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
(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 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 registrants common stock were outstanding.
FORM 10-Q QUARTERLY REPORT
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004
TABLE OF CONTENTS
| Page | ||||
| PART I | ||||
| Item 1. |
||||
| Condensed Consolidated Balance Sheets (unaudited) March 31, 2004 and December 31, 2003 |
3 | |||
| 4 | ||||
| 5 | ||||
| Notes to Condensed Consolidated Financial Statements (unaudited) |
6 | |||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
16 | ||
| Item 3. |
30 | |||
| Item 4. |
30 | |||
| PART II | ||||
| Item 1. |
30 | |||
| Item 2. |
Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
32 | ||
| Item 3. |
32 | |||
| Item 4. |
32 | |||
| Item 5. |
32 | |||
| Item 6. |
33 | |||
| 34 | ||||
| 35 | ||||
2
PART I FINANCIAL INFORMATION
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.
3
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.
4
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.
5
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 Companys 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 Companys 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 Companys 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 Companys 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
6
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 Companys 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 Companys 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 Companys total revenues from continuing operations for the periods indicated:
| March 31, 2004 |
March 31, 2003 |
|||||
| Customer |
||||||
| A |
28 | % | 28 | % | ||
| B |
13 | % | | |||
| C |
| 11 | % |
The Companys 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
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 Companys intellectual property. Royalties under the Companys royalty-based technology licenses are generally based upon either unit volumes of semiconductors shipped using the Companys 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 Companys 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.