RadiSys® Corporation (NASDAQ: RSYS), a leading global provider of advanced embedded solutions, today announced revenues of $88.7 million for the quarter ended December 31, 2008, down 11% versus the same quarter last year. The Company had a GAAP net loss of $56.6 million or $2.47 per share in the fourth quarter, versus a net loss of $2.4 million or $0.11 per share in the same quarter last year. GAAP results included a non-cash pre-tax goodwill impairment charge of $67.3 million that was triggered by the Company’s lower stock price in the fourth quarter. Fourth quarter non-GAAP net income was $2.9 million or $0.12 per diluted share, versus $4.6 million or $0.18 per diluted share in the same quarter last year. Non-GAAP results mainly exclude the impact of the goodwill impairment charge, amortization of acquired intangible assets and stock-based compensation expense.
The Company’s 2008 annual revenues were $372.6 million, up 15% from $325.2 million in the prior year. The Company’s 2008 GAAP net loss was $66.0 million or $2.92 per share, which included the non-cash goodwill impairment charge. This compares to a net loss of $17.6 million or $0.80 per share in the prior year. Non-GAAP net income was $12.5 million or $0.49 per diluted share in 2008, versus $8.2 million or $0.34 per diluted share in the prior year.
Commenting on the fourth quarter and full year results, Scott Grout, RadiSys President and CEO stated, “I am pleased that we delivered better than expected revenues and non-GAAP earnings in the fourth quarter with notable strength in our Media Server business. In 2008, we made meaningful progress on a number of our core strategies and grew our overall next-generation communications revenues to over $100 million for the year. Our strategic focus is to provide more complete and valuable solutions to our customers. Our progress on this strategy, combined with continuing improvements in operational execution, allowed us to increase our gross margin rate every quarter in 2008. Our expanded gross margin along with reductions in spending throughout 2008 allowed us to meaningfully increase our full year Non-GAAP operating income over 2007. Finally, we generated operating cash flow of over $11 million in the fourth quarter, over $34 million in the year, and we ended the year with $74 million of cash and cash equivalents.”
Fourth Quarter Financial Highlights
2008 Annual Financial Highlights
Fourth Quarter New Product Highlights
First Quarter 2009 Outlook
The following statements are based on current expectations as of the date of this press release. These statements are forward-looking and actual results may differ materially. Given the ongoing global economic downturn, the Company’s estimates are subject to a higher level of uncertainty than usual. The Company assumes no obligation to update these forward-looking statements.
In closing, Scott Grout stated, “I am very pleased with our strategic and financial progress in 2008. We meaningfully grew our higher value product revenues, added a number of new customers and extended our market presence. From a financial perspective, we expanded our gross margin rate, generated meaningful operating cash flow and ended the year with a strong balance sheet. Although the current economic environment has resulted in increased uncertainty and projected softening in customer demand, we intend to focus on our core strategies while, at the same time, closely monitoring our expenses to continue to generate free cash flow and maintain our strong balance sheet.”
Conference Call and Web-cast Information
RadiSys will host a conference call on Tuesday, February 3, 2009 at 5:00 p.m. ET to discuss the fourth quarter and annual 2008 results, and to review the financial and business outlook for the first quarter of 2009.
To participate in the live conference call, dial (888) 333-0027 in the U.S. and Canada or (706) 634-4990 for all other countries and reference conference ID#80390525. The live conference call will also be available via webcast on the RadiSys investor relations website at http://investor.radisys.com/.
A replay of the conference call will be available two hours after the call is complete until 11:59 p.m. ET on Tuesday, February 17, 2009. To access the replay, dial (800) 642-1687 in the U.S. and Canada or (706) 645-9291 for all other countries with conference ID# 80390525. A replay of the webcast will be available for an extended period of time on the RadiSys investor relations website at http://investor.radisys.com/.
Forward-Looking Statements
This press release contains forward-looking statements, including statements about the Company’s business strategy, outlook and guidance for the first quarter of 2009. Actual results could differ materially from the outlook, guidance and expectations in these forward-looking statements as a result of a number of risk factors, including, among others, (a) the Company’s dependence on certain customers and high degree of customer concentration (b) the anticipated amount and timing of revenues from design wins due to the Company’s customers’ product development time, cancellations or delays, (c) the current economic uncertainty and turmoil within the global financial markets, (d) the impact of failed auctions for auction rate securities held by the Company until such securities are repurchased by UBS in June 2010, and (e) the factors listed in RadiSys’ reports filed with the Securities and Exchange Commission (SEC), including those listed under “Risk Factors” in RadiSys’ Annual Report on Form 10-K for the year ended December 31, 2007, and in the RadiSys Quarterly Reports on Form 10-Q filed with the SEC each fiscal quarter, and other filings with the SEC, copies of which may be obtained by contacting the Company at 503-615-1100 or from the Company’s investor relations web site at http://investor.radisys.com/ . Although forward-looking statements help provide additional information about RadiSys, investors should keep in mind that forward-looking statements are inherently less reliable than historical information. All information in this press release is as of February 3, 2009. The Company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations.
Non-GAAP Financial Measures
To supplement its condensed consolidated financial statements in accordance with generally accepted accounting principles (GAAP), the Company's earnings release contains non-GAAP financial measures that exclude certain expenses, gains and losses, such as the effects of (a) a goodwill impairment charge, (b) acquisition-related expenses, amortization of acquired intangible assets, amortization of deferred compensation, integration expenses and purchase accounting adjustments, (c) stock-based compensation expense recognized as a result of the Company’s adoption of FAS 123R, (d) restructuring charges (reversals), and (e) a gain related to the sale of a building /land. The Company believes that the use of non-GAAP financial measures provides useful information to investors to gain an overall understanding of its current financial performance and its prospects for the future. Specifically, the Company believes the non-GAAP results provide useful information to both management and investors by excluding certain expenses, gains and losses that the Company believes are not indicative of its core operating results. In addition, non-GAAP financial measures are used by management for budgeting and forecasting as well as subsequently measuring the Company's performance, and the Company believes that it is providing investors with financial measures that most closely align to its internal measurement processes. These non-GAAP measures are considered to be reflective of the Company’s core operating results as they more closely reflect the essential revenue-generating activities of the Company and direct operating expenses (resulting in cash expenditures) needed to perform these revenue-generating activities. The Company also believes, based on feedback provided to the Company during its earnings calls' Q&A sessions and discussions with the investment community, that the non-GAAP financial measures it provides are necessary to allow the investment community to construct their valuation models to better align its results and projections with its competitors and market sector, as there is significant variability and unpredictability across companies with respect to certain expenses, gains and losses. Accordingly, management excludes goodwill impairment charges, amortization of acquired intangible assets primarily related to the Convedia and Intel MCPD acquisitions, stock-based compensation expense and significant and non-recurring charges and gains.
The non-GAAP financial information is presented using consistent methodology from quarter-to-quarter and year-to-year. These measures should be considered in addition to results prepared in accordance with GAAP. In addition, these non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. The Company believes that non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with the Company's results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate the Company's results of operations in conjunction with the corresponding GAAP financial measures.
A reconciliation of non-GAAP information to GAAP information is included in the tables below. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for or superior to financial measures calculated in accordance with GAAP, and reconciliations between GAAP and non-GAAP financial measures included in this earnings release should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.
About RadiSys
RadiSys (NASDAQ: RSYS) is a leading provider of advanced embedded solutions for the communications networking and commercial systems markets. Through intimate customer collaboration and combining innovative technologies and industry leading architecture, RadiSys helps original equipment manufacturers, systems integrators and solution providers bring better products to market faster and more economically. RadiSys products include embedded boards, application enabling platforms and turn-key systems, which are used in today's complex computing, processing and network intensive applications. For more information, visit http://www.radisys.com, write to This email address is being protected from spambots. You need JavaScript enabled to view it., or call 800-950-0044 or 503-615-1100. Editors seeking more information may contact Lyn Pangares at RadiSys Corporation at 503-615-1220 or This email address is being protected from spambots. You need JavaScript enabled to view it.
RadiSys®, Convedia®, Promentum® and Procelerant® are registered trademarks of RadiSys Corporation. All other trademarks are property of their respective owners.
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
| (In thousands, except per share amounts, unaudited) | ||||||||||||||||
| Three Months Ended | Year Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||||
| Revenues | $ | 88,667 | $ | 99,219 | $ | 372,584 | $ | 325,232 | ||||||||
| Cost of sales: | ||||||||||||||||
| Cost of sales | 60,909 | 73,044 | 262,100 | 238,392 | ||||||||||||
| Amortization of purchased technology | 2,495 | 5,003 | 14,401 | 15,002 | ||||||||||||
| Total cost of sales | 63,404 | 78,047 | 276,501 | 253,394 | ||||||||||||
| Gross margin | 25,263 | 21,172 | 96,083 | 71,838 | ||||||||||||
| Research and development | 11,732 | 12,158 | 49,325 | 46,242 | ||||||||||||
| Selling, general, and administrative | 12,122 | 12,728 | 50,837 | 47,874 | ||||||||||||
| Goodwill impairment charge | 67,256 | - | 67,256 | - | ||||||||||||
| Intangible assets amortization | 647 | 1,304 | 4,554 | 4,428 | ||||||||||||
| Restructuring and other charges | - | 27 | 575 | 1,418 | ||||||||||||
| Loss from operations | (66,494 | ) | (5,045 | ) | (76,464 | ) | (28,124 | ) | ||||||||
| Interest expense | (768 | ) | (399 | ) | (2,701 | ) | (1,678 | ) | ||||||||
| Interest income | 504 | 1,459 | 3,059 | 6,405 | ||||||||||||
| Other income (expense), net | 594 | (18 | ) | 629 | (169 | ) | ||||||||||
| Loss before income taxes | (66,164 | ) | (4,003 | ) | (75,477 | ) | (23,566 | ) | ||||||||
| Income tax benefit | (9,572 | ) | (1,613 | ) | (9,527 | ) | (6,014 | ) | ||||||||
| Net loss | ($56,592 | ) | ($2,390 | ) | ($65,950 | ) | ($17,552 | ) | ||||||||
| Net loss per share: | ||||||||||||||||
| Basic | ($2.47 | ) | ($0.11 | ) | ($2.92 | ) | ($0.80 | ) | ||||||||
| Diluted (I), (II) | ($2.47 | ) | ($0.11 | ) | ($2.92 | ) | ($0.80 | ) | ||||||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic | 22,882 | 22,107 | 22,552 | 21,883 | ||||||||||||
| Diluted (I), (II) | 22,882 | 22,107 | 22,552 | 21,883 | ||||||||||||
| (I) For the three and twelve months ended December 31, 2007, options amounting to 3.3 million shares were excluded from the calculation as the Company was in a loss position. For the three and twelve months ended December 31, 2008, options amounting to 3.8 million shares were excluded from the calculation as the Company was in a loss position. | ||||||||||||||||
|
(II) For the three and twelve months ended December 31, 2007 and 2008, as-if converted shares associated with the 2023 convertible senior notes were excluded from the calculation as the affect would have been anti-dilutive. For the three and twelve months ended December 31, 2007, the total number of as-if converted shares associated with the 2023 convertible senior notes was 4.2 million. For the three and twelve months ended December 31, 2008, the total combined number of as-if converted shares associated with the 2023 convertible senior notes was 800,000 and 1.9 million shares, respectively. For the three and twelve months ended December 31, 2008, as-if converted shares associated with the 2013 convertible senior notes were excluded from the calculation as the affect would have been anti-dilutive. For the three and twelve months ended December 31, 2008, the total combined number of as-if converted shares associated with the 2013 convertible senior notes was 4.0 million and 3.7 million shares, respectively. |
||||||||||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||
| (In thousands, unaudited) | ||||||||
| December 31, | December 31, | |||||||
| 2008 | 2007 (I) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 73,980 | $ | 50,522 | ||||
| Short-term investments | — | 72,750 | ||||||
| Accounts receivable, net | 45,551 | 70,548 | ||||||
| Other receivables | 1,090 | 2,678 | ||||||
| Inventories, net | 29,450 | 23,101 | ||||||
| Other current assets | 4,268 | 5,299 | ||||||
| Deferred tax assets, net | 10,297 | 6,489 | ||||||
| Total current assets | 164,636 | 231,387 | ||||||
| Property and equipment, net | 11,556 | 11,233 | ||||||
| Goodwill | — | 67,644 | ||||||
| Intangible assets, net | 19,804 | 38,779 | ||||||
| Long-term investments, net | 51,213 | — | ||||||
| Settlement right (UBS) | 11,071 | |||||||
| Long-term deferred tax assets, net | 45,864 | 40,078 | ||||||
| Other assets | 4,882 | 3,987 | ||||||
| Total assets | $ | 309,026 | $ | 393,108 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 34,123 | $ | 49,675 | ||||
| Accrued wages and bonuses | 11,253 | 8,101 | ||||||
| Deferred income | 2,274 | 5,308 | ||||||
| 2023 convertible senior notes, net | — | 97,548 | ||||||
| Line of credit | 39,535 | |||||||
| Other accrued liabilities | 11,384 | 8,915 | ||||||
| Total current liabilities | 98,569 | 169,547 | ||||||
| Long-term liabilities: | ||||||||
| 2013 convertible senior notes, net | 50,000 | — | ||||||
| Other long-term liabilities | 2,989 | 3,585 | ||||||
| Total long-term liabilities | 52,989 | 3,585 | ||||||
| Total liabilities | 151,558 | 173,132 | ||||||
| Shareholders’ equity : | ||||||||
| Preferred stock — $.01 par value, 5,664 shares authorized; none issued or outstanding | — | — | ||||||
| Common stock — no par value, 100,000 shares authorized; 23,033 and 22,312 shares issued and outstanding at December 31, 2008 and December 31, 2007 | 231,236 | 226,873 | ||||||
| Accumulated deficit | (77,235 | ) | (11,285 | ) | ||||
| Accumulated other comprehensive income: | ||||||||
| Cumulative translation adjustments | 4,326 | 4,388 | ||||||
| Unrealized loss on hedge instruments | (859 | ) | — | |||||
| Total accumulated other comprehensive income | 3,467 | 4,388 | ||||||
| Total shareholders’ equity | 157,468 | 219,976 | ||||||
| Total liabilities and shareholders’ equity | $ | 309,026 | $ | 393,108 | ||||
| (I) Certain reclassifications have been made to amounts in prior years to conform to current year presentation. | ||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||||||
| (In thousands, unaudited) | |||||||||||||||
| Three Months Ended | Year Ended | ||||||||||||||
| December 31, | December 31, | ||||||||||||||
| 2008 | 2007 | 2008 | 2007 | ||||||||||||
| Cash flows from operating activities: | |||||||||||||||
| Net loss | ($56,592 | ) | ($2,390 | ) | ($65,950 | ) | ($17,552 | ) | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||||||
| Depreciation and amortization | 4,725 | 8,000 | 25,259 | 27,245 | |||||||||||
| Inventory valuation allowance | 848 | 1,401 | 3,720 | 6,580 | |||||||||||
| Goodwill impairment charges | 67,256 | - | 67,256 | - | |||||||||||
| Gain from ARS settlement right | (11,071 | ) | - | (11,071 | ) | - | |||||||||
| Loss from impairment of ARS | 11,512 | - | 11,512 | - | |||||||||||
| Deferred income taxes | (9,293 | ) | (1,384 | ) | (9,223 | ) | (6,360 | ) | |||||||
| Net gain on early extinguishment of debt | (806 | ) | (148 | ) | (843 | ) | (148 | ) | |||||||
| Stock-based compensation expense | 2,190 | 2,456 | 9,616 | 9,881 | |||||||||||
| Provisions for allowance for doubtful accounts | 2 | - | 172 | - | |||||||||||
| Other | (88 | ) | 232 | 443 | 350 | ||||||||||
| Changes in operating assets and liabilities, net of acquisitions: | |||||||||||||||
| Accounts receivable | 3,648 | (10,268 | ) | 24,932 | (27,958 | ) | |||||||||
| Other receivables | 905 | (374 | ) | 1,588 | 1,104 | ||||||||||
| Inventories | 1,053 | 1,878 | (10,069 | ) | 5,502 | ||||||||||
| Other current assets | (795 | ) | 3,969 | 1,282 | 5,540 | ||||||||||
| Accounts payable | (3,759 | ) | 6,747 | (15,586 | ) | 9,956 | |||||||||
| Accrued wages and bonuses | 2,569 | 2,175 | 3,177 | 2,048 | |||||||||||
| Deferred income | (830 | ) | 2,146 | (3,124 | ) | 3,760 | |||||||||
| Other accrued liabilities | 157 | (452 | ) | 1,764 | 23 | ||||||||||
| Net cash provided by operating activities | 11,631 | 13,988 | 34,855 | 19,971 | |||||||||||
| Cash flows from investing activities: | |||||||||||||||
| Proceeds from held to maturity investments | - | 10,000 | - | 10,000 | |||||||||||
| Proceeds from the sale of auction rate securities | - | 4,500 | 10,025 | 54,600 | |||||||||||
| Purchase of auction rate securities | - | (7,250 | ) | - | (25,100 | ) | |||||||||
| Capital expenditures | (1,373 | ) | (1,898 | ) | (6,324 | ) | (5,657 | ) | |||||||
| Acquisition of MCPD | - | - | - | (32,032 | ) | ||||||||||
| Proceeds from the sale of property and equipment | - | - | - | 3,032 | |||||||||||
| Other | 582 | (56 | ) | 302 | (162 | ) | |||||||||
| Net cash (used in) provided by investing activities | (791 | ) | 5,296 | 4,003 | 4,681 | ||||||||||
| Cash flows from financing activities: | |||||||||||||||
| Financing costs | - | (272 | ) | (2,539 | ) | (272 | ) | ||||||||
| Extinguishment of convertible subordinated notes | (2,416 | ) | |||||||||||||
| Proceeds from issuance of 2013 convertible senior notes | - | - | 55,000 | - | |||||||||||
| Repurchase of 2023 convertible senior notes | (37,503 | ) | - | (98,419 | ) | - | |||||||||
| Repurchase of 2013 convertible senior notes | (3,125 | ) | (3,125 | ) | |||||||||||
| Purchase of capped call | - | - | (10,154 | ) | - | ||||||||||
| Payments on capital lease obligation | (49 | ) | - | (150 | ) | - | |||||||||
| Net settlement of restricted shares | (32 | ) | (58 | ) | (422 | ) | (359 | ) | |||||||
| Payments on line of credit | (20,000 | ) | (20,000 | ) | |||||||||||
| Borrowings on line of credit | 39,535 | - | 59,535 | - | |||||||||||
| Proceeds from issuance of common stock | 1,012 | 1,216 | 5,175 | 4,830 | |||||||||||
| Net cash provided by (used in) financing activities | (20,162 | ) | 886 | (15,099 | ) | 1,783 | |||||||||
| Effect of exchange rate changes on cash | (374 | ) | 107 | (301 | ) | 353 | |||||||||
| Net increase (decrease) in cash and cash equivalents | (9,696 | ) | 20,277 | 23,458 | 26,788 | ||||||||||
| Cash and cash equivalents, beginning of period | 83,676 | 30,245 | 50,522 | 23,734 | |||||||||||
| Cash and cash equivalents, end of period | $ | 73,980 | $ | 50,522 | $ | 73,980 | $ | 50,522 | |||||||
| Supplemental non-cash disclosures: | |||||||||||||||
| Capital lease obligation | $ | 155 | — | $ | 155 | — | |||||||||
| REVENUE BY GEOGRAPHY | ||||||||||||||||
| (In thousands, unaudited) | ||||||||||||||||
| Three Months Ended | Twelve Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||||
| North America | $ | 34,063 | $ | 28,573 | $ | 121,134 | $ | 105,879 | ||||||||
| Europe | 28,414 | 40,375 | 137,940 | 132,054 | ||||||||||||
| Asia Pacific | 26,190 | 30,271 | 113,510 | 87,299 | ||||||||||||
| Total | $ | 88,667 | $ | 99,219 | $ | 372,584 | $ | 325,232 | ||||||||
| North America | 38.4 | % | 28.8 | % | 32.5 | % | 32.6 | % | ||||||||
| Europe | 32.0 | % | 40.8 | % | 37.0 | % | 40.6 | % | ||||||||
| Asia Pacific | 29.6 | % | 30.4 | % | 30.5 | % | 26.8 | % | ||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
| REVENUE BY MARKET | ||||||||||||||||
| (In thousands, unaudited) | ||||||||||||||||
| Three Months Ended | Twelve Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||||
| Wireless | $ | 29,947 | $ | 46,958 | $ | 147,054 | $ | 141,646 | ||||||||
| IP Networking & Messaging | 15,858 | 13,296 | 54,701 | 68,679 | ||||||||||||
| Other Communications Networking | 23,259 | 18,897 | 90,853 | 36,902 | ||||||||||||
| Total Communications Networking | 69,064 | 79,151 | 292,608 | 247,227 | ||||||||||||
| Medical | 7,698 | 6,779 | 29,606 | 32,168 | ||||||||||||
| Other Commercial | 11,905 | 13,289 | 50,370 | 45,837 | ||||||||||||
| Total Commercial | 19,603 | 20,068 | 79,976 | 78,005 | ||||||||||||
| Total Company | $ | 88,667 | $ | 99,219 | $ | 372,584 | $ | 325,232 | ||||||||
| Wireless | 33.8 | % | 47.3 | % | 39.5 | % | 43.6 | % | ||||||||
| IP Networking & Messaging | 17.9 | % | 13.4 | % | 14.7 | % | 21.1 | % | ||||||||
| Other Communications Networking | 26.2 | % | 19.1 | % | 24.3 | % | 11.3 | % | ||||||||
| Total Communications Networking | 77.9 | % | 79.8 | % | 78.5 | % | 76.0 | % | ||||||||
| Medical | 8.7 | % | 6.8 | % | 7.9 | % | 9.9 | % | ||||||||
| Other Commercial | 13.4 | % | 13.4 | % | 13.6 | % | 14.1 | % | ||||||||
| Total Commercial | 22.1 | % | 20.2 | % | 21.5 | % | 24.0 | % | ||||||||
| Total Company | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
| RECONCILIATION OF GAAP to NON-GAAP FINANCIAL MEASURES | ||||||||||||||||
| (In thousands, except per share amounts, unaudited) | ||||||||||||||||
| Three Months Ended | Year Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||||
| GROSS MARGIN: | ||||||||||||||||
| GAAP gross margin | $ | 25,263 | $ | 21,172 | $ | 96,083 | $ | 71,838 | ||||||||
| (a) Amortization of acquired intangible assets (I) | 2,495 | 5,003 | 14,401 | 15,002 | ||||||||||||
| (b) Amortization of deferred compensation | - | - | - | 67 | ||||||||||||
| (d) Purchase accounting adjustments | - | - | - | 250 | ||||||||||||
| (e) Stock-based compensation | 262 | 244 | 1,030 | 971 | ||||||||||||
| Total Non-GAAP adjustments | 2,757 | 5,247 | 15,431 | 16,290 | ||||||||||||
| Non-GAAP gross margin | $ | 28,020 | $ | 26,419 | $ | 111,514 | $ | 88,128 | ||||||||
| RESEARCH AND DEVELOPMENT: | ||||||||||||||||
| GAAP research and development | $ | 11,732 | $ | 12,158 | $ | 49,325 | $ | 46,242 | ||||||||
| (b) Amortization of deferred compensation | - | - | - | (426 | ) | |||||||||||
| (e) Stock-based compensation | (659 | ) | (763 | ) | (3,002 | ) | (2,793 | ) | ||||||||
| Total Non-GAAP adjustments | (659 | ) | (763 | ) | (3,002 | ) | (3,219 | ) | ||||||||
| Non-GAAP research and development | $ | 11,073 | $ | 11,395 | $ | 46,323 | $ | 43,023 | ||||||||
| SELLING, GENERAL AND ADMINISTRATIVE: | ||||||||||||||||
| GAAP selling, general and administrative | $ | 12,122 | $ | 12,728 | $ | 50,837 | $ | 47,874 | ||||||||
| (b) Amortization of deferred compensation | - | - | - | (757 | ) | |||||||||||
| (c) Integration expenses | - | - | - | (377 | ) | |||||||||||
| (d) Purchase accounting adjustments | - | - | - | (269 | ) | |||||||||||
| (e) Stock-based compensation | (1,269 | ) | (1,449 | ) | (5,584 | ) | (6,117 | ) | ||||||||
| (f) Gain on sale of building | - | - | - | 212 | ||||||||||||
| Total Non-GAAP adjustments | (1,269 | ) | (1,449 | ) | (5,584 | ) | (7,308 | ) | ||||||||
| Non-GAAP selling, general and administrative | $ | 10,853 | $ | 11,279 | $ | 45,253 | $ | 40,566 | ||||||||
| INCOME (LOSS) FROM OPERATIONS: | ||||||||||||||||
| GAAP loss from operations | ($66,494 | ) | ($5,045 | ) | ($76,464 | ) | ($28,124 | ) | ||||||||
| (a) Amortization of acquired intangible assets (I) | 3,142 | 6,307 | 18,955 | 19,430 | ||||||||||||
| (b) Amortization of deferred compensation | - | - | - | 1,250 | ||||||||||||
| (c) Integration expenses | - | - | - | 377 | ||||||||||||
| (d) Purchase accounting adjustments | - | - | - | 519 | ||||||||||||
| (e) Stock-based compensation | 2,190 | 2,456 | 9,616 | 9,881 | ||||||||||||
| (f) Restructuring and other charges | - | - | 575 | 1,391 | ||||||||||||
| (g) Gain on sale of building | - | - | - | (212 | ) | |||||||||||
| (h) Goodwill impairment | 67,256 | - | 67,256 | - | ||||||||||||
| Total Non-GAAP adjustments | 72,588 | 8,763 | 96,402 | 32,636 | ||||||||||||
| Non-GAAP income from operations | $ | 6,094 | $ | 3,718 | $ | 19,938 | $ | 4,512 | ||||||||
| NET INCOME (LOSS): | ||||||||||||||||
| GAAP net loss | ($56,592 | ) | ($2,390 | ) | ($65,950 | ) | ($17,552 | ) | ||||||||
| (a) Amortization of acquired intangible assets (I) | 3,142 | 6,307 | 18,955 | 19,430 | ||||||||||||
| (b) Amortization of deferred compensation | - | - | - | 1,250 | ||||||||||||
| (c) Integration expenses | - | - | - | 377 | ||||||||||||
| (d) Purchase accounting adjustments | - | - | - | 519 | ||||||||||||
| (e) Stock-based compensation | 2,190 | 2,456 | 9,616 | 9,881 | ||||||||||||
| (f) Restructuring and other charges | - | - | 575 | 1,391 | ||||||||||||
| (g) Gain on sale of building / land | - | - | - | (212 | ) | |||||||||||
| (h) Goodwill impairment | 67,256 | - | 67,256 | - | ||||||||||||
| (i) Income tax effect of reconciling items | (13,106 | ) | (1,770 | ) | (17,997 | ) | (6,877 | ) | ||||||||
| Total Non-GAAP adjustments | 59,482 | 6,993 | 78,405 | 25,759 | ||||||||||||
| Non-GAAP net income | $ | 2,890 | $ | 4,603 | $ | 12,455 | $ | 8,207 | ||||||||
| GAAP weighted average shares (diluted) | 22,882 | 22,107 | 22,552 | 21,883 | ||||||||||||
| Non-GAAP adjustment | 5,279 | 5,016 | 6,096 | 4,964 | ||||||||||||
| Non-GAAP weighted average shares (diluted) (II) | 28,161 | 27,123 | 28,648 | 26,847 | ||||||||||||
| GAAP net loss per share (diluted) | ($2.47 | ) | ($0.11 | ) | ($2.92 | ) | ($0.80 | ) | ||||||||
| Non-GAAP adjustments detailed above | $ | 2.59 | $ | 0.29 | $ | 3.41 | $ | 1.15 | ||||||||
| Non-GAAP net income per share (diluted) (II) | $ | 0.12 | $ | 0.18 | $ | 0.49 | $ | 0.34 | ||||||||
| (I) Amortization of acquired intangible assets excluded from non-GAAP results includes Convedia, Intel MCPD, and Microware amortization. Microware amortization expense was previously included in non-GAAP results. Prior periods have been adjusted to reflect the current period presentation. | ||||||||||||||||
| (II) For the three and twelve months ended December 31, 2007, dilutive equity awards amounting to 658,000 and 647,000 shares, respectively, were included in the calculation. For the three and twelve months ended December 31, 2008, dilutive equity awards amounting to 496,000 and 546,000 shares, respectively, were included in the calculation. | ||||||||||||||||
| For the three and twelve months ended December 31, 2007, the number of diluted weighted average shares outstanding calculation includes 4.2 million shares underlying our 2023 convertible senior notes; as a result, the diluted earnings per share calculation excludes the interest expense, net of tax benefit, which amounted to $251,000 and $1.0 million for the three and twelve months ended December 31, 2007. For the three and twelve months ended December 31, 2008, the number of diluted weighted average shares outstanding calculation includes 4.8 million and 5.5 million underlying our 2023 and 2013 convertible senior notes; as a result, the diluted earnings per share calculation excludes the interest expense, net of tax benefit, which amounted to $354,000 and $1.6 million for the three and twelve months ended December 31, 2008. | ||||||||||||||||
| RECONCILIATION OF GAAP TO NON-GAAP LINE ITEMS AS A PERCENT OF REVENUE | ||||||||||||
| AND EFFECTIVE TAX RATE FOR THE QUARTER ENDED DECEMBER 31, 2008 | ||||||||||||
| (Unaudited) | ||||||||||||
| Gross Margin | R&D | SG&A | Income from Ops | Income before tax | Effective Tax Rate | |||||||
| GAAP | 28.5% | 13.2% | 13.7% | -76.9% | -74.6% | 14.5% | ||||||
| (a) Amortization of acquired intangible assets | 2.8 | — | — | 5.4 | 3.5 | 1.7 | ||||||
| (e) Stock-based compensation | 0.3 | (0.7) | (1.4) | 2.5 | 2.5 | 1.3 | ||||||
| (h) Goodwill impairment | — | — | — | 75.9 | 75.9 | 37.5 | ||||||
| Non-GAAP | 31.6% | 12.5% | 12.3% | 6.9% | 7.3% | 55.0% | ||||||
|
The Company excludes the following expenses, reversals, gains and losses from its non-GAAP financial measures, when applicable: |
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|
(a) Amortization of acquired intangible assets: Amortization of acquisition-related intangible assets primarily relate to core and existing technologies, patents, trade name and customer relationships that were acquired with the acquisition of Convedia and MCPD. The Company excludes the amortization of acquisition-related intangible assets because it does not reflect the Company's ongoing business and it does not have a direct correlation to the operation of the Company's business. In addition, in accordance with GAAP, the Company generally recognizes expenses for internally-developed intangible assets as they are incurred, notwithstanding the potential future benefit such assets may provide. Unlike internally-developed intangible assets, however, and also in accordance with GAAP, the Company generally capitalizes the cost of acquired intangible assets and recognizes that cost as an expense over the useful lives of the assets acquired (other than goodwill, which is not amortized, and acquired in-process technology, which is expensed immediately, as required under GAAP). As a result of their GAAP treatment, there is an inherent lack of comparability between the financial performance of internally-developed intangible assets and acquired intangible assets. Accordingly, the Company believes it is useful to provide, as a supplement to its GAAP operating results, non-GAAP financial measures that exclude the amortization of acquired intangibles in order to enhance the period-over-period comparison of its operating results, as there is significant variability and unpredictability across companies with respect to this expense. |
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| (b) Amortization of deferred compensation: Deferred compensation expense consists of amortized expenses related to 25% of the purchase price per share less the exercise price of Convedia stock options to be paid to Convedia employees still employed by RadiSys after one year of service. The Company excludes the amortization of deferred compensation expense because it does not reflect the Company's ongoing business and it does not have a direct correlation to the operation of the Company's business. | ||||||||||||
| (c) Integration expenses: Integration expenses consist of expenses related to the integration effort between the Company and Convedia. The Company excludes integration expenses because it does not reflect the Company's ongoing business and it does not have a direct correlation to the operation of the Company's business. | ||||||||||||
| (d) Purchase accounting adjustments: Purchase accounting adjustments consist of adjustments for fair value accounting treatment of Convedia assets. These adjustments relate to the write-down of deferred revenue to the cost to complete the revenue earnings process. The Company excludes the purchase accounting adjustments because it does not reflect the Company's ongoing business and it does not have a direct correlation to the operation of the Company's business. | ||||||||||||
| (e) Stock-based compensation: Stock-based compensation consists of expenses recorded under SFAS 123(R), "Share-Based Payment," in connection with stock awards such as stock options, restricted stock awards and restricted stock units granted under the Company's equity incentive plans and shares issued pursuant to the Company's employee stock purchase plan. The Company excludes stock-based compensation from non-GAAP financial measures because it is a non-cash measurement that does not reflect the Company's ongoing business and because the Company believes that investors want to understand the impact on the Company of the adoption of SFAS 123(R); the Company believes that the provision of non-GAAP information that excludes stock-based compensation improves the ability of investors to compare its period-over-period operating results, as there is significant variability and unpredictability across companies with respect to this expense. | ||||||||||||
| (f) Restructuring and other charges (reversals): Restructuring and other charges primarily relate to activities engaged in by the Company’s management to simplify its infrastructure. Restructuring and other charges are excluded from non-GAAP financial measures because they are not considered core operating activities and the occurrence of such costs are infrequent. Although the Company has engaged in various restructuring activities over the past several years, each has been a discrete, extraordinary event based on a unique set of business objectives. The Company does not engage in restructuring activities on a regular basis or in the ordinary course of business. As such, the Company believes it is appropriate to exclude restructuring charges from its non-GAAP financial measures, as it enhances the ability of investors to compare the Company’s period-over-period operating results. | ||||||||||||
| (g) Other special items: This amount arises from the sale of a building in the second quarter of 2007. The Company excludes special items, such as this, because the transaction does not reflect the Company’s ongoing business and does not have a direct correlation to the operation of the Company’s business. | ||||||||||||
| (h) Goodwill impairment: The goodwill impairment charge relates to a write down of balances associated with previous acquisitions. The Company excludes the goodwill impairment charge because it is unusual in nature and does not reflect the operation of the Company's ongoing business. Additionally, its exclusion enhances the ability of investors to compare the Company’s period-over-period operating results. | ||||||||||||
| (i) Income taxes: Income tax benefit associated with non-GAAP adjustments. | ||||||||||||
| RECONCILIATION OF GAAP TO NON-GAAP GUIDANCE | ||||||||
| NET INCOME (LOSS) AND NET INCOME (LOSS) PER SHARE | ||||||||
| (In millions, except per share amounts, unaudited) | ||||||||
| Three Months Ended | ||||||||
| March 31, 2009 | ||||||||
| Low End | High End | |||||||
| GAAP net income (loss) (assumes tax rate of 25%) | ($2.2 | ) | ($0.7 | ) | ||||
| Amortization of acquired intangible assets | 2.3 | 2.3 | ||||||
| Stock-based compensation | 2.2 | 2.2 | ||||||
| Income tax effect of reconciling items | (1.1 | ) | (1.0 | ) | ||||
| Total adjustments | $ | 3.4 | $ | 3.5 | ||||
| Non-GAAP net income (assumes tax rate of 20%) | $ | 1.2 | $ | 2.8 | ||||
| GAAP weighted average shares (diluted) (I) | 23,000 | 23,000 | ||||||
| Non-GAAP adjustment | 500 | 4,337 | ||||||
| Non-GAAP weighted average shares (diluted) (II) | 23,500 | 27,337 | ||||||
| GAAP net income (loss) per share (diluted) (I) | ($0.10 | ) | ($0.03 | ) | ||||
| Non-GAAP adjustments detailed above | 0.15 | 0.14 | ||||||
| Non-GAAP net income per share (diluted) (II) | $ | 0.05 | $ | 0.11 | ||||
| (I) The effects of the 2013 convertible senior notes were excluded in the the computation of diluted earnings per share as the effect would be anti-dilutive. | ||||||||
| (II) The high end non-GAAP diluted weighted average shares outstanding includes the effects of the shares underlying the 2013 convertible senior notes, and as a result the diluted earnings per share calculation excludes the interest expense for the converts, net of tax. Total net interest expense added back to net income amounts to $291 thousand. | ||||||||
| RECONCILIATION OF GAAP TO NON-GAAP GUIDANCE | ||||||||
| GROSS MARGIN PERCENTAGE OF REVENUE | ||||||||
| (unaudited) | ||||||||
| Estimates at the midpoint of the guidance range for the Quarter Ended March 31, 2009 | ||||||||
| GAAP | 29.1% | |||||||
| Stock-based compensation | 0.4% | |||||||
| Intangible amortization | 2.1% | |||||||
| Non-GAAP | 31.6% | |||||||
| RECONCILIATION OF GAAP TO NON-GAAP GUIDANCE | ||||||||
| RESEARCH AND DEVELOPMENT EXPENSE AND | ||||||||
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSE | ||||||||
| (In millions, unaudited) | ||||||||
| Estimates at the midpoint of the guidance range for the Quarter Ended March 31, 2009 | ||||||||
| R&D | SG&A | |||||||
| GAAP | $ | 11.3 | $ | 12.0 | ||||
| Stock-based compensation | (0.7 | ) | (1.2 | ) | ||||
| Non-GAAP | $ | 10.6 | $ | 10.8 | ||||
RadiSys Corporation
Brian Bronson, 1-503-615-1281
Chief Financial Officer
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or
Holly Stephens, 1-503-615-1321
Finance and Investor Relations Manager
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