[x]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OREGON
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93-0945232
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(State or other jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification Number)
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Large accelerated filer
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[ ]
|
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Accelerated filer
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[x]
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Non-accelerated filer
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[ ]
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(Do not check if a smaller reporting company)
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Smaller reporting company
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[ ]
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PART I. FINANCIAL INFORMATION
|
|
Page
|
Item 1. Financial Statements
|
|
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Consolidated Statements of Operations (unaudited) – Three Months Ended March 31, 2010 and 2009
|
|
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Consolidated Balance Sheets – March 31, 2010 (unaudited) and December 31, 2009
|
|
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Consolidated Statement of Changes in Shareholders’ Equity (unaudited) – Three Months Ended March 31, 2010
|
|
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Consolidated Statements of Cash Flows (unaudited) – Three Months Ended March 31, 2010 and 2009
|
|
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Notes to Consolidated Financial Statements
|
|
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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Item 4. Controls and Procedures
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PART II. OTHER INFORMATION
|
|
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Item 1A. Risk Factors
|
|
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Item 6. Exhibits
|
|
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Signatures
|
|
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For the Three Months Ended
|
||||||
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March 31,
|
||||||
|
2010
|
|
2009
|
||||
Revenues
|
$
|
67,307
|
|
|
$
|
77,604
|
|
Cost of sales:
|
|
|
|
||||
Cost of sales
|
45,370
|
|
|
51,951
|
|
||
Amortization of purchased technology
|
1,641
|
|
|
1,619
|
|
||
Total cost of sales
|
47,011
|
|
|
53,570
|
|
||
Gross margin
|
20,296
|
|
|
24,034
|
|
||
Research and development
|
9,706
|
|
|
11,197
|
|
||
Selling, general and administrative
|
11,222
|
|
|
11,812
|
|
||
Intangible assets amortization
|
160
|
|
|
647
|
|
||
Restructuring charges, net
|
201
|
|
|
1,478
|
|
||
Loss from operations
|
(993
|
)
|
|
(1,100
|
)
|
||
Interest expense
|
(568
|
)
|
|
(590
|
)
|
||
Interest income
|
311
|
|
|
395
|
|
||
Other (expense) income, net
|
(21
|
)
|
|
124
|
|
||
Loss before income tax (benefit) expense
|
(1,271
|
)
|
|
(1,171
|
)
|
||
Income tax (benefit) expense
|
(223
|
)
|
|
38,926
|
|
||
Net loss
|
$
|
(1,048
|
)
|
|
$
|
(40,097
|
)
|
Net loss per share:
|
|
|
|
||||
Basic
|
$
|
(0.04
|
)
|
|
$
|
(1.73
|
)
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Diluted
|
$
|
(0.04
|
)
|
|
$
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(1.73
|
)
|
Weighted average shares outstanding:
|
|
|
|
||||
Basic
|
23,946
|
|
|
23,119
|
|
||
Diluted
|
23,946
|
|
|
23,119
|
|
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March 31,
2010 |
|
December 31,
2009 |
||||
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(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
110,395
|
|
|
$
|
100,672
|
|
Short-term investments
|
42,679
|
|
|
54,321
|
|
||
ARS settlement right
|
4,290
|
|
|
7,833
|
|
||
Accounts receivable, net
|
40,505
|
|
|
44,614
|
|
||
Other receivables
|
2,891
|
|
|
3,708
|
|
||
Inventories, net
|
13,910
|
|
|
15,325
|
|
||
Inventory deposit, net
|
1,138
|
|
|
2,126
|
|
||
Other current assets
|
4,635
|
|
|
4,679
|
|
||
Deferred tax assets, net
|
1,967
|
|
|
1,912
|
|
||
Total current assets
|
222,410
|
|
|
235,190
|
|
||
Property and equipment, net
|
9,423
|
|
|
9,926
|
|
||
Intangible assets, net
|
12,214
|
|
|
10,720
|
|
||
Long-term deferred tax assets, net
|
14,895
|
|
|
14,925
|
|
||
Other assets
|
6,206
|
|
|
6,273
|
|
||
Total assets
|
$
|
265,148
|
|
|
$
|
277,034
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
29,061
|
|
|
$
|
29,073
|
|
Accrued wages and bonuses
|
5,948
|
|
|
6,934
|
|
||
Deferred income
|
3,488
|
|
|
3,156
|
|
||
Line of credit
|
31,137
|
|
|
41,287
|
|
||
Other accrued liabilities
|
11,998
|
|
|
14,302
|
|
||
Total current liabilities
|
81,632
|
|
|
94,752
|
|
||
Long-term liabilities:
|
|
|
|
||||
2013 convertible senior notes
|
50,000
|
|
|
50,000
|
|
||
Other long-term liabilities
|
2,519
|
|
|
2,565
|
|
||
Total long-term liabilities
|
52,519
|
|
|
52,565
|
|
||
Total liabilities
|
134,151
|
|
|
147,317
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock — $.01 par value, 5,664 shares authorized; none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock — no par value, 100,000 shares authorized; 24,027 and 23,876 shares issued and outstanding at March 31, 2010 and December 31, 2009
|
261,151
|
|
|
258,670
|
|
||
Accumulated deficit
|
(135,362
|
)
|
|
(134,314
|
)
|
||
Accumulated other comprehensive income:
|
|
|
|
||||
Cumulative translation adjustments
|
4,434
|
|
|
4,614
|
|
||
Unrealized gain on hedge instruments
|
774
|
|
|
747
|
|
||
Total accumulated other comprehensive income
|
5,208
|
|
|
5,361
|
|
||
Total shareholders’ equity
|
130,997
|
|
|
129,717
|
|
||
Total liabilities and shareholders’ equity
|
$
|
265,148
|
|
|
$
|
277,034
|
|
|
Common stock
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income
|
|
Total
|
|
Total
Comprehensive
Loss (1)
|
|||||||||||||
|
Shares
|
|
Amount
|
|||||||||||||||||||
Balances, December 31, 2009
|
23,876
|
|
|
$
|
258,670
|
|
|
$
|
(134,314
|
)
|
|
$
|
5,361
|
|
|
$
|
129,717
|
|
|
|
||
Shares issued pursuant to benefit plans
|
125
|
|
|
780
|
|
|
|
|
—
|
|
|
780
|
|
|
|
|||||||
Stock-based compensation associated with employee benefit plans
|
—
|
|
|
1,860
|
|
|
|
|
—
|
|
|
1,860
|
|
|
|
|||||||
Vesting of restricted stock units
|
43
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|||||||
Restricted share forfeitures for tax settlements
|
(17
|
)
|
|
(159
|
)
|
|
|
|
—
|
|
|
(159
|
)
|
|
|
|||||||
Net adjustment for fair value of hedge derivatives
|
—
|
|
|
—
|
|
|
|
|
27
|
|
|
27
|
|
|
27
|
|
||||||
Translation adjustments
|
—
|
|
|
—
|
|
|
|
|
(180
|
)
|
|
(180
|
)
|
|
(180
|
)
|
||||||
Net loss for the period
|
—
|
|
|
—
|
|
|
(1,048
|
)
|
|
—
|
|
|
(1,048
|
)
|
|
(1,048
|
)
|
|||||
Balances, March 31, 2010
|
24,027
|
|
|
$
|
261,151
|
|
|
$
|
(135,362
|
)
|
|
$
|
5,208
|
|
|
$
|
130,997
|
|
|
|
||
Total comprehensive loss for the three months ended March 31, 2010
|
|
|
|
|
|
|
|
|
|
|
$
|
(1,201
|
)
|
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2010
|
|
2009
|
||||
Net loss for the period
|
$
|
(1,048
|
)
|
|
$
|
(40,097
|
)
|
Net adjustment for fair value of hedge derivatives
|
27
|
|
|
(41
|
)
|
||
Translation adjustments
|
(180
|
)
|
|
(234
|
)
|
||
Total comprehensive loss
|
$
|
(1,201
|
)
|
|
$
|
(40,372
|
)
|
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2010
|
|
2009
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(1,048
|
)
|
|
$
|
(40,097
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
3,081
|
|
|
3,898
|
|
||
Inventory valuation allowance
|
534
|
|
|
884
|
|
||
Deferred tax valuation allowance
|
—
|
|
|
42,003
|
|
||
Deferred income taxes
|
(34
|
)
|
|
(2,705
|
)
|
||
Non-cash interest expense
|
112
|
|
|
112
|
|
||
Loss (gain) on disposal of property and equipment
|
(322
|
)
|
|
—
|
|
||
Unrealized loss on ARS settlement right
|
3,543
|
|
|
1,569
|
|
||
Unrealized gain on ARS
|
(3,558
|
)
|
|
(1,673
|
)
|
||
Stock-based compensation expense
|
1,860
|
|
|
2,791
|
|
||
Other
|
93
|
|
|
177
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
4,452
|
|
|
1,409
|
|
||
Other receivables
|
817
|
|
|
(554
|
)
|
||
Inventories
|
796
|
|
|
349
|
|
||
Inventory deposit
|
988
|
|
|
—
|
|
||
Other current assets
|
106
|
|
|
(249
|
)
|
||
Accounts payable
|
(47
|
)
|
|
(818
|
)
|
||
Accrued wages and bonuses
|
(1,144
|
)
|
|
(4,531
|
)
|
||
Accrued restructuring
|
(1,018
|
)
|
|
—
|
|
||
Deferred revenue
|
62
|
|
|
1,539
|
|
||
Other accrued liabilities
|
(989
|
)
|
|
171
|
|
||
Net cash provided by operating activities
|
8,284
|
|
|
4,275
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition of Pactolus, net of cash acquired
|
(3,385
|
)
|
|
—
|
|
||
Proceeds from sale of auction rate securities
|
15,200
|
|
|
—
|
|
||
Capital expenditures
|
(837
|
)
|
|
(485
|
)
|
||
Purchase of long-term assets
|
(275
|
)
|
|
—
|
|
||
Proceeds from the sale of property and equipment
|
352
|
|
|
—
|
|
||
Other
|
—
|
|
|
(67
|
)
|
||
Net cash provided by (used in) investing activities
|
11,055
|
|
|
(552
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payments on capital lease obligation
|
—
|
|
|
(49
|
)
|
||
Net resettlement of restricted shares
|
(159
|
)
|
|
(112
|
)
|
||
Borrowings on line of credit
|
6,151
|
|
|
265
|
|
||
Payments on line of credit
|
(16,301
|
)
|
|
—
|
|
||
Proceeds from issuance of common stock
|
780
|
|
|
1,531
|
|
||
Net cash (used in) provided by financing activities
|
(9,529
|
)
|
|
1,635
|
|
||
Effect of exchange rate changes on cash
|
(87
|
)
|
|
(206
|
)
|
||
Net increase in cash and cash equivalents
|
9,723
|
|
|
5,152
|
|
||
Cash and cash equivalents, beginning of period
|
100,672
|
|
|
73,980
|
|
||
Cash and cash equivalents, end of period
|
$
|
110,395
|
|
|
$
|
79,132
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid during the year for:
|
|
|
|
||||
Interest
|
$
|
688
|
|
|
$
|
688
|
|
Income Taxes paid
|
$
|
316
|
|
|
$
|
15
|
|
|
March 31, 2010
|
|
December 31, 2009
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Cash Equivalents
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds (A)
|
$
|
120
|
|
|
$
|
120
|
|
|
$
|
15,885
|
|
|
$
|
15,885
|
|
Short-term investments and ARS settlement right
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
42,679
|
|
|
$
|
42,679
|
|
|
$
|
54,321
|
|
|
$
|
54,321
|
|
ARS settlement right
|
4,290
|
|
|
4,290
|
|
|
7,833
|
|
|
7,833
|
|
||||
Total short-term investments and ARS settlement right
|
$
|
46,969
|
|
|
$
|
46,969
|
|
|
$
|
62,154
|
|
|
$
|
62,154
|
|
(A) |
Balance includes $63,000 and $826,000 in money market mutual funds restricted by the Company’s investment bank as of March 31, 2010 and December 31, 2009, respectively. All restricted amounts are held as collateral by the Company’s investment bank unless the bank permits withdrawal of all or part of such amounts.
|
|
Fair Value Measurements as of March 31, 2010
|
||||||||||||||
|
March 31,
2010 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash equivalents
|
$
|
120
|
|
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investments (ARS)
|
42,679
|
|
|
—
|
|
|
—
|
|
|
42,679
|
|
||||
ARS settlement right
|
4,290
|
|
|
—
|
|
|
—
|
|
|
4,290
|
|
||||
Cash surrender value of life insurance contracts
|
3,238
|
|
|
—
|
|
|
3,238
|
|
|
—
|
|
||||
Foreign currency forward contracts
|
851
|
|
|
—
|
|
|
851
|
|
|
—
|
|
||||
Total
|
$
|
51,178
|
|
|
$
|
120
|
|
|
$
|
4,089
|
|
|
$
|
46,969
|
|
|
Fair Value Measurements as of December 31, 2009
|
||||||||||||||
|
December 31,
2009 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash equivalents
|
$
|
15,885
|
|
|
$
|
15,885
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investments (ARS)
|
54,321
|
|
|
—
|
|
|
—
|
|
|
54,321
|
|
||||
ARS settlement right
|
7,833
|
|
|
—
|
|
|
—
|
|
|
7,833
|
|
||||
Cash surrender value of life insurance contracts
|
3,178
|
|
|
—
|
|
|
3,178
|
|
|
—
|
|
||||
Foreign currency forward contracts
|
842
|
|
|
—
|
|
|
842
|
|
|
—
|
|
||||
Total
|
$
|
82,059
|
|
|
$
|
15,885
|
|
|
$
|
4,020
|
|
|
$
|
62,154
|
|
|
Fair Value
|
||||||
|
Short-term
Investments
|
|
ARS Settlement Right
|
||||
Balance as of December 31, 2009
|
$
|
54,321
|
|
|
$
|
7,833
|
|
Unrealized gain (loss)(A)
|
3,558
|
|
|
(3,543
|
)
|
||
Sales of auction rate securities
|
(15,200
|
)
|
|
—
|
|
||
Balance as of March 31, 2010
|
$
|
42,679
|
|
|
$
|
4,290
|
|
(A) |
Refer to Note 2 - Investments for discussion of the inputs used in determining the appropriate fair values for the Company's ARS and ARS settlement right. Unrealized gains, which totaled $3.6 million, related to the Company's ARS are included in other income in the Company's Consolidated Statement of Operations for the three months ended March 31, 2010. Valuation of the Company's ARS settlement right is performed using a present value approach on the difference between the estimated fair value and the par value of the ARS investments. Therefore, there is an inverse relationship between changes in the value of the Company's ARS investments and its settlement right. Unrealized losses for the first quarter, which totaled $3.5 million, related to the Company's ARS settlement right, are included in other income in the Company's Consolidated Statement of Operations for the three months ended March 31, 2010.
|
|
March 31,
2010 |
|
December 31,
2009 |
||||
Accounts receivable, gross
|
$
|
41,469
|
|
|
$
|
45,580
|
|
Less: allowance for doubtful accounts
|
(964
|
)
|
|
(966
|
)
|
||
Accounts receivable, net
|
$
|
40,505
|
|
|
$
|
44,614
|
|
|
March 31,
2010 |
|
December 31,
2009 |
||||
Raw materials
|
$
|
11,508
|
|
|
$
|
14,066
|
|
Work-in-process
|
438
|
|
|
985
|
|
||
Finished goods
|
6,751
|
|
|
5,066
|
|
||
|
18,697
|
|
|
20,117
|
|
||
Less: inventory valuation allowance
|
(4,787
|
)
|
|
(4,792
|
)
|
||
Inventories, net
|
$
|
13,910
|
|
|
$
|
15,325
|
|
|
March 31,
2010 |
|
December 31,
2009 |
||||
Inventory deposit (A)
|
$
|
2,188
|
|
|
$
|
3,024
|
|
Less: inventory deposit valuation allowance
|
(1,050
|
)
|
|
(898
|
)
|
||
Inventory deposit, net
|
$
|
1,138
|
|
|
$
|
2,126
|
|
(A) |
The Company is contractually obligated to reimburse its contract manufacturer for the cost of excess inventory, purchased based on the Company's forecasted demand, when there is no alternative use. The Company's inventory deposit represents a cash deposit paid to its contract manufacturers for excess and obsolete inventory. The deposit is recorded net of adverse purchase commitment liabilities, and therefore the net balance of the deposit represents inventory the Company believes will be utilized. The deposit will be applied against future adverse purchase commitments owed to the Company's contract manufacturers or reduced based on the usage of inventory. See Note 10 - Commitments and Contingencies for additional information regarding the Company's adverse purchase commitment liability.
|
Cash
|
$
|
115
|
|
Tangible assets
|
490
|
|
|
Liabilites assumed
|
(565
|
)
|
|
Developed technology
|
2,600
|
|
|
Customer related intangibles
|
700
|
|
|
Goodwill
|
160
|
|
|
Total
|
$
|
3,500
|
|
|
March 31,
2010 |
|
December 31,
2009 |
||||
First quarter 2009 restructuring charge
|
$
|
53
|
|
|
$
|
263
|
|
Second quarter 2009 restructuring charge
|
1,373
|
|
|
1,933
|
|
||
Fourth quarter 2009 restructuring charge
|
581
|
|
|
829
|
|
||
Total accrued restructuring charges
|
$
|
2,007
|
|
|
$
|
3,025
|
|
|
Employee
Termination and
Related Costs
|
||
Balance accrued as of December 31, 2009
|
$
|
263
|
|
Additions
|
—
|
|
|
Reversals
|
(32
|
)
|
|
Expenditures
|
(178
|
)
|
|
Balance accrued as of March 31, 2010
|
$
|
53
|
|
|
Employee
Termination and
Related Costs
|
|
Other
|
|
Total
|
||||||
Balance accrued as of December 31, 2009
|
$
|
1,885
|
|
|
$
|
48
|
|
|
$
|
1,933
|
|
Additions
|
212
|
|
|
130
|
|
|
342
|
|
|||
Reversals
|
(182
|
)
|
|
—
|
|
|
(182
|
)
|
|||
Expenditures
|
(646
|
)
|
|
(74
|
)
|
|
(720
|
)
|
|||
Balance accrued as of March 31, 2010
|
$
|
1,269
|
|
|
$
|
104
|
|
|
$
|
1,373
|
|
|
Employee
Termination and
Related Costs
|
||
Balance accrued as of December 31, 2009
|
$
|
829
|
|
Additions
|
72
|
|
|
Reversals
|
(2
|
)
|
|
Expenditures
|
(318
|
)
|
|
Balance accrued as of March 31, 2010
|
$
|
581
|
|
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2010
|
|
2009
|
||||
Warranty liability balance, beginning of the period
|
$
|
2,810
|
|
|
$
|
3,072
|
|
Product warranty accruals
|
820
|
|
|
1,253
|
|
||
Utilization of accrual
|
(908
|
)
|
|
(1,224
|
)
|
||
Warranty liability balance, end of the period
|
$
|
2,722
|
|
|
$
|
3,101
|
|
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2010
|
|
2009
|
||||
Numerator — Basic
|
|
|
|
||||
Net loss, basic
|
$
|
(1,048
|
)
|
|
$
|
(40,097
|
)
|
Numerator — Diluted
|
|
|
|
||||
Net loss, basic
|
$
|
(1,048
|
)
|
|
$
|
(40,097
|
)
|
Interest on convertible notes, net of tax benefit (A)
|
—
|
|
|
—
|
|
||
Net loss, diluted
|
$
|
(1,048
|
)
|
|
$
|
(40,097
|
)
|
Denominator — Basic
|
|
|
|
||||
Weighted average shares used to calculate loss per share, basic
|
23,946
|
|
|
23,119
|
|
||
Denominator — Diluted
|
|
|
|
||||
Weighted average shares used to calculate loss per share, basic
|
23,946
|
|
|
23,119
|
|
||
Effect of convertible notes (A)
|
—
|
|
|
—
|
|
||
Effect of dilutive stock options, ESPP, and unvested restricted stock (B)
|
—
|
|
|
—
|
|
||
Weighted average shares used to calculate loss per share, diluted
|
23,946
|
|
|
23,119
|
|
||
Net loss per share:
|
|
|
|
||||
Basic
|
$
|
(0.04
|
)
|
|
$
|
(1.73
|
)
|
Diluted (A), (B)
|
$
|
(0.04
|
)
|
|
$
|
(1.73
|
)
|
(A) |
For the three months ended March 31, 2010 and 2009, 3.8 million as-if converted shares associated with the Company's 2013 convertible senior notes were excluded from the calculation as their effect would have been anti-dilutive.
|
(B) |
For the three months ended March 31, 2010 and 2009, the following equity awards, by type, were excluded from the calculation, as their effect would have been anti-dilutive (in thousands):
|
|
For the Three Months Ended
|
||||
|
March 31,
|
||||
|
2010
|
|
2009
|
||
Stock options
|
2,606
|
|
|
3,923
|
|
Restricted stock
|
976
|
|
|
260
|
|
Total equity award shares excluded
|
3,582
|
|
|
4,183
|
|
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2010
|
|
2009
|
||||
Cost of sales
|
$
|
244
|
|
|
$
|
340
|
|
Research and development
|
411
|
|
|
752
|
|
||
Selling, general and administrative
|
1,205
|
|
|
1,465
|
|
||
Restructuring
|
—
|
|
|
234
|
|
||
Total
|
$
|
1,860
|
|
|
$
|
2,791
|
|
|
Contractual/Notional
Amount
|
|
Consolidated Balance Sheet
Classification
|
|
Estimated Fair Value
|
||||||||
Type of Cash Flow Hedge
|
Asset
|
|
(Liability)
|
||||||||||
Foreign currency forward exchange contracts
|
$
|
11,900
|
|
|
Other current assets
|
|
$
|
880
|
|
|
$
|
(29
|
)
|
|
Contractual/Notional
Amount
|
|
Consolidated Balance Sheet
Classification
|
|
Estimated Fair Value
|
||||||||
Type of Cash Flow Hedge
|
Asset
|
|
(Liability)
|
||||||||||
Foreign currency forward exchange contracts
|
$
|
11,224
|
|
|
Other current assets
|
|
$
|
842
|
|
|
$
|
—
|
|
|
Effective Portion
|
|
Ineffective Portion
|
||||||||||||
Type of Cash Flow Hedge
|
Hedge Gain
(Loss)
Recognized in
Other
Comprehensive
Income
|
|
Consolidated Statement of
Operations Classification of Gain
(Loss) Reclassified from
Accumulated Other Comprehensive
Income
|
|
Hedge Gain (Loss)
Reclassified from
Accumulated
Other
Comprehensive
Income
|
|
Consolidated
Statement of
Operations
Classification
of Gain (Loss)
Recognized
|
|
Hedge Gain
(Loss)
Recognized
|
||||||
Foreign currency forward exchange contracts
|
$
|
27
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
Cost of sales
|
|
$
|
(28
|
)
|
|
None
|
|
$
|
—
|
|
||
|
|
|
Research and development
|
|
$
|
(190
|
)
|
|
None
|
|
$
|
—
|
|
||
|
|
|
Selling, general and administrative
|
|
$
|
(44
|
)
|
|
None
|
|
$
|
—
|
|
|
Effective Portion
|
|
Ineffective Portion
|
||||||||||||
Type of Cash Flow Hedge
|
Hedge Gain
(Loss)
Recognized in
Other
Comprehensive
Income
|
|
Consolidated Statement of
Operations Classification of Gain
(Loss) Reclassified from
Accumulated Other Comprehensive
Income
|
|
Hedge Gain (Loss)
Reclassified from
Accumulated
Other
Comprehensive
Income
|
|
Consolidated
Statement of
Operations
Classification
of Gain (Loss)
Recognized
|
|
Hedge Gain
(Loss)
Recognized
|
||||||
Foreign currency forward exchange contracts
|
$
|
(370
|
)
|
|
|
|
|
|
|
|
|
||||
|
|
|
Cost of sales
|
|
$
|
(27
|
)
|
|
None
|
|
$
|
—
|
|
||
|
|
|
Research and development
|
|
$
|
(238
|
)
|
|
None
|
|
$
|
—
|
|
||
|
|
|
Selling, general and administrative
|
|
$
|
(63
|
)
|
|
None
|
|
$
|
—
|
|
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2010
|
|
2009
|
||||
Hardware
|
$
|
60,764
|
|
|
$
|
73,197
|
|
Software royalties and licenses
|
3,978
|
|
|
2,638
|
|
||
Software maintenance
|
1,437
|
|
|
833
|
|
||
Engineering and other services
|
1,128
|
|
|
936
|
|
||
Total revenues
|
$
|
67,307
|
|
|
$
|
77,604
|
|
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2010
|
|
2009
|
||||
Communications Networking
|
$
|
50,655
|
|
|
$
|
62,031
|
|
Commercial Systems
|
16,652
|
|
|
15,573
|
|
||
Total revenues
|
$
|
67,307
|
|
|
$
|
77,604
|
|
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2010
|
|
2009
|
||||
United States
|
$
|
26,274
|
|
|
$
|
22,358
|
|
Other North America
|
215
|
|
|
1,365
|
|
||
North America
|
$
|
26,489
|
|
|
$
|
23,723
|
|
Europe, the Middle East and Africa (“EMEA”)
|
17,679
|
|
|
25,430
|
|
||
Asia Pacific
|
23,139
|
|
|
28,451
|
|
||
Total
|
$
|
67,307
|
|
|
$
|
77,604
|
|
|
March 31,
2010 |
|
December 31,
2009 |
||||
Property and equipment, net
|
|
|
|
||||
United States
|
$
|
6,560
|
|
|
$
|
6,914
|
|
Other North America
|
851
|
|
|
914
|
|
||
EMEA
|
55
|
|
|
71
|
|
||
Asia Pacific
|
1,957
|
|
|
2,027
|
|
||
Total property and equipment, net
|
$
|
9,423
|
|
|
$
|
9,926
|
|
Goodwill (A)
|
|
|
|
||||
EMEA
|
$
|
160
|
|
|
$
|
—
|
|
Total goodwill
|
$
|
160
|
|
|
$
|
—
|
|
Intangible assets, net
|
|
|
|
||||
United States
|
$
|
3,279
|
|
|
$
|
4,088
|
|
Other North America
|
1,497
|
|
|
962
|
|
||
EMEA
|
7,438
|
|
|
5,670
|
|
||
Total intangible assets, net
|
$
|
12,214
|
|
|
$
|
10,720
|
|
IP Multimedia Subsystem ("IMS")
|
|
IP Video ("IPTV")
|
|
Military Communications:
|
Mobile Data (3G, 4G, and long-term evolution ("LTE"))
|
|
Mobile Video
|
|
Mobile Voice (2G-4G)
|
|
Voice over Internet Protocol ("VoIP") (Gateways)
|
|
Voice Quality Enhancement ("VQE")
|
|
Wireless Data (WiMax, Femtocell)
|
Audio Conferencing
|
|
Call Center
|
|
Enterprise Voice Services
|
|
Network Voice Services
|
|
Unified Messaging
|
|
Video Services
|
|
Voice Quality Enhancement
|
Medical Imaging: X-Ray machines, MRI scanners, CT scan imaging equipment and ultrasound equipment;
|
|
Test and Measurement: network and logic analyzers, network and production test equipment; and
|
|
Military/aerospace: ruggedized terminals, small unmanned ground vehicles and other military applications.
|
The increasing desire by original equipment manufacturers (“OEMs”) to utilize standards-based, merchant-supplied modular building blocks and platforms to develop their systems. We believe more OEMs will see the advantage of
|
|
combining their internal development efforts with merchant-supplied building blocks and platforms from partners like RadiSys to deliver a larger number of more valuable new products to get to market faster at a lower total cost.
|
|
The high network traffic growth in data and video. High traffic growth in the network will require high density, high speed, high performance systems. RadiSys' ATCA 10G and 40G systems provide 2 to 10 times the density over legacy/traditional systems.
|
|
The industry structure is changing in that Telecommunications Equipment Manufactures (“TEMs”) are focusing more on applications and network operations, while operators and carriers are focusing more on service delivery and content delivery. RadiSys is benefiting from these market shifts and is providing more platforms to TEMs.
|
|
Continued emergence, growth and evolution of applications utilizing 4G or LTE, worldwide inter-operability for microwave access (“WiMAX”) networks, Femtocell Gateways, VoIP, IP Communications, Mobile Video, Video Gateways, Video Conferencing, IPTV, IP interactive voice response ("IVR")/ Voice-to-text, IP Messaging, Network Surveillance, Network Security, Military/aerospace and Packet Inspection, all of which are supported by ATCA.
|
combining their internal development efforts with merchant-supplied building blocks and platforms from partners like RadiSys to deliver a larger number of more valuable new products to get to market faster at a lower total cost.
|
|
The high network traffic growth in data and video. High traffic growth in the network will require high density, high speed, high performance systems. RadiSys' ATCA 10G and 40G systems provide 2 to 10 times the density over legacy/traditional systems.
|
|
The industry structure is changing in that Telecommunications Equipment Manufactures (“TEMs”) are focusing more on applications and network operations, while operators and carriers are focusing more on service delivery and content delivery. RadiSys is benefiting from these market shifts and is providing more platforms to TEMs.
|
|
Continued emergence, growth and evolution of applications utilizing 4G or LTE, worldwide inter-operability for microwave access (“WiMAX”) networks, Femtocell Gateways, VoIP, IP Communications, Mobile Video, Video Gateways, Video Conferencing, IPTV, IP interactive voice response ("IVR")/ Voice-to-text, IP Messaging, Network Surveillance, Network Security, Military/aerospace and Packet Inspection, all of which are supported by ATCA.
|
We acquired the assets of Pactolus, a developer of next-generation IP communications solutions for converged TDM/IP and SIP enabled VoIP networks. Pactolus software is used in operator-assisted and reservationless conferencing, prepaid/post-paid long distance services and is installed in over 45 telecommunications service provider customers worldwide. We believe that the acquisition will further strengthen our offering of telecom solutions.
|
|
We announced our new Integrated Mobile Media Server ("IMMS"), which enhances Mobile Service Providers' ability to grow new revenues from the expansion of 3G mobile video services and emerging 4G LTE deployments. We expect that our IMMS will increase service provider revenues and reduce their cost of deployment for 3G and 4G/LTE mobile video services.
|
|
We were again named the market leader in media servers for the sixth consecutive year by Infonetics Research. RadiSys' media servers captured approximately 60.0% of the total fourth quarter 2009 market and approximately 57.0% for the full year 2009, which represents an 8.0% and 10.0% gain, respectively, from 2008.
|
|
We were awarded our first VoIP VQE win with a North American Tier 1 service provider. This was an important win for us as it expands the market for our media server products to now include VQE. In addition, we won new media server business in applications including announcements, IVR and conferencing.
|
Our 40G ATCA platform was named as a recipient of the 2009 Product of the Year Award by Technology Marketing Corporation's Internet Telephony magazine.
|
|
We announced three new ATCA products that offer customers increased choice and flexibility in 10/40G processing power. We believe that these new products provide significant performance increases and improved energy efficiency over previous processing technology and target applications for the communications and military/aerospace markets.
|
|
We were awarded new ATCA system business in LTE, WiMAX, Femtocell Gateway, WLAN and satellite communication applications. The LTE win was of notable size with a Tier 1 TEM in Asia. The WiMAX win was with a new customer for an Access Service Network ("ASN") gateway project in India.
|
|
We reached several significant deployment milestones with our ATCA customers in the quarter. A customer's Femtocell deployment in North America is now planned to occur sooner than expected. A global Tier 1 TEM customer is in customer trials with RadiSys ATCA solutions. In addition, a satellite communications deployment using RadiSys ATCA solutions is currently scheduled for the second quarter.
|
We introduced a new ruggedized COM Express module for deployment in harsh military/aerospace industrial environments that require extended temperature and vibration specifications. In addition, we released a new rack mount server platform with significant performance increases and improved energy efficiency for applications such as medical imaging and video streaming.
|
|
We were awarded new COM Express business in medical imaging, network switch, VoIP and defense applications.
|
|
For the Three Months Ended
|
||||
|
March 31,
|
||||
|
2010
|
|
2009
|
||
Revenues
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales:
|
|
|
|
||
Cost of sales
|
67.4
|
|
|
66.9
|
|
Amortization of purchased technology
|
2.4
|
|
|
2.1
|
|
Total cost of sales
|
69.8
|
|
|
69.0
|
|
Gross margin
|
30.2
|
|
|
31.0
|
|
Research and development
|
14.4
|
|
|
14.4
|
|
Selling, general, and administrative
|
16.7
|
|
|
15.2
|
|
Goodwill impairment charge
|
—
|
|
|
—
|
|
Intangible assets amortization
|
0.2
|
|
|
0.8
|
|
Restructuring charges, net
|
0.3
|
|
|
1.9
|
|
Loss from operations
|
(1.5
|
)
|
|
(1.4
|
)
|
Interest expense
|
(0.8
|
)
|
|
(0.8
|
)
|
Interest income
|
0.5
|
|
|
0.5
|
|
Other (expense) income, net
|
(0.0
|
)
|
|
0.2
|
|
Loss before income tax (benefit) expense
|
(1.9
|
)
|
|
(1.5
|
)
|
Income tax (benefit) expense
|
(0.3
|
)
|
|
50.2
|
|
Net loss
|
(1.6
|
)%
|
|
(51.7
|
)%
|
|
For the Three Months Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2010
|
|
2009
|
|
Change
|
||||||
Next-generation Communications Networks Products
|
$
|
30,645
|
|
|
$
|
25,159
|
|
|
$
|
5,486
|
|
Traditional Communications Networks Products
|
20,010
|
|
|
36,872
|
|
|
(16,862
|
)
|
|||
Total Communications Networks Products
|
$
|
50,655
|
|
|
$
|
62,031
|
|
|
$
|
(11,376
|
)
|
Medical Products
|
7,016
|
|
|
6,386
|
|
|
630
|
|
|||
Other Commercial Products
|
9,636
|
|
|
9,187
|
|
|
449
|
|
|||
Total Commercial Products
|
$
|
16,652
|
|
|
$
|
15,573
|
|
|
$
|
1,079
|
|
Total revenues
|
$
|
67,307
|
|
|
$
|
77,604
|
|
|
$
|
(10,297
|
)
|
|
For the Three Months Ended
|
||||
|
March 31,
|
||||
|
2010
|
|
2009
|
||
North America
|
39.4
|
%
|
|
30.5
|
%
|
EMEA
|
26.3
|
|
|
32.8
|
|
Asia Pacific
|
34.3
|
|
|
36.7
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2010
|
|
2009
|
||||
Cost of sales
|
$
|
244
|
|
|
$
|
340
|
|
Research and development
|
411
|
|
|
752
|
|
||
Selling, general and administrative
|
1,205
|
|
|
1,465
|
|
||
Restructuring
|
—
|
|
|
234
|
|
||
Total
|
$
|
1,860
|
|
|
$
|
2,791
|
|
|
March 31,
2010 |
|
December 31,
2009 |
|
March 31,
2009 |
||||||
|
(Dollar amounts in thousands)
|
||||||||||
Cash and cash equivalents
|
$
|
110,395
|
|
|
$
|
100,672
|
|
|
$
|
79,132
|
|
Short-term investments
|
$
|
42,679
|
|
|
$
|
54,321
|
|
|
$
|
—
|
|
Long-term investments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52,886
|
|
Cash and cash equivalents and investments
|
$
|
153,074
|
|
|
$
|
154,993
|
|
|
$
|
132,018
|
|
Working capital
|
$
|
140,778
|
|
|
$
|
140,438
|
|
|
$
|
64,545
|
|
Accounts receivable, net
|
$
|
40,505
|
|
|
$
|
44,614
|
|
|
$
|
44,142
|
|
Inventories, net
|
$
|
13,910
|
|
|
$
|
15,325
|
|
|
$
|
28,713
|
|
Accounts payable
|
$
|
29,061
|
|
|
$
|
29,073
|
|
|
$
|
33,305
|
|
Revolving line of credit
|
$
|
31,137
|
|
|
$
|
41,287
|
|
|
$
|
39,800
|
|
2013 convertible senior notes
|
$
|
50,000
|
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
Days sales outstanding (A)
|
55
|
|
|
54
|
|
|
52
|
|
|||
Days to pay (B)
|
58
|
|
|
52
|
|
|
58
|
|
|||
Inventory turns (C)
|
12.1
|
|
|
11.8
|
|
|
7.2
|
|
|||
Inventory turns — days (D)
|
30
|
|
|
30
|
|
|
50
|
|
|||
Cash cycle time — days (E)
|
27
|
|
|
32
|
|
|
44
|
|
(A) |
Based on ending net trade receivables divided by daily revenue (quarterly revenue, annualized and divided by 365 days).
|
(B) |
Based on ending accounts payable divided by daily cost of sales excluding amortization of purchased technology (quarterly cost of sales, annualized and divided by 365 days).
|
(C) |
Based on quarterly cost of sales excluding amortization of purchased technology, annualized divided by ending inventory, including inventory deposits.
|
(D) |
Based on ending inventory, including inventory deposits. divided by daily cost of sales excluding amortization of purchased technology (quarterly cost of sales, annualized and divided by 365 days).
|
(E) |
Days sales outstanding plus inventory turns - days, less days to pay.
|
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2010
|
|
2009
|
||||
|
(In thousands)
|
||||||
Cash provided by operating activities
|
$
|
8,284
|
|
|
$
|
4,275
|
|
Cash provided by (used in) investing activities
|
11,055
|
|
|
(552
|
)
|
||
Cash (used in) provided by financing activities
|
(9,529
|
)
|
|
1,635
|
|
||
Effects of exchange rate changes
|
(87
|
)
|
|
(206
|
)
|
||
Net increase in cash and cash equivalents
|
$
|
9,723
|
|
|
$
|
5,152
|
|
|
March 31,
2010 |
|
December 31,
2009 |
||||
Short-term investments (ARS)
|
$
|
42,679
|
|
|
$
|
54,321
|
|
UBS settlement right
|
4,290
|
|
|
7,833
|
|
||
|
$
|
46,969
|
|
|
$
|
62,154
|
|
|
2010*
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
Thereafter
|
||||||||||||
Future minimum lease payments
|
$
|
2,856
|
|
|
$
|
2,640
|
|
|
$
|
806
|
|
|
$
|
742
|
|
|
$
|
727
|
|
|
$
|
788
|
|
Purchase obligations(A)
|
31,884
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Line of credit
|
31,137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign-currency cash flow hedge contracts
|
7,934
|
|
|
3,966
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
2013 convertible senior notes
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|
—
|
|
|
—
|
|
||||||
Interest on convertible senior notes
|
688
|
|
|
1,375
|
|
|
1,375
|
|
|
688
|
|
|
—
|
|
|
—
|
|
||||||
Total contractual obligations
|
$
|
74,499
|
|
|
$
|
7,981
|
|
|
$
|
2,181
|
|
|
$
|
51,430
|
|
|
$
|
727
|
|
|
$
|
788
|
|
*
|
Remaining nine months.
|
(A) |
Purchase obligations include agreements or purchase orders to purchase goods or services that are enforceable and legally binding and specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable without penalty.
|
expectations and goals for revenues, gross margin, R&D expenses, SG&A expenses and profits;
|
|
estimates and impact of the costs of the acquisition of the assets of Pactolus;
|
|
expectations about benefits from and integration of the operations, technologies, products and personnel from the acquisition of the assets of Pactolus;
|
|
prospective products, future performance of current products;
|
|
the impact of our restructuring events on future operating results;
|
|
currency exchange rate fluctuations, changes in tariff and trade policies and other risks associated with foreign operations;
|
|
our projected liquidity; and
|
|
matters related to the embedded system industry, including changes in industry standards, changes in customer requirements and new product introductions.
|
Exhibit No
|
|
Description
|
10.1*
|
|
Summary of Compensatory Arrangements of Certain Officers.
|
10.2*
|
|
Summary of Revisions to Compensatory Arrangements of Directors.
|
31.1*
|
|
Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
*
|
Filed herewith
|
|
|
|
RADISYS CORPORATION
|
|
Dated:
|
May 7, 2010
|
|
By:
|
/S/ SCOTT C. GROUT
|
|
|
|
|
Scott C. Grout
|
|
|
|
|
President and Chief Executive Officer
|
Dated:
|
May 7, 2010
|
|
By:
|
/S/ BRIAN BRONSON
|
|
|
|
|
Brian Bronson
|
|
|
|
|
Chief Financial Officer and
Principal Accounting Officer
|
Exhibit No
|
|
Description
|
10.1*
|
|
Summary of Compensatory Arrangements of Certain Officers.
|
10.2*
|
|
Summary of Revisions to Compensatory Arrangements of Directors.
|
31.1*
|
|
Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
*
|
Filed herewith
|