UNITED STATES

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

 

July 29, 2019

 

Date of Report (date of earliest event reported)

 

INTEVAC, INC.

 

(Exact name of Registrant as specified in its charter)

 

 

State of Delaware

0-26946

94-3125814

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation or organization)

 

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))

 

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.  

 

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

 


Item 2.02.  Results of Operations and Financial Condition

 

On July 29, 2019, Intevac, Inc. issued a press release reporting its financial results for the three and six months ended June 29, 2019. 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.

 

 


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: July 29, 2019

 

/s/ JAMES MONIZ

 

James Moniz

 

Executive Vice President, Finance and Administration,

 

Chief Financial Officer and Treasurer

 

 

 

1

Exhibit 99.1

 

3560 Bassett Street, Santa Clara CA 95054

 

 

 

James Moniz

 

Claire McAdams

Chief Financial Officer

 

Investor Relations

(408) 986-9888

 

(530) 265-9899

 

 

 

 

 

 

 

INTEVAC ANNOUNCES SECOND QUARTER 2019 FINANCIAL RESULTS

 

Santa Clara, Calif.—July 29, 2019—Intevac, Inc. (Nasdaq: IVAC) today reported financial results for the quarter and six months ended June 29, 2019.

 

Q2 Highlights

 

-

Photonics backlog grew to $43.4   million at quarter-end, and has since increased to approximately $83   million with receipt of new record order

 

-

Photonics revenues of over $9   million, highest level since mid-2017

 

-

Shipped VERTEX Spectra™ evaluation system to leading display cover glass manufacturer

 

-

Finalized agreement to ship INTEVAC MATRIX® PVD evaluation system to leading outsourced semiconductor assembly and test (“OSAT”) manufacturer in the advanced semiconductor packaging market

 

-

ENERG i ® customer requested accelerated deliveries of remaining tools in backlog

 

-

Revenues exceeded guidance primarily as a result of accelerated timing of hard disk drive (“HDD”) media upgrades into the first half of the year

 

-

Two new independent directors, Dotty Hayes and Michele Klein, appointed to the Board

 

“The second quarter of 2019 was an important period of progress toward our growth and profitability objectives,” commented Wendell Blonigan, president and chief executive officer. “We delivered financial results that exceeded our forecast, with a strong quarter-over-quarter rebound in Photonics revenues and a pull-in of technology upgrades in our HDD media business. The rebound in Photonics revenues is being driven primarily by the IVAS contract award announced last December, which has since expanded in scope – to total $31.5   million – the largest Photonics award on record until this month. Earlier in July, we announced a new record order in Photonics, a $40   million award for multi-year night-vision camera deliveries in support of the U.S. Government. These record orders in Photonics support the continued growth trajectory for this business as well as demonstrate the key enabling role served by our digital night-vision technology.

 

“We also made significant progress during the quarter in our Thin-film Equipment (“TFE”) growth initiatives, finalizing evaluation agreements for both the VERTEX Spectra in the display cover glass market, and the INTEVAC MATRIX PVD system for advanced semiconductor packaging. The Spectra shipped in June, has now been installed, and we expect it will be quickly qualified for decorative back-cover glass applications by a leading display cover glass manufacturer. The MATRIX is scheduled to ship in the fourth quarter to a leading OSAT manufacturer, where we expect it will demonstrate the compelling technological and cost-of-ownership benefits of our platform. We are also ahead of schedule to ship the five ENERG i solar ion implant systems in the third quarter. Our positive results and progress during the second quarter support our objectives for revenue growth and profitability going forward,” added Mr. Blonigan. “Finally, in the second quarter we were pleased to announce the appointment of two new directors to our Board. Ms. Hayes and Ms. Klein bring a strong combination of company leadership, financial expertise and industry experience, and we look forward to their contributions to our Board.”

 

 


($ Millions, except per share amounts)

 

Q2 2019

 

 

Q2 2018

 

 

 

GAAP Results

 

 

Non-GAAP Results

 

 

GAAP Results

 

 

Non-GAAP Results

 

Net Revenues

 

$

22.3

 

 

$

22.3

 

 

$

26.1

 

 

$

26.1

 

Operating Income (Loss)

 

$

(0.9

)

 

$

(0.9

)

 

$

0.1

 

 

$

0.1

 

Net Loss

 

$

(1.2

)

 

$

(1.2

)

 

$

(0.2

)

 

$

(0.2

)

Net Loss per Share

 

$

(0.05

)

 

$

(0.05

)

 

$

(0.01

)

 

$

(0.01

)

 

  

 

Six Months Ended

 

 

Six Months Ended

 

 

 

June 29, 2019

 

 

June 30, 2018

 

 

 

GAAP Results

 

 

Non-GAAP Results

 

 

GAAP Results

 

 

Non-GAAP Results

 

Net Revenues

 

$

47.1

 

 

$

47.1

 

 

$

44.1

 

 

$

44.1

 

Operating Loss

 

$

(2.9

)

 

$

(2.9

)

 

$

(5.1

)

 

$

(5.0

)

Net Loss

 

$

(3.6

)

 

$

(3.6

)

 

$

(5.3

)

 

$

(5.2

)

Net Loss per Share

 

$

(0.16

)

 

$

(0.16

)

 

$

(0.24

)

 

$

(0.23

)

 

Intevac’s non-GAAP adjusted results exclude the impact of the following, where applicable: (1) changes in fair value of contingent consideration liabilities associated with business combinations; and (2) restructuring charges. 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.

 

Second Quarter 2019 Summary

 

The net loss for the quarter was $1.2   million, or $0.05   per diluted share, compared to a net loss of $167,000, or $0.01   per diluted share, in the second quarter of 2018. The non-GAAP net loss was $1.2 million or $0.05   per diluted share, compared to the second-quarter 2018 non-GAAP net loss of $158,000 or $0.01   per diluted share.

 

Revenues were $22.3   million, including $13.3   million of TFE revenues and $9.1 million of Photonics revenues. TFE revenues consisted of one 200   Lean HDD system, upgrades, spares and service. Photonics revenues consisted of $5.1   million of research and development contracts and $4.0   million of product sales. In the second quarter of 2018, revenues were $26.1   million, including $20.8   million of TFE revenues, which consisted of two 200   Lean HDD systems, upgrades, spares and service, and Photonics revenues of $5.3   million, which included $2.5   million of product sales and $2.8   million of research and development contracts.

 

TFE gross margin was 38.9% compared to 41.7% in the second quarter of 2018 and 31.5% in the first quarter of 2019. The decline from the second quarter of 2018 was primarily due to lower revenues and lower factory absorption, while the increase from the first quarter of 2019 was primarily due to more favorable product mix.

 

Photonics gross margin was 35.4% compared to 20.4% in the second quarter of 2018 and 21.5% in the first quarter of 2019. The improvement from the second quarter of 2018 and the first quarter of 2019 was primarily due to higher revenue levels and improved margins on both product sales and research and development contracts. Consolidated gross margin was 37.5%, compared to 37.4% in the second quarter of 2018 and 29.2% in the first quarter of 2019.

 

R&D and SG&A expenses were $9.3   million, compared to $9.7   million in the second quarter of 2018 and $9.2   million in the first quarter of 2019.

 

Order backlog totaled $93.7   million on June   29,   2019, compared to $102.6   million on March  3 0,   2019 and $64.6   million on June   30,   2018. Backlog at June   29,   2019 included four 200   Lean HDD systems and five ENERG i solar ion implant systems. Backlog at March  3 0,   2019 included five 200   Lean HDD systems and five ENERG i solar ion implant systems. Backlog at June   30,   2018 included three 200   Lean HDD systems and twelve ENERG i solar ion implant systems.

 

The Company ended the quarter with $40.5   million of total cash, restricted cash and investments and $87.8   million in tangible book value, defined as total stockholders’ equity, less intangible assets.


First Six Months 201 9 Summary

 

The net loss was $3.6   million, or $0.16   per diluted share, compared to a net loss of $5.3   million, or $0.24   per diluted share, for the first six months of 2018. The non-GAAP net loss was $3.6   million or $0.16   per diluted share, compared to the first-half 2018 non-GAAP net loss of $5.2   million or $0.23   per diluted share.

 

Revenues were $47.1   million, including $32.2   million of TFE revenues and $14.9 million of Photonics revenues, compared to first-half 2018 revenues of $44.1   million, which included $33.6   million of TFE revenues and $10.4   million of Photonics revenues.

 

TFE gross margin was 34.6%, a decline compared to 39.4% in the first six months of 2018, as a result of lower revenues and less favorable product mix. Photonics gross margin was 29.9% compared to 13.4% in the first six months of 2018. The improvement from the first half of 2018 was primarily due to higher revenue levels and improved margins on both product sales and research and development contracts. Consolidated gross margin was 33.1%, compared to 33.2% in the first six months of 2018.

 

R&D and SG&A expenses were $18.5   million compared to $19.7   million in the first six months of 2018. The lower level of expenses reflects lower spending on development costs.

 

Use of Non-GAAP Financial Measures

 

Intevac's non-GAAP results exclude the impact of the following, where applicable: changes in fair value of contingent consideration liabilities associated with business combinations and restructuring. 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 Company’s 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 Company’s business from the same perspective as the Company’s management and facilitate comparisons of this period’s 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. PDT (4:30 p.m. EDT). To participate in the teleconference, please call toll-free (877) 334-0811 prior to the start time. For international callers, the dial-in number is (408) 427-3734. You may also listen live via the Internet at the Company's website, www.intevac.com, under the Investors link, or at www.earnings.com. For those unable to attend, these web sites will host an archive of the call. Additionally, a telephone replay of the call will be available for 48 hours beginning today at 7:30 p.m. EDT. You may access the replay by calling (855) 859-2056 or, for international callers, (404) 537-3406, and providing Conference ID 9965957 .

 

About Intevac

 

Intevac was founded in 1991 and has two businesses: Thin-Film Equipment and Photonics.

 

In our Thin-film Equipment business, we are a leader in the design and development of high-productivity, thin-film processing systems. Our production-proven platforms are designed for high-volume manufacturing of substrates with precise thin film properties, such as the hard drive media, display cover panel, and solar photovoltaic markets we serve currently.

 

In our Photonics business, we are a recognized leading developer of advanced high-sensitivity digital sensors, cameras and systems that primarily serve the defense industry. We are the provider of integrated digital imaging systems for most U.S. military night vision programs.

 

For more information call 408-986-9888, or visit the Company's website at www.intevac.com .

 


200   Lean ® , INTEVAC MATRIX ® , INTEVAC VERTEX ® , oDLC ® and ENERG i ® are registered trademarks and VERTEX S pectra is a trademark o f 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: customer adoption of our products, timing of shipments in TFE, future revenue growth potential for Photonics, and the future financial performance of Intevac, such as achieving growth and profitability. The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from the Company’s expectations. These risks include, but are not limited to: technology risk and challenges achieving customer adoption and revenue recognition in Thin-film Equipment markets and delays in Photonics programs, each of which could have a material impact on our business, our financial results, and the Company's stock price. These risks and other factors are detailed in the Company’s periodic filings with the U.S. Securities and Exchange Commission.


INTEVAC, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share amounts)

 

 

Three months ended

 

 

Six months ended

 

 

 

June 29,

2019

 

 

June 30,

2018

 

 

June 29,

2019

 

 

June 30,

2018

 

Net revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TFE

 

$

13,264

 

 

$

20,848

 

 

$

32,209

 

 

$

33,637

 

Photonics

 

 

9,050

 

 

 

5,250

 

 

 

14,932

 

 

 

10,435

 

Total net revenues

 

 

22,314

 

 

 

26,098

 

 

 

47,141

 

 

 

44,072

 

Gross profit

 

 

8,357

 

 

 

9,761

 

 

 

15,597

 

 

 

14,636

 

Gross margin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TFE

 

 

38.9

%

 

 

41.7

%

 

 

34.6

%

 

 

39.4

%

Photonics

 

 

35.4

%

 

 

20.4

%

 

 

29.9

%

 

 

13.4

%

Consolidated

 

 

37.5

%

 

 

37.4

%

 

 

33.1

%

 

 

33.2

%

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

3,431

 

 

 

4,984

 

 

 

7,417

 

 

 

9,151

 

Selling, general and administrative

 

 

5,854

 

 

 

4,703

 

 

 

11,098

 

 

 

10,533

 

Acquisition-related 1

 

 

 

 

 

9

 

 

 

7

 

 

 

8

 

Total operating expenses

 

 

9,285

 

 

 

9,696

 

 

 

18,522

 

 

 

19,692

 

Total operating income (loss)

 

 

(928

)

 

 

65

 

 

 

(2,925

)

 

 

(5,056

)

Income (loss) from operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TFE

 

 

(1,291

)

 

 

1,220

 

 

 

(1,892

)

 

 

(1,289

)

Photonics

 

 

1,487

 

 

 

(444

)

 

 

846

 

 

 

(1,654

)

Corporate

 

 

(1,124

)

 

 

(711

)

 

 

(1,879

)

 

 

(2,113

)

Total operating income (loss)

 

 

(928

)

 

 

65

 

 

 

(2,925

)

 

 

(5,056

)

Interest and other income (expense)

 

 

163

 

 

 

133

 

 

 

322

 

 

 

278

 

Income (loss) before income taxes

 

 

(765

)

 

 

198

 

 

 

(2,603

)

 

 

(4,778

)

Provision for income taxes

 

 

417

 

 

 

365

 

 

 

971

 

 

 

525

 

Net loss

 

$

(1,182

)

 

$

(167

)

 

$

(3,574

)

 

$

(5,303

)

Net loss per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.05

)

 

$

(0.01

)

 

$

(0.16

)

 

$

(0.24

)

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

22,991

 

 

 

22,461

 

 

 

22,923

 

 

 

22,284

 

 

1

Results for all periods presented include changes in fair value of contingent consideration obligations associated with the Solar Implant Technology (SIT) acquisition in 2010.


INTEVAC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)

 

 

June 29,

2019

 

 

December 29,

2018

 

 

 

(Unaudited)

 

 

(see Note)

 

ASSETS

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash, cash equivalents and short-term investments

 

$

36,842

 

 

$

34,791

 

Accounts receivable, net

 

 

18,317

 

 

 

27,717

 

Inventories

 

 

32,590

 

 

 

30,597

 

Prepaid expenses and other current assets

 

 

1,997

 

 

 

2,528

 

Total current assets

 

 

89,746

 

 

 

95,633

 

Long-term investments

 

 

2,437

 

 

 

4,372

 

Restricted cash

 

 

1,255

 

 

 

1,169

 

Property, plant and equipment, net

 

 

11,055

 

 

 

11,198

 

Operating lease right-of-use-assets

 

 

10,503

 

 

 

 

Intangible assets, net

 

 

581

 

 

 

889

 

Deferred income tax and other long-term assets

 

 

8,302

 

 

 

8,809

 

Total assets

 

$

123,879

 

 

$

122,070

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Current operating lease liabilities

 

$

2,486

 

 

$

 

Accounts payable

 

 

5,708

 

 

 

6,053

 

Accrued payroll and related liabilities

 

 

5,221

 

 

 

4,689

 

Other accrued liabilities

 

 

4,100

 

 

 

4,952

 

Customer advances

 

 

7,916

 

 

 

14,314

 

Total current liabilities

 

 

25,431

 

 

 

30,008

 

Non-current liabilities

 

 

 

 

 

 

 

 

Non-current operating lease liabilities

 

 

9,925

 

 

 

 

Other long-term liabilities

 

 

176

 

 

 

2,438

 

Total non-current liabilities

 

 

10,101

 

 

 

2,438

 

Stockholders’ equity

 

 

 

 

 

 

 

 

Common stock ($0.001 par value)

 

 

23

 

 

 

23

 

Additional paid in capital

 

 

185,466

 

 

 

183,204

 

Treasury stock, at cost

 

 

(29,089

)

 

 

(29,047

)

Accumulated other comprehensive income

 

 

455

 

 

 

378

 

Accumulated deficit

 

 

(68,508

)

 

 

(64,934

)

Total stockholders’ equity

 

 

88,347

 

 

 

89,624

 

Total liabilities and stockholders’ equity

 

$

123,879

 

 

$

122,070

 

 

Note: Amounts as of December   29,   2018 are derived from the December   29,   2018 audited consolidated financial statements.


INTEVAC, INC.

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(Unaudited, in thousands, except per share amounts)

 

  

 

Three months ended

 

 

Six months ended

 

 

 

June 29,

2019

 

 

June 30,

2018

 

 

June 29,

2019

 

 

June 30,

2018

 

Non-GAAP Income (Loss) from Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported operating income (loss) (GAAP basis)

 

$

(928

)

 

$

65

 

 

$

(2,925

)

 

$

(5,056

)

Change in fair value of contingent consideration obligations 1

 

 

 

 

 

9

 

 

 

7

 

 

 

8

 

Restructuring charges 2

 

 

 

 

 

 

 

 

 

 

 

95

 

Non-GAAP Operating Income (Loss)

 

$

(928

)

 

$

74

 

 

$

(2,918

)

 

$

(4,953

)

Non-GAAP Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported net loss (GAAP basis)

 

$

(1,182

)

 

$

(167

)

 

$

(3,574

)

 

$

(5,303

)

Change in fair value of contingent consideration obligations 1

 

 

 

 

 

9

 

 

 

7

 

 

 

8

 

Restructuring charges 2

 

 

 

 

 

 

 

 

 

 

 

95

 

Non-GAAP Net Loss

 

$

(1,182

)

 

$

(158

)

 

$

(3,567

)

 

$

(5,200

)

Non-GAAP Net Loss Per Diluted Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported net loss per diluted share (GAAP basis)

 

$

(0.05

)

 

$

(0.01

)

 

$

(0.16

)

 

$

(0.24

)

Change in fair value of contingent consideration obligations 1

 

$

 

 

$

 

 

$

 

 

$

 

Restructuring charges 2

 

$

 

 

$

 

 

$

 

 

$

 

Non-GAAP Net Loss Per Diluted Share

 

$

(0.05

)

 

$

(0.01

)

 

$

(0.16

)

 

$

(0.23

)

Weighted average number of diluted shares

 

 

22,991

 

 

 

22,461

 

 

 

22,923

 

 

 

22,284

 

 

1

Results for all periods presented include changes in fair value of contingent consideration obligations associated with the Solar Implant Technology (SIT) acquisition in 2010.

2

Results for the six months ended June 30, 2018 include severance and other employee-related costs related to a restructuring program.