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RSYS > SEC Filings for RSYS > Form 8-K on 30-Oct-2012All Recent SEC Filings

Show all filings for RADISYS CORP

Form 8-K for RADISYS CORP


30-Oct-2012

Entry into a Material Definitive Agreement, Results of Operations and Financial Cond


Item 1.01. Entry into a Material Definitive Agreement.
On October 29, 2012, Radisys Corporation (the "Company" or "Radisys") entered into Amendment No. 2 (the "Amendment") to its Amended and Restated Loan and Security Agreement with Silicon Valley Bank ("SVB") dated November 1, 2011 (as amended, the "Credit Agreement"). The Amendment decreases the minimum two quarter rolling EBITDA (as defined in the Credit Agreement) required to be achieved by the Company under its minimum EBITDA financial covenant to $(3.5) million for the quarter ended December 31, 2012, $(1.0) million for the quarter ended March 31, 2013 and $3.0 million for the quarter ended June 30, 2013 and thereafter. In addition, the Amendment revises the liquidity financial covenant in the Credit Agreement to require that liquidity testing be performed on a monthly basis when obligations are outstanding under the Credit Agreement.

The Amendment also revises the calculation of the Availability Amount (as defined in the Credit Agreement) such that all permitted borrowings under the Credit Agreement are now fully subject to the borrowing base formula contained in the Credit Agreement.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.



Item 2.02 Results of Operations and Financial Condition.
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 30, 2012, the Company issued a press release announcing its results for the fiscal quarter ended September 30, 2012. 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, financial outlook and expectations for the fourth quarter of 2012 and statements related to expense savings or reductions, operational and administrative efficiencies, revenue growth, margin improvement, financial performance and other attributes of the Company. These forward-looking statements are based on the Company's expectations and assumptions, as of the date such statements are made, regarding the Company's future operating performance and financial condition, the economy and other future events or circumstances. 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 Company's use of one contract manufacturer for a significant portion of the production of its products, (c) the anticipated amount and timing of revenues from design wins due to the Company's customers' product development time, cancellations or delays, (d) fluctuations in currency exchange rates, (e) the ability of the Company to successfully integrate the business and operations of Continuous Computing and higher than expected costs of integration, (f) the Company's ability to successfully manage the transition from 10G to 40G ATCA product technologies, (g) performance and customer acceptance of the Trillium line of products, (h) the combined Company's financial results and performance and (i) other factors listed in the Company's reports filed with the Securities and Exchange Commission (SEC), including those listed under "Risk Factors" in Radisys' Annual Report on Form 10-K for the year ended December 31, 2011 and in Radisys' subsequent Quarterly Reports on Form 10-Q, copies of which may be obtained by contacting the Company at 503-615-1100, from the Company's investor relations web site at http://investor.radisys.com/, or at the SEC's website at http://www.sec.gov. 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. Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. The Company believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein or in the press release will be achieved. All information in the press release is as of October 30, 2012. 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) purchase accounting adjustments, (b) amortization of acquired intangible assets, (c) stock-based compensation expense, (d) restructuring and acquisition-related charges (reversals), net, (e) impairment of goodwill, (f) gain on the liquidation of a foreign subsidiary, and (g) income taxes. 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.



Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number    Description
     10.1         Amendment No. 2, dated as of October 29, 2012, to Amended and
                  Restated Loan and Security Agreement, dated November 1, 2011,
                  between Radisys and Silicon Valley Bank.

     99.1         Press Release, dated October 30, 2012.


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