UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





(Mark One)




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



For the quarterly period ended February 28, 2011





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 0-22182




PATRIOT SCIENTIFIC CORPORATION


(Exact name of registrant as specified in its charter)





Delaware

(State or other jurisdiction ofincorporation or organization)
84-1070278

(I.R.S. Employer Identification No.)





701 Palomar Airport Road, Suite 170, Carlsbad, California

(Address of principal executive offices)
92011

(Zip Code)





(Registrant’s telephone number, including area code): (760) 547-2700





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. YES x NO o




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 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 o NO o





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 filer o
Accelerated filer x
Non-accelerated filer o

(do not check if smaller reporting company)
Smaller reporting company o





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x




On April 7, 2011, 407,792,782 shares of common stock, par value $0.00001 per share were outstanding.











INDEX








PagePART I. FINANCIAL INFORMATIONITEM 1. Financial StatementsCondensed consolidated Balance Sheets as of February 28, 2011 (unaudited) and May 31, 2010
3Condensed consolidated Statements of Operations for the three and nine months ended February 28, 2011 and February 28, 2010 (unaudited)
4Condensed consolidated Statements of Cash Flows for the nine months ended February 28, 2011 and February 28, 2010 (unaudited)
5Notes to condensed consolidated Financial Statements (unaudited)
6-28ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
29-44ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
45ITEM 4. Controls and Procedures
45PART II. OTHER INFORMATIONITEM 1. Legal Proceedings
46ITEM 1A. Risk Factors
46ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
46ITEM 3. Defaults Upon Senior Securities
47ITEM 4. Removed and Reserved
47ITEM 5. Other Information
47ITEM 6. Exhibits
47-48SIGNATURES
49








2





PART I - FINANCIAL INFORMATION





Item 1. Financial Statements


Patriot Scientific Corporation


Condensed Consolidated Balance Sheets





February 28, 2011


May 31, 2010ASSETS

(Unaudited)Current assets:Cash and cash equivalents

$
10,262,192


$
10,340,110Restricted cash and cash equivalents


20,783



20,705Current portion of marketable securities


1,225,050



12,105Accounts receivable


124,532



149,504Accounts receivable - affiliated company


4,583



7,010Notes receivable, net


-



1,116,382Work-in-process


-



136,637Prepaid income taxes


904,200



930,272Current portion of deferred tax assets


-



472,707Prepaid expenses and other current assets


93,571



231,718Total current assets


12,634,911



13,417,150Marketable securities, net of current portion


-



5,133,835Property and equipment, net


20,724



37,099Goodwill


-



642,981Other intangible assets, net


1,515,555



1,722,222Deferred tax assets, net of current portion


-



5,911,732Other assets


89,273



43,033Investment in affiliated company


524,897



507,629Total assets

$
14,785,360


$
27,415,681LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent liabilities:Accounts payable

$
68,699


$
493,519Accrued expenses and other


262,171



292,004Deferred revenue


45,518



156,084Total current liabilities


376,388



941,607Other non-current liabilities


3,240



-Long-term debt, including accrued interest, net of current portion


-



3,122,144Total long-term liabilities


3,240



3,122,144Total liabilities


379,628



4,063,751Commitments and contingenciesStockholders’ equity:Preferred stock, $0.00001 par value; 5,000,000 shares authorized: none outstanding


-



-Common stock, $0.00001 par value: 600,000,000 shares authorized: 438,167,618 shares issued and 407,792,782 shares outstanding at February 28, 2011 and 438,167,618 shares issued and 408,821,071 shares outstanding at May 31, 2010


4,381



4,381Additional paid-in capital


77,310,374



77,241,227Accumulated deficit


(48,710,607
)


(39,561,669
)Common stock held in treasury, at cost – 30,374,836 shares and 29,346,547 shares at February 28, 2011 and May 31, 2010,  respectively


(14,198,416
)


(14,085,015
)Accumulated other comprehensive loss


-



(246,994
)Total stockholders’ equity


14,405,732



23,351,930Total liabilities and stockholders’ equity

$
14,785,360


$
27,415,681




See accompanying notes to unaudited condensed consolidated financial statements.
  3





Patriot Scientific Corporation
 Condensed Consolidated Statements of Operations


(Unaudited)





Three Months Ended


Nine Months EndedFebruary 28, 2011


February 28, 2010


February 28,2011


February 28, 2010Revenues:License and service revenue

$
109,857


$
183,474


$
276,687


$
346,925Cost of sales:License and service revenue


17,376



19,915



45,791



92,102Amortization of purchased intangibles


68,889



68,889



206,667



482,265Impairment of purchased intangibles


-



-



-



3,530,263Total cost of sales


86,265



88,804



252,458



4,104,630Gross profit (loss)


23,592



94,670



24,229



(3,757,705
)Operating expenses:Research and development


183,065



361,742



571,094



1,216,496Selling, general and administrative


805,993



1,254,359



3,102,162



5,193,184Impairment of goodwill


-



-



642,981



1,096,268Total operating expenses


989,058



1,616,101



4,316,237



7,505,948Operating loss


(965,466
)


(1,521,431
)


(4,292,008
)


(11,263,653
)Other income (expense):Interest and other income


86,069



50,396



105,158



119,170Interest expense


-



(19,788
)


(20,810
)


(60,057
)Impairment of investment in affiliated companies


-



-



-



(1,113,625
)Gain on sale of Verras Medical, Inc. assets


-



182,397



-



182,397Gain on sale of Vigilys business line


-



-



60,000



-Recovery of (reserve for) loan loss


1,013,151



(1,013,151
)


1,013,151



(1,013,151
)Realized gain (loss) on sale of marketable securities


47,860



-



(600,879
)


-Equity in earnings of affiliated companies, net


2,300,912



385,697



825,074



3,858,057Total other income (expense), net


3,447,992



(414,449
)


1,381,694



1,972,791Income (loss) before income taxes


2,482,526



(1,935,880
)


(2,910,314
)


(9,290,862
)Provision (benefit) for income taxes


8,131,535



(997,609
)


6,238,624



(3,620,891
)Net loss

$
(5,649,009
)

$
(938,271
)

$
(9,148,938
)

$
(5,669,971
)Basic loss per common share

$
(0.01
)

$
-


$
(0.02
)

$
(0.01
)Diluted loss per common share

$
(0.01
)

$
-


$
(0.02
)

$
(0.01
)Weighted average number of common shares outstanding-basic


405,013,021



407,006,768



405,355,673



407,308,729Weighted average number of common shares outstanding-diluted


405,013,021



407,006,768



405,355,673



407,308,729





See accompanying notes to unaudited condensed consolidated financial statements
 4


Patriot Scientific Corporation


Condensed Consolidated Statements of Cash Flows


(Unaudited)





Nine months endedFebruary 28, 2011


February 28, 2010Operating activities:Net loss

$
(9,148,938
)

$
(5,669,971
)Adjustments to reconcile net loss to net cash used in operating activities:Amortization and depreciation


225,217



526,426Share-based compensation relating to issuance of stock options


71,862



213,273Impairment of intangibles


-



3,530,263Impairment of goodwill


642,981



1,096,268Accrued interest income added to investments and notes receivable


(11,841
)


(31,050
)Equity in earnings of affiliated companies


(825,074
)


(3,858,057
)Realized loss on sale of marketable securities


600,879



-Gain on sale of Vigilys business line


(60,000
)


-Gain on sale of Verras Medical, Inc. assets


-



(182,397
)Impairment of investment in affiliated companies


-



1,113,625Loss on sale of assets


1,719



965Deferred income taxes


6,215,268



(3,615,844
)Reserve for (recovery of) loan loss


(1,013,151
)


1,013,151Changes in operating assets and liabilities:Accounts receivable


24,972



(43,405
)Receivable from affiliated company


2,427



3,424Work-in-process


136,637



27,279Prepaid expenses and other current assets


151,907



221,657Prepaid income taxes


26,072



(5,047
)Accounts payable and accrued expenses


(451,413
)


(389,961
)Deferred revenue


(110,566
)


119,206Net cash used in operating activities


(3,521,042
)


(5,930,195
)Investing activities:Proceeds from sales of marketable securities


4,961,226



3,648,681Purchases of marketable securities


(1,225,000
)


-Proceeds from sale of restricted investments


-



31,643Purchases of property and equipment


(3,894
)


(72,669
)Issuance of note receivable


-



(2,005,000
)Proceeds on sale of Verras Medical, Inc. assets


-



62,500Repayment of note receivable


2,141,246



-Investments in affiliated companies


-



(612,500
)Distributions from affiliated company


807,806



7,377,827Net cash provided by investing activities


6,681,384



8,430,482Financing activities:Proceeds from exercise of common stock warrants and options


-



7,450Repurchase of common stock for treasury


(113,401
)


(165,564
)Tax effect of expiration/cancellation/exercise of stock options


(2,715
)


-Payment on note payable


(3,122,144
)


-Net cash used in financing activities


(3,238,260
)


(158,114
)Net (decrease) increase in cash and cash equivalents


(77,918
)


2,342,173Cash and cash equivalents, beginning of period


10,340,110



6,206,868Cash and cash equivalents, end of period

$
10,262,192


$
8,549,041Supplemental Disclosure of Cash Flow Information:Cash payments for interest

$
137,785


$
-Cash payments for income taxes

$
-


$
-Supplemental Disclosure of  Non-Cash Investing and Financing Activities:Unrealized recovery on investments in marketable securities charged to other comprehensive income adjusted for deferred tax benefit

$
-


$
236,235Reversal of unrealized loss charged to other comprehensive income at May 31, 2010 adjusted for deferred tax benefit due to recognition of loss in current period

$
(246,994
)

$
-





See accompanying notes to unaudited condensed consolidated financial statements.




5


Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements


1.  Basis of Presentation and Summary of Significant Accounting Policies





The unaudited condensed consolidated financial statements of Patriot Scientific Corporation (the “Company”, “PTSC”, “Patriot”, “we”, “us” or “our”) presented herein have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Report on Form 10-K for our fiscal year ended May 31, 2010.





In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of the results for the interim period presented.  Operating results for the nine month period ended February 28, 2011 are not necessarily indicative of the results that may be expected for the year ending May 31, 2011.





Basis of Consolidation





The condensed consolidated balance sheet at February 28, 2011 includes our accounts and those of our wholly owned subsidiary Patriot Data Solutions Group, Inc. (“PDSG”) which includes Crossflo Systems, Inc. (“Crossflo”), and our inactive subsidiary Plasma Scientific Corporation.  All significant intercompany accounts and transactions have been eliminated.  In August 2010, we sold the Vigilys business line.





The condensed consolidated balance sheet at May 31, 2010 includes our accounts and those of our wholly owned subsidiary PDSG which includes Crossflo, the business line of Vigilys and our inactive subsidiary Plasma Scientific Corporation.  All significant intercompany accounts and transactions have been eliminated. In January 2010, we sold the assets of Verras Medical, Inc.





The condensed consolidated statement of operations for the three and nine months ended February 28, 2011 includes our accounts, and those of our wholly owned subsidiary PDSG which includes Crossflo, the business line of Vigilys (until August 2010) and our inactive subsidiary Plasma Scientific Corporation.  All significant intercompany accounts and transactions have been eliminated.





The condensed consolidated statement of operations for the three and nine months ended February 28, 2010 includes our accounts and those of our wholly owned subsidiary PDSG which includes Crossflo, the assets of Verras Medical, Inc. (until January 2010), the business line Vigilys and our inactive subsidiary Plasma Scientific Corporation.  All significant intercompany accounts and transactions have been eliminated.





Investments in Marketable Securities





We determine the appropriate classification of our investments at the time of purchase and reevaluate such designation at each balance sheet date.  Our investments in marketable securities have been classified and accounted for as available-for-sale based on management’s investment intentions relating to these securities.  Available-for-sale marketable securities are stated at fair market value.  Unrealized gains and losses, net of deferred taxes, are recorded as a component of other comprehensive income (loss).  We follow the authoritative guidance to assess whether our investments with unrealized loss positions are other than temporarily impaired.  Realized gains and losses and declines in fair value judged to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the condensed consolidated statements of operations.  During the quarter ended November 30, 2010, we disposed of our remaining investments in auction rate securities which had an aggregate fair value of $5.2 million (see Note 3).


6
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements


Investments in Affiliated Companies





We review our investments in these affiliated companies to determine whether events or changes in circumstances indicate that the carrying amounts may not be recoverable. The primary factors we consider in our determination are the financial condition, operating performance and near term prospects of the investees. If the decline in value is deemed to be other than temporary, we would recognize an impairment loss.





Effective June 1, 2010, we adopted new authoritative guidance for consolidation of variable interest entities.  The adoption of this guidance did not have a material effect on our condensed consolidated financial statements.





We have a 50% interest in Phoenix Digital Solutions, LLC (“PDS”) (see Note 7).  As of the date of this filing, PDS is a variable interest entity (“VIE”) of which we are not the primary beneficiary and therefore will not consolidate PDS’ financials with our own as we cannot direct the licensing activity of TPL on behalf of PDS. This investment is accounted for using the equity method of accounting since the investment provides us the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if we have an ownership interest in the voting stock of the investee of between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment, originally recorded at cost, is adjusted to recognize our share of net earnings or losses of the investee which is presented in the condensed consolidated statements of operations in the caption “Equity in earnings of affiliated companies, net” and also is adjusted by contributions to and distributions from PDS.





We had a 39.4% interest in Talis (see Note 7).  Prior to the write-off of our investment in Talis during the quarter ended August 31, 2009, we were accounting for our investment using the equity method of accounting.  Under the equity method of accounting, the investment, originally recorded at cost, was adjusted to recognize our share of net earnings or losses of the investee and was presented in the consolidated statements of operations in the caption “Equity in earnings of affiliated companies.” In December 2009, Talis was dissolved.





We owned 37.1% of the preferred stock of Avot Media, Inc. (“Avot”) (see Note 7).  Prior to the write-off of our investment in Avot during the quarter ended November 30, 2009, we were accounting for our investment at cost since we did not have the ability to exercise significant influence over the operating and financial policies of Avot.  During March 2010, Avot sold substantially all of its assets and we collected our note receivable and accrued interest.




We own 100% of the preferred stock of Holocom (see Note 7). During the year ended May 31, 2010, we wrote off our investment in the preferred stock of Holocom of approximately $435,000.  Prior to impairment, this investment was accounted for at cost since we did not have the ability to exercise significant influence over the operating and financial policies of Holocom.




Comprehensive Income (Loss)





Comprehensive income (loss) includes unrealized gains and losses which are excluded from the condensed consolidated statements of operations.





Revenue Recognition





Revenue from technology license agreements is recognized at the time a contract is entered into, the license method is determined (paid-in-advance or on-going royalty), and the customer is provided with the licensed technology, if applicable.


7
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements


Revenue Recognition (continued)





PDSG sells software and services to end users primarily through relationships with systems integrators and prime contractors.  PDSG recognizes revenue in accordance with authoritative guidance for the software industry.  PDSG’s revenue is derived primarily from the following sources: (i) software licensing, (ii) related professional services, and (iii) post contract customer support (“PCS”) agreements.  PCS agreements typically include software updates, on a when and if available basis, telephone and Internet access to technical support personnel. Software updates provide customers with rights to unspecified software product upgrades and to maintenance releases and patches released during the term of the support period.





PDSG’s contracts with customers, including systems integrators and prime contractors, are multiple element arrangements which contain professional services that are considered essential to the functionality of the other elements of the arrangement.  PDSG accounts for revenue on these arrangements according to authoritative guidance for contract accounting. Under this guidance, PDSG recognizes revenue based on progress towards contract completion measured by actual hours incurred in relation to the estimate of total expected hours. PDSG measures these revenues by applying the contract-specific estimated percentage of completion to the total contract amount for software and professional services.  PDSG routinely updates the estimates of future hours for agreements in process and reports any cumulative effects of such adjustments in current operations. PDSG immediately recognizes any loss expected on these contracts when it is projected that loss is probable.





On June 1, 2010, we adopted new authoritative guidance on a prospective basis for revenue arrangements containing multiple deliverables.  This guidance requires us to allocate PDSG’s revenues to all deliverables based on their relative selling price using a specific hierarchy.  The hierarchy is as follows:  vendor-specific objective evidence (“VSOE”), third-party evidence of selling price (“TPE”) or best estimate of selling price (“BESP”).





When a sale involves multiple elements, PDSG allocates the entire fee from the arrangement to each respective element based on VSOE of fair value and recognizesrevenue when each element’s revenue recognition criteria are met. VSOE of fair value for each element is established based on the price charged when the same element is sold separately.  PDSG has established VSOE for its CDX software licenses and PCS based on historical stand-alone sales to third parties or from the stated renewal rates contained in the customer contracts.  PCS is recognized on a straight-line basis over the support period.





PDSG has not yet demonstrated VSOE for the professional services that are rendered in conjunction with its software license sales.  In accordance with the hierarchy we would attempt to establish the selling price of professional services using TPE.  PDSG’s product contains significant differentiation such that the comparable pricing of products with similar functionality cannot be obtained.  PDSG is typically not able to obtain TPE for professional services.





When we are unable to establish selling prices using VSOE or TPE, we use BESP.  The objective of BESP is to determine the price at which PDSG would transact a sale if professional services were sold on a stand-alone basis.  BESP is generally used for offerings that are not typically sold on a stand-alone basis or for highly customized offerings which is the case with PDSG’s professional services deliverable.





Due to the fact that the majority of PDSG’s contracts require significant customization of software, we are recognizing revenue for the CDX software licenses and professional services over the customization period using contract accounting which reflects continuous release of control of the software to the customer. The adoption of this guidance did not have a material effect on our condensed consolidated financial statements.


8
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements


Research and Development





Research and development costs are expensed as incurred and primarily include payroll and related benefit costs and contractor fees.





Earnings Per Share





Basic earnings (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution of securities that could share in the earnings (loss) of an entity.




As a result of our net loss for the three and nine months ended February 28, 2011 and 2010, we have excluded certain equity-based instruments from the diluted loss per share calculation as their inclusion would have had an anti-dilutive effect. Had we reported net income for this period, an additional 0 and 405,313 shares of common stock, respectively, would have been included in the number of shares used to calculate diluted earnings per share for the three months ended February 28, 2011 and 2010 and an additional 755,000 and 1,415,313 shares of common stock, respectively, would have been included in the number of shares used to calculate diluted earnings per share for the nine months ended February 28, 2011 and 2010. Options and warrants in the amount of approximately 5.3 million shares and 6.1 million shares of common stock were excluded from the computation of diluted shares for the three and nine months ended February 28, 2011 and 2010, respectively, as their inclusion would have had an anti-dilutive effect.





In connection with our acquisition of Crossflo, which is now a part of PDSG, we issued escrow shares that are contingent upon certain representations and warranties made by Crossflo at the time of the merger agreement (see Note 11).  We exclude these escrow shares from the basic earnings (loss) per share calculations and include the escrowed shares in the diluted earnings per share calculations.





Share-Based Compensation





Share-based compensation expense recognized during the three and nine months ended February 28, 2011 and 2010 is based on the grant date fair value of the portion of share-based payment awards ultimately expected to vest during the year.  As share-based compensation expense recognized in the condensed consolidated statements of operations is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures.  Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.  Forfeiture rates are based on historical forfeiture experience and estimated future employee forfeitures.





2. Goodwill and Other Intangible Assets





Goodwill originating from acquisitions is not amortized and is tested for impairment on an annual basis and between annual tests based on certain circumstances.  As of November 30, 2010, all goodwill has been impaired.





Purchased intangible assets were being amortized over a period of 9 months to 10 years.  After impairment, the technology of PDSG is currently being amortized over 81 months.


9
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements
 
 
 Goodwill and Other Intangible Assets (continued)





The following table presents details of our other intangible assets and related accumulated amortization balances, which were recorded as a result of business combinations and asset purchases:





Estimated







Net Carrying ValueLife in

Allocated

Accumulated



February 28,Years

Value

Amortization

Impairment

2011Technologies and processes

6.75

$
1,860,000

$
(344,445
)
$
-

$
1,515,555





Estimated







Net Carrying ValueLife in

Allocated

Accumulated



May 31,Years

Value

Amortization

Impairment

2010Customer contracts –open orders

0.75

$
63,600

$
(63,600
)
$
-

$
-Customer relationships

5.00


65,000


(11,064
)

(53,936
)

-Maintenance agreements

4.00


75,400


(23,565
)

(51,835
)

-Trademarks/names

10.00


124,500


(11,972
)

(112,528
)

-Technologies and processes

5.00–8.00


6,136,900


(1,102,714
)

(3,311,964
)

1,722,222$
6,465,400

$
(1,212,915
)
$
(3,530,263
)
$
1,722,222





Management’s plan of restructuring on October 5, 2009 and the continuing inability of PDSG to meet its business plan were indicators of potential impairment on our intangible assets. Accordingly, during the fiscal year ended May 31, 2010, it was determined that intangibles were impaired by approximately $3,530,000.  We have recorded this as an impairment of purchased intangibles on our consolidated statement of operations for the fiscal year ended May 31, 2010.





The amortization expense related to intangible assets was as follows:





Three Months Ended


NineMonths Ended


Three Months Ended


NineMonths EndedFebruary 28, 2011


February 28, 2011


February 28, 2010


February28, 2010Amortization of intangible assets included in:Cost of sales

$
68,889


$
206,667


$
68,889


$
482,265Selling, general and administrative expense


-



-



-



-Total

$
68,889


$
206,667


$
68,889


$
482,265


10
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements


Goodwill and Other Intangible Assets (continued)





At February 28, 2011, the estimated future amortization expense of intangible assets is estimated to be as follows:





Year2011 (remaining three months)

$
68,8892012


275,5562013


275,5562014


275,5562015


275,556Thereafter


344,442Total expected future amortization

$
1,515,555





Changes in the net carrying amount of goodwill are as follows:





Balance, June 1, 2009

$
1,739,249Impairment of Verras goodwill


(196,512
)Impairment of Vigilys goodwill


(110,004
)Impairment of Crossflo goodwill


(789,752
)Balance May 31, 2010


642,981Impairment of Crossflo goodwill


(642,981
)Balance February 28, 2011

$
-





The inability of PDSG to meet its business plan and the general economic environment were indicators of potential impairment on our goodwill at May 31, 2010; accordingly, it was determined that goodwill was impaired by approximately $1,096,000.  We recorded this as an impairment of goodwill on our consolidated statement of operations for the fiscal year ended May 31, 2010.





During the quarter ended November 30, 2010, we wrote off the remaining goodwill associated with our acquisition of Crossflo due to the inability of PDSG to meet its business plan.  We recorded this as an impairment of goodwill on our consolidated statement of operations for the nine months ended February 28, 2011.





3. Cash and Investments





We consider all highly liquid investments with original maturities of three months or less to be cash equivalents.





Restricted cash and cash equivalents at February 28, 2011 and May 31, 2010 consist of a savings account required to be held as collateral for our corporate credit card.





At February 28, 2011, our current portion of marketable securities in the amount of $1,225,050 consists of the par value plus accrued interest of time deposits we purchased during February 2011 and at May 31, 2010, our current portion of marketable securities in the amount of $12,105 consists of accrued interest receivable on our auction rate securities which was receivable semi-annually according to the terms specified in each auction rate security instrument.  These values are reported at cost, which approximate fair market value.


11
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements


Cash and Investments (continued)





We follow authoritative guidanceto account for our financial assets and liabilities at fair value.  Under this authoritative guidance we are required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. We determine fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment or valuations by third party professionals. The three levels of inputs that we may use to measure fair value are:





Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;





Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and





Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).




The following tables detail the fair value measurements within the fair value hierarchy of our cash, cash equivalents and investments in marketable securities:




Fair Value Measurements at February 28, 2011 UsingQuoted Prices

Significantin Active

Other

SignificantFair Value at

Markets for

Observable

UnobservableFebruary 28,

Identical Assets

Inputs

Inputs2011

(Level 1)

(Level 2)

(Level 3)Cash and cash equivalents:Cash:Cash
$

307,931

$

307,931

$

-

$

-Restricted cash


20,783



20,783



-



-Cash equivalents:Money market funds


9,954,261



9,954,261



-



-Marketable securities:Certificates of deposit


1,225,050



1,225,050



-



-Total
$

11,508,025

$

11,508,025

$

-

$

-





Fair Value Measurements at May 31, 2010 UsingQuoted Prices

Significantin Active

Other

SignificantFair Value at

Markets for

Observable

UnobservableMay 31,

Identical Assets

Inputs

Inputs2010

(Level 1)

(Level 2)

(Level 3)Cash and cash equivalents:Cash:Cash
$

244,870

$

244,870

$

-

$

-Restricted cash


20,705



20,705



-



-Cash equivalents:Money market funds


10,095,240



10,095,240



-



-Marketable securities:Auction rate securities


5,133,835



-



-



5,133,835Total
$

15,494,650

$

10,360,815

$

-

$

5,133,835


12
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements


Cash and Investments (continued)





The following table summarizes the activity for the period by investment type for the nine months ended February 28, 2011 and 2010:





Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets

(Level 1)


Fair Value Measurements Using SignificantUnobservable Inputs

(Level 3)Description

Time Deposits


Auction RateSecuritiesBeginning balance June 1, 2010

$
-


$
5,133,835Purchases and interest


1,225,050



-Total realized/unrealized recovery (losses):Realized loss included in earnings


-



(648,740
)Reversal of unrealized losses included in other comprehensive income (loss)


-



416,165Settlements


-



(350,000
)Settlements


-



(4,551,260
)Ending balance February 28, 2011

$
1,225,050


$
-








Fair Value Measurements Using SignificantUnobservable Inputs (Level 3)Description

Auction Rate

SecuritiesBeginning balance, June 1, 2009

$
11,650,000Transfers in to Level 3


—Total realized/unrealized losses:


—Included in earnings


—Included in comprehensive income (loss)


(658,969
)Settlements


(3,600,000
)Ending balance, February 28, 2010

$
7,391,031Total recovery of previously unrealized losses for the nine months ended February 28, 2010 included in other comprehensive loss attributable to the change in fair market value relating to assets still held at the reporting date

$
392,642




13
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements


Cash and Investments (continued)





During February 2011 we purchased certificates of deposit with varying maturity dates greater than three months.  The following table summarizes the maturities, gross unrealized gains or losses and fair value of the certificates of deposit as of February 28, 2011:




February 28, 2011Cost


Gross Unrealized Gains/(Losses)


Fair

ValueMaturityDue in one year or less

$
1,225,050


$
-


$
1,225,050





The following table summarizes unrealized losses on our investments in marketable securities based on an independent third-party valuation at May 31, 2010:





As of May 31, 2010Amortized

Cost


Gross

Unrealized

Losses


Estimated

Fair

ValueShort-termAccrued interest - auction rate securities

$
12,105


$
—


$
12,105Long-termAuction rate securities


5,550,000



(416,165
)


5,133,835Total

$
5,562,105


$
(416,165
)

$
5,145,940




At May 31, 2010, we held four investments that were in an unrealized loss position.  The following table presents the amortized cost and fair value of our investments in marketable securities classified as available-for-sale at May 31, 2010 by contractual maturity:




May 31, 2010Amortized

Cost


Fair

ValueMaturityGreater than two years

$
5,550,000


$
5,133,835




At May 31, 2010, we held auction rate securities with a par value totaling approximately $5.6 million which failed to sell at auction.  In the event we needed to access funds invested in these auction rate securities we would not have been able to liquidate these securities until (i) a future auction of these securities was successful, (ii) they were refinanced and redeemed by the issuers, or (iii) a buyer was found outside of the auction process.  The investments consisted of student loan auction rate instruments issued by various state agencies pursuant to the Federal Family Educational Loan Program (“FFELP”).  These instruments were insured by the various state educational agencies and were guaranteed by the Department of Education as an insurer of last resort.  We had the intent and the ability to hold these investments until the anticipated recovery period.





As a result of temporary declines in the fair value of our auction rate securities, which we attribute to liquidity issues rather than credit issues, we recorded an unrealized loss of $246,994 in other comprehensive loss at May 31, 2010 which represented the gross valuation adjustment of $416,165, net of the related tax benefit of $169,171.


14
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements


Cash and Investments (continued)





Due to the uncertainty surrounding the timing of a market recovery, we classified our auction rate securities as long- term investments in our condensed consolidated balance sheet as of May 31, 2010.




During September 2010, we reached a confidential settlement agreement with Deutsche Bank.  Under terms of the agreement, we transferred approximately $5.2 million in illiquid auction rate securities instruments to Deutsche Bank for a substantial portion of the face value of the securities, and if the instruments are redeemed by a certain date then we will receive the full face amount of the instruments.  On October 4, 2010, we received settlement proceeds from Deutsche Bank of $4,551,260 plus $6,330 of interest income.





During June 2008, we obtained a credit facility for as long as needed, which provided for financing up to 50% of the par value balance of our outstanding auction rate securities on that date. The facility was collateralized by the full value of the outstanding auction rate securities, required no origination fee, and bore interest at the federal funds rate plus 3% (see Note 9).  On September 20, 2010, we paid $2,642,954, which consisted of the balance on the credit facility at August 31, 2010 plus interest through September 20, 2010.  The credit facility was terminated in connection with the settlement agreement with Deutsche Bank.





4. Accounts Receivable





Trade accounts receivable at February 28, 2011 and May 31, 2010 is $124,532 and $149,504, respectively, which relates entirely to PDSG. No allowance for doubtful accounts has been recorded at February 28, 2011 or May 31, 2010.





At February 28, 2011 and May 31, 2010, accounts receivable from our investee PDS was $4,583 and $7,010, respectively.  These balances represent reimbursements we submit to PDS for our legal and related costs incurred in various legal matters of which we are listed as co-defendant with Technology Properties Limited (“TPL”).





5. Notes Receivable





Technology Properties Limited, LLC





On December 24, 2009, we entered into a secured note receivable with TPL for $950,000, intended to cover its operating costs including the furtherance of Moore Microprocessor Patent (“MMP”) portfolio licensing, which was due and payable on or before July 12, 2010.  Terms of the note required interest payable at the rate of 10%.  The note was secured by TPL’s portion of its license receivable distribution accounted for as license fees receivable on the May 31, 2010 balance sheet of PDS (see Note 7).  At May 31, 2010 the balance of the note receivable was $991,382, including accrued interest receivable of $41,382.  The note named both TPL and PDS individually; both jointly and severally liable to pay us.  Accordingly, on July 15, 2010, PDS paid us $1,003,095 which included the principal balance of the note plus interest of $53,095 through July 15, 2010.





On January 12, 2010, we entered into an unsecured note receivable with TPL for $1,000,000, intended to cover its operating costs including the furtherance of MMP portfolio licensing, which was due and payable on or before February 28, 2010.  Terms of the note required interest payable at the rate of 10%.  TPL defaulted on the note on February 28, 2010.  During the third quarter of fiscal 2010, the $1,013,151 balance of the note receivable including accrued interest through February 28, 2010, was fully reserved for.  On January 19, 2011, we and TPL reached a settlement regarding the San Diego Superior Court action (see Note 11) and we received $1,098,903 in January 2011 consisting of the principal balance of the note plus accrued interest through January 2011.


15
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements


Notes Receivable (continued)





Index for Clinical Excellence, Ltd.





On January 25, 2010, the assets of Verras were sold for $250,000.  At closing we received $62,500 and a non-interest bearing promissory note for $187,500 from Index for Clinical Excellence, Ltd.  Terms of the note require payment on each of the three, six and nine month anniversaries of the closing date.  Due to the nominal amount of the note and its short term duration interest income was not separately accounted for.  During April 2010, July 2010 and October 2010 we received the three, six and nine month anniversary payments consisting of $62,500 each on the note.  At May 31, 2010 the balance of the note was $125,000 and the balance was paid in full as of February 28, 2011.





6. Work-In-Process





At February 28, 2011, cumulative billings on PDSG’s contracts in process totaled $395,900 and cumulative revenue recognized on these contracts totaled $321,471.  The difference in these amounts represents billings in excess of work-in-process and is shown at net of $74,429 due to their immateriality.  We have recorded this amount as a component of accrued expenses and other on our condensed consolidated balance sheet at February 28, 2011.





At May 31, 2010, work-in-process consisting of recognized revenue on PDSG’s current contracts was $264,637 and invoices to customers were $128,000.  These amounts are shown as work-in-process on our condensed consolidated balance sheet at May 31, 2010 at net of $136,637 due to their immateriality.





7. Investments in Affiliated Companies





Phoenix Digital Solutions, LLC





On June 7, 2005, we entered into a Master Agreement (the “Master Agreement”) with TPL, and Charles H. Moore (“Moore”), the co-inventor of the technology which is the subject of the MMP Portfolio of microprocessor patents, pursuant to which the parties resolved all legal disputes between them. Pursuant to the Master Agreement, we and TPL entered into the Limited Liability Company Operating Agreement of PDS (the “LLC Agreement”) into which we and Moore contributed our rights to certain of our technologies.





We and TPL each own 50% of the membership interests of PDS, and each of us has the right to appoint one member of the three member management committee. The two appointees are required to select a mutually acceptable third member of the management committee. Pursuant to the LLC Agreement, we and TPL agreed to establish a working capital fund for PDS of $4,000,000, of which our contribution was $2,000,000. The working capital fund increases to a maximum of $8,000,000 as license revenues are achieved. We and TPL are obligated to fund future working capital requirements at the discretion of the management committee of PDS in order to maintain working capital of not more than $8,000,000. Neither we nor TPL are required to contribute more than $2,000,000 in any fiscal year. Distributable cash and allocation of profits and losses will be allocated to the members in the priority defined in the LLC Agreement. PDS has committed to pay a quarterly amount ranging between $500,000 and $1,000,000 (based upon a percentage of the working capital fund balance of PDS) for supporting efforts to secure licensing agreements by TPL on behalf of PDS. During the nine months ended February 28, 2011 and 2010, PDS expensed $2,000,000 and $1,500,000, respectively, pursuant to this commitment (see Note 11).  This expense is recorded in the accompanying statements of operations presented below.


16
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements


Investments in Affiliated Companies (continued)





PDS reimburses TPL for payment of all legal and third-party expert fees and other related third-party costs and other expenses.  During the nine months ended February 28, 2011 and 2010, PDS expensed $4,780,936 and $3,590,714, respectively, pursuant to the agreement.  These expenses are recorded in the accompanying statements of operations presented below.





On August 17, 2009, the management committee of PDS resolved to pay TPL $500,000 per quarter beginning on June 1, 2009 and continuing through May 31, 2010 relating to TPL’s special work and effort regarding the MMP litigation and U.S. Patent Office re-examinations.  In the event that PDS had insufficient funds to make such payments, we were required to advance half of the quarterly amount to PDS.  Our advances to PDS were to be without interest and were to be repaid to us no later than May 31, 2010.  During the fiscal year ended May 31, 2010, TPL received $1,500,000 from PDS pursuant to this agreement which is included in the fiscal 2010 legal and third-party expenses of PDS above.  We did not advance any funds to PDS under this resolution.  On May 31, 2010, the resolution terminated. On January 19, 2011, in accordance with our settlement agreement with TPL, PDS agreed to pay TPL an additional $750,000 pursuant to this agreement representing reimbursement of special litigation support costs incurred by TPL.





During April 2010, we filed two separate actions against TPL in the Superior Courts of San Diego and Santa Clara counties.  We and TPL had been in negotiations to restructure our relationship.  On January 19, 2011, we settled the San Diego Superior Court action (see Note 11).





On July 15, 2010, we received payment from PDS of $1,003,095 consisting of principal and interest through July 15, 2010 on our $950,000 secured note with TPL for which PDS was jointly and severally liable.  This amount has been recorded as a note receivable from TPL on PDS’ balance sheet on July 15, 2010.  Due to TPL’s inability to pay the note, it was fully reserved for at July 15, 2010 and the allowance was recorded as “Reserve for loan loss and uncollectable receivable” on PDS’ statement of operations for the six months ended November 30, 2010.  On January 19, 2011, pursuant to our settlement agreement with TPL, $1,048,903 consisting of principal and interest through January 2011 was offset against the March 1, 2010 and June 1, 2010 $500,000 quarterly expense amounts payable to TPL in accordance with the LLC Agreement for supporting efforts to secure licensing agreements  and a portion of the fiscal 2010 special litigation support payments owed to TPL by PDS.  PDS has paid TPL in cash for the September 1, 2010 and subsequent quarters’ expense amounts pursuant to the LLC Agreement for supporting efforts to secure licensing agreements.





During June 2010, PDS advanced Alliacense $410,000 to fund payroll and rent obligations.  Due to non-payment by Alliacense, this amount was fully reserved for at August 31, 2010 and the allowance was recorded as “Reserve for loan loss and uncollectable receivable” on PDS’ statement of operations for the six months ended November 30, 2010. On January 19, 2011, pursuant to our settlement agreement with TPL, the $410,000 was offset against the fiscal 2010 special litigation support payments owed to TPL by PDS.





On January 19, 2011, pursuant to our settlement agreement with TPL, PDS agreed to pay TPL $67,000 per month from September 1, 2010 to April 30, 2011 relating to TPL’s special work and effort regarding internal costs related to litigation support and patent re-examinations.





We are accounting for our investment in PDS under the equity method of accounting, and accordingly have recorded our share of PDS’ net income during the nine months ended February 28, 2011 and 2010 of $825,074 and $3,858,057, respectively, as an increase in our investment.  Cash distributions received from PDS during the nine months ended February 28, 2011 and 2010 of $807,806 and $7,377,827, respectively were recorded as reductions in our investment.


17
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements


Investments in Affiliated Companies (continued)





Our investment in PDS is $524,897 at February 28, 2011 and has been recorded as “Investment in Affiliated Company”.  We have recorded our share of PDS’ net income for the nine months ended February 28, 2011 as “Equity in earnings of affiliated companies, net” in the accompanying condensed consolidated statements of operations.





During the three months ended February 28, 2011 and 2010, TPL entered into licensing agreements with third parties, pursuant to which PDS received aggregate proceeds of $7,441,000 and $1,875,000, respectively.





During the nine months ended February 28, 2011 and 2010, TPL entered into licensing agreements with third parties, pursuant to which PDS received aggregate proceeds of $8,850,000 and $12,898,655, respectively





At February 28, 2011, PDS had accounts payable balances of approximately $1,666,000 and $4,600 to TPL and PTSC, respectively.  At May 31, 2010, PDS had accounts payable balances of approximately $1,724,000 and $7,000 to TPL and PTSC, respectively.





Variable Interest Entity Disclosures





At April 7, 2011, PDS’ cash and cash equivalents balance was $1,392,328.  Management has concluded that PDS’ equity investment at risk is insufficient to finance its activities as the volume of license revenue has not supported litigation costs independent of additional working capital funding.





We have not provided financial support to PDS other than required capital contributions and we are not contractually obligated to provide financial support to PDS other than to fund the working capital account at the discretion of PDS’ management committee.  In the event we, and not TPL, provide working capital funding to PDS we would consolidate PDS’ financials with our own as our ownership in PDS would be greater than 50%.





Our variable interest in PDS consists of 50% of PDS’ Members Equity or $524,897 at February 28, 2011.  We are unable to quantify our maximum exposure to loss associated with this VIE as we may incur future capital funding requirements.





PDS’ balance sheets at February 28, 2011 and May 31, 2010 and statements of income for the three and nine months ended February 28, 2011 and 2010 are as follows:





Balance Sheets





ASSETS:




February 28, 2011


May 31, 2010Cash and cash equivalents

$
2,636,165


$
779,932Prepaid expenses


100,000



25,000Licenses receivable


-



2,000,000Total assets

$
2,736,165


$
2,804,932


18
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements


Investments in Affiliated Companies (continued)





LIABILITIES AND MEMBERS’ EQUITY:





February 28, 2011


May 31, 2010Related party payables and accrued expenses

$
1,673,781


$
1,777,884LLC tax payable


12,590



11,790Members’ equity


1,049,794



1,015,258Total liabilities and members’ equity

$
2,736,165


$
2,804,932





Statements of Income





Three Months Ended


Nine Months EndedFebruary 28, 2011


February 28, 2010


February 28, 2011


February 28, 2010Revenues

$
7,441,000


$
1,875,000


$
8,850,000


$
12,898,655Operating expenses


4,298,078



1,103,621



7,245,943



5,139,522Operating income


3,142,922



771,379



1,604,057



7,759,133Recovery of loan loss and uncollectable receivable


1,413,095



-



-



-Interest income


45,808



15



46,090



395Net income

$
4,601,825


$
771,394


$
1,650,147


$
7,759,528





Talis Data Systems, LLC





We had a 39.4% interest in Talis.  The inability of Talis to meet its business plan, to raise capital, and the general economic environment were indicators of impairment on our investment, accordingly at August 31, 2009, management determined that our investment in Talis was impaired by approximately $680,000.  We have recorded this as an impairment of investment in affiliated company on our condensed consolidated statement of operations for the three months ended August 31, 2009.





We were accounting for our investment in Talis under the equity method of accounting.  We had recorded our share of Talis’ net loss of $21,706 during the two months ended July 31, 2009 as “Equity in earnings of affiliated companies, net” in the accompanying condensed consolidated statement of operations for the two months ended July 31, 2009.  The carrying value of our investment in Talis after impairment was zero at August 31, 2009.  During the third quarter of fiscal 2010, Talis was dissolved.





Due to the immaterial nature of Talis’ operations, no condensed financial statement information is presented herein.





Avot Media, Inc.





During the quarter ended August 31, 2008, we invested an aggregate of $1,300,000, including conversion of a note receivable in the amount of $250,000, to obtain 14,444,444 shares of Series B preferred stock issued by Avot, representing 53.3% of the Series B preferred stock and 37.1% of all Avot’s preferred shares issued and outstanding.


19
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements


Investments in Affiliated Companies (continued)





We reviewed the Series B Preferred Stock Purchase Agreement and related agreements in addition to evaluating our voting rights for our investment in the preferred stock of Avot, and as such we concluded that we did not have the ability to exercise significant control over Avot.  As a result, we were accounting for our investment in Avot at cost.





The inability of Avot to meet its business plan, to raise capital, and the general economic environment were indicators of impairment of our investment, accordingly at May 31, 2009, management determined that our investment in Avot was impaired by approximately $867,000.  We have recorded this as an impairment of investment in affiliated company on our consolidated statement of operations for the fiscal year ended May 31, 2009.





During the quarter ended November 30, 2009, we wrote off $433,333 which represented the remaining fair value of our preferred stock investment in Avot.  We have presented the $433,333 as an impairment of investment in affiliated companies on our consolidated statement of operations for the fiscal year ended May 31, 2010.





During March 2010, Avot sold substantially all of its assets and we collected our note receivable.  There was not adequate consideration to redeem any portion of our preferred stock investment which had been fully written off during the fiscal quarters ending in May and November 2009.





Scripps Secured Data, Inc. (d/b/a Holocom, Inc.)




We own 100% of the preferred stock of Holocom. During May 31, 2010 we wrote off our investment in the preferred stock of Holocom amounting to approximately $435,000.  Prior to impairment, this investment was accounted for at cost since we did not have the ability to exercise significant influence over the operating and financial policies of Holocom.




8. Income Taxes





We must assess the likelihood that we will be able to recover our deferred tax assets. If recovery is not likely, we must increase our provision for taxes by recording a valuation allowance against the deferred tax assets that we estimate will not ultimately be recoverable. Should there be a change in our ability to recover the deferred tax assets; the tax provision would increase in the period in which we determined that the recovery was not probable.





We follow authoritative guidance to evaluate whether a valuation allowance should be established against our deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard.  In making such judgments, significant weight is given to evidence that can be objectively verified.  We are assessing our deferred tax assets under more likely than not scenarios in which they may be realized through future income.





During the quarter ended February 28, 2011, we determined that is was not more likely than not that all of our deferred tax assets will be realized in the future due to our continuing pre-tax and taxable losses.  As a result of this determination we have placed a full valuation allowance against our deferred tax assets as of February 28, 2011 and increased our tax provision by approximately $8,107,000.


20
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements


9. Note Payable





On October 14, 2008, we borrowed $3,000,000 on our credit facility with Wedbush.  The facility was collateralized by the full value of the outstanding auction rate securities, required no origination fee and bore interest at the federal funds rate plus 3%.  The amount we could borrow on the facility was limited by the Financial Industry Regulatory Authority (“FINRA”).  At May 31, 2010, the balance on the facility of $3,122,144 included accrued interest of $122,144 at an approximate average monthly rate of 2.6%.  During June 2010, we paid $500,000 on the credit facility.  On September 20, 2010, we paid $2,642,954, the balance on the credit facility at August 31, 2010 plus interest through September 20, 2010.  The credit facility was terminated in connection with the settlement with Deutsche Bank (see Note 3).





10. Stockholders’ Equity





Comprehensive Loss





Comprehensive loss includes unrealized losses on certain investments classified as available-for-sale, net of tax, which are excluded from our condensed consolidated statements of operations. Due to the subsequent settlement of our ARS, we reversed the unrealized loss of $246,994 (adjusted for deferred tax benefit) as of August 31, 2010.  Comprehensive loss for the three and nine months ended February 28, 2010 was as follows:





Three Months Ended


Nine Months EndedFebruary 28, 2010


February 28, 2010Net loss

$
(938,271
)

$
(5,669,971
)Unrealized holding gain (loss) on investments, net of taxes


(1,713
)


236,235Total comprehensive loss

$
(939,984
)

$
(5,433,736
)





Share Repurchases





During July 2006, we commenced our Board of Director approved stock buyback program in which we repurchase our outstanding common stock from time to time on the open market.  As part of the program we purchased 1,028,289 and 1,057,378 shares of our common stock at an aggregate cost of $113,401 and $165,564 during the nine months ended February 28, 2011 and 2010, respectively.





Equity Transactions





The following table summarizes equity transactions during the nine months ended February 28, 2011:


Common Stock


Additional


AccumulatedShares


Amounts


Paid-in Capital


Deficit


Treasury StockBalance June 1, 2010


408,821,071


$
4,381


$
77,241,227


$
(39,561,669
)

$
(14,085,015
)Share-based compensation


-



-



71,862



-



-Tax effect of stock option expirations/cancellations


-



-



(2,715
)


-



-Repurchase of common stock for treasury


(1,028,289
)


-



-



-



(113,401
)Net loss


-



-



-



(9,148,938
)


-Balance February 28, 2011


407,792,782


$
4,381


$
77,310,374


$
(48,710,607
)

$
(14,198,416
)
 21
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements
 Stockholders’ Equity (continued)





Stock Optionsand Warrant Activity





As of February 28, 2011, we had 275,000 options outstanding pursuant to our 2001 Stock Option Plan exercisable at a range of $0.47 to $0.86 per share expiring through 2012; and 4,899,502 options outstanding pursuant to our 2006 Stock Option Plan exercisable at a range of $0.09 to $0.70 per share expiring through 2015.  Some of the options outstanding under the 2006 Stock Option Plan are not presently exercisable and are subject to meeting certain vesting criteria.





During the nine months ended February 28, 2011, we recorded $71,862 of share-based compensation expense related to vesting of stock options, including $15,483 related to PDSG.  During the nine months ended February 28, 2010, we recorded $213,273 of non-cash compensation expense related to vesting of stock options and warrants, including $63,085 related to PDSG.





As of February 28, 2011, we had warrants outstanding to purchase 100,000 common shares at an exercise price of $1.00 per share, expiring in March of 2011.  No warrants were issued or exercised during the nine months ended February 28, 2011.  During the quarter ended February 28, 2011, 225,000 warrants at exercise prices ranging from $0.15 to $0.50 per share expired.





Share-based Compensation





Summary of Assumptions and Activity





The fair value of share-based awards to employees and directors is calculated using the Black-Scholes option pricing model, even though this model was developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which differ significantly from our stock options. The Black-Scholes model also requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the pricing term of the grant effective as of the date of the grant. The expected volatility for the three and nine months ended February 28, 2011 is based on the historical volatilities of our common stock.  These factors could change in the future, affecting the determination of share-based compensation expense in future periods.





Three MonthsEnded

February 28,2011

(Unaudited)

Nine Months Ended

February 28, 2011

(Unaudited)

Three MonthsEnded

February 28,2010

(Unaudited)

Nine Months Ended

February 28, 2010

(Unaudited)Expected term

*

5
years

5
years

5
yearsExpected volatility

*

106
%

116
%

116-117
%Risk-free interest rate

*

2.17
%

2.14
%

2.14–2.55
%


* No stock options were granted during the three month period ended February 28, 2011.
 22
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements
 Stockholders’ Equity (continued)


A summary of option activity as of February 28, 2011 and changes during the nine months then ended, is presented below:





Shares


Weighted Average Exercise Price


Weighted Average Remaining Contractual Term (Years)


Aggregate Intrinsic ValueOptions outstanding at June 1, 2010


5,637,917


$
0.42Options granted


650,000


$
0.10Options exercised


-


$
-Options forfeited


(1,113,415
)

$
0.16Options outstanding at February 28, 2011


5,174,502


$
0.44



1.50


$
25,250Options vested and expected to vest at February 28, 2011


5,048,307


$
0.44



1.47


$
25,250Options exercisable at February 28, 2011


4,922,111


$
0.45



1.43


$
21,250




The weighted average grant date fair value of options granted during the nine months ended February 28, 2011 and 2010 was $0.08 and $0.15 per option, respectively.  There were no options exercised during the  nine months ended February 28, 2011.  The total intrinsic value of options exercised during the nine months ended February 28, 2010 was $9,550.


The aggregate intrinsic value represents the differences in market price at the close of the quarter ($0.13 per share on February 28, 2011) and the exercise price of outstanding, in-the-money options (those options with exercise prices below $0.13) on February 28, 2011.





As of February 28, 2011, there was $18,546 of total unrecognized compensation cost, net of forfeitures, related to employee stock option compensation arrangements.  That cost is expected to be recognized on a straight-line basis over the next 27 months.


23
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements


Stockholders’ Equity (continued)





The following table summarizes employee and director share-based compensation expense for Patriot and employee share-based compensation for PDSG for the three and nine months ended February 28, 2011 and 2010, which was recorded as follows:


Three Months Ended


Nine Months Ended


Three Months Ended


NineMonths EndedFebruary 28, 2011


February 28, 2011


February28, 2010


February28, 2010Research and development - PDSG

$
483


$
1,552


$
14,061


$
18,609Selling, general and administrative expense - PDSG


4,521



13,931



18,800



44,476Selling, general and administrative expense - Patriot


872



56,379



31,628



156,263Total

$
5,876


$
71,862


$
64,489


$
219,348





During the three and nine months ended February 28, 2010, we expensed $858 and $4,325, respectively, relating to warrants issued during the period.  We incurred no such expense during the three and nine months ended February 28, 2011.





On November 9, 2009, we gave notice to our current investor relations firm of our intent to cancel our contract within 30 days.  Accordingly, the 250,000 warrants granted under contract that were not vested were cancelled.  In connection with the cancellation of the unvested warrants we reversed approximately $10,400 of non-cash compensation previously recorded.





11. Commitments and Contingencies





Litigation





Patent Litigation





On February 8, 2008, we, TPL and Alliacense Ltd. were named as defendants in separate lawsuits filed in the United States District Court for the Northern District of California by HTC Corporation, and Acer, Inc., and affiliated entities of each of them.





The Acercase seeks declaratory relief that its products do not infringe enforceable claims of the '336, ‘749, '148 patents and US 5,530,890 (the “890 patent”). The HTCcase similarly seeks declaratory relief that its products do not infringe enforceable claims of those patents.  We allege counterclaims for patent infringement of the '336, '749, '148 and '890 patents against Acer and HTC.  On June 16, 2009, District Court Judge Jeremy Fogel stayed the HTCand Acer actions until September 18, 2009.  The stay has been lifted and the cases are in the discovery and claims construction phase.  A claims construction hearing is scheduled for May 10, 2011.


24
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements


Commitments and Contingencies (continued)





On December 1, 2008, we, TPL and Alliacense, Ltd. were named as defendants in a lawsuit filed in the United States District Court for the Northern District of California by Barco, N.V.  The Barco case seeks declaratory relief that its products do not infringe enforceable claims of the '749 and '890 patents.  We allege counterclaims for patent infringement of our '749, '890 and '336 patents.  On June 22, 2009, Judge Fogel also stayed the Barco case until September 18, 2009.  That stay has been lifted and the case is deemed related to the Acer and HTC cases.  The case is now in the discovery and claims construction phase.  A claims construction hearing is scheduled for May 10, 2011.  Barco moved for Summary Judgment with respect to allegations that it has infringed on the '336 patent on grounds independent of claims construction.  That Motion was denied on February 25, 2011.





Crossflo Systems, Inc. Litigation





Under the terms of our Agreement and Plan of Merger (the "Merger Agreement") with Crossflo, and certain of its principal officers, an escrow account was established to hold back approximately 10% of the merger consideration payable to the shareholders of Crossflo (the "Escrow Merger Consideration").  We contend that certain representations and warranties made by Crossflo and certain of its principal officers in the Merger Agreement were false when made, and were false as of the closing of the merger.  We submitted a demand to the escrow agent on August 31, 2009 not to release the Escrow Merger Consideration to the Crossflo shareholders and to instead return it to us.  A sufficient number of Crossflo shareholders have opposed our demand that the escrow consideration has not been released to either side.





On August 31, 2009, we initiated an arbitration proceeding before the American Arbitration Association against the three Crossflo principal officers who were signatories to the Merger Agreement alleging they provided false representations and warranties in the Merger Agreement and alleging nondisclosure of information about Crossflo during the due diligence process leading up to the merger.  Those three principal officers deny our claims and have filed counterclaims.  The arbitration is scheduled to begin July 6, 2011.  The parties have had one mediation session that is expected to resume in Spring 2011.





TPL Litigation





On April 12, 2010, we filed an action against TPL in San Diego Superior Court for breach of a promissory note of $1 million issued to us by TPL on January 12, 2010 and which became due and payable on February 28, 2010.  TPL had filed an answer and various defenses denying the claim.  On January 19, 2011, we settled the San Diego Superior Court action with TPL (see Notes 5 and 7).





On April 22, 2010, we filed a second action against TPL and Alliacense LLC in Santa Clara Superior Court alleging claims for breach of contract, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, and interference with contract, constructive fraud, for preliminary and permanent injunctions and for an accounting.  The Action stemmed from TPL's notification of a license written in April 2010 which included a license of the MMP patents and other patent to use portfolios and technologies co-owned and potentially owned by TPL in the future.  We objected to the amount of license consideration allocated to the MMP patent license as too low relative to the other license components.





On April 26, 2010, the Court granted our application for a Temporary Restraining Order ("TRO") precluding TPL from executing any license of the MMP patents without providing us five business days' notice of the proposed MMP license and any other proposed license with the licensor, in order to allow us time to seek redress if we are dissatisfied by the proposed licenses.  At that time, TPL filed motions to seal the file and to bar press releases commenting on the contents of the court file, and a motion to compel private arbitration of the dispute.


25
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements


Commitments and Contingencies (continued)





TPL stipulated on August 3, 2010 that the TRO already in place would become a Preliminary Injunction.  On August 12, 2010, the Court considered defendants’ request to seal the file indefinitely and to compel private arbitration of the dispute and denied both Motions.  On September 30, 2010, the Court agreed to redaction of the court file at TPL’s request for commercially sensitive data such as dollar amounts of licenses, percentage allocation to MMP licenses and other such confidential data.  TPL has appealed the denial of its Motion to Compel Arbitration which appeal stays the Superior Court proceeding.  The appeal is not likely to be heard for another six months.  If the Appeal is unsuccessful then the Superior Court action will be activated.  If it is successful, some or all of the case would proceed to arbitration.





We are currently in discussions with TPL regarding resolving the Santa Clara action.  The discussions are ongoing.





401(k) Plan





Patriot and PDSG have retirement plans that comply with Section 401(k) of the Internal Revenue Code. All employees are eligible to participate in the plans. Prior to January 1, 2011 Patriot matched 50% of each participant’s voluntary contributions, subject to a maximum contribution of 6% of the participant’s compensation.  On January 1, 2011 Patriot implemented a Safe Harbor 401(k) retirement plan which requires Patriot to match 100% of elective deferrals subject to a maximum of 4% of the participant’s eligible earnings. Patriot’s participants vest 33% per year over a three year period in their matching contributions. Patriot’s matching contributions during the nine months ended February 28, 2011 and 2010 were $7,761 and $14,602, respectively.  PDSG does not match participant voluntary contributions.





Guarantees and Indemnities





We have made certain guarantees and indemnities, under which we may be required to make payments to a guaranteed or indemnified party. We indemnify our directors, officers, employees and agents to the maximum extent permitted under the laws of the State of Delaware and California for PDSG. In connection with our facility leases, we have indemnified our lessors for certain claims arising from the use of the facilities. The duration of the guarantees and indemnities varies, and in many cases is indefinite. These guarantees and indemnities do not provide for any limitation of the maximum potential future payments we could be obligated to make. Historically, we have not been obligated to make any payments for these obligations and no liabilities have been recorded for these guarantees and indemnities in the accompanying condensed consolidated balance sheets.





Pursuant to the acquisition of Crossflo, we have agreed to indemnify the former owners of Crossflo for certain claims or losses resulting from any untrue, allegedly untrue or misleading statement made in a registration statement, prospectus or similar document.





Bonuses





During the quarter ended November 30, 2010, a retention bonus program was implemented to be paid to individuals who remain with PDSG until February 29, 2012.  The projected liability for such bonuses is $90,000.  This liability is being accrued ratably over the retention period.


26
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements


Commitments and Contingencies (continued)





Escrow Shares





On August 31, 2009 we gave notice to the former shareholders of Crossflo and Union Bank of California (the “Escrow Agent”) under Section 2.5 of the Agreement and Plan of Merger between us and Crossflo (the “Agreement”), outlining damages incurred by us in conjunction with the acquisition of Crossflo, and seeking the return of 2,844,630 shares of our common stock held by the Escrow Agent.  Subsequently, former shareholders of Crossflo representing a majority of the escrowed shares responded in protest to our claim, delaying the release of the escrowed shares until a formal resolution is reached.  In the event we fail to prevail in our claim against the escrowed shares, we may be obligated to deposit into escrow approximately $256,000 of cash consideration due to the decline in our average stock price over the one year escrow period, calculated in accordance with the Section 2.5 of the Agreement.  We have evaluated the potential for loss regarding our claim and believe that it is probable that we will prevail although there is no assurance that we will.  Accordingly, we have not recorded a liability for this matter.





12. Segment Information





We acquired PDSG in a series of transactions in the second, third and fourth quarters of fiscal 2009 and consolidate our wholly-owned subsidiary PDSG in our condensed consolidated financial statements.  PDSGprovides data sharing services and products to the public sector.  There is no inter-segment revenue and the accounting policies for segment reporting are the same as for us as a whole.





This reportable segment is a strategic business unit that is managed separately because it requires different technology and marketing strategies.





The “all other” category includes the results for Patriot Scientific Corporation.





Operating segment net revenue, operating loss and loss before taxes for the three and nine months ended February 28, 2011 and 2010 were as follows:





Three Months Ended


Nine Months EndedFebruary 28, 2011


February 28, 2010


February 28, 2011


February 28, 2010Net revenues:PDSG

$
109,857


$
183,474


$
276,687


$
346,925All other


-



-



-



-Total net revenues

$
109,857


$
183,474


$
276,687


$
346,925Operating loss:PDSG

$
(426,560
)

$
(746,431
)

$
(2,094,055
)

$
(8,425,959
)All other


(538,906
)


(775,000
)


(2,197,953
)


(2,837,694
)Total operating loss

$
(965,466
)

$
(1,521,431
)

$
(4,292,008
)

$
(11,263,653
)Income (loss) before taxes:PDSG

$
(426,508
)

$
(564,033
)

$
(2,033,494
)

$
(8,234,226
)All other


2,909,034



(1,371,847
)


(876,820
)


(1,056,636
)Total income (loss) before taxes

$
2,482,526


$
(1,935,880
)

$
(2,910,314
)

$
(9,290,862
)


27
 Patriot Scientific Corporation
 Notes to Unaudited Condensed Consolidated Financial Statements


Segment Information (continued)





Operating segment total assets at February 28, 2011 and May 31, 2010 were as follows:





February 28, 2011


May 31, 2010Total assets:PDSG

$
1,936,815


$
7,227,033All other


12,848,545



20,188,648Total assets

$
14,785,360


$
27,415,681




All PDSG sales were to unaffiliated customers within the United States, with the exception of a hosting arrangement with a customer in Japan.





Accounts receivable concentration information for PDSG as of February 28, 2011 and May 31, 2010 and sales concentration information for the nine months ended February 28, 2011 and 2010 were as follows:





Nine months ended

February 28, 2011


February 28, 2011


Nine months ended

February 28, 2010


May 31, 2010Sales


% of sales


% of A/R


Sales


% of sales


% of A/RCustomer A

$
99,333



36%



-----


$
128,231



37%



22%Customer B

$
50,193



18%



81%



-----



-----



-----Customer C

$
47,947



17%



19%



-----



-----



-----Customer D

$
27,702



10%



-----


$
13,671



4%



-----Customer E

$
17,892



6%



-----


$
100,254



29%



72%




28





Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations





THE FOLLOWING DISCUSSION AND THE REST OF THIS QUARTERLY REPORT ON FORM 10-Q INCLUDES FORWARD-LOOKING STATEMENTS WITH RESPECT TO OUR FUTURE FINANCIAL PERFORMANCE. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CURRENTLY ANTICIPATED AND FROM HISTORICAL RESULTS DEPENDING UPON A VARIETY OF FACTORS, INCLUDING THOSE DESCRIBED BELOW UNDER THE SUB-HEADING, "RISK FACTORS". SEE ALSO OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MAY 31, 2010.





Overview





In June 2005, we entered into a series of agreements with TPL and others to facilitate the pursuit of unlicensed users of our intellectual property. We intend to continue our joint venture with TPL to pursue license agreements with unlicensed users of our technology. We believe that utilizing the option of working through TPL, as compared to creating and using our own licensing team for those activities, avoids a competitive devaluation of our principal assets and is a prudent way to achieve the desired results as we seek to obtain fair value from users of our intellectual property.  In April 2010, we filed an action against TPL regarding TPL’s management of the MMP portfolio.





During fiscal 2010 and through the date of this filing we and TPL each contributed $580,000 to fund the working capital of PDS.  We expect the contributions to continue in the future due to the working capital demands of PDS.  Additionally, we have loaned TPL an aggregate of $1,950,000, evidenced by a secured note in the principal amount of $950,000 and an unsecured note in the principal amount of $1,000,000 intended to cover its operating costs including the furtherance of licensing our MMP Portfolio of microprocessor patents.  At February 28, 2010, we reserved $1,013,151 against the unsecured $1,000,000 note receivable which includes accrued interest.  In April 2010, we filed suit against TPL for breach of contract regarding the $1,000,000 note non-payment.  On July 15, 2010, we received $1,003,095 consisting of principal and accrued interest through July 15, 2010 on the $950,000 secured note.  In January 2011, we settled the breach of contract action with respect to the $1,000,000 note and we received $1,098,903 consisting of principal and accrued interest on the unsecured note.





On October 5, 2009, we announced a reorganization of PDSG and our management.  On January 25, 2010, we sold the Iameter assets and during August 2010, we sold the Vigilys business line.  As a result of our reorganization and PDSG’s continued inability to meet its business plan, we have incurred impairment charges for our intangibles and goodwill in the PDSG segment of our business.  We continue to fund the day to day operating costs of PDSG while continuing to reduce expenses.  Our merger and acquisition activities have ceased since our October 2009 reorganization.





Cash shortfalls and liquidity issues currently experienced by PDS and TPL, and continued negative cash flows incurred by PDSG, will have an adverse effect on our liquidity.  Accordingly, we are in the process of examining alternatives that could allow for the partnering or divestiture of PDSG.  If successful, these measures may provide for a further reduction in expenses and cash use, or additionally in the event of divestiture, cash proceeds.





We are currently in litigation with TPL arising from the April 2010 action filed for breach of the Commercialization Agreement.  See Part II, Item 1. “Legal Proceedings” as well as Part II, Item 1A. “Risk Factors” in this Quarterly Report for more information.





Critical Accounting Policies and Estimates





Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which require us to make estimates and judgments that significantly affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Actual results could differ from those estimates, and such differences could affect the results of operations reported in future periods. We believe the following critical accounting policies affect our most significant estimates and judgments used in the preparation of our consolidated financial statements.




29


1. Revenue Recognition





Revenue from technology license agreements is recognized at the time a contract is entered into, the license method is determined (paid-in-advance or on-going royalty), and the customer is provided with the licensed technology, if applicable.





PDSG sells software and services to end users primarily through relationships with systems integrators and prime contractors.  PDSG recognizes revenue in accordance with authoritative guidance for the software industry.  PDSG’s revenue is derived primarily from the following sources: (i) software licensing, (ii) related professional services, and (iii) post contract customer support (“PCS”) agreements.  PCS agreements typically include software updates, on a when and if available basis, telephone and Internet access to technical support personnel. Software updates provide customers with rights to unspecified software product upgrades and to maintenance releases and patches released during the term of the support period.





PDSG’s contracts with customers, including systems integrators and prime contractors, are multiple element arrangements which contain professional services that are considered essential to the functionality of the other elements of the arrangement.  PDSG accounts for revenue on these arrangements according to authoritative guidance for contract accounting. Under this guidance, PDSG recognizes revenue based on progress towards contract completion measured by actual hours incurred in relation to the estimate of total expected hours. PDSG measures these revenues by applying the contract-specific estimated percentage of completion to the total contract amount for software and professional services.  PDSG routinely updates the estimates of future hours for agreements in process and reports any cumulative effects of such adjustments in current operations. PDSG immediately recognizes any loss expected on these contracts when it is projected that loss is probable.





On June 1, 2010 we adopted new authoritative guidance on a prospective basis for revenue arrangements containing multiple deliverables.  This guidance requires us to allocate PDSG’s revenues to all deliverables based on their relative selling price using a specific hierarchy.  The hierarchy is as follows:  vendor-specific objective evidence (“VSOE”), third-party evidence of selling price (“TPE”) or best estimate of selling price (“BESP”).





When a sale involves multiple elements, PDSG allocates the entire fee from the arrangement to each respective element based on VSOE of fair value and recognizesrevenue when each element’s revenue recognition criteria are met. VSOE of fair value for each element is established based on the price charged when the same element is sold separately.  PDSG has established VSOE for its CDX software licenses and PCS based on historical stand-alone sales to third parties or from the stated renewal rates contained in the customer contracts.  PCS is recognized on a straight-line basis over the support period.





PDSG has not yet demonstrated VSOE for the professional services that are rendered in conjunction with its software license sales.  In accordance with the hierarchy we would attempt to establish the selling price of professional services using TPE.  PDSG’s product contains significant differentiation such that the comparable pricing of products with similar functionality cannot be obtained.  PDSG is typically not able to obtain TPE for professional services.





When we are unable to establish selling prices using VSOE or TPE, we use BESP.  The objective of BESP is to determine the price at which PDSG would transact a sale if professional services were sold on a stand-alone basis.  BESP is generally used for offerings that are not typically sold on a stand-alone basis or for highly customized offerings which is the case with PDSG’s professional services deliverable.





Due to the fact that the majority of PDSG’s contracts require significant customization of software, we are recognizing revenue for the CDX software licenses and professional services over the customization period using contract accounting which reflects continuous release of control of the software to the customer. The adoption of this guidance did not have a material effect on our condensed consolidated financial statements.




30





2. Assessment of Contingent Liabilities





We are involved in various legal matters, disputes, and patent infringement claims which arise in the ordinary course of our business. We accrue for any estimated losses at the time when we can make a reliable estimate of such loss and it is probable that it has been incurred. By their very nature, contingencies are difficult to estimate. We continually evaluate information related to all contingencies to determine that the basis on which we have recorded our estimated exposure is appropriate.





3. Stock Options and Warrants





We follow authoritative guidance which establishes standards for the accounting of transactions in which an entity exchanges its equity instruments for goods or services, primarily focusing on accounting for transactions where an entity obtains employee services in share-based payment transactions. We are required to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period.





Share-based compensation expense recognized during the period is based on the grant date fair value of the portion of share-based payment awards ultimately expected to vest during the period.As share-based compensation expense recognized in the consolidated statements of operations is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.  Forfeiture rates are based on historical forfeiture experience and estimated future employee forfeitures.





4. Income Taxes





We must assess the likelihood that we will be able to recover our deferred tax assets. If recovery is not likely, we must increase our provision for taxes by recording a valuation allowance against the deferred tax assets that we estimate will not ultimately be recoverable. Should there be a change in our ability to recover the deferred tax assets; the tax provision would increase in the period in which we determined that the recovery was not probable.





We follow authoritative guidance to evaluate whether a valuation allowance should be established against our deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard.  In making such judgments, significant weight is given to evidence that can be objectively verified.  We are assessing our deferred tax assets under more likely than not scenarios in which they may be realized through future income.  Accordingly, our deferred tax assets may be subject to a valuation allowance in an upcoming fiscal period.  We will continue to analyze the more likely than not standard each quarter, and if it is determined that a valuation allowance is necessary, it may have a material impact.





During the quarter ended February 28, 2011, we determined that is was not more likely than not that all of our deferred tax assets will be realized in the future due to our continuing pre-tax and taxable losses.  As a result of this determination we have placed a full valuation allowance against our deferred tax assets as of February 28, 2011 and increased our tax provision by approximately $8,107,000.





We follow authoritative guidance to reduce the diversity in practice associated with certain aspects of measurement and recognition in accounting for income taxes.  This authoritative guidance prescribes a recognition threshold and measurement requirement for the financial statement recognition of a tax position that has been taken or is expected to be taken on a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  Under this guidance we may only recognize tax positions that meet a “more likely than not” threshold.





31




We follow authoritative guidance to adjust our effective tax rate each quarter to be consistent with the estimated annual effective tax rate. We are also required to record the tax impact of certain discrete items, unusual or infrequently occurring, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur. In addition, jurisdictions with a projected loss for the year or a year-to-date loss where no tax benefit can be recognized are excluded from the estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings or losses versus annual projections.




5. Investments in Affiliated Companies


We have a 50% interest in Phoenix Digital Solutions, LLC (“PDS”). We account for our investment using the equity method of accounting since the investment provides us the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if we have an ownership interest in the voting stock of the investee of between 20% and 50%, although other factors, such as representation on the investee’s Board of Directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment, originally recorded at cost, is adjusted to recognize our share of net earnings or losses of the investee and is recognized in the condensed consolidated statements of operations in the caption “Equity in earnings of affiliated companies.” and also is adjusted by contributions to and distributions from PDS.





We had a 39.4% interest in Talis.  Prior to the write-off of our investment in Talis during the quarter ended August 31, 2009, we were accounting for our investment using the equity method of accounting.  Under the equity method of accounting, the investment, originally recorded at cost, was adjusted to recognize our share of net earnings or losses of the investee and was presented in the consolidated statements of operations in the caption “Equity in loss of affiliated companies” In December 2009, Talis was dissolved.





We own 100% of the preferred stock of Holocom. During May 31, 2010 we wrote off our investment in the preferred stock of Holocom amounting to approximately $435,000.  Prior to impairment, this investment was accounted for at cost since we did not have the ability to exercise significant influence over the operating and financial policies of Holocom.




We review our investments in these affiliated companies to determine whether events or changes in circumstances indicate that the carrying amounts may not be recoverable. The primary factors we consider in our determination are the financial condition, operating performance and near term prospects of the investees. If the decline in value is deemed to be other than temporary, we would recognize an impairment loss.





6. Business Combinations and Intangible Assets Including Goodwill





We account for business combinations using the purchase method of accounting and accordingly, the assets and liabilities of the acquired entities are recorded at their estimated fair values at the acquisition date. Goodwill represents the excess of the purchase price over the fair value of net assets, including the amount assigned to identifiable intangible assets. Due to the time it takes to obtain pertinent information to finalize the acquired company’s balance sheet, it may be several quarters before we are able to finalize the initial fair value estimates. Accordingly, it is not uncommon for the initial estimates to be subsequently revised. The results of operations of acquired businesses are included in our consolidated financial statements from the acquisition date.





Identifiable intangible assets with finite lives are amortized over their estimated useful lives on a straight line basis. Goodwill and intangible assets are tested for impairment on an annual basis, or sooner if an indicator of impairment occurs.





32





Results of Operations





Comparison of the Three Months Ended February 28, 2011 and Three Months Ended February 28, 2010.





Consolidated:


Three months endedFebruary 28, 2011


February 28, 2010Dollars


% of Revenue


Dollars


% of RevenueRevenue:License and service revenue

$
109,857



100.0%


$
183,474



100.0%Cost of sales:License and service revenue


17,376



15.8%



19,915



10.9%Amortization of purchased intangibles


68,889



62.7%



68,889



37.5%Total cost of sales


86,265



78.5%



88,804



48.4%Gross profit

$
23,592



21.5%


$
94,670



51.6%





PDSG





Revenue consisting of software licenses and associated services relating to PDSG’s CDX product decreased from approximately $183,000 for the three months ended February 28, 2010 to approximately $110,000 for the three months ended February 28, 2011.  The decrease of approximately $73,000 was primarily due to the fact that revenue agreements are one time contracts that vary in size and scope depending upon the requirements of the customer.  Cost of sales includes the direct time of PDSG employees on each project. Included in cost of sales is approximately $68,900 of amortization expense on purchased intangible assets for each of  the three month periods ended February 28, 2011 and 2010.





Consolidated:


Three months endedFebruary 28, 2011


February 28, 2010Research and development

$
183,065


$
361,742





PDSG





Research and development costs consist of PDSG’s payroll and related expenses for software engineers as well as outside contractors retained to assist in the development of PDSG’s software product.  The primary decreases in research and development costs for the three months ended February 28, 2011 as compared to February 28, 2010 were approximately $66,000 in outside contractor costs due to completion of CDX4 and approximately $97,000 in salaries and related costs due to management’s restructuring plan implemented in October of 2009.  For the three months ended February 28, 2011 and 2010, approximately $500 and $14,100, respectively, of share-based compensation was recorded in connection with vesting of employee stock options.





Consolidated:


Three months endedFebruary 28, 2011


February 28, 2010Selling, general and administrative

$
805,993


$
1,254,359





Segment Results:


Three months endedFebruary 28, 2011


February 28, 2010PDSG:Selling, general and administrative

$
267,087


$
479,359PTSC:Selling, general and administrative

$
538,906


$
775,000





33





PDSG





Selling, general and administrative expenses decreased from approximately $479,000 for the three months ended February 28, 2010 to approximately $267,000 for the three months ended February 28, 2011, due to management’s restructuring plan to reduce expenses.  Decreases consisted primarily of approximately $149,000 in salaries and related expenses and approximately $14,000 in rent expenses.  For the three months ended February 28, 2011 and 2010, approximately $4,500 and $19,000, respectively, of share-based compensation was recorded in connection with vesting of employee stock options.





PTSC





Selling, general and administrative expenses decreased from approximately $775,000 for the three months ended February 28, 2010 to approximately $539,000 for the three months ended February 28, 2011.  The decrease consisted primarily of approximately $83,000 in consulting fees due to the termination of the services of Attain in the current quarter, approximately $47,000 in public and investor relations expenses, and approximately $52,000 in legal and accounting fees.  For the three months ended February 28, 2011 and 2010, approximately $900 and $33,000, respectively, of share-based compensation was recorded in connection with vesting of employee stock options.





Consolidated





Selling, general and administrative expenses decreased from approximately $1,254,000 for the three months ended February 28, 2010 to approximately $806,000 for the three months ended February 28, 2011 primarily due to continued cost reductions implemented by management.





Consolidated:


Three months endedFebruary 28, 2011


February 28, 2010Operating loss

$
(965,466
)

$
(1,521,431
)





Segment Results:


Three months endedFebruary 28, 2011


February 28, 2010PDSG:Operating loss

$
(426,560
)

$
(746,431
)PTSC:Operating loss

$
(538,906
)

$
(775,000
)





PDSG





Operating loss decreased from approximately $746,000 for the three months ended February 28, 2010 to approximately $427,000 for the three months ended February 28, 2011 primarily due to decreases in operating expenses as management continues to implement cost reductions.





PTSC





Operating loss decreased from approximately $775,000 for the three months ended February 28, 2010 to approximately $539,000 for the three months ended February 28, 2011 due to decreases in operating expenses as management continues to implement cost reductions.





34





Consolidated:


Three months endedFebruary 28, 2011


February 28, 2010Other income (expense):Interest and other income

$
86,069


$
50,396Interest expense


-



(19,788
)Gain on sale of Verras Medical, Inc. assets


-



182,397Realized gain on marketable securities


47,860



-Recovery of (reserve for) loan loss


1,013,151



(1,013,151
)Equity in earnings of affiliated companies


2,300,912



385,697Total other income (expense), net

$
3,447,992


$
(414,449
)





Segment Results:


Three months endedFebruary 28, 2011


February 28, 2010PDSG:Gain on sale of Verras Medical, Inc. assets

$
-


$
182,397Interest and other income


52



-Total other income (expense), net

$
52


$
182,397PTSC:Interest and other income

$
86,017


$
50,396Interest expense


-



(19,788
)Realized gain on marketable securities


47,860



-Recovery of (reserve for) loan loss


1,013,151



(1,013,151
)Equity in earnings of affiliated companies


2,300,912



385,697Total other income (expense), net

$
3,447,940


$
(596,846
)





Consolidated





Our other income and expenses for the three months ended February 28, 2011 and 2010 included equity in the earnings of PDS consisting of net income after expenses in the amount of approximately $2,301,000 and $386,000, respectively.  Our investment in PDS is accounted for in accordance with the equity method of accounting for investments.  During January 2011, we settled our note litigation with TPL and recovered our note receivable balance including principal and interest.  Accordingly, we reversed our allowance for loan loss at the settlement date.  During December 2010, we received proceeds at par value from the partial settlement of auction rate securities initiated by the issuers of these securities.  In September 2010, we transferred our auction rate securities to Deutsche Bank under terms of our settlement agreement.  The agreement allows us to recover the full face value of the auction rate securities if they are redeemed by the issuers by a certain date.





Consolidated:


Three months endedFebruary 28, 2011


February 28, 2010Income (loss) before income taxes

$
2,482,526


$
(1,935,880
)





Segment Results:


Three months endedFebruary 28, 2011


February 28, 2010PDSG:Loss before income taxes

$
(426,508
)

$
(564,033
)PTSC:Income (loss) before income taxes

$
2,909,034


$
(1,371,847
)





35





PDSG





Loss before income taxes decreased from approximately $564,000 for the three months ended February 28, 2010 to approximately $427,000 for the three months ended February 28, 2011 primarily due to decreases in operating expenses as management continues to implement cost reduction measures.





PTSC





For the three months ended February 28, 2011, we recorded approximately $2,909,000 in income before income taxes as compared to a loss before income taxes of approximately $1,372,000 for the three months ended February 28, 2010 primarily due to recording approximately $2,301,000 in equity in earnings of PDS during the three months ended February 28, 2011 and compared to approximately $386,000 in equity earnings of PDS during the three months ended February 28, 2010 and the reversal of the allowance for loan loss of approximately $1,013,000 during the three months ended February 28, 2011.





Provision (benefit) for income taxes





During the three months ended February 28, 2011, we recorded a provision for income taxes related to federal and California taxes of approximately $8,132,000 due to the full valuation allowance placed on our deferred tax assets.





During the three months ended February 28, 2010, we recorded a benefit for income taxes of approximately $998,000 related to federal and California taxes.





Net loss





We recorded a net loss for the three months ended February 28, 2011 and 2010 of $5,649,009 and $938,271, respectively.





Comparison of the Nine Months Ended February 28, 2011 and Nine Months Ended February 28, 2010.





Consolidated:


Nine months endedFebruary 28, 2011


February 28, 2010Dollars


% of Revenue


Dollars


% of RevenueRevenue:License and service revenue

$
276,687



100.0%


$
346,925



100.0%Cost of sales:License and service revenue


45,791



16.5%



92,102



26.6%Amortization of purchased intangibles


206,667



74.7%



482,265



-Impairment of purchased intangibles


-



-



3,530,263



-Total cost of sales


252,458



91.2%



4,104,630



-Gross profit (loss)

$
24,229



8.8%


$
(3,757,705
)


-





PDSG





Revenue consisting of software licenses and associated services relating to PDSG’s CDX product decreased from approximately $347,000 for the nine months ended February 28, 2010 to approximately $277,000 for the nine months ended February 28, 2011.  Cost of sales includes the direct time of PDSG employees on each project. Included in cost of sales is approximately $207,000 and $482,000, respectively, of amortization expense on purchased intangible assets for the nine months ended February 28, 2011 and 2010.





36





Consolidated:


Nine months endedFebruary 28, 2011


February 28, 2010Research and development

$
571,094


$
1,216,496





PDSG





Research and development costs consist of PDSG’s payroll and related expenses for software engineers as well as outside contractors retained to assist in the development of PDSG’s software product.  The primary decreases in research and development costs for the nine months ended February 28, 2011 as compared to February 28, 2010 were approximately $354,000 in outside contractor costs due to completion of CDX4 and approximately $284,000 in salaries and related costs due to management’s restructuring plan implemented in October of 2009.  For the nine months ended February 28, 2011 and 2010, approximately $2,000 and $19,000, respectively, of share-based compensation was recorded in connection with vesting of employee stock options.





Consolidated:


Nine months endedFebruary 28, 2011


February 28, 2010Selling, general and administrative

$
3,102,162


$
5,193,184





Segment Results:


Nine months endedFebruary 28, 2011


February 28, 2010PDSG:Selling, general and administrative

$
904,209


$
2,355,490PTSC:Selling, general and administrative

$
2,197,953


$
2,837,694





PDSG





Selling, general and administrative expenses decreased from approximately $2,355,000 for the nine months ended February 28, 2010 to approximately $904,000 for the nine months ended February 28, 2011, due to management’s restructuring plan to reduce expenses.  Decreases consisted primarily of approximately $880,000 in salaries and related expenses and approximately $111,000 in marketing expenses.  For the nine months ended February 28, 2011 and 2010, approximately $14,000 and $44,00, respectively, of share-based compensation was recorded in connection with vesting of employee stock options.





PTSC





Selling, general and administrative expenses decreased from approximately $2,838,000 for the nine months ended February 28, 2010 to approximately $2,198,000 for the nine months ended February 28, 2011.  The decrease consisted primarily of approximately $529,000 in payroll and related expenses due to management’s plan of restructuring implemented in October 2009, approximately $73,000 in public and investor relations expenses and approximately $44,000 in accounting fees.  These decreases were offset by increases in legal expenses of approximately $182,000 related to our litigation with TPL and the Crossflo officers.  For the nine months ended February 28, 2011 and 2010, approximately $56,000 and $150,000, respectively, of share-based compensation was recorded in connection with vesting of employee stock options.





Consolidated





Selling, general and administrative expenses decreased from approximately $5,193,000 for the nine months ended February 28, 2010 to approximately $3,102,000 for the nine months ended February 28, 2011 primarily due to management’s plan of restructuring implemented in October 2009.




37





Consolidated:


Nine months endedFebruary 28, 2011


February 28, 2010Impairment of goodwill

$
642,981


$
1,096,268





PDSG





Management’s plan of restructuring on October 5, 2009 and the continuing inability of PDSG to meet its business plan were indicators of potential impairment on our goodwill. Accordingly, at February 28, 2011 and 2010, management determined that goodwill was impaired by approximately $643,000 and $1,096,000, respectively.





Consolidated:


Nine months endedFebruary 28, 2011


February 28, 2010Operating loss

$
(4,292,008
)

$
(11,263,653
)





Segment Results:


Nine months endedFebruary 28, 2011


February 28, 2010PDSG:Operating loss

$
(2,094,055
)

$
(8,425,959
)PTSC:Operating loss

$
(2,197,953
)

$
(2,837,694
)





PDSG





Operating loss decreased from approximately $8,426,000 for the nine months ended February 28, 2010 to approximately $2,094,000 for the nine months ended February 28, 2011 primarily due to impairments of goodwill and intangibles amounting to approximately $4,627,000 recognized during the nine months ended February 28, 2010 and management’s plan of restructuring implemented in October 2009 which reduced salaries and related expenses.





PTSC





Operating loss decreased from approximately $2,838,000 for the nine months ended February 28, 2010 to approximately $2,198,000 for the nine months ended February 28, 2011 primarily due to management’s plan of restructuring implemented in October 2009 which reduced salaries and related expenses.





Consolidated:


Nine months endedFebruary 28, 2011


February 28, 2010Other income (expense):Interest and other income

$
105,158


$
119,170Interest expense


(20,810
)


(60,057
)Gain on sale of Verras Medical, Inc. assets


-



182,397Recovery of (reserve for) loan losses


1,013,151



(1,013,151
)Impairment of investment in affiliated company


-



(1,113,625
)Gain on sale of Vigilys business line


60,000



-Realized loss on sale of marketable securities


(600,879
)


-Equity in earnings of affiliated companies


825,074



3,858,057Total other income, net

$
1,381,694


$
1,972,791





38





Segment Results:


Nine months endedFebruary 28, 2011


February 28, 2010PDSG:Interest and other income

$
561


$
9,336Gain on sale of Verras Medical, Inc. assets


-



182,397Gain on sale of Vigilys business line


60,000



-$
60,561


$
191,733PTSC:Interest and other income

$
104,597


$
109,834Interest expense


(20,810
)


(60,057
)Recovery of (reserve for) loan losses


1,013,151



(1,013,151
)Impairment of investment in affiliated company


-



(1,113,625
)Realized loss on sale of marketable securities


(600,879
)


-Equity in earnings of affiliated companies


825,074



3,858,057Total other income, net

$
1,321,133


$
1,781,058





Consolidated





Our other income and expenses for the nine months ended February 28, 2011 and 2010 included equity in the earnings of PDS consisting of net income after expenses in the amount of approximately $825,000 and approximately $3,858,000, respectively.   Our investment in PDS is accounted for in accordance with the equity method of accounting for investments. For the nine months ended February 28, 2010, we recorded an impairment of our investment in Talis of approximately $680,000 and an impairment of our investment in Avot of approximately $433,000.  During the nine months ended February 28, 2011, we recorded a gain on the sale of the Vigilys business line of $60,000.  During the nine months ended February 28, 2011, we realized a loss net of partial par value redemptions on our ARS of approximately $601,000 according to terms of our confidential settlement agreement with Deutsche Bank.  During January 2011, we settled our note litigation with TPL and recovered our note receivable balance including principal and interest.  Accordingly, we reversed our allowance for loan loss at the settlement date.





Consolidated:


Nine months endedFebruary 28, 2011


February 28, 2010Loss before income taxes

$
(2,910,314
)

$
(9,290,862
)





Segment Results:


Nine months endedFebruary 28, 2011


February 28, 2010PDSG:Loss before income taxes

$
(2,033,494
)

$
(8,234,226
)PTSC:Loss before income taxes

$
(876,820
)

$
(1,056,636
)





PDSG





Loss before income taxes decreased from approximately $8,234,000 for the nine months ended February 28, 2010 to approximately $2,033,000 for the nine months ended February 28, 2011 primarily due to impairments of goodwill and intangibles amounting to approximately $4,627,000 recognized during the nine months ended February 28, 2010 and management’s plan of restructuring implemented in October 2009 which reduced salaries and related expenses.





39




PTSC





Loss before income taxes decreased from approximately $1,057,000 for the nine months ended February 28, 2010 to approximately $877,000 for the nine months ended February 28, 2011 primarily due to management’s plan of restructuring implemented in October 2009 which primarily reduced salaries and related expenses and the recovery of loan loss of approximately $1,013,000 from TPL.





Provision (benefit) for income taxes





During the nine months ended February 28, 2011, we recorded a provision for income taxes related to federal and California taxes of approximately $6,239,000 due to the full valuation allowance placed on our deferred tax assets during the quarter ended February 28, 2011.  We determined that is was not more likely than not that all of our deferred tax assets will be realized in the future due to our continuing pre-tax and taxable losses.  As a result of this determination we have placed a full valuation allowance against our deferred tax assets as of February 28, 2011 and increased our tax provision by approximately $8,107,000.





During the nine months ended February 28, 2010, we recorded a benefit for income taxes of approximately $3,621,000 related to federal and California taxes.





Net loss





We recorded a net loss for the nine months ended February 28, 2011 and 2010 of $9,148,938 and $5,669,971, respectively.





Liquidity and Capital Resources





Liquidity





Our cash and short-term investment balances increased from approximately $10,352,000 as of May 31, 2010 to approximately $11,487,000 as of February 28, 2011. We also have restricted cash balances amounting to approximately $21,000 as of May 31, 2010 and February 28, 2011. Total current assets decreased from approximately $13,417,000 as of May 31, 2010 to approximately $12,635,000 as of February 28, 2011. Total current liabilities amounted to approximately $942,000 and approximately $376,000 as of May 31, 2010 and February 28, 2011, respectively. The change in our current position as of February 28, 2011 as compared with May 31, 2010 results in part from collection of our $950,000 note receivable plus accrued interest.





Current global economic conditions have resulted in increased volatility in the financial markets.  The cost of accessing the credit markets has increased as many lenders and institutional investors have increased interest rates, enacted tighter lending standards, and reduced or ceased to provide funding to borrowers.  Adverse changes in the economy could limit our ability to obtain financing from debt or equity sources or could adversely affect the terms on which we may be able to obtain any such financing.  Currently, we have sufficient resources to fund our operations through at least the next twelve months.





Cash shortfalls currently experienced by PDS and TPL, and continued negative cash flows incurred by PDSG, will have an adverse effect on our liquidity.  Accordingly, we are in the process of examining alternatives that could allow for the partnering or divestiture of PDSG.  If successful, these measures may provide for a further reduction in expenses and cash use, or additionally in the event of divestiture, cash proceeds.





While our current liquid cash resources as of February 28, 2011, are expected to provide the funds necessary to support our operations through at least the next twelve months, the cash flows from our interest in PDS represents our primary significant source of cash generation.  In the event of a continued decrease or interruption in MMP Portfolio licensing we will incur a significant reduction to our cash position as the revenues from our PDSG subsidiary are insufficient to cover the costs of their operations and the costs of Patriot Scientific Corporation as a whole.  While our cash position has been enhanced as a result of our September 2010 auction rate securities settlement with Deutsche Bank, it is highly unlikely that we would be able to obtain any additional sources of financing to supplement our cash and short-term investment position of $11,487,242 at February 28, 2011.




40




Cash Flows From Operating Activities





Cash used in operating activities was approximately $3,521,000 and $5,930,000 for the nine months ended February 28, 2011 and 2010, respectively. The principal components of the current period amount were: changes in deferred income taxes of approximately $6,215,000, realized loss on sale of marketable securities of approximately $601,000 and impairment of goodwill of approximately $643,000. These increases were offset by: net loss of approximately $9,149,000, reversal of the allowance for loan loss of approximately $1,013,000, equity in earnings of affiliated company of approximately $825,000, and changes in accounts payable and accrued expenses of approximately $451,000. The change in results over the prior period is mainly attributable to our valuation allowance on our deferred tax assets for the current period, the current period earnings in PDS as compared to the nine months ended February 28, 2010 and our prior period impairments of intangibles and goodwill.





Cash Flows From Investing Activities





Cash provided by investing activities was approximately $6,681,000 and $8,430,000 for the nine months ended February 28, 2011 and 2010, respectively.  Cash provided by investing activities during the current period was mainly attributable to the collection of our $950,000 and $1,000,000 notes receivable plus interest, proceeds from sales of marketable securities of approximately $4,913,000 which includes proceeds we received from Deutsche Bank in connection with our ARS settlement and approximately $808,000 in distributions from PDS.





Cash Flows From Financing Activities





Cash used in financing activities for the nine months ended February 28, 2011 and 2010 was approximately $3,238,000 and $158,000, respectively.  For the nine months ended February 28, 2011, cash of approximately $113,000 was used to purchase common stock for treasury and we paid $3,122,000 on our note with Wedbush.





Capital Resources





While our current liquid cash resources as of February 28, 2011, are expected to provide the funds necessary to support our operations through at least the next twelve months, the cash flows from our interest in PDS represents our primary significant source of cash generation.  In the event of a continued decrease or interruption in MMP Portfolio licensing we will incur a significant reduction to our cash position as the revenues from our PDSG subsidiary are insufficient to cover the costs of their operations and the costs of Patriot Scientific Corporation as a whole.  While our cash position has been enhanced as a result of our September 2010 auction rate securities settlement with Deutsche Bank, it is highly unlikely that we would be able to obtain any additional sources of financing to supplement our cash and short-term investment position of $11,487,242 at February 28, 2011.





Contractual Obligations and Commitments





On January 1, 2011 we entered into a 24 month lease for 1,371 square feet of office space at 701 Palomar Airport Road.  Monthly base rent in year one is $2,948 and $3,036 in year two.




41




This change to our contractual obligations and commitments at February 28, 2011 is reflected in the table below:




Contractual

Cash Obligations

Total Amounts

Committed

1-3 Years

3-6 YearsOperating leases – facilities

$
174,419

$
174,419

$
-Retention bonus payments

$
90,000

$
90,000

$
-





Recent Accounting Pronouncements





During the three months ended February 28, 2011, there were no recent issuances of accounting pronouncements as compared to those described in our Annual Report on Form 10-K for the fiscal year ended May 31, 2010, that are of significance, or have potential material significance to us.





Risk Factors





We urge you to carefully consider the following discussion of risks as well as other information regarding our common stock. We believe the following to be our most significant risk factors as of the date this report is being filed. The risks and uncertainties described below are not the only ones we face.  Please refer to our risk factors contained in our Form 10-K for the year ended May 31, 2010 for additional risk factors.





We Have Initiated Legal Proceedings Against Our Joint Venture Partner Which Could Adversely Affect Our Relationship With Them And Our Receipt Of Licensing Revenues.





Under our joint venture arrangement with TPL, TPL is responsible for the licensing and enforcement of our microprocessor patent portfolio.  In April 2010 we filed two actions against TPL (and with respect to one action, another defendant) alleging breach of a $1 million promissory note issued to us by TPL and other causes of action.  Because we are wholly dependent on TPL to securelicensing revenues with respect to our microprocessor patent portfolio, which revenues have represented substantially all of our income since June 2005, the commencement of these adversarial proceedings against TPL has had, and will likely continue to have, an adverse affect on our continued relationship with TPL and its ability to effectively negotiate licenses or enforce our rights with respect to our microprocessor patent portfolio, which in turn has adversely affected, and is likely to continue to adversely affect our revenues and financial condition.  On January 19, 2011 we settled one of the actions regarding breach of the $1 million promissory note; however, the other action is still pending.





We Have Reported Licensing Income In Prior Fiscal Years Which May Not Be Indicative Of Our Future Income.





We have entered into license agreements through our joint venture with TPL and have reported licensing income as a result of this activity for the fiscal years 2006 to 2010. Because of the uncertain nature of the negotiations that lead to license revenues, pending litigation with companies which we allege have infringed on our patent portfolio, the possibility of legislative action regarding patent rights, potential adverse outcomes associated with the U. S. Patent and Trademark Office (“USPTO”) re-examinations, and the possible effect of new judicial interpretations of patent laws, we may not receive revenues from such agreements in the future consistent with amounts received in the past, and we may not receive future revenues from license agreements at all.





We Are Dependent Upon A Joint Venture In Which Our Role Is Of A Passive Nature For Substantially All Of Our Income.





In June 2005, we entered into a joint venture with TPL, pursuant to which TPL is responsible for the licensing and enforcement of our microprocessor patent portfolio. This joint venture has been the source of substantially all of our income since June 2005. Therefore, in light of the absence of significant revenue from other sources, we should be regarded as entirely dependent on the success or failure of the licensing and prosecution efforts of TPL on behalf of the joint venture, and the ability of TPL to obtain capital when necessary to fund its operations.  In December 2009 and January 2010, we provided operational funding by loaning TPL $950,000 and $1,000,000, respectively.  The $1,000,000 note which was due to be repaid by February 28, 2010 went into default; however, on January 19, 2011 we received $1,098, 903 consisting of principal and accrued interest in settlement of this note.  On July 15, 2010, we received $1,003,095 from PDS for payment on the $950,000 note issued in December 2009 plus accrued interest. We do not anticipate making additional loans to TPL, and its ability to access liquidity from other sources is not certain.




42




A Successful Challenge To Our Intellectual Property Rights Could Have A Significant And Adverse Effect On Us.





A successful challenge to our ownership of our technology or the proprietary nature of our intellectual property could materially damage our business prospects. We rely on a combination of patents, trademarks, copyrights, trade secret laws, confidentiality procedures and licensing arrangements to protect our intellectual property rights. With respect to our core technologies, we currently have seven U.S. patents, one European patent, and one Japanese patent issued. Any issued patent may be challenged and invalidated. Patents may not be issued for any of our pending applications. Any claims allowed from existing or pending patents may not be of sufficient scope or strength to provide significant protection for our products. Patents may not be issued in all countries where our products can be sold so as to provide meaningful protection or any commercial advantage to us. Our competitors may also be able to design around our patents.





Vigorous protection and pursuit of intellectual property rights or positions characterize the fiercely competitive semiconductor industry, which has resulted in significant and often protracted and expensive litigation. Therefore, our competitors and others may assert that our technologies or products infringe on their patents or proprietary rights. Persons we believe are infringing our patents are likely to vigorously defend their actions and assert that our patents are invalid. Problems with patents or other rights could result in significant costs, limit future license revenue, and impair or hinder our acquisition strategy. If infringement claims against us are deemed valid or if our infringement claims are successfully opposed, we may not be able to obtain appropriate licenses on acceptable terms or at all. Litigation could be costly and time-consuming but may be necessary to protect our future patent and/or technology license positions or to defend against infringement claims.  From time to time parties have petitioned the USPTO to re-examine certain of our patents. An adverse decision in litigation or in the re-examination process could have a very significant and adverse effect on our business.





We have been named as co-defendants in multiple lawsuits regarding the MMP Portfolio.  See footnote 11 to our condensed consolidated financial statements and Part II, Item 1. “Legal Proceedings” in this quarterly report on Form 10-Q for more information.





Disruptions In The Debt And Equity Markets Will Have An Adverse Affect On Our Ability To Obtain Funding.





The debt and equity markets have been experiencing volatility and disruption for several fiscal periods.  These issues, along with significant write-offs in the financial services sector, the re-pricing of credit risk, and the current weak economic conditions have made, and will likely continue to make, it difficult to obtain funding.  The cost of accessing the credit markets has increased as many lenders and institutional investors have increased interest rates, enacted tighter lending standards, and reduced or ceased to provide funding to borrowers.  Adverse changes in the economy could limit our ability to obtain financing from debt or equity sources or could adversely affect the terms on which we may be able to obtain any such financing for our operating activities.  See Part I – Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Liquidity.” in this quarterly report on Form 10-Q for more information.





Unstable Market And Economic Conditions May Have Serious Adverse Consequences On Our Business.




Our general business strategy may be adversely affected by the recent economic downturn and volatile business environment and continued unpredictable and unstable market conditions. A prolonged or profound economic downturn may result in adverse changes to our sales and pricing, which would harm our operating results. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to delay or abandon development plans. There is also a possibility that our stock price may decline further, due in part to the volatility of the stock market and the general economic downturn.


43




Changes In Our Relationships With Companies In Which We Hold Less Than A Majority Interest Could Change The Way We Account For Such Interests In The Future.





For our investment accounted for under the equity method (PDS), we record as part of other income or expense our share of the increase or decrease in the equity of this company in which we have invested.  Prior to the impairment, we accounted for our investment in Holocom on the cost basis.  It is possible that, in the future, our relationships and/or our interests in or with this equity method investee and our cost basis investee could change. Such potential future changes could result in deconsolidation or consolidation of such entities, as the case may be, which could result in changes in our reported results.





If A Large Number Of Our Shares Are Sold All At Once Or In Blocks, The Market Price Of Our Shares Would MostLikely Decline.





Most of our shareholders are not restricted in the price at which they can sell their shares. Shares sold at a price below the current market price at which our Common Stock is trading may cause the market price of our Common Stock to decline.





The Market For Our Stock Is Subject To Rules Relating To Low-Priced Stock (“Penny Stock”) Which May Limit Our Ability To Raise Capital.





Our Common Stock is currently listed for trading in the FINRA OTC Bulletin Board Market and is subject to the “penny stock rules” adopted pursuant to Section 15(g) of the Exchange Act. In general, the penny stock rules apply to non-NASDAQ or non-national stock exchange companies whose common stock trades at less than $5.00 per share or which have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). Such rules require, among other things, that brokers who trade “penny stock” on behalf of persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document, quote information, broker’s commission information and rights and remedies available to investors in penny stocks. Many brokers have decided not to trade “penny stock” because of the requirements of the penny stock rules, and as a result, the number of broker-dealers willing to act as market makers in such securities is limited. The “penny stock rules,” therefore, may have an adverse impact on the market for our Common Stock and may affect our ability to raise additional capital if we decide to do so.





Our Share Price Could Decline As A Result Of Short Sales.





When an investor sells stock that he does not own, it is known as a short sale. The seller, anticipating that the price of the stock will go down, intends to buy stock to cover his sale at a later date. If the price of the stock goes down, the seller will profit to the extent of the difference between the price at which he originally sold it less his later purchase price. Short sales enable the seller to profit in a down market. Short sales could place significant downward pressure on the price of our Common Stock. Penny stocks which do not trade on an exchange, such as our Common Stock, are particularly susceptible to short sales.





Our Future Success Depends In Significant Part Upon The Continued Services Of Our Key Senior Management.





Our future success depends in significant part upon the continued services of our key senior management personnel. The competition for highly qualified personnel is intense, and we may not be able to retain our key managerial employees or attract and retain additional highly qualified technical and managerial personnel in the future. None of our employees are represented by a labor union, and we consider our relations with our employees to be good. None of our employees are covered by key man life insurance policies




44




Item 3. Quantitative and Qualitative Disclosures About Market Risk





The primary objective of our investment activities is to maintain surplus cash in accounts that provide a high level of funds accessibility in large, respected financial institutions with asset safety as a primary consideration. Accordingly, we maintain our cash and cash equivalents with high quality financial institutions. Amounts deposited with these institutions may exceed federal depository insurance limits.





Cash and Cash Equivalents





We maintain cash and cash equivalents in institutional money market accounts. In general, money market funds are not subject to interest rate risk because the interest paid on these funds fluctuates with the prevailing interest rate.





Item 4. Controls and Procedures





Quarterly Evaluation of Disclosure Controls and Procedures




As required by Rule 13a-15(b) under the Exchange Act, as of February 28, 2011, the end of the period to which this quarterly report relates, we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.  This evaluation was carried out under the supervision and with the participation of our management, including our Interim Chief Executive Officer and our Chief Financial Officer.




Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including the Interim Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  Based on the evaluation of our disclosure controls and procedures as of February 28, 2011, our management, with the participation of our Interim Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.




Changes in Internal Control over Financial Reporting




There were no significant changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




45




PART II - OTHER INFORMATION





Item 1. Legal Proceedings





Patent Litigation





Our patent litigation with TPL and Alliacense Ltd. in the United States District Court for the Northern District of California against Acer, Inc., HTC Corporation and affiliated entities, as described in Item 3 – “Legal Proceedings” in our Annual Report on Form 10-K for the year ended May 31, 2010 ("Annual Report"), is still ongoing, but there have been no material developments in such litigation since our Annual Report.





Our patent litigation with TPL and Alliacense Ltd. in the United States District Court for the Northern District of California against Barco, N.V., as described in Item 3 – “Legal Proceedings” in our Annual Report, is still ongoing, but there have been no material developments in such litigation since our Annual Report.


Crossflo Systems, Inc. Litigation





Our arbitration claims before the American Arbitration Association against the three Crossflo principal officers who were signatories to the Merger Agreement as described in Item 3 – “Legal Proceedings” in our Annual Report, is still ongoing, but there have been no material developments in such arbitration since our Annual Report.





TPL Litigation





Our action against TPL and Alliacense LLC in Santa Clara Superior Court alleging claims for breach of contract, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, and interference with contract, constructive fraud, for preliminary and permanent injunctions and for an accounting as described in Item 3 – “Legal Proceedings” in our Annual Report, is still ongoing, but there have been no material developments in such litigation since our Annual Report.





Our action against TPL in San Diego Superior Court for breach of a promissory note of $1 million was settled on January 19, 2011.





Item 1A. Risk Factors





Please see Part I, Item 2, above, for our risk factors.





Item 2. Unregistered Sales of Equity Securities and Use of Proceeds





On April 28, 2006, our Board of Directors authorized a stock repurchase program.  We commenced the program in July 2006 and plan to repurchase outstanding shares of our common stock on the open market from time to time.  As part of the program, we purchased 184,096 shares of our common stock at an aggregate cost of $16,565 during the three months ended February 28, 2011.





Following is a summary of all repurchases by us of our common stock during the three month period ended February 28, 2011:


Period

Total Number of Shares Purchased


Average Price Paid per Share


Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsDecember 1 – 31, 2010


110,000


$
0.09



110,000January 1 – 31, 2010


64,846


$
0.09



64,846February 1 – 28, 2011


9,250


$
0.09



9,250Total


184,096


$
0.09



184,096


The repurchase plan has no maximum number of shares or dollar amount and is solely at the discretion of the Board of Directors.  The repurchase plan has no set expiration date.





46





Item 3. Defaults Upon Senior Securities





None.





Item 4. Removed and Reserved





Item 5. Other Information





None.





Item 6. Exhibits





Those exhibits marked with an asterisk (*) refer to exhibits filed herewith. The other exhibits are incorporated herein by reference, as indicated in the following list.




Exhibit No.
Document2.1
Agreement and Plan of Merger dated August 4, 2008, among Patriot Scientific Corporation, PTSC Acquisition 1 Corp, Crossflo Systems, Inc. and the Crossflo principal officers, incorporated by reference to Exhibit 99.1 to our Current Report on Form 8-K filed August 11, 2008 (Commission file No. 000-22182)3.1
Original Articles of incorporation of Patriot Scientific Corporation’s predecessor, Patriot Financial Corporation, incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-18, (Commission file No. 33-23143-FW)3.2
Articles of Amendment of Patriot Financial Corporation, as filed with the Colorado Secretary of State on July 21, 1988, incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-18, (Commission file No. 33-23143-FW)3.3
Certificate of Incorporation of Patriot Scientific Corporation, as filed with the Delaware Secretary of State on March 24, 1992, incorporated by reference to Exhibit 3.3 to our Current Report on Form 8-K dated May 12, 1992 (Commission file No. 33-23143-FW)3.3.1
Certificate of Amendment to the Certificate of Incorporation of Patriot Scientific Corporation, as filed with the Delaware Secretary of State on April 18, 1995, incorporated by reference to Exhibit 3.3.1 to our Annual Report on Form 10-KSB for the fiscal year ended May 31, 1995 (Commission file No. 000-22182)3.3.2
Certificate of Amendment to the Certificate of Incorporation of Patriot Scientific Corporation, as filed with the Delaware Secretary of State on June 24, 1997, incorporated by reference to Exhibit 3.3.2 to our Annual Report on Form 10-KSB for the fiscal year ended May 31, 1997, filed July 18, 1997 (Commission file No. 000-22182)3.3.3
Certificate of Amendment to the Certificate of Incorporation of Patriot Scientific Corporation, as filed with the Delaware Secretary of State on April 28, 2000, incorporated by reference to Exhibit 3.3.3 to Registration Statement on Form S-3 filed May 5, 2000 (Commission file No. 333-36418)3.3.4
Certificate of Amendment to the Certificate of Incorporation of Patriot Scientific Corporation, as filed with the Delaware Secretary of State on May 6, 2002, incorporated by reference to Exhibit 3.3.4 to our Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2009, filed April 9, 2009 (Commission file No. 000-22182)3.3.5
Certificate of Amendment to the Certificate of Incorporation of Patriot Scientific Corporation,  as filed with the Delaware Secretary of State on October 16, 2003, incorporated by reference to Exhibit 3.3.5 to Registration Statement on Form SB-2 filed May 21, 2004 (Commission file No. 333-115752)  47
  3.3.6
Certificate of Amendment to the Certificate of Incorporation of Patriot Scientific Corporation, as filed with the Delaware Secretary of State on April 29, 2005, incorporated by reference to Exhibit 3.3.6 to our Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2009, filed April 9, 2009 (Commission file No. 000-22182)3.3.7
Certificate of Amendment to the Certificate of Incorporation of Patriot Scientific Corporation, as filed with the Delaware Secretary of State on November 14, 2005, incorporated by reference to Exhibit 3.3.7  to our Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2009, filed April 9, 2009 (Commission file No. 000-22182)3.3.8
Certificate of Amendment to the Certificate of Incorporation of Patriot Scientific Corporation, as filed with the Delaware Secretary of State on March 18, 2009, incorporated by reference to Exhibit 3.3.8 to our Annual Report on Form 10-K for the year ended May 31, 2009, filed August 14, 2009 (Commission file No. 000-22182)3.4
Articles and Certificate of Merger of Patriot Financial Corporation into Patriot Scientific Corporation dated May 1, 1992, with Agreement and Plan of Merger attached thereto as Exhibit A, incorporated by reference to Exhibit 3.4 to our Current Report on Form 8-K dated May 12, 1992 (Commission file No. 33-23143-FW)3.5
Certificate of Merger issued by the Delaware Secretary of State on May 8, 1992, incorporated by reference to Exhibit 3.5 to our Current Report on Form 8-K dated May 12, 1992 (Commission file No. 33-23143-FW)3.6
Certificate of Merger issued by the Colorado Secretary of State on May 12, 1992, incorporated by reference to Exhibit 3.6 to our Current Report on Form 8-K dated May 12, 1992 (Commission file No. 33-23143-FW)3.7
Bylaws of the Company, incorporated by reference to Exhibit 3.7 to our Current Report on Form 8-K dated May 12, 1992 (Commission file No. 33-23143-FW)3.7.1
Amendment to bylaws of the Company, incorporated by reference to Exhibit 3.7.1 to our Current Report on Form 8-K dated November 4, 2010 (Commission file No. 000-22182)31.1*
Certification of Clifford L. Flowers, Interim CEO, pursuant to Rule 13a-14(a)/15d-14(a)31.2*
Certification of Clifford L. Flowers, CFO, pursuant Rule 13a-14(a)/15d-14(a)32.1*
Certification of Clifford L. Flowers, CFO and Interim CEO, pursuant to Section 1350 of Chapter 63 Title 18 of the United States Code




48


SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.






PATRIOT SCIENTIFIC CORPORATIONDATED:  April 11, 2011
By:
/S/ CLIFFORD L. FLOWERSClifford L. FlowersInterim Chief Executive Officer and Chief Financial Officer(Duly Authorized and Principal Financial Officer)