EX-99.1 2 v08644exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 99.1

                    Contact: Michael Attar
                    Investor Relations
                    (818) 880-7821

Tekelec Announces Q1 Results;
Achieves Orders of $121.3 Million and Revenue of $119.4 Million

CALABASAS, CA (May 3, 2005)... Tekelec (Nasdaq: TKLC) today reported financial results for its 2005 first quarter.

     Revenue for the first quarter of 2005 was $119.4 million, compared to $78.9 million in the first quarter of 2004. On a GAAP basis, Tekelec’s net income was $6.7 million, or $0.10 per diluted share, for the first quarter of 2005, compared to net income of $5.8 million, or $0.09 per diluted share, in the first quarter of 2004. Non-GAAP net income for the first quarter of 2005, which excludes the effects of acquisition-related amortization, non-cash stock-based deferred compensation, restructuring charges, and the loss on the sale of certain Alcatel shares held by Santera was $9.7 million, or $0.14 per diluted share, compared to non-GAAP net income of $8.1 million, or $0.12 per diluted share, in the first quarter of 2004, excluding the effects of similar items. Orders received in the first quarter for Tekelec products and services were $121.3 million, compared to $86.1 million in the first quarter in 2004.

     Tekelec President and CEO Fred Lax commented, “Tekelec’s performance in the first quarter was strong, with orders up over 40% year-over-year, and with revenue increasing 51% year-over-year and up 3% sequentially. For the second consecutive year, revenues increased sequentially in the first quarter, unlike the 10 – 20% seasonal decline typically experienced in first quarter revenues. Finally, for the tenth consecutive quarter, strong order volumes provided us with a book-to-bill ratio greater than one.

     “Regarding our Switching Solutions Group, revenue increased 22% sequentially to $24.8 million, and we added 28 new customers, bringing Tekelec’s next-gen switching customer total to over 225. We are pleased to announce that we have expanded our switching relationship with US LEC, an integrated telecom carrier providing voice, data and Internet services to 23,000 mid-to-large size businesses across 15 states. US LEC originally selected the T9000 in Q4 2003 to offer new services with both Class 4 and Class 5

 


 

functionality. The additional orders and expanded switching relationship provide further validation for the quality of Tekelec’s product offerings and demonstrates our ability to grow our switching relationships as our customers experience Tekelec’s superior product and service offerings.

     “With regard to our Network Signaling Group, revenue was $74.4 million, up 24% year-over-year and the highest first quarter signaling revenue in the history of the Company. We are pleased to announce today that BellSouth Long Distance, Inc. has selected Tekelec’s Eagle 5 Signaling Applications System with integrated local number portability to provide BellSouth flexibility while providing a more cost-efficient solution. This is a significant customer win and highlights the ongoing growth opportunities for our signaling and number portability platform in the U.S. market.

     “In the first full quarter of operations for our Communications Software Solutions Group, revenue was $9.5 million. During the quarter, we announced a significant product evolution, with the introduction of our Integrated Application Solutions, a suite of applications consisting of real-time data collection, correlation, and processing. Today we are pleased to announce that Syniverse Technologies, a leading provider of mission-critical technology services to wireless telecom companies worldwide, is deploying the IAS to generate critical business intelligence for mobility management.

     “Finally, regarding global expansion, approximately 24% of sales during the quarter were from outside the U.S. As one example of this success, we are pleased to announce that Orange Caribbean, a leading mobile operator in the French West Indies and Guyana, has purchased Tekelec’s Eagle 5 platform to provide signaling in its GSM network. The purchase also includes Tekelec’s number portability solution, as well as the equipment identity register feature to help combat the fraudulent use of stolen GSM mobile phones. The addition of Orange Caribbean as a customer expands our relationship with France Telecom and its Orange Group subsidiaries, which is one of the world’s largest mobile communications companies, with operations in 16 countries worldwide.”

 


 

Group Revenue Results

The year-over-year Group revenue results are as follows:

                 
    Revenue ($ in Millions)  
Group   Q12005     Q12004  
Switching Solutions
  $ 24.8     $ 6.4  
Network Signaling
  $ 74.4     $ 60.1  
Communications Software (1)
  $ 9.5     $ 3.2  
IEX Contact Center
  $ 10.7     $ 9.2  


(1)   As a result of the Steleus acquisition, a new operating group, the Communications Software Solutions Group, was created in Q4 2004. This Group’s products consist of the Steleus solutions and Tekelec’s business intelligence applications and other network element independent solutions that were previously reported as part of the Network Signaling Group. The revenue related to these Network Signaling Group solutions was reclassified from the Network Signaling Group to the Communications Software Solutions Group for 2004. The Communications Software Solutions Group revenue for Q1 2004 does not include any Steleus revenue.

Q2 FINANCIAL GUIDANCE

         
    Q2 2005 Guidance   Q2 2004 Actual Results
Total Revenue:
  $128.0 million — $132.0 million   $95.6 million
GAAP Net Income
  $0.06 — $0.09 per diluted share(1)   $0.00 per diluted share(2)


(1)   For the 2nd quarter of 2005, Tekelec expects expenses to include amortization of acquired intangibles, amortization of non-cash stock-based deferred compensation, and restructuring charges related to our Hyannis and Corporate relocations in the aggregate amount of approximately $4.6 million, pre-tax.
 
(2)   Second quarter 2004 net income includes an $8.0 million one-time, non-cash charge for the write-off of in-process research and development related to the Taqua acquisition.

     Lax concluded, “The year-over-year and sequential revenue growth, as well as the continuing book-to-bill ratio above one, profitability and strong cash flow from operations achieved in the quarter demonstrate the traction we are gaining on our strategic objectives focused on next-gen switching, signaling, communications software solutions and global expansion. I am confident that Tekelec’s unique solutions portfolio is well positioned for significant market opportunities.”

 


 

Employment Inducement Stock Options

     On May 2, 2005, 85 new Tekelec employees hired during the first quarter of 2005 were granted options to purchase a total of 720,975 shares of Tekelec common stock. The number of shares subject to such options amounts to less than 1% of the outstanding shares of Tekelec common stock. The option grants were made under Tekelec’s 2004 Equity Incentive Plan for New Employees and met the “employment inducement” exception to the Nasdaq rules requiring shareholder approval of equity-based incentive plans.

About Tekelec

     Tekelec is a leading developer of now and next-generation switching and signaling telecommunications solutions, network performance management technology, and value-added applications. Tekelec’s innovative solutions are widely deployed in traditional and next-generation wireline and wireless networks and contact centers worldwide. Corporate headquarters are located in Calabasas, CA. with research and development facilities and sales offices throughout the world. For more information, please visit www.tekelec.com.

Non-GAAP Information

     Certain non-GAAP financial measures are included in this press release. In the calculation of these measures, Tekelec generally excludes certain items such as amortization of acquired intangibles, restructuring charges, non-cash stock-based compensation charges, and unusual, non-recurring charges. Tekelec believes that excluding such items provides investors and management with a representation of the Company’s core operating performance and with information useful in assessing our prospects for the future and underlying trends in Tekelec’s operating expenditures and continuing operations. Management uses such non-GAAP measures to evaluate financial results and to establish operational goals. In addition, since the Company has historically reported non-GAAP measures to the investment community, we believe the inclusion of this information provides consistency in our financial reporting. The attachments to this release provide a reconciliation of non-GAAP net income referred to in this release to

 


 

the most directly comparable GAAP measure, GAAP net income from continuing operations. The non-GAAP financial measures are not meant to be considered a substitute for the corresponding GAAP financial measures.

Forward-Looking Statements

Certain statements made in this news release are forward looking, reflect the Company’s current intent, belief or expectations and involve certain risks and uncertainties. There can be no assurance that the Company’s actual future performance will meet the Company’s expectations. As discussed in the Company’s 2004 Annual Report on Form 10-K and other filings with the SEC, the Company’s future operating results are difficult to predict and subject to significant fluctuations. Factors that may cause future results to differ materially from the Company’s current expectations include, among others: overall telecommunications spending, changes in general economic conditions, unexpected changes in economic, social, or political conditions in the countries in which the Company operates, the timing of significant orders and shipments, the lengthy sales cycle for the Company’s products, the timing of the convergence of voice and data networks, the success or failure of strategic alliances or acquisitions including the success or failure of the integration of Santera, Taqua, Steleus, and VocalData’s operations with those of the Company, litigation or regulatory matters such as the litigation described in Tekelec’s SEC reports and the costs and expenses associated therewith, the ability of carriers to utilize excess capacity of signaling infrastructure and related products in their networks, the capital spending patterns of customers, the dependence on wireless customers for a significant percentage and growth of the Company’s revenues, the timely development and introduction of new products and services, product mix, the geographic mix of the Company’s revenues and the associated impact on gross margins, market acceptance of new products and technologies, carrier deployment of intelligent network services, the ability of our customers to obtain financing, the timing of revenue recognition of multiple elements in an arrangement sold as part of a bundled solution, the level and timing of research and development expenditures, and sales, marketing, and compensation expenses, regulatory changes, and the expansion of the Company’s marketing and support organizations, both domestically and internationally. The Company undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.

 


 

TEKELEC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

                 
    Three Months Ended  
    March 31,  
    2005     2004  
 
    (thousands, except  
    earnings per share data)  
Revenues
  $ 119,375     $ 78,870  
Costs and expenses:
               
Cost of goods sold
    31,602       19,385  
Amortization of purchased technology
    1,755       3,064  
Research and development
    30,006       20,619  
Selling, general and administrative
    47,388       32,271  
Amortization of intangibles
    879       532  
Restructuring (1)
    257       942  
 
Income from operations
    7,488       2,057  
Interest and other income (expense), net
    (174 )     468  
Loss on sale of investments
    (1,344 )      
 
Income before provision for income taxes
    5,970       2,525  
Provision for income taxes (2)
    5,689       6,253  
 
Income (Loss) before minority interest
    281       (3,728 )
Minority interest
    6,375       9,577  
 
Net income
  $ 6,656     $ 5,849  
 
Earnings per share
               
Basic
  $ 0.10     $ 0.09  
Diluted (3)
    0.10       0.09  
 
Earnings per share weighted average number of shares outstanding:
               
Basic
    65,598       62,034  
Diluted (3)
    74,407       65,194  

Notes to Condensed Consolidated Statements of Operations (000’s):

(1)   This amount represents restructuring costs related to the relocation of our manufacturing operations and our corporate headquarters.
 
(2)   For the three months ended March 31, 2005 and 2004, Santera, a majority-owned company, is included in the consolidated results of operations of Tekelec. The consolidated provision for income taxes does not include any benefit from the losses generated by Santera due to the following:
 
•   Santera’s losses cannot be included on Tekelec’s consolidated federal tax return because its ownership interest in Santera does not meet the threshold to consolidate under income tax rules and regulations.
 
•   A full valuation allowance has been established on the income tax benefits generated by Santera as a result of Santera’s historical operating losses.
 
(3)   For the three months ended March 31, 2005, the calculation of earnings per share includes, for the purposes of the calculation, the add-back to net income of $581 for assumed after-tax interest cost related to the convertible debt using the “if-converted” method of accounting for diluted earnings per share. The weighted average number of shares outstanding for the three months ended March 31, 2005 includes 6,361 shares related to the convertible debt using the “if-converted” method. For the three months ended March 31, 2004, the results of the “if-converted” calculations are anti-dilutive and therefore excluded from earnings per share.

 


 

TEKELEC
NON-GAAP (1) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

                 
    Three Months Ended  
    March 31,  
    2005     2004  
 
    (thousands, except  
    earnings per share data)  
Revenues
  $ 119,375     $ 78,870  
Costs and expenses:
               
Cost of goods sold
    31,266       19,616  
Research and development
    29,843       20,619  
Selling, general and administrative
    46,634       32,271  
 
Income from operations
    11,632       6,364  
Interest and other income (expense), net
    (174 )     468  
 
Income before provision for income taxes
    11,458       6,832  
Provision for income taxes (2)
    6,984       7,140  
 
Income (Loss) before minority interest
    4,474       (308 )
Minority interest
    5,266       8,412  
 
Non-GAAP net income
  $ 9,740     $ 8,104  
 
Non-GAAP earnings per share
               
Basic
  $ 0.15     $ 0.13  
Diluted
    0.14       0.12  
 
Non-GAAP earnings per share weighted average number of shares outstanding:
               
Basic
    65,598       62,034  
Diluted(3)
    74,407       71,555  

Notes to Non-GAAP Condensed Consolidated Statements of Operations (000’s):

(1)   The above Non-GAAP Statements of Operations exclude the effects of the following:
 
•   For the three months ended March 31, 2005 and 2004, restructuring costs related to the relocation of our manufacturing operations and/or corporate headquarters amounting to $257 and $942, respectively.
 
•   For the three months ended March 31, 2005, amortization of deferred stock compensation related to stock options and restricted stock units granted amounting to $920.
 
•   For the three months ended March 31, 2005, the amortization of purchased technology and other intangibles related to the acquisitions of Taqua, VocalData, Steleus and majority interest in Santera amounting to $2,967. The related income tax benefits for the three months ended March 31, 2005 were $1,295.
 
•   For the three months ended March 31, 2005, the loss on sale of investments amounting to $1,344.
 
•   For the three months ended March 31, 2004, the amortization of purchased technology and other intangibles related to the acquisition of IEX amounting to $3,365. The related income tax benefits for the three months ended March 31, 2004 were $557.
 
(2)   The above Non-GAAP Statements of Operations assume an effective tax rate of 35% for the Tekelec business excluding Santera for the three months ended March 31, 2005 and 2004. There were no income tax benefits associated with the losses generated by Santera.
 
(3)   For the three-month periods ended March 31, 2005 and 2004, the calculation of earnings per share includes, for the purposes of the calculation, the add-back to net income of $581 for assumed after-tax interest cost related to the convertible debt using the “if-converted” method of accounting for diluted earnings per share. The weighted average number of shares outstanding for both period includes 6,361 shares related to the convertible debt using the “if-converted” method.

 


 

TEKELEC
CONDENSED CONSOLIDATED BALANCE SHEETS

                 
    March 31,     December 31,  
    2005     2004  
 
    (unaudited)          
    (thousands)  
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 35,782     $ 48,925  
Short-term investments, at fair value
    164,825       134,435  
Accounts receivable, net
    94,114       107,850  
Inventories
    40,983       33,654  
Deferred income taxes, net
    14,213       15,804  
Prepaid expenses and other current assets
    48,274       44,639  
 
Total current assets
    398,191       385,307  
Long-term investments, at fair value
    90,926       93,622  
Property and equipment, net
    34,251       30,617  
Investments in privately-held companies
    7,322       7,322  
Deferred income taxes
    47,314       45,748  
Other assets
    6,141       6,757  
Goodwill, net
    128,804       128,732  
Intangible assets, net
    83,408       83,538  
 
Total assets
  $ 796,357     $ 781,643  
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities:
               
Current portion of deferred revenues
  $ 112,748     $ 92,182  
Other current liabilities
    88,202       93,123  
 
Total current liabilities
    200,950       185,305  
Long-term portion of notes payable
    32       78  
Long-term convertible debt
    125,000       125,000  
Deferred income taxes
    18,703       19,586  
Long-term portion of deferred revenues
    1,629       2,187  
 
Total liabilities
    346,314       332,156  
 
Minority interest
    14,114       20,489  
 
Total shareholders’ equity
    435,929       428,998  
 
Total liabilities and shareholders’ equity
  $ 796,357     $ 781,643  
 

 


 

TEKELEC
IMPACT OF NON-GAAP ADJUSTMENTS ON NET INCOME

(unaudited)

                                         
    Three Months Ended March 31, 2005
    GAAP             Adjustments     Non-GAAP          
 
    (thousands, except earnings per share data)  
Revenues
  $ 119,375             $     $ 119,375          
Costs and expenses:
                                       
Cost of goods sold
    31,602               (606 )(1)(2)     30,996          
Amortization of purchased technology
    1,755               (1,485 )(2)     270          
 
Total cost of sales
    33,357               (2,091 )     31,266          
 
Gross profit
    86,018       72.1 %     2,091       88,109       73.8 %
 
Research and development
    30,006               (163 )(1)     29,843          
Selling, general and administrative
    47,388               (754 )(1)     46,634          
Amortization of intangibles
    879               (879 )(2)              
Restructuring
    257               (257 )(3)              
 
Total operating expenses
    78,530               (2,053 )     76,477          
 
Income from operations
    7,488               4,144       11,632          
Interest and other income (expense), net
    (174 )                   (174 )        
Loss on sale of investments
    (1,344 )             1,344 (4)              
 
Income before provision for income taxes
    5,970               5,488       11,458          
Provision for income taxes
    5,689               1,295 (5)     6,984          
 
Income before minority interest
    281               4,193       4,474          
Minority Interest
    6,375               (1,109 )(6)     5,266          
 
Net income
  $ 6,656             $ 3,084     $ 9,740          
 
Earnings per share
                                       
Basic
  $ 0.10                     $ 0.15          
Diluted (7)
    0.10                       0.14          
 
Earnings per share weighted average number of shares outstanding:
                                       
Basic
    65,598                       65,598          
Diluted (7)
    74,407                       74,407          
 

(1)   The adjustments represent the amortization of deferred stock compensation related to stock options and restricted stock units assumed or granted.
 
(2)   The adjustments represent the amortization of purchased technology and other intangibles related to the acquisition of Taqua, VocalData, Steleus and majority interest in Santera.
 
(3)   The adjustment represents restructuring costs related to the relocation of our manufacturing operation and corporate headquarters.
 
(4)   The adjustment represents a realized loss on the sale of Santera’s holdings of Alcatel shares received in conjunction with warrants exercised in December 2004.
 
(5)   The adjustments represents the income tax effect of footnotes (1), (2), (3), and (4) in order to reflect our non- GAAP effective tax rate at 35% for the Tekelec business, excluding Santera.
 
(6)   The adjustment represents the minority interest impact of footnote (2) and (4).
 
(7)   For the three months ended March 31, 2005, the calculation of earnings per share includes for the purpose of calculation the add-back to net income of $581 for assumed after-tax interest cost related to the convertible debt using the “if-converted” method of accounting for diluted earnings per share. The weighted average number of shares outstanding for the three months ended March 31, 2005 includes 6,361 shares related to the convertible debt using the “if-converted” method.

 


 

TEKELEC
IMPACT OF NON-GAAP ADJUSTMENTS ON NET INCOME

(unaudited)

                                         
    Three Months Ended March 31, 2004
    GAAP             Adjustments     Non-GAAP          
 
                    (thousands, except earnings per share data)          
Revenues
  $ 78,870             $     $ 78,870          
Costs and expenses:
                                       
Cost of goods sold
    19,385                     19,385          
Amortization of purchased technology
    3,064               (2,833 )(1)     231          
 
Total cost of sales
    22,449               (2,833 )     19,616          
 
Gross Profit
    56,421       71.5 %     2,833       59,254       75.1 %
 
Research and development
    20,619                     20,619          
Selling, general and administrative
    32,271                     32,271          
Amortization of intangibles
    532               (532 )(1)              
 
Restructuring
    942               (942 )(2)              
 
Total operating expenses
    54,364               (1,474 )     52,890          
 
Income from operations
    2,057               4,307       6,364          
Interest and other income (expense), net
    468                     468          
 
Income from continuing operations before provision for income taxes
    2,525               4,307       6,832          
Provision for income taxes
    6,253               887 (3)     7,140          
 
Income (Loss) from continuing operations before minority interest
    (3,728 )             3,420       (308 )        
Minority interest
    9,577               (1,165 )(4)     8,412          
 
Net income
  $ 5,849             $ 2,255     $ 8,104          
 
Earnings per share:
                                       
Basic
    0.09                       0.13          
Diluted (5)
  $ 0.09                       0.12          
 
Earnings per share weighted average number of shares outstanding:
                                       
Basic
    62,034                       62,034          
Diluted (5)
    65,194                       71,555          
 

(1)   The adjustments represent the amortization of purchased technology and other intangibles related to the acquisitions of IEX and Santera.
 
(2)   The adjustment represents restructuring costs related to the relocation of our manufacturing operations.
 
(3)   The adjustment represents the income tax effect of footnotes (1) and (2) in order to reflect our non-GAAP effective tax rate at 35% for the Tekelec business, excluding Santera.
 
(4)   The adjustment represents the minority interest impact of footnote (1).
 
(5)   For the three months ended March 31, 2004, the non-GAAP calculation of earnings per share includes, for the purposes of the calculation, the add-back to net income of $581 for assumed after-tax interest cost related to the convertible debt using the “if-converted” method of accounting for diluted earnings per share. The weighted average number of shares outstanding for the three months ended March 31, 2004 includes 6,361 shares related to the convertible debt using the “if-converted” method. For the GAAP results for three months ended March 31, 2004, the results of the “if-converted” calculations are anti-dilutive and therefore excluded from earnings per share.