SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
February 5, 2024
Date of Report (date of earliest event reported)
(Exact name of Registrant as specified in its charter)
State of Delaware | 0-26946 | 94-3125814 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification Number) |
3560 Bassett Street
Santa Clara, CA 95054
(Address of principal executive offices)
(408) 986-9888
(Registrant’s telephone number, including area code)
N/A
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common Stock ($0.001 par value) | IVAC | The Nasdaq Stock Market LLC (Nasdaq) Global Select |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. | Results of Operations and Financial Condition |
On February 5, 2024, Intevac, Inc. issued a press release reporting its financial results for the three months and full year ended December 30, 2023. A copy of the press release issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The foregoing information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
99.1 | Press Release | |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INTEVAC, INC. | ||
Date: February 5, 2024 | /s/ KEVIN SOULSBY | |
Kevin Soulsby | ||
Interim Chief Financial Officer, Secretary and Treasurer |
Exhibit 99.1
|
3560 Bassett Street, Santa Clara CA 95054 | |
Kevin Soulsby | Claire McAdams | |
Chief Financial Officer | Investor Relations | |
(408) 986-9888 | (530) 265-9899 |
Intevac Announces Fourth Quarter and Full Year 2023 Financial Results
Santa Clara, Calif.February 5, 2024Intevac, Inc. (Nasdaq: IVAC), a leading supplier of thin-film processing systems, today reported financial results for the fiscal fourth quarter and year ended December 30, 2023.
Q4 and Fiscal 2023 Highlights
| Successfully completed TRIO development program and achieved qualification of initial TRIO system before year-end 2023. |
| Q4 sales of $12.9 million exceeded prior expectations due to the acceleration of heat-assisted magnetic recording (HAMR) technology upgrades for our hard disk drive (HDD) customers. Total revenues of $52.7 million for fiscal 2023 represented very strong growth of 47% year-over-year. |
| Achieved all-time record sales of HDD upgrades for both the fiscal third quarter and full year 2023 in support of the HAMR technology transition currently underway on our industry-leading 200 Lean® flagship platform. |
| Successfully re-negotiated order backlog for two capacity-adding 200 Lean systems during Q4, in favor of additional HAMR process module upgrades. |
| Ended 2023 with $72.2 million in cash, restricted cash, and investments, which was slightly below forecast due to delayed collections from our largest customer. |
We are pleased to announce a strong finish for fiscal 2023, within both of our primary served markets, commented Nigel Hunton, president and chief executive officer. In our HDD business, during what was one of the most challenging years in the industrys history, we achieved exceptionally strong year-over-year revenue growth of 47% and approached nearly $53 million of sales, the vast majority of which was aimed at enabling our customers to achieve the most significant new technology transition of the industrys last 20 years. The initial ramp underway of drives incorporating heat-assisted magnetic recording (HAMR) technology comes as a direct result of Intevacs long history of HDD leadership and tireless efforts throughout 2023.
Looking forward, the most important new driver of Intevacs future revenue growth is our groundbreaking TRIO platform, and our first system achieved qualification in the fourth quarter. This is a key milestone in the growth trajectory of Intevac, as the TRIO achieved key performance metrics that will enable Intevac to address an estimated $1 billion served market.
The achievements of 2023 place Intevac on a solid trajectory for future growth, with the strength of the balance sheet maintained. Mr. Hunton concluded, We have taken a key step forward in our plan to diversify and grow our product portfolio and customer base, and we look forward to achieving greater success and momentum in each of our end markets in 2024.
($ Millions, except per share amounts) | Q4 2023 | Q4 2022 | ||||||||||||||
GAAP Results | Non-GAAP Results | GAAP Results | Non-GAAP Results | |||||||||||||
Net Revenues |
$ | 12.9 | $ | 12.9 | $ | 11.3 | $ | 11.3 | ||||||||
Operating Loss |
$ | (1.9 | ) | $ | (1.9 | ) | $ | (3.3 | ) | $ | (3.3 | ) | ||||
Net Loss |
$ | (1.8 | ) | $ | (1.9 | ) | $ | (3.2 | ) | $ | (3.2 | ) | ||||
Net Loss per Share Basic and Diluted |
$ | (0.07 | ) | $ | (0.07 | ) | $ | (0.12 | ) | $ | (0.13 | ) | ||||
Year Ended | Year Ended | |||||||||||||||
December 30, 2023 | December 31, 2022 | |||||||||||||||
GAAP Results | Non-GAAP Results | GAAP Results | Non-GAAP Results | |||||||||||||
Net Revenues |
$ | 52.7 | $ | 52.7 | $ | 35.8 | $ | 35.8 | ||||||||
Operating Loss |
$ | (13.2 | ) | $ | (11.3 | ) | $ | (16.5 | ) | $ | (13.8 | ) | ||||
Net Loss |
$ | (12.2 | ) | $ | (10.9 | ) | $ | (17.1 | ) | $ | (14.1 | ) | ||||
Net Loss per Share Basic and Diluted |
$ | (0.47 | ) | $ | (0.42 | ) | $ | (0.68 | ) | $ | (0.56 | ) |
Intevacs non-GAAP adjusted results exclude the impact of the following, where applicable: (i) restructuring charges, (ii) fixed asset disposals associated with a restructuring program, (iii) discontinued operations and (iv) litigation settlements. A reconciliation of the GAAP and non-GAAP adjusted results is provided in the financial table included in this release. See also Use of Non-GAAP Financial Measures section.
Fourth Quarter Fiscal 2023 Summary
Revenues were $12.9 million, compared to $11.3 million in the fourth quarter of 2022, and consisted of HDD upgrades, spares and service for each period. Gross margin was 46.0%, compared to 44.3% in the fourth quarter of 2022. Operating expenses were $7.8 million, compared to $8.3 million in the fourth quarter of 2022.
The net loss for the quarter was $1.8 million, or $0.07 per diluted share, compared to a net loss of $3.2 million, or $0.12 per diluted share, in the fourth quarter of 2022. The non-GAAP net loss for the fourth quarter of 2023 was $1.9 million, or $0.07 per diluted share, compared to the non-GAAP net loss for the fourth quarter of 2022 of $3.2 million, or $0.13 per diluted share.
Order backlog was $42.4 million on December 30, 2023 compared to $46.5 million on September 30, 2023 and $121.7 million on December 31, 2022. Backlog at December 30, 2023 does not include any 200 Lean HDD systems. Backlog at September 30, 2023 included two 200 Lean HDD systems. Backlog at December 31, 2022 included eleven 200 Lean HDD systems.
The Company ended the year with $72.2 million of total cash, cash equivalents, restricted cash and investments and $114.6 million in tangible book value.
Fiscal Year 2023 Summary
Revenues were $52.7 million, compared to 2022 revenues of $35.8 million, and consisted of one 200 Lean HDD system, one refurbished 200 Lean HDD system, HDD upgrades, spares and service in 2023, compared to HDD upgrades, spares and service in 2022. Gross margin was 38.4% compared to 42.2% in 2022, and operating expenses were $33.5 million compared to $31.6 million in 2022. The operating loss of $13.2 million included $2.0 million of restructuring-related costs, including severance. The net loss was $12.2 million, or $0.47 per diluted share, compared to a net loss of $17.1 million, or $0.68 per diluted share, for fiscal 2022. The non-GAAP net loss was $10.9 million or $0.42 per diluted share, compared to the non-GAAP net loss of $14.1 million or $0.56 per diluted share for fiscal 2022.
Use of Non-GAAP Financial Measures
Intevacs non-GAAP results exclude the impact, where applicable, of restructuring charges, fixed asset disposals associated with a restructuring program, discontinued operations and litigation settlements. A reconciliation of the GAAP and non-GAAP results is provided in the financial tables included in this release.
Management uses non-GAAP results to evaluate the Companys operating and financial performance in light of business objectives and for planning purposes. These measures are not in accordance with GAAP and may differ from non-GAAP methods of accounting and reporting used by other companies. Intevac believes these measures enhance investors ability to review the Companys business from the same perspective as the Companys management and facilitate comparisons of this periods results with prior periods. The presentation of this additional information should not be considered a substitute for results prepared in accordance with GAAP.
Conference Call Information
The Company will discuss its financial results and outlook in a conference call today at 1:30 p.m. PT (4:30 p.m. ET). To participate in the teleconference, please call toll-free (877) 407-0989 prior to the start time, and reference meeting number 13743810. For international callers, the dial-in number is +1 (201) 389-0921. You may also listen live via the Internet at https://www.webcast-eqs.com/intevac020524/en or on the Companys investor relations website at https://ir.intevac.com/. For those unable to attend live, an archived webcast of the call will be available at the same link.
About Intevac
Founded in 1991, we are a leading provider of thin-film process technology and manufacturing platforms for high-volume manufacturing environments. As a long-time supplier to the hard disk drive (HDD) industry, our industry-leading 200 Lean® platform supports the majority of the worlds capacity for HDD disk media production, as well as all technology upgrade initiatives currently underway in support of next-generation HAMR (heat-assisted magnetic recording) media. With over 30 years of leadership in designing, developing, and manufacturing high-productivity, thin-film processing systems, we also are leveraging our technology and know-how for additional markets with our groundbreaking TRIO platform, which enables high-value coatings to be deployed cost-effectively on an array of glass displays and other substrates, including for consumer devices.
For more information call 408-986-9888, or visit the Companys website at www.intevac.com.
200 Lean® is a registered trademark of Intevac, Inc. and TRIO is a trademark of Intevac, Inc.
Safe Harbor Statement
This press release includes statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the Reform Act). Intevac claims the protection of the safe-harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are often characterized by the terms may, believes, projects, expects, or anticipates, and do not reflect historical facts. Specific forward-looking statements contained in this press release include, but are not limited to: the Companys revenue growth potential and future financial performance, including preserving the strength of the balance sheet. The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from the Companys expectations. These risks include, but are not limited to, global macroeconomic conditions and supply chain challenges including shipment delays, availability of components, and freight, logistics and other disruptions, and changes in market dynamics that could change the forecasts and delivery schedules for both our systems and upgrades, each of which could have a material impact on our business, our financial results, and the Companys stock price. These risks and other factors are detailed in the Companys periodic filings with the U.S. Securities and Exchange Commission.
All forward-looking statements in this press release are based on information available to the Company as of the date hereof, and Intevac does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law. Any future product, service, feature, or related specification that may be referenced in this release is for informational purposes only and is not a commitment to deliver any offering, technology or enhancement.
INTEVAC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except percentages and per share amounts)
Three months ended | Year ended | |||||||||||||||
December 30, 2023 |
December 31, 2022 |
December 30, 2023 |
December 31, 2022 |
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Net revenues |
$ | 12,906 | $ | 11,259 | $ | 52,665 | $ | 35,761 | ||||||||
Gross profit |
5,938 | 4,986 | 20,226 | 15,086 | ||||||||||||
Gross margin |
46.0 | % | 44.3 | % | 38.4 | % | 42.2 | % | ||||||||
Operating expenses |
||||||||||||||||
Research and development |
3,785 | 3,383 | 15,125 | 13,722 | ||||||||||||
Selling, general and administrative |
4,063 | 4,869 | 18,345 | 17,876 | ||||||||||||
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Total operating expenses |
7,848 | 8,252 | 33,470 | 31,598 | ||||||||||||
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Operating loss |
(1,910 | ) | (3,266 | ) | (13,244 | ) | (16,512 | ) | ||||||||
Interest income and other income (expense), net |
534 | 362 | 2,456 | 1,085 | ||||||||||||
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Loss from continuing operations before provision for income taxes |
(1,376 | ) | (2,904 | ) | (10,788 | ) | (15,427 | ) | ||||||||
Provision for income taxes |
524 | 335 | 1,822 | 1,327 | ||||||||||||
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Net loss from continuing operations |
(1,900 | ) | (3,239 | ) | (12,610 | ) | (16,754 | ) | ||||||||
Income (loss) from discontinued operations, net of tax |
55 | 73 | 420 | (321 | ) | |||||||||||
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Net loss |
$ | (1,845 | ) | $ | (3,166 | ) | $ | (12,190 | ) | $ | (17,075 | ) | ||||
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Net income (loss) per share (basic and diluted) |
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Continuing operations |
$ | (0.07 | ) | $ | (0.13 | ) | $ | (0.48 | ) | $ | (0.67 | ) | ||||
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Discontinued operations |
$ | 0.00 | $ | 0.00 | $ | 0.02 | $ | (0.01 | ) | |||||||
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Net loss |
$ | (0.07 | ) | $ | (0.12 | ) | $ | (0.47 | ) | $ | (0.68 | ) | ||||
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Weighted average common shares outstanding |
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Basic and Diluted |
26,385 | 25,457 | 26,121 | 25,192 |
INTEVAC, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
December 30, 2023 |
December 31, 2022 |
|||||||
(Unaudited) | (see Note) | |||||||
ASSETS |
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Current assets |
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Cash, cash equivalents and short-term investments |
$ | 68,846 | $ | 94,445 | ||||
Accounts receivable, net |
18,613 | 15,823 | ||||||
Inventories |
43,795 | 30,003 | ||||||
Prepaid expenses and other current assets |
2,123 | 1,898 | ||||||
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Total current assets |
133,377 | 142,169 | ||||||
Long-term investments |
2,687 | 17,585 | ||||||
Restricted cash |
700 | 786 | ||||||
Property, plant and equipment, net |
7,664 | 3,658 | ||||||
Operating lease right-of-use-assets |
7,658 | 3,390 | ||||||
Intangible assets, net |
954 | 1,090 | ||||||
Deferred income tax and other long-term assets |
3,466 | 4,381 | ||||||
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Total assets |
$ | 156,506 | $ | 173,059 | ||||
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities |
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Current operating lease liabilities |
$ | 1,008 | $ | 3,404 | ||||
Accounts payable |
5,800 | 11,610 | ||||||
Accrued payroll and related liabilities |
3,475 | 3,087 | ||||||
Other accrued liabilities |
1,820 | 5,430 | ||||||
Contract advances |
20,407 | 2,444 | ||||||
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Total current liabilities |
32,510 | 25,975 | ||||||
Non-current liabilities |
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Non-current operating lease liabilities |
6,976 | 1,417 | ||||||
Contract advances |
1,482 | 22,215 | ||||||
Other non-current liabilities |
21 | | ||||||
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Total non-current liabilities |
8,479 | 23,632 | ||||||
Stockholders equity |
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Common stock ($0.001 par value) |
26 | 26 | ||||||
Additional paid-in capital |
210,320 | 206,355 | ||||||
Treasury stock, at cost |
(29,551 | ) | (29,551 | ) | ||||
Accumulated other comprehensive income (loss) |
97 | (193 | ) | |||||
Accumulated deficit |
(65,375 | ) | (53,185 | ) | ||||
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Total stockholders equity |
115,517 | 123,452 | ||||||
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Total liabilities and stockholders equity |
$ | 156,506 | $ | 173,059 | ||||
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Note: Amounts as of December 31, 2022 are derived from the December 31, 2022 audited consolidated financial statements.
INTEVAC, INC.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(Unaudited, in thousands, except per share amounts)
Three months ended | Year ended | |||||||||||||||
December 30, 2023 |
December 31, 2022 |
December 30, 2023 |
December 31, 2022 |
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Non-GAAP Loss from Operations |
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Reported operating loss (GAAP basis) |
$ | (1,910 | ) | $ | (3,266 | ) | $ | (13,244 | ) | $ | (16,512 | ) | ||||
Restructuring charges1 |
| | 1,950 | 1,232 | ||||||||||||
Loss on fixed asset disposals2 |
| | | 1,453 | ||||||||||||
Litigation settlement3 |
| 12 | | 12 | ||||||||||||
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Non-GAAP Operating Loss |
$ | (1,910 | ) | $ | (3,254 | ) | $ | (11,294 | ) | $ | (13,815 | ) | ||||
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Non-GAAP Net Loss |
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Reported net loss (GAAP basis) |
$ | (1,845 | ) | $ | (3,166 | ) | $ | (12,190 | ) | $ | (17,075 | ) | ||||
Continuing operations: |
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Restructuring charges1 |
| | 1,950 | 1,232 | ||||||||||||
Loss on fixed asset disposals2 |
| | | 1,453 | ||||||||||||
Litigation settlement3 |
| 12 | | 12 | ||||||||||||
Income tax effect of non-GAAP adjustments4 |
| | (275 | ) | | |||||||||||
Discontinued operations5 |
(55 | ) | (73 | ) | (420 | ) | 321 | |||||||||
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Non-GAAP Net Loss |
$ | (1,900 | ) | $ | (3,227 | ) | $ | (10,935 | ) | $ | (14,057 | ) | ||||
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Non-GAAP Net Loss Per Diluted Share |
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Reported net loss per diluted share (GAAP basis) |
$ | (0.07 | ) | $ | (0.12 | ) | $ | (0.47 | ) | $ | (0.68 | ) | ||||
Continuing operations: |
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Restructuring charges1 |
$ | | $ | | $ | 0.06 | $ | 0.05 | ||||||||
Loss on fixed asset disposals2 |
$ | | $ | | $ | | $ | 0.06 | ||||||||
Litigation settlement3 |
$ | | $ | 0.00 | $ | | $ | 0.00 | ||||||||
Discontinued operations:5 |
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.02 | ) | $ | 0.01 | |||||
Non-GAAP Net Loss Per Diluted Share |
$ | (0.07 | ) | $ | (0.13 | ) | $ | (0.42 | ) | $ | (0.56 | ) | ||||
Weighted average number of diluted shares |
26,385 | 25,457 | 26,121 | 25,192 |
1 | Results for the years ended December 30, 2023 and December 31, 2022 include severance and other employee-related costs related to restructuring programs. |
2 | The amount represents fixed asset disposals under the 2022 restructuring plan. |
3 | The amount represents incremental charges associated with the settlement of the Private Attorneys General Act (PAGA) lawsuit. The Company participated in a confidential mediation on February 1, 2022, and reached a settlement resolving the PAGA claim. The settlement in the amount of $1.0 million was paid on January 20, 2023 and effectively extinguished the lawsuit. |
4 | The amount represents the estimated income tax effect of the non-GAAP adjustments. The Company calculated the tax effect of non-GAAP adjustments by applying an applicable estimated jurisdictional tax rate to each specific non-GAAP item. |
5 | The amount represents discontinued operations of the Photonics business that was sold on December 30, 2021. |