LIQUIDMETAL TECHNOLOGIES INC
For the period ended Dec 31, 2024. Filed Mar 13, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 13, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-03-12.
0001437749-24-007453
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-03-13.
0001437749-25-007519
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 64 previous paragraphs and 62 current paragraphs.
46 unchanged; 15 reworded; 0 added; 3 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Removed paragraphs (3)
Previous report
The 2016 Purchase Agreement also provided that, with certain limited exceptions, if we issue any shares of common stock at any time through the fifth anniversary of the 2016 Purchase Agreement, the Investor will have a preemptive right to subscribe for and to purchase at the same price per share (or at market price, in the case of issuance of shares pursuant to stock options) the number of shares necessary to maintain its ownership percentage of our issued shares of common stock.
Previous report
Cash****provided by financing activities
Previous report
Cash provided by financing activities totaled $212 for the year ended December 31, 2022 and $0 for the year ended December 31, 2023.
Reworded paragraphs (15)
Previous wording
On January 13, 2022, our Liquidmetal Golf subsidiary entered into a sublicense agreement (“LMG Sublicense Agreement”) with Amorphous Technologies Japan, Inc. (“ATJ”), a newly formed Japanese entity that was established by Twins Corporation, a sporting goods company operating in Japan. Under the agreement, LMG granted to ATJ a nonexclusive worldwide sublicense to the Company’s amorphous alloy technology and related trademarks to manufacture and sell golf clubs and golf related products. The LMG Sublicense Agreement has a term of three years and provides for the payment of a running royalty to LMG of 3% of the net sales price of licensed products.
Current wording
On January 13, 2022, our Liquidmetal Golf subsidiary entered into a sublicense agreement (“LMG Sublicense Agreement”) with Amorphous Technologies Japan, Inc. (“ATJ”), a newly formed Japanese entity that was established by Twins Corporation, a sporting goods company operating in Japan. Under the agreement, LMG granted to ATJ a nonexclusive worldwide sublicense to the Company’s amorphous alloy technology and related trademarks to manufacture and sell golf clubs and golf related products. The LMG Sublicense Agreement had an original term of three years and has been extended for an additional three year term that provides for the payment of a running royalty to LMG of 3% of the net sales price of licensed products.
Previous wording
On March 10, 2016, we entered into a Securities Purchase Agreement (the “2016 Purchase Agreement”) with Liquidmetal Technology Limited, a Hong Kong company (the “Investor”), which is controlled by our Chairman, Professor Lugee Li (“Professor Li”). The 2016 Purchase Agreement provided for the purchase by the Investor of a total of 405,000,000 shares of our common stock for an aggregate purchase price of $63,400. The transaction occurred in multiple closings, with the Investor having purchased 105,000,000 shares at a purchase price of $8,400 (or $0.08 per share) at the initial closing on March 10, 2016, and the remaining 200,000,000 shares at $0.15 per share and 100,000,000 shares at $0.25 per share for an aggregate purchase price of $55,000 on October 26, 2016.
Current wording
On March 10, 2016, we entered into a Securities Purchase Agreement (the “2016 Purchase Agreement”) with Liquidmetal Technology Limited, a Hong Kong company (the “Investor”), which is controlled by our Chairman, Professor Lugee Li (“Professor Li”). The 2016 Purchase Agreement provided for the purchase by the Investor of a total of 405,000,000 shares of our common stock for an aggregate purchase price of $63,400. The transaction occurred in multiple closings, with the Investor having purchased 105,000,000 shares at a purchase price of $8,400 (or $0.08 per share) at the initial closing on March 10, 2016, and the remaining 200,000,000 shares at $0.15 per share and 100,000,000 shares at $0.25 per share for an aggregate purchase price of $55,000 on October 26, 2016. On October 10, 2024, the Investor sold 179,787,888 to various buyers leaving 225,212,112 shares of our common stock owned by the Investor as of December 31, 2024.
Previous wording
On January 31, 2020, the Company entered into a Business Development Agreement (the “Agreement”) with Eutectix LLC, a Delaware limited liability company (“Eutectix”), which provides for collaboration, joint development efforts, and the manufacturing of products based on the Company’s proprietary amorphous metal alloys. Under the Agreement, the Company has licensed to Eutectix specified equipment owned by the Company, including two injection molding machines, two diecasting machines, and other machines and equipment, all of which will be used to make product for Company customers and Eutectix customers. The licensed machines and equipment represent substantially all of the machinery and equipment then held by the Company. The Company has also licensed to Eutectix various patents and technical information related to the Company’s proprietary technology. Under the Agreement, Eutectix will pay the Company a royalty of six percent (6%) of the net sales price of licensed products sold by Eutectix, and Eutectix will also manufacture for the Company product ordered by the Company. The Agreement has a term of five years, subject to renewal provisions and the ability of either party to terminate earlier upon specified circumstances.
Current wording
On January 31, 2020, the Company entered into a Business Development Agreement (the “Agreement”) with Eutectix LLC, a Delaware limited liability company (“Eutectix”), which provided for collaboration, joint development efforts, and the manufacturing of products based on the Company’s proprietary amorphous metal alloys. Under the Agreement, the Company licensed to Eutectix specified equipment owned by the Company, including two injection molding machines, two diecasting machines, and other machines and equipment, all of which will be used to make product for Company customers and Eutectix customers. The Company also licensed to Eutectix various patents and technical information related to the Company’s proprietary technology. The Agreement expired in January 2025.
Previous wording
Revenue. Total revenue increased by $127 to $510 for the year ended December 31, 2023 from $383 for the year ended December 31, 2022. The increase was attributable to increase in product shipments primarily related to the launch of health monitoring rings utilizing our technology.
Current wording
Revenue. Total revenue increased by $350 to $860 for the year ended December 31, 2024 from $510 for the year ended December 31, 2023. The increase was attributable to an increase in product shipments primarily related to the launch of health monitoring rings and medical devices utilizing our technology.
Previous wording
Cost of sales. Cost of sales was $361, or 70.8% of total revenue, for the year ended December 31, 2023, as compared to $316, or 82.5% of total revenue, for the year ended December 31, 2022. The increase in our cost of sales was primarily driven by lower product revenues during fiscal 2022 compared to fiscal 2023. Once we are able to sustain and increase shipments of routine, commercial products and parts through our contract manufacturers, we expect our cost of sales percentages to decrease, stabilize, and be more predictable.
Current wording
Cost of sales. Cost of sales was $643, or 74.8% of total revenue, for the year ended December 31, 2024, as compared to $361, or 70.8% of total revenue, for the year ended December 31, 2023. Our cost of sales percentages have fluctuated and may continue to fluctuate based on production volumes and quoted production prices per unit and may not be representative of our future business. Once we are able to sustain and increase shipments of routine, commercial products and parts through our contract manufacturers, we expect our cost of sales percentages to decrease, stabilize, and be more predictable.
Previous wording
*Gross profit.*Our gross profit increased by $82 from $67 for the year ended December 31, 2022 to $149 for the year ended December 31, 2023. Our gross margin percentage increased from 17.5% for the year ended December 31, 2022 to 29.2% for the year ended December 31, 2023. Our gross profit percentages have fluctuated and may continue to fluctuate based on production volumes and quoted production prices per unit and may not be representative of our future business. If we are able to sustain and increase shipments of routine, commercial products and parts through future orders to third party contract manufacturers, we expect our gross profit percentages to stabilize, increase, and be more predictable.
Current wording
*Gross profit.*Our gross profit increased by $68 from $149 for the year ended December 31, 2023 to $217 for the year ended December 31, 2024. Our gross margin percentage decreased from 29.2% for the year ended December 31, 2023 to 25.2% for the year ended December 31, 2024. Our gross profit percentages have fluctuated and may continue to fluctuate based on production volumes and quoted production prices per unit and may not be representative of our future business. Once we are able to sustain and increase shipments of routine, commercial products and parts through future orders to third party contract manufacturers, we expect our gross profit percentages to stabilize, increase, and be more predictable.
Previous wording
*Selling,*marketing, general, and administrative expenses. Selling, marketing, general, and administrative expenses increased by $150 to $3,214, or 630.2% of revenue, for the year ended December 31, 2023 from $3,064, or 800.0% of revenue, for the year ended December 31, 2022. The increase in expenses was primarily attributable to increase in trade show and investment relations expenses in 2023 compared to 2022.
Current wording
Selling, marketing, general, and administrative expenses. Selling, marketing, general, and administrative expenses increased by $297 to $3,511, or 408.3% of revenue, for the year ended December 31, 2024 from $3,214, or 630.2% of revenue, for the year ended December 31, 2023. The increase in expenses was primarily attributable to increase in audit and tradeshow expenses in 2024 compared to 2023.
Previous wording
Research and development expenses. Research and development expenses decreased by $35 to $20, or 3.9% of revenue, for the year ended December 31, 2023, from $55, or 14.4% of revenue, for the year ended December 31, 2022. The decrease in expense was mainly due to reductions in employee compensation and associated development initiatives from headcount reductions. Going forward, we will continue to perform research and development of new Liquidmetal alloys and related processing capabilities, albeit on a reduced basis.
Current wording
Research and development expenses. Research and development expenses decreased by $1 to $19, or 2.2% of revenue, for the year ended December 31, 2024, from $20, or 3.9% of revenue, for the year ended December 31, 2023. The decrease in expense was mainly due to reductions in employee compensation and associated development initiatives from headcount reductions. Going forward, we will continue to perform research and development of new Liquidmetal alloys and related processing capabilities, albeit on a reduced basis.
Previous wording
*Operating**loss.*Operating loss increased by $33 from $3,052 for the year ended December 31, 2022 to $3,085 for the year ended December 31, 2023. Fluctuations in our operating loss are primarily attributable to variations in operating expenses, as discussed above.
Current wording
*Operating loss.*Operating loss increased by $228 from $3,085 for the year ended December 31, 2023 to $3,313 for the year ended December 31, 2024. Fluctuations in our operating loss are primarily attributable to variations in operating expenses, as discussed above.
Previous wording
*Interest and investment income.*Interest and investment income relates to interest earned from our cash deposits and investments in debt securities for the respective periods. Interest and investment income was $616 and $128 for the years ended December 31, 2023 and 2022, respectively. The increase during 2023 is primarily due to higher overall yields on debt securities as a result of an increase in overall interest rate increases by the government.
Current wording
*Interest income.*Interest income relates to interest earned from our cash deposits and investments in debt securities for the respective periods. Interest income was $870 and $286 for the years ended December 31, 2024 and 2023, respectively. The increase during 2024 is primarily due to higher overall yields on debt securities as a result of an increase in overall interest rate increases by the government in 2024 and 2023.
Previous wording
*Lease**income.*Lease income relates to straight-line rental income received under the Facility Lease. Such amounts were $421 and $530 for the years ended December 31, 2023 and 2022, respectively.
Current wording
*Lease income.*Lease income relates to straight-line rental income received under the Facility Lease. Such amounts were $355 and $378 for the years ended December 31, 2024 and 2023, respectively.
Previous wording
*Net loss.*Our annual net losses of $2,048 for the year ended December 31, 2023 and $2,394 for the year ended December 31, 2022 are primarily reflective of operating expenses associated with our on-going business as well as non-operational income, discussed above.
Current wording
*Net loss.*Our annual net losses of $1,511 for the year ended December 31, 2024 and $2,048 for the year ended December 31, 2023 are primarily reflective of operating expenses associated with our on-going business as well as non-operational income, discussed above.
Previous wording
Cash used in operating activities totaled $1,313 for the year ended December 31, 2023 and $1,776 for the year ended December 31, 2022. The cash was primarily used to fund operating expenses related to our business and product development efforts.
Current wording
Cash used in operating activities totaled $1,157 for the year ended December 31, 2024 and $1,313 for the year ended December 31, 2023. The cash was primarily used to fund operating expenses related to our business and product development efforts.
Previous wording
Cash provided by investing activities totaled $7,881 for the year ended December 31, 2023 and cash used in investing activities totaled $258 for the year ended December 31, 2022. Cash used in investing activities primarily consist of purchases and sales of debt securities in line with our investment strategy.
Current wording
Cash used in investing activities totaled $1,674 for the year ended December 31, 2024 and cash provided by investing activities totaled $7,881 for the year ended December 31, 2023. Cash used in investing activities primarily consists of purchases and sales of debt securities in line with our investment strategy.
Previous wording
However, as of December 31, 2023, the Company had $8,842 in cash and restricted cash, as well as $14,390 in investments in debt securities. The Company views this total of $23,232 as readily available sources of liquidity in the event needed to advance the Company’s existing strategy, and/or pursue an alternative strategy. As such, the Company anticipates that its current capital resources, when considering expected losses from operations, will be sufficient to fund the Company’s operations for the foreseeable future.
Current wording
However, as of December 31, 2024, the Company had $6,011 in cash and restricted cash, as well as $16,330 in investments in debt securities. The Company views this total of $22,341 as readily available sources of liquidity in the event needed to advance the Company’s existing strategy, and/or pursue an alternative strategy. As such, the Company anticipates that its current capital resources, when considering expected losses from operations, will be sufficient to fund the Company’s operations for the foreseeable future.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
*Investment income.*Investment income relates to realized gains earned from our investments in debt securities for the respective periods. Investment income was $266 and $330 for the years ended December 31, 2024 and 2023, respectively. The decrease during 2024 is primarily due to higher overall yields on debt securities as a result of an increase in overall interest rate increases by the government and holding onto debt securities until maturity.