☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware |
94-3125814 | |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
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 |
Large accelerated filer |
☐ |
Accelerated filer |
☒ | |||
Non-accelerated filer |
☐ |
Smaller reporting company |
☒ | |||
Emerging growth company | ☐ |
Item 1. |
Financial Statements |
July 2, 2022 |
January 1, 2022 |
|||||||
(Unaudited) |
||||||||
(In thousands, except par value) |
||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 53,669 | $ | 102,728 | ||||
Short-term investments |
31,168 | 10,221 | ||||||
Trade and other accounts receivable, net of allowances of $0 at both July 2, 2022 and January 1, 2022 |
30,321 | 14,261 | ||||||
Inventories |
11,771 | 5,791 | ||||||
Prepaid expenses and other current assets |
1,532 | 1,827 | ||||||
Total current assets |
128,461 | 134,828 | ||||||
Long-term investments |
24,565 | 7,427 | ||||||
Restricted cash |
786 | 786 | ||||||
Property, plant and equipment, net |
3,311 | 4,759 | ||||||
Operating lease right-of-use-assets |
3,510 | 4,520 | ||||||
Deferred income taxes and other long-term assets |
5,018 | 5,449 | ||||||
Total assets |
$ | 165,651 | $ | 157,769 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities: |
||||||||
Current operating lease liabilities |
$ | 3,199 | $ | 3,119 | ||||
Accounts payable |
3,609 | 5,320 | ||||||
Accrued payroll and related liabilities |
3,542 | 5,505 | ||||||
Other accrued liabilities |
3,042 | 3,665 | ||||||
Customer advances |
24,760 | 2,107 | ||||||
Total current liabilities |
38,152 | 19,716 | ||||||
Noncurrent liabilities: |
||||||||
Noncurrent operating lease liabilities |
2,102 | 3,675 | ||||||
Other long-term liabilities |
237 | 363 | ||||||
Total noncurrent liabilities |
2,339 | 4,038 | ||||||
Stockholders’ equity: |
||||||||
Common stock, $0.001 par value |
25 | 25 | ||||||
Additional paid-in capital |
201,478 | 199,073 | ||||||
Treasury stock, 5,087 shares at both July 2, 2022 and at January 1, 2022 |
(29,551 | ) | (29,551 | ) | ||||
Accumulated other comprehensive income (loss) |
(9 | ) | 578 | |||||
Accumulated deficit |
(46,783 | ) | (36,110 | ) | ||||
Total stockholders’ equity |
125,160 | 134,015 | ||||||
Total liabilities and stockholders’ equity |
$ | 165,651 | $ | 157,769 | ||||
Three Months Ended |
Six Months Ended |
|||||||||||||||
July 2, 2022 |
July 3, 2021 |
July 2, 2022 |
July 3, 2021 |
|||||||||||||
(Unaudited) |
||||||||||||||||
(In thousands, except per share amounts) |
||||||||||||||||
Net revenues |
$ | 9,307 | $ | 5,369 | $ | 13,752 | $ | 14,607 | ||||||||
Cost of net revenues |
4,820 | 4,363 | 8,543 | 11,467 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Gross profit |
4,487 | 1,006 | 5,209 | 3,140 | ||||||||||||
Operating expenses: |
||||||||||||||||
Research and development |
2,868 | 3,118 | 7,028 | 6,483 | ||||||||||||
Selling, general and administrative |
4,016 | 4,197 | 8,265 | 8,531 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
6,884 | 7,315 | 15,293 | 15,014 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations |
(2,397 | ) | (6,309 | ) | (10,084 | ) | (11,874 | ) | ||||||||
Interest income and other income (expense), net |
317 | 20 | 310 | 50 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from continuing operations before provision for (benefit from) income taxes |
(2,080 | ) | (6,289 | ) | (9,774 | ) | (11,824 | ) | ||||||||
Provision for (benefit from) income taxes |
500 | (165 | ) | 526 | (132 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss from continuing operations, net of taxes |
(2,580 | ) | (6,124 | ) | (10,300 | ) | (11,692 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss from discontinued operations, net of taxes |
(238 | ) | (2 | ) | (373 | ) | (938 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ | (2,818 | ) | $ | (6,126 | ) | $ | (10,673 | ) | $ | (12,630 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Net loss per share: |
||||||||||||||||
Basic and diluted – continuing operations |
$ | (0.10 | ) | $ | (0.25 | ) | $ | (0.41 | ) | $ | (0.48 | ) | ||||
Basic and diluted – discontinued operations |
$ | (0.01 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.04 | ) | ||||
Basic and diluted – net loss |
$ | (0.11 | ) | $ | (0.25 | ) | $ | (0.43 | ) | $ | (0.52 | ) | ||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic and diluted |
25,141 | 24,241 | 24,970 | 24,137 |
Three Months Ended |
Six Months Ended |
|||||||||||||||
July 2, 2022 |
July 3, 2021 |
July 2, 2022 |
July 3, 2021 |
|||||||||||||
(Unaudited) |
||||||||||||||||
(In thousands) |
||||||||||||||||
Net loss |
$ | (2,818 | ) | $ | (6,126 | ) | $ | (10,673 | ) | $ | (12,630 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive income (loss), before tax: |
||||||||||||||||
Change in unrealized net gain (loss) on available-for-sale |
(161 | ) | (9 | ) | (335 | ) | (29 | ) | ||||||||
Foreign currency translation gains (losses) |
(219 | ) | 28 | (252 | ) | (40 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive income (loss), before tax |
(380 | ) | 19 | (587 | ) | (69 | ) | |||||||||
Income taxes related to items in other comprehensive income (loss) |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive income (loss), net of tax |
(380 | ) | 19 | (587 | ) | (69 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Comprehensive loss |
$ | (3,198 | ) | $ | (6,107 | ) | $ | (11,260 | ) | $ | (12,699 | ) | ||||
|
|
|
|
|
|
|
|
Six months ended |
||||||||
July 2, 2022 |
July 3, 2021 |
|||||||
(Unaudited) |
||||||||
(In thousands) |
||||||||
Operating activities |
||||||||
Net loss |
$ | (10,673 | ) | $ | (12,630 | ) | ||
Adjustments to reconcile net loss to net cash and cash equivalents provided by (used in) operating activities: |
||||||||
Depreciation and amortization |
776 | 1,686 | ||||||
Net amortization (accretion) of investment premiums and discounts |
(20 | ) | 62 | |||||
Equity-based compensation |
489 | 1,987 | ||||||
Straight-line rent adjustment and amortization of lease incentives |
(483 | ) | (231 | ) | ||||
Deferred income taxes |
345 | (202 | ) | |||||
Loss on disposal of equipment |
1,453 | — | ||||||
Changes in operating assets and liabilities |
(3,322 | ) | 12,692 | |||||
|
|
|
|
|||||
Total adjustments |
(762 | ) | 15,994 | |||||
|
|
|
|
|||||
Net cash and cash equivalents provided by (used in) operating activities |
(11,435 | ) | 3,364 | |||||
Investing activities |
||||||||
Purchases of investments |
(45,663 | ) | (10,163 | ) | ||||
Proceeds from sales and maturities of investments |
7,263 | 9,815 | ||||||
Purchases of leasehold improvements and equipment |
(888 | ) | (365 | ) | ||||
|
|
|
|
|||||
Net cash and cash equivalents used in investing activities |
(39,288 | ) | (713 | ) | ||||
Financing activities |
||||||||
Net proceeds from issuance of common stock |
2,211 | 1,436 | ||||||
Taxes paid related to net share settlement |
(295 | ) | (532 | ) | ||||
|
|
|
|
|||||
Net cash and cash equivalents provided by financing activities |
1,916 | 904 | ||||||
Effect of exchange rate changes on cash and cash equivalents |
(252 | ) | (40 | ) | ||||
|
|
|
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
(49,059 | ) | 3,515 | |||||
Cash, cash equivalents and restricted cash at beginning of period |
103,514 | 30,128 | ||||||
|
|
|
|
|||||
Cash, cash equivalents and restricted cash at end of period |
$ | 54,455 | $ | 33,643 | ||||
|
|
|
|
|||||
Non-cash investing and financing activity |
||||||||
Additions to right-of-use-assets |
$ | 94 | $ | — | ||||
|
|
|
|
1. |
Description of Business and Basis of Presentation |
2. |
Divestiture and Discontinued Operations |
Three Months Ended |
Six Months Ended |
|||||||||||||||
July 2, 2022 |
July 3, 2021 |
July 2, 2022 |
July 3, 2021 |
|||||||||||||
(In thousands) |
||||||||||||||||
Net revenues: |
||||||||||||||||
Systems and components |
$ | — | $ | 5,282 | $ | — | $ | 9,103 | ||||||||
Technology development |
— | 3,162 | — | 6,344 | ||||||||||||
Total net revenues |
— | 8,444 | — | 15,447 | ||||||||||||
Cost of net revenues: |
||||||||||||||||
Systems and components |
— | 4,261 | — | 7,121 | ||||||||||||
Technology development |
— | 2,081 | — | 5,304 | ||||||||||||
Total cost of net revenues |
— | 6,342 | — | 12,425 | ||||||||||||
Gross profit |
— | 2,102 | — | 3,022 | ||||||||||||
Operating expenses: |
||||||||||||||||
Research and development |
— | 776 | — | 1,036 | ||||||||||||
Selling, general and administrative |
238 | 1,328 | 373 | 2,924 | ||||||||||||
Total operating expenses |
238 | 2,104 | 373 | 3,960 | ||||||||||||
Operating loss – discontinued operations |
(238 | ) | (2 | ) | (373 | ) | (938 | ) | ||||||||
Other income (expense) – discontinued operations |
— | — | — | — | ||||||||||||
Loss from discontinued operations before provision for income taxes |
(238 | ) | (2 | ) | (373 | ) | (938 | ) | ||||||||
Provision for income taxes |
— | — | — | — | ||||||||||||
Net loss from discontinued operations, net of taxes |
$ | (238 | ) | $ | (2 | ) | $ | (373 | ) | $ | (938 | ) | ||||
Three Months Ended |
Six Months Ended |
|||||||||||||||
July 2, 2022 |
July 3, 2021 |
July 2, 2022 |
July 3, 2021 |
|||||||||||||
1 |
1 |
|||||||||||||||
(In thousands) |
||||||||||||||||
Depreciation and amortization |
$ | — | $ | 375 | $ | — | $ | 661 | ||||||||
Equity-based compensation |
$ | 39 | $ | 247 | $ | (291 | ) | $ | 518 | |||||||
Purchase of leasehold improvements and equipment |
$ | — | $ | 76 | $ | — | $ | 149 |
3. |
Revenue |
Three Months Ended July 2, 2022 |
Three Months Ended July 3, 2021 | |||||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||
HDD |
DCP |
PV |
Total |
HDD |
DCP |
PV |
Total |
|||||||||||||||||||||||||
Systems, upgrades and spare parts |
$ | 7,756 | $ | 1 | $ | 82 | $ | 7,839 | $ | 3,955 | $ | 3 | $ | 47 | $ | 4,005 | ||||||||||||||||
Field service |
1,421 | 43 | 4 | 1,468 | 1,364 | — | — | 1,364 | ||||||||||||||||||||||||
Total net revenues |
$ | 9,177 | $ | 44 | $ | 86 | $ | 9,307 | $ | 5,319 | $ | 3 | $ | 47 | $ | 5,369 | ||||||||||||||||
Six Months Ended July 2, 2022 |
Six Months Ended July 3, 2021 |
|||||||||||||||||||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||||||||||||||
HDD |
DCP |
PV |
Total |
HDD |
DCP |
PV |
ASP |
Total |
||||||||||||||||||||||||||||
Systems, upgrades and spare parts |
$ | 10,879 | $ | 1 | $ | 135 | $ | 11,015 | $ | 7,539 | $ | 3 | $ | 158 | $ | 3,850 | $ | 11,550 | ||||||||||||||||||
Field service |
2,684 | 43 | 10 | 2,737 | 3,001 | 14 | 42 | — | 3,057 | |||||||||||||||||||||||||||
Total net revenues |
$ | 13,563 | $ | 44 | $ | 145 | $ | 13,752 | $ | 10,540 | $ | 17 | $ | 200 | $ | 3,850 | $ | 14,607 | ||||||||||||||||||
Three Months Ended |
Six Months Ended |
|||||||||||||||
July 2, 2022 |
July 3, 2021 |
July 2, 2022 |
July 3, 2021 |
|||||||||||||
(In thousands) |
||||||||||||||||
United States |
$ | 1,656 | $ | 2,121 | $ | 1,950 | $ | 2,488 | ||||||||
Asia |
7,651 | 3,248 | 11,802 | 8,269 | ||||||||||||
Europe |
— | — | — | 3,850 | ||||||||||||
Total net revenues |
$ | 9,307 | $ | 5,369 | $ | 13,752 | $ | 14,607 | ||||||||
Three Months Ended |
Six Months Ended |
|||||||||||||||
July 2, 2022 |
July 3, 2021 |
July 2, 2022 |
July 3, 2021 |
|||||||||||||
(In thousands) |
||||||||||||||||
Products transferred at a point in time |
$ | 9,307 | $ | 5,369 | $ | 13,752 | $ | 14,607 | ||||||||
Products and services transferred over time |
— | — | — | — | ||||||||||||
Total net revenues |
$ | 9,307 | $ | 5,369 | $ | 13,752 | $ | 14,607 | ||||||||
July 2, 2022 |
January 1, 2022 |
Six Months Change |
||||||||||
(In thousands) |
||||||||||||
Contract assets: |
||||||||||||
Accounts receivable, unbilled |
$ | — | $ | 99 | $ | (99 | ) | |||||
Contract liabilities: |
||||||||||||
Deferred revenue |
$ | 129 | $ | 65 | $ | 64 | ||||||
Customer advances |
24,760 | 2,107 | 22,653 | |||||||||
$ | 24,889 | $ | 2,172 | $ | 22,717 | |||||||
4. |
Inventories |
July 2, 2022 |
January 1, 2022 |
|||||||
(In thousands) |
||||||||
Raw materials |
$ | 6,728 | $ | 5,323 | ||||
Work-in-progress |
5,043 | 468 | ||||||
$ | 11,771 | $ | 5,791 | |||||
5. |
Equity-Based Compensation |
Three Months Ended |
Six Months Ended |
|||||||||||||||
July 2, 2022 |
July 3, 2021 |
July 2, 2022 |
July 3, 2021 |
|||||||||||||
(In thousands) |
||||||||||||||||
Equity-based compensation by type of award: |
||||||||||||||||
Stock options |
$ | 8 | $ | 57 | $ | (163 | ) | $ | 132 | |||||||
RSUs |
1,295 | 656 | 567 | 1,200 | ||||||||||||
ESPP purchase rights |
222 | 306 | 85 | 655 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total equity-based compensation |
$ | 1,525 | $ | 1,019 | $ | 489 | $ | 1,987 | ||||||||
|
|
|
|
|
|
|
|
(a) | A reversal of $1.3 million in equity-based compensation expense related to forfeitures of awards due to our reduction in workforce and a $37,000 benefit related to the modification of certain stock-based awards for the six months ended July 2, 2022. (See Note |
(b) | Equity-based compensation reported in discontinued operations of $39,000 and ($291,000) for the three and six months ended July |
Shares |
Weighted-Average Exercise Price |
|||||||
Options outstanding at January 1, 2022 |
1,457,587 | $ | 6.55 | |||||
Options cancelled and forfeited |
(550,332 | ) | $ | 7.31 | ||||
Options exercised |
(313,000 | ) | $ | 4.83 | ||||
|
|
|||||||
Options outstanding at July 2, 2022 |
594,255 | $ | 6.76 | |||||
|
|
|||||||
Options exercisable at July 2, 2022 |
564,979 | $ | 6.82 | |||||
|
|
Six Months Ended |
||||||||
July 2, 2022 |
July 3, 2021 |
|||||||
ESPP Purchase Rights: |
||||||||
Weighted-average fair value of grants per share |
$ | 1.85 | $ | 2.69 | ||||
Expected volatility |
60.36 | % | 58.56 | % | ||||
Risk-free interest rate |
0.98 | % | 0.08 | % | ||||
Expected term of purchase rights (in years) |
1.2 | 1.0 | ||||||
Dividend yield |
None | None |
Shares |
Weighted-Average Grant Date Fair Value |
|||||||
Non-vested RSUs at January 1, 2022 |
1,033,436 | $ | 5.59 | |||||
Granted |
1,756,267 | $ | 4.36 | |||||
Vested |
(211,889 | ) | $ | 5.47 | ||||
Cancelled and forfeited |
(533,199 | ) | $ | 5.65 | ||||
|
|
|||||||
Non-vested RSUs at July 2, 2022 |
2,044,615 | $ | 4.53 | |||||
|
|
Three Months Ended |
||||
July 2, 2022 |
||||
Weighted-average fair value of grants per share |
$ | 3.67 | ||
Expected volatility |
54.42 | % | ||
Risk-free interest rate |
2.82 | % | ||
Dividend yield |
None |
Three Months Ended |
||||
July 3, 2021 |
||||
Weighted-average fair value of grants per share |
$ | 7.65 | ||
Expected volatility |
56.26 | % | ||
Risk-free interest rate |
0.15 | % | ||
Dividend yield |
None |
6. |
Warranty |
Three Months Ended |
Six Months Ended |
|||||||||||||||
July 2, 2022 |
July 3, 2021 |
July 2, 2022 |
July 3, 2021 |
|||||||||||||
(In thousands) |
||||||||||||||||
Opening balance |
$ | 249 | $ | 590 | $ | 346 | $ | 480 | ||||||||
Expenditures incurred under warranties |
(54 | ) | (195 | ) | (225 | ) | (346 | ) | ||||||||
Expenditures incurred under warranties included in discontinued operations |
— | (22 | ) | — | (69 | ) | ||||||||||
Accruals for product warranties issued during the reporting period |
36 | 155 | 72 | 410 | ||||||||||||
Accruals for product warranties issued during the reporting period included in discontinued operations |
— | 43 | — | 63 | ||||||||||||
Adjustments to previously existing warranty accruals |
(17 | ) | (15 | ) | 21 | (25 | ) | |||||||||
Adjustments to previously existing warranty accruals included in discontinued operations |
— | 16 | — | 59 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Closing balance |
$ | 214 | $ | 572 | $ | 214 | $ | 572 | ||||||||
|
|
|
|
|
|
|
|
July 2 2022 |
January 1 2022 |
|||||||
(In thousands) |
||||||||
Other accrued liabilities |
$ | 199 | $ | 301 | ||||
Other long-term liabilities |
15 | 45 | ||||||
|
|
|
|
|||||
Total warranty provision |
$ | 214 | $ | 346 | ||||
|
|
|
|
7. |
Guarantees |
8. |
Cash, Cash Equivalents and Investments |
July 2, 2022 |
||||||||||||||||
Amortized Cost |
Unrealized Holding Gains |
Unrealized Holding Losses |
Fair Value |
|||||||||||||
(In thousands) |
||||||||||||||||
Cash and cash equivalents: |
||||||||||||||||
Cash |
$ | 46,732 | $ | — | $ | — | $ | 46,732 | ||||||||
Money market funds |
3,591 | — | — | 3,591 | ||||||||||||
Commercial paper |
3,348 | — | 2 | 3,346 | ||||||||||||
Total cash and cash equivalents |
$ | 53,671 | $ | — | $ | 2 | $ | 53,669 | ||||||||
Short-term investments: |
||||||||||||||||
Asset backed securities |
$ | 1,003 | $ | — | $ | 2 | $ | 1,001 | ||||||||
Certificates of deposit |
7,850 | — | 23 | 7,827 | ||||||||||||
Commercial paper |
14,586 | 2 | 37 | 14,551 | ||||||||||||
Corporate bonds and medium-term notes |
4,725 | — | 52 | 4,673 | ||||||||||||
Municipal bonds |
493 | — | 7 | 486 | ||||||||||||
U.S. treasury securities |
2,661 | — | 31 | 2,630 | ||||||||||||
Total short-term investments |
$ | 31,318 | $ | 2 | $ | 152 | $ | 31,168 | ||||||||
Long-term investments: |
||||||||||||||||
Asset backed securities |
$ | 9,876 | $ | — | $ | 80 | $ | 9,796 | ||||||||
Corporate bonds and medium-term notes |
5,204 | 7 | 32 | 5,179 | ||||||||||||
Municipal bonds |
1,212 | — | 9 | 1,203 | ||||||||||||
U.S. treasury and agency securities |
8,486 | — | 99 | 8,387 | ||||||||||||
Total long-term investments |
$ | 24,778 | $ | 7 | $ | 220 | $ | 24,565 | ||||||||
Total cash, cash equivalents, and investments |
$ | 109,767 | $ | 9 | $ | 374 | $ | 109,402 | ||||||||
January 1, 2022 |
||||||||||||||||
Amortized Cost |
Unrealized Holding Gains |
Unrealized Holding Losses |
Fair Value |
|||||||||||||
(In thousands) |
||||||||||||||||
Cash and cash equivalents: |
||||||||||||||||
Cash |
$ | 102,494 | $ | — | $ | — | $ | 102,494 | ||||||||
Money market funds |
234 | — | — | 234 | ||||||||||||
Total cash and cash equivalents |
$ | 102,728 | $ | — | $ | — | $ | 102,728 | ||||||||
Short-term investments: |
||||||||||||||||
Certificates of deposit |
$ | 4,300 | $ | — | $ | — | $ | 4,300 | ||||||||
Commercial paper |
400 | — | — | 400 | ||||||||||||
Corporate bonds and medium-term notes |
2,916 | — | 3 | 2,913 | ||||||||||||
Municipal bonds |
700 | — | — | 700 | ||||||||||||
U.S. treasury securities |
1,910 | — | 2 | 1,908 | ||||||||||||
Total short-term investments |
$ | 10,226 | $ | — | $ | 5 | $ | 10,221 | ||||||||
Long-term investments: |
||||||||||||||||
Asset backed securities |
$ | 2,040 | $ | — | $ | 3 | $ | 2,037 | ||||||||
Certificates of deposit |
500 | — | 3 | 497 | ||||||||||||
Corporate bonds and medium-term notes |
1,521 | — | 6 | 1,515 | ||||||||||||
Municipal bonds |
145 | — | 1 | 144 | ||||||||||||
U.S. treasury securities |
3,246 | — | 12 | 3,234 | ||||||||||||
Total long-term investments |
$ | 7,452 | $ | — | $ | 25 | $ | 7,427 | ||||||||
Total cash, cash equivalents, and investments |
$ | 120,406 | $ | — | $ | 30 | $ | 120,376 | ||||||||
Amortized Cost |
Fair Value |
|||||||
(In thousands) |
||||||||
Due in one year or less |
$ | 38,257 | $ | 38,105 | ||||
Due after one through five years |
24,778 | 24,565 | ||||||
$ | 63,035 | $ | 62,670 | |||||
July 2, 2022 |
||||||||||||||||
In Loss Position for Less than 12 Months |
In Loss Position for Greater than 12 Months |
|||||||||||||||
Fair Value |
Gross Unrealized Losses |
Fair Value |
Gross Unrealized Losses |
|||||||||||||
(In thousands) |
||||||||||||||||
Asset backed securities |
$ | 10,180 | $ | 82 | $ | — | $ | — | ||||||||
Certificates of deposit |
6,827 | 23 | — | — | ||||||||||||
Commercial paper |
15,932 | 39 | — | — | ||||||||||||
Corporate bonds and medium-term notes |
8,345 | 80 | 500 | 4 | ||||||||||||
Municipal bonds |
1,698 | 16 | — | — | ||||||||||||
U.S. treasury and agency securities |
11,017 | 130 | — | — | ||||||||||||
$ | 53,990 | $ | 370 | $ | 500 | $ | 4 | |||||||||
Fair Value Measurements at July 2, 2022 |
||||||||||||
Total |
Level 1 |
Level 2 |
||||||||||
(In thousands) |
||||||||||||
Recurring fair value measurements: |
||||||||||||
Investment securities |
||||||||||||
Money market funds |
$ | 3,591 | $ | 3,591 | $ | — | ||||||
U.S. treasury and agency securities |
11,017 | 7,521 | 3,496 | |||||||||
Asset backed securities |
10,797 | — | 10,797 | |||||||||
Certificates of deposit |
7,827 | — | 7,827 | |||||||||
Commercial paper |
17,897 | — | 17,897 | |||||||||
Corporate bonds and medium-term notes |
9,852 | — | 9,852 | |||||||||
Municipal bonds |
1,689 | — | 1,689 | |||||||||
|
|
|
|
|
|
|||||||
Total recurring fair value measurements |
$ | 62,670 | $ | 11,112 | $ | 51,558 | ||||||
|
|
|
|
|
|
Notional Amounts |
Derivative Liabilities |
Derivative Assets |
||||||||||||||||||||||
Derivative Instrument |
July 2, 2022 |
January 1, 2022 |
July 2, 2022 |
January 1, 2022 |
||||||||||||||||||||
Balance Sheet Line |
Fair Value |
Balance Sheet Line |
Fair Value |
|||||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||
Undesignated Hedges: |
||||||||||||||||||||||||
Forward Foreign Currency Contracts |
$ | 1,074 | $ |
815 | (b) |
$ | 11 | (a) |
$ | 14 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total Hedges |
$ | 1,074 | $ |
815 | $ | 11 | $ | 14 | ||||||||||||||||
|
|
|
|
|
|
|
|
(a) | Other current assets |
(b) | Other accrued liabilities |
Three Months Ended July 2, 2022 |
||||||||||||||||||||
Common Stock and Additional Paid-in Capital |
Treasury Stock |
Accumulated Other Comprehensive Income (Loss) |
Accumulated Deficit |
Total Stockholders’ Equity |
||||||||||||||||
Balance at April 2, 2022 |
$ | 198,960 | $ | (29,551 | ) | $ | 371 | $ | (43,965 | ) | $ | 125,815 | ||||||||
Common stock issued under employee plans |
1,178 | — | — | — | 1,178 | |||||||||||||||
Shares withheld for net share settlement of RSUs |
(160 | ) | — | — | — | (160 | ) | |||||||||||||
Equity-based compensation expense |
1,525 | — | — | — | 1,525 | |||||||||||||||
Net loss |
— | — | — | (2,818 | ) | (2,818 | ) | |||||||||||||
Other comprehensive loss |
— | — | (380 | ) | — | (380 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at July 2, 2022 |
$ | 201,503 | $ | (29,551 | ) | $ | (9 | ) | $ | (46,783 | ) | $ | 125,160 | |||||||
|
|
|
|
|
|
|
|
|
|
Six Months Ended July 2, 2022 |
||||||||||||||||||||
Common Stock and Additional Paid-in Capital |
Treasury Stock |
Accumulated Other Comprehensive Income (Loss) |
Accumulated Deficit |
Total Stockholders’ Equity |
||||||||||||||||
Balance at January 1, 2022 |
$ | 199,098 | $ | (29,551 | ) | $ | 578 | $ | (36,110 | ) | $ | 134,015 | ||||||||
Common stock issued under employee plans |
2,211 | — | — | — | 2,211 | |||||||||||||||
Shares withheld for net share settlement of RSUs |
(295 | ) | — | — | — | (295 | ) | |||||||||||||
Equity-based compensation expense |
489 | — | — | — | 489 | |||||||||||||||
Net loss |
— | — | — | (10,673 | ) | (10,673 | ) | |||||||||||||
Other comprehensive loss |
— | — | (587 | ) | — | (587 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at July 2, 2022 |
$ | 201,503 | $ | (29,551 | ) | $ | (9 | ) | $ | (46,783 | ) | $ | 125,160 | |||||||
|
|
|
|
|
|
|
|
|
|
Three Months Ended July 3, 2021 |
||||||||||||||||||||
Common Stock and Additional Paid-in Capital |
Treasury Stock |
Accumulated Other Comprehensive Income |
Accumulated Deficit |
Total Stockholders’ Equity |
||||||||||||||||
Balance at April 3, 2021 |
$ | 195,388 | $ | (29,551 | ) | $ | 552 | $ | (69,234 | ) | $ | 97,155 | ||||||||
Common stock issued under employee plans |
193 | — | — | — | 193 | |||||||||||||||
Shares withheld for net share settlement of RSUs |
(512 | ) | — | — | — | (512 | ) | |||||||||||||
Equity-based compensation expense |
1,019 | — | — | — | 1,019 | |||||||||||||||
Net loss |
— | — | — | (6,126 | ) | (6,126 | ) | |||||||||||||
Other comprehensive income |
— | — | 19 | — | 19 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at July 3, 2021 |
$ | 196,088 | $ | (29,551 | ) | $ | 571 | $ | (75,360 | ) | $ | 91,748 | ||||||||
|
|
|
|
|
|
|
|
|
|
Six Months Ended July 3, 2021 |
||||||||||||||||||||
Common Stock and Additional Paid-in Capital |
Treasury Stock |
Accumulated Other Comprehensive Income |
Accumulated Deficit |
Total Stockholders’ Equity |
||||||||||||||||
Balance at January 2, 2021 |
$ | 193,197 | $ | (29,551 | ) | $ | 640 | $ | (62,730 | ) | $ | 101,556 | ||||||||
Common stock issued under employee plans |
1,436 | — | — | — | 1,436 | |||||||||||||||
Shares withheld for net share settlement of RSUs |
(532 | ) | — | — | — | (532 | ) | |||||||||||||
Equity-based compensation expense |
1,987 | — | — | — | 1,987 | |||||||||||||||
Net loss |
— | — | — | (12,630 | ) | (12,630 | ) | |||||||||||||
Other comprehensive loss |
— | — | (69 | ) | — | (69 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at July 3, 2021 |
$ | 196,088 | $ | (29,551 | ) | $ | 571 | $ | (75,360 | ) | $ | 91,748 | ||||||||
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
Six Months Ended |
|||||||||||||||||||||||
July 2, 2022 |
||||||||||||||||||||||||
Foreign currency |
Unrealized holding gains (losses) on available-for-sale investments |
Total |
Foreign currency |
Unrealized holding gains (losses) on available-for-sale investments |
Total |
|||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||
Beginning balance |
$ | 575 | $ | (204 | ) | $ | 371 | $ | 608 | $ | (30 | ) | $ | 578 | ||||||||||
Other comprehensive loss before reclassification |
(219 | ) | (161 | ) | (380 | ) | (252 | ) | (335 | ) | (587 | ) | ||||||||||||
Amounts reclassified from other comprehensive loss |
— | — | — | — | — | — | ||||||||||||||||||
Net current-period other comprehensive loss |
(219 | ) | (161 | ) | (380 | ) | (252 | ) | (335 | ) | (587 | ) | ||||||||||||
Ending balance |
$ | 356 | $ | (365 | ) | $ | (9 | ) | $ | 356 | $ | (365 | ) | $ | (9 | ) | ||||||||
Three Months Ended |
Six Months Ended |
|||||||||||||||||||||||
July 3, 2021 |
||||||||||||||||||||||||
Foreign currency |
Unrealized holding gains (losses) on available-for-sale investments |
Total |
Foreign currency |
Unrealized holding gains (losses) on available-for-sale investments |
Total |
|||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||
Beginning balance |
$ | 534 | $ | 18 | $ | 552 | $ | 602 | $ | 38 | $ | 640 | ||||||||||||
Other comprehensive income (loss) before reclassification |
28 | (9 | ) | 19 | (40 | ) | (29 | ) | (69 | ) | ||||||||||||||
Amounts reclassified from other comprehensive income (loss) |
— | — | — | — | — | — | ||||||||||||||||||
Net current-period other comprehensive income (loss) |
28 | (9 | ) | 19 | (40 | ) | (29 | ) | (69 | ) | ||||||||||||||
Ending balance |
$ | 562 | $ | 9 | $ | 571 | $ | 562 | $ | 9 | $ | 571 | ||||||||||||
Three Months Ended |
Six Months Ended |
|||||||||||||||
July 2, 2022 |
July 3, 2021 |
July 2, 2022 |
July 3, 2021 |
|||||||||||||
(In thousands, except per share amounts) |
||||||||||||||||
Net loss from continuing operations |
$ | (2,580 | ) | $ | (6,124 | ) | $ | (10,300 | ) | $ | (11,692 | ) | ||||
Net loss from discontinued operations, net of taxes |
$ | (238 | ) | $ | (2 | ) | $ | (373 | ) | $ | (938 | ) | ||||
Net loss |
$ | (2,818 | ) | $ | (6,126 | ) | $ | (10,673 | ) | $ | (12,630 | ) | ||||
Weighted-average shares – basic |
25,141 | 24,241 | 24,970 | 24,137 | ||||||||||||
Effect of dilutive potential common shares |
— | — | — | — | ||||||||||||
Weighted-average shares – diluted |
25,141 | 24,241 | 24,970 | 24,137 | ||||||||||||
Basic and diluted net loss per share: |
||||||||||||||||
Continuing operations |
$ | (0.10 | ) | $ | (0.25 | ) | $ | (0.41 | ) | $ | (0.48 | ) | ||||
Discontinued operations |
$ | (0.01 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.04 | ) | ||||
Net loss per share |
$ | (0.11 | ) | $ | (0.25 | ) | $ | (0.43 | ) | $ | (0.52 | ) | ||||
Employee Termination Costs |
||||
(In thousands) |
||||
Balance at January 1, 2022 |
$ | — | ||
Provision for restructuring charges under the 2022 Cost Reduction Plan |
1,232 | |||
Cash payments made |
(757 | ) | ||
Non-cash utilization (a) |
37 | |||
Balance at April 2, 2022 |
512 | |||
Cash payments made |
(179 | ) | ||
Balance at July 2, 2022 (b) |
$ | 333 | ||
(a) | Acceleration of equity awards. |
(b) | Liability for employee termination costs is included in accrued payroll and related liabilities. |
Employee Termination Costs |
Other Exit Costs |
Total |
||||||||||
(In thousands) |
||||||||||||
Balance at January 1, 2022 |
$ | 358 | $ | 665 | $ | 1,023 | ||||||
Provision for restructuring charges associated with Photonics divestiture (a) |
112 | 2 | 114 | |||||||||
Cash payments made |
(137 | ) | (128 | ) | (265 | ) | ||||||
Non-cash utilization (b) |
(75 | ) | — | (75 | ) | |||||||
Balance at April 2, 2022 |
$ | 258 | $ | 539 | $ | 797 | ||||||
Provision for restructuring charges associated with Photonics divestiture (a) |
— | 4 | 4 | |||||||||
Cash payments made |
(90 | ) | (77 | ) | (167 | ) | ||||||
Balance at July 2, 2022 |
$ | 168 | (c) | $ | 466 | $ | 634 | |||||
(a) | Included in loss from discontinued operations (See Note 2). |
(b) | Acceleration of equity awards. |
(c) | Liability for employee termination costs is included in accrued payroll and related liabilities. |
Six Months Ended July 3, 2021 |
||||
(In thousands) |
||||
Beginning balance |
$ | — | ||
Provision for restructuring reserves |
43 | |||
Cash payments made |
(43 | ) | ||
Ending balance |
$ | — | ||
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Three months ended |
Six months ended |
|||||||||||||||||||||||
July 2, 2022 |
July 3, 2021 |
Change over prior period |
July 2, 2022 |
July 3, 2021 |
Change over prior period |
|||||||||||||||||||
(In thousands, except percentages and per share amounts) |
||||||||||||||||||||||||
Net revenues |
$ | 9,307 | $ | 5,369 | $ | 3,938 | $ | 13,752 | $ | 14,607 | $ | (855 | ) | |||||||||||
Gross profit |
$ | 4,487 | $ | 1,006 | $ | 3,481 | $ | 5,209 | $ | 3,140 | $ | 2,069 | ||||||||||||
Gross margin percent |
48.2 | % | 18.7 | % | 29 points | 37.9 | % | 21.5 | % | 16 points | ||||||||||||||
Loss from operations |
$ | (2,397 | ) | $ | (6,309 | ) | $ | 3,912 | $ | (10,084 | ) | $ | (11,874 | ) | $ | 1,790 | ||||||||
Loss from continuing operations |
$ | (2,580 | ) | $ | (6,124 | ) | $ | 3,544 | $ | (10,300 | ) | $ | (11,692 | ) | $ | 1,392 | ||||||||
Loss from discontinued operations |
$ | (238 | ) | $ | (2 | ) | $ | (236 | ) | $ | (373 | ) | $ | (938 | ) | $ | 565 | |||||||
Net loss |
$ | (2,818 | ) | $ | (6,126 | ) | $ | 3,308 | $ | (10,673 | ) | $ | (12,630 | ) | $ | 1,957 | ||||||||
Net loss per diluted share |
$ | (0.11 | ) | $ | (0.25 | ) | $ | 0.14 | $ | (0.43 | ) | $ | (0.52 | ) | $ | 0.09 |
Three months ended |
Six months ended |
|||||||||||||||||||||||
July 2, 2022 |
July 3, 2021 |
Change over prior period |
July 2, 2022 |
July 3, 2021 |
Change over prior period |
|||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||
Net revenues |
$ | 9,307 | $ | 5,369 | $ | 3,938 | $ | 13,752 | $ | 14,607 | $ | (855 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
July 2, 2022 |
January 1, 2022 |
July 3, 2021 |
||||||||||
(In thousands) |
||||||||||||
Backlog |
$ | 100,194 | $ | 24,725 | $ | 18,943 | ||||||
|
|
|
|
|
|
Three Months Ended |
Six Months Ended |
|||||||||||||||
July 2, 2022 |
July 3, 2021 |
July 2, 2022 |
July 3, 2021 |
|||||||||||||
(In thousands) |
||||||||||||||||
United States |
$ | 1,656 | $ | 2,121 | $ | 1,950 | $ | 2,488 | ||||||||
Asia |
7,651 | 3,248 | 11,802 | 8,269 | ||||||||||||
Europe |
— | — | — | 3,850 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total net revenues |
$ | 9,307 | $ | 5,369 | $ | 13,752 | $ | 14,607 | ||||||||
|
|
|
|
|
|
|
|
Three months ended |
Six months ended |
|||||||||||||||||||||||
July 2, 2022 |
July 3, 2021 |
Change over prior period |
July 2, 2022 |
July 3, 2021 |
Change over prior period |
|||||||||||||||||||
(In thousands, except percentages) |
||||||||||||||||||||||||
Gross profit |
$ | 4,487 | $ | 1,006 | $ | 3,481 | $ | 5,209 | $ | 3,140 | $ | 2,069 | ||||||||||||
% of net revenues |
48.2 | % | 18.7 | % | 37.9 | % | 21.5 | % |
Three months ended |
Six months ended |
|||||||||||||||||||||||
July 2, 2022 |
July 3, 2021 |
Change over prior period |
July 2, 2022 |
July 3, 2021 |
Change over prior period |
|||||||||||||||||||
1 |
||||||||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||
Research and development expense |
$ | 2,868 | $ | 3,118 | $ | (250 | ) | $ | 7,028 | $ | 6,483 | $ | 545 |
Three months ended |
Six months ended |
|||||||||||||||||||||||
July 2, 2022 |
July 3, 2021 |
Change over prior period |
July 2, 2022 |
July 3, 2021 |
Change over prior period |
|||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||
Selling, general and administrative expense |
$ | 4,016 | $ | 4,197 | $ | (181 | ) | $ | 8,265 | $ | 8,531 | $ | (266 | ) |
Three months ended |
Six months ended |
|||||||||||||||||||||||
July 2, 2022 |
July 3, 2021 |
Change over prior period |
July 2, 2022 |
July 3, 2021 |
Change over prior period |
|||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||
Interest income and other, income (expense), net |
$ | 317 | $ | 20 | $ | 297 | $ | 310 | $ | 50 | $ | 260 |
Three months ended |
Six months ended |
|||||||||||||||||||||||
July 2, 2022 |
July 3, 2021 |
Change over prior period |
July 2, 2022 |
July 3, 2021 |
Change over prior period |
|||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||
Provision for (benefit from) income taxes |
$ | 500 | $ | (165 | ) | $ | 665 | $ | 526 | $ | (132 | ) | $ | 658 |
Three months ended |
Six months ended |
|||||||||||||||||||||||
July 2, 2022 |
July 3, 2021 |
Change over prior period |
July 2, 2022 |
July 3, 2021 |
Change over prior period |
|||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||
Loss from discontinued operations, net of taxes |
$ | 238 | $ | 2 | $ | 236 | $ | 373 | $ | 938 | $ | (565 | ) |
July 2, 2022 |
January 1, 2022 |
|||||||
(In thousands) |
||||||||
Cash and cash equivalents |
$ | 53,669 | $ | 102,728 | ||||
Restricted cash |
786 | 786 | ||||||
Short-term investments |
31,168 | 10,221 | ||||||
Long-term investments |
24,565 | 7,427 | ||||||
|
|
|
|
|||||
Total cash, cash equivalents, restricted cash and investments |
$ | 110,188 | $ | 121,162 | ||||
|
|
|
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
Item 4. |
Controls and Procedures |
Item 1. |
Legal Proceedings |
Item 1A. |
Risk Factors |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
Item 3. |
Defaults upon Senior Securities |
Item 4. |
Mine Safety Disclosures |
Item 5. |
Other Information |
Item 6. |
Exhibits |
* | Previously filed as an exhibit to the Company’s Report on Form 8-K filed May 19, 2022. |
** | The certification attached as Exhibit 32.1 is deemed “furnished” and not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of Intevac, Inc. under the Securities Exchange Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, irrespective of any general incorporation by reference language contained in any such filing, except to the extent that the registrant specifically incorporates it by reference. |
Date: August 4, 2022 |
By: |
/s/ NIGEL HUNTON | ||||
Nigel Hunton President and Chief Executive Officer (Principal Executive Officer) |
Date: August 4, 2022 |
By: |
/s/ JAMES MONIZ | ||||
James Moniz Executive Vice President, Finance and Administration, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer) |
Exhibit 10.3
3560 Bassett Street, Santa Clara, CA 95054-2704 | www.intevac.com | T 408 496 2220 | F 408 654 9869 |
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (hereinafter referred to as Agreement), dated May 18, 2022 (the Effective Date), is made by and between Intevac Inc., having a place of business at 3560 Bassett Street, Santa Clara, California 95054-2704 (hereinafter referred to as Intevac), and Mark Popovich (hereinafter referred to as Consultant). Intevac desires the services of Consultant as an independent consultant, and Consultant desires to perform such services. In consideration of the mutual covenants contained herein, the parties agree as follows:
1. | Statement of Work |
Commencing on the Effective Date, Consultant shall perform the services, as defined below, for Intevac or as specifically directed by the authorized representative(s) of Intevac, and shall at all times act as an independent contractor and not as an employee or partner of Intevac.
The Consultant will provide all reasonable and necessary services as the Director of Marketing for Intevac Inc. Consultant will commence providing services on May 23, 2022, and will continue to provide such services through December 31, 2022, at which time this Agreement will expire.
2. | Payment |
In consideration for such services, and subject to the terms and conditions of this Agreement, Intevac will pay Consultant $3,125.00 (three-thousand one-hundred and twenty-five dollars) per week for consulting services furnished by the Consultant under this Agreement, and will reimburse Consultant for expenses as described herein. The maximum total amount of fees payable under this Agreement is $100,000. Consultant shall invoice Intevac on a monthly basis for all work performed and expenses incurred under this Agreement. Consultants monthly invoice shall contain a written summary of all work performed in that month. All invoices should be addressed to the attention of Accounts Payable.
All Invoices submitted by Consultant for services and expenses shall be in the form prescribed by Intevac and shall be subject to approval by responsible technical and accounting personnel of Intevac prior to payment. The invoices are to be supported by a written summary of the work actually performed and the time expended thereon by the Consultant during such month. Intevac will review each monthly invoice submitted and reserves the right to reject any invoice that does not adequately describe the service provided by Consultant. Intevac will issue payments within thirty (30) days from actual receipt of Consultants invoice by Intevac.
Intevac will reimburse Consultant for all reasonable authorized expenses incurred by Consultant. The maximum total amount of reimbursable expenses payable under this Agreement is $10,000. Intevac will only reimburse expenses incurred for services rendered under this agreement that are accompanied by itemized statements and include copies of actual bills, receipts, invoices or other evidence of expenses. Consultant shall not incur any expense on behalf of Intevac except upon the prior written approval of Intevac.
Consultant shall not be reimbursed for time spent during travel for services rendered under this Agreement, except to the extent that work is actually performed during travel periods. Consultant shall comply with Intevacs travel policies except as otherwise agreed by Intevac in writing. Consultant
shall permit audit of Consultants compliance with the terms of this Agreement by Intevacs internal audit staff or such other representative(s) as Intevac shall designate. Any consulting work and related expenses that are not in accord with applicable laws, regulations, Intevac standards of Conduct, and other terms of this Agreement, will not be reimbursed.
Intevacs sole liability to Consultant shall be the consultation fees and approved expenses as expressly set forth in this Agreement. Intevac makes no representations as to the scope or cost of Consultants services, other than as set forth in this Agreement, and shall have no liability whatsoever for any costs in excess of the amounts as authorized by this Agreement.
3. | Inventions and Data Developed under This Agreement |
The term Invention as used in this Agreement means any invention, discovery, improvement, design, idea or suggestion, whether or not patentable, conceived and/or first actually reduced to practice by Consultant, its employees, agents or subcontractors, alone or jointly with others, in the course of or as a result of any work for Intevac.
The term Data as used in this Agreement means any writings, sound recordings, pictorial reproductions, drawings, or other graphic representations, and works of any similar nature, whether or not copyrightable, which are prepared by Consultant, its employees, agents or subcontractors, alone or jointly with others, in the course of or as a result of any work for Intevac. Without further consideration, all Inventions and Data developed by Consultant under this Agreement, are and shall remain the property of Intevac, its successors or assigns, or its nominees, whether or not Intevac obtains patent or copyright protection thereon, and regardless of whether such Invention or Data was developed solely by Consultant.
Consultant shall, without further consideration, promptly disclose all Inventions and Data to Intevac or its nominees. Consultant shall assist Intevac and its nominees to procure and/or maintain patents, copyrights and trade secrets throughout the world on said Inventions and Data, and to record the existence of the right, title and interest to said Inventions and Data in Intevac, its successors or assigns, or its nominees at Intevacs expense, in every proper way, including signing papers.
Intevac shall have the sole right to any Consultant Inventions or Data developed under this Agreement, including the right to own or use any such developments, inclusions or recommendations in Intevac products without restriction and without further compensation to Consultant for such use or ownership. These rights to use and own shall extend to any Inventions or Data developed under this Agreement by Consultants employees, agents and subcontractors.
4. | Confidential Treatment Information |
Consultant, its employees, agents and subcontractors shall not, either during or after the term of this Agreement, directly or indirectly publish or disclose to any third party any information (including but not limited to subject inventions or subject data) pertaining in any way to the business of Intevac, its customers or suppliers which is developed, acquired or derived from association with Intevac, unless Intevac gives written authorization to do so. Such information shall not be used apart from Intevac business without the written approval of Intevac. The prohibition against disclosure to others shall not apply to information after it is clearly disclosed to the public by Intevac in writing.
Drawings, sketches and any other tangible material made or obtained by Consultant, its employees, agents or subcontractors at or for Intevac shall be promptly turned over to Intevac, and shall not be removed from Intevacs premises without written permission of Intevac. If written permission is given to remove any such material, the material shall be promptly returned to Intevac upon completion of the work for Intevac or at any earlier time requested by Intevac.
5. | Term and Termination |
This Agreement shall expire on December 31, 2022. Notwithstanding the foregoing, Intevac may terminate this Agreement without cause at any time for any reason by providing written notice thereof to Consultant.
Intevac may immediately suspend or terminate performance under this Agreement if, in its sole judgment, it believes that Consultant may have, i) engaged in any illegal or unethical conduct, ii) engaged in any activity, employment or business arrangement which conflicts with the Consultants obligations hereunder, or with the interests of Intevac, or iii) materially breached any other of its obligations under this Agreement.
Consultant may terminate this Agreement upon providing written notice to Intevac.
The obligations contained in this Agreement shall continue after termination or expiration. Intevacs sole obligation after termination, however, shall be to pay earned and unpaid consultation fees, and approved expenses as shall be due and owing for lawful consulting services requested by Intevac and rendered prior to such termination.
6. | Conflicts of Interest |
During the term of this Agreement, Consultant shall not perform any work which might constitute a conflict of interest. Consultant represents and warrants that Consultant has disclosed in writing to Intevac all other clients and any work which may represent a conflict of interest with respect to the work to be performed for Intevac under this Agreement. Consultant shall during the term hereof advise Intevac prior to entering into any agreement with any other entity or performing any other work which may result in such a conflict of interest, and further shall during the term hereof not enter into any such agreement or perform any other such work without the prior written approval of Intevacs Director of Contracts.
7. | Information Provided |
With reference to any information provided by Consultant to Intevac, Consultant warrants the following: i) Consultant has the lawful right to transfer such information to Intevac, without breach of any law, regulation, contract obligation, or duty of employment, and that Intevac may use such information without incurring any liability or obligation to any other person or entity, and ii) that any information provided to Intevac which may have been obtained directly by Consultant or from any other person or entity was properly obtained and not in violation of any law, regulation, contract obligation, or duty of employment. Consultant shall indemnify, defend, and hold harmless Intevac and its employees, officers and directors from any damages and claims arising out of or related to any breach by Consultant of any of the foregoing representations and warranties. However, Consultant shall have no liability as aforesaid for any information disclosed to Intevac as to which Consultant has made a full and complete written disclosure to, and obtained prior written approval for such disclosure from, Intevacs Director of Contracts and/or Chief Financial Officer of the circumstances regarding Consultants acquisition of such information.
8. | Conformance with Applicable Laws |
Consultant represents and warrants that Consultant is familiar with and will continue to be familiar with all current laws and regulations relating to gratuities, bribery, kickbacks, conflicts of interest, classified information and lobbying activity (as that term is generally defined in the Federal Regulation of Lobbying Act, 2 USC 261, et seq.). Consultant represents and warrants that no principal or relative of any principal of Consultant is a U.S. Government official other than as expressly disclosed in writing by
Consultant prior to the effective date of this Agreement. By executing this Agreement, Consultant represents that no U.S. Government official has or owns any beneficial interest in Consultant, nor in any of compensation that will be paid to Consultant by Intevac, under this Agreement.
Consultant shall strictly comply with all applicable statutes and regulations in the conduct of Consultants work for Intevac, and shall indemnify, defend, and hold harmless Intevac from any failure to do so.
PROHIBITED DISCRIMINATION. Only if applicable, Executive Order 11246, 29 C.F.R. Part 471, Appendix A to Subpart A, and 41 C.F.R. Parts 60-1.4, 60-1.7, 60-4.3 are incorporated. This contractor and subcontractor shall abide by the requirements of 41 CFR 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified protected veterans and against qualified individuals on the basis of disability, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and qualified individuals with disabilities
9. | Export Law Compliance |
Consultant represents and warrants that, except as allowed under applicable U.S. Government export laws and regulations, no technical data, hardware, software, technology, or other information furnished to it hereunder shall be disclosed to any foreign person, firm, or country, including foreign persons employed by or associated with Consultant. Furthermore, Consultant shall not allow any re-export of any technical data, hardware, software, technology, or other information furnished, without first complying with all applicable U.S. Government export laws and regulations. Prior to exporting any technical data, hardware, software, technology, or other information furnished hereunder, Consultant shall obtain the advance written approval of Intevac. Consultant shall indemnify and hold Intevac harmless for all claims, demands, damages, costs, fines, penalties, attorneys fees, and all other expenses arising from Consultant not complying with this clause or U.S. Government export laws and regulations.
10. | Standards of Conduct |
Consultant has read, understands, and shall comply, with Intevacs Standards of Conduct, which can be accessed on Intevacs website at https://www.intevac.com under Terms and Conditions.. Consultant shall report to Intevac all contacts with U.S. Government employees and officials during which Intevac matters are discussed.
11. | Reporting of Violations |
Consultant shall report to Intevac any request made by an Intevac employee to obtain any information or perform any other act under this Agreement in a manner which would violate any i) applicable law or regulation, ii) contract obligation or duty of employment, or iii) Intevac Standards of Conduct. Consultant is requested similarly to report to Intevacs Human Resources Manager any observed violation of law or regulation by Intevac personnel. All such reports will be handled on a confidential basis and may be made anonymously, if desired.
12. | Miscellaneous |
No employee, agent or subcontractor of Consultant, who is not made a party to this Agreement or Non-Disclosure Agreement with Intevac, shall be permitted to have access to the premises, data, documents, property, or personnel of Intevac.
If, in connection with this Agreement, Consultant performs services for any subsidiary or affiliate of Intevac or has access to the premises, data, property, or personnel of any subsidiary or affiliate of Intevac, the term Intevac as used herein shall include each such subsidiary or affiliate of Intevac.
This Agreement contains the entire understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior representations, warranties, understandings, and agreements, written and oral. It may not be modified except by written agreement executed by the parties hereto. Consultant waives any and all provisions of law construing agreements against the drafting party.
No waiver of any term or provision of this Agreement shall imply a subsequent waiver of the same or any other provision hereof, nor shall it constitute a continuing waiver.
This Agreement shall be construed in accordance with and governed by the law of the State of California, without reference to the rules of conflict of law.
In the event any term or provision hereof is held to be invalid or unenforceable by final judgment of any court of competent jurisdiction, such term or provision shall there upon be severed from this Agreement and the remainder of the terms and provisions hereof shall remain in full force and effect.
BY EXECUTION HEREOF CONSULTANT ACKNOWLEDGES THAT CONSULTANT HAS FULLY READ AND UNDERSTOOD THIS AGREEMENT INCLUDING THE INTEVACS STANDARDS OF CONDUCT AND AGREES TO ADHERE STRICTLY TO THE TERMS AND CONDITIONS CONTAINED THEREIN. CONSULTANT FURTHER ACKNOWLEDGES THAT THIS AGREEMENT REQUIRES STRICT COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS AS WELL AS THE AVOIDANCE OF CONFLICTS OF INTEREST RELATING TO THE WORK TO BE PERFORMED.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CONSULTANT | INTEVAC, INC. | |||||||
By |
/s/ Mark P. Popovich |
By |
/s/ Albert Zecher | |||||
(Signature) | (Signature) |
Name |
Mark P. Popovich |
Name |
Albert Zecher |
Citizenship |
U.S. |
Title |
Corporate Contracts |
Date |
05/24/2022 |
Date |
05/25/2022 |
Exhibit 31.1
I, Nigel Hunton, 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: August 4, 2022
/s/ NIGEL HUNTON |
||
Nigel Hunton |
||
President and Chief Executive Officer |
Exhibit 31.2
I, James Moniz, 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: August 4, 2022
/s/ JAMES MONIZ |
||
James Moniz |
||
Executive Vice President, Finance and Administration, | ||
Chief Financial Officer, Secretary and Treasurer |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Nigel Hunton, 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 July 2, 2022 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.
Date: August 4, 2022
/s/ NIGEL HUNTON |
||
Nigel Hunton |
||
President and Chief Executive Officer |
I, James Moniz, 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 July 2, 2022 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.
Date: August 4, 2022
/s/ JAMES MONIZ |
||
James Moniz |
||
Executive Vice President, Finance and Administration, | ||
Chief Financial Officer, Secretary and Treasurer |
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.
This certification accompanies the report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Intevac, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.