UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 2004
LIQUIDMETAL TECHNOLOGIES, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 000-31332 20-0121262
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
25800 Commercentre Dr., Suite 100
Lake Forest, CA 92630
(Address of Principal Executive Offices; Zip Code)
Registrant's telephone number, including area code: (949) 206-8000
LIQUIDMETAL TECHNOLOGIES, INC.
FORM 8-K
Item 9. Regulation FD Disclosure.
The following information is being furnished under Item 9 of Form 8-K: Press
release by Liquidmetal Technologies, Inc. announcing preliminary 2003 fourth
quarter financial highlights and 2004 first quarter outlook. A copy of this
press release is attached as Exhibit 99.1 to this Form 8-K.
Item 12. Results of operations and Financial Condition.
The following information is being furnished under Item 12 of Form 8-K: Press
release by Liquidmetal Technologies, Inc. announcing preliminary 2003 fourth
quarter financial highlights and 2004 first quarter outlook. A copy of this
press release is attached as Exhibit 99.1 to this Form 8-K.
The information in this Form 8-K is being furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section. The
information in this Form 8-K shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933,
as amended.
Exhibit 99.1 to this Form 8-K contains a possible "non-GAAP financial measure,"
as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934,
as amended. The possible non-GAAP financial measure consists of a comparative
reference to "[f]ourth quarter operating expenses, before giving effect to
charges related to corporate office consolidation, severance, impairments, and
other one-time charges." Management believes that the charges identified in this
measure, while not necessarily "nonrecurring," are sufficiently anomalous to
warrant this comparative reference in order to allow investors to better
understand trends relating to the registrant's operating expenses. The most
directly comparable GAAP financial measure, which is fourth quarter operating
expenses, is also presented in an equivalent comparative reference.
2
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.
LIQUIDMETAL TECHNOLOGIES, INC.
By: /s/ John Kang
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John Kang
Chairman, President, and Chief
Executive Officer
Date: March 4, 2004
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release, dated March 4, 2004.
3
[Graphic omitted]
LIQUIDMETAL
TECHNOLOGIES
News Release
FOR IMMEDIATE RELEASE
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CONTACT: David Townsend
(813) 314-0280
david.townsend@liquidmetal.com
Liquidmetal(R) Technologies Reports Preliminary
2003 Fourth Quarter Financial Highlights and 2004 First Quarter Outlook
--Regularly Scheduled Conference Call Will Be Held Today
to Review Status of Operations--
--Final 2003 Results to Be Issued With 10-K Filing in Late March--
LAKE FOREST, CA, March 4, 2004--- Liquidmetal(R) Technologies, Inc.
(NASDAQ: LQMT), the leading developer of amorphous alloys and industrial
coatings, today announced preliminary unaudited financial and operating
highlights for the fourth quarter of 2003 and outlook for the first quarter of
2004. Because of its previously announced restatement of revenues for certain
prior periods and related financial review, the company said it will report full
results for the 2003 fourth quarter and year in conjunction with the filing of
its 2003 Annual Report on Form 10-K.
"The restatement, as well as the significant consolidation and cost
reduction measures undertaken by the company in the 2003 fourth quarter as part
of our well-publicized transition to a new operating structure and focus, have
made for an extraordinary and complex year-end closing process," said John Kang,
Chairman and CEO. "On the one hand, results for the fourth quarter will be
significantly impacted by charges associated with the sweeping changes to our
organizational and operating structure announced in December as an outgrowth of
our modified business strategy. On the other hand, these actions have launched
us into 2004 with renewed momentum, a streamlined cost structure, and a
sharpened focus on product and market opportunities that we believe will greatly
enhance our revenue growth and progress toward profitability in the months
ahead."
Revenues for the 2003 fourth quarter are expected to approximate $3.3
million, Kang reported, a level maintained despite the company's decisions to
eliminate various unprofitable products from its manufacturing mix during the
quarter as part of its modified operating strategy. Revenue comparisons with
prior year are not provided because fourth quarter 2002 revenues are included in
the pending restatement.
Fourth quarter operating expenses, before giving effect to charges
related to corporate office consolidation, severance, impairments, and other
one-time charges, were sharply lower than the $4.7 million in operating expenses
in the preceding third quarter, although total fourth quarter operating expenses
are expected to be significantly higher than third quarter operating expenses
after taking into account these charges. Throughout the fourth quarter, the
company continued to engage in extensive programs to reduce costs and streamline
its operations through staff and manufacturing headcount reductions,
consolidation of facilities--including the relocation of its headquarters--and
more focused product development efforts.
Charges associated with the company's year-end consolidation measures,
and their impact on final gross profit and net results, will be reflected in the
company's upcoming 10-K filing.
The company entered 2004 clearly benefiting from the streamlining
activities of the fourth quarter, Kang said. In particular, operating expenses
are expected to achieve a quarterly run rate of approximately $2.6 million for
the 2004 first quarter, a 45% reduction from the third quarter of 2003 and 69%
below the operating expense of $8.5 million in first quarter last year. Revenues
for the current 2004 first quarter are forecast to be in the range of $3.5 to
$4.0 million and continue a positive trajectory throughout 2004.
The company's branding efforts received a significant boost in the
fourth quarter when the HEAD(R) Liquidmetal(R) line of tennis racquets launched
in 2003 was recognized as among the Best Products of the Year by Fortune and
BusinessWeek magazines. In addition, a new line of Liquidmetal(R) baseball and
softball bats launched by Rawlings last fall was acknowledged as that company's
best bat launch in history, prompting the recent signing of a new three-year
exclusive product development agreement with the renowned sporting goods
manufacturer. In February, luxury cell phone company
Vertu Limited unveiled its new Ascent Collection of mobile phones featuring
Liquidmetal(R) alloys as an integral part of the exterior casing. Also in
February, consumer electronics giant Samsung began production of its fifth cell
phone model currently employing Liquidmetal alloy hinge housings for superior
performance and durability in a critical-wear application.
Efforts with hinge housing production have played a key role in
stabilizing operations at the company's Pyongtaek, South Korea manufacturing
plant, which has been impacted by production inefficiencies and high costs
associated with launching a new manufacturing facility built around the
company's unprecedented alloy technology, said Kang. By focusing production
emphasis on a single product line and refining its manufacturing processes, the
plant is achieving significant cost improvements through improved yields, higher
mold life, and lower post-finishing costs. In addition, plant overhead has been
sharply reduced as a result of personnel reductions completed in the fourth
quarter, Kang said.
In support of this marketing and operating progress, the company has
also solidified its financial foundation. Yesterday (March 3), the company
announced the finalization of a $10 million private placement of 6% convertible
notes due 2007. In January, the company announced plans to place $5 to $7
million of notes. The offering was expanded to include greater-than-anticipated
demand for participation in the transaction.
"We are gratified with this show of confidence in the company's future
prospects," said Kang. "Despite the challenges of 2003, including the formidable
learning curve associated with launching a new manufacturing company based on a
new technology, the one constant value driver of Liquidmetal Technologies is the
unprecedented nature of our family of amorphous alloys and their potential to
change the paradigm of materials manufacturing and product development."
"With a new low cost operating structure, newly strengthened balance
sheet, more focused manufacturing and marketing strategies, and the recent
high-profile launch of products prominently bearing the Liquidmetal brand, we
are clearly excited about our momentum and prospects entering 2004. Our team of
marketing, manufacturing, scientific and financial professionals is poised to
seek out and capitalize on opportunities for growth and profitability," Kang
said.
The restatement, which the company announced February 20, relates to
sales of Liquidmetal alloying equipment to a former supplier and licensee with
whom the company settled a contract dispute in January. Included in the
restatement are $1.7 million of revenues from alloying equipment sales
originally recorded in the third and fourth quarters of 2002 and $2.5 million
from the sale of Liquidmetal die casting machines originally recorded in the
first quarter of 2003. The company said the ongoing analysis and review expected
to be completed later this month will determine the precise extent of the
restatement's impact on previously reported results of operations and current
forecasts. Details of the restatement will be reported in the company's 10-K
filing.
The company is conducting a conference call and webcast to review this
announcement today at 2 p.m. PST/5 p.m. EST. John Kang, Chairman and Chief
Executive Officer, will host the event. Interested parties are invited to access
the conference call live via the Internet from Liquidmetal Technologies' web
site at http://ir.liquidmetal.com or at www.companyboardroom.com. The dial-in
number for investors participating in the operator-assisted call is toll-free
1-800-915-4836 or toll 1-973-317-5319 for international callers. Institutional
investors may also access the call via CCBN's password-protected event
management site, www.streetevents.com. A rebroadcast will be available after 4
p.m. PST/7 p.m. EST the day of the call on the company's website or at toll-free
1-800-428-6051 (1-973-709-2089 for international callers), access code 335991.
About Liquidmetal Technologies, Inc.
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Liquidmetal Technologies, Inc. (www.liquidmetal.com) is the leading developer,
manufacturer, and marketer of products made from amorphous alloys. Amorphous
alloys are unique materials that are characterized by a random atomic structure,
in contrast to the crystalline atomic structure possessed by ordinary metals and
alloys. Bulk Liquidmetal(R) alloys are two to three times stronger than commonly
used titanium alloys, harder than tool steel, and relatively non-corrosive and
wear resistant. Bulk Liquidmetal alloys can also be molded into precision
net-shaped parts similar to plastics, resulting in intricate and sophisticated
engineered designs. Liquidmetal Technologies is the first company to produce
amorphous alloys in commercially viable bulk form, enabling significant
improvements in products across a wide array of industries. The combination of a
super alloy's performance coupled with unique processing advantages positions
Liquidmetal alloys for what the company believes will be The Third RevolutionTM
in material science.
This press release contains "forward-looking statements" that involve risks and
uncertainties, including statements regarding our anticipated financial results
for the fourth quarter of 2003, financial forecasts for the first quarter of
2004 and fiscal 2004, as well as our plans, future events, objectives,
expectations, forecasts, and the assumptions on which those statements are
based. Any statement in this press release that is not a statement of historical
fact is a forward-looking statement, and in some cases, words such as "believe,"
"estimate," "project," "expect," "intend," "may," "anticipate," "plans,"
"seeks," and similar expressions identify forward-looking statements. These
statements involve risks and uncertainties that could cause actual outcomes and
results to differ materially from the anticipated outcomes or result, and undue
reliance should not be placed on these statements. These risks and uncertainties
include: the ongoing audit committee investigation and any further adjustments
that may be part of the restatement; our limited operating history in developing
and manufacturing products from bulk amorphous alloys; the adoption of our
alloys by customers; the commercial success of our customer's products; our
ability to identify, develop, and commercialize new applications for our alloys;
competition with suppliers of incumbent materials; the development of new
materials that render our alloys obsolete; the ability to manage our anticipated
growth; our limited direct experience in manufacturing bulk alloy products;
scaling-up our manufacturing facilities; protecting our intellectual property;
problems associated with manufacturing and selling our alloys outside of the
United States; and other risks and uncertainties discussed in filings made with
the Securities and Exchange Commission (including risks described in subsequent
reports on Form 10-Q, Form 10-K, Form 8-K, and other filings). Liquidmetal
Technologies disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise.
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