UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Wireless Ronin Technologies, Inc.

(Exact name of registrant as specified in its charter)

Minnesota (State or other jurisdiction of incorporation)		1-33169 (Commission File Number)		41-1967918 (IRS Employer Identification No.)

5929 Baker Road, Suite 475
Minnetonka, Minnesota 55345
(Address of principal executive offices, including zip code)

(952) 564-3500
(Registrant’s telephone number, including area code)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On November 6, 2008, we publicly announced results of operations for the third quarter of 2008. For further information, please refer to the press release attached hereto as Exhibit 99, which is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

     (d) See “Exhibit Index”.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit
Number		Description
99		Press release reporting results of operations for the third quarter of 2008, dated November 6, 2008.

EXHIBIT 99

Wireless Ronin Reports 2008 Third Quarter Results

Key recent highlights include:

	•		Achieves third quarter 2008 revenue of $1.9 million, up more than 73 percent from $1.1 million in 2007
	•		Implements workforce reduction of 35 people and reduces other expenses to match operating expenses with sales and committed projects, to result in a $1.0 million, or approximately 21 percent, per quarter decrease in total operating expenses
	•		Continues expansion of key customer relationships

MINNEAPOLIS — November 6, 2008 — Wireless Ronin Technologies, Inc. (NASDAQ: RNIN) today announced its financial results for the 2008 third quarter. The company reported revenue of $1.9 million for the third quarter of 2008, a more than 73 percent increase from $1.1 million in the third quarter of 2007. The company also reported a third quarter 2008 net loss of $4.6 million compared to a net loss of $2.4 million in the year-ago quarterly period, and a basic and diluted loss per share of $0.31 compared to a basic and diluted loss per share of $0.17 last year. The year-over-year increase in the net loss for the 2008 third quarter was primarily the result of operating expense growth that outpaced revenue growth. Third-quarter 2008 results also included costs of approximately $201,000, or $0.01 per basic and diluted share, of non-cash stock option expense related to FAS123R, compared to $149,000 or $0.01 per basic and diluted share in 2007.

“Our recent leadership transition has been orderly and we continue to effectively service our current customer base and actively conduct contract negotiations with the prospects we have discussed in prior communications. We have cultivated those client relationships at multiple levels within our organization, and continue to demonstrate the strength of the company’s unique and highly differentiated product offering and technology platform,” said Steve Birke, interim CEO.

Birke continued, “I’m also encouraged by our ongoing relationship with KFC. In June 2008, we successfully completed all of the tasks in the Request for Proposal process that KFC required in order to select a digital menu board solution for its locations. Since that process ended, we have continued to work with this client to complete market tests, and in September we installed the seventy-fifth system for KFC. We have, and will continue, to conduct contract negotiations with KFC regarding implementation of the digital menu board solution. When we have significant additional information, we will provide an update. In the interim, we are excited that KFC’s parent company, Yum! Brands, announced in early October that calorie information will be phased onto menu boards starting this year and completed by January 1, 2011. We believe that successful implementation of calorie information will rely on a digital menu board solution.”

Year-to-Date Results

For the first nine months of 2008, the company reported revenue of $5.5 million, a 25 percent increase from $4.4 million in the first three quarters of 2007. The company also reported a year-to-date net loss of $13.8 million compared to a net loss of $6.4 million in the year ago period, and a basic and diluted loss per share of $0.94 compared to a basic and diluted loss per share of $0.55 last year. The increase in net loss during 2008 was primarily attributable to higher operating expenses to support growth opportunities and investments in the company’s Network Operations Center, or NOC, for customer testing and program pilots. The 2008 results also included costs of approximately $902,000, or $0.06 per basic and diluted share, of non-cash stock option expense related to FAS123R, compared to $881,000, or $0.08 per basic and diluted share, in 2007.

Birke continued, “We had expected to finalize several key contracts earlier in the year, but the current economic environment has created some headwinds for us. However, we remain confident in our ability to take advantage of the inevitable shift from manual signage to a digital format. Wireless Ronin is a recognized leader in this industry and we continue to demonstrate significant value to our current and prospective clients. In the short-term we have evaluated our business infrastructure and have taken steps to right-size our organization by aligning our internal resources with our sales and projects. This was the reason for the recent decision to reduce our workforce. This action has decreased our expense rate, and in the long-term, it makes Wireless Ronin a more efficient organization.”

“Through the combination of our world-class solution offering, strong client relationships and our new, rigorous focus on expense management, we believe we are well-positioned to be successful as we continue to see the shift to digital signage solutions,” continued Birke. “We are excited by the opportunities that continue to unfold in this industry, such as the government regulations requiring the display of product nutritional values at quick-serve restaurants. We see significant enthusiasm for our core product, among current and prospective customers, to address these types of issues. We believe that the digital signage industry is in its infancy with tremendous growth potential across multiple vertical markets, and we remain focused on those that offer the greatest near-term growth potential.”

Operations Analysis

For the third quarter of 2008, gross margin averaged 5.2 percent, compared to a gross margin of 36.8 percent in the third quarter of 2007. The 2008 gross margin was impacted by investments in the company’s NOC and costs to support customer pilots and program tests. Excluding these investments, gross margin would have averaged 20.7 percent through the first three quarters of 2008.

Third quarter 2008 operating expenses totaled $4.9 million, compared to $3.2 million in the prior year.

General and administrative expense for the 2008 third quarter was $3.1 million compared to $2.2 million during the same period last year, primarily reflecting higher staffing levels and additional expenses from the acquisition of the company’s Canadian subsidiary. That acquisition was completed in August 2007, and only had partial impact on third quarter 2007 results. Increased expenses also resulted from higher professional services fees and FAS 123R-related expenses.

Sales and marketing expense totaled $0.9 million in the third quarter of 2008, compared to $0.7 million in the third quarter of 2007. The year-over-year increase in sales and marketing expense resulted from expenses related to tradeshows, marketing and other new business generation activities.

Earlier this week, Wireless Ronin implemented a workforce reduction to better match its infrastructure and expenses with sales levels and current client projects. As a result, the company has reduced its employee and contractor count by 35, or approximately 22 percent, with reductions spread across several areas. The company expects to take a pre-tax fourth quarter severance charge of approximately $100,000, or $0.01 per basic and diluted share, related to the workforce reduction. As a result of the workforce reduction and lower non-employee related expenses, Wireless Ronin expects these actions to decrease ongoing quarterly operating expenses by approximately $1.0 million, or $0.07 per basic and diluted share, commencing in 2009.

Cash and marketable securities at September 30, 2008 totaled approximately $18.0 million, compared to $29.6 million at December 31, 2007. Both totals include $450,000 of restricted cash. The decline in cash and marketable securities reflects the funding of the company’s net loss. Due to the company’s loss carryforward position, it does not currently pay income taxes.

“As we look to the fourth quarter, it is difficult to forecast what impact the current economic slowdown will have on customer demand and project implementations. We are confident that our product solution, commitment to deploying best-in-class technology and market momentum will allow us to grow revenue. At a time when business levels are difficult to predict, we believe that as a result of our continued focus on client acquisition, revenue generation and expense management, we will ultimately be successful. However, in the near-term we expect that quarterly revenue will be consistent with our performance in the third quarter,” concluded Birke.

A conference call to review the third-quarter results and to provide further detail regarding the recent workforce reduction is scheduled for today at 3:30 p.m. (CST). A live webcast of Wireless Ronin’s earnings conference call can be accessed on the Investor section of its corporate website at www.wirelessronin.com. Alternatively, a live broadcast of the call may be heard by dialing (888) 633-9563 inside the United States or Canada, or by calling (706) 679-6372 from international locations. An operator will direct you to the Wireless Ronin conference call. A webcast replay of the call will be archived on Wireless Ronin’s corporate Web site. An archive of the call is also accessible via telephone by dialing (800) 642-1687 domestically and (706) 645-9291 internationally with pass code 69318923. The conference call archive will be available through December 6, 2008.

About Wireless Ronin Technologies, Inc.

Wireless Ronin Technologies (www.wirelessronin.com) is the developer of RoninCast®, a complete software solution designed to address the evolving digital signage marketplace. RoninCast® software provides clients with the ability to manage a digital signage network from one central location and is the only complete, turnkey solution in the digital signage marketplace. The software suite allows for customized distribution with network management, playlist creation and scheduling, and database integration. Wireless Ronin offers an array of services to support RoninCast® software including consulting, creative development, project management, installation, and training. The company’s common stock trades on the NASDAQ Global Market under the symbol “RNIN”.

This release contains certain forward-looking statements of expected future developments, as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect management’s expectations and are based on currently available data; however, actual results are subject to future risks and uncertainties, which could materially affect actual performance. Risks and uncertainties that could affect such performance include, but are not limited to, the following: estimates of future expenses, revenue and profitability; the pace at which the company completes installations and recognizes revenue; trends affecting financial condition and results of operations; ability to convert proposals into customer orders; the ability of customers to pay for products and services; the revenue recognition impact of changing customer requirements; customer cancellations; the availability and terms of additional capital; ability to develop new products; dependence on key suppliers, manufacturers and strategic partners; industry trends and the competitive environment; and the impact of losing one or more senior executives or failing to attract additional key personnel. These and other risk factors are discussed in detail in the company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, on May 9, 2008.

Contact:

Brian Anderson , Vice President, Interim-CFO and Controller
banderson@wirelessronin.com
(952) 564 - 3500

Al Galgano - Investor Relations
agalgano@psbpr.com
(612) 455 - 1720

WIRELESS RONIN TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS

		September 30,				December 31,
		2008				2007
		(unaudited)				(audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	10,576,983			$	14,542,280
Marketable securities — available for sale			6,928,129				14,657,635
Accounts receivable, net of allowance of $78,127 and $84,685			1,891,472				4,135,402
Income tax receivable			109,805				231,328
Inventories			925,209				539,140
Network equipment held for sale			1,937,162				—
Prepaid expenses and other current assets			325,776				817,511
Total current assets			22,694,536				34,923,296
Property and equipment, net			2,168,931				1,780,390
Intangible assets, net of accumulated amortization			2,593,124				3,174,804
Restricted cash			450,000				450,000
Other assets			37,768				40,217
TOTAL ASSETS		$	27,944,359			$	40,368,707
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Current maturities of capital lease obligations		$	73,643			$	100,023
Accounts payable			1,856,041				1,387,327
Deferred revenue			443,835				1,252,485
Accrued purchase price consideration			999,974				999,974
Accrued liabilities			1,457,849				869,759
Total current liabilities			4,831,342				4,609,568
Capital lease obligations, less current maturities			15,413				70,960
Total liabilities			4,846,755				4,680,528
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Capital stock, $0.01 par value, 66,666,666 shares authorized
Preferred stock, 16,666,666 shares authorized, no shares issued and outstanding			—				—
Common stock, 50,000,000 shares authorized; 14,764,454 and 14,537,705 shares issued and outstanding at September 30, 2008 and December 31, 2007, respectively			147,645				145,377
Additional paid-in capital			80,194,295				78,742,311
Accumulated deficit			(57,312,066	)			(43,520,098	)
Accumulated other comprehensive income			67,730				320,589
Total shareholders’ equity			23,097,604				35,688,179
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	27,944,359			$	40,368,707

WIRELESS RONIN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2008				2007				2008				2007
		(unaudited)				(audited)				(unaudited)				(audited)
Sales
Hardware		$	738,166			$	429,578			$	1,997,546			$	2,949,816
Software			432,430				119,179				734,658				472,018
Services and other			778,936				575,176				2,747,065				953,398
Total sales			1,949,532				1,123,933				5,479,269				4,375,232
Cost of sales
Hardware			665,723				263,961				1,751,653				1,999,669
Software			217,829				1,007				217,829				1,007
Services and other			963,705				444,797				2,946,912				685,376
Total cost of sales			1,847,257				709,765				4,916,394				2,686,052
Gross profit			102,275				414,168				562,875				1,689,180
Operating expenses:
Sales and marketing expenses			927,085				715,016				3,256,883				1,993,191
Research and development expenses			792,832				319,945				1,836,741				827,234
General and administrative expenses			3,134,171				2,210,632				9,801,140				5,486,439
Termination of partnership agreement			—				—				—				653,995
Total operating expenses			4,854,088				3,245,593				14,894,764				8,960,859
Operating loss			(4,751,813	)			(2,831,425	)			(14,331,889	)			(7,271,679	)
Other income (expenses):
Interest expense			(5,135	)			(11,758	)			(18,892	)			(32,273	)
Interest income			121,707				467,740				563,215				899,724
Other			(35	)			(7,081	)			(4,402	)			(8,572	)
Total other income (expense)			116,537				448,901				539,921				858,879
Net loss		$	(4,635,276	)		$	(2,382,524	)		$	(13,791,968	)		$	(6,412,800	)
Basic and diluted loss per common share		$	(0.31	)		$	(0.17	)		$	(0.94	)		$	(0.55	)
Basic and diluted weighted average shares outstanding			14,764,345				14,369,262				14,629,278				11,565,993

WIRELESS RONIN TECHNOLOGIES, INC
2008 SUPPLEMENTARY QUARTERLY FINANCIAL DATA
(Unaudited)

										2007												2008
		Q1				Q2				Q3				Q4				TOTAL				Q1				Q2				Q3				TOTAL
Supplementary Data
Statement of Operations
Sales		$	196,436			$	3,054,863			$	1,123,933			$	1,609,681			$	5,984,913			$	1,933,514			$	1,596,223				1,949,532				5,479,269
Cost of Sales			103,263				1,873,024				709,765				1,206,315				3,892,367				1,534,796				1,534,341				1,847,257				4,916,394
Operating Expenses			3,284,664				2,430,602				3,245,593				4,446,709				13,407,568				4,860,861				5,179,815				4,854,088				14,894,764
Interest Expense			10,881				9,634				11,758				7,974				40,247				7,197				6,560				5,135				18,892
Other			(151,807	)			(278,686	)			(460,659	)			(377,732	)			(1,268,884	)			(272,084	)			(165,057	)			(121,672	)			(558,813	)
Net Loss		$	(3,050,565	)		$	(979,711	)		$	(2,382,524	)		$	(3,673,587	)		$	(10,086,387	)			($4,197,256	)			(4,959,436	)			(4,635,276	)			(13,791,968	)
FASB 123R			596,020				136,339				148,544				286,268				1,167,171				395,219				305,910				200,869				901,998
(included in operating Expenses)
Weighted avg shares			9,832,288				10,446,571				14,369,262				14,534,335				12,314,178				14,544,181				14,577,825				14,764,345				14,629,278
Reconciliation Between GAAP and Adjusted Operating Loss
GAAP Operating Loss		$	(3,191,491	)		$	(1,248,763	)		$	(2,831,425	)		$	(4,043,343	)		$	(11,315,022	)		$	(4,462,143	)		$	(5,117,933	)		$	(4,751,813	)			(14,331,889	)
Adjustments:
Depreciation and amortization			66,366				74,407				124,844				385,940				651,557				250,946				336,715				295,986				883,647
Old Building Remaining Lease Oblig.Write Off			—				—				191,207				—				191,207				—				—				—				—
Termination partnership agreement			653,995				—				—				50,000				703,995				—				—				—				—
Stock-based compensation expense			596,020				136,339				148,544				286,268				1,167,171				395,219				305,910				200,869				901,998
Total Operating Expense Adjustment			1,316,381				210,746				464,595				722,208				2,713,930				646,165				642,625				496,855				1,785,645
Adjusted Operating Loss		$	(1,875,110	)		$	(1,038,017	)		$	(2,366,830	)		$	(3,321,135	)		$	(8,601,092	)		$	(3,815,978	)		$	(4,475,308	)		$	(4,254,958	)		$	(12,546,244	)
*Per Share		$	(0.19	)		$	(0.10	)		$	(0.16	)		$	(0.23	)		$	(0.70	)		$	(0.26	)		$	(0.31	)		$	(0.29	)		$	(0.86	)
Reconciliation Between GAAP and Adjusted Gross Margin
GAAP Sales			196,436				3,054,863				1,123,933				1,609,681				5,984,913				1,933,514				1,596,223				1,949,532				5,479,269
Deferred customer revenue			—				—				89,775				808,291				898,066				—				79,730				—				79,730
Network Operating Center			—				—				(6,510	)			(11,630	)			(18,140	)			(95,664	)			(39,036	)			(99,019	)			(233,719	)
Adjusted Revenue			196,436				3,054,863				1,207,198				2,406,342				6,864,839				1,837,850				1,636,917				1,850,513				5,325,280
GAAP Cost of Sales			103,263				1,873,024				709,765				1,206,315				3,892,367				1,534,796				1,534,341				1,847,257				4,916,394
Deferred customer costs			—				—				—				476,679				476,679				47,826				50,538				—				98,364
Inventory adjustment			—				—				—				(73,018	)			(73,018	)			—				—				—				—
Network Operating Center			—				(33,375	)			(74,127	)			(98,806	)			(206,308	)			(190,955	)			(281,100	)			(317,807	)			(789,862	)
Adjusted Cost of Sales			103,263				1,839,649				635,638				1,511,170				4,089,720				1,391,667				1,303,779				1,529,450				4,224,896
Adjusted Non-GAAP Gross Profit			93,173				1,215,214				571,560				895,172				2,775,119				446,183				333,138				321,063				1,100,384
GAAP Gross Profit Margin			47.4	%			38.7	%			36.8	%			25.1	%			35.0	%			20.6	%			3.9	%			5.2	%			10.3	%
Adjusted Non-GAAP Gross Profit Margin			47.4	%			39.8	%			47.3	%			37.2	%			40.4	%			24.3	%			20.4	%			17.3	%			20.7	%