Dialogic Inc. Reports Fourth Quarter and Full Year 2011 Financial Results

Friday, March 23, 2012

Restructures Debt with Primary Lender into Three Year Note on Significantly Improved Terms, Achieves Record non-GAAP Gross Margins and EBITDA for the Fourth Quarter

MILPITAS, Calif.--(BUSINESS WIRE)-- 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, 2011.

Fourth Quarter Highlights

"As we review our financial results for the fourth quarter of 2011 over the third quarter of 2011, we are pleased to report that we increased Total Revenue and Gross Margin while significantly reducing Operating Expense, all of which resulted in $4.4 million of Adjusted EBITDA and added to our cash position at the end of the year," said Nick Jensen, Dialogic Chairman and Chief Executive Officer.

Financial Results

On a GAAP basis, Dialogic achieved the following financial results for the fourth quarter of 2011 as compared to the third quarter of 2011 and full year 2011 as compared to full year 2010:

As reflected below in the Reconciliation of Condensed Consolidated Statement of Operations Loss to Adjusted EBITDA results, on a non-GAAP basis, Dialogic achieved the following financial results for the fourth quarter of 2011 as compared to the third quarter of 2011:

"Since early 2011, we have been actively focused on reducing costs and have decreased annualized operating expenses by approximately $25 million between the first and fourth quarter of 2011," said John Hanson, Dialogic Chief Financial Officer. "We continue to evaluate and pursue cost management opportunities by sharpening our focus on outsourcing, strategic sourcing and other key measures that could yield an additional annualized cost savings of $18 - $20 million by the end of the fourth quarter of 2012."

Debt Restructuring

Dialogic Inc. and certain of its affiliates have entered into an agreement with its primary lender, Tennenbaum Capital Partners, LLC and certain of its affiliates (TCP), to restructure $89.9 million of its current short-term debt into a new three-year long-term note with a maturity date of March 31, 2015. The new note carries an interest rate of 10%, which in 2012 may be paid 5% in cash and 5% with a Payment in Kind (PIK) feature, instead of all cash and thereafter may be paid 5% in cash and 5% with a PIK feature based on certain tests related to the company's freely available cash. This compares to the prior note that carried a cash interest rate of 15%. The new note will also have no financial covenants until the first quarter of 2013. Furthermore, the primary lender has agreed that $3.1 million in cash interest due in the first quarter of 2012 under the prior facility can be deferred and accrued as debt. Associated with the debt restructuring, Dialogic will also issue 18 million warrants for common stock with an exercise price of $1.00 per share to TCP, subject to shareholder approval.

"We are pleased to have been able to restructure our balance sheet and to materially reduce our future cash interest expense by what we estimate to be at least $9.0 million for the first year in partnership with Tennenbaum Capital Partners," said Hanson. "We see this as another milestone in the company's ongoing efforts to optimize financial performance."

"We have delivered a strong fourth quarter and a solid year both in terms of our financial performance, but also the underlying Next-Gen solutions and services that our customers rely on to scale their business in the face of unprecedented growth in mobile video, data and voice services," said Jensen. "We believe that we have the right technologies at the right time and that increasing our focus on Next-Gen investments in these key growth areas continues to position us well in the fastest growing mobile markets worldwide, such as bandwidth optimization, session border controllers and video. We recognize that having the right operating structure and the right capital structure are key elements in our ability to create long-term shareholder value."

Business Outlook for the First Quarter of 2012

Dialogic expects Total Revenue in the first quarter of 2012 to be slightly less than Total Revenues achieved in the fourth quarter of 2011, due to normal seasonality.

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 operating income (loss) 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 and integration related costs, restructuring expenses, SEC inquiry expenses and foreign exchange gains (losses). 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.

SEC inquiry expense: Due to the generally nonrecurring nature and magnitude of expense associated with the SEC inquiry, Dialogic excludes such expenses from its non-GAAP measures primarily because they are not indicative of ongoing operating results. Further, excluding this item from non-GAAP measures facilitates management's internal comparisons to our historical operating results.

Conference Call Information

Dialogic will hold its fourth quarter earnings conference call at approximately 9:00am Eastern Time on Friday, March 23, 2012. Dialogic will offer a live webcast of the conference call, 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. 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 one hour after the call and will run for one month. To hear the replay, parties in the United States should call 1-877-344-7529 and enter passcode 10006191#. International parties should call 1-412-317-0088 and enter passcode 10006191#. 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

Dialogic (NASDAQ: DLGC) develops products and technologies that enable operators to provide — and subscribers to enjoy - 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/en/showcase. Also, find us on the following social networking sites:

• Facebook
• Twitter
• LinkedIn
• Google+
• YouTube
• Dialogic Exchange Network (DEN)

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 level of our indebtedness, the potential market for and market acceptance of our products, industry and competitive market conditions, gross margin expansion, adding working capital, creating new revenue opportunities, reducing operating expenses, including our ability to achieve expected savings in future cash interest expense, intellectual property matters 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, 2010 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, 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 is a registered trademark of Dialogic Inc. or a subsidiary. All other company and product names may be trademarks of the respective companies with which they are associated.

Investor Relations:
MBS Value Partners
Ron Vidal, 212-750-5800
ron.vidal@mbsvalue.com
or
Dialogic
Andrew Goldberg, 973-967-6425
Andrew.Goldberg@dialogic.com