UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C.  20549


Form 10-K


(Mark
One)





þ
            ANNUAL REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
the fiscal year ended January 31, 2010


OR





o
            TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
the transition period
from          to





Commission
file number: 000-21287


Peerless
Systems Corporation


(Exact
Name of Registrant as Specified in Its Charter)


Delaware
            
            95-3732595(State or Other Jurisdiction of
            
            (I.R.S. EmployerIncorporation or Organization)
            
            Identification No.)2361
      Rosecrans Avenue Suite
    440, El Segundo, CA
            
            90245(Address of Principal Executive Offices)
            
            (Zip Code)


(310) 536-0908


(Registrant’s telephone number,
including area code)


Securities
registered pursuant to Section 12(b) of the Act:





Title
      of Each Class
                
                Name
      of Each Exchange on which RegisteredCommon
      Stock, $0.001 par value
                
                The
      NASDAQ Stock Market LLC





Securities
registered pursuant to Section 12(g) of the Act: None


Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yeso
     Noþ




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yeso
     Noþ




Indicate
by check mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  YesþNoo





Indicate
by checkmark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).    Yes  ̈No  ̈





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.þ





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one):





Large
accelerated filero          Accelerated
filero      Non-accelerated filero         Smaller reporting
companyþ





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).


Yeso
     Noþ





The
aggregate market value of the registrant’s common equity held by non-affiliates
was approximately $27,489,164 as of July 31, 2009, based upon the last sale
price of our common stock on the Nasdaq Capital Market on such
date.





The
number of shares of Common Stock outstanding as of April 15, 2010 was
16,019,496.





DOCUMENTS
INCORPORATED BY REFERENCE


Part III
of this report incorporates certain information by reference from the
registrant’s proxy statement for the annual meeting of stockholders, which proxy
statement will be filed no later than 120 days after the close of the
registrant’s fiscal year ended January 31, 2010.





TABLE
OF CONTENTS





PART
      I
                                                              
                                                              1Item
      1.  Business
                                                              
                                                              1Item
      1A.  Risk Factors
                                                              
                                                              6Item
      1B.  Unresolved Staff Comments
                                                              
                                                              11Item
      2.  Properties
                                                              
                                                              11Item
      3.  Legal Proceedings
                                                              
                                                              12Item
      4.  Removed and Reserved
                                                              
                                                              12PART
      II
                                                              
                                                              13Item
      5.  Market for Registrant’s Common Equity, Related Stockholder
      Matters and Issuer Purchases of Equity Securities
                                                              
                                                              13Item
      6.  Selected Financial Data
                                                              
                                                              13Item
      7.  Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
                                                              
                                                              14Item
      7A.  Quantitative and Qualitative Disclosures About Market
      Risk
                                                              
                                                              20Item
      8.  Financial Statements and Supplementary Data
                                                              
                                                              20Item
      9.  Changes in and Disagreements with Accountants on Accounting
      and Financial Disclosure
                                                              
                                                              20Item
      9A.  Controls and Procedures
                                                              
                                                              21Item
      9(T).  Other Information
                                                              
                                                              22PART
      III
                                                              
                                                              22Item
      10.  Directors, Executive Officers and Corporate
      Governance
                                                              
                                                              22Item
      11.  Executive Compensation
                                                              
                                                              22Item
      12.  Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters
                                                              
                                                              23Item
      13.  Certain Relationships and Related Transactions, and
      Director Independence
                                                              
                                                              23Item
      14.  Principal Accountant Fees and Services
                                                              
                                                              23PART
      IV
                                                              
                                                              24Item
      15.  Exhibits and Financial Statement Schedules
                                                              
                                                              24INDEX
      TO CONSOLIDATED FINANCIAL STATEMENTS
                                                              
                                                              F-1




EXHIBIT
      21
            Registrant’s Wholly-Owned
      Subsidiaries


EXHIBIT
      23.1
            Consent of Independent
      Registered Public Accounting
Firm


EXHIBIT
      31.1
            Certification
      of Chief Financial Officer and Acting Chief Executive
    Officer


EXHIBIT
      32
            Certification
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002










FORWARD-LOOKING
STATEMENTS





Statements
made by us in this report and in other reports and statements released by us
that are not historical facts may constitute “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”) and Section 21 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).  These forward-looking statements are
necessarily estimates reflecting the judgment of our senior management based on
our current estimates, expectations, forecasts and projections and include
comments that express our current opinions about trends and factors that may
impact future operating results.  Disclosures that use words such as
“believe,” “anticipate,” “estimate,” “intend,” “could,” “plan,” “expect,”
“project” or the negative of these, as well as similar expressions, are intended
to identify forward-looking statements.  These statements are not
guarantees of future performance, rely on a number of assumptions concerning
future events, many of which are outside of our control, and involve known and
unknown risks and uncertainties that could cause our actual results, performance
or achievement, or industry results, to differ materially from any future
results, performance or achievements, expressed or implied by such
forward-looking statements.  We discuss such risks, uncertainties and
other factors which could cause results to differ materially from management’s
expectations throughout this report and specifically under the caption “Risk
Factors” in Part I, Item 1A below.  Any such forward-looking
statements, whether made in this report or elsewhere, should be considered in
the context of the various disclosures made by us about our businesses
including, without limitation, the risk factors discussed below.





We intend
that the forward-looking statements included herein be subject to the
above-mentioned statutory safe harbor.  Investors are cautioned not to
rely on forward -looking statements.  Except as required under the
federal securities laws and the rules and regulations of the U.S. Securities and
Exchange Commission (the “SEC”), we do not have any intention or obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events, changes in assumptions, or
otherwise.








PART
I





Item 1.  Business





Company
Overview





Peerless
Systems Corporation (referred to herein as “Peerless,” the “Company,” “we,”
“our” or “us”) licenses and sells imaging and networking technologies and
components to the digital document markets, which include original equipment
manufacturers (“OEMs”) of color and monochrome printers and multifunction office
products.  We license software-based imaging and networking technology
for controllers in embedded, attached and stand-alone digital document products
such as printers, copiers, and multifunction products (“MFPs”) of
OEMs.





We were
incorporated in California in 1982 and reincorporated in Delaware in
September 1996.





Historically,
we developed controller products and applications for sale to
OEMs.  In order to process digital text and graphics, digital document
products rely on a core set of imaging software and supporting electronics,
collectively known as a digital imaging system.  Digital document
products include monochrome (black and white) and color printers, copiers, fax
machines and scanners, as well as MFPs that perform a combination of these
imaging functions.  Our historical business has consisted of (i)
products with Peerless developed Intellectual Property, (ii) products based upon
an agreement with Novell Inc. (“Novell”) to license and support the Novell
Embedded Systems Technology (“NEST”) Office Software Developers Kit (“SDK”),
(iii) products based upon an agreement with Adobe Systems Corporation (“Adobe”)
to bundle and sublicense Adobe’s licensed products into new products for OEMs,
and (iv) products based upon agreements with various other third
parties.  Our contract with Adobe expired on March 31, 2010. See Item
1A.  Risk Factors - Risks Related to Our Company and Our Historical
Business "We expect a decrease in our revenues for fiscal 2011"
below.





On April
30, 2008, we sold certain assets to Kyocera-Mita Corporation
(“KMC”).  In this transaction (the “KMC Transaction”), we retained
certain intellectual property and also entered into a license agreement with KMC
whereby we have the right to sublicense the technology we sold to third parties.
Following the completion of the KMC Transaction, we continue to license and
market our remaining technology and the technology licensed to us by KMC
directly to OEM customers including Konica Minolta, Oki Data, Panasonic, and
Seiko Epson.  Our embedded application solution offerings also
incorporate imaging and networking technologies developed internally or licensed
from third parties.




Since the
closing of the KMC Transaction, we have reduced our focus on our historical
business and are seeking to use our excess cash to pursue
transactions that enhance stockholder value.  We have been engaged in
efforts to identify acquisition targets that offer prospects for growth and
profitability at a reasonable price.
  As part
of this strategy, we invested in common stock and warrants of Highbury
Financial, Inc. (“Highbury”), beginning in the first quarter of fiscal
2010.  On November 25, 2009, we filed a definitive proxy statement
with the Securities and Exchange Commission to nominate one director for
election to Highbury’s board of directors and make certain stockholder corporate
governance proposals.  Highbury paid quarterly dividends of $0.05 per
share of common stock and special dividends of $1.50 and $0.9977 per share of
common stock on October 7, 2009 and April 15, 2010,
respectively.  Over the term of its investment, Peerless received
aggregate dividends of $8.1 million on its Highbury common stock.
  On
December 12, 2009, Highbury entered into a merger agreement to be acquired by a
subsidiary of Affiliated Managers Group, Inc. (“AMG”) for AMG common
stock.  On December 18, 2009, we entered into an agreement with
Highbury to withdraw our nominated director and support the AMG
transaction.  In exchange, Highbury paid us $200,000 and agreed to add
our nominee to its Board if the merger was not consummated by August 13,
2010.  Following the announcement of the transaction between Highbury
and AMG, we implemented a hedging strategy related to AMG common
stock.  The purpose of our hedging strategy was to preserve our
profits in our shares of Highbury if the price of AMG common stock fell
before the closing of the transaction.  On April 15, 2010, the
transaction was completed and our 3,070,355 shares of Highbury common stock were
converted into 230,199 shares of AMG common stock (or 0.075951794
shares of AMG common stock per Highbury share).  Our gains on our
investment in Highbury are subject to taxes at our normal corporate rate, were
reduced by the outcome of our hedging strategy and were reduced by certain
incentive compensation paid to a director and a consultant.  (See
Item 7 “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” for an unaudited estimate of our gain from the
investment.)


1





As of
January 31, 2010, we had cash, cash equivalents and marketable securities
of $54.6 million (comprised of $36.7 million in cash and $17.9 million in
marketable securities). Our cash balance consists of amounts received in the KMC
Transaction, revenues received from our operations and dividends received upon
our investment in Highbury.  As of January 31, 2010, our marketable
securities consisted of common stock of Highbury and certain hedging instruments
with respect to common stock of AMG.  As of
April 30, 2010, we owned less than $35,000 of marketable
securities.




We
continue to identify and evaluate a number of investment candidates and other
alternatives for maximizing value to stockholders.  We have also been
working with a consultant to assist the Board in identifying investment
opportunities.  In the interim, we are managing our cash reserves
to preserve our capital in the current economic
environment.  (See “Strategic Transactions” and “Interim Investment
Strategy” under “Strategy for Our Company” below.)





Services
Provided





Following
the KMC Transaction, our primary business is licensing software-based imaging
and networking systems for the digital document product
marketplace.  Licensing revenues were 85% and 69% of total revenues in
fiscal years 2010 and 2009, respectively.  Engineering services and
maintenance revenues were 15% and 31% of total revenues in fiscal 2010 and 2009,
respectively.





Our
historical business has consisted of (i) products based upon our agreement with
Novell  to license and support NEST Office SDK, and (ii) products
based upon an agreement with Adobe Systems Corporation (“Adobe”) to bundle and
sublicense Adobe’s licensed products into new products for OEMs.  Our
agreement with Adobe expired on March 31, 2010.  Subsequent to March
31, 2010, we are no longer able to license new devices with respect to our Adobe
line of business.  We will continue to collect licensing fees for the
commercial life of all Adobe related products existing as of March 31, 2010 for
the useful life of these products under our current sublicensing agreements with
customers.  However, all maintenance revenue generated from these
products will likely end on or before July 31, 2010.  We continue to
be party to a license agreement with Novell.  We expect to continue to
collect licensing fees for the useful life of the Novell related
technology.





Customers





We
currently derive substantially all of our revenues from direct sales to digital
document software product OEMs.  Two of our customers, Konica Minolta
and Novell, each generated more than 10% of our total revenues for fiscal year
2010.  Revenues from our top four customers accounted for 78% and 87%
of our total revenues for fiscal years 2010 and 2009,
respectively.  We have a sublicense agreement with Novell which has
generated substantial revenues for us.  Our license agreement with
Adobe, which expired on March 31, 2010, previously generated substantial
revenues for us through its expiration.  This agreement will only
continue to generate revenue through the commercial life of existing licensed
devices.  See Item 1A. Risk Factors – Risks Related to Our
Company and Our Historical Business - “We
expect a decrease in our revenues for fiscal 2011 due to the expiration of our
agreement with Adobe” below.





We
anticipate that our future revenues may be similarly concentrated with a limited
number of customers.  With the consummation of the KMC Transaction,
most of our prior revenue-generating agreements with KMC were terminated.KMC may continue from time
to time to sublicense third party technology from us.





Our
largest customers (greater than 10% of our total revenues) vary to some extent
from year to year as product cycles end, contractual relationships expire and
new products emerge.  Our largest customers accounted for
$2.9 million and $9.1 million of our revenues for fiscal year 2010 and
2009, respectively.





Our
licensing arrangements with our customers are based on the number of products
including our technology shipped by these customers and the life cycles of these
products.  Because we generate a large percentage of our revenues from
a small number of customers and a few products, any loss of these customers or
products would have a material adverse impact on our results of
operations.  (See Item 1A. Risk Factors – Risk Related to Our Company
and Our Historical Business – “The
future demand for our products will decline.”)


2





Market
Segments and Geographic Areas





We sell
our products and services to OEMs which produce products for the enterprise and
office sector of the digital document product market.  This market is
characterized by digital document products ranging in price from approximately
$500 to $1,000 each at the low end, to more than $50,000 at the high
end.  These products typically offer high performance, differentiated
by customized features.  As a result of these unique requirements, we
have typically addressed the office sector of the digital document product
market via direct OEM relationships with individual digital document product
manufacturers.  Our major customers in the office market in fiscal
year 2010 included Konica Minolta, Oki Data, Panasonic, Xerox International
Partners, and Seiko Epson.





Since the
majority of our OEM customers are primarily companies headquartered in Japan,
revenues from customers outside the United States accounted for 57% and 79% of
our total revenues in fiscal years 2010 and 2009, respectively.  These
customers have sold products containing our technology primarily in the North
American, Japanese, and European marketplaces.  See Note 14 to the
Consolidated Financial Statements, included herein, for revenues by geographical
region for the last three fiscal years.





All of
our contracts with international customers are denominated in U.S. dollars, and
we expect this to continue.  As a result, we do not incur material
foreign currency transaction costs in our business.





Industry
Overview





The
document imaging industry has rapidly changed.  Historically, most
electronic imaging products in the office environment were stand-alone,
monochrome machines, which were dedicated to a single print, copy, fax or scan
function.  Today’s imaging products combine printer, fax and, scan
functions in a single color MFP or All-in-One (“AiO”) devices.  These
changes in technology and end-user requirements have created new opportunities
and challenges for digital document product manufacturers.  These
challenges include customer expectations for higher performance products at
lower prices as well as the desire and ability of product manufacturers to
develop more and more technology in-house.





Technology





Digital Imaging
Products.Peerless offers software-based embedded imaging
components to OEMs of printers and MFPs.  These imaging components
increase the performance, image quality and network connectivity while lowering
the overall device cost.  Our offerings to our customers have included
the following products, most of which we sold to KMC and licensed back from KMC
in the KMC Transaction:





•
              PeerlessPrint Family of SDKsis a fully compatible Peerless implementation of HP PCL Page
      Description Languages.  The majority of PeerlessPrint sales are
      made in conjunction with other Peerless technology or third party
      technology.





•
                Peerless XPS is a
      complete embedded rendering solution for applications that use Microsoft’s
      XPS Page Description
Language.





•
                PeerlessTrapping is an
      imaging technology designed to improve print quality of color
      images.





•
                Peerless Software Print
      Server is a complete software based print server with all
      networking protocols that enables secure and reliable network print and
      scan connectivity.





•
                PeerlessNet Web Services
      SDK provides advanced device control and Microsoft Windows Vista
      support.





•
              PeerlessNet Security
      provides advanced network security functions for digital imaging
      devices.


3


Before
the KMC Transaction, our technologies generated a significant number of sales as
standalone solutions.  In fiscal 2010, we were party to license
agreements with two developers which enabled us to offer complementary
technologies developed by Adobe and Novell to our customers in bundled or single
sales.  From 1999 to March 2010, we sublicensed Adobe PostScript,
which allowed us to expand and integrate the proprietary technologies we
originally developed. Our agreement with Adobe expired on March 31,
2010.





Strategy
for Our Company





The
strategy for our historical business, which has been in place since 2007, is to
address declining demand for our core imaging technologies from our traditional
OEM customer base.  The strategy has called for the reduction of
expenses to better match anticipated revenue and maximizing the value of
core technologies.





Reduction of
Expenses.We will continue to manage our business in a manner
that aligns our operating expenses with our ongoing revenue
streams.





Core
Technologies.Although our license agreement with Adobe has
expired, we will continue to license our products with Peerless developed
intellectual property and our Novell related products to current OEM and offer
such products for sale to new customers.  We will continue to market
intellectual property which we own or to which we have licensing
rights.





Strategic
Transactions.We are exploring opportunities to deploy our
cash reserves into businesses where we believe we have a strategic
advantage.  As part of this strategy, we invested in the common stock
of Highbury.  We also continue to identify investment opportunities
that offer prospects for growth and profitability at a reasonable price.
 We are continuing to identify and evaluate a number of acquisition
candidates on an ongoing basis.  Our focus is not limited to the digital
imaging environment, nor is there a focus on the technology segments of the
market.  We may target candidates:







•
                located
      in the U.S;





•
                with
      an enterprise value of $15 to $150
million;





•
                with
      a minimum of $5 million of
EBITDA;





•
                in
      industries other than real estate development and oil and gas exploration
      and development;





•
                with
      managers who are talented, hard-working and trustworthy and whose
      interests align with our
stockholders;











•
                      in
      industries that enjoy high barriers to entry and have limited supplier
      power and/or strong franchise value with customers, because we believe
      these companies will have higher profit margins than their peers; 
      and
  •
                that
      have proven business models, are profitable and have demonstrated growth
      potential.





The
foregoing criteria are general guidelines that the Board has established in
seeking a strategic transaction, which are revised by the Board from time to
time.  The Board may determine to pursue any transaction that it
determines is in the best interest of the Company and its stockholders, whether
or not it meets such guidelines.





We will
value companies based upon assets or a multiple of operating income or EBITDA,
and not a multiple of revenue.  We have a consultant to assist the
Board in identifying and carrying out investment
opportunities.


4





Interim
Investment Strategy.The primary
objective of our investment activities is to preserve the principal of our
investments and to maintain a liquid level of investments to meet short term
capital requirements for potential investment opportunities, while at the same
time maximizing yields without significantly increasing risk. To achieve
this objective, from time to time, we maintain a portfolio of cash equivalents,
and may also invest in fixed rate debt instruments of federal, state and local
governments and high-quality corporate issuers and short-term investments in
money market funds.  We are exposed to a variety of risks in
investments, mainly a lowering of interest rates. However, we believe an
effective increase or decrease of 10% in interest rate percentages would not
have a material adverse effect on our results of operations.





Intellectual Property and Proprietary
Rights





We
protect our proprietary rights through a combination of, among other things,
trade secret, copyright and trademark laws, as well as the early implementation
and enforcement of nondisclosure and other contractual
restrictions.





As part
of the KMC Transaction, we sold substantially all of our intellectual property,
including all of our patents, to KMC and licensed this IP back from KMC on a
nonexclusive, worldwide, perpetual and royalty free basis, subject to certain
restrictions.  In the KMC Transaction, we retained certain of our
customized intellectual property that had been previously integrated into
products we licensed to third parties or specifically created for our customers
(other than KMC) after December 7, 2007.





As part
of our confidentiality procedures, we enter into written nondisclosure
agreements with our employees, consultants, prospective customers, OEMs and
strategic partners and take further affirmative steps to limit access to and
distribution of our software, intellectual property and other proprietary
information.  Despite these efforts and in the event such agreements
are not timely made, complied with or enforced, we may be unable to protect our
proprietary rights.  See Item 1A. Risk Factors. Risk Related to
our Company and our Historical Business–“If we fail to adequately protect
intellectual property or face a claim of intellectual property infringement by a
third party, we could lose our intellectual property rights or be liable for
damages.”





Competition





The
market for outsourced imaging systems for digital document products is highly
competitive and characterized by continuous pressure to enhance performance, add
functionality, reduce costs and accelerate the release of new
products.  We compete on the basis of the set of core technologies we
sublicense from third parties, technology expertise, product functionality, and
price.  Our technology primarily competes with solutions developed
internally by OEMs.  Virtually all of our OEM customers have
significant investments in their existing solutions and have the substantial
resources necessary to enhance existing products and to develop future
products.  These OEMs have or may develop competing imaging system
technologies and may implement these systems into their products, thereby
replacing our technologies, and limiting future opportunities for
us.  In fact, OEMs have increasingly been shifting away from third
party solutions in favor of in-house development.  Therefore, we are
required to persuade these OEMs that our solutions favorably compete with their
internally developed products.  We have experienced increased
difficulty in these efforts.





We will
continue to offer products and time-to-market advantages in a selected fashion
while targeting unique opportunities that we believe exceed what the OEMs are
capable of doing by using their own internal resources.  Following the
KMC Transaction, we are limited in the types of projects that we will attempt;
however, we believe that opportunities still exist.  Our product
offerings have become further limited because our license agreement with Adobe,
pursuant to which we bundled and sublicensed Adobe’s licensed products into new
products for OEMs, expired on March 31, 2010.  We also compete with
software and engineering services provided in the digital document product
marketplace by other systems suppliers to OEMs.  In this regard, we
compete with, among others, Electronics for Imaging Inc., Primax Corporation
(formerly known as Destiny Technology Corporation), Global Graphics Software
Ltd., SOFHA GmbH, Software Imaging and Zoran Corporation (formerly Oak
Technologies).  Our networking and security products compete with,
among others, Silex Technology Inc, SafeNet Inc., and RSA, a division of EMC
Corporation.


5





Employees





As of
January 31, 2010, we had a total of five employees.  None of our
employees are represented by a labor union, and we have never experienced any
work stoppage.  We believe we have good relations with our
employees.





Available
Information





Our
website address is www.peerless.com.  We make available, free of
charge through our website, our Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act as soon as reasonably practicable after such material is
electronically filed with or furnished to the SEC.





Our
filings may also be read and copied at the SEC’s Public Reference Room at 100 F
Street NE, Room 1580 Washington, DC 20549.  Information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-800-SEC-0330.  The SEC also maintains an Internet site that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC.  The address of that
website is www.sec.gov.





Item 1A.  Risk
Factors





Our short
and long term success is subject to many factors that are beyond our
control.  Stockholders and prospective stockholders in the Company
should consider carefully the following risk factors, in addition to the
information contained in this report.  This Annual Report on Form 10-K
contains “forward-looking statements,” within the meaning of Section 27A of
the Securities Act and Section 21 of the Exchange Act, which are subject to
a variety of risks and uncertainties.  Our actual results could differ
materially from those anticipated in these forward-looking statements as a
result of various factors, including those set forth below.  (See
“Forward Looking Statements” above.)





Risks
Related to Our Company and Our Historical Business





We
expect a decrease in our revenues for fiscal 2011 due to the expiration of our
agreement with Adobe.





Our
agreement with Adobe to bundle and sublicense Adobe’s licensed products into new
OEM products expired on March 31, 2010.  We are unlikely to be able to
transition our customer base to another provider.  We will only
continue to collect licensing fees for the commercial life of all Adobe related
products existing as of March 31, 2010 for the useful life of these products
under our current sublicensing agreements with customers.  We expect a
material decrease in our revenues for fiscal 2011 due to the end of this
agreement.  Our revenues from licensing products that include Adobe
technology were approximately $2.5 million and $4.8 million for fiscal 2010 and
2009, respectively.




The
future demand for our products will decline.





Our
licensing arrangements with our customers are based on the number of products
including our technology shipped by these customers and the life cycles of these
products.  Because we generate a large percentage of our revenues from
a small number of customers and a few products, any loss of these customers or
products would have a material adverse impact on our results of
operations.  There has been a general decline in the rates of growth
for the monochrome work group printer and MFP market segments in which we are
engaged.  For those product platforms that do utilize the software we
license, the competition has increased and we have experienced significant
downward price pressure.  As a result of this, OEM demand for our
solutions has declined.  This decline occurred in some cases because
the OEMs perceived that our solutions did not meet their technical
requirements.  In other cases it occurred because the OEMs either
developed the technology themselves or utilized lower cost offshore software
competitors.  Although we continue to license our current technology
and products to certain OEMs, there can be no assurance that the OEMs will
continue to need or utilize the products and technology we currently
offer.  We had an agreement with Adobe to bundle and sublicense
Adobe’s licensed products into new OEM products which expired on March 31,
2010.  This termination has substantially reduced the range of
products we are able to offer.  We believe this will materially
decrease future demand for our products.


6




We
may be subject to further government regulation, including the Investment
Company Act of 1940, which could adversely affect our operations.





Although
we are  not engaged in the business of investing, reinvesting, or
trading in securities, and Peerless does not hold itself out as being engaged in
those activities,  Peerless may be deemed to be an “inadvertent
investment company” under section 3(a)(1)(C) of the Investment Company Act of
1940, as amended (the
“Investment Company Act”),if the value of its investment securities (as
defined in the Investment Company Act) is found to be more than 40% of its total
assets (exclusive of government securities and cash and certain cash
equivalents).





Peerless
does not intend to be regulated as an investment company under the Investment
Company Act. However,
if Peerless were deemed an “investment company” requiring registration under the
Investment Company Act, applicable restrictions could make it impractical for
Peerless to continue its business as contemplated and could have a material
adverse effect on our business. In the event that Peerless were to be required
to register as an investment company under the Investment Company Act, Peerless
would be forced to comply with substantive requirements under the Act,
including:





•
              limitations
      on our ability to borrow;





•
              limitations
      on our capital structure;





•
              limitations
      on the issuance of debt and equity
securities,





•
              restrictions
      on acquisitions of interests in partner
  companies;





•
              prohibitions
      on transactions with
affiliates;





•
              prohibitions
      on the issuance of options and other limitations on our ability to
      compensate key employees;





•
              certain
      governance requirements,





•
              restrictions
      on specific investments; and





•
              reporting,
      record-keeping, voting and proxy disclosure
  requirements.





If we are
deemed an investment company subject to registration under the Investment
Company Act, compliance costs and burdens upon Peerless may increase and the
additional requirements may constrain Peerless’s ability to conduct its
business, which may adversely affect our business, results of operations or
financial condition.





The
failure of any financial institution in which we deposit funds could
significantly reduce the amount of cash we have available for our corporate
and business purposes.





We
maintain a portfolio of cash equivalents in various accounts with
nationally-recognized financial institutions.  Although we have
diversified our holdings in multiple institutions, our accounts may be uninsured
and therefore subject to loss or total forfeiture.  Financial
institutions are subject to general credit, liquidity, market and interest rate
risks, which have been exacerbated by the current financial and credit crisis
and bankruptcies which have affected various sectors of the financial markets
and led to global credit and liquidity issues.  If any of the
financial institutions in which we have deposited funds ultimately fails or
freezes redemptions of our accounts, we may lose part or all of our
investments.  The loss of part or all of our investments could
significantly reduce the amount of cash we have available for our corporate and
business purposes, which would materially and adversely affect our
operations.


7





The
industry for imaging systems for digital document products involves intense
competition and rapid technological changes, and our business will likely be
materially harmed when our competitors develop superior technology.




We
anticipate increasing competition for our color products, particularly as new
competitors develop and sell competing products.  Some of our existing
competitors, many of our potential competitors, and virtually all of our OEM
customers have substantially greater financial, technical, marketing and sales
resources than we have.  Furthermore, we are not investing in
technology to update our products.  Other competitors are likely to
develop new products which replace the products we currently
offer.  If price competition increases, competitive pressures could
require us to reduce the amount of royalties received on new
licenses.  New technology developed by our competitors and reduced
royalties will result in further losses and decrease in our market
share.





Our
licensing revenue is subject to significant fluctuations which may materially
and adversely affect our operating results.





Our
recurring licensing revenue model has shifted from per-unit royalties paid upon
OEM shipment of our product and guaranteed quarterly minimum royalties to a
model that results in revenues associated with the sale of block and perpetual
licenses.  The reliance on block licenses has occurred due to aging
OEM products in the marketplace, OEM demands in negotiating licensing
agreements, reductions in the number of OEM products shipping and a product mix
that changed from object code licensing arrangements to
SDKs.  Revenues may continue to fluctuate significantly from quarter
to quarter as the number of opportunities varies, if the signing of block
licenses are delayed or the licensing opportunities are lost to
competitors.  Any of these factors could have a material adverse
effect on our operating results.





Failure
to maintain our Nasdaq listing would adversely affect the trading price and
liquidity of our common stock.




If we are
not able to maintain compliance with Nasdaq’s listing requirements, our common
stock may be subject to removal from listing on the Nasdaq Capital
Market.  Trading in our common stock after a delisting, if any, would
likely be conducted in the over-the-counter markets in the so-called “pink
sheets” or the Over-The-Counter Bulletin Board and could also be subject to
additional restrictions.  As a consequence of a delisting, our
stockholders would find it more difficult to dispose, or obtain accurate
quotations as to the market value, of our common stock.  In addition,
a delisting would make our common stock substantially less attractive as
collateral for margin and purpose loans, for investment by financial
institutions under their internal policies or state legal investment laws or as
consideration in future capital raising transactions.





If
we fail to maintain an effective system of internal control over financial
reporting or discover material weaknesses in our internal control over financial
reporting or financial reporting practices, we may not be able to report our
financial results accurately or detect fraud, which could harm our business and
the trading price of our stock.





Effective
internal controls are necessary for us to produce reliable financial reports and
are important in our effort to prevent financial fraud.  We are
required to periodically evaluate the effectiveness of the design and operation
of our internal controls.  These evaluations may result in the
conclusion that enhancements, modifications or changes to our internal controls
are necessary or desirable.  While management evaluates the
effectiveness of our internal controls on a regular basis, we cannot provide
absolute assurance that these controls will always be effective or any assurance
that the controls, accounting processes, procedures and underlying assumptions
will not be subject to revision.  There are also inherent limitations
on the effectiveness of internal controls and financial reporting practices,
including collusion, management override, and failure of human
judgment.  Because of this, control procedures and financial reporting
practices are designed to reduce rather than eliminate business
risks.  In the future we will be required to document and test our
internal control procedures in order to satisfy the requirements of Section 404
of the Sarbanes-Oxley Act, which requires increased control over financial
reporting requirements, including annual management assessments of the
effectiveness of such internal controls and a report by our independent
registered public accounting firm addressing these assessments.  If we
fail to maintain an effective system of internal control over financial
reporting or if management or our independent registered public accounting firm
were to discover material weaknesses in our internal control over financial
reporting (or if our system of controls and audits results in a change of
practices or new information or conclusions about our financial reporting), we
may be unable to produce reliable financial reports or prevent fraud and it
could harm our financial condition and results of operations and result in loss
of investor confidence and a decline in our stock price.


8





We
receive a substantial portion of our revenues from a limited number of customers
and any adverse change in our relationships with those customers will materially
harm our business.





A limited
number of OEM customers continue to provide a substantial portion of our
revenues.  Presently, there are only a small number of OEM customers
in the digital document product market to which we can market our technology and
services.  Therefore, our ability to offset a significant decrease in
the revenues from a particular customer or to replace a lost customer is
severely limited.





During
fiscal year 2010, two customers, Konica Minolta and Novell, each generated
greater than 10% of our revenues, and collectively contributed 61% of revenues
for the year.  Block licenses for the same time period were 20% of the
Company’s revenue.





Along
with our OEM customers and third party technology suppliers, we face
increasingly intense competition within our industry, which is applying
significant downward pricing pressure on products and services.  As a
result, our OEM customers and third party technology suppliers continue to seek
lower cost alternatives.  Some of our OEM customers and third party
technology suppliers, including Adobe, have developed extensive offshore
operations in countries such as India that are capable of delivering lower cost
solutions. The ability of our OEM customers and third party technology suppliers
to provide similar offerings at a lower cost may result in them no longer
needing our services, as well as being in direct competition with us by
providing similar technologies at a lower cost to our other
customers.  This may result in us losing some of our customers and may
have a material adverse effect on our business, results of operations and future
cash flows.  See “Financial Statements – Note 16 Risks and
Uncertainties.”





If
we fail to adequately protect intellectual property or face a claim of
intellectual property infringement by a third party, we could lose our
intellectual property rights or be liable for damages.





We
protect our proprietary rights in a number of ways, including, but not limited
to, trade secret, copyright and trademark laws, early implementation and
enforcement of nondisclosure and other contractual restrictions.





As part
of the KMC Transaction, we sold substantially all of our intellectual property,
including all of our patents to KMC and executed a license agreement pursuant to
which KMC licensed the intellectual property (“IP”) back to us on a
nonexclusive, worldwide, perpetual and royalty free basis subject to certain
restrictions.  Excluded from the IP that was sold to KMC was all of
our customized intellectual property that had been previously integrated into
products or services licensed or otherwise provided by us to third parties or
specifically created for customers of ours after December 7, 2007 other
than KMC and, which, in either case, had not also been provided to or integrated
into products or services licensed to KMC, or developed pursuant to or in
connection with certain agreements with KMC.





As part
of our confidentiality procedures, we enter into written nondisclosure
agreements with our employees, consultants, prospective customers, OEMs and
strategic partners and take further affirmative steps to limit access to and
distribution of our software, intellectual property and other proprietary
information.  Despite these efforts and in the event such agreements
are not timely made, complied with or enforced, we may be unable to protect our
proprietary rights.  In any event, enforcement of our proprietary
rights may be very expensive.  Our source code also is protected as a
trade secret.  However, from time to time, we license our source code
to OEMs pursuant to protective agreements, which subjects us to the risk of
unauthorized use or misappropriation despite the contractual terms restricting
disclosure, distribution, copying and use.  In addition, it may be
possible for unauthorized third parties to obtain, distribute, copy or use our
proprietary information, or to reverse engineer our trade
secrets.


9





As the
number of patents, copyrights, trademarks and other intellectual property rights
in our industry increases, products using our technologies increasingly may
become the subject of infringement claims.  There can be no assurance
that third parties will not assert infringement claims against us in the
future.  Any such claims, regardless of merit, could be time
consuming, divert the efforts of our technical and management personnel from
productive tasks, result in costly litigation, cause product shipment delays or
require us to enter into royalty or licensing agreements.  Such
royalty or licensing agreements, if required, may not be available on terms
acceptable to us, or at all, which could have a material adverse effect on our
operating results.  In addition, we may initiate claims or litigation
against third parties for infringement of our proprietary rights or to establish
the validity of our proprietary rights.  Litigation to determine the
validity of any claims, whether or not such litigation is determined in favor of
us, could result in significant expense to us and divert the efforts of our
technical and management personnel from productive tasks.  We may lack
sufficient resources to initiate a meritorious claim.  In the event of
an adverse ruling in any litigation regarding intellectual property, we may be
required to pay substantial damages, discontinue the use and sale of infringing
products, expend significant resources to develop non-infringing technology, or
obtain licenses to infringing or substituted technology.  Our failure
to develop or license on acceptable terms a substitute technology, if required,
could have a material adverse effect on our operating results.





If
we are not in compliance with our license agreements, we may lose our rights to
sublicense technology; our competitors are aggressively pursuing the sale of
licensed third party technology.





We
currently sublicense third party technologies to our OEM customers, which
sublicenses accounted for $4.1 million and $7.9 million in revenue in fiscal
2010 and 2009, respectively.  Such sublicense agreements are
non-exclusive.  If we are determined not to be in compliance with the
agreements between us and our licensors, we may forfeit our right to sublicense
these technologies.  Likewise, if such sublicense agreements expire,
we would lose our right to sublicense the affected
technologies.  Additionally, the licensing of these technologies has
become very competitive, with competitors possessing substantially greater
financial and technical resources and market penetration than us.  As
competitors are pursuing aggressive strategies to obtain similar rights as held
by us to sublicense these third party technologies, there is no assurance that
we can remain competitive in the marketplace if one or more competitors are
successful in this strategy.





Our
international activities may expose us to risks associated with international
business.





We are
substantially dependent on our international business
activities.  Risks inherent in these international business activities
include:




•
              changes
      in the economic condition of foreign
countries;





•
              the
      imposition of government
controls;





•
              tailoring
      of products to local
requirements;





•
              trade
      restrictions;





•
              changes
      in tariffs and taxes;





•
              the
      burdens of complying with a wide variety of foreign laws and regulations;
      and





•
              major
      currency rate fluctuations, which may affect demand for our
      products, any of which could have a material adverse effect on our
      operating results.





If we are
unable to adapt to international conditions, our business may be adversely
affected.





We
rely on the services of our executive officers, whose knowledge of our business
and industry would be extremely difficult to replace.





Our
success depends to a significant degree upon the continuing contributions of our
management.  Management may voluntarily terminate their employment
with us at any time upon short notice.  The loss of key personnel
could harm our business.  Failure to retain key personnel could harm
our ability to carry out our business strategy and compete with other
companies.


10





Risk
Related to Our Acquisition Strategy





Our
current corporate strategy depends in part on our ability to successfully invest
in and/or acquire the assets or businesses of other companies.  Our
failure to complete transactions that accomplish these objectives could reduce
our earnings and reduce our cash reserves.  In addition, our
investments may be subject to substantial risk.




We
anticipate investing in and/or acquiring the assets or businesses of other
companies as part of our current growth strategy.  Potential risks
involved in such transactions include lack of necessary capital, the inability
to satisfy closing conditions, failure to identify suitable business entities
for acquisition, the inability to successfully integrate such businesses into
our operations, and the inability to make acquisitions on terms that we consider
economically acceptable.  Our ability to grow through acquisitions and
manage growth would require us to continue to invest in operational, financial
and management information systems and to attract, retain, motivate and
effectively manage our employees.  The inability to effectively manage
the integration of acquisitions could reduce our focus on subsequent
acquisitions and current operations, which, in turn, could negatively impact our
earnings and growth.  In addition, even if we do invest in or acquire
other companies, there is no guarantee that such transactions will be successful
in producing revenue or profits.




We
are pursuing an acquisition strategy which may not enhance value for
stockholders.




Since the
completion of the KMC Transaction in April 2008, we have been seeking to
redeploy our cash to enhance stockholder value and are seeking, analyzing and
evaluating potential acquisition candidates.  We are using a
value-focused investment strategy. However, we may not be able to identify any
acquisition candidate at a price we consider fair and appropriate.  If
we do identify a suitable acquisition candidate, we may not be able to
successfully and satisfactorily negotiate the terms of the
acquisition.  Furthermore, if we are successful in completing an
acquisition, the integration of the acquired business will involve a number of
risks and presents financial, managerial and operational
challenges.  Therefore, we cannot assure that our acquisition strategy
will enhance value to stockholders.




A
significant portion of our working capital could be expended in pursuing
business combinations that are not consummated.




We expect
that the investigation of each specific acquisition target and the negotiation,
drafting and execution of relevant agreements, disclosure documents, and other
instruments will require substantial time and attention and substantial costs
including, but not limited to costs, for accountants, attorneys and other
advisors. In addition, we may determine to make down payments or pay exclusivity
or similar fees in connection with structuring and negotiating business
combinations. If we decide not to further pursue a specific business
combination, the costs incurred, which may include down payments or exclusivity
or similar fees, will not be recoverable. Furthermore, even if an agreement is
reached relating to a specific acquisition target, we may fail to consummate the
transaction for any number of reasons, including those beyond our control. Any
such event will result in a loss to us of the related costs incurred, which
could materially and adversely affect our subsequent attempts to locate and
combine with another business.





Item 1B.  Unresolved
Staff Comments





None





Item 2.  Properties





We
sublease approximately 2,000 square feet for our headquarters in El Segundo,
California.  Our lease expires in February 2011.


11




Item 3.  Legal
Proceedings





The
Company is not involved in any pending legal proceedings other than routine
legal proceedings occurring in the ordinary course of business. Such other
routine legal proceedings in the aggregate are believed by management to be
immaterial to the Company’s financial condition or results of
operations.





Item 4.  Removed
and Reserved


12





PART
II


Item 5.  Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities





Our
common stock is listed on the Nasdaq Capital Market under the symbol
“PRLS”.  The following table sets forth, for the periods indicated,
the high and low sales prices for our common stock as reported on the Nasdaq
Capital Market.





Fiscal Year Ended January 31,2010
                  
                  
                  2009Quarter
                  
                  High
                  
                  
                  Low
                  
                  
                  High
                  
                  
                  LowFirst
                  
                  $
                  1.95
                  
                  
                  $
                  1.38
                  
                  
                  $
                  2.37
                  
                  
                  $
                  1.71Second
                  
                  $
                  2.37
                  
                  
                  $
                  1.72
                  
                  
                  $
                  2.14
                  
                  
                  $
                  1.75Third
                  
                  $
                  2.51
                  
                  
                  $
                  2.08
                  
                  
                  $
                  1.95
                  
                  
                  $
                  1.46Fourth
                  
                  $
                  2.85
                  
                  
                  $
                  2.20
                  
                  
                  $
                  2.06
                  
                  
                  $
                  1.60





The
closing price of our common stock on the Nasdaq Capital Market on April 15, 2010
was $2.83.  Stockholders are urged to obtain current market quotations
for our common stock.  As of April 15, 2010, there were
approximately 94 holders of record of our common stock.





Securities
Authorized for Issuance Under Equity Compensation Plans





The
information included under Item 12 of Part III of this report is
hereby incorporated by reference into Item 5 of this report.





Dividend
Policy





We have
not declared or paid any cash dividends on our common stock during any period
for which financial information is provided in this Annual Report on Form
10-K.  We are currently evaluating options concerning our cash
resources, including but not limited to, cash dividends, distribution of
capital, investment opportunities and acquisition of or merger with another
company or a combination of any one of these or other options.





Repurchases
of Common Stock




In June 2008, the Board adopted a stock
repurchase program pursuant to 10b5-1 of the Exchange Act, under which the
Company was authorized to repurchase up to 2,000,000 shares of its common
stock. The Company repurchased all of the initial 2,000,000 shares. In
June 2009, the Board amended the plan to authorize the Company to repurchase
another 2,000,000 shares of common stock.


The
following table indicates the Company’s repurchases of common stock during the
fourth quarter of fiscal 2010 on a month-by-month basis under our share
repurchase program.




(a) Total Number
                                          of
                                          Shares Purchased
                                        
                                        (b) Average
                                          Price Paid
                                          per Share
                                        
                                        (c) Total Numberof Shares
                                          Purchased as Part
                                          of PubliclyAnnounced Plans
                                          or Programs
                                        
                                        (d) MaximumNumber of
                                          Sharesthat May Yet Be
                                          Purchased Underthe
                                          Plans orProgramsNovember
      1, 2009 – November 30, 2009
                                        
                                        438,430
                                        
                                        $
                                        2.38
                                        
                                        438,430
                                        
                                        1,438,917December
      1, 2009 - December 31, 2009
                                        
                                        25,726
                                        
                                        $
                                        2.41
                                        
                                        25,726
                                        
                                        1,413,191January
      1, 2010 - January 31, 2010
                                        
                                        -
                                        
                                        $
                                        -
                                        
                                        -
                                        
                                        1,413,191Total
                                        
                                        464,156
                                        
                                        $
                                        2.39
                                        
                                        464,156
                                        
                                        1,413,191





Item 6.  Selected
Financial Data





Not
applicable.


13





Item 7.  Management’s
Discussion and Analysis of Financial Condition and Results of
Operations





The
following analysis contains forward-looking statements that involve risks and
uncertainties.  The statements contained in this Annual Report on Form
10-K that are not purely historical are forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act, including without limitation, statements regarding our
expectations, beliefs, intentions or strategies regarding the
future.  All forward-looking statements included in this Annual Report
on Form 10-K are based on current expectations, estimates, forecasts and
projections about the industry in which we operate, management’s beliefs and
assumptions made by management.  These statements are not guarantees
of future performance and involve certain known and unknown risks, uncertainties
and assumptions that are difficult to predict.  Therefore, actual
outcomes and results may differ materially from what is expressed or forecasted
in such forward-looking statements.  We undertake no obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.  For a discussion of factors
and trends that could impact our business and results, please refer to the
section above entitled “Risk Factors.”





The
following should be read in conjunction with the audited consolidated financial
statements and related notes thereto contained in this Annual Report on Form
10-K.





Highlights





During
fiscal year 2010, we have experienced the following significant
changes:





·
              We
      experienced a $0.9 million reduction of rental expense as a result of the
      early termination of our building leases at the end of fiscal year
      2009.





·
              We
      also significantly reduced staffing costs by reducing staffing
      to five employees as of the end of fiscal year
    2010.





·
                During
      the first quarter of fiscal 2010, we amended a third party license
      agreement that resulted in a $2.6 million change
      in estimate that resulted from our negotiation and resulting reduction in
      certain third party licensing
cost.





·
              During
      the second quarter of fiscal 2010, we executed one new block license
      valued at $950,000.  Also, we received $3.8 million for the
      early release of the escrow from the KMC
  Transaction.




·
                During
      fiscal 2010, we invested in warrants and common stock of Highbury, and
      subsequently exercised all of our warrants.  We held 3,070,355 shares
      of Highbury common stock as of January 31, 2010, recorded at a fair value
      of approximately $16.3
million.




·
              Over
      the term of its investment, Peerless received aggregate dividends of $8.1
      million on its Highbury common
stock.
  ·
              On
      December 12, 2009, Highbury entered into a merger agreement to be acquired
      by a subsidiary of AMG.  Following the announcement of the
      transaction between Highbury and AMG, we implemented a hedging strategy
      related to AMG common stock. The purpose of our hedging strategy was
      to preserve our profits in our shares of Highbury if the price of AMG
      common stock fell before the closing of the transaction.  On
      April 15, 2010, the transaction was completed and our 3,070,355 shares of
      Highbury common stock were converted into 230,199 shares of AMG
      common stock (or 0.075951794 shares of AMG common stock per Highbury
      share.)
  ·
              We
      estimate a gain of approximately $10.3 million on our investment in
      Highbury, taking into account our purchase price for the
      Highbury securities, dividends received on the Highbury common
      stock, the outcome of our hedging strategy, and incentive
      compensation to a director and a consultant to the Company for their
      efforts related to the investment.  The foregoing calculation is an
      estimate as of the date hereof which is subject to change.  Such
      estimate has not been audited by the Company’s independent registered
      public accounting firm and does not take into account taxes payable on the
      capital gains and dividends.
  ·
              As
      of April 30, 2010, we owned less than $35,000 of marketable
      securities.
 14





Our
inability to implement our strategic plan to acquire a new business or be
acquired, as well as the declining sales trend of our existing licenses,
downward price pressure on our existing technologies, uncertainty surrounding
third party license revenue sharing agreements, downward price pressure on OEM
products and the anticipated consolidation of the number of OEMs in the
marketplace, may have a material adverse effect on our business and financial
results.  See Item 1A. Risk Factors –“Risks Relating to Our
Business- The future demand for our products will decline.” above.





Critical
Accounting Policies





“Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
addresses our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United
States.  The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  On an ongoing basis, management
evaluates its estimates and judgments.  Management bases its estimates
and judgments on historical experience and on various other factors that they
believe are reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources.  Actual results may
differ from these estimates under different assumptions or
conditions.





Management
believes the following critical accounting policies, among others, affect its
more significant judgments and estimates used in the preparation of its
consolidated financial statements.





Revenue
Recognition





We
account for our software revenues in accordance with provisions of Accounting
Standards Codification TM (“ASC”) 985-650,
Software – Revenue
Recognition and ASC 605-25, Revenue Recognition –
Multiple-Element Arrangements (formerly known as Statement of Position,
or SOP, 97-2, “Software Revenue Recognition”, as amended by SOP 98-9, Staff
Accounting Bulletin No.104, “Revenue Recognition”, and Emerging Issues Task
Force 99-19, “Reporting Revenue Gross as a Principal versus Net as an
Agent”).  Over the past several years, we entered into block license
agreements that represent unit licenses for products that will be licensed over
a period of time.  In accordance with ASC 985-650 and 605-25, revenue
is recognized when the following attributes have been met: 1) an agreement
exists between us and the OEM selling product utilizing our intellectual
property and/or a third party’s intellectual property for which we are an
authorized licensor; 2) delivery and acceptance of the intellectual property has
occurred; 3) the fees associated with the sale are fixed and determinable; and
4) collection of the fees are probable.  Under our accounting
policies, fees are fixed and determinable if 90% of the fees are to be collected
within a twelve-month period.  If more than 10% of the payments of
fees extend beyond a twelve-month period, they are recognized as revenues when
they are due for payment.





For fees
on multiple element arrangements, values are allocated among the elements based
on vendor specific objective evidence of fair value (“VSOE”).  We
generally establish VSOE based upon the price charged when the same elements are
sold separately.  When VSOE exists for all undelivered elements, but
not for the delivered elements, revenue is recognized using the “residual
method” as prescribed by ASC 605-25.  If VSOE does not exist for the
undelivered elements, all revenue for the arrangement is deferred until the
earlier of the point at which such VSOE does exist for the undelivered elements
or all elements of the arrangement have been delivered, unless the only
undelivered element is a service in which revenue from the delivered element is
recognized over the service period.





Product
Licensing Cost





We
provide an accrual for estimated product licensing costs owed to third party
vendors whose technology is included in the products sold by us.  The
accrual is impacted by estimates of the mix of products shipped under certain of
our block license agreements.  The estimates are based on historical
data and available information as provided by our customers concerning projected
shipments.  Should actual shipments under these agreements vary from
these estimates, adjustments to the estimated accruals for product licensing
costs may be required.  Such adjustments have historically been within
management’s expectations.


15





Our
recurring product licensing revenues are dependent, in part, on the timing and
accuracy of product sales reports received from our OEM
customers.  These reports are provided only on a calendar quarter
basis and, in any event, are subject to delay and potential revision by the
OEM.  Therefore, we are required to estimate all of the recurring
product licensing revenues for the last month of each fiscal quarter and to
further estimate all of our quarterly revenues from an OEM when the report from
such OEM is not received in a timely manner.  In the event we are
unable to estimate such revenues accurately prior to reporting financial
results, we may be required to adjust revenues in subsequent
periods.  Actual results have historically been consistent with
management’s estimates.





Allowance
for Doubtful Accounts





We grant
credit terms in the normal course of business to our customers.  We
continuously monitor collections and payments from our customers and maintain
allowances for doubtful accounts for estimated losses resulting from the
inability of any customers to make required payments.  Estimated
losses are based primarily on specifically identified customer collection
issues.  If the financial condition of any of our customers, or the
economy as a whole, were to deteriorate, resulting in an impairment of their
ability to make payments, additional allowances may be
required.  Actual results have historically been consistent with
management’s estimates.





Stock-based
Compensation





On
February 1, 2006 the Company adopted Financial Accounting Standards Board
(“FASB”) ASC 718, Compensation
– Stock Compensation (formerly known as FAS 123(R) Share-Based Payments) using
the modified-prospective transition method.  Compensation cost
recognized subsequent to adoption includes: (i) compensation cost for all
share-based payments granted prior to, but unvested as of January 31, 2006,
based on the grant date fair value, which is determined using a Black-Scholes
option pricing model, and (ii) compensation cost for all share-based
payments granted subsequent to February 1, 2006, based on the grant-date
fair value using a Black-Scholes option pricing model to estimate the grant date
fair value of share-based awards.





We use
our actual stock trading history as a basis to calculate the expected volatility
assumption to value stock options.  The expected dividend yield is
based on Peerless’ practice of not paying dividends.  The risk-free
rate of return is based on the yield of U.S. Treasury Strips with terms equal to
the expected life of the option as of the grant date.  The expected
life in years is based on historical actual stock option exercise
experience.





ASC 718
requires forfeitures to be estimated at the time of grant and revised, if
necessary, in subsequent periods if actual forfeitures differ from those
estimates.  If actual forfeitures vary from our estimates, we will
recognize the difference in compensation cost in the period the actual
forfeitures occur.





Upon
adoption of ASC 718, we changed our method of attributing the value of
stock-based compensation expense from the multiple-option (i.e. accelerated)
approach to the single-option (i.e. straight-line)
method.  Compensation expense for share-based awards granted through
January 31, 2006 will continue to be subject to the accelerated multiple-option
method, while compensation expense for share-based awards granted on or after
February 1, 2006 will be recognized using a straight-line, or single-option
method.  We recognize these compensation costs over the service period
of the award, which is generally the options vesting term of four
years.





We
recorded $371,000 in share-based compensation expense during the fiscal year
ended January 31, 2010.  Share-based compensation expense was
allocated as follows for the twelve month period ended January 31, 2010:
$20,000 in sales and marketing and $351,000 included in general and
administrative expense.  We granted 155,000 options and issued 60,000
shares of common stock and 44,481 shares of restricted common stock in the
twelve months ended January 31, 2010.


16





Income
taxes





Deferred
income taxes are recognized for the tax consequences in future years resulting
from differences between the tax bases of assets and liabilities and their
financial reporting amounts at each year-end based on enacted tax laws and
statutory rates applicable to the periods in which the differences are expected
to reverse.  Valuation allowances are established, when necessary, to
reduce deferred income tax assets to the amount expected to be
realized.  Income tax provision is the tax payable for the period and
the change during the period in net deferred income tax assets and
liabilities.




In
February 2007, the Company adopted FASB ASC 740-10, Income Taxes (formerly known
as FIN 48 Accounting for Uncertainty in Income Taxes an Interpretation of
FAS109).  See “Note 6. Income Taxes” in the notes to the Consolidated
Financial Statements for further information.





ASC
740-10 clarifies the accounting and reporting for uncertainties in income tax
law.  This interpretation prescribes a comprehensive model for the
financial statement recognition, measurement, presentation and disclosure of
uncertain tax positions taken or expected to be taken in income tax
returns.  The interpretation requires that the tax effects of a
position be recognized only if it is “more-likely-than not” to be sustained by
the taxing authority as of the reporting date.  If the tax position is
not considered “more-likely-than not” to be sustained, then no benefits of the
position are to be recognized.





In
assessing whether deferred tax assets can be realized, we consider whether it is
more likely than not that some portion or all of the deferred tax assets will
not be realized.  The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income or reversal of deferred
tax liabilities during the periods in which those temporary differences become
deductible.  We consider the scheduled reversal of deferred tax
liabilities, projected future taxable income, and tax planning strategies in
making this assessment.  Based on this consideration, we determined
that it is more likely than not that $2.7 million of certain deferred tax
assets were realized in fiscal year 2010.





As of
January 31, 2010, we had tax credit carry-forwards available to reduce
future income tax liabilities of approximately $3.0 million which begin to
expire fiscal year 2011.  The realization of these assets is based
upon management’s estimates of future taxable income.


17





Results
of Operations





The
following table sets forth, for the periods indicated, the percentage
relationship of certain items from our statements of operations to total
revenues.





PercentageofTotal
                    RevenuesYearsEnded
                    January31,
                  
                  
                  PercentageChange
                    YearsEnded
                    January31,2010
                  
                  
                  2009
                  
                  
                  2010vs.2009Revenues:Product
      licensing
                  
                  
                  86
                  %
                  
                  
                  69
                  %
                  
                  
                  (42
                  )Engineering
      services and maintenance
                  
                  
                  14
                  
                  
                  
                  31
                  
                  
                  
                  (79
                  )Total
      revenues
                  
                  
                  100
                  
                  
                  
                  100
                  
                  
                  
                  (53
                  )Cost
      of revenues:Product
      licensing
                  
                  
                  (28
                  )
                  
                  
                  53
                  
                  
                  
                  (125
                  )Engineering
      services and maintenance
                  
                  
                  5
                  
                  
                  
                  17
                  
                  
                  
                  (86
                  )Total
      cost of revenues
                  
                  
                  (23
                  )
                  
                  
                  70
                  
                  
                  
                  (115
                  )Gross
      margin
                  
                  
                  123
                  
                  
                  
                  30
                  
                  
                  
                  90Research
      and development
                  
                  
                  -
                  
                  
                  
                  14
                  
                  
                  
                  (100
                  )Sales
      and marketing
                  
                  
                  13
                  
                  
                  
                  16
                  
                  
                  
                  (62
                  )General
      and administrative
                  
                  
                  55
                  
                  
                  
                  69
                  
                  
                  
                  (63
                  )Gain
      on sale of operating assets
                  
                  
                  (78
                  )
                  
                  
                  (316
                  )
                  
                  
                  (89
                  )Restructuring
      charges
                  
                  
                  -
                  
                  
                  
                  32
                  
                  
                  
                  (100
                  )(10
                  )
                  
                  
                  (185
                  )
                  
                  
                  (98
                  )Income
      (loss) from operations
                  
                  
                  133
                  
                  
                  
                  216
                  
                  
                  
                  (71
                  )Other
      income, net
                  
                  
                  110
                  
                  
                  
                  10
                  
                  
                  
                  396Income
      (loss) before income taxes
                  
                  
                  243
                  
                  
                  
                  226
                  
                  
                  
                  (50
                  )Provision
      for income taxes
                  
                  
                  93
                  
                  
                  
                  57
                  
                  
                  
                  (24
                  )Net
      income (loss)
                  
                  
                  149
                  %
                  
                  
                  170
                  %
                  
                  
                  (59
                  )





Net Income





Net
income for the twelve month period ended January 31, 2010 was
$7.2 million or $0.44 per basic and $0.43 per diluted share, compared to a
net income of $17.6 million, or $0.99 per basic and $0.97 per diluted
share, in fiscal year 2009.





Consolidated
revenues for fiscal year 2010 were $4.8 million, compared to $10.4 million
in fiscal year 2009.  The decrease from fiscal year 2009 to
fiscal year 2010 was primarily the result of the KMC Transaction.





Product
licensing revenues for fiscal year 2010 were $4.1 million, compared to
$7.1 million in fiscal year 2009.  Block licensing agreements
totaling $1.0 million were signed during fiscal year 2010, of which $0.7
million was recognized as revenue during fiscal year 2010.  This is
compared with block licensing agreements of $4.2 million signed in fiscal
year 2009, all of which was recognized as revenue during fiscal year
2009.  The decrease in product licensing revenues in fiscal year 2010
compared to fiscal year 2009 was the result of the elimination of licensing
revenues from KMC and as a result of the KMC Transaction and a decline in the
demand for our technologies and services.





Engineering
services and maintenance revenues were $0.7 million in fiscal year
2010, compared to $3.3 million in fiscal year 2009.  The decrease
resulted from the KMC Transaction and the transfer of 38 employees to
KMC.  There were no hardware sales in fiscal year 2010 and
2009.  There was $0.4 million in contract and maintenance backlog at
each of January 31, 2010 and 2009.


18





Cost
of Revenues





Cost of
revenues for fiscal year 2010 was $(1.1) million, compared to
$7.3 million in fiscal year 2009.  Product licensing costs were
$(1.4) million in fiscal year 2010, compared to $5.5 million in fiscal
year 2009. The
decrease in product licensing cost in fiscal year 2010 was the result of a $2.6
million change in estimate that resulted from our negotiation and resulting
reduction in certain third party licensing cost. The
overall decrease in cost of revenues over the last two years was the result of
lower levels of third party technologies in our product licensing
revenues.  Engineering services and maintenance cost of sales was
$0.2 million and $1.8 million in fiscal years 2010 and 2009,
respectively.  The decrease in cost of revenues is because 38
employees were transferred to KMC as part of the KMC
Transaction.





Gross
Margin





Gross
margin as a percentage of total revenues was 123% in fiscal year 2010, compared
to 30% in fiscal year 2009.  The increase in fiscal 2010 was the
result of the $2.6 million change in
estimate that resulted from our negotiation and resulting reduction in
certain third party licensing cost.





Operating
Expenses





Operating
expenses for fiscal year 2010 were $(0.5) million, compared to $(19.3) million
in fiscal year 2009. Expenses for fiscal year 2010 include a $3.8 million gain
for the early release of the escrow associated with the KMC Transaction. In
fiscal 2009, we had $32.9 million gain and $3.3 million restructuring expenses
was associated with the KMC Transaction.





•
                Research
      and development expenses were $0 in fiscal year 2010, compared to
      $1.4 million in fiscal year 2009.  The decrease in fiscal
      year 2010 over fiscal year 2009 was due to the KMC Transaction in which
      all of our development engineers were transferred to
  KMC.





•
                Sales
      and marketing expenses were $0.6 million in fiscal year 2010,
      compared to $1.6 million in fiscal year 2009.  The
      decreases over the last two fiscal years were the result of a reduction in
      staffing levels and sales commission
expense.





•
                General
      and administrative expenses were $2.7 million in fiscal year 2010,
      compared to $7.2 million in fiscal year 2009.  The fiscal
      year 2010 decrease was the result of a reduction in staffing and lower
      professional fees.





Other
Income, Interest Income and Expenses, and Taxes





Other
income earned in fiscal year 2010 was mainly attributable to the dividends
received from Highbury (see above section Highlights for
details).  Interest income earned in fiscal year 2009 and
2010 was attributable to interest and investment income earned on cash and
cash equivalents and investment balances.





Contractual
Obligations





The
following table summarizes our contractual obligations at January 31, 2010,
and the effect such obligations are expected to have on our liquidity and cash
flows in future periods.





PaymentsDuebyPeriodLess than
                        
                        
                        
                        
                        
                        
                        
                        
                        More thanTotal
                        
                        
                        1Year
                        
                        
                        1-3Years
                        
                        
                        3-5Years
                        
                        
                        5Years(In thousands)Operating
      lease obligations
                        
                        $
                        51
                        
                        
                        $
                        51
                        
                        
                        $
                        —
                        
                        
                        $
                        —
                        
                        
                        $
                        —Total
                        
                        $
                        51
                        
                        
                        $
                        51
                        
                        
                        $
                        —
                        
                        
                        $
                        —
                        
                        
                        $
                        —


19





Liquidity
and Capital Resources





As of
January 31, 2010, our principal source of liquidity, cash and cash equivalents
was $36.7 million, a decrease of $8.0 million from January 31,
2009.  The decrease is primarily due to our investment in securities
of Highbury, and the implementation of our hedging
strategy related to AMG common stock.




Highbury
paid quarterly dividends of $0.05 per share of common stock and special
dividends of $1.50 and $0.9977 per share of common stock on October 7, 2009 and
April 15, 2010, respectively.  Over the term of its investment,
Peerless received aggregate dividends of $8.1 million on its Highbury common
stock.


On April
15, 2010, AMG completed its acquisition of Highbury and our 3,070,355 shares of
Highbury common stock were converted into 230,199 shares of AMG common
stock (or 0.075951794 shares of AMG common stock per Highbury share). 
We estimate a gain of approximately $10.3 million on our investment in Highbury,
taking into account our purchase price for the Highbury
securities, dividends received on the Highbury common stock, the outcome of
our hedging strategy and incentive compensation to a director and a
consultant to the Company for their efforts related to the investment.  The
foregoing calculation is an estimate as of the date hereof which is subject to
change.  Such estimate has not been audited by the Company’s
independent registered public accounting firm and does not take into account
taxes payable on the capital gains and dividends from this
investment.
  As of
April 30, 2010, we owned less than $35,000 of marketable
securities.





During
fiscal 2010, the Company used $2.4 million to repurchase its common stock
pursuant to the share repurchase program adopted pursuant to Rule 10b5-1 under
the Exchange Act.




Total
assets increased 9% from $51.6 million at January 31, 2009 to $56.4 million
at January 31, 2010. Stockholders’ equity increased 18% from $44.5
million at January 31, 2009 to $52.6 million at January 31,
2010.  The ratio of current assets to current liabilities was 17.7:1
compared to 9.2:1 last year.  Our operating activities during fiscal
2010 provided $3.8 million in cash, compared to a loss from operating activities
of $9.0 million in fiscal 2009.




Our
investing activities during the fiscal year ended January 31, 2010 used
$9.5 million in cash, compared to our investing activities provided $32.6
million in cash in fiscal 2009.





At
January 31, 2010, net trade receivables were $0.5 million higher than
at January 31, 2009, due to the timing of collections of the licensing
agreements.





In
addition to the cash we received in the KMC Transaction, since the closing of
the transaction, our operating costs and selling, general and administrative
expenses have been significantly reduced. This has freed up additional
capital which will permit us to pursue our long term goals.




Item 7A.  Quantitative
and Qualitative Disclosures About Market Risk





Not
applicable.





Item 8.  Financial
Statements and Supplementary Data





See Index
to Financial Statements on page F – 1.





Item 9.  Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure





None.


20





Item 9(T).  Controls
and Procedures




Evaluation
of Disclosure Controls and Procedures





As of the
end of the period covered by this Annual Report on Form 10-K, we carried out an
evaluation under the supervision and with the participation of our management,
including the Chief Financial Officer and Acting Chief Executive Officer, of the
effectiveness of our disclosure controls and procedures pursuant to Exchange Act
Rule 13a-15(b).  Disclosure controls and procedures are controls
and other procedures that are designed to ensure that information required to be
disclosed in our reports filed under the Exchange Act, such as this Annual
Report on Form 10-K, is recorded, processed, summarized and reported within the
time periods specified by the SEC.  Disclosure controls and procedures
are also designed to ensure that such information is accumulated and
communicated to our management, including our Chief Financial Officer and Acting
Chief Executive Officer, as appropriate to allow timely decisions regarding
required disclosure.





The
evaluation of our disclosure controls and procedures included a review of their
objectives and design, our implementation of them and their effect on the
information generated for use in this Annual Report on Form 10-K.  In
the course of the controls evaluation, we reviewed any data errors or control
problems that we had identified and sought to confirm that appropriate
corrective actions, including process improvements, were being
undertaken.  This type of evaluation is performed on a quarterly basis
so that the conclusions of management, including our Chief Financial Officer and
Acting Chief Executive Officer, concerning the effectiveness of the disclosure
controls can be reported in our periodic reports on Form 10-K and Form
10-Q.  Many of the components of our disclosure controls and
procedures are also evaluated on an ongoing basis by both our internal audit
firm and finance functions.  The overall goals of these various
evaluation activities are to monitor our disclosure controls and procedures and
to modify them as necessary.  We intend to maintain the disclosure
controls and procedures as dynamic systems that we adjust as circumstances
merit.





Based on
the results of our evaluation, our Chief Financial Officer and Acting Chief
Executive Officer have concluded that our disclosure controls and procedures
were effective as of January 31, 2010.





Management’s
Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act
Rule 13a-15(f).  Under the supervision and with the participation
of our management, including our Chief Financial Officer and Acting Chief
Executive Officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting as of January 31, 2010 based on
the guidelines established inInternal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).  Our
internal control over financial reporting includes policies and procedures
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external reporting
purposes in accordance with United States generally accepted accounting
principles.





Based on
the results of our evaluation, our management concluded that our internal
control over financial reporting was effective, as described above, as of
January 31, 2010.  We have reviewed the results of management’s
assessment with our Audit Committee.





This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only management’s report in this annual
report.


21





Changes
in Internal Control over Financial Reporting





There
were no changes in our internal control over financial reporting identified in
connection with the evaluation required by paragraph (d) of Exchange Act
Rule 13a-15 that was conducted during the fiscal quarter ended
January 31, 2010 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.





Management
Certifications





The
certification of our Chief Financial Officer and Acting Chief Executive Officer
required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002,
as amended, is attached as an exhibit to this Annual Report on Form
10-K.  The disclosures set forth in this Item 9A contain
information concerning (i) the evaluation of our disclosure controls and
procedures referred to in paragraph 4 of the certifications, and
(ii) material weaknesses in the operation of our internal control over
financial reporting referred to in paragraph 5 of the
certifications.  Those certifications should be read in conjunction
with this Item 9A for a more complete understanding of the matters covered
by the certifications.





Inherent
Limitations on Effectiveness of Controls





Our
management, including our Chief Financial Officer and Acting Chief Executive
Officer, do not expect that our disclosure controls and procedures or our
internal control over financial reporting will prevent all errors and all
fraud.  A control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the
control system are met.  Further, the design of a control system must
reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs.  Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within a company have been detected.  These inherent limitations
include the realities that judgments in decision making can be faulty, and that
breakdowns can occur because of a simple error or
mistake.  Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people or by management
override of the controls.  The design of any system of controls also
is based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions; over time, controls may
become inadequate because of changes in conditions, or the degree of compliance
with policies or procedures may deteriorate.  Because of the inherent
limitations in a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.





Item 9B.  Other
Information





None.





PART
III





Item 10.  Directors,
Executive Officers and Corporate Governance





The
information concerning the directors, executive officers and corporate
governance of the Company is incorporated herein by reference from the sections
entitled “Proposal No.  1, Election of Directors”, “Executive
Officers”, “Section 16(a) Beneficial Ownership Reporting Compliance” and
“Code of Business Conduct and Ethics” contained in the definitive proxy
statement of the Company to be filed pursuant to Regulation 14A within
120 days after the Company’s fiscal year end of January 31, 2010, for its
annual stockholders’ meeting for 2010 (the “Proxy Statement”).





Item 11.  Executive
Compensation





The
information concerning executive compensation is incorporated herein by
reference from the sections entitled “Proposal No. 1, Election of Directors” and
“Executive Compensation and Other Matters” contained in the Proxy
Statement.


22





Item 12.  Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters





The
information concerning the security ownership of certain beneficial owners and
management and related stockholder matters is incorporated herein by reference
from the sections entitled “Security Ownership of Certain Beneficial Owners and
Management” and “Executive Compensation and Other Matters” contained in the
Proxy Statement.





Item 13.  Certain
Relationships and Related Transactions, and Director Independence





The
information concerning certain relationships, related transactions and director
independence is incorporated herein by reference from the sections entitled
“Proposal No. 1, Election of Directors” and “Certain Relationships and
Related Transactions” contained in the Proxy Statement.





Item 14.  Principal
Accountant Fees and Services





The
information concerning the Company’s principal accountant’s fees and services is
incorporated herein by reference from the section entitled “Proposal No. 2,
Ratification of Selection of Independent Registered Public Accounting Firm”
contained in the Proxy Statement.


23





PART
IV





Item 15.  Exhibits
and Financial Statement Schedules


(a)


(1) Financial
Statements:


See Index
to Financial Statements on page F-1





(2) Financial Statement
Schedule:





The
following financial statement schedule of the Company is filed as part of this
Report and should be read in conjunction with the Financial Statements of the
Company.





Schedule
                
                PageII
      Valuation and Qualifying Accounts
                
                S-1





Schedules
not listed above have been omitted because they are not applicable or are not
required or the information required to be set forth therein is included in the
Financial Statements or Notes thereto.





(3) Exhibits


The
exhibits required by Item 601 of Regulation S-K are set forth below in
Item 15(b).





(b) Exhibits:





The
following exhibits are filed as part of, or incorporated by reference into, this
Annual Report on Form 10-K:


Exhibit
                  Number3.1(1)
                
                Certificate
      of Incorporation of the Company.3.2(18)
                
                Amended
      Bylaws.4.1
                
                Instruments
      defining the rights of security holders.  Reference is made to
      Exhibits 3.1 and 3.2.10.1(5)(2)
                
                1996
      Equity Incentive Plan, as amended and form of stock option agreements
      there under.10.2(6)(2)
                
                1996
      Employee Stock Purchase Plan, as amended.10.3(2)(7)
                
                Form
      of Indemnification Agreement, effective as of March 12,
      2001.10.4(3)(8)
                
                Postscript
      Software Development License and Sublicense Agreement between Adobe
      Systems Incorporated and the Company effective as of July 23,
      1999.10.5(3)(8)
                
                Master
      Technology License Agreement dated January 16, 2000 between Konica
      Corporation and Peerless Systems Corporation.10.6(8)
                
                Master
      Technology License Agreement dated April 1, 1997 between Kyocera
      Corporation and Peerless Systems
Corporation.


24





Exhibit
                  Number10.7(3)(8)
                
                Master
      Technology License Agreement between Oki Data Corporation and Peerless
      Systems Imaging Products, Inc.10.8(8)
                
                Master
      Technology License Agreement dated April 1, 2000 between Seiko Epson
      Corporation and Peerless Systems Imaging Products, Inc.10.9(3)(8)
                
                Nest
      Office SDK Development and Reseller Agreement Statement of Work 8 to BDA
      No.  N-A-1 between and Novell, Inc. and Peerless Systems
      Networking effective as of August 17, 1999.10.10(3)(8)
                
                Amendment
      No.  1 to Nest Office SDK Development and Reseller Agreement
      Statement of Work 8 to BDA No.  N-A-1 between and Novell, Inc.
      and Peerless Systems Networking effective as of August 17,
      1999.10.11(8)
                
                Business
      Development Agreement by and between Novell and Auco, Inc effective as of
      September 6, 1996.10.12(9)
                
                Amendment
      No.  3 to Postscript Software Development Agreement by and
      between Adobe Systems Incorporated and the Company dated October 25,
      2002.10.13(3)(10)
                
                Amendment
      No.  4 to the Postscript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of July 31,
2003.10.14(3)(10)
                
                Amendment
      No.  10 to the Postscript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of July 31,
2003.10.15(3)(11)
                
                Amendment
      No.  5 to Licensed System Addendum No.  4 between Oki
      Data Corporation and Peerless Systems Imaging Products, Inc. dated
      February 1, 2002.1016(3)(11)
                
                Amendment
      No.  8 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of September 30,
    2003.10.17(3)(11)
                
                Amendment
      No.  9 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of September 15,
    2003.10.18(3)(11)
                
                Amendment
      No.  12 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of September 22,
    2003.10.19(12)
                
                Amendment
      No.  5 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of December 16,
    2003.10.20(12)
                
                Amendment
      No.  6 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of July 31,
2002.10.21(12)
                
                Amendment
      No.  7 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of May 22,
  2003.


25





Exhibit
                  Number10.22(12)
                
                Amendment
      No.  11 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of February 9,
  2004.10.23(12)
                
                Amendment
      No.  14 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of December 16,
    2003.10.24(12)
                
                Amendment
      No.  15 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of January 6,
  2004.10.25(13)
                
                Amendment
      No.  16 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of January 6,
  2004.10.26(13)
                
                Amendment
      No.  19 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of April 1,
2004.10.27(14)
                
                Amendment
      No.  17 to the Postscript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, Effective as of 15 October, 2004.10.28(13)
                
                Silicon
      Valley Bank Loan and Security Agreement between Silicon Valley Bank and
      Peerless Systems Corporation dated October 27,
  2004.10.30(27)
                
                Amendment
      No.  18 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of January 1,
  2005.10.31(15)
                
                Peerless
      Systems Corporation 2005 Incentive Award Plan.10.32(15)
                
                Amendment
      No.  23 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of January 1,
  2005.10.33(15)
                
                Peerless
      Systems Corporation Amended and Restated Transaction Incentive
      Plan.10.34(16)
                
                Amendment
      No.  22 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of October 14,
  2005.10.35(16)
                
                Amendment
      No.  24 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of October 14,
  2005.10.36(16)
                
                Amendment
      No.  26 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of October 13,
  2005.10.37(16)
                
                Amendment
      No. 27 to the PostScript Software Development License and Sublicense
      Agreement between Adobe Systems Incorporated and Peerless Systems
      Corporation, effective as of November 1,
  2005.


26


Exhibit
                        Number10.38(28)
                      
                      Letter
      dated December 7, 2006 from Adobe Systems Incorporated to Peerless
      Systems Corporation extending the term of PostScript Software Development
      License and Sublicense Agreement.10.39(17)
                      
                      Letter
      dated June 28, 2007 from Adobe Systems Incorporated to Peerless
      Systems Corporation extending the term of the PostScript Software
      Development License and Sublicense Agreement.10.40(18)(2)
                      
                      Asset
      Purchase Agreement by and between Kyocera-Mita Corporation and Peerless
      Systems Corporation, dated as of January 9, 2008.10.41(19)
                      
                      Addendum
      dated as of June 23, 2008 between the Company and William
      Neil.10.42(20)
                      
                      Employment
      Agreement dated as of June 14, 2006 between the Company and William
      Neil.10.42(21)
                      
                      Amendment
      No.  30 to PostScript Software Development License and
      Sublicense Agreement dated July 23, 1999, as amended.10.46(22)
                      
                      Employment
      Agreement between the Company and Edward Gaughan dated as of December 3,
      2008.10.47(23)
                      
                      Form
      of Consulting Agreements.10.48(23)
                      
                      Form
      of 2005 Incentive Award Plan Restricted Stock Award
    Agreement.10.49(24)
                      
                      Nomination
      Agreement, dated May 14, 2009, between Peerless Systems Corporation and
      Bandera Partners LLC, Bandera Master Fund L.P., Gregory Bylinsky and
      Jefferson Gramm.10.50(25)
                      
                      Employment
      Agreement between Peerless Systems Corporation and William Neil dated May
      26, 2009.10.51(26)
                      
                      Agreement,
      dated December 18, 2009, between Peerless Systems Corporation, Timothy
      Brog and Highbury Financial, Inc.21
                      
                      Registrant’s
      Wholly-Owned Subsidiaries.23.1
                      
                      Consent
      of Independent Registered Public Accounting Firm.24.1
                      
                      Power
      of Attorney.  Reference is made to the signature page to this
      Annual Report on Form 10-K.31.1
                      
                      Certification
      of Principal Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
                      
                      Certification
      of Principal Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32
                      
                      Certifications
      of Principal Executive Officer and Principal Financial Officer Pursuant to
      Section 906 of the Sarbanes-Oxley Act of
  2002.


27





(1)
            Previously
      filed in the Company’s Registration Statement on Form S-1 (File
      No.  333-09357), as amended and incorporated herein by
      reference.





(2)
            Management
      contract or compensatory plan or
arrangement.





(3)
            Subject
      to a Confidential Treatment Order.





(4)
            Previously
      filed in the Company’s Current Report on Form 8-K, filed
      October 13, 1999, and incorporated herein by
    reference.





(5)
            Previously
      filed in the Company’s Registration Statement on Form S-8 (File
      No.  333-73562), filed November 16, 2001, and incorporated
      herein by reference.





(6)
            Previously
      filed in the Company’s Registration Statement on Form S-8 (File
      No.  333-57362), filed March 21, 2001, and incorporated
      herein by reference.





(7)
            Previously
      filed in the Company’s Amendment No.  4 to its Registration
      Statement on Form S-3 (File No.  333-60284), filed
      July 27, 2001, and incorporated herein by
  reference.





(8)
            Previously
      filed in the Company’s Quarterly Report for the period ended July 31,
      2002, filed September 16, 2002, and incorporated herein by
      reference.





(9)
            Previously
      filed in the Company’s Quarterly Report for the period ended
      October 31, 2002, filed December 16, 2002, and incorporated
      herein by reference.





(10)
            Previously
      filed in the Company’s Quarterly Report for the period ended July 31,
      2003, filed September 15, 2003, and incorporated herein by
      reference.





(11)
            Previously
      filed in the Company’s Quarterly Report for the period ended
      October 31, 2003, filed December 15, 2003, and incorporated
      herein by reference.





(12)
            Previously
      filed in the Company’s 2004 Annual Report on Form 10-K filed
      April 30, 2004, and incorporated herein by
  reference.





(13)
            Previously
      filed in the Company’s Quarterly Report for the period ended
      April 30, 2004, filed June 14, 2004, and incorporated herein by
      reference.





(14)
            Previously
      filed in the Company’s Quarterly Report for the period ended
      October 31, 2004, filed December 15, 2004, and incorporated
      herein by reference.





(15)
            Previously
      filed in the Company’s Quarterly Report for the period ended July 31,
      2005, filed September 14, 2005, and incorporated herein by
      reference.





(16)
            Previously
      filed in the Company’s Quarterly Report for the period ended
      October 31, 2005, filed December 15, 2004, and incorporated
      herein by reference.





(17)
            Previously
      filed in the Company’s Form 8-K, filed July 11, 2007, and
      incorporated herein by reference.





(18)
            Previously
      filed in the Company’s Form 8-K, filed July 23, 2007, and
      incorporated herein by reference.





(19)
            Previously
      filed in the Company’s Form 8-K, filed January 10, 2008, and
      incorporated herein by reference.





(20)
            Previously
      filed in the Company’s Form 8-K, filed January 10, 2008, and
      incorporated herein by
reference.


28





(21)
            Previously
      filed in the Company’s Quarterly Report for the period ended July 31,
      2008, filed September 18, 2008, and incorporated herein by
      reference.





(22)
            Filed
      herewith.





(23)
            Previously
      filed in the Company’s Quarterly Report for the period ended July 31,
      2009, filed September 11, 2009, and incorporated herein by
      reference.





(24)
            Previously
      filed in the Company’s Form 8-K, filed May 15, 2009, and
      incorporated herein by reference.





(25)
            Previously
      filed in the Company’s Form 8-K, filed June 1, 2009, and
      incorporated herein by reference.





(26)
            Previously
      filed in the Company’s Form 8-K, filed December 21, 2009, and
      incorporated herein by reference.





(27)
            Previously
      filed in the Company’s Form 8-K, filed June 15, 2005, and
      incorporated herein by reference.





(28)
            Previously
      filed in the Company’s Form 8-K, filed December 19, 2006, and
      incorporated herein by
reference.


29





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 3rd day of May,
2010.





Peerless
      Systems CorporationBy:
                    /s/
      WILLIAM R.  NEILWilliam
      R.  NeilChief Financial Officer and Acting Chief ExecutiveOfficer





KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints William R.  Neil and Timothy Brog, his
attorneys-in-fact, each with the power of substitution, for him/her in any and
all capacities, to sign any amendments to this Annual Report on Form 10-K, and
to file the same, with Exhibits thereto and other documents in connection
therewith with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or substitute or substitutes
may do or cause to be done by virtue hereof.





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the date indicated.





Signature
                        
                        Title
                        
                        Date/s/
      William R.  Neil
                        
                        Chief
      Financial Officer and Acting Chief
                        
                        May
      3, 2010William
      R.  Neil
                        
                        Executive
      Officer(Principal
      Financial and AccountingOfficer
      and Acting Principal Executive Officer)/s/
      Steven M.  Bathgate
                        
                        Director
                        
                        May
      3, 2010Steven
      M.  Bathgate/s/
      Timothy E.  Brog
                        
                        Director
                        
                        May
      3, 2010Timothy
      E.  Brog/s/
      Gregory Bylinsky
                        
                        Director
                        
                        May
      3, 2010Gregory
      Bylinsky/s/
      Jefferson Gramm
                        
                        Director
                        
                        May
      3, 2010Jefferson
      Gramm//s/
      Jeffrey Hammer
                        
                        Director
                        
                        May
      3, 2010Jeffrey
      Hammer


30




PEERLESS
SYSTEMS CORPORATION


INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS





PageReport of Independent Registered Public Accounting
      Firm
                              
                              F-2Consolidated Statements of
      Income
                              
                              F-3Consolidated Balance Sheets
                              
                              F-4Consolidated Statements of Stockholders’
      Equity
                              
                              F-5Consolidated Statements of Cash
      Flows
                              
                              F-6Notes to Consolidated Financial
      Statements
                              
                              F-7


F-1





Report
of Independent Registered Public Accounting Firm





The Board
of Directors and Stockholders of Peerless Systems Corporation





We have
audited the accompanying consolidated balance sheets of Peerless Systems
Corporation as of January 31, 2010 and 2009, and the related consolidated
statements of income, stockholders’ equity, and cash flows for each of the two
years in the period ended January 31, 2010.  Our audits also
included the financial statement schedule listed in the Index at
Item 15(a)(2).  These financial statements and schedule are the
responsibility of the Company’s management.  Our responsibility is to
express an opinion on these financial statements and schedule based on our
audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  We were
not engaged to perform an audit of the Company’s internal control over financial
reporting.  Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting.  Accordingly, we express no such opinion.  An
audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Peerless Systems
Corporation at January 31, 2010 and 2009, and the consolidated results of
its operations and its cash flows for each of the two years in the period ended
January 31, 2010, in conformity with U.S. generally accepted accounting
principles.  Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.





/s/
      Ernst & Young LLPLos
      Angeles, CaliforniaMay
      3, 2010


F-2




PEERLESS
SYSTEMS CORPORATION


CONSOLIDATED
STATEMENTS OF INCOME





YearsEndedJanuary31,2010
                
                
                2009(In thousands, except per share
                  amounts)Revenues:Product
      licensing
                
                $
                4,142
                
                
                $
                7,144Engineering
      services and maintenance
                
                
                701
                
                
                
                3,262Total
      revenues
                
                
                4,843
                
                
                
                10,406Cost
      of revenues:Product
      licensing
                
                
                (1,366
                )
                
                
                5,477Engineering
      services and maintenance
                
                
                247
                
                
                
                1,799Total
      cost of revenues
                
                
                (1,119
                )
                
                
                7,276Gross
      margin
                
                
                5,962
                
                
                
                3,130Research
      and development
                
                
                -
                
                
                
                1,430Sales
      and marketing
                
                
                614
                
                
                
                1,616General
      and administrative
                
                
                2,679
                
                
                
                7,209Gain
      on sale of operating assets
                
                
                (3,759
                )
                
                
                (32,912
                )Restructuring
      charges
                
                
                -
                
                
                
                3,320(466
                )
                
                
                (19,337
                )Income
      from operations
                
                
                6,428
                
                
                
                22,467Other
      income, net
                
                
                5,335
                
                
                
                1,076Income
      before income taxes
                
                
                11,763
                
                
                
                23,543Provision
      for income taxes
                
                
                4,525
                
                
                
                5,924Net
      income
                
                $
                7,238
                
                
                $
                17,619Basic
      earnings per share
                
                $
                0.44
                
                
                $
                0.99Diluted
      earnings per share
                
                $
                0.43
                
                
                $
                0.97Weighted
      average common shares - outstanding — basic
                
                
                16,530
                
                
                
                17,719Weighted
      average common shares - outstanding — diluted
                
                
                16,691
                
                
                
                18,072





The
accompanying notes are an integral part of these consolidated financial
statements.


F-3





PEERLESS
SYSTEMS CORPORATION


CONSOLIDATED
BALANCE SHEETS


(In
Thousands)


January 31,
                
                January 31,2010
                
                2009ASSETSCurrent
      assets:Cash
      and cash equivalents
                
                $
                36,684
                
                
                $
                44,689Marketable
      securities
                
                
                17,924
                
                
                
                -Trade
      accounts receivable, less allowance for doubtful accounts of $6 and $82 in
      2010 and 2009, respectively
                
                
                1,135
                
                
                
                676Income
      tax receivable
                
                
                234
                
                
                
                3,343Deferred
      tax asset
                
                
                -
                
                
                
                2,673Prepaid
      expenses and other current assets
                
                
                380
                
                
                
                205Total
      current assets
                
                
                56,357
                
                
                
                51,586Property
      and equipment, net
                
                
                24
                
                
                
                46Other
      assets
                
                
                7
                
                
                
                1Total
      assets
                
                $
                56,388
                
                
                $
                51,633LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable
                
                $
                4
                
                
                $
                92Accrued
      wages and compensated absenses
                
                
                143
                
                
                
                188Accrued
      product licensing costs
                
                
                269
                
                
                
                4,139Other
      current liabilities
                
                
                286
                
                
                
                505Deferred
      tax liability
                
                
                2,114
                
                
                
                -Deferred
      revenue
                
                
                372
                
                
                
                706Total
      current liabilities
                
                
                3,188
                
                
                
                5,630Other
      liabilitiesTax
      liabilities
                
                
                645
                
                
                
                1,511Total
      liabilities
                
                
                3,833
                
                
                
                7,141Commitments
      and contingencies (Note 15)Stockholders’
      equity:Common
      stock, $.001 par value, 30,000 shares authorized, 18,957 and 18,815 shares
      issued in 2010 and 2009, respectively
                
                
                19
                
                
                
                19Additional
      paid-in capital
                
                
                55,874
                
                
                
                55,493Retained
      earnings
                
                
                (635
                )
                
                
                (7,873
                )Accumulated
      other comprehensive income
                
                
                2,847
                
                
                
                16Treasury
      stock, 2,937 and 1,813 shares in 2010 and 2009,
    respectively
                
                
                (5,550
                )
                
                
                (3,163
                )Total
      stockholders’ equity
                
                
                52,555
                
                
                
                44,492Total
      liabilities and stockholders’ equity
                
                $
                56,388
                
                
                $
                51,633





The
accompanying notes are an integral part of these consolidated financial
statements.


F-4


PEERLESS
SYSTEMS CORPORATION


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY




(in
thousands)





AccumulatedAditional
                                
                                
                                
                                Other
                                
                                TotalCommon Stock
                                
                                Treasury Stock
                                
                                Paid - In
                                
                                Accumulated
                                
                                Comprehensive
                                
                                Stockholders'Shares
                                
                                Amount
                                
                                Shares
                                
                                Amount
                                
                                Capital
                                
                                Deficit
                                
                                Income
                                
                                EquityBalances,
      January 31, 2008
                                
                                
                                17,657
                                
                                $
                                18
                                
                                
                                150
                                
                                $
                                (113
                                )
                                $
                                53,340
                                
                                $
                                (25,492
                                )
                                $
                                29
                                
                                $
                                27,782Purchase
      of treasury stock
                                
                                
                                -
                                
                                
                                -
                                
                                
                                1,663
                                
                                
                                (3,050
                                )
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                (3,050
                                )Exercise
      of stock options
                                
                                
                                928
                                
                                
                                1
                                
                                
                                -
                                
                                
                                -
                                
                                
                                992
                                
                                
                                -
                                
                                
                                -
                                
                                
                                993Stock
      based compensation expense
                                
                                
                                230
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                1,161
                                
                                
                                -
                                
                                
                                -
                                
                                
                                1,161Comprehensive
      income:Net
      income
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                17,619
                                
                                
                                -
                                
                                
                                17,619Foreign
      currency translation adjustment
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                (13
                                )
                                
                                (13
                                )Total
      comprehensive income
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                17,606Balances,
      January 31, 2009
                                
                                
                                18,815
                                
                                $
                                19
                                
                                
                                1,813
                                
                                $
                                (3,163
                                )
                                $
                                55,493
                                
                                $
                                (7,873
                                )
                                $
                                16
                                
                                $
                                44,492Issuance
      of common stock
                                
                                
                                105
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                199
                                
                                
                                
                                
                                
                                
                                
                                
                                199Purchase
      of treasury stock
                                
                                
                                -
                                
                                
                                -
                                
                                
                                1,124
                                
                                
                                (2,387
                                )
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                (2,387
                                )Exercise
      of stock options
                                
                                
                                37
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                40
                                
                                
                                -
                                
                                
                                -
                                
                                
                                40Purchase
      of employee stock options
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                (30
                                )
                                
                                -
                                
                                
                                -
                                
                                
                                (30
                                )Stock
      based compensation expense
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                172
                                
                                
                                -
                                
                                
                                -
                                
                                
                                172Comprehensive
      income:Net
      income
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                7,238
                                
                                
                                -
                                
                                
                                7,238Foreign
      currency translation adjustment
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                (26
                                )
                                
                                (26
                                )Unrealized
      gain on marketable securities
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                2,857
                                
                                
                                2,857Total
      comprehensive income
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                10,069Balances,
      January 31, 2010
                                
                                
                                18,957
                                
                                $
                                19
                                
                                
                                2,937
                                
                                $
                                (5,550
                                )
                                $
                                55,874
                                
                                $
                                (635
                                )
                                $
                                2,847
                                
                                $
                                52,555




The
accompanying notes are an integral part of these consolidated financial
statements.


F-5





PEERLESS
SYSTEMS CORPORATION


CONSOLIDATED
STATEMENTS OF CASH FLOWS





YearsEndedJanuary31,2010
                
                
                2009(In thousands)Cash
      flows from operating activities:Net
      income
                
                $
                7,238
                
                
                $
                17,619Adjustments
      to reconcile net income to net cash provided by (used in) operating
      activities:Depreciation
      and amortization
                
                
                69
                
                
                
                266Share-based
      compensation
                
                
                371
                
                
                
                1,161Income
      tax receivable
                
                
                3,109
                
                
                
                (3,343
                )Tax
      liabilities
                
                
                (866
                )
                
                
                -Deferred
      tax asset and liability
                
                
                2,874
                
                
                
                3,778Gain
      on sale of operating assets
                
                
                (3,759
                )
                
                
                (32,912
                )Accrued
      producting licensing cost reduction
                
                
                (2,636
                )
                
                
                -Asset
      impairment – restructuring
                
                
                -
                
                
                
                126Other
                
                
                -
                
                
                
                68Changes
      in operating assets and liabilities:Trade
      accounts receivables
                
                
                (459
                )
                
                
                2,108Unbilled
      receivables
                
                
                -
                
                
                
                845Prepaid
      expenses and other assets
                
                
                (192
                )
                
                
                1,093Accounts
      payable
                
                
                (88
                )
                
                
                (197
                )Accrued
      product licensing costs
                
                
                (1,234
                )
                
                
                2,530Deferred
      revenue
                
                
                (334
                )
                
                
                (208
                )Other
      liabilities
                
                
                (264
                )
                
                
                (1,943
                )Net
      cash provided by (used in) operating activities
                
                
                3,829
                
                
                
                (9,009
                )Cash
      flows from investing activities:Purchases
      of property and equipment
                
                
                -
                
                
                
                (16
                )Purchases
      of marketable securities
                
                
                (13,581
                )
                
                
                -Proceeds
      from sale of securities sold short
                
                
                378
                
                
                
                -Proceeds
      from sale of operating assets, net of expenses
                
                
                3,759
                
                
                
                32,723Purchases
      of software licenses
                
                
                (13
                )
                
                
                (88
                )Net
      cash (used in) provided by investing activities
                
                
                (9,457
                )
                
                
                32,619Cash
      flows from financing activities:Purchase
      of treasury stock
                
                
                (2,387
                )
                
                
                (3,050
                )Purchase
      of employee stock option
                
                
                (30
                )
                
                
                -Proceeds
      from exercise of common stock options
                
                
                40
                
                
                
                993Net
      cash (used in) provided by financing activities
                
                
                (2,377
                )
                
                
                (2,057
                )Net
      (decrease) increase in cash and cash equivalents
                
                
                (8,005
                )
                
                
                21,553Cash
      and cash equivalents, beginning of period
                
                
                44,689
                
                
                
                23,136Cash
      and cash equivalents, end of period
                
                $
                36,684
                
                
                $
                44,689Supplemental
      disclosure of cash flow information:Cash
      paid during the year for:Income
      taxes
                
                $
                369
                
                
                $
                5,387





The
accompanying notes are an integral part of these consolidated financial
statements.


F-6


PEERLESS
SYSTEMS CORPORATION


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





1.     Organization, Business and Summary of
Significant Accounting Policies:





Organization and Business:
Peerless Systems Corporation (“Peerless” or the “Company”) was incorporated in
the state of California in April 1982 and reincorporated in the state of
Delaware in September 1996.  Peerless develops and licenses
software-based digital imaging and networking systems and supporting electronic
technologies and provides maintenance and support services to original equipment
manufacturers (“OEM”) of digital document products located primarily in the
United States and Japan.  Digital document products include printers,
copiers, fax machines, scanners and color products, as well as multifunction
products (“MFP”) that perform a combination of these imaging
functions.  In order to process digital text and graphics, digital
document products rely on a core set of imaging software and supporting
electronics, collectively known as a digital imaging system.  Network
interfaces supply the core technologies to digital document products that enable
them to communicate over local area networks and the Internet.


On April
30, 2008, the Company sold substantially all of its assets to Kyocera-Mita
Corporation (“KMC”).  In this transaction (the “KMC Transaction”), the
Company retained certain intellectual property and also entered into a license
agreement with KMC whereby it has the right to sublicense the technology to
third parties. Following the completion of the KMC Transaction, the Company
continues to license and market its remaining technology and the technology
licensed from KMC directly to customers.
  Since the
closing of the KMC Transaction, the Company has reduced its focus on its
historical business and is seeking to use its excess cash to pursue transactions
that enhance stockholder value.  The Company has been engaged in
efforts to identify appropriate acquisition targets in that offer prospects for
growth and profitability at a reasonable price.




Liquidity: As of
January 31, 2010, the Company had an accumulated deficit of
$0.6 million; however the Company also had cash, cash equivalents and
marketable securities of $54.6 million and net working capital of
$53.2 million.  The Company has no material financial
commitments.  The Company believes that its existing cash and cash
equivalents, any cash generated from operations and cash from the sale of the IP
will be sufficient to fund its working capital requirements, capital
expenditures and other obligations through the next twelve months.





Principles of Consolidation and
Basis of Presentation: The consolidated financial statements include the
accounts of the Company and its subsidiaries.  All significant
intercompany accounts and transactions have been eliminated.





Use of Estimates: The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
periods.  Actual results could differ from those
estimates.





The
Company provides an accrual for estimated product licensing costs owed to third
party vendors whose technology is included in the products sold by the
Company.  The accrual is impacted by estimates of the mix of products
shipped under certain of the Company’s block license agreements.  The
estimates are based on historical data and available information as provided by
the Company’s customers concerning projected shipments.  Should actual
shipments under these agreements vary from these estimates, adjustments to the
estimated accruals for product licensing costs may be required.  In
the first quarter of fiscal 2010, the Company amended one of its third party
license agreements, resulting in a reduction of the licensing cost owed to third
parties.





The
Company grants credit terms in the normal course of business to its
customers.  The Company continuously monitors collections and payments
from its customers and maintains allowances for doubtful accounts for estimated
losses resulting from the inability of any customers to make required
payments.  Estimated losses are based primarily on specifically
identified customer collection issues.  If the financial condition of
any of the Company’s customers, or the economy as a whole, were to deteriorate,
resulting in an impairment of their ability to make payments, additional
allowances may be required.  Actual results have historically been
consistent with management’s estimates.





The
recognition of the Company’s recurring product licensing revenues is dependent,
in part, on the timing and accuracy of product sales reports received from the
Company’s OEM customers.  These reports are provided only on a
calendar quarter basis and, in any event, are subject to delay and potential
revision by the OEM.  Therefore, the Company is required to estimate
all of the recurring product licensing revenues for the last month of each
fiscal quarter and to further estimate all of its quarterly revenues from an OEM
when the report from such OEM is not received in a timely manner.  In
the event the Company is unable to estimate such revenues accurately prior to
reporting financial results, the Company may be required to adjust revenues in
subsequent periods.  Revenues subject to such estimates were minimal
for fiscal years ending January 31, 2010 and 2009.





Reclassifications: Certain
2009 amounts have been reclassified to conform to 2010
presentation.


F-7


PEERLESS
SYSTEMS CORPORATION


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)





Cash and Cash Equivalents:
Cash and cash equivalents represent cash and highly liquid investments, which
mature within three months of purchase.





Fair Value of Financial
Investments: Cash and cash equivalents, accounts receivable, accounts
payable, and accrued liabilities are carried at cost, which management believes
approximates fair value due to the short term maturity of these
instruments.





Marketable Securities:The
Company makes investments of cash in liquid interest bearing accounts and
marketable securities. Marketable securities are classified as available for
sale, in accordance with ASC 320, “Investments – Debt and Equity Securities”,
and are stated at fair market value, with any unrealized gains or losses
reported as other comprehensive income (loss) under shareholders’ equity in the
accompanying consolidated balance sheets.  Realized gains or losses
and declines in value that are other than temporary, if any, on
available-for-sale securities are calculated using the specific identification
method and are reported in other income or expense as incurred. For the years
ended January 31, 2010 and 2009, there were no realized gains and recorded
losses.  As of January 31, 2010, investment in marketable securities
consists of equity securities and publicly traded options on equity
securities.  Unrealized gains and losses were $4.7 million or
$2.8 million, net of taxes.





Property and Equipment:
Property and equipment are stated at cost, less accumulated
depreciation.  Depreciation on property and equipment is calculated
using the straight-line method as follows:





Computers
      and other equipment
                  3
      to 5 yearsFurniture
                  10 yearsLeasehold
      improvements
                  Shorter
      of useful life or lease
term





Maintenance
and repairs are expensed as incurred, while renewals and betterments are
capitalized.  Upon the sale or retirement of property and equipment,
the accounts are relieved of the cost and the related accumulated depreciation,
and any resulting gain or loss is included in results of
operations.





Long-Lived Assets: The
Company currently evaluates long-lived assets, including intangible assets, for
impairment when events or changes indicate, in management’s judgment, that the
carrying value of such assets may not be recoverable.  The
determination of whether an impairment has occurred is based upon management’s
estimate of undiscounted future cash flows attributable to the assets as
compared to the carrying value of the assets.  If an impairment has
occurred, the amount of the impairment recognized is determined by estimating
the fair value of the assets and recording a write-down to reduce the related
asset to its estimated fair value.





Revenue Recognition: The
Company recognizes software revenues in accordance with FASB ASC 985-605
“Software Revenue Recognition.”  For certain of the Company’s multiple
element arrangements that do not directly involve licensing, selling, leasing or
otherwise marketing of the Company’s software the Company applies the guidance
ASC 605-25 “Multiple-Element Arrangements.”





Development
license revenues from the licensing of source code or software development kits
(“SDKs”) for the Company’s standard products are recognized upon delivery to and
acceptance by the customer of the software if no significant modification or
customization of the software is required and collection of the resulting
receivable is probable.  If modification or customization is essential
to the functionality of the software, the development license revenues are
recognized over the course of the modification work.





The
Company also enters into engineering services contracts with certain
OEMs adapting software and supporting electronics to specific OEM
requirements.  The Company provides engineering support based on a
time-and-material basis.  Revenues from this support are recognized as
the services are performed.  The Company has no engineering services
contracts that are recognized on a percentage-of completion
basis.





F-8




PEERLESS
SYSTEMS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)





Recurring
licensing revenues are derived from per unit fees paid by the Company’s
customers upon manufacturing and subsequent commercial shipment of products
incorporating Peerless technology and certain third party technology, of which
the Company is a sub-licensor.  These recurring licensing revenues are
recognized on a per unit basis as products are shipped
commercially.  The Company sells block licenses, that is, specific
quantities of licensed units that may be shipped in the future, or the Company
may require the customer to pay minimum royalty
commitments.  Associated payments are typically made in one lump sum
or extend over a period of four or more quarters.  The Company
generally recognizes revenues associated with block licenses and minimum royalty
commitments on delivery and acceptance of software, when collection of the
resulting receivable is probable, when the fee is fixed and determinable, and
when the Company has no significant future obligations.  In cases
where block licenses or minimum royalty commitments have extended payment terms
and the fees are not fixed and determinable, revenue is recognized as payments
become due.  Further, when earned royalties exceed minimum royalty
commitments, revenues are recognized on a per unit basis as products are shipped
commercially.





Perpetual
licensing revenues are derived from fees paid by the Company’s customers to use
the software indefinitely.  The Company generally recognizes revenues
associated with perpetual licenses on delivery and acceptance of software, when
collection of the resulting receivable is probable, when the fee is fixed and
determinable, and when the Company has no significant future
obligations.  Associated payments are typically made in one lump
sum.





For fees
on multiple element software arrangements, values are allocated among the
elements based on VSOE.  The Company generally establishes VSOE based
upon the price charged when the same elements are sold
separately.  When VSOE exists for all undelivered elements, but not
for the delivered elements, revenue is recognized using the “residual
method”.  If VSOE does not exist for the undelivered elements, all
revenue for the arrangement is deferred until the earlier of the point at which
such VSOE does exist for the undelivered elements or all elements of the
arrangement have been delivered, unless the only undelivered element is a
service in which revenue from the delivered element is recognized over the
service period.





Deferred
revenue consists of prepayments of licensing fees, payments billed to customers
in advance of revenue recognized on engineering services or support contracts,
and shipments of controllers that have not been sold to end
users.  Unbilled receivables arise when the revenue recognized on
engineering support or block license contracts exceeds billings due to timing
differences related to billing milestones as specified in the
contract.





Research and Development
Costs: Research and development costs are generally expensed as
incurred.  Costs to purchase software from third-parties for research
and development that have identifiable alternative future uses (in research and
development projects or otherwise) are capitalized and amortized over their
expected useful life.





Advertising Costs:
Advertising costs are expensed as incurred.  Advertising expenses are
recorded in sales and marketing expense and were immaterial to the results of
operations for all periods presented.





Income Taxes: In February
2007, the Company adopted ASC 740, Income Taxes (formerly known
as FAS109).





Under
this method, deferred income taxes are recognized for the tax consequences in
future years resulting from differences between the tax bases of assets and
liabilities and their financial reporting amounts at each year-end based on
enacted tax laws and statutory rates applicable to the periods in which the
differences are expected to reverse.  Valuation allowances are
established, when necessary, to reduce deferred income tax assets to the amount
expected to be realized.  Income tax provision is the tax payable for
the period and the change during the period in net deferred income tax assets
and liabilities.  See Note 10.





Comprehensive Income: In
accordance with ASC 220, “Comprehensive Income,” all components of comprehensive
income, including net income, are reported in the financial statements in the
period in which they are recognized.  Other comprehensive income
includes unrealized gains and losses on available-for-sale securities.
Comprehensive income is defined as the change in equity during a period from
transactions and other events and circumstances from non-owner
sources.  The Company’s accumulated other comprehensive income for
fiscal years January 31, 2010 and 2009 consisted of net income, unrealized
gains, and foreign currency translation gains and is reported in stockholders’
equity.


F-9


PEERLESS
SYSTEMS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)





Earnings Per Share: Basic
earnings per share (“basic EPS”) is computed by dividing net income available to
common stockholders (the numerator) by the weighted average number of common
shares outstanding (the denominator) during the period.  The
computation of diluted earnings per share (“diluted EPS”) is similar to the
computation of basic EPS except that the denominator is increased to include the
number of additional common shares that would have been outstanding if dilutive
potential common shares had been issued.  Potential common shares
include outstanding options under the Company’s employee stock option plan
(which are included under the treasury stock method) and any outstanding
convertible securities.  A reconciliation of basic EPS to diluted EPS
is presented in Note 11 to the Company’s financial statements.





Foreign Currency Translation:
The financial statements of the Company’s non-U.S. subsidiary are translated
into U.S. dollars in accordance with ASC 830, “Foreign Currency Matters.” The
assets and liabilities of the Company’s non-U.S. subsidiary whose “functional”
currency is other than the U.S. dollar are translated at current rates of
exchange.  Revenue and expense items are translated at the average
exchange rate for the year.  The resulting translated adjustments are
recorded directly into accumulated other comprehensive
income.  Transaction gains and losses are included in net income in
the period they occur.  Foreign currency translation and transaction
gains and losses have not been significant in any period presented.




Recent Accounting
Pronouncements: In May 2009, the FASB issued new guidance
codified primarily in ASC Topic 855, “Subsequent Events.”  This guidance
was issued in order to establish principles and requirements for reviewing and
reporting subsequent events and requires disclosure of the date through which
subsequent events are evaluated and whether the date corresponds with the time
at which the financial statements were available for issue (as defined) or were
issued.  This guidance is effective for interim reporting periods ending
after June 15, 2009.  The adoption of this guidance did not have a
material impact on the consolidated financial statements.  Refer to Note
17, “Subsequent Events” for the required disclosures in accordance with ASC
855.




In June
2009, FASB issued the ASC as the sole source of authoritative nongovernmental
GAAP. All non-grandfathered non-SEC accounting literature has been superseded by
the ASC. The ASC does not change how the Company accounts for its transactions
or the nature of related disclosures made. Instead, when referring to guidance
issued by the FASB, the Company refers to topics in the ASC rather than
individual pronouncements. The above change was made effective by the FASB for
financial statements issued for interim and annual periods ending after
September 15, 2009. As a result of the Company’s implementation of the ASC
in this quarterly report and to facilitate understanding of the impact of the
ASC, we have updated references to GAAP to include both new and old guidance.
The adoption of the ASC did not have a material effect on its consolidated
financial statements.




In
October 2009, the FASB issued Accounting Standards Update No. 2009,
“Certain Revenue Arrangements That Include Software Elements—a consensus of the
FASB Emerging Issues Task Force” (ASU No. 2009-14). It amends ASC 985-605
and ASC 985-605-15-3 (Issue 03-5) to exclude from their scope all tangible
products containing both software and non-software components that function
together to deliver the product’s essential functionality. The ASU includes
factors that entities should consider when determining whether the software and
non-software components function together to deliver the product’s essential
functionality and are thus outside the revised scope of ASC 985-605. In
addition, the ASU includes examples illustrating how entities would apply the
revised scope provisions. ASU 2009-14 will be effective for the first annual
reporting period beginning on or after June 15, 2010, with early adoption
permitted provided that the revised guidance is retroactively applied to the
beginning of the year of adoption. The Company is currently assessing the future
impact of this new accounting update to its consolidated financial
statements.


F-10




PEERLESS
SYSTEMS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


In
January 2010, the FASB issued ASU No. 2010-06 “Fair Value Measurements and
Disclosures (Topic 820)—Improving Disclosures about Fair Value Measurement” (ASU
2010-06). ASU 2010-06 amends ASC 820-10, Fair Value Measurement and Disclosure,
of the FASB Accounting Standard Codification. This update requires new
disclosures: 1) transfers in and out of Level 1 and 2. A reporting entity should
disclose separately the amounts of significant transfers in and out of Level 1
and Level 2 fair value measurements and describe the reasons for the transfer,
2) activity in Level 3 fair value measurements. In the reconciliation for fair
value measurements using significant unobservable inputs (Level 3), a reporting
entity should present separately information about purchases, sales, issuances,
and settlements (that is, on a gross basis rather than as one net number). This
updates further clarifies existing disclosure with the following: 1) level of
disaggregation. A reporting entity should provide fair value measurement
disclosure for each class of assets and liabilities. A class is often a subset
of assets or liabilities within a line item in the statement of financial
position. A reporting entity needs to use judgment in determining the
appropriate classes of assets and liabilities, 2) disclosures about inputs and
valuation techniques. A reporting entity should provide disclosure about the
valuation techniques and inputs used to measure fair value for both recurring
and nonrecurring fair value measurements. Those disclosures are required for
fair value measurement that fall in either Level 2 or Level 3. The new
disclosure and clarification of existing disclosures are effective for the
interim and annual reporting periods beginning after December 15, 2009,
except for the disclosures about purchases, sales, issuances, and settlements in
the roll forward of activity in Level 3 fair value measurements. Those
disclosures are effective for fiscal years beginning after December 15,
2010. The Company is currently assessing the further impact of this new
accounting update to its consolidated financial statements.





2.   Cash,
Cash Equivalents and Marketable Securities





On
February 1, 2008, the Company adopted the provisions of FASB ASC Topic 820,
Fair Value Measurements and Disclosures (formerly known as FAS 157 Fair Value
Measurements), which clarifies that fair value is an exit price, representing
the amount that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants.  As
such, fair value is a market-based measurement that should be determined based
on assumptions that market participants would use in pricing an asset or
liability.  As a basis for considering such assumptions, Topic 820
establishes a three-tier value hierarchy, which prioritizes the inputs used in
measuring fair value as follows: (Level I) observable inputs such as quoted
prices in active markets; (Level II) inputs other than the quoted prices in
active markets that are observable either directly or indirectly; and (Level
III) unobservable inputs in which there is little or no market data, which
requires the Company to develop its own assumptions.  This hierarchy
requires the Company to use observable market data, when available, and to
minimize the use of unobservable inputs when determining fair
value.  On a recurring basis, the Company measures its investments,
cash equivalents or marketable securities at fair value.  Cash, cash
equivalents and marketable securities are classified within Level I of the fair
value hierarchy because they are valued using quoted market prices.




As of
January 31, 2010, cash, cash equivalents and marketable securities included the
following (in thousands):





Cost
                
                
                Unrealized
                  Gains
                
                
                UnrealizedLosses
                  Less Than
                  12 Months
                
                
                UnrealizedLosses
                  12 Months or
                  Longer
                
                
                Estimated Fair
                  ValueCash
      and cash equivalents
                
                $
                36,684
                
                
                $
                —
                
                
                $
                —
                
                
                $
                —
                
                
                $
                36,684Exchange
      traded marketable securities
                
                
                13,203
                
                
                
                4,721
                
                
                
                —
                
                
                
                —
                
                
                
                17,924Total
                
                $
                49,887
                
                
                $
                4,721
                
                
                $
                —
                
                
                $
                —
                
                
                $
                54,608





Cash
equivalents are comprised of money market funds which are traded in an active
market with no restrictions and money market savings accounts. As of January 31,
2009, cash and cash equivalents was $44.7 million and the Company did not have
any marketable securities.




The
Company invested in common stock and warrants of Highbury Financial, Inc.
(“Highbury”), beginning in the first quarter of fiscal 2010. Highbury paid
quarterly dividends of $0.05 per share of common stock and special dividends of
$1.50 and $0.9977 per share of common stock on October 7, 2009 and April 15,
2010, respectively. Over the term of its investment, the
Company received aggregate dividends of $8.1 million on its Highbury common
stock. On December 12, 2009, Highbury entered into a merger agreement to be
acquired by a subsidiary of Affiliated Managers Group, Inc. (“AMG”) for AMG
common stock. Following the announcement of the transaction between Highbury and
AMG, the Company implemented a hedging strategy related to AMG common
stock. The purpose of the hedging strategy was to preserve the
Company’s profits in
its Highbury common stock. The hedging instruments have been included as
exchange traded marketable securities in the table above.




F-11


PEERLESS
SYSTEMS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.   Comprehensive
Income




Comprehensive
income is defined as the change in equity of a business enterprise during a
period from transactions and other events.  For the Company,
comprehensive income consists of its reported net income and the net unrealized
gains or losses on marketable securities and foreign currency translation
adjustments.  Comprehensive income for each of the periods presented
is comprised as follows:




Year Ended January 31,2010
                      
                      
                      2009Net
      income
                      
                      $
                      7,238
                      
                      
                      $
                      17,619Changes
      in unrealized gains in available for sale securities, net of
      taxes
                      
                      
                      2,857
                      
                      
                      
                      -Foreign
      currency translation adjustment, net of taxes
                      
                      
                      (26
                      )
                      
                      
                      (13
                      )Total
      comprehensive income, net of taxes
                      
                      $
                      10,069
                      
                      
                      $
                      17,606





4.   Sale of operating assets to
KMC





On
April 30, 2008, the Company consummated the transactions contemplated by
the Asset Purchase Agreement, dated as of January 9, 2008, between KMC and
the Company, pursuant to which the Company sold substantially all of its IP to
KMC, transferred to KMC thirty-eight (38) of its employees, licensed the IP
back from KMC on a nonexclusive, worldwide, perpetual and royalty free basis
subject to certain restrictions, and terminated most of the Company’s existing
agreements with KMC.  As consideration for the sale, KMC assumed
approximately $0.4 million of the Company’s liabilities, paid the Company
$33.0 million and agreed to escrow an additional $4.0 million relating
to potential indemnification obligations.  The Company recorded a
pre-tax gain on the sale of assets of approximately $32.9 million during the
year ended January 31, 2009, which does not include the $2.4 million of
additional licensing costs associated with the restructured license agreements
with KMC (see Note 5).





On May
26, 2009, the Company entered into an agreement with KMC providing for the early
release of the escrow funds. The Company received approximately $3.8
million which was recognized as a gain and $0.2 million was paid to KMC as a
discount for the early release of the $4.0 million held in escrow.





5.   Product License
Costs





In the
first quarter of fiscal 2010, the Company amended of a third party technology
license agreement which resulted in a $2.6 million change in
estimate that resulted from our negotiation and resulting reduction in
certain third party licensing cost.  The Company recorded the
gain as a reduction in the cost of revenues.  In the first quarter of
fiscal 2009, the Company had a $2.4 million increase of product licensing
expense due to the KMC Transaction and the resulting change in mix of
technologies available to be delivered against existing block licenses with
KMC.





6.   Stock Option and Purchase
Plan





The
Company has certain plans which provide for the grant of incentive stock options
to employees and non-statutory stock options, restricted stock purchase awards
and stock bonuses to employees, directors and consultants.  The terms
of stock options granted under these plans generally may not exceed
10 years.  Options granted under these plans vest at the rate
specified in each optionee’s agreement, generally over three or four
years.  An aggregate of 6.2 million shares of common stock have
been authorized for issuance under the various option plans.





On
February 1, 2006 the Company adopted FASB ASC 718, Compensation – Stock
Compensation (formerly known as FAS 123(R) Share-Based Payments), using
the modified-prospective method.  Under this transition method,
compensation expense recognized subsequent to adoption includes: a) compensation
cost for all share-based payment granted prior to, but not yet vested as of
adoption, based on values estimated in accordance with the original provisions
of SFAS No. 123, and b) compensation cost of all share-based payments granted
subsequent to adoption, based on the grant-date fair values estimated in
accordance with Topic 718.


F-12


PEERLESS
SYSTEMS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)





Compensation
expense for share-based awards granted on or after February 1,
2006 are recognized using a straight-line, or single-option
method.  The Company recognizes these compensation costs over the
service period of the award, which is generally the option vesting term of three
or four years.  In determining the fair value of options granted the
Company primarily used the Black-Scholes model and assumed no dividends per
year.  During fiscal 2010, the Company used the weighted average
expected lives of 3.28 years, expected volatility of 63%, and weighted
average risk free interest rate of 2.48%.  During fiscal 2009, the
Company used the weighted average expected lives of 3.73 years, expected
volatility of 62%, and weighted average risk free interest rate of
2.57%.





In fiscal
2010 and 2009 the Company recorded a total of $172,000 and $1,161,000,
respectively, in stock option expense related to stock options awarded after the
adoption of Topic 718 and for stock options which were not vested by the date of
adoption of ASC 718.





The
valuation methodologies and assumptions in estimating the fair value of stock
options that were granted in fiscal 2010 were similar to those used in
estimating the fair value of stock options granted in fiscal
2009.  The Company uses historical volatility of Peerless’ stock price
as a basis to determine the expected volatility assumption to value stock
options.  The Company used its actual stock trading history over a
period that approximates the expected term of its options.  The
expected dividend yield is based on Peerless’ practice of not paying
dividends.  The risk-free rate of return is based on the yield of a
U.S. Treasury instrument with terms approximating or equal to the expected life
of the option.  The expected life in years is based on historical
actual stock option exercise experience.





1996 Incentive Plan: In
May 1996, the Board of Directors adopted the Company’s 1996 Stock Option
Plan.  The Company’s 1996 Equity Incentive Plan (the “1996 Incentive
Plan”) was adopted by the Board of Directors in July 1996 as an amendment
and restatement of the Company’s 1996 Plan.  At that time, the Board
of Directors had authorized and reserved an aggregate of 1,267,000 shares of
common stock for issuance under the 1996 Incentive Plan.  Additional
shares of common stock were authorized and reserved for issuance under the
1996 Incentive Plan in June 1998, June 1999, June 2001, and
June 2003 in the amounts of 1,200,000, 750,000, 750,000, and 700,000
shares, respectively.





2005 Incentive Stock Option
Plan: In June 2005 stockholders approved the Company’s 2005 Equity
Incentive Plan.  The Board authorized and reserved 500,000 shares
together with the 289,000 shares remaining under the 1996 Incentive Plan which
was terminated as authorized by the stockholders.





The 2005
Incentive Plan allows for the grant of incentive stock options to employees
and non-statutory stock options, restricted stock purchase awards and stock
bonuses to employees, directors and consultants.  The terms of stock
options granted under the Incentive Plan generally may not exceed
10 years.  The exercise price of options granted under the
Incentive Plan is determined by the Board of Directors, provided that the
exercise price for an incentive stock option cannot be less than 100% of the
fair market value of the common stock on the date of the option grant and the
exercise price for a non-statutory stock option cannot be less than 85% of the
fair market value of the common stock on the date of the option
grant.  Options granted under the Incentive Plan vest at the rate
specified in each optionee’s agreement, which is generally over 1 to
4 years.





The
following represents option activity under the 1996 Incentive Plan and 2005
Incentive Plan for the fiscal years ended January 31, 2009 and
2010:


F-13




PEERLESS
SYSTEMS CORPORATION


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




Weighted AverageWeighted
                      
                      
                      RemainingAverage Exercise
                      
                      
                      Contractual
                      
                      
                      AggregateOptions
                      
                      
                      Price
                      
                      
                      Term(Years)
                      
                      
                      IntrinsicValue(In thousands, except per share amounts)Beginning
      outstanding balance at January 31, 2008
                      
                      
                      3,673
                      
                      
                      $
                      2.73Granted
                      
                      
                      307
                      
                      
                      $
                      1.90Exercised
                      
                      
                      (928
                      )
                      
                      $
                      1.07Canceled
      or expired
                      
                      
                      (1,994
                      )
                      
                      $
                      3.67Balance
      outstanding January 31, 2009
                      
                      
                      1,058
                      
                      
                      $
                      2.26Granted
                      
                      
                      155
                      
                      
                      $
                      2.04Exercised
                      
                      
                      (37
                      )
                      
                      $
                      1.08Canceled
      or expired
                      
                      
                      (228
                      )
                      
                      $
                      3.67Balance
      outstanding January 31, 2010
                      
                      
                      948
                      
                      
                      $
                      1.93
                      
                      
                      
                      5.95
                      
                      
                      $
                      790Stock
      options exercisable, January 31, 2010
                      
                      
                      685
                      
                      
                      $
                      1.88
                      
                      
                      
                      4.81
                      
                      
                      $
                      645





The
weighted-average fair value as of date of grant of the options granted during
the years ended January 31, 2010 and 2009 were $0.96 and $0.90,
respectively.  During the twelve months ended January 31, 2010
and 2009, the total intrinsic value of stock options exercised was $28,000 and
$821,000, respectively.  Cash received from stock option exercises in
fiscal 2010 was $40,000.  The excess tax benefit was negligible for
the year ended January 31, 2010.  As of January 31, 2010,
there was $218,000 of total unrecognized compensation cost related to nonvested
share-based compensation arrangements granted under the 1996 and 2005 plans and
certain options issued outside these plans.  That cost is expected to
be recognized over a weighted-average period of 2.3 years.  The
Company issues shares of common stock reserved for such plans upon the exercise
of stock options.  In the current year, the Company has granted each
of the three returning board members 10,000 shares of restricted stock, and also
granted to such directors the shares which should have been granted in
2008.  During fiscal 2010, the Company granted 44,481 shares of
restricted stock.  As of January 31, 2010, none of the restricted
stock was vested.  The related stock based compensation expenses of
approximately $61,000 have been recorded for the year ended January 31,
2010.  In addition, the Company also issued 60,000 shares of common
stock with a related stock based compensation expenses of approximately $138,000
during fiscal 2010.




7.  Property
and Equipment:





Property
and equipment at January 31 consisted of the following:





2010
                              
                              
                              2009(In thousands)Computers
      and other equipment
                              
                              $
                              37
                              
                              
                              
                              895Furniture
                              
                              
                              9
                              
                              
                              
                              100Leasehold
      improvements
                              
                              
                              —
                              
                              
                              
                              —46
                              
                              
                              
                              995Less,
      accumulated depreciation and amortization
                              
                              
                              (22
                              )
                              
                              
                              (949
                              )$
                              24
                              
                              
                              
                              46





Property
and equipment depreciation and amortization for the years ended January 31,
2010 and 2009 was $14,000 and $266,000, respectively.





8.  Other
Current Liabilities





Other
current liabilities at January 31 consisted of the following:





2010
                
                
                2009(In thousands)Professional
      service fees
                
                $
                129
                
                
                $
                150Restructuring
      charges
                
                
                —
                
                
                
                217Other
                
                
                157
                
                
                
                138Total
      other current liabilities
                
                $
                286
                
                
                $
                505




F-14


PEERLESS
SYSTEMS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


9.  Deferred
Revenues:





The
Company may bill or receive payments from its customers for fees associated with
product licensing, engineering services, or maintenance agreements in advance of
the Company’s completion of its contractual obligations.  Such
billings or payments, in accordance with the Company’s revenue recognition
policies, are deferred, and are recognized as revenue when the Company has
performed its contractual obligations related to the billings or
payments.





Deferred
revenues consisted of the following at January 31:





2010
                  
                  
                  2009(In thousands)Product
      licensing
                  
                  $
                  250
                  
                  
                  $
                  250Engineering
      services and maintenance
                  
                  
                  122
                  
                  
                  
                  456$
                  372
                  
                  
                  $
                  706





10.  Income
Taxes:





The
income tax provision for the years ended January 31, 2009 and
2010 consisted of:





2010
                          
                          
                          2009(In thousands)Current:Federal
                          
                          $
                          -
                          
                          
                          $
                          1,030State
                          
                          
                          1
                          
                          
                          
                          1,016Foreign
                          
                          
                          (1
                          )
                          
                          
                          4$
                          -
                          
                          
                          $
                          2,050Deferred:Federal
                          
                          $
                          4,777
                          
                          
                          $
                          6,899State
                          
                          
                          464
                          
                          
                          
                          5665,241
                          
                          
                          
                          7,465Less:
      Change in Valuation Allowance
                          
                          
                          (716
                          )
                          
                          
                          (3,591
                          )Income
      Tax Provision
                          
                          $
                          4,525
                          
                          
                          $
                          5,924


F-15


PEERLESS
SYSTEMS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




Temporary
differences for the years ended January 31, consisted of:





2010
                    
                    
                    2009(In thousands)Deferred
      tax assets:Net
      operating loss carry forwards
                    
                    $
                    854
                    
                    
                    $
                    -Accrued
      liabilities
                    
                    
                    58
                    
                    
                    
                    65Allowance
      for doubtful accounts
                    
                    
                    3
                    
                    
                    
                    33Property
      and equipment
                    
                    
                    1
                    
                    
                    
                    770Deferred
      expenses
                    
                    
                    -
                    
                    
                    
                    973Stock
      based compensation
                    
                    
                    61
                    
                    
                    
                    414Tax
      credit carry forwards
                    
                    
                    1,221
                    
                    
                    
                    3,458State
      income taxes
                    
                    
                    -
                    
                    
                    
                    355Other
                    
                    
                    12
                    
                    
                    
                    28Total
      deferred tax assets
                    
                    
                    2,210
                    
                    
                    
                    6,096Deferred
      tax liabilities:Dividends
      received
                    
                    
                    (1,705
                    )
                    
                    
                    -Unrealized
      gain on security
                    
                    
                    (1,913
                    )
                    
                    
                    -Subtotal
                    
                    
                    (1,408
                    )
                    
                    
                    6,096Valuation
      allowance
                    
                    
                    (706
                    )
                    
                    
                    (3,423
                    )Net
      deferred income tax (liability)/asset
                    
                    $
                    (2,114
                    )
                    
                    $
                    2,673





The
provision (benefit) for income taxes for the years ended January 31, 2009
and 2010 differed from the amount that would result from applying the federal
statutory rate as follows.





2010
                  
                  
                  2009Statutory
      federal income tax rate
                  
                  
                  35.0
                  %
                  
                  
                  35.0
                  %State
      tax
                  
                  
                  5.6
                  
                  
                  
                  5.1Foreign
      provision
                  
                  
                  -
                  
                  
                  
                  -Research
      & development credits
                  
                  
                  5.5
                  
                  
                  
                  (0.8
                  )Stock
      based compensation
                  
                  
                  0.2
                  
                  
                  
                  0.4Other
                  
                  
                  0.1
                  
                  
                  
                  0.7Dividend
      received deduction
                  
                  
                  (1.8
                  )
                  
                  
                  -Change
      in valuation allowance
                  
                  
                  (6.1
                  )
                  
                  
                  (15.3
                  )Provision
      (benefit) for income taxes
                  
                  
                  38.5
                  %
                  
                  
                  25.1
                  %





As of
January 31, 2010, the Company had tax credit carry forwards available to
reduce future income tax liabilities of approximately $3.0 million which
will begin to expire in fiscal year 2011.  Utilization of the tax
carry forwards will be subject to an annual limitation if a change in the
Company’s ownership should occur as defined by Section 382 and
Section 383 of the Internal Revenue Code.


F-16


PEERLESS
SYSTEMS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


On
February 1, 2007, the Company adopted ASC 740-10.  ASC 740-10
clarifies the accounting and reporting for uncertainties in income tax
law.  This Interpretation prescribes a comprehensive model for the
financial statement recognition, measurement, presentation and disclosure of
uncertain tax positions taken or expected to be taken in income tax
returns.  The Interpretation requires that the tax effects of a
position be recognized only if it is “more-likely-than-not” to be sustained by
the taxing authority as of the reporting date.  If the tax position is
not considered “more-likely-than-not” to be sustained, then no benefits of the
position are to be recognized.





There was
no cumulative effect of adopting ASC 740-10 to the February 1, 2007
retained earnings balance.  On the date of adoption, the Company had
$2.0 million of unrecognized tax benefits, all of which would reduce its
effective tax rate if recognized.  A reconciliation of the beginning
and ending amount of unrecognized tax benefits is as follows:





January31,2010
                  
                  
                  January31,2009(In thousands)Beginning
      balance
                  
                  $
                  2,394
                  
                  
                  $
                  2,781Additions
      based on tax positions related to current year
                  
                  
                  -
                  
                  
                  
                  -Subtractions
      for tax positions of prior years
                  
                  
                  -
                  
                  
                  
                  (387
                  )Ending
      balance
                  
                  $
                  2,394
                  
                  
                  $
                  2,394





The net
amount of $2.4 million, if recognized, would favorably affect the company’s
effective tax rate.  The Company does not anticipate a significant
change to the total amount of unrecognized tax benefits within the next
12 months.





Interest
and penalties related to income tax liabilities is included in pre-tax
income.  The Company’s January 31, 2006 through January 31,
2008 tax returns remain open to examination by the tax authorities.





In
assessing the whether deferred tax assets can be realized, the Company considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized.  The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income or reversal of
deferred tax liabilities during the periods in which those temporary differences
become deductible.  The Company considers the scheduled reversal of
deferred tax liabilities, projected future taxable income, and tax planning
strategies in making this assessment.  The Company believes it is more
likely than not that certain foreign deferred tax assets will not be realized
and has maintained a valuation allowance of $0.7 million at
January 31, 2010.





11.  Earnings
Per Share:





Earnings
per share for the years ended January 31, is calculated as
follows:


F-17




PEERLESS
SYSTEMS CORPORATION


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




2010
                  
                  
                  2009Net
                    Income
                  
                  
                  Shares
                  
                  
                  Per
                    Share
                    Amount
                  
                  
                  Net
                    Income
                  
                  
                  Shares
                  
                  
                  Per
                    Share
                    Amount(In thousands, except per share amounts)Basic
      EPSEarnings
      available to common stockholders
                  
                  $
                  7,238
                  
                  
                  
                  16,530
                  
                  
                  $
                  0.44
                  
                  
                  $
                  17,619
                  
                  
                  
                  17,719
                  
                  
                  $
                  0.99Effect
      of Dilutive SecuritiesOptions
                  
                  
                  —
                  
                  
                  
                  161
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  353
                  
                  
                  
                  —Diluted
      EPSEarnings
      available to common stockholders with assumed conversions
                  
                  $
                  7,238
                  
                  
                  
                  16,691
                  
                  
                  $
                  0.43
                  
                  
                  $
                  17,619
                  
                  
                  
                  18,072
                  
                  
                  $
                  0.97





Potentially
dilutive options in the aggregate of approximately 255,000 and 352,000 in fiscal
years 2010 and 2009, respectively, have been excluded from the calculation of
the diluted income per share based on (i) the fact that the exercise prices of
such options exceeds the average stock price and (ii) the number of buy back
options above the assumed shares issued upon exercise of options.  For
these reasons, these options were considered anti-dilutive.





12.  Restructuring:





Following
the KMC Transaction, the Company formalized a plan directed at reducing
operating costs.  The plan focused primarily on operational and
organizational structures, facilities utilization, and certain other
matters.  As a result of the plan, the Company did not record any
restructuring charges during the twelve months ended January 31,
2010.




A summary
of the activities related to these restructuring liabilities is as
follows:





Severance
                          
                          
                          Facilities(In
      thousands)Balance
      at February 1, 2009
                          
                          $
                          197
                          
                          
                          $
                          20Restructuring
      charges
                          
                          
                          —
                          
                          
                          
                          —Payments
                          
                          
                          (197
                          )
                          
                          
                          (20
                          )Balance
      at January 31, 2010
                          
                          $
                          —
                          
                          
                          $
                          —





13.  Employee
Savings Plan:





The
Company maintains an employee savings plan that qualifies under Section 401(k)
of the Internal Revenue Code (the “Code”) for its full-time
employees.  The plan allows employees to make specified percentage
pretax contributions up to the maximum dollar limitation prescribed by the
Code.  The Company has the option to contribute to the plan up to a
maximum of $2,000 per employee per year.  Company contributions to the
plan during the years ended January 31, 2010 and 2009 were $16,000 and
$105,000, respectively.





14.  Segment
Reporting:





The
Company operates in one reportable business segment,
Imaging.  Peerless provides software-based digital imaging and
networking technology for digital document products and provides directory and
management software for networked storage devices and integrates proprietary
software into enterprise networks of OEMs.





The
Company’s long-lived assets are located principally in the United
States.  The Company’s revenues for the years ended January 31,
2009 and 2010 which are transacted in U.S. dollars, are derived based on sales
to customers in the following geographic regions:


F-18




PEERLESS
SYSTEMS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Years Ended January 31,2010
                  
                  
                  2009(In thousands)United
      States
                  
                  $
                  2,133
                  
                  
                  $
                  2,141Japan
                  
                  
                  2,646
                  
                  
                  
                  8,265Other
                  
                  
                  63
                  
                  
                  
                  —$
                  4,843
                  
                  
                  $
                  10,406





15.  Commitments:





Operating Leases: The Company
subleases its offices and certain operating equipment under operating leases
that expire in fiscal year 2012.  Future minimum rental payments under
long-term operating leases for the years ending January 31 are as
follows:





OperatingLeases(In
      thousands)2012
                              
                              $
                              51Thereafter
                              
                              
                              —$
                              51





Total
rental expense, net of sublease income, was $80,000 and $956,000 for the years
ended January 31, 2010 and 2009, respectively.





Purchase Orders: The Company
does not have any outstanding purchase orders for materials and services at the
end of fiscal year 2010.





16.  Risks
and Uncertainties:




Concentration of Credit Risk:The Company’s credit risk in accounts receivable (trade and unbilled),
which are generally not collateralized, is concentrated with customers which are
OEMs of laser printers and printer peripheral technologies.  The
financial loss, should a customer be unable to meet its obligation to the
Company, would be equal to the recorded accounts receivable.  At
January 31, 2010, four customers collectively represented 86% of total
accounts receivable and at January 31, 2009, four customers collectively
represented 92%.





A
significant portion of the Company’s revenue is generated from the sale of block
licenses.  Block license revenue represented 20% and 45% of total
revenue for the fiscal years 2010 and 2009, respectively.





Litigation: The Company is
involved from time to time in various claims and legal actions incident to its
operations, either as plaintiff or defendant.  In the opinion of
management, after consulting with legal counsel, no claims are currently
expected to have a material adverse effect on the Company’s financial position,
operating results, or cash flows.





License
Agreements:The Company's historical business has
consisted of (i) products based upon an agreement with Novell (“Novell”) and
(ii) products based upon an agreement with Adobe to bundle and sublicense
Adobe’s licensed products into new products for OEMs. The Company’s agreement with
Adobe Systems Corporation (“Adobe”) to bundle and sublicense Adobe’s
licensed products into new OEM products expired on March 31,
2010.  The Company is unlikely to be able to transition our
customer base to another provider. The Company expects a material
decrease in  revenues for fiscal 2011 due to the end of this
agreement.





17.  Subsequent
Events


F-19


PEERLESS
SYSTEMS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Pursuant
to the Company’s acquisition strategy, the Company invested in common stock and
warrants of Highbury beginning in the first quarter of fiscal
2010.  Highbury paid quarterly dividends of $0.05 per share of common
stock and special dividends of $1.50 and $0.9977 per share of common stock on
October 7, 2009 and April 15, 2010, respectively.  Over the term of
its investment, the Company received aggregate dividends of $8.1
million on its Highbury common stock.
  On
December 12, 2009, Highbury entered into a merger agreement to be acquired by a
subsidiary of AMG for AMG common stock.  Following the announcement of
the transaction between Highbury and AMG, the Company implemented a
hedging strategy related to AMG common stock.  The purpose
of this hedging strategy was to preserve the Company's profits in
its Highbury common stock.  On April 15, 2010, the transaction was
completed and the Company's 3,070,355 shares of Highbury common stock
were converted into 230,199 shares of AMG common stock (or 0.075951794
shares of AMG common stock per Highbury share).  The
Company's gains on its investment in Highbury are subject to taxes at our
normal corporate rate, were reduced by our hedging strategy and were reduced by
certain incentive compensation paid to a director and a
consultant.  (See Item 7 “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” for an unaudited estimate of our
gain from the investment.)


The
Company has evaluated subsequent events through the date these consolidated
financial statements were issued, and concluded no other subsequent events
required disclosure or recognition.





SCHEDULE
II — VALUATION AND QUALIFYING ACCOUNTS




AdditionsBalance at
                  
                  
                  Charged to
                  
                  
                  
                  
                  
                  Balance atBeginning
                  
                  
                  Costs and
                  
                  
                  
                  
                  
                  End ofAllowances for uncollectible accounts receivable:
                  
                  of Period
                  
                  
                  Expenses
                  
                  
                  Deductions
                  
                  
                  Period(In thousands)Year Ended
      January 31, 2009Reserves
      deducted from assets to which they apply:Allowances
      for uncollectible accounts receivable
                  
                  $
                  7
                  
                  
                  $
                  75
                  
                  
                  $
                  -
                  
                  
                  $
                  82Year
      Ended January 31, 2010Reserves
      deducted from assets to which they apply:Allowances
      for uncollectible accounts receivable
                  
                  $
                  82
                  
                  
                  $
                  (76
                  )
                  
                  $
                  -
                  
                  
                  $
                  6


F-20