EX-99.1 2 v064670_ex99-1.htm

 
Exhibit 99.1

NEWS RELEASE
   
For more information, contact: 
 
Brian Bronson
Chief Financial Officer
1-503-615-1281
brian.bronson@radisys.com
 
 
 
RADISYS ANNOUNCES FOURTH QUARTER
AND FULL YEAR 2006 RESULTS

HILLSBORO, OR — February 1, 2007— RadiSysÒ Corporation (Nasdaq: RSYS), a leading global provider of advanced embedded solutions, today announced revenues of $60.7 million for the quarter ended December 31, 2006 and a net loss of $5.5 million or $0.25 per share. Non-GAAP net loss for the fourth quarter was $40 thousand or $0.00 per share. The GAAP and non-GAAP fourth quarter results per share exceeded the Company’s previously issued fourth quarter guidance due to an improved gross margin rate, reduced operating expenses and a higher tax benefit relative to guidance. Non-GAAP results excluded a loss of approximately $0.25 per share, primarily attributable to the impact of acquisition-related expenses, stock-based compensation expense and restructuring charges.
 
The Company reported 2006 full year revenues of $292.5 million, an increase of 12% compared to 2005 revenues of $260.2 million. Net loss in 2006 was $13.0 million or $0.62 per share, compared to net income of $16.0 million or $0.68 per diluted share in 2005. Non-GAAP net income in 2006 was $12.0 million or $0.50 per diluted share, compared to non-GAAP net income of $14.7M or $0.62 per diluted share in 2005. The Company’s inventory increased in the fourth quarter by $13.9 million mainly related to transitioning out of the Company's contract manufacturing partner in North America. The Company expects the inventory increase to be temporary and the balance to decrease throughout the year.
 
Commenting on the financial results for the quarter, Scott Grout, President and CEO stated, “I am pleased that the fourth quarter results were better than expected. We ended the year with revenue growth of 12% over 2005 with most of the growth in our strategically targeted markets. Our wireless and medical equipment revenues both increased 21% over last year. From a global perspective, our Europe and Asia Pacific revenues increased 14% from 2005.” Scott Grout continued to say, “We made significant progress on our strategies in 2006. We were awarded record levels of future standard product business in both our communications and commercial markets in applications such as 3G wireless infrastructure, IP security, wireless billing, IPTV, XML routing servers, IP media processing, test and measurement and medical imaging. We also successfully completed the acquisition of ConvediaÒ Corporation, the leading provider of media processing platforms. We believe this acquisition will accelerate our strategy of offering higher-value, application-ready platforms.”
 

 
In the second half of 2006, the Company’s new Promentum™ SYS-6010, the industry's first ATCA 10Gigabit managed platform, began shipping to customers for their development programs. In the fourth quarter, the Company also introduced the ATCA-7200, a high performance Gigabit Ethernet Line card equipped with up to four Cavium processors and the new AMC-7211, which provides power efficient packet and security processing for customers. Both products have been well received in the market and evaluation units are expected to ship in the second quarter. Finally, the Company’s new Procelerant™ RMS420-5000XI, a 4U high performance embedded server with two dual-core processors, and the new Procelerant CE945GM dual-core COM-Express Module are both expected to begin shipping in the first quarter.
 
First Quarter 2007 Outlook
 
The following statements are based on current expectations as of the date of this press release. These statements are forward-looking, and actual results may differ materially. The Company assumes no obligation to update these statements.
 
Commenting on the outlook, Scott Grout stated, “We currently expect first quarter revenues to increase sequentially to between $62 and $68 million driven by projected increases in our wireless market. We expect first quarter results to be a loss in the range of $0.33 to $0.27 per share, and our non-GAAP results to be between a loss of $0.03 per share to income of $0.03 per diluted share. Our projected non-GAAP results exclude a loss of approximately $0.30 per share primarily attributable to the impact of acquisition-related expenses, stock-based compensation expense and restructuring charges. For the year, we currently expect revenue and earnings to grow modestly over 2006. We believe that the drivers for more meaningful growth will be determined by the timing of our customers’ next generation system deployments.”

In closing, Mr. Grout stated, “I’m pleased with the Company’s progress in 2006 on furthering our strategy to be the leading provider of embedded solutions across our targeted markets. We continue to make significant investments in our Promentum, Convedia and Procelerant product lines and these investments are resulting in a strong level of design awards for future business. We believe that the market acceptance and enthusiasm around our new products is strong and that our solutions will enable our customers to bring better products to market faster and at a lower total cost.”

Conference Call and Web-cast Information
 
RadiSys will host a conference call on Thursday, February 1, 2006 at 5:00 p.m. ET to discuss the fourth quarter and full year 2006 results and review the financial and business outlook for the first quarter of 2007.
 
To participate in the live conference call, dial (888) 333-0027 (U.S/Canada, toll-free) or (706) 634-4990 (international) and reference conference ID#6016804. The conference call will also be simultaneously 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 by phone at (800) 642-1687 (U.S./Canada, toll-free) and (706) 645-9291 (international) with conference ID#6016804 or over the internet at http://investor.radisys.com/. The replay will be available until Thursday, February 15, 2007.
 

 
Forward-Looking Statements
 
This press release contains forward-looking statements, including statements about the Company’s business strategy and the Company’s guidance for the first quarter of 2007, particularly with respect to anticipated revenues and loss/ earnings per share. 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 amount of stock-based compensation expense, (b) the Company's inability to successfully integrate operations, technologies, products or personnel from the acquisition of Convedia Corporation, (c) the Company's inability to realize the benefits sought from the acquisition of Convedia Corporation, higher than anticipated cost of the acquisition and less than expected financial performance resulting therefrom, which may adversely affect the price of the Company’s stock, and (d) the factors listed in RadiSys’ reports filed with the Securities and Exchange Commission (SEC), including those listed under “Risk Factors” in RadiSys’ Annual Report on Form 10-K for the year ended December 31, 2005, and in the RadiSys Quarterly Reports on Form 10-Q filed with the SEC each fiscal quarter, and other filings with the SEC, copies of which may be obtained by contacting the Company at 503-615-1100 or from the Company’s investor relations web site at http://investor.radisys.com/. Although forward-looking statements help provide additional information about RadiSys, investors should keep in mind that forward-looking statements are inherently less reliable than historical information. All information in this press release is as of February 1, 2007. 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.
 
Use of Non-GAAP Financial Measures
 
In addition to disclosing financial results calculated in accordance with GAAP, the historical and forward-looking financial results in the Company’s earnings release contain non-GAAP financial measures that exclude the effects of (a) Convedia acquisition-related expenses including an in-process R&D charge, amortization of acquired intangible assets, amortization of deferred compensation, integration expenses and purchase accounting adjustments, (b) stock-based compensation expense recognized as a result of the Company’s adoption of FAS 123R, (c) restructuring charges (reversals), (d) insurance gain, and (e) a gain related to supplier settlement. The Company believes that the presentation of results excluding these items will provide meaningful supplemental information to investors that are indicative of the Company’s core operating results. A reconciliation of non-GAAP information to GAAP information is included in the tables below. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for or superior to financial measures calculated in accordance with GAAP, and reconciliations between GAAP and non-GAAP financial measures included in this earnings release should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.
 
About RadiSys
 
RadiSys (Nasdaq: RSYS) is a leading provider of advanced embedded solutions for the communications networking and commercial systems markets. Through intimate customer collaboration and combining innovative technologies and industry leading architecture, RadiSys helps OEMs, systems integrators and solution providers bring better products to market faster and more economically. RadiSys products include embedded boards, application enabling platforms and turn-key systems, which are used in today's complex computing, processing and network intensive applications. For more information, visit http://www.radisys.com, write to info@radisys.com, or call 800-950-0044 or 503-615-1100. Editors seeking more information may contact Lyn Pangares at RadiSys Corporation at 503-615-1220 or lyn.pangares@radisys.com.

-end-
RadiSys® and Convedia® are registered trademarks of RadiSys Corporation
and Promentum and Procelerant are trademarks of RadiSys Corporation.



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

 
 
 
For the Three Months Ended
December 31, 
 
For the Year Ended
December 31, 
 
 
 
2006 
 
2005 
 
2006
 
2005
 
Revenues
 
$
60,701
 
$
61,905
 
$
292,481
 
$
260,234
 
Cost of sales
   
43,758
   
44,725
   
213,525
   
183,398
 
Gross margin
   
16,943
   
17,180
   
78,956
   
76,836
 
Research and development
   
11,270
   
7,571
   
41,492
   
29,784
 
Selling, general, and administrative
   
11,227
   
7,509
   
39,330
   
30,084
 
Intangible assets amortization
   
4,255
   
513
   
6,224
   
2,052
 
In-process research and development charge
   
   
   
14,000
   
 
Restructuring and other charges
   
313
   
127
   
139
   
1,128
 
Income (loss) from operations
   
(10,122
)
 
1,460
   
(22,229
)
 
13,788
 
Loss on repurchase of convertible subordinated notes
   
   
(46
)
 
   
(50
)
Interest expense
   
(431
)
 
(457
)
 
(1,732
)
 
(2,053
)
Interest income
   
1,847
   
2,017
   
9,348
   
6,337
 
Other income (expense), net
   
408
   
(270
)
 
851
   
(879
)
Income (loss) before income tax provision
   
(8,298
)
 
2,704
   
(13,762
)
 
17,143
 
Income tax provision (benefit)
   
(2,827
)
 
(2,181
)
 
(746
)
 
1,185
 
Net income (loss)
 
$
(5,471
)
$
4,885
 
$
(13,016
)
$
15,958
 
Net income (loss) per share:
                         
Basic
 
$
(0.25
)
$
0.24
 
$
(0.62
)
$
0.79
 
Diluted (I)
 
$
(0.25
)
$
0.20
 
$
(0.62
)
$
0.68
 
Weighted average shares outstanding:
                         
Basic
   
21,572
   
20,543
   
21,158
   
20,146
 
Diluted (I)
   
21,572
   
25,231
   
21,158
   
24,832
 

(I)
 
For the three months and year ended December 31, 2005, the diluted weighted average shares outstanding calculation includes shares underlying our 1.375% convertible senior notes; as a result, the diluted earnings per share calculation excludes the interest expense for our 1.375% convertible senior notes, net of tax benefit. The interest expense, net of tax benefit, excluded from the diluted net income per share calculation amounted to $242 thousand and $969 thousand for the three months and year ended December 31, 2005, respectively. For the three months and year ended December 31, 2006, interest on the convertible senior notes and related shares were excluded from the calculation as the effect would be anti-dilutive.
 


CONSOLIDATED BALANCE SHEETS
(In thousands)
 
 
 
 
December 31,
2006 
 
  December 31,
2005 
 
   
  (Unaudited)
     
  ASSETS
Current assets:
         
Cash and cash equivalents
 
$
23,734
 
$
90,055
 
Short-term investments, net
   
102,250
   
135,800
 
Accounts receivable, net
   
42,549
   
39,055
 
Other receivables
   
3,782
   
3,886
 
Inventories, net
   
35,184
   
21,629
 
Other current assets
   
4,609
   
2,426
 
Assets held for sale
   
3,497
   
 
Deferred tax assets
   
5,779
   
7,399
 
Total current assets
   
221,384
   
300,250
 
Property and equipment, net
   
11,075
   
13,576
 
Goodwill
   
67,183
   
27,463
 
Intangible assets, net
   
42,935
   
2,159
 
Long-term investments, net
   
10,000
   
 
Long-term deferred tax assets
   
24,531
   
21,634
 
Other assets
   
4,546
   
3,629
 
Total assets
 
$
381,654
 
$
368,711
 
       
  LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
             
Accounts payable
 
$
39,699
 
$
36,903
 
Accrued wages and bonuses
   
5,995
   
4,829
 
Accrued interest payable
   
222
   
224
 
Accrued restructuring
   
329
   
856
 
Convertible subordinated notes, net
   
2,410
   
 
Other accrued liabilities
   
11,154
   
8,279
 
Total current liabilities
   
59,809
   
51,091
 
Long-term liabilities:
             
Convertible senior notes, net
   
97,412
   
97,279
 
Convertible subordinated notes, net
   
   
2,498
 
Other long-term liabilities
   
978
   
 
Total long-term liabilities
   
98,390
   
99,777
 
Total liabilities
   
158,199
   
150,868
 
Shareholders’ equity :
             
Preferred stock — $.01 par value, 10,000 shares authorized; none issued or outstanding
   
   
 
Common stock — no par value, 100,000 shares authorized; 21,835 and 20,703 shares issued and outstanding at December 31, 2006 and December 31, 2005
   
212,887
   
193,839
 
Retained earnings
   
6,555
   
20,275
 
Accumulated other comprehensive income:
             
Cumulative translation adjustments
   
4,013
   
3,729
 
Total shareholders’ equity
   
223,455
   
217,843
 
Total liabilities and shareholders’ equity
 
$
381,654
 
$
368,711
 
 
Above is prepared in accordance with GAAP.


 
Additional supplemental information:
 
RECONCILIATION OF GAAP to NON-GAAP NET INCOME (LOSS)
(In thousands, unaudited)
 
   
For the Three Months Ended
December 31, 
 
For the Year Ended
December 31, 
 
 
 
2006 
 
2005 
 
2006 
 
2005 
 
GAAP net income (loss)
 
$
(5,471
)
$
4,885
 
$
(13,016
)
$
15,958
 
Acquisition-related expenses:
                         
(a) In-process research and development charge
   
   
   
14,000
   
 
(b) Amortization of acquired intangible assets
   
4,124
   
   
5,499
   
 
(c) Amortization of deferred compensation:
                         
Cost of sales
   
26
   
   
34
   
 
Research and development
   
160
   
   
213
   
 
Selling, general and administrative
   
282
   
   
377
   
 
Total amort. of deferred compensation
   
468
   
   
624
   
 
(d) Integration expenses:
                         
Research and development
   
   
   
9
   
 
Selling, general and administrative
   
277
   
   
423
   
 
Total integration expenses
   
277
   
   
432
   
 
(e) Purchase accounting adjustments:
                         
Revenue
   
240
   
   
330
   
 
Cost of sales
   
503
   
   
1,378
   
 
Selling, general and administrative
   
97
   
   
130
   
 
Total purchase accounting adjustments
   
840
   
   
1,838
   
 
Total Convedia acquisition-related exp.
   
5,709
   
   
22,393
   
 
(f) Stock-based compensation:
                         
Cost of sales
   
236
   
   
876
   
 
Research and development
   
542
   
   
1,745
   
 
Selling, general and administrative
   
1,346
   
   
3,968
   
 
Total stock-based compensation
   
2,124
   
   
6,589
   
 
(g) Restructuring and other charges
   
313
   
127
   
139
   
1,128
 
(h) Insurance gain
   
   
   
(362
)
 
 
(i) Gain related to supplier settlement
   
(400
)
 
   
(400
)
 
 
(j) Tax valuation allowance
   
   
(2,176
)
 
   
(2,176
)
(j) Income tax effect of reconciling items
   
(2,315
)
 
25
   
(3,365
)
 
(251
)
Non-GAAP net income (loss)
 
$
(40
)
$
2,861
 
$
11,978
 
$
14,659
 


 
The non-GAAP consolidated statements of operations below are adjusted for the items listed above.
 
NON-GAAP CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts, unaudited)
 
 
 
 
For the Three Months Ended
December 31, 
 
For the Year Ended
December 31,
 
 
 
2006 
 
2005 
 
2006 
 
2005 
 
Revenues (e)
 
$
60,941
 
$
61,905
 
$
292,811
 
$
260,234
 
Cost of sales (c) (e) (f)
   
42,993
   
44,725
   
211,237
   
183,398
 
Non-GAAP gross margin
   
17,948
   
17,180
   
81,574
   
76,836
 
Research and development (c) (d) (f)
   
10,568
   
7,571
   
39,525
   
29,784
 
Selling, general, and administrative (c) (d) (e) (f)
   
9,225
   
7,509
   
34,432
   
30,084
 
Intangible assets amortization (b)
   
131
   
513
   
725
   
2,052
 
Non-GAAP income (loss) from operations (a) (g)
   
(1,976
)
 
1,587
   
6,892
   
14,916
 
Loss on repurchase of convertible subordinated notes
   
   
(46
)
 
   
(50
)
Interest expense
   
(431
)
 
(457
)
 
(1,732
)
 
(2,053
)
Interest income
   
1,847
   
2,017
   
9,348
   
6,337
 
Other income (expense), net (h) (i)
   
8
   
(270
)
 
89
   
(879
)
Non-GAAP income (loss) before income tax provision
   
(552
)
 
2,831
   
14,597
   
18,271
 
Income tax provision (benefit) (j)
   
(512
)
 
(30
)
 
2,619
   
3,612
 
Non-GAAP net income (loss)
 
$
(40
)
$
2,861
 
$
11,978
 
$
14,659
 
Non-GAAP net income (loss) per share:
                         
Basic
 
$
0.00
 
$
0.14
 
$
0.57
 
$
0.73
 
Diluted (I)
 
$
0.00
 
$
0.12
 
$
0.50
 
$
0.62
 
Weighted average shares outstanding used to compute non-GAAP net income per share:
                         
Basic
   
21,572
   
20,543
   
21,158
   
20,146
 
Diluted
   
21,572
   
25,231
   
26,076
   
24,832
 

(I)
The diluted weighted average shares outstanding calculation includes shares underlying our 1.375% convertible senior notes; as a result, the diluted earnings per share calculation excludes the interest expense for our 1.375% convertible senior notes, net of tax benefit. The interest expense, net of tax benefit excluded from the diluted net income per share calculation amounted to $242 thousand for the three months ended December 31, 2005, and $974 thousand and $969 thousand for the year ended December 31, 2006 and 2005, respectively.
 
RECONCILIATION OF GAAP TO NON-GAAP LINE ITEMS AS A PERCENT OF REVENUE
AND EFFECTIVE TAX RATE FOR THE QUARTER ENDED DECEMBER 31, 2006
(unaudited)

   
Gross Margin
 
Research and Development
 
Selling, General and Administrative
 
Income (loss) from Operations
 
 
Income (loss) before income tax provision
 
Effective
Tax Rate
 
GAAP
   
27.9%
 
 
18.6% 
 
 
18.5% 
 
 
(16.7)%
 
 
(13.7)%
 
 
34.1%
 
Amortization of acquired intangible assets (b)
   
   
   
   
6.8
   
6.8
   
31.2
 
Amortization of deferred compensation (c) 
   
   
(0.3.)
 
 
(0.5)
 
 
0.8
   
0.8
   
3.5
 
Integration expenses (d)
   
   
   
(0.5)
 
 
0.5
   
0.5
   
2.1
 
Purchase accounting adjustments (e)
   
1.2
   
   
(0.2)
 
 
1.4
   
1.4
   
6.4
 
 Stock-based compensation (f)
   
0.4
   
(1.0)
 
 
(2.2)
 
 
3.5
   
3.5
   
16.1
 
 Restructuring (g)
   
   
   
   
0.5
   
0.5
   
2.3
 
Gain related to supplier settlement (i)
   
   
   
   
   
(0.7)
 
 
(3.0)
 
Non-GAAP
   
29.5%
 
 
17.3%
 
 
15.1%
 
 
(3.2)%
 
 
(0.9)%
 
 
92.7%
 
   

 
The tables below are related to guidance estimates for the quarter ending March 31, 2007:

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

   
Tax Effected Estimates for the
Quarter Ended March 31, 2007
Low End High End
 
Per Share Estimates for the Quarter Ended March 31, 2007
Low End High End
 
GAAP net loss (assumes tax rate of 16%)
   
($7.2
)
 
($5.8
)
 
($0.33
)
 
($0.27
)
Amortization of acquired intangible assets
   
3.5
   
3.5
   
0.15
   
0.15
 
Stock-based compensation
   
1.9
   
1.9
   
0.09
   
0.09
 
Restructuring charges
   
0.4
   
0.4
   
0.02
   
0.02
 
                           
Amortization of deferred compensation
   
0.4
   
0.4
   
0.02
   
0.02
 
Purchase accounting adjustments
   
0.2
   
0.2
   
0.01
   
0.01
 
Integration expenses
   
0.1
   
0.1
   
0.01
   
0.01
 
Total adjustments
   
6.5
   
6.5
   
0.30
   
0.30
 
Non-GAAP net income (loss) (assumes tax rate of 24%)
   
($0.7
)
$
0.7
   
($0.03
)
$
0.03
 
 

RECONCILIATION OF GAAP TO NON-GAAP GUIDANCE GROSS MARGIN RATE
(unaudited)
 
   
Estimates for the Quarter Ended
March 31, 2007
 
     
Low End
   
High End
 
GAAP gross margin % of revenue
   
27.4%
 
 
28.4%
 
Stock-based compensation
   
0.4
   
0.4
 
Purchase accounting adjustments
   
0.2
   
0.2
 
Non-GAAP gross margin % of revenue
   
28.0%
 
 
29.0%
 

 
RECONCILIATION OF GAAP TO NON-GAAP GUIDANCE ESTIMATES
FOR THE QUARTER ENDED MARCH 31, 2007
(unaudited, dollars in millions)

   
Research and
Development Expense
 
Selling, General
and Admin. Expense
 
GAAP
 
$
11.0
 
$
11.4
 
Stock-based compensation
   
(0.6
)
 
(1.4
)
Amortization of deferred compensation
   
(0.2
)
 
(0.3
)
Integration expenses
   
   
(0.2
)
Purchase accounting adjustments
   
   
(0.1
)
Non-GAAP
 
$
10.2
 
$
9.4