[May 09, 2012]

Dialogic Inc. Reports First Quarter 2012 Financial Results

Dialogic Inc. (NASDAQ:DLGC), a leading provider of communications technologies that power advanced networks, today announced first quarter financial results for the period ending March 31, 2012.

Recent Highlights

• Announced balance sheet restructuring that will reduce long-term debt from $99.0 million to $61.0 million upon stockholder approval at our upcoming Annual Stockholders Meeting.
• Announced significantly lower interest rate on remaining long-term debt that is expected to reduce cash interest in 2012 by $2.6 million per quarter or $10.6 million annually.

Financial Results

On a GAAP basis, Dialogic achieved the following financial results for the first quarter of 2012 as compared to the first quarter of 2011 and the fourth quarter of 2011.

• Total revenue for the first quarter of 2012 was $41.1 million compared to $44.9 million for the first quarter of 2011 and $50.0 million for the fourth quarter of 2011.
• Gross margin for the first quarter of 2012 was 60.5% compared to 57.0% for the first quarter of 2011 and 58.1% for the fourth quarter of 2011.
• Operating expense for the first quarter of 2012 was $32.1 million compared to $42.6 million for the first quarter of 2011 and $33.9 million for the fourth quarter of 2011.
• Net Loss attributable to shareholders for the first quarter of 2012 was $14.1 million, or $0.45 per share, compared to $21.3 million, or $0.68 per share, for the first quarter of 2011 and $9.2 million, or $0.29 per share, for the fourth quarter of 2011.

As reflected below in the Reconciliation of Condensed Consolidated Statement of Operations to Adjusted EBITDA results, on a non-GAAP basis, Dialogic achieved the following financial results for the first quarter of 2012 as compared to the first quarter of 2011 and to the fourth quarter of 2011.

• Total Revenue for the first quarter of 2012 of $41.6 million compared to $45.9 million for the first quarter of 2011 and $50.4 million in the fourth quarter of 2011.
• Gross margin for the first quarter of 2012 of 64.9% compared to 63.0% for the first quarter of 2011 and 65.8% for the fourth quarter of 2011.
• Operating expenses for the first quarter of 2012 of $29.5 million compared to $35.0 million for the first quarter of 2011 and $28.8 million for the fourth quarter of 2011.
• Adjusted EBITDA for the first quarter of 2012 of ($2.5 million) compared to ($6.1 million) for the first quarter of 2011 and $4.4 million for the fourth quarter of 2011.

"As we review our non-GAAP financial results for the first quarter of 2012 as compared to the first quarter of 2011, we are pleased to report improvements in gross margin consistent with the growing importance of our Next-Gen portfolio and significant streamlining of operating expenses consistent with positioning the company for improved financial performance," said Nick Jensen, Dialogic Chairman and Chief Executive Officer. "For the second quarter of 2012, we expect revenue to increase and non-GAAP operating expenses to decrease as compared to the first quarter. In addition, we reaffirm that we expect to achieve positive cash flow for the fiscal year."

"Management focused significant effort during the quarter on resolving our long-term balance sheet challenges and we are pleased to have created a more favorable structure" said Jensen. "The company will have greater financial flexibility and will continue to focus on accelerating the growth of our Next-Gen portfolio including Bandwidth Optimization Mobile Backhaul for 2G/3G and LTE networks, Core Switching, Session Border Controllers, Mobile Video and our PowerMedia Media Server software," said Jensen.

Conference Call Information

Dialogic will hold its first quarter earnings conference call at approximately 4:30pm Eastern Time on Wednesday, May 9, 2012. Dialogic will offer a live webcast of the conference call, which will also include forward-looking information. For parties in the United States, call 1-800-860-2442 to access the conference call. International parties can access the call at 412-858-4600. The webcast will be accessible from the "Investor Relations" section of the Dialogic website (www.dialogic.com). The webcast will be archived for a period of 30 days. A telephonic replay of the conference call will also be available one hour after the call and will run for one month. To hear the replay, parties in the United States should call 1-877-344-7529 and enter passcode 10013824#. International parties should call 1-412-317-0088 and enter passcode 10013824#. In addition, Dialogic's press release will be distributed via Business Wire and posted on the Dialogic website before the conference call begins (DLGC-IR).

About Dialogic

Dialogic (NASDAQ: DLGC) develops products and technologies that enable operators to provide - and subscribers to enjoy - an enhanced mobile experience. Whether our products are used in mobile value-added service solutions or to transform, connect and optimize communications services, Dialogic understands that mobile experience matters. Our technology touches over two billion mobile subscribers a day and our network solutions carry more than 15 billion minutes of traffic per month.

For more information on Dialogic and the communications solutions built on Dialogic® technology, visit www.dialogic.com and www.dialogic.com/showcase.

Use of Non-GAAP Financial Measures

Some of the measures in this press release are non-GAAP financial measures within the meaning of the SEC Regulation G. Dialogic believes that presenting non-GAAP operating income (loss) is useful to investors, because it describes the operating performance of Dialogic. Dialogic management uses these non-GAAP measures as important indicators of the company's past performance and in planning and forecasting performance in future periods. Dialogic considers EBITDA, as adjusted, an important measure of its ability to generate cash flows to service debt, fund capital expenditures and fund other corporate investing and financing activities. EBITDA, as adjusted, eliminates the non-cash effect of tangible asset depreciation and amortization of intangible assets and stock-based compensation as well as certain nonrecurring expenses. EBITDA should be considered in addition to, rather than as a substitute for, pre-tax income, net income and cash flows from operating activities. The non-GAAP financial information Dialogic presents may not be comparable to similarly-titled financial measures used by other companies, and investors should not consider non-GAAP financial measures in isolation from, or in substitution for, financial information presented in compliance with GAAP. You are encouraged to review the reconciliation of non-GAAP financial measures to GAAP financial measures included elsewhere in this press release.

In respect of the foregoing, Dialogic provides the following supplemental information to provide additional context for the use and consideration of the non-GAAP financial measures used elsewhere in this press release:

"EBITDA" is defined as earnings before interest, taxes, depreciation and amortization. "Adjusted EBITDA" is defined as EBITDA plus adjustments for nonrecurring items or other adjustments. Adjusted EBITDA includes EBITDA and also non-cash stock compensation expense, purchase price adjustments resulting from the fair value adjustments of the assets and liabilities of Veraz Networks as of October 1, 2010, acquisition and integration related costs, restructuring expenses, SEC inquiry expenses and foreign exchange gains (losses). Dialogic considers Adjusted EBITDA as a key metric in evaluating its financial performance.

Stock-based compensation: These expenses consist of expenses for employee stock options, restricted stock units and employee stock purchases under ASC 718. Dialogic excludes stock-based compensation expenses from our non-GAAP measures primarily because they are non-cash expenses and are also excluded by our lender in the calculation of EBITDA. As Dialogic applies ASC 718, it believes that it is useful to its investors to understand the impact of the application of ASC 718 to its operational performance, liquidity and its ability to invest in research and development and fund acquisitions and capital expenditures. While stock-based compensation expense calculated in accordance with ASC 718 constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because it is not an expense that typically requires or will require cash settlement by Dialogic and because such expense is not used by management to assess the core profitability of our business operations. Dialogic further believes these measures are useful to investors in that they allow for greater transparency to certain line items in our financial statements. In addition, excluding this item from various non-GAAP measures better facilitates comparisons to our competitors' operating results.

SEC inquiry expense: Due to the generally nonrecurring nature and magnitude of expense associated with the SEC inquiry, Dialogic excludes such expenses from its non-GAAP measures primarily because they are not indicative of ongoing operating results. Further, excluding this item from non-GAAP measures facilitates management's internal comparisons to our historical operating results.

This press release may contain forward-looking statements regarding future events that involve risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results. These forward-looking statements involve risks and uncertainties, as well as assumptions that if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements include but are not limited to our ability to generate positive cash flow, the potential market for and market acceptance of our products, industry and competitive market conditions, gross margin expansion, creating new revenue opportunities, reducing operating expenses and other risks and uncertainties described more fully in our documents filed with or furnished to the SEC. More information about these and other risks that may impact Dialogic's business is set forth in the "Risk Factors" section in our Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC. These filings are available on a website maintained by the SEC http://www.sec.gov/. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we assume no obligation to update these forward-looking statements.

Dialogic is a registered trademark of Dialogic Inc. or a subsidiary. All other company and product names may be trademarks of the respective companies with which they are associated.

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