-----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, KFjdGOJkobfFE+R/EXBvU0UUSRRmAM81F/PFeKO2q2JtJN7rkxw4HzQxxVHiTo3G kFG8yXpgbdVVloFgIKLT6w== 0000891554-02-003931.txt : 20020617 0000891554-02-003931.hdr.sgml : 20020617 20020617171600 ACCESSION NUMBER: 0000891554-02-003931 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020529 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEOWORKS /CA/ CENTRAL INDEX KEY: 0000922285 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942920371 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23926 FILM NUMBER: 02680866 BUSINESS ADDRESS: STREET 1: 960 ATLANTIC AVENUE CITY: ALAMEDA STATE: CA ZIP: 94501 BUSINESS PHONE: 5108141660 8-K 1 d50898_8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (date of earliest event reported): May 29, 2002 GEOWORKS CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-23926 94-2920371 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 6550 Vallejo Street, Suite 102 Emeryville, CA 94608 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (510) 428-3900 1 Items 1-4. Not Applicable. Item 5. Other Events. On May 29, 2002, Geoworks Corporation, a Delaware corporation (the "Registrant"), issued a press release entitled "Geoworks Reports Financial Results for Fourth Fiscal Quarter and Fiscal Year Ended March 31, 2002 and Provides Guidance." The text of the press release is filed herewith as Exhibit 99.1 and incorporated herein by this reference. The press release announced the Registrant's financial results for the fourth quarter and fiscal year ended March 31, 2002, provided guidance with respect to future operating results and reported on the Registrant's ongoing efforts to sell certain assets. The press release stated the Registrant expects that the opinion of its independent auditors with respect to the consolidated financials statements for its fiscal year ended March 31, 2002 will express uncertainty about the Registrant's ability to continue as a going concern. The press release also contained cautionary statements identifying important factors that could cause actual results of the Registrant to differ materially from those described in forward-looking statements of the Registrant made therein. Item 6. Not Applicable. Item 7. Exhibits. 99.1 Press Release dated May 29, 2002. Item 8. Not Applicable. Item 9. Not Applicable. 2 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 thereunto duly authorized. Date: June 17, 2002 Geoworks Corporation By: /s/ Timothy J. Toppin --------------------------------------- Timothy J. Toppin Vice President, Chief Financial Officer and Secretary 3 EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated May 29, 2002. 4 EX-99.1 3 d50898_ex99-1.txt PRESS RELEASE DATED MAY 29, 2002 EXHIBIT NO. 99.1 - -------------------------------------------------------------------------------- Contact Tim Toppin +1 (510) 428-3900 ext. 317 ttoppin@geoworks.com - -------------------------------------------------------------------------------- Geoworks Reports Financial Results for Fourth Fiscal Quarter and Fiscal Year Ended March 31, 2002 and Provides Guidance EMERYVILLE, Calif., May 29, 2002 -- Geoworks Corporation (Nasdaq: GWRX) today reported financial results for the quarter and fiscal year ended March 31, 2002. The Company also provided guidance regarding projected future operating results and reported on its efforts to sell assets and resolve contractual obligations resulting from the Company's reorganization announced January 29, 2002. Financial Results for the Fourth Fiscal Quarter ended March 31, 2002 Revenue for the fourth fiscal quarter ended March 31, 2002 was $2,430,000, a decrease of 39% as compared to the third quarter ended December 31, 2001. This decrease is consistent with the Company's exit from the software products business as announced in the reorganization. Software and related services revenue was $135,000 in the fourth fiscal quarter, a decrease of $2.1 million, or 94%, as compared to the third fiscal quarter. Software and related services revenue in the quarter ended December 31, 2001 had included $1,750,000 in licensing and royalties received in connection with the conclusion of a single software contract. Professional services revenue in the fourth fiscal quarter was $2,295,000, an increase of $567,000 or 33%, as compared to the third fiscal quarter. This increase is primarily due to the recognition of approximately $500,000 of fees related to services performed over the last 24 months that did not become contractually payable until January 2002. Total operating expenses for the quarter ended March 31, 2002 were $3,951,000. Operating expenses, excluding amortization, restructuring charges and the write down of goodwill and other long-lived assets, decreased $1,376,000, or 31%, to $3,070,000 in the quarter ended March 31, 2002 as compared to the quarter ended December 31, 2001. This decrease is primarily the result of the Company reorganization announced in January 2002. Restructuring charges for the quarter were $581,000, net of certain reversals. The net restructuring charges included severance and benefits of $845,000 and lease terminations costs for the Company's New Jersey facility of $767,000 resulting from the January 2002 reorganization. In this reorganization the Company terminated 40 employees, approximately 45% of its workforce, including all of the employees in New Jersey supporting the AirBoss Application Platform. These restructuring costs from the January 2002 reorganization were partially offset by the reversal of approximately $1,000,000 of restructuring liabilities for lease and service contract terminations resulting from the renegotiation or resolution of certain liabilities that had been recorded primarily as a result of a previous reorganization in June 2001. The Company recorded other income of $500,000 in the quarter as a result of the sale of several patents. 1 EXHIBIT NO. 99.1 The reported net loss for the fourth fiscal quarter was $1,000,000, or $0.04 per share, compared with a net loss of $13,992,000, or $0.59 per share, in the third fiscal quarter, and a net loss of $6,174,000, or $0.27 per share, in the fourth fiscal quarter a year ago. Financial Results for Fiscal Year 2002 Revenue for the fiscal year ended March 31, 2002 was $11,694,000, a 29% decrease as compared to the prior fiscal year. The decrease is primarily due to reduced software and related services revenue and this was a primary factor in the Company's exit from the software products business. Software and related services revenues decreased $4.1 million as compared to the prior fiscal year. Professional services revenues decreased $784,000, or 9%, as compared to the prior fiscal year, primarily due to reduced budgets for such services from the Company's two principal professional services customers. Total operating expenses for the fiscal year ended March 31, 2002 were $58,842,000. Operating expenses, excluding amortization, restructuring costs, purchased in-process research and development and the write-down of goodwill and other long-lived assets, were $22.8 million in fiscal year 2002, a 28% reduction as compared to $31.6 million in the prior fiscal year as the Company reorganized and restructured operations in the face of reduced revenues and limited financial resources. As a result of reorganization and restructuring during the fiscal year, the Company recorded restructuring charges of $3,272,000. The write-down of goodwill and other long-lived assets for the year, $27,557,000, includes related impairment charges as well as $24.2 million to write-down a portion of the goodwill and other intangibles resulting from the AirBoss acquisition in July 2000. Other income for the year includes $4.0 million in other income resulting from the sale of the Company's investment in Wink Communications and related derivatives as well as the $500,000 recorded in the quarter ended March 31, 2002 as a result of the sale of several patents. The reported net loss for the fiscal year ended March 31, 2002 was $42,600,000, or $1.81 per share, compared with a net loss of $21,058,000, or $0.99 per share, in the prior year. Other As announced on January 29, 2002 and discussed in the Company's Form 10-Q filed on February 14, 2002, Geoworks continues to explore the sale of non-strategic assets and to reduce costs in order to conserve resources. As noted above, several patents were sold during the fourth quarter and the Company has terminated the lease of its former New Jersey facility. In addition, the Company headquarters have been relocated to a significantly smaller office space in Emeryville and the Company expects to conclude negotiations in the near future regarding lease termination of the former Alameda facility. As of March 31, 2002, the employee terminations announced January 29, 2002 were complete and operations now consist entirely of personnel supporting the professional services business. 2 EXHIBIT NO. 99.1 As a result of the reorganization, operating expenses, excluding amortization, are projected to decrease to between $1.5 and $1.7 million in the quarter ending June 30, 2002. Total revenues for the quarter are also projected to decrease to between $800,000 and $1,000,000. As of March 31, 2002, Geoworks had $3.1 million in cash and investments. The Company expects to use between $1.4 and $1.8 million in cash in the quarter ended June 30, 2002, including payments for various lease and contract terminations resulting from the reorganization. In the following quarter, the Company's cash requirements are expected to be primarily for operations and are projected to be significantly less than those of the quarter ended June 30, 2002. The Company's future capital needs remain highly dependent on the success of its efforts to realize the value of the professional services business by, among other things, adding customers, increasing revenues and adding the personnel necessary to support those customers. As the Company's projections of future cash needs and cash flows are subject to substantial uncertainty, the Company expects that the opinion of its independent auditors, with respect to the consolidated financials statements for the year ended March 31, 2002, will express uncertainty about the Company's ability to continue as a going concern. About Geoworks Geoworks Corporation is a provider of leading-edge software design and engineering services to the mobile and handheld device industry. With nearly two decades of experience developing wireless operating systems, related applications and wireless server technology, Geoworks has worked with industry leaders in mobile phones and mobile data applications including Mitsubishi Electric Corporation and Nokia. Based in Emeryville, California, the Company also has a European development center in the United Kingdom. Additional information can be found on the World Wide Web at http://www.geoworks.com. This press release contains forward-looking statements within the meaning of the federal securities laws including statements regarding Geoworks' current expectations. These statements involve risks and uncertainties that could cause actual results and events to differ materially from those currently expected or desired, including risks related to delisting and illiquidity, the operation of its professional services business, the ongoing downturn in the telecom industry, and adverse economic conditions. Additional discussion of these and other factors affecting the Company's business and prospects is contained in the Company's periodic filings with the Securities and Exchange Commission, including its quarterly report on form 10-Q for its third fiscal quarter ended December 31, 2001. 3 EXHIBIT NO. 99.1 GEOWORKS CORPORATION Condensed Consolidated Statements of Operations (unaudited) (in thousands, except per share data)
Three Months Ended Year Ended -------------------- --------------------- March 31, March 31, March 31, March 31, 2002 2001 2002 2001 --------- --------- --------- --------- Net revenues: Professional services $ 2,295 $ 2,342 $ 7,559 $ 8,343 Software and related services 135 2,427 4,135 8,222 -------- -------- -------- -------- Total net revenues 2,430 4,769 11,694 16,565 Operating expenses: Cost of professional services 1,025 1,308 4,575 4,768 Cost of software and related services 6 725 592 1,967 Sales and marketing 478 2,585 5,785 8,607 Research and development 808 2,702 7,674 9,202 General and administrative 753 1,704 4,160 7,079 Amortization of goodwill and other intangibles 300 2,029 5,227 5,410 Write-down of goodwill and other long-lived assets -- -- 27,557 -- Purchased in-process research and development -- -- -- 1,378 Restructure charges 581 -- 3,272 -- -------- -------- -------- -------- Total operating expenses 3,951 11,053 58,842 38,411 -------- -------- -------- -------- Operating loss (1,521) (6,284) (47,148) (21,846) Other income (expense): Other income 500 -- 4,494 265 Interest income 26 164 191 840 Interest expense (1) (4) (8) (4) -------- -------- -------- -------- Loss before income taxes (996) (6,124) (42,471) (20,745) Provision for income taxes 4 50 129 313 -------- -------- -------- -------- Net income (loss) $ (1,000) $ (6,174) $(42,600) $(21,058) ======== ======== ======== ======== Net income (loss) per share - Basic and Diluted $ (0.04) $ (0.27) $ (1.81) $ (0.99) ======== ======== ======== ======== Shares used in per share computation Basic and Diluted 23,576 23,160 23,555 21,190 ======== ======== ======== ========
4 EXHIBIT NO. 99.1 GEOWORKS CORPORATION Condensed Consolidated Balance Sheets (unaudited) (in thousands) March 31, March 31, 2002 2001 --------- --------- ASSETS Current assets Cash and cash equivalents $ 3,136 $13,713 Accounts receivable 823 2,769 Prepaid expenses and other current assets 362 538 ------- ------- Total current assets 4,321 17,020 Property and equipment, net 405 3,576 Long-term investments and derivative instruments 2 4,038 Goodwill and other intangible assets, net 2,001 31,556 Other assets -- 73 ------- ------- $ 6,729 $56,263 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 554 $ 2,374 Accrued liabilities 2,310 2,874 Deferred revenue 424 1,128 Current portion of capital lease obligations -- 28 ------- ------- Total current liabilities 3,288 6,404 Capital lease obligations -- 128 Other accrued liabilities 144 -- Stockholders' equity 3,297 49,731 ------- ------- $ 6,729 $56,263 ======= ======= # # # 5 -----END PRIVACY-ENHANCED MESSAGE-----