   21,088
Gross profit   29,679   6,660   36,339
Operating Expenses:
Research and development, net 15,411 (1,380) A,C 14,031
Sales and marketing 18,083 (4,223) A,C 13,860
General and administrative 10,356 (3,071) A,C 7,285
Merger costs 4,500 (4,500) -
Restructuring charges   1,498   (1,498)   -
Total operating expenses   49,848   (14,672)   35,176
Loss from operations (20,169) 21,332 1,163
Interest and other income (expense) (63) 63 -
Interest expense, related party (3,482) 3,482 -
Foreign exchange gains (losses), net   (204)   204   -
Loss before income taxes (23,918) 25,081 1,163
Income taxes provision (benefit)   (911)   911   -
Net loss $ (23,007) $ 24,170 $ 1,163
(A) Stock-based compensation for the three months ended December 31, 2010 was as follows:
Cost of revenues $ 808
Research and development, net 874
Sales and marketing 2,327
General and administrative   2,135
$ 6,144
(B) Purchase price adjustments for the three months ended December 31, 2010 was as follows:
Products $ 850
Services   1,126
Total revenues   1,976
Cost of Revenues:
Products   1,298
Total cost of revenues   1,298
Purchase price adjustments $ 3,274
(C) Depreciation and amortization for the three months ended December 31, 2010 was as follows:
Cost of revenues $ 2,578
Research and development, net 506
Sales and marketing 1,896
General and administrative   936
$ 5,916

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 net loss and non-GAAP net loss allocable to common stockholders is useful to investors, because it describes 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 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 non-GAAP financial measures to 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, taxes, depreciation and amortization. "Adjusted EBITDA" is defined as EBITDA plus adjustments for nonrecurring items or other adjustments. Adjusted EBITDA includes EBITDA and also non-cash stock compensation expense, purchase price adjustments resulting from the fair value adjustments of the assets and liabilities of Veraz Networks as of October 1, 2010, acquisition related costs, restructuring expenses and foreign exchange gains (losses). Acquisition costs include investment banker fees, legal expenses, and other fees incurred in connection with the acquisition. Dialogic considers Adjusted EBITDA as a key metric in evaluating its financial performance.

Stock-based compensation: These expenses consist of expenses for employee stock options, restricted stock units and employee stock purchases under ASC 718. Dialogic excludes stock-based compensation expenses from our non-GAAP measures primarily because they are non-cash expenses and are also excluded by our lender in the calculation of EBITDA. As Dialogic applies ASC 718, it believes that it is useful to its investors to understand the impact of the application of ASC 718 to its operational performance, liquidity and its ability to invest in research and development and fund acquisitions and capital expenditures. While stock-based compensation expense calculated in accordance with ASC 718 constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because it is not an expense that typically requires or will require cash settlement by Dialogic and because such expense is not used by management to assess the core profitability of our business operations. Dialogic further believes these measures are useful to investors in that they allow for greater transparency to certain line items in our financial statements. In addition, excluding this item from various non-GAAP measures better facilitates comparisons to our competitors’ operating results.

Conference Call Information

Dialogic will offer a live webcast of the conference call starting at 4:30 p.m. EST, which will also include forward-looking information. For parties in the United States and Canada, call 1-800-860-2442 to access the conference call. International parties can access the call at 412-858-4600. The webcast will be accessible from the “Investor Relations” section of the Dialogic website ( www.dialogic.com). The webcast will be archived for a period of 30 days. A telephonic replay of the conference call will also be available two hours after the call and will run for one month. To hear the replay, parties in the United States and Canada should call 1-877-344-7529 and enter passcode 60000#. International parties should call 1-412-317-0088 and enter passcode 60000#. In addition, Dialogic’s press release will be distributed via Business Wire and posted on the Dialogic website before the conference call begins (DLGC-IR).

About Dialogic

For over 25 years, Dialogic (NASDAQ: DLGC) and its subsidiaries have been providing communications platforms and technology to enterprise and service provider markets. Our portfolio of IP and TDM based multimedia processing and call control technologies enables developers and service providers to build and deploy innovative applications without concern for the complexities of the communications medium or network. This empowers our customers to unleash the profit from video, voice and data for advanced networks. For more information on Dialogic, visit www.dialogic.com.

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, future revenues, adjusted gross margin, adjusted EBITDA 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 Annual Report on Form 10-K for the year ended December 31, 2009 and our Quarterly report on Form 10-Q for the quarter ended September 30, 2010, each 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 and I-Gate are registered trademarks and Vision and BorderNet 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.

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