SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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(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
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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
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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
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EXHIBIT INDEX
Exhibit 99.1 Press Release dated April 12, 1999
Exhibit 99.2 Press Release dated April 15, 1999
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.
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
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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.
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<CAPTION>
Summary Statement of Income
(Unaudited)
(In thousands except per share data)
Three Months Ended
March 31,
------------------------- -------------------------
1999 1998
---- ----
<S> <C> <C>
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
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(a) - Includes $14,031 gain from sale of subsidiary and $4,735 after-tax charge
for write-down of impaired assets.
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Consolidated Statement of Income
(Unaudited)
(In thousands except per share data)
Three Months Ended
March 31,
------------- ------------- ------------- -------------
<S> <C> <C>
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
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--more--
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DIALOGIC CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands)
March 31, December 31,
1999 1998
ASSETS
Current assets:
<S> <C> <C>
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
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Total current assets 209,856 177,734
Property and equipment, net 26,698 27,404
Other assets 13,626 11,845
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TOTAL ASSETS $ 250,180 $ 216,983
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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
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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
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 250,180 $ 216,983
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