##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 0-13071
 INTERPHASE CORPORATION
  Texas
(State or other jurisdiction of incorporation or organization)
    
    75-1549797
(I.R.S. Employer Identification No.)
 Parkway Centre I
2901 North Dallas Parkway, Suite 200
Plano, Texas 75093
 (214) 654-5000
 þ o
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller Reporting Company þ
 o þ




---



##### 



INTERPHASE CORPORATION
  
 Index to Form 10-Q
Quarterly Period Ended June 30, 2009
 Part I  Financial InformationItem 1. Condensed Consolidated Financial Statements (unaudited)Condensed Consolidated Balance Sheets as of June 30, 2009
and December 31, 2008
    
    
    2Condensed Consolidated Statements of Operations for the three
months and six months ended June 30, 2009 and 2008
    
    
    3Condensed Consolidated Statements of Cash Flows for the six months
ended June 30, 2009 and 2008
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    15Item 4. Controls and Procedures
    
    
    16Part II  Other InformationItem 1. Legal Proceedings
    
    
    17Item 1A. Risk Factors
    
    
    17Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    17Item 3. Defaults Upon Senior Securities
    
    
    17Item 4. Submission of Matters to a Vote of Security Holders
    
    
    17Item 5. Other Information
    
    
    17Item 6. Exhibits
    
    
    17Exhibit 31(a)Exhibit 31(b)Exhibit 32(a)Exhibit 32(b)
   1




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##### Table of Contents



PART I
FINANCIAL INFORMATION
 
 Item 1.

    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 INTERPHASE CORPORATION
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,2009
    
    
    2008ASSETSCash and cash equivalents
    
    $
    11,142
    
    
    $
    7,383Marketable securities
    
    
    9,422
    
    
    
    11,563Trade accounts receivable, less allowances
of $173 and $159, respectively
    
    
    6,548
    
    
    
    4,758Inventories
    
    
    2,673
    
    
    
    2,329Prepaid expenses and other current assets
    
    
    1,290
    
    
    
    2,729Total current assets
    
    
    31,075
    
    
    
    28,762Machinery and equipment
    
    
    6,978
    
    
    
    6,929Leasehold improvements
    
    
    428
    
    
    
    422Furniture and fixtures
    
    
    580
    
    
    
    5807,986
    
    
    
    7,931Less-accumulated depreciation and amortization
    
    
    (7,190
    )
    
    
    (7,056
    )Total property and equipment, net
    
    
    796
    
    
    
    875Capitalized software, net
    
    
    1,291
    
    
    
    1,408Other assets
    
    
    193
    
    
    
    203Total assets
    
    $
    33,355
    
    
    $
    31,248LIABILITIES AND SHAREHOLDERS EQUITYLiabilitiesAccounts payable
    
    $
    938
    
    
    $
    1,328Deferred revenue
    
    
    201
    
    
    
    28Accrued liabilities
    
    
    1,382
    
    
    
    942Accrued compensation
    
    
    1,790
    
    
    
    1,163Total current liabilities
    
    
    4,311
    
    
    
    3,461Deferred lease obligations
    
    
    149
    
    
    
    1Long-term debt
    
    
    3,500
    
    
    
    3,500Total liabilities
    
    
    7,960
    
    
    
    6,962Commitments and ContingenciesShareholders EquityCommon stock, $0.10 par value; 100,000,000 shares
authorized; 6,905,494 and 6,573,294 shares issued
and outstanding, respectively
    
    
    690
    
    
    
    657Additional paid in capital
    
    
    42,845
    
    
    
    42,652Retained deficit
    
    
    (17,449
    )
    
    
    (18,230
    )Cumulative other comprehensive loss
    
    
    (691
    )
    
    
    (793
    )Total shareholders equity
    
    
    25,395
    
    
    
    24,286Total liabilities and shareholders equity
    
    $
    33,355
    
    
    $
    31,248
 The accompanying notes are an integral part of these condensed consolidated financial statements.
  2




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INTERPHASE CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    8,120
    
    
    $
    6,650
    
    
    $
    16,541
    
    
    $
    14,121Cost of sales
    
    
    3,664
    
    
    
    3,547
    
    
    
    7,068
    
    
    
    6,681Gross margin
    
    
    4,456
    
    
    
    3,103
    
    
    
    9,473
    
    
    
    7,440Research and development
    
    
    1,930
    
    
    
    2,514
    
    
    
    3,955
    
    
    
    5,384Sales and marketing
    
    
    1,625
    
    
    
    1,246
    
    
    
    3,099
    
    
    
    2,745General and administrative
    
    
    1,097
    
    
    
    1,078
    
    
    
    2,285
    
    
    
    1,986Restructuring charge
    
    
    
    
    
    
    38
    
    
    
    
    
    
    
    403Total operating expenses
    
    
    4,652
    
    
    
    4,876
    
    
    
    9,339
    
    
    
    10,518(Loss) income from operations
    
    
    (196
    )
    
    
    (1,773
    )
    
    
    134
    
    
    
    (3,078
    )Interest income, net
    
    
    78
    
    
    
    123
    
    
    
    178
    
    
    
    286Other (loss) income, net
    
    
    (3
    )
    
    
    22
    
    
    
    (6
    )
    
    
    325(Loss) income before income tax
    
    
    (121
    )
    
    
    (1,628
    )
    
    
    306
    
    
    
    (2,467
    )Income tax benefit
    
    
    (195
    )
    
    
    (467
    )
    
    
    (475
    )
    
    
    (778
    )Net income (loss)
    
    $
    74
    
    
    $
    (1,161
    )
    
    $
    781
    
    
    $
    (1,689
    )Net income (loss) per share:Basic EPS
    
    $
    0.01
    
    
    $
    (0.18
    )
    
    $
    0.11
    
    
    $
    (0.26
    )Diluted EPS
    
    $
    0.01
    
    
    $
    (0.18
    )
    
    $
    0.11
    
    
    $
    (0.26
    )Weighted average common shares
    
    
    6,906
    
    
    
    6,538
    
    
    
    6,834
    
    
    
    6,543Weighted average common and dilutive shares
    
    
    6,926
    
    
    
    6,538
    
    
    
    6,834
    
    
    
    6,543
 The accompanying notes are an integral part of these condensed consolidated financial statements.
  3




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INTERPHASE CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six Months EndedJune 30,2009
    
    
    2008Cash flows from operating activities:Net income (loss)
    
    $
    781
    
    
    $
    (1,689
    )Adjustments to reconcile net loss to net cash used in
operating activities:Provision for uncollectible accounts and returns
    
    
    14
    
    
    
    (39
    )Provision for excess and obsolete inventories
    
    
    100
    
    
    
    Depreciation and amortization
    
    
    426
    
    
    
    445Amortization of restricted stock
    
    
    226
    
    
    
    158Write-off of impaired capitalized software
    
    
    
    
    
    
    185Change in assets and liabilities:Trade accounts receivable
    
    
    (1,804
    )
    
    
    1,567Inventories
    
    
    (444
    )
    
    
    370Prepaid expenses and other current assets
    
    
    1,412
    
    
    
    536Other assets
    
    
    11
    
    
    
    (747
    )Accounts payable, deferred revenue and accrued liabilities
    
    
    211
    
    
    
    (1,280
    )Accrued compensation
    
    
    614
    
    
    
    (263
    )Deferred lease obligations
    
    
    148
    
    
    
    (26
    )Net cash provided by (used in) operating activities
    
    
    1,695
    
    
    
    (783
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    (85
    )
    
    
    (109
    )Purchase of capitalized software
    
    
    (117
    )
    
    
    (144
    )Proceeds from the sale of marketable securities
    
    
    5,166
    
    
    
    4,764Purchase of marketable securities
    
    
    (2,932
    )
    
    
    (4,771
    )Net cash provided by (used in) investing activities
    
    
    2,032
    
    
    
    (260
    )Cash flows from financing activities:Borrowings under credit facility
    
    
    7,000
    
    
    
    Payments on debt
    
    
    (7,000
    )
    
    
    Proceeds from the exercise of stock options
    
    
    
    
    
    
    2Net cash provided by financing activities
    
    
    
    
    
    
    2Effect of exchange rate changes on cash and cash equivalents
    
    
    32
    
    
    
    (90
    )Net increase (decrease) in cash and cash equivalents
    
    
    3,759
    
    
    
    (1,131
    )Cash and cash equivalents at beginning of period
    
    
    7,383
    
    
    
    6,384Cash and cash equivalents at end of period
    
    $
    11,142
    
    
    $
    5,253
 The accompanying notes are an integral part of these condensed consolidated financial statements.
  4




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INTERPHASE CORPORATION
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
 NOTE 1.  BASIS OF PRESENTATION
 ®
   NOTE 2.  STOCK-BASED COMPENSATION
   Number of
    
    
    Weighted AverageOptions
    
    
    Option PriceBalance, December 31, 2008
    
    
    1,634,271
    
    
    $
    9.65Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Cancelled
    
    
    (130,000
    )
    
    
    7.50Balance, June 30, 2009
    
    
    1,504,271
    
    
    $
    9.84
  5




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INTERPHASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Restricted
    
    
    Weighted AverageStock Shares
    
    
    Grant Date ValueNonvested restricted stock at December 31, 2008
    
    
    232,249
    
    
    $
    7.24Granted
    
    
    385,500
    
    
    
    1.82Vested
    
    
    (67,649
    )
    
    
    6.39Cancelled/Forefeited
    
    
    (53,300
    )
    
    
    8.99Nonvested restricted stock at June 30, 2009
    
    
    496,800
    
    
    $
    2.96
 NOTE 3.  MARKETABLE SECURITIES
  1.
    
    Level 1  Valuations based on quoted prices in active markets for identical
assets and liabilities that the reporting entity has the ability to obtain at the
measurement date. This level provides the most reliable evidence of fair value.
 2.
    
    Level 2  Valuation based on one or more quoted prices in markets that are not
active; quoted prices for similar assets or liabilities in active markets; inputs that
are observable other than quoted prices for the asset or the liability; or inputs that
are derived principally from or corroborated by observable market data by correlation
or other means.
 3.
    
    Level 3  Valuations based on inputs that are unobservable and significant to
the overall fair value measurement.
  6




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INTERPHASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Quoted Prices in
    
    
    SignificantActive Markets
    
    
    Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    InputsLevel 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAvailable-for-sale Securities
    
    $
    
    
    
    $
    9,422
    
    
    $
    
    
    
    $
    9,422Total
    
    $
    
    
    
    $
    9,422
    
    
    $
    
    
    
    $
    9,422
  Quoted Prices in
    
    
    SignificantActive Markets
    
    
    Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    InputsLevel 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAvailable-for-sale Securities
    
    $
    
    
    
    $
    11,563
    
    
    $
    
    
    
    $
    11,563Total
    
    $
    
    
    
    $
    11,563
    
    
    $
    
    
    
    $
    11,563
 NOTE 4.  INVENTORIES
  June 30, 2009
    
    
    December 31, 2008Raw materials
    
    $
    1,771
    
    
    $
    1,885Work-in-process
    
    
    539
    
    
    
    378Finished goods
    
    
    363
    
    
    
    66Total
    
    $
    2,673
    
    
    $
    2,329
  NOTE 5.  DERIVATIVE FINANCIAL INSTRUMENTS
    7




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INTERPHASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 6.  INCOME TAXES
   NOTE 7.  RESTRUCTURING CHARGE
  NOTE 8.  CREDIT FACILITY
  NOTE 9.  COMPREHENSIVE INCOME (LOSS)
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income (loss)
    
    $
    74
    
    
    $
    (1,161
    )
    
    $
    781
    
    
    $
    (1,689
    )Other comprehensive income (loss):Unrealized holding gain (loss) arising
during period, net of tax
    
    
    48
    
    
    
    (81
    )
    
    
    94
    
    
    
    7Foreign currency translation adjustment
    
    
    123
    
    
    
    (4
    )
    
    
    8
    
    
    
    15Comprehensive income (loss)
    
    $
    245
    
    
    $
    (1,246
    )
    
    $
    883
    
    
    $
    (1,667
    )
 NOTE 10.  EARNINGS PER SHARE
   8




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INTERPHASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Basic net income (loss) per share:Net income (loss)
    
    $
    74
    
    
    $
    (1,161
    )
    
    $
    781
    
    
    $
    (1,689
    )Weighted average common shares outstanding
    
    
    6,906
    
    
    
    6,538
    
    
    
    6,834
    
    
    
    6,542Basic net income (loss) per share
    
    $
    0.01
    
    
    $
    (0.18
    )
    
    $
    0.11
    
    
    $
    (0.26
    )Diluted net income (loss) per share:Net income (loss)
    
    $
    74
    
    
    $
    (1,161
    )
    
    $
    781
    
    
    $
    (1,689
    )Weighted average common shares outstanding
    
    
    6,906
    
    
    
    6,538
    
    
    
    6,834
    
    
    
    6,543Dilutive stock options
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    Weighted average common shares outstanding  assuming dilution
    
    
    6,926
    
    
    
    6,538
    
    
    
    6,834
    
    
    
    6,543Diluted net income (loss) per share
    
    $
    0.01
    
    
    $
    (0.18
    )
    
    $
    0.11
    
    
    $
    (0.26
    )Outstanding stock options that were not
included in the diluted calculation because
their effect would be anti-dilutive
    
    
    1,242
    
    
    
    1,677
    
    
    
    1,545
    
    
    
    1,384
 NOTE 11.  SEGMENT INFORMATION
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues:Europe
    
    $
    2,878
    
    
    $
    1,691
    
    
    $
    5,012
    
    
    $
    3,590North America
    
    
    2,626
    
    
    
    1,543
    
    
    
    4,683
    
    
    
    4,050Pacific Rim
    
    
    2,616
    
    
    
    3,416
    
    
    
    6,846
    
    
    
    6,481Total
    
    $
    8,120
    
    
    $
    6,650
    
    
    $
    16,541
    
    
    $
    14,121
  9




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INTERPHASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Product Revenues:Broadband telecom
    
    $
    7,229
    
    
    $
    6,196
    
    
    $
    15,219
    
    
    $
    11,975Enterprise
    
    
    345
    
    
    
    196
    
    
    
    434
    
    
    
    629Professional services
    
    
    257
    
    
    
    21
    
    
    
    506
    
    
    
    138Other
    
    
    289
    
    
    
    237
    
    
    
    382
    
    
    
    1,379Total
    
    $
    8,120
    
    
    $
    6,650
    
    
    $
    16,541
    
    
    $
    14,121
 NOTE 12.  RECENTLY ISSUED ACCOUNTING PROUNOUCEMENTS
    10




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 FORWARD-LOOKING STATEMENTS
  RESULTS OF OPERATIONS
 Revenue
    Gross Margin
    11




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Research and Development
   Sales and Marketing
   12




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General and Administrative
   Restructuring Charge
  Interest Income, Net
  Other (Loss) Income, Net
   13




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Income Taxes
   Net Income (Loss)
  LIQUIDITY AND CAPITAL RESOURCES
 Consolidated Cash Flows
  Operating Activities
   Investing Activities
   14




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Financing Activities
  Commitments
 Commitments
  Off-Balance Sheet Arrangements
  Other
    
 Item 3.

    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Foreign Currency Risk
   15




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Market Price Risk
  Interest Rate Risk
    
 Item 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls
   16




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PART II
OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  
 Item 1A. RISK FACTORS
  
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 Item 3. DEFAULTS UPON SENIOR SECURITIES
  
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  Nominee
    
    Votes cast for
    
    Votes withheldPaul N. Hug
    

    5,139,709
    
    886,612Gregory B. Kalush
    
    5,721,417
    
    304,904Michael J. Myers
    
    5,721,917
    
    304,404Kenneth V. Spenser
    
    5,721,917
    
    304,404Christopher B. Strunk
    
    5,721,417
    
    304,904S. Thomas Thawley
    
    5,390,035
    
    636,286
 
 Item 5. OTHER INFORMATION
  
 Item 6. EXHIBITS
 Exhibits3
    (a)
    
    Certificate of Incorporation of the registrant. (1)3
    (b)
    
    Amendment to Articles of Incorporation of the registrant. (2)3
    (c)
    
    Amended and Restated Bylaws of the registrant adopted on July 27, 2007. (3)4
    (a)
    
    Rights Agreement dated as of December 7, 2000 by and between the Company and
Computershare Investor Services, LLC as Rights Agent. (4)10
    (a)
    
    Lease on Facility at Parkway Center, Phase I, Plano, Texas. (5)10
    (b)
    
    Second Amendment to lease on Facility at Parkway Center, Phase 1, Plano, Texas (6)10
    (c)
    
    Lease on Facility at 2105 Luna Road, Carrollton, Texas. (7)10
    (d)
    
    Note and Credit Agreement between Interphase Corporation and Texas Capital Bank. (8)10
    (e)
    
    First Amendment to Loan Agreement between Interphase Corporation and Texas Capital Bank. (9)10
    (f)
    
    Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with
Gregory B. Kalush, dated December 30, 2008. *(10)
  17




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Exhibits10
    (g)
    
    Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with
Thomas N. Tipton, Jr. dated December 30, 2008. *(10)10
    (h)
    
    Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with
Randall E. McComas, dated December 30, 2008. *(10)10
    (i)
    
    Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with
Deborah A. Shute, dated December 30, 2008. *(10)10
    (j)
    
    Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with
James W. Gragg, dated December 30, 2008. *(10)10
    (k)
    
    Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with
Marc E. DeVinney, dated December 30, 2008. *(10)10
    (l)
    
    Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with
Yoram Solomon, dated December 30, 2008. *(10)10
    (m)
    
    Employment, Confidentiality, and Non-Competition Agreement with Marc E. DeVinney, dated
August 31, 2007* (11)10
    (n)
    
    Employment, Confidentiality, and Non-Competition Agreement with Yoram Solomon, dated
November 17, 2008* (12)10
    (o)
    
    Interphase Corporation 2004 Long-Term Stock Incentive Plan *(13)31
    (a)
    
    Rule 13a-14(a)/15d-14(a) Certification. (14)31
    (b)
    
    Rule 13a-14(a)/15d-14(a) Certification. (14)32
    (a)
    
    Section 1350 Certification. (14)32
    (b)
    
    Section 1350 Certification. (14)
 
 (1)
    
    Filed as an exhibit to Registration Statement No. 2-86523 on Form S-1 and incorporated herein
by reference.(2)
    
    Filed as an exhibit to Report on Form 10-K for the year ended December 31, 1999, and
incorporated herein by reference.(3)
    
    Filed as an exhibit to Report on Form 8-K on July 31, 2007, and incorporated herein by
reference.(4)
    
    Filed as an exhibit to Form 8-K on January 9, 2001, and incorporated herein by reference.(5)
    
    Filed as an exhibit to Report on Form 10-Q for the quarter ended September 30, 2002, and
incorporated herein by reference.(6)
    
    Filed as an exhibit to Report on Form 10-K for the year ended December 31, 2008, and
incorporated herein by reference.(7)
    
    Filed as an exhibit to Form 8-K on December 10, 2008, and incorporated herein by reference.(8)
    
    Filed as an exhibit to Form 8-K on December 24, 2008, and incorporated herein by reference.(9)
    
    Filed as an exhibit on Form 10-Q for the quarter ended March 31, 2009, and incorporated
herein by reference(10)
    
    Filed as an exhibit to Form 8-K on December 31, 2008, and incorporated herein by reference.(11)
    
    Filed as an exhibit to Report on Form 8-K on August 31, 2007, and incorporated herein by
reference.(12)
    
    Filed as an exhibit to Form 8-K on November 17, 2008, and incorporated herein by reference.(13)
    
    Filed as an exhibit to Schedule 14a on March 31, 2004 and incorporated herein by reference.(14)
    
    Filed herewith.*
    
    Management contract or compensatory plan or arrangement 
 SIGNATURE
  INTERPHASE CORPORATION
(Registrant)Date: August 10, 2009
    By:
    /s/ Thomas N. Tipton Jr.Thomas N. Tipton Jr.Chief Financial Officer,
Vice President of Finance and Treasurer
(Principal Financial and Accounting Officer)  18