| Delaware | 0-17111 | 04-2685985 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
||
| 915 Murphy Ranch Road, Milpitas, California | 95035 | |||
| (Address of principal executive offices) | (Zip Code) | |||
| 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)). |
Date: October 22, 2009
Phoenix Technologies Ltd.
/s/ Timothy C. Chu
Timothy C. Chu
Vice President, General Counsel and Secretary
| | Total revenues of $67.7 million for fiscal year 2009, compared to $73.7 million for fiscal year 2008; | ||
| | Fiscal year 2009 GAAP net loss of ($75.3 million), or ($2.50) per share, compared to a net loss of ($6.2 million), or ($0.23) per share for fiscal year 2008; | ||
| | Fiscal year 2009 non-GAAP net loss, adjusted to exclude charges for amortization of intangible assets, restructuring charges, stock-based compensation, and impairment of goodwill and intangible assets, of ($15.9 million), or ($0.53) per share, compared to non-GAAP net income of $7.6 million, or $0.26 per diluted share for fiscal year 2008; | ||
| | Positive cash flow from operations of $4.8 million for fourth quarter 2009; and | ||
| | Cash and short-term investment balances, as of September 30, 2009, of $35.1 million, compared to $37.7 million at September 30, 2008 and $18.9 million at June 30, 2009. |
| September 30, | September 30, | |||||||
| 2009 | 2008 | |||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$ | 35,062 | $ | 37,721 | ||||
|
Accounts receivable, net of allowances
|
6,505 | 6,246 | ||||||
|
Other assets current
|
2,196 | 8,190 | ||||||
|
|
||||||||
|
Total current assets
|
43,763 | 52,157 | ||||||
|
|
||||||||
|
Property and equipment, net
|
4,881 | 4,125 | ||||||
|
Purchased technology and other intangible assets, net
|
7,608 | 22,323 | ||||||
|
Goodwill
|
22,205 | 54,943 | ||||||
|
Other assets noncurrent
|
3,082 | 2,994 | ||||||
|
|
||||||||
|
Total assets
|
$ | 81,539 | $ | 136,542 | ||||
|
|
||||||||
|
|
||||||||
|
Liabilities and stockholders equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$ | 1,440 | $ | 2,855 | ||||
|
Accrued compensation and related liabilities
|
3,433 | 6,050 | ||||||
|
Deferred revenue
|
21,668 | 15,010 | ||||||
|
Income taxes payable current
|
4,136 | 4,099 | ||||||
|
Accrued restructuring charges current
|
146 | 658 | ||||||
|
Other liabilities current
|
2,989 | 10,318 | ||||||
|
|
||||||||
|
Total current liabilities
|
33,812 | 38,990 | ||||||
|
|
||||||||
|
Accrued restructuring charges noncurrent
|
85 | 8 | ||||||
|
Income taxes payable noncurrent
|
16,348 | 13,629 | ||||||
|
Other liabilities noncurrent
|
2,738 | 2,508 | ||||||
|
|
||||||||
|
Total liabilities
|
52,983 | 55,135 | ||||||
|
|
||||||||
|
Stockholders equity:
|
||||||||
|
Preferred stock
|
| | ||||||
|
Common stock
|
36 | 29 | ||||||
|
Additional paid-in capital
|
257,975 | 235,562 | ||||||
|
Accumulated deficit
|
(137,058 | ) | (61,786 | ) | ||||
|
Accumulated other comprehensive loss
|
(344 | ) | (466 | ) | ||||
|
Less: Cost of treasury stock
|
(92,053 | ) | (91,932 | ) | ||||
|
|
||||||||
|
Total stockholders equity
|
28,556 | 81,407 | ||||||
|
|
||||||||
|
Total liabilities and stockholders equity
|
$ | 81,539 | $ | 136,542 | ||||
|
|
||||||||
| Three months ended September 30, | Twelve months ended September 30, | |||||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
|
Revenues:
|
||||||||||||||||
|
License fees
|
$ | 14,264 | $ | 17,249 | $ | 55,821 | $ | 64,359 | ||||||||
|
Subscription fees
|
888 | 112 | 3,007 | 132 | ||||||||||||
|
Service fees
|
2,080 | 2,641 | 8,869 | 9,211 | ||||||||||||
|
|
||||||||||||||||
|
Total revenues
|
17,232 | 20,002 | 67,697 | 73,702 | ||||||||||||
|
|
||||||||||||||||
|
Cost of revenues:
|
||||||||||||||||
|
License fees
|
134 | 98 | 568 | 519 | ||||||||||||
|
Subscription fees
|
294 | 144 | 1,380 | 164 | ||||||||||||
|
Service fees
|
1,612 | 2,186 | 7,695 | 7,864 | ||||||||||||
|
Amortization of purchased intangible assets
|
437 | 828 | 2,921 | 1,272 | ||||||||||||
|
Impairment of purchased intangible assets
|
(49 | ) | | 11,894 | | |||||||||||
|
|
||||||||||||||||
|
Total cost of revenues
|
2,428 | 3,256 | 24,458 | 9,819 | ||||||||||||
|
|
||||||||||||||||
|
Gross margin
|
14,804 | 16,746 | 43,239 | 63,883 | ||||||||||||
|
|
||||||||||||||||
|
Operating expenses:
|
||||||||||||||||
|
Research and development
|
8,940 | 9,591 | 39,609 | 29,660 | ||||||||||||
|
Sales and marketing
|
4,552 | 4,384 | 19,659 | 13,269 | ||||||||||||
|
General and administrative
|
5,063 | 6,291 | 20,352 | 22,512 | ||||||||||||
|
Restructuring and asset impairment
|
344 | 57 | 1,846 | 237 | ||||||||||||
|
Impairment of goodwill
|
(280 | ) | | 32,934 | | |||||||||||
|
|
||||||||||||||||
|
Total operating expenses
|
18,619 | 20,323 | 114,400 | 65,678 | ||||||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
Operating loss
|
(3,815 | ) | (3,577 | ) | (71,161 | ) | (1,795 | ) | ||||||||
|
|
||||||||||||||||
|
Interest and other income (expenses), net
|
(149 | ) | 1,000 | (46 | ) | 1,602 | ||||||||||
|
|
||||||||||||||||
|
Loss before income taxes
|
(3,964 | ) | (2,577 | ) | (71,207 | ) | (193 | ) | ||||||||
|
|
||||||||||||||||
|
Income tax expense
|
1,063 | 1,993 | 4,065 | 6,030 | ||||||||||||
|
|
||||||||||||||||
|
Net loss
|
$ | (5,027 | ) | $ | (4,570 | ) | $ | (75,272 | ) | $ | (6,223 | ) | ||||
|
|
||||||||||||||||
|
|
. | |||||||||||||||
|
|
||||||||||||||||
|
Loss per share:
|
||||||||||||||||
|
Basic and diluted
|
$ | (0.15 | ) | $ | (0.16 | ) | $ | (2.50 | ) | $ | (0.23 | ) | ||||
|
|
||||||||||||||||
|
Shares used in loss per share calculation:
|
||||||||||||||||
|
Basic and diluted
|
34,655 | 27,936 | 30,084 | 27,523 | ||||||||||||
| Three months ended | ||||||||||||||||||||
| September 30, | June 30, | September 30, | Twelve months ended September 30, | |||||||||||||||||
| 2009 | 2009 | 2008 | 2009 | 2008 | ||||||||||||||||
|
Cash flows from operating activities:
|
||||||||||||||||||||
|
Net loss
|
$ | (5,027 | ) | $ | (5,754 | ) | $ | (4,570 | ) | $ | (75,272 | ) | $ | (6,223 | ) | |||||
|
Reconciliation to net cash provided by (used in) operating activities:
|
||||||||||||||||||||
|
Depreciation and amortization
|
1,078 | 1,014 | 1,305 | 5,127 | 3,224 | |||||||||||||||
|
Stock-based compensation
|
2,216 | 2,018 | 4,010 | 9,788 | 12,302 | |||||||||||||||
|
Loss from disposal/impairment of fixed assets
|
210 | 128 | (7 | ) | 334 | 9 | ||||||||||||||
|
Other non cash charges
|
| | 79 | | 79 | |||||||||||||||
|
Impairment of purchased intangible assets
|
(49 | ) | | | 11,894 | | ||||||||||||||
|
Impairment of goodwill
|
(280 | ) | | | 32,934 | | ||||||||||||||
|
Change in operating assets and liabilities:
|
||||||||||||||||||||
|
Accounts receivable
|
6,790 | (5,851 | ) | (1,245 | ) | (299 | ) | 1,540 | ||||||||||||
|
Prepaid royalties and maintenance
|
8 | (25 | ) | (15 | ) | (142 | ) | 23 | ||||||||||||
|
Other assets
|
(402 | ) | (507 | ) | 327 | (930 | ) | 440 | ||||||||||||
|
Accounts payable
|
(713 | ) | (2 | ) | 681 | (1,437 | ) | 1,330 | ||||||||||||
|
Accrued compensation and related liabilities
|
387 | (1,152 | ) | 1,094 | (2,655 | ) | 1,128 | |||||||||||||
|
Deferred revenue
|
320 | 4,935 | 444 | 6,561 | 2,521 | |||||||||||||||
|
Income taxes
|
494 | 1,775 | 1,306 | 2,716 | 5,617 | |||||||||||||||
|
Accrued restructuring charges
|
59 | (338 | ) | (28 | ) | (440 | ) | (1,636 | ) | |||||||||||
|
Other accrued liabilities
|
(270 | ) | 95 | 126 | (1,063 | ) | 116 | |||||||||||||
|
|
||||||||||||||||||||
|
Net cash provided by (used in) operating activities
|
4,821 | (3,664 | ) | 3,507 | (12,884 | ) | 20,470 | |||||||||||||
|
|
||||||||||||||||||||
|
|
||||||||||||||||||||
|
Cash flows from investing activities:
|
||||||||||||||||||||
|
Purchases of property and equipment and other intangible assets
|
(195 | ) | (537 | ) | (1,137 | ) | (2,191 | ) | (3,095 | ) | ||||||||||
|
Acquisition of businesses, net of cash acquired
|
(353 | ) | | (11,200 | ) | (557 | ) | (47,621 | ) | |||||||||||
|
|
||||||||||||||||||||
|
Net cash used in investing activities
|
(548 | ) | (537 | ) | (12,337 | ) | (2,748 | ) | (50,716 | ) | ||||||||||
|
|
||||||||||||||||||||
|
|
||||||||||||||||||||
|
Cash flows from financing activities:
|
||||||||||||||||||||
|
Proceeds from stock issued under direct offering
|
11,963 | | | 11,963 | | |||||||||||||||
|
Proceeds from stock purchases under stock option and stock purchase plans
|
| 218 | 803 | 1,022 | 5,526 | |||||||||||||||
|
Repurchase of common stock
|
(18 | ) | (12 | ) | (254 | ) | (117 | ) | (254 | ) | ||||||||||
|
Principal payments under capital lease obligations
|
(192 | ) | (61 | ) | | (253 | ) | | ||||||||||||
|
|
||||||||||||||||||||
|
Net cash provided by (used in) financing activities
|
11,753 | 145 | 549 | 12,615 | 5,272 | |||||||||||||||
|
|
||||||||||||||||||||
|
|
||||||||||||||||||||
|
Effect of changes in exchange rates
|
127 | 346 | (99 | ) | 358 | (10 | ) | |||||||||||||
|
|
||||||||||||||||||||
|
Net increase (decrease) in cash and cash equivalents
|
16,153 | (3,710 | ) | (8,380 | ) | (2,659 | ) | (24,984 | ) | |||||||||||
|
Cash and cash equivalents at beginning of period
|
18,909 | 22,619 | 46,101 | 37,721 | 62,705 | |||||||||||||||
|
|
||||||||||||||||||||
|
Cash and cash equivalents at end of period
|
$ | 35,062 | $ | 18,909 | $ | 37,721 | $ | 35,062 | $ | 37,721 | ||||||||||
|
|
||||||||||||||||||||
| Three months ended | ||||||||||||||||||||||||
| September 30, | June 30, | September 30, | Twelve months ended September 30, | |||||||||||||||||||||
| 2009 | 2009 | 2008 | 2009 | 2008 | ||||||||||||||||||||
|
GAAP net loss
|
$ | (5,027 | ) | $ | (5,754 | ) | $ | (4,570 | ) | $ | (75,272 | ) | $ | (6,223 | ) | |||||||||
|
|
||||||||||||||||||||||||
|
Equity-based compensation expense
|
(1 | ) | 2,216 | 2,018 | 4,010 | 9,788 | 12,302 | |||||||||||||||||
|
|
||||||||||||||||||||||||
|
Restructuring and asset impairment
|
(2 | ) | 344 | 360 | 57 | 1,846 | 237 | |||||||||||||||||
|
|
||||||||||||||||||||||||
|
Amortization of purchased intangible assets
|
(3 | ) | 437 | 431 | 828 | 2,921 | 1,272 | |||||||||||||||||
|
|
||||||||||||||||||||||||
|
Impairment of purchased intangible assets
|
(4 | ) | (49 | ) | | | 11,894 | | ||||||||||||||||
|
|
||||||||||||||||||||||||
|
Impairment of goodwill
|
(4 | ) | (280 | ) | | | 32,934 | | ||||||||||||||||
|
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Non-GAAP net income (loss)
|
$ | (2,359 | ) | $ | (2,945 | ) | $ | 325 | $ | (15,889 | ) | $ | 7,588 | |||||||||||
|
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Non-GAAP earnings (loss) per share:
|
||||||||||||||||||||||||
|
Basic
|
$ | (0.07 | ) | $ | (0.10 | ) | $ | 0.01 | $ | (0.53 | ) | $ | 0.28 | |||||||||||
|
Diluted
|
$ | (0.07 | ) | $ | (0.10 | ) | $ | 0.01 | $ | (0.53 | ) | $ | 0.26 | |||||||||||
|
|
||||||||||||||||||||||||
|
Shares used in earnings (loss) per share calculation:
|
||||||||||||||||||||||||
|
Basic
|
34,655 | 28,700 | 27,936 | 30,084 | 27,523 | |||||||||||||||||||
|
Diluted
|
34,655 | 28,700 | 29,460 | 30,084 | 29,219 | |||||||||||||||||||
| These adjustments reconcile the Companys GAAP net loss to the reported non-GAAP net income (loss). The Company believes that presentation of net earnings (loss) and net earnings (loss) per share excluding equity-based compensation, restructuring and asset impairment charges, amortization of purchased intangible assets and impairment of purchased intangible assets and goodwill provides meaningful supplemental information to investors, as well as management, that is indicative of the Companys core operating results and facilitates comparison of operating results across reporting periods as well as comparison with other companies. The Company uses these non-GAAP measures when evaluating its financial results as well as for internal planning and budgeting purposes. Equity-based compensation is excluded because management believes it is useful to investors to understand how the expenses associated with the grant of stock options are reflected in net income (loss). Restructuring and related asset impairment charges are excluded since they may not be considered directly related to our ongoing business operations. Amortization of purchased intangible assets, principally purchased technology, are excluded since it generally cannot be changed by management after an acquisition has occurred. Impairment of purchased intangible assets and goodwill are excluded since management believes that these charges are not directly related to the underlying performance of the Companys core business operations and eliminating these will assist investors to compare current versus past operational performance. These non-GAAP measures should not be viewed as a substitute for the Companys GAAP results, and may be different than non-GAAP measures used by other companies. | ||
| (1) | This represents equity-based compensation expense related to the grant of stock options beginning October 1, 2005. For the three months ended September 30, 2009, equity-based compensation was $2.2 million, allocated as follows: $0.1 million to cost of revenues, $0.5 million to research and development, $0.3 million to sales and marketing and $1.3 million to general and administrative. For the three months ended June 30, 2009, equity-based compensation was $2.0 million, allocated as follows: $0.1 million to cost of revenues, $0.4 million to research and development, $0.3 million to sales and marketing and $1.2 million to general and administrative. For the three months ended September 30, 2008, equity-based compensation was $4.0 million, allocated as follows: $0.2 million to cost of goods sold, $1.1 million to research and development, $0.5 million to sales and marketing and $2.2 million to general and administrative. For the twelve months ended September 30, 2009, equity-based compensation was $9.8 million, allocated as follows: $0.5 million to cost of goods sold, $2.6 million to research and development, $1.3 million to sales and marketing and $5.4 million to general and administrative. For the twelve months ended September 30, 2008, equity-based compensation was $12.3 million, allocated as follows: $0.5 million to cost of goods sold, $3.3 million to research and development, $1.5 million to sales and marketing and $7.0 million to general and administrative. Management believes that it is useful to investors to understand how the expenses associated with the grant of stock options are reflected in net income (loss). | |
| The quarter ended March 31, 2008 is the first quarter during which the Company reported equity-based compensation expense in respect of stock options granted to the Companys four most senior executives as approved by the Companys stockholders on January 2, 2008 (the Performance Options). Of the $2.2 million of equity-based compensation for the three months ended September 30, 2009, $0.7 million resulted from the grant of the Performance Options. Of the $2.0 million of equity-based compensation for the three months ended June 30, 2009, $0.9 million resulted from the grant of the Performance Options. Of the $4.0 million of equity-based compensation for the three months ended September 30, 2008, $1.9 million resulted from the grant of the Performance Options. Of the $9.8 million of equity-based compensation for the twelve months ended September 30, 2009, $4.2 million resulted from the grant of the Performance Options. Of the $12.3 million of equity-based compensation for the twelve months ended September 30, 2008, $5.8 million resulted from the grant of the Performance Options. | ||
| (2) | The Company has incurred restructuring and related asset impairment expenses, included in its GAAP presentation of operating expenses, primarily due to workforce related charges such as payments for severance and benefits, asset impairments, estimated costs of exiting and terminating facility lease commitments and other exit costs related to formal restructuring plans approved by the Board of Directors/management in June 2006, September 2006, November 2006, September 2007, February 2009, March 2009, June 2009 and July 2009. For the three months ended September 30, 2009, restructuring and related asset impairment costs totaled $0.3 million, which relates mainly to the severance, other employee related costs, asset impairments and other exit costs incurred in relation to the restructuring plans announced during the current quarter as well as certain true-up adjustments recorded in relation to the restructuring activities announced during the prior periods. As part of the current quarter restructuring activities, on July 28, 2009, management approved the closure of the Companys facility in Shanghai, China in order to consolidate development activities in the Companys other locations. For the three months ended June 30, 2009, restructuring and related asset impairment costs totaled $0.4 million, which related mainly to the severance, other employee related costs, asset impairments, and other exit costs incurred in relation to the restructuring plans announced during the second and third quarters of fiscal year 2009. As part of the restructuring activities announced during the three months ended June 30, 2009, the Company consolidated its development activities in India location by closing its facility in Hyderabad, India. For the three months ended September 30, 2008, costs related to exiting and terminating facilities leases totaled approximately $0.1 million due mainly to an increase in the fiscal year 2003 restructuring reserve for the Irvine facility by $0.1 million due to projected increased operating expenses over the remaining term of the lease. For the twelve months ended September 30, 2009, restructuring costs totaled $1.8 million, out of which $1.3 million relates to the severance and other employee related cost and $0.5 million relates to facilities, lease, asset impairments, and other exit costs mainly incurred in relation to fiscal 2009 restructuring plans and certain true-up adjustments recorded in relation to the restructuring activities announced during the prior periods. For the twelve months ended September 30, 2008, restructuring costs were $0.2 million which were composed mainly of terminating facilities lease costs. | |
| (3) | This represents amortization of purchased intangible assets, principally purchased technology, and is allocated to the cost of revenues. For the three months ended September 30, 2009, amortization charges were $0.4 million, which include $0.3 million related to the amortization of the acquired assets from the acquisitions completed in the second half of fiscal year 2008 and $0.1 million related to the amortization of certain other acquired intangible assets. For the three months ended June 30, 2009, amortization charges were $0.4 million, which include $0.3 million related to the amortization of the acquired assets from the acquisitions completed in the second half of fiscal year 2008 and $0.1 million related to the amortization of certain other acquired intangible assets. For the three months ended September 30, 2008, amortization of purchased intangible assets was $0.8 million, which represented amortization charges for the intangible assets acquired from the acquisitions completed in the second half of fiscal year 2008. For the twelve months ended September 30, 2009, amortization of purchased intangible assets was $2.5 million, which include $2.4 million in respect of the acquired assets from the acquisitions completed in the second half of fiscal year 2008 and $0.1 million related to the amortization of certain other acquired intangible assets. For the twelve months ended September 30, 2008, amortization of purchased intangible assets was $1.3 million of which $1.2 million related to the amortization of the acquired assets from the acquisitions completed in the second half of fiscal year 2008 and $0.1 million related to the amortization of certain other acquired intangible assets. | |
| (4) | This represents impairment charges recorded in respect of goodwill and other purchased intangible assets. For the three months ended September 30, 2009, the Company recorded a true-down adjustment of $0.3 million to the previous impairment charges recorded on purchased intangible assets and goodwill in the second quarter of fiscal 2009. For the twelve months ended September 30, 2009, impairment of purchased intangible assets was $11.9 million and impairment of goodwill was $32.9 million, which represent impairments of the acquired assets from the acquisitions completed in the second half of fiscal 2008. There were no impairment charges recorded on purchased intangible assets or goodwill in the other periods presented. Impairment related charges typically occur when the financial performance of the business utilizing the affected assets falls below certain thresholds or certain assets are designated as held for sale. Accordingly, goodwill and intangible assets related impairment charges are generally unpredictable and several factors could result in further impairment of the remaining goodwill and other intangible assets in the future periods. |