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Phoenix Technologies Ltd. Reports Second Quarter Fiscal 2009 Financial Results

April 30, 2009
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MILPITAS, Calif., April 30 /PRNewswire-FirstCall/ — Phoenix Technologies Ltd. (Nasdaq: PTEC), the global leader in core systems software and embedded technologies, today reported financial results for the second quarter of fiscal year 2009 ended March 31, 2009, including:

– Total revenues of $15.8 million, compared to $17.1 million in the second quarter of fiscal 2008;

– GAAP net loss of ($55.1 million), or ($1.93) per share, compared to a net loss of ($1.4 million), or ($0.05) per share in the second quarter of fiscal 2008; and

– Non-GAAP net loss, adjusted to exclude charges for amortization of intangible assets, restructuring charges, stock-based compensation, and impairment of goodwill and intangible assets, of ($5.6 million), or ($0.20) per share, compared to non-GAAP net income of $2.3 million, or $0.08 per diluted share in the second quarter of fiscal 2008.

(Logo: http://www.newscom.com/cgi-bin/prnh/20070410/SFTU048LOGO)

“Our second quarter performance reflects the substantial impact of the weakened global economy on the PC industry,” said President and CEO Woody Hobbs. “Inventory reductions across the global supply chain and reduced end-user PC demand drove weaker core systems revenues, and since we continued to fund important market adoption initiatives for our new products, our result was negative cash flow from operations for the quarter. In advance of these expected results, we took decisive actions to reduce our cost structure and improve operational efficiency.”

Richard Arnold, COO and CFO, said, “Our second quarter results include restructuring costs associated with our previously announced workforce and infrastructure rationalization as we moved to realign costs to revenue expectations in light of the current weak demand environment. Additionally, we incurred non-cash charges associated with the impairment of goodwill and other intangible assets which arose principally as a result of the widespread decline in corporate valuations that has occurred since the crisis in global equity markets commenced in the third quarter of calendar year 2008.”

In the course of preparing its financial statements for the quarter ended March 31, 2009, the Company concluded that, based on a combination of factors including: the recent and rapid deterioration of global economic conditions; the substantial decline in the Company’s market capitalization; the Company’s operating results; and management’s decisions to prioritize allocation of resources and to discontinue investments in certain products and services, there were sufficient indicators to require an interim impairment analysis of goodwill and other long-lived assets. As will be discussed in more detail in its Form 10-Q for the quarter ended March 31, 2009, the company recorded second quarter impairment charges of $33.2 million for goodwill and $11.9 million for other long-lived intangible assets in accordance with Statement of Financial Accounting Standards (SFAS) 142 “Goodwill and Other Intangible Assets” and SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” respectively.

Mr. Hobbs concluded, “Despite the current weakness in the PC industry, we remain committed to investing in our new products and services as we pursue a market opportunity that is several times greater than that of our core systems software products. Meanwhile, cost reduction initiatives we have undertaken both during and subsequent to the close of the quarter provide us with a right-sized operating platform from which to execute on our growth strategy. We are confident that there is broad industry and consumer interest in our new products and expect to gain further momentum as we achieve key milestones in the current quarter, including the first OEM deployments of both our FailSafe(TM) and HyperSpace(TM) products. We are also seeing some encouraging early signs of a return to more normal production levels across the PC supply chain.”

Second Quarter Fiscal 2009 Financial Summary

Total revenues for the second quarter of fiscal 2009 ended March 31, 2009 were $15.8 million, as compared with $17.1 million in the second fiscal quarter of 2008 ended March 31, 2008. Gross margin for the second fiscal quarter of 2009 was $0.3 million, compared to gross margin of $15.3 million for the second fiscal quarter of 2008. Gross margin declined principally as a result of the amortization and impairment charges recorded on purchased intangible assets, which generally relates to assets acquired during fiscal year 2008. Operating expenses for the second fiscal quarter of 2009 were $55.6 million, including an impairment of goodwill totaling $33.2 million. This compares to operating expenses of $15.0 million for the second fiscal quarter of 2008. Net loss for the second fiscal quarter of 2009 was $55.1 million, or ($1.93) per share, as compared to a net loss of $1.4 million, or ($0.05) per share, in the year-ago period. The Company ended the second fiscal quarter of 2009 with cash and equivalents of $22.6 million, down from $31.2 million at the end of the first fiscal quarter ended December 31, 2008.

Conference Call

The Company will conduct its regularly scheduled financial announcement conference call on Thursday, April 30, 2009, at 5:30 a.m. PT (8:30 a.m. ET). Investors are invited to listen to a live audio web cast of the quarterly conference call on the investor relations section of the Company’s website at http://investor.phoenix.com/webcasts.cfm, which will also contain supplemental financial information related to the conference call. A replay of the web cast will be available two hours after the conclusion of the call and will be available for 30 calendar days. Alternatively, investors can listen to the conference call via telephone at: 877-941-6009 (U.S./Canada) or 480-629-9771 (international). An audio replay of the conference call will also be available approximately two hours after the conclusion of the call and will be available until 8:30 a.m. PT on Friday, May 29, 2009. The audio replay can be accessed by dialing 800-406-7325 (U.S./Canada) or 303-590-3030 (international) and entering conference call ID 4041377.

About Phoenix Technologies

Phoenix Technologies Ltd. (Nasdaq: PTEC), the leader in PC 3.0(TM) products, services and embedded technologies, pioneers open standards and delivers innovative solutions that enable the PC industry’s top system builders and specifiers to differentiate their systems, reduce time-to-market and increase their revenues. The Company’s flagship products and services — SecureCore, Embedded BIOS, Phoenix FailSafe, HyperSpace and eSupport — are revolutionizing the PC user experience by delivering unprecedented performance, security, reliability, continuity, and ease-of-use. The Company established industry leadership and created the PC clone industry with its original BIOS product in 1983. Phoenix has 159 technology patents and 136 pending applications, and has shipped in over one billion systems. Phoenix is headquartered in Milpitas, California with offices worldwide. For more information, visit http://www.phoenix.com.

Phoenix, Phoenix Technologies, Phoenix SecureCore, Embedded BIOS, Phoenix FailSafe, HyperSpace, eSupport, PC 3.0 and the Phoenix Technologies logo are trademarks and/or registered trademarks of Phoenix Technologies Ltd. All other marks referenced herein are the property of their respective owners.

Use of Non-GAAP Financial Information

To supplement Phoenix’s consolidated condensed financial statements presented on a GAAP basis, Phoenix also presents non-GAAP net income (loss) information in this press release. The adjustments in the current quarter consist principally of impairment charges associated with goodwill and other long-lived intangible assets in accordance with SFAS 142 and 144, respectively, non-cash stock compensation expense as required according to SFAS 123(R), restructuring charges primarily associated with the reduction in force and closure of the Company’s facility in Tel Aviv, Israel and the amortization of intangible assets. These non-GAAP adjustments, as well as management’s reasons for providing non-GAAP information, are more fully described in the reconciliation between net income (loss) on a GAAP basis and non-GAAP net income (loss) provided in the financial statements that accompany this press release.

Safe Harbor

The statements set forth above include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding our ability to improve our financial performance, the deployments of our FailSafe and HyperSpace products, the level of industry and consumer interest in our new products and market trends. These statements involve risk and uncertainties, including: demand for our products and services in adverse economic conditions; our dependence on key customers; our ability to successfully enhance existing products and develop and market new products and technologies; our ability to achieve and maintain profitability and positive cash flow from operations; our ability to meet our capital requirements in the future; our ability to attract and retain key personnel; product and price competition in our industry and the markets in which we operate; our ability to successfully compete in new markets where we do not have significant prior experience; our ability to maintain the average selling price of our Core System Software for Netbooks; end-user demand for products incorporating our products and services; the ability of our customers to introduce and market new products that incorporate our products and services; our ability to generate additional capital on terms acceptable to us; risks associated with any acquisition strategy that we might employ; results of litigation; failure to protect our intellectual property rights; changes in our relationship with leading software and semiconductor companies; the rate of adoption of new operating system and microprocessor design technology; the volatility of our stock price; risks associated with our international sales and operating internationally, including currency fluctuations, acts of war or terrorism, and changes in laws and regulations relating to our employees in international locations; whether future restructurings become necessary; our ability to increase the number of volume purchase agreements and pay-as-you-go arrangements with customers; fluctuations in our operating results; the effects of any software viruses or other breaches of our network security; our ability to convert free users to paid customers and retain customers for our subscription services; storage of confidential customer information; our ability to effectively manage our rapid growth; defects or errors in our products and services; consolidation in the industry we operate in; internet infrastructure; risk associated with usage of open source software; our dependence on third party service providers; any material weakness in our internal controls over financial reporting; changes in financial accounting standards and our cost of compliance; business disruptions due to acts of war, power shortages and unexpected natural disasters; trends regarding the use of the x86 microprocessor architecture for personal computers and other digital devices; and changes in our effective tax rates. For a further list and description of risks and uncertainties that could cause actual results to differ materially from those contained in the forward looking statements in this release, we refer you to the Company’s filings with the Securities and Exchange Commission, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q. All forward-looking statements included in this document are based upon assumptions, forecasts and information available to the Company as of the date hereof, and the Company assumes no obligation to update any such forward-looking statements.

    Investor Relations Contacts:

    Phoenix Technologies Ltd.
    Richard Arnold
    Chief Operating Officer and Chief Financial Officer
    Tel. +1 408 570 1256
    investor_relations@phoenix.com

    The Piacente Group, Investor Relations
    Sanjay M. Hurry
    Tel. +1 212 481 2050
    phoenix@thepiacentegroup.com

                            PHOENIX TECHNOLOGIES LTD.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
                                   (unaudited)

                                                    March 31,    September 30,
                                                      2009           2008
                                                      ----           ----
                        Assets
     Current assets:
       Cash and cash equivalents                     $22,619        $37,721
       Accounts receivable, net of allowances          7,594          6,246
       Other assets - current                          8,399          8,190
                                                       -----          -----
         Total current assets                         38,612         52,157

     Property and equipment, net                       5,069          4,125
     Purchased technology and other intangible
      assets, net                                      8,427         22,323
     Goodwill                                         21,926         54,943
     Other assets - noncurrent                         2,948          2,994
                                                       -----          -----
         Total assets                                $76,982       $136,542
                                                     =======       ========

         Liabilities and stockholders' equity
     Current liabilities:
       Accounts payable                               $2,049         $2,855
       Accrued compensation and related liabilities    3,938          6,050
       Deferred revenue                               16,192         15,010
       Income taxes payable - current                  3,741          4,099
       Accrued restructuring charges - current           440            658
       Other liabilities - current                     9,802         10,318
                                                       -----         ------
         Total current liabilities                    36,162         38,990

     Accrued restructuring charges - noncurrent           46              8
     Income taxes payable - noncurrent                14,391         13,629
     Other liabilities - noncurrent                    2,557          2,508
                                                       -----          -----
         Total liabilities                            53,156         55,135

     Stockholders' equity:
       Preferred stock                                     -              -
       Common stock                                       30             29
       Additional paid-in capital                    241,918        235,562
       Accumulated deficit                          (126,278)       (61,786)
       Accumulated other comprehensive loss              175           (466)
       Less: Cost of treasury stock                  (92,019)       (91,932)
                                                     -------        -------
         Total stockholders' equity                   23,826         81,407
                                                      ------         ------
         Total liabilities and stockholders'
          equity                                     $76,982       $136,542
                                                     =======       ========

       See notes to unaudited condensed consolidated financial statements
                              PHOENIX TECHNOLOGIES LTD.
                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per share amounts)
                                     (unaudited)

                                             Three months        Six months
                                            ended March 31,    ended March 31,
                                             -------------      -------------
                                             2009     2008      2009     2008
                                             ----     ----      ----     ----
      Revenues:
        License fees                       $12,628  $14,818   $27,112  $30,227
        Subscription fees                      743        -     1,191        -
        Service fees                         2,447    2,242     4,881    4,197
                                             -----    -----     -----    -----
            Total revenues                  15,818   17,060    33,184   34,424

      Cost of revenues:
        License fees                           198       83       286      242
        Subscription fees                      446        -       752        -
        Service fees                         1,992    1,719     4,030    3,517
        Amortization of purchased
         intangible assets                     910        -     2,053       71
        Impairment of purchased
         intangible assets                  11,943        -    11,943        -
                                            ------      ---    ------      ---
            Total cost of revenues          15,489    1,802    19,064    3,830

      Gross margin                             329   15,258    14,120   30,594

      Operating expenses:
        Research and development            10,591    6,569    21,458   11,672
        Sales and marketing                  5,740    2,769    11,149    5,640
        General and administrative           4,998    5,586    10,634    9,513
        Restructuring                        1,049       44     1,142      113
        Impairment of goodwill              33,213        -    33,213        -
                                            ------      ---    ------      ---
            Total operating expenses        55,591   14,968    77,596   26,938
                                            ------   ------    ------   ------

      Income (loss) from operations        (55,262)     290   (63,476)   3,656

        Interest and other income
         (expenses), net                       335     (403)      605      274
                                               ---     ----       ---      ---
      Income (loss) before income taxes    (54,927)    (113)  (62,871)   3,930

        Income tax expense                     221    1,252     1,620    2,803
                                               ---    -----     -----    -----
      Net income (loss)                   $(55,148) $(1,365) $(64,491)  $1,127
                                          ========  =======  ========   ======
                                                                             .

      Earnings (loss) per share:
      --------------------------
        Basic                               $(1.93)  $(0.05)   $(2.27)   $0.04
        Diluted                             $(1.93)  $(0.05)   $(2.27)   $0.04

      Shares used in earnings (loss)
       per share calculation:
      ------------------------------
        Basic                               28,560   27,431    28,465   27,291
        Diluted                             28,560   27,431    28,465   29,114

         See notes to unaudited condensed consolidated financial statements
                            PHOENIX TECHNOLOGIES LTD.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (in thousands)
                                   (unaudited)

                                     Three months ended
                                     ------------------
                                 March   December   March       Six months
                                   31,       31,      31,     ended March 31,
                                 -----   --------   -----    ----------------
                                  2009      2008     2008      2009     2008
                                  ----      ----     ----      ----     ----
    Cash flows from operating
     activities:
      Net income (loss)       $(55,148)  $(9,343) $(1,365) $(64,491)  $1,127
      Reconciliation to
       net cash provided
       by (used in) operating
       activities:
        Depreciation and
         amortization            1,417     1,618      501     3,035    1,051
        Stock-based
         compensation            2,423     3,131    3,665     5,554    4,687
        Loss from disposal of
         fixed assets               (4)        -        -        (4)      33
        Impairment of
         purchased intangible
         assets                 11,943         -        -    11,943        -
        Impairment of
         goodwill               33,213         -        -    33,213        -
        Change in operating
         assets and
         liabilities:
          Accounts receivable   (2,588)    1,350      942    (1,238)   2,261
          Prepaid royalties and
           maintenance              17      (142)       3      (125)      32
          Other assets             621      (642)    (882)      (21)    (550)
          Accounts payable      (1,290)      568     (177)     (722)      (3)
          Accrued compensation
           and related
           liabilities             637    (2,527)     645    (1,890)    (288)
          Deferred revenue       1,261        45    2,267     1,306    2,464
          Income taxes            (152)      599    1,755       447    3,207
          Accrued restructuring
           charges                  95      (256)    (246)     (161)  (1,476)
          Other accrued
           liabilities            (447)     (441)     348      (888)     878
                                  ----      ----      ---      ----      ---
          Net cash provided by
           (used in) operating
           activities           (8,002)   (6,040)   7,456   (14,042)  13,423
                                ------    ------    -----   -------   ------

    Cash flows from investing
     activities:
      Purchases of property
       and equipment and
       other intangible assets    (155)   (1,304)    (316)   (1,459)    (931)
      Acquisition of businesses,
       net of cash acquired          -      (204)       -      (204)       -
                                   ---      ----      ---      ----      ---
          Net cash used in
           investing activities   (155)   (1,508)    (316)   (1,663)    (931)
                                  ----    ------     ----    ------     ----

    Cash flows from financing
     activities:
      Proceeds from stock
       purchases under stock
       option and stock
       purchase plans                -       804    1,355       804    3,550
      Repurchase of common stock   (52)      (35)       -       (87)       -
                                   ---       ---      ---       ---    -----
          Net cash provided by
           (used in) financing
           activities              (52)      769    1,355       717    3,550
                                   ---       ---    -----       ---    -----

    Effect of changes in
     exchange rates               (391)      277      191      (114)     238
                                  ----       ---      ---      ----      ---
      Net increase (decrease)
       in cash and cash
       equivalents              (8,600)   (6,502)   8,686   (15,102)  16,280
      Cash and cash
       equivalents at
       beginning of period      31,219    37,721   70,299    37,721   62,705
                                ------    ------   ------    ------   ------
    Cash and cash equivalents
     at end of period          $22,619   $31,219  $78,985   $22,619  $78,985
                               =======   =======  =======   =======  =======

       See notes to  unaudited condensed consolidated financial statements
                           PHOENIX TECHNOLOGIES LTD.
           RECONCILIATION OF GAAP TO NON-GAAP NET INCOME (LOSS) AND
                         NET EARNINGS (LOSS) PER SHARE
                     (in thousands, except per share data)
                                  (unaudited)

                                    Three months ended
                                    ------------------          Six months
                                  March   December   March        ended
                                    31,      31,       31,       March 31,
                                  -----   --------   -----      ----------
                                   2009     2008      2008      2009    2008
                                   ----     ----      ----      ----    ----

        GAAP net income (loss)  $(55,148)  $(9,343) $(1,365) $(64,491) $1,127

        Equity-based
         compensation expense
         under SFAS
         No. 123(R)        (1)     2,423     3,131    3,665     5,554   4,687

        Restructuring      (2)     1,049        93       44     1,142     113

        Amortization of
         purchased
         intangible assets (3)       910     1,143        -     2,053      71

        Impairment of
         purchased
         intangible assets (4)    11,943         -        -    11,943       -

        Impairment of
         goodwill          (4)    33,213         -        -    33,213       -

                                 -------       ---      ---  --------     ---
        Non-GAAP net income
         (loss)                  $(5,610)  $(4,976)  $2,344  $(10,586) $5,998
                                 =======   =======   ======  ========  ======

        Non-GAAP earnings
         (loss) per share:
        ------------------
                        Basic     $(0.20)   $(0.18)   $0.09    $(0.37)  $0.22
                        Diluted   $(0.20)   $(0.18)   $0.08    $(0.37)  $0.21

        Shares used in
         earnings (loss) per
         share calculation:
        --------------------
                        Basic     28,560    28,371   27,431    28,465  27,291
                        Diluted   28,560    28,371   29,514    28,465  29,114

        These adjustments reconcile the Company's GAAP net income (loss) to
        the reported non-GAAP net income (loss). The Company believes that
        presentation of net income (loss) and net income (loss) per share
        excluding equity-based compensation, restructuring costs,
        amortization of purchased intangible assets and impairment of
        purchased intangible assets and of goodwill provides 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 is excluded
        from non-GAAP results because management believes it is useful to
        investors to understand how the expenses associated with SFAS No.
        123(R) are reflected in net income (loss). Restructuring costs are
        excluded from non-GAAP financial results since they may not be
        considered directly related to our ongoing business operations.
        Amortization of purchased intangible assets, principally purchased
        technology, are excluded from non-GAAP financial results since it
        generally cannot be changed by management after an acquisition has
        occurred. Impairment of purchased intangible assets and goodwill are
        excluded from non-GAAP financial results since management believes
        that 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.

    (1) This represents equity-based compensation expense related to the
        Company's adoption of SFAS No. 123(R) beginning October 1, 2005. For
        the three months ended March 31, 2009, equity-based compensation was
        $2.4 million, allocated as follows: $0.1 million to cost of revenues,
        $0.7 million to research and development, $0.3 million to sales and
        marketing and $1.3 million to general and administrative. For the
        three months ended December 31, 2008, equity-based compensation was
        $3.1 million, allocated as follows: $0.2 million to cost of revenues,
        $0.9 million to research and development, $0.4 million to sales and
        marketing and $1.6 million to general and administrative. For the
        three months ended March 31, 2008, equity-based compensation was $3.7
        million, allocated as follows: $0.1 million to cost of goods sold,
        $1.0 million to research and development, $0.4 million to sales and
        marketing and $2.2 million to general and administrative. For the six
        months ended March 31, 2009, equity-based compensation was $5.6
        million, allocated as follows: $0.3 million to cost of goods sold,
        $1.6 million to research and development, $0.8 million to sales and
        marketing and $2.9 million to general and administrative. For the
        six months ended March 31, 2008, equity-based compensation was $4.7
        million, allocated as follows: $0.2 million to cost of goods sold,
        $1.1 million to research and development, $0.6 million to sales and
        marketing and $2.8 million to general and administrative. Management
        believes that it is useful to investors to understand how the expenses
        associated with the adoption of SFAS No. 123(R) are reflected in net
        income.

        The quarter ended March 31, 2008 is the first quarter during in which
        the Company reported equity-based compensation expense under SFAS No.
        123(R) in respect of stock options granted to the Company's four most
        senior executives as approved by the Company's stockholders on January
        2, 2008 (the "Performance Options"). Of the $2.4 million of equity-
        based compensation for the three months ended March 31, 2009, $1.0
        million was due to equity-based compensation expense which resulted
        from the grant of the Performance Options. Of the $3.1 million of
        equity-based compensation for the three months ended December 31,
        2008, $1.6 million was due to equity-based compensation expense which
        resulted from the grant of the Performance Options. Of the $3.7
        million of equity-based compensation for the three months ended March
        31, 2008, $2.0 million was due to equity-based compensation expense
        which resulted from the grant of the Performance Options. Of the
        $5.6 million of equity-based compensation for the six months ended
        March 31, 2009, $2.5 million was due to equity-based compensation
        expense which resulted from the grant of the Performance Options. Of
        the $4.7 million of equity-based compensation for the three months
        ended March 31, 2008, $2.0 million was due to equity-based
        compensation expense which resulted from the grant of the Performance
        Options.

    (2) The Company has incurred restructuring expenses, included in its GAAP
        presentation of operating expenses, primarily due to workforce related
        charges such as payments for severance and benefits and estimated
        costs of exiting and terminating facility lease commitments related to
        formal restructuring plans approved by the Board of
        Directors/management in June 2006, September 2006, November 2006,
        September 2007, February 2009 and March 2009. For the three months
        ended March 31, 2009, restructuring costs totaled $1.0 million, which
        relates mainly to the severance and other employee related costs
        incurred in relation to the two restructuring plans announced during
        the quarter ended March 31, 2009. As part of these restructuring
        activities, the Company reduced its global workforce by 96 employees
        and closed its facility in Tel Aviv, Israel. For the three months
        ended December 31, 2008, costs related to exiting and terminating
        facilities leases totaled approximately $0.1 million due mainly to
        changes in the projected operating expenses over the remaining term of
        the leases. For the three months ended March 31, 2008, cost related
        to exiting and terminating 2 facility leases totaled approximately
        $47,000 and severance and benefits decreased for over accrued employer
        taxes of approximately $3,000. For the six months ended March 31,
        2009, restructuring costs totaled $1.1 million, out of which $1.0
        million relates to the severance and other employee related cost
        incurred in relation to the two restructuring plans announced during
        the quarter ended March 31, 2009 and $0.1 million relates to
        facilities and lease costs in respect of the earlier restructuring
        plans. For the six months ended March 31, 2008, restructuring costs
        were $0.1 million. The severance and benefits costs totaled
        approximately $80,000. The facilities lease costs totaled
        approximately $30,000. The Company believes that these items do not
        reflect expected future operating expenses nor does the Company
        believe that they provide a meaningful evaluation of current versus
        past operational performance.

    (3) This represents amortization of purchased intangible assets,
        principally purchased technology, in accordance with SFAS No. 144,
        "Accounting for the Impairment or Disposal of Long-Lived Assets"
        ("SFAS No. 144") and SFAS No. 86, "Accounting for the Costs of
        Computer Software to Be Sold, Leased, or Otherwise Marketed" ("SFAS
        No. 86"). For the three months ended March 31, 2009, amortization of
        purchased intangible assets was $0.9 million allocated to cost of
        goods sold, which primarily include the amortization of the acquired
        assets from recent acquisitions. For the three months ended December
        31, 2008, amortization of purchased intangible assets was $1.1 million
        allocated to cost of goods sold, which primarily includes the
        amortization of the acquired assets from recent acquisitions. For the
        three months ended March 31, 2008, there was no amortization of
        purchased intangible assets. For the six months ended March 31, 2009,
        amortization of purchased intangible assets was $2.1 million,
        allocated to cost of goods sold, which primarily include the
        amortization of the acquired assets from recent acquisitions. For the
        six months ended March 31, 2008, amortization of purchased intangible
        assets was $0.1 million allocated to cost of goods sold. Future
        acquisitions may cause amortization expenses to be higher than these
        amounts.

    (4) This represents impairment of goodwill and purchased intangible assets
        in accordance with SFAS No. 142, "Goodwill and Other Intangible
        Assets" ("SFAS No. 142"), SFAS No. 144, "Accounting for the Impairment
        or Disposal of Long-Lived Assets" ("SFAS No. 144") and SFAS No. 86,
        "Accounting for the Costs of Computer Software to Be Sold, Leased, or
        Otherwise Marketed" ("SFAS No. 86"). For the three months and six
        months ended March 31, 2009, impairment of purchased intangible assets
        was $11.9 million and impairment of goodwill was $33.2 million, which
        include the impairments of the acquired assets from recent
        acquisitions. There were no impairment charges recorded on purchased
        intangible assets or goodwill in the other periods presented. SFAS
        142 and SFAS 144 adjustments typically occur when the financial
        performance of the business utilizing the affected assets falls below
        certain thresholds or certain assets are designated as held for sale.
        Accordingly, SFAS 142 and SFAS 144 related asset impairment are
        generally unpredictable and several factors could result in further
        impairment of the remaining goodwill and other intangible assets in
        the future periods.

SOURCE Phoenix Technologies Ltd.


Source: newswire