Form 8-K PEERLESS SYSTEMS CORP For: Dec 15

�UNITED STATES

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

�

December 15, 2014

Date of Report (Date of earliest event reported)

�

PEERLESS SYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)

�

Delaware (State of Incorporation)

0-21287 (Commission File Number)

95-3732595 (IRS Employer Identification Number)

�

�

�

1055 Washington Blvd., 8^th Floor

Stamford, CT 06901

(Address of principal executive offices) (Zip Code)

�

(203) 350-0040

(Registrants 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:

�

	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 the 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))

�������

��

�

�

Item�2.02.��Results of Operations and Financial Condition.

�

On December 15, 2014, Peerless Systems Corporation (the Company) issued a press release announcing results for its third fiscal quarter ended October 31, 2014.��A copy of the press release is attached as Exhibit�99.1 to this Report.

�

The information in this Item 2.02 and the exhibit attached hereto shall not be deemed filed for the purposes of Section�18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this Report.

�

Item�9.01.��� Financial Statements and Exhibits.

�

(d)�Exhibits.

�

Exhibit	�	�
Number	�	Description
�	�	�
99.1	�	Press release dated December 15, 2014.

�

�

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.

�

�	PEERLESS SYSTEMS CORPORATION
�	�	�	�
�	�	�	�
Date:��December 15, 2014	By:��	/s/ Yi Tsai
�	�	Name:��	Yi Tsai
�	�	Title:��	Chief Financial Officer

�

Exhibit 99.1

�

�	�
�	�
For Immediate Release:	�
�	�
�	�
Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0045	�

�

�

Peerless Systems Announces Results for the Third Quarter ended October 31, 2014

�

Stamford, Connecticut December 15, 2014  Peerless Systems Corporation (Nasdaq: PRLS) today reported financial results for its third fiscal quarter and first nine months of fiscal 2015 that ended October 31, 2014.

�

As previously announced, we completed the Deer Valley acquisition on October 6, 2014 in which we acquired approximately 80% of the issued and outstanding shares of Deer Valley for an aggregate purchase price of $3,681,900. In connection with the Deer Valley acquisition, we recognized a gain on bargain purchase of approximately $3.6 million during our fiscal third quarter that ended October 31, 2014 which is a non-taxable event.

�

Deer Valleys fiscal year ends each year on the Saturday closest to December 31^st and its fiscal quarters end approximately one month prior to our reporting periods. Its financial statements are reflected in our consolidated financial statements utilizing a one month lag.��Therefore, since Deer Valleys recent quarter ended on September 27, 2014, prior to the consummation of the transaction, Deer Valley is only included in our Unaudited Condensed Consolidated Balance Sheets at October 31, 2014 and not in Peerless Unaudited Condensed Consolidated Statements of Operations for the three months and nine months ended October 31, 2014.

�

Third Quarter Results

�

Revenues were $458,000 for the three months ended October 31, 2014, compared to $920,000 for the three months ended October 31, 2013.� This 50% decrease in revenue is primarily attributable to a large customer whose revenue dropped�significantly during the three months ended October 31, 2014 when compared to the same period in 2013. The 50% decrease in revenue is also attributable in part to the declining revenue trajectory from our other OEM customers.�

�

Product licensing costs were negative $39,000 for the three months ended October 31, 2014, primarily resulting from an $82,000 adjustment made during this period relating to a block license where the originally projected product mix included the assumption that a greater percentage of the products sold would include third party technology. However, the actual product mix included much less third party technology than what was included in the original projections. Without the effect of this adjustment, product licensing costs would have been $43,000 or 9.4% of revenues for the three months ended October 31, 2014, compared to $86,000 or 9.3% of revenues for the three months ended October 31, 2013.

�

Income from operations was $155,000 for the three months ended October 31, 2014, compared to $111,000 for the three months ended October 31, 2013. Despite a 50% drop in revenue, Peerless had a 39% increase in income from operation which is partly attributable to lower operating expenses.� In addition, for the three months ended October 31, 2013, operating expenses included $393,000 in stock-based compensation in connection with the restricted stock award granted to our Chairman and Chief Executive Officer on July 11, 2013.

�

Other income, net�was $15,000 for the three months ended October 31, 2014,�as compared to�a loss of $372,000 for the three months ended October 31, 2013. This difference is primarily due to realized losses on marketable securities. There was no realized loss on sales of marketable securities for the three months ended October 31, 2014 as compared to a realized loss of $376,000 for the three months ended October 31, 2013.

�

Our net income for the three months ended October 31, 2014 was approximately $4,010,000 or $1.57 per basic share and $1.49 per diluted share, compared to a net loss of approximately $259,000, or $0.10 per basic and diluted share, for the three months ended October 31, 2013. Excluding the effect of the gain on bargain purchase, our net income for the three months ended October 31, 2014 would have been $412,000 or $0.16 per basic share and $0.15 per diluted share.

��

�

Fiscal 2015 First Nine Months Results

�

Revenues were $1,574,000 for the nine months ended October 31, 2014, compared to $2,868,000 for the nine months ended October 31, 2013.� This 45% decrease in revenue is primarily attributable to a large customer whose revenue dropped�significantly during the nine months ended October 31, 2014 when compared to the same period in 2013. The 45% decrease in revenue is also attributable in part to the declining revenue trajectory from our other OEM customers.

�

Product licensing costs were $61,000 or 3.9% of revenue for the nine months ended October 31, 2014, compared to $257,000 or 9.0% of revenue for the nine months ended October 31, 2013. During the nine month period ended October 31, 2014 and 2013, there were adjustments, primarily related to block licenses sold in prior years, made in the amount $106,000 and $32,000 to reduce such costs, respectively. Without the effect of these adjustments, product licensing costs would have been $167,000 or 10.6% of revenue for the nine months ended October 31, 2014, compared to $289,000 or 10.1% of revenue for the nine months ended October 31, 2013.

�

Income from operations was $581,000 for the nine months ended October 31, 2014, compared to $883,000 for the nine months ended October 31, 2013. �This 34% decrease in income from operation is primarily attributable to the 45% drop in revenue during the nine months ended October 31, 2014 when compared to the prior year. For the nine months ended October 31, 2013, operating expenses included $706,000 in stock-based compensation in connection with the restricted stock award granted to our Chairman and Chief Executive Officer.

�

Other loss, net�was a loss of $106,000 for the nine months ended October 31, 2014,�as compared to�a loss of $1,488,000 for the nine months ended October 31, 2013, due to lower realized losses on sales of marketable securities in the current period.

�

Our net income for the nine months ended October 31, 2014 was approximately $4,196,000 or $1.65 per basic and $1.57 per diluted share, compared to a net loss of approximately $524,000, or $0.19 per basic and diluted share, for the nine months ended October 31, 2013. Excluding the effect of the gain on bargain purchase our net income for the nine months ended October 31, 2014 would have been $599,000 or $0.24 per basic share and $0.22 per diluted share.

�

About Peerless Systems Corporation

�

Founded in 1982, Peerless historically licensed imaging and networking technologies to the digital document markets. Effective October 31, 2008, Peerless sold its imaging and networking technologies and certain other assets to Kyocera-Mita Corporation.��Peerless retains certain rights to continue licensing these technologies to customers in the digital document markets.��Peerless is seeking to maximize the value of its licensing business and is exploring various alternatives to enhance stockholder value, potentially through establishing�a new venture or�acquiring an existing business, as well as through other investment opportunities.

�

About Deer Valley Corporation

�

Deer Valley, through its wholly owned subsidiaries Deer Valley Homebuilders, Inc. and Deer Valley Financial Corp., designs and manufactures factory built homes, and provides dealer inventory-secured financing, and warranty and repair services for its factory built homes. Deer Valleys manufacturing plant located in Guin, Alabama, produces homes which are marketed in 14 states through a network of independent dealers, builders, developers and government agencies located primarily in the southeastern and south central regions of the United States. Inventory secured loan financing is offered to qualified retail dealers and developers, through DVFC, for homes Deer Valley manufactures.

�

Safe Harbor Statement Under the U.S. Private Securities Litigation Reform Act of 1995

�

Some statements included in this news release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, and, therefore, involve uncertainties or risks that could cause actual results to differ materially there from.��These statements may contain words such as "desires," "believes," "anticipates," "plans," "expects," "intends," "estimates" or similar expressions.��These statements are not guarantees of the Company's future performance and are subject to risks, uncertainties and other important factors that could cause actual performance or achievements to differ materially from those expressed or implied by these forward-looking statements.��Such statements include, but are not limited to, the Companys ability to maximize the value of its licensing business or to enhance stockholder value, potentially through establishing�a new venture or�acquiring an existing business, or through other investment opportunities. Additional information regarding factors that could cause results to differ materially from management's expectations is found in the section entitled "Risk Factors" in the Company's 2014 Annual Report on Form 10-K�filed with the SEC on April 30, 2014, as well as risks discussed in Deer Valleys Annual Report on Form 10-K filed with the SEC on March 20, 2014.��The Company intends that the forward-looking statements included herein be subject to the above-mentioned statutory safe harbors. Investors are cautioned not to rely on forward-looking statements.��The Company disclaims any obligation to update forward-looking statements.

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PEERLESS SYSTEMS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per share amounts)

���

�

�

�

Three Months Ended

�

�

Nine Months Ended

�

�

�

October 31,

�

�

October 31,

�

�

�

2014

�

�

2013

�

�

2014

�

�

2013

�

Revenues

�

$

458

�

�

$

920

�

�

$

1,574

�

�

$

2,868

�

Cost of revenues

�

�

(39

)

�

�

86

�

�

�

61

�

�

�

257

�

Gross margin

�

�

497

�

�

�

834

�

�

�

1,513

�

�

�

2,611

�

Operating expenses

�

�

342

�

�

�

723

�

�

�

932

�

�

�

1,728

�

Income from operations

�

�

155

�

�

�

111

�

�

�

581

�

�

�

883

�

Gain on bargain purchase

�

�

3,597

�

�

�

-

�

�

�

3,597

�

�

�

-

�

Other income (loss), net

�

�

15

�

�

�

(372

)

�

�

(106

)

�

�

(1,488

)

Income (loss) before income taxes

�

�

3,767

�

�

�

(261

)

�

�

4,072

�

�

�

(605

)

Benefit from income taxes

�

�

(243

)

�

�

(2

)

�

�

(124

)

�

�

(81

)

Net income (loss)

�

$

4,010

�

�

$

(259

)

�

$

4,196

�

�

$

(524

)

Basic earnings (loss) per share

�

$

1.57

�

�

$

(0.10

)

�

$

1.65

�

�

$

(0.19

)

Diluted earnings (loss) per share

�

$

1.49

�

�

$

(0.10

)

�

$

1.57

�

�

$

(0.19

)

Weighted average common shares - outstanding  basic

�

�

2,560

�

�

�

2,638

�

�

�

2,549

�

�

�

2,768

�

Weighted average common shares - outstanding  diluted

�

�

2,699

�

�

�

2,638

�

�

�

2,672

�

�

�

2,768

�

�

�

�

PEERLESS SYSTEMS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

�

�

�	�	October 31, 2014		�	�	January 31, 2014		�
�	�	�	�	�	�	�	�	�
ASSETS	�	�	�	�	�	�	�	�
Current assets:	�	�	�	�	�	�	�	�
Cash and cash equivalents	�	$	11,588	�	�	$	7,962	�
Marketable securities	�	�	149	�	�	�	4,301	�
Trade accounts receivable, net	�	�	2,575	�	�	�	1,186	�
Inventory	�	�	1,782	�	�	�	-	�
Deferred tax assets	�	�	583	�	�	�	137	�
Inventory finance notes receivable	�	�	2,146	�	�	�	-	�
Income tax receivable	�	�	367	�	�	�	416	�
Prepaid expenses and other current assets	�	�	220	�	�	�	58	�
Total current assets	�	�	19,410	�	�	�	14,060	�
Fixed Assets:	�	�	�	�	�	�	�	�
Property, plant and equipment, net	�	�	2,131	�	�	�	-	�
Other Assets:	�	�	�	�	�	�	�	�
Inventory finance notes receivable, net	�	�	1,672	�	�	�	-	�
Deferred tax assets	�	�	660	�	�	�	-	�
Other assets	�	�	20	�	�	�	6	�
Total other assets	�	�	2,352	�	�	�	6	�
Total assets	�	$	23,893	�	�	$	14,066	�
�	�	�	�	�	�	�	�	�
LIABILITIES AND STOCKHOLDERS EQUITY	�	�	�	�	�	�	�	�
�	�	�	�	�	�	�	�	�
Current liabilities:	�	�	�	�	�	�	�	�
Current maturities on long term debt	�	$	126	�	�	$	-	�
Revolving credit loans	�	�	700	�	�	�	-	�
Accounts payable	�	�	678	�	�	�	15	�
Accrued expenses	�	�	2,363	�	�	�	268	�
Accrued warranties	�	�	1,205	�	�	�	-	�
Other current liabilities	�	�	-	�	�	�	1,371	�
Total current liabilities	�	�	5,072	�	�	�	1,654	�
Long term liabilities:	�	�	�	�	�	�	�	�
Long-term debt, net of current maturities	�	�	722	�	�	�	-	�
Tax liabilities	�	�	-	�	�	�	285	�
Total long term liabilities	�	�	722	�	�	�	285	�
Total liabilities	�	�	5,794	�	�	�	1,939	�
�	�	�	�	�	�	�	�	�
Equity:	�	�	�	�	�	�	�	�
Common stock, $.001 par value, 30,000 shares authorized, 19,703 issued at October 31, 2014 and 19,680 at January 31, 2014	�	�	20	�	�	�	20	�
Additional paid-in capital	�	�	58,711	�	�	�	58,535	�
Retained earnings	�	�	9,964	�	�	�	5,768	�
Accumulated other comprehensive income (loss), net of taxes	�	�	4	�	�	�	(134	)
Treasury stock, 17,044 at October 31, 2014 and 16,910 at January 31, 2014	�	�	(52,606	)	�	�	(52,062	)
Total Peerless Systems Corporation stockholders equity	�	�	16,093	�	�	�	12,127	�
Noncontrolling interest	�	�	2,006	�	�	�	-	�
Total equity	�	�	18,099	�	�	�	12,127	�
Total liabilities and equity	�	$	23,893	�	�	$	14,066	�

��

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