UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
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(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the Quarterly Period Ended December 31, 2003 | ||
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o
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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 0-30539
TVIA, Inc.
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Delaware
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77-0549628 | |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification number) |
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4001 Burton Drive, Santa Clara, California (Address of Principal Executive Offices) |
95054 (Zip Code) |
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Registrants telephone number, including area code:
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 þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12-b-2 of the Exchange Act). Yes o No þ
On December 31, 2003, 22,453,022 shares of the Registrants Common Stock, $0.001 par value per share, were outstanding.
TVIA, INC. AND SUBSIDIARY
FORM 10-Q
QUARTERLY PERIOD ENDED DECEMBER 31, 2003
INDEX
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| Part I: Financial Information | ||||||
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Item 1:
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Financial Statements | 2 | ||||
| Unaudited Condensed Consolidated Balance Sheets | 2 | |||||
| Unaudited Condensed Consolidated Statements of Operations | 3 | |||||
| Unaudited Condensed Consolidated Statements of Cash Flows | 4 | |||||
| Notes to Unaudited Condensed Consolidated Financial Statements | 5 | |||||
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Item 2:
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Managements Discussion and Analysis of Financial Condition and Results of Operations | 12 | ||||
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Item 3:
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Quantitative and Qualitative Disclosures About Market Risk | 23 | ||||
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Item 4:
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Controls and Procedures | 24 | ||||
| Part II: Other Information | ||||||
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Item 1:
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Legal Proceedings | 25 | ||||
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Item 2:
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Change in Securities and Use of Proceeds | 25 | ||||
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Item 3:
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Default upon Senior Securities | 25 | ||||
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Item 4:
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Submission of Matters to Vote of Security Holders | 25 | ||||
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Item 5:
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Other Information | 25 | ||||
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Item 6:
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Exhibits and Reports on Form 8-K | 25 | ||||
| Signatures | 26 | |||||
| Certifications | 27 | |||||
1
PART I: FINANCIAL INFORMATION
| Item 1: | Financial Statements |
TVIA, INC. AND SUBSIDIARY
| December 31, | March 31, | |||||||||
| 2003 | 2003 | |||||||||
| ASSETS | ||||||||||
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Current assets:
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Cash and cash equivalents
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$ | 4,229 | $ | 11,080 | ||||||
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Short-term investments
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24,120 | 13,337 | ||||||||
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Accounts receivable, net
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436 | 331 | ||||||||
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Inventories
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601 | 1,055 | ||||||||
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Prepaid expenses and other current assets
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1,417 | 411 | ||||||||
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Total current assets
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30,803 | 26,214 | ||||||||
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Property and equipment, net
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2,239 | 3,209 | ||||||||
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Other assets
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113 | 1,770 | ||||||||
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Total assets
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$ | 33,155 | $ | 31,193 | ||||||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||||
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Current liabilities:
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Accounts payable
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$ | 661 | $ | 632 | ||||||
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Accrued liabilities and other
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858 | 1,175 | ||||||||
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Short-term portion of capital leases
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139 | 134 | ||||||||
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Total current liabilities
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1,658 | 1,941 | ||||||||
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Long-term portion of capital leases
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36 | 486 | ||||||||
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Total liabilities
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1,694 | 2,427 | ||||||||
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Commitments and contingencies (Note 8)
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Stockholders equity:
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Common stock, $0.001 par value, 125,000 shares
authorized, 22,453 and 22,139 shares outstanding, respectively
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23 | 22 | ||||||||
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Additional paid-in-capital
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92,739 | 92,444 | ||||||||
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Accumulated comprehensive income (loss)
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(27 | ) | 6 | |||||||
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Accumulated deficit
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(60,524 | ) | (62,956 | ) | ||||||
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Treasury stock
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(750 | ) | (750 | ) | ||||||
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Total stockholders equity
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31,461 | 28,766 | ||||||||
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Total liabilities and stockholders equity
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$ | 33,155 | $ | 31,193 | ||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
2
TVIA, INC. AND SUBSIDIARY
| For the Three Months | For the Nine Months | ||||||||||||||||
| Ended | Ended | ||||||||||||||||
| December 31, | December 31, | ||||||||||||||||
| 2003 | 2002 | 2003 | 2002 | ||||||||||||||
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Total revenues
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$ | 628 | $ | 438 | $ | 1,828 | $ | 1,731 | |||||||||
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Cost of revenues
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359 | 304 | 1,056 | 1,237 | |||||||||||||
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Gross profit
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269 | 134 | 772 | 494 | |||||||||||||
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Operating expenses:
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Research and development
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2,667 | 1,880 | 5,716 | 7,303 | |||||||||||||
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Sales, general and administrative
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650 | 723 | 1,995 | 2,872 | |||||||||||||
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Amortization of deferred stock compensation
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| 198 | | 595 | |||||||||||||
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Restructuring charges
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| 300 | | 950 | |||||||||||||
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Total operating expenses
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3,317 | 3,101 | 7,711 | 11,720 | |||||||||||||
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Operating loss
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(3,048 | ) | (2,967 | ) | (6,939 | ) | (11,226 | ) | |||||||||
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Interest income
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102 | 149 | 296 | 587 | |||||||||||||
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Gain from sale of software unit
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| | 9,075 | | |||||||||||||
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Net income (loss)
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$ | (2,946 | ) | $ | (2,818 | ) | $ | 2,432 | $ | (10,639 | ) | ||||||
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Basic net income (loss) per share
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$ | (0.13 | ) | $ | (0.13 | ) | $ | 0.11 | $ | (0.48 | ) | ||||||
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Diluted net income (loss) per share
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$ | (0.13 | ) | $ | (0.13 | ) | $ | 0.10 | $ | (0.48 | ) | ||||||
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Shares used in the per share calculation:
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Basic
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22,374 | 21,948 | 22,234 | 21,943 | |||||||||||||
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Diluted
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23,374 | 21,948 | 23,695 | 21,943 | |||||||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
3
TVIA, INC. AND SUBSIDIARY
| For the | ||||||||||||
| Nine Months Ended | ||||||||||||
| December 31, | ||||||||||||
| 2003 | 2002 | |||||||||||
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Cash flows from operating activities:
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Net income (loss)
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$ | 2,432 | $ | (10,639 | ) | |||||||
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Adjustments to reconcile net loss to net cash
used in operating activities:
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Depreciation and amortization
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1,251 | 860 | ||||||||||
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Amortization of deferred stock compensation
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| 595 | ||||||||||
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Write-off of licensed technology
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1,449 | | ||||||||||
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Gain from sale of software unit
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(9,075 | ) | | |||||||||
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Change in assets and liabilities:
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Accounts receivable
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(105 | ) | 21 | |||||||||
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Inventories
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454 | 385 | ||||||||||
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Prepaid expenses and other current assets
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(256 | ) | 652 | |||||||||
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Accounts payable
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29 | (493 | ) | |||||||||
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Accrued liabilities and other
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(317 | ) | 380 | |||||||||
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Net cash used in operating activities
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(4,138 | ) | (8,239 | ) | ||||||||
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Cash flows from investing activities:
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Sales (purchases) of available-for-sale
investments
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(10,816 | ) | 5,764 | |||||||||
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Proceeds from sale of software unit
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8,325 | | ||||||||||
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Purchases of license technology
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(44 | ) | (5 | ) | ||||||||
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Purchases of property and equipment
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(75 | ) | (815 | ) | ||||||||
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Proceeds from disposal of fixed assets
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46 | | ||||||||||
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Net cash provided by (used in) investing
activities
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(2,564 | ) | 4,944 | |||||||||
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Cash flows from financing activities:
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Proceeds from issuance of common stock
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296 | 8 | ||||||||||
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Repayment of capital lease obligations
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(445 | ) | | |||||||||
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Repurchase of common stock
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| (87 | ) | |||||||||
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Net cash used by financing activities
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(149 | ) | (79 | ) | ||||||||
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Decrease in cash and cash equivalents
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(6,851 | ) | (3,374 | ) | ||||||||
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Cash and cash equivalents at beginning of period
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11,080 | 6,445 | ||||||||||
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Cash and cash equivalents at end of period
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$ | 4,229 | $ | 3,071 | ||||||||
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Supplemental disclosure of non-cash activities:
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Capital leases
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| 395 | ||||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
4
TVIA, INC. AND SUBSIDIARY
Note 1. Interim Statements
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and nine months ended December 31, 2003, are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2004.
Certain information and footnote disclosures normally included in the financial statements prepared in accordance with general accepted accounting principles have been condensed or omitted. These accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of Tvia, Inc. and subsidiary (the Company) for the fiscal year ended March 31, 2003, which are included in the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 24, 2003.
Note 2. Summary of Significant Policies
| Consolidation |
The condensed consolidated financial statements herein presented include the results and financial position of Tvia and its wholly-owned subsidiary in China. The functional currency of the Chinese subsidiary is the U.S. dollar; accordingly, all gains and losses arising from foreign currency transactions in currencies other than the U.S. dollar are included in the condensed consolidated statements of operations. All intercompany transactions and balances have been eliminated in the consolidation.
| Long-Lived Assets |
The Company reviews long-lived assets and certain identifiable intangibles for impairment. The Company reviews assets to be held and used whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. The Company measures recoverability of assets by comparing their carrying amount to the future undiscounted cash flows that they are expected to generate. Impairment reflects the amount by which the carrying value of the assets exceeds their fair market value. The Company wrote off $1.5 million of licensed technology in the quarter ended December 31, 2003.
| Comprehensive Income (Loss) |
Comprehensive income or loss includes all changes in equity during a period from transactions and events from non owner sources. A summary of comprehensive income (loss) is as follows (in thousands):
| For the | For the | |||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||
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Net income (loss)
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$ | (2,946 | ) | $ | (2,818 | ) | $ | 2,432 | $ | (10,639 | ) | |||||
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Unrealized gain (loss) on available-for-sale
investments
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(22 | ) | (11 | ) | (33 | ) | 4 | |||||||||
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Comprehensive income (loss)
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$ | (2,968 | ) | $ | (2,829 | ) | $ | 2,399 | $ | (10,635 | ) | |||||
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Stock-Based Compensation |
The Company accounts for stock-based employee compensation arrangements using the intrinsic value method. Compensation cost for stock options is measured as the excess, if any, of the fair value of the Companys stock at the date of grant over the stock option exercise price, and is amortized over the vesting period of the individual award. The following table illustrates the effect on net income (loss) and earnings (loss) per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to the stock-based employee compensation.
| For the | For the | ||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| December 31, | December 31, | ||||||||||||||||
| 2003 | 2002 | 2003 | 2002 | ||||||||||||||
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Net income (loss) as reported
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$ | (2,946 | ) | $ | (2,818 | ) | $ | 2,432 | $ | (10,639 | ) | ||||||
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Add: Stock-based employee compensation expense
included in reported net income (loss)
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| 198 | | 595 | |||||||||||||
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Deduct: Total stock-based employee compensation
expense determined under fair value based method for all awards,
net of related tax effects
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(384 | ) | (546 | ) | (890 | ) | (1,638 | ) | |||||||||
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Pro forma net income (loss)
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$ | (3,330 | ) | $ | (3,166 | ) | $ | 1,542 | $ | (11,682 | ) | ||||||
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Basic net income (loss) per share:
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As reported
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$ | (0.13 | ) | $ | (0.13 | ) | $ | 0.11 | $ | (0.48 | ) | ||||||
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Pro forma
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$ | (0.15 | ) | $ | (0.14 | ) | $ | 0.07 | $ | (0.53 | ) | ||||||
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Diluted net income (loss) per share:
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&n | ||||||||||||||||