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8-K - FORM 8-K - TOLLGRADE COMMUNICATIONS INC \PA\ | l37894e8vk.htm |
Exhibit 99.1
NEWS RELEASE | ||
Contact: Bob Butter, Communications / Office: 412-820-1347/ bbutter@tollgrade.com |
TOLLGRADE REPORTS THIRD QUARTER 2009 RESULTS
STEPS TAKEN TO IMPROVE OUTLOOK FOR PROFITABILITY AND GROWTH
PITTSBURGH, PA October 28, 2009 Tollgrade Communications, Inc. (NASDAQ: TLGD), a leading
supplier of network service assurance test products and solutions, today reported revenue of $11.3
million and a GAAP loss per share from continuing operations of ($0.56) per share for the third
quarter ended September 26, 2009. Third quarter 2009 revenue was within the Companys earlier
guidance range of $10.0 million to $12.0 million. In comparison, revenue and GAAP earnings per
share from continuing operations for the third quarter ended September 27, 2008 were $12.9 million
and $0.06 per share, respectively.
Joseph Ferrara, Chairman, President and Chief Executive Officer said, We took significant steps in
our continued business transformation to improve our results and to better position Tollgrade for a
return to profitability and growth. By continuing our streamlining efforts, including the
divestiture of the cable business, we were able to take the necessary step to combine activities
and consolidate our business structure in a number of areas. Today, we implemented a reduction in
force which affects twenty-eight positions and is expected to reduce our annual costs by an
estimated $2.4 million. We expect to realize the full effect of the reduction in the first quarter
of 2010. These actions reflect the continued determination of our management team and new Board of
Directors to drive the Company towards profitability in the near term. Mr. Ferrara continued, In
addition, over the first half of 2009, we began outsourcing our production processes to reduce
fixed costs and have adopted a more variable cost model. We are targeting the end of 2009 to
complete the outsourcing of 100% of our production processes to key suppliers. This outsourcing
model has reduced our need to carry finished goods inventory as we work with suppliers to deliver
our products within our customers lead times.
Mr. Ferrara added, Finally, our third quarter revenues were the highest of the year, and we expect
to see continued growth in the fourth quarter with a number of opportunities in the pipeline for
2010.
Included in the third quarter 2009 loss from continuing operations are certain charges, including
an inventory charge of approximately $3.1 million related to the end of life and lower projected
inventory consumption of some the Companys legacy product lines, certain other impairment charges
amounting to approximately $0.5 million, and a $1.6 million severance charge primarily related to
managements decision in the third quarter to reduce the Companys workforce. These charges, along
with stock compensation expense of approximately $0.2 million, totaled approximately $5.4 million
for the third quarter of 2009. Excluding these charges, the loss per share from continuing
operations for the quarter
on a non-GAAP basis was ($0.13). On a non-GAAP basis, income per share from continuing operations
for the third quarter ended September 27, 2008 was $0.07 per share.
In addition, general and administrative expenses included in our third quarter 2009 loss from
continuing operations include a net bad debt reserve of $1.1 million and certain professional and
legal expenses associated with, among other items, the proxy contest that concluded in the quarter.
For the
nine month period ended September 26, 2009, revenues were $32.3 million and GAAP loss per
share was ($0.76) compared to the nine month period ended September 27, 2008 when the Company
posted revenues of $36.2 million and a GAAP loss per share of ($0.18).
Mr. Ferrara continued, We were also able to reduce our R&D resources in the third quarter, in
part, by discontinuing a number of legacy products. While the discontinuance of these products
allowed us to reduce our long term engineering resource requirements, it also contributed
significantly to our inventory impairment. We concluded that it was prudent for us to write-down
a significant portion of our inventory based on these end-of-life announcements, as well as the
depressed consumption rates of certain other products. Additionally, general and administrative
expenses were higher during the third quarter primarily due to charges related to the proxy contest
that concluded in the third quarter and our establishment of a reserve for a large foreign
receivable balance of which the likelihood of collection is uncertain at this time.
The Companys order backlog for firm customer purchase orders, software maintenance contracts and
managed services contracts was $16.3 million as of September 26, 2009, compared to a backlog of
$15.1 million as of December 31, 2008. The backlog at September 26, 2009 and December 31, 2008
included approximately $7.2 million and $12.0 million, respectively, related to software
maintenance contracts, which is primarily earned and recognized as income on a straight-line basis
during the remaining terms of these agreements. The decline in software maintenance backlog is
associated with three individual customer contracts. Because two of the contracts are up for
renewal at the end of 2009, the backlog at September 26, 2009 only includes one quarter from each
of these contracts in the total amount. The third customer contract expired in June of 2009 and,
although this contract was renewed soon after the end of the third quarter 2009 for an additional
one year period, backlog at September 26, 2009 does not include revenue from this contract. On a
sequential basis, backlog decreased to $16.3 million at September 26, 2009 from $17.7 million at
June 27, 2009. Management expects that approximately 28% of the current total backlog will be
recognized as revenue in the fourth quarter 2009. The Company is currently in discussions with
certain large domestic and international customers to finalize agreements to renew its expiring
multi-year software maintenance contracts, and is also pursuing opportunities to bolster its
managed service revenues.
The Companys cash and short-term investment balance increased by $5.0 million from year end 2008
to $65.4 million. The increase was primarily due to the proceeds received from the sale of the
cable
product line as well as producing positive cash flow from operations. On a sequential basis, cash
and short term investments increased by $1.5 million from the second quarter 2009.
4th Quarter 2009 Outlook
We are confident that in streamlining our business and getting the associated costs behind us, we
will be in a better position to return to profitability in the near term, said Mr. Ferrara.
Looking ahead to the fourth quarter of 2009, we expect revenue in the range of $11.5 million to
$13.5 million and we are striving to achieve profitability in the quarter. We continue to generate
cash and are optimistic about our future prospects, he added.
Conference Call and Webcast
A conference call to discuss earnings results for the third quarter 2009 will be held on Thursday,
October 29, 2009 at 9:00 a.m., Eastern Time. The telephone number for U.S. participants is
1-800-860-2442 (International: 1-412-858-4600). Please reference Tollgrades Third Quarter 2009
Earnings Results call. The conference call will also be broadcast live over the Internet. To
listen to this conference call via the Internet, simply log on to the following URL address:
http://www.videonewswire.com/event.asp?id=63017
About Tollgrade
Tollgrade Communications, Inc. is a leading provider of network service assurance products and
services for centralized test systems around the world. Tollgrade designs, engineers, markets and
supports centralized test systems, test access and next generation network assurance technologies.
Tollgrades customers range from the top telecom providers, to numerous independent telecom and
broadband providers around the world. Tollgrades network testing, measurement and monitoring
solutions support the infrastructure of telecom companies, as well as for power distribution
companies. For more information, visit Tollgrades web site at www.tollgrade.com.
TOLLGRADE COMMUNICATIONS, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
(In thousands, except per share data)
Unaudited Condensed Consolidated Statements of Operations
(In thousands, except per share data)
Three Months Ended | Nine Months Ended | ||||||||||||||||
September | September | September | September | ||||||||||||||
26, 2009 | 27, 2008 | 26, 2009 | 27, 2008 | ||||||||||||||
Revenues: |
|||||||||||||||||
Products |
$ | 5,016 | 7,417 | $ | 14,986 | 19,419 | |||||||||||
Services |
6,310 | 5,481 | 17,300 | 16,782 | |||||||||||||
11,326 | 12,898 | 32,286 | 36,201 | ||||||||||||||
Cost of sales: |
|||||||||||||||||
Products |
2,537 | 2,823 | 8,090 | 8,601 | |||||||||||||
Services |
2,137 | 2,207 | 5,497 | 6,018 | |||||||||||||
Amortization of intangible assets |
659 | 772 | 1,949 | 2,353 | |||||||||||||
Severance |
502 | | 778 | | |||||||||||||
Impairment of intangible assets |
191 | | 191 | 202 | |||||||||||||
Inventory write-down |
3,070 | | 3,070 | 754 | |||||||||||||
9,096 | 5,802 | 19,575 | 17,928 | ||||||||||||||
Gross profit |
2,230 | 7,096 | 12,711 | 18,273 | |||||||||||||
Operating expenses: |
|||||||||||||||||
Selling and marketing |
1,567 | 1,594 | 4,850 | 5,284 | |||||||||||||
General and administrative |
4,111 | 2,205 | 9,525 | 7,003 | |||||||||||||
Research and development |
2,353 | 2,513 | 6,795 | 8,077 | |||||||||||||
Severance |
1,114 | | 1,179 | 453 | |||||||||||||
Other impairments |
293 | | 293 | | |||||||||||||
Total operating expenses |
9,438 | 6,312 | 22,642 | 20,817 | |||||||||||||
(Loss) income from operations |
(7,208 | ) | 784 | (9,931 | ) | (2,544 | ) | ||||||||||
Other income |
46 | 264 | 555 | 1,063 | |||||||||||||
(Loss) income before income taxes |
(7,162 | ) | 1,048 | (9,376 | ) | (1,481 | ) | ||||||||||
(Benefit) provision for income taxes |
(80 | ) | 277 | 215 | 926 | ||||||||||||
(Loss) income from continuing
operations |
(7,082 | ) | 771 | (9,591 | ) | (2,407 | ) | ||||||||||
Income (loss) from discontinued
operations, net of income taxes |
| 147 | (223 | ) | (3,434 | ) | |||||||||||
Net (loss) income |
$ | (7,082 | ) | $ | 918 | $ | (9,814 | ) | $ | (5,841 | ) | ||||||
Diluted earnings per share
information: |
|||||||||||||||||
Weighted average shares of common
stock and equivalents: |
12,682 | 13,173 | 12,681 | 13,170 | |||||||||||||
Net (loss) income per common and
common equivalent shares from
continuing operations |
$ | (0.56 | ) | $ | 0.06 | $ | (0.76 | ) | $ | (0.18 | ) | ||||||
Net (loss) income per common and
common equivalent shares from
discontinued operations |
$ | 0.00 | $ | 0.01 | $ | (0.02 | ) | $ | (0.26 | ) | |||||||
TOLLGRADE COMMUNICATIONS, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(In thousands)
Unaudited Condensed Consolidated Balance Sheets
(In thousands)
September | December | |||||||
26 , 2009 | 31, 2008 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 65,179 | $ | 57,976 | ||||
Short-term investments |
198 | 2,419 | ||||||
Trade accounts receivable, net |
6,782 | 9,361 | ||||||
Other receivables |
1,239 | 632 | ||||||
Inventories, net |
3,124 | 7,843 | ||||||
Prepaid expenses and deposits |
715 | 1,200 | ||||||
Deferred and refundable tax assets |
717 | 453 | ||||||
Current assets of discontinued operations |
| 4,314 | ||||||
Total current assets |
77,954 | 84,198 | ||||||
Property and equipment, net |
3,185 | 2,661 | ||||||
Intangibles, net |
34,740 | 36,678 | ||||||
Deferred tax assets |
107 | 81 | ||||||
Other assets |
314 | 262 | ||||||
Noncurrent assets of discontinued operations |
| 467 | ||||||
Total assets |
$ | 116,300 | $ | 124,347 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 555 | $ | 1,198 | ||||
Accrued warranty |
620 | 927 | ||||||
Accrued expenses |
4,212 | 1,514 | ||||||
Accrued salaries and wages |
232 | 363 | ||||||
Accrued royalties payable |
63 | 284 | ||||||
Income tax payable |
263 | 267 | ||||||
Deferred revenue |
2,391 | 3,024 | ||||||
Current liabilities of discontinued operations |
| 1,146 | ||||||
Total current liabilities |
8,336 | 8,723 | ||||||
Pension obligation |
1,046 | 889 | ||||||
Deferred tax liabilities |
2,144 | 1,792 | ||||||
Other tax liabilities |
689 | 489 | ||||||
Total liabilities |
12,215 | 11,893 | ||||||
Total shareholders equity |
104,085 | 112,454 | ||||||
Total liabilities and shareholders equity |
$ | 116,300 | $ | 124,347 | ||||
TOLLGRADE COMMUNICATIONS, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
(In thousands)
Unaudited Condensed Consolidated Statements of Cash Flows
(In thousands)
Nine Months Ended | ||||||||
September | September | |||||||
26, 2009 | 27,2008 | |||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | (9,814 | ) | $ | (5,841 | ) | ||
Less: Loss from discontinued operations, net of taxes |
223 | 3,434 | ||||||
Adjustments to reconcile net loss to net cash provided by operating
activities: |
||||||||
Impairment of intangible assets |
191 | 202 | ||||||
Impairment of other long live assets |
293 | | ||||||
Amortization expense |
1,949 | 2,353 | ||||||
Depreciation expense |
865 | 1,100 | ||||||
Stock-based compensation expense |
720 | 341 | ||||||
Valuation allowance |
| 129 | ||||||
Deferred income taxes |
247 | 190 | ||||||
Inventory write-down |
3,070 | 754 | ||||||
Provisions for losses on inventory |
268 | 567 | ||||||
Provision for allowance for doubtful accounts |
1,178 | 178 | ||||||
Changes in assets and liabilities: |
||||||||
Accounts receivable-trade |
1,608 | 6,604 | ||||||
Accounts receivable-other |
(588 | ) | (522 | ) | ||||
Inventory |
1,384 | 455 | ||||||
Prepaid expense and other assets |
506 | 285 | ||||||
Accounts payable |
(752 | ) | (5,989 | ) | ||||
Accrued warranty |
(307 | ) | (369 | ) | ||||
Accrued expenses and deferred income |
1,271 | (167 | ) | |||||
Accrued royalties payable |
(221 | ) | (465 | ) | ||||
Income taxes payable |
(21 | ) | 612 | |||||
Net cash provided by operating activities of discontinued operations |
12 | 37 | ||||||
Net cash provided by operating activities |
2,082 | 3,888 | ||||||
Cash flows from investing activities: |
||||||||
Proceeds on sale of cable product line |
3,012 | | ||||||
Proceeds from note receivable |
53 | | ||||||
Purchase of short-term investments |
| (2,279 | ) | |||||
Redemption/maturity of short-term investments |
2,220 | 1,922 | ||||||
Purchase of acquired assets |
(300 | ) | | |||||
Purchase of property and equipment |
(505 | ) | (528 | ) | ||||
Sale of assets held for sale |
| 263 | ||||||
Net cash used in investing activities of discontinued operations |
(57 | ) | (37 | ) | ||||
Net cash provided by (used in) investing activities |
4,423 | (659 | ) | |||||
Net increase in cash and cash equivalents |
6,505 | 3,229 | ||||||
Effect of exchange rate changes on cash & cash equivalents |
698 | (210 | ) | |||||
Cash and cash equivalents, beginning of period |
57,976 | 58,222 | ||||||
Cash and cash equivalents at end of period |
$ | 65,179 | $ | 61,241 | ||||
Explanation of Non-GAAP Measures
During the third quarter 2009, we continued the restructuring programs that were implemented
beginning on January 30, 2008 and March 17, 2009, aimed at reducing the Companys existing cost
structure. We have provided non-GAAP financial measures (e.g., non-GAAP earnings per share) that
exclude the charges associated with the continuation of the restructuring initiatives, as well as
the related income tax effects of such items, stock-based compensation expense, write-downs and
impairments. These non-GAAP financial measures are provided to enhance the users overall
understanding of our financial performance in the third quarter of 2009. We believe that by
excluding these charges, as well as the related income tax effects, our non-GAAP measures provide
supplemental information to both management and investors that is useful in assessing our core
operating performance, in evaluating our ongoing business operations and in comparing our results
of operations on a consistent basis from period to period. These non-GAAP financial measures are
also used by management to plan and forecast future periods and to assist us in making operating
and strategic decisions. The presentation of this additional information is not prepared in
accordance with GAAP. The information may, therefore, not necessarily be comparable to that of
other companies and should be considered as a supplement to, and not a substitute for, or superior
to, the corresponding measures calculated in accordance with GAAP.
To supplement the presentation of our non-GAAP financial measures for the three and nine month
periods ended September 26, 2009 and September 27, 2008, we have prepared the following tables that
reconcile the differences between the non-GAAP financial measures with the most comparable measures
prepared in accordance with GAAP. Our non-GAAP financial measures are not meant to be used in
isolation from, or as a substitute for, comparable GAAP measures, and should be read only in
conjunction with our consolidated financial statements prepared in accordance with GAAP. Our
non-GAAP financial measures reflect adjustments based on the following items, as well as the
related income tax effect:
| Severance expense: For the three and nine month periods ended September 26, 2009 and for the nine month period ended September 27, 2008, we have excluded the effect of severance expense from our GAAP operating expense, operating loss, net loss and diluted earnings per share. We believe it is useful for investors to understand the effect of these expenses on our operating performance. | ||
| Impairment and inventory related charges: For the three and nine month periods ended September 26, 2009 and for the nine month period ended September 27, 2008, we have excluded the effect of certain impairment and inventory related charges on gross profit, gross margin, operating loss, net loss and diluted earnings per share. We believe it is useful for investors to understand the effect of these charges on our operating performance. | ||
| Stock-based compensation expense: For the three and nine month periods ended September 26, 2009 and September 27, 2008, we have excluded the effect of employee stock-based compensation expense on operating expenses, operating loss, net loss and diluted earnings per share. We exclude employee stock-based compensation expense from our non-GAAP measures primarily because they are non-cash expenses that we believe are not reflective of our core operating performance. |
Reconciliation to GAAP- Quarter Ended September 26, 2009 (Unaudited)
Net | Diluted | |||||||||||||||||||||||
Gross | loss from | EPS from | ||||||||||||||||||||||
(In thousands, except | Gross | Profit | Operating | Operating | continuing | continuing | ||||||||||||||||||
per share amount) | Profit | Percentage | Expense | Loss | operations (1) | operations (1) | ||||||||||||||||||
GAAP Reported Results |
$ | 2,230 | 19.7 | % | $ | 9,438 | $ | (7,208 | ) | $ | (7,082 | ) | $ | (0.56 | ) | |||||||||
Severance |
502 | 4.4 | % | (1,114 | ) | 1,616 | 1,616 | 0.13 | ||||||||||||||||
Intangible impairment |
191 | 1.7 | % | | 191 | 191 | 0.02 | |||||||||||||||||
Inventory impairment |
3,070 | 27.1 | % | | 3,070 | 3,070 | 0.24 | |||||||||||||||||
Other impairments |
| | % | (293 | ) | 293 | 293 | 0.02 | ||||||||||||||||
Stock-based Compensation |
| | % | (207 | ) | 207 | 207 | 0.02 | ||||||||||||||||
Non-GAAP Results,
Excluding special items |
$ | 5,993 | 52.9 | % | $ | 7,824 | $ | (1,831 | ) | $ | (1,705 | ) | $ | (0.13 | ) | |||||||||
(1) | Note: In calculating the Non-GAAP results reflected in the above table, we have adjusted the GAAP reported results to add back the charges we took in the third quarter 2009 related to severance, intangible impairment, inventory impairment, certain other impairments, and stock-based compensation expense. In calculating these Non-GAAP results, we have not added back to the GAAP reported results the $1.1 million bad debt reserve charge taken during the third quarter 2009. Had we also added back the $1.1 million bad debt reserve charge, for the third quarter 2009, our Non-GAAP net loss from continuing operations (in thousands) would have been ($610) and our Non-GAAP diluted EPS from continuing operations would have been ($0.05). |
Reconciliation to GAAP- Nine Months Ended September 26, 2009 (Unaudited)
Net | Diluted | |||||||||||||||||||||||
Gross | loss from | EPS from | ||||||||||||||||||||||
(In thousands, except | Gross | Profit | Operating | Operating | continuing | continuing | ||||||||||||||||||
per share amount) | Profit | Percentage | Expense | Loss | operations (1) | operations (1) | ||||||||||||||||||
GAAP Reported Results |
$ | 12,711 | 39.4 | % | $ | 22,642 | $ | (9,931 | ) | $ | (9,591 | ) | $ | (0.76 | ) | |||||||||
Severance |
778 | 2.4 | % | (1,179 | ) | 1,957 | 1,957 | 0.15 | ||||||||||||||||
Intangible impairment |
191 | 0.6 | % | | 191 | 191 | 0.02 | |||||||||||||||||
Inventory impairment |
3,070 | 9.5 | % | | 3,070 | 3,070 | 0.24 | |||||||||||||||||
Other impairments |
| | % | (293 | ) | 293 | 293 | 0.02 | ||||||||||||||||
Stock-based compensation |
| | % | (720 | ) | 720 | 720 | 0.06 | ||||||||||||||||
Non-GAAP Results,
Excluding special items |
$ | 16,750 | 51.9 | % | $ | 20,450 | $ | (3,700 | ) | $ | (3,360 | ) | $ | (0.27 | ) | |||||||||
(1) | Note: In calculating the Non-GAAP results reflected in the above table, we have adjusted the GAAP reported results to add back the charges we took in the nine months ended September 26, 2009 related to severance, intangible impairment, inventory impairment, certain other impairments, and stock-based compensation expense. In calculating these Non-GAAP results, we have not added back to the GAAP reported results the $1.1 million bad debt reserve charge taken during the third quarter 2009. Had we also added back the $1.1 million bad debt reserve charge, for the nine months ended September 26, 2009, our Non-GAAP net loss from continuing operations (in thousands) would have been ($2,265) and our Non-GAAP diluted EPS from continuing operations would have been ($0.18). |
Reconciliation to GAAP- Quarter Ended September 27, 2008 (Unaudited)
Net | ||||||||||||||||||||||||
income | Diluted | |||||||||||||||||||||||
Gross | from | EPS from | ||||||||||||||||||||||
(In thousands, except per | Gross | Profit | Operating | Operating | continuing | continuing | ||||||||||||||||||
share amount) | Profit | Percentage | Expense | income | operations | operations | ||||||||||||||||||
GAAP Reported Results |
$ | 7,096 | 55.0 | % | $ | 6,312 | $ | 784 | $ | 771 | $ | 0.06 | ||||||||||||
Stock-based compensation |
| | % | (159 | ) | 159 | 159 | 0.01 | ||||||||||||||||
Non-GAAP Results,
Excluding special items |
$ | 7,096 | 55.0 | % | $ | 6,153 | $ | 943 | $ | 930 | $ | 0.07 | ||||||||||||
Reconciliation to GAAP- Nine Months Ended September 27, 2008 (Unaudited)
Net | Diluted | |||||||||||||||||||||||
Gross | loss from | EPS from | ||||||||||||||||||||||
(In thousands, except per | Gross | Profit | Operating | Operating | continuing | continuing | ||||||||||||||||||
share amount) | Profit | Percentage | Expense | Loss | operations | operations | ||||||||||||||||||
GAAP Reported Results |
$ | 18,273 | 50.5 | % | $ | 20,817 | $ | (2,544 | ) | $ | (2,407 | ) | $ | (0.18 | ) | |||||||||
Severance |
| | % | (453 | ) | 453 | 453 | 0.03 | ||||||||||||||||
Intangible asset impairment |
202 | 0.5 | % | | 202 | 202 | 0.02 | |||||||||||||||||
Inventory impairment |
754 | 2.1 | % | | 754 | 754 | 0.06 | |||||||||||||||||
Stock-based compensation |
| | % | (301 | ) | 301 | 301 | 0.02 | ||||||||||||||||
Non-GAAP Results,
Excluding special items |
$ | 19,229 | 53.1 | % | $ | 20,063 | $ | (834 | ) | $ | (697 | ) | ($0.05 | ) | ||||||||||
Forward Looking Statements
The foregoing release contains forward looking statements regarding future events or results
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, including statements concerning the Companys current
expectations regarding revenue for the fourth quarter 2009. The Company cautions readers that such
forward looking statements are, in fact, predictions that are subject to risks and uncertainties
and that actual events or results may differ materially from those anticipated events or results
expressed or implied by such forward looking statements. The Company disclaims any current
intention to update its forward looking statements, and the estimates and assumptions within
them, at any time or for any reason.
In particular, the following factors, among others could cause actual results to differ materially
from those described in the forward looking statements: (a) delays in the software product launch
and other strategic initiatives that we expect to complete before the end of this year; (b)
possible delays in, or the inability to complete, negotiation and execution of purchase and service
agreements with new or existing customers, particularly the large domestic and international
multi-year software maintenance agreements up for renewal at the end of 2009; (c) negative impact
from changes in exchange rates of foreign currencies in which we transact business relative to the
U.S. dollar; (d) the inability to effectively integrate the hired employees and tools and resources
from the large managed services agreement or to achieve expected revenues and profitability
therefrom; (e) the inability of the Company to realize the benefits of its revenue and cost
initiatives due to unforeseen delays, changes in its markets or other factors, and the risk that
these initiatives will not promote revenue
growth or restore profitability in the timeframe anticipated by the Company; (f) inability of the
Company to recognize all or a portion of its backlog as expected; (g) the risk that our previous
cost-cutting initiatives may have impaired, or that our current and future initiatives may impair,
the Companys ability to effectively develop and market products and remain competitive in the
telecom market; (h) inability of the management team to implement the strategic repositioning of
the Company to focus on its service assurance offerings in the telecom markets; (i) inability to
complete or possible delays in completing certain research and development efforts required for new
products and solutions and delays in market acceptance of our new network acceptance solutions
beyond the timeframes anticipated or at all; (j) general economic uncertainty and its impact on the
capital budgets for certain of our major customers; (k) the inability to make changes in business
strategy, development plans and product offerings to respond to the needs of the significantly
changing telecommunications markets and network technologies; (l) our dependence upon a limited
number of third party subcontractors and component suppliers to manufacture or supply certain
aspects of the products we sell; (m) the ability to manage the risks associated with and to grow
our business; (n) the uncertain economic and political climate in certain parts of the world where
we conduct business and the potential that such climate may deteriorate; and (o) our ability to
efficiently integrate acquired businesses and achieve expected synergies. Other factors that could
cause actual events or results to differ materially from those contained in the forward looking
statements are included in the Companys filings with the U.S. Securities and Exchange Commission
(the SEC) including, but not limited to, the Companys Form 10-K for the year ended December 31,
2008 and any subsequently filed reports. All documents are also available through the SECs
Electronic Data Gathering Analysis and Retrieval system at www.sec.gov or from the
Companys website at www.tollgrade.com.