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8-K - FORM 8-K - TEKELEC | v59430e8vk.htm |
Exhibit
99.1
Tekelec Announces First Quarter 2011 Operating Results
| Revenues of $107.8 million; | ||
| Orders of $69.5 million; | ||
| GAAP Gross Margin of 52%, and non-GAAP Gross Margin of 59% (as reconciled below); | ||
| GAAP Operating Margin of (24%), and non-GAAP Operating Margin of 6% (as reconciled below); | ||
| GAAP EPS of ($0.23) per share, and non-GAAP Diluted EPS of $0.08 per share (as reconciled below); | ||
| Initiated a restructuring plan to better align cost structure with current and expected business opportunities |
MORRISVILLE, N.C. May 5, 2011 Tekelec (NASDAQ: TKLC), the mobile broadband solutions company,
today announced earnings for first quarter 2011.
2011 First Quarter Results from Operations
Revenue for first quarter of 2011 was $107.8 million, down 7% compared to $116.0 million for first
quarter 2010. The Companys orders were $69.5 million for the quarter, up 22% from the same period
in 2010. Order input was up primarily due to an 82% year-over-year increase in orders for
next-generation solutions with most of the growth occurring within North America. The Companys
2010 first quarter orders do not include any orders related to policy or subscriber data management
products as the Company completed the acquisitions of Camiant and Blueslice in May 2010.
Included in first quarter of 2011 is the first multi-million dollar order for a next-generation
session management solution, the Diameter Signaling Router, in connection with the nationwide LTE
rollout by a Tier One operator. This integrated LTE solution, which also includes subscriber data
management and performance management products, will centralize network routing data and help the
customer manage subscriber profile information. As of March 31, 2011, backlog was $305.4 million
compared to $338.8 million as of December 31, 2010.
GAAP gross margins for first quarter 2011 were 52% compared to 65% in first quarter 2010. Non-GAAP
gross margins for first quarter 2011 were 59% compared to 67% for first quarter 2010. Gross
margins were negatively impacted by approximately $4 million of charges associated with
warranty-related items and collectability concerns associated with certain customer contracts.
Please refer to the attached reconciliations of the non-GAAP financial measures referred to in this
release to the most directly comparable GAAP measures.
On a GAAP basis, the Company reported a net loss for first quarter 2011 of $16.0 million, or
($0.23) per share, compared to earnings in first quarter of 2010 of $13.7 million, or $0.20 per
diluted share. GAAP operating margins were a negative 24% for first quarter 2011 down from 19% for
first quarter 2010. Included in the Companys GAAP operating results is a restructuring charge of
$21.4 million.
On a non-GAAP basis, the Company reported net income for first quarter 2011 of $5.7 million, or
$0.08 per share, compared to net income of $18.0 million, or $0.26 per diluted share, for first
quarter 2010. Non-GAAP operating margins for first quarter 2011 were 6% compared to 24% for first
quarter 2010.
5200 Paramount Parkway, Morrisville, N.C., USA 27560 TEL +1.919.460.5500 FAX +1.919.460.0877
Krish Prabhu, interim President and CEO, commented: We completed the first quarter of 2011 with
solid results. Our orders were up 22% over last year. Strong cash flow from operations allowed us
to continue to strengthen our balance sheet and we ended the quarter with over $240 million dollars
in cash and no debt. We also had to make some tough decisions during the quarter and initiated
changes to improve the operating performance of the company by aligning our cost structure. We
continue to focus on solving our customers mobile broadband challenges with our unique
intelligence-layer solutions.
Restructuring Plan
In the first quarter of 2011, the Company initiated a restructuring of its operations designed to
align its operating cost structure with its current and expected business opportunities. As part
of this restructuring, the Company expects to reduce its workforce by approximately 10-15%, with
reductions both in the U.S. and certain international locations. Personnel reductions are expected
to occur in phases through the end of 2011, linked to the completion of certain customer
commitments and subject to complying with and undertaking any necessary individual and collective
employee information and consultation obligations required by local law.
The total pre-tax cost of the restructuring is expected to be approximately $23 to $28 million.
The Company recorded a pre-tax charge of $21.4 million associated with this restructuring during
the first quarter of 2011. Upon completion of the restructuring, the Company expects to reduce its
annual operating expenses by $20 to $25 million from the 2010 annualized run rate of approximately
$215 million. The post restructuring run rate is inclusive of an anticipated shift in investments
from the Companys established product to its next generation solutions.
Balance Sheet and Liquidity
As of March 31, 2011, the Companys consolidated cash and cash equivalents totaled $240.9 million
compared to $220.9 million at December 31, 2010. Cash flows from operations in first quarter 2011
were $24.4 million, compared to $14.9 million in first quarter 2010. Working capital at March 31,
2011 decreased to $269.3 million from $286.9 million at December 31, 2010.
2011 Full Year Guidance
The Company believes that full year 2011 revenues will range between $360 million and $400 million
and non-GAAP gross margins will range between 59% and 62%. The Company expects that the non-GAAP
EPS range will be between $0.22 and $0.32 per diluted share and the range for GAAP EPS will be
between a loss of $0.48 and a loss of $0.58 per share.
2011 Guidance
Current | Previous | |||
Revenues | $360M $400M | $360M $400M | ||
Non-GAAP Gross Margin % * | 59% 62% | low 60s | ||
Non-GAAP Diluted EPS ** | $0.22 $0.32 | $0.20 $0.30 | ||
GAAP EPS | ($0.58) ($0.48) | ($0.25) ($0.15) |
* | Of the adjustments listed below, approximately $2M of stock-based compensation and $27M of amortization of intangibles will impact GAAP gross margins. | |
** | Current and previous non-GAAP guidance excludes an estimated $13M, respectively, of stock-based compensation, $38M and $30M, respectively, of amortization of intangible assets and acquisition-related expenses, and $26M and $3M, respectively, of restructuring charges. Each of these, net of the associated tax impact, are included in GAAP EPS. The estimated net tax impact of the GAAP adjustments is $23M and $14M, respectively. |
Live Webcast and Replay
Tekelec will host a live webcast of its conference call on Thursday, May 5, 2011, at 8:00 a.m. ET
to discuss first quarter results and certain forward-looking information concerning managements
outlook for
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the business. To access the webcast, visit Tekelecs web site located at
www.tekelec.com, enter the Investor Relations section and click on the webcast icon. A webcast
replay will be available at approximately 11:00 a.m. ET on Thursday, May 5, 2011, and for 90 days
thereafter. The Company also plans to provide on its web site immediately prior to the
commencement of the call certain GAAP and non-GAAP information (including GAAP to non-GAAP
reconciliations) and other financial information for the quarterly and full year periods.
Telephone Replay
A telephone replay of the call will also be available for one week after the live webcast by
calling either (800) 642-1687 or (706) 645-9291, and entering the conference ID #60392049.
Non-GAAP Information
Certain non-GAAP financial measures are included in this press release. In the calculation of
these measures, Tekelec generally excludes certain items such as amortization of acquired
intangibles, restructuring and other charges, non-cash stock-based compensation charges, and
unusual, non-recurring gains and charges. Tekelec believes that excluding such items provides
investors and management with a representation of the Companys core operating performance and with
information useful in assessing its prospects for the future and underlying trends in Tekelecs
operating expenditures and continuing operations. Management uses such non-GAAP measures to (i)
evaluate financial results, (ii) manage the Companys operations, and (iii) establish operational
goals. Further, non-GAAP measures are utilized by the Companys management and board of directors
to assist in determining incentive compensation and evaluating key trends within the business. In
addition, since the Company has historically reported non-GAAP measures to the investment
community, the Company believes the inclusion of this information provides consistency in our
financial reporting. The release and the attachments to this release provide a reconciliation of
each of the non-GAAP measures referred to in this release to the most directly comparable GAAP
measure. The non-GAAP financial measures are not meant to be considered a substitute for the
corresponding GAAP financial measures.
Forward-Looking Statements
Certain statements made in this press release, including 2011 Guidance and statements regarding our
2011 restructuring activities, are forward-looking, reflect the Companys current intent, belief or
expectations and involve certain risks and uncertainties. The Companys actual future performance
may differ materially from such expectations as a result of important risk factors, which include,
in addition to those identified in the Companys 2010 Form 10-K, 2011 First Quarter Form 10-Q and
its other filings with the Securities and Exchange Commission, the effects on our revenue
performance of our year-over-year decline in orders in 2010 and the increasing portion of our
orders that are for newer products with longer order-to-revenue conversion cycles and lower margins
on initial sales; our increasing dependence on next generation products with which we have less
experience forecasting, building, and selling and for which the markets are less mature and more
subject to demand and technology changes and increased competition; the risk that we may experience
detrimental effects, such as employee distraction and litigation, from our 2011 restructuring
activities, or may not realize the benefits of such activities, including as a result of delays
resulting from the Companys complying with and undertaking, or its noncompliance with, any
necessary individual and collective employee information and consultation obligations; the
difficulty we may have in transitioning from a hardware-centric to a software-centric business; the
uncertainty associated with the resignation of our former CEO and our former EVP of Global Sales,
and the interim status of our current CEO; any adverse outcome from or effects of the securities
litigations we currently have filed against us; the current or further detrimental changes in
general economic, social, or political conditions in the countries in which we operate including
the impact of credit availability and other economic factors on overall capital spending by our
customers and resulting pressure on us to lower our prices; the rate and size of decline in demand
for our older SS7-based products from which we still derive a substantial portion of our revenues;
our ability to compete with other manufacturers that have lower cost bases than ours, are partially
supported by foreign governments, and/or employ unfair trade practices; risks related to our
international sales, markets and operations, including but not limited to: import regulations,
limited intellectual property protection (including protection of our software source code),
increased costs and potential liabilities related to compliance with current and future security
provisions in customer contracts and regulations, and security, access, and other regulatory requirements imposed
by governments, including in particular the government of India; exposure to increased bad debt
expense and product and service disputes as a result of general economic conditions; the timeliness
and functional competitiveness of our product releases, the timing and size of any increase in
demand for our performance management, SIP, Diameter, policy and subscriber database products; the
risk of infringing
5200 Paramount Parkway, Morrisville, N.C., USA 27560 TEL +1.919.460.5500 FAX +1.919.460.0877
on, and litigating with others regarding their, intellectual property rights;
the timing of our recognition of revenues; the extent to which any customer outsourcing to our
competitors or supplier consolidation increases the influence of competitors on our customers
purchases; our ability to protect intellectual property rights; our ability to maintain OEM,
partner, reseller, and vendor support and supply relationships; and changes in the market price of
the Companys common stock. The Company undertakes no obligation to publicly update any
forward-looking statements whether as a result of new information, future events or otherwise.
About Tekelec
Tekelec enables billions of people and devices to talk, text and access the Web. Our portfolio
delivers a unique layer of intelligence allowing service providers to both manage and monetize the
exponential growth in data traffic and applications. Tekelec has more than 25 offices around the
world serving customers in more than 100 countries. For more information, please visit
www.tekelec.com.
Contact:
Kyle Macemore | Vice President Finance and Investor Relations
(o) +1.919.380.6148 | kyle.macemore@tekelec.com
(o) +1.919.380.6148 | kyle.macemore@tekelec.com
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TEKELEC
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended March 31,(1) | ||||||||
2011 | 2010 | |||||||
(Thousands, except per share data) | ||||||||
Revenues |
$ | 107,759 | $ | 115,991 | ||||
Cost of sales: |
||||||||
Cost of goods sold |
44,924 | 38,604 | ||||||
Amortization of intangible assets |
6,752 | 1,533 | ||||||
Total cost of sales |
51,676 | 40,137 | ||||||
Gross profit |
56,083 | 75,854 | ||||||
Operating expenses: |
||||||||
Research and development |
25,773 | 22,809 | ||||||
Sales and marketing |
20,725 | 17,437 | ||||||
General and administrative |
12,779 | 13,150 | ||||||
Amortization of intangible assets |
1,764 | 230 | ||||||
Restructuring and other |
21,364 | | ||||||
Total operating expenses |
82,405 | 53,626 | ||||||
Income (loss) from operations |
(26,322 | ) | 22,228 | |||||
Other expense, net |
(774 | ) | (945 | ) | ||||
Income (loss) from operations before provision
for (benefit from) income taxes |
(27,096 | ) | 21,283 | |||||
Provision for (benefit from) income taxes |
(11,100 | ) | 7,565 | |||||
Net income (loss) |
$ | (15,996 | ) | $ | 13,718 | |||
Earnings (loss) per share: |
||||||||
Basic |
$ | (0.23 | ) | $ | 0.20 | |||
Diluted |
(0.23 | ) | 0.20 | |||||
Weighted average number of shares outstanding: |
||||||||
Basic |
68,770 | 67,636 | ||||||
Diluted |
68,770 | 68,766 |
(1) We operate under a thirteen-week calendar quarter. For financial statement
presentation purposes, the
reporting periods are referred to as ended on the last day of the calendar quarter. The
accompanying Unaudited
Condensed Consolidated Statements of Operations are for the thirteen weeks ended April 1, 2011 and
April 2, 2010.
5200 Paramount Parkway, Morrisville, N.C., USA 27560 TEL +1.919.460.5500 FAX +1.919.460.0877
TEKELEC
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
March 31,(1) | December 31, | |||||||
2011 | 2010 | |||||||
(Thousands, except share data) | ||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 240,925 | $ | 220,938 | ||||
Accounts receivable, net |
131,042 | 165,019 | ||||||
Inventories |
19,117 | 28,221 | ||||||
Income taxes receivable |
5,448 | 3,098 | ||||||
Deferred income taxes, current |
20,450 | 19,906 | ||||||
Deferred costs and prepaid commissions |
38,427 | 43,652 | ||||||
Prepaid expenses |
11,438 | 8,527 | ||||||
Other current assets |
4,686 | 3,687 | ||||||
Total current assets |
471,533 | 493,048 | ||||||
Property and equipment, net |
38,811 | 37,169 | ||||||
Deferred income taxes, net, noncurrent |
83,761 | 72,854 | ||||||
Other assets |
1,486 | 1,507 | ||||||
Goodwill |
136,671 | 135,564 | ||||||
Intangible assets, net |
84,399 | 92,245 | ||||||
Total assets |
$ | 816,661 | $ | 832,387 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 11,346 | $ | 17,823 | ||||
Accrued expenses |
38,024 | 20,344 | ||||||
Accrued compensation and related expenses |
20,334 | 22,680 | ||||||
Current portion of deferred revenues |
132,561 | 145,291 | ||||||
Total current liabilities |
202,265 | 206,138 | ||||||
Deferred income taxes, noncurrent |
4,749 | 7,430 | ||||||
Long-term portion of deferred revenues |
6,302 | 6,812 | ||||||
Other long-term liabilities |
5,877 | 5,422 | ||||||
Total liabilities |
219,193 | 225,802 | ||||||
Commitments and Contingencies |
||||||||
Shareholders equity: |
||||||||
Common stock, without par value, 200,000,000 shares
authorized; 68,976,995
and 68,617,232 shares issued and outstanding, respectively |
353,879 | 351,309 | ||||||
Retained earnings |
240,833 | 256,829 | ||||||
Accumulated other comprehensive income (loss) |
2,756 | (1,553 | ) | |||||
Total shareholders equity |
597,468 | 606,585 | ||||||
Total liabilities and shareholders equity |
$ | 816,661 | $ | 832,387 | ||||
(1) We operate under a thirteen-week calendar quarter. For financial statement
presentation purposes, the reporting
periods are referred to as ended on the last day of the calendar quarter. The accompanying
Unaudited Condensed
Consolidated Balance Sheet is as of April 1, 2011.
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TEKELEC
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31,(1) | ||||||||
2011 | 2010 | |||||||
(Thousands) | ||||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
$ | (15,996 | ) | $ | 13,718 | |||
Adjustments to reconcile net income to net cash provided by
operating activities: |
||||||||
Gain (loss) on investments carried at fair value, net |
| (80 | ) | |||||
Provision for (recovery of) doubtful accounts and returns |
(222 | ) | (489 | ) | ||||
Provision for (reduction of) warranty |
(251 | ) | (347 | ) | ||||
Inventory write downs |
1,610 | 1,180 | ||||||
Loss on disposals of fixed assets |
118 | 53 | ||||||
Depreciation |
4,369 | 4,108 | ||||||
Amortization of intangibles |
8,516 | 1,763 | ||||||
Amortization of deferred financing costs and other |
225 | 238 | ||||||
Deferred income taxes |
(14,195 | ) | 4,943 | |||||
Stock-based compensation |
2,908 | 3,296 | ||||||
Excess tax benefits from stock-based compensation |
| (819 | ) | |||||
Changes in operating assets and liabilities (net of acquisitions and dispositions): |
||||||||
Accounts receivable |
36,567 | 21,083 | ||||||
Inventories |
7,619 | (3,866 | ) | |||||
Deferred costs |
6,186 | 8,452 | ||||||
Prepaid expenses |
(2,871 | ) | 841 | |||||
Other current assets |
(991 | ) | (2,455 | ) | ||||
Accounts payable |
(6,750 | ) | (4,511 | ) | ||||
Accrued expenses |
17,691 | (4,919 | ) | |||||
Accrued compensation and related expenses |
(2,630 | ) | (16,631 | ) | ||||
Deferred revenues |
(15,663 | ) | (14,591 | ) | ||||
Income taxes receivable |
(2,297 | ) | 1,617 | |||||
Income taxes payable |
456 | 2,292 | ||||||
Total adjustments |
40,395 | 1,158 | ||||||
Net cash provided by operating activities |
24,399 | 14,876 | ||||||
Cash flows from investing activities: |
||||||||
Proceeds from sales and maturities of investments |
| 13,400 | ||||||
Purchases of property and equipment |
(5,908 | ) | (2,403 | ) | ||||
Net cash provided by (used in) investing activities |
(5,908 | ) | 10,997 | |||||
Cash flows from financing activities: |
||||||||
Proceeds from issuance of common stock |
640 | 7,050 | ||||||
Cash used to net share settle equity awards |
(978 | ) | (2,282 | ) | ||||
Excess tax benefits from stock-based compensation |
| 819 | ||||||
Net cash provided by (used in) financing activities |
(338 | ) | 5,587 | |||||
Effect of exchange rate changes on cash |
1,834 | (1,442 | ) | |||||
Net increase in cash and cash equivalents |
19,987 | 30,018 | ||||||
Cash and cash equivalents at beginning of the year |
220,938 | 277,259 | ||||||
Cash and cash equivalents at end of the year |
$ | 240,925 | $ | 307,277 | ||||
(1) We operate under a thirteen-week calendar quarter. For financial
statement presentation purposes, the reporting periods are referred to as ended
on the last day of the calendar quarter. The accompanying Unaudited Condensed
Consolidated Statements of Cash Flows are for the thirteen weeks ended April 1,
2011 and April 2, 2010.
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TEKELEC
RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES
for the Three Months Ended March 31, 2011 and 2010
RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES
for the Three Months Ended March 31, 2011 and 2010
2011 | 2010 | |||||||||||||||
% of | % of | |||||||||||||||
Amount | revenues | Amount | revenues | |||||||||||||
(Thousands, except percentages) | ||||||||||||||||
Gross margins |
$ | 56,083 | 52 | % | $ | 75,854 | 65 | % | ||||||||
Adjustments: |
||||||||||||||||
Amortization of intangible assets (1) |
6,752 | 6 | % | 1,533 | 1 | % | ||||||||||
Stock-Based Compensation (2) |
377 | 0 | % | 352 | 0 | % | ||||||||||
Acquisition related cash bonus(3) |
42 | 0 | % | | 0 | % | ||||||||||
Non-GAAP gross margins |
$ | 63,254 | 59 | % | $ | 77,739 | 67 | % | ||||||||
2011 | 2010 | |||||||||||||||
% of | % of | |||||||||||||||
Amount | revenues | Amount | revenues | |||||||||||||
(Thousands, except percentages) | ||||||||||||||||
Operating margins |
$ | (26,322 | ) | -24 | % | $ | 22,228 | 19 | % | |||||||
Adjustments: |
||||||||||||||||
Amortization of intangible assets(1) |
8,516 | 8 | % | 1,763 | 2 | % | ||||||||||
Stock-Based Compensation (2) |
2,908 | 3 | % | 3,296 | 3 | % | ||||||||||
Acquisition related cash bonus(3) |
401 | 0 | % | 73 | 0 | % | ||||||||||
Restructuring and other(4) |
21,364 | 20 | % | | 0 | % | ||||||||||
Non-GAAP operating margin |
$ | 6,867 | 6 | % | $ | 27,360 | 24 | % | ||||||||
2011 | 2010 | |||||||||||||||
per | per | |||||||||||||||
diluted | diluted | |||||||||||||||
Amount | share | Amount | share | |||||||||||||
(Thousands, except per share data) | ||||||||||||||||
Net income (loss) |
$ | (15,996 | ) | $ | (0.23 | ) | $ | 13,718 | $ | 0.20 | ||||||
Adjustments: |
||||||||||||||||
Amortization of intangible assets(1) |
8,516 | 0.12 | 1,763 | 0.03 | ||||||||||||
Stock-Based Compensation (2) |
2,908 | 0.04 | 3,296 | 0.05 | ||||||||||||
Acquisition related cash bonus(3) |
401 | 0.01 | 73 | 0.00 | ||||||||||||
Restructuring and other(4) |
21,364 | 0.31 | | | ||||||||||||
Provision for (benefit from) income taxes (5) |
(11,527 | ) | (0.17 | ) | (888 | ) | (0.01 | ) | ||||||||
Non-GAAP net income |
$ | 5,666 | $ | 0.08 | $ | 17,962 | $ | 0.26 | ||||||||
Weighted average number of shares outstanding: |
||||||||||||||||
Basic |
68,770 | 67,636 | ||||||||||||||
Diluted |
69,143 | 68,766 |
(1)
The adjustments represent the amortization of purchased technology and other intangibles
related to acquired companies.
(2) The adjustments represent stock-based compensation expense recognized related to awards of
stock options, restricted stock or restricted stock units or stock appreciation rights granted
under our equity incentive plans and stock purchase rights granted under our employee stock
purchase plan.
(3) The adjustment represents: 2011- consideration payable to former Camiant employees for
options not assumed in the merger; 2010- consideration payable to Estacado that was contingent upon
the continued employment of certain former Estacado employees by Tekelec.
(4) The adjustment represents the elimination of the costs associated with our restructuring
activities.
(5) The adjustment represents the income tax effect of footnotes (1), (2), (3) and (4) in order
to reflect our non-GAAP effective tax rate of 7% and 32% for 2011 and 2010, respectively. The 2011
effective rate was also impacted by a discrete net benefit of approximatlely $1.4 millon related to
the completion of certain transfer pricing studies.
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