Form 8-K - Current report

INTEVAC, INC.

Date: November 1, 2023

/s/ KEVIN SOULSBY

Kevin Soulsby

Interim Chief Financial Officer and Treasurer

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

November 1, 2023

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 of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification Number)

3560 Bassett Street

Santa Clara, CA 95054

(Address of principal executive offices)

(408) 986-9888

(Registrant’s telephone number, including area code)

N/A

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock ($0.001 par value)

IVAC

The Nasdaq Stock Market LLC (Nasdaq) Global Select

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.

Results of Operations and Financial Condition

On November 1, 2023, Intevac, Inc. issued a press release reporting its financial results for the three and nine months ended September 30, 2023. A copy of the press release issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The foregoing information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits


99.1		Press Release

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1


		3560 Bassett Street, Santa Clara CA 95054

Kevin Soulsby		Claire McAdams
Interim Chief Financial Officer		Investor Relations
(408) 986-9888		(530) 265-9899

Intevac Announces Third Quarter 2023 Financial Results

Santa Clara, Calif.—November 1, 2023—Intevac, Inc. (Nasdaq: IVAC) today reported financial results for the quarter and nine months ended September 30, 2023.

“We are pleased to deliver third-quarter 2023 results well above our prior expectations, reflecting media technology upgrade initiatives currently underway in the hard disk drive (HDD) industry,” commented Nigel Hunton, president and chief executive officer. “Industry leaders are focused on executing the ramp of next-generation media technology, and within this evolving landscape Intevac has emerged as the enabling technology partner for HDD media production. The revenue upside we achieved in Q3 also demonstrates our operational agility and ability to execute to meet customer timelines for technology upgrades. We expect the collection of HDD receivables in Q4 will drive an increase in our total cash balance by year-end, which we continue to expect will be within the range of $75 to $80 million, as communicated previously.

“We are also very pleased to announce that during Q3 we entered the formal qualification cycle for our groundbreaking TRIO^™ platform with our JDA partner Corning Incorporated, which is one of the world’s leading innovators in glass and glass-ceramic materials for mobile consumer electronics applications,” continued Mr. Hunton. “We expect to complete the qualification stage in Q4 and advance to delivery of the TRIO system to Corning. We continue to believe that our JDA with Corning represents significant potential for Intevac’s future revenue growth. As we look towards 2024 in particular, we expect the results of the recently-completed restructuring process will enable the Company to deliver improved operating performance and preserve the strength of our balance sheet.”

($ Millions, except per share amounts)


	Three Months Ended September 30, 2023						Three Months Ended October 1, 2022
	GAAP Results			Non-GAAP Results			GAAP Results			Non-GAAP Results
Net Revenues	$	17.9		$	17.9		$	10.8		$	10.8
Operating Income (Loss)	$	(1.4	)	$	0.5		$	(3.2	)	$	(3.2	)
Net Income (Loss)	$	(1.6	)	$	0.1		$	(3.2	)	$	(3.2	)
Net Income (Loss) per Share – Basic and Diluted	$	(0.06	)	$	0.00		$	(0.13	)	$	(0.13	)

	Nine Months Ended September 30, 2023						Nine Months Ended October 1, 2022
	GAAP Results			Non-GAAP Results			GAAP Results			Non-GAAP Results
Net Revenues	$	39.8		$	39.8		$	24.5		$	24.5
Operating Loss	$	(11.3	)	$	(9.4	)	$	(13.2	)	$	(10.6	)
Net Loss	$	(10.3	)	$	(9.0	)	$	(13.9	)	$	(10.8	)
Net Loss per Share – Basic and Diluted	$	(0.40	)	$	(0.35	)	$	(0.55	)	$	(0.43	)

Intevac’s non-GAAP adjusted results exclude the impact of the following, where applicable: (i) restructuring charges, (ii) fixed asset disposals associated with a restructuring program and (iii) discontinued operations. 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.

Third Quarter 2023 Summary

Revenues were $17.9 million, compared to $10.8 million in the third quarter of 2022, and consisted of HDD upgrades, spares and service. Gross margin was 39.1%, compared to 45.5%, in the third quarter of 2022. Operating expenses were $8.4 million, compared to $8.1 million in the third quarter of 2022. The operating loss was $1.4 million compared to $3.2 million in the third quarter of 2022. The operating loss of $1.4 million included $2.0 million of restructuring-related costs, including severance.

The net loss for the quarter was $1.6 million, or $0.06 per diluted share, compared to a net loss of $3.2 million, or $0.13 per diluted share, in the third quarter of 2022. Non-GAAP net income for the third quarter of 2023 was $0.1 million, or $0.00 per diluted share, compared to a non-GAAP net loss of $3.2 million, or $0.13 per diluted share, in the third quarter of 2022.

Order backlog was $46.5 million on September 30, 2023 compared to $58.2 million on July 1, 2023 and $110.4 million on October 1, 2022. Backlog at September 30, 2023 and July 1, 2023 included two 200 Lean HDD systems. Backlog at October 1, 2022 included eleven 200 Lean HDD systems.

The Company ended the quarter with $66.2 million of total cash, cash equivalents, restricted cash and investments and $115.2 million in tangible book value.

First Nine Months 2023 Summary

Revenues were $39.8 million, compared to first nine months of 2022 revenues of $24.5 million, and consisted of one 200 Lean HDD system, one refurbished 200 Lean HDD system, HDD upgrades, spares and service. Gross margin was 35.9%, compared to 41.2% in the first nine months of 2022. Operating expenses were $25.6 million, compared to $23.3 million in the first nine months of 2022. The operating loss of $11.3 million included $2.0 million of restructuring-related costs, including severance. The net loss was $10.3 million, or $0.40 per diluted share, compared to a net loss of $13.9 million, or $0.55 per diluted share, for the first nine months of 2022. On a non-GAAP basis, the net loss was $9.0 million, or $0.35 per diluted share, compared to a net loss of $10.8 million, or $0.43 per diluted share, for the first nine months of 2022.

Use of Non-GAAP Financial Measures

Intevac’s non-GAAP results exclude the impact, where applicable, of restructuring charges, fixed asset disposals associated with a restructuring program and discontinued operations. 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) 407-0989 prior to the start time, and reference meeting number 13741623. For international callers, the dial-in number is +1 (201) 389-0921. You may also listen live via the Internet at https://www.webcast-eqs.com/register/intevac110123/en or on the Company’s investor relations website at https://ir.intevac.com/. For those unable to attend live, an archived webcast of the call will be available at the same link.

About Intevac

Founded in 1991, we are a leading provider of thin-film process technology and manufacturing platforms for high-volume manufacturing environments. As a long-time supplier to the hard disk drive (HDD) industry, our industry-leading 200 Lean^® platform supports the majority of the world’s capacity for HDD disk media production, as well as all technology upgrade initiatives currently underway in support of next-generation HDD media. With over 30 years of leadership in designing, developing, and manufacturing high-productivity, thin-film processing systems, we also are leveraging our technology and know-how for additional applications, such as coatings for consumer devices.

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

200 Lean^® is a registered trademark of Intevac, Inc. and TRIO^™ is a trademark of Intevac, Inc.

Safe Harbor Statement

This press release includes statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Intevac claims the protection of the safe-harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are often characterized by the terms “may,” “believes,” “projects,” “expects,” or “anticipates,” and do not reflect historical facts. Specific forward-looking statements contained in this press release include, but are not limited to: the Company’s revenue growth potential, expected collection of receivables, the completion of the TRIO qualification process, and future financial performance, including improved operating results and preserving the strength of the balance sheet. The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from the Company’s expectations. These risks include, but are not limited to, global macroeconomic conditions and supply chain challenges including shipment delays, availability of components, and freight, logistics and other disruptions, and changes in market dynamics that could change the forecasts and delivery schedules for both our systems and upgrades, each of which could have a material impact on our business, our financial results, and the 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.

All forward-looking statements in this press release are based on information available to the Company as of the date hereof, and Intevac does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law. Any future product, service, feature, or related specification that may be referenced in this release is for informational purposes only and is not a commitment to deliver any offering, technology or enhancement.

INTEVAC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share amounts)


	Three months ended						Nine months ended
	September 30, 2023			October 1, 2022			September 30, 2023			October 1, 2022
Net revenues	$	17,915		$	10,750		$	39,758		$	24,502
Gross profit		6,999			4,890			14,287			10,100
Gross margin		39.1	%		45.5	%		35.9	%		41.2	%
Operating expenses
Research and development		3,720			3,311			11,340			10,339
Selling, general and administrative		4,707			4,741			14,281			13,007

Total operating expenses		8,427			8,052			25,621			23,346

Total operating loss		(1,428	)		(3,162	)		(11,334	)		(13,246	)
Interest and other income (expense), net		600			413			1,922			723

Loss from continuing operations before provision for income taxes		(828	)		(2,749	)		(9,412	)		(12,523	)
Provision for income taxes		796			467			1,298			992

Net loss from continuing operations		(1,624	)		(3,216	)		(10,710	)		(13,515	)
Net income (loss) from discontinued operations, net of taxes		48			(20	)		365			(394	)

Net loss	$	(1,576	)	$	(3,236	)	$	(10,345	)	$	(13,909	)

Net income (loss) per share
Basic and diluted - continuing operations	$	(0.06	)	$	(0.13	)	$	(0.41	)	$	(0.54	)
Basic and diluted - discontinued operations	$	0.00		$	(0.00	)	$	0.01		$	(0.02	)
Basic and diluted - net loss	$	(0.06	)	$	(0.13	)	$	(0.40	)	$	(0.55	)
Weighted average common shares outstanding
Basic and diluted		26,287			25,370			26,033			25,104

INTEVAC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)


	September 30, 2023			December 31, 2022
	(Unaudited)			(see Note)
ASSETS
Current assets
Cash, cash equivalents and short-term investments	$	61,627		$	94,445
Accounts receivable, net		27,980			15,823
Inventories		42,837			30,003
Prepaid expenses and other current assets		1,905			1,898

Total current assets		134,349			142,169
Long-term investments		3,855			17,585
Restricted cash		700			786
Property, plant and equipment, net		7,536			3,658
Operating lease right-of-use-assets		1,772			3,390
Intangible assets, net		988			1,090
Deferred income tax and other long-term assets		3,877			4,381

Total assets	$	153,077		$	173,059

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current operating lease liabilities	$	1,694		$	3,404
Accounts payable		5,538			11,610
Accrued payroll and related liabilities		3,196			3,087
Other accrued liabilities		2,732			5,430
Contract advances		21,523			2,444

Total current liabilities		34,683			25,975
Non-current liabilities
Non-current operating lease liabilities		646			1,417
Contract advances		1,482			22,215
Other non-current liabilities		29			—

Total non-current liabilities		2,157			23,632
Stockholders’ equity
Common stock ($0.001 par value)		26			26
Additional paid-in capital		209,396			206,355
Treasury stock, at cost		(29,551	)		(29,551	)
Accumulated other comprehensive loss		(104	)		(193	)
Accumulated deficit		(63,530	)		(53,185	)

Total stockholders’ equity		116,237			123,452

Total liabilities and stockholders’ equity	$	153,077		$	173,059

Note: Amounts as of December 31, 2022 are derived from the December 31, 2022 audited consolidated financial statements.

INTEVAC, INC.

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(Unaudited, in thousands, except per share amounts)


	Three months ended						Nine months ended
	September 30, 2023			October 1, 2022			September 30, 2023			October 1, 2022
Non-GAAP Income (Loss) from Operations
Reported operating loss (GAAP basis)	$	(1,428	)	$	(3,162	)	$	(11,334	)	$	(13,246	)
Restructuring charges¹		1,950			—			1,950			1,232
Loss on fixed asset disposals²		—			—			—			1,453

Non-GAAP Operating Income (Loss)	$	522		$	(3,162	)	$	(9,384	)	$	(10,561	)

Non-GAAP Net Income (Loss)
Reported net loss (GAAP basis)	$	(1,576	)	$	(3,236	)	$	(10,345	)	$	(13,909	)
Continuing operations:
Restructuring charges¹		1,950			—			1,950			1,232
Loss on fixed asset disposals²		—			—			—			1,453
Income tax effect of non-GAAP adjustments³		(275	)		—			(275	)		—
Discontinued operations⁴		(48	)		20			(365	)		394

Non-GAAP Net Income (Loss)	$	51		$	(3,216	)	$	(9,035	)	$	(10,830	)

Non-GAAP Net Income (Loss) Per Diluted Share
Reported net loss per diluted share (GAAP basis)	$	(0.06	)	$	(0.13	)	$	(0.40	)	$	(0.55	)
Continuing operations:
Restructuring charges¹	$	0.06		$	—		$	0.06		$	0.05
Loss on fixed asset disposals²	$	—		$	—		$	—		$	0.06
Discontinued operations⁴	$	(0.00	)	$	0.00		$	(0.01	)	$	0.02
Non-GAAP Net Income (Loss) Per Diluted Share	$	0.00		$	(0.13	)	$	(0.35	)	$	(0.43	)
Weighted average number of basic shares		26,287			25,370			26,033			25,104
Weighted average number of diluted shares		26,799			25,370			26,033			25,104

Results for the three and nine months ended September 30, 2023 and the nine months ended October 1, 2022 include severance and other employee-related costs related to various restructuring programs. Restructuring costs for the three and nine months ended September 30, 2023 include $2.0 million for severance. Restructuring costs for the nine months ended October 1, 2022 include $1.2 million for severance and the related modification of certain stock-based awards.

²	The amount represents fixed asset disposals under the 2022 restructuring plan.

³	The amount represents the estimated income tax effect of the non-GAAP adjustments. The Company calculated the tax effect of non-GAAP adjustments by applying an applicable estimated jurisdictional tax rate to each specific non-GAAP item.

⁴	The amount represents discontinued operations of the Photonics business that was sold on December 30, 2021.

Document and Entity Information	Nov. 01, 2023
Cover [Abstract]
Entity Registrant Name	INTEVAC INC
Amendment Flag	false
Entity Central Index Key	0001001902
Document Type	8-K
Document Period End Date	Nov. 01, 2023
Entity Incorporation State Country Code	DE
Entity File Number	0-26946
Entity Tax Identification Number	94-3125814
Entity Address, Address Line One	3560 Bassett Street
Entity Address, City or Town	Santa Clara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95054
City Area Code	(408)
Local Phone Number	986-9888
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock ($0.001 par value)
Trading Symbol	IVAC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false