-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M+zyEiPpAMzdwIWhymxb5prFIcPbzpA5DPnLcpim4q8obphqJVSJs7PITnOWYxYl 18UQ0jXXYNIQmDZnfZ4Etw== 0000891618-03-001853.txt : 20030415 0000891618-03-001853.hdr.sgml : 20030415 20030415165513 ACCESSION NUMBER: 0000891618-03-001853 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030415 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANDSPRING INC CENTRAL INDEX KEY: 0001091822 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 770490705 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30719 FILM NUMBER: 03651016 BUSINESS ADDRESS: STREET 1: 189 BERNARDO AVNEUE STREET 2: SUITE 300 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-5203 BUSINESS PHONE: 6502305000 8-K 1 f89254e8vk.htm FORM 8-K Handspring, Inc., Form 8-K
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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

Date of Report (Date of earliest event reported): April 15, 2003

HANDSPRING, INC.

(Exact name of the Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)
     
000-30719   77-0490705
 
(Commission
File Number)		   (IRS Employer
Identification No.)
     
189 Bernardo Avenue, Mountain View, California   94043
(Address of principal executive offices)   (Zip Code)
 
(650) 230-5000
(Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report)

 

ITEM 7: Financial Statements and Exhibits.
ITEM 9: Regulation FD Disclosure.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.01

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ITEM 7:      Financial Statements and Exhibits.

           
  (c)   Exhibits.    
           
    Exhibit No Description of Exhibit
           
         99.01 Press release dated April 15, 2003.

ITEM 9:      Regulation FD Disclosure.

This information, furnished under this “Item 9. Regulation FD Disclosure,” is intended to be furnished under “Item 12. Results of Operations and Financial Condition” in accordance with SEC Release No.33-8216.

On April 15, 2003, Handspring, Inc., a Delaware corporation, issued a press release announcing earnings for the quarter ended March 29, 2003.

The earnings press release, which has been attached as Exhibit 99.01, discloses certain financial measures that may be considered “non-GAAP” financial measures in certain circumstances. As used herein, “GAAP” refers to accounting principles generally accepted in the United States. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Each non-GAAP financial measure presented in the earnings press release is included because our management uses this information to monitor and evaluate on-going operating results and trends excluding certain items. The non-GAAP financial measures used within our earnings press release exclude the following:

  •   one-time Sunnyvale lease restructuring charge of $75.9 million; and
 
  •   non-cash charge for amortization of deferred stock compensation of $1.7 million.

The Sunnyvale lease restructuring charge reflects a one-time transaction that management believes should not be used as an indication of future performance. The non-cash amortization of deferred stock compensation relates to stock options granted prior to our initial public offering in June 2000, and will decline in subsequent quarters until fiscal 2005. Consequently, excluding those charges from our operating results provides users of the financial statements important insights into our operating results and related trends that affect our core business.

However these measures should be considered in addition to, and not as a substitute for, or superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with generally accepted accounting principles. The non-GAAP measures included in our press release have been reconciled to the nearest GAAP measure as is now required under new SEC rules regarding the use of non-GAAP financial measures.

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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.

       
    HANDSPRING, INC
       
Date: April 15, 2003   By:  /s/ William R. Slakey
     
      William R. Slakey
      Vice President and Chief Financial
      Officer

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EXHIBIT INDEX

     
Exhibit No.   Description of Exhibit
 
99.01   Press release dated April 15, 2003.

  EX-99.01 3 f89254exv99w01.txt EXHIBIT 99.01 EXHIBIT 99.01 INVESTOR RELATIONS: PUBLIC RELATIONS: Brad Driver Allen Bush Handspring Handspring 650-230-5070 650-230-5029 bdriver@handspring.com abush@handspring.com HANDSPRING REPORTS THIRD QUARTER RESULTS MOUNTAIN VIEW, CALIF. (APRIL 15, 2003) - Handspring, Inc. (NASDAQ: HAND) today reported results for the third quarter of fiscal 2003 ended March 29, 2003. Revenue for the third quarter of fiscal 2003 was $30.8 million, down from $47.8 million in the second quarter of fiscal 2003 and from $59.7 million in the third quarter a year ago. Revenue for the quarter included $21.1 million in communicator sales and $9.7 million in sales of organizers and accessories. On a GAAP accounting basis, net loss for the period totaled $90.4 million, or $.62 per share as compared to a net loss of $12.3 million, or $.08 per share in the prior quarter. Excluding charges for the Sunnyvale lease restructuring of $75.9 million and the amortization of deferred stock compensation of $1.7 million, Handspring's non-GAAP net loss for the quarter was $12.8 million, or $.09 per share as compared to a non-GAAP net loss of $10 million, or $.07 per share, excluding amortization of deferred stock compensation of $2.3 million, in the prior quarter. As of March 29, 2003, Handspring's unrestricted cash and short-term investments totaled $53.2 million, down $12.5 million sequentially. Handspring also said it has signed an agreement with Orange SA, one of the world's largest communications companies, to work together to develop future smartphones designed for the Orange network in Europe, with product shipments expected to begin this fall. "We've continued to grow our Treo installed base through a difficult quarter, reaching 180,000 customers, while investing in a significant new product due this fall," said Handspring CEO Donna Dubinsky. "The near-term outlook will be challenging due to a weak economic environment and lower-than-expected sell-in of current products for the coming quarter." Highlights of the third quarter included: - The launch of the Treo 270 in T-Mobile retail stores. - A significant reduction of operating expenses due to the restructuring of the Sunnyvale lease obligations. - Treo communicator sell through for the quarter of approximately 39,000 worldwide. To date, total communicator sell through is approximately 180,000 worldwide. -end- - The Launch of Treo 270 with Brightstar Corp. throughout all of Latin America (except Mexico and Brazil). - A new developer program to fuel development of wireless, business and consumer applications for the Treo communicator. - GPRS availability for Cingular Treo customers that provides easy access to corporate or internet e-mail. FOURTH QUARTER FISCAL 2003 BUSINESS OUTLOOK Handspring's business outlook will be affected by the following factors. - Communicator revenue will be significantly lower as the company focuses on reducing channel inventory in anticipation of a major new product launch. - Organizer sales will be minimal going forward as inventory is depleted. - The company expects to announce a new smartphone product with delivery scheduled for the fall, as well as support for this product from major carriers around the world. - Expenses will decline as previous cost reducing activities are realized. - Cash burn will increase due to a larger operating loss and the expected timing of receivables. - The company is pursuing additional financing. ACCOUNTING FOR LEASE RESTRUCTURING Handspring recorded a charge against earnings of $75.9 million in the third fiscal quarter to account for the Sunnyvale lease restructuring. The restructured lease agreements allow Handspring to reduce substantially its previous lease obligations of approximately $350 million over the next 12 years. Handspring was required to pay a total consideration of approximately $61.2 million to the building landlord and contractor in connection with the lease restructuring. Of this consideration, $15.3 million was paid in third fiscal quarter from the company's unrestricted cash and $40.9 million was paid from previously restricted cash. Handspring will pay an additional $5.0 million plus interest in various debt and lease payments over the next 5 years. Handspring also issued the landlord warrants to purchase 10 million shares of Handspring common stock. CONFERENCE CALL INFORMATION Handspring's earnings conference call will be webcast on its web site at www.handspring.com, live at 2 p.m. PDT (Pacific Daylight Time) on Tuesday, April 15th, 2003, and archived through Tuesday, April 22th, 2003. The audio replay of the company's Q3 conference call can be accessed via telephone after 4:30 p.m. PDT Tuesday, April 15th, 2003 until 4:30 p.m. PDT Tuesday, April 25th, 2003 by calling (402) 977-9140 and entering the reservation number 21138381. ABOUT HANDSPRING Handspring is a leading innovator in personal communications and handheld computing. The company's products include the Treo wireless communicators and Treo 90 organizer, the Visor expandable handheld computers, and client and server software for fast Web access from handheld devices and mobile phones. Today Handspring products and accessories are sold at www.handspring.com and through select Internet, retail and carrier partners in the United States, Europe, Asia, Australia, New Zealand, Canada, Middle East, and Mexico/Latin America. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements that involve risks and uncertainties, including those relating to: Handspring's expected shipment of a new smartphone for use on Orange's network this fall; the company's fourth quarter outlook for revenue, expenses and cash burn; and the Company's expectation that major carriers around the world will support the company's new smartphone product. Actual results may differ materially due to a number of factors including, among others: Handspring's ability to develop and deliver innovative communicator products that meet carriers' specifications and expected delivery dates; demand for communicator products in general and Handspring's products in particular from both carriers and end users; the timing of the build-out of advanced wireless networks and the quality and scope of voice and data service coverage offered by wireless carriers; the degree to which wireless carriers will facilitate the successful introduction of Handspring's wireless products; Handspring's dependence on third parties to supply components in sufficient volumes and at satisfactory quality levels; Handspring's ability to accurately forecast future demand; and the rapid pace of technological change and competitive developments in the wireless communications industry. Reported results should not be considered as an indication of future performance. The matters discussed in this press release also involve risks and uncertainties described in Handspring's in most recent filings with the Securities and Exchange Commission. Handspring assumes no obligation to update the forward-looking information contained in this press release. Handspring, the Handspring logo, Treo, the Treo logo, and Visor are trademarks of Handspring, Inc. and may be registered in certain jurisdictions. All other brand names are trademarks of their respective owners. HANDSPRING, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
THREE MONTHS ENDED THREE MONTHS ENDED MARCH 29, 2003 MARCH 30, 2002 --------------------------------------- --------------------------------------- GAAP(1) DIFFERENCE NON-GAAP(2) GAAP(1) DIFFERENCE NON-GAAP(2) --------- ---------- ----------- -------- ---------- ----------- Revenue $ 30,848 $ 30,848 $ 59,715 $ 59,715 --------- ---------- ----------- -------- ---------- ----------- Costs and operating expenses: Cost of revenue 25,250 25,250 54,241 54,241 Research and development 5,734 5,734 6,340 6,340 Selling, general and administrative 13,069 13,069 18,993 18,993 Amortization of deferred stock compensation and intangibles (*) 1,730 $ (1,730)(3) -- 4,510 $ (4,510)(4) -- Sunnyvale lease restructuring 75,931 (75,931)(5) -- -- -- --------- ---------- ----------- -------- ---------- ----------- Total costs and operating expenses 121,714 (77,661) 44,053 84,084 (4,510) 79,574 --------- ---------- ----------- -------- ---------- ----------- Loss from operations (90,866) 77,661 (13,205) (24,369) 4,510 (19,859) Interest and other income, net 470 470 809 809 --------- ---------- ----------- -------- ---------- ----------- Loss before taxes (90,396) 77,661 (12,735) (23,560) 4,510 (19,050) Income tax provision 38 38 100 100 --------- ---------- ----------- -------- ---------- ----------- Net income (loss) $ (90,434) $ 77,661 $ (12,773) $(23,660) $ 4,510 $ (19,150) ========= ========== =========== ======== ========== =========== Basic and diluted net loss per share $ (0.62) $ 0.53 $ (0.09) $ (0.18) $ 0.03 $ (0.14) ========= ========== =========== ======== ========== =========== Shares used in calculating basic and diluted net loss per share 146,657 146,657 146,657 134,903 134,903 134,903 ========= ========== =========== ======== ========== =========== (*) Amortization of deferred stock compensation: Cost of revenue $ 228 $ 582 Research and development 335 1,030 Selling, general and administrative 1,167 2,898 --------- -------- $ 1,730 $ 4,510 ========= ========
(1) Reflects operating results based on U.S. generally accepted accounting principles (or GAAP). (2) Non-GAAP amounts exclude amortization of deferred stock compensation and intangibles and restructuring charges associated with the Sunnyvale lease restructuring. (3) Non-cash charge related to the amortization of deferred stock compensation primarily related to stock options granted prior to our IPO. (4) Non-cash charge related to the amortization of deferred stock compensation, primarily related to stock options granted prior to our IPO, and intangibles, consisting of goodwill and assembled workforce as part of the acquisition of BlueLark Systems. (5) One-time charge for the restructuring of leases associated with the Sunnyvale facility. HANDSPRING, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
NINE MONTHS ENDED NINE MONTHS ENDED MARCH 29, 2003 MARCH 30, 2002 --------------------------------------- --------------------------------------- GAAP(1) DIFFERENCE NON-GAAP(2) GAAP(1) DIFFERENCE NON-GAAP(2) --------- ---------- ----------- -------- ---------- ----------- Revenue $ 132,793 $ 132,793 $191,641 $ 191,641 --------- ---------- ----------- -------- ---------- ----------- Costs and operating expenses: Cost of revenue 100,926 100,926 168,934 168,934 Research and development 16,510 16,510 19,318 19,318 Selling, general and administrative 51,761 51,761 66,679 66,679 Amortization of deferred stock compensation and intangibles (*) 6,968 $ (6,968)(3) -- 16,476 $ (16,476)(4) -- Sunnyvale lease restructuring 75,931 (75,931)(5) -- -- -- --------- ---------- ----------- -------- ---------- ----------- Total costs and operating expenses 252,096 (82,899) 169,197 271,407 (16,476) 254,931 --------- ---------- ----------- -------- ---------- ----------- Loss from operations (119,303) 82,899 (36,404) (79,766) 16,476 (63,290) Interest and other income, net 1,531 1,531 4,520 4,520 --------- ---------- ----------- -------- ---------- ----------- Loss before taxes (117,772) 82,899 (34,873) (75,246) 16,476 (58,770) Income tax provision 238 238 950 950 --------- ---------- ----------- -------- ---------- ----------- Net income (loss) $(118,010) $ 82,899 $ (35,111 $(76,196) $ 16,476 $ (59,720) ========= ========== =========== ======== ========== =========== Basic and diluted net loss per share $ (0.81) $ 0.57 $ (0.24) $ (0.61) $ 0.13 $ (0.48) ========= ========== =========== ======== ========== =========== Shares used in calculating basic and diluted net loss per share 144,815 144,815 144,815 124,568 124,568 124,568 ========= ========== =========== ======== ========== =========== (*) Amortization of deferred stock compensation: Cost of revenue $ 919 $ 2,107 Research and development 1,415 3,836 Selling, general and administrative 4,634 10,533 --------- -------- $ 6,968 $ 16,476 ========= ========
(1) Reflects operating results based on U.S. generally accepted accounting principles (or GAAP). (2) Non-GAAP amounts exclude amortization of deferred stock compensation and intangibles and restructuring charges associated with the Sunnyvale lease restructuring. (3) Non-cash charge related to the amortization of deferred stock compensation primarily related to stock options granted prior to our IPO. (4) Non-cash charge related to the amortization of deferred stock compensation, primarily related to stock options granted prior to our IPO, and intangibles, consisting of goodwill and assembled workforce as part of the acquisition of BlueLark Systems. (5) One-time charge for the restructuring of leases associated with the Sunnyvale facility. HANDSPRING, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
MARCH 29, 2003 JUNE 29, 2002 -------------- ------------- (UNAUDITED) ASSETS Current assets: Cash and cash equivalents $ 45,200 $ 85,554 Short-term investments 8,006 15,235 Accounts receivable, net 536 20,491 Prepaid expenses and other current assets 3,718 3,667 Inventories 5,766 20,084 --------- --------- Total current assets 63,226 145,031 Restricted investments for committed tenant improvements and other 11,131 50,644 Property and equipment, net 6,966 12,478 Construction in progress-Sunnyvale tenant improvements -- 6,614 Construction in progress-Sunnyvale property 13,982 73,979 Other assets 4,089 1,408 --------- --------- Total assets $ 99,394 $ 290,154 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 14,820 $ 44,490 Provision for committed tenant improvements and other 11,131 -- Non-cash obligations for CIP-Sunnyvale property 13,982 73,979 Accrued liabilities 38,922 48,779 --------- --------- Total current liabilities 78,855 167,248 Long-term liabilities: Sunnyvale note payable-LT 2,300 -- Stockholders' equity: Common stock 148 143 Additional paid-in capital 425,844 419,256 Deferred stock compensation (2,500) (9,468) Accumulated other comprehensive loss (1,011) (793) Accumulated deficit (404,242) (286,232) --------- --------- Total stockholders' equity 18,239 122,906 --------- --------- Total liabilities and stockholders' equity $ 99,394 $ 290,154 ========= =========
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