Oregon | 0-26844 | 93-0945232 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5435 NE Dawson Creek Drive | |
Hillsboro, Oregon | 97124 |
(Address of Principal Executive Offices) | (Zip Code) |
Exhibit Number | Description | |
10.1 | Amendment No. 1 to the Second Amended and Restated Loan and Security Agreement, dated November 1, 2013, between Radisys Corporation and Silicon Valley Bank | |
99.1 | Press Release, dated November 5, 2013. |
RADISYS CORPORATION | ||||
Date: | November 5, 2013 | By: | /s/ Allen Muhich | |
Allen Muhich | ||||
Chief Financial Officer and Vice President of Finance (Principal Financial and Accounting Officer) |
Exhibit Number | Description | |
10.1 | Amendment No. 1 to the Second Amended and Restated Loan and Security Agreement, dated November 1, 2013, between Radisys Corporation and Silicon Valley Bank | |
99.1 | Press Release, dated November 5, 2013. |
A. | Borrower and Bank have entered into that certain Second Amended and Restated Loan and Security Agreement dated as of July 29, 2013 (as may be amended, restated, or otherwise modified, the “Loan Agreement”), pursuant to which the Bank has extended and will make available to Borrower certain advances of money. |
B. | Borrower desires that Bank amend the Loan Agreement, in each case upon the terms and conditions more fully set forth herein. |
C. | Subject to the representations and warranties of Borrower herein and upon the terms and conditions set forth in this Amendment, Bank is willing to provide the amendment contained herein. |
1. | AMENDMENTS TO THE LOAN AGREEMENT. |
1.1 | SECTION 6.7 (FINANCIAL COVENANTS). Subsections (a) (Minimum EBITDA) and (c) (Liquidity) of Section 6.7 of the Loan Agreement are hereby amended and restated in their entirety and replaced with the following: |
Two Quarters Ending | Minimum EBITDA |
September 30, 2013 | $2,000,000 |
December 31, 2013 | -$3,000,000 |
March 31, 2014 | $2,000,000 |
June 30, 2014 | $6,000,000 |
September 30, 2014 | $6,000,000 |
December 31, 2014 | $6,000,000 |
March 31, 2015 and thereafter | $9,000,000 |
1.2 | SECTION 13.1 (DEFINITIONS). The definition of “Revolving Line” in Section 13.1 of the Loan Agreement is amended in its entirety as follows: |
1.3 | SECTION 13.1 (DEFINITIONS). The definition of “Qualifying Control Agreement” is hereby added to Section 13.1 of the Loan Agreement, in its appropriate alphabetical order, as follows: |
1.4 | EXHIBIT E (FORM OF BORROWING BASE CERTIFICATE). Exhibit E of the Loan Agreement is amended and restated in its entirety and replaced with Exhibit E attached hereto. |
1.5 | EXHIBIT F (FORM OF COMPLIANCE CERTIFICATE). Exhibit F of the Loan Agreement is amended and restated in its entirety and replaced with Exhibit F attached hereto. Exhibit A, Exhibit E and Exhibit F are the only attachments to this Amendment. |
2. | BORROWER’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: |
(a) | immediately upon giving effect to this Amendment, (i) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Event of Default has occurred and is continuing; |
(b) | Borrower has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; |
(c) | the certificate of incorporation, bylaws and other organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; |
(d) | the execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized by all necessary corporate action on the part of Borrower; |
(e) | this Amendment has been duly executed and delivered by the Borrower and is the binding obligation of Borrower, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights; and |
(f) | as of the date hereof, it has no defenses against the obligations to pay any amounts under the Obligations. Borrower acknowledges that Bank has acted in good faith and has conducted in a |
3. | LIMITATION. The amendments set forth in Section 1 shall be limited precisely as written and shall not be deemed (a) to be a forbearance, waiver or modification of any other term or condition of the Loan Agreement or of any other instrument or agreement referred to therein or to prejudice any right or remedy which Bank may now have or may have in the future under or in connection with the Loan Agreement or any instrument or agreement referred to therein; (b) to be a consent to any future consent or modification, forbearance or waiver to any instrument or agreement the execution and delivery of which is consented to hereby, or to any waiver of any of the provisions thereof; or (c) to limit or impair Bank’s right to demand strict performance of all terms and covenants as of any date. |
4. | EFFECTIVENESS. This Amendment shall become effective, retroactive to September 30, 2013, upon the satisfaction of all the following conditions precedent: |
4.1 | Amendment. Borrower and Bank shall have duly executed and delivered this Amendment to Bank; |
4.2 | Reaffirmation of Guaranty. Radisys International LLC shall have duly executed and delivered a Reaffirmation of Guaranty substantially in the form of Exhibit A attached hereto; |
4.3 | Payment of Amendment Fee. Borrower shall have paid to Bank an amendment fee in the amount of $35,000; and |
4.4 | Payment of Bank Expenses. Borrower shall have paid all Bank Expenses (including all reasonable attorneys’ fees and reasonable expenses) incurred through the date of this Amendment. |
5. | COUNTERPARTS. This Amendment may be signed in any number of counterparts, and by different parties hereto in separate counterparts, with the same effect as if the signatures to each such counterpart were upon a single instrument. All counterparts shall be deemed an original of this Amendment. |
6. | INTEGRATION. This Amendment and any documents executed in connection herewith or pursuant hereto contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, offers and negotiations, oral or written, with respect thereto and no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding, if any, involving this Amendment; except that any financing statements or other agreements or instruments filed by Bank with respect to Borrower shall remain in full force and effect. This Amendment is a Loan Document. |
7. | GOVERNING LAW; VENUE. THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California. |
BORROWER: | ||
RADISYS CORPORATION | ||
By: | /s/ Allen Muhich | |
Printed Name: | Allen Muhich | |
Title: | Chief Financial Officer |
BANK: | ||
SILICON VALLEY BANK | ||
By: | /s/ Richard DaCosta | |
Printed Name: | Richard DaCosta | |
Title: | Director |
• | Revenue of $54.1 million; ATCA and Software-Solutions of $37.3 million accounted for 69% of total revenue. |
• | Third quarter Trillium software orders up 23% year over year and 82% sequentially. |
• | The Company’s Media Resource Function (MRF) product family is taking part in over 20 trials in support of our customers’ Voice over LTE (VoLTE) and Rich Communication Services (RCS) network deployments. |
• | Announces new partnership with Ennoconn Corporation to provide manufacturing services and enable the consolidation of the Company’s Asia Platform operations to Shenzhen, China contributing over $6 million in annual profit once complete. |
• | Market Penetration: |
◦ | In MRF, we remain on track to exceed 2013 design win goals and are now in trials with four different partners across 20 different carriers around the globe. |
◦ | In Trillium software, third quarter orders exceeded expectations increasing 23% year over year and 82% sequentially. Continued small cell deployments with our partners in Korea are demonstrating the commercial readiness of our small cell and overall LTE solutions. This proof point is leading to incremental opportunities and is expected to be a primary driver of both short and long term Trillium software revenue growth. |
◦ | In Platforms, we are seeing early traction with our NFV enabled products. We will share more detail on the functionality of these platforms as we begin official customer rollout in early 2014. |
• | Operational Efficiency - We remain on track to meet or beat the $20 million in cost reductions announced in July 2013: |
◦ | Our Shanghai design center has been closed and development work transitioned to our Shenzhen site; |
◦ | Our Ireland administrative office has been closed and the work transitioned to our Hillsboro headquarters; and |
◦ | We have reached agreement with Ennoconn Corporation to provide contract manufacturing services in Shenzhen enabling the closure of our Penang facility. This is the final step in consolidating our Asian Platform operations into a single Shenzhen site and will contribute $6 million of additional annual profit beginning in the third quarter of 2014.” |
• | Total GAAP Research and Development (R&D) and Selling, General and Administrative (SG&A) expenses were $22.0 million and non-GAAP R&D and SG&A expenses were $20.5 million. |
• | Cash and cash equivalents were $31.6 million at the end of the third quarter representing a $2.4 million sequential decrease from the second quarter. During the quarter, we paid $1.6 million in cash severance associated with our restructuring plans. |
• | On November 1, 2013, we amended our Silicon Valley Bank line of credit agreement which enables sufficient working capital flexibility to finish the Company’s transformation efforts. As of the end of the third quarter, our borrowing base was $27.2 million leaving $12.2 million unused and available. |
• | Revenue is expected to be between $44 million and $50 million. At the mid-point, the sequential decrease is primarily due to the timing of customer orders between the fourth quarter of 2013 and the first quarter of 2014 that adversely affects Q4 ATCA revenue. Additionally, we expect Software-Solutions revenue to remain relatively flat as we presently do not anticipate recognizing revenue on a number of new MRF programs due to various terms and conditions and engineering milestones that will not be met until 2014. |
• | Non-GAAP gross margin is expected to approximate 31% of sales. |
• | Non-GAAP R&D and SG&A expenses are expected to decrease to approximately $19 million. |
• | Non-GAAP net loss is expected to be between $0.12 and $0.24 per share. |
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Revenues | $ | 54,109 | $ | 63,725 | $ | 187,725 | $ | 216,796 | |||||||
Cost of sales: | |||||||||||||||
Cost of sales | 37,874 | 43,687 | 127,936 | 142,234 | |||||||||||
Amortization of purchased technology | 2,069 | 2,390 | 6,504 | 7,223 | |||||||||||
Gross margin | 14,166 | 17,648 | 53,285 | 67,339 | |||||||||||
Operating expenses: | |||||||||||||||
Research and development | 11,456 | 11,845 | 35,011 | 36,104 | |||||||||||
Selling, general and administrative | 10,522 | 11,793 | 31,145 | 33,966 | |||||||||||
Intangible assets amortization | 1,303 | 1,303 | 3,911 | 3,911 | |||||||||||
Impairment of goodwill | — | 29,748 | — | 29,748 | |||||||||||
Restructuring and acquisition-related charges, net | 2,881 | (2,717 | ) | 4,037 | (234 | ) | |||||||||
Loss from operations | (11,996 | ) | (34,324 | ) | (20,819 | ) | (36,156 | ) | |||||||
Interest expense | (300 | ) | (436 | ) | (913 | ) | (1,279 | ) | |||||||
Other income, net | 200 | 22 | 573 | 312 | |||||||||||
Loss before income tax expense | (12,096 | ) | (34,738 | ) | (21,159 | ) | (37,123 | ) | |||||||
Income tax expense | 624 | 373 | 2,230 | 1,496 | |||||||||||
Net loss | $ | (12,720 | ) | $ | (35,111 | ) | $ | (23,389 | ) | $ | (38,619 | ) | |||
Net loss per share: | |||||||||||||||
Basic | $ | (0.44 | ) | $ | (1.28 | ) | $ | (0.82 | ) | $ | (1.43 | ) | |||
Diluted (I),(II) | $ | (0.44 | ) | $ | (1.28 | ) | $ | (0.82 | ) | $ | (1.43 | ) | |||
Weighted average shares outstanding | |||||||||||||||
Basic | 28,931 | 27,534 | 28,692 | 26,985 | |||||||||||
Diluted (I),(II) | 28,931 | 27,534 | 28,692 | 26,985 |
(I) | For all periods presented, the computation of diluted earnings per share excludes the effects of the Company's 2013 and 2015 convertible senior notes, as they are anti-dilutive. |
(II) | For all periods presented, the computation of earnings per share excludes the effects of stock options, restricted stock units and escrow shares, as they are anti-dilutive. |
September 30, 2013 | December 31, 2012 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 31,559 | $ | 33,182 | |||
Accounts receivable, net | 42,496 | 51,881 | |||||
Inventories and inventory deposit, net | 26,221 | 28,907 | |||||
Other current assets | 10,799 | 12,018 | |||||
Total current assets | 111,075 | 125,988 | |||||
Property and equipment, net | 15,660 | 17,713 | |||||
Intangible assets, net | 59,869 | 70,284 | |||||
Other assets, net | 14,275 | 18,409 | |||||
Total assets | $ | 200,879 | $ | 232,394 | |||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 36,619 | $ | 41,191 | |||
Deferred income | 7,625 | 9,222 | |||||
Other accrued liabilities | 15,632 | 16,769 | |||||
Convertible senior notes, net | — | 16,919 | |||||
Line of credit | 15,000 | — | |||||
Total current liabilities | 74,876 | 84,101 | |||||
Convertible senior notes, net | 18,000 | 18,000 | |||||
Other long-term liabilities | 3,422 | 4,851 | |||||
Total liabilities | 96,298 | 106,952 | |||||
Shareholders' equity: | |||||||
Common stock | 307,722 | 303,724 | |||||
Accumulated deficit | (203,075 | ) | (179,686 | ) | |||
Accumulated other comprehensive income | (66 | ) | 1,404 | ||||
Total shareholders’ equity | 104,581 | 125,442 | |||||
Total liabilities and shareholders’ equity | $ | 200,879 | $ | 232,394 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands, unaudited) | |||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Cash flows from operating activities: | |||||||||||||||
Net loss | $ | (12,720 | ) | $ | (35,111 | ) | $ | (23,389 | ) | $ | (38,619 | ) | |||
Adjustments to reconcile net loss to net cash | |||||||||||||||
provided by operating activities: | |||||||||||||||
Depreciation and amortization | 5,480 | 5,340 | 16,586 | 16,448 | |||||||||||
Impairment of goodwill | — | 29,748 | — | 29,748 | |||||||||||
Stock-based compensation expense | 1,639 | 978 | 3,761 | 394 | |||||||||||
Write off of purchased computer software | — | — | 2,868 | — | |||||||||||
Net gain from sale of software assets | — | — | (1,532 | ) | — | ||||||||||
Other adjustments | (87 | ) | 961 | 58 | 2,458 | ||||||||||
Changes in operating assets and liabilities: | |||||||||||||||
Accounts receivable | 3,272 | (2,600 | ) | 9,943 | (2,328 | ) | |||||||||
Inventories and inventory deposit | (1,066 | ) | 510 | 2,027 | 4,722 | ||||||||||
Accounts payable | 101 | 2,916 | (4,860 | ) | 3,895 | ||||||||||
Deferred income | 1,070 | 170 | (1,673 | ) | (3,002 | ) | |||||||||
Other operating assets and liabilities | 1,116 | (3,538 | ) | 116 | (11,087 | ) | |||||||||
Net cash provided by (used in) operating activities | (1,195 | ) | (626 | ) | 3,905 | 2,629 | |||||||||
Cash flows from investing activities: | |||||||||||||||
Capital expenditures | (965 | ) | (3,264 | ) | (4,343 | ) | (9,095 | ) | |||||||
Purchase of long-term assets | — | (368 | ) | — | (368 | ) | |||||||||
Proceeds from sale of software assets | 25 | — | 1,107 | — | |||||||||||
Net cash used in investing activities | (940 | ) | (3,632 | ) | (3,236 | ) | (9,463 | ) | |||||||
Cash flows from financing activities: | |||||||||||||||
Borrowings on line of credit | — | — | 15,000 | — | |||||||||||
Repayment of convertible senior notes | — | (10,081 | ) | (16,919 | ) | (10,081 | ) | ||||||||
Proceeds from issuance of common stock | 208 | 290 | 626 | 1,100 | |||||||||||
Other financing activities, net | (370 | ) | (98 | ) | (783 | ) | (140 | ) | |||||||
Net cash used in financing activities | (162 | ) | (9,889 | ) | (2,076 | ) | (9,121 | ) | |||||||
Effect of exchange rate changes on cash and cash equivalents | (70 | ) | 123 | (216 | ) | 13 | |||||||||
Net decrease in cash and cash equivalents | (2,367 | ) | (14,024 | ) | (1,623 | ) | (15,942 | ) | |||||||
Cash and cash equivalents, beginning of period | 33,926 | 45,852 | 33,182 | 47,770 | |||||||||||
Cash and cash equivalents, end of period | $ | 31,559 | $ | 31,828 | $ | 31,559 | $ | 31,828 |
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||
North America | $ | 21,975 | 40.6 | % | $ | 22,036 | 34.6 | % | $ | 79,189 | 42.2 | % | $ | 77,987 | 36.0 | % | |||||||
Asia Pacific | 19,257 | 35.6 | 26,412 | 41.4 | 65,211 | 34.7 | 91,713 | 42.3 | |||||||||||||||
Europe, the Middle East and Africa | 12,877 | 23.8 | 15,277 | 24.0 | 43,325 | 23.1 | 47,096 | 21.7 | |||||||||||||||
Total | $ | 54,109 | 100.0 | % | $ | 63,725 | 100.0 | % | $ | 187,725 | 100.0 | % | $ | 216,796 | 100.0 | % |
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||
ATCA Platforms | $ | 27,744 | 51.3 | % | $ | 27,687 | 43.4 | % | $ | 94,284 | 50.2 | % | $ | 101,869 | 47.0 | % | |||||||
Software-Solutions | 9,563 | 17.7 | 11,584 | 18.2 | 33,824 | 18.0 | 39,746 | 18.3 | |||||||||||||||
COM Express and Rackmount Server | 13,380 | 24.7 | 13,861 | 21.8 | 42,225 | 22.5 | 37,963 | 17.5 | |||||||||||||||
Other Products | 3,422 | 6.3 | 10,593 | 16.6 | 17,392 | 9.3 | 37,218 | 17.2 | |||||||||||||||
Total Revenues | $ | 54,109 | 100.0 | % | $ | 63,725 | 100.0 | % | $ | 187,725 | 100.0 | % | $ | 216,796 | 100.0 | % |
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||
REVENUES: | |||||||||||||||||||||||
GAAP revenues | $ | 54,109 | $ | 63,725 | $ | 187,725 | $ | 216,796 | |||||||||||||||
(a) Purchase accounting adjustments | — | — | — | 300 | |||||||||||||||||||
Non-GAAP revenues | $ | 54,109 | $ | 63,725 | $ | 187,725 | $ | 217,096 | |||||||||||||||
GROSS MARGIN: | |||||||||||||||||||||||
GAAP gross margin | $ | 14,166 | 26.2 | % | $ | 17,648 | 27.7 | % | $ | 53,285 | 28.4 | % | $ | 67,339 | 31.1 | % | |||||||
(a) Purchase accounting adjustments | — | — | — | 300 | |||||||||||||||||||
(b) Amortization of acquired intangible assets | 2,069 | 2,390 | 6,504 | 7,223 | |||||||||||||||||||
(c) Stock-based compensation | 167 | 107 | 408 | (98 | ) | ||||||||||||||||||
(d) Restructuring and acquisition-related charges, net | — | — | — | 62 | |||||||||||||||||||
Non-GAAP gross margin | $ | 16,402 | 30.3 | % | $ | 20,145 | 31.6 | % | $ | 60,197 | 32.1 | % | $ | 74,826 | 34.5 | % | |||||||
RESEARCH AND DEVELOPMENT: | |||||||||||||||||||||||
GAAP research and development | $ | 11,456 | 21.2 | % | $ | 11,845 | 18.6 | % | $ | 35,011 | 18.7 | % | $ | 36,104 | 16.7 | % | |||||||
(c) Stock-based compensation | (361 | ) | (284 | ) | (844 | ) | (315 | ) | |||||||||||||||
Non-GAAP research and development | $ | 11,095 | 20.5 | % | $ | 11,561 | 18.1 | % | $ | 34,167 | 18.2 | % | $ | 35,789 | 16.5 | % | |||||||
SELLING, GENERAL AND ADMINISTRATIVE: | |||||||||||||||||||||||
GAAP selling, general and administrative | $ | 10,522 | 19.4 | % | $ | 11,793 | 18.5 | % | $ | 31,145 | 16.6 | % | $ | 33,966 | 15.7 | % | |||||||
(c) Stock-based compensation | (1,111 | ) | (587 | ) | (2,509 | ) | (177 | ) | |||||||||||||||
Non-GAAP selling, general and administrative | $ | 9,411 | 17.4 | % | $ | 11,206 | 17.6 | % | $ | 28,636 | 15.3 | % | $ | 33,789 | 15.6 | % | |||||||
INCOME (LOSS) FROM OPERATIONS: | |||||||||||||||||||||||
GAAP income (loss) from operations | $ | (11,996 | ) | (22.2 | )% | $ | (34,324 | ) | (53.9 | )% | $ | (20,819 | ) | (11.1 | )% | $ | (36,156 | ) | (16.7 | )% | |||
(a) Purchase accounting adjustments | — | — | — | 300 | |||||||||||||||||||
(b) Amortization of acquired intangible assets | 3,372 | 3,693 | 10,415 | 11,134 | |||||||||||||||||||
(c) Stock-based compensation | 1,639 | 978 | 3,761 | 394 | |||||||||||||||||||
(d) Restructuring and acquisition-related charges, net | 2,881 | (2,717 | ) | 4,037 | (172 | ) | |||||||||||||||||
(e) Impairment of goodwill | — | 29,748 | — | 29,748 | |||||||||||||||||||
Non-GAAP income from operations | $ | (4,104 | ) | (7.6 | )% | $ | (2,622 | ) | (4.1 | )% | $ | (2,606 | ) | (1.4 | )% | $ | 5,248 | 2.4 | % | ||||
NET INCOME (LOSS): | |||||||||||||||||||||||
GAAP net income (loss) | $ | (12,720 | ) | (23.5 | )% | $ | (35,111 | ) | (55.1 | )% | $ | (23,389 | ) | (12.5 | )% | $ | (38,619 | ) | (17.8 | )% | |||
(a) Purchase accounting adjustments | — | — | — | 300 | |||||||||||||||||||
(b) Amortization of acquired intangible assets | 3,372 | 3,693 | 10,415 | 11,134 | |||||||||||||||||||
(c) Stock-based compensation | 1,639 | 978 | 3,761 | 394 | |||||||||||||||||||
(d) Restructuring and acquisition-related charges, net | 2,881 | (2,717 | ) | 4,037 | (172 | ) | |||||||||||||||||
(e) Impairment of goodwill | — | 29,748 | — | 29,748 | |||||||||||||||||||
(f) Income taxes | 233 | 45 | 1,206 | 690 | |||||||||||||||||||
Non-GAAP net income | $ | (4,595 | ) | (8.5 | )% | $ | (3,364 | ) | (5.3 | )% | $ | (3,970 | ) | (2.1 | )% | $ | 3,475 | 1.6 | % | ||||
GAAP weighted average diluted shares | 28,931 | 27,534 | 28,692 | 26,985 | |||||||||||||||||||
Escrow shares | — | — | — | 1,146 | |||||||||||||||||||
Dilutive equity awards included in | |||||||||||||||||||||||
non-GAAP earnings per share | — | — | — | 792 | |||||||||||||||||||
Convertible senior notes dilutive shares (I) | — | — | — | — | |||||||||||||||||||
Non-GAAP weighted average diluted shares (I) | 28,931 | 27,534 | 28,692 | 28,923 | |||||||||||||||||||
GAAP net loss per share (diluted) | $ | (0.44 | ) | $ | (1.28 | ) | $ | (0.82 | ) | $ | (1.43 | ) | |||||||||||
Non-GAAP adjustments detailed above | 0.28 | 1.16 | 0.68 | 1.55 | |||||||||||||||||||
Non-GAAP net income per share (diluted) (I) | $ | (0.16 | ) | $ | (0.12 | ) | $ | (0.14 | ) | $ | 0.12 |
Three Months Ended | ||||||||
December 31, 2013 | ||||||||
Low End | High End | |||||||
GAAP net loss | $ | (16.6 | ) | $ | (11.9 | ) | ||
(b) Amortization of acquired intangible assets | 3.4 | 3.4 | ||||||
(c) Stock-based compensation | 1.1 | 1.1 | ||||||
(d) Restructuring and acquisition-related charges, net | 4.0 | 3.0 | ||||||
(f) Income taxes | 1.1 | 0.8 | ||||||
Total adjustments | 9.6 | 8.3 | ||||||
Non-GAAP net loss | $ | (7.0 | ) | $ | (3.6 | ) | ||
GAAP weighted average shares | 29,105 | 29,105 | ||||||
Non-GAAP adjustments | — | — | ||||||
Non-GAAP weighted average shares (diluted) (I) | 29,105 | 29,105 | ||||||
GAAP net loss per share | $ | (0.57 | ) | $ | (0.41 | ) | ||
Non-GAAP adjustments detailed above | 0.33 | 0.29 | ||||||
Non-GAAP net loss per share (diluted) (I) | $ | (0.24 | ) | $ | (0.12 | ) |
(I) | For the three months ended December 31, 2013 guidance for the diluted earnings per share calculation excludes the effects of the shares underlying our convertible senior notes as the inclusion would be anti-dilutive. |
Estimates at the midpoint of the guidance range | |||
Three Months Ended | |||
December 31, 2013 | |||
GAAP | 26.4 | % | |
(b) Amortization of acquired intangible assets | 4.4 | ||
(c) Stock-based compensation | 0.3 | ||
Non-GAAP | 31.1 | % |
Estimates at the midpoint of the guidance range | ||||
Three Months Ended | ||||
December 31, 2013 | ||||
GAAP | $ | 20.0 | ||
(c) Stock-based compensation | (1.0 | ) | ||
Non-GAAP | $ | 19.0 |
Estimates at the midpoint of the guidance range | ||||
For the Year Ended | ||||
December 31, 2014 | ||||
GAAP | $ | 74.1 | ||
(c) Stock-based compensation | (4.1 | ) | ||
Non-GAAP | $ | 70.0 |
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