8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

September 22, 2005

Date of Report (date of earliest event reported)

PALM, INC.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 000-29597
(Commission
File Number) 94-3150688
(I.R.S. Employer
Identification Number)

950 West Maude Avenue
Sunnyvale, CA 94085
(Address of principal executive offices)

(408) 617-7000
(Registrant’s telephone number, including area code)

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

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. below):

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

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

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

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

TABLE OF CONTENTS

	ITEM 2.02. Results of Operations and Financial Condition
	ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

ITEM 2.02. Results of Operations and Financial Condition

On September 22, 2005, Palm, Inc. (“Palm”) issued a press release and is holding a conference call regarding its financial results for the first quarter of fiscal year 2006, ended September 2, 2005. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. Palm makes reference to non-GAAP financial information in both the press release and the conference call.

The information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

Exhibit No.	Description
99.1	Press release of Palm, Inc. issued on September 22, 2005.

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.

PALM, INC.
By:	/s/ Andrew J. Brown
	Andrew J. Brown
	Senior Vice President and Chief Financial Officer

Date: September 22, 2005

EXHIBIT INDEX

Exhibit
No.	Description
99.1	Press release of Palm, Inc., issued on September 22, 2005.

EX-99.1

Exhibit 99.1

CONTACTS:
Sandy O’Halloran, investor relations
408.617.6739
sandy.ohalloran@palm.com

Marlene Somsak, media relations
408.617.7451
marlene.somsak@palm.com

Palm Reports Q1 FY06 Results

Quarterly Revenue $342.2M; Up 25% Year over Year

SUNNYVALE, Calif., Sept. 22, 2005 — Palm, Inc. (Nasdaq: PALM) today reported revenue of $342.2 million in its first quarter of fiscal year 2006, ended Sept. 2, up 25 percent from the year-ago period and marking the ninth-consecutive quarter of year-over-year growth.

Net income was $18.2 million, or $0.35 per diluted share. This compares to net income for the first quarter of fiscal year 2005 of $19.6 million, or $0.38 per diluted share, and net income for the fourth quarter of fiscal year 2005 of $17.7 million, or $0.35 per diluted share.

Net income in the first fiscal quarter, measured on a non-GAAP⁽¹⁾ basis, totaled $21.1 million, or $0.41 per diluted share, excluding the effects of amortization of intangible assets and deferred stock-based compensation. This compares to non-GAAP net income in the first quarter of fiscal year 2005 of $21.9 million, or $0.43 per diluted share, which excluded the effects of amortization of intangible assets and deferred stock-based compensation.

The company generated $48.5 million in cash and cash equivalents from operations in its first quarter of fiscal year 2006, bringing the total cash and investments balance to $411.3 million at quarter’s end. DSO, or days sales outstanding, were 34 days at the end of the quarter compared with 44 days in the year-ago period.

“We’re pleased with the company’s performance during the quarter,” said Ed Colligan, Palm president and chief executive officer. “Treo smartphone sell-through was 470,000 units, which reflects an increase of more than 160 percent from the year-ago period. Our share in the handheld-computer market rose, and we’re excited about our overall product roadmap.”

Q2 Fiscal Year 2006 Guidance
In its pending conference call to investors today, the company will provide forward guidance for the second quarter of fiscal year 2006. The quarter’s guidance includes the following:

• Revenue is expected to be between $435 million and $440 million;

• Gross margin is expected to be in the range of 30.0 percent to 30.5 percent;

• Operating expenses on a GAAP basis are expected to be between $100 million and $102 million, and, on a non-GAAP basis, operating expenses are expected to be between $97 million and $99 million; and

• If the company’s results for the second quarter of fiscal year 2006 are as planned, it is likely that the deferred tax asset valuation allowance will be released. If this occurs, it would result in a one-time benefit to the tax provision of approximately $240 million to $250 million, the company’s effective tax rate would also change to 40 percent for the second quarter and the remainder of fiscal year 2006. Should the deferred tax asset valuation allowance be released in the second quarter, the company anticipates that earnings per share for the quarter on a GAAP basis will be in the $5.00 to $5.20 range and, on a non-GAAP basis, in the $0.38 to $0.43 range. If the company does not reverse the deferred tax asset valuation allowance during the quarter, the tax provision for the quarter is expected to be in the range of $3.0 million to $3.2 million with earnings per share on a GAAP basis, of $0.55 to $0.60 and, on a non-GAAP basis, of $0.60 to $0.65.

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INVESTOR’S NOTE: The company will hold a conference call for the public today at 2 p.m. Pacific/ 5 p.m. Eastern to discuss matters covered in this news release. The dial-in number is 800.901.5226 with a passcode of 79174559 in the United States and 617.786.4513 for international callers, with the same passcode of 79174559. A telephone call replay of the conference call will be available through Sept. 30, 2005, beginning today at approximately 6 p.m. Pacific. The domestic dial-in number for the replay is 888.286.8010 and for international callers, it is 617.801.6888, with a passcode of 82083951 for both. The live conference call also will be available over the Internet by logging onto the investor relations section of Palm’s website at http://ir.Palm.com. An audio replay and text transcript of the conference call also can be accessed at the same URL beginning today at approximately 6 p.m. Pacific.

NON-GAAP FINANCIAL MEASURES: To supplement the company’s consolidated financial statements presented in accordance with GAAP, Palm uses non-GAAP measures of certain components of financial performance, including operating income (loss), net income (loss) and per share data, which are adjusted from results based on GAAP to exclude certain expenses, gains and losses. These non-GAAP measures are provided to enhance investors’ overall understanding of the company’s current financial performance and the company’s prospects for the future. Specifically, the company believes the non-GAAP results provide useful information to both management and investors by excluding certain expenses, gains and losses that may not be indicative of its core operating results. These non-GAAP results are among the primary indicators management uses as a basis for planning and forecasting of future periods and facilitating management’s internal comparisons to the company’s historical operating results and comparisons to competitors’ operating results. In addition, because Palm has historically reported certain non-GAAP results to investors, the company believes the inclusion of non-GAAP measures provides consistency in the company’s financial reporting. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. These non-GAAP financial measures may also be different from non-GAAP financial measures used by other companies. Consistent with the company’s practice, the non-GAAP measures included in this press release have been reconciled to the nearest GAAP measure.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This press release contains forward-looking statements within the meaning of the federal securities laws, including, without limitation, statements regarding Palm’s expected second quarter of fiscal year 2006 revenue, gross margin, operating expenses and earnings per share, Palm’s tax provision and tax rate, the timing of the reversal of its deferred tax asset valuation allowance, Palm’s ability to be profitable, and Palm’s product roadmap. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially, including, without limitation, the following: fluctuations in the demand for Palm’s existing and future products and services and growth in Palm’s industries and markets; Palm’s ability to forecast demand for its products; possible defects in products and technologies developed; Palm’s ability to introduce new products and services successfully and in a cost-effective and timely manner; Palm’s ability to timely and cost-effectively obtain components and elements of its technology from suppliers; Palm’s ability to compete with existing and new competitors; Palm’s dependence on wireless carriers and ability to meet wireless-carrier certification requirements; Palm’s ability to utilize its net operating losses. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in Palm’s most recent filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended June 3, 2005. Palm undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this press release.

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About Palm, Inc.

Palm, Inc., a leader in mobile computing, strives to put the power of computing in people’s hands so they can access and share their most important information. The company’s products for consumers, mobile professionals and businesses include Palm^(R) handheld computers, Palm Treo^(™) smartphones, Palm LifeDrive^(™) mobile managers, as well as software, services and accessories.

Palm products are sold through select Internet, retail, reseller and wireless operator channels throughout the world, and at Palm Retail Stores and Palm online stores (http://www.palm.com/store).

More information about Palm, Inc. is available at http://www.palm.com.

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⁽¹⁾ GAAP stands for Generally Accepted Accounting Principles.

Palm, Treo and LifeDrive are among the trademarks or registered trademarks owned by or licensed to Palm, Inc. All other brand and product names are or may be trademarks of, and are used to identify products or services of, their respective owners.

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Palm, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

	Three Months Ended
	August 31, 2005		August 31, 2004
Revenues	$	342,200	$	273,145
Costs and operating expenses:
Cost of revenues (*)		237,844		181,803
Sales and marketing		45,301		37,555
Research and development		28,966		18,568
General and administrative		8,905		9,799
Amortization of intangible assets and deferred stock-based compensation (**)		2,874		2,339
Total costs and operating expenses		323,890		250,064
Operating income		18,310		23,081
Interest and other income (expense), net		1,703		(34	)
Income before income taxes		20,013		23,047
Income tax provision		1,836		3,453
Net income	$	18,177	$	19,594
Net income per share:
Basic	$	0.37	$	0.41
Diluted	$	0.35	$	0.38
Shares used in computing per share amounts:
Basic		49,627		47,629
Diluted		51,807		51,005

(*)	Cost of revenues does not include that portion of amortization of intangible assets and deferred stock-based compensation related to cost of revenues.
(**)	Amortization of intangible assets and deferred stock-based compensation:

Cost of revenues	$	230	$	312
Sales and marketing		2,045		1,654
Research and development		64		64
General and administrative		535		309
	$	2,874	$	2,339

Palm’s fiscal periods are generally 13 weeks in length and end on a Friday. For presentation purposes, the periods are presented as ending on Aug. 31, Nov. 30, Feb. 28 and May 31.

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Palm, Inc.
Reconciliation of GAAP to Non-GAAP Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

	Three Months Ended August 31, 2005							Three Months Ended August 31, 2004
	GAAP		Adjustments			Non-GAAP		GAAP			Adjustments			Non-GAAP
Revenues	$	342,200	$	—		$	342,200	$	273,145		$	—		$	273,145
Costs and operating expenses:
Cost of revenues (*)		237,844		—			237,844		181,803			—			181,803
Sales and marketing		45,301		—			45,301		37,555			—			37,555
Research and development		28,966		—			28,966		18,568			—			18,568
General and administrative		8,905		—			8,905		9,799			—			9,799
Amortization of intangible assets and deferred stock-based compensation (**)		2,874		(2,874	)		—		2,339			(2,339	)		—
Total costs and operating expenses		323,890		(2,874	)		321,016		250,064			(2,339	)		247,725
Operating income		18,310		2,874			21,184		23,081			2,339			25,420
Interest and other income (expense), net		1,703		—			1,703		(34	)		—			(34	)
Income before income taxes		20,013		2,874			22,887		23,047			2,339			25,386
Income tax provision		1,836		—			1,836		3,453			—			3,453
Net income	$	18,177	$	2,874		$	21,051	$	19,594		$	2,339		$	21,933
Net income per share:
Basic	$	0.37	$	0.05		$	0.42	$	0.41		$	0.05		$	0.46
Diluted	$	0.35	$	0.06		$	0.41	$	0.38		$	0.05		$	0.43
Shares used in computing per share amounts:
Basic		49,627		—			49,627		47,629			—			47,629
Diluted		51,807		—			51,807		51,005			—			51,005

(*)	Cost of revenues does not include that portion of amortization of intangible assets and deferred stock-based compensation related to cost of revenues.
(**)	Amortization of intangible assets and deferred stock-based compensation :

Cost of revenues	$	230	$	(230	)	$	—	$	312	$	(312	)	$	—
Sales and marketing		2,045		(2,045	)		—		1,654		(1,654	)		—
Research and development		64		(64	)		—		64		(64	)		—
General and administrative		535		(535	)		—		309		(309	)		—
	$	2,874	$	(2,874	)	$	—	$	2,339	$	(2,339	)	$	—

The above non-GAAP amounts have been adjusted to eliminate amortization of intangible assets and deferred stock-based compensation.

Palm’s fiscal periods are generally 13 weeks in length and end on a Friday. For presentation purposes, the periods are presented as ending on Aug. 31, Nov. 30, Feb. 28 and May 31.

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Palm, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except par value amounts)

	August 31, 2005			May 31, 2005
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	147,597		$	128,164
Short-term investments		263,745			234,535
Accounts receivable, net of allowance for doubtful accounts of $5,590 and $6,874, respectively		128,491			140,162
Inventories		38,268			35,544
Investment for committed tenant improvements		5,375			6,182
Prepaids and other		9,669			8,225
Total current assets		593,145			552,812
Restricted investments		775			775
Land held for sale		60,000			—
Land not in use		—			60,000
Property and equipment, net		22,088			19,158
Goodwill		248,319			249,161
Intangible assets, net		28,095			30,373
Deferred income taxes		36,794			36,217
Other assets		1,532			1,536
Total assets	$	990,748		$	950,032
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	138,996		$	135,720
Accrued restructuring		14,196			15,400
Provision for committed tenant improvements		5,375			6,182
Other accrued liabilities		177,270			164,450
Total current liabilities		335,837			321,752
Non-current liabilities:
Long-term convertible debt		35,000			35,000
Other non-current liabilities		12,935			12,257
Stockholders’ equity:
Preferred stock, $.001 par value, 125,000 shares authorized; none outstanding		—			—
Common stock, $.001 par value, 2,000,000 shares authorized; outstanding: 49,975 shares and 49,488 shares, respectively		50			49
Additional paid-in capital		1,414,855			1,406,935
Unamortized deferred stock-based compensation		(2,433	)		(2,422	)
Accumulated deficit		(806,074	)		(824,251	)
Accumulated other comprehensive income		578			712
Total stockholders’ equity		606,976			581,023
Total liabilities and stockholders’ equity	$	990,748		$	950,032

Palm’s fiscal periods are generally 13 weeks in length and end on a Friday. For presentation purposes, the periods are presented as ending on Aug. 31, Nov. 30, Feb. 28 and May 31.

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Palm, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

	Three Months Ended
	August 31, 2005			August 31, 2004
Cash flows from operating activities:
Net income	$	18,177		$	19,594
Adjustments to reconcile net income to net cash provided by operating activities :
Depreciation		3,976			4,690
Amortization		2,874			2,339
Deferred income taxes		(577	)		—
Changes in assets and liabilities:
Accounts receivable		11,671			(12,552	)
Inventories		(2,724	)		(5,122	)
Prepaids and other		(570	)		994
Accounts payable		3,276			15,559
Accrued restructuring		(1,204	)		(4,887	)
Other accrued liabilities		13,575			10,722
Net cash provided by operating activities		48,474			31,337
Cash flows from investing activities:
Purchases of property and equipment		(6,906	)		(2,760	)
Sale of restricted investments		—			400
Purchases of short-term investments		(71,351	)		(82,466	)
Sale of short-term investments		42,036			47,564
Net cash used in investing activities		(36,221	)		(37,262	)
Cash flows from financing activities:
Proceeds from issuance of common stock; employee stock plans		7,180			8,822
Net cash provided by financing activities		7,180			8,822
Change in cash and cash equivalents		19,433			2,897
Cash and cash equivalents, beginning of period(1)		128,164			98,569
Cash and cash equivalents, end of period(1)	$	147,597		$	101,466
Other cash flow information:
Cash paid for income taxes	$	241		$	859
Cash paid for interest	$	883		$	907

 

⁽¹⁾ In the third quarter of fiscal year 2005, the Company began to classify its investment in auction-rate securities as short-term investments. These investments were included in cash and cash equivalents in previous periods ($109.5 million at August 31, 2004 and $104.5 million at May 31, 2004), and such amounts have been reclassified in the accompanying financial statements to conform to the current period classification. This change in classification had no effect on the amounts of total current assets, total assets, net income or cash flow from operations of the Company.

Palm’s fiscal periods are generally 13 weeks in length and end on a Friday. For presentation purposes, the periods are presented as ending on Aug. 31, Nov. 30, Feb. 28 and May 31.

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