0000873044-17-000041.txt : 20170502 0000873044-17-000041.hdr.sgml : 20170502 20170502160923 ACCESSION NUMBER: 0000873044-17-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170502 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170502 DATE AS OF CHANGE: 20170502 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: 17805080 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 a33117earningsrelease8-k.htm 8-K Document


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): May 2, 2017



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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
 
Emerging growth company
[ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]






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 May 2, 2017, the Company issued a press release announcing its results for the fiscal quarter ended March 31, 2017. 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 the second quarter of 2017, 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) increased Tier 1 commercial deployments across multiple product lines, (b) continued implementation of the Company’s next-generation products, (c) customer implementation of traffic management solutions, (d) the outcome of product trials, (e) the market success of customers' products and solutions, (f) the development and transition of new products and solutions, including our newly announced FlowEngine appliance and CellEngine 5G RAN technology and our new strategic MediaEngine channel agreement, (g) the enhancement of existing products and solutions to meet customer needs and respond to emerging technological trends, (h) the Company’s ability to raise additional growth capital, (i) the Company's dependence on certain customers and high degree of customer concentration, (j) 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, (k) matters affecting the software and embedded product industry, including changes in industry standards, changes in customer requirements and new product introductions, (l) actions by regulatory authorities or other third parties, (m) cash generation, (n) changes in tariff and trade policies and other risks associated with foreign operations, (o) fluctuations in currency exchange rates, (p) the ability of the Company to successfully complete any restructuring, acquisition or divestiture activities, (q) 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 (r) 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, 2016, 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 May 2, 2017. 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, and (d) 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.






Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

Exhibit Number
 
Description
99.1
 
First Quarter 2017 Earnings Release, dated May 2, 2017






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:
May 2, 2017
 
By:
/s/ Jonathan Wilson
 
 
 
 
Jonathan Wilson

 
 
 
 
Chief Financial Officer
 
 
 
 
(Principal Financial and Accounting Officer)








EXHIBIT INDEX
Exhibit Number
 
Description
99.1
 
First Quarter 2017 Earnings Release, dated May 2, 2017




EX-99.1 2 exhibit991earningsrelease3.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1
radisyslogoa01a01a01a27.jpg     NEWS RELEASE

Company Contact
 
Investor Contact
Jonathan Wilson
 
Brett L. Perry
Chief Financial Officer
 
Shelton Group
503-615-1685
 
214-272-0070
jon.wilson@radisys.com
 
bperry@sheltongroup.com

RADISYS REPORTS FIRST QUARTER 2017 RESULTS

Results within guidance range; Resumed DCEngine deployments with largest customer; Continued traction with Tier 1 trials

HILLSBORO, OR - May 2, 2017 - Radisys Corporation (NASDAQ: RSYS), the services acceleration company, today announced financial results for the first quarter ended March 31, 2017.

First Quarter Summary

Consolidated revenue of $37.6 million, which was in line with the guidance range;
GAAP loss per share was $0.26, with a non-GAAP loss of $0.14 per share which includes $0.5 million tied to unfavorable currency translation within other expense;
Entered into a new strategic MediaEngine channel agreement with a top three global telecom equipment manufacturer, making Radisys the supplier of media resource function technology to this partner for service providers worldwide;
Announced new FlowEngine appliance, the TDE-2000, with customer evaluations expected to begin in the second quarter; and
Released new CellEngine 5G Radio Access Network (RAN) technology including key features that enable operators to begin a phased 5G rollout.

“First quarter operating results were in line with our previously announced guidance range,” said Brian Bronson, Radisys President and Chief Executive Officer. “Revenue reflects the expected decline in our legacy embedded product line combined with variability in the timing of large MediaEngine orders from our Tier 1 Asian customer and deployments of DCEngine products as compared to prior periods. First quarter net loss per share was also in line with expectations and reflected continued investment in our strategic product lines.

“Most notably, in our DCEngine product line, we resumed deployments with our largest customer in the first quarter, and we expect a more significant ramp of shipments in the second half of the year with this customer. During the quarter, we secured an initial order for our DCEngine product from a new Southeast Asian service provider, while also being heavily engaged in trials with multiple other large accounts. Additionally, we are receiving a high level of interest from customers for our new FlowEngine TDE-2000 appliance, which we formally announced at Mobile World Congress in February. We are currently on track to release this product by the end of the second quarter, at which time we expect to be engaged in multiple proof-of-concepts with commercial revenue anticipated later in the second half of 2017.

“Given the continued progress across our business and significantly expanded interest in our offerings, I am increasingly confident that Radisys will play an important role in enabling service providers to adopt disruptive open based solutions and fundamentally change the way telecom networks are built. We remain on track to deliver on our strategic objectives for 2017, with a growing pipeline of opportunities to recognize incremental revenue contribution from multiple new service providers in the second half of the year.”






Software-Systems Results

For the first quarter of 2017, Software-Systems revenue was $10.1 million, compared to $17.7 million in the prior quarter and $14.1 million in the first quarter of 2016. The sequential and year-on-year decline was the result of lower quarterly revenue contribution from MediaEngine product sales to an Asian service provider in support of their LTE network deployment.

Gross margin was 53.8% in the first quarter of 2017, compared to 58.3% in the prior quarter and 62.5% in the first quarter of 2016. The sequential and year-on-year decline was the result of unfavorable product mix tied to a higher percentage of stand-alone product sales in the prior quarters.

Operating loss was $3.3 million, compared to operating income of $1.4 million in the prior quarter and operating income of $0.8 million in the first quarter of 2016. The sequential and year-on-year decline represents continued investment in our strategic product lines, coupled with expected customer seasonality and timing of new product introductions.

Hardware Solutions Results

For the first quarter of 2017, Hardware Solutions revenue was $27.5 million, compared to $22.9 million in the prior quarter and $41.1 million in the first quarter of 2016. The sequential increase reflects resumed deployments of DCEngine systems by our largest customer and partially offset by an expected decline in revenue from legacy embedded product lines.

Gross margin was 17.4% in the first quarter of 2017, compared to 23.1% in the prior quarter and 14.5% in the first quarter of 2016. The sequential decline is the result of a higher mix of DCEngine sales relative to legacy embedded product lines.

Operating loss was $1.3 million, compared to an operating loss of $0.1 million in the prior quarter and operating income of $1.3 million in the first quarter of 2016. The sequential decline was the result of continued investments in product roadmap as well as sales and marketing personnel required to accelerate execution on the Company’s DCEngine strategy.

Consolidated Results

For the first quarter of 2017, consolidated revenue was $37.6 million, compared to $40.6 million in the prior quarter and $55.1 million in the first quarter of 2016.

On a GAAP basis, gross margin in the first quarter of 2017 was 21.9%, compared to 33.6% in the prior quarter and 23.2% in the first quarter of 2016. First quarter 2017 GAAP research and development and selling, general, and administrative expenses were $15.9 million, compared to $15.2 million in the prior quarter and $13.3 million in the first quarter of 2016. The increase in operating expenses both sequentially and year-on-year reflects accelerated hiring and product development expenses in support of the Company’s strategic product lines.

On a non-GAAP basis, first quarter 2017 gross margin was 27.2%, compared to 38.4% in the prior quarter and 26.8% in the first quarter of 2016. First quarter 2017 research and development and selling, general and administrative expenses on a non-GAAP basis were $14.8 million, compared to $14.4 million in the prior quarter and $12.7 million in the first quarter of 2016.

For the first quarter of 2017, the Company recorded a GAAP net loss of $10.0 million, or $0.26 per share, compared to a GAAP net loss of $4.1 million, or $0.11 per share, in the prior quarter and GAAP net loss of $3.0 million, or $0.08 per share, in the first quarter of 2016. On a non-GAAP basis, the Company recorded a net loss of $5.5 million, or $0.14 per share, in the first quarter of 2017, compared to a net income of $1.6 million, or $0.04 per diluted share, in the prior quarter and non-GAAP net income of $1.8 million, or $0.05 per diluted share, in the first quarter of 2016.






Second Quarter 2017 Financial Guidance

Revenue is expected between $41 million to $47 million.
GAAP gross margin is expected to approximate 26.1% and GAAP R&D and SG&A expenses are expected to be approximately $15.5 million. Non-GAAP gross margin is expected between 30% to 32% of sales and total non-GAAP R&D and SG&A expenses are expected to approximate $14.5 million.
GAAP loss is expected to range from $0.16 to $0.13 per share. Non-GAAP loss is expected to range from $0.05 to $0.01 per share.

Conference Call and Webcast Information

The Company will host a conference call to discuss first quarter 2017 results on May 2, 2017, at 5:00 p.m. ET. 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 # 19225505. 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 May 16, 2017. To access the replay, dial 855-859-2056 or 404-537-3406 and reference conference ID# 19225505. 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’ hyperscale software defined infrastructure, 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 the second quarter 2017, 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) increased Tier 1 commercial deployments across multiple product lines, (b) continued implementation of the Company’s next-generation products, (c) customer
implementation of traffic management solutions, (d) the outcome of product trials, (e) the market success of customers' products and solutions, (f) the development and transition of new products and solutions, including our newly announced FlowEngine appliance and CellEngine 5G RAN technology and our new strategic MediaEngine channel agreement, (g) the enhancement of existing products and solutions to meet customer needs and respond to emerging technological trends, (h) the Company’s ability to raise additional growth capital, (i) the Company's dependence on certain customers and high degree of customer concentration, (j) 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, (k) matters affecting the software and embedded product industry, including changes in industry standards, changes in customer requirements and new product introductions, (l) actions by regulatory authorities or other third parties, (m) cash generation, (n) changes in tariff and trade policies and other risks associated with foreign operations, (o) fluctuations in currency exchange rates, (p) the ability of the Company to successfully complete any restructuring, acquisition or divestiture activities, (q) 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 (r) 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, 2016, 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 May 2, 2017. 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 and (e) gain on the liquidation of foreign subsidiaries. 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® is a registered trademark of Radisys













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

 
Three Months Ended
 
March 31,
 
2017
 
2016
Revenues:
 
 
 
Product
$
28,699

 
$
47,317

Service
8,911

 
7,829

Total revenues
37,610

 
55,146

Cost of sales:
 
 
 
Product
22,175

 
35,732

Service
5,286

 
4,703

Amortization of purchased technology
1,927

 
1,927

Total cost of sales
29,388

 
42,362

Gross margin
8,222

 
12,784

Operating expenses:
 
 
 
Research and development
6,480

 
5,653

Selling, general and administrative
9,382

 
7,639

Intangible assets amortization
1,260

 
1,260

Restructuring and other charges, net
235

 
682

Loss from operations
(9,135
)
 
(2,450
)
Interest expense
(272
)
 
(117
)
Other income (expense), net
(297
)
 
139

Loss before income tax expense
(9,704
)
 
(2,428
)
Income tax expense
304

 
537

Net loss
$
(10,008
)
 
$
(2,965
)
 
 
 
 
Net loss per share:
 
 
 
Basic
$
(0.26
)
 
$
(0.08
)
Diluted
$
(0.26
)
 
$
(0.08
)
Weighted average shares outstanding
 
 
 
Basic
38,715

 
37,007

Diluted
38,715

 
37,007








CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)

 
March 31,
2017
 
December 31,
2016
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
32,025

 
$
33,087

Accounts receivable, net
49,925

 
38,378

Inventories, net
10,845

 
20,021

Other current assets
7,003

 
7,151

Total current assets
99,798

 
98,637

Property and equipment, net
7,325

 
6,713

Intangible assets, net
14,388

 
17,575

Other assets, net
3,048

 
5,260

Total assets
$
124,559

 
$
128,185

 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
13,674

 
$
20,805

Deferred revenue
6,496

 
5,715

Other accrued liabilities
10,775

 
14,143

Line of credit
40,000

 
25,000

Total current liabilities
70,945

 
65,663

Other long-term liabilities
6,782

 
5,966

Total liabilities
77,727

 
71,629

Shareholders' equity:
 
 
 
Common stock
340,811

 
339,715

Accumulated deficit
(293,586
)
 
(281,600
)
Accumulated other comprehensive income
(393
)
 
(1,559
)
Total shareholders’ equity
46,832

 
56,556

Total liabilities and shareholders’ equity
$
124,559

 
$
128,185







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

 
Three Months Ended
 
March 31,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net loss
$
(10,008
)
 
$
(2,965
)
Adjustments to reconcile net loss to net cash
 
 
 
provided by (used in) operating activities:
 
 
 
Depreciation and amortization
4,358

 
4,345

Stock-based compensation expense
1,154

 
688

Other
712

 
929

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
(11,547
)
 
22,134

Inventories
8,681

 
578

Other receivables
741

 
8,254

Accounts payable
(7,038
)
 
(12,155
)
Deferred revenue
1,578

 
(16,693
)
Other operating assets and liabilities
(3,142
)
 
(3,433
)
Net cash provided by (used in) operating activities
(14,511
)
 
1,682

Cash flows from investing activities:
 
 
 
Capital expenditures
(1,803
)
 
(422
)
Net cash used in investing activities
(1,803
)
 
(422
)
Cash flows from financing activities:
 
 
 
Borrowings on line of credit, net
15,000

 

Other financing activities
(84
)
 
105

Net cash provided by financing activities
14,916

 
105

Effect of exchange rate changes on cash and cash equivalents
336

 
254

Net increase (decrease) in cash and cash equivalents
(1,062
)
 
1,619

Cash and cash equivalents, beginning of period
33,087

 
20,764

Cash and cash equivalents, end of period
$
32,025

 
$
22,383







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

 
 
Three Months Ended
 
 
March 31,
 
 
2017
 
2016
Revenue
 
 
 
 
   Software-Systems
 
$
10,149

 
$
14,059

   Hardware Solutions
 
27,461

 
41,087

Total revenues
 
$
37,610

 
$
55,146


 
 
Three Months Ended
 
 
March 31,
 
 
2017
 
2016
Gross margin
 
 
 
 
   Software-Systems
 
$
5,465

 
$
8,788

   Hardware Solutions
 
4,781

 
5,969

   Corporate and other
 
(2,024
)
 
(1,973
)
Total gross margin
 
$
8,222

 
$
12,784


 
 
Three Months Ended
 
 
March 31,
 
 
2017
 
2016
Income (loss) from operations
 
 
 
 
   Software-Systems
 
$
(3,273
)
 
$
780

   Hardware Solutions
 
(1,286
)
 
1,327

   Corporate and other
 
(4,576
)
 
(4,557
)
Total loss from operations
 
$
(9,135
)
 
$
(2,450
)


REVENUES BY GEOGRAPHY
(In thousands, unaudited)

 
Three Months Ended
 
March 31,
 
2017
 
2016
North America
$
23,171

61.6
%
 
$
37,843

68.6
%
Asia Pacific
5,419

14.4

 
7,618

13.8

Europe, the Middle East and Africa
9,020

24.0

 
9,685

17.6

Total
$
37,610

100.0
%
 
$
55,146

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
 
March 31,
 
2017
 
2016
GROSS MARGIN:
 
 
 
 
 
GAAP gross margin
$
8,222

21.9
 %
 
$
12,784

23.2
 %
(a) Amortization of acquired intangible assets
1,927

 
 
1,927

 
(b) Stock-based compensation
97

 
 
46

 
Non-GAAP gross margin
$
10,246

27.2
 %
 
$
14,757

26.8
 %
 
 
 
 
 
 
RESEARCH AND DEVELOPMENT:
 
 
 
 
 
GAAP research and development
$
6,480

17.2
 %
 
$
5,653

10.3
 %
(b) Stock-based compensation
230

 
 
153

 
Non-GAAP research and development
$
6,250

16.6
 %
 
$
5,500

10.0
 %
 
 
 
 
 
 
SELLING, GENERAL AND ADMINISTRATIVE:
 
 
 
 
 
GAAP selling, general and administrative
$
9,382

24.9
 %
 
$
7,639

13.9
 %
(b) Stock-based compensation
827

 
 
489

 
Non-GAAP selling, general and administrative
$
8,555

22.7
 %
 
$
7,150

13.0
 %
 
 
 
 
 
 
INCOME (LOSS) FROM OPERATIONS:
 
 
 
 
 
GAAP loss from operations
$
(9,135
)
(24.3
)%
 
$
(2,450
)
(4.4
)%
(a) Amortization of acquired intangible assets
3,187

 
 
3,187

 
(b) Stock-based compensation
1,154

 
 
688

 
(c) Restructuring and other charges, net
235

 
 
682

 
Non-GAAP income (loss) from operations
$
(4,559
)
(12.1
)%
 
$
2,107

3.8
 %
 
 
 
 
 
 
NET INCOME (LOSS):
 
 
 
 
 
GAAP net loss
$
(10,008
)
(26.6
)%
 
$
(2,965
)
(5.4
)%
(a) Amortization of acquired intangible assets
3,187

 
 
3,187

 
(b) Stock-based compensation
1,154

 
 
688

 
(c) Restructuring and other charges, net
235

 
 
682

 
(d) Income taxes
(114
)
 
 
169

 
Non-GAAP net income (loss)
$
(5,546
)
(14.7
)%
 
$
1,761

3.2
 %
 
 
 
 
 
 
GAAP weighted average diluted shares
38,715

 
 
37,007

 
Dilutive equity awards included in
 
 
 
 
 
non-GAAP earnings per share

 
 
168

 
Non-GAAP weighted average diluted shares
38,715

 
 
37,175

 
GAAP net loss per share (diluted)
$
(0.26
)
 
 
$
(0.08
)
 
Non-GAAP adjustments detailed above
0.12

 
 
0.13

 
Non-GAAP net income (loss) per share (diluted)
$
(0.14
)
 
 
$
0.05

 








RECONCILIATION OF GAAP TO NON-GAAP GUIDANCE
NET INCOME (LOSS) PER SHARE
(In millions, except per share amounts, unaudited)

 
 
Three Months Ended
 
 
June 30, 2017
 
 
Low End
 
High End
GAAP net loss
 
(6.3
)
 
(5.1
)
(a) Amortization of acquired intangible assets
 
3.2

 
3.2

(b) Stock-based compensation
 
1.2

 
1.2

(c) Restructuring and other charges, net
 

 

(d) Income taxes
 
(0.2
)
 
0.2

Total adjustments
 
4.2

 
4.6

Non-GAAP net income
 
$
(2.1
)
 
$
(0.5
)
 
 
 
 
 
GAAP weighted average shares
 
39,000

 
39,000

Non-GAAP adjustments
 

 

Non-GAAP weighted average shares (diluted)
 
39,000

 
39,000

 
 
 
 
 
GAAP net loss per share
 
(0.16
)
 
(0.13
)
Non-GAAP adjustments detailed above
 
0.11

 
0.12

Non-GAAP net income per share (diluted)
 
$
(0.05
)
 
$
(0.01
)

RECONCILIATION OF GAAP TO NON-GAAP GUIDANCE
GROSS MARGIN
(unaudited)

 
Estimates at the midpoint of the guidance range
 
Three Months Ended
 
June 30, 2017
GAAP
26.1
%
(a) Amortization of acquired intangible assets
4.4

(b) Stock-based compensation
0.5

Non-GAAP
31.0
%


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
 
June 30, 2017
GAAP
$
15.5

(b) Stock-based compensation
1.0

Non-GAAP
$
14.5








Non-GAAP financial measures includes the performance of Software-Systems and Hardware Solutions.
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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