873044--3/15/2010--RADISYS

related topics

{customer, product, revenue}

{condition, economic, financial}

{stock, price, share}

{product, market, service}

{personnel, key, retain}

{operation, international, foreign}

{acquisition, growth, future}

{stock, price, operating}

{financial, litigation, operation}

{control, financial, internal}

{regulation, government, change}

{property, intellectual, protect}

{provision, law, control}

{cost, contract, operation}

{tax, income, asset}

Because of the significant percentage of our sales to certain customers, the loss of, or a substantial decline in sales to, a top customer could have a material adverse effect on our revenues and profitability. Our ability, as well as our contract manufacturers ability, to meet customer demand depends largely on our ability to obtain raw materials and a reduction or disruption in the availability of raw materials could negatively impact our business. Our projections of future revenues and earnings are highly subjective and may not reflect future results which could cause volatility in the price of our common stock. The growth of our business is dependent in part on successfully implementing our international expansion strategy. Our customers and suppliers are exposed to risks associated with the worldwide economic downturn and financial turmoil that could adversely affect their payment of our invoices or the continuation of their businesses at the same level. Our failure to develop and introduce new products on a timely basis could harm our ability to attract and retain customers. Not all new design wins ramp into production, and even if ramped into production, the timing of such production may not occur as we or our customers had estimated or the volumes derived from such projects may not be as significant as we had estimated, which could have a substantial negative impact on our anticipated revenues and profitability. Our business depends on conditions in the communications networks and commercial systems markets. Demand in these markets can be cyclical and volatile, and any inability to sell products to these markets or forecast customer demand due to unfavorable or volatile market conditions could have a material adverse effect on our revenues and gross margin. Because of the limited number of direct and indirect suppliers, or in some cases, one supplier, for some of the components we and our contract manufacturers use, as well as the limited number of contract manufacturers who supply a majority of our products, a loss of a supplier, a decline in the quality of these components, a shortage of any of these components, or a loss or degradation in performance of a contract manufacturer could have a material adverse effect on our business or our profitability. We operate in intensely competitive industries, and our failure to respond quickly to technological developments and incorporate new features into our products could have an adverse effect on our ability to compete. Competition in the market for embedded systems is intense, and if we lose our market share, our revenues and profitability could decline. We have shifted our business from predominately perfect fit (custom) solutions to more standards-based products, such as ATCA, IP Media Servers, and COM Express. This required substantial expenditures for R D and if this strategy is not successful, our long-term revenues, profitability and financial condition could be materially and adversely affected Acquisitions and partnerships may be more costly or less profitable than anticipated and may adversely affect the price of our common stock. We have incurred, and may in the future incur, restructuring and other charges, the amounts of which are difficult to predict accurately. Our international operations expose us to additional political, economic and regulatory risks not faced by businesses that operate only in the United States. Our ability to procure contracts, maintain and increase revenues in foreign markets may be negatively impacted by increasing protectionism of foreign governments. If we are unable to protect our intellectual property, we may lose a valuable competitive advantage or be forced to endure costly litigation. Changes to the inputs used to value our share based awards could adversely affect our operating results. Decreased effectiveness of share-based payment awards could adversely affect our ability to attract and retain employees. We rely on our key management and depend on the recruitment and retention of qualified personnel, and our failure to attract and retain such personnel could seriously harm our business. Our disclosure controls and internal control over financial reporting do not guarantee the absence of error or fraud. Oregon corporate law, our articles of incorporation and our bylaws contain provisions that could prevent or discourage a third party from acquiring us even if the change of control would be beneficial to our shareholders. Sales of a significant number of shares of our common stock in the public markets, or the perception of such sales, could depress the market price of our common stock. The capped call transaction may affect the value of our common stock and any desired dilution mitigation will be limited to the extent that our stock price remains below $23.08 per share. If the economic viability of our investment bank (UBS AG) deteriorates, we may incur permanent impairment charges which could negatively affect our financial condition, cash flow and reported earnings Conversion of our convertible senior notes will dilute the ownership interest of existing shareholders, including holders who have previously converted their convertible senior notes. There are a number of trends and factors affecting our markets, including economic conditions in the United States, Europe and globally, which are beyond our control. These trends and factors may result in increasing upward pressure on the costs of products and an overall reduction in demand.

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873044--3/15/2010--RADISYS_CORP