Press Releases

Phoenix Technologies Ltd. Reports Third Quarter Fiscal 2009 Financial Results

MILPITAS, Calif., July 29, 2009 /PRNewswire-FirstCall via COMTEX News Network/ -- Phoenix Technologies Ltd. (Nasdaq: PTEC), the leader in PC 3.0(TM) products, services and embedded technologies, today reported financial results for the Company's third fiscal quarter, ended June 30, 2009.

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

Financial Highlights

    --  Total revenues of $17.3 million, compared to $15.8 million reported in
        the second fiscal quarter ended March 31, 2009 and $19.3 million in the
        third quarter of fiscal year 2008;
    --  GAAP net loss of ($5.8) million, or ($0.20) per share, compared to a net
        loss of ($2.8) million, or ($0.10) per share, in the third quarter of
        fiscal year 2008;
    --  Non-GAAP net loss of ($2.9) million, or ($0.10) per share, (calculated
        after adjustments to exclude stock-based compensation expense,
        restructuring and related asset impairment charges, impairment of
        goodwill and intangible assets and amortization of intangible assets)
        compared to non-GAAP net income of $1.3 million, or $0.04 per diluted
        share, in the third quarter of fiscal year 2008; and

    --  Completion of the previously announced registered direct common stock
        offering, raising net proceeds of approximately $12.1 million with
        settlement on July 2, 2009.

"We are very pleased to announce better than expected top and bottom line results for the third quarter, which came as a result of both improved sales performance and significantly reduced operating expenses," said President and CEO Woody Hobbs. "We reduced our operating expenses below the level we reported for the March quarter, yet we still continued to invest in our vision for PC 3.0 and the related new product development, customer acquisition, and deployment activities.

"Our FailSafe and HyperSpace offerings are generating broad industry and consumer support, and we believe our strategies for these products are powerful catalysts for both near and long term revenue growth. The first OEM shipments of FailSafe enabled machines began during the third fiscal quarter on schedule. We also successfully expanded our direct engagements with OEMs through advancements in our HyperSpace initiative. In addition to optimizing HyperSpace for AMD's second generation consumer notebook platform, we announced earlier this month that HyperSpace is now aligned with the Moblin open source framework for Intel Atom(TM) Processor-based devices such as netbooks, nettops and MIDs (mobile internet devices). Through this strategic alliance with Intel, we expect to work closely with Intel on the promotion and commercialization of HyperSpace among OEMs and ODMs.

"The trend toward instant on, always connected, all day computing is clearly gaining traction in the marketplace, particularly as netbook and other MID unit shipments and adoption pick up speed. We believe we are in exactly the right place to benefit from this momentum as the business environment rebuilds and as market demand for superior form, function, and performance accelerates," Mr. Hobbs concluded.

Third Quarter Fiscal 2009 Financial Summary

Total revenues for the third quarter of fiscal 2009 ended June 30, 2009 were $17.3 million, compared with $19.3 million in the third quarter of fiscal 2008 ended June 30, 2008. Gross margin for the third fiscal quarter of 2009 was $14.3 million, compared to gross margin of $16.5 million for the third fiscal quarter of 2008. Operating expenses for the third fiscal quarter of 2009 were $18.2 million, compared to operating expenses of $18.4 million for the third fiscal quarter of 2008. Net loss for the third fiscal quarter of 2009 was ($5.8) million, or ($0.20) per share, compared to a net loss of ($2.8) million, or ($0.10) per share, in the comparable year-ago period. The Company ended the third fiscal quarter of 2009 with cash and equivalents of $18.9 million, compared to $22.6 million at March 31, 2009. (On July 2, 2009 the Company completed its previously announced registered direct sale of common stock, generating net proceeds to the company of approximately $12.1 million.)

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 877-941-8609 or 480-629-9786. 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 Wednesday, August 26, 2009. The audio replay can be accessed by dialing 800-406-7325 or 303-590-3030 and entering access ID number 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 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 139 technology patents and 65 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 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.

To be added to the Company's email distribution for future news releases, please send your request to phoenix@tpg-ir.com.

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 quarter 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 and Hyderabad, India, 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 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 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; our ability to manage our rapid growth effectively; 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 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
    Kristen McNally
    Tel. +1 212 481 2050
    phoenix@thepiacentegroup.com

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

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

                        Assets
     Current assets:
       Cash and cash equivalents                    $18,909        $37,721
       Accounts receivable, net of
        allowances                                   13,399          6,246
       Other assets - current                         5,880          8,190
                                                      -----          -----
         Total current assets                        38,188         52,157

     Property and equipment, net                      5,373          4,125
     Purchased technology and other intangible
      assets, net                                     7,996         22,323
     Goodwill                                        21,926         54,943
     Other assets - noncurrent                        3,002          2,994
                                                      -----          -----
         Total assets                               $76,485       $136,542
                                                    =======       ========

         Liabilities and stockholders' equity
     Current liabilities:
       Accounts payable                              $2,121         $2,855
       Accrued compensation and related
        liabilities                                   2,965          6,050
       Deferred revenue                              21,164         15,010
       Income taxes payable - current                 4,443          4,099
       Accrued restructuring charges -
        current                                         123            658
       Other liabilities - current                    7,273         10,318
                                                      -----         ------
         Total current liabilities                   38,089         38,990

     Accrued restructuring charges - noncurrent          36              8
     Income taxes payable - noncurrent               15,476         13,629
     Other liabilities - noncurrent                   2,709          2,508
                                                      -----          -----
         Total liabilities                           56,310         55,135

     Stockholders' equity:
       Preferred stock                                    -              -
       Common stock                                      30             29
       Additional paid-in capital                   244,146        235,562
       Accumulated deficit                         (132,031)       (61,786)
       Accumulated other comprehensive income
        (loss)                                           66           (466)
       Less: Cost of treasury stock                 (92,036)       (91,932)
                                                    -------        -------
         Total stockholders' equity                  20,175         81,407
                                                     ------         ------
         Total liabilities and stockholders'
          equity                                    $76,485       $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        Nine months
                                       ended June 30,     ended June 30,
                                       -------------      -------------
                                       2009     2008      2009     2008
                                       ----     ----      ----     ----

    Revenues:
      License fees                   $14,445  $16,883   $41,557  $47,110
      Subscription fees                  928       20     2,119       20
      Service fees                     1,908    2,373     6,789    6,570
                                       -----    -----     -----    -----
          Total revenues              17,281   19,276    50,465   53,700

    Cost of revenues:
      License fees                       148      179       434      421
      Subscription fees                  334       20     1,086       20
      Service fees                     2,053    2,161     6,083    5,678
      Amortization of purchased
       intangible assets                 431      373     2,484      444
      Impairment of purchased
       intangible assets                   -        -    11,943        -
                                         ---      ---    ------      ---
          Total cost of revenues       2,966    2,733    22,030    6,563

    Gross margin                      14,315   16,543    28,435   47,137

    Operating expenses:
      Research and development         9,211    8,397    30,669   20,069
      Sales and marketing              3,958    3,245    15,107    8,885
      General and administrative       4,655    6,708    15,289   16,221
      Restructuring and asset
       impairment                        360       67     1,502      180
      Impairment of goodwill               -        -    33,213        -
                                         ---      ---    ------      ---
                Total operating
                 expenses             18,184   18,417    95,780   45,355
                                      ------   ------    ------   ------

    Income (loss) from operations     (3,869)  (1,874)  (67,345)   1,782

    Interest and other income
     (expenses), net                    (502)     328       103      602
                                        ----      ---       ---      ---
    Income (loss)
     before income taxes              (4,371)  (1,546)  (67,242)   2,384

      Income tax expense               1,383    1,234     3,003    4,037
                                       -----    -----     -----    -----
    Net loss                         $(5,754) $(2,780) $(70,245) $(1,653)
                                     =======  =======  ========  =======


    Loss per share:
    ---------------
      Basic and diluted               $(0.20)  $(0.10)   $(2.46)  $(0.06)

    Shares used in loss per share
     calculation:
    ---------------
      Basic and
       diluted                        28,700   27,574    28,543   27,385

        See notes to unaudited condensed consolidated financial statements



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


                                  Three months ended
                                  ------------------          Nine months
                            June 30,  March 31,  June 30,    ended June 30,
                            --------  ---------  --------   ----------------
                               2009       2009      2008      2009     2008
                               ----       ----      ----      ----     ----
    Cash flows
     from
     operating
     activities:
      Net loss               $(5,754)  $(55,148)  $(2,780) $(70,245) $(1,653)
      Reconciliation
       to net cash
       provided by
       (used in)
       operating
       activities:
        Depreciation
         and
         amortization          1,014      1,417       868     4,049    1,919
        Stock-based
         compensation          2,018      2,423     3,605     7,572    8,292
        Loss from
         disposal/
         impairment
         of fixed
         assets                  128         (4)      (17)      124       16
        Impairment
         of
         purchased
         intangible
         assets                    -     11,943         -    11,943        -
        Impairment
         of goodwill               -     33,213         -    33,213        -
        Change in
         operating
         assets and
         liabilities:
          Accounts
           receivable         (5,851)    (2,588)      524    (7,089)   2,785
          Prepaid
           royalties and
           maintenance           (25)        17         6      (150)      38
          Other assets          (507)       621       663      (528)     113
          Accounts
           payable                (2)    (1,290)      652      (724)     649
          Accrued
           compensation
           and related
           liabilities        (1,152)       637       322    (3,042)      34
          Deferred
           revenue             4,935      1,261      (387)    6,241    2,077
          Income taxes         1,775       (152)    1,104     2,222    4,311
          Accrued
           restructuring
           charges              (338)        95      (132)     (499)  (1,608)
          Other accrued
           liabilities            95       (447)     (888)     (793)     (10)
                                 ---       ----      ----      ----      ---
          Net cash
           provided by
           (used in)
           operating
           activities         (3,664)    (8,002)    3,540   (17,706)  16,963
                              ------     ------     -----   -------   ------

    Cash flows
     from
     investing
     activities:
      Purchases of property
       and equipment and
       other intangible
       assets                   (537)      (155)   (1,027)   (1,996)  (1,958)
      Funds held in escrow         -          -   (18,706)        -  (18,706)
      Acquisition of
       businesses, net of
       cash acquired               -          -   (17,715)     (204) (17,715)
                                 ---        ---   -------      ----  -------
          Net cash used
           in investing
           activities           (537)      (155)  (37,448)   (2,200) (38,379)
                                ----       ----   -------    ------  -------

    Cash flows
     from
     financing
     activities:
      Proceeds from stock
       purchases under
       stock
       option and stock
       purchase plans            218          -     1,173     1,022    4,723
      Repurchase of common
       stock                     (12)       (52)        -       (99)       -
      Principal payments
       under capital lease
       obligations               (61)         -         -       (61)       -
                                 ---        ---       ---       ---      ---
          Net cash
           provided by
           (used in)
           financing
           activities            145        (52)    1,173       862    4,723
                                 ---        ---     -----       ---    -----

    Effect of
     changes in
     exchange
     rates                       346       (391)     (149)      232       89
                                 ---       ----      ----       ---       --
      Net decrease in cash
       and cash equivalents   (3,710)    (8,600)  (32,884)  (18,812) (16,604)
      Cash and cash
       equivalents at
       beginning of period    22,619     31,219    78,985    37,721   62,705
                              ------     ------    ------    ------   ------
    Cash and
     cash
     equivalents
     at end of
     period                  $18,909    $22,619   $46,101   $18,909  $46,101
                             =======    =======   =======   =======  =======


       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
                            -----------------------------    Nine months
                            June 30,  March 31,  June 30,    ended June 30,
                            --------  ---------  --------   ---------------
                              2009       2009      2008      2009     2008
                              ----       ----      ----      ----     ----

      GAAP net loss         $(5,754)  $(55,148)  $(2,780) $(70,245) $(1,653)

      Equity-based
       compensation
       expense
       under SFAS
       No. 123(R)      (1)    2,018      2,423     3,605     7,572    8,292

      Restructuring
       and asset
       impairment      (2)      360      1,049        67     1,502      180

      Amortization
       of purchased
       intangible
       assets          (3)      431        910       373     2,484      444

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

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

                            -------    -------    ------  --------   ------
      Non-GAAP
       net income
       (loss)               $(2,945)   $(5,610)   $1,265  $(13,531)  $7,263
                            =======    =======    ======  ========   ======

      Non-GAAP
       earnings
       (loss) per
       share:
      ------------
                  Basic      $(0.10)    $(0.20)    $0.05    $(0.47)   $0.27
                  Diluted    $(0.10)    $(0.20)    $0.04    $(0.47)   $0.25

      Shares used
       in earnings
       (loss) per share
       calculation:
      -----------------
                  Basic      28,700     28,560    27,574    28,543   27,385
                  Diluted    28,700     28,560    29,253    28,543   29,145

    These adjustments reconcile the Company's GAAP net loss to the reported
    non-GAAP net income (loss). The Company believes that presentation of net
    loss and net income (loss) per share excluding equity-based compensation,  restructuring and asset impairment 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 and related asset
    impairment 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 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 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 June 30,
    2008, equity-based compensation was $3.6 million, allocated as follows:
    $0.2 million to cost of goods sold, $1.0 million to research and
    development, $0.4 million to sales and marketing and $2.0 million to
    general and administrative.  For the nine months ended June 30, 2009,
    equity-based compensation was $7.6 million, allocated as follows: $0.4
    million to cost of goods sold, $2.1 million to research and development,
    $1.0 million to sales and marketing and $4.1 million to general and
    administrative.  For the nine months ending June 30, 2008, equity-based
    compensation was $8.3 million, allocated as follows: $0.4 million to cost
    of goods sold, $2.1 million to research and development, $1.0 million to
    sales and marketing and $4.8 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 $2.0 million of equity-based
    compensation for the three months ended June 30, 2009, $0.9 million was
    due to equity-based compensation expense which resulted from the grant of
    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 $3.6 million of equity-based compensation for
    the three moths ended June 30, 2008, $2.0 million was due to equity-based
    compensation expense which resulted from the grant of the Performance
    Options.  Of the $7.6 million of equity-based compensation for the nine
    months ended June 30, 2009, $3.5 million was due to equity-based
    compensation expense which resulted from the grant of the Performance
    Options.  Of the $8.3 million of equity-based compensation for the nine
    months ended June 30,2008, $5.8 million was due to equity-based
    compensation expense which resulted from the grant of the Performance
    Options.

    (2) The Company has incurred restructuring and resulting 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 and June 2009.  For the three months ended June 30, 2009,
    restructuring and related asset impairment costs totaled $0.4 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 second and third quarters of
    fiscal year 2009.  As part of the current quarter restructuring
    activities, the Company consolidated its development activities in India
    location by closing its facility in Hyderabad, India.  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 June 30, 2008,
    cost related to exiting and terminating 2 facility leases totaled
    approximately $0.1 million due to a change in estimate of sublease income.
    For the nine months ended June 30, 2009, restructuring costs totaled $1.5
    million, out of which $1.2 million relates to the severance and other
    employee related cost incurred in relation to the three restructuring
    plans announced during the quarters ended March 31, 2009 and June 30, 2009
    and $0.3 million relates to facilities, lease, asset impairments, and
    other exit costs.  For the nine months ended June 30, 2008, restructuring
    costs were $0.2 million which were composed of severance and benefits
    costs of approximately $80,000 and facilities lease costs of approximately
    $0.1 million.  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").  Amortization
    of purchased intangible assets is allocated to cost of revenues.  For the
    three months ended June 30, 2009, intangible assets was $0.4 million,
    which primarily include the amortization of the acquired assets from the
    acquisitions completed in the second half of fiscal year 2008.  For the
    three months ended March 31, 2009, amortization of purchased intangible
    assets was $0.9 million, which primarily include the amortization of the
    acquired assets from the acquisitions completed in the second half of
    fiscal year 2008.  For the three months ended June 30, 2008, amortization
    of purchased intangible assets was $0.4 million.  For the nine months
    ended June 30, 2009, amortization of purchased intangible assets was $2.5
    million, which primarily include the amortization of the acquired assets
    from the acquisitions completed in the second half of fiscal year 2008.
    For the nine months ended June 30, 2008, amortization of purchased
    intangible assets was $0.4 million.  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 ended June 30, 2009, there were no
    impairment charges recorded on purchased intangible assets or goodwill.
    For the three 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.

http://www.phoenix.com

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