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):  November 14, 2005

 

LIQUIDMETAL TECHNOLOGIES, INC.

(Exact name of Registrant as Specified in its Charter)

 

Delaware

 

000-31332

 

33-0264467

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer
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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 2.02 Results of Operations and Financial Condition

 

See press release attached hereto as exhibit 99.1

 

Item 8.01 Other Events.

 

On November 10, 2005, Liquidmetal Technologies, Inc. (the “Registrant”) filed a Notification of Late Filing on Form 12b-25 stating that its Form 10-Q for the fiscal quarter ended September 30, 2005 could not be filed timely without unreasonable effort or expense and that the subject Form 10-Q would be filed on or before November 14, 2005.  However, because of strains placed on the Registrant’s finance department in its efforts to simultaneously prepare and review its Form 10-Q and prepare the resale registration statement required to be filed by the Registrant in connection with its August 2005 financing transaction, the Registrant will not be able to file its Form 10-Q by November 14, 2005.  At this time, the Registrant expects to file its Third Quarter Form 10-Q before November 30, 2005.

 

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

 

 

 

John Kang

 

 

Chairman, President and Chief Executive Officer

 

 

 

 

Date: November 14, 2005

 

 

2



 

EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

99.1

Press release dated November 14, 2005

 

3


Exhibit 99.1

 

 

News Release

 

FOR IMMEDIATE RELEASE

 

CONTACT:

Otis Buchanan

 

Liquidmetal Technologies

 

949-206-8020

 

otis.buchanan@liquidmetal.com

 

Liquidmetal® Technologies Reports 2005 Third Quarter Results; Sequential Revenue Growth of 16% from Second Quarter 2005

 

LAKE FOREST, Ca. November 14, 2005-Liquidmetal® Technologies Inc. (OTC: LQMT) today announced financial results for the three months ended September 30, 2005.

 

Revenue for the third quarter was $4.3 million compared to $3.7 million in the second quarter of 2005, an increase of $0.6 million or 16%.

 

John Kang, Chairman and Chief Executive Officer of Liquidmetal Technologies states, “We continue to see solid developments in our business as reflected in the third quarter revenue growth.  This follows solid second quarter growth as well. We are very encouraged by our increased revenues and expect this trend to continue.  We experienced good growth in the orders from our key customers, Samsung, SanDisk, Vertu and Motorola, throughout the third quarter.  In fact, we expect their increased use of Liquidmetal as each customer will be launching new products and models in addition to existing products which seem to be gaining momentum in the marketplace. While these key customers are continuing to develop the foundation to our business, we are also very excited about the new partners who committed to Liquidmetal in the third quarter. Safilo, Thales and Socket, all leaders in their respective fields, will help accelerate our revenue growth as well as further establish our technology as truly being commercially ready.”

 

Bulk Alloy revenues were $2.8 million for the third quarter compared to $2.4 million in the second quarter, an increase of $0.4 million, which is primarily attributable to the introduction of new products by its customers. Loss before interest expense, discontinued

 



 

operations, impairment of long lived assets and expensing of options was $0.6 million compared to $1.3 million in the prior quarter.

 

Coatings revenues were $1.5 million for the third quarter compared to $1.3 million in the prior quarter, showing growth of 15% in business. Income before interest expense and discontinued operations was $0.4 million compared to $0.4 million in the prior quarter, which also shows stable profitability.

 

During the quarter, selling general and administrative costs was $2.4 million compared to $1.6 million in the second quarter, an increase of $0.8 million or 50%. This increase was due primarily to the cost for SOX compliance, professional fees and expensing of options. Research and development costs were flat, coming in at $0.2 million compared to $0.2 million in the second quarter.

 

Net loss for the third quarter was $3.3 million or $0.08 per share compared to $6.4 million or $0.15 per share in the second quarter. During Q2 the company also took an impairment of long lived assets of $3.4 million.

 

Commenting on the operations, Mr. Kang noted, “In the third quarter, we saw the evidence of the turn we have made in our business.  We saw solid revenue growth which we expect to continue in the fourth quarter. Our operating expenses are maintaining at the level that we have expected. As a result, we saw the net result in the combined business units of the bulk alloy and coatings having only operating loss of $0.2 million. As revenues continue to increase in the coming quarters and we increase the capacity utilization of our plant, we expect to see continued improvement in every aspect of our financials.  We are excited about the fundamental improvements in our business and believe we are finally reaching the point we have all been striving for this year which has been to end the year at a profitable run rate.”

 

As previously announced, Liquidmetal Technologies will host a conference call at 4:30 pm (EDT) on Monday, November 14, 2005 to discuss the results.

 

Listeners may access the conference call live over the Internet from Liquidmetal Technologies’ website http://ir.liquidmetal.com or at http://www.companyboardroom.com.

 

The dial-in-number to access this operator-assisted call is toll free 1-800-925-2151 or toll 1-913-981-5552 for International callers. Institutional investors can also access the call via CCBN’s password-protected event management site, StreetEvents http://www.streetevents.com.

 

About Liquidmetal Technologies

 

Liquidmetal Technologies (http://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® 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 Revolution(TM) in material science.

 

This press release may contain “forward-looking statements” that involve risks and uncertainties, including statements regarding our anticipated financial results, 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,