0000873044-15-000086.txt : 20150728 0000873044-15-000086.hdr.sgml : 20150728 20150728161156 ACCESSION NUMBER: 0000873044-15-000086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150728 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150728 DATE AS OF CHANGE: 20150728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADISYS CORP CENTRAL INDEX KEY: 0000873044 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 930945232 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26844 FILM NUMBER: 151009823 BUSINESS ADDRESS: STREET 1: 5435 NE DAWSON CREEK DR CITY: HILLSBORO STATE: OR ZIP: 97124 BUSINESS PHONE: 5036151100 MAIL ADDRESS: STREET 1: 5435 NE DAWSON CREEK DRIVE CITY: HILLSBORO STATE: OR ZIP: 97124 8-K 1 a06302015earningsrelease8-k.htm 8-K 06.30.2015 Earnings Release 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): July 28, 2015



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 2.02 Results of Operations and Financial Condition.

The information in this Item 2.02 and the Exhibit 99.1 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 July 28, 2015, the Company issued a press release announcing its results for the fiscal quarter ended June 30, 2015. A copy of this press release is attached hereto as Exhibit 99.1.

This press release contains forward-looking statements, including statements about the Company's business strategy, changes in reporting segments, financial outlook and expectations for 2015 and for the second quarter of 2015 and statements related to revenue and gross margins from our respective segments and product lines, investments in future growth, expense savings or reductions, increased profitability, product line focus, 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, customer requirements, outcome of product trials, 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) customer implementation of traffic management solutions, (b) the outcome of product trials, (c) the market success of customers’ products and solutions, (d) the development and transition of new products and solutions, (e) the enhancement of existing products and solutions to meet customer needs and respond to emerging technological trends, (f) the Company's dependence on certain customers and high degree of customer concentration, (g) 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, (h) the anticipated amount and timing of revenues from design wins due to the Company's customers' product development time, cancellations or delays, (i) matters affecting the software and embedded systems industry, including changes in industry standards, changes in customer requirements and new product introductions, (j) actions by regulatory authorities or other third parties, (k) cash generation, (l) changes in tariff and trade policies and other risks associated with foreign operations, (m) fluctuations in currency exchange rates, (n) the ability of the Company to successfully complete any restructuring, acquisition or divestiture activities, (o) risks relating to fluctuations in the Company’s operating results, the uncertainty of revenues and profitability and the potential need to raise additional funding and (p) 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, 2014, 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. All information in this press release is as of July 28, 2015. 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) amortization of acquired intangible assets, (b) stock-based compensation expense, (c) restructuring and other charges (reversals), net, (d) non-cash income tax expense, (e) gain on life insurance asset and (f) gain on sale of land held for sale. 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.



Item 9.01 Financial Statements and Exhibit.

(d) Exhibit

Exhibit Number
 
Description
99.1
 
Second Quarter 2015 Earnings Release, dated July 28, 2015






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 thereunto duly authorized.

 
 
 
RADISYS CORPORATION
Date:
July 28, 2015
 
By:
/s/ Jonathan Wilson
 
 
 
 
Jonathan Wilson

 
 
 
 
Chief Financial Officer and Vice President of Finance (Principal Financial and Accounting Officer)







EXHIBIT INDEX
Exhibit Number
 
Description
99.1
 
Press Release, dated July 28, 2015.




EX-99.1 2 exhibit991earningsrelease6.htm PRESS RELEASE Exhibit 99.1 Earnings Release 6.30.15


Exhibit 99.1
    NEWS RELEASE

For more information, contact:
Jon Wilson
Chief Financial Officer
503-615-1685
jon.wilson@radisys.com




RADISYS REPORTS SECOND QUARTER 2015 RESULTS

Consolidated revenue of $47.0 million above guidance range;
Software-Systems revenue grew 36% year-on-year

HILLSBORO, OR - July 28, 2015 - Radisys Corporation (NASDAQ: RSYS), the services acceleration company, today announced financial results for the second quarter ended June 30, 2015.

Second Quarter Consolidated Financial Highlights

Consolidated revenue of $47.0 million;
Non-GAAP gross margin of 31.2%, an increase of 280 bps year-on-year;
Non-GAAP earnings per share of $0.03, an increase of $0.10 year-on-year; and
Cash generation of $2.7 million.

“In the second quarter, we continued to generate further momentum across our business, specifically within Software-Systems with strong revenue growth both sequentially and year-on-year,” said Brian Bronson, Radisys President and CEO. “Most notably, during the quarter we received an $11 million follow-on order from a large Asian carrier that selected our MediaEngine platform to enable all media processing in its VoLTE rollout. Also strategically significant during the quarter was the acceptance of additional FlowEngine lab units by the large North American carrier we are engaged with representing another tangible proof point for our new products. We continue to expect initial orders from this carrier for commercial deployments later in the second half of 2015. ”

Software-Systems Results

For the second quarter of 2015, Software-Systems revenue was $14.2 million, compared to $9.7 million in the prior quarter and $10.4 million in the second quarter of 2014, representing increases of 46% and 36%, respectively. Revenue growth was primarily driven by accelerating MediaEngine deployments in support of VoLTE rollouts, including partial delivery of the $11M order noted above, and revenue tied to acceptance of FlowEngine lab systems.

Gross margins were 56.1%, compared to 55.0% in the prior quarter and 55.9% in the second quarter of 2014. The sequential improvement in gross margins was the result of higher product shipments during the quarter.

Operating loss for the second quarter was $1.0 million, compared to a loss of $2.9 million in the prior quarter and a loss of $1.8 million in the second quarter of 2014. The improved operating results were attributable to strong revenue growth, partially offset by increased investment in the FlowEngine product line.

Embedded Products Results

For the second quarter of 2015, Embedded Products revenue was $32.9 million, compared to $39.0 million in the prior quarter and $39.6 million in the second quarter of 2014. While revenue was down both sequentially and year-





on-year largely resulting from legacy end-of-life product transitions, Embedded Products revenue came in above expectations due to continued strength from the segment’s core customer base.

Operating income for the second quarter was $2.4 million, compared to $4.0 million in the prior quarter and break even in the second quarter of 2014.

Consolidated Results

For the second quarter of 2015, revenue was $47.0 million, compared to $48.7 million in the prior quarter and $50.0 million in the second quarter of 2014.

On a GAAP basis, gross margin in the second quarter of 2015 was 26.8%, compared to 25.9% in the first quarter of 2015 and 24.0% in the second quarter of 2014. Second quarter 2015 GAAP operating expenses were $14.3 million, compared to $14.2 million in the previous quarter and $17.4 million in the second quarter of 2014. On a non-GAAP basis, second quarter 2015 gross margin was 31.2%, compared to 30.1% in the first quarter of 2015 and 28.4% in the second quarter of 2014. Second quarter 2015 gross margin improved 110 basis points sequentially due primarily to growth in Software-Systems revenue. Second quarter 2015 operating expenses on a non-GAAP basis were $13.3 million, compared to $13.6 million in the previous quarter and $16.1 million in the second quarter of 2014, reflecting the benefit of the Company’s cost-reduction initiatives.

For the second quarter of 2015, the Company recorded a GAAP net loss of $4.1 million, or $0.11 per share, compared to a GAAP net loss of $7.1 million, or $0.19 per share, in the first quarter of 2015 and GAAP net loss of $8.2 million, or $0.23 per share, in the second quarter of 2014. On a non-GAAP basis, the Company recorded a profit of $1.1 million, or $0.03 per diluted share, compared to a non-GAAP profit of $1.2 million, or $0.03 per diluted share, in the first quarter of 2015 and non-GAAP net loss of $2.5 million, or $0.07 per share, in the second quarter of 2014.

Third Quarter Outlook

Revenue is expected between $43 million and $47 million.
Non-GAAP gross margin is expected between 35% and 37% and non-GAAP R&D and SG&A expenses are expected to approximate $13.8 million.
Non-GAAP earnings are expected to range from $0.03 to $0.09 per share.
Cash is expected to decrease by approximately $1.0 million as the result of extended payment terms with the large Asian carrier deploying MediaEngine product.

2015 Outlook

Radisys increased its full year revenue outlook to now approximate $180 million, which is at the high end of the Company’s initial expectations of $160 to $180 million.
Cash generation, net of debt repayments, is now expected to be $7 million, down from prior guidance of $10 million. Given extended payment terms on the $11 million MediaEngine order secured in the second quarter of 2015, over $3 million of customer payments are now expected in the first quarter of 2016.
All other guidance remains unchanged from the Company’s press release dated February 3, 2015.

Conference Call and Webcast Information

Radisys will host a conference call on Tuesday, July 28, 2015 at 5:00 p.m. ET to discuss its second quarter 2015 results and financial outlook for the third quarter of 2015.

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 # 83628311.  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, August 11, 2015. To access the replay, dial 855-859-2056 or 404-537-3406 and reference conference ID# 83628311.  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/.






About Radisys

Radisys (NASDAQ: RSYS) helps communications and content providers, and their strategic partners, create new revenue streams and drive cost out of their services delivery infrastructure. Radisys’ service aware traffic distribution platforms, real-time media processing engines and wireless access technologies enable its customers to maximize, virtualize and monetize their networks.

Forward-Looking Statements

This press release contains forward-looking statements, including statements about the Company's business strategy, changes in reporting segments financial outlook and expectations for 2015 and for the third quarter 2015, and statements related to revenue and gross margins from our respective segments and product lines, investments in future growth, expense savings or reductions, increased profitability, product line focus, 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, customer requirements, outcome of product trials, 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) customer implementation of traffic management solutions, (b) the outcome of product trials, (c) the market success of customers' products and solutions, (d) the development and transition of new products and solutions, (e) the enhancement of existing products and solutions to meet customer needs and respond to emerging technological trends, (f) the Company's dependence on certain customers and high degree of customer concentration, (g) 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, (h) the anticipated amount and timing of revenues from design wins due to the Company's customers' product development time, cancellations or delays, (i) matters affecting the software and embedded product industry, including changes in industry standards, changes in customer requirements and new product introductions, (j) actions by regulatory authorities or other third parties, (k) cash generation, (l) changes in tariff and trade policies and other risks associated with foreign operations, (m) fluctuations in currency exchange rates, (n) the ability of the Company to successfully complete any restructuring, acquisition or divestiture activities, (o) risks relating to fluctuations in the Company's operating results, the uncertainty of revenues and profitability and the potential need to raise additional funding and (p) 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, 2014, 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. All information in this press release is as of July 28, 2015. 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) amortization of acquired intangible assets, (b) stock-based compensation expense, (c) restructuring and other charges (reversals), net, (d) non-cash income tax expense, (e) gain on life insurance asset and (f) gain on sale of land held for sale. 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.

Radisys® and Trillium® are registered trademarks of Radisys






CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts, unaudited)

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Revenues
$
47,049

 
$
49,964

 
$
95,736

 
$
93,763

Cost of sales:
 
 
 
 
 
 
 
Cost of sales
32,468

 
35,902

 
66,535

 
66,499

Amortization of purchased technology
1,980

 
2,055

 
3,974

 
4,109

Gross margin
12,601

 
12,007

 
25,227

 
23,155

Operating expenses:
 
 
 
 
 
 
 
Research and development
6,840

 
8,408

 
13,564

 
16,827

Selling, general and administrative
7,475

 
8,953

 
14,975

 
18,549

Intangible assets amortization
1,260

 
1,260

 
2,520

 
2,557

Restructuring and other charges, net
559

 
815

 
4,694

 
2,115

Loss from operations
(3,533
)
 
(7,429
)
 
(10,526
)
 
(16,893
)
Interest expense
(103
)
 
(345
)
 
(320
)
 
(632
)
Other income, net
161

 
157

 
558

 
336

Loss before income tax expense
(3,475
)
 
(7,617
)
 
(10,288
)
 
(17,189
)
Income tax expense
644

 
594

 
884

 
1,456

Net loss
$
(4,119
)
 
$
(8,211
)
 
$
(11,172
)
 
$
(18,645
)
 
 
 
 
 
 
 
 
Net loss per share:
 
 
 
 
 
 
 
Basic
$
(0.11
)
 
$
(0.23
)
 
$
(0.30
)
 
$
(0.57
)
Diluted
$
(0.11
)
 
$
(0.23
)
 
$
(0.30
)
 
$
(0.57
)
Weighted average shares outstanding
 
 
 
 
 
 
 
Basic
36,741

 
36,096

 
36,695

 
32,980

Diluted
36,741

 
36,096

 
36,695

 
32,980








CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)

 
June 30,
2015
 
December 31,
2014
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
18,549

 
$
31,242

Accounts receivable, net
38,951

 
43,845

Inventories and inventory deposit, net
14,815

 
18,475

Other current assets
6,715

 
9,822

Total current assets
79,030

 
103,384

Property and equipment, net
7,625

 
9,786

Intangible assets, net
36,730

 
43,224

Other assets, net
3,788

 
4,326

Total assets
$
127,173

 
$
160,720

 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
25,991

 
$
33,679

Deferred revenue
6,570

 
6,204

Other accrued liabilities
13,370

 
12,261

Line of credit
10,000

 
10,000

Convertible senior notes

 
18,000

Total current liabilities
55,931

 
80,144

Other long-term liabilities
3,035

 
2,800

Total liabilities
58,966

 
82,944

Shareholders' equity:
 
 
 
Common stock
335,893

 
334,024

Accumulated deficit
(267,843
)
 
(256,671
)
Accumulated other comprehensive income
157

 
423

Total shareholders’ equity
68,207

 
77,776

Total liabilities and shareholders’ equity
$
127,173

 
$
160,720







CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Cash flows from operating activities:
 
 
 
 
 
 
 
Net loss
$
(4,119
)
 
$
(8,211
)
 
$
(11,172
)
 
$
(18,645
)
Adjustments to reconcile net loss to net cash
 
 
 
 
 
 
 
provided by (used in) operating activities:
 
 
 
 
 
 
 
Depreciation and amortization
4,696

 
5,091

 
9,474

 
10,336

Stock-based compensation expense
1,140

 
1,460

 
1,799

 
2,581

Other
346

 
796

 
730

 
3,570

Changes in operating assets and liabilities:
 
 
 
 
 
 
 
Accounts receivable
2,843

 
(4,466
)
 
4,907

 
(565
)
Inventories
607

 
3,953

 
3,376

 
4,338

Other receivables
(1,376
)
 
(5,389
)
 
2,507

 
(7,096
)
Accounts payable
594

 
2,393

 
(7,589
)
 
(320
)
Deferred revenue
(885
)
 
1,545

 
366

 
4,336

Other operating assets and liabilities
(860
)
 
710

 
2,216

 
(3,857
)
Net cash provided by (used in) operating activities
2,986

 
(2,118
)
 
6,614

 
(5,322
)
Cash flows from investing activities:
 
 
 
 
 
 
 
Capital expenditures
(406
)
 
(599
)
 
(1,046
)
 
(1,277
)
Net cash used in investing activities
(406
)
 
(599
)
 
(1,046
)
 
(1,277
)
Cash flows from financing activities:
 
 
 
 
 
 
 
Borrowings on line of credit
1,500

 

 
8,500

 

Payments on line of credit

(1,500
)
 
(5,000
)
 
(8,500
)
 
(5,000
)
Repayment of convertible senior notes

 

 
(18,000
)
 

Proceeds from issuance of common stock
73

 
140

 
167

 
21,020

Other financing activities, net
(11
)
 
(66
)
 
(97
)
 
(301
)
Net cash provided by (used in) financing activities
62

 
(4,926
)
 
(17,930
)
 
15,719

Effect of exchange rate changes on cash and cash equivalents
61

 
(15
)
 
(331
)
 
4

Net increase (decrease) in cash and cash equivalents
2,703

 
(7,658
)
 
(12,693
)
 
9,124

Cash and cash equivalents, beginning of period
15,846

 
42,264

 
31,242

 
25,482

Cash and cash equivalents, end of period
$
18,549

 
$
34,606

 
$
18,549

 
$
34,606







REVENUES, GROSS MARGIN AND INCOME (LOSS) FROM OPERATIONS BY OPERATING SEGMENT
(In thousands, unaudited)

 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2015
 
2014
 
2015
 
2014
Revenue
 
 
 
 
 
 
 
 
   Software-Systems
 
$
14,170

 
$
10,400

 
$
23,859

 
$
18,241

   Embedded Products and Hardware Services
 
32,879

 
39,564

 
71,877

 
75,522

Total revenues
 
$
47,049

 
$
49,964

 
$
95,736

 
$
93,763


 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2015
 
2014
 
2015
 
2014
Gross margin
 
 
 
 
 
 
 
 
   Software-Systems
 
$
7,945

 
$
5,816

 
$
13,273

 
$
11,014

   Embedded Products and Hardware Services
 
6,725

 
8,397

 
16,069

 
16,532

   Corporate and other
 
(2,069
)
 
(2,206
)
 
(4,115
)
 
(4,391
)
Total gross margin
 
$
12,601

 
$
12,007

 
$
25,227

 
$
23,155


 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2015
 
2014
 
2015
 
2014
Income (loss) from operations
 
 
 
 
 
 
 
 
   Software-Systems
 
$
(967
)
 
$
(1,848
)
 
$
(3,869
)
 
$
(4,712
)
   Embedded Products and Hardware Services
 
2,373

 
9

 
6,330

 
(819
)
   Corporate and other
 
(4,939
)
 
(5,590
)
 
(12,987
)
 
(11,362
)
Total loss from operations
 
$
(3,533
)
 
$
(7,429
)
 
$
(10,526
)
 
$
(16,893
)


REVENUES BY GEOGRAPHY
(In thousands, unaudited)

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
North America
$
18,714

39.7
%
 
$
19,604

39.3
%
 
$
39,931

41.7
%
 
$
36,434

38.9
%
Asia Pacific
21,625

46.0

 
15,600

31.2

 
38,810

40.5

 
33,095

35.3

Europe, the Middle East and Africa
6,710

14.3

 
14,760

29.5

 
16,995

17.8

 
24,234

25.8

Total
$
47,049

100.0
%
 
$
49,964

100.0
%
 
$
95,736

100.0
%
 
$
93,763

100.0
%











RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES AND AS A PERCENT OF REVENUES
(In thousands, except per share amounts, unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
GROSS MARGIN:
 
 
 
 
 
 
 
 
 
 
 
GAAP gross margin
$
12,601

26.8
 %
 
$
12,007

24.0
 %
 
$
25,227

26.4
 %
 
$
23,155

24.7
 %
(a) Amortization of acquired intangible assets
1,980

 
 
2,055

 
 
3,973

 
 
4,109

 
(b) Stock-based compensation
89

 
 
151

 
 
142

 
 
282

 
Non-GAAP gross margin
$
14,670

31.2
 %
 
$
14,213

28.4
 %
 
$
29,342

30.6
 %
 
$
27,546

29.4
 %
 
 
 
 
 
 
 
 
 
 
 
 
RESEARCH AND DEVELOPMENT:
 
 
 
 
 
 
 
 
 
 
 
GAAP research and development
$
6,840

14.5
 %
 
$
8,408

16.8
 %
 
$
13,564

14.2
 %
 
$
16,827

17.9
 %
(b) Stock-based compensation
257

 
 
324

 
 
389

 
 
553

 
Non-GAAP research and development
$
6,583

14.0
 %
 
$
8,084

16.2
 %
 
$
13,175

13.8
 %
 
$
16,274

17.4
 %
 
 
 
 
 
 
 
 
 
 
 
 
SELLING, GENERAL AND ADMINISTRATIVE:
 
 
 
 
 
 
 
 
 
 
 
GAAP selling, general and administrative
$
7,475

15.9
 %
 
$
8,953

17.9
 %
 
$
14,975

15.6
 %
 
$
18,549

19.8
 %
(b) Stock-based compensation
794

 
 
985

 
 
1,268

 
 
1,746

 
Non-GAAP selling, general and administrative
$
6,681

14.2
 %
 
$
7,968

15.9
 %
 
$
13,707

14.3
 %
 
$
16,803

17.9
 %
 
 
 
 
 
 
 
 
 
 
 
 
INCOME (LOSS) FROM OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
GAAP loss from operations
$
(3,533
)
(7.5
)%
 
$
(7,429
)
(14.9
)%
 
$
(10,526
)
(11.0
)%
 
$
(16,893
)
(18.0
)%
(a) Amortization of acquired intangible assets
3,240

 
 
3,315

 
 
6,494

 
 
6,666

 
(b) Stock-based compensation
1,140

 
 
1,460

 
 
1,799

 
 
2,581

 
(c) Restructuring and acquisition-related charges, net
559

 
 
815

 
 
4,694

 
 
2,115

 
Non-GAAP income (loss) from operations
$
1,406

3.0
 %
 
$
(1,839
)
(3.7
)%
 
$
2,461

2.6
 %
 
$
(5,531
)
(5.9
)%
 
 
 
 
 
 
 
 
 
 
 
 
NET INCOME (LOSS):
 
 
 
 
 
 
 
 
 
 
 
GAAP net loss
$
(4,119
)
(8.8
)%
 
$
(8,211
)
(16.4
)%
 
$
(11,172
)
(11.7
)%
 
$
(18,645
)
(19.9
)%
(a) Amortization of acquired intangible assets
3,240

 
 
3,315

 
 
6,494

 
 
6,666

 
(b) Stock-based compensation
1,140

 
 
1,460

 
 
1,799

 
 
2,581

 
(c) Restructuring and acquisition-related charges, net
559

 
 
815

 
 
4,694

 
 
2,115

 
(d) Income taxes
314

 
 
119

 
 
498

 
 
596

 
Non-GAAP net income (loss)
$
1,134

2.4
 %
 
$
(2,502
)
(5.0
)%
 
$
2,313

2.4
 %
 
$
(6,687
)
(7.1
)%
 
 
 
 
 
 
 
 
 
 
 
 
GAAP weighted average diluted shares
36,741

 
 
36,096

 
 
36,695

 
 
32,980

 
Dilutive equity awards included in
 
 
 
 
 
 
 
 
 
 
 
non-GAAP earnings per share
193

 
 

 
 
151

 
 

 
Non-GAAP weighted average diluted shares
36,934

 
 
36,096

 
 
36,846

 
 
32,980

 
GAAP net loss per share (diluted)
$
(0.11
)
 
 
$
(0.23
)
 
 
$
(0.30
)
 
 
$
(0.57
)
 
Non-GAAP adjustments detailed above
0.14

 
 
0.16

 
 
0.36

 
 
0.37

 
Non-GAAP net income (loss) per share (diluted)
$
0.03

 
 
$
(0.07
)
 
 
$
0.06

 
 
$
(0.20
)
 








RECONCILIATION OF GAAP TO NON-GAAP GUIDANCE
NET INCOME (LOSS) PER SHARE
(In millions, except per share amounts, unaudited)
 
 
Three Months Ended
 
 
September 30, 2015
 
 
Low End
 
High End
GAAP net loss
 
(4.0
)
 
(1.8
)
(a) Amortization of acquired intangible assets
 
3.3

 
3.3

(b) Stock-based compensation
 
1.1

 
1.1

(c) Restructuring and acquisition-related charges, net
 
0.5

 
0.4

(d) Income taxes
 
0.3

 
0.2

Total adjustments
 
5.2

 
5.0

Non-GAAP net income
 
$
1.2

 
$
3.2

 
 
 
 
 
GAAP weighted average shares
 
37,000

 
37,000

Non-GAAP adjustments
 
200

 
200

Non-GAAP weighted average shares (diluted)
 
37,200

 
37,200

 
 
 
 
 
GAAP net loss per share
 
(0.11
)
 
(0.05
)
Non-GAAP adjustments detailed above
 
0.14

 
0.12

Non-GAAP net income per share (diluted)
 
$
0.03

 
$
0.09



RECONCILIATION OF GAAP TO NON-GAAP GUIDANCE
GROSS MARGIN
(unaudited)
 
Estimates at the midpoint of the guidance range
 
Three Months Ended
 
September 30, 2015
GAAP
31.4
%
(a) Amortization of acquired intangible assets
4.4

(b) Stock-based compensation
0.2

Non-GAAP
36.0
%


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
 
September 30, 2015
GAAP
$
14.8

(b) Stock-based compensation
1.0

Non-GAAP
$
13.8







Non-GAAP financial measures includes the performance of Software-Systems and Embedded Products and Hardware Services.
The Company excludes the following corporate and other expenses, reversals, gains and losses from its non-GAAP financial measures, when applicable:

(a) Amortization of acquired intangible assets: Amortization of acquisition-related intangible assets primarily relate to core and existing technologies, trade name and customer relationships that were acquired with the acquisitions of Continuous Computing 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.

(b) 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.

(c) 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.

(d) 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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