DIALOGIC INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(unaudited)
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|
June 30, 2011
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|
March 31, 2011
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|
December 31, 2010
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|
|
|
|
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|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
14,742
|
|
|
$
|
20,382
|
|
|
$
|
24,559
|
Restricted cash
|
|
1,609
|
|
|
|
1,607
|
|
|
|
650
|
Accounts receivable, net
|
|
45,226
|
|
|
|
50,262
|
|
|
|
57,931
|
Inventories
|
|
23,951
|
|
|
|
28,014
|
|
|
|
27,102
|
Prepaid expenses
|
|
4,349
|
|
|
|
6,581
|
|
|
|
5,703
|
Other current assets
|
|
4,374
|
|
|
|
3,058
|
|
|
|
7,695
|
|
|
|
|
|
|
|
|
Total current assets
|
|
94,251
|
|
|
|
109,904
|
|
|
|
123,640
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
9,108
|
|
|
|
9,687
|
|
|
|
10,262
|
Intangible assets, net
|
|
40,062
|
|
|
|
43,451
|
|
|
|
46,904
|
Goodwill
|
|
31,223
|
|
|
|
31,223
|
|
|
|
31,614
|
Deferred debt issuance costs, net
|
|
1,900
|
|
|
|
3,047
|
|
|
|
3,307
|
Other assets
|
|
1,580
|
|
|
|
1,513
|
|
|
|
1,393
|
|
|
|
|
|
|
|
|
Total assets
|
$
|
178,124
|
|
|
$
|
198,825
|
|
|
$
|
217,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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LIABILITIES AND STOCKHOLDERS' EQUITY
|
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Current liabilities:
|
|
|
|
|
|
|
|
Bank indebtedness
|
$
|
12,910
|
|
|
$
|
12,981
|
|
|
$
|
12,783
|
Accounts payable
|
|
13,364
|
|
|
|
18,931
|
|
|
|
23,552
|
Accrued liabilities
|
|
23,929
|
|
|
|
24,513
|
|
|
|
23,765
|
Deferred revenue
|
|
14,673
|
|
|
|
19,293
|
|
|
|
17,209
|
Income tax payable
|
|
2,486
|
|
|
|
2,226
|
|
|
|
2,010
|
Short-term debt, related party
|
|
89,875
|
|
|
|
89,875
|
|
|
|
-
|
Interest payable on long-term debt
|
|
3,404
|
|
|
|
2,921
|
|
|
|
2,953
|
Total current liabilities
|
|
160,641
|
|
|
|
170,740
|
|
|
|
82,272
|
|
|
|
|
|
|
|
|
Long-Term liabilities:
|
|
|
|
|
|
|
|
Long-term debt, related party
|
|
4,343
|
|
|
|
4,134
|
|
|
|
93,811
|
Accrued restructuring
|
|
2,780
|
|
|
|
3,049
|
|
|
|
-
|
Income taxes payable
|
|
2,518
|
|
|
|
2,460
|
|
|
|
2,416
|
Deferred revenue
|
|
2,388
|
|
|
|
2,654
|
|
|
|
2,423
|
Total liabilities
|
|
172,670
|
|
|
|
183,037
|
|
|
|
180,922
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity:
|
|
|
|
|
|
|
|
Common shares and additional paid-in capital
|
|
220,462
|
|
|
|
219,621
|
|
|
|
218,783
|
Accumulated other comprehensive loss
|
|
(21,946)
|
|
|
|
(22,040)
|
|
|
|
(22,071)
|
Accumulated deficit
|
|
(193,062)
|
|
|
|
(181,793)
|
|
|
|
(160,514)
|
Total stockholders' equity
|
|
5,454
|
|
|
|
15,788
|
|
|
|
36,198
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
$
|
178,124
|
|
|
$
|
198,825
|
|
|
$
|
217,120
|
|
|
|
|
|
|
|
|
|
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|
DIALOGIC INC.
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|
Condensed Consolidated Statements of Operations
|
(In thousands, except per share data)
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
June 30,
|
|
June 30,
|
|
June 30,
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
Products
|
$
|
45,614
|
|
$
|
39,252
|
|
$
|
81,824
|
|
$
|
77,808
|
Services
|
|
10,173
|
|
|
2,853
|
|
|
18,827
|
|
|
5,753
|
Total revenues
|
|
55,787
|
|
|
42,105
|
|
|
100,651
|
|
|
83,561
|
|
|
|
|
|
|
|
|
Cost of Revenues:
|
|
|
|
|
|
|
|
Products
|
|
17,594
|
|
|
12,700
|
|
|
31,537
|
|
|
25,607
|
Services
|
|
5,507
|
|
|
2,266
|
|
|
10,857
|
|
|
4,545
|
Total cost of revenues
|
|
23,101
|
|
|
14,966
|
|
|
42,394
|
|
|
30,152
|
Gross profit
|
|
32,686
|
|
|
27,139
|
|
|
58,257
|
|
|
53,409
|
|
|
|
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
Research and development, net
|
|
13,932
|
|
|
10,404
|
|
|
28,722
|
|
|
20,468
|
Sales and marketing
|
|
14,286
|
|
|
11,002
|
|
|
29,165
|
|
|
22,277
|
General and administrative
|
|
9,192
|
|
|
5,989
|
|
|
18,162
|
|
|
11,664
|
Merger costs
|
|
-
|
|
|
531
|
|
|
-
|
|
|
915
|
Restructuring charges
|
|
761
|
|
|
-
|
|
|
4,746
|
|
|
-
|
Total operating expenses
|
|
38,171
|
|
|
27,926
|
|
|
80,795
|
|
|
55,324
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
(5,485)
|
|
|
(787)
|
|
|
(22,538)
|
|
|
(1,915)
|
Interest and other income (expense), net
|
|
24
|
|
|
7
|
|
|
-
|
|
|
525
|
Interest expense, related party
|
|
(4,964)
|
|
|
(4,924)
|
|
|
(8,532)
|
|
|
(9,020)
|
Foreign exchange gains (losses), net
|
|
(201)
|
|
|
79
|
|
|
(333)
|
|
|
1
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
(10,626)
|
|
|
(5,625)
|
|
|
(31,403)
|
|
|
(10,409)
|
Income taxes provision (benefit)
|
|
643
|
|
|
322
|
|
|
1,145
|
|
|
451
|
Net loss
|
$
|
(11,269)
|
|
$
|
(5,947)
|
|
$
|
(32,548)
|
|
$
|
(10,860)
|
|
|
|
|
|
|
|
|
Net loss allocable to common stockholders per share - basic
and diluted
|
$
|
(0.36)
|
|
$
|
(0.78)
|
|
$
|
(1.04)
|
|
$
|
(1.42)
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding used in computing net loss
per share -- basic and diluted:
|
|
31,283
|
|
|
7,652
|
|
|
31,251
|
|
|
7,652
|
|
|
|
|
|
|
|
|
|
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|
DIALOGIC INC.
|
|
Reconciliation of Condensed Consolidated Statement of Operations
Loss to Adjusted EBITDA results
|
(In thousands, except per share data)
|
(unaudited)
|
|
Three Months Ended
June 30, 2011
|
|
Statement of
Operations
|
|
Adjustments
|
|
|
Adjusted
EBITDA
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
Products
|
$
|
45,614
|
|
$
|
2,350
|
|
B
|
$
|
47,964
|
Services
|
|
10,173
|
|
|
517
|
|
B
|
|
10,690
|
Total revenues
|
|
55,787
|
|
|
2,867
|
|
|
|
58,654
|
|
|
|
|
|
|
|
Cost of Revenues:
|
|
|
|
|
|
|
Products
|
|
17,594
|
|
|
(916)
|
|
A,B,C
|
|
16,678
|
Services
|
|
5,507
|
|
|
-
|
|
|
|
5,507
|
Total cost of revenues
|
|
23,101
|
|
|
(916)
|
|
|
|
22,185
|
Gross profit
|
|
32,686
|
|
|
3,783
|
|
|
|
36,469
|
|
|
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
Research and development, net
|
|
13,932
|
|
|
(611)
|
|
A,C
|
|
13,321
|
Sales and marketing
|
|
14,286
|
|
|
(1,687)
|
|
A,C
|
|
12,599
|
General and administrative
|
|
9,192
|
|
|
(1,755)
|
|
A, C, D
|
|
7,437
|
Merger costs
|
|
-
|
|
|
-
|
|
|
|
-
|
Restructuring charges
|
|
761
|
|
|
(761)
|
|
|
|
-
|
Total operating expenses
|
|
38,171
|
|
|
(4,814)
|
|
|
|
33,357
|
|
|
|
|
|
|
|
Loss from operations
|
|
(5,485)
|
|
|
8,597
|
|
|
|
3,112
|
|
|
|
|
|
|
|
Interest and other income (expense), net
|
|
24
|
|
|
(24)
|
|
|
|
-
|
Interest expense, related party
|
|
(4,964)
|
|
|
4,964
|
|
|
|
-
|
Foreign exchange gains (losses), net
|
|
(201)
|
|
|
201
|
|
|
|
-
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
(10,626)
|
|
|
13,738
|
|
|
|
3,112
|
|
|
|
|
|
|
|
Income taxes provision (benefit)
|
|
643
|
|
|
(643)
|
|
|
|
-
|
Net loss
|
$
|
(11,269)
|
|
$
|
14,381
|
|
|
$
|
3,112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A) Stock-based compensation for the three months ended June 30,
2011 was as follows:
|
|
|
|
|
|
|
|
|
June 30, 2011
|
|
|
|
|
|
Cost of revenues
|
$
|
81
|
|
|
|
|
|
Research and development, net
|
|
182
|
|
|
|
|
|
Sales and marketing
|
|
377
|
|
|
|
|
|
General and administrative
|
|
176
|
|
|
|
|
|
|
$
|
816
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(B) Purchase price adjustments for the three months ended June
30, 2011 was as follows:
|
|
June 30, 2011
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
Products
|
$
|
2,350
|
|
|
|
|
|
Services
|
|
517
|
|
|
|
|
|
Total revenues
|
$
|
2,867
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Revenues:
|
|
|
|
|
|
|
Products
|
|
(1,316)
|
|
|
|
|
|
Total cost of revenues
|
$
|
(1,316)
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
Sales and Marketing
|
|
|
|
|
|
|
Total operating expenses
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(C) Depreciation and amortization for the three months ended June
30, 2011 was as follows:
|
|
June 30, 2011
|
|
|
|
|
|
Cost of revenues
|
$
|
2,151
|
|
|
|
|
|
Research and development, net
|
|
429
|
|
|
|
|
|
Sales and marketing
|
|
1,310
|
|
|
|
|
|
General and administrative
|
|
752
|
|
|
|
|
|
|
$
|
4,642
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(D SEC Inquiry for the three months ended June 30, 2011 was as
follows:
|
|
June 30, 2011
|
|
|
|
|
|
General and administrative
|
|
827
|
|
|
|
|
|
|
$
|
827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|