-----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, UrfPVNQEhTjuDs3HYWXmBr1VaNZNLTGSur6cn4dbZyuvNCwL72ymTtfw25a2vquL dcJV7gYg/3fezPMXG0RrjA== 0000905718-98-000411.txt : 19981116 0000905718-98-000411.hdr.sgml : 19981116 ACCESSION NUMBER: 0000905718-98-000411 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981113 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: SEC FILE NUMBER: 000-23816 FILM NUMBER: 98747477 BUSINESS ADDRESS: STREET 1: 1515 US RTE 10 CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 2019933000 10-Q 1 10-Q 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 September 30, 1998 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) 973-993-3000 (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 September 30, 1998, there were 16,238,626 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 September 30, 1998 (unaudited) and December 31, 1997 3 Consolidated Statements of Income for the Three Months and the Nine Months Ended September 30, 1998 and 1997 (unaudited) 4 Consolidated Statements of Cash Flows for the Nine Months 5 Ended September 30, 1998 and 1997(unaudited) Notes to Consolidated Financial Statements (unaudited) 6-8 Item 2. Management's Discussion and Analysis of Financial 9-12 Condition and Results of Operations Part II. Other Information Item 1. Legal Proceedings 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) September 30 December 31, 1998 1997 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 47,134 $ 18,764 Marketable securities 41,508 43,774 Accounts receivable (net of allowance for doubtful accounts of $1,826 and $1,280, respectively) 50,959 45,186 Inventory: Raw materials 5,015 8,827 Work in process 6,603 6,724 Finished goods $ 12,897 $ 14,941 --------- --------- 24,515 30,492 Deferred income taxes 10,435 7,190 Other current assets 10,749 6,842 --------- --------- Total current assets 185,300 152,248 Property and equipment, net 25,470 22,615 Other assets 5,467 7,541 ---------- ---------- TOTAL ASSETS $ 216,237 $ 182,404 ========== ========== LIABILITIES Current liabilities: Accounts payable $ 9,382 $ 14,361 Accrued salaries 8,782 6,390 Accrued royalties 1,605 1,825 Accrued expenses 11,246 7,986 Income taxes payable 8,938 1,237 Current maturities of long term liabilities 259 529 ---------- ---------- Total current liabilities 40,212 32,328 Long term liabilities 2,469 2,481 Deferred income tax 3,226 2,730 SHAREHOLDERS' EQUITY Preferred stock, no par value, stated value $0.01-10,000,000 shares authorized; none issued - - Common stock, no par value, stated value $0.01-60,000,000 shares authorized; 16,238,626 and 16,100,862 issued, respectively 216 214 Additional paid-in capital 55,716 51,941 Treasury stock, at cost 257,500 and 50,000 shares, respectively (8,884) (1,912) Retained earnings 123,586 94,023 Unamortized restricted stock compensation (712) - Accumulated other comprehensive income 408 599 -------------- -------------- Total shareholders' equity 170,330 144,865 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 216,237 $ 182,404 ========== ==========
See Notes to Unaudited Consolidated Financial Statements DIALOGIC CORPORATION AND SUBSIDIARIES Consolidated Statements of Income (Unaudited) (In thousands, except per share data)
Three Months Ended Nine Months Ended September 30, September 30, 1998 1997 1998 1997 ---- ---- ---- ---- Revenues $ 76,121 $ 68,760 $ 215,640 $ 189,045 Cost of goods sold 28,956 25,882 80,386 71,021 ------ -------- -------- ------- Gross profit 47,165 42,878 135,254 118,024 Research and development 17,097 13,542 46,888 38,391 Selling, general and administrative expenses 20,017 19,855 59,116 58,347 Asset impairment - - 5,297 - --------- -------- ------- ------- Operating income 10,051 9,481 23,953 21,286 Interest income, net 818 444 2,254 1,148 Gain on sale of subsidiary - - 23,384 - -------- --------- ------ ------ Income before provision for income taxes 10,869 9,925 49,591 22,434 Provision for income taxes 3,913 3,573 20,028 8,076 ----- ----- ------ ------ Net income 6,956 6,352 29,563 14,358 ======== ======== ====== ====== Net income per share: Basic 0.43 0.40 1.84 0.90 Diluted 0.43 0.38 1.78 0.87 Weighted average number of common shares: Basic 16,003 15,994 16,030 15,888 Diluted 16,361 16,623 16,606 16,499
See Notes to Unaudited Consolidated Financial Statements DIALOGIC CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
Nine Months Ended September 30, 1998 1997 ---- ---- Cash flows from operating activities: Net income 29,563 14,358 Adjustments for non-cash items included in net income:: Depreciation and amortization 6,030 7,004 Asset impairment 5,297 - Deferred income taxes (2,289) (1,550) Gain on sale of subsidiary (23,384) - Other (427) 883 Changes in operating assets and liabilities 2,772 836 -------- --------- Net cash provided by operating activities 17,562 21,531 ------ ------ Investing Activities: ` Capital expenditures (10,825) (7,548) Purchase of short-term investments (9,887) (17,386) Proceeds from sales of short-term investments 10,892 5,951 Proceeds from sale of subsidiary 26,000 - Other (131) - ---------- ------- Net cash flows provided by (used in) investing activities 16,049 (18,983) ------- -------- Financing Activities: Exercise of stock options 712 1126 Purchase of treasury stock (6972) - Issuance of common stock 1381 1305 Other (489) (597) ---------- --------- Net cash provided by (used in) financing activities (5,368) 1,834 --------- ------- Effect of exchange rate on cash 127 402 Increase in cash and cash equivalents 28,370 4,784 Cash and cash equivalents, beginning of period 18,764 11,848 ------ -------- Cash and cash equivalents, end of period $ 47,134 $ 16,632 ======== ======== Supplemental disclosures of cash flow information Cash paid during the period for: Interest $ 65 $ 82 Income taxes $ 12,600 $ 8,938 Supplemental disclosures of non-cash investing and financing activities Change in net unrealized gains on available for sale securities $ (1,275) $ (3,563) Issuance of restricted common stock $ (764) $ -
See Notes to Unaudited Consolidated Financial Statements. DIALOGIC CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. Unaudited Consolidated Financial Statements In the opinion of management, the unaudited consolidated balance sheet at September 30, 1998, and the unaudited consolidated statements of income and unaudited consolidated statements of cash flows for the interim periods ended September 30, 1998 and 1997, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of results for the interim periods presented. 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 statements be read in conjunction with the Company's most recent Annual Report on Form 10-K for the fiscal year ended December 31, 1997. Certain prior year amounts have been reclassified to conform to the 1998 presentation. 2. Accounting Pronouncements In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures about Segments of an Enterprise and Related Information," which is effective for the Company for the year ending December 31, 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. As this statement only requires certain disclosure, its adoption will not have any impact on the consolidated financial position, consolidated results of operations or cash flows of the Company. 3. Divestment On February 17, 1998, the Company completed the sale of the principal assets and operations of Spectron Microsystems Inc., a wholly owned subsidiary, to Texas Instruments for $26.0 million. The sale resulted in an after tax gain of $14.0 million. The sale will not have a significant effect on the sales or earnings of the Company in future periods. 4. Available for Sale Securities The following is a summary of the available for sale securities as of September 30, 1998 and December 31, 1997 ($000's): September 30, 1998 Cost Gross Gross Estimated Unrealized Unrealized Fair Value Gains Losses ________________________________________________________________________________ Municipal bonds $ 38,872 274 - $39,146 Equity investments 1,954 408 - 2,362 Total marketable securities $ 40,826 682 - $41,508 ________________________________________________________________________________ December 31, 1997 Cost Gross Gross Estimated Unrealized Unrealized Fair Value Gains Losses Municipal bonds $ 39,863 149 - $ 40,012 Equity investments 1,954 1,808 - 3,762 ________________________________________________________________________________ Total marketable securities $ 41,817 1,957 - $ 43,774 ________________________________________________________________________________
The Company owns 1,399,715 shares of capital stock in Voice Control Systems, Inc. ("VCS"). The shares are classified as available for sale under SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities". 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 decreased to $1.69 at September 30, 1998, as compared to $2.69 at December 31, 1997. Unrealized gains/losses are reported net of tax in the equity section (as a component of accumulated other comprehensive income) of the Company's balance sheet in accordance with SFAS No. 115. 5. Asset Impairment During the first quarter of 1998, the Company undertook a strategic review of its business lines and product offerings. At the conclusion of this review, the Company determined it would no longer allocate resources to its Dianatel product line. Activities to sell and upgrade Dianatel products were ceased and employees working on Dianatel related products were diverted to other activities. As the result of this decision, management has concluded that the carrying value of the goodwill that arose on the purchase of Dianatel Corporation was no longer justifiable, and the Company recorded a non-cash impairment loss of $3.5 million related to the write-down of goodwill. During the first quarter of 1998, the Company upgraded certain internal information technology systems. Accordingly, the Company took a $1.3 million after-tax charge to reduce the carrying value of the internal information technology assets that will no longer be supported. Management believes the recognition of these impairments were in accordance with the provisions of SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." 6. Changes in Accounting Principles Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive Income." This statement requires that all items recognized under accounting standards as components of comprehensive earnings be reported in an annual financial statement that is displayed with the same prominence as other annual financial statements. This statement also requires that an entity classify items of other comprehensive earnings by their nature in an annual financial statement. For the Company, other comprehensive earnings include foreign currency translation adjustments and unrealized gains and losses on marketable securities classified as available-for-sale. Annual financial statements for prior periods will be reclassified, as required. The Company's total comprehensive earnings for the three months and nine months ended September 30, 1998 and 1997, were as follows:
Three Months Ended Nine Months Ended September 30, September 30, 1998 1997 1998 1997 Net earnings $ 6,956 $ 6,352 $ 29,563 $14,358 Other comprehensive (expense) income, net of tax (896) (841) (416) (3,821) ------ ------- --------- -------- Total comprehensive earnings $ 6,060 $ 5,511 $ 29,147 $10,537 ======= ======= ======== ========
7. Earnings per share The Company adopted the provisions of SFAS No. 128, "Earnings per share" in the year ended December 31, 1997. SFAS No. 128 requires the dual presentation of basic and diluted earnings per share ("EPS"). Basic EPS excludes dilution and is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock options or other contracts to issue common stock were exercised and resulted in the issuance of common stock that then shared in the earnings of the Company. Diluted EPS is computed using the treasury stock method when the effect of common stock equivalents would be dilutive. EPS for the three and nine months ended September 30, 1997, have been restated to comply with the provisions of SFAS No. 128. The only reconciling item between the denominator used to calculate basic EPS and the denominator used to calculate diluted EPS is the dilutive effect of stock optio ns issued pursuant to the Company's Incentive Stock Compensation Plans. 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 included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 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 product demand and market acceptance risks, the effect of worldwide economic conditions, the impact of compet itive products and pricing, the Company's ability to enter new markets, the adoption of new standards and the Company's ability to meet those standards, product development, effects of competitive forces and pace of deregulation in the telecommunications industry, the status of intellectual property rights, commercialization and technological difficulties, capacity and supply constraints or difficulties, the impact of acquisitions or mergers on customers, competitors or suppliers, consolidation of capital resources, general business 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, 1997. 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, product returns and net realizable values of inventories. Actual results could differ from these estimates. Results of Operations Consolidated revenues for the three months and the nine months ended September 30, 1998, increased 10.7% and 14.1%, respectively, from the comparable prior year periods. Consolidated revenues were $76.1 million for the three months ended September 30, 1998. Year-to-date consolidated revenues were $215.6 million. North America's revenue represented $45.4 million and $133.3 million for the three and nine months ended September 30, 1998, respectively. Despite global economic issues, international revenues increased 25.7% for the three months ended September 30, 1998, and 20.1% for the nine months ended September 30, 1998. Revenue in Europe increased approximately 47.1% and 47.4% for the three and nine month periods ended September 30, 1998. During the nine months ended September 30, 1998, the Company continued to release commercial production of its new products based on DM3 architecture. DM3 products are now available in PCI, cPCI, and VME configurations utilizing industry standards such as H.323, G.723 .1, G.711, GSM and T.38. Gross profit for the three months and nine months ended September 30, 1998, was 62.0% and 62.7% of revenues, respectively, compared to 62.4% for each respective prior year period. Gross profit for the three months ended September 30, 1998, as compared to the three months ended September 30, 1997, experienced slight erosion related to product mix. Research and development expenses as a percentage of revenues represented 22.4% for the three months ended September 30, 1998, and 21.7% for the nine months ended September 30, 1998, as compared to 19.7% and 20.3% for the comparable periods in 1997. The Company continues to maintain a high level of R&D investment to meet the needs of its customers and to obtain new design wins. Dialogic continues to invest engineering resources in the development of the Dialogic DM3 Mediastream Resource Architecture ("DM3") as well as development of IP telephony and open switch products. The Company believes that investment in research and development is critical to future growth and anticipates investing at current levels throughout the remainder of 1998 in an effort to enable the Company to maintain its technological leadership in the marketplace. This estimate regarding future research and development as a percentage of revenue represents a Forward-Looking Statement; actual results could differ materially from the Com pany's expectations as a result of a variety of factors including variations in revenue, product market and competitive conditions, the availability of required resources and the Company's technological needs. Selling, general and administrative expenses represented $20.0 million in the third quarter and $59.1 million for the nine months ended September 30, 1998, as compared to $19.9 million and $58.3 million in the comparable prior year periods. As a percentage of total revenues, selling, general and administrative expenses decreased to 26.3% in the three months ended September 30, 1998, and 27.4% in the nine months ended September 30, 1998, compared to 28.9% and 30.9% in the comparable prior year periods, reflecting a leverage of these expenses over a larger revenue base. Selling, general, and administrative expenses for the nine months ended September 30, 1998, have remained relatively stable as compared to prior periods. Net interest income for the three months and nine months ended September 30, 1998, increased to $818 thousand and $2.3 million from $444 thousand and $1.2 million in the comparable prior year periods. The increase primarily reflects the earnings on the increase in the Company's short-term investment portfolio due in part to the proceeds from the sale of a subsidiary during the first quarter of 1998. The Company's effective income tax rate for the nine months ended September 30, 1998, was 40.4% as compared to 36.0% for the nine months ended September 30, 1997. The increase is attributable to the write-down of the non-tax deductible goodwill of Dianatel Corporation in the first quarter of 1998 in the amount of $3.5 million, as well as the higher effective tax rate on the gain on sale of a subsidiary. Net income for the three and nine months periods ended September 30, 1998, was $7.0 million and $29.6 million, respectively, or $0.43 and $1.78 per share on a diluted basis, compared to $6.4 million and $14.4 million or $0.38 and $0.87 per diluted share for the comparable periods ended September 30, 1997. Results for the current year include an after-tax gain of $14.0 million or $0.84 per diluted share on the first quarter asset sale of a subsidiary and non-recurring charges of $4.8 million after-tax or $0.29 per diluted share for the write-down of certain assets. Management believes that this additional information regarding earnings is useful and meaningful to an understanding of the operating performance of the Company. However, this information should not be considered by the reader as an alternative to net income as an indicator of the Company's operation or performance, or to cash flows as an indicator of liquidity. Weighted average diluted shares outstanding represented 16,361,019 and 16,606,323 for the three and nine months ended September 30, 1998, respectively, as compared to 16,623,172 and 16,498,685 for the respective prior year period. C. Financial Condition As of September 30, 1998, and December 31, 1997, the Company had working capital of $145.1 million and $119.9 million respectively, and a current ratio (i.e., the ratio of current assets to current liabilities) of 4.6 to 1 and 4.7 to 1, respectively. For the nine months ended September 30, 1998, Dialogic's cash and cash equivalents increased by $28.4 million. Cash inflows from proceeds of the sale of the assets of Spectron Microsystems were $26.0 million for the first quarter of 1998. Cash outflows of approximately $10.8 million were expended for the purchase of fixed assets related to the continued growth of the Company's operations. Net cash flows from operating activities were $17.6 million. Cash outflows for the repurchase of treasury stock of $7.0 million, was partially offset by the proceeds from the exercise of stock options and the issuance of shares of common stock. The Company believes that its current liquidity, coupled with cash generated from operations and credit available under its credi t 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. D. Year 2000 The Year 2000 issue is primarily the result of computer programs using a two-digit format, as opposed to four digits, to difine the applicable year. Some computer systems will be unable to correctly interpret dates beyond the year 1999, which could cause a system failure or other computer errors, leading to a disruption in the operation of such systems. The Company has undertaken a company-wide study and testing program to locate and cure any Year 2000 issues in the products or systems on which it relies and in the products it offers for sale or license. The Company believes its internal systems, including both its financial operating information technology systems, and non-information technology systems are Year 2000 compliant. The Company's financial operating systems have been upgraded to a Year 2000 compliant release within the context of its normal operating environment. Such upgrade was not accelerated in anticipation of Year 2000 issues. No material additional costs were incurred in upgrading the Company's internal systems. This phase of the Company's Year 2000 study is completed. The Company anticipates working jointly with strategic vendors and business partners to identify any Year 2000 issues that may impact the Company. The Company anticipates that evaluation and corrective actions, if any, will be on-going through the remainder of 1998 and through 1999. To date the Company has not identified any such problems which it believes cannot be corrected without material impact on the Company. However, there can be no assurance that the companies with which the Company does business will achieve Year 2000 compliance in a timely fashion, or that such failure to comply by another company will not have a material adverse effect on the Company. The Company has and will incur internal staff costs related to this aspect of its initiative. These costs are not considered to have a material impact on the Company's operating results and have not been quantified. The Company believes the products it currently offers for sale or license are all Year 2000 compliant. Based on the assessment effort to date, the Company does not believe that the Year 2000 issue will have a material adverse effect on its financial condition, results of operations, or cash flows. This statement constitutes a Forward-Leading Statement. Actual results could differ materially from the Company's beliefs and expectations, however, are based on certain assumptions and expectations, which ultimately may prove to be inaccurate. Potential sources of risk include (a) the inability of principal suppliers to be Year 2000 ready, which could result in delays in product deliveries from such suppliers; and (b) disruption of the distribution channel, including transportation vendors; (c) undiscovered Year 2000 incompatibilities in systems or products; (d) customer problems which could affect revenue demand; and The Company's Year 2000 assessment is ongoing and the consideration of contingency plans will continue to be evaluated as new information becomes available. At this stage, however, the Company has not developed a comprehensive contingency plan to address situations that may result if any of the third parties upon which the Company is dependent is unable to achieve Year 2000 compliance. The need for such a contingency plan will be evaluated through the remainder of 1998 and through 1999. Undiscovered issues related to Year 2000 compatibility could have a material adverse impact. E. New Accounting Pronouncements In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("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. As this statement only requires certain disclosure, its adoption will not have any impact on the consolidated financial position, consolidated results of operations or cash flows of the Company. PART II. Other Information Item 1. Legal Proceedings For other 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, 1997. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 27.1 - Financial Data Schedule 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 By: /s/Jean M. Beadle Jean M. Beadle Chief Accounting Officer, Controller Dated: November 13, 1998 EXHIBIT INDEX Exhibit No. Exhibit Page 27.1 Financial Data Schedule E-1 EX-27 2 FDS --
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. 0000899042 DIALOGIC CORPORATION 1000 U.S. 9-MOS DEC-31-1998 SEP-30-1998 1 47,134 41,508 50,959 1,826 24,515 185,300 55,986 (30,516) 216,237 40,212 0 0 0 216 170,114 216,237 215,640 215,640 80,386 80,386 111,301 0 121 49,591 20,028 29,563 0 0 0 29,563 1.84 1.78
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