UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 12b-25
NOTIFICATION OF LATE FILING
FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
SEC FILE NUMBER: 000-31332
CUSIP NUMBER: 53634X
PART I - REGISTRANT INFORMATION
Full Name of Registrant:
LIQUIDMETAL TECHNOLOGIES, INC.
Address of Principal Executive Office (Street and Number):
25800 Commercentre Drive, Suite 100
City, State and Zip Code:
Lake Forest, California 92630
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.
(X) (a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without unreasonable
effort or expense;
(X) (b) The subject annual report, or semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K, Form
N-SAR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date,;
or the subject quarterly report or transition report on Form
10-Q, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and
( ) (c) The accountant's statement or other exhibit required by Rule
12b-25 has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed).
The Registrant is unable to timely file its report on Form 10-K for the fiscal
year ended December 31, 2003 (the "Form 10-K") without unreasonable effort or
expense. As disclosed in the Registrant's press releases dated February 20, 2004
and March 4, 2004, the Registrant has determined that it will be required to
restate financial statements from prior periods due to the fact that revenues
from equipment sales made to Growell Metal Co., Ltd. ("Growell") in the third
and fourth quarters of 2002 and the first quarter of 2003 should not have been
recognized in those periods. The previously reported equipment sales to Growell
were comprised of $1.6 million of revenue from alloying equipment sales in the
third and fourth quarters of 2002 and $2.6 million of revenue from the sale of
Liquidmetal die casting machines in the first quarter of 2003. The Registrant's
ongoing review and analysis of these equipment sales and the restatement have
caused a delay in the completion of the Registrant's audit for the fiscal year
ended December 31, 2003 and a corresponding delay in the completion in the Form
10-K. The Registrant expects that it will file the Form 10-K by March 30, 2004.
The effect of the restatement will be to eliminate the recognition of revenue on
the alloying equipment sales made to Growell in the third and fourth quarters of
2002, and to defer the recognition of revenue on the die casting machine sales
made in the first quarter of 2003. The Registrant currently expects that the
revenue from the die casting machine sales will be deferred until the first
quarter of 2004, which is the quarter during which Growell paid for the die
casting machines as a part of the previously announced settlement agreement
between the Registrant and Growell. On a preliminary unaudited basis, the
Registrant currently expects that the restatement will result in total revenues
of $11.5 million for the 2002 fiscal year, a decrease over previously reported
revenues for the year. On a quarterly basis, the restatement will result in
revenue of $2.8 million and $5.2 million for the third quarter of 2002 and
fourth quarter of 2002, respectively, representing a decrease over previously
reported revenues for such periods. The registrant does not expect that the
restatement will have a material impact on the amount of the Registrant's
previously reported net loss for fiscal 2002 or for the third and fourth
quarters of 2002.
On a preliminary unaudited basis, the Registrant also currently expects that the
restatement will result in revenue of $4.0 million for the first quarter of
2003, representing a decrease over previously reported first quarter 2003
revenues, and a net loss of $(7.6) million for the first quarter of 2003,
representing an increase in the previously reported net loss for first quarter
2003.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
David Nail, Vice President of Finance
(813) 314-0280
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports) been
filed? If answer is no, identify report(s).
(X) Yes ( ) No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
(X) Yes ( ) No
(4) If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
See Part III above.
LIQUIDMETAL TECHNOLOGIES, INC. has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: March 15, 2004 By: /s/ John Kang
-------------------------------------
John Kang
President and Chief Executive
Officer
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