|
| [April 24, 2012] |
 |
Radisys Reports First Quarter 2012 Results
HILLSBORO, Ore. --(Business Wire)--
Radisys® Corporation (NASDAQ: RSYS), a leading provider of
embedded wireless infrastructure solutions for telecom, aerospace,
defense and public safety applications, announced revenues for the first
quarter of $75.5 million and non-GAAP revenue of $75.7 million. First
quarter GAAP net loss was $4.8 million or $0.18 per share and non-GAAP
net income was $1.5 million or $0.05 per diluted share. First quarter
non-GAAP results exclude the impact of purchase accounting adjustments,
amortization of acquired intangible assets, stock-based compensation and
restructuring and acquisition-related charges. A reconciliation of GAAP
to non-GAAP results is located in the tables below.
Commenting on the first quarter results, Mike Dagenais, Radisys' Chief
Executive Officer stated, "Our first quarter performance came in as
expected. Solid shipments in both our ATCA and Software & Solutions
product groups, which combined grew 60% year on year, enabled non-GAAP
gross margins of nearly 34%. We also were able to drive lower costs
relative to our plan due to the ongoing focus on improving efficiencies
throughout the organization. We expect these efforts to result in
additional 2012 expense synergies."
Mr. Dagenais went on to say, "We had another good design win quarter
with customers continuing to validate our strategy by awarding us wins
that combine our hardware and software technology and leverage our
professional services in unique ways. High margin wins for a network
load balancer, femto gateway, and a 'Push-to-Talk' application aimed at
the defense market are good examples from this last quarter that
demonstrate our capability of bringing unique solutions to our
customers. In addition, we had numerous design wins within our COMe
product lines for use in military and communication applications."
First Quarter Financial Highlights
-
GAAP revenue was $75.5 million and non-GAAP revenue was $75.7 million.
ATCA and Software & Solutions Revenues were $49.7 million, up 60% Year
over Year and growing to 66% of Total Revenue.
-
GAAP gross margin was 30.5%. Non-GAAP gross margin was 33.8% and
represents a 5 percentage point increase from the same quarter last
year, primarily resulting from improved product mix.
-
Total GAAP Research and Development (R&D) and Selling, General and
Administrative (SG&A) expenses were $24.5 million and non-GAAP R&D and
SG&A expenses were $23.6 million, down $3.3 million from the prior
quarter as result of integration synergies.
-
Cash consumed from operating activities was $0.9 million and was in
line with expectations. Cash and cash equivalents were $43.8 million
at the end of the first quarter, down from $47.8 million at the end of
the fourth quarter primarily due to acquisition related activities
including severance related payouts and capital expenditures.
Financial Outlook
Second Quarter 2012 Outlook
-
Revenue: Non-GAAP revenue is expected to be between $80 and $86
million representing an approximate $7 million or 10% increase from
the first quarter. ATCA and Software & Solutions revenue is expected
to drive the majority of the increase as end customer deployments from
previous design wins begin ramping. All other revenue categories are
expected to be slightly up when compared to the first quarter.
-
Gross Margin: Second quarter non-GAAP gross margin rate is
expected to be between 35% and 37%.
-
Operating Expenses: Second quarter non-GAAP R&D and SG&A
expenses are expected to increase by as much as $1 million
sequentially as a result of increased R&D associated with 40 gig ATCA
products nearing production release.
-
EPS: Second quarter non-GAAP net income is expected to be
between $0.13 and $0.18 per diluted share.
Mr. Dagenais went on to say, "While we have seen some near term
softening from our largest customer, our business fundamentals and
prospects for long term profitable growth remain unchanged. Our
customers are continuing to show they value our unique capabilities as
they seek to resolve their wireless network capacity challenges. The
integration of Continuous Computing is going well and yielding better
than expected cost synergies that position us very well for delivering
long term revenue and profit growth."
Conference Call and Web-cast Information
Radisys will host a conference call on Tuesday, April 24, 2012 at 5:00
p.m. ET to discuss the first quarter 2012 results, the financial and
business outlook for the second quarter.
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# 70408416. 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. ET on Tuesday, May 8, 2012. To access
the replay, dial (855) 859-2056 or (404) 537-3406 with conference ID#
70408416. A replay of the webcast will be available for an extended
period of time on the Radisys investor relations website at http://investor.radisys.com/.
Forward-Looking Statements
This press release contains forward-looking statements, including
statements about the Company's business strategy, financial outlook,
expectations for the second quarter of 2012, and items related to the
acquisition of Continuous Computing such as certain royalty revenues,
earn-out payments, expected synergies and other expense savings and
operational and administrative efficiencies, revenue growth, margin
improvement, accretion to earnings, financial performance, management
changes and other attributes of the Company following the acquisition.
Actual results could differ materially from the outlook guidance and
expectations in these forward-looking statements as a result of a number
of risk factors, including, among others, (a) the Company's dependence
on certain customers and high degree of customer concentration, (b) the
Company's use of one contract manufacturer for a significant portion of
the production of its products, (c) the anticipated amount and timing of
revenues from design wins due to the Company's customers' product
development time, cancellations or delays, (d) fluctuations in currency
exchange rates, (e) the ability of the Company to successfully integrate
the business and operations of Continuous Computing and higher than
expected costs of integration, (f) the Company's ability to successfully
manage the transition from 10G to 40G ATCA product technologies, (g)
performance and customer acceptance of the Trillium line of products,
(h) the combined Company's financial results and performance and (i)
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, 2011 and in Radisys' subsequent Quarterly Reports on Form
10-Q, copies of which may be obtained 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. All information in this press release is
as of April 24, 2012. The Company undertakes no duty to update any
forward-looking statement to conform the statement to actual results or
changes in the Company's expectations.
Non-GAAP Financial Measures
To supplement its consolidated financial statements in accordance with
generally accepted accounting principles (GAAP), the Company's earnings
release contains non-GAAP financial measures that exclude certain
expenses, gains and losses, such as the effects of (a) purchase
accounting adjustments, (b) amortization of acquired intangible assets,
(c) stock-based compensation expense, (d) restructuring and
acquisition-related charges (reversals), net, and (e) the income tax
effect of reconciling items. The Company believes that the use of
non-GAAP financial measures provides useful information to investors to
gain an overall understanding of its current financial performance and
its prospects for the future. Specifically, the Company believes the
non-GAAP results provide useful information to both management and
investors by excluding certain expenses, gains and losses that the
Company believes are not indicative of its core operating results. In
addition, non-GAAP financial measures are used by management for
budgeting and forecasting as well as subsequently measuring the
Company's performance, and the Company believes that it is providing
investors with financial measures that most closely align to its
internal measurement processes. These non-GAAP measures are considered
to be reflective of the Company's core operating results as they more
closely reflect the essential revenue-generating activities of the
Company and direct operating expenses (resulting in cash expenditures)
needed to perform these revenue-generating activities. The Company also
believes, based on feedback provided to the Company during its earnings
calls' Q&A sessions and discussions with the investment community, that
the non-GAAP financial measures it provides are necessary to allow the
investment community to construct their valuation models to better align
its results and projections with its competitors and market sector, as
there is significant variability and unpredictability across companies
with respect to certain expenses, gains and losses.
The non-GAAP financial information is presented using a consistent
methodology from quarter-to-quarter and year-to-year. These measures
should be considered in addition to results prepared in accordance with
GAAP. In addition, these non-GAAP financial measures are not based on
any comprehensive set of accounting rules or principles. The Company
believes that non-GAAP financial measures have limitations in that they
do not reflect all of the amounts associated with the Company's results
of operations as determined in accordance with GAAP and that these
measures should only be used to evaluate the Company's results of
operations in conjunction with the corresponding GAAP financial measures.
A reconciliation of non-GAAP information to GAAP information is included
in the tables below. The non-GAAP financial measures disclosed by the
Company should not be considered a substitute for or superior to
financial measures calculated in accordance with GAAP, and
reconciliations between GAAP and non-GAAP financial measures included in
this earnings release should be carefully evaluated. The non-GAAP
financial measures used by the Company may be calculated differently
from, and therefore may not be comparable to, similarly titled measures
used by other companies.
About Radisys
Radisys (NASDAQ: RSYS) is a leading provider of embedded wireless
infrastructure solutions for telecom, aerospace, defense and public
safety applications. Radisys' market-leading ATCA, IP Media Server and
Com Express platforms coupled with world-renowned Trillium software,
services and market expertise enable customers to bring high-value
products and services to market faster with lower investment and risk.
Radisys solutions are used in a wide variety of 3G & 4G / LTE mobile
network applications including: Radio Access Networks (RAN) solutions
from femtocells to picocells and macrocells, wireless core network
applications, Deep Packet Inspection (DPI) and policy management;
conferencing and media services including voice, video and data, as well
as customized mobile network applications that support the aerospace,
defense and public safety markets.
Radisys® and Trillium® are registered trademarks of Radisys.
|
|
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
(In thousands, except per share amounts, unaudited)
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2012
|
|
2011
|
|
Revenues
|
|
$
|
75,487
|
|
|
$
|
73,627
|
|
|
Cost of sales:
|
|
|
|
|
|
Cost of sales
|
|
50,005
|
|
|
52,234
|
|
|
Amortization of purchased technology
|
|
2,442
|
|
|
1,164
|
|
|
Gross margin
|
|
23,040
|
|
|
20,229
|
|
|
Operating expenses
|
|
|
|
|
|
Research and development
|
|
12,546
|
|
|
9,007
|
|
|
Selling, general and administrative
|
|
12,000
|
|
|
11,035
|
|
|
Intangible assets amortization
|
|
1,304
|
|
|
192
|
|
|
Restructuring and acquisition-related charges, net
|
|
1,444
|
|
|
40
|
|
|
Loss from operations
|
|
(4,254
|
)
|
|
(45
|
)
|
|
Interest expense
|
|
(421
|
)
|
|
(496
|
)
|
|
Other income (expense), net
|
|
164
|
|
|
(37
|
)
|
|
Loss before income tax expense (benefit)
|
|
(4,511
|
)
|
|
(578
|
)
|
|
Income tax expense (benefit)
|
|
304
|
|
|
(49
|
)
|
|
Net loss
|
|
$
|
(4,815
|
)
|
|
$
|
(529
|
)
|
|
|
|
|
|
|
|
Net loss per share:
|
|
|
|
|
|
Basic
|
|
$
|
(0.18
|
)
|
|
$
|
(0.02
|
)
|
|
Diluted (I)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.02
|
)
|
|
Weighted average shares outstanding
|
|
|
|
|
|
Basic
|
|
26,656
|
|
|
24,347
|
|
|
Diluted (I)
|
|
26,656
|
|
|
24,347
|
|
|
|
|
(I) For all periods presented, the computation of diluted
earnings per share excludes the effects of stock options,
restricted stock units, escrow shares and the Company's 2013
convertible senior notes, as they are anti-dilutive.
|
|
|
|
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
(In thousands, unaudited)
|
|
|
|
|
|
|
|
|
|
March 31, 2012
|
|
December 31, 2011 (a)
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
43,841
|
|
|
$
|
47,770
|
|
|
Accounts receivable, net
|
|
47,272
|
|
|
49,212
|
|
|
Inventories and inventory deposit, net
|
|
30,149
|
|
|
35,454
|
|
|
Other current assets
|
|
13,687
|
|
|
14,623
|
|
|
Total current assets
|
|
134,949
|
|
|
147,059
|
|
|
Property and equipment, net
|
|
16,312
|
|
|
15,366
|
|
|
Goodwill and intangible assets, net
|
|
111,045
|
|
|
114,702
|
|
|
Other assets, net
|
|
19,836
|
|
|
20,057
|
|
|
Total assets
|
|
$
|
282,142
|
|
|
$
|
297,184
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Accounts payable
|
|
$
|
36,081
|
|
|
$
|
37,874
|
|
|
Deferred income
|
|
8,238
|
|
|
11,602
|
|
|
Other accrued liabilities
|
|
19,772
|
|
|
26,914
|
|
|
2013 convertible senior notes, net
|
|
45,000
|
|
|
-
|
|
|
Total current liabilities
|
|
109,091
|
|
|
76,390
|
|
|
2013 convertible senior notes, net
|
|
-
|
|
|
45,000
|
|
|
Other long-term liabilities
|
|
9,390
|
|
|
9,061
|
|
|
Total liabilities
|
|
118,481
|
|
|
130,451
|
|
|
Shareholders' equity:
|
|
|
|
|
|
Common stock
|
|
302,575
|
|
|
301,225
|
|
|
Accumulated deficit
|
|
(141,027
|
)
|
|
(136,212
|
)
|
|
Accumulated other comprehensive income
|
|
2,113
|
|
|
1,720
|
|
|
Total shareholders' equity
|
|
163,661
|
|
|
166,733
|
|
|
Total liabilities and shareholders' equity
|
|
$
|
282,142
|
|
|
$
|
297,184
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) In accordance with ASC 805-10, the Company's December
31, 2011 balance sheet has been revised to reflect the impact of
additional tax-related adjustments to our purchase accounting for
Continuous Computing. These adjustments occurred during the
measurement period and relate to matters existing on the date of
acquisition. Additional discussion of these measurement period
adjustments will be provided in our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2012.
|
|
|
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
|
|
|
|
For the Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2012
|
|
2011
|
|
Cash flows from operating activities:
|
|
|
|
|
|
Net loss
|
|
$
|
(4,815
|
)
|
|
$
|
(529
|
)
|
|
Adjustments to reconcile net loss to net cash
|
|
|
|
|
|
provided by (used in) operating activities:
|
|
|
|
|
|
Depreciation and amortization
|
|
5,638
|
|
|
2,633
|
|
|
Stock-based compensation expense
|
|
922
|
|
|
1,401
|
|
|
Other adjustments
|
|
719
|
|
|
585
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
Accounts receivable
|
|
1,898
|
|
|
(5,200
|
)
|
|
Inventories and inventory deposit
|
|
4,738
|
|
|
(541
|
)
|
|
Accounts payable
|
|
(1,496
|
)
|
|
7,915
|
|
|
Deferred income
|
|
(3,380
|
)
|
|
2,479
|
|
|
Other operating assets and liabilities
|
|
(5,086
|
)
|
|
(2,857
|
)
|
|
Net cash provided by (used in) operating activities
|
|
(862
|
)
|
|
5,886
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
Capital expenditures
|
|
(3,574
|
)
|
|
(961
|
)
|
|
Other investing activities, net
|
|
-
|
|
|
(500
|
)
|
|
Net cash used in investing activities
|
|
(3,574
|
)
|
|
(1,461
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
Repurchases of common stock
|
|
-
|
|
|
(1,258
|
)
|
|
Proceeds from issuance of common stock
|
|
431
|
|
|
543
|
|
|
Other financing activities, net
|
|
(14
|
)
|
|
(124
|
)
|
|
Net cash provided by (used in) financing activities
|
|
417
|
|
|
(839
|
)
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
90
|
|
|
131
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
(3,929
|
)
|
|
3,717
|
|
|
Cash and cash equivalents, beginning of period
|
|
47,770
|
|
|
129,078
|
|
|
Cash and cash equivalents, end of period
|
|
$
|
43,841
|
|
|
$
|
132,795
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
BY GEOGRAPHY
|
|
(In thousands, unaudited)
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2012
|
|
2011
|
|
North America
|
|
$
|
29,561
|
|
39.1
|
%
|
|
$
|
19,046
|
|
25.9
|
%
|
|
Europe, the Middle East and Africa ("EMEA")
|
|
19,448
|
|
25.8
|
|
|
25,456
|
|
34.6
|
|
|
Asia Pacific
|
|
26,478
|
|
35.1
|
|
|
29,125
|
|
39.5
|
|
|
Total
|
|
$
|
75,487
|
|
100.0
|
%
|
|
$
|
73,627
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES BY PRODUCT GROUP
|
|
(In thousands, unaudited)
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2012
|
|
2011
|
|
ATCA Platforms
|
|
$
|
37,672
|
|
49.9
|
%
|
|
$
|
27,488
|
|
37.3
|
%
|
|
COM Express and Rackmount Server
|
|
13,150
|
|
17.4
|
|
|
12,943
|
|
17.6
|
|
|
Software and Solutions (I)
|
|
12,060
|
|
16.0
|
|
|
3,608
|
|
4.9
|
|
|
Other Products
|
|
12,605
|
|
16.7
|
|
|
29,588
|
|
40.2
|
|
|
Total Revenues
|
|
$
|
75,487
|
|
100.0
|
%
|
|
$
|
73,627
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(I) For the three months ended March 31, 2012, Software and
Solutions revenues include a reduction in revenue of $189 for
purchase accounting adjustments. Refer to the description of
non-GAAP financial measures for detail of this adjustment.
|
|
|
|
RECONCILIATION OF GAAP to NON-GAAP FINANCIAL MEASURES AND AS A
PERCENT OF REVENUES
|
|
(In thousands, except per share amounts, unaudited)
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2012
|
|
2011
|
|
REVENUES:
|
|
|
|
|
|
|
|
GAAP revenues
|
|
$
|
75,487
|
|
|
|
$
|
73,627
|
|
|
|
(a) Purchase accounting adjustments
|
|
189
|
|
|
|
-
|
|
|
|
Non-GAAP revenues
|
|
$
|
75,676
|
|
|
|
$
|
73,627
|
|
|
|
|
|
|
|
|
|
|
|
GROSS MARGIN:
|
|
|
|
|
|
|
|
GAAP gross margin
|
|
$
|
23,040
|
|
30.5
|
%
|
|
$
|
20,229
|
|
27.5
|
%
|
|
(a) Purchase accounting adjustments
|
|
189
|
|
|
|
-
|
|
|
|
(b) Amortization of acquired intangible assets
|
|
2,442
|
|
|
|
1,164
|
|
|
|
(c) Stock-based compensation
|
|
(71
|
)
|
|
|
185
|
|
|
|
(d) Restructuring and acquisition-related charges, net
|
|
5
|
|
|
|
-
|
|
|
|
Non-GAAP gross margin
|
|
$
|
25,605
|
|
33.8
|
%
|
|
$
|
21,578
|
|
29.3
|
%
|
|
|
|
|
|
|
|
|
|
RESEARCH AND DEVELOPMENT:
|
|
|
|
|
|
|
|
GAAP research and development
|
|
$
|
12,546
|
|
16.6
|
%
|
|
$
|
9,007
|
|
12.2
|
%
|
|
(c) Stock-based compensation
|
|
(327
|
)
|
|
|
(313
|
)
|
|
|
Non-GAAP research and development
|
|
$
|
12,219
|
|
16.1
|
%
|
|
$
|
8,694
|
|
11.8
|
%
|
|
|
|
|
|
|
|
|
|
SELLING, GENERAL AND ADMINISTRATIVE:
|
|
|
|
|
|
|
|
GAAP selling, general and administrative
|
|
$
|
12,000
|
|
15.9
|
%
|
|
$
|
11,035
|
|
15.0
|
%
|
|
(c) Stock-based compensation
|
|
(666
|
)
|
|
|
(903
|
)
|
|
|
Non-GAAP selling, general and administrative
|
|
$
|
11,334
|
|
15.0
|
%
|
|
$
|
10,132
|
|
13.8
|
%
|
|
|
|
|
|
|
|
|
|
INCOME FROM OPERATIONS:
|
|
|
|
|
|
|
|
GAAP loss from operations
|
|
$
|
(4,254
|
)
|
(5.6
|
)%
|
|
$
|
(45
|
)
|
(0.1
|
)%
|
|
(a) Purchase accounting adjustments
|
|
189
|
|
|
|
-
|
|
|
|
(b) Amortization of acquired intangible assets
|
|
3,746
|
|
|
|
1,356
|
|
|
|
(c) Stock-based compensation
|
|
922
|
|
|
|
1,401
|
|
|
|
(d) Restructuring and acquisition-related charges, net
|
|
1,449
|
|
|
|
40
|
|
|
|
Non-GAAP income from operations
|
|
$
|
2,052
|
|
2.7
|
%
|
|
$
|
2,752
|
|
3.7
|
%
|
|
|
|
|
|
|
|
|
|
NET INCOME:
|
|
|
|
|
|
|
|
GAAP net loss
|
|
$
|
(4,815
|
)
|
(6.4
|
)%
|
|
$
|
(529
|
)
|
(0.7
|
)%
|
|
(a) Purchase accounting adjustments
|
|
189
|
|
|
|
-
|
|
|
|
(b) Amortization of acquired intangible assets
|
|
3,746
|
|
|
|
1,356
|
|
|
|
(c) Stock-based compensation
|
|
922
|
|
|
|
1,401
|
|
|
|
(d) Restructuring and acquisition-related charges, net
|
|
1,449
|
|
|
|
40
|
|
|
|
(e) Income tax effect of reconciling items
|
|
35
|
|
|
|
(38
|
)
|
|
|
Non-GAAP net income
|
|
$
|
1,526
|
|
2.0
|
%
|
|
$
|
2,230
|
|
3.0
|
%
|
|
|
|
|
|
|
|
|
|
GAAP weighted average diluted shares
|
|
26,656
|
|
|
|
24,347
|
|
|
|
Escrow shares
|
|
1,344
|
|
|
|
-
|
|
|
|
Dilutive equity awards included in
|
|
|
|
|
|
|
|
Non-GAAP earnings per share
|
|
845
|
|
|
|
459
|
|
|
|
2013 convertible senior notes dilutive shares (I)
|
|
-
|
|
|
|
-
|
|
|
|
Non-GAAP weighted average diluted shares (I)
|
|
28,845
|
|
|
|
24,806
|
|
|
|
GAAP net loss per share (diluted)
|
|
$
|
(0.18
|
)
|
|
|
$
|
(0.02
|
)
|
|
|
Non-GAAP adjustments detailed above
|
|
0.23
|
|
|
|
0.11
|
|
|
|
Non-GAAP net income per share (diluted) (I)
|
|
$
|
0.05
|
|
|
|
$
|
0.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(I) For the three months ended March 31, 2012 and 2011, the
diluted earnings per share calculation excludes the effects of the
Company's 2013 convertible senior notes, as they are anti-dilutive.
|
|
|
|
RECONCILIATION OF GAAP TO NON-GAAP GUIDANCE
|
|
NET INCOME (LOSS) PER SHARE
|
|
(In millions, except per share amounts, unaudited)
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
June 30, 2012
|
|
|
|
Low End
|
|
High End
|
|
GAAP net loss (assumes tax rate of 10%)
|
|
$
|
(1.7
|
)
|
|
$
|
(0.1
|
)
|
|
(a) Purchase accounting adjustments
|
|
0.1
|
|
|
0.1
|
|
|
(b) Amortization of acquired intangible assets
|
|
3.7
|
|
|
3.7
|
|
|
(c) Stock-based compensation
|
|
1.0
|
|
|
1.0
|
|
|
(d) Restructuring and acquisition-related charges, net
|
|
1.1
|
|
|
1.1
|
|
|
(e) Income tax effect of reconciling items
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|
Total adjustments
|
|
5.5
|
|
|
5.6
|
|
|
Non-GAAP net income (assumes tax rate of 5%)
|
|
$
|
3.8
|
|
|
$
|
5.5
|
|
|
|
|
|
|
|
|
GAAP weighted average shares
|
|
26,800
|
|
|
26,800
|
|
|
Non-GAAP adjustments
|
|
5,900
|
|
|
5,900
|
|
|
Non-GAAP weighted average shares (diluted) (I)
|
|
32,700
|
|
|
32,700
|
|
|
|
|
|
|
|
|
GAAP net loss per share
|
|
$
|
(0.06
|
)
|
|
$
|
(0.01
|
)
|
|
Non-GAAP adjustments detailed above
|
|
0.19
|
|
|
0.19
|
|
|
Non-GAAP net income per share (diluted) (I)
|
|
$
|
0.13
|
|
|
$
|
0.18
|
|
|
|
|
|
|
|
|
|
|
|
|
(I) For the three months ended June 30, 2012 guidance for
the diluted earnings per share calculation includes the effects of
the 3.5 million shares underlying our 2013 convertible senior
notes and excludes the related interest costs totaling $0.4
million.
|
|
|
|
RECONCILIATION OF GAAP TO NON-GAAP GUIDANCE
|
|
REVENUES
|
|
(unaudited)
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
June 30, 2012
|
|
|
|
Low End
|
|
High End
|
|
GAAP
|
|
$
|
79.9
|
|
|
$
|
85.9
|
|
(a) Purchase accounting adjustments
|
|
0.1
|
|
|
0.1
|
|
Non-GAAP
|
|
$
|
80.0
|
|
|
$
|
86.0
|
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF GAAP TO NON-GAAP GUIDANCE
|
|
GROSS MARGIN
|
|
(unaudited)
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
June 30, 2012
|
|
|
|
Low End
|
|
High End
|
|
GAAP
|
|
31.7
|
%
|
|
33.9
|
%
|
|
(a) Purchase accounting adjustments
|
|
0.1
|
|
|
0.1
|
|
|
(b) Amortization of acquired intangible assets
|
|
3.0
|
|
|
2.8
|
|
|
(c) Stock-based compensation
|
|
0.2
|
|
|
0.2
|
|
|
Non-GAAP
|
|
35.0
|
%
|
|
37.0
|
%
|
|
|
|
|
|
|
|
|
|
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 for the
|
|
|
|
Three Months Ended
|
|
|
|
June 30, 2012
|
|
GAAP
|
|
$
|
26.7
|
|
|
(b) Amortization of acquired intangible assets
|
|
(1.3
|
)
|
|
(c) Stock-based compensation
|
|
(0.9
|
)
|
|
Non-GAAP
|
|
$
|
24.5
|
|
|
|
|
|
|
|
The Company excludes the following expenses, reversals, gains and losses
from its non-GAAP financial measures, when applicable:
(a) Purchase accounting adjustments: Purchase accounting
adjustments consistent of the impact to revenues and cost of sales
associated with adjusting deferred revenue and inventories of acquired
companies to fair value. For deferred revenue, as is the case with our
existing business, at the time of acquisition, the acquired business
recorded deferred revenue related to past transactions for which revenue
would have been recognized by the acquired entity in future periods as
revenue recognition criteria were satisfied. However, purchase
accounting rules require us to write down a portion of this deferred
revenue to its then current fair value, which is equivalent to the cost
to complete the outstanding obligations required to earn the deferred
revenue plus a reasonable margin. Consequently, in post-acquisition
periods, we do not recognize the full amount of this deferred revenue.
When measuring the performance of our business, however, we add back
non-GAAP revenue associated with deferrals for which no future
obligations existed as well as obligations we assumed to provide
maintenance or support to customers of the acquired business that were
excluded as a result of these purchase accounting adjustments. We
believe that the non-GAAP revenue disclosures enhance investors' ability
to conduct period-over-period analyses of our results that reflect the
full impact of the acquired business's results together with the results
from our pre-existing products and services.
In addition, the non-GAAP financial results exclude the impact to cost
of sales from the markup of inventories required by GAAP as part of the
fair value adjustments required under purchase accounting for business
combinations. This results from marking the acquired company's inventory
to fair value at the time of acquisition. This charge is not factored
into management's evaluation of potential acquisitions or our
performance after completion of acquisitions, because it is not related
to our core operating performance, and the frequency and amount of this
type of charge can vary significantly based on the size and timing of
our acquisitions. Excluding this data provides investors with a basis to
compare the company against the performance of other companies without
this variability.
(b) Amortization of acquired intangible assets: Amortization of
acquisition-related intangible assets primarily relate to core and
existing technologies, patents, trade name and customer relationships
that were acquired with the acquisition of Convedia, MCPD and Pactolus.
The Company excludes the amortization of acquisition-related intangible
assets because it does not reflect the Company's ongoing business and it
does not have a direct correlation to the operation of the Company's
business. In addition, in accordance with GAAP, the Company generally
recognizes expenses for internally-developed intangible assets as they
are incurred, notwithstanding the potential future benefit such assets
may provide. Unlike internally-developed intangible assets, however, and
also in accordance with GAAP, the Company generally capitalizes the cost
of acquired intangible assets and recognizes that cost as an expense
over the useful lives of the assets acquired. As a result of their GAAP
treatment, there is an inherent lack of comparability between the
financial performance of internally-developed intangible assets and
acquired intangible assets. Accordingly, the Company believes it is
useful to provide, as a supplement to its GAAP operating results,
non-GAAP financial measures that exclude the amortization of acquired
intangibles in order to enhance the period-over-period comparison of its
operating results, as there is significant variability and
unpredictability across companies with respect to this expense.
(c) Stock-based compensation: Stock-based compensation consists
of expenses recorded under GAAP, in connection with stock awards such as
stock options, restricted stock awards and restricted stock units
granted under the Company's equity incentive plans and shares issued
pursuant to the Company's employee stock purchase plan. The Company
excludes stock-based compensation from non-GAAP financial measures
because it is a non-cash measurement that does not reflect the Company's
ongoing business and because the Company believes that investors want to
understand the impact on the Company of the adoption of the applicable
GAAP surrounding share based payments; the Company believes that the
provision of non-GAAP information that excludes stock-based compensation
improves the ability of investors to compare its period-over-period
operating results, as there is significant variability and
unpredictability across companies with respect to this expense.
(d) Restructuring and acquisition-related charges, net: Restructuring
and acquisition-related charges, net: Restructuring primarily relates to
activities engaged in by the Company's management to simplify and focus
its infrastructure. 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.
In addition to restructuring activities, we exclude certain other
acquisition-related items including the following, when applicable: (i)
integration related charges; and (ii) acquisition-related charges.
Acquisitions result in non-recurring operating expenses, which would not
otherwise have been incurred by us in the normal course of our business
operations. Integration charges include, among other things, expenses
associated with operational consolidation, training, rebranding and
consulting. Acquisition-related charges include transaction fees and
legal and professional service expenses incurred in connection with our
acquisitions. We believe that providing non-GAAP information for
acquisition-related expense items in addition to the corresponding GAAP
information allows the users of our financial statements to better
review and understand the historic and current results of our continuing
operations, and also facilitates comparisons to less acquisitive peer
companies.
(e) Income taxes: Income tax provision/ (benefit) associated with
non-GAAP adjustments, which is calculated as the net effect of all
non-GAAP financial statement adjustments on the Company's overall income
tax provision/ (benefit).

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