(Mark One) | ||
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended April 2, 2005 | ||
OR | ||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
California
|
94-3125814 | |
(State or other jurisdiction of
incorporation or organization) |
(IRS Employer
Identification No.) |
No. | Page | |||||||
PART I. FINANCIAL INFORMATION | ||||||||
Financial Statements (unaudited) | ||||||||
Condensed Consolidated Balance Sheets | 2 | |||||||
Condensed Consolidated Statements of Operations and Comprehensive Loss | 3 | |||||||
Condensed Consolidated Statements of Cash Flows | 4 | |||||||
Notes to Condensed Consolidated Financial Statements | 5 | |||||||
Managements Discussion and Analysis of Financial Condition and Results of Operations | 12 | |||||||
Quantitative and Qualitative Disclosures About Market Risk | 26 | |||||||
Controls and Procedures | 27 | |||||||
PART II. OTHER INFORMATION | ||||||||
Legal Proceedings | 28 | |||||||
Unregistered Sales of Equity Securities and Use of Proceeds | 28 | |||||||
Defaults Upon Senior Securities | 28 | |||||||
Submission of Matters to a Vote of Security Holders | 28 | |||||||
Other Information | 28 | |||||||
Exhibits | 29 | |||||||
SIGNATURES | 30 | |||||||
EXHIBIT 31.1 | ||||||||
EXHIBIT 31.2 | ||||||||
EXHIBIT 32.1 |
1
Item 1. | Financial Statements |
2
Three Months Ended
April 2,
March 27,
2005
2004
(In thousands, except
per share amounts)
(Unaudited)
$
8,594
$
4,193
2,011
2,242
10,605
6,435
6,396
2,643
1,494
1,667
720
506
8,610
4,816
1,995
1,619
3,125
3,058
3,191
2,170
6,316
5,228
(4,321
)
(3,609
)
(2
)
(12
)
433
249
(3,890
)
(3,372
)
7
(12
)
$
(3,897
)
$
(3,360
)
(16
)
1
$
(3,913
)
$
(3,359
)
$
(0.19
)
$
(0.18
)
20,243
18,736
3
Three Months Ended
April 2,
March 27,
2005
2004
(In thousands)
(Unaudited)
$
(3,897
)
$
(3,360
)
538
532
720
506
558
1,037
1,816
2,075
(2,081
)
(1,285
)
(1,490
)
(9,637
)
6,500
(425
)
(911
)
4,585
(10,548
)
517
41,985
(1,025
)
517
40,960
(16
)
(1
)
3,005
29,126
17,455
19,507
$
20,460
$
48,633
$
$
33
4
1. | Business Activities and Basis of Presentation |
2. | Concentrations |
3. | Inventories |
April 2, | December 31, | |||||||
2005 | 2004 | |||||||
(In thousands) | ||||||||
Raw materials
|
$ | 10,914 | $ | 5,624 | ||||
Work-in-progress
|
6,168 | 3,496 | ||||||
Finished goods
|
3,153 | 6,255 | ||||||
$ | 20,235 | $ | 15,375 | |||||
5
4. | Employee Stock Plans |
Three Months Ended | |||||||||
April 2, | March 27, | ||||||||
2005 | 2004 | ||||||||
(In thousands) | |||||||||
Net loss, as reported
|
$ | (3,897 | ) | $ | (3,360 | ) | |||
Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards, net of
related tax effects
|
(393 | ) | (268 | ) | |||||
Pro forma net loss
|
$ | (4,290 | ) | $ | (3,628 | ) | |||
Basic and diluted loss per share:
|
|||||||||
As reported
|
$ | (0.19 | ) | $ | (0.18 | ) | |||
Pro forma
|
$ | (0.21 | ) | $ | (0.19 | ) |
April 2, | March 27, | |||||||
2005 | 2004 | |||||||
Dividend yield
|
None | None | ||||||
Expected volatility
|
93.02 | % | 95.36 | % | ||||
Risk free interest rate
|
4.52 | % | 1.97 | % | ||||
Expected lives
|
7.1 years | 2.1 years |
6
April 2,
March 27,
2005
2004
None
None
93.02
%
94.12
%
3.83
%
1.42
%
1.5 years
1.5 years
5. | Warranty |
Three Months Ended | ||||||||
April 2, | March 27, | |||||||
2005 | 2004 | |||||||
(In thousands) | ||||||||
Beginning balance
|
$ | 1,116 | $ | 534 | ||||
Expenditures incurred under warranties
|
(446 | ) | (56 | ) | ||||
Accruals for product warranties issued during the reporting
period
|
285 | 37 | ||||||
Adjustments to previously existing warranty accruals
|
56 | (129 | ) | |||||
Ending balance
|
$ | 1,011 | $ | 386 | ||||
April 2, | December 31, | |||||||
2005 | 2004 | |||||||
(In thousands) | ||||||||
Other accrued liabilities
|
$ | 779 | $ | 909 | ||||
Other long-term liabilities
|
232 | 207 | ||||||
Total warranty provision
|
$ | 1,011 | $ | 1,116 | ||||
7
6. | Guarantees |
7. | Cash, Cash Equivalents and Investments in Debt Securities |
April 2, | December 31, | ||||||||
2005 | 2004 | ||||||||
(In thousands) | |||||||||
Amortized Principal Amount:
|
|||||||||
Debt securities issued by the US government and its agencies
|
$ | 24,523 | $ | 28,017 | |||||
Corporate debt securities
|
3,077 | 4,614 | |||||||
Total investments in debt securities
|
$ | 27,600 | $ | 32,631 | |||||
Short-term investments
|
$ | 22,585 | $ | 24,579 | |||||
Long-term investments
|
5,015 | 8,052 | |||||||
Total investments in debt securities
|
$ | 27,600 | $ | 32,631 | |||||
Approximate fair value of investments in debt securities
|
$ | 27,385 | $ | 32,450 | |||||
8
8.
Net Income (Loss) Per Share
Three Months Ended
April 2,
March 27,
2005
2004
(In thousands)
$
(3,897
)
$
(3,360
)
$
(3,897
)
$
(3,360
)
20,243
18,736
20,243
18,736
(1) | Diluted EPS for the three-month period ended March 27, 2004 excludes as converted treatment of the convertible notes as their inclusion would be anti-dilutive. The number of as converted shares excluded for the three-month period ended March 27, 2004 was 34,273. |
(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 April 2, 2005 and March 27, 2004 was 1,909,463 and 1,452,438, respectively. |
9. | New Accounting Pronouncements |
9
10. | Segment Reporting |
Segment Description |
Segment Profit or Loss and Segment Assets |
Business Segment Net Revenues |
Three Months Ended | |||||||||
April 2, | March 27, | ||||||||
2005 | 2004 | ||||||||
(In thousands) | |||||||||
Equipment
|
$ | 8,536 | $ | 4,153 | |||||
Imaging
|
2,069 | 2,282 | |||||||
Total
|
$ | 10,605 | $ | 6,435 | |||||
Business Segment Profit & Loss |
Three Months Ended | ||||||||
April 2, | March 27, | |||||||
2005 | 2004 | |||||||
(In thousands) | ||||||||
Equipment
|
$ | (2,671 | ) | $ | (2,200 | ) | ||
Imaging
|
(1,181 | ) | (889 | ) | ||||
Corporate activities
|
(469 | ) | (520 | ) | ||||
Operating loss
|
(4,321 | ) | (3,609 | ) | ||||
Interest expense
|
(2 | ) | (12 | ) | ||||
Interest income
|
266 | 84 | ||||||
Other income and expense, net
|
167 | 165 | ||||||
Loss before income taxes
|
$ | (3,890 | ) | $ | (3,372 | ) | ||
10
Business Segment Net Assets
Three Months Ended
April 2,
December 31,
2005
2004
(In thousands)
$
41,179
$
19,407
7,252
7,135
51,334
53,080
$
99,765
$
79,622
Geographic Area Net Trade Revenues |
Three Months Ended | |||||||||
April 2, | March 27, | ||||||||
2005 | 2004 | ||||||||
(In thousands) | |||||||||
United States
|
$ | 6,785 | $ | 2,796 | |||||
Far East
|
3,635 | 3,639 | |||||||
Europe
|
185 | | |||||||
Total
|
$ | 10,605 | $ | 6,435 | |||||
11. | Income Taxes |
12. | Capital Transactions |
13. | Financial Presentation |
11
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
Revenue Recognition |
12
Inventories |
Warranty |
Three Months Ended April 2, 2005 and March 27, 2004. |
Net revenues |
Three Months Ended | Change Over | ||||||||||||||||
Prior Period | |||||||||||||||||
April 2, | March 27, | ||||||||||||||||
2005 | 2004 | Amount | % | ||||||||||||||
(In thousands, except percentages) | |||||||||||||||||
Equipment net revenues
|
$ | 8,536 | $ | 4,153 | $ | 4,383 | 106 | % | |||||||||
Imaging net revenues
|
2,069 | 2,282 | (213 | ) | (9 | )% | |||||||||||
Total net revenues
|
$ | 10,605 | $ | 6,435 | $ | 4,170 | 65 | % | |||||||||
13
Gross margin |
Three Months Ended | Change Over | ||||||||||||||||
Prior Period | |||||||||||||||||
April 2, | March 27, | ||||||||||||||||
2005 | 2004 | Amount | % | ||||||||||||||
Equipment gross margin
|
19.7 | % | 31.2 | % | (11.5 pts | ) | (37 | )% | |||||||||
Imaging gross margin
|
15.0 | % | 14.1 | % | 0.9 pts | 6 | % | ||||||||||
Total gross margin
|
18.8 | % | 25.2 | % | (6.4 pts | ) | (25 | )% | |||||||||
14
Research and development |
Three Months Ended | Change Over | |||||||||||||||
Prior Period | ||||||||||||||||
April 2, | March 27, | |||||||||||||||
2005 | 2004 | Amount | % | |||||||||||||
(In thousands, except percentages) | ||||||||||||||||
Research and development expense
|
$ | 3,125 | $ | 3,058 | $ | 67 | 2 | % | ||||||||
% of net revenues
|
29.5 | % | 47.5 | % |
Selling, general and administrative |
Three Months Ended | Change Over | |||||||||||||||
Prior Period | ||||||||||||||||
April 2, | March 27, | |||||||||||||||
2005 | 2004 | Amount | % | |||||||||||||
(In thousands, except percentages) | ||||||||||||||||
Selling, general and administrative expense
|
$ | 3,191 | $ | 2,170 | $ | 1,021 | 47 | % | ||||||||
% of net revenues
|
30.1 | % | 33.7 | % |
Interest expense |
Three Months Ended | Change Over | |||||||||||||||
Prior Period | ||||||||||||||||
April 2, | March 27, | |||||||||||||||
2005 | 2004 | Amount | % | |||||||||||||
(In thousands, except percentages) | ||||||||||||||||
Interest expense
|
$ | 2 | $ | 12 | $ | (10 | ) | (83 | )% |
15
Interest income and other, net |
Three Months Ended | Change Over | |||||||||||||||
Prior Period | ||||||||||||||||
April 2, | March 27, | |||||||||||||||
2005 | 2004 | Amount | % | |||||||||||||
(In thousands, except percentages) | ||||||||||||||||
Interest income and other, net
|
$ | 433 | $ | 249 | $ | 184 | 74 | % |
Provision for (benefit from) income taxes |
Three Months Ended | Change Over | |||||||||||||||
Prior Period | ||||||||||||||||
April 2, | March 27, | |||||||||||||||
2005 | 2004 | Amount | % | |||||||||||||
(In thousands, except percentages) | ||||||||||||||||
Provision for (benefit from) income taxes
|
$ | 7 | $ | (12 | ) | $ | 19 | 158 | % |
16
Payments Due by Period | ||||||||||||||||||||
Total | <1 Year | 13 Years | 3-5 Years | >5 Years | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Operating lease obligations
|
$ | 15,653 | $ | 3,433 | $ | 5,063 | $ | 3,326 | $ | 3,831 | ||||||||||
Purchase obligations
|
20,331 | 20,331 | | | | |||||||||||||||
Total
|
$ | 35,984 | $ | 23,764 | $ | 5,063 | $ | 3,326 | $ | 3,831 | ||||||||||
Our operating results fluctuate significantly from quarter to quarter, which may cause the price of our stock to decline. |
| delays or problems in the introduction and acceptance of our new products, or delivery of existing products; | |
| changes in the demand, due to seasonality and other factors, for the computer systems, storage subsystems and consumer electronics containing disks our customers produce with our systems; and | |
| announcements of new products, services or technological innovations by us or our competitors. |
We have a recent history of significant losses and may not regain annual profitability. If we do not establish profitable operations in the future, then our share price is likely to decline. |
17
We are exposed to risks associated with a highly concentrated customer base. |
The majority of our future revenue is dependent on new products. If these new products are not successful, then our results of operations will be adversely affected. |
18
Demand for capital equipment is cyclical, which subjects our business to long periods of depressed revenues interspersed with periods of unusually high revenues. |
If the projected growth in demand for hard disk drives does not materialize and our customers do not replace or upgrade their installed base of disk sputtering systems, then future sales of our disk sputtering systems will suffer. |
Recently enacted and proposed changes in securities laws and regulations will increase our costs. |
19
Our products are complex, constantly evolving and often must be customized to individual customer requirements. |
Our sales cycle is long and unpredictable, which requires us to incur high sales and marketing expenses with no assurance that a sale will result. |
20
We operate in an intensely competitive marketplace, and our competitors have greater resources than we do. |
Our Imaging business depends heavily on government contracts, which are subject to immediate termination and are funded in increments. The termination of or failure to fund one or more of these contracts could have a negative impact on our operations. |
We may not be successful in maintaining and obtaining the necessary export licenses to conduct operations abroad, and the United States government may prevent proposed sales to foreign customers. |
21
Our sales of disk sputtering systems are dependent on substantial capital investment by our customers, far in excess of the cost of our products. |
Our stock price is volatile. |
| our perceived prospects; | |
| variations in our operating results and whether we achieve our key business targets; | |
| sales or purchases of large blocks of our stock; | |
| changes in, or our failure to meet, our revenue and earnings estimates; | |
| changes in securities analysts buy or sell recommendations; | |
| differences between our reported results and those expected by investors and securities analysts; | |
| announcements of new contracts, products or technological innovations by us or our competitors; | |
| market reaction to any acquisitions, joint ventures or strategic investments announced by us or our competitors; | |
| our high fixed operating expenses, including research and development expenses; | |
| developments in the financial markets; and | |
| general economic, political or stock market conditions in the United States and other major regions in which we do business. |
Changes in existing financial accounting standards or practices or taxation rules or practices may adversely affect our results of operations. |
22
We are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 and any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price. |
Our dependence on suppliers for certain parts, some of them sole-sourced, makes us vulnerable to manufacturing interruptions and delays, which could affect our ability to meet customer demand. |
23
Our business depends on the integrity of our intellectual property rights. |
| any of our pending or future patent applications will be allowed or that any of the allowed applications will be issued as patents; | |
| any of our patents will not be invalidated, deemed unenforceable, circumvented or challenged; | |
| the rights granted under our patents will provide competitive advantages to us; | |
| any of our pending or future patent applications will issue with claims of the scope that we sought, if at all; | |
| other parties will not develop similar products, duplicate our products or design around our patents; or | |
| our patent rights, intellectual property laws or our agreements will adequately protect our intellectual property or competitive position. |
Failure to protect our intellectual property rights adequately could have a material adverse effect on our business. |
Our business is based in Northern California, where operating costs are high and competition for employees is intense. |
Business interruptions, such as earthquakes or other natural or man-made disasters, could disrupt our operations and adversely affect our business. |
24
Changes in demand caused by fluctuations in interest and currency exchange rates may reduce our international sales. |
We routinely evaluate acquisition candidates and other diversification strategies. |
We use hazardous materials and are subject to risks of non-compliance with environmental and safety regulations. |
25
Future sales of shares of our common stock by our officers, directors and affiliates could cause our stock price to decline. |
Anti-takeover provisions in our charter documents and under California law could prevent or delay a change in control, which could negatively impact the value of our common stock by discouraging a favorable merger or acquisition of us. |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Fair | ||||||||||||||||||||||||||
2005 | 2006 | 2007 | Beyond | Total | Value | |||||||||||||||||||||
Cash equivalents
|
||||||||||||||||||||||||||
Fixed rate amounts
|
$ | 10,977 | | | | $ | 10,977 | $ | 10,970 | |||||||||||||||||
Weighted-average rate
|
2.58 | % | ||||||||||||||||||||||||
Variable rate amounts
|
$ | 6,355 | | | | $ | 6,355 | $ | 6,355 | |||||||||||||||||
Weighted-average rate
|
2.54 | % | ||||||||||||||||||||||||
Short-term investments
|
||||||||||||||||||||||||||
Fixed rate amounts
|
$ | 19,559 | $ | 3,026 | | | $ | 22,585 | $ | 22,453 | ||||||||||||||||
Weighted-average rate
|
1.99 | % | 1.99 | % | ||||||||||||||||||||||
Long-term investments
|
||||||||||||||||||||||||||
Fixed rate amounts
|
| $ | 5,015 | | | $ | 5,015 | $ | 4,932 | |||||||||||||||||
Weighted average rate
|
2.21 | % | ||||||||||||||||||||||||
Total investment portfolio
|
$ | 36,891 | $ | 8,041 | | | $ | 44,932 | $ | 44,710 |
26
Item 4. | Controls and Procedures |
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. | |
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. | |
To begin remediation of this material weakness, 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 also changed our process for evaluating accounts receivable to ensure that all balances are reviewed for collectibility on a regular basis. During the second quarter of 2005, we will continue to test the new controls. | |
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. |
27
To remediate this material weakness, the requirement for the appropriate management approval of all cycle count adjustments was re-emphasized in December of 2004. During the first quarter of 2005, we tested a significant sample of the cycle count adjustments and found them to be properly approved. We believe that this material weakness has been remediated. | |
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 evaluation that improved documentation of those reviews was needed. | |
To begin remediation of this material weakness, we have documented the management review of the quarterly excess and obsolete calculations in each of the last two quarters. During the second quarter of 2005, we will continue to test the new controls. The calculations surrounding the excess and obsolete requirements are complex, and the reviews required will be modified as additional risk areas are identified. |
Item 1. | Legal Proceedings |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Item 3. | Defaults upon Senior Securities |
Item 4. | Submission of Matters to a Vote of Security-Holders |
Item 5. | Other Information |
28
Item 6. | Exhibits |
Number | Exhibit Description | |||
31 | .1 | Certification of President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
31 | .2 | Certification of Vice President, Finance and Administration, Chief Financial Officer, Treasurer and Secretary Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
32 | .1 | Certification Pursuant to U.S.C. 1350 adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
29
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) |
30
Number
Exhibit Description
31
.1
Certification of President and Chief Executive Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
31
.2
Certification of Vice President, Finance and Administration,
Chief Financial Officer, Treasurer and Secretary Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32
.1
Certification Pursuant to U.S.C. 1350 adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.1
I, Kevin Fairbairn certify that:
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: |
(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 control 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 for external purposes 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
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): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control 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 12, 2005
/s/ KEVIN FAIRBAIRN | ||||
Kevin Fairbairn | ||||
President, Chief Executive Officer and Director |
Exhibit 31.2
I, Charles B. Eddy certify that:
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)) for the registrant and have: |
(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 control 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 for external purposes 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
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): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control 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 12, 2005
/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 April 2, 2005 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 April 2, 2005 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