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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[Mark One]

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

            For the quarterly period ended September 30, 2003

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 0-26482


TRIKON TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
   
   
Delaware
95-4054321
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
Ringland Way, Newport, South Wales NP18 2TA, United Kingdom
                
 (Address of principal executive offices)
(Zip Code)
   
Registrant’s telephone number, including area code 44-1633-414-000  
   
Not Applicable
Former name, former address and former fiscal year, if changed since last report
   

Indicate by check whether the registrant (1) has filed all reports required to be filed by Sections 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       No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes .     No

As of October 22, 2003, the total number of outstanding shares of the Registrant’s common stock was 15,527,568.

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Trikon Technologies, Inc.

INDEX

    PAGE
   
PART I.      FINANCIAL INFORMATION  
     
Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets at September 30, 2003 and December 31, 2002 3
     
  Condensed Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2003 and September 30, 2002 4
     
  Condensed Consolidated Statements of Cash Flows for the Three and Nine Months ended September 30, 2003 and September 30, 2002 5
     
  Notes to Condensed Consolidated Financial Statements 6
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 11
     
Item 3. Quantitative and Qualitative Disclosure about Market Risk 22
     
Item 4. Controls and procedures 22
     
PART II. OTHER INFORMATION  
     
Item 1. Legal Proceedings 23
     
Item 2. Changes in Securities and Use of Proceeds 23
     
Item 3. Defaults under Senior Securities 23
     
Item 4. Submission of Matters to the Vote of Security Holders 23
     
Item 5. Other Information 23
     
Item 6. Exhibits and Reports on Form 8-K 23
     
SIGNATURES 24
     
Exhibits
 
     
31.1 Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule15d-14(a) of the Exchange Act  
     
31.2 Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act  
     
32.1 Certification of Chief Executive Officer furnished pursuant to Rule 13a-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S. C. 1350)  
     
32.2 Certification of Chief Financial Officer furnished pursuant to Rule 13a-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C 1350).  

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Trikon Technologies, Inc.

PART 1 – FINANCIAL INFORMATION
ITEM 1.     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

    September 30,
2003
  December 31,
2002
 
   

 

 
    (Unaudited)   (Note A)  
Assets
             
Current assets:
             
Cash and cash equivalents
  $ 25,125   $ 42,557  
Accounts receivable, net
    10,301     8,948  
Inventories, net
    17,552     20,486  
Prepaid and other current assets
    2,843     2,671  
   

 

 
Total current assets
    55,821     74,662  
               
Property, equipment and leasehold improvements, net
    17,279     19,636  
Demonstration systems, net
    2,503     2,669  
Other assets
    187     221  
   

 

 
Total assets
  $ 75,790   $ 97,188  
   

 

 
               
Liabilities and shareholders’ equity
             
Current liabilities:
             
Accounts payable and accrued expenses
  $ 5,943   $ 4,510  
Current portion of long-term debt
    13,069     8,651  
Deferred revenue
    2,307     1,169  
Other current liabilities
    4,258     5,288  
   

 

 
Total current liabilities
    25,577     19,618  
               
Long-term debt less current portion
    211     10,717  
Pension obligations
    330     5,313  
Other non-current liabilities
    908     1,020  
   

 

 
      27,026     36,668  
               
Shareholders’ equity:
             
Preferred Stock:
             
Authorized shares – 20,000,000
             
Issued and outstanding – Nil at September 30, 2003 and December 31, 2002
             
Common Stock, $0.001 par value:
             
Authorized shares – 50,000,000
             
Issued and outstanding – 14,127,568 at September 30, 2003 and 14,025,702 at December 31, 2002
    254,636     254,536  
Accumulated other comprehensive loss
    (235 )   (8,400 )
Deferred compensation
        (569
Accumulated deficit
    (205,637 )   (185,047
   

 

 
Total shareholders’ equity
    48,764     60,520  
   

 

 
Total liabilities and shareholders’ equity
  $ 75,790   $ 97,188  
   

 

 

See Notes to Unaudited Condensed Consolidated Financial Statements.

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Trikon Technologies, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands, except share and per share data)

    Three Months ended   Nine Months ended  
   
 
 
    September 30,   September 30,   September 30,   September 30,  
    2003   2002   2003   2002  
   

 

 

 

 
Revenues:
                         
Product revenues
  $ 8,364   $ 4,506   $ 19,435   $ 20,968  
License revenues
    49         98     50  
   

 

 

 

 
      8,413     4,506     19,533     21,018  
Costs and expenses:
                         
Cost of goods sold
    5,870     4,407     15,014     15,645  
Research and development
    2,157     3,239     6,798     8,060  
Selling, general and administrative
    4,428     4,361     14,648     14,195  
Settlement of pension liabilities and related expenses
    899     497     3,622     497  
   

 

 

 

 
      13,354     12,504     40,082     38,397  
                         
Loss from operations
    (4,941 )   (7,998 )   (20,549 )   (17,379
Foreign currency (losses) gains
    (55 )   246     100     (413
Interest (expense) income, net
    (165 )   42     45     60  
   

 

 

 

 
Loss before income tax charge (credit)
    (5,161 )   (7,710 )   (20,404 )   (17,732
Income tax charge (credit)
    29     (637 )   187     (2,200
   

 

 

 

 
Net loss
  $ (5,190 ) $ (7,073 ) $ (20,591 ) $ (15,532
   

 

 

 

 
Loss per share data:
                         
Basic:
  $ (0.37 ) $ (0.55 ) $ (1.53 ) $ (1.25
Diluted:
  $ (0.37 ) $ (0.55 ) $ (1.53 ) $ (1.25
Weighted average common shares used in the calculation:
                         
Basic:
    14,078     12,874     13,484     12,419  
Diluted:
    14,078     12,874     13,484     12,419  

See Notes to Unaudited Condensed Consolidated Financial Statements.

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Trikon Technologies, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)

    Nine Months ended

 
    September 30,   September 30,  
    2003   2002  
   

 

 
Operating Activities
             
Net loss.
  $ (20,591 ) $ (15,532 )
Adjustments to reconcile net loss to net cash used in operating activities:
             
Depreciation and amortization of property plant and equipment
    3,671     3,844  
Amortization of deferred compensation
    569     1,138  
Loss (gain) on disposal of property plant and equipment
    9     (8
Provision for gain (loss) on accounts receivable
    46     (147
Changes in operating assets and liabilities:
             
Accounts receivable
    (1,399 )   12,910  
Inventories (including demonstration systems)
    3,100     (3,225 )
Other current assets
    (172 )   (956
Accounts payable and other liabilities
    403     521  
Income tax payable
        (1,585
Pension obligations
    2,117     (1,760
Deferred revenue
    1,138     (3,672
   

 

 
Net cash used in operating activities
    (11,109 )   (8,472
Investing Activities
             
Purchases of property, equipment and leasehold improvements
    (650 )   (1,907
Proceeds from sale of property, plant and equipment
        60  
Other assets and liabilities
    (78 )   275  
   

 

 
Net cash used in investing activities
    (728 )   (1,572
Financing Activities
             
Issuance of common stock
    100     11,808  
Repayments under bank credit lines
    (6,113 )   (5,817
Payments on capital lease obligations
    (522 )   (449
   

 

 
Net cash (used in) provided by financing activities
    (6,535 )   5,542  
               
Effect of exchange rate changes in cash
    940     3,746  
               
Net decrease in cash and cash equivalents
    (17,432 )   (756
Cash and cash equivalents at beginning of period
    42,557     44,667  
   

 

 
Cash and cash equivalents at end of period
  $ 25,125   $ 43,911  
   

 

 

See Notes to Unaudited Condensed Consolidated Financial Statements.

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Trikon Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2003

NOTE A     BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements include the accounts of Trikon Technologies, Inc. (the “Company”) and its subsidiaries. All material intercompany balances and transactions have been eliminated. The 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 the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The operating results for the three and nine months ended September 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003.

The balance sheet at December 31, 2002 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.

Commencing in the first quarter of fiscal 2003 the Company has identified, on the face of the statement of operations, foreign currency gains and losses as a separate item after income/loss from operations but before income/loss before tax in the current period. Certain prior-year amounts have been reclassified to conform to current-year presentation.

NOTE B     RECENT ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standards No. (“SFAS”) 143, “Accounting for Asset Retirement Obligations,” addresses the accounting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement is effective for financial years commencing after June 15, 2002 and the adoption of this statement did not have a material effect on the Company’s financial position or results of operations.

In June 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” The statement changes the measurement and timing of recognition for exit costs, including restructuring charges, and is effective for any such activities initiated after December 31, 2002. It has no effect on charges recorded for exit activities begun prior to December 31, 2002. The adoption of this statement did not have an effect on the Company’s financial position or results of operations.

SFAS No. 148, “Accounting for Stock Based Compensation – Transition and Disclosure” amends SFAS No. 123, “Accounting for Stock-Based Compensation,” and provides for additional disclosures relating to the pro forma effects of fair value based accounting when accounting is based upon the provisions of APB Opinion No. 25, “Accounting for Stock Issued to Employees.” The Company has included the additional disclosures required by this standard in note I to these condensed financial statements.

In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149 (SFAS 149), “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” This statement amends SFAS 133 to provide clarification on the financial accounting and reporting of derivative instruments and hedging activities and requires contracts with similar characteristics to be accounted for on a comparable basis. The adoption of this statement did not have an effect on the Company’s financial position or results of operations.

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In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150 (SFAS 150), “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS 150 establishes standards on the classification and measurement of financial instruments with characteristics of both liabilities and equity. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003. The Company does not expect the adoption of this statement to have a material effect on the Company’s financial position or results of operations.

In November 2002, the FASB issued Financial Interpretation No. 45 (FIN 45) “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”. This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. For product warranties, instead of disclosing the maximum potential amount of future payments under the guarantee, a guarantor is required to disclose its accounting policy and methodology used in determining its liability for product warranties as well as a tabular reconciliation of the changes in the guarantor’s product warranty liability for the reporting period. The Company has included the additional disclosures required by this interpretation in note D to these condensed financial statements.

In November 2002, the Emerging Issues Task Force reached a consensus on Issue No. 00-21 (EITF 00-21). “Revenue Arrangements with Multiple Deliverables.” EITF 00-21 provides guidance on accounting for arrangements that involve the delivery of performance of multiple products, services and/or rights to use assets and which applies to revenue arrangements beginning in this fiscal quarter of 2003. The Company does not expect the adoption of this statement to have a material effect on the Company’s financial position or results of operations.

NOTE C     INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) or market value. The components of inventory consist of the following:

    September 30,   December 31,  
    2003   2002  
   

 

 
   
$’000
 
$’000
 
Customer service spares
  $ 2,864   $ 4,327  
Components
    7,127     7,878  
Work in process
    7,561     7,065  
Finished goods
        1,216  
   

 

 
    $ 17,552   $ 20,486  
   

 

 

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NOTE D     LIABILITIES

The components of other current liabilities are as follows:

    September 30,   December 31,  
    2003   2002  
   

 

 
   
$’000
 
 $’000
 
Warranty and related expenses
   $ 1,038    $ 1,426  
Customer deposits
    1,080     2,403  
Payroll taxes
    1,170     667  
Income taxes
    101     164  
Other
    869     628  
   

 

 
Total
  4,258    $ 5,288  
   

 

 

Generally the Company’s products are sold with a standard warranty the period of which varies from 12 to 24 months, depending on a number of factors including the specific equipment purchased. The Company accounts for the estimated warranty cost as a charge to cost of sales at the time it recognizes revenue. The warranty cost is based upon historic product performance and is based on a rolling 12-month average historic cost per machine per warranty month outstanding.

Changes in the Company’s product warranty liability during the three months ended September 30, 2003 were as follows (in thousands):

Balance, June 30, 2003
  $ 971  
Provisions for warranty
    287  
Consumption of reserves
    (214 )
Translation adjustment
    (6 )
   

 
Balance, September 30, 2003
  $ 1,038  
   

 

 

NOTE E     COMPREHENSIVE LOSS

Comprehensive loss is comprised of the following:

    Three Months Ended   Nine Months Ended  
   
 
 
    September 30,   September 30,   September 30,   September 30,  
    2003   2002   2003   2002  
   

 

 

 

 
    $’000   $’000   $’000   $’000  
Net loss
  $ (5,190 ) $ (7,073 ) $ (20,591 ) $ (15,532 )
Pension plan obligations
    1,060     38     7,100     38  
Foreign currency translation adjustments
    151     981     1,065     3,537  
   

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