These adjustments reconcile the Company's GAAP results of operations to the reported non-GAAP results of operations. The Company believes that presentation of net income and net income per share excluding equity-based compensation, amortization of intangible assets, acquired in-process research and development, integration and acquisition expenses in connection with the acquisition of Chipidea provides meaningful supplemental information to investors, as well as management that is indicative of the Company's ongoing operating results and facilitates comparison of operating results across reporting periods. The Company uses these non-GAAP measures when evaluating its financial results as well as for internal planning and budgeting purposes. 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.
(a) This adjustment reflects the equity-based compensation expense related to the Company's adoption of SFAS No. 123 revised (SFAS 123R) beginning July 1, 2005. For the third fiscal quarter ending March 31, 2008, $1.8 million of equity-based compensation was allocated as follows: $604,000 to research and development, $577,000 to sales and marketing and $618,000 to general and administrative. For the second fiscal quarter ending December 31, 2007, $2.1 million of equity-based compensation expense was allocated as follows: $825,000 to research and development, $636,000 to sales and marketing and $621,000 to general and administrative. For the third quarter of fiscal 2007 ending March 31, 2007, $2.3 million equity-based compensation expense was allocated as follows: $871,000 to research and development, $720,000 to sales and marketing and $660,000 to general and administrative. Management believes that it is useful to investors to understand how the expenses associated with the adoption of SFAS 123R are reflected in net income. (b) This adjustment reflects the expense related to the amortization of intangibles acquired in connection with the acquisition of Chipidea. For the third fiscal quarter ending March 31, 2008, $2.4 million of amortization expense related to these intangible assets was allocated as follows: $2.3 million to cost of sales, $8,000 to research and development and $126,000 to sales and marketing. For the second fiscal quarter ending December 31, 2007, $2.2 million of amortization expense related to these intangible assets was allocated as follows: $2.2 million to cost of sales, $9,000 to research and development and $29,000 to sales and marketing. Management believes that excluding this charge facilitates comparisons to MIPS' ongoing operating results because the expense for the amortization of intangibles is not indicative of operational performance and the amount of such charges varies significantly based on the size and timing of our acquisitions and the maturity of the business being acquired. (c) This adjustment reflects the amortization expense related to the amount held in escrow and payable to the founders of Chipidea in connection with the acquisition of Chipidea. This amount is being recorded in the statement of operations instead of part of the purchase price of Chipidea since the amount is contingent upon continued employment of the founders. This adjustment also reflects legal fees incurred in association with certain financing activities and the amortization of loan origination fees. For the third fiscal quarter ending March 31, 2008, $1.7 million was expensed related to the escrow amount payable to the founders of Chipidea, and $686,000 was expensed related to the amortization of loan origination fees. For the second fiscal quarter ending December 31, 2007, $1.7 million was expensed related to the escrow amount payable to the founders of Chipidea, and $464,000 was expensed related to the amortization of loan origination fees. Management believes that excluding the unique charges related to the payment to the founders of Chipidea and the fees associated with financing activities necessitated by the acquisition facilitates comparisons to MIPS' ongoing operating results during periods when there was no amortization of expenses related to the acquisition of Chipidea or financing activities and also facilitates investors' understanding of ongoing operating performance. (d) This adjustment reflects integration expense related to the acquisition of Chipidea recorded in accounting and legal expense. Management believes that the integration charges associated with the acquisition are elements of the acquisition process and that excluding this charge facilitates comparisons to MIPS' ongoing operating results during periods when there were no acquisitions and also facilitates investors' understanding of ongoing operating performance. (e) This adjustment reflects acquired in-process research and development expense related to the acquisition of Chipidea. Management believes that excluding this acquisition related charge facilitates comparisons to MIPS' ongoing operating results during periods when there were no acquisitions involving in-process research and development and also facilitates investors' understanding of ongoing operating performance. (f) This adjustment reflects restructuring expense related to reduction in workforce and facilities exit costs. Management believes that excluding this charge facilitates comparisons to MIPS' ongoing operating results during periods when there were no restructuring charges and also facilitates investors' understanding of ongoing operating performance. (g) This adjustment reflects the non-GAAP tax adjustment due to the adjustments described above. MIPS TECHNOLOGIES, INC. RECONCILIATION OF GAAP TO NON-GAAP NET INCOME and NET INCOME PER SHARE (In thousands, except per share data) (unaudited) Nine Months Nine Months Ended Ended March 31, March 31, 2008 2007 GAAP net income (loss) $(23,373) $6,148 Net income (loss) per basic share $(0.53) $0.14 Net income (loss) per diluted share $(0.53) $0.13 (h) Equity-based compensation expense under SFAS 123R $6,272 $6,082 (i) Amortization of intangibles 5,640 - (j) Acquisition related cost 5,837 - (k) Integration cost 2,239 - (l) Acquired in-process research and development 6,350 - (m) Restructuring 1,279 (n) Tax adjustment (1,390) - Non-GAAP net income $2,854 $12,230 Non-GAAP net income per basic share $0.07 $0.28 Non-GAAP net income per diluted share $0.06 $0.27 Common shares outstanding - basic 43,887 43,510 Common shares outstanding - diluted 45,680 45,729