EX-99.2
4
a07-32258_1ex99d2.htm
EX-99.2
Exhibit 99.2
NMS Communications Announces Sale of its AccessGate(TM) Business
Monday December 24,
9:00 am ET
FRAMINGHAM,
Mass.-(BUSINESS WIRE)-NMS Communications Corp. (NASDAQ:
NMSS
-
News
), a
leading provider of applications and platforms for value-added services for
mobile telecommunications networks, today announced the sale of its AccessGate™
business to Verso Technologies, Inc. (NASDAQ:
VRSO
-
News
), a
global technology provider of next generation network solutions. Under the
terms of the agreement, Verso acquired the business and associated assets and
liabilities for total consideration of $3.35 million, including $850,000 of
cash and $2.5 million of Verso common stock. The AccessGate™ business will be
integrated with Verso's NetPerformer optimization product line, and
substantially all the NMS employees of the AccessGate™ business will become
employees of Verso Technologies, Inc.
"This
sale will enable us to focus all our resources on our two strategic business
units: the Communications Platforms business and the recently launched LiveWire
Mobile business. We significantly sharpened our focus on these two business
areas with the re-organization of the company earlier this year into two fully
integrated businesses, and the sale of the AccessGate™
business is another step forward on this
path", said Bob Schechter, NMS Communications' Chairman and CEO. "AccessGate's
solutions have been well received in the marketplace and we believe the
business will be in an even better position to thrive as part of Verso
Technologies".
"We have
made significant progress toward improving our financial performance throughout
the year. LiveWire Mobile is on track to achieve another year of significant
top line growth and major milestones, such as the managed service launch of
Virgin Mobile's ringback tone offering during Q4 2007. The Communications
Platforms business is on track for a year of solid profitability and healthier
second-half top line performance, and has likewise achieved significant design
win milestones, such as the recently announced selection of our 3G Mobile TV
platform by China's Datang Mobile for its 3G Mobile Interactive Entertainment
solution." Schechter concluded.
Updated Q4 2007 Guidance
AccessGate™
will be treated as a discontinued operation and as such will not be included in
revenues and operating income results from continuing operations, both
currently and retrospectively. Previously reported AccessGate™ revenues in Q3
2007 were approximately $2 million, and the AccessGate™ business operated at
approximately break- even on a non-GAAP basis.
Excluding
AccessGate™ revenues and operating income from Q4 2007 results, we currently
anticipate Q4 2007 revenues from continuing operations to be up modestly from
comparable Q3 2007 levels, and we expect to operate at about break-even from
continuing operations on a non-GAAP basis. These expectations are unchanged
from our previously issued guidance after the removal of AccessGate™ from
continuing operations for all reporting periods.
About NMS Communications
NMS
Communications (NASDAQ:
NMSS
-
News
) is a leading provider of applications, platforms and
technologies that make possible the rapid creation and deployment of a broad
range of value-added services, from voice mail to IVR to ringback and mobile
TV. Visit
www.nmss.com
for more information
Statements
in this document expressing the beliefs and expectations of management
regarding future performance are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, including
forward-looking statements about our expected future financial and operating
performance and demand for and performance of our products and growth
opportunities. These statements are based on management's expectations as of
the date of this release and are subject to uncertainty and changes in
circumstances. Actual results may differ materially from these expectations due
to risks and uncertainties
including,
but not limited to, uncertainty in communications spending, the implementation
of the Company's strategic repositioning and market acceptance of the Company's
new solutions strategy, quarterly fluctuations in financial results, the
Company's ability to exploit fully the value of its technology and its
strategic partnerships and alliances, the availability of products from the
Company's contract manufacturer and product component vendors and other risks.
These and other risks are detailed from time to time in the Company's filings
with the Securities and Exchange Commission, including the Company's annual
report on Form 10-K for the year ended December 31, 2006. In
addition, while management may elect to update forward-looking statements at
some point in the future, management specifically disclaims any obligation to
do so, even if its estimates change. Any reference to our website in this press
release is not intended to incorporate the contents thereof into this press
release or any other public announcement.
Use of Non-GAAP Financial Measures
The Company
has provided in this release references to non-GAAP net income and/or non-GAAP
earnings (loss) per share figures, which are non-GAAP financial measures
adjusted to exclude certain non-cash and other specified expenses. The Company
believes that these non-GAAP financial measures are useful to help investors
better understand and assess the Company's past financial performance and
prospects for the future and facilitates comparisons with the performance of
others in our industry. Management uses these non-GAAP financial measures when
evaluating the Company's financial results, as well as for internal planning
and forecasting purposes. Specifically, in addition to the reasons stated
above, the Company excludes stock-based compensation from its non-GAAP
financial measures because the accounting treatment for stock-based
compensation has changed with the adoption of SFAS 123R. Therefore, management
believes that excluding stock-based compensation from its non-GAAP financial
measures is useful in order to offer consistent information that is comparable
to previous information that the Company has publicly disclosed with respect to
prior periods for which stock-based compensation was not expensed in accordance
with the accounting rules applicable to such periods. Additionally, the
Company excludes the effects of amortization of acquired intangible assets from
its non-GAAP financial measures because, in the period prior to the Openera
acquisition, it did not incur amortization expense of this nature, and the
exclusion of this amount helps investors compare operating expenses with prior
periods. The non-GAAP financial measures disclosed by the Company, however,
should not be considered a substitute for, or superior to, financial measures
calculated in accordance with GAAP, and the expected results calculated in
accordance with GAAP and reconciliations to those expected results should be
carefully evaluated. The non-GAAP financial measures used by the Company may be
calculated differently from, and therefore may not be comparable to, similarly
titled measures used by other companies.
NMS
Communications, MyCaller and AccessGate™ are trademarks of NMS Communications
Corporation. All other brand or product names may be trademarks or registered
trademarks of their respective holders.
Contact:
NMS Communications
Herb Shumway, 508-271-1481
CFO
Herb_Shumway@nmss.com

EX - 99 . 2 4 a07 - 32258 _ 1ex99d2 . htm EX - 99 . 2 Exhibit 99 . 2 NMS Communications Announces Sale of its AccessGate ( TM ) Business Monday December 24 , 9 : 00 am ET FRAMINGHAM , Mass . - ( BUSINESS WIRE ) - NMS Communications Corp . ( NASDAQ : NMSS - News ) , a leading provider of applications and platforms for value - added services for mobile telecommunications networks , today announced the sale of its AccessGate ™ business to Verso Technologies , Inc . ( NASDAQ : VRSO - News ) , a global technology provider of next generation network solutions . Under the terms of the agreement , Verso acquired the business and associated assets and liabilities for total consideration of $ 3.35 million , including $ 850,000 of cash and $ 2.5 million of Verso common stock . The AccessGate ™ business will be integrated with Verso 's NetPerformer optimization product line , and substantially all the NMS employees of the AccessGate ™ business will become employees of Verso Technologies , Inc . " This sale will enable us to focus all our resources on our two strategic business units : the Communications Platforms business and the recently launched LiveWire Mobile business . We significantly sharpened our focus on these two business areas with the re - organization of the company earlier this year into two fully integrated businesses , and the sale of the AccessGate ™ business is another step forward on this path " , said Bob Schechter , NMS Communications ' Chairman and CEO . " AccessGate 's solutions have been well received in the marketplace and we believe the business will be in an even better position to thrive as part of Verso Technologies " . " We have made significant progress toward improving our financial performance throughout the year . LiveWire Mobile is on track to achieve another year of significant top line growth and major milestones , such as the managed service launch of Virgin Mobile 's ringback tone offering during Q4 2007 . The Communications Platforms business is on track for a year of solid profitability and healthier second - half top line performance , and has likewise achieved significant design win milestones , such as the recently announced selection of our 3G Mobile TV platform by China 's Datang Mobile for its 3G Mobile Interactive Entertainment solution . " Schechter concluded . Updated Q4 2007 Guidance AccessGate ™ will be treated as a discontinued operation and as such will not be included in revenues and operating income results from continuing operations , both currently and retrospectively . Previously reported AccessGate ™ revenues in Q3 2007 were approximately $ 2 million , and the AccessGate ™ business operated at approximately break - even on a non - GAAP basis . Excluding AccessGate ™ revenues and operating income from Q4 2007 results , we currently anticipate Q4 2007 revenues from continuing operations to be up modestly from comparable Q3 2007 levels , and we expect to operate at about break - even from continuing operations on a non - GAAP basis . These expectations are unchanged from our previously issued guidance after the removal of AccessGate ™ from continuing operations for all reporting periods . About NMS Communications NMS Communications ( NASDAQ : NMSS - News ) is a leading provider of applications , platforms and technologies that make possible the rapid creation and deployment of a broad range of value - added services , from voice mail to IVR to ringback and mobile TV . Visit www.nmss.com for more information Statements in this document expressing the beliefs and expectations of management regarding future performance are " forward - looking statements " within the meaning of the Private Securities Litigation Reform Act of 1995 , including forward - looking statements about our expected future financial and operating performance and demand for and performance of our products and growth opportunities . These statements are based on management 's expectations as of the date of this release and are subject to uncertainty and changes in circumstances . Actual results may differ materially from these expectations due to risks and uncertainties including , but not limited to , uncertainty in communications spending , the implementation of the Company 's strategic repositioning and market acceptance of the Company 's new solutions strategy , quarterly fluctuations in financial results , the Company 's ability to exploit fully the value of its technology and its strategic partnerships and alliances , the availability of products from the Company 's contract manufacturer and product component vendors and other risks . These and other risks are detailed from time to time in the Company 's filings with the Securities and Exchange Commission , including the Company ' s annual report on Form 10 - K for the year ended December 31 , 2006 . In addition , while management may elect to update forward - looking statements at some point in the future , management specifically disclaims any obligation to do so , even if its estimates change . Any reference to our website in this press release is not intended to incorporate the contents thereof into this press release or any other public announcement . Use of Non - GAAP Financial Measures The Company has provided in this release references to non - GAAP net income and / or non - GAAP earnings ( loss ) per share figures , which are non - GAAP financial measures adjusted to exclude certain non - cash and other specified expenses . The Company believes that these non - GAAP financial measures are useful to help investors better understand and assess the Company 's past financial performance and prospects for the future and facilitates comparisons with the performance of others in our industry . Management uses these non - GAAP financial measures when evaluating the Company 's financial results , as well as for internal planning and forecasting purposes . Specifically , in addition to the reasons stated above , the Company excludes stock - based compensation from its non - GAAP financial measures because the accounting treatment for stock - based compensation has changed with the adoption of SFAS 123R . Therefore , management believes that excluding stock - based compensation from its non - GAAP financial measures is useful in order to offer consistent information that is comparable to previous information that the Company has publicly disclosed with respect to prior periods for which stock - based compensation was not expensed in accordance with the accounting rules applicable to such periods . Additionally , the Company excludes the effects of amortization of acquired intangible assets from its non - GAAP financial measures because , in the period prior to the Openera acquisition , it did not incur amortization expense of this nature , and the exclusion of this amount helps investors compare operating expenses with prior periods . The non - GAAP financial measures disclosed by the Company , however , should not be considered a substitute for , or superior to , financial measures calculated in accordance with GAAP , and the expected results calculated in accordance with GAAP and reconciliations to those expected results should be carefully evaluated . The non - GAAP financial measures used by the Company may be calculated differently from , and therefore may not be comparable to , similarly titled measures used by other companies . NMS Communications , MyCaller and AccessGate ™ are trademarks of NMS Communications Corporation . All other brand or product names may be trademarks or registered trademarks of their respective holders . Contact : NMS Communications Herb Shumway , 508 - 271 - 1481 CFO Herb_Shumway@nmss.com