PIXTECH INC /DE/
10-Q, 1996-05-15
COMPUTER TERMINALS
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<PAGE>
 
                                   FORM 10-Q
                                   ---------

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

          (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended March 31, 1996
                                                --------------

                                       OR

          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

               For the transition period from ______  to _______
               Commission file number  0-26380
               ----------------------------------------------------



                                 PIXTECH, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       Delaware                                      04-3214691
- --------------------------------------------------------------------------------
(State or other jurisdiction of                (IRS Employer Identification
incorporation or organization)                 No.)


Avenue Victoire, 13790 Rousset, France
- --------------------------------------------------------------------------------
(Address of principal executive offices)             (Zip Code)


                               011-33-42-29-10-00
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes        No   X
                                        ----      ----

The number of shares outstanding of each of the issuer's classes of common stock
as of

           Class                         Outstanding at March 31, 1996
           -----                         -----------------------------

      Common Stock, $.01 par value                     8,136,146
<PAGE>
 
                                 PIXTECH, INC.
                                 -------------

                               TABLE OF CONTENTS
                               -----------------
<TABLE> 
<CAPTION> 
                                                                     PAGE NO.
PART I   FINANCIAL INFORMATION
<S>      <C>      <C>                                                <C> 

         ITEM 1   Financial Statements
 
                  Balance Sheets as of March 31, 1996
                  and December 31, 1995................................  3
 
                  Statements of Operations for the Three Months
                  Ended March 31, 1996 and 1995,
                  and the period from June 18, 1992 Ended
                  March 31, 1996.......................................  4 
 
                  Statements of Cash Flows for the Three Months
                  ended March 31, 1996 and 1995, and the period
                  from June 18, 1992 Ended March 31, 1996..............  5
 
                  Statement of Stockholders' Equity....................  6
 
                  Notes to Financial Statements........................  8
 
         ITEM 2   Management's Discussion and Analysis
                  of Financial Condition and Results of
                  Operations...........................................  9
 
PART II  OTHER INFORMATION
 
         ITEM 1   Legal Proceedings.................................... 12
 
         ITEM 2   Changes in Securities................................ 12
 
         ITEM 3   Defaults upon Senior Securities...................... 12
 
         ITEM 4   Submission of matters to a vote of
                  security holders..................................... 12
 
         ITEM 5   Other Information.................................... 12
 
         ITEM 6   Exhibits and Reports on Form 8-K..................... 12
 
Signatures............................................................. 13
</TABLE>

                                      -2-
<PAGE>
 
                                 PixTech, Inc.
                         (a development stage company)

                      CONDENSED CONSOLIDATED BALANCE SHEET
                   (in thousands, except per share amounts)
<TABLE> 
<CAPTION> 

                                              March 31,      December 31,
                                                1996             1995
                                         -----------------  ---------------
                                            (unaudited)
<S>                                      <C>                <C> 
ASSETS

Current Assets:
  Cash and cash equivalents...............     $ 16,745         $17,563
  Accounts receivable:
    Trade.................................        3,583           5,420
    Other.................................           91             187
  Inventory...............................          449             411
  Other...................................        2,361           3,229
                                            -----------     -----------      

    Total current assets..................       23,229          26,810

Property, plant and equipment, net........       12,026          12,608
Goodwill, net.............................          352              --
Deferred tax assets.......................        5,379           5,469
Other assets - long term..................          419             492
                                            -----------     -----------

       Total assets.......................     $ 41,405        $ 45,379
                                            ===========     ===========
 

LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current liabilities:
  Current portion of long term debt.......       $  623          $  623
  Current portion of capital lease
   obligations............................          901             907
  Current portion of long term 
   liabilities............................        1,650           1,650
  Accounts payable........................        4,818           6,140
  Accrued expenses........................        1,379           1,290
  Other...................................           60             281
                                            -----------     -----------
                                                                        
      Total current liabilities...........        9,431          10,891

  Deferred revenue - long term............        2,460           3,093
  Long term debt, less current portion....        3,143           3,268
  Capital lease obligation, less current 
   portion................................        1,570           1,825
  Other long term liabilities, less
   current portion........................        1,771           1,772
                                            -----------     -----------
 
      Total liabilities...................       18,375          20,849
                                            ===========     ===========

Stockholders' equity
   Convertible preperred stock............           --              --   
   Common stock...........................           81              81
   Other stockholders' equity.............       34,150          34,359
   Deficit accumulated during development
    stage.................................      (11,201)         (9,910)

       Total stockholders' equity.........       23,030          24,530
                                            -----------     ----------- 

       Total liabilities and stockholders'
        equity............................     $ 41,405        $ 45,379
                                            ===========     ===========
</TABLE> 


                            See accompanying notes.
<PAGE>
 
                                 PixTech, Inc.
                         (a development stage company)

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)
                                  (unaudited)
 
<TABLE> 
<CAPTION> 

                                                                  Period from  
                                                                    June 18,   
                                                                      1992      
                                                                    (date of   
                                         Three Months Ended        Inception)  
                                              March 31,              through   
                                                                    March 31,  
                                      -------------------------   -----------  
                                                                               
                                          1996         1995           1996     
                                      -----------   -----------   -----------  
<S>                                   <C>           <C>           <C> 
         
Revenues:                                                                      
  Cooperation & license revenues....     $  1,890         $  --      $ 19,728  
  Product sales.....................          183           102         1,028  
  Other revenues....................          934           204         2,317  
                                      -----------   -----------   -----------  
                                            3,007           306        23,073  
                                      -----------   -----------   -----------  
Cost of revenues                                                               
  License fees and royalties........           --            --        (1,314) 
                                      -----------   -----------   -----------  
Gross margin........................        3,007           306        21,759  
                                      -----------   -----------   -----------  
                                                                               
Operating expenses:                                                            
  Research and development:                                                    
    Acquisition of intellectual
     property rights................           --            --        (4,765) 
    Other...........................       (3,501)       (2,928)      (25,395) 
                                      -----------   -----------   -----------  
                                           (3,501)       (2,928)      (30,160) 
  Sales and marketing...............         (232)         (243)       (2,821) 
  General and administrative........         (688)         (448)       (5,867) 
                                      -----------   -----------   -----------  
Total operating expenses............       (4,421)       (3,619)      (38,848) 
                                      -----------   -----------   -----------  
                                                                               
Loss from operations................       (1,414)       (3,313)      (17,089) 
                                                                               
Other income /(expense)                                                       
  Interest income/(expense).........           97          (203)          370  
  Foreign exchange gains............           26           675           370  
                                      -----------   -----------   -----------  
                                              123           472           740  
                                                                               
Loss before income tax benefit......       (1,291)       (2,841)      (16,349) 
                                                                               
Income tax benefit..................           --           200         5,148  
                                      -----------   -----------   -----------  
                                                                               
Net loss............................      $(1,291)      $(2,641)     $(11,201)  
                                      ===========   ===========   ===========   

Net loss per share:                         $(.16)        $(.42)
                                         ========      ========

Shares used in computing net loss   
 per share..........................        8,122         6,126
                                      ===========   ===========
</TABLE>

                            See accompanying notes.
<PAGE>
 
                                 PixTech, Inc.
                         (a development stage company)

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                    (in thousands, except per share amounts)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                           Period from
                                                            June 18,
                                                              1992  
                                                            (date of
                                                            inception)
                                 Three Months Ended          through 
                                      March 31,             March 31,
                                               
                               -------------------------   -----------  
                                
                                  1996          1995          1996
                               -----------   -----------   -----------
<S>                            <C>           <C>           <C> 
Net loss.......................  $ (1,291)     $ (2,641)    $ (11,201)
 
Total adjustments to net              
 loss..........................     1,671           366         3,438
                                 ---------     ---------     ---------
                                                 
Net cash (used in) provided          
 by operating activities.......       380        (2,275)       (7,763)
                                 ---------     ---------     ---------
 
Investing activities
Additions to property plant                                            
 and equipment.................      (583)         (911)      (11,012)
Additions to intangible   
 assets........................      (130)           --          (130)
                                 ---------     ---------     ---------
 
Net cash used in investing         
 activities....................      (713)         (911)      (11,142)
 
Financing activities
Stock issued...................         7             3        33,927
Sale of treasury stock.........        --            11            --
Proceeds from long-term
 borrowings....................        --            --         6,190
Proceeds from sale                                        
 leaseback transactions........        --         2,731         2,731
Payments for equipment
 purchases financed by                                   
 accounts payable..............        --        (2,364)       (2,709)
Repayment of long term                                       
 borrowing and capital     
 lease obligations.............      (256)         (437)       (3,185)
                                 ---------     ---------     ---------
 
Net cash provided by/(used in)
 financing activities..........      (249)          (56)       36,954
                                 ---------     ---------     ---------
Effect of exchange rates           
 on cash.......................      (236)         (852)       (1,304)
                                 ---------     ---------     ---------
Net (decrease)/increase in
 cash and cash equivalents.....      (818)       (4,094)       16,754
Cash and cash equivalents
 beginning of period...........    17,563         4,736            --
                                 ---------     ---------     ---------
Cash and cash equivalents
 end of period.................  $ 16,745         $ 642      $ 16,745 
                                ==========    ==========    ==========
</TABLE> 


                            See accompanying notes.
<PAGE>

                                 PixTech, Inc.
                         (a development stage company)
           Condensed Consolidated Statement of Stockholders' Equity
                     (in thousands, except share amounts)

<TABLE> 
<CAPTION> 
                                                                        Convertible Preferred stock
                                               -----------------------------------------------------------------------------------
                                                       Series A            Series B              Series C           Series D   


                                                                          Shares              Shares              Shares
                                               Shares issued    Amount    issued    Amount    issued    Amount    issued   Amount
                                               ------------- --------- --------- --------- --------- --------- --------- --------- 
<S>                                            <C>           <C>       <C>       <C>        <C>      <C>        <C>      <C> 
Balance at June 18, 1992
   Issuance of Series A convertible preferred
   stock, net of issuance costs - $9 in
   June.......................................       211,681      $130
   Issuance of Series B convertible preferred
   stock in June..............................                            57,522      $ 38
   Issuance of Common stock in June...........
   Issuance of Series A convertible preferred
   stock in August............................        29,451        32
   Issuance of Series A convertible preferred
   stock in September.........................       292,455       544
   Issuance of Series B convertible preferred
   stock in September.........................                            65,483       121
   Translation adjustment.....................
   Net Loss from June 18, 1992 (time of 
   inception) through December 31, 1992......  ------------- --------- --------- ---------
                                                     534,587       706   123,005       159
Balance at December 31, 1992
   Issuance of Series A convertible preferred
   stock in January...........................       145,600       181
   Issuance of Common Stock in January
   Issuance of Series A convertible preferred
   stock in March.............................       876,816     1,481
   Issuance of Series B convertible preferred
   stock in March.............................                           240,442       430
   Issuance of Series C convertible preferred                      
   stock, net of issuance costs - $71 in                           
   December...................................                                             1,999,011   $5,686      
   Issuance of Series D convertible preferred                      
   stock, net of issuance costs - $15 in                           
   December...................................                                                                  430,206    $1,224
   Translation adjustment                                          
   Net income - Year ended December 31, 1993.. 
                                               ------------- --------- --------- --------- --------- -------- --------- --------- 
Balance at December 31, 1983                       1,557,003     2,368   969,447       589 1,999,011    5,686   430,206     1,224
   Issuance of Common stock under stock option
   plan in April..............................
   Purchase of 28,761 shares of Common stock-
   Treasury stock in April....................
   Issuance of Series C convertible preferred
   stock, net of issuance cost $37 in April...                                               472,918    1,324     
   Issuance of Series C convertible preferred
   shares, net of issuance costs - $45 in
   June......................................                                                572,917    1,605
   Translation adjustment....................
   Net loss - Year ended December 31, 1994... 
                                              ------------- --------- --------- --------- --------- --------- --------- --------- 
Balance at December 31, 1994                      1,557,003     2,368   363,447       589 3,044,846     8,615   430,208     1,224
   Reissuance of 28,761 shares of Common
   stock held in treasury in January
   (unaudited)
   Issuance of Common stock under stock
   option plan (unaudited)
   Common stock issued in initital public
   offering, net of issuance costs - $1,090
   (unauditing)
                                              ------------- --------- --------- --------- --------- --------- --------- --------- 
   Conversion of preferred stock.............   (1,557,003)   (2,368) (363,447)     (589)(3,044,846) (8,615) (430,208)   (1,224)
   Translation adjustment (unaudited)

   Net loss - Twelve months ended 
   December 31, 1995 (unaudited)............. 
                                              ------------- --------- --------- --------- --------- --------- --------- --------- 
Balance at Decenber 31, 1995
   Issuance of Common stock under stock option
   plan (unaudited)..........................
   Issuance of warrants in cnnection with 
   acquisition of the assets of PanoCorp
   (unaudited)...............................
   Transaction adjustment (unaudited)
   Net loss - Three months ended March 
   31, 1996 (unaudited)......................
                                              ------------- --------- --------- --------- --------- --------- --------- --------- 
Balance at March 31, 1996
                                              ============= ========= ========= ========= ========= ========= ========= ==========
</TABLE> 
<PAGE>
 
                                 PixTech, Inc.
                         (a development stage company)
           Condensed Consolidated Statement of Stockholders' Equity
                     (in thousands, except share amounts)
<TABLE>
<CAPTION>
                                                      Common Stock
                                                 ------------------------
                                                                                                     Deficit
                                                                                                   accumulated
                                                                          Additional  Cumulative     during
                                                                            Paid-in   translation  Development  Treasury
                                                 Shares issued   Amount     Capital   adjustment      stage       stock   TOTAL
                                                 -------------  -------   ----------  -----------  -----------  -------- -------
<S>                                              <C>            <C>       <C>         <C>          <C>          <C>        <C>
Balance at June 18, 1992
  Issuance of Series A convertible preferred
  stock, net of issuance costs--$9 in
  June..........................................                                                                             130
  Issuance of Series B convertible preferred
  stock in June.................................                                                                              38
  Issuance of Common stock in June..............       115,045      $ 1         $ 75                                          76
  Issuance of Series A convertible preferred
  stock in August...............................                                                                              32
  Issuance of Series A convertible preferred
  stock in September............................                                                                             544
  Issuance of Series B convertible preferred
  stock in September............................                                                                             121
  Translation adjustment........................                                              $ 1                              1
  Net Loss from June 18, 1992 (date of
  inception) through December 31,
  1992..........................................                                                          (506)             (506)
                                                 -------------  -------   ----------  -----------  -----------  -------- -------
Balance at December 31, 1992....................       115,045        1           75            1         (506)              436
  Issuance of Series A convertible preferred
  stock in January..............................                                                                             181
  Issuance of Common stock in
  January.......................................        17,256        0           21                                          21
  Issuance of Series A convertible preferred
  stock in March................................                                                                           1,481
  Issuance of Series B convertible preferred
  stock in March................................                                                                             430
  Issuance of Series C convertible preferred
  stock, net of issuance costs--$71 in
  December......................................                                                                           5,686
  Issuance of Series D convertible preferred
  stock, net of issuance costs--$15 in
  December......................................                                                                           1,224
  Translation adjustment........................                                              (50)                           (50)
  Net income--Year ended December 31,
  1993..........................................                                                          (120)             (120)
                                                 -------------  -------   ----------  -----------  -----------  -------- -------
Balance at December 31, 1993....................       132,301        1           96          (49)        (626)            9,289
  Issuance of Common stock under stock option
  plan in April.................................        77,356        1           28                                          29
  Purchase of 28,761 shares of Common stock--
  Treasury stock in
  April.........................................                                                                     (11)    (11)
  Issuance of Series C convertible preferred
  stock, net of issuance costs $37 in
  April.........................................                                                                           1,324
  Issuance of Series C convertible preferred
  shares, net of issuance costs--$45 in
  June..........................................                                                                           1,605
  Translation adjustment........................                                              230                            230
  Net loss--Year ended December 31,
  1994..........................................                                                        (2,979)           (2,979)
                                                 -------------  -------   ----------  -----------  -----------  -------- -------
Balance at December 31, 1994....................       209,657        2          123          181       (3,605)      (11)  9,487
  Reissuance of 28,761 shares of Common
  stock held in treasury in January
  (unaudited)...................................                                   3                                  11      14
  Issuance of Common stock under stock option
  plan (unaudited)..............................         6,902        0            3                                           3
  Common stock issued in initial public offering
  net of issuance costs--$1,090 (unaudited).....     2,500,000       25       20,973                                      20,998
  Conversion of preferred stock.................     5,395,504       54       12,742
  Translation adjustment (unaudited)............                                              334                            334

  Net loss--Twelve months ended December
  31, 1995 (unaudited)..........................                                                        (6,305)           (6,305)
                                                 -------------  -------   ----------  -----------  -----------  -------- -------
Balance at December 31st, 1995..................     8,112,063      $81      $33,844         $515      $(9,910)          $24,530
  Issuance of Common stock under stock option
  plan (unaudited)..............................        24,083        0            9                                           9
  Issuance of warrants in connection with
  acquisition of the assets of PanoCorp
  (unaudited)...................................                                 230                                         230
  Translation adjustment (unaudited)............                                             (448)                          (448)
  Net loss--Three months ended March 31,
  1996 (unaudited)..............................                                                        (1,291)           (1,291)
                                                 -------------  -------   ----------  -----------  -----------  -------- -------
Balance at March 31st, 1996.....................     8,136,146      $82      $34,083          $67     $(11,201)          $23,030
                                                 =============  =======   ==========  ===========  ===========  ======== =======
</TABLE>
<PAGE>
 
                                 PixTech, Inc.
                         (a development stage company)

              Notes to Condensed Consolidated Financial Statements
                (all amounts in thousands except share amounts)
                                  (unaudited)



Note A -- Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results of the three-month period ending March 31, 1996
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1996. For further information, refer to the consolidated
financial statements and footnotes thereto for the year ending December 31, 1995
(the "1995 Financial Statement"), included in the Company's Annual Report on 
10-K Form for the year ended December 31, 1995.


Note B -- Inventories

Inventory consists of raw material and spare parts.


Note C -- Purchase of PanoCorp assets

On February 20, 1996, the Company acquired substantially all the assets of
PanoCorp, Inc., a research and development company located in Fremont,
California, in a transaction accounted for as a purchase. The assets of
PanoCorp, Inc., including principally fixed assets valued at $120, were
purchased for $250 in cash plus 150,000 warrants to purchase shares of the
Company's common stock at an exercise price of $11.67.

The fair value of the 150,000 warrants was computed using the price of stock,
the exercise price of warrant, the expected dividend yield of stock, the
expected volatility of stock, the expected life of the warrant and the risk-free
interest rate using the Black-Scholes model. Pursuant to the APB Statement 16,
the value of such warrants was estimated at $230 and the global transaction
generated a goodwill of $360. This goodwill will be depreciated over 5 years.

The purchase agreement also calls for the issuance of additional warrants to the
shareholders of PanoCorp, Inc., contingent upon the achievement by the Company
of specified technical milestones over the next 3 years.
<PAGE>
 
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Results of operations

Cooperation and License revenues. The Company recognized cooperation and license
revenues under the FED Alliance agreements of $1.9 million in the three-month
period ending March 31, 1996, while no such revenue was recognized in the three-
month period ending March 31, 1995. These revenues represent the achievement by
the Company of contractual technical milestones with FED Alliance members.

On March 21, 1996, the Company was informed by Texas Instruments of its
intention to suspend its development of FEDs for laptop computers. While this
may result in a loss of anticipated long term royalty revenues, the Company
believes such suspension will not have a material effect on the Company's
current financial position.

The Company's expectation regarding the future impact of the announcement by
Texas Instruments is a forward-looking statement. The impact of such
announcement on the Company depends in part upon the response of the financial
markets to such announcement and the effects of such announcement on the
Company's negotiations with potential new members of the FED Alliance.


Product sales. The Company recognised product sales of $183 in the three-month
period ending March 31, 1996 and $102 in the three-month period ending 
March 31, 1995. In 1996, product sales represented the shipment of different
types of cathodes to members of the FED Alliance, with a goal of supporting such
FED Alliance members' own development programs. In addition, the Company shipped
limited quantities of displays during the first quarter of 1996.


Other revenues. Other revenues amounted to $934 in the three-month period ending
March 31, 1996 as compared of $204 during the three-month period ending 
March 31, 1995. Of these revenues, $800 are related to a grant from the French
Ministry of Industry to support manufacturing of Field Emission Displays. In
January 1996 all conditions relating to this amount were met by the Company.


Research and Development Expenses - The Company expensed $3.5 million for other
research and development costs during the three-month period ending 
March 31 1996, an increase of 21% over R&D expenses incurred in the three-month
period ending March 31, 1995, which amounted to $2.9 million. These expenses
included contract consulting fees, salaries and associated operating expenses
for in-house research and development activities and the cost of staffing and
operating the Company's pilot manufacturing facility. The increase reflects the
continued development of the Company's FED technology and manufacturing
processes.


General and Administrative Expenses. General and Administrative expenses
increased by 54% from $448 in three-month period ending March 31, 1995 to $688
in the three-month period ending March 31, 1996, reflecting the increase in the
number of full time employees.


Currency Fluctuation, Net. Foreign exchange gain amounted to $26 during the
three-month period ending March 31, 1996, as compared of $675 for the three-
month period ending March 31, 1995. The significant amount recorded in the first
quarter of 1995 was due to the unusual fluctuation of French franc parity versus
US dollar. The Company follows conservative cash management policies, especially
concerning foreign exchange exposure.
<PAGE>
 
Income tax. Income tax benefits represent tax credits for research and
development activities conducted in France and the benefits of net operating
loss carryforwards, net of valuation allowance. Research and development tax
credits will be paid in cash to the Company if the Company is not able to credit
them against future income tax liabilities within three fiscal years. The
Company did not recognize any income tax benefit during the three-month period
ending March 31, 1996 as compared to $200 for the three-month ending 
March 31 1995. The Company does not expect to record additional tax credits for
research and development activities in the future as the benefit is based on
increases in eligible research and development expenses in a given year over the
two previous fiscal years.


Outlook: Issues and risks

The Company is focused on the continued development of the FED technology, the
strengthening and expansion of the FED Alliance, the improvement of
manufacturing yields, and the reliability testing of new products which should
lead to the shipment of commercial products in the near future. In evaluating
this outlook, the following risks and issues, among others, which are common
with development stage companies, should be considered.

Revenues from FED Alliance members. The Company primarily recognizes its
revenues when it has achieved certain technical milestones which are
contractually defined with FED Alliance members. Failure to achieve a specific
technical milestone in a given quarter could result in significant unexpected
fluctuations in revenues.

In addition, future FED Alliance milestone revenues are subject to expansion of
the Alliance as the Company has now achieved most of the technical milestones
which were originally defined with Raytheon Company, Motorola Inc. and Futaba
Corporation. There can be no assurance that the Company will be successful in
entering into any new FED Alliance agreements with other companies that have
proprietary display-related technology and failure to expand the FED Alliance
could adversely affect the Company.

Products and manufacturing processes under development. The Company's products
and its manufacturing are in the development stage and delays in the development
of its products and processes could occur.

Cost of products. The Company currently produces only limited quantities of FED
prototypes at its pilot manufacturing production line in Montpellier. Until the
Company has shipped products in quantities, it may not be meaningful to
determine a cost of product sold. Product cost will depend on the level of
yields achieved.

Foreign exchange. A large percentage of the Company's net assets and of the
Company's costs is expressed in French Francs. Fluctuations of the parity of the
US dollar versus French Franc may cause significant foreign exchange gains or
losses.


Financial Condition

Cash generated by operations was $380 for the three-month period ended 
March 31 1996, as compared to cash used in operations of $2.3 million for the
three-month period ended March 31, 1995. This difference essentially results
from significant collections of 1995 receivables from FED Alliance members,
partly offset by decreases in accounts payable. In addition, the loss for the
three-month period ended March 31, 1996, which amounted to $1.3 million included
non-cash depreciation in the amount of $690 for the same period.

The Company has used $7.8 million in cash funding its operations from inception
through March 31, 1996 and has incurred $11.1 million in capital expenditures.
To date, the Company has funded its operations and capital expenditures
primarily from the proceeds of equity financing aggregating $33.9 million and
from proceeds aggregating $8.9 million from borrowings and sale-leaseback
transactions.
<PAGE>
 
Capital expenditures were $713 during the three-month period ended 
March 31 1996 as compared to $911 during the same period of 1995. In 1996,
capital expenditures included the purchase of production equipment for the
Company's pilot production line. In addition, the Company acquired on 
February 20, 1996, the assets of PanoCorp Inc., as described in Note C of the
condensed consolidated financial statements. The cash flows relating to this
acquisition amounted to $130 for intangible assets and $120 for equipment.

The three-month period ended March 31, 1996 generated negative cash flows of
$816 as compared to $4.1 million for the three-month period ended 
March 31 1995. Cash flows provided by operating activity were insufficient to
cover cash requirements of investing activities.

Cash available at the end of March 1996 amounted to $16.7 million as compared to
$642 at the end of March 1996. This increase is primarily due to the sale of
common stock in July 1995 in connection with the Company's initial public
offering, which generated net proceeds of $21.0 million. The Company expects
that cash available at March 31, 1996 will be sufficient to meet its cash
requirements for at least 12 months.

The Company's expectations regarding the sufficiency of its sources of cash over
a future period is a forward-looking statement. The rate of expenditures by the
Company will be affected by numerous matters including the rate of development
of the Company's products and manufacturing capabilities as well as market
demand for such products.

In the future, the Company will require substantial funds to conduct research,
development and testing, to develop and expand commercial-scale manufacturing
systems and to market any resulting products. Changes in technology or a growth
of sales beyond currently anticipated levels will also require further
investments. There can be no assurance that funds for these purposes, whether
from equity or debt financing, or other sources, will be available when needed
or on terms acceptable to the Company.
<PAGE>
 
                                 PIXTECH, INC.

                                 March 31, 1996



PART II.    Other Information

            ITEM 1    Legal Proceedings:

                      Not applicable.

            ITEM 2    Changes in Securities:

                      Not applicable.

            ITEM 3    Defaults upon Senior Securities:

                      Not applicable.

            ITEM 4    Submission of matters to a vote of security holders:

                      None.

            ITEM 5    Other information:

                      None.

            ITEM 6    Exhibits and reports on Form 8-K:

                      (a)    Exhibits -  None

                      (b)    Reports on Form 8-K - None

                                    
<PAGE>
 
                                 PIXTECH, INC.

                                 March 31, 1996

                                  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 thereunto duly authorized.


                             PIXTECH, INC.


DATE:  May 15, 1996      BY: /s/ Yves Morel
                             ---------------------------
                             Yves Morel
                             Duly Authorized Officer and
                             Director of Finance and
                             Administration
 

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 10-Q AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                          16,745
<SECURITIES>                                         0
<RECEIVABLES>                                    3,674
<ALLOWANCES>                                         0
<INVENTORY>                                        449
<CURRENT-ASSETS>                                23,229
<PP&E>                                          12,026
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  41,405
<CURRENT-LIABILITIES>                            9,431
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            81
<OTHER-SE>                                      34,150
<TOTAL-LIABILITY-AND-EQUITY>                    41,405
<SALES>                                            183
<TOTAL-REVENUES>                                 3,007
<CGS>                                                0
<TOTAL-COSTS>                                    4,421
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                (97)
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (1,291)
<EPS-PRIMARY>                                   (0.16)
<EPS-DILUTED>                                        0
        

</TABLE>


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