8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 10, 2014

RADISYS CORPORATION

(Exact name of registrant as specified in its charter)

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)

Registrant's telephone number, including area code: (503) 615-1100

No Change

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On February 10, 2014, Radisys Corporation (the “Company” or “Radisys”) entered into Amendment No. 2 (the “Amendment”) to the Second Amended and Restated Loan and Security Agreement between the Company and Silicon Valley Bank (“SVB”) dated July 29, 2013 (as amended, the “Credit Agreement”). The Amendment revises the minimum two quarter rolling EBITDA financial covenant to ($4.0) million for the quarter ended December 31, 2013.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

The information in this Item 2.02 and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or any proxy statement or report or other document we may file with the Securities Exchange Commission (“SEC”), regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such filing.

On February 11, 2014, the Company issued a press release announcing its results for the fiscal year ended December 31, 2013. A copy of the press release is attached hereto as Exhibit 99.1.

The Company's press release and accompanying presentation contain forward-looking statements, including statements about the Company's business strategy, financial outlook and expectations for the first quarter of 2014 and fiscal 2014 and statements related to timing of revenue recognition, expected customer orders, expense savings or reductions, operational and administrative efficiencies, revenue growth, margin improvement, financial performance and other attributes of the Company. These forward-looking statements are based on the Company's expectations and assumptions, as of the date such statements are made, regarding the Company's future operating performance and financial condition, the economy and other future events or circumstances. 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 Company's use of a single contract manufacturer for a significant portion of the production of our products, including the success of transitioning contract manufacturing partners, (c) the anticipated amount and timing of revenues from design wins due to the Company's customers' product development time, cancellations or delays, (d) matters affecting the embedded systems industry, including changes in industry standards, changes in customer requirements and new product introductions, (e) fluctuations in currency exchange rates, changes in tariff and trade policies and other risks associated with foreign operations, (f) actions by regulatory agencies and other third parties, (g) the Company's ability to successfully manage the transition from 10G to 40G ATCA product technologies, (h) the ability of the Company to successfully complete any restructuring, acquisition or divestiture activities, (i) cash generation and (j) other factors listed in the Company's 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, 2012 and in Radisys' subsequent Quarterly Reports on Form 10-Q, copies of which may be obtained by contacting the Company at 503-615-1100, from the Company's investor relations web site at http://investor.radisys.com/, or at the SEC's website at http://www.sec.gov. 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. Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. The Company believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein or in the press release will be achieved. All information in the press release is as of February 11, 2014. 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.

To supplement its 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) purchase accounting adjustments, (b) amortization of acquired intangible assets, (c) stock-based compensation expense, (d) restructuring and acquisition-related charges (reversals), net, (e) impairment of goodwill, (f) sale of land and (g) non-cash income tax expense. 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.

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 table set forth in the press release. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Amendment No. 2 to the Second Amended and Restated Loan and Security Agreement, dated February 10, 2014, between Radisys Corporation and Silicon Valley Bank
99.1	Fourth Quarter 2013 Earnings Release, dated February 11, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		RADISYS CORPORATION
Date:	February 11, 2014	By:	/s/ Allen Muhich
			Allen Muhich
			Chief Financial Officer and Vice President of Finance (Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit Number	Description
10.1	Amendment No. 2 to the Second Amended and Restated Loan and Security Agreement, dated February 10, 2014, between Radisys Corporation and Silicon Valley Bank
99.1	Fourth Quarter 2013 Earnings Release, dated February 11, 2014

EX-10.1

Exhibit 10.1

AMENDMENT NO. 2

TO

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of February 10, 2014, by and among RADISYS CORPORATION, an Oregon corporation (“Borrower”), and SILICON VALLEY BANK (“Bank”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).

BACKGROUND

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.

AGREEMENT

NOW, THEREFORE, in light of the foregoing background and intending to be legally bound, the parties hereto agree as follows:

1. AMENDMENTS TO THE LOAN AGREEMENT.

1.1 SECTION 6.7 (FINANCIAL COVENANTS). Subsections (a) (Minimum EBITDA) of Section 6.7 of the Loan Agreement is hereby amended and restated in their entirety and replaced with the following:

“(a)    Minimum EBITDA. For the two quarters completed at each quarter ending indicated below, EBITDA greater than the amount set forth below opposite such period:

Two Quarters Ending	Minimum EBITDA
September 30, 2013	$2,000,000
December 31, 2013	-$4,000,000
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 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 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 commercially reasonable manner its relationships with such Borrower in connection with this Amendment and in connection with the Loan Documents.

Borrower understands and acknowledges that Bank is entering into this Amendment in reliance upon, and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate.

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 December 31, 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 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.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.

BORROWER:
RADISYS CORPORATION
By:	/s/ Allen Muhich
Printed Name:	Allen Muhich
Title:	Chief Financial Officer

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.

BANK:
SILICON VALLEY BANK
By:	/s/ Alina Zinchik
Printed Name:	Alina Zinchik
Title:	Vice President

EX-99.1

Exhibit 99.1

    NEWS RELEASE

For more information, contact:

Allen Muhich

Chief Financial Officer

503-615-1616

allen.muhich@radisys.com

RADISYS REPORTS FOURTH QUARTER RESULTS

HILLSBORO, OR - February 11, 2014 - Radisys Corporation (NASDAQ: RSYS), a market leader providing wireless infrastructure solutions for telecom, aerospace and defense applications, announced fourth quarter 2013 revenues of $50.1 million and a GAAP net loss of $26.0 million or $0.89 per diluted share. Included in the fourth quarter results is $12.5 million of non-cash tax expense that results from the recognition of a valuation allowance against certain of the Company’s foreign deferred tax assets. Fourth quarter non-GAAP net loss was $6.0 million or $0.21 per diluted share and includes a $2.0 million non-cash charge associated with excess inventory resulting from a product end-of-life transition.

Commenting on the fourth quarter results and the Company’s strategic progress, Brian Bronson, Radisys' President and Chief Executive Officer stated, “Our fourth quarter revenue and profitability were in-line with the expectations we set back in November. We delivered revenue near the top end of the range while at the same time making meaningful progress on our strategic transformation and cost reduction initiatives that will enable us to return to non-GAAP profitability and positive cash flow in the second half of 2014 while at the same time being able to continue to invest in our core focus areas. These strategic and operational objectives include:

• Market Penetration:

◦ Our Media Resource Function providing Voice over LTE and other media processing applications exceeded our full year expectations in terms of both design wins and customer shipments. Our MPX-12000 and MPX-OS (virtualized software only) products are now in 21 trials with our partner’s customers around the globe.

◦ LTE software and solutions second half 2013 orders exceeded expectations, increasing 80% compared to the first half of 2013.

◦ In Platforms, customer interest in our network function virtualization (NFV) enabled products continues to accelerate as we add additional software capabilities to next generation hardware enabling exponentially greater functionality within the same cost effective footprint.

• Operational Efficiency - We remain on track to exceed our previously announced cost reduction initiatives that will enable 2014 operating expenses of between $65 million and $70 million.

◦ Additionally, our contract manufacturing transfer to Ennoconn Corporation continues to progress well and will enable the closure of our Penang facility. This is the final step towards consolidating our Asian Platforms operations into a single Shenzhen site and will contribute at least $6 million of additional cost savings beginning in the third quarter of 2014.”

Other Fourth Quarter Financial Highlights

• Total GAAP Research and Development (R&D) and Selling, General and Administrative (SG&A) expenses were $20.1 million and non-GAAP R&D and SG&A expenses were $18.7 million representing a $1.8 million sequential reduction resulting from our previously announced cost reduction initiatives.

• Cash and cash equivalents were $25.5 million at the end of the fourth quarter representing a $6.1 million sequential decrease from the third quarter. During the quarter, we paid $2.1 million in cash severance associated with our restructuring plans.

• On February 10, 2014, we amended our Silicon Valley Bank line of credit agreement to enable sufficient working capital flexibility to complete the Company’s transformation efforts. As of the end of the fourth quarter, our borrowing base was $22.9 million leaving $7.9 million unused and available.

1

2014 Outlook

• First quarter revenue is expected to be between $40 million and $46 million. At the mid-point, the sequential decrease is primarily due to the timing of MRF revenue combined with anticipated reductions in COMe/RMS and Other Legacy revenue resulting from our decisions to manage certain products for cash.

• Non-GAAP gross margin is expected to approximate 33% of sales.

• Non-GAAP R&D and SG&A expenses are expected to decrease to approximately $17.5 million.

• Non-GAAP net loss is expected to be between ($0.18) and ($0.06) per share.

Mr. Bronson continued, “As a result of the strategic focus, significant operational improvements, and fundamental restructuring and streamlining of the company, we are positioned to return to non-GAAP profitability and positive cash flow in the second half of 2014. Our core focus areas moving into 2014 remain software rich, vertically integrated products that include: media processing, LTE network protocols, solutions and services and our NFV enabled systems and appliance products. We have never had more differentiated products for our sales team to sell than we have available right now. Our 2014 full year outlook is for revenue of between $200 million and $220 million and non-GAAP earnings per share of between $0.15 and $0.30, with an annualized 2014 exit rate of approximately $0.70.”

Conference Call and Webcast Information

Radisys will host a conference call on Tuesday, February 11, 2014 at 5:00 p.m. ET to discuss its fourth quarter 2013 results and 2014 financial and business outlook.

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 # 57768148.  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. on Tuesday, February 25, 2014. To access the replay, dial 855-859-2056 or 404-537-3406 and reference conference ID# 57768148.  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, financial outlook and expectations for the first quarter and fiscal year 2014 and statements related to expense savings or reductions, operational and administrative efficiencies, revenue growth, margin improvement, financial performance and other attributes of the Company. These forward-looking statements are based on the Company's expectations and assumptions, as of the date such statements are made, regarding the Company's future operating performance and financial condition, the economy and other future events or circumstances. 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 Company's use of one contract manufacturer for a significant portion of the production of its products, including the success of transitioning contract manufacturing partners, (c) the anticipated amount and timing of revenues from design wins due to the Company's customers' product development time, cancellations or delays, (d) matters affecting the embedded system industry, including changes in industry standards, changes in customer requirements and new product introductions, (e) actions by regulatory authorities or other third parties, (f) cash generation, (g) changes in tariff and trade policies and other risks associated with foreign operations, (h) fluctuations in currency exchange rates, (i) the ability of the Company to successfully complete any restructuring, acquisition or divestiture activities, (j) the Company's ability to successfully manage the transition from 10G to 40G ATCA product technologies, and (k) other factors listed in the Company's 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, 2012, copies of which may be obtained by contacting the Company at 503-615-1100, from the Company's investor relations web site at http://investor.radisys.com/, or at the SEC's website at http://www.sec.gov. 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. Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. The Company believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved.

2

All information in this press release is as of February 11, 2014. 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 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) purchase accounting adjustments, (b) amortization of acquired intangible assets, (c) stock-based compensation expense, (d) restructuring and acquisition-related charges (reversals), net, (e) impairment of goodwill, (f) sale of land and (g) non-cash income tax expense. 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.

The non-GAAP financial information is presented using a 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 market leader enabling wireless infrastructure solutions for telecom, aerospace, and defense applications. Radisys' market-leading ATCA, MRF (Media Resource Function), COM Express, and Network Appliance platforms coupled with Trillium Software and services enable customers to bring high-value products and services to market faster with lower investment and risk.

Radisys® and Trillium® are registered trademarks of Radisys.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts, unaudited)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2013			2012			2013			2012
Revenues	$	50,138		$	69,300		$	237,863		$	286,096
Cost of sales:
Cost of sales	37,230			46,279			165,166			188,513
Amortization of purchased technology	2,055			2,321			8,559			9,544
Gross margin	10,853			20,700			64,138			88,039
Operating expenses:
Research and development	9,989			11,635			45,000			47,739
Selling, general and administrative	10,065			11,234			41,210			45,200
Intangible assets amortization	1,304			1,304			5,215			5,215
Impairment of goodwill	—			—			—			29,748
Restructuring and other charges, net	3,442			117			7,479			(117		)
Loss from operations	(13,947		)	(3,590		)	(34,766		)	(39,746		)
Interest expense	(307		)	(443		)	(1,220		)	(1,722		)
Other income, net	964			272			1,537			584
Loss before income tax expense	(13,290		)	(3,761		)	(34,449		)	(40,884		)
Income tax expense	12,725			1,094			14,955			2,590
Net loss	$	(26,015	)	$	(4,855	)	$	(49,404	)	$	(43,474	)
Net loss per share:
Basic	$	(0.89	)	$	(0.18	)	$	(1.72	)	$	(1.60	)
Diluted	$	(0.89	)	$	(0.18	)	$	(1.72	)	$	(1.60	)
Weighted average shares outstanding
Basic	29,150			27,738			28,805			27,174
Diluted	29,150			27,738			28,805			27,174

4

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)

	December 31, 2013			December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	25,482		$	33,182
Accounts receivable, net	41,359			51,289
Inventories and inventory deposit, net	25,409			28,907
Other current assets	8,443			12,610
Total current assets	100,693			125,988
Property and equipment, net	14,854			17,713
Intangible assets, net	56,510			70,284
Other assets, net	4,128			18,409
Total assets	$	176,185		$	232,394
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	35,081		$	41,191
Deferred income	8,167			9,222
Other accrued liabilities	15,525			16,769
Convertible senior notes, net	—			16,919
Line of credit	15,000			—
Total current liabilities	73,773			84,101
Convertible senior notes, net	18,000			18,000
Other long-term liabilities	3,276			4,851
Total liabilities	95,049			106,952
Shareholders' equity:
Common stock	309,370			303,724
Accumulated deficit	(229,090		)	(179,686		)
Accumulated other comprehensive income	856			1,404
Total shareholders’ equity	81,136			125,442
Total liabilities and shareholders’ equity	$	176,185		$	232,394

5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands, unaudited)
	Three Months Ended						Year Ended
	December 31,						December 31,
	2013			2012			2013			2012
Cash flows from operating activities:
Net loss	$	(26,015	)	$	(4,855	)	$	(49,404	)	$	(43,474	)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization	5,162			5,675			21,748			22,475
Impairment of goodwill	—			—			—			29,748
Stock-based compensation expense	1,537			997			5,298			1,391
Deferred tax valuation allowance	12,476			—			12,476			—
Net gain from sale of software assets	—			—			(1,532		)	—
Net gain on sale of property held for sale	(771		)	—			(771		)	—
Write off of purchased computer software	—			—			2,868			—
Other adjustments	4,277			1,524			4,335			4,273
Changes in operating assets and liabilities:
Accounts receivable	1,176			(364		)	11,119			(2,082		)
Inventories and inventory deposit	(1,870		)	441			157			4,520
Accounts payable	(1,153		)	(177		)	(6,013		)	3,718
Deferred income	528			269			(1,145		)	(2,733		)
Other operating assets and liabilities	(1,343		)	(528		)	(1,227		)	(12,225		)
Net cash provided by (used in) operating activities	(5,996		)	2,982			(2,091		)	5,611
Cash flows from investing activities:
Capital expenditures	(1,704		)	(1,997		)	(6,047		)	(11,092		)
Proceeds from sale of land held for sale	1,415			—			1,415			—
Proceeds from sale of software assets	30			—			1,137			—
Other investing activities	—			300			—			(68		)
Net cash used in investing activities	(259		)	(1,697		)	(3,495		)	(11,160		)
Cash flows from financing activities:
Borrowings on line of credit	—			—			15,000			—
Repayment of convertible senior notes	—			—			(16,919		)	(10,081		)
Proceeds from issuance of common stock	180			172			806			1,272
Other financing activities, net	(138		)	(73		)	(921		)	(213		)
Net cash provided by (used in) financing activities	42			99			(2,034		)	(9,022		)
Effect of exchange rate changes on cash and cash equivalents	136			(30		)	(80		)	(17		)
Net decrease in cash and cash equivalents	(6,077		)	1,354			(7,700		)	(14,588		)
Cash and cash equivalents, beginning of period	31,559			31,828			33,182			47,770
Cash and cash equivalents, end of period	$	25,482		$	33,182		$	25,482		$	33,182

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REVENUES BY GEOGRAPHY

(In thousands, unaudited)

	Three Months Ended								Year Ended
	December 31,								December 31,
	2013				2012				2013				2012
North America	$	24,633	49.1	%	$	31,180	45.0	%	$	103,822	43.6	%	$	109,168	38.2	%
Asia Pacific	16,319		32.6		24,837		35.8		81,530		34.3		116,549		40.7
Europe, the Middle East and Africa	9,186		18.3		13,283		19.2		52,511		22.1		60,379		21.1
Total	$	50,138	100.0	%	$	69,300	100.0	%	$	237,863	100.0	%	$	286,096	100.0	%

REVENUES BY PRODUCT GROUP

(In thousands, unaudited)

	Three Months Ended								Year Ended
	December 31,								December 31,
	2013				2012				2013				2012
ATCA Platforms	$	22,253	44.4	%	$	34,703	50.1	%	$	116,537	49.0	%	$	136,572	47.7	%
Software-Solutions	11,110		22.2		12,919		18.6		44,934		18.9		52,666		18.4
COM Express and Rackmount Server	13,794		27.5		11,575		16.7		56,019		23.6		49,538		17.3
Other Products	2,981		5.9		10,103		14.6		20,373		8.5		47,320		16.5
Total Revenues	$	50,138	100.0	%	$	69,300	100.0	%	$	237,863	100.0	%	$	286,096	100.0	%

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RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES AND AS A PERCENT OF REVENUES

(In thousands, except per share amounts, unaudited)

	Three Months Ended										Year Ended
	December 31,										December 31,
	2013					2012					2013					2012
REVENUES:
GAAP revenues	$	50,138				$	69,300				$	237,863				$	286,096
(a) Purchase accounting adjustments	—					—					—					300
Non-GAAP revenues	$	50,138				$	69,300				$	237,863				$	286,396
GROSS MARGIN:
GAAP gross margin	$	10,853		21.6	%	$	20,700		29.9	%	$	64,138		27.0	%	$	88,039		30.8	%
(a) Purchase accounting adjustments	—					—					—					300
(b) Amortization of acquired intangible assets	2,054					2,321					8,558					9,544
(c) Stock-based compensation	142					123					550					25
(d) Restructuring and other charges, net	217					—					217					62
Non-GAAP gross margin	$	13,266		26.5	%	$	23,144		33.4	%	$	73,463		30.9	%	$	97,970		34.2	%
RESEARCH AND DEVELOPMENT:
GAAP research and development	$	9,989		19.9	%	$	11,635		16.8	%	$	45,000		18.9	%	$	47,739		16.7	%
(c) Stock-based compensation	(327		)			(286		)			(1,170		)			(601		)
Non-GAAP research and development	$	9,662		19.3	%	$	11,349		16.4	%	$	43,830		18.4	%	$	47,138		16.5	%
SELLING, GENERAL AND ADMINISTRATIVE:
GAAP selling, general and administrative	$	10,065		20.1	%	$	11,234		16.2	%	$	41,210		17.3	%	$	45,200		15.8	%
(c) Stock-based compensation	(1,068		)			(588		)			(3,578		)			(765		)
Non-GAAP selling, general and administrative	$	8,997		17.9	%	$	10,646		15.4	%	$	37,632		15.8	%	$	44,435		15.5	%
INCOME (LOSS) FROM OPERATIONS:
GAAP loss from operations	$	(13,947	)	(27.8	)%	$	(3,590	)	(5.2	)%	$	(34,766	)	(14.6	)%	$	(39,746	)	(13.9	)%
(a) Purchase accounting adjustments	—					—					—					300
(b) Amortization of acquired intangible assets	3,358					3,625					13,773					14,759
(c) Stock-based compensation	1,537					997					5,298					1,391
(d) Restructuring and other charges, net	3,659					117					7,696					(55		)
(e) Impairment of goodwill	—					—					—					29,748
Non-GAAP income (loss) from operations	$	(5,393	)	(10.8	)%	$	1,149		1.7	%	$	(7,999	)	(3.4	)%	$	6,397		2.2	%
NET INCOME (LOSS):
GAAP net loss	$	(26,015	)	(51.9	)%	$	(4,855	)	(7.0	)%	$	(49,404	)	(20.8	)%	$	(43,474	)	(15.2	)%
(a) Purchase accounting adjustments	—					—					—					300
(b) Amortization of acquired intangible assets	3,358					3,625					13,773					14,759
(c) Stock-based compensation	1,537					997					5,298					1,391
(d) Restructuring and other charges, net	3,659					117					7,696					(55		)
(e) Impairment of goodwill	—					—					—					29,748
(f) Gain of sale of land held for sale	(771		)			—					(771		)			—
(g) Income taxes	12,220					1,013					13,429					1,703
Non-GAAP net income (loss)	$	(6,012	)	(12.0	)%	$	897		1.3	%	$	(9,979	)	(4.2	)%	$	4,372		1.5	%
GAAP weighted average diluted shares	29,150					27,738					28,805					27,174
Escrow shares	—					672					—					1,028
Dilutive equity awards included in
non-GAAP earnings per share	—					729					—					776
Non-GAAP weighted average diluted shares	29,150					29,139					28,805					28,978
GAAP net loss per share (diluted)	$	(0.89	)			$	(0.18	)			$	(1.72	)			$	(1.60	)
Non-GAAP adjustments detailed above	0.68					0.21					1.37					1.75
Non-GAAP net income (loss) per share (diluted)	$	(0.21	)			$	0.03				$	(0.35	)			$	0.15

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RECONCILIATION OF GAAP TO NON-GAAP GUIDANCE

NET INCOME (LOSS) PER SHARE

(In millions, except per share amounts, unaudited)

	Three Months Ended						For the Year Ended
	March 31, 2014						December 31, 2014
	Low End			High End			Low End			High End
GAAP net loss	$	(12.2	)	$	(8.7	)	$	(20.8	)	$	(16.3	)
(b) Amortization of acquired intangible assets	3.4			3.4			13.4			13.4
(c) Stock-based compensation	1.6			1.6			6.6			6.6
(d) Restructuring and other charges, net	1.3			1.3			3.0			3.0
(g) Income taxes	0.7			0.7			2.4			2.4
Total adjustments	7.0			7.0			25.4			25.4
Non-GAAP net loss	$	(5.2	)	$	(1.7	)	$	4.6		$	9.1
GAAP weighted average shares	29,350			29,350			29,600			29,600
Non-GAAP adjustments	—			—			1,000			1,000
Non-GAAP weighted average shares (diluted) (I)	29,350			29,350			30,600			30,600
GAAP net loss per share	$	(0.42	)	$	(0.30	)	$	(0.70	)	$	(0.55	)
Non-GAAP adjustments detailed above	0.24			0.24			0.85			0.85
Non-GAAP net loss per share (diluted) (I)	$	(0.18	)	$	(0.06	)	$	0.15		$	0.30

(I) For all the periods the diluted earnings per share calculation excludes the effects of the shares underlying our convertible senior notes as the inclusion would be anti-dilutive.

RECONCILIATION OF GAAP TO NON-GAAP GUIDANCE

GROSS MARGIN

(unaudited)

	Estimates at the midpoint of the guidance range
	Three Months Ended
	March 31, 2014
GAAP	28.0	%
(b) Amortization of acquired intangible assets	4.8
(c) Stock-based compensation	0.2
Non-GAAP	33.0	%

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
	Three Months Ended
	March 31, 2014
GAAP	$	18.9
(c) Stock-based compensation	(1.4		)
Non-GAAP	$	17.5

The Company excludes the following expenses, reversals, gains and losses from its non-GAAP financial measures, when applicable:

(a) Purchase accounting adjustments: Purchase accounting adjustments consistof the impact to revenues and cost of sales associated with adjusting deferred revenue and inventories of acquired companies to fair value. For deferred revenue, as is the case with our existing business, at the time of acquisition, the acquired business recorded deferred revenue related to past transactions for

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which revenue would have been recognized by the acquired entity in future periods as revenue recognition criteria were satisfied. However, purchase accounting rules require us to write down a portion of this deferred revenue to its then current fair value, which is equivalent to the cost to complete the outstanding obligations required to earn the deferred revenue plus a reasonable margin. Consequently, in post-acquisition periods, we do not recognize the full amount of this deferred revenue. When measuring the performance of our business, however, we add back non-GAAP revenue associated with deferrals for which no future obligations existed as well as obligations we assumed to provide maintenance or support to customers of the acquired business that wereexcluded as a result of these purchase accounting adjustments. We believe that the non-GAAP revenue disclosures enhance investors' ability to conduct period-over-period analyses of our results that reflect the full impact of the acquired business's results together with the results from our pre-existing products and services.

In addition, the non-GAAP financial results exclude the impact to cost of sales from the markup of inventories required by GAAP as part of the fair value adjustments required under purchase accounting for business combinations. This results from markingthe acquired company's inventory to fair value at the time of acquisition. This charge is not factored into management's evaluation of potential acquisitions or our performance after completion of acquisitions, because it is not related to our core operating performance, and the frequency and amount of this type of charge can vary significantly based on the size and timing of our acquisitions. Excluding this data provides investors with a basis to compare the company against the performance of other companies without this variability.

(b) 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 acquisitions of Continuous Computing, Convedia, MCPD and Pactolus. 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. 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.

(c) Stock-based compensation: Stock-based compensation consists of expenses recorded under GAAP, 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 the applicable GAAP surrounding share based payments; 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.

(d) Restructuring and other charges, net: Restructuring and other charges, net relates to costs associated with non-recurring events. These include costs incurred for employee severance, acquisition or divestiture activities, excess facility costs, certain legal costs, asset related charges and other expenses associated with business restructuring activities. Restructuring and other charges are excluded from non-GAAP financial measures because they are not considered core operating activities. Although the Company has engaged in various restructuring activities over the past several years, each has been a discrete event based on a unique set of business objectives. The Company does not engage in restructuring activities in the ordinary course of business. As such, the Company believes it is appropriate to exclude restructuring charges from its non-GAAP financial measures because it enhances the ability of investors to compare the Company's period-over-period operating results.

(e) Impairment of goodwill: 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.

(f) Sale of land: Gain realized when the Company sold a parcel of land that it owned during the three months ended December 31, 2013. This is excluded from non-GAAP results as the Company does not buy and sell land in the normal course of business. We believe this exclusion enhances the ability of investors to compare the Company's period-over-period operating results.

(g) Income taxes: Non-GAAP income tax expense is equal to the Company's projected cash tax expense. Adjustments to GAAP income tax expense are required to eliminate the recognition of tax expense from profitable entities where we utilize deferred tax assets to offset current period tax liabilities. We believe that providing this non-GAAP figure is useful to our investors as it more closely represents the true economic impact of our tax positions.

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