Tekelec Announces Second Quarter 2011 Operating Results

* Reuters is not responsible for the content in this press release.

Thu Aug 4, 2011 6:00am EDT

  MORRISVILLE, NC, Aug 04 (MARKET WIRE) -- 
Tekelec (NASDAQ: TKLC), the mobile broadband solutions company, today
announced earnings for second quarter 2011. 

    2011 Second Quarter Results from Operations
 Revenue for the second
quarter 2011 was $96.8 million, down 12% compared to $109.5 million for
the second quarter 2010. Orders were $65.3 million for the quarter, down
9% from the same period in 2010, primarily due to a 25% year-over-year
decline in orders for the Company's Eagle 5 solution. This decline was
partially offset by an over 90% increase from the second quarter 2010 for
the Company's data and video centric next-generation session, policy and
subscriber data management solutions. As of June 30, 2011, backlog was
$271.8 million compared to $338.8 million as of December 31, 2010.

    GAAP gross margins for second quarter 2011 were 54% compared to 63% in
second quarter 2010. Non-GAAP gross margins for second quarter 2011 were
63% compared to 67% for second quarter 2010. Gross margins were
negatively impacted in second quarter 2011 by approximately $2.5 million
of charges associated with warranty-related items related to certain
customer contracts and inventory write-downs in certain acquired product
lines. 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 second quarter 2011
of $6.5 million, or ($0.09) per share, compared to earnings in second
quarter 2010 of $9.4 million, or $0.14 per diluted share. GAAP operating
margins were (5%) for second quarter 2011 down from 12% for second
quarter 2010. Included in the Company's second quarter 2011 GAAP
operating results is a restructuring charge of $2.0 million. 

    On a non-GAAP basis, the Company reported net income for second quarter
2011 of $5.8 million, or $0.08 per diluted share, compared to net income
of $17.4 million, or $0.25 per diluted share, for second quarter 2010.
Non-GAAP operating margins for second quarter 2011 were 11% compared to
23% for second quarter 2010. 

    Ron de Lange, President and CEO, commented: "We are encouraged by the
progress we are making in our business transformation, the level of
customer engagement, and our strategic new customer wins. Orders for our
data and video solutions more than doubled during the first half of 2011.
In addition, we generated strong cash flows from operations and exited
the quarter with a strong balance sheet." 

    Year-to-Date Results
 For the first six months of 2011, revenue was
$204.6 million, down 9% compared to $225.5 million for the first six
months of 2010. For the first six months of 2011, the Company's orders
were $134.8 million, an increase of 5% compared to the $128.8 million for
the first six months of 2010.

    On a GAAP basis, the Company reported a net loss of $22.5 million, or
($0.33) per share, for the first six months of 2011, compared to $23.1
million, or $0.34 per diluted share, for the first six months of 2010.
GAAP operating margins were (15%) and 15% for the six months ended June
30, 2011 and 2010, respectively.

    On a non-GAAP basis, net income for the first six months of 2011 was
$11.5 million, or $0.17 per diluted share, compared to $35.4 million, or
$0.51 per diluted share, for the first six months of 2010. Non-GAAP
operating margins for the first six months of 2011 were 8% compared to
23% for the first six months of 2010.

    Balance Sheet and Liquidity
 As of June 30, 2011, the Company's
consolidated cash and cash equivalents totaled $262.8 million compared to
$220.9 million at December 31, 2010. Cash flows from operations in second
quarter 2011 were $24.2 million, compared to $6.4 million in second
quarter 2010. For the six months ended June 30, 2011 the Company
generated $48.6 million in cash flows from operations, compared to $21.2
million during the first six months of 2010. Working capital at June 30,
2011 decreased to $280.1 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 (Millions)            $360 - $400            $360 - $400

    Non-GAAP Gross Margin % *          59% - 62%              59% - 62%

     Non-GAAP Diluted EPS **         $0.22 - $0.32          $0.22 - $0.32

            GAAP EPS               ($0.58) - ($0.48)      ($0.58) - ($0.48) 

* Of the adjustments listed below, approximately $2 Million of stock-based
 compensation and $27 Million of amortization of intangibles will impact
 GAAP gross margins.

** Current and previous non-GAAP guidance excludes an estimated $10 Million 
 and $13 Million, respectively, of stock-based compensation, $38 Million of 
 amortization of intangible assets and acquisition-related expenses, and $26
 Million 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 $24 Million and $23 Million, respectively.


    
"Live" Webcast and Replay
 Tekelec will host a live webcast of its
conference call on Thursday, August 4, 2011, at 8:00 a.m. ET to discuss
second quarter results and certain forward-looking information concerning
management's outlook for the business. To access the webcast, visit
Tekelec's 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, August 4, 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 (855) 859-2056 or
(404) 537-3406, and entering the conference ID #83907352.

    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 Company's core operating
performance and with information useful in assessing its prospects for
the future and underlying trends in Tekelec's operating expenditures and
continuing operations. Management uses such non-GAAP measures to (i)
evaluate financial results, (ii) manage the Company's operations, and
(iii) establish operational goals. Further, non-GAAP measures are
utilized by the Company's 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 Company's
current intent, belief or expectations and involve certain risks and
uncertainties. The Company's 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 Company's 2010 Form
10-K, 2011 First and Second Quarter Forms 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 effects of an increase in cost associated
with selling our next-generation products including the cost associated
with customer trials and lab systems, 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
Company's 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 appointment of our new CEO and the resignations of
our former EVP of Global Sales and Chief Marketing Officer and subsequent
changes in the sales organization; any adverse outcome from or effects of
the securities litigations we currently have filed against us or other
current or threatened litigation; 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 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 Company's 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 connects people and devices to the mobile
Internet. Our portfolio's unique layer of network intelligence allows
service providers to both manage and monetize the exponential growth in
mobile web, video and applications traffic. Tekelec has more than 25
offices around the world serving customers in more than 100 countries.
For more information, please visit www.tekelec.com. 

                                  TEKELEC
       UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (1)

                                  Three Months Ended     Six Months Ended
                                       June 30,              June 30,
                                 --------------------  -------------------- 
                                    2011       2010       2011       2010
                                 ---------  ---------  ---------  --------- 
                                     (Thousands, except per share data)
                                 ------------------------------------------ 

Revenues                         $  96,800  $ 109,507    204,559  $ 225,498 
Cost of sales:
 Cost of goods sold                 36,410     36,586     81,334     75,190 
 Amortization of intangible
  assets                             8,190      3,967     14,942      5,500 
                                 ---------  ---------  ---------  --------- 
  Total cost of sales               44,600     40,553     96,276     80,690 
                                 ---------  ---------  ---------  --------- 
  Gross profit                      52,200     68,954    108,283    144,808 
                                 ---------  ---------  ---------  --------- 
Operating expenses:
 Research and development           23,420     21,763     49,193     44,572 
 Sales and marketing                17,997     18,229     38,722     35,666 
 General and administrative         11,454     12,807     24,233     25,957 
 Amortization of intangible
  assets                             1,786      1,021      3,550      1,251 
 Restructuring and other             1,977          -     23,341          - 
 Acquisition-related expenses            -      2,484          -      2,484 
                                 ---------  ---------  ---------  --------- 
  Total operating expenses          56,634     56,304    139,039    109,930 
                                 ---------  ---------  ---------  --------- 
Income (loss) from operations       (4,434)    12,650    (30,756)    34,878 
Other expense, net                    (874)      (914)    (1,648)    (1,859)
                                 ---------  ---------  ---------  --------- 
Income (loss) before income
 taxes                              (5,308)    11,736    (32,404)    33,019 
Provision for (benefit from)
 income taxes                        1,156      2,314     (9,944)     9,879 
                                 ---------  ---------  ---------  --------- 
Net income (loss)                $  (6,464) $   9,422  $ (22,460) $  23,140 
                                 =========  =========  =========  ========= 

Earnings (loss) per share:
 Basic                           $   (0.09) $    0.14  $   (0.33) $    0.34 
 Diluted                             (0.09)      0.14      (0.33)      0.34 

Weighted average number of
 shares outstanding:
 Basic                              69,054     68,374     68,912     68,005 
 Diluted                            69,054     68,946     68,912     68,856 

(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 and
 twenty-six weeks ended July 1, 2011 and July 2, 2010.


    

                                  TEKELEC
              UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                                                 June 30,(1)   December 31, 
                                               -------------- ------------- 
                                                    2011           2010
                                               -------------- ------------- 
                                                 (Thousands, except share
                                                           data)
                    ASSETS
Current assets:
  Cash and cash equivalents                    $      262,787 $     220,938 
  Accounts receivable, net                            108,773       165,019 
  Inventories                                          18,870        28,221 
  Income taxes receivable                               7,451         3,098 
  Deferred income taxes, current                       23,666        19,906 
  Deferred costs and prepaid commissions               34,237        43,652 
  Prepaid expenses                                      9,655         8,527 
  Other current assets                                  6,764         3,687 
                                               -------------- ------------- 
    Total current assets                              472,203       493,048 
Property and equipment, net                            37,228        37,169 
Deferred income taxes, net, noncurrent                 82,359        72,854 
Other assets                                            1,492         1,507 
Goodwill                                              137,255       135,564 
Intangible assets, net                                 74,736        92,245 
                                               -------------- ------------- 
    Total assets                               $      805,273 $     832,387 
                                               ============== ============= 

     LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                             $       13,780 $      17,823 
  Accrued expenses                                     39,691        20,344 
  Accrued compensation and related expenses            16,941        22,680 
  Deferred income taxes, current                          337             - 
  Current portion of deferred revenues                121,370       145,291 
                                               -------------- ------------- 
    Total current liabilities                         192,119       206,138 

Deferred income taxes, noncurrent                       2,183         7,430 
Long-term portion of deferred revenues                  5,959         6,812 
Other long-term liabilities                             9,173         5,422 
                                               -------------- ------------- 
    Total liabilities                                 209,434       225,802 
                                               -------------- ------------- 

Commitments and Contingencies

Shareholders' equity:
  Common stock, without par value, 200,000,000
   shares authorized; 69,138,334 and
   68,617,232 shares issued and outstanding,
   respectively                                       356,126       351,309 
  Retained earnings                                   234,369       256,829 
  Accumulated other comprehensive income
   (loss)                                               5,344        (1,553)
                                               -------------- ------------- 
    Total shareholders' equity                        595,839       606,585 
                                               -------------- ------------- 
    Total liabilities and shareholders' equity $      805,273 $     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 July 1, 2011.

                                  TEKELEC
         UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                 Six Months Ended June 30,
                                                            (1)
                                               ---------------------------- 
                                                    2011           2010
                                               -------------  ------------- 
                                                        (Thousands)
Cash flows from operating activities:
Net income (loss)                              $     (22,460) $      23,140 
Adjustments to reconcile net income to net
 cash provided by operating activities:
  Gain (loss) on investments carried at fair
   value, net                                              -           (118)
  Provision for (recovery of) doubtful
   accounts and returns                                 (254)           244 
  Provision for (reduction of) warranty                1,550           (347)
  Inventory write downs                                4,011          2,176 
  Loss on disposals of fixed assets                      377             13 
  Depreciation                                         8,776          8,258 
  Amortization of intangibles                         18,492          6,751 
  Amortization, other                                    233            424 
  Deferred income taxes                              (18,147)         4,080 
  Stock-based compensation                             5,333          6,943 
  Excess tax benefits from stock-based
   compensation                                          (12)          (861)
  Changes in operating assets and liabilities,
   net of effect of acquisitions:
    Accounts receivable                               60,486         18,333 
    Inventories                                        5,501         (6,980)
    Deferred costs                                    10,656         10,474 
    Prepaid expenses                                  (1,065)           568 
    Other current assets                              (2,874)        (1,102)
    Accounts payable                                  (4,412)          (755)
    Accrued expenses                                  17,385         (5,525)
    Accrued compensation and related expenses         (6,211)       (22,555)
    Deferred revenues                                (28,260)       (26,151)
    Income taxes receivable                           (4,273)         1,617 
    Income taxes payable                               3,747          2,608 
                                               -------------  ------------- 
      Total adjustments                               71,039         (1,905)
                                               -------------  ------------- 
      Net cash provided by (used in) operating
       activities                                     48,579         21,235 
                                               -------------  ------------- 

Cash flows from investing activities:
  Purchases of property and equipment                 (8,865)        (7,523)
  Proceeds from sales and maturities of
   investments                                             -         92,975 
  Purchase of acquired business, net of cash
   acquired                                                -       (161,953)
                                               -------------  ------------- 
      Net cash provided by (used in) investing
       activities                                     (8,865)       (76,501)
                                               -------------  ------------- 

Cash flows from financing activities:
  Proceeds from issuance of common stock                 641          9,863 
  Payments of net share-settled payroll taxes
   related to equity awards                           (1,157)        (2,685)
  Excess tax benefits from stock-based
   compensation                                           12            861 
                                               -------------  ------------- 
      Net cash provided by (used in) financing
       activities                                       (504)         8,039 
                                               -------------  ------------- 

Effect of exchange rate changes on cash                2,639         (3,741)
                                               -------------  ------------- 
      Net change in cash and cash equivalents         41,849        (50,968)
Cash and cash equivalents at beginning of the
 year                                                220,938        277,259 
                                               -------------  ------------- 
Cash and cash equivalents at end of the year   $     262,787  $     226,291 
                                               =============  ============= 

(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 twenty-six
 weeks ended July 1, 2011 and July 2, 2010.

                                  TEKELEC
           RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES
            for the Three Months Ended June 30, 2011 and 2010(7)

                                         2011                  2010
                                 --------------------  -------------------- 
                                               % of                  % of
                                   Amount    revenues    Amount    revenues 
                                 ---------- ---------  ---------- --------- 
                                       (Thousands, except percentages)
Gross margins                    $   52,200        54% $   68,954        63%
  Adjustments:
  Amortization of intangible
   assets (1)                         8,190         8%      3,967         4%
  Stock-Based Compensation (2)          202         0%        313         0%
  Acquisition related cash
   bonus(3)                              65         0%         65         0%
                                 ---------- ---------  ---------- --------- 
Non-GAAP gross margins           $   60,657        63% $   73,299        67%
                                 ========== =========  ========== ========= 

                                         2011                  2010
                                 --------------------  -------------------- 
                                               % of                  % of
                                   Amount    revenues    Amount    revenues 
                                 ---------  ---------  ---------- --------- 
                                       (Thousands, except percentages)
Operating income (loss)          $  (4,434)        -5% $   12,650        12%
  Adjustments:
  Amortization of intangible
   assets(1)                         9,976         10%      4,988         5%
  Stock-Based Compensation (2)       2,425          3%      3,647         3%
  Acquisition related cash
   bonus(3)                            291          0%      1,096         1%
  Restructuring and other(4)         1,977          2%          -         0%
  Acquisition related charges(5)         -          0%      2,484         2%
                                 ---------  ---------  ---------- --------- 
Non-GAAP operating margin        $  10,235         11% $   24,865        23%
                                 =========  =========  ========== ========= 

                                         2011                  2010
                                 --------------------  -------------------- 
                                               per                   per
                                             diluted               diluted
                                   Amount     share      Amount     share
                                 ---------  ---------  ---------  --------- 
                                     (Thousands, except per share data)
Net income (loss)                $  (6,464) $   (0.09) $   9,422  $    0.14 
  Adjustments:
  Amortization of intangible
   assets(1)                         9,976       0.14      4,988       0.07 
  Stock-Based Compensation (2)       2,425       0.04      3,647       0.05 
  Acquisition related cash
   bonus(3)                            291       0.00      1,096       0.02 
  Restructuring and other(4)         1,977       0.03          -          - 
  Acquisition related charges(5)         -          -      2,484       0.04 
  Provision for (benefit from)
   income taxes(6)                  (2,401)     (0.03)    (4,249)     (0.06)
                                 ---------  ---------  ---------  --------- 
Non-GAAP net income              $   5,804  $    0.08  $  17,388  $    0.25 
                                 =========  =========  =========  ========= 

Weighted average number of
 shares outstanding:
  Basic                                        69,054                68,374 
  Diluted                                      69,197                68,946 

(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 2011 adjustment represents consideration payable to former Camiant
 employees for options not assumed in the merger. The 2010 adjustment
 represents: (i) bonuses for certain Blueslice employees contingent upon
 their continued employment and the achievement of individual integration
 related milestones and (ii) consideration payable to Estacado that is
 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 professional fees, travel and other costs
 associated with our acquisition of Camiant and Blueslice.

(6) The adjustment represents the income tax effect of footnotes (1), (2),
 (3), (4) and (5) in order to reflect our non-GAAP effective tax rate of
 38% and 27% for 2011 and 2010, respectively. The 2011 effective rate was
 also impacted by a discrete net charge of approximately $0.9 million
 related to the establishment of a valuation allowance for certain foreign
 tax credits.

(7) 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
 Reconciliations of Selected GAAP measures to non-GAAP measures are for the 
 thirteen weeks ended July 1, 2011 and July 2, 2010.

                                  TEKELEC
       RECONCILIATIONS OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES
            for the Six Months Ended June 30, 2011 and 2010 (7)

                                         2011                  2010
                                 --------------------  -------------------- 
                                               % of                  % of
                                   Amount    revenues    Amount    revenues 
                                 ---------- ---------  ---------- --------- 
                                       (Thousands, except percentages)
Gross margins                    $  108,283        53% $  144,808        64%
  Adjustments:
  Amortization of intangible
   assets(1)                         14,942         7%      5,500         2%
  Stock-Based Compensation (2)          579         0%        665         0%
  Acquisition related cash
   bonus(3)                             107         0%         65         0%
                                 ---------- ---------  ---------- --------- 
Non-GAAP gross margins           $  123,911        61% $  151,038        67%
                                 ========== =========  ========== ========= 

                                         2011                  2010
                                 --------------------  -------------------- 
                                               % of                  % of
                                   Amount    revenues    Amount    revenues 
                                 ---------  ---------  ---------- --------- 
                                       (Thousands, except percentages)
Operating margins                $ (30,756)       -15% $   34,878        15%
  Adjustments:
  Amortization of intangible
   assets(1)                        18,492          9%      6,751         3%
  Stock-Based Compensation (2)       5,333          3%      6,943         3%
  Acquisition related cash
   bonus(3)                            692          0%      1,169         1%
  Restructuring and other(4)        23,341         11%          -         0%
  Acquisiton related expenses-
   other(5)                              -          0%      2,484         1%
                                 ---------  ---------  ---------- --------- 
Non-GAAP operating margins       $  17,102          8% $   52,225        23%
                                 =========  =========  ========== ========= 

                                         2011                  2010
                                 --------------------  -------------------- 
                                               per                   per
                                             diluted               diluted
                                   Amount     share      Amount     share
                                 ---------  ---------  ---------  --------- 
                                     (Thousands, except per share data)
Net income                       $ (22,460) $   (0.33) $  23,140  $    0.34 
  Adjustments:
  Amortization of intangible
   assets (1)                       18,492       0.27      6,751       0.10 
  Stock-Based Compensation (2)       5,333       0.08      6,943       0.10 
  Acquisition related cash
   bonus(3)                            692       0.01      1,169       0.02 
  Restructuring and other(4)        23,341       0.34          -          - 
  Acquisiton related expenses-
   other(5)                              -          -      2,484       0.04 
  Provision for (benefit from)
   income taxes (6)                (13,928)     (0.20)    (5,137)     (0.07)
                                 ---------  ---------  ---------  --------- 
Non-GAAP net income              $  11,470  $    0.17  $  35,350  $    0.51 
                                 =========  =========  =========  ========= 

Weighted average number of
 shares outstanding:
  Basic                                        68,912                68,005 
  Diluted                                      69,170                68,856 

(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 2011 adjustment represents consideration payable to former Camiant
 employees for options not assumed in the merger. The 2010 adjustment
 represents: (i) bonuses for certain Blueslice employees contingent upon
 their continued employment and the achievement of individual integration
 related milestones and (ii) consideration payable to Estacado that is
 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 professional fees, travel and other costs
 associated with our acquisitions of Camiant and Blueslice.

(6) The adjustment represents the income tax effect of footnotes (1), (2),
 (3), (4) and (5) in order to reflect our non-GAAP effective tax rate of
 26% and 30% for 2011 and 2010, respectively. The 2011 effective rate was
 also impacted by a discrete net benefit of approximately $0.5 million
 related to the completion of certain tranfer pricing studies offset by a
 discrete charge of $0.9 million relating to the establishment of a
 valuation allowance for certain foreign tax credits.

(7) 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
 Reconciliations of Selected GAAP Measures to non-GAAP measures are for the 
 twenty-six weeks ended July 1, 2011 and July 2, 2010.


    


Contact:

Kyle Macemore 
Vice President Finance and Investor Relations 
(o) +1.919.380.6148 
kyle.macemore@tekelec.com 

Copyright 2011, Market Wire, All rights reserved.

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