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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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, 2004

 

OR

 

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

 

Commission File Number: 000-50460

 


 

TESSERA TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 


 

Delaware   16-1620029

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

3099 Orchard Drive, San Jose, California   95134
(Address of Principal Executive Offices)   (Zip Code)

 

(408) 894-0700

(Registrant’s 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  x    No  ¨.

 

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

 

As of May 6, 2004, 39,298,967 shares of the registrant’s common stock were outstanding.

 



Table of Contents

TESSERA TECHNOLOGIES, INC.

 

FORM 10-Q — QUARTERLY REPORT

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

 

TABLE OF CONTENTS

 

         Page

    PART I     

Item 1.

 

Financial Statements

    
   

Condensed Consolidated Balance Sheets (unaudited) – March 31, 2004 and December 31, 2003

   3
   

Condensed Consolidated Statements of Operations (unaudited) – Three Months Ended March 31, 2004 and March 31, 2003

   4
   

Condensed Consolidated Statements of Cash Flows (unaudited) – Three Months Ended March 31, 2004 and March 31, 2003

   5
   

Notes to Condensed Consolidated Financial Statements (unaudited)

   6

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   16

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risks

   30

Item 4.

 

Controls and Procedures

   30
    PART II     

Item 1.

 

Legal Proceedings

   30

Item 2.

 

Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

   32

Item 3.

 

Defaults Upon Senior Securities

   32

Item 4.

 

Submission of Matters to a Vote of Security Holders

   32

Item 5.

 

Other Information

   32

Item 6.

 

Exhibits and Reports on Form 8-K

   33

Signatures

   34

Exhibit Index

   35

 

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PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

TESSERA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share amounts)

(unaudited)

 

     March 31,
2004


    December 31,
2003


 
ASSETS                 

Current assets:

                

Cash and cash equivalents

   $ 67,980     $ 64,379  

Accounts receivable

     3,613       2,540  

Other current assets

     1,226       1,335  
    


 


Total current assets

     72,819       68,254  

Property and equipment, net

     1,804       1,725  

Other assets

     218       102  
    


 


Total assets

   $ 74,841     $ 70,081  
    


 


LIABILITIES AND STOCKHOLDERS’ EQUITY                 

Current liabilities:

                

Accounts payable

     1,411       876  

Accrued liabilities

     3,043       3,014  

Deferred revenue

     82       202  
    


 


Total current liabilities

     4,536       4,092  
    


 


Commitments and contingencies (Note 6)

                

Stockholders’ equity:

                

Common stock: $0.001 par value; 54,666,666 shares authorized; 38,488,521 and 38,474,443 shares issued and outstanding

     38       38  

Additional paid-in capital

     157,338       157,178  

Deferred stock-based compensation

     (96 )     (153 )

Accumulated deficit

     (86,975 )     (91,074 )
    


 


Total stockholders’ equity

     70,305       65,989  
    


 


Total liabilities and stockholders’ equity

   $ 74,841     $ 70,081  
    


 


 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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TESSERA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

 

     Three Months Ended
March 31,


 
     2004

   2003

 

Revenues:

               

Intellectual property revenues

   $ 8,896    $ 6,547  

Other intellectual property revenues

     1,974      462  

Service revenues

     2,251      2,248  
    

  


Total revenues

     13,121      9,257  
    

  


Operating expenses:

               

Cost of revenues (1)

     1,850      1,385  

Research and development (1)

     2,221      1,793  

Selling, general and administrative (1)

     4,212      2,198  

Stock-based compensation

     125      233  
    

  


Total operating expenses

     8,408      5,609  
    

  


Operating income

     4,713      3,648  

Other income, net:

               

Other

     109      81  
    

  


Total other income, net

     109      81  
    

  


Income before taxes

     4,822      3,729  

Provision for income taxes

     723      520  
    

  


Net income

     4,099      3,209  

Cumulative preferred stock dividends in arrears

     —        (2,742 )
    

  


Net income attributable to common stockholders

   $ 4,099    $ 467  
    

  


Basic and diluted net income per share attributable to common stockholders:

               

Net income per common share; basic

   $ 0.11    $ 0.07  
    

  


Net income per common share; diluted

   $ 0.09    $ 0.06  
    

  


Weighted average number of shares used in per share calculations; basic

     38,465      6,872  
    

  


Weighted average number of shares used in per share calculations; diluted

     45,904      8,353  
    

  



(1)    Operating expense line item detail excludes stock-based compensation, as follows:

               

Cost of revenues

   $ —      $ 1  

Research and development

     31      81  

Selling, general and administrative

     94      151  
    

  


Total

   $ 125    $ 233  
    

  


 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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TESSERA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

     Three Months Ended
March 31,


 
     2004

    2003

 
Cash flows from operating activities:                 

Net income

   $ 4,099     $ 3,209  

Adjustments to reconcile income to net cash provided by operating activities:

                

Depreciation and amortization

     231       205  

(Gain) loss on disposal of fixed assets

     —         (11 )

Stock-based compensation, net

     125       233  

Tax benefits from stock options

     70       —    

Unrealized (gain) loss and foreign translation

     —         (13 )

Changes in operating assets and liabilities:

                

Accounts receivable

     (1,073 )     (746 )

Other assets

     (7 )     (599 )

Accounts payable

     535       344  

Accrued liabilities

     29       61  

Deferred revenue

     (120 )     451  
    


 


Net cash provided by operating activities

     3,889       3,134  
    


 


Cash flows from investing activities:                 

Purchases of property and equipment

     (310 )     (681 )

Proceeds from sale of fixed assets

     —         13  

(Purchases) sales of short-term investments, net

     —         (1,811 )
    


 


Net cash used in investing activities

     (310 )     (2,479 )
    


 


Cash flows from financing activities:                 

Proceeds from exercise of stock options and warrants, net

     22       —    

Repurchase of common stock

     —         (271 )

Repurchase of preferred stock

     —         (1,367 )
    


 


Net cash provided by (used in) financing activities

     22       (1,638 )
    


 


Net increase (decrease) in cash and cash equivalents

     3,601       (983 )
    


 


Cash and cash equivalents at beginning of period

     64,379       1,341  
    


 


Cash and cash equivalents at end of period

   $ 67,980     $ 358  
    


 


Supplemental disclosure of non-cash investing and financing activities:                 

Deferred stock-based compensation

   $ —       $ 5  
    


 


 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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TESSERA TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND MARCH 31, 2003

(unaudited)

 

NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION

 

Tessera Technologies, Inc. (together with its subsidiary, Tessera, Inc., herein referred to as “Tessera” or the “Company”) develops semiconductor packaging technology that meets the demand for miniaturization and increased performance of electronic products. The Company licenses its technology to its customers, enabling them to produce semiconductors that are smaller and faster, and incorporate more features. These semiconductors are utilized in a broad range of electronics products including digital cameras, MP3 players, personal computers, personal digital assistants, video game consoles and wireless phones.

 

The Company was first incorporated in the state of Delaware in May 1990, as the entity Tessera, Inc. Tessera, Inc. was formed to develop the Company’s proprietary semiconductor packaging technology and to promote the adoption of this technology in the semiconductor industry. In January 2003, in a corporate reorganization, each outstanding share of each class and series of Tessera Inc.’s capital stock was converted into a share of equivalent class and series of Tessera Technologies, Inc., a newly-formed Delaware corporation. Consequently, Tessera, Inc. became a wholly-owned subsidiary of Tessera Technologies, Inc. Tessera Technologies, Inc. is a non-operating holding company that has no assets other than its shares in Tessera, Inc. The financial position, results of operations and cash flows of Tessera, Inc. are the same as that of Tessera Technologies, Inc. when consolidated with Tessera, Inc. Since this was a reorganization of entities under common control, the financial statements are presented as if Tessera Technologies, Inc. was in existence for all periods presented.

 

The accompanying interim unaudited condensed consolidated financial statements as of March 31, 2004 and 2003 and for the three months then ended have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). The amounts as of December 31, 2003 have been derived from the Company’s annual audited financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company and its results of operations and cash flows as of and for the periods presented. These financial statements should be read in conjunction with the annual audited financial statements and notes thereto as of and for the year ended December 31, 2003, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003.

 

The results of operations for the three months ended March 31, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004 or any future period and the Company makes no representations related thereto.

 

The Company’s fiscal year ends on December 31. For quarterly reporting, the Company employs a 4-week, 4-week, 5-week reporting period. The current three-month period ended on Sunday, March 28, 2004. For presentation purposes, the financial statement and notes have been presented as ending on the last day of the nearest calendar month.

 

Principles of consolidation

 

The consolidated financial statements include the accounts of Tessera Technologies, Inc. and its wholly owned subsidiary, Tessera, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

 

Use of estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires

 

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management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Research and development costs

 

Research and development costs consist primarily of compensation and related costs for personnel as well as costs related to patent prosecution, materials, supplies and equipment depreciation. All research and development costs are expensed as incurred.

 

Short-term investments

 

Marketable short-term investments are classified as available-for-sale. Short-term investments consist primarily of U.S. government debt securities and commercial paper instruments. These investments are carried at fair value with unrealized gains and losses, if any, included as a component of accumulated other comprehensive income (loss). Interests, dividends and realized gains and losses are included in interest and other income. Realized gains and losses are recognized based on the specific identification method.

 

As of March 31, 2004 and December 31, 2003, the Company invested primarily in money market funds and had no marketable short-term investments.

 

Concentration of credit risk

 

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash equivalents, short-term investments and accounts receivable.

 

The Company invests primarily in money market funds and high quality commercial paper instruments. Cash equivalents are maintained with high quality institutions, the composition and maturities of which are regularly monitored by management. The Company’s short-term investments consist of mutual funds invested primarily in U.S. government debt securities and commercial paper instruments. The Company has classified all short-term investments as available-for-sale. The Company believes that the concentration of credit risk in its trade receivables is substantially mitigated by the Company’s evaluation process, relatively short collection terms and the high level of credit worthiness of its customers. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary but generally requires no collateral.

 

The following table sets forth sales to customers comprising 10% or more of the Company’s total revenues from continuing operations for the periods indicated:

 

     March 31,
2004


    March 31,
2003


 

Customer

            

A

   28 %   28 %

B

   13 %   —    

C

   —       11 %

 

The Company’s accounts receivable are concentrated with three customers at March 31, 2004, representing 48%, 17% and 11% of aggregate gross receivables, and four customers at December 31, 2003, representing 32%, 14%, 13%, and 13% of aggregate gross receivables.

 

Revenue recognition

 

The Company accounts for its revenues under the provisions of Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition.” Under the provisions of SAB No. 104, the Company recognizes revenues when there is persuasive evidence of an arrangement, delivery has occurred, the fee is fixed and determinable, and collectibility of the resulting receivable is reasonably assured.

 

7


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Intellectual property revenues

 

Intellectual property revenues include revenues from license fees and from royalty payments. Licensees typically pay a non-refundable license fee. Revenues from license fees are generally recognized at the time the license agreement is executed by both parties. In some instances, the Company provides training to its licensees under the terms of the license agreement. The amount of training provided is limited and is incidental to the licensed technology. Accordingly, in instances where training is provided under the terms of a license agreement, a portion of the license fee is deferred until such training has been provided. The amount of revenues deferred is the estimated fair value of the services, which is based on the price the Company charges for similar engineering services when they are sold separately. These revenues are reported as service revenues. Semiconductor manufacturers and assemblers pay on-going royalties on their shipment of semiconductors incorporating the Company’s intellectual property. Royalties under the Company’s royalty-based technology licenses are generally based upon either unit volumes of semiconductors shipped using the Company’s technology or a percent of the net sales price. Licensees generally report shipment information 30 to 60 days after the end of the quarter in which such activity takes place. As there is no reliable basis on which the Company can estimate its royalty revenues prior to obtaining these reports from the licensees, the Company recognizes royalty revenues on a one-quarter lag. In some cases, licensees pre-pay a portion of future royalty obligations. These amounts are deferred and recognized as future royalty obligations are reported by the licensee.

 

Other intellectual property revenues

 

Other intellectual property revenues are royalty payments received through license negotiations or the resolution of patent disputes. Such negotiations arise when it comes to the Company’s attention that a third party is infringing on patents or a current licensee is not paying to the Company royalties that it is entitled to. Other intellectual property revenues represent the portion of royalty payments received through such license negotiations or resolution of patent disputes that relates to previous periods and are based on historical production volumes.

 

Revenues are recognized upon execution of the agreement by both parties, provided that the amounts are fixed or determinable, there are no significant Company obligations and collection is reasonably assured. The Company does not recognize any revenues prior to execution of the agreement as there is no reliable basis on which the Company can estimate the amounts for royalties related to previous periods or assess collectibility.

 

Service revenues

 

The Company utilizes the completed-contract and the percentage-of-completion methods of accounting for both commercial and government contracts, dependent upon the type of the contract. The completed-contract method of accounting is used for fixed-fee contracts with relatively short delivery times. Revenues from fixed-fee contracts are recognized upon acceptance by the customer or in accordance to the contract specifications, assuming: title and risk of loss has transferred to the customer; prices are fixed and determinable; no significant Company obligations remain; and collection of the related receivable is reasonably assured.