-----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, SyAbuP4iDgc/O6grUA3n/5LJQ44SiM0xcrMW7TP6i/p/Fp8NS9Uq0nf9Ur6a60TR FEI1BerxH8meP+GgiJ7EgA== 0000905718-99-000253.txt : 19990421 0000905718-99-000253.hdr.sgml : 19990421 ACCESSION NUMBER: 0000905718-99-000253 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990412 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990420 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: 8-K SEC ACT: SEC FILE NUMBER: 000-23816 FILM NUMBER: 99597741 BUSINESS ADDRESS: STREET 1: 1515 US RTE 10 CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9739933000 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): April 12, 1999 DIALOGIC CORPORATION ------------------------------------ (Exact name of registrant as specified in its charter) New Jersey 33-59598 22-2476114 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 1515 Route 10, Parsippany, New Jersey 07054 (Address of principal executive offices) (Zip Code) Registrant's telephone number, Including area code: (973) 993-3000 Item 5. Other Events The Company's Press Releases, dated April 12, 1999 and April 15, 1999, are incorporated herein by reference and filed as exhibits to this Current Report on Form 8-K. Item 7. Financial Statements and Exhibits Exhibit 99.1 Press Release dated April 12, 1999 Exhibit 99.2 Press Release dated April 15, 1999 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 hereunto duly authorized. DIALOGIC CORPORATION By: /s/ Theodore M. Weitz ______________________________ Theodore M. Weitz Vice President, General Counsel and Secretary Dated: April 20, 1999 EXHIBIT INDEX Exhibit 99.1 Press Release dated April 12, 1999 Exhibit 99.2 Press Release dated April 15, 1999 EX-99 2 PRELIMINARY REVENUE ESTIMATE Exhibit 99.1 DIALOGIC CORPORATION ANNOUNCES PRELIMINARY REVENUE ESTIMATE Parsippany, New Jersey, April 12, 1999--Dialogic Corporation (NASDAQ:DLGC) today stated that, with regard to its recently announced Microsoft agreement, and in accordance with the special rules applicable to software recognition, it will be unable to recognize as revenue within the first quarter any portion of the five million dollars in licensing payments it has already received. Although these payments will not be reflected in current revenues and earnings, they will appear on the balance sheet as deferred revenues and will increase net income in future periods. As a consequence of this, the Company stated today that it expects revenues and earnings for the first quarter to fall below analysts' forecasts. Currently available data indicate that first quarter 1999 revenues will be approximately $72 million, as compared with $66.4 million during the first quarter of 1998 and earnings will be approximately $.29 - $.30 per share. Certain of the statements contained herein are forward looking. Actual results might differ materially from the Company's forward-looking statements. Factors that could cause actual results to differ materially from the Company's forward-looking statements include economic and regulatory conditions in the Company's markets, a reduction in the demand for Dialogic customers' products, competition, rate of new product introductions and slowing of the overall growth of the Computer Telephony market. Dialogic plans to release its complete earnings report for the quarter in the ordinary course on April 15, 1999. Dialogic, the global leader in open computer telephony, provides the critical building blocks and technical services that enable partners to develop solutions for the converging voice and data networks. Dialogic products are used in voice, fax, data, speech recognition, call center management and Internet Protocol (IP) telephony applications in both customer premise equipment (CPE) and public network environments. The company is headquartered in Parsippany, New Jersey, with regional headquarters in Brussels, Buenos Aires, Singapore and Tokyo, and sales offices worldwide. For more information, visit the Dialogic Web site at www.dialogic.com. EX-99 3 FIRST QUARTER RESULTS Exhibit 99.2 DIALOGIC CORPORATION ANNOUNCES FIRST QUARTER RESULTS Parsippany, New Jersey, April 15, 1999--Dialogic Corporation (NASDAQ:DLGC) today reported net income for the first quarter of 1999 of $5.0 million, or $0.30 per share on a diluted basis. Revenues for the quarter rose to $72.3 million from $66.4 million for the comparable period in 1998. Net income for the first quarter of 1999 was $5.0 million or $0.30 per share on a diluted basis compared to net income (excluding one time events) of $6.3 million or $0.37 per share on a diluted basis in the prior year period. Reported net income for the 1998 period was $15.6 million or $0.93 per share on a diluted basis and included an after tax gain of $14.0 million or $0.83 per share from the sale of assets of a subsidiary and non-recurring after-tax charges of $4.8 million or $0.29 per diluted share for the write-down of certain assets. "The reduction in first quarter earnings was a direct result of our continuing investment in new product initiatives aimed at expanding our addressable market, in particular the open CT server initiative," said Howard G. Bubb, Dialogic President and CEO. "During the quarter, we achieved several important milestones that strengthened both the market acceptance of this concept and our overall financial condition. The Microsoft licensing, development and investment agreements announced in March were an important endorsement of our CT Media middleware. In addition, Alcatel's decision to base its new open communication server on CT Media and Dialogic CT Server hardware architecture, also announced in March, represents an important product design win for our open server architecture." Dialogic, the global leader in open computer telephony, provides the critical building blocks and technical services that enable partners to develop solutions for the converging voice and data networks. Dialogic products are used in voice, fax, data, speech recognition, call center management and Internet Protocol (IP) telephony applications in both customer premise equipment (CPE) and public network environments. The company is headquartered in Parsippany, New Jersey, with regional headquarters in Brussels, Buenos Aires, Singapore and Tokyo, and sales offices worldwide. For more information, visit the Dialogic Web site at www.dialogic.com --more-- Certain of the statements contained herein are forward looking. Actual results might differ materially from the Company's forward-looking statements. Factors that could cause actual results to differ materially from the Company's forward-looking statements include economic and regulatory conditions in the Company's markets, a reduction in the demand for Dialogic customers' products, competition, rate of new product introductions and slowing of the overall growth of the Computer Telephony market. Trademarks: All names, products and services mentioned are trademarks or registered trademarks of their respective organizations.
Summary Statement of Income (Unaudited) (In thousands except per share data) Three Months Ended March 31, ------------------------- ------------------------- 1999 1998 ---- ---- Revenues $ 72,348 $ 66,388 Net income 5,020 (a) 15,573 Net income per share Basic $ 0.31 $ 0.97 Diluted $ 0.30 $ 0.93 Weighted average number of common shares Basic 16,252 16,061 Diluted 16,899 16,825
(a) - Includes $14,031 gain from sale of subsidiary and $4,735 after-tax charge for write-down of impaired assets. --more-- Consolidated Statement of Income (Unaudited) (In thousands except per share data) Three Months Ended March 31, ------------- ------------- ------------- ------------- 1999 % 1998 % ---- - ---- - Revenues $72,348 100.0 $66,388 100.0 Cost of goods sold 25,477 35.2 24,657 37.1 ------ ----- ------ ---- Gross profit 46,871 64.8 41,731 62.9 Research and development 17,613 24.4 13,759 20.7 Selling, general & administrative expenses 22,235 30.7 18,975 28.6 Asset impairment - - 5,297 8.0 ------ ---- ------ ---- Operating income 7,023 9.7 3,700 5.6 Interest income, net 820 1.1 647 1.0 Gain on sale of subsidiary - - 23,384 35.2 ------ ----- ------ ---- - - - - Income before provision for income taxes 7,843 10.8 27,731 41.8 Provision for income taxes 2,823 3.9 12,158 18.3 ----- ----- ------ ----- Net income $ 5,020 6.9 $15,573 23.5 ======= ===== ======= ==== Net income per share Basic $ 0.31 $ 0.97 Diluted $ 0.30 $ 0.93 Weighted average number of common shares Basic 16,252 16,061 Diluted 16,899 16,825
--more-- DIALOGIC CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (In thousands) March 31, December 31, 1999 1998 ASSETS Current assets: Cash and cash equivalents $ 75,556 $ 39,774 Marketable securities 44,374 44,594 Accounts receivable, net 52,454 55,094 Inventory, net 23,298 21,847 Deferred income tax 7,704 9,130 Other current assets 6,470 7,295 ------ ------- Total current assets 209,856 177,734 Property and equipment, net 26,698 27,404 Other assets 13,626 11,845 ------- ------- TOTAL ASSETS $ 250,180 $ 216,983 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 7,876 $ 13,746 Accrued expenses 21,519 19,183 Income taxes payable 5,516 5,088 Current maturities of long term liabilities 164 158 ------- ------- Total current liabilities 35,075 38,175 Long Term Liabilities 2,394 2,475 Deferred income taxes 344 656 Deferred revenue 5,000 - SHAREHOLDERS' EQUITY 207,367 175,677 ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 250,180 $ 216,983 ========= =========
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