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safe harbor statement Forward Looking Statements This
presentation contains “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995, including forward-looking
statements about expected future financial and operating performance, net
proceeds received from the sale by NMS Communications Corporation (“NMS”) of
its NMS Communications Platforms business to Dialogic Corporation
(“Dialogic”), operating expenditures in connection with our restructuring
following the sale of the NMS Communications Platforms business to Dialogic,
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
presentation 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, approval of the proposed sale of
the NMS Communications Platforms business to Dialogic by NMS’s stockholders,
receipt of required regulatory approvals, closing of the proposed sale within
the anticipated timeframe, uncertainty in communications spending, the
implementation of NMS’s strategy to focus exclusively on the LiveWire Mobile
business, the implementation of NMS’s strategic repositioning and market
acceptance of its managed services strategy, the receipt of less proceeds
from the proposed sale of the NMS Communications Platforms business than is
currently expected, the incurrence of greater restructuring costs than is
currently expected, quarterly fluctuations in financial results, NMS’s
ability to exploit fully the value of its technology and its strategic
partnerships and alliances, the availability of products from NMS’s contract
manufacturer and product component vendors and other risks. These and other
risks are detailed from time to time in NMS’s filings with the Securities and
Exchange Commission (the “SEC”), including NMS’s annual report on Form 10-K
for the year ended December 31, 2007. 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 presentation is not intended to
incorporate the contents thereof into this presentation or any other public
announcement. Important additional information will be filed with the SEC In
connection with the proposed sale of the NMS Communications Platforms
business by NMS to Dialogic and the required approval of the transaction by
NMS’s stockholders, NMS filed a definitive proxy statement and other relevant
documents concerning the transaction with the SEC on October 17, 2008 and
mailed the definitive proxy statement to its stockholders on or about October
20, 2008. Stockholders are urged to read the definitive proxy statement
carefully when it is available before making any voting or investment
decision with respect to the proposed sale of the NMS Communications
Platforms business, the proposed name change and the other corporate matters
described therein. Stockholders will be able to obtain free copies of the
proxy statement and other documents filed with the SEC by NMS through the web
site maintained by the SEC at www.sec.gov. In addition, stockholders will be
able to obtain free copies of the proxy statement from NMS by contacting
Karen Cameron at 100 Crossing Boulevard, Framingham, MA, 01702 or
508-271-1000. Use of Non-GAAP Financial Measures This presentation contains
non-GAAP financial measures adjusted to exclude certain non-cash and other
specified expenses. The Company believes the use of non-GAAP measures in
addition to GAAP measures is an additional useful method of evaluating it results
of operations. The Company evaluates these non-GAAP financial measures when
evaluating the Company's financial results, as well as f or internal planning
and forecasting purposes. Specifically, the Company has excluded stock-based
compensation expense, restructuring, and amortization of intangible assets
from its non-GAAP financial measures. The non-GAAP financial measures
disclosed 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. A reconciliation between these non-GAAP financial measures on a
GAAP basis and a non-GAAP basis is provided in a table at the end of this
presentation. 2
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