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 March 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to .
Commission file number 000-24487
MIPS Technologies, Inc.
(Exact name of registrant as specified in its charter)
| DELAWARE | 77-0322161 | |
|---|---|---|
| (State or other jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification Number) |
1225 CHARLESTON ROAD, MOUNTAIN VIEW, CA 94043-1353
(Address
of principal executive offices)
Registrant's telephone number, including area code: (650) 567-5000
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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X ] No [ ]
As of April 29, 2005, the number of outstanding shares of the registrant’s common stock, $0.001 par value, was 42,442,058.
2
MIPS TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
| March 31, 2005 |
June 30, 2004 | |||||||
|---|---|---|---|---|---|---|---|---|
| (unaudited) |
||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 86,875 | $ | 78,335 | ||||
| Short-term investments | 19,800 | 15,041 | ||||||
| Accounts receivable | 4,437 | 2,488 | ||||||
| Prepaid expenses and other current assets | 1,269 | 3,159 | ||||||
| Total current assets | 112,381 | 99,023 | ||||||
| Equipment and furniture, net | 3,208 | 3,578 | ||||||
| Intangible assets, net | 2,761 | 3,176 | ||||||
| Other assets | 3,797 | 2,926 | ||||||
| $ | 122,147 | $ | 108,703 | |||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 562 | $ | 1,255 | ||||
| Accrued liabilities | 10,867 | 12,344 | ||||||
| Deferred revenue | 2,019 | 3,407 | ||||||
| Total current liabilities | 13,448 | 17,006 | ||||||
| Long-term liabilities | 2,800 | 2,038 | ||||||
| 16,248 | 19,044 | |||||||
| Commitments and Contingencies | ||||||||
| Stockholders' equity: | ||||||||
| Common stock | 42 | 40 | ||||||
| Additional paid-in capital | 186,998 | 181,511 | ||||||
| Accumulated other comprehensive income | 1,096 | 867 | ||||||
| Deferred compensation | (842 | ) | (695 | ) | ||||
| Accumulated deficit | (81,395 | ) | (92,064 | ) | ||||
| Total stockholders' equity | 105,899 | 89,659 | ||||||
| $ | 122,147 | $ | 108,703 | |||||
See accompanying notes.
3
MIPS TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(In thousands, except per share data)
| Three Months Ended March 31, |
Nine Months Ended March 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2005 |
2004 |
2005 |
2004 | |||||||||||
| Revenue: | ||||||||||||||
| Royalties | $ | 8,609 | $ | 5,941 | $ | 22,927 | $ | 16,954 | ||||||
| Contract revenue | 8,186 | 6,656 | 24,008 | 16,744 | ||||||||||
| Total revenue | 16,795 | 12,597 | 46,935 | 33,698 | ||||||||||
| Costs and expenses: | ||||||||||||||
| Research and development | 5,772 | 5,117 | 16,059 | 18,732 | ||||||||||
| Sales and marketing | 3,899 | 3,016 | 10,639 | 8,352 | ||||||||||
| General and administrative | 2,910 | 2,361 | 7,476 | 6,027 | ||||||||||
| Restructuring | — | — | 277 | 3,233 | ||||||||||
| Total costs and expenses | 12,581 | 10,494 | 34,451 | 36,344 | ||||||||||
| Operating income (loss) | 4,214 | 2,103 | 12,484 | (2,646 | ) | |||||||||
| Other income, net | 580 | 182 | 1,194 | 497 | ||||||||||
| Income (loss) before income taxes | 4,794 | 2,285 | 13,678 | (2,149 | ) | |||||||||
| Provision for income taxes | 788 | 1,098 | 3,009 | 1,950 | ||||||||||
| Net income (loss) | $ | 4,006 | $ | 1,187 | $ | 10,669 | $ | (4,099 | ) | |||||
| Net income (loss) per basic share | $ | 0.10 | $ | 0.03 | $ | 0.26 | $ | (0.10 | ) | |||||
| Net income (loss) per diluted share | $ | 0.09 | $ | 0.03 | $ | 0.24 | $ | (0.10 | ) | |||||
| Shares used in computing net income (loss) per basic share | 41,875 | 40,530 | 41,294 | 40,367 | ||||||||||
| Shares used in computing net income (loss) per diluted share | 46,212 | 43,192 | 44,285 | 40,367 | ||||||||||
See accompanying notes.
4
MIPS TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS (unaudited)
(In thousands)
| Nine Months Ended March 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2005 |
2004 | |||||||
| Operating activities: | ||||||||
| Net income (loss) | $ | 10,669 | $ | (4,099 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Depreciation | 1,407 | 2,588 | ||||||
| Amortization of intangibles and stock based compensation | 1,016 | 927 | ||||||
| Other non-cash items | (161 | ) | 76 | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (1,949 | ) | (405 | ) | ||||
| Prepaid expenses and other current assets | 1,890 | 2,354 | ||||||
| Other assets | (871 | ) | 2,032 | |||||
| Accounts payable | (693 | ) | (220 | ) | ||||
| Accrued compensation | (707 | ) | 130 | |||||
| Other current accrued liabilities | (2,235 | ) | (1,148 | ) | ||||
| Income tax payable | 1,552 | (258 | ) | |||||
| Deferred revenue | (1,387 | ) | 3,552 | |||||
| Long-term liabilities | 762 | (316 | ) | |||||
| Net cash provided by operating activities | 9,293 | 5,213 | ||||||
| Investing activities: | ||||||||
| Purchases of short-term investments | (39,563 | ) | (49,827 | ) | ||||
| Maturities of short-term investments | 35,085 | 29,911 | ||||||
| Capital expenditures | (1,042 | ) | (2,571 | ) | ||||
| Net cash used in investing activities | (5,520 | ) | (22,487 | ) | ||||
| Financing activities: | ||||||||
| Net proceeds from issuance of common stock under employee stock plans | 4,752 | 714 | ||||||
| Net cash provided by financing activities | 4,752 | 714 | ||||||
| Effect of exchange rate on cash and cash equivalents | 15 | (1 | ) | |||||
| Net increase (decrease) in cash and cash equivalents | 8,540 | (16,561 | ) | |||||
| Cash and cash equivalents, beginning of period | 78,335 | 83,839 | ||||||
| Cash and cash equivalents, end of period | $ | 86,875 | $ | 67,278 | ||||
See accompanying notes.
5
MIPS TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
Note 1. Description of Business and Basis of Presentation
We are a leading provider of industry-standard processor architectures and cores for digital consumer and business applications. We design and license high performance 32- and 64-bit architectures and cores, which offer smaller dimensions and greater energy efficiency in embedded processors. Our technology is utilized in such high-growth embedded markets as digital set-top boxes, digital televisions, DVD recordable devices, broadband access devices, digital cameras, laser printers and network routers.
Basis of Presentation. The unaudited results of operations for the interim periods shown in these financial statements are not necessarily indicative of operating results for the entire fiscal year. In our opinion, the condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for each interim period shown.
The condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. Certain information and footnote disclosures included in the annual audited consolidated financial statements prepared in accordance with United States generally accepted accounting principles have been omitted in these interim statements as allowed by such SEC rules and regulations. The balance sheet at June 30, 2004 has been derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. However, we believe that the disclosures are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes for the fiscal year ended June 30, 2004, included in our 2004 Annual Report on Form 10-K.
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements.
Stock-Based Compensation. We have adopted the disclosure requirements of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148 — Accounting for Stock-Based Compensation — Transition and Disclosure. As allowed by SFAS No. 123, we account for stock-based employee compensation arrangements under the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25). As a result, no expense was recognized for options to purchase our common stock that were granted with an exercise price equal to fair market value at the date of grant and no expense was recognized in connection with purchases under our employee stock purchase plan. For restricted common stock issued at discounted prices, we recognize compensation expense over the vesting period for the difference between the exercise or purchase price and the fair market value on the measurement date. Total compensation expense recognized in our financial statements for stock-based awards under APB 25 was $207,000 and $601,000 for the three-month and nine-month periods ending March 31, 2005 compared to $160,000 and $481,000 for the three-month and nine-month periods ending March 31, 2004.
Pro forma information regarding net income (loss) and net income (loss) per share has been determined as if we had accounted for our employee stock options and employee stock purchase plans under the fair value method prescribed by SFAS No. 123. For purposes of pro forma disclosures, the estimated fair value of the stock awards is amortized to expense over the vesting periods of such awards.
6
Our pro forma information is as follows (in thousands, except per share data):
| Three Months Ended March
31, |
Nine Months Ended March
31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2005 |
2004 |
2005 |
2004 | |||||||||||
| Net income (loss), as reported | $ | 4,006 | $ | 1,187 | $ | 10,669 | $ | (4,099 | ) | |||||
| Add: Stock-based employee compensation expense | ||||||||||||||
| included in reported net income (loss), net of related tax effects | 207 | 160 | 601 | 481 | ||||||||||
| Deduct: Total stock-based employee compensation expense | ||||||||||||||
| determined under fair value method, net of related tax effects | (4,082 | ) | (3,970 | ) | (12,044 | ) | (11,493 | ) | ||||||
| Pro forma net income (loss) | $ | 131 | $ | (2,623 | ) | $ | (774 | ) | $ | (15,111 | ) | |||
| Basic net income (loss) per share: | ||||||||||||||
| As reported | $ | 0.10 | $ | 0.03 | $ | 0.26 | $ | (0.10 | ) | |||||
| Pro forma | $ | 0.00 | $ | (0.06 | ) | $ | (0.02 | ) | $ | (0.37 | ) | |||
| Diluted net income (loss) per share: | ||||||||||||||
| As reported | ||||||||||||||