SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
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(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the quarterly period ended September 28, 2002 | ||
| or | ||
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o
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TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from to | ||
Commission file number 0-26946
Intevac, Inc.
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California
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94-3125814 | |
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(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
3560 Bassett Street
Registrants telephone number, including area code:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
APPLICABLE ONLY TO CORPORATE ISSUERS:
On September 28, 2002 12,111,642 shares of the Registrants Common Stock, no par value, were outstanding.
INTEVAC, INC.
INDEX
| No. | Page | |||||
| PART I. FINANCIAL INFORMATION | ||||||
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Item 1.
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Financial Statements (unaudited) | |||||
| Condensed Consolidated Balance Sheets | 2 | |||||
| Condensed Consolidated Statements of Operations and Comprehensive Loss | 3 | |||||
| Condensed Consolidated Statements of Cash Flows | 4 | |||||
| Notes to Condensed Consolidated Financial Statements | 5 | |||||
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Item 2.
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Managements Discussion and Analysis of Financial Condition and Results of Operations | 10 | ||||
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk | 21 | ||||
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Item 4.
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Controls and Procedures | 21 | ||||
| PART II. OTHER INFORMATION | ||||||
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Item 1.
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Legal Proceedings | 22 | ||||
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Item 2.
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Changes in Securities | 22 | ||||
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Item 3.
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Defaults Upon Senior Securities | 23 | ||||
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Item 4.
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Submission of Matters to a Vote of Security-Holders | 23 | ||||
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Item 5.
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Other Information | 23 | ||||
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Item 6.
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Exhibits and Reports on Form 8-K | 23 | ||||
| SIGNATURES | 24 | |||||
| Certifications required under Sarbanes-Oxley Act | 25 | |||||
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
INTEVAC, INC.
| September 28, | December 31, | ||||||||||
| 2002 | 2001 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
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Current assets:
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|||||||||||
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Cash and cash equivalents
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$ | 14,295 | $ | 18,157 | |||||||
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Accounts receivable, net of allowances of $112
and $225 at September 28, 2002 and December 31, 2001,
respectively
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7,174 | 8,046 | |||||||||
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Inventories
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22,353 | 21,691 | |||||||||
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Prepaid expenses and other current assets
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697 | 478 | |||||||||
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Total current assets
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44,519 | 48,372 | |||||||||
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Property, plant and equipment, net
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7,074 | 8,864 | |||||||||
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Investment in 601 California Avenue LLC
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2,431 | 2,431 | |||||||||
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Debt issuance costs and other long-term assets
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607 | 498 | |||||||||
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Total assets
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$ | 54,631 | $ | 60,165 | |||||||
| LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT) | |||||||||||
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Current liabilities:
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Accounts payable
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$ | 2,323 | $ | 2,628 | |||||||
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Accrued payroll and related liabilities
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1,878 | 1,573 | |||||||||
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Other accrued liabilities
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3,762 | 3,547 | |||||||||
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Customer advances
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19,281 | 13,464 | |||||||||
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Total current liabilities
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27,244 | 21,212 | |||||||||
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Convertible notes
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30,818 | 37,545 | |||||||||
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Shareholders equity (deficit):
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Common stock, no par value
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19,370 | 19,093 | |||||||||
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Accumulated other comprehensive income
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138 | 122 | |||||||||
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Accumulated deficit
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(22,939 | ) | (17,807 | ) | |||||||
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Total shareholders equity (deficit)
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(3,431 | ) | 1,408 | ||||||||
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Total liabilities and shareholders equity
(deficit)
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$ | 54,631 | $ | 60,165 | |||||||
See accompanying notes.
2
INTEVAC, INC.
| Three Months Ended | Nine Months Ended | |||||||||||||||||
| Sept. 28, | Sept. 29, | Sept. 28, | Sept. 29, | |||||||||||||||
| 2002 | 2001 | 2002 | 2001 | |||||||||||||||
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Net revenues:
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Systems and components
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$ | 4,948 | $ | 6,597 | $ | 16,790 | $ | 21,266 | ||||||||||
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Technology development
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1,789 | 1,817 | 5,002 | 6,643 | ||||||||||||||
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Total net revenues
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6,737 | 8,414 | 21,792 | 27,909 | ||||||||||||||
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Cost of net revenues:
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Systems and components
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3,994 | 4,856 | 12,630 | 12,669 | ||||||||||||||
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Technology development
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1,419 | 1,586 | 4,176 | 7,139 | ||||||||||||||
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Inventory provisions
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(18 | ) | 290 | 678 | 3,200 | |||||||||||||
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Total cost of net revenues
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5,395 | 6,732 | 17,484 | 23,008 | ||||||||||||||
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Gross profit
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1,342 | 1,682 | 4,308 | 4,901 | ||||||||||||||
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Operating expenses:
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Research and development
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2,285 | 3,845 | 8,391 | 10,950 | ||||||||||||||
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Selling, general and administrative
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1,976 | 1,641 | 5,522 | 5,097 | ||||||||||||||
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Total operating expenses
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4,261 | 5,486 | 13,913 | 16,047 | ||||||||||||||
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Operating loss
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(2,919 | ) | (3,804 | ) | (9,605 | ) | (11,146 | ) | ||||||||||
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Interest expense
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(1,117 | ) | (723 | ) | (2,445 | ) | (2,193 | ) | ||||||||||
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Interest income and other, net
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194 | 485 | 549 | 1,000 | ||||||||||||||
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Loss before income taxes
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(3,842 | ) | (4,042 | ) | (11,501 | ) | (12,339 | ) | ||||||||||
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Provision for (benefit from) income taxes
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| 1,300 | (6,369 | ) | 1,300 | |||||||||||||
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Net loss
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$ | (3,842 | ) | $ | (5,342 | ) | $ | (5,132 | ) | $ | (13,639 | ) | ||||||
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Other comprehensive income (loss):
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Unrealized foreign currency translation adjustment
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(4 | ) | (14 | ) | 16 | (41 | ) | |||||||||||
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Total comprehensive loss
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$ | (3,846 | ) | $ | (5,356 | ) | $ | (5,116 | ) | $ | (13,680 | ) | ||||||
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Basic earnings (loss) per share:
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Net loss
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$ | (0.32 | ) | $ | (0.45 | ) | $ | (0.42 | ) | $ | (1.15 | ) | ||||||
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Shares used in per share amounts
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12,093 | 11,983 | 12,065 | 11,939 | ||||||||||||||
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Diluted earnings (loss) per share:
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Net loss
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$ | (0.32 | ) | $ | (0.45 | ) | $ | (0.42 | ) | $ | (1.15 | ) | ||||||
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Shares used in per share amounts
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12,093 | 11,983 | 12,065 | 11,939 | ||||||||||||||
See accompanying notes.
3
INTEVAC, INC.
| Nine Months Ended | |||||||||
| Sept. 28, | Sept. 29, | ||||||||
| 2002 | 2001 | ||||||||
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Operating activities
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Net loss
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$ | (5,132 | ) | $ | (13,639 | ) | |||
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Adjustments to reconcile net loss to net cash and
cash equivalents provided by (used in) operating activities:
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Depreciation and amortization
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2,849 | 3,195 | |||||||
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Inventory provisions
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678 | 3,200 | |||||||
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Deferred income taxes
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| 1,300 | |||||||
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Compensation expense in the form of common stock
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4 | | |||||||
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Foreign currency loss
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1 | (35 | ) | ||||||
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Loss on disposal of investment
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| 803 | |||||||
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Changes operating in assets and liabilities
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6,055 | (5,991 | ) | ||||||
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Total adjustments
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9,587 | 2,472 | |||||||
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Net cash and cash equivalents provided by (used
in) operating activities
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4,455 | (11,167 | ) | ||||||
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Investing activities
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Purchase of investments
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| (5,463 | ) | ||||||
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Proceeds from sale of investments
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| 38,447 | |||||||
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Purchase of leasehold improvements and equipment
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(1,123 | ) | (3,574 | ) | |||||
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Net cash and cash equivalents provided by (used
in) investing activities
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(1,123 | ) | 29,410 | ||||||
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Financing activities
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Proceeds from issuance of common stock
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273 | 418 | |||||||
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Exchange of Intevac convertible notes due 2004
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(7,483 | ) | | ||||||
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Net cash and cash equivalents provided by (used
in) financing activities
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(7,210 | ) | 418 | ||||||
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Effect of exchange rate changes on cash
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16 | (41 | ) | ||||||
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Net increase (decrease) in cash and cash
equivalents
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(3,862 | ) | 18,620 | ||||||
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Cash and cash equivalents at beginning of period
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18,157 | 4,616 | |||||||
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Cash and cash equivalents at end of period
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$ | 14,295 | $ | 23,236 | |||||
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Supplemental Schedule of Cash Flow
Information
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Cash paid (received) for:
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Interest
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$ | 2,381 | $ | 2,715 | |||||
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Income tax refund
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(6,369 | ) | | ||||||
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Other non-cash changes:
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Inventories transferred from property, plant and
equipment
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$ | | $ | 1,519 | |||||
See accompanying notes.
4
INTEVAC, INC.
| 1. | Business Activities and Basis of Presentation |
Intevac, Inc.s businesses are the design, manufacture and sale of complex capital equipment used to manufacture products such as flat panel displays and thin-film disks and the design, manufacture and sale of commercial products based on technology developed by the Photonics Technology Division (the Products Group) and the development of highly sensitive electro-optical devices and systems for the US military and its allies (the Photonics Technology Division).
Systems sold by the Products Groups (formerly the Equipment Division) Memory and Flat Panel Display Divisions are typically used to deposit highly engineered thin-films of material on a substrate, or to modify the characteristics and properties of thin-films already deposited on a substrate. These systems generally utilize proprietary manufacturing techniques and processes, operate under high levels of vacuum, are designed for high-volume continuous operation and use precision robotics, computerized controls and complex software programs to fully automate and control the production process. Products manufactured with these systems include cell phone color displays, automotive displays, computer monitors and disks for computer hard disk drives. The Products Groups Intensified Imaging Division was formed during the second quarter of 2002 to design, manufacture and sell commercial products based on extreme low-light-level camera technology developed by the Photonics Technology Division.
The Photonics Technology Division is developing electro-optical devices and systems that permit highly sensitive detection of photons in the visible and short wave infrared portions of the spectrum. This development work is aimed at creating new products for both military and industrial applications. Products include Laser Illuminated Viewing and Ranging (LIVAR®) systems for positive target identification at long range and low-cost extreme low-light-level cameras for use in security and military applications.
The financial information at September 28, 2002 and for the three- and nine-month periods ended September 28, 2002 and September 29, 2001 is unaudited, but includes all adjustments (consisting only of normal recurring accruals) that the Company considers necessary for a fair presentation of the financial information set forth herein, in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, it does not include all of the information and footnotes required by U.S. GAAP for annual financial statements. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2001.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements.
The Company evaluates the collectibility of trade receivables on an ongoing basis and provides reserves against potential losses when appropriate.
The results for the three- and nine-month periods ended September 28, 2002 are not considered indicative of the results to be expected for any future period or for the entire year.
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| 2. | Inventories |
Inventories of systems and components are stated at the lower of standard cost or market. Inventories consist of the following:
| September 28, | December 31, | |||||||
| 2002 | 2001 | |||||||
| (In thousands) | ||||||||
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Raw materials
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$ | 4,697 | $ | 5,659 | ||||
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Work-in-progress
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4,998 | 11,962 | ||||||
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Finished goods
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12,658 | 4,070 | ||||||
| $ | 22,353 | $ | 21,691 | |||||
Finished goods inventory consists solely of completed systems at both Intevacs factory and customer sites that are undergoing installation and acceptance testing.
Inventory reserves included in the above numbers were $9.1 million and $13.0 million at September 28, 2002 and December 31, 2001, respectively. Each quarter, we analyze our inventory (raw materials, WIP and finished goods) against the forecast demand for the next 12 months. Parts with no forecast requirements in that period are considered excess and inventory provisions are established to write those parts down to zero net book value. During this process, some inventory is identified as having no future use or value to us and is disposed of against the reserves. During the nine months ended September 28, 2002, $5.3 million of inventory was disposed of and charged to the reserve. Most of the discarded inventory related to two MDP 250K Disk Sputtering systems which had been written down to estimated salvage value in 2000.
| 3. | Net Income (Loss) Per Share |
The following table sets forth the computation of basic and diluted earnings (loss) per share:
| Three-Months Ended | Nine Months Ended | |||||||||||||||||
| Sept. 28, | Sept. 29, | Sept. 28, | Sept. 29, | |||||||||||||||
| 2002 | 2001 | 2002 | 2001 | |||||||||||||||
| (In thousands) | ||||||||||||||||||
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Numerator:
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Loss from continuing operations
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$ | (3,842 | ) | $ | (5,342 | ) | $ | (5,132 | ) | $ | (13,639 | ) | ||||||
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Net loss
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$ | (3,842 | ) | $ | (5,342 | ) | $ | (5,132 | ) | $ | (13,639 | ) | ||||||