-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OYsG4flyP+Q3L8ME/j4kJnUv3kzByzccvrE4TPBrPpH1AQX7dQG7IPgu9MwvFt45 LAHJIuilHDZYMMXYsYY/GQ== 0000905718-97-000330.txt : 19970814 0000905718-97-000330.hdr.sgml : 19970814 ACCESSION NUMBER: 0000905718-97-000330 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970813 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIALOGIC CORP CENTRAL INDEX KEY: 0000899042 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 222476114 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-23816 FILM NUMBER: 97658813 BUSINESS ADDRESS: STREET 1: 1515 US RTE 10 CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 2019933000 10-Q 1 10-Q FOR QUARTER ENDING 6/30/97 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30,1997 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ________ to _________. Commission file number: 33-59598 DIALOGIC CORPORATION (Exact name of registrant as specified in its charter) New Jersey 22-2476114 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1515 Route 10 Parsippany, New Jersey 07054 (Address of principal executive office, including zip code) 201-993-3000 (Registrant's telephone number, including area code) ------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No___ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. At June 30,1997, there were 15,901,366 shares of Common Stock, no par value, outstanding. DIALOGIC CORPORATION INDEX Page Number Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets as of June 30,1997 (unaudited) 3 and December 31, 1996 Consolidated Statements of Income for the Three and Six 4 Months Ended June 30,1997 and 1996 (unaudited) Consolidated Statements of Cash Flows for the Six Months 5 Ended June 30,1997 and 1996 (unaudited) Notes to Consolidated Financial Statements (unaudited) 6 Item 2. Management's Discussion and Analysis of Financial 8 Condition and Results of Operations Part II. Other Information Item 1. Legal Proceedings 12 Item 4. Results of Votes of Security Holders 12-13 Item 6. Exhibits and Reports on Form 8-K 13 Signatures 14 PART I. Financial Information Item 1. Financial Statements DIALOGIC CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts)
June 30, December 31, 1997 1996 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $17,115 $ 11,848 Marketable securities 34,510 37,473 Accounts receivable (net of allowance for doubtful accounts of $1,109 in 1997 and $829 in 1996) 36,674 34,706 Inventory - net 30,029 27,762 Deferred income tax 1,093 --- Other current assets 10,571 8,884 ------ ------- Total current assets 129,992 120,673 PROPERTY AND EQUIPMENT - net 22,448 20,408 EXCESS COST OF NET ASSETS ACQUIRED 3,933 4,434 OTHER ASSETS 2,900 2,661 ----- ------- TOTAL ASSETS $159,273 $148,176 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $8,618 $ 7,043 Accrued expenses 11,957 7,911 Income taxes payable 3,903 4,143 Deferred income taxes --- 752 Current maturities of long-term liabilities 534 559 -------- -------- Total current liabilities 25,012 20,408 ------ ------ LONG-TERM LIABILITIES 2,724 2,926 ------- ------- SHAREHOLDERS' EQUITY: Preferred stock, no par value--10,000,000 shares authorized; none issued Common stock, no par value--60,000,000 shares authorized; 15,901,366 and 15,774,222 shares outstanding, respectively 204 203 Additional paid-in capital 48,502 46,740 Retained earnings 80,276 72,271 Net unrealized gains on available for sale securities 2,802 5,614 Cumulative translation adjustments (247) 14 -------- ---------- Total shareholders' equity 131,537 124,842 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $159,273 $148,176 ======== ======== See Notes to Unaudited Consolidated Financial Statements
DIALOGIC CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands, except per share amounts) Three Months Ended Six Months Ended June 30, June 30, 1997 1996 1997 1996 ---- ---- ---- ---- REVENUES $63,196 $50,054 $120,285 $98,786 ------- ------- -------- ------- COSTS AND EXPENSES: Cost of goods sold 23,370 19,908 45,139 39,659 Research and development expenses 12,595 9,366 24,849 18,243 Selling, general and administrative expenses 19,873 13,909 38,002 27,392 Goodwill amortization 245 --- 490 --- Interest expense (25) (66) (57) (69) Interest income 379 422 765 1,179 Net realized (losses) gains on available for sale securities --- (25) (4) 9,219 ---------- --------- --------- ------- Total costs and expenses 55,729 42,852 107,776 74,965 ------- ------- ------- ------ INCOME BEFORE PROVISION FOR INCOME TAXES 7,467 7,202 12,509 23,821 PROVISION FOR INCOME TAXES 2,688 2,636 4,503 8,643 ------ ------- ----- ----- NET INCOME $4,779 $ 4,566 $8,006 $15,178 ====== ======== ====== ======= Net income per share $ 0.29 $ 0.28 $ .49 $ .93 ======== ======== ======== ======= Weighted average shares outstanding 16,375 16,489 16,437 16,369 ======= ====== ====== =======
See Notes to Unaudited Consolidated Financial Statements DIALOGIC CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
Six Months Ended June 30, 1997 1996 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $8,006 $15,178 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 4,523 2,549 Provision for bad debts 351 211 Deferred income taxes (332) (263) Changes in operating assets and liabilities (892) (13,649) Other 223 (8,042) --------- ---------- Net cash provided by (used in) operating activities 11,879 (4,016) ------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (6,062) (4,856) Purchases of available for sale securities (4,609) (40,945) Proceeds from available for sale securities sold 3,237 50,862 Acquisition of business --- ( 820) ---------- --------- Net cash (used in) provided by investing activities (7,434) 4,241 ---------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments under capital lease obligations (25) (60) Payments of current maturities of long term liabilities (375) (375) Repayment of notes payable (42) --- Proceeds from short-term borrowings --- 11,150 Payments on short-term borrowings --- (11,150) Exercise of stock options 422 451 Issuance of common stock 842 589 ---------- -------- Net cash provided by financing activities 822 605 ---------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS 5,267 830 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 11,848 5,987 -------- ------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 17,115 $ 6,817 ======= ======= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 57 $ 66 Income taxes $ 3,557 $ 9,631 SUPPLEMENTAL INFORMATION OF NON CASH INVESTING AND FINANCING ACTIVITIES: Change in net unrealized gains on available for sale securities $(2,812) $ (1,966) Stock and options issued for acquisition of business --- $ 3,795 See Notes to Unaudited Consolidated Financial Statements
DIALOGIC CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Unaudited Condensed Consolidated Financial Statements In the opinion of management, the unaudited condensed consolidated balance sheet at June 30,1997, and the unaudited consolidated statements of income and unaudited consolidated condensed statements of cash flows for the interim periods ended June 30,1997 and 1996 include all adjustments (including normal recurring adjustments) necessary to present fairly in accordance with GAAP these financial statements. In accordance with the rules of the Securities and Exchange Commission, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The year-end balance sheet data was derived from audited financial statements, but does not include disclosures required by generally accepted accounting principles. It is suggested that these condensed statements be read in conjunction with the Company's most recent Annual Report on Form 10-K for the fiscal year ended December 31, 1996. Certain reclassifications were made to the 1996 financial statements to conform to the 1997 presentation. 2. Accounting Policies In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per share," which is effective for the Company beginning December 15, 1997. This statement establishes standards for computing and presenting earnings per share (EPS), and replaces the presentation of primary EPS (previously defined in Accounting Principles Board (APB), No. 15), with a presentation of basic EPS. The Company does not expect the adoption of this statement will have a material effect on its consolidated earnings per share. In June 1997, the Financial Accounting Standards Board issued SFAS No. 130, "Reporting Comprehensive Income," which is effective for the Company beginning January 1, 1998. This statement establishes standards for reporting and display of comprehensive income and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements. The Company believes that the information to be included in deriving comprehensive income, although not currently presented in a separate financial statement, is disclosed as a part of these financial statements. In June 1997, the Financial Accounting Standards Board issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" which is effective for the Company beginning January 1, 1998. This statement establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that these enterprises report selected information about operating segments in interim financial reports issued to shareholders. This Statement supercedes SFAS No. 14 and amends SFAS No. 94. The Company is currently evaluating the impact to its current financial statements of the implementation of SFAS 131. 3. Inventory Inventory consisted of the following (in thousands):
June 30,1997 December 31,1996 Raw materials $10,679 $ 10,399 Work-in process 6,277 4,607 Finished goods 13,073 12,756 -------- ------ $30,029 $ 27,762 ======= ========
4. Available for Sale Securities The following is a summary of the available for sale securities as of June 30,1997 and December 31, 1996 ($000's):
June 30,1997 Cost Gross Gross Estimated Unrealized Unrealized Fair Value Gains Losses Municipal bonds $27,761 100 --- $27,861 Equity investments 1,954 4,844 (149) 6,649 - -------------------------------------------------------------------------------------------------- Total marketable securities $29,715 4,944 (149) $34,510 - -------------------------------------------------------------------------------------------------- December 31, 1996 Cost Gross Gross Estimated Unrealized Unrealized Fair Value Gains Losses Municipal bonds $26,395 48 26,443 Convertible note; options 1,954 9,083 (7) 11,030 - -------------------------------------------------------------------------------------------------- Total marketable securities $28,349 9,131 (7) $37,473 - --------------------------------------------------------------------------------------------------
On January 1, 1997 the Company converted its note with Voice Control Systems Inc. into 1,264,474 shares of capital stock of VCS, after which the Company's total holdings in VCS amounted to 1,399,715 shares of capital stock. The shares were classified as available for sale under (SFAS) No. 115. The fair value of the Company's investment in VCS has been determined by reference to the market price for VCS stock as quoted on publicly traded exchanges on the representative valuation dates. The price per share of VCS stock had declined to $4.75 at June 30,1997 as compared to $7.88 at December 31, 1996. The decline has been reported net of tax in the equity section of the Company's balance sheet per (SFAS) No. 115. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION A. General The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements, the related Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Results of Operations and Financial Condition incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1996 and the Unaudited Consolidated Financial Statements and related Notes to Consolidated Financial Statements included in Item 1 of Part 1 of this Quarterly Report on Form 10-Q. This Form 10-Q contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 ("Forward-Looking Statements"), which involve risks and uncertainties. The Company's actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, product demand and market acceptance risks, the effect of economic conditions, the impact of competitive products and pricing, product development, effects of competitive forces and pace of deregulation in the telecommunications industry, commercialization and technological difficulties, capacity and supply constraints or difficulties, consolidating of capital resources, general business and economic conditions, the effect of the Company's accounting policies, and other risks detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. Such factors may also cause substantial volatility in the market price of the Company's common stock. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amount of costs and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Significant estimates in the Company's financial statements include allowances for accounts receivable and net realizable values of inventories. Actual results could differ from these estimates. B. Results of Operations The following table sets forth, for the periods indicated, the percentage relationship to net sales of certain items included in the Company's consolidated statements of income.
Three Months Ended Six Month Ended June 30, June 30 1997 1996 1997 1996 ----- ---- Revenues 100.0% 100.0% 100.0% 100.0% Cost and expenses: Cost of goods sold 37.0 39.8 37.5 40.1 Research and development expenses 19.9 18.7 20.7 18.5 Selling, general and administrative expenses 31.4 27.8 31.6 27.7 Goodwill amortization 0.4 --- 0.4 --- Net interest income 0.6 0.7 0.6 1.1 Net realized gains on available for sale securities - net --- --- --- 9.3 ------- -------- ------ ------ Income before provision for income taxes 11.9 14.4 10.4 24.1 Provision for income taxes 4.3 5.3 3.7 8.7 ------ ------- ------- ------- Net income 7.6% 9.1% 6.7% 15.4% ====== ======= ======= ========
The following table sets forth, for the periods indicated, the percentage increase (decrease) of certain items included in the Company's consolidated statements of income.
Three Months Ended Six Months Ended June 30, 1997 June 30, 1997 Compared With Compared With Three Months Ended Six Months Ended June 30, 1996 June 30, 1996 Revenues 26.3% 21.8% Cost and expenses: Cost of goods sold 17.4 13.8 Research and development expenses 34.5 36.2 Selling, general and administrative expenses 42.9 38.7 Goodwill amortization (1) (1) Net interest income (1) (1) Net realized gains on available for sale securities (1) (1) Income before provision for income taxes 3.7 (47.5) Provision for income taxes 2.0 (47.9) Net income 4.7 (47.3) _______________________________ (1) Not statistically meaningful The Company's revenues increased by 26% during the second quarter of 1997 and by 22% during the first six months of 1997, as compared with the equivalent periods in 1996. Domestic revenue increased 17% and 12% for the three and six months ended June 30,1997 as compared to prior periods. Dialogic's products for large telco and network service applications continue to lead the domestic growth. International revenues continue to be strong, increasing 50% and 44% for the three and six month periods ended June 30,1997, as compared with the equivalent periods in 1996. International revenue growth was particularly strong in the Company's Asia/Pacific and Latin American markets for the six month period ended June 30, 1997. Korea and China were the largest areas of international growth. The following table reflects the Company's revenues segregated between domestic and international markets for the periods presented.
Three Months Ended Six Months Ended June 30, June 30, 1997 ------------------------ ------------------ 1997 1996 1997 1996 ---- ---- ---- ---- (Dollars in millions) (Dollars in millions) Domestic: Amount $42.1 $36.0 $79.0 $70.2 Percentage of total revenues 66.6% 71.8% 65.7% 71.0% International: Amount $21.1 $14.1 $41.3 $28.6 Percentage of total revenues 33.4% 28.2% 34.3% 29.0%
Gross margins increased for the three and six months ended June 30, 1997, to 63.0% and 62.5%, as compared to 60.2%and 59.9% for both the three and six months ended June 30, 1997. The increase in margins reflects the continued effects of Dialogic's cost reduction efforts across all product lines and general component cost reductions. The Company anticipates continued cost reductions for the balance of 1997, through moving a larger proportion of production to a selected turnkey manufacturing subcontractor. The move is anticipated to be substantially complete by the end of the fourth quarter 1997. These statements regarding the timing and cost-savings of the move represent Forward-Looking Statements. The actual efficiencies and cost savings could differ materially from the Company's expectations as a result of a variety of factors, including the time required to complete such transactions, the Company's relationship with the manufacturer, the manufacturing process, component availability, or the effect of issues internal to the manufacturer. Research and development expenditures increased as compared to the three months ended June 30, 1996 by 34% to $12.6 million for the three month period ended June 30,1997 and by 36% to $24.8 million for the six months ended June 30,1997. Research and development expenses as a percentage of sales represented 20% and 21% for the three and six month period ended June 30,1997 as compared to 19% and 18% for the preceding year. The increase in research and development expenditures as compared to June 30,1996 in significant part reflects the continued substantial investment of engineering resources related to Dialogic's DM3 Mediastream Resource Architecture ("DM3") announced in the first quarter of 1997. The Company believes that investment in research and development is critical to future growth and anticipates investing at current levels throughout the remainder of 1997 in an effort to enable the Company to maintain its technological leadership in the market place. This estimate regarding future research and development as a percentage of revenue represents a Forward-Looking Statement and could differ materially from the Company's expectations as a result of a variety of factors including variations in revenue, product market and competitive conditions and the availability of required resources. Selling, general and administrative expenses increased as compared to the three and six months ended June 30, 1996 by 43% to $19.8 million and 39% to $38.0 million for the three and six month periods ended June 30,1997. The increase in selling, general and administrative expenses is partially attributable to the continuing growth of domestic and international sales and marketing efforts and costs associated with the hiring and relocation of senior executive staff members. In addition during the six months ended June 30,1997 the Company recognized amortization expense of goodwill associated with the acquisition of Dianatel Corporation on June 27,1996. Amortization will continue to be expensed over the useful life not to exceed sixty months. Net interest income for the six month period decreased $414,000 over the comparable period ended June 30, 1996. The decrease reflects the loss of interest income due to the conversion of the VCS (Voice Control Systems Inc.) note into capital stock of VCS in January of 1997. Dialogic will no longer receive interest income benefits for this transaction as the Company no longer holds an interest bearing obligation from VCS. Future gains or losses will be realized on disposition of the VCS equity. During the first quarter of 1996, the Company realized a pretax gain of $ 9.1 million on the sale of VCS stock. Net income for the second quarter of 1997 was $4.8 million or $.29 per share, and $8.0 million or $.49 per share for the six month period ended June 30, 1997. For the comparable three and six month periods ended June 30, 1996, excluding the after tax effect of realized gains on available for sale securities, net income was $4.6 million or $.28 per share and $9.4 million or $.58 per share, respectively. Earnings for the six months ended June 30,1996 including the above mentioned item were $15.2 million or $.93 per share. Management believes that this additional measurement of earnings is useful and meaningful to an understanding of the operating performance of the Company. However, this measurement of earnings should not be considered by the reader as an alternative to net income as an indicator of the Company's operations, performance, or to cash flows as an indicator of liquidity. Weighted average shares outstanding represented 16.4 million at June 30,1997 and 1996. C. Financial Condition As of June 30,1997 and December 31, 1996, Dialogic had working capital of $105 million and $100 million respectively, and a current ratio (i.e., the ratio of current assets to current liabilities) of 5.2 to 1 and 5.9 to 1, respectively. For the six months ended June 30,1997, Dialogic's cash and cash equivalents increased by $3.9 million (net of unsettled security transactions of $1.4 million). Cash flows provided by operating activities amounted to $11.9 million including $8.0 million from net income and $4.5 million from depreciation and amortization. Cash flow used in investing activities was $7.4 million primarily for capital expenditures. Capital expenditures reflect the expansion of the Company's headquarters and costs associated with Dialogic's move of its GammaLink and Dianatel operations from Sunnyvale to Santa Clara, California. Cash provided by financing activities was $.8 million, consisting primarily of proceeds from the exercise of stock options and the issuance of common stock, offset by debt repayments. Dialogic believes that its current liquidity, coupled with cash generated from operations and credit available under its credit lines, will be sufficient to meet its liquidity and capital requirements for at least the next twelve months. This statement constitutes a Forward-Looking Statement. The actual sufficiency of such capital resources could differ materially from the Company's expectations, depending among other things upon the extent to which unanticipated capital requirements may arise and the extent to which unanticipated events may have a materially adverse effect on the Company's profitability. PART II. Other Information Item 1. Legal Proceedings For information regarding certain pending legal proceedings, see Item 3 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996. Item 4. Results of Votes of Security Holders The Annual Meeting of Stockholders was held on April 29, 1997, in Whippany, New Jersey. A class of two directors was nominated by the Board of Directors to serve for a three-year term and was elected at the meeting. At such meeting, 15,829,032 shares were entitled to vote and a plurality of the votes was needed for election. The Table below discloses the vote which was recorded for each nominee for office. In favor Withheld Masao Konomi 12,218,482 280,239 James J. Shinn 12,218,482 280,239 The results of the voting on the additional items were as follows: a) To adopt the Company's 1997 Incentive Benefit Plan (as set forth in the Board's Proxy Statement). For Against Abstain Broker non-vote 7,685,101 1,838,393 75,986 6,229,552 b) To approve the Amendment of the Company's 1988 Incentive Compensation Plan (as set forth in the Board Proxy Statement). For Against Abstain Broker non-vote 11,961,145 278,432 50,691 3,538,764 c) To adopt the Amendment and Restated 1993 Non-Employee Director Stock Option Plan (as set forth in the Board's Proxy Statement). For Against Abstain Broker non-vote 11,987,716 278,802 23,750 3,538,764 d) To adopt the Director Stock Election/Deferral Plan (as set forth in the Board's Proxy Statement) For Against Abstain Broker non-vote 12,103,612 114,256 74,000 3,537,164 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 11.1 - Calculation of net income per share June 30,1997 11.2 - Calculation of net income per share June 30, 1996 27.1 - Financial Data Schedule (b) A Current Report on Form 8-K was filed on May 1, 1997 disclosing (under Item 5) the appointment of Thomas G. Amato as Vice President and Chief Financial Officer. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DIALOGIC CORPORATION By: /s/Thomas G. Amato Thomas G. Amato Vice President, Chief Financial Officer Dated: August 14, 1997 EXHIBIT INDEX Exhibit No. Exhibit Page 11.1 Calculation of Net Income Per Share E-1 11.2 Calculation of Net Income Per Share E-2 27.1 Financial Data Schedule E-3 EX-11 2 COMPUTATION OF PER SHARE EARNINGS
Exhibit 11.1 DIALOGIC CORPORATION AND SUBSIDIARIES CALCULATION OF NET INCOME PER SHARE (In thousands, except per share amounts) Three Months Ended Six Months Ended June 30,1997 June 30, 1997 Net income applicable to shares used in calculation of net income per share $4,779 $8,006 ====== ====== Shares used in calculation of net income per share: Weighted average shares outstanding 15,889 15,839 Dilutive effect of stock options after application of treasury stock method 486 598 -------- ---------- Number of shares used in calculation of net income per share 16,375 16.437 ====== ====== Net income per share $ .29 $ .49 ======== ========
EX-11 3 CALCULATION OF NET INCOME PER SHARE Exhibit 11.2 DIALOGIC CORPORATION AND SUBSIDIARIES CALCULATION OF NET INCOME PER SHARE (In thousands, except per share amounts)
Three Months Ended Six Months Ended June 30, 1996 June 30, 1996 -------------- ------------- Net income applicable to shares used in calculation of net income per share $ 4,566 15,178 ======= ========== Shares used in calculation of net income per share: Weighted average shares outstanding 15,601 15,557 Dilutive effect of stock options after application of treasury stock method 888 812 -------- ---------- Number of shares used in calculation of net income per share 16,489 16,369 ======== ========== Net income per share $ .28 $ .93 ========= ==========
EX-27 4 FINANCIAL DATA SCHEDULE
5 This financial data schedule contains summary financial information extracted from Dialogic Corporation's financial statements and is qualified in its entirety by reference to such financial statements. 1,000 6-MOS DEC-31-1997 JUN-30-1997 17,115 34,510 36,674 1,109 30,029 133,146 42,293 (19,845) 162,427 28,166 0 0 0 204 0 162,427 0 120,285 45,139 45,139 63,341 0 58 12,509 4,503 0 0 0 0 8,006 0 .49
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