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| RSYS > SEC Filings for RSYS > Form 8-K on 27-Oct-2009 | All Recent SEC Filings |
27-Oct-2009
Results of Operations and Financial Condition, Financial Statements and Exhibits
The information in this Item 2.02 and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or any proxy statement or report or other document we may file with the Securities Exchange Commission ("SEC"), regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such filing.
On October 27, 2009, RadiSys Corporation (the "Company") issued a press release announcing its results for the fiscal quarter ended September 30, 2009. A copy of this press release is attached hereto as Exhibit 99.1.
The Company's press release contains forward-looking statements, including statements about the Company's business strategy, outlook and guidance for the fourth quarter of 2009. 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 anticipated amount and timing of revenues from design wins due to the Company's customers' product development time, cancellations or delays, (c) the current economic uncertainty and turmoil within the global financial markets, and (d) the factors listed in the Company's reports filed with the SEC, including those listed under "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2008, and other filings with the SEC, copies of which may be obtained at the SEC's website at www.SEC.gov or 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 October 27, 2009. The Company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the Company's expectations.
To supplement its consolidated financial statements in accordance with
generally accepted accounting principles (GAAP), the Company's earnings release
contains non-GAAP financial measures that exclude certain expenses, gains and
losses, such as the effects of (a) amortization of acquired intangible assets,
(b) stock-based compensation expense (c) restructuring charges (reversals), (d)
a deferred tax asset valuation charge, and (e) a Canadian deferred tax foreign
exchange benefit. 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 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 table set forth in the press release. 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.
(d) Exhibits.
The following exhibits are furnished with this report on Form 8-K:
Exhibit Number Description 99.1 Press Release, dated October 27, 2009 |
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