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Radisys Reports Second Quarter 2018 Results

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Radisys Corporation (NASDAQ:RSYS), a global leader of open telecom
solutions, today announced financial results for the second quarter
ended June 30, 2018.

Second Quarter Summary

  • Consolidated revenue of $24.4 million, with Software-Systems
    representing over 50% of total revenue including growth of nearly 20%
    over prior year;
  • GAAP gross margin of 37.5% and non-GAAP gross margin of 45.3%;
  • GAAP loss of ($0.12) per share and non-GAAP earnings of $0.06 per
    diluted share; and
  • Entered into a definitive agreement on June 29 to be acquired by
    Reliance Industries Limited ("Reliance") for $1.72 per share.

"Second quarter revenue and EPS exceeded the high-end of our
expectations, including the achievement of non-GAAP profitability for
the quarter," said Brian Bronson, Radisys President and Chief Executive
Officer. "Our second quarter results benefited from strength in our
Software-Systems segment driven by early 5G licensing opportunities as
well as upside residual demand from our legacy hardware business.

"Additionally, at the end of the second quarter we announced a
definitive agreement for Radisys to be acquired by Reliance. While we
will continue to work independently on driving our future growth and
innovation, this transaction will help to accelerate our strategy and
provide the scale required by our current and prospective customers to
more fully embrace Radisys' suite of products and services. Moreover, we
expect the addition of Reliance's visionary leadership and strong market
position to further enhance our ability to develop and integrate
large-scale, disruptive, open-centric end-to-end solutions."

Software-Systems Results

For the second quarter of 2018, Software-Systems revenue was $13.7
million, compared to $11.1 million in the prior quarter and $11.5
million in the second quarter of 2017.

Gross margin was 64.6%, compared to 49.2% in the prior quarter and 54.3%
in the second quarter of 2017. Operating income was $0.9 million,
compared to an operating loss of $3.1 million in the prior quarter and
an operating loss of $1.9 million in the second quarter of 2017.

Hardware Solutions Results

For the second quarter of 2018, Hardware Solutions revenue was $10.7
million, compared to $15.0 million in the prior quarter and $23.6
million in the second quarter of 2017.

Gross margin was 20.9%, compared to 20.7% in the prior quarter and 24.3%
in the second quarter of 2017. Operating income was $0.8 million,
compared to operating income of $1.0 million in the prior quarter and
operating income of $0.2 million in the second quarter of 2017.

Consolidated Results

For the second quarter of 2018, consolidated revenue was $24.4 million,
compared to $26.2 million in the prior quarter and $35.1 million in the
second quarter of 2017.

On a GAAP basis, gross margin in the second quarter of 2018 was 37.5%,
compared to 26.6% in the prior quarter and 28.5% in the second quarter
of 2017. Second quarter 2018 research and development and selling,
general, and administrative expenses on a GAAP basis were $9.7 million,
compared to $11.0 million in the prior quarter and $14.2 million in the
second quarter of 2017.

On a non-GAAP basis, second quarter 2018 gross margin was 45.3%,
compared to 32.8% in the prior quarter and 34.1% in the second quarter
of 2017. Second quarter 2018 research and development and selling,
general and administrative expenses on a non-GAAP basis were $9.4
million, compared to $10.7 million in the prior quarter and $13.7
million in the second quarter of 2017.

For the second quarter of 2018, the Company recorded a GAAP net loss of
$4.6 million, or ($0.12) per share, compared to a GAAP net loss of $6.4
million, or ($0.16) per share, in the prior quarter and a GAAP net loss
of $7.6 million, or ($0.19) per share, in the second quarter of 2017. On
a non-GAAP basis, the Company recorded net income of $2.2 million, or
$0.06 per diluted share, in the second quarter of 2018, compared to a
net loss of $3.3 million, or ($0.08) per share, in the prior quarter and
a net loss of $2.2 million, or ($0.06) per share, in the second quarter
of 2017.

Proposed Acquisition of Radisys by Reliance

As previously announced on June 29, 2018, Radisys Corporation and
Reliance Industries entered into a definitive agreement under which
Reliance will acquire Radisys for US$1.72 per share in cash. The
transaction is subject to certain customary closing conditions,
including regulatory approvals and approval of Radisys' shareholders,
and is expected to close in the fourth quarter of 2018. Due to the
pending acquisition, the Company will not be providing guidance on
anticipated financial results for future periods.

Additional information on the proposed transaction can be found in the
preliminary proxy statement filed by Radisys with the SEC on July 30,
2018.

Conference Call and Webcast Information

The Company will host a conference call to discuss second quarter 2018
results on July 31, 2018, at 5:00 p.m. ET. To participate in the live
conference call, dial 888-333-0027 in the U.S. and Canada or
706-634-4990 for all other countries and reference conference ID #
2686128. The live conference call will also be available via webcast on
the Radisys investor relations website at http://www.radisys.com/investor-relations.

A replay of the conference call will be available two hours after the
call is complete until 11:59 p.m. on August 14, 2018. To access the
replay, dial 855-859-2056 or 404-537-3406 and reference conference ID#
2686128. A replay of the webcast will be available for an extended
period of time on the Radisys investor relations website at http://www.radisys.com/investor-relations.

About Radisys

Radisys (NASDAQ:RSYS), a global leader in open telecom solutions,
enables service providers to drive disruption with new open architecture
business models. Radisys' innovative disaggregated and virtualized
enabling technology solutions leverage open reference architectures and
standards, combined with open software and hardware to power business
transformation for the telecom industry, while its world-class services
organization delivers systems integration expertise necessary to solve
communications and content providers' complex deployment challenges. For
more information, visit www.Radisys.com.

Forward-Looking Statements

Certain statements contained in this communication may constitute
"forward-looking statements." Forward-looking statements can usually be
identified by the use of words such as "aim," "anticipate," "believe,"
"continue," "could," "estimate," "evolve," "expect," "forecast,"
"intend," "looking ahead," "may," "opinion," "plan," "possible,"
"potential," "project," "should," "will" and other expressions which
indicate future events or trends. Such statements include statements as
to the expected timing of completion of the merger, the expected
benefits and costs of the transaction, management plans relating to the
transaction and the satisfaction of all closing conditions to the
transaction, including the ability to obtain shareholder and regulatory
approvals.

These forward-looking statements are based upon certain expectations and
assumptions and are subject to risks and uncertainties. Actual results
could differ materially from those anticipated as a result of various
factors, including the following: Radisys' shareholders may not approve
the transaction; conditions to the closing of the transaction, including
receipt of required regulatory approvals, may not be satisfied timely,
if at all; the transaction may involve unexpected costs, liabilities or
delays; revenues following the transaction may be lower than expected;
operating costs, customer loss and business disruption (including,
without limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers) may be greater than expected
following the transaction; uncertainties surrounding the transaction;
the outcome of any legal proceedings related to the transaction; Radisys
may be adversely affected by other economic, business, and/or
competitive factors; risks that the pending transaction disrupts current
plans and operations; the retention of key employees of Radisys; other
risks to consummation of the transaction, including circumstances that
could give rise to the termination of the merger agreement and the risk
that the transaction will not be consummated within the expected time
period or at all; and the other risks described from time to time in
Radisys' reports filed with the Securities and Exchange Commission (the
"SEC") under the heading "Risk Factors," including the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2017,
subsequent Quarterly Reports on Form 10-Q and in other of Radisys'
filings with the SEC.

All forward-looking statements are qualified by, and should be
considered in conjunction with, such cautionary statements. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which such statements
were made. Except as required by applicable law, Radisys undertakes no
obligation to update forward-looking statements to reflect events or
circumstances arising after such date.

Additional Information and Where to Find It

In connection with the transaction, Radisys intends to file relevant
materials with the SEC, including a proxy statement on Schedule 14A.
Following the filing of the definitive proxy statement with the SEC,
Radisys will mail the definitive proxy statement and a proxy card to
each shareholder entitled to vote at the special meeting relating to the
transaction. BEFORE MAKING ANY VOTING DECISION, RADISYS SHAREHOLDERS ARE
URGED TO CAREFULLY READ THESE MATERIALS (AND ANY AMENDMENTS OR
SUPPLEMENTS) AND ANY OTHER RELEVANT DOCUMENTS THAT RADISYS FILES WITH
THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. The definitive proxy statement, the preliminary proxy
statement and other relevant materials in connection with the
transaction (when they become available), and any other documents filed
by Radisys with the SEC, may be obtained free of charge at the SEC's
website (http://www.sec.gov),
at Radisys' investor website (http://radisys.com/investor-relations),
or by writing or calling Radisys at Radisys Corporation, 5435 NE Dawson
Creek Drive Hillsboro, OR 97124 or by (503) 615-1685.

Participants in the Solicitation

Radisys and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Radisys' shareholders
with respect to the transaction. Information about Radisys' directors
and executive officers and their ownership of Radisys' common stock is
set forth in Radisys' Amendment No. 1 to Annual Report on Form 10-K/A
filed with the SEC on April 26, 2018. To the extent that holdings of
Radisys' securities have changed since the amounts printed in Radisys'
Form 10-K/A, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC. Additional
information regarding the identity of the participants in the proxy
solicitation, and their direct or indirect interests in the transaction,
by security holdings or otherwise, will be set forth in the proxy
statement and other materials to be filed with SEC in connection with
the transaction.

Non-GAAP Financial Measures

To supplement its consolidated financial statements in accordance with
generally accepted accounting principles (GAAP), the Company's earnings
release contains non-GAAP financial measures that exclude certain
expenses, gains and losses, such as the effects of (a) amortization of
acquired intangible assets, (b) stock-based compensation expense, (c)
restructuring and other charges (reversals), net, (d) non-cash income
tax expense, (e) restructuring inventory adjustment, (f) amortization of
financing activities expenses, and (g) change in fair value of warrants.
The Company believes that the use of non-GAAP financial measures
provides useful information to investors to gain an overall
understanding of its current financial performance and its prospects for
the future. Specifically, the Company believes the non-GAAP results
provide useful information to both management and investors by excluding
certain expenses, gains and losses that the Company believes are not
indicative of its core operating results. In addition, non-GAAP
financial measures are used by management for budgeting and forecasting
as well as subsequently measuring the Company's performance, and the
Company believes that it is providing investors with financial measures
that most closely align to its internal measurement processes. These
non-GAAP measures are considered to be reflective of the Company's core
operating results as they more closely reflect the essential
revenue-generating activities of the Company and direct operating
expenses (resulting in cash expenditures) needed to perform these
revenue-generating activities. The Company also believes, based on
feedback provided to the Company during its earnings calls' Q&A sessions
and discussions with the investment community, that the non-GAAP
financial measures it provides are necessary to allow the investment
community to construct their valuation models to better align its
results and projections with its competitors and market sector, as there
is significant variability and unpredictability across companies with
respect to certain expenses, gains and losses.

The non-GAAP financial information is presented using a consistent
methodology from quarter-to-quarter and year-to-year. These measures
should be considered in addition to results prepared in accordance with
GAAP. In addition, these non-GAAP financial measures are not based on
any comprehensive set of accounting rules or principles. The Company
believes that non-GAAP financial measures have limitations in that they
do not reflect all of the amounts associated with the Company's results
of operations as determined in accordance with GAAP and that these
measures should only be used to evaluate the Company's results of
operations in conjunction with the corresponding GAAP financial measures.

A reconciliation of non-GAAP information to GAAP information is included
in the tables below. The non-GAAP financial measures disclosed by the
Company should not be considered a substitute for or superior to
financial measures calculated in accordance with GAAP, and
reconciliations between GAAP and non-GAAP financial measures included in
this earnings release should be carefully evaluated. The non-GAAP
financial measures used by the Company may be calculated differently
from, and therefore may not be comparable to, similarly titled measures
used by other companies.

Radisys® is a registered trademark of Radisys

         

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts, unaudited)

 
Three Months Ended Six Months Ended
June 30, June 30,
2018   2017 2018   2017
Revenues
Product $ 15,226 $ 26,340 $ 32,868 $ 55,039
Service   9,187     8,753     17,735     17,664  
Total revenues   24,413     35,093     50,603     72,703  
Cost of sales:
Product 8,407 17,913 20,715 40,089
Service 4,927 5,245 9,914 10,530
Amortization of purchased technology   1,927     1,927     3,854     3,854  
Total cost of sales   15,261     25,085     34,483     54,473  
Gross margin 9,152 10,008 16,120 18,230
Operating expenses:
Research and development 3,235 5,994 6,921 12,474
Selling, general and administrative 6,454 8,214 13,788 17,596
Intangible assets amortization 198 1,260 396 2,520
Restructuring and other charges, net   1,289     1,235     2,860     1,470  
Loss from operations (2,024 ) (6,695 ) (7,845 ) (15,830 )
Change in fair value of warrant liability (2,355 ) (503 )
Interest expense (1,365 ) (224 ) (2,795 ) (496 )
Other income (expense), net   1,434     (130 )   1,253     (427 )
Loss before income tax expense (4,310 ) (7,049 ) (9,890 ) (16,753 )
Income tax expense   324     505     1,189     809  
Net loss $ (4,634 ) $ (7,554 ) $ (11,079 ) $ (17,562 )
 
Net loss per share:
Basic $ (0.12 ) $ (0.19 ) $ (0.28 ) $ (0.45 )
Diluted $ (0.12 ) $ (0.19 ) $ (0.28 ) $ (0.45 )
Weighted average shares outstanding
Basic   39,493     38,966     39,424     38,840  
Diluted   39,493     38,966     39,424     38,840  
 
       
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)

 

June 30,
2018
December 31,
2017
ASSETS
Current assets:
Cash and cash equivalents $ 5,599 $ 8,124
Restricted cash 4,000
Accounts receivable, net 30,310 32,820
Inventories, net 3,813 4,265
Other current assets   3,815     6,607  
Total current assets 47,537 51,816
Property and equipment, net 3,569 4,728
Intangible assets, net 2,613 6,862
Other assets, net   2,208     2,623  
Total assets $ 55,927   $ 66,029  
 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,858 $ 18,297
Deferred revenue 6,276 4,200
Other accrued liabilities 10,634 14,116
Line of credit 12,176 16,000
Short term obligations 7,500
Warrant liability   4,361      
Total current liabilities 48,805 52,613
Long term debt obligations, net 5,882
Other long-term liabilities   6,578     6,866  
Total liabilities   61,265     59,479  
Shareholders' equity:
Common stock 343,036 342,219
Accumulated deficit (347,261 ) (336,182 )
Accumulated other comprehensive income   (1,113 )   513  
Total shareholders' equity   (5,338 )   6,550  
Total liabilities and shareholders' equity $ 55,927   $ 66,029  
 
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
      Three Months Ended   Six Months Ended
June 30, June 30,
2018   2017 2018   2017
Cash flows from operating activities:
Net loss $ (4,634 ) $ (7,554 ) $ (11,079 ) $ (17,562 )
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 2,707 4,487 5,523 8,845
Amortization of debt discount and issuance costs 770 1,658
Stock-based compensation expense 363 538 707 1,692
Inventory valuation allowance (42 ) (374 ) 859
Change in fair value of warranty liability 2,355 503
Other (109 ) 318 293 171
Changes in operating assets and liabilities:
Accounts receivable (715 ) 6,340 2,511 (5,207 )
Inventories and deferred cost of sales (852 ) (3,878 ) (1,846 ) 4,803
Other receivables 954 (824 ) 1,759 (83 )
Accounts payable (5,762 ) 10,193 (10,445 ) 3,155
Deferred revenue (273 ) 332 1,572 1,910
Other operating assets and liabilities   498     377     250     (2,765 )
Net cash used in operating activities   (4,740 )   10,329     (8,968 )   (4,182 )
Cash flows from investing activities:
Capital expenditures   (132 )   (1,355 )   (401 )   (3,158 )
Net cash used in investing activities   (132 )   (1,355 )   (401 )   (3,158 )
Cash flows from financing activities:
Borrowings on line of credit, net 3,629 5,000 (3,824 ) 20,000
Proceeds from borrowings on senior notes 17,000
Payments of debt issuance costs (509 ) (2,370 )
Other financing activities, net   43     170     110     86  
Net cash provided by financing activities   3,163     5,170     10,916     20,086  
Effect of exchange rate changes on cash and cash equivalents   (94 )   79     (72 )   415  
Net increase (decrease) in cash and cash equivalents   (1,803 )   14,223     1,475     13,161  
Cash and cash equivalents, beginning of period 7,402 32,025 8,124 33,087
Restricted cash and cash equivalents, beginning of period   4,000              
Cash, cash equivalents, and restricted cash, beginning of period   11,402     32,025     8,124     33,087  
Cash and cash equivalents, end of period 5,599 46,248 5,599 46,248
Restricted cash and cash equivalents, end of period   4,000         4,000      
Cash, cash equivalents, and restricted cash, end of period $ 9,599   $ 46,248   $ 9,599   $ 46,248  
 
       
REVENUES, GROSS MARGIN AND INCOME (LOSS) FROM OPERATIONS BY
OPERATING SEGMENT
(In thousands, unaudited)
 
Three Months Ended Six Months Ended
June 30, June 30,
2018   2017 2018   2017
Revenue
Software-Systems $ 13,663 $ 11,488 $ 24,811 $ 21,637
Hardware Solutions   10,750     23,605     25,792     51,066  
Total revenues $ 24,413   $ 35,093   $ 50,603   $ 72,703  
 
Three Months Ended Six Months Ended
June 30, June 30,
  2018     2017     2018     2017  
Gross margin
Software-Systems $ 8,823 $ 6,243 $ 14,309 $ 11,708
Hardware Solutions 2,242 5,732 5,349 10,513
Corporate and other   (1,913 )   (1,967 )   (3,538 )   (3,991 )
Total gross margin $ 9,152   $ 10,008   $ 16,120   $ 18,230  
 
Three Months Ended Six Months Ended
June 30, June 30,
  2018     2017     2018     2017  
Income (loss) from operations
Software-Systems $ 923 $ (1,943 ) $ (2,198 ) $ (5,216 )
Hardware Solutions 788 208 1,796 (1,078 )
Corporate and other   (3,735 )   (4,960 )   (7,443 )   (9,536 )
Total loss from operations $ (2,024 ) $ (6,695 ) $ (7,845 ) $ (15,830 )
 
       
REVENUES BY GEOGRAPHY
(In thousands, unaudited)

 

Three Months Ended Six Months Ended
June 30, June 30,
2018   2017 2018   2017
North America $ 10,508   43.0 % $ 15,191   43.3 % $ 19,281   38.1 % $ 38,362   52.7 %
Asia Pacific 4,243 17.4 6,697 19.1 9,446 18.7 12,116 16.7
Europe, the Middle East and Africa   9,662 39.6     13,205 37.6     21,876 43.2     22,225 30.6  
Total $ 24,413 100.0 % $ 35,093 100.0 % $ 50,603 100.0 % $ 72,703 100.0 %
 
       
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES AND AS A
PERCENT OF REVENUES
(In thousands, except per share amounts, unaudited)
 
Three Months Ended Six Months Ended
June 30,   June 30,
2018   2017 2018   2017
GROSS MARGIN:        
GAAP gross margin $ 9,152     37.5 % $ 10,008     28.5 % $ 16,120     31.9 % $ 18,230     25.1 %
(a) Amortization of acquired intangible assets 1,927 1,927 3,854 3,854
(b) Stock-based compensation 28 40 58 137
(e) Restructuring inventory adjustment   (42 )             $ (374 )            
Non-GAAP gross margin $ 11,065     45.3 % $ 11,975     34.1 % $ 19,658     38.8 % $ 22,221     30.6 %
 
RESEARCH AND DEVELOPMENT:
GAAP research and development $ 3,235     13.3 % $ 5,994     17.1 % $ 6,921     13.7 % $ 12,474     17.2 %
(b) Stock-based compensation   59         113         120         343      
Non-GAAP research and development $ 3,176     13.0 % $ 5,881     16.8 % $ 6,801     13.4 % $ 12,131     16.7 %
 
SELLING, GENERAL AND ADMINISTRATIVE:
GAAP selling, general and administrative $ 6,454     26.4 % $ 8,214     23.4 % $ 13,788     27.2 % $ 17,596     24.2 %

(b) Stock-based compensation

  276         385         529         1,212      
Non-GAAP selling, general and administrative $ 6,178     25.3 % $ 7,829     22.3 % $ 13,259     26.2 % $ 16,384     22.5 %
 
INCOME (LOSS) FROM OPERATIONS:
GAAP loss from operations $ (2,024 )   (8.3 )% $ (6,695 )   (19.1 )% $ (7,845 )   (15.5 )% $ (15,830 )   (21.8 )%
(a) Amortization of acquired intangible assets 2,125 3,187 4,250 6,374
(b) Stock-based compensation 363 538 707 1,692
(c) Restructuring and other charges, net 1,289 1,235 2,860 1,470
(e) Restructuring inventory adjustment   (42 )               (374 )            
Non-GAAP income (loss) from operations $ 1,711     7.0 % $ (1,735 )   (4.9 )% $ (402 )   (0.8 )% $ (6,294 )   (8.7 )%
 
NET INCOME (LOSS):
GAAP net loss $ (4,634 )   (19.0 )% $ (7,554 )   (21.5 )% $ (11,079 )   (21.9 )% $ (17,562 )   (24.2 )%
(a) Amortization of acquired intangible assets 2,125 3,187 4,250 6,374
(b) Stock-based compensation 363 538 707 1,692
(c) Restructuring and other charges, net 1,289 1,235 2,860 1,470
(d) Income taxes 33 347 479 233
(e) Restructuring Inventory adjustment (42 ) (374 )
(f) Amortization of financing activities 741 1,603
(g) Change in fair value of warrants   2,355                 503              
Non-GAAP net income (loss) $ 2,230     9.1 % $ (2,247 )   (6.4 )% $ (1,051 )   (2.1 )% $ (7,793 )   (10.7 )%
 
GAAP weighted average diluted shares 39,493 38,966 39,424 38,840
Dilutive equity awards included in
non-GAAP earnings per share   201                              
Non-GAAP weighted average diluted shares   39,694         38,966         39,424         38,840      
GAAP net loss per share (diluted) $ (0.12 ) $ (0.19 ) $ (0.28 ) $ (0.45 )
Non-GAAP adjustments detailed above   0.18         0.13         0.25         0.25      
Non-GAAP net income (loss) per share (diluted) $ 0.06       $ (0.06 )     $ (0.03 )     $ (0.20 )    
 

Non-GAAP financial measures includes the performance of Software-Systems
and Embedded Products and Hardware Services. The Company excludes the
following corporate and other expenses, reversals, gains and losses from
its non-GAAP financial measures, when applicable:

(a) Amortization of acquired intangible assets: Amortization of
acquisition-related intangible assets primarily relate to core and
existing technologies, trade name and customer relationships that were
acquired with the acquisitions of Continuous Computing and Pactolus. The
Company excludes the amortization of acquisition-related intangible
assets because it does not reflect the Company's ongoing business and it
does not have a direct correlation to the operation of the Company's
business. In addition, in accordance with GAAP, the Company generally
recognizes expenses for internally-developed intangible assets as they
are incurred, notwithstanding the potential future benefit such assets
may provide. Unlike internally-developed intangible assets, however, and
also in accordance with GAAP, the Company generally capitalizes the cost
of acquired intangible assets and recognizes that cost as an expense
over the useful lives of the assets acquired. As a result of their GAAP
treatment, there is an inherent lack of comparability between the
financial performance of internally-developed intangible assets and
acquired intangible assets. Accordingly, the Company believes it is
useful to provide, as a supplement to its GAAP operating results,
non-GAAP financial measures that exclude the amortization of acquired
intangibles in order to enhance the period-over-period comparison of its
operating results, as there is significant variability and
unpredictability across companies with respect to this expense.

(b) Stock-based compensation: Stock-based compensation consists
of expenses recorded under GAAP, in connection with stock awards such as
stock options, restricted stock awards and restricted stock units
granted under the Company's equity incentive plans and shares issued
pursuant to the Company's employee stock purchase plan. The Company
excludes stock-based compensation from non-GAAP financial measures
because it is a non-cash measurement that does not reflect the Company's
ongoing business and because the Company believes that investors want to
understand the impact on the Company of the adoption of the applicable
GAAP surrounding share based payments; the Company believes that the
provision of non-GAAP information that excludes stock-based compensation
improves the ability of investors to compare its period-over-period
operating results, as there is significant variability and
unpredictability across companies with respect to this expense.

(c) Restructuring and other charges, net: Restructuring and other
charges, net relates to costs associated with non-recurring events.
These include costs incurred for employee severance, acquisition or
divestiture activities, excess facility costs, certain legal costs,
asset related charges and other expenses associated with business
restructuring activities. Restructuring and other charges are excluded
from non-GAAP financial measures because they are not considered core
operating activities. Although the Company has engaged in various
restructuring activities over the past several years, each has been a
discrete event based on a unique set of business objectives. The Company
does not engage in restructuring activities in the ordinary course of
business. As such, the Company believes it is appropriate to exclude
restructuring charges from its non-GAAP financial measures because it
enhances the ability of investors to compare the Company's
period-over-period operating results.

(d) Income taxes: Non-GAAP income tax expense is equal to the
Company's projected cash tax expense. Adjustments to GAAP income tax
expense are required to eliminate the recognition of tax expense from
profitable entities where we utilize deferred tax assets to offset
current period tax liabilities. We believe that providing this non-GAAP
figure is useful to our investors as it more closely represents the true
economic impact of our tax positions.

(e) Restructuring inventory adjustment: Includes inventory
write-downs and benefits associated with non-recurring events,
predominantly tied to the Company's decision to end-of-life or
discontinue certain products for which the Company has no future ongoing
demand. During 2017, the Company recorded such charges tied to discrete
product decisions within its Hardware-Solutions segment associated with
its DCEngine and certain legacy embedded products. Restructuring
inventory write-downs and benefits are excluded from non-GAAP financial
measures because they are not considered core operating activities.
Although the Company has incurred various inventory write-downs over the
past several years, they have generally been associated with ongoing
business activities. As such, the Company believes it is appropriate to
exclude end-of-life and product discontinuance inventory write-downs and
benefits related to those write-downs from its non-GAAP financial
measures because it enhances the ability of investors to compare the
Company's period-over-period operating results.

(f) Amortization of financing activities: Amortization of
financing activities consists of expenses recorded under GAAP related to
the amortization of debt issuance costs, the amortization of warrant
issuance costs, and terminations costs related to previous unamortized
debt issuance costs from terminated financing agreements. The Company
excludes amortization of financing activities because they are not
considered to reflect the core cash-generating performance of the
business and therefore is excluded from our non-GAAP results.

(g) Change in fair value of warrants: Represents the change to
the current fair value of the warranty liability. The Company excludes
the change in fair value of warrants from non-GAAP financial measures
because it is a non-cash measurement that does not reflect the Company's
ongoing business. The Company believes that the provision of non-GAAP
information that excludes changes in fair value of warrants improves the
ability of investors to compare its period-over-period operating
results, as there is significant variability and unpredictability based
on the current fair value of the underlying warrants.

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