-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UQyUN/nlCAdHOY0e9ehLLyYcogphrqb9ujeDhFndkzWf1hv+8LI/tEbH/u8bi7P+ Fd9BhtZbjOA+awEacMMMxw== 0000891092-04-005071.txt : 20041026 0000891092-04-005071.hdr.sgml : 20041026 20041026161944 ACCESSION NUMBER: 0000891092-04-005071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041026 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041026 DATE AS OF CHANGE: 20041026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOGICVISION INC CENTRAL INDEX KEY: 0001041418 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943166964 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31773 FILM NUMBER: 041096917 BUSINESS ADDRESS: STREET 1: 25 METRO DRIVE 3RD FL CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: 4084530146 MAIL ADDRESS: STREET 1: 25 METRO DRIVE 3RD FL CITY: SAN JOSE STATE: CA ZIP: 95110 8-K 1 e19438_8k.txt FORM 8-K 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) October 26, 2004 LOGICVISION, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-31773 94-3166964 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 25 Metro Drive, 3rd Floor San Jose, California 95110 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (408) 453-0146 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 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: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) Item 2.02. Results of Operations and Financial Condition. The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing. On October 26, 2004, LogicVision, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2004. A copy of the earnings release is furnished herewith as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. Exhibit Description - ------- ----------- 99.1 Press release dated October 26, 2004 announcing third quarter 2004 financial results. 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 hereunto duly authorized. Dated: October 26, 2004 LOGICVISION, INC. By /s/ Bruce M. Jaffe --------------------------------------------------- Bruce M. Jaffe Vice President, Finance and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release dated October 26, 2004 announcing third quarter 2004 financial results. EX-99.1 2 e19438ex99-1.txt PRESS RELEASE Exhibit 99.1 LogicVision Reports Third Quarter 2004 Financial Results Company's Results Exceed Guidance SAN JOSE, Calif., Oct. 26 /PRNewswire-FirstCall/ -- LogicVision, Inc. (Nasdaq: LGVN), a leading provider of embedded yield enhancement solutions for integrated circuits and systems, today announced financial results for the third quarter ended Sept. 30, 2004. Results were above the guidance the company provided on July 26, 2004. Revenues for the third quarter were $2.7 million, compared with $2.5 million in the second quarter of 2004. Net loss for the third quarter was $1.8 million, or a loss of $0.11 per share, an improvement over a net loss of $2.1 million, or a loss of $0.13 per share, reported in the second quarter of 2004. Gross margins for the third quarter were 69 percent, compared with 64 percent for the second quarter. Higher licensing revenues, which earn the company's highest margins, contributed to the increase in gross margins. Operating expenses were $3.7 million, compared with $3.8 million in the second quarter of 2004. General and administrative costs continued to decline during the third quarter, offsetting the planned increase in research and development and selling and marketing expenses. At Sept. 30, 2004, LogicVision had $27.7 million in cash and cash equivalents, short-term investments and marketable securities, with no outstanding bank debt. LogicVision exited the third quarter with a backlog of $18.2 million, including $8.3 million of deferred revenues, compared with a backlog of $18.4 million, including $8.1 million of deferred revenues at the end of the prior quarter. "We were very pleased to have exceeded our third quarter guidance. Revenues were the second highest in the last eight quarters and our backlog going into the fourth quarter is strong at $18.2 million," said Jim Healy, president and CEO of LogicVision. "As previously discussed, we signed a definitive agreement to acquire SiVerion, Inc., which we believe will significantly broaden our yield-learning solution and accelerate time-to-yield for advanced designs and processes. We expect to close this acquisition by early November." Guidance for the Fourth Quarter of 2004 -- Revenues for Q4 are expected to be in excess of $2.4 million. -- Net loss for Q4 is expected to be in the range of $2.5 million to $2.8 million, or a loss of $0.14 to a loss of $0.16 per share. As previously stated, the company expects operating expenses to increase as it invests in the business to improve its product and increase customer adoption, as well as to absorb the business operations of its recently announced acquisition of SiVerion, Inc. -- Cash and cash equivalents, short-term investments and marketable securities are expected to be approximately $25.0 million at the end of Q4. The decline in cash is expected to result from the quarterly operating loss, plus contractual payments for consulting and software services to facilitate the automation and enhancement of our product offering, along with payments made for the SiVerion acquisition, offset by expected bank borrowings of approximately $4 million. Conference Call LogicVision will broadcast its conference call discussion of third quarter 2004 financial results on Tuesday, Oct. 26, 2004 at 2 p.m. Pacific time. To listen to the call, please dial 773-756-4600, pass code: "LogicVision." A taped replay will be made available approximately one hour after the conclusion of the call and will remain available for one week. To access the replay, dial 402-280-9984. The LogicVision financial results conference call will be available via a live web cast on the investor relations section of the company's web site at http://www.logicvision.com . An archived web cast of the call will be available at http://www.logicvision.com for one year. About LogicVision, Inc. LogicVision provides proprietary technology that enhances yield in the manufacturing of complex semiconductors. LogicVision's embedded yield enhancement solution allows integrated circuit designers to embed test functionality that is used both during semiconductor production and throughout the useful life of the chip. Through use of these LogicVision "eyes" in the die, customers can enhance their product yield, maximize quality, lower test costs and speed time to market. More information is available at www.logicvision.com. FORWARD-LOOKING STATEMENTS Except for the historical information contained herein, the matters set forth in this press release, including statements as to the Company's outlook and continuing progress, including expected contractual payments, expected bank borrowings, expectations regarding customer adoption, the features, benefits and enhancements of the Company's products, expected benefits and timing of the closing of the SiVerion acquisition, and the Company's expected financial results and condition, including revenues, net loss and cash and cash equivalents, short-term investments and marketable securities, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, including, but not limited to, the possibility that orders could be cancelled or not renewed, the ability of the Company to negotiate and sign customer agreements and obtain purchase orders, trends in capital spending in the semiconductor industry, the timing and nature of customer orders, the impact of competitive products and alternative technological advances, satisfaction of certain conditions to closing of the proposed acquisition of SiVerion (including without limitation the approval of SiVerion stockholders), and the ability to close the acquisition and integrate SiVerion following the acquisition, and other risks detailed in LogicVision's Form 10-K for the year ended December 31, 2003, and Form 10-Q for the quarter ended June 30, 2004, and from time to time in LogicVision's SEC reports. These forward-looking statements speak only as of the date hereof. LogicVision disclaims any obligation to update these forward-looking statements. NOTE: LogicVision, Embedded Test and LogicVision logos are trademarks or registered trademarks of LogicVision Inc. in the United States and other countries. All other trademarks and service marks are the property of their respective owners. LOGICVISION, INC STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2004 2003 2004 2003 Revenues: License Revenue $1,662 $466 $4,111 $2,046 Service Revenue 962 950 2,977 3,115 Product Revenue 69 65 278 129 Total revenues 2,693 1,481 7,366 5,290 Cost of revenues: License Revenue 42 58 136 144 Service Revenue 691 524 1,977 2,013 Product Revenue 99 32 266 53 Total cost of revenues 832 614 2,379 2,210 Gross profit 1,861 867 4,987 3,080 Operating expenses: Research and development 1,220 1,089 3,659 3,526 Sales and marketing 1,530 2,149 4,368 7,118 General and administrative 980 1,082 3,366 3,167 Total operating expenses 3,730 4,320 11,393 13,811 Loss from operations (1,869) (3,453) (6,406) (10,731) Interest and other income 106 152 324 523 Loss before provision for income taxes (1,763) (3,301) (6,082) (10,208) Provision for income taxes 4 41 36 123 Net loss $(1,767) $(3,342) $(6,118) $(10,331) Net loss per common share, basic and diluted $(0.11) $(0.21) $(0.38) $(0.67) Weighted average number of shares outstanding, basic and diluted 16,065 15,618 15,990 15,435 BALANCE SHEETS (in thousands, except per share amounts) (Unaudited) September 30, December 31, 2004 2003 ASSETS Current Assets: Cash and cash equivalents $7,539 $15,475 Short-term investments 12,818 3,782 Accounts receivable, net 2,560 2,756 Prepaid expenses and other current assets 1,321 1,251 Total current assets 24,238 23,264 Property and equipment, net 986 922 Marketable securities 7,365 11,801 Other long-term assets, net 2,007 508 Total assets $34,596 $36,495 Total cash and cash equivalents, short-term investments and marketable securities $27,722 $31,058 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $2,360 $754 Accrued liabilities 2,238 1,389 Deferred revenue 5,496 5,482 Total current liabilities 10,094 7,625 Deferred revenue 2,818 1,719 Total liabilities 12,912 9,344 Stockholders' Equity: Common stock 2 2 Additional paid-in capital 98,315 97,759 Deferred stock-based compensation (10) (132) Accumulated other comprehensive income 108 135 Accumulated deficit (76,731) (70,613) Total stockholders' equity 21,684 27,151 Total liabilities and stockholders' equity $34,596 $36,495 SOURCE LogicVision, Inc. -0- 10/26/2004 /CONTACT: Bruce M. Jaffe, Vice President & CFO of LogicVision, +1-408-453-0146, or InvestorRelations@logicvision.com; or Christina Carrabino, +1-650-470-0200, or Christina@stapleton.com, for LogicVision/ /Web site: http://www.logicvision.com / (LGVN) CO: LogicVision, Inc. ST: California IN: CPR SEM SU: ERN CCA ERP -----END PRIVACY-ENHANCED MESSAGE-----