Phoenix Technologies Ltd. Reports Fourth Quarter and Full Fiscal Year 2009 Financial Results

October 22, 2009 6:00 AM EDT

MILPITAS, Calif., Oct. 22 /PRNewswire-FirstCall/ -- Phoenix Technologies Ltd. (Nasdaq: PTEC), the leader in PC 3.0(TM) products, services and embedded technologies, today reported financial results for the fourth quarter and full fiscal year ended September 30, 2009, including:

    --  Total revenues of $67.7 million for fiscal year 2009, compared to $73.7
        million for fiscal year 2008;
    --  Fiscal year 2009 GAAP net loss of ($75.3 million), or ($2.50) per share,
        compared to a net loss of ($6.2 million), or ($0.23) per share for
        fiscal year 2008;
    --  Fiscal year 2009 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
        ($15.9 million), or ($0.53) per share, compared to non-GAAP net income
        of $7.6 million, or $0.26 per diluted share for fiscal year 2008;
    --  Positive cash flow from operations of $4.8 million for fourth quarter
        2009; and

    --  Cash and short-term investment balances, as of September 30, 2009, of
        $35.1 million, compared to $37.7 million at September 30, 2008 and $18.9
        million at June 30, 2009.

President and CEO Woody Hobbs stated, "During fiscal year 2009 we made significant progress on our PC 3.0 products and the related market development initiatives, as evidenced in part by the announcement yesterday of our agreement with Samsung to make all-day, instant-on, always connected, secure technology available on their notebook and netbook products."

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

"The combined effect of the macro-economic slowdown over the past year and a reduction in product pricing across the PC ecosystem impacted our core business revenues and delayed the introduction and roll out of our new products, but did not deter us from the ongoing pursuit of new revenues from new sources. We have invested in, built and marketed our new technologies successfully and our PC 3.0 architecture now spans mobile and personal computing, as well as many consumer devices. Our flagship products, HyperSpace(TM) and FailSafe(TM), have received wide industry acclaim and acceptance by major OEMs and ODMs, and we expect to begin to see revenues from these accomplishments in the upcoming quarters. Phoenix is in an optimal position to be a major beneficiary of a recovery in portable device shipment levels which we believe will underpin our core revenues as well as enhance our opportunity for significant revenues from our new products."

"We are particularly encouraged by the growing demand for 'instant-on' computing and we feel strongly that the technological enhancements we are working on in our BIOS products, particularly including substantial improvements in boot speed, have the potential to improve both our market share and margins in core system software."

Mr. Hobbs concluded, "Our operating expenses remained well under control through the fourth quarter and were in line with the prior quarter. We achieved positive cash flow from operations for the fourth quarter and with our recent registered direct common stock offering which raised net proceeds of approximately $12.0 million, we closed the year with cash balances of $35.1 million, an increase of $16.2 million from our balances at June 30, 2009. We will continue to aggressively manage internal costs during the upcoming fiscal year."

Fiscal Year 2009 Financial Summary

Total revenues for the fiscal year ended September 30, 2009 were $67.7 million, compared with $73.7 million for the fiscal year ended September 30, 2008. Gross margin for fiscal year 2009 was $43.2 million (after intangible asset impairment charges of $11.9 million), compared to gross margin of $63.9 million for fiscal year 2008. Operating expenses for fiscal year 2009 were $114.4 million (including goodwill impairment charges of $32.9 million), compared to operating expenses of $65.7 million for fiscal year 2008. Net loss for fiscal year 2009 was ($75.3) million, or ($2.50) per share, compared to a net loss of ($6.2) million, or ($0.23) per share, for fiscal year 2008.

The Company ended fiscal year 2009 with cash and equivalents of $35.1 million. On July 2, 2009 the Company completed a registered direct sale of common stock, generating net proceeds to the Company of approximately $12.0 million.

Fourth Quarter Fiscal 2009 Financial Summary

Total revenues for the fourth quarter of the fiscal year ended September 30, 2009 were $17.2 million, compared with $20.0 million for the fourth quarter of the fiscal year ended September 30, 2008. Gross margin for the fourth quarter of fiscal year 2009 was $14.8 million, compared to gross margin of $16.7 million for the fourth quarter of fiscal year 2008. Operating expenses for the fourth quarter of fiscal year 2009 were $18.6 million, compared to operating expenses of $20.3 million for the fourth quarter of fiscal year 2008. Net loss for the fourth quarter of fiscal year 2009 was ($5.0) million, or ($0.15) per share, compared to a net loss of ($4.6) million, or ($0.16) per share, in the comparable year-ago period.

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) for the fourth quarter of fiscal year 2009 was ($2.4) million, or ($0.07) per share, compared to non-GAAP net income of $0.3 million, or $0.01 per diluted share for the fourth quarter of fiscal year 2008.

Conference Call

The Company will conduct its regularly scheduled financial announcement conference call today at 5:30 a.m. PT (8:30 a.m. ET). To participate in the conference call, please dial 877-941-1465 toll free from the U.S., or 480-629-9678 for international callers. Investors may also access a live audio web cast of this conference call on the investor relations section of the Company's website at http://investor.phoenix.com/webcasts.cfm.

A replay of the webcast will be available approximately two hours after the conclusion of the call and will remain available for 90 calendar days. An audio replay will also be available approximately one hour after the conclusion of the call and will be made available through Thursday, November 5, 2009. The audio replay can be accessed by dialing 800-406-7325 toll free from the U.S., or 303-590-3030 for international callers, and entering access ID number 4175275.

About Phoenix Technologies Ltd.

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 Tiano, Embedded BIOS, Phoenix Freeze, FailSafe, HyperSpace, and eSupport.com -- 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 over 210 technology patents issued and pending, and has shipped firmware 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, SecureCore Tiano, Embedded BIOS, Phoenix Freeze, FailSafe, HyperSpace, PC 3.0, eSupport.com and the Phoenix Technologies logo are trademarks and/or registered trademarks of Phoenix Technologies Ltd. All other marks are the marks 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. In addition to the charges associated with the impairment of goodwill and intangible assets recorded during the quarter ended March 31, 2009, the adjustments in the current period consist principally of stock compensation expense as required according to SFAS 123(R), restructuring and related asset impairment charges primarily associated with reductions in force and the closures of the Company's facilities in Tel Aviv, Israel, Hyderabad, India and Shanghai, China, 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 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 in this release 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, but not limited to, revenue growth for our core and new products, industry and consumer interest in and acceptance of our new products, recovery of the market for portable devices and our ability to control expenses. 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 enhance existing products and develop and market new products and technologies successfully; 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; the ability of our customers to introduce and market new products that incorporate our products; our ability to generate additional capital on terms acceptable to us; timing of payment by our customers; risks associated with any acquisition strategy that we might employ; costs and 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 complete the transition from our historical reliance on paid-up licenses to volume purchase license agreements and pay-as-you-go arrangements; fluctuations in our operating results and our ability to manage expenses consistent with our revenues; 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; unauthorized access to confidential customer information; defects or errors in our products and services; consolidation in the industry in which we operate; end user customers' high-speed access to the internet and continued maintenance and development of the internet infrastructure; risk associated with use 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; changes in our effective tax rates; and validity of our tax positions. 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 release 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
    Kristen McNally or Brandi Floberg
    Tel. +1 212 481 2050
    phoenix@thepiacentegroup.com


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

                                               September 30,  September 30,
                                                    2009           2008
                                                    ----           ----

                          Assets
    Current assets:
      Cash and cash equivalents                    $35,062        $37,721
      Accounts receivable, net of allowances         6,505          6,246
      Other assets - current                         2,196          8,190
                                                     -----          -----
        Total current assets                        43,763         52,157

    Property and equipment, net                      4,881          4,125
    Purchased technology and other intangible
    assets, net                                      7,608         22,323
    Goodwill                                        22,205         54,943
    Other assets - noncurrent                        3,082          2,994
                                                     -----          -----
        Total assets                               $81,539       $136,542
                                                   =======       ========

             Liabilities and stockholders' equity
    Current liabilities:
      Accounts payable                              $1,440         $2,855
      Accrued compensation and related
       liabilities                                   3,433          6,050
      Deferred revenue                              21,668         15,010
      Income taxes payable - current                 4,136          4,099
      Accrued restructuring charges - current          146            658
      Other liabilities - current                    2,989         10,318
                                                     -----         ------
        Total current liabilities                   33,812         38,990

    Accrued restructuring charges - noncurrent          85              8
    Income taxes payable - noncurrent               16,348         13,629
    Other liabilities - noncurrent                   2,738          2,508
                                                     -----          -----
        Total liabilities                           52,983         55,135

    Stockholders' equity:
      Preferred stock                                    -              -
      Common stock                                      36             29
      Additional paid-in capital                   257,975        235,562
      Accumulated deficit                         (137,058)       (61,786)
      Accumulated other comprehensive loss            (344)          (466)
      Less: Cost of treasury stock                 (92,053)       (91,932)
                                                   -------        -------
        Total stockholders' equity                  28,556         81,407
                                                    ------         ------
        Total liabilities and stockholders'
         equity                                    $81,539       $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 ended     Twelve months ended
                                   September 30,          September 30,
                                 ------------------     -------------------
                                 2009         2008       2009         2008
                                 ----         ----       ----         ----

    Revenues:
      License fees            $14,264      $17,249    $55,821      $64,359
      Subscription fees           888          112      3,007          132
      Service fees              2,080        2,641      8,869        9,211
                                -----        -----      -----        -----
        Total revenues         17,232       20,002     67,697       73,702

    Cost of revenues:
      License fees                134           98        568          519
      Subscription fees           294          144      1,380          164
      Service fees              1,612        2,186      7,695        7,864
      Amortization of
       purchased intangible
       assets                     437          828      2,921        1,272
      Impairment of purchased
       intangible assets          (49)           -     11,894            -
                                  ---          ---     ------          ---
        Total cost of revenues  2,428        3,256     24,458        9,819

    Gross margin               14,804       16,746     43,239       63,883

    Operating expenses:
      Research and development  8,940        9,591     39,609       29,660
      Sales and marketing       4,552        4,384     19,659       13,269
      General and
       administrative           5,063        6,291     20,352       22,512
      Restructuring and asset
       impairment                 344           57      1,846          237
      Impairment of goodwill     (280)           -     32,934            -
                                 ----          ---     ------          ---
        Total operating
         expenses              18,619       20,323    114,400       65,678
                               ------       ------    -------       ------

    Operating loss             (3,815)      (3,577)   (71,161)      (1,795)

    Interest and other income
     (expenses), net             (149)       1,000        (46)       1,602
                                 ----        -----        ---        -----
    Loss before income taxes   (3,964)      (2,577)   (71,207)        (193)

    Income tax expense          1,063        1,993      4,065        6,030
                                -----        -----      -----        -----
    Net loss                  $(5,027)     $(4,570)  $(75,272)     $(6,223)
                              =======       =======  ========      =======

    Loss per share:
    ---------------
      Basic  and diluted       $(0.15)      $(0.16)    $(2.50)      $(0.23)

    Shares used in loss per
    share calculation:
    ------------------------
      Basic and diluted        34,655       27,936     30,084       27,523

      See notes to unaudited condensed consolidated financial statements



                               PHOENIX TECHNOLOGIES LTD.
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (in thousands)
                                   (unaudited)

                            Three months ended
                            ------------------
                       September    June   September    Twelve months ended
                          30,        30,      30,          September 30,
                         2009       2009     2008        2009       2008
                       ---------    ----   ---------    -------------------

    Cash flows from
    Operating
    activities:
      Net loss           $(5,027)  $(5,754)  $(4,570) $(75,272)  $(6,223)
      Reconciliation
       to net cash
       provided by
       (used in)
       operating
       activities:
        Depreciation
         and amortization  1,078     1,014     1,305     5,127     3,224
        Stock-based
         compensation      2,216     2,018     4,010     9,788    12,302
        Loss from
         disposal/impairment
         offixed assets      210       128        (7)      334         9
        Other non
         cash charges          -         -        79         -        79
        Impairment of
         purchased
         intangible assets   (49)        -         -    11,894         -
        Impairment
         of goodwill        (280)        -         -    32,934         -
        Change in
         operating
         assets and
         liabilities:
          Accounts
           receivable      6,790    (5,851)   (1,245)     (299)    1,540
          Prepaid
           royalties and
           maintenance         8       (25)      (15)     (142)       23
          Other assets      (402)     (507)      327      (930)      440
          Accounts payable  (713)       (2)      681    (1,437)    1,330
          Accrued
           compensation
           and related
           liabilities       387    (1,152)    1,094    (2,655)    1,128
          Deferred revenue   320     4,935       444     6,561     2,521
          Income taxes       494     1,775     1,306     2,716     5,617
          Accrued
           restructuring
           charges            59      (338)      (28)     (440)   (1,636)
          Other accrued
           liabilities      (270)       95       126    (1,063)      116
          Net cash provided
           by (used in)
           operating
           activities      4,821    (3,664)    3,507   (12,884)   20,470

    Cash flows from
     investing activities:
      Purchases of
       property and
       equipment and
       other intangible
       assets               (195)     (537)   (1,137)   (2,191)   (3,095)
      Acquisition of
       businesses, net
       of cash acquired     (353)        -   (11,200)     (557)  (47,621)
          Net cash used in
           investing
           activities       (548)     (537)  (12,337)   (2,748)  (50,716)

    Cash flows from
     financing activities:
      Proceeds from stock
       issued under direct
       offering           11,963         -         -    11,963         -
      Proceeds from stock
       purchases under stock
       option and stock
       purchase plans          -       218       803     1,022     5,526
      Repurchase of common
       stock                 (18)      (12)     (254)     (117)     (254)
      Principal payments
       under capital lease
       obligations          (192)      (61)        -      (253)        -
          Net cash provided
           by(used in)
           financing
           activities     11,753       145       549    12,615     5,272

    Effect of changes in
     exchange rates          127       346       (99)      358       (10)
      Net increase
       (decrease) in cash
       and cash
       equivalents        16,153    (3,710)   (8,380)   (2,659)  (24,984)
      Cash and cash
       equivalents at
       beginning of
       period             18,909    22,619    46,101    37,721    62,705
    Cash and cash
     equivalents at end
     of period           $35,062   $18,909   $37,721   $35,062   $37,721

      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
                            ------------------
                       September    June  September    Twelve months ended
                          30,        30,      30,          September 30,
                         2009       2009     2008        2009       2008
                       ---------    ----   ---------    -------------------

    GAAP net loss      $(5,027)   $(5,754)  $(4,570)   $(75,272)   $(6,223)

    Equity-based
     compensation
     expense     (1)     2,216      2,018     4,010       9,788     12,302

    Restructuring
     and asset
     impairment  (2)       344        360        57       1,846        237

    Amortization of
     purchased
     intangible
     assets      (3)       437        431       828       2,921      1,272

    Impairment of
     purchased
     intangible
     assets      (4)       (49)         -         -       11,894         -

    Impairment
     of goodwill (4)      (280)         -         -       32,934         -
                        -------   -------      ----     --------    ------
    Non-GAAP net
     income (loss)     $(2,359)   $(2,945)     $325     $(15,889)   $7,588
                       =======    =======      ====     ========    ======

    Non-GAAP earnings
     (loss) per share:
    ------------------
          Basic         $(0.07)    $(0.10)    $0.01       $(0.53)    $0.28
          Diluted       $(0.07)    $(0.10)    $0.01       $(0.53)    $0.26

    Shares used in
     earnings (loss)
     per share
     calculation:
    ----------------
          Basic         34,655     28,700    27,936       30,084    27,523
          Diluted       34,655     28,700    29,460       30,084    29,219



    These adjustments reconcile the Company's GAAP net loss to the reported
    non-GAAP net income (loss). The Company believes that presentation of net
    earnings (loss) and net earnings (loss) per share excluding equity-based
    compensation,  restructuring and asset impairment charges, amortization of
    purchased intangible assets  and impairment of purchased intangible assets
    and 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 because management believes it is useful to investors to
    understand how the expenses associated with the grant of stock options are
    reflected in net income (loss).  Restructuring and related asset
    impairment charges are excluded since they may not be considered directly
    related to our ongoing business operations.  Amortization of purchased
    intangible assets, principally purchased technology, are excluded since it
    generally cannot be changed by management after an acquisition has
    occurred.  Impairment of purchased intangible assets and goodwill are
    excluded 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 grant
    of stock options beginning October 1, 2005.  For the three months ended
    September 30, 2009, equity-based compensation was $2.2 million, allocated
    as follows:  $0.1 million to cost of revenues, $0.5 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 June 30, 2009,
    equity-based compensation was $2.0 million, allocated as follows:  $0.1
    million to cost of revenues, $0.4 million to research and development,
    $0.3 million to sales and marketing and $1.2 million to general and
    administrative.  For the three months ended September 30, 2008, equity-
    based compensation was $4.0 million, allocated as follows:  $0.2 million
    to cost of goods sold, $1.1 million to research and development, $0.5
    million to sales and marketing and $2.2 million to general and
    administrative.   For the twelve months ended September 30, 2009, equity-
    based compensation was $9.8 million, allocated as follows: $0.5 million to
    cost of goods sold, $2.6 million to research and development, $1.3 million
    to sales and marketing and $5.4 million to general and administrative.
    For the twelve months ended September 30, 2008, equity-based compensation
    was $12.3 million, allocated as follows: $0.5 million to cost of goods
    sold, $3.3 million to research and development, $1.5 million to sales and
    marketing and $7.0 million to general and administrative.   Management
    believes that it is useful to investors to understand how the expenses
    associated with the grant of stock options are reflected in net income
    (loss).

    The quarter ended March 31, 2008 is the first quarter during which the
    Company reported equity-based compensation expense 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 $2.2 million of equity-based compensation for the three
    months ended September 30, 2009, $0.7 million resulted from the grant of
    the Performance Options. Of the $2.0 million of equity-based compensation
    for the three months ended June 30, 2009, $0.9 million resulted from the
    grant of the Performance Options. Of the $4.0 million of equity-based
    compensation for the three months ended September 30, 2008, $1.9 million
    resulted from the grant of the Performance Options.  Of the $9.8 million
    of equity-based compensation for the twelve months ended September 30,
    2009, $4.2 million resulted from the grant of the Performance Options.
    Of the $12.3 million of equity-based compensation for the twelve months
    ended September 30, 2008, $5.8 million resulted from the grant of the
    Performance Options.

    (2) The Company has incurred restructuring and related asset impairment
    expenses, included in its GAAP presentation of operating expenses,
    primarily due to workforce related charges such as payments for severance
    and benefits, asset impairments, estimated costs of exiting and
    terminating facility lease commitments and other exit costs related to
    formal restructuring plans approved by the Board of Directors/management
    in June 2006, September 2006, November 2006, September 2007, February
    2009, March 2009, June 2009 and July 2009.  For the three months ended
    September 30, 2009, restructuring and related asset impairment costs
    totaled $0.3 million, which relates mainly to the severance, other
    employee related costs, asset impairments and other exit costs incurred in
    relation to the restructuring plans announced during the current quarter
    as well as certain true-up adjustments recorded in relation to the
    restructuring activities announced during the prior periods.  As part of
    the current quarter restructuring activities, on July 28, 2009, management
    approved the closure of the Company's facility in Shanghai, China in order
    to consolidate development activities in the Company's other locations.
    For the three months ended June 30, 2009, restructuring and related asset
    impairment costs totaled $0.4 million, which related mainly to the
    severance, other employee related costs, asset impairments, and other exit
    costs incurred in relation to the restructuring plans announced during the
    second and third quarters of fiscal year 2009.  As part of the
    restructuring activities announced during the three months ended June 30,
    2009, the Company consolidated its development activities in India
    location by closing its facility in Hyderabad, India.  For the three
    months ended September 30, 2008, costs related to exiting and terminating
    facilities leases totaled approximately $0.1 million due mainly to an
    increase in the fiscal year 2003 restructuring reserve for the Irvine
    facility by $0.1 million due to projected increased operating expenses
    over the remaining term of the lease.   For the twelve months ended
    September 30, 2009, restructuring costs totaled $1.8 million, out of which
    $1.3 million relates to the severance and other employee related cost and
    $0.5 million relates to facilities, lease, asset impairments, and other
    exit costs mainly incurred in relation to fiscal 2009 restructuring plans
    and certain true-up adjustments recorded in relation to the restructuring
    activities announced during the prior periods.   For the twelve months
    ended September 30, 2008, restructuring costs were $0.2 million which were
    composed mainly of terminating facilities lease costs.

    (3) This represents amortization of purchased intangible assets,
    principally purchased technology, and is allocated to the cost of
    revenues.  For the three months ended September 30, 2009, amortization
    charges were $0.4 million, which include $0.3 million related to the
    amortization of the acquired assets from the acquisitions completed in the
    second half of fiscal year 2008 and $0.1 million related to the
    amortization of certain other acquired intangible assets.  For the three
    months ended June 30, 2009, amortization charges were $0.4 million, which
    include $0.3 million related to the amortization of the acquired assets
    from the acquisitions completed in the second half of fiscal year 2008 and
    $0.1 million related to the amortization of certain other acquired
    intangible assets.  For the three months ended September 30, 2008,
    amortization of purchased intangible assets was $0.8 million, which
    represented amortization charges for the intangible assets acquired from
    the acquisitions completed in the second half of fiscal year 2008.   For
    the twelve months ended September 30, 2009, amortization of purchased
    intangible assets was $2.5 million, which include $2.4 million in respect
    of the acquired assets from the acquisitions completed in the second half
    of fiscal year 2008 and $0.1 million related to the amortization of
    certain other acquired intangible assets.  For the twelve months ended
    September 30, 2008, amortization of purchased intangible assets was $1.3
    million of which $1.2 million related to the amortization of the acquired
    assets from the acquisitions completed in the second half of fiscal year
    2008 and $0.1 million related to the amortization of certain other
    acquired intangible assets.

    (4) This represents impairment charges recorded in respect of goodwill and
    other purchased intangible assets.  For the three months ended September
    30, 2009, the Company recorded a true-down adjustment of $0.3 million to
    the previous impairment charges recorded on purchased intangible assets
    and goodwill in the second quarter of fiscal 2009.   For the twelve months
    ended September 30, 2009, impairment of purchased intangible assets was
    $11.9 million and impairment of goodwill was $32.9 million, which
    represent impairments of the acquired assets from the acquisitions
    completed in the second half of fiscal 2008. There were no impairment
    charges recorded on purchased intangible assets or goodwill in the other
    periods presented. Impairment related charges 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, goodwill and intangible assets related impairment
    charges 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.


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