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 Fiscal Quarter ended March 31, 2004
OR
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
___________to___________
Commission File Number 0-23478
TurboChef Technologies, Inc.
(Exact name of Registrant as specified in its Charter)
|
DELAWARE |
|
48-1100390 |
|
(State or other jurisdiction of incorporation or organization) |
|
(IRS employer identification number) |
|
|
|
|
|
10500 Metric Drive, Suite 128 |
|
75243 |
|
(Address of principal executive offices) |
|
(Zip Code) |
|
|
|
|
|
Registrant’s telephone number, including area code: |
||
|
(214) 379-6000 |
||
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 is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES o NO x
Indicate the number of shares outstanding of each of the Registrant’s classes of Common Stock, as of the latest practicable date.
|
Title of Each Class |
|
Number of Shares Outstanding |
|
|
|
|
|
Common Stock, $0.01 Par Value |
|
26,215,957 |
TURBOCHEF
TECHNOLOGIES, INC.
TABLE OF CONTENTS
| Form 10-Q Item |
|
Page |
||
| |
|
|
||
|
|
|
|
||
|
|
1 |
|||
|
|
|
|
|
|
|
|
Item1. |
|
1 |
|
|
|
|
|
|
|
|
|
|
Unaudited Condensed Balance Sheets as of March 31, 2004 and December 31, 2003 |
|
1 |
|
|
|
|
|
|
|
|
|
Unaudited Condensed Statements of Operations for the three months ended March 31, 2004 and 2003 |
|
2 |
|
|
|
|
|
|
|
|
|
Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2004 and 2003 |
|
3 |
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
9 |
|
|
|
|
|
|
|
|
Item 3. |
|
14 |
|
|
|
|
|
|
|
|
|
Item 4. |
|
14 |
|
|
|
|
|
|
|
|
|
15 |
|||
|
|
|
|
|
|
|
|
Item 1. |
|
15 |
|
|
|
|
|
|
|
|
|
Item 2. |
|
15 |
|
|
|
|
|
|
|
|
|
Item 3. |
|
15 |
|
|
|
|
|
|
|
|
|
Item 4. |
|
15 |
|
|
|
|
|
|
|
|
|
Item 5. |
|
15 |
|
|
|
|
|
|
|
|
|
Item 6. |
|
15 |
|
|
|
|
|
|
|
|
|
|
|
16 |
|
TURBOCHEF TECHNOLOGIES, INC.
UNAUDITED CONDENSED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
|
|
|
March 31, |
|
December 31, |
|
||||||
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
$ |
5,593 |
|
|
|
$ |
8,890 |
|
|
|
Accounts receivable, net of allowance of $215 and $219, respectively |
|
|
|
787 |
|
|
|
|
515 |
|
|
|
Other receivables, net |
|
|
|
52 |
|
|
|
|
8 |
|
|
|
Inventory |
|
|
|
2,542 |
|
|
|
|
1,470 |
|
|
|
Prepaid expenses |
|
|
|
287 |
|
|
|
|
290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
9,261 |
|
|
|
|
11,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
|
1,471 |
|
|
|
|
101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
|
109 |
|
|
|
|
157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
$ |
10,841 |
|
|
|
$ |
11,431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity (Deficit): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
$ |
1,128 |
|
|
|
$ |
314 |
|
|
|
Other payables |
|
|
|
1,445 |
|
|
|
|
1,445 |
|
|
|
Accrued expenses |
|
|
|
1,172 |
|
|
|
|
841 |
|
|
|
Notes payable |
|
|
|
- |
|
|
|
|
380 |
|
|
|
Deferred revenue |
|
|
|
267 |
|
|
|
|
295 |
|
|
|
Accrued warranty and upgrade costs |
|
|
|
878 |
|
|
|
|
928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
|
4,890 |
|
|
|
|
4,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible, redeemable preferred stock |
|
|
|
12,605 |
|
|
|
|
12,605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity (deficit): |
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock, $.01 par value, authorized 50,000,000 shares, |
|
|
|
262 |
|
|
|
|
255 |
|
|
|
Additional paid-in capital |
|
|
|
56,122 |
|
|
|
|
55,460 |
|
|
|
Accumulated deficit |
|
|
|
(62,544 |
) |
|
|
|
(60,598 |
) |
|
|
Notes receivable for stock issuances |
|
|
|
(43 |
) |
|
|
|
(43 |
) |
|
|
Treasury stock—at cost 32,130 shares |
|
|
|
(451 |
) |
|
|
|
(451 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders’ deficit |
|
|
|
(6,654 |
) |
|
|
|
(5,377 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ deficit |
|
|
$ |
10,841 |
|
|
|
$ |
11,431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
1
TURBOCHEF TECHNOLOGIES, INC.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
|
|
|
Three Months Ended March 31, |
|
||||
|
|
|
|
|
||||
|
|
|
2004 |
|
2003 |
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
946 |
|
$ |
2,224 |
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
Cost of goods sold |
|
|
447 |
|
|
1,174 |
|
|
Research and development expenses |
|
|
311 |
|
|
275 |
|
|
Selling, general and administrative expenses |
|
|
2,165 |
|
|
1,549 |
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
2,923 |
|
|
2,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(1,977 |
) |
|
(774 |
) |
|
|
|
|
|
|
|
|
|
|
Other income: |
|
|
|
|
|
|
|
|
Interest income |
|
|
35 |
|
|
34 |
|
|
Other (expense) income |
|
|
(4 |
) |
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 |
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
(1,946 |
) |
|
(735 |
) |
|
|
|
|
|
|
|
|
|
|
Preferred stock dividends |
|
|
- |
|
|
(59 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss applicable to common stockholders |
|
$ |
(1,946 |
) |
$ |
(794 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share data - basic and diluted: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(0.08 |
) |
$ |
(0.04 |
) |
|
Preferred stock dividends |
|
|
- |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
Net loss applicable to common stockholders |
|
$ |
(0.08 |
) |
$ |
(0.04 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common shares outstanding - |
|
|
25,846,968 |
|
|
19,062,534 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
2
TURBOCHEF TECHNOLOGIES, INC.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
|
|
|
Three Months Ended March 31, |
|
||||||||
|
|
|
|
|
||||||||
|
|
|
2004 |
|
2003 |
|
||||||
|
|
|
|
|
|
|
||||||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
$ |
(1,946 |
) |
|
|
$ |
(735 |
) |
|
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
37 |
|
|
|
|
124 |
|
|
|
Non-cash interest on notes receivable from employees and directors |
|
|
|
- |
|
|
|
|
(33 |
) |
|
|
Non-cash compensation expense |
|
|
|
31 |
|
|
|
|
6 |
|
|
|
Foreign exchange gain |
|
|
|
(3 |
) |
|
|
|
- |
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
|
(255 |
) |
|
|
|
(364 |
) |
|
|
Inventories |
|
|
|
(1,083 |
) |
|
|
|
298 |
|
|
|
Prepaid expenses and other assets |
|
|
|
3 |
|
|
|
|
26 |
|
|
|
Accounts payable |
|
|
|
817 |
|
|
|
|
(38 |
) |
|