Summary of WIRELESS RONIN TECHNOLOGIES INC

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion contains various forward-looking statements within the meaning of Section 21E of the Exchange Act. Although we believe that, in making any such statement, our expectations are based on reasonable assumptions, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. When used in the following discussion, the words "anticipates," "believes," "expects," "intends," "plans," "estimates" and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those anticipated. Factors that could cause actual results to differ materially from those anticipated, certain of which are beyond our control, are set forth in this document under "Cautionary Statement."
Our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking statements. Accordingly, we cannot be certain that any of the events anticipated by forward-looking statements will occur or, if any of them do occur, what impact they will have on us. We caution you to keep in mind the cautions and risks described in this document and to refrain from attributing undue certainty to any forward-looking statements, which speak only as of the date of the document in which they appear. We do not undertake to update any forward-looking statement. Overview
Wireless Ronin Technologies, Inc. is a Minnesota corporation that has designed and developed application-specific visual marketing solutions. We provide dynamic digital signage solutions targeting specific retail and service markets through a suite of software applications collectively called RoninCast®. RoninCast® is an enterprise-level content delivery system that manages, schedules and delivers digital content over wireless or wired networks. Our solution, a digital alternative to static signage, provides our customers with a dynamic visual marketing system designed to enhance the way they advertise, market and deliver their messages to targeted audiences. Our technology can be combined with interactive touch screens to create new platforms for conveying marketing messages.
Our Sources of Revenue
We generate revenues through system sales, license fees and separate service fees, including consulting, content development and implementation services, as well as ongoing customer support and maintenance, including product upgrades. We currently market and sell our software and service solutions through our direct sales force.
Our Expenses
Our expenses are primarily comprised of three categories: sales and marketing, research and development and general and administrative. Sales and marketing expenses include salaries and benefits for our sales associates and commissions paid on sales. This category also includes amounts spent on the hardware and software we use to prospect new customers including those expenses incurred in trade shows and product demonstrations. Our research and development expenses represent the salaries and benefits of those individuals who develop and maintain our software products including RoninCast® and other software applications we design and sell to our customers. Our general and administrative expenses consist of corporate overhead, including administrative salaries, real property lease payments, salaries and benefits for our corporate officers and other expenses such as legal and accounting fees. Significant Accounting Policies and Estimates A discussion of our significant accounting policies was provided in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2008. There were no significant changes to these accounting policies during the first three months of 2009.

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Results of Operations
Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008
($000)
   The following table sets forth, for the periods indicated, certain unaudited
consolidated statements of operations information:

                                                                               Three Months Ended
                                 March 31,          % of total           March 31,          % of total           $ Increase          % Increase
                                   2009               sales                2008               sales              (Decrease)          (Decrease)
Sales                           $     1,433               100.0 %       $     1,933               100.0 %       $       (500 )             (25.9 %)
Cost of sales                         1,160                80.9 %             1,534                79.4 %               (374 )             (24.4 %)

Gross profit (exclusive of
depreciation and
amortization shown
separately below)                       273                19.1 %               399                20.6 %               (126 )             (31.6 %)
Sales and marketing
expenses                                831                58.0 %             1,220                63.1 %               (389 )             (31.9 %)
Research and development
expenses                                391                27.3 %               454                23.5 %                (63 )             (13.9 %)
General and administrative
expenses                              1,795               125.3 %             2,936               151.9 %             (1,141 )             (38.9 %)
Depreciation and
amortization expense                    199                13.9 %               251                13.0 %                (52 )             (20.7 %)

Total operating expenses              3,216               224.4 %             4,861               251.5 %             (1,645 )             (33.8 %)

Operating loss                       (2,943 )            (205.4 %)           (4,462 )            (230.8 %)             1,519               (34.0 %)
Other income (expenses):
Interest expense                         (3 )              (0.2 %)               (7 )              (0.4 %)                (4 )              57.1 %
Interest income                          43                 3.0 %               272                14.1 %               (229 )             (84.2 %)

Total other income
(expense)                                40                 2.8 %               265                13.7 %               (225 )             (84.9 %)

Net loss                        $    (2,903 )            (202.6 %)      $    (4,197 )            (217.1 %)      $      1,294               (30.8 %)




                                                                           Three Months Ended
                               March 31,          % of total          March 31,          % of total         $ Increase          % Increase
                                 2009               sales               2008               sales            (Decrease)          (Decrease)
United States                 $     1,267                88.4 %      $     1,536                79.5 %      $      (269 )             (17.5 %)
Canada                                110                 7.7 %              393                20.3 %             (283 )             (72.0 %)
Other International                    56                 3.9 %                4                 0.2 %               52              1300.0 %

Total Sales                   $     1,433               100.0 %      $     1,933               100.0 %      $      (500 )             (25.9 %)

Sales
Our sales decreased 26% or $500 to $1,433 for the three months ended March 31, 2009, compared to the same period in the prior year. The decline in our revenue was due to lower professional services fees being generated from smaller projects. In addition, we experienced lower hardware sales as certain customers are choosing to contract directly with our display suppliers. The decline in hardware and services was partially offset by higher levels of software sales as we continued to sell and deploy our RoninCast® software into an increased number of quick serve restaurants and other retail locations during the first quarter of 2009 compared to the prior year. Due to the current recession, we are not able to predict or forecast our future revenues with any degree of precision at this time.
Cost of Sales
Our cost of sales decreased 24% or $374 to $1,160 for the three months ended March 31, 2009 compared to the same period in the prior year. The decrease in cost of sales was due to the lower levels of hardware and service sales and also a reduction in compensation and related employee costs due to the workforce reductions taken in the third and fourth quarter of 2008. Operating Expenses
Our operating expenses decreased 34% or $1,645 to $3,216 for the three months ended March 31, 2009 compared to the same period in the prior year.

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Sales and marketing expenses were lower by $389 or 32% as a result of a decrease in compensation and benefits, along with lower travel related expenses as a result of the workforce reductions taken in the third and fourth quarter of 2008. In addition, we reduced the level of spending related to tradeshows and other marketing initiatives in the first quarter of 2009 when compared to the same period in the prior year. We traditionally incur higher levels of tradeshow expenditures in the first quarter of our fiscal year compared to the remaining three quarters. Any increased revenues and associated commissions may offset any future reduction in marketing expenditures.
Research and development expenses were lower by $63 or 14% in the first quarter of 2009 when compared to the prior year as a result of lower compensation and benefits expenses.
General and administrative expenses were lower by $1,141 or 39% as a result of a decrease in compensation and benefits, along with contractor costs as a result of the workforce reductions taken in the third and fourth quarter of 2008. Our stock compensation expense was also down approximately $200 during the first quarter of 2009 when compared to the prior year period. These decreases were partially offset by an increase in severance costs recorded in the first quarter of 2009 of $237 compared to $120 in the prior year period. In general, we experienced an across-the-board reduction in almost all expense categories as a result of better aligning our expenses with the lower levels of revenue.
Depreciation and amortization expense, which consists primarily of depreciation of computer equipment and office furniture and the amortization of purchased software, leasehold improvements made to our leased facilities and amortization of our acquisition-related intangible assets, was also lower by $52 when comparing the first quarter of 2009 to the prior year period. This was primarily the result of recording an impairment charge during the fourth quarter of 2008 for the remaining value of our acquisition-related intangible assets.
We will continue to monitor our operating expenses in relationship to our revenues levels and make the necessary cost reductions to the point where it will not significantly impact our ability to service our customers. Interest Expense
Interest expense decreased to $3 from $7 for the three months ended March 31, 2009 compared to the same period in the prior year. The decrease was the result of reduced debt balances under our capital leases. Interest Income
Interest income declined by $229 for the three months ended March 31, 2009 compared to the same period in the prior year. The decrease in interest income was due to significantly lower cash balances and a lower realized interest rate yield on our investments during the first quarter of 2009 compared to the same period in the prior year. Our average cash, cash equivalents and marketable securities during the first quarter of 2009 was $12,415 with an average yield of 0.4% compared to $27,428 with an average yield of 1.0% for the same period in the prior year.
Liquidity and Capital Resources
Operating Activities
We do not currently generate positive cash flow. Our investments in infrastructure have been greater than sales generated to date. As of March 31, 2009, we had an accumulated deficit of $67,115. The cash flow used in operating activities was $2,264 and $3,121 for the three months ended March 31, 2009 and 2008, respectively. The decrease in cash used in operations was due to improvement in our net loss during the three months ended March 31, 2009 as compared to the three months ended March 31, 2008. Based on our current expense levels, we anticipate that our cash and investments in marketable securities will be adequate to fund our operations for the next twelve months. Investing Activities

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Net cash provided by investing activities was $5,334 and $58 for the three months ended March 31, 2009 and 2008, respectively. The increase in cash provided by investing activities was due to net sales of marketable securities of $5,395 for the first three months of 2009 compared to $462 for the same period in prior year. These amounts were offset by purchases of capital equipment of $61 in the first three months ended March 31, 2009 compared to $404 for the same period in the prior year. Marketable securities held as of March 31, 2009 consisted of debt securities issued by federal government agencies with maturity dates in 2009.
Financing Activities
Net cash used in financing activities was $19 and $38 for the first three months of 2009 and 2008, respectively. These amounts were primarily the result of principal payments made on various capital leases due to expire during 2009.
We have financed our operations primarily through sales of common stock, exercise of warrants, and the issuance of notes payable to vendors, shareholders and investors. For the three months ended March 31, 2009 and 2008, these activities were insignificant.
We believe, based on current revenue and expense levels, that our cash and investments in marketable securities will be adequate to fund our operations for the next twelve months.
Contractual Obligations
Although we have no material commitments for capital expenditures, we anticipate levels of capital expenditures consistent with our levels of operations, infrastructure and personnel for the remainder of fiscal 2009. Operating and Capital Leases
At March 31, 2009, our principal commitments consisted of long-term obligations under operating leases. We lease approximately 19,089 square feet of office and warehouse space located at 5929 Baker Road, Minnetonka, Minnesota under a lease that extends through January 31, 2013. In addition, we lease office space of approximately 14,930 square feet to support our Canadian operations at a facility located at 4510 Rhodes Drive, Suite 800, Windsor, Ontario under a lease that extends through June 30, 2009.
The following table summarizes our obligations under contractual agreements as of March 31, 2009 and the time frame within which payments on such obligations are due:

                                                                    Payment Due by Period
                                                     Less Than                                                More Than
Contractual Obligations               Total           1 Year            1-3 Years          3-5 Years           5 Years
Capital Lease Obligations
(including interest)                 $    52        $        52        $         -        $         -        $         -
Operating Lease Obligations              788                180                401                207                  -

Total                                $   840        $       232        $       401        $       207        $         -

Based on our working capital position at March 31, 2009, we believe we have sufficient working capital to meet our current obligations. Item 3. Quantitative and Qualitative Disclosures About Market Risk Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, and accounts receivables. We maintain our accounts for cash and cash equivalents and marketable securities principally at one major bank. We invest our available cash in United States government securities and money market funds. We have not experienced any losses on our deposits of our cash, cash equivalents, or marketable securities.
We currently have outstanding approximately $52 of capital lease obligations at a fixed interest rate. We do not believe our operations are currently subject to significant market risks for interest rates or other relevant market price risks of a material nature.

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Foreign exchange rate fluctuations may adversely impact our consolidated financial position as well as our consolidated results of operations. Foreign exchange rate fluctuations may adversely impact our financial position as the assets and liabilities of our Canadian operations are translated into U.S. dollars in preparing our consolidated balance sheet. These gains or losses are recognized as an adjustment to shareholders' equity through accumulated other comprehensive income/(loss). The impact of foreign exchange rate fluctuations on our condensed consolidated statement of operations was immaterial in the first three months of 2009 and 2008.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures We maintain a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of March 31, 2009, our disclosure controls and procedures were effective. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.