UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended August 27, 2004
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 000-50402
PalmSource, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 77-0586278 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 1240 Crossman Avenue Sunnyvale, California |
94089-1116 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrants telephone number, including area code: (408) 400-3000
Former name, former address and former fiscal year, if changed since last report: N/A
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ¨ No x
As of September 24, 2004, 15,164,994 shares of our Common Stock were outstanding.
Table of Contents
| Page | ||||
| PART I. |
FINANCIAL INFORMATION | |||
| Item 1. |
Financial Statements | |||
| 3 | ||||
|
Condensed Consolidated Balance Sheets (Unaudited) |
4 | |||
| 5 | ||||
| Notes to Condensed Consolidated Financial Statements (Unaudited) |
6 | |||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations | 18 | ||
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk | 46 | ||
| Item 4. |
Controls and Procedures | 46 | ||
| PART II. |
OTHER INFORMATION | |||
| Item 1. |
Legal Proceedings | 46 | ||
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds | 46 | ||
| Item 3. |
Defaults Upon Senior Securities | 47 | ||
| Item 4. |
Submission of Matters to a Vote of Security Holders | 47 | ||
| Item 5. |
Other Information | 47 | ||
| Item 6. |
Exhibits | 47 | ||
| 48 | ||||
The page numbers in this Table of Contents reflect actual page numbers, not EDGAR page tag numbers.
References to PalmSource, Company, we, us, and our in this Form 10-Q refer to PalmSource, Inc. and its subsidiaries unless the context requires otherwise.
2
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended August 31, |
||||||||
| 2004 |
2003 |
|||||||
| Revenues: |
||||||||
| Related party license and royalty |
$ | 1,071 | $ | 10,287 | ||||
| Third party license and royalty |
15,963 | 5,506 | ||||||
| Total license and royalty |
17,034 | 15,793 | ||||||
| Related party support and service |
91 | 199 | ||||||
| Third party support and service |
1,027 | 1,140 | ||||||
| Total support and service |
1,118 | 1,339 | ||||||
| Total revenues |
18,152 | 17,132 | ||||||
| Cost of revenues: |
||||||||
| License and royalty |
754 | 1,380 | ||||||
| Support and service |
486 | 544 | ||||||
| Total cost of revenues |
1,240 | 1,924 | ||||||
| Gross margin |
16,912 | 15,208 | ||||||
| Operating expenses: |
||||||||
| Research and development |
8,460 | 8,852 | ||||||
| Sales and marketing |
4,908 | 4,586 | ||||||
| General and administrative |
5,151 | 3,732 | ||||||
| Amortization of intangible assets |
| 98 | ||||||
| Restructuring |
602 | | ||||||
| Separation costs |
16 | 1,025 | ||||||
| Total operating expenses |
19,137 | 18,293 | ||||||
| Loss from operations |
(2,225 | ) | (3,085 | ) | ||||
| Interest expense |
(31 | ) | (127 | ) | ||||
| Interest and other income (expense), net |
239 | 81 | ||||||
| Gain on early extinguishment of debt |
1,875 | | ||||||
| Loss before income taxes |
(142 | ) | (3,131 | ) | ||||
| Income tax provision |
23 | 657 | ||||||
| Net loss |
$ | (165 | ) | $ | (3,788 | ) | ||
| Basic net loss per share |
$ | (0.01 | ) | $ | (0.38 | ) | ||
| Shares used in computing basic net loss per share amounts |
14,263 | 10,000 | ||||||
| Diluted net loss per share |
$ | (0.01 | ) | $ | (0.38 | ) | ||
| Shares used in computing diluted net loss per share amounts |
14,263 | 10,000 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
3
Condensed Consolidated Balance Sheets
(In thousands, except par value amounts)
(Unaudited)
| August 31, 2004 |
May 31, 2004 |
|||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 32,981 | $ | 45,144 | ||||
| Short-term investments |
25,105 | 25,057 | ||||||
| Accounts receivable, net |
6,325 | 6,038 | ||||||
| Prepaids and other |
1,697 | 2,124 | ||||||
| Total current assets |
66,108 | 78,363 | ||||||
| Restricted investments |
1,685 | 1,680 | ||||||
| Property and equipment, net |
2,021 | 2,281 | ||||||
| Goodwill |
52,845 | 52,845 | ||||||
| Intangible assets, net |
44 | 111 | ||||||
| Long-term investments |
16,787 | 16,733 | ||||||
| Other assets |
914 | 779 | ||||||
| Total assets |
$ | 140,404 | $ | 152,792 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 2,218 | $ | 2,494 | ||||
| Deferred revenue |
8,363 | 8,296 | ||||||
| Accrued restructuring |
602 | | ||||||
| Other accrued liabilities |
8,593 | 7,625 | ||||||
| Total current liabilities |
19,776 | 18,415 | ||||||
| Non-current liabilities: |
||||||||
| Deferred revenue and other |
9,464 | 10,386 | ||||||
| Long-term convertible subordinated note |
| 15,000 | ||||||
| Commitments and contingencies (Notes 5 and 10) |
||||||||
| Stockholders equity: |
||||||||
| Common stock, $.001 par value, authorized: 100,000 and 950,000 shares, respectively; outstanding: 15,160 and 15,103 shares, respectively |
15 | 15 | ||||||
| Additional paid-in capital |
166,909 | 165,835 | ||||||
| Accumulated other comprehensive income |
361 | 259 | ||||||
| Unearned stock-based compensation |
(4,592 | ) | (5,754 | ) | ||||
| Accumulated deficit |
(51,529 | ) | (51,364 | ) | ||||
| Total stockholders equity |
111,164 | 108,991 | ||||||
| Total liabilities and stockholders equity |
$ | 140,404 | $ | 152,792 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements
4
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Three Months Ended August 31, |
||||||||
| 2004 |
2003 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net loss |
$ | (165 | ) | $ | (3,788 | ) | ||
| Adjustments to reconcile net loss to net cash used for operating activities: |
||||||||
| Depreciation and amortization |
416 | 851 | ||||||
| Stock-based compensation transferred from Palm, Inc |
| (15 | ) | |||||
| Stock-based compensation expense |
2,244 | 874 | ||||||
| Deferred income taxes |
130 | 411 | ||||||
| Impairment of equity investment recorded at cost |
| | ||||||
| Gain on early extinguishment of debt |
(1,875 | ) | | |||||
| Changes in assets and liabilities: |
||||||||
| Receivable from related parties |
| 1,336 | ||||||
| Accounts receivable |
(287 | ) | (334 | ) | ||||
| Prepaids and other |
268 | 63 | ||||||
| Accounts payable |
(135 | ) | (658 | ) | ||||
| Payable to Palm, Inc |
| (1,088 | ) | |||||
| Deferred revenue |
(985 | ) | 3,452 | |||||
| Accrued restructuring |
602 | (273 | ) | |||||
| Other accrued liabilities |
1,531 | 1,005 | ||||||
| Net cash provided by operating activities |
1,744 | 1,836 | ||||||
| Cash flows from investing activities: |
||||||||
| Purchase of property and equipment |
(89 | ) | (307 | ) | ||||
| Proceeds from sale of assets |
| 380 | ||||||
| Net cash provided by (used for) investing activities |
(89 | ) | 73 | |||||
| Cash flows from financing activities: |
||||||||
| Offering expense |
(710 | ) | | |||||
| Repayment of long-term convertible subordinated note |
(13,125 | ) | | |||||
| Other, net |
| (288 | ) | |||||
| Net cash used for financing activities |
(13,835 | ) | (288 | ) | ||||
| Effect of exchange rate changes on cash |
17 | 53 | ||||||
| Change in cash and cash equivalents |
(12,163 | ) | 1,674 | |||||
| Cash and cash equivalents, beginning of period |
45,144 | 37,465 | ||||||
| Cash and cash equivalents, end of period |
$ | 32,981 | $ | 39,139 | ||||
| Other cash flow information: |
||||||||
| Cash paid for income taxes |
$ | (74 | ) | $ | (250 | ) | ||
The accompanying notes are an integral part of these condensed consolidated financial statements
5
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Background and Basis of Presentation
On August 27, 2001, Palm, Inc. (Palm) announced its plan to form a wholly-owned subsidiary to own and operate Palms operating system platform and licensing business, subsequently named PalmSource, Inc. (PalmSource or the Company). PalmSource develops and licenses operating system software, personal information management applications, and software development tools for mobile information devices. PalmSource targets device manufacturers, as well as developers, enterprises and consumers with its Palm operating system, or Palm OS. PalmSources product offerings include Palm OS, and services and support.
In December 2001, PalmSource was incorporated in Delaware as a wholly-owned subsidiary of Palm, an event this document refers to as the separation, and as of December 3, 2001, authorized and issued 50,000 shares of Series A preferred stock to Palm in exchange for the assignment to PalmSource of certain of Palms assets and liabilities, including intellectual property. Effective May 9, 2002, PalmSources board of directors authorized a re-capitalization of the authorized and outstanding Series A preferred stock into common stock and a simultaneous 1,000-for-1 stock split, resulting in 50,000,000 shares of PalmSource common stock issued and outstanding and owned by Palm, which was later re-capitalized as 10,000,000 shares of common stock via a one-for-five reverse stock split. The one-for-five reverse stock split was approved by the Companys Board of Directors on June 30, 2003 and became effective on September 22, 2003. Shares outstanding and net loss per share have been retroactively adjusted for periods presented prior to the effective date.
In December 2001, Palm and PalmSource entered into a Master Separation and Distribution Agreement, as amended June 3, 2003, (the Separation Agreement) under which Palm transferred to PalmSource at December 3, 2001, the date of legal separation, substantially all of the assets and liabilities of Palms operating system and software business except for the Palm brands, trademarks and certain other related intellectual property which were transferred at a later date. (See Note 8, Transactions with Palm.)
On October 7, 2002, Sony Corporation of America (Sony) invested $20.0 million in PalmSource, purchasing 3,333,333 shares of the Companys Series A redeemable convertible preferred stock. The shares of preferred stock were automatically converted into 666,666 shares of the Companys common stock immediately prior to the October 28, 2003 distribution of PalmSources common stock by Palm to Palms stockholders.
On October 28, 2003, Palm distributed on a pro-rata basis all of the outstanding shares of PalmSource common stock to Palm stockholders, an event referred to in this document as the distribution. At the same time as the distribution, Palm acquired Handspring, Inc., an event referred to in this document as the Handspring merger, and the combined entity changed its name to palmOne, Inc. This document refers to palmOne, Inc. as palmOne or Palm interchangeably, depending on the time and context of the event described.
The condensed consolidated financial statements include allocations of certain Palm expenses, including centralized legal, accounting, treasury, real estate, information technology and other Palm corporate services and infrastructure costs. The expense allocations have been determined on bases that Palm and PalmSource considered to be reasonable reflections of the utilization of services provided or the benefit received by PalmSource.
Prior to the distribution, related party revenues in the condensed consolidated financial statements included revenues from Palm and Sony, a PalmSource stockholder. Subsequent to the distribution, related party revenues, cost of revenues and accounts receivable in the condensed consolidated financial statements only included those from Sony.
The majority of the Companys cost of revenues are of a fixed nature, either amortization of intangibles or term license fees paid to technology vendors recognized ratably, and are not directly related or allocable to either third-party or related party revenues.