SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q/A
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the quarterly period ended September 25, 2004 |
OR
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the transition period from to |
Commission file number 0-26946
INTEVAC, INC.
California
(State or other jurisdiction of incorporation or organization) |
94-3125814
(IRS Employer Identification No.) |
3560 Bassett Street
Santa Clara, California 95054
(Address of principal executive office, including Zip Code)
Registrants telephone number, including area code: (408) 986-9888
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 þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
APPLICABLE ONLY TO CORPORATE ISSUERS:
On November 1, 2004, 20,130,418 shares of the Registrants Common Stock, no par value, were outstanding.
INTEVAC, INC.
INDEX
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EXHIBIT 31.1 | ||||||||
EXHIBIT 31.2 | ||||||||
EXHIBIT 32.1 |
EXPLANATORY NOTE
This Amendment No. 1 to Intevac, Incs (the Company) Quarterly Report on Form 10-Q for the quarter ended September 25, 2004 is being filed to reflect the restatement of the Companys condensed consolidated financial statements for that period. The restatement relates to revenue on various technology development contracts that was not recognized per contract terms or per accounting principles generally accepted in the United States of America. Also included in this restatement are two timing inaccuracies in reported cost of sales and a revision to the amount of other comprehensive income reported. See Note 2 to the Companys unaudited condensed consolidated financial statements for additional discussion. This Form 10-Q/A does not reflect events occurring after the filing of the original Form 10-Q, or modify or update the disclosures therein in any way other than as required to reflect the amendment set forth in Note 2.
1
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
INTEVAC, INC.
See accompanying notes.
2
INTEVAC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
See accompanying notes.
3
INTEVAC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
See accompanying notes.
4
INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Business Activities and Basis of Presentation
We are the worlds leading provider of thin-film disk sputtering equipment for the thin-film
disk industry and a provider and developer of leading technology for extreme low light imaging
sensors, cameras and systems. We operate two businesses: Equipment and Imaging.
Our Equipment business designs, manufactures, markets and services complex capital equipment
used in the sputtering, or deposition, of highly engineered thin-films of material onto disks which
are used in hard disk drives. Hard disk drives are the primary storage medium for digital data and
function by magnetically storing data on thin-film disks. These thin-film disks are created in a
sophisticated manufacturing process involving many steps, including plating, annealing, polishing,
texturing, sputtering and lubrication.
Our Imaging business develops and manufactures electro-optical sensors, cameras, and systems
that permit highly sensitive detection of photons in the visible and near infrared portions of the
spectrum, allowing imaging in extreme low-light situations. These efforts are aimed at creating new
products for both military and commercial applications.
The financial information at September 25, 2004 and for the three- and nine-month periods
ended September 25, 2004 and September 27, 2003 is unaudited, but includes all adjustments
(consisting only of normal recurring accruals) that we consider necessary for a fair presentation
of the financial information set forth herein, in accordance with accounting principles generally
accepted in the United States of America (U.S. GAAP) for interim financial information, the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, it does not include all
of the information and footnotes required by U.S. GAAP for annual financial statements. The
condensed balance sheet at December 31, 2003 has been derived from our audited financial statements
at that date. For further information, refer to the Consolidated Financial Statements and footnotes
thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2003.
The preparation of financial statements in conformity with U.S. GAAP requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and
reported amounts of revenue and expenses during the reporting period. Actual results inevitably
will differ from those estimates, and such differences may be material to the financial statements.
Our critical accounting policies are summarized in Item 2 of this Form 10-Q.
The results for the three- and nine-month periods ended September 25, 2004 are not considered
indicative of the results to be expected for any future period or for the entire year.
2. Restatement of Financial Statements
In connection with our preparation of the consolidated financial statements for the fiscal
year ended December 31, 2004, we determined that the previously issued financial statements
contained in the Quarterly Reports on Form 10-Q for the quarters ended March 27, 2004, June 26,
2004 and September 25, 2004 should be restated to correct errors in those financial statements. The
decision to restate these financial statements was made based on the following information:
5
INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following is a summary of the effect of these changes on our condensed consolidated
balance sheet as of September 25, 2004 and our condensed consolidated statement of operations for
the three- and six-month periods ended September 25, 2004 (in thousands, except per share data):
3. Concentrations
Historically, a significant portion of our revenues in any particular period has been
attributable to sales to a limited number of customers. Our largest customers tend to change from
period to period.
6
INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We evaluate the collectibility of trade receivables on an ongoing basis and provide reserves
against potential losses when appropriate.
4. Inventories
Inventories are priced using standard costs, which approximate first-in, first-out. The
components of inventory consist of the following:
Finished goods inventory consists primarily of completed systems at customer sites that are
undergoing installation and acceptance testing.
Inventory reserves included in the above numbers were $10.7 million and $10.2 million at
September 25, 2004 and December 31, 2003, respectively. Each quarter, we analyze our inventory (raw
materials, work-in-progress and finished goods) against the forecast demand for the next 12 months.
Raw materials with no forecast requirements in that period are considered excess and inventory
provisions are established to write those items down to zero net book value. Work-in-progress and
finished goods inventories with no forecast requirements in that period are typically written down
to the lower of cost or market. During this process, some inventory is identified as having no
future use or value to us and is disposed of against the reserves. During the nine months ended
September 25, 2004, $1.1 million was added to inventory reserves based on the quarterly analysis
and $449,000 of inventory was disposed of and charged to the reserve. A system in inventory with a
value of $706,000, net of a $250,000 reserve, was transferred to fixed assets and capitalized.
During the nine months ended September 27, 2003, $942,000 was added to inventory reserves based on
the quarterly analysis and $74,000 of inventory was disposed of and charged to the reserve.
5. Employee Stock Plans
At September 25, 2004, we had two stock-based employee compensation plans. We account for
those plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for
Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost
is reflected in net income, as all options granted under those plans had an exercise price equal to
the market value of the underlying common stock on the date of grant. We do not plan to adopt the
fair value requirements of SFAS 123 for reporting purposes, unless it is mandated by GAAP.
The following table illustrates the effects on net income and earnings per share if Intevac
had applied the fair value-recognition provisions of FASB Statement No. 123, Accounting for
Stock-Based Compensation, to stock-based employee compensation.
7
INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
6. Warranty
Our typical warranty is 12 months from customer acceptance. In some cases we market extended
warranty periods beyond 12 months to our customers. The warranty period on used systems is
generally shorter than 12 months. During this warranty period any necessary non-consumable parts
are supplied and installed. The warranty period on consumable parts is limited to their reasonable
usable life. A provision for the estimated warranty cost is recorded at the time revenue is
recognized.
On the condensed consolidated balance sheet, the short-term portion of the warranty provision
is included in Other Accrued Liabilities, while the long-term portion is included in Other
Long-Term Liabilities.
The following table displays the activity in the warranty provision account, for the three-
and nine-month periods ending September 25, 2004 and September 27, 2003:
The following table displays the balance sheet classification of the warranty provision
account at September 25, 2004 and at December 31, 2003:
8
INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. Guarantees
We have entered into agreements with customers and suppliers that include limited intellectual
property indemnification obligations that are customary in the industry. These guarantees generally
require us to compensate the other party for certain damages and costs incurred as a result of
third party intellectual property claims arising from these transactions. The nature of the
intellectual property indemnification obligations prevents us from making a reasonable estimate of
the maximum potential amount we could be required to pay our customers and suppliers. Historically,
we have not made any significant indemnification payments under such agreements and no amount has
been accrued in the accompanying consolidated financial statements with respect to these
indemnification obligations.
8. Cash, Cash Equivalents and Investments in Debt Securities
Our investment portfolio consists of cash, cash equivalents and investments in debt
securities. We consider all highly liquid investments with a maturity of three months or less when
purchased to be cash equivalents. Investments in debt securities consist principally of highly
rated debt instruments with maturities generally between one and 25 months.
In accordance with Statement of Accounting Standards No. 115 Accounting for Certain
Investments in Debt and Equity Securities, and based on our intentions regarding these
instruments, we have classified our investments in debt securities as held-to-maturity and account
for these investments at amortized cost. Interest income is recorded using an effective interest
rate, with the associated premium or discount amortized to interest income. The table below
presents the amortized principal amount, major security type and maturities for our investments in
debt securities. The amortized principal amount approximates fair value at September 25, 2004.
9
INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9. Net Income (Loss) Per Share
The following table sets forth the computation of basic and diluted earnings (loss) per share:
10. Segment Reporting
Segment Description
We have two reportable operating segments: Equipment and Imaging. Our Equipment business
designs, manufactures, markets and services complex capital equipment used in the sputtering, or
deposition, of highly engineered thin-films of material onto thin-film disks which are used in hard
disk drives. Our Imaging business
10
INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
develops and manufactures electro-optical sensors, cameras and systems that permit highly sensitive
detection of photons in the visible and near infrared portions of the spectrum, allowing imaging in
extreme low light situations.
Included in corporate activities are general corporate expenses, less an allocation of
corporate expenses to operating units equal to 3% of net revenues. Assets of corporate activities
include unallocated cash and short-term investments, deferred income tax assets (which are fully
reserved) and other assets.
Business Segment Net Revenues
Business Segment Profit & Loss
Business Segment Assets
11
INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Geographic Area Net Trade Revenues
11. Income Taxes
We did not accrue a tax provision for the three-month period ended September 25, 2004 as the
profits for this period were offset by net operating loss carry-forwards. We did not accrue a tax
benefit for either the nine-month period ended September 25, 2004 or the three- and nine-month
periods ended September 27, 2003, due to the inability to realize additional refunds from loss
carry-backs. We recorded $115,000 of income tax expense during the three-month period ended
September 25, 2004 related to a claim we received from the California Franchise Tax Board for a
portion of income tax credits we claimed in prior years. During the nine-month period ended
September 25, 2004, we also recorded a credit to income tax expense related to a revised estimate
of 2003 taxes owed by our Singapore subsidiary. Our $17.1 million deferred tax asset is fully
offset by a $17.1 million valuation allowance, resulting in a net deferred tax asset of zero at
September 25, 2004.
12. Capital Transactions
During the nine-month period ending September 25, 2004, we completed a public offering of
4,750,000 shares of our common stock, of which 2,969,000 were newly issued and outstanding shares
sold by us for net proceeds of $41.6 million. A selling shareholder sold 1,781,000 shares in the
offering. We also sold stock to our employees under Intevacs Stock Option and Employee Stock
Purchase Plans. A total of 207,834 shares were issued under these plans during the nine-month
period ending September 25, 2004, for which Intevac received $1.0 million.
13. Financial Presentation
Certain prior year amounts in the Condensed Consolidated Financial Statements have been
reclassified to conform to 2004 presentation.
12
Item 4.
Controls and Procedures
Evaluation of disclosure controls and procedures.
We maintain a set of disclosure controls
and procedures that are designed to ensure that information relating to Intevac, Inc. required to
be disclosed in periodic filings under Securities Exchange Act of 1934, or Exchange Act, is
recorded, processed, summarized and reported in a timely manner under the Exchange Act. In
connection with the original filing of Form 10-Q for the quarter ended September 25, 2004, as
required under Rule 13a-15(b) of the Exchange Act, an evaluation was carried out under the
supervision and with the participation of management, including the Chief Executive Officer and
Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on
this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of September 25, 2004 to ensure that
information we are required to disclose in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the Securities
and Exchange Commission rules and forms.
Subsequent to the period covered by this report, in connection with our preparation of the
consolidated financial statements for the fiscal year ended December 31, 2004, management of the
Company determined that the previously issued financial statements contained in the Companys
Quarterly Reports on Form 10-Q for the quarter ended March 27, 2004, June 26, 2004 and September
25, 2004 should be restated to correct errors in those financial statements. This restatement is
further discussed in Note 2, Restatement of Financial Statements to the condensed consolidated
financial statements included in this Quarterly Report on Form 10-Q/A.
As a result, we are implementing a change in our internal controls over financial reporting
(as defined in Rule 13a-15(f) under the Exchange Act) to remediate internal control deficiencies
that led to the restatements noted above. Management has concluded that these internal control
deficiencies constitute material weaknesses in our internal control over financial reporting. A
material weakness is a control deficiency, or combination of control deficiencies, that results in
more than a remote likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected.
Management identified the following material weaknesses in its assessment of the effectiveness
of the Companys internal control over financial reporting. As of December 31, 2004, we concluded
that we did not maintain effective controls over (1) aspects of the Imaging Business, (2) approval
of inventory cycle count adjustments, and (3) documentation related to our quarterly review and
approval of excess and obsolete inventory reserves. The Companys evaluation was as follows:
Imaging Business
- We determined during the course of our year-end audit that projected,
rather than approved, billing rates were used to calculate revenue for cost-plus-fixed-fee
technology development contracts. In addition, journal entries for revenue recognition and the
related documentation were not subjected to adequate review and approval.
We also determined during the course of our year-end audit that firm fixed-price technology
development contracts were not being accounted for in accordance with U.S. GAAP for firm
fixed-price contracts. This would have resulted in an overstatement of revenue and operating
profit had it not been discovered prior to the public release of our 2004 earnings. During the
first quarter of 2005, we retrained our accounting staff in proper application of revenue
recognition policies and implemented policies regarding analyzing contracts for proper revenue
recognition accounting.
We determined during the course of our year-end audit that a receivable greater than one
year old had not been reserved as a bad debt. During the fourth quarter of 2004, we implemented
a bad debt policy that required receivables aged more than one year to be fully reserved. Our
review did not include unbilled receivables and we did not establish the appropriate bad debt
reserve. This would have resulted in an understatement of bad debt expense and an overstatement
of operating profit had it not been discovered prior to the public release of our earnings. We
have changed our process for evaluating accounts receivable to ensure that all balances are
reviewed for collectibility on a regular basis.
13
Approval of Inventory Cycle Count Adjustments
We routinely cycle count our stockroom
inventories and make corrections to our inventory balances as a result of those cycle counts. We
determined late in 2004 that the cycle count adjustments were being made, but without written
approval by management as required by our internal control policies. Management authorization of
cycle count adjustments is necessary to reduce the potential of an employee using a cycle count
adjustment to conceal a theft of inventory. The requirement for the appropriate management
approval of all cycle count adjustments was re-emphasized in December of 2004.
Documentation of Excess and Obsolete Inventory Reserve Calculation Review and Approval
We determine, on a quarterly basis, the level of reserves required related to excess and
obsolete inventory. Excess and obsolete inventory reserves are an estimate which requires
significant judgment on the part of management. Our Chief Financial Officer reviews and approves
these estimates on a quarterly basis. Given the significant nature of the estimate, we
determined during the course of our internal controls evaluations that improved documentation of
those reviews was needed. We will document the quarterly management reviews of excess and
obsolete calculations beginning with the reviews performed in the first quarter of 2005.
Because of these material weaknesses, management has concluded that the Company did not
maintain effective internal control over financial reporting at December 31, 2004, as well as at
September 25, 2004, based on the criteria set forth in the COSO
Internal Control-Integrated
Framework
.
Managements assessment of the effectiveness of the Companys internal control over financial
reporting as of December 31,2004 has been audited by Grant Thornton LLP, an independent registered
public accounting firm, as stated in their report which is included in our Annual Report on Form
10-K for the year ended December 31, 2004.
Changes in internal controls.
There was no change in our internal controls over financial
reporting which was identified in connection with the evaluation required by Rule 13(a)-15(d) of
the Exchange Act that occurred during our third quarter ended September 25, 2004 that has
materially affected, or is reasonably likely to materially affect, our internal controls over
financial reporting.
14
(In thousands)
Table of Contents
AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended
Nine Months Ended
Sept. 25,
Sept. 27,
Sept. 25,
Sept. 27,
2004
2003
2004
2003
Restated
Restated
$
32,721
$
5,037
$
52,540
$
18,278
2,308
2,579
6,688
5,940
35,029
7,616
59,228
24,218
26,322
2,713
39,148
13,745
1,972
1,813
5,293
4,372
325
210
1,078
942
28,619
4,736
45,519
19,059
6,410
2,880
13,709
5,159
2,831
3,173
8,972
8,916
2,316
2,216
6,709
6,287
5,147
5,389
15,681
15,203
1,263
(2,509
)
(1,972
)
(10,044
)
(41
)
(522
)
(53
)
(1,547
)
264
132
816
(111
)
1,486
(2,899
)
(1,209
)
(11,702
)
115
103
$
1,371
$
(2,899
)
(1,312
)
$
(11,702
)
10
17
4
21
$
1,381
$
(2,882
)
$
(1,308
)
$
(11,681
)
$
0.07
$
(0.24
)
$
(0.07
)
$
(0.96
)
20,104
12,266
19,617
12,206
$
0.07
$
(0.24
)
$
(0.07
)
$
(0.96
)
20,387
12,266
19,617
12,206
Table of Contents
(In thousands)
(Unaudited)
Nine months ended
Sept. 25,
Sept. 27,
2004
2003
Restated
$
(1,312
)
$
(11,702
)
1,691
1,508
1,078
942
1
644
(13,120
)
2,607
(10,350
)
5,701
(11,662
)
(6,001
)
(37,922
)
6,000
(1,371
)
(1,951
)
(33,293
)
(1,951
)
42,582
644
(1,025
)
41,557
644
3
(1
)
(3,395
)
(7,309
)
19,507
28,457
$
16,112
$
21,148
$
33
$
1,987
$
$
(214
)
$
706
$
Table of Contents
We determined during the course of our year-end audit that projected,
rather than approved, billing rates were used to calculate revenue for
cost-plus-fixed-fee technology development contracts. An adjustment was made at
year-end to reflect the correct revenue recognition, but the previously reported
quarterly revenue numbers were misstated.
Table of Contents
A series of proposed adjustments, which were not material by
themselves, became material when combined with the restatement of revenue described
above.
A revision to the amount of other comprehensive income reported was made to
move certain amounts unrelated to foreign currency adjustments to other income.
Condensed Consolidated Balance Sheet
As Previously
As
September 25, 2004
Reported
Adjustments
Restated
$
12,415
$
(122
)
$
12,293
65,396
(122
)
65,274
88,376
(122
)
88,254
219
8
227
(22,518
)
(130
)
(22,648
)
72,265
(122
)
72,143
Condensed Consolidated Statement of Operations
As Previously
As
Three months ended September 25, 2004
Reported
Adjustments
Restated
$
34,871
$
158
$
35,029
28,496
123
28,619
6,375
35
6,410
271
(7
)
264
1,343
28
1,371
0.07
0.07
0.07
0.07
Condensed Consolidated Statement of Operations
As Previously
As
Nine months ended September 25, 2004
Reported
Adjustments
Restated
$
59,350
$
(122
)
$
59,228
13,831
(122
)
13,709
824
(8
)
816
(1,182
)
(130
)
(1,312
)
(0.06
)
(0.01
)
(0.07
)
(0.06
)
(0.01
)
(0.07
)
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September 25,
December 31,
2004
2003
(In thousands)
$
5,790
$
3,306
3,794
4,371
8,846
5,431
$
18,430
$
13,108
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Three Months Ended
Nine Months Ended
Sept. 25,
Sept. 27,
Sept. 25,
Sept. 27,
2004
2003
2004
2003
(in thousands)
Restated
Restated
$
1,371
$
(2,899
)
$
(1,312
)
$
(11,702
)
(47
)
(139
)
(657
)
(406
)
$
1,324
$
(3,038
)
$
(1,969
)
$
(12,108
)
$
0.07
$
(0.24
)
$
(0.07
)
$
(0.96
)
$
0.06
$
(0.25
)
$
(0.10
)
$
(0.99
)
Three Months Ended
Nine Months Ended
Sept. 25,
Sept. 27,
Sept. 25,
Sept. 27,
2004
2003
2004
2003
(in thousands)
Restated
$
654
$
664
$
534
$
845
(277
)
(239
)
(386
)
(846
)
1,321
50
1,815
241
(120
)
(385
)
235
$
1,578
$
475
$
1,578
$
475
September 25,
December 31,
2004
2003
(In thousands)
$
1,275
$
534
303
$
1,578
$
534
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September 25,
December 31,
2004
2003
(in thousands)
$
25,071
$
6,686
$
31,757
$
$
17,558
$
14,199
$
31,757
$
Table of Contents
Three Months Ended
Nine Months Ended
Sept. 25,
Sept. 27,
Sept. 25,
Sept. 27,
2004
2003
2004
2003
(in thousands)
Restated
Restated
$
1,371
$
(2,899
)
$
(1,312
)
$
(11,702
)
$
1,371
$
(2,899
)
$
(1,312
)
$
(11,702
)
20,104
12,266
19,617
12,206
283
283
20,387
12,266
19,617
12,206
(1)
Diluted EPS for the three- and nine-month periods ended September 25, 2004 and September 27,
2003 exclude as converted treatment of the convertible notes, as their inclusion would be
anti-dilutive. The number of as converted shares excluded for the nine-month period ended
September 25, 2004 was 11,424 and the number of as converted shares excluded for the three-
and nine-month periods ended September 27, 2003 was 4,269,983. $29.4 million of the notes were
converted in the fourth quarter of 2003 and the $1.0 million balance of the notes was repaid
in March 2004.
(2)
Potentially dilutive securities, consisting of shares issuable upon exercise of employee
stock options, are excluded from the calculation of diluted EPS as their effect would be
anti-dilutive. The weighted average number of employee stock options excluded for the
three-month periods ended September 25, 2004 and September 27, 2003 was 822,980 and 1,785,904,
respectively, and the number of employee stock options excluded for the nine-month periods
ended September 25, 2004 and September 27, 2003 was 1,558,484 and 1,790,007, respectively.
Table of Contents
Three Months Ended
Nine Months Ended
Sept. 25,
Sept. 27,
Sept. 25,
Sept. 27,
2004
2003
2004
2003
(in thousands)
Restated
Restated
$
32,636
$
4,963
$
52,192
$
17,776
2,393
2,653
7,036
6,442
$
35,029
$
7,616
$
59,228
$
24,218
Three Months Ended
Nine Months Ended
Sept. 25,
Sept. 27,
Sept. 25,
Sept. 27,
2004
2003
2004
2003
(in thousands)
Restated
Restated
$
1,803
(969
)
$
1,123
$
(4,126
)
(905
)
(912
)
(2,736
)
(3,933
)
365
(628
)
(359
)
(1,985
)
1,263
(2,509
)
(1,972
)
(10,044
)
(41
)
(522
)
(53
)
(1,547
)
173
39
405
204
91
93
411
(315
)
$
1,486
$
(2,899
)
$
(1,209
)
$
(11,702
)
Sept. 25,
December 31,
2004
2003
(in thousands)
Restated
$
29,792
$
25,462
7,247
7,702
51,215
22,811
$
88,254
$
55,975
Table of Contents
Three Months Ended
Nine Months Ended
Sept. 25,
Sept. 27,
Sept. 25, 2004
Sept. 27,
2004
2003
2004
2003
(in thousands)
Restated
Restated
$
6,086
$
3,238
$
19,912
$
7,846
28,678
4,378
38,771
16,366
265
545
6
$
35,029
$
7,616
$
59,228
$
24,218
Table of Contents
Table of Contents
Table of Contents
PART II. OTHER INFORMATION
Item 6.
Exhibits
The following exhibits are filed herewith:
15
Exhibit
Number
Description
Certification of President and Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Certification of Vice President, Finance and Administration, Chief Financial
Officer, Treasurer and Secretary Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
Certification Pursuant to U.S.C. 1350 adopted Pursuant to Section 906 of the
Sarbanes- Oxley Act of 2002.
Table of Contents
SIGNATURES
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.
16
INTEVAC, INC.
By:
/s/ KEVIN FAIRBAIRN
Kevin Fairbairn
President, Chief Executive Officer and Director
(Principal Executive Officer)
By:
/s/ CHARLES B. EDDY III
Charles B. Eddy III
Vice President, Finance and Administration, Chief Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
Table of Contents
EXHIBIT INDEX
Exhibit
Number
Description
Certification of President and Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Certification of Vice President, Finance and Administration, Chief Financial
Officer, Treasurer and Secretary Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
Certification Pursuant to U.S.C. 1350 adopted Pursuant to Section 906 of the
Sarbanes- Oxley Act of 2002.
Exhibit 31.1
Certifications
I, Kevin Fairbairn certify that:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal controls over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrants internal control over financial
reporting; and
(a) All significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrants internal control over financial reporting.
Date: May 10, 2005
1.
I have reviewed this Quarterly Report on Form 10-Q of Intevac, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4.
The registrants other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
5.
The registrants other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
/s/ KEVIN FAIRBAIRN
Kevin Fairbairn
President, Chief Executive Officer and Director
Exhibit 31.2
Certifications
I, Charles B. Eddy certify that:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal controls over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrants internal control over financial
reporting; and
(a) All significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrants internal control over financial reporting.
Date: May 10, 2005
1.
I have reviewed this Quarterly Report on Form 10-Q of Intevac, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4.
The registrants other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
5.
The registrants other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
/s/ CHARLES B. EDDY III
Charles B. Eddy III
Vice President, Finance and Administration,
Chief Financial Officer, Treasurer and Secretary
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
I, Kevin Fairbairn, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Intevac, Inc. on Form
10-Q for the quarterly period ended September 25, 2004 fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in
such Form 10-Q fairly presents in all material respects the financial condition and results of
operations of Intevac, Inc.
I, Charles B. Eddy III, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Intevac, Inc. on Form
10-Q for the quarterly period ended September 25, 2004 fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in
such Form 10-Q fairly presents in all material respects the financial condition and results of
operations of Intevac, Inc.
A signed original of this written statement required by Section 906 has been provided to
Intevac, Inc. and will be retained by Intevac, Inc. and furnished to the Securities and Exchange
Commission or its staff upon request.
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
By:
/s/ KEVIN FAIRBAIRN
Name:
Title:
Kevin Fairbairn
President, Chief Executive Officer and Director
By:
/s/ CHARLES B. EDDY III
Name:
Title:
Charles B. Eddy III
Vice President, Finance and Administration,
Chief Financial Officer, Treasurer and Secretary