ITEM 2.02 Results of Operations and Financial Condition
On April 30, 2009, Phoenix Technologies Ltd. (the "Company") issued a press release announcing its financial results for the quarter ended March 31, 2009. A copy of the press release is furnished as Exhibit 99.1 to this report. The press release contains non-GAAP calculations of net income (loss) and net income (loss) per share that exclude (i) non-cash equity-based compensation in accordance with SFAS 123(R); (ii) restructuring costs; (iii) amortization of intangible assets; and (iv) impairment charges associated with goodwill and other long-lived intangible assets in accordance with SFAS 142 and 144, respectively. The Company's management believes these non-GAAP financial measures provide meaningful supplemental information to investors, as well as management, that is indicative of the Company's core operating results and facilitates comparison of operating results across reporting periods as well as comparison with other companies. The Company uses these non-GAAP measures when evaluating its financial results as well as for internal planning and budgeting purposes. Equity-based compensation and restructuring costs are excluded from non-GAAP financial results since they may not be considered directly related to our on-going business operations. Amortization of intangible assets is excluded from non-GAAP financial results since it generally cannot be changed by management after an acquisition of such assets has occurred. Impairment charges associated with goodwill and other long-lived intangible assets are excluded from non-GAAP financial results since management believes these charges are not directly related to the underlying performance of the Company's core business operations and eliminating these will assist investors to compare current versus past operational performance. These non-GAAP measures should not be viewed as a substitute for the Company's GAAP results, and may be different than non-GAAP measures used by other companies. Investors and potential investors are encouraged to review the reconciliation of non-GAAP financial measures contained within the attached press release with their most directly comparable GAAP financial results.
ITEM 2.05 Costs Associated with Exit or Disposal Activities.
On April 27, 2009, the management of Phoenix Technologies Ltd. (the "Company") approved the closure of the Company's facility in Hyderabad, India, in order to consolidate development activities in the Company's Bangalore, India location. The Company expects to record a restructuring charge in the aggregate amount of approximately $300,000 in the third quarter of fiscal year 2009, most of which represents cash expenditures. It is estimated that the actions under this restructuring plan will be completed within the next eight weeks. The actions under this restructuring will involve relocating employees to the Bangalore site, terminating employees that do not relocate, and vacating the Hyderabad facility. The estimated restructuring charges will consist of approximately (i) $150,000 related to relocation and severance costs; (ii) $75,000 related to surrendering the Hyderabad facility pursuant to the terms of the lease; and (iv) $75,000 of other exit costs (primarily a non-cash asset impairment charge).
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
99.1 Phoenix Technologies Ltd. Press Release dated April 30, 2009.

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