SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q/A
(MARK ONE)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 26, 2004
OR
o | 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 0-26946
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 þ No o
APPLICABLE ONLY TO CORPORATE ISSUERS:
On June 26, 2004, 20,038,814 shares of the Registrants Common Stock, no par value, were outstanding.
INTEVAC, INC.
INDEX
EXPLANATORY NOTE
This Amendment No. 1 to Intevac, Incs (the Company) Quarterly Report on Form 10-Q for the quarter ended June 26, 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.
CONDENSED CONSOLIDATED BALANCE SHEETS
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 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 June 26, 2004 and for the three- and six-month periods ended June
26, 2004 and June 28, 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. 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.
We evaluate the collectibility of trade receivables on an ongoing basis and provide reserves
against potential losses when appropriate.
The results for the three- and six-month periods ended June 26, 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 June 26, 2004 and our condensed consolidated statement of operations for the
three- and six-month periods ended June 26, 2004 (in thousands, except per share data):
6
INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. Concentrations
Our largest customers tend to change from period to period. Historically, a significant
portion of our revenues in any particular period have been attributable to sales to a limited
number of customers. Our order backlog at June 26, 2004 included orders for nine 200 Lean systems
from one customer.
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 $10.8 million and $10.2 million at June
26, 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.
Parts with no forecast requirements in that period are considered excess and inventory provisions
are established to write those parts down to zero net book value. 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 six months ended June 26, 2004, $753,000 was added to inventory reserves based
on the quarterly analysis and $261,000 of inventory was disposed of and charged to the reserve.
During the six months ended June 28, 2003, $732,000 was added to inventory reserves based on the
quarterly analysis and $4,000 of inventory was disposed of and charged to the reserve.
5. Employee Stock Plans
At June 26, 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.
The following table displays the activity in the warranty provision account, which is included
in other accrued liabilities on our balance sheet, for the three and six-month periods ending June
26, 2004 and June 28, 2003:
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
INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 consists 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. Realized gains and
losses are included in earnings. 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 June 26, 2004.
9. Net Income (Loss) Per Share
The following table sets forth the computation of basic and diluted earnings (loss) per share:
9
INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 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
10
INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Business Segment Profit & Loss
Business Segment Assets
Geographic Area Net Trade Revenues
11. Income Taxes
We did not accrue a tax provision for the three-month period ended June 26, 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 six-month period ended June 26, 2004 or the three- and six-month periods
ended June 28, 2003, due to the inability to realize additional refunds from loss carry-backs. The
$12,000 credit to income tax expense during the six-month period ended June 26, 2004 related to a
revised estimate of 2003 taxes owed by our Singapore subsidiary. Our $17.6 million deferred tax
asset is fully offset by a $17.6 million valuation allowance, resulting in a net deferred tax asset
of zero at June 26, 2004.
11
INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
12. Capital Transactions
During the six-month period ending June 26, 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 116,350 shares were issued under these plans during the six-month period ending June 26,
2004, for which Intevac received $647,000.
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 June 26, 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 June 26, 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
June 26, 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 second quarter ended June 26, 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
Six Months Ended
June 26,
June 28,
June 26,
June 28,
2004
2003
2004
2003
Restated
Restated
$
15,626
$
2,677
$
19,819
$
13,241
2,138
1,910
4,380
3,361
17,764
4,587
24,199
16,602
10,183
1,711
12,826
11,032
1,654
1,435
3,321
2,559
247
322
753
732
12,084
3,468
16,900
14,323
5,680
1,119
7,299
2,279
3,083
3,114
6,141
5,743
2,223
2,146
4,393
4,071
5,306
5,260
10,534
9,814
374
(4,141
)
(3,235
)
(7,535
)
(508
)
(12
)
(1,025
)
303
(148
)
552
(243
)
677
(4,797
)
(2,695
)
(8,803
)
(12
)
$
677
$
(4,797
)
(2,683
)
$
(8,803
)
(7
)
10
(6
)
4
$
670
$
(4,787
)
$
(2,689
)
$
(8,799
)
$
0.03
$
(0.39
)
$
(0.14
)
$
(0.72
)
20,010
12,187
19,373
12,176
$
0.03
$
(0.39
)
$
(0.14
)
$
(0.72
)
20,678
12,187
19,373
12,176
Table of Contents
(In thousands)
(Unaudited)
Six months ended
June 26,
June 28,
2004
2003
Restated
$
(2,683
)
$
(8,803
)
1,131
950
753
732
1
642
(8,993
)
(234
)
(7,108
)
2,090
(9,791
)
(6,713
)
(27,895
)
(1,108
)
(1,680
)
(29,003
)
(1,680
)
42,207
186
(1,025
)
41,182
186
(15
)
(7
)
2,373
(8,214
)
19,507
28,457
$
21,880
$
20,243
$
33
$
993
$
$
(214
)
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
June 26, 2004
Reported
Adjustments
Restated
$
15,597
$
(280
)
$
15,317
38,907
93
39,000
92,753
(187
)
92,566
113,222
(187
)
113,035
3,134
(30
)
3,104
42,678
(30
)
42,648
216
1
217
(23,681
)
(158
)
(24,019
)
70,544
(157
)
70,387
Condensed Consolidated Statement of
Operations
As Previously
As
Three months ended June 26, 2004
Reported
Adjustments
Restated
$
17,980
$
(216
)
$
17,764
12,189
(105
)
12,084
5,791
(111
)
5,680
307
(4
)
303
792
(115
)
677
0.04
(0.01
)
0.03
0.04
(0.01
)
0.03
Condensed Consolidated Statement of
Operations
As Previously
As
Six months ended June 26, 2004
Reported
Adjustments
Restated
$
24,479
$
(280
)
$
24,199
17,023
(123
)
16,900
7,456
(157
)
7,299
553
(1
)
552
(2,525
)
(158
)
(2,683
)
(0.13
)
(0.01
)
(0.14
)
(0.13
)
(0.01
)
(0.14
)
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June 26,
December 31,
2004
2003
(In thousands)
Restated
$
8,044
$
3,306
2,670
4,371
28,286
5,431
$
39,000
$
13,108
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Three Months Ended
Six Months Ended
June 26,
June 28,
June 26,
June 28,
2004
2003
2004
2003
(in thousands)
Restated
Restated
$
677
$
(4,797
)
$
(2,683
)
$
(8,803
)
(341
)
(155
)
(609
)
(267
)
$
336
$
(4,952
)
$
(3,292
)
$
(9,070
)
$
0.03
$
(0.39
)
$
(0.14
)
$
(0.72
)
$
0.02
$
(0.41
)
$
(0.17
)
$
(0.74
)
Three Months Ended
Six Months Ended
June 26,
June 28,
June 26,
June 28,
2004
2003
2004
2003
(in thousands)
Restated
Restated
$
386
$
644
$
534
$
845
(53
)
(46
)
(109
)
(607
)
456
32
493
191
(135
)
34
(264
)
235
$
654
$
664
$
654
$
664
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June 26,
December 31,
2004
2003
(in thousands)
$
22,096
$
5,723
$
27,819
$
$
15,632
$
12,187
$
27,819
$
Three Months Ended
Six Months Ended
June 26,
June 28,
June 26,
June 28,
2004
2003
2004
2003
(in thousands)
Restated
Restated
$
677
$
(4,797
)
$
(2,683
)
$
(8,803
)
$
677
$
(4,797
)
$
(2,683
)
$
(8,803
)
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20,010
12,187
19,373
12,176
668
668
20,678
12,187
19,373
12,164
(1)
Diluted EPS for the three- and six-month periods ended June 26, 2004 and June 28, 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 six-month period ended
June 26, 2004 was 17,137 and the number of as converted shares excluded for the three- and
six-month periods ended June 28, 2003 was 4,269,983.
(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 June 26, 2004 and June 28, 2003 was 247,102 and 1,793,950,
respectively, and the number of employee stock options excluded for the six-month periods
ended June 26, 2004 and June 28, 2003 was 1,486,205 and 1,792,059, respectively.
Three Months Ended
Six Months Ended
June 26,
June 28,
June 26,
June 28,
2004
2003
2004
2003
(in thousands)
Restated
Restated
$
15,403
$
2,396
$
19,556
$
12,813
2,361
2,191
4,643
3,789
$
17,764
$
4,587
$
24,199
$
16,602
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Three Months Ended
Six Months Ended
June 26,
June 28,
June 26,
June 28,
2004
2003
2004
2003
(in thousands)
Restated
Restated
$
1,520
$
(1,937
)
$
(680
)
$
(3,157
)
(942
)
(1,394
)
(1,831
)
(3,021
)
(204
)
(810
)
(724
)
(1,357
)
374
(4,141
)
(3,235
)
(7,535
)
(508
)
(12
)
(1,025
)
148
88
232
165
155
(236
)
320
(408
)
$
677
$
(4,797
)
$
(2,695
)
$
(8,803
)
June 26,
December 31,
2004
2003
(in thousands)
Restated
$
53,252
$
25,462
6,999
7,702
52,784
22,811
$
113,035
$
55,975
Three Months Ended
Six Months Ended
June 26,
June 28,
June 26,
June 28,
2004
2003
2004
2003
(in thousands)
Restated
Restated
$
11,030
$
2,521
$
13,826
$
4,608
6,454
2,060
10,093
11,988
280
280
6
6
$
17,764
$
4,587
$
24,199
$
16,602
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed herewith:
(b) Reports on Form 8-K:
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.
(1)
On April 23, 2004, we filed a report on Form 8-K regarding the issuance of a
press release announcing our results for the three months ended March 27, 2004.
(2)
On May 18, 2004, we filed a report on Form 8-K regarding a business
presentation provided to investors.
(3)
On July 13, 2004, we filed a report on Form 8-K regarding the issuance of a
press release announcing our results for the three months ended June 26, 2004.
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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.
Date: May 10, 2005
By:
/s/ KEVIN FAIRBAIRN
Kevin Fairbairn
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: May 10, 2005
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)
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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 June 26, 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 June 26, 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:
Kevin Fairbairn
Title:
President, Chief Executive Officer and Director
By:
/s/ CHARLES B. EDDY III
Name:
Charles B. Eddy III
Title:
Vice President, Finance and Administration,
Chief Financial Officer, Treasurer and Secretary