Intevac
INTEVAC INC (Form: 10-Q, Received: 11/02/2016 16:10:22)
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 10-Q

 

 

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 1, 2016

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 0-26946

 

 

INTEVAC, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   94-3125814

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

3560 Bassett Street

Santa Clara, California 95054

(Address of principal executive office, including Zip Code)

Registrant’s telephone number, including area code: (408) 986-9888

 

 

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.     x   Yes     ¨   No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     x   Yes     ¨   No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨   (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     ¨   Yes     x   No

On November 2, 2016, 20,930,298 shares of the Registrant’s Common Stock, $0.001 par value, were outstanding.

 

 

 


Table of Contents

INTEVAC, INC.

INDEX

 

No.

       Page  
 

PART I. FINANCIAL INFORMATION

  
Item 1.  

Financial Statements (unaudited)

  
 

Condensed Consolidated Balance Sheets

     3   
 

Condensed Consolidated Statements of Operations

     4   
 

Condensed Consolidated Statements of Comprehensive Income (Loss)

     5   
 

Condensed Consolidated Statements of Cash Flows

     6   
 

Notes to Condensed Consolidated Financial Statements

     7   
Item 2.  

Management’s Discussion and Analysis of Financial Condition  and Results of Operations

     23   
Item 3.  

Quantitative and Qualitative Disclosures About Market Risk

     31   
Item 4.  

Controls and Procedures

     31   
 

PART II. OTHER INFORMATION

  
Item 1.  

Legal Proceedings

     32   
Item 1A.  

Risk Factors

     32   
Item 2.  

Unregistered Sales of Equity Securities and Use of Proceeds

     40   
Item 3.  

Defaults upon Senior Securities

     40   
Item 4.  

Mine Safety Disclosures

     40   
Item 5.  

Other Information

     40   
Item 6.  

Exhibits

     40   
SIGNATURES      41   

 

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Table of Contents

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

INTEVAC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

     October 1,
2016
    January 2,
2016
 
     (Unaudited)  
    

(In thousands, except

par value)

 
ASSETS   

Current assets:

    

Cash and cash equivalents

   $ 20,823      $ 13,746   

Short-term investments

     15,822        23,208   

Trade and other accounts receivable, net of allowances of $0 at both October 1, 2016 and at January 2, 2016

     19,014        12,310   

Inventories

     26,914        18,760   

Prepaid expenses and other current assets

     1,968        1,712   
  

 

 

   

 

 

 

Total current assets

     84,541        69,736   

Property, plant and equipment, net

     11,348        11,921   

Long-term investments

     4,257        9,673   

Restricted cash

     1,958        1,780   

Intangible assets, net of amortization of $5,915 at October 1, 2016 and $5,275 at January 2, 2016

     2,472        3,112   

Deferred income taxes and other long-term assets

     952        1,459   
  

 

 

   

 

 

 

Total assets

   $ 105,528      $ 97,681   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY   

Current liabilities:

    

Accounts payable

   $ 5,814      $ 5,950   

Accrued payroll and related liabilities

     3,750        4,066   

Other accrued liabilities

     8,536        5,632   

Customer advances

     14,247        3,625   
  

 

 

   

 

 

 

Total current liabilities

     32,347        19,273   

Other long-term liabilities

     3,319        2,411   

Stockholders’ equity:

    

Common stock, $0.001 par value

     21        20   

Additional paid-in capital

     170,608        166,514   

Treasury stock, 4,845 shares at October 1, 2016 and January 2, 2016

     (28,489     (28,489

Accumulated other comprehensive income

     458        412   

Accumulated deficit

     (72,736     (62,460
  

 

 

   

 

 

 

Total stockholders’ equity

     69,862        75,997   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 105,528      $ 97,681   
  

 

 

   

 

 

 

Note: Amounts as of January 2, 2016 are derived from the January 2, 2016 audited consolidated financial statements.

See accompanying notes to the condensed consolidated financial statements.

 

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INTEVAC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

     Three Months Ended     Nine Months Ended  
     October 1,
2016
    October 3,
2015
    October 1,
2016
    October 3,
2015
 
     (Unaudited)  
     (In thousands, except per share amounts)  

Net revenues:

        

Systems and components

   $ 20,961      $ 16,320      $ 47,326      $ 53,049   

Technology development

     1,598        2,098        3,816        5,713   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

     22,559        18,418        51,142        58,762   

Cost of net revenues:

        

Systems and components

     13,025        12,118        29,490        35,191   

Technology development

     1,019        1,388        3,155        3,931   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of net revenues

     14,044        13,506        32,645        39,122   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     8,515        4,912        18,497        19,640   

Operating expenses:

        

Research and development

     4,067        3,956        14,220        11,511   

Selling, general and administrative

     4,772        4,736        14,724        14,565   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     8,839        8,692        28,944        26,076   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (324     (3,780     (10,447     (6,436

Interest income and other income (expense), net

     60        23        184        88   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (264     (3,757     (10,263     (6,348

Provision for income taxes

     217        2        13        292   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (481   $ (3,759   $ (10,276   $ (6,640
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share:

        

Basic and diluted

   $ (0.02   $ (0.17   $ (0.50   $ (0.29

Weighted average common shares outstanding:

        

Basic and diluted

     20,869        22,004        20,704        22,621   

See accompanying notes to the condensed consolidated financial statements.

 

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INTEVAC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 

            Three Months Ended      Nine Months Ended  
            October 1,
2016
         October 3,
2015
           October 1,
2016
         October 3,
2015
 
            (Unaudited)  
            (In thousands)  

Net loss

      $ (481      $ (3,759      $ (10,276      $ (6,640
     

 

 

      

 

 

      

 

 

      

 

 

 

Other comprehensive income (loss), before tax

          

Change in unrealized net gain on available-for-sale investments

        (16        (1        41           24   

Foreign currency translation gains (losses)

        (17        (115        5           (150
     

 

 

      

 

 

      

 

 

      

 

 

 

Other comprehensive income (loss), before tax

        (33        (116        46           (126

Income tax (expense) benefit related to items in other comprehensive income (loss)

        —             —             —             —     
     

 

 

      

 

 

      

 

 

      

 

 

 

Other comprehensive income (loss), net of tax

        (33        (116        46           (126
     

 

 

      

 

 

      

 

 

      

 

 

 

Comprehensive loss

      $ (514      $ (3,875      $ (10,230      $ (6,766
     

 

 

      

 

 

      

 

 

      

 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

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INTEVAC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     Nine months ended  
     October 1,
2016
    October 3,
2015
 
     (Unaudited)  
     (In thousands)  

Operating activities

    

Net loss

   $ (10,276   $ (6,640

Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:

    

Depreciation and amortization

     3,744        3,453   

Net amortization of investment premiums and discounts

     96        265   

Equity-based compensation

     2,896        2,649   

Change in the fair value of acquisition-related contingent consideration

     (90     (350

Deferred income taxes

     9        (28

(Gain) loss on disposal of equipment

     (8     270   

Changes in operating assets and liabilities

     577        65   
  

 

 

   

 

 

 

Total adjustments

     7,224        6,324   
  

 

 

   

 

 

 

Net cash and cash equivalents used in operating activities

     (3,052     (316

Investing activities

    

Purchases of investments

     (10,433     (17,434

Proceeds from sales and maturities of investments

     22,180        25,950   

Proceeds from sale of equipment

     8        11   

Purchases of leasehold improvements and equipment

     (2,535     (2,200

Increase in restricted cash

     (178     —     
  

 

 

   

 

 

 

Net cash and cash equivalents provided by investing activities

     9,042        6,327   

Financing activities

    

Common stock repurchases

     —          (10,879

Net proceeds from issuance of common stock

     1,482        1,691   

Taxes paid related to net share settlement

     (403     (118
  

 

 

   

 

 

 

Net cash and cash equivalents provided by (used in) financing activities

     1,079        (9,306

Effect of exchange rate changes on cash

     8        (153
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     7,077        (3,448

Cash and cash equivalents at beginning of period

     13,746        21,482   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 20,823      $ 18,034   
  

 

 

   

 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. Basis of Presentation

In the opinion of management, the unaudited interim condensed consolidated financial statements of Intevac, Inc. and its subsidiaries (Intevac or the Company) included herein have been prepared on a basis consistent with the January 2, 2016 audited consolidated financial statements and include all material adjustments, consisting of normal recurring adjustments, necessary to fairly present the information set forth therein. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Intevac’s Annual Report on Form 10-K for the fiscal year ended January 2, 2016 (“2015 Form 10-K”). Intevac’s results of operations for the three and nine months ended October 1, 2016 are not necessarily indicative of future operating results.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates.

 

2. Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) , which amends the existing guidance to require lessees to recognize lease assets and lease liabilities arising from operating leases in a classified balance sheet. The requirements of this ASU are effective for interim and annual reporting periods beginning after December 15, 2018, and early adoption is permitted. We are currently evaluating the impact that ASU 2016-02 will have on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718) . This ASU makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. The requirements of this ASU are effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. We are currently assessing how the adoption of this standard will impact our consolidated financial statements.

The FASB has issued several more amendments to the new revenue standard ASU 2014-09, as amended by ASU 2015-14:

March 2016 - ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) . ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to customers.

April 2016 - ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing . ASU 2016-10 covers two specific topics: performance obligations and licensing. This ASU includes guidance on immaterial promised goods or services, shipping or handling activities, separately identifiable performance obligations, functional or symbolic intellectual property licenses, sales-based and usage-based royalties, license restrictions (time, use, geographical) and licensing renewals.

May 2016 - ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients . ASU 2016-12 clarifies certain core recognition principles including collectability, sales tax presentation, noncash consideration, contract modifications and completed contracts at transition and disclosures no longer required if the full retrospective transition method is adopted.

We are currently assessing how the adoption of these new standards will impact our consolidated financial statements.

 

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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326). This ASU amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses. The requirements of this ASU are effective for interim and annual reporting periods beginning after December 15, 2019. We are currently assessing how the adoption of this standard will impact our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments . This ASU provides guidance related to the classification of certain transactions on the statement of cash flows. The requirements of this ASU are effective for reporting periods beginning after December 15, 2017, with early adoption permitted. Intevac does not expect the adoption of this update to have a material impact on its consolidated financial statements.

 

3. Inventories

Inventories are stated at the lower of average cost or market and consist of the following:

 

     October 1,      January 2,  
     2016      2016  
     (In thousands)  

Raw materials

   $ 11,506       $ 11,081   

Work-in-progress

     11,300         4,365   

Finished goods

     4,108         3,314   
  

 

 

    

 

 

 
   $ 26,914       $ 18,760   
  

 

 

    

 

 

 

Finished goods inventory consists primarily of completed systems that are undergoing installation and acceptance testing.

 

4. Equity-Based Compensation

At October 1, 2016, Intevac had equity-based awards outstanding under the 2012 Equity Incentive Plan and the 2004 Equity Incentive Plan (the “Plans”) and the 2003 Employee Stock Purchase Plan (the “ESPP”). Intevac’s stockholders approved all of these plans. The Plans permit the grant of incentive or non-statutory stock options, restricted stock, stock appreciation rights, restricted stock units (“RSUs”), performance units and performance bonus awards.

The ESPP provides that eligible employees may purchase Intevac’s common stock through payroll deductions at a price equal to 85% of the lower of the fair market value at the entry date into the applicable offering period or at the end of each applicable purchase interval. Offering periods are generally two years in length, and consist of a series of six-month purchase intervals. Eligible employees may join the ESPP at the beginning of any six-month purchase interval. Under the terms of the ESPP, employees can choose to have up to 15% of their base earnings withheld to purchase Intevac common stock.

 

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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

Compensation Expense

The effect of recording equity-based compensation for the three and nine months ended October 1, 2016 and October 3, 2015 was as follows:

 

     Three Months Ended      Nine Months Ended  
     October 1,
2016
     October 3,
2015
     October 1,
2016
     October 3,
2015
 
     (In thousands)  

Equity-based compensation by type of award:

           

Stock options

   $ 211       $ 265       $ 696       $ 707   

RSUs

     543         482         1,657         1,216   

ESPP awards

     151         240         543         726   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total equity-based compensation

   $ 905       $ 987       $ 2,896       $ 2,649   
  

 

 

    

 

 

    

 

 

    

 

 

 

Equity-based compensation expense is based on awards ultimately expected to vest and such amount has been reduced for estimated forfeitures. Forfeitures were estimated based on Intevac’s historical experience, which Intevac believes to be indicative of Intevac’s future experience.

Stock Options and ESPP

The fair value of stock options and ESPP awards is estimated at the grant date using the Black-Scholes option valuation model. The determination of fair value of stock options and ESPP awards on the date of grant using an option-pricing model is affected by Intevac’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards and actual employee stock option exercise behavior.

Option activity as of October 1, 2016 and changes during the nine months ended October 1, 2016 were as follows:

 

     Shares      Weighted Average
Exercise Price
 

Options outstanding at January 2, 2016

     2,433,647       $ 7.52   

Options granted

     407,500       $ 4.83   

Options cancelled and forfeited

     (91,084    $ 11.40   

Options exercised

     (6,959    $ 4.52   
  

 

 

    

Options outstanding at October 1, 2016

     2,743,104       $ 7.00   
  

 

 

    

Vested and expected to vest at October 1, 2016

     2,607,235       $ 7.08   

Options exercisable at October 1, 2016

     1,823,905       $ 7.74   

Intevac issued 384,000 shares under the ESPP during the nine months ended October 1, 2016.

 

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Table of Contents

INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

Intevac estimated the weighted-average fair value of stock options and employee stock purchase rights using the following weighted-average assumptions:

 

     Three Months Ended     Nine Months Ended  
     October 1,
2016
    October 3,
2015
    October 1,
2016
    October 3,
2015
 

Stock Options:

        

Weighted-average fair value of grants per share

   $ 1.90      $ 1.78      $ 1.75      $ 2.06   

Expected volatility

     40.53     45.87     44.00     46.25

Risk free interest rate

     0.97     1.09     0.94     1.41

Expected term of options (in years)

     3.96        3.95        4.29        3.99   

Dividend yield

     None        None        None        None   
     Three Months Ended     Nine Months Ended  
     October 1,
2016
    October 3,
2015
    October 1,
2016
    October 3,
2015
 

Stock Purchase Rights:

        

Weighted-average fair value of grants per share

   $ 1.69      $ 1.69      $ 1.55      $ 2.14   

Expected volatility

     37.51     41.22     39.22     43.45

Risk free interest rate

     0.63     0.69     0.75     0.45

Expected term of purchase rights (in years)

     1.00        1.90        1.87        1.36   

Dividend yield

     None        None        None        None   

The computation of the expected volatility assumptions used in the Black-Scholes calculations for new stock option grants and purchase rights is based on the historical volatility of Intevac’s stock price, measured over a period equal to the expected term of the stock option grant or purchase right. The risk-free interest rate is based on the yield available on U.S. Treasury Strips with an equivalent remaining term. The expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding and was determined based on historical experience of similar awards, giving consideration to the contractual terms of the equity-based awards and vesting schedules. The expected term of purchase rights represents the period of time remaining in the current offering period. The dividend yield assumption is based on Intevac’s history of not paying dividends and the assumption of not paying dividends in the future.

RSUs

A summary of the RSU activity is as follows:

 

     Shares      Weighted Average
Grant Date
Fair Value
 

Non-vested RSUs at January 2, 2016

     553,584       $ 6.16   

Granted

     761,027       $ 4.18   

Vested

     (258,038    $ 6.49   

Cancelled and forfeited

     (101,766    $ 4.81   
  

 

 

    

Non-vested RSUs at October 1, 2016

     954,807       $ 4.64   
  

 

 

    

 

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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

Time-based RSUs are converted into shares of Intevac common stock upon vesting on a one-for-one basis. Time-based RSUs typically are scheduled to vest over three and/or four years. Vesting of time-based RSUs is subject to the grantee’s continued service with Intevac. The compensation expense related to these awards is determined using the fair market value of Intevac common stock on the date of the grant, and the compensation expense is recognized over the vesting period.

Market condition-based RSUs vest upon the achievement of certain market conditions (our stock performance) during a set performance period (typically five years) subject to the grantee’s continued service with Intevac through the date the applicable market condition is achieved. The fair value is based on the values calculated under the Monte Carlo simulation model on the grant date. Compensation cost is not adjusted in future periods for subsequent changes in the expected outcome of market related conditions. The compensation expense is recognized over the derived service period. We granted 125,000 of such awards to certain executive officers in the nine months ended October 1, 2016. These awards have a derived service period of 2.8 years.

Intevac estimated the weighted-average fair value of market condition-based RSUs using the following weighted-average assumptions:

 

     Nine Months Ended  
     October 1, 2016  

Weighted-average fair value of grants per share

   $ 2.46   

Expected volatility

     47.65

Risk free interest rate

     1.35

Expected term (in years)

     4.79   

Dividend yield

     None   

In fiscal 2016, the annual bonus for certain participants in the Company’s annual incentive plan will be settled with RSUs with one year vesting. The Company accrued for the payment of bonuses at the expected company-wide payout percentage amount at October 1, 2016 and October 3, 2015, which amounts were less than the target bonus amounts for each participant. The bonus accrual is classified as a liability until the number of shares is determined on the date the awards are granted, at which time the Company classifies the awards into equity. In February 2016, the annual 2015 bonus for certain participants was settled with RSUs with one year vesting. 34 participants were granted stock awards to receive 266,000 shares of common stock with a weighted average grant date fair value of $4.40 per share. In February 2015, the 2014 annual bonus for certain participants was settled with RSUs with one year vesting. 29 participants were granted stock awards to receive 133,000 shares of common stock with a weighted average grant date fair value of $6.85 per share. The Company recorded equity-based compensation expense related to the annual incentive plan of $120,000 and $364,000, respectively, for the three and nine months ended October 1, 2016 and $133,000 and $205,000, respectively, for the three and nine months ended October 3, 2015.

 

5. Purchased Intangible Assets

Details of finite-lived intangible assets by segment as of October 1, 2016 are as follows.

 

     October 1, 2016  
     Gross
Carrying
Amount
     Accumulated
Amortization
     Net
Carrying
Amount
 
     (In thousands)  

Equipment

   $ 7,172       $ (4,944    $ 2,228   

Photonics

     1,215         (971      244   
  

 

 

    

 

 

    

 

 

 
   $ 8,387       $ (5,915    $ 2,472   
  

 

 

    

 

 

    

 

 

 

 

11


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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

Total amortization expense of finite-lived intangibles for the three and nine months ended October 1, 2016 was $213,000 and $640,000, respectively.

As of October 1, 2016, future amortization expense is expected to be as follows.

 

(In thousands)       

2016

   $ 213   

2017

     754   

2018

     615   

2019

     615   

2020

     275   
  

 

 

 
   $ 2,472   
  

 

 

 

 

6. Acquisition-Related Contingent Consideration

In connection with the acquisition of Solar Implant Technologies, Inc. (“SIT”), Intevac agreed to pay to the selling shareholders in cash a revenue earnout on Intevac’s net revenue from commercial sales of certain products over a specified period up to an aggregate of $9.0 million. Intevac estimated the fair value of this contingent consideration on October 1, 2016 based on probability-based forecasted revenues reflecting Intevac’s own assumptions concerning future revenue from such products. As of October 1, 2016, payments made associated with the revenue earnout obligation have not been significant.

The fair value measurement of contingent consideration is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Any change in fair value of the contingent consideration subsequent to the acquisition date is recognized in loss from operations within the consolidated statement of operations. The following table represents a reconciliation of the change in the fair value measurement of the contingent consideration liability for the three and nine month periods ended October 1, 2016 and October 3, 2015:

 

     Three Months Ended      Nine Months Ended  
     October 1,
2016
     October 3,
2015
     October 1,
2016
     October 3,
2015
 
     (In thousands)  

Opening balance

   $ 748       $ 934       $ 890       $ 1,134   

Changes in fair value

     52         (150      (90      (350
  

 

 

    

 

 

    

 

 

    

 

 

 

Closing balance

   $ 800       $ 784       $ 800       $ 784   
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table displays the balance sheet classification of the contingent consideration liability account at October 1, 2016 and at January 2, 2016:

 

     October 1,      January 2,  
     2016      2016  
     (In thousands)  

Other accrued liabilities

   $ 108       $ 179   

Other long-term liabilities

     692         711   
  

 

 

    

 

 

 

Total acquisition-related contingent consideration

   $ 800       $ 890   
  

 

 

    

 

 

 

 

12


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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

The following table represents the quantitative range of the significant unobservable inputs used in the calculation of fair value of the continent consideration liability as of October 1, 2016. Significant increases or decreases in any of these inputs in isolation would result in a significantly lower or higher fair value measurement.

 

Quantitative Information about Level 3 Fair Value Measurements at October 1, 2016

 
     Fair Value      Valuation Technique      Unobservable Input    Range (Weighted Average)  
     (In thousands, except for percentages)  

Revenue Earnout

   $ 800         Discounted cash flow       Weighted average cost of capital

Probability weighting of achieving
revenue forecasts

    

 

 

13.5%

 

10.0% - 80.0% (31.8%)

  

 

  

 

7. Warranty

Intevac provides for the estimated cost of warranty when revenue is recognized. Intevac’s warranty is per contract terms and for its disk manufacturing, photovoltaic (“PV”) manufacturing and display cover panel (“DCP”) manufacturing systems the warranty typically ranges between 12 and 24 months from customer acceptance. During this warranty period any defective non-consumable parts are replaced and installed at no charge to the customer. The warranty period on consumable parts is limited to their reasonable usable lives. Intevac uses estimated repair or replacement costs along with its historical warranty experience to determine its warranty obligation. Intevac generally provides a twelve month warranty on its Photonics’ products. The provision for the estimated future costs of warranty is based upon historical cost and product performance experience. Intevac exercises judgment in determining the underlying estimates.

On the condensed consolidated balance sheets, the short-term portion of the warranty provision is included in other accrued liabilities, while the long-term portion is included in other long-term liabilities. The expense associated with product warranties issued or adjusted is included in cost of net revenues on the condensed consolidated statements of operations.

The following table displays the activity in the warranty provision account for the three and nine months ended October 1, 2016 and October 3, 2015:

 

     Three Months Ended      Nine Months Ended  
     October 1,
2016
     October 3,
2015
     October 1,
2016
     October 3,
2015
 
     (In thousands)  

Opening balance

   $ 592       $ 1,278       $ 982       $ 1,186   

Expenditures incurred under warranties

     (80      (77      (384      (297

Accruals for product warranties issued during the reporting period

     320         139         494         738   

Adjustments to previously existing warranty accruals

     (110      (169      (370      (456
  

 

 

    

 

 

    

 

 

    

 

 

 

Closing balance

   $ 722       $ 1,171       $ 722       $ 1,171   
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table displays the balance sheet classification of the warranty provision account at October 1, 2016 and at January 2, 2016:

 

     October 1,      January 2,  
     2016      2016  
     (In thousands)  

Other accrued liabilities

   $ 579       $ 835   

Other long-term liabilities

     143         147   
  

 

 

    

 

 

 

Total warranty provision

   $ 722       $ 982   
  

 

 

    

 

 

 

 

13


Table of Contents

INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

8. Guarantees

Officer and Director Indemnifications

As permitted or required under Delaware law and to the maximum extent allowable under that law, Intevac has certain obligations to indemnify its current and former officers and directors for certain events or occurrences while the officer or director is, or was serving, at Intevac’s request in such capacity. These indemnification obligations are valid as long as the director or officer acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The maximum potential amount of future payments Intevac could be required to make under these indemnification obligations is unlimited; however, Intevac has a director and officer insurance policy that mitigates Intevac’s exposure and enables Intevac to recover a portion of any future amounts paid. As a result of Intevac’s insurance policy coverage, Intevac believes the estimated fair value of these indemnification obligations is not material.

Other Indemnifications

As is customary in Intevac’s industry, many of Intevac’s contracts provide remedies to certain third parties such as defense, settlement, or payment of judgments for intellectual property claims related to the use of its products. Such indemnification obligations may not be subject to maximum loss clauses. Historically, payments made related to these indemnifications have been immaterial.

Letters of Credit

As of October 1, 2016, we had letters of credit and bank guarantees outstanding totaling $2.0 million, including the standby letter of credit outstanding under the Santa Clara, California facility lease, a banker’s guarantee which guarantees customer advances under a customer contract, and a guarantee on a supplier accounts payable credit card program with our bank. These letters of credit and bank guarantees are collateralized by $2.0 million of restricted cash.

 

14


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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

9. Cash, Cash Equivalents and Investments

Cash and cash equivalents, short-term investments and long-term investments consist of:

 

     October 1, 2016  
     Amortized
Cost
     Unrealized
Holding
Gains
     Unrealized
Holding
Losses
     Fair Value  
     (In thousands)  

Cash and cash equivalents:

           

Cash

   $ 12,457       $ —         $ —         $ 12,457   

Money market funds

     8,366         —           —           8,366   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total cash and cash equivalents

   $ 20,823       $ —         $ —         $ 20,823   

Short-term investments:

           

Commercial paper

   $ 1,493       $ —         $ 1       $ 1,492   

Corporate bonds and medium-term notes

     6,847         2         3         6,846   

Municipal bonds

     1,027         —           —           1,027   

U.S. treasury and agency securities

     6,454         3         —           6,457   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total short-term investments

   $ 15,821       $ 5       $ 4       $ 15,822   

Long-term investments:

           

Corporate bonds and medium-term notes

   $ 3,757       $ 3       $ 2       $ 3,758   

Municipal bonds

     500         —           1         499   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total long-term investments

   $ 4,257       $ 3       $ 3       $ 4,257   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total cash, cash equivalents, and investments

   $ 40,901       $ 8       $ 7       $ 40,902   
  

 

 

    

 

 

    

 

 

    

 

 

 
     January 2, 2016  
     Amortized
Cost
     Unrealized
Holding
Gains
     Unrealized
Holding
Losses
     Fair Value  
     (In thousands)  

Cash and cash equivalents:

           

Cash

   $ 6,208       $ —         $ —         $ 6,208   

Money market funds

     7,538         —           —           7,538   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total cash and cash equivalents

   $ 13,746       $ —         $ —         $ 13,746   

Short-term investments:

           

Corporate bonds and medium-term notes

   $ 9,978       $ —         $ 7       $ 9,971   

Municipal bonds

     4,238         —           —           4,238   

U.S. treasury and agency securities

     8,999         —           —           8,999   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total short-term investments

   $ 23,215       $ —         $ 7       $ 23,208   

Long-term investments:

           

Corporate bonds and medium-term notes

   $ 6,212       $ —         $ 23       $ 6,189   

U.S. treasury and agency securities

     3,494         —           10         3,484   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total long-term investments

   $ 9,706       $ —         $ 33       $ 9,673   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total cash, cash equivalents, and investments

   $ 46,667       $ —         $ 40       $ 46,627   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

15


Table of Contents

INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

The contractual maturities of available-for-sale securities at October 1, 2016 are presented in the following table.

 

     Amortized
Cost
     Fair Value  
     (In thousands)  

Due in one year or less

   $ 24,187       $ 24,188   

Due after one through two years

     4,257         4,257   
  

 

 

    

 

 

 
   $ 28,444       $ 28,445   
  

 

 

    

 

 

 

The following table provides the fair market value of Intevac’s investments with unrealized losses that are not deemed to be other-than temporarily impaired as of October 1, 2016.

 

     October 1, 2016  
     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)  

Commercial paper

   $ 1,092       $ 1       $ —         $ —     

Corporate bonds and medium-term notes

     5,717         5         —           —     

Municipal bonds

     1,099         1         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 7,908       $ 7       $ —         $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

All prices for the fixed maturity securities including U.S. Treasury and agency securities, commercial paper, corporate bonds and municipal bonds are received from independent pricing services utilized by Intevac’s outside investment manager. This investment manager performs a review of the pricing methodologies and inputs utilized by the independent pricing services for each asset type priced by the vendor. In addition, on at least an annual basis, the investment manager conducts due diligence visits and interviews with each pricing vendor to verify the inputs utilized for each asset class. The due diligence visits include a review of the procedures performed by each vendor to ensure that pricing evaluations are representative of the price that would be received to sell a security in an orderly transaction. Any pricing where the input is based solely on a broker price is deemed to be a Level 3 price. Intevac uses the pricing data obtained from its outside investment manager as the primary input to make its assessments and determinations as to the ultimate valuation of the above-mentioned securities and has not made, during the periods presented, any material adjustments to such inputs.

The following table represents the fair value hierarchy of Intevac’s available-for-sale securities measured at fair value on a recurring basis as of October 1, 2016.

 

     Fair Value Measurements
at October 1, 2016
 
     Total      Level 1      Level 2  
     (In thousands)  

Recurring fair value measurements:

        

Available-for-sale securities

        

Money market funds

   $ 8,366       $ 8,366       $ —     

U.S. treasury and agency securities

     6,457         3,500         2,957   

Commercial paper

     1,492         —           1,492   

Corporate bonds and medium-term notes

     10,604         —           10,604   

Municipal bonds

     1,526         —           1,526   
  

 

 

    

 

 

    

 

 

 

Total recurring fair value measurements

   $ 28,445       $ 11,866       $ 16,579   
  

 

 

    

 

 

    

 

 

 

 

16


Table of Contents

INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

10. Derivative Instruments

The Company uses foreign currency forward contracts to mitigate variability in gains and losses generated from the re-measurement of certain monetary assets and liabilities denominated in foreign currencies and to offset certain operational exposures from the impact of changes in foreign currency exchange rates. These derivatives are carried at fair value with changes recorded in interest income and other, net in the condensed consolidated statements of operations. Changes in the fair value of these derivatives are largely offset by re-measurement of the underlying assets and liabilities. Cash flows from such derivatives are classified as operating activities. The derivatives have original maturities of approximately 30 and 60 days.

The following table summarizes the Company’s outstanding derivative instruments on a gross basis as recorded in its condensed consolidated balance sheets as of October 1, 2016 and January 2, 2016:

 

    Notional Amounts     Derivative Assets     Derivative Liabilities  

Derivative Instruments

  October 1,
2016
    January 2,
2016
    October 1,
2016
    January 2,
2016
    October 1,
2016
    January 2,
2016
 
                Balance
Sheet
Line
    Fair
Value
    Balance
Sheet
Line
    Fair
Value
    Balance
Sheet
Line
    Fair
Value
    Balance
Sheet
Line
    Fair
Value
 
    (In thousands)  

Undesignated Hedges:

               

Forward Foreign Currency Contracts

  $ 1,993      $ 924        (a )       $ —          (a )       $ 1        (b )     $ 9        (b )     $ 4   
 

 

 

   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Hedges

  $ 1,993      $ 924        $ —          $ 1        $ 9        $ 4   
 

 

 

   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

 

(a) Prepaid expenses and other current assets
(b) Other accrued liabilities

 

11. Equity

Stock Repurchase Program

On November 21, 2013, Intevac’s Board of Directors approved a stock repurchase program authorizing up to $30.0 million in repurchases. At October 1, 2016, $1.5 million remains available for future stock repurchases under the repurchase program.

The following table summarizes Intevac’s stock repurchases:

 

     Three Months Ended      Nine Months Ended  
    

  October 1, 2016  

       October 3, 2015          October 1, 2016          October 3, 2015    
     (In thousands, except per share amounts)  

Shares of common stock repurchased

     —           331         —           1,903   

Cost of stock repurchased

   $ —         $ 1,670       $ —         $ 10,950   

Average price paid per share

   $ —         $ 5.01       $ —         $ 5.73   

Intevac records treasury stock purchases under the cost method using the first-in, first-out (FIFO) method. Upon reissuance of treasury stock, amounts in excess of the acquisition cost are credited to additional paid-in capital. If Intevac reissues treasury stock at an amount below its acquisition cost and additional paid-in capital associated with prior treasury stock transactions is insufficient to cover the difference between the acquisition cost and the reissue price, this difference is recorded against retained earnings.

 

17


Table of Contents

INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

Accumulated Other Comprehensive Income

The changes in accumulated other comprehensive income by component for the three and nine months ended October 1, 2016 and October 3, 2015, are as follows.

 

     Three Months Ended     Nine Months Ended  
     October 1, 2016  
     Foreign
currency
    Unrealized
holding
gains on
available-
for-sale
investments
    Total     Foreign
currency
    Unrealized
holding
gains on
available-
for-sale
investments
    Total  
     (In thousands)  

Beginning balance

   $ 474      $ 17      $ 491      $ 452      $ (40   $ 412   

Other comprehensive income (loss) before reclassification

     (17     (16     (33     5        41        46   

Amounts reclassified from other comprehensive income

     —          —          —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net current-period other comprehensive income (loss)

     (17     (16     (33     5        41        46   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

   $ 457      $ 1      $ 458      $ 457      $ 1      $ 458   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     Three Months Ended     Nine Months Ended  
     October 3, 2015  
     Foreign
currency
    Unrealized
holding
gains on
available-
for-sale
investments
    Total     Foreign
currency
    Unrealized
holding
gains on
available-
for-sale
investments
    Total  
     (In thousands)  

Beginning balance

   $ 585      $ 24      $ 609      $ 620      $ (1   $ 619   

Other comprehensive income (loss) before reclassification

     (115     (1     (116     (150     24        (126

Amounts reclassified from other comprehensive income

     —          —          —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net current-period other comprehensive income (loss)

     (115     (1     (116     (150     24        (126
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

   $ 470      $ 23      $ 493      $ 470      $ 23      $ 493   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

18


Table of Contents

INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

12. Net Loss Per Share

The following table sets forth the computation of basic and diluted loss per share:

 

     Three Months Ended      Nine Months Ended  
     October 1, 2016      October 3, 2015      October 1, 2016      October 3, 2015  
     (In thousands, except per share amounts)  

Net loss

   $ (481    $ (3,759    $ (10,276    $ (6,640
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted-average shares – basic

     20,869         22,004         20,704         22,621   

Effect of dilutive potential common shares

     —           —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted-average shares – diluted

     20,869         22,004         20,704         22,621   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss per share – basic and diluted

   $ (0.02    $ (0.17    $ (0.50    $ (0.29
  

 

 

    

 

 

    

 

 

    

 

 

 

As the Company is in a net loss position, all of the Company’s equity instruments are considered antidilutive.

 

13. Segment Reporting

Intevac’s two reportable segments are: Thin-film Equipment and Photonics. Effective in the first quarter of 2015, Intevac renamed the Equipment segment Thin-film Equipment. Intevac’s chief operating decision-maker has been identified as the President and CEO, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Segment information is presented based upon Intevac’s management organization structure as of October 1, 2016 and the distinctive nature of each segment. Future changes to this internal financial structure may result in changes to the reportable segments disclosed.

Each reportable segment is separately managed and has separate financial results that are reviewed by Intevac’s chief operating decision-maker. Each reportable segment contains closely related products that are unique to the particular segment. Segment operating profit is determined based upon internal performance measures used by the chief operating decision-maker.

Intevac derives the segment results from its internal management reporting system. The accounting policies Intevac uses to derive reportable segment results are substantially the same as those used for external reporting purposes. Management measures the performance of each reportable segment based upon several metrics, including orders, net revenues and operating income. Management uses these results to evaluate the performance of, and to assign resources to, each of the reportable segments. Intevac manages certain operating expenses separately at the corporate level. Intevac allocates certain of these corporate expenses to the segments in an amount equal to 3% of net revenues. Segment operating income excludes interest income/expense and other financial charges and income taxes according to how a particular reportable segment’s management is measured. Management does not consider impairment charges, gains and losses on divestitures and sales of intellectual property, and unallocated costs in measuring the performance of the reportable segments.

The Thin-film Equipment segment designs, develops and markets vacuum process equipment solutions for high-volume manufacturing of small substrates with precise thin-film properties, such as for the hard drive, solar cell and DCP industries, as well as other adjacent thin-film markets.

The Photonics segment develops compact, cost-effective, high-sensitivity digital-optical products for the capture and display of low-light images. Intevac provides sensors, cameras and systems for government applications such as night vision.

 

19


Table of Contents

INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

Information for each reportable segment for the three and nine months ended October 1, 2016 and October 3, 2015 is as follows:

Net Revenues

 

     Three Months Ended      Nine Months Ended  
     October 1,
2016
     October 3,
2015
     October 1,
2016
     October 3,
2015
 
     (In thousands)  

Thin-film Equipment

   $ 14,272       $ 9,192       $ 25,941       $ 31,314   

Photonics

     8,287         9,226         25,201         27,448   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total segment net revenues

   $ 22,559       $ 18,418       $ 51,142       $ 58,762   
  

 

 

    

 

 

    

 

 

    

 

 

 

Operating Income (Loss)

 

     Three Months Ended      Nine Months Ended  
     October 1,
2016
     October 3,
2015
     October 1,
2016
     October 3,
2015
 
     (In thousands)  

Thin-film Equipment

   $ (998    $ (3,935    $ (10,117    $ (7,226

Photonics

     1,737         1,308         3,656         4,060   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total segment operating income (loss)

     739         (2,627      (6,461      (3,166
  

 

 

    

 

 

    

 

 

    

 

 

 

Unallocated costs

     (1,063      (1,153      (3,986      (3,270
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss from operations

     (324      (3,780      (10,447      (6,436

Interest income and other income (expense), net

     60         23         184         88   
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss before income taxes

   $ (264    $ (3,757    $ (10,263    $ (6,348
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets for each reportable segment as of October 1, 2016 and January 2, 2016 are as follows:

Assets

 

     October 1,
2016
     January 2,
2016
 
     (In thousands)  

Thin-film Equipment

   $ 40,998       $ 29,528   

Photonics

     17,553         16,029   
  

 

 

    

 

 

 

Total segment assets

     58,551         45,557   
  

 

 

    

 

 

 

Cash, cash equivalents and investments

     40,902         46,627   

Restricted cash

     1,958         1,780   

Deferred income taxes

     3         12   

Other current assets

     2,090         1,052   

Common property, plant and equipment

     1,099         1,218   

Other assets

     925         1,435   
  

 

 

    

 

 

 

Consolidated total assets

   $ 105,528       $ 97,681   
  

 

 

    

 

 

 

 

20


Table of Contents

INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

14. Restructuring Charges

During the first quarter of fiscal 2015, Intevac substantially completed implementation of the 2015 cost reduction plan (the “Plan”), which reduced expenses and reduced its workforce by 3 percent. The cost of implementing the Plan was reported under cost of net revenues and operating expenses in the condensed consolidated statements of operations. Substantially all cash outlays in connection with the Plan occurred in the first quarter of fiscal 2015. Implementation of the Plan reduced salary, wages and other employee-related expenses by approximately $1.4 million on an annual basis.

The changes in restructuring reserves associated with the Plan for the nine months ended October 3, 2015 are as follows:

 

     October 3,
2015
 
     Severance and
other
employee-
related costs
 
     (In thousands)
 

Beginning balance

   $ —     

Provision for restructuring reserves

     148   

Cash payments made

     (148
  

 

 

 

Ending balance

   $ —     
  

 

 

 

 

15. Income Taxes

Intevac recorded income tax provisions of $217,000 and $13,000 for the three and nine months ended October 1, 2016, respectively, and tax provisions of $2,000 and $292,000 for the three and nine months ended October 3, 2015, respectively. Intevac recorded the following discrete items for withholding tax for royalties payable to the United States from Intevac’s Singapore subsidiary: income tax charges of $172,000 and $216,000 in the three and nine months ended October 1, 2016, respectively. Intevac also recorded the following discrete items for audit considerations in foreign jurisdictions: a $281,000 income tax benefit during the nine months ended October 1, 2016 and a $262,000 income tax charge during the nine months ended October 3, 2015. The income tax provisions (benefits) for the three and nine month periods are based upon estimates of annual income (loss), annual permanent differences and statutory tax rates in the various jurisdictions in which Intevac operates. Intevac did not recognize benefits on the U.S. net operating loss and on the Singapore net operating loss for the three and nine month periods ended October 1, 2016 and October 3, 2015 due to having full valuation allowances on the U.S. deferred tax assets and on the Singapore deferred tax assets. Intevac’s tax rate differs from the applicable statutory rates due primarily to establishment of a valuation allowance, the utilization of deferred and current credits and the effect of permanent differences and adjustments of prior permanent differences. Intevac’s future effective income tax rate depends on various factors, including the level of Intevac’s projected earnings, the geographic composition of worldwide earnings, tax regulations governing each region, net operating loss carryforwards, availability of tax credits and the effectiveness of Intevac’s tax planning strategies. Management carefully monitors these factors and timely adjusts the effective income tax rate.

The Inland Revenue Authority of Singapore (“IRAS”) is currently conducting a review of the fiscal 2009 through 2012 tax returns of the Company’s wholly-owned subsidiary, Intevac Asia Pte. Ltd. IRAS has challenged the Company’s tax position with respect to certain aspects of the Company’s transfer pricing. Under Singapore tax law, the Company must pay all contested taxes and the related interest to have the right to defend its position. As a result, the Company made deposits of $318,000 for the 2009 tax year in fiscal 2014 and $1.1 million for the 2010 tax year in fiscal 2015, respectively. In June 2016, IRAS allowed the deduction of a portion of the challenged deductions and the Company received a partial refund of $517,000 of the contested taxes. Accordingly, in the

 

21


Table of Contents

INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

second quarter of fiscal 2016, the Company derecognized a portion of the tax accrual of approximately $281,000 by reducing the income tax provision by $281,000. The contested tax deposits of $919,000 and $1.4 million are included in other long-term assets at October 1, 2016 and January 2, 2016, respectively, on the condensed consolidated balance sheets. The ultimate outcome of this examination is subject to uncertainty. The Company’s management and its advisors continue to believe that the Company is “more likely than not” to successfully defend that the tax treatment was proper and in accordance with Singapore tax regulations. Based on the information currently available, the Company does not anticipate a significant increase or decrease to its unrecognized tax benefits for this matter within the next twelve months. We believe that adequate amounts have been reserved for any adjustments that may ultimately result from this or other examinations. Presently, there are no other active income tax examinations in the jurisdictions where Intevac operates.

 

16. Contingencies

From time to time, Intevac may have certain contingent liabilities that arise in the ordinary course of its business activities. Intevac accounts for contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.

 

22


Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains forward-looking statements, which involve risks and uncertainties. Words such as “believes,” “expects,” “anticipates” and the like indicate forward-looking statements. These forward-looking statements include comments related to Intevac’s shipments, projected revenue recognition, product costs, gross margin, operating expenses, interest income, income taxes, cash balances and financial results in 2016 and beyond; projected customer requirements for Intevac’s new and existing products, and when, and if, Intevac’s customers will place orders for these products; Intevac’s ability to proliferate its Photonics technology into major military programs and to develop and introduce commercial imaging products; the timing of delivery and/or acceptance of the systems and products that comprise Intevac’s backlog for revenue and the Company’s ability to achieve cost savings. Intevac’s actual results may differ materially from the results discussed in the forward-looking statements for a variety of reasons, including those set forth under “Risk Factors” and in other documents we file from time to time with the Securities and Exchange Commission, including our Annual Report on Form 10-K filed on February 17, 2016, and our periodic Form 10-Q’s and Form 8-K’s.

Overview

Intevac is a provider of vacuum deposition equipment for a wide variety of thin-film applications, and a leading provider of digital night-vision technologies and products to the defense industry. The Company leverages its core capabilities in high-volume manufacturing of small substrates to provide process manufacturing equipment solutions to the hard disk drive, solar cell and display cover panel (“DCP”) industries. Intevac also provides sensors, cameras and systems for government applications such as night vision. Intevac’s customers include manufacturers of hard disk media, solar cells and DCPs as well as the U.S. government and its agencies, allies and contractors. Intevac reports two segments: Thin-film Equipment and Photonics.

Product development and manufacturing activities occur in North America and Asia. Intevac has field offices in Asia to support its Thin-film Equipment customers. Intevac’s products are highly technical and are sold primarily through Intevac’s direct sales force. Intevac also sells its products through distributors in Japan and China.

Intevac’s results are driven by a number of factors including success in its equipment growth initiatives in the DCP and solar markets and by worldwide demand for hard disk drives. Demand for hard disk drives depends on the growth in digital data creation and storage, the rate of areal density improvements, the end-user demand for PCs, enterprise data storage, nearline “cloud” applications, video players and video game consoles that include such drives. Intevac continues to execute its strategy of equipment diversification into new markets by introducing new products, such as for PV solar cell manufacturing and a thin-film physical vapor deposition (“PVD”) application for protective coating for DCP manufacturing. Intevac believes that expansion into these markets will result in incremental equipment revenues for Intevac and decrease Intevac’s dependence on the hard disk drive industry. Intevac’s equipment business is subject to cyclical industry conditions, as demand for manufacturing equipment and services can change depending on supply and demand for hard disk drives, PV cells, and cell phones as well as other factors such as global economic conditions and technological advances in fabrication processes.

 

23


Table of Contents

The following table presents certain significant measurements for the three and nine months ended October 1, 2016 and October 3, 2015:

 

     Three months ended      Nine months ended  
     October 1,
2016
    October 3,
2015
    Change over
prior period
     October 1,
2016
    October 3,
2015
    Change over
prior period
 
     (In thousands, except percentages and per share amounts)  

Net revenues

   $ 22,559      $ 18,418      $ 4,141       $ 51,142      $ 58,762      $ (7,620

Gross profit

   $ 8,515      $ 4,912      $ 3,603       $ 18,497      $ 19,640      $ (1,143

Gross margin percent

     37.7     26.7     11.0 points         36.2     33.4     2.8 points   

Loss from operations

   $ (324   $ (3,780   $ 3,456       $ (10,447   $ (6,436   $ (4,011

Net loss

   $ (481   $ (3,759   $ 3,278       $ (10,276   $ (6,640   $ (3,636

Net loss per diluted share

   $ (0.02   $ (0.17   $ 0.15       $ (0.50   $ (0.29   $ (0.21

Net revenues for the third quarter of fiscal 2016 increased compared to the same period in the prior year primarily due to higher equipment revenues as the Company recognized revenue on two 200 Leans sold to a disk manufacturer and a pilot solar ion implant tool, offset in part by lower Photonics product sales and lower Photonics contract research and development (“R&D”). Net revenues for the third quarter of fiscal 2015 included revenue recognition of the first MATRIX™ PVD system for solar panels. The operating loss for the third quarter of fiscal 2016 decreased compared to the same period in the prior year as a result of higher revenue and higher gross margins, offset in part by slightly higher operating expenses.

Net revenues for the first nine months of fiscal 2016 declined compared to the same period in the prior year primarily due to lower sales of technology upgrades to disk manufacturers, lower Photonics product sales and lower Photonics contract R&D, offset in part by higher equipment system sales. Thin-film Equipment recognized revenue on two 200 Lean systems in the first nine months of fiscal 2016 compared to one 200 Lean system in the first nine months 2015. Thin-film Equipment recognized revenue in both the first nine months of fiscal 2016 and first nine months of fiscal 2015 on one VERTEX™ coating system for DCPs. Thin-film Equipment also recognized revenue on one pilot solar ion implant tool in the first nine months of fiscal 2016. Thin-film Equipment recognized revenue on the first MATRIX PVD system for solar panels and recognized revenue under a Non-Recurring Engineering (“NRE”) arrangement in the first nine months of fiscal 2015. The net loss for the first nine months of fiscal 2016 increased compared to the same period in the prior year was primarily due to lower revenues, lower gross margins and higher operating expenses. Lower R&D spending in the first nine months of 2015 reflected costs recovered under a customer-funded NRE arrangement in Thin-film Equipment.

In fiscal 2016, although our hard disk drive customers experienced increased demand from enterprise data storage and nearline “cloud” applications, Intevac expects that our hard disk drive customers’ media production capacity will continue to exceed demand. The Company expects that shipments of Intevac equipment to hard disk drive manufacturers will be modestly higher than 2015 levels as a disk manufacturer takes delivery of equipment to replace older legacy tools. In 2016, Intevac expects higher sales of new thin-film equipment products as Intevac delivers the initial production shipments of our coating system for DCPs and as solar cell manufacturers begin to adopt new vacuum technologies in the manufacturing of solar cells. For fiscal 2016, Intevac expects that Photonics business levels will be slightly lower than 2015 levels due to lower average sales prices for the Apache helicopter pilot night vision systems and lower levels of contract R&D, offset in part by increased night vision camera modules shipments for the F35 Joint Strike Fighter program.

Intevac’s trademarks, include the following: “200 Lean ® ,” “AccuLuber™,” “EBAPS ® ,” “ENERG i ™,” “I-Port™,” “LIVAR ® ,” “INTEVAC MATRIX™,” “MicroVista ® ,” “NightVista ® ,” “Night Port™,” “oDLC™” and “INTEVAC VERTEX™”.

 

24


Table of Contents

Results of Operations

Net revenues

 

     Three months ended     Nine months ended  
     October 1,
2016
     October 3,
2015
     Change over
prior period
    October 1,
2016
     October 3,
2015
     Change over
prior period
 
     (In thousands)  

Thin-film Equipment

   $ 14,272       $ 9,192       $ 5,080      $ 25,941       $ 31,314       $ (5,373

Photonics

                

Products

   $ 6,689       $ 7,128       $ (439   $ 21,385       $ 21,735       $ (350

Contract R&D

     1,598         2,098         (500     3,816         5,713         (1,897
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 
     8,287         9,226         (939     25,201         27,448         (2,247
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total net revenues

   $ 22,559       $ 18,418       $ 4,141      $ 51,142       $ 58,762       $ (7,620
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Thin-film Equipment revenue for the three months ended October 1, 2016 increased over the same period in the prior year as a result of revenue recognition on two 200 Lean systems and a pilot solar ion implant tool and higher service revenue, offset in part by lower sales of technology upgrades and spare parts. Thin-film Equipment revenue for the three months ended October 3, 2015 included revenue recognition of the first MATRIX PVD system for solar panels. Thin-film Equipment revenue for the nine months ended October 1, 2016 decreased compared to the same period in the prior year as lower sales of technology upgrades and spare parts were offset in part by higher systems and service revenue. Thin-film Equipment recognized revenue on two 200 Lean systems in the first nine months of fiscal 2016 compared to one 200 Lean system in the first nine months 2015. Thin-film Equipment recognized revenue in both the first nine months of fiscal 2016 and first nine months of fiscal 2015 on one VERTEX coating system for DCPs. Thin-film Equipment also recognized revenue on one pilot solar ion implant tool in the first nine months of fiscal 2016. Thin-film Equipment recognized revenue on the first MATRIX PVD system for solar panels and recognized revenue under a NRE arrangement in the first nine months of fiscal 2015.

Photonics revenue for both the three month and nine month periods ended October 1, 2016 decreased from the same periods in the prior year as a result of lower product sales revenues and lower contract R&D work.

Backlog

 

     October 1,
2016
     January 2,
2016
     October 3,
2015
 
     (In thousands)  

Thin-film Equipment

   $ 49,234       $ 19,337       $ 24,091   

Photonics

     23,703         31,833         28,668   
  

 

 

    

 

 

    

 

 

 

Total backlog

   $ 72,937       $ 51,170       $ 52,759   
  

 

 

    

 

 

    

 

 

 

Thin-film Equipment backlog at October 1, 2016 included four 200 Lean disk sputtering systems, one PV deposition system, three PVD coating systems for DCPs and three PV implant systems. Thin-film Equipment backlog at January 2, 2016 includes one PV deposition system, one PVD coating system for DCPs and two PV implant systems. Thin-film Equipment backlog at October 3, 2015 included one PV deposition system, two PV implant systems and one PVD coating system for DCPs.

 

25


Table of Contents

Revenue by geographic region

 

     Three months ended     Nine months ended  
     October 1,
2016
     October 3,
2015
     Change over
prior period
    October 1,
2016
     October 3,
2015
     Change over
prior period
 
     (In thousands)  

United States

   $ 9,066       $ 11,035       $ (1,969   $ 27,603       $ 38,626       $ (11,023

Asia

     13,311         7,237         6,074        22,801         18,370         4,431   

Europe

     182         146         36        738         1,766         (1,028
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total net revenues

   $ 22,559       $ 18,418       $ 4,141      $ 51,142       $ 58,762       $ (7,620
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

International sales include products shipped to overseas operations of U.S. companies. Higher U.S. sales in 2015 included the delivery of a 200 Lean system to a U.S. factory of a U.S. customer and revenue recognized under a NRE arrangement with a U.S. PV customer. The increase in sales to the Asia region in 2016 versus 2015 was primarily due to sales of two 200 Lean systems and a pilot solar ion implant tool, offset in part by lower sales of technology upgrades. Sales to the Europe region were primarily due to sales of Photonics’ digital night-vision cameras to a NATO customer. This contract ended in fiscal 2015.

Gross profit

 

     Three months ended      Nine months ended  
     October 1,
2016
     October 3,
2015
     Change over
prior period
     October 1,
2016
     October 3,
2015
     Change over
prior period
 
     (In thousands, except percentages)  

Thin-film Equipment gross profit

   $ 4,628       $ 1,638       $ 2,990       $ 7,337       $ 9,379       $ (2,042

% of Thin-film Equipment net revenues

     32.4%         17.8%            28.3%         30.0%      

Photonics gross profit

   $ 3,887       $ 3,274       $ 613       $ 11,160       $ 10,261       $ 899   

% of Photonics net revenues

     46.9%         35.5%            44.3%         37.4%      

Total gross profit

   $ 8,515       $ 4,912       $ 3,603       $ 18,497       $ 19,640       $ (1,143

% of net revenues

     37.7%         26.7%            36.2%         33.4%      

Cost of net revenues consists primarily of purchased materials and costs attributable to contract research and development, and also includes fabrication, assembly, test and installation labor and overhead, customer-specific engineering costs, warranty costs, royalties, provisions for inventory reserves and scrap.

Thin-film Equipment gross margin was 32.4% in the three months ended October 1, 2016 compared to 17.8% in the three months ended October 3, 2015 and was 28.3% in the nine months ended October 1, 2016 compared to 30.0% in the nine months ended October 3, 2015. The improvement in gross margin for the three months ended October 1, 2016 was due primarily to higher revenue, and improved factory absorption, offset in part by higher inventory provisions and lower shipments of higher-margin upgrades. The decline in gross margin for the nine months ended October 1, 2016 was due primarily to lower shipments of higher-margin upgrades, higher rework costs, and higher inventory provisions. Gross margin for the three and nine months ended October 1, 2016 reflected the lower margin on a pilot Energ i solar implant tool sold to a R&D facility, which was recognized for revenue. Gross margin for the three and nine months ended October 3, 2015 reflected the lower margin on the first MATRIX PVD system for solar panels recognized for revenue. Gross margins in the Thin-film Equipment business will vary depending on a number of factors, including product mix, product cost, system configuration and pricing, factory utilization, and provisions for excess and obsolete inventory.

Photonics gross margin was 46.9% in the three months ended October 1, 2016 compared to 35.5% in the three months ended October 3, 2015 and was 44.3% in the nine months ended October 1, 2016 compared to 37.4% in the nine months ended October 3, 2015. The higher gross margin for the three months ended October 1, 2016 was due to higher margins on products due to improved sensor yields and lower inventory provisions. The higher gross margin for the nine months ended October 1, 2016 was due to higher margins on products due to improved sensor yields and lower inventory provisions, offset in part by lower margins on contract R&D. Gross margins in the Photonics business will vary depending on a number of factors, including sensor yield, product mix, product cost, pricing, factory utilization, provisions for warranty and inventory reserves.

 

26


Table of Contents

Research and development

 

     Three months ended      Nine months ended  
     October 1,
2016
     October 3,
2015
     Change over
prior period
     October 1,
2016
     October 3,
2015
     Change over
prior period
 
     (In thousands)  

Research and development expense

   $ 4,067       $ 3,956       $ 111       $ 14,220       $ 11,511       $ 2,709   

Research and development spending decreased in Thin-film Equipment and increased in Photonics during the three month period ended October 1, 2016 as compared to the same period in the prior year. Research and development spending increased in Thin-film Equipment and in Photonics during the nine month period ended October 1, 2016 as compared to the same period in the prior year. Higher Thin-film Equipment research and development spending in the first nine months of fiscal 2016 reflected higher engineering costs for our new thin-film equipment initiative programs. Lower Thin-film Equipment research and development spending in the first nine months of fiscal 2015 reflected costs recovered under a NRE arrangement. The increase in Photonics research and development spending was due primarily to increased spending on a demonstrator monocular which Photonics is developing for evaluation by the U.S. Army. Research and development expenses do not include costs of $1.0 million and $3.2 million for the three and nine months ended October 1, 2016 respectively, or $1.4 million and $3.9 million for the three and nine months ended October 3, 2015, respectively, which are related to customer-funded contract R&D programs at Photonics and therefore included in cost of net revenues.

Selling, general and administrative

 

     Three months ended      Nine months ended  
     October 1,
2016
     October 3,
2015
     Change over
prior period
     October 1,
2016
     October 3,
2015
     Change over
prior period
 
     (In thousands)  

Selling, general and administrative expense

   $ 4,772       $ 4,736       $ 36       $ 14,724       $ 14,565       $ 159   

Selling, general and administrative expense consists primarily of selling, marketing, customer support, financial and management costs. Selling, general and administrative expenses for the three months ended October 1, 2016 increased slightly compared to the same period in the prior year due primarily to higher charges for changes in the fair value of acquisition-related contingent consideration, offset in part by lower equity compensation expense. Selling, general and administrative expenses for the nine months ended October 1, 2016 increased compared to the same period in the prior year due primarily to costs associated with consolidation of our Photonics’ manufacturing facilities, increased equity compensation expense and a smaller credit for the change in the fair value of acquisition-related contingent consideration.

Cost reduction plan

During the first quarter of fiscal 2015, Intevac substantially completed implementation of the 2015 cost reduction plan (the “Plan”), which reduced expenses and reduced its workforce by 3 percent. The total cost of implementing the Plan was $148,000 of which $81,000 was reported under cost of net revenues and $67,000 was reported under operating expenses. Substantially all cash outlays in connection with the Plan occurred in the first quarter of fiscal 2015. Implementation of the Plan reduced salary, wages and other employee-related expenses by approximately $1.4 million on an annual basis. As of October 1, 2016, activities related to the Plan were complete.

 

27


Table of Contents

Interest income and other income (expense), net

 

     Three months ended      Nine months ended  
     October 1,
2016
     October 3,
2015
     Change over
prior period
     October 1,
2016
     October 3,
2015
     Change over
prior period
 
     (In thousands)  

Interest income and other income (expense), net

   $ 60       $ 23       $ 37       $ 184       $ 88       $ 96   

Interest income and other income (expense), net is comprised of interest income and realized gains and losses on sales of investments, foreign currency gains and losses, and other income and expense such as gains and losses on sales of fixed assets and earnout income from divestitures.

Provision for income taxes

 

     Three months ended      Nine months ended  
     October 1,
2016
     October 3,
2015
     Change over
prior period
     October 1,
2016
     October 3,
2015
     Change over
prior period
 
     (In thousands)  

Provision for income taxes

   $ 217       $ 2       $ 215       $ 13       $ 292       $ (279

Intevac recorded income tax provisions of $217,000 and $13,000 for the three and nine months ended October 1, 2016, respectively and of $2,000 and $292,000 for the three and nine months ended October 3, 2015, respectively. Intevac recorded discrete items for withholding tax for royalties payable to the United States from Intevac’s Singapore subsidiary, including income tax charges of $172,000 and $216,000 in the three and nine months ended October 1, 2016, respectively. Intevac also recorded the following discrete items for audit considerations in foreign jurisdictions: a $281,000 income tax benefit during the nine months ended October 1, 2016 and a $262,000 income tax charge during the nine months ended October 3, 2015.

The income tax provisions for the three and nine month periods are based upon estimates of annual income (loss), annual permanent differences and statutory tax rates in the various jurisdictions in which Intevac operates. Intevac did not recognize a benefit on the U.S. net operating loss for either of the three and nine month periods ended October 1, 2016 and October 3, 2015 due to having full valuation allowances on the U.S. deferred tax assets. Intevac did not recognize a benefit on the Singapore net operating loss for the three and nine months ended October 1, 2016 and October 3, 2015 due to having full valuation allowances on the Singapore deferred tax assets.

Intevac’s tax rate differs from the applicable statutory rates due primarily to establishment of a valuation allowance, the utilization of deferred and current credits and the effect of permanent differences and adjustments of prior permanent differences. Intevac’s future effective income tax rate depends on various factors including, the level of Intevac’s projected earnings, the geographic composition of worldwide earnings, tax regulations governing each region, net operating loss carry-forwards, availability of tax credits and the effectiveness of Intevac’s tax planning strategies. Management carefully monitors these factors and timely adjusts the effective income tax rate.

Liquidity and Capital Resources

At October 1, 2016, Intevac had $40.9 million in cash, cash equivalents, and investments compared to $46.6 million at January 2, 2016. During the first nine months of 2016, cash, cash equivalents and investments decreased by $5.7 million due primarily to cash used by operating activities and purchases of fixed assets, partially offset by cash received from the sale of Intevac common stock to Intevac’s employees through Intevac’s employee benefit plans.

 

28


Table of Contents

Cash, cash equivalents and investments consist of the following:

 

     October 1,
2016
     January 2,
2016
 
     (In thousands)  

Cash and cash equivalents

   $ 20,823       $ 13,746   

Short-term investments

     15,822         23,208   

Long-term investments

     4,257         9,673   
  

 

 

    

 

 

 

Total cash, cash equivalents and investments

   $ 40,902       $ 46,627   
  

 

 

    

 

 

 

Operating activities used cash of $3.1 million during the first nine months of 2016 and used cash of $316,000 during the first nine months of 2015. The increase in cash used by operating activities was due primarily to a larger net loss during the first nine months of 2016.

Accounts receivable totaled $19.0 million at October 1, 2016 compared to $12.3 million at January 2, 2016 as a result of billings for system shipments and customer deposits. Accounts receivable at October 1, 2016 includes a receivable of $1.0 million for an unsettled trade for an investment that matured on October 1, 2016. Net inventories totaled $26.9 million at October 1, 2016 compared to $18.8 million at January 2, 2016. The increase was due primarily to the build out in work in process for shipments with expected deliveries in the fourth quarter of 2016. Accounts payable totaled $5.8 million at October 1, 2016 compared to $6.0 million at January 2, 2016. Accrued payroll and related liabilities decreased to $3.8 million at October 1, 2016 compared to $4.1 million at January 2, 2016. Other accrued liabilities increased to $8.5 million at October 1, 2016 compared to $5.6 million at January 2, 2016 due primarily to the deferral of revenue for two completed systems undergoing installation and acceptance testing. Customer advances increased to $14.2 million at October 1, 2016 compared to $3.6 million at January 2, 2016 due primarily to the receipt of cash deposits for new orders.

Investing activities generated cash of $9.0 million during the first nine months of 2016. Proceeds from sales of investments net of purchases totaled $11.7 million. In 2016 the Company added $178,000 to restricted cash to collateralize certain bank guarantees. Capital expenditures for the nine months ended October 1, 2016 were $2.5 million.

Financing activities in the first nine months of 2016 generated cash of $1.1 million through the sale of Intevac common stock to Intevac’s employees through Intevac’s employee benefit plans offset in part by $403,000 of tax payments related to the net share settlement.

Intevac’s investment portfolio consists principally of investment grade money market mutual funds, U.S. Treasury and agency securities, commercial paper, municipal bonds and corporate bonds. Intevac regularly monitors the credit risk in its investment portfolio and takes measures, which may include the sale of certain securities, to manage such risks in accordance with its investment policies.

As of October 1, 2016, approximately $11.7 million of cash and cash equivalents were domiciled in foreign tax jurisdictions. Intevac expects a significant portion of these funds to remain off shore in the short term. If the Company chose to repatriate these funds to the United States, it would be required to accrue and pay additional taxes on any portion of the repatriation where no United States income tax had been previously provided.

Intevac believes that its existing cash, cash equivalents and investments will be sufficient to meet its cash requirements for the foreseeable future. Intevac intends to undertake approximately $1.5 million to $2.0 million in capital expenditures during the remainder of 2016.

 

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Off-Balance Sheet Arrangements

Off-balance sheet firm commitments relating to outstanding letters of credit amounted to approximately $2.0 million as of October 1, 2016. These letters of credit and bank guarantees are collateralized by $2.0 million of restricted cash. We do not maintain any other off-balance sheet arrangements, transactions, obligations, or other relationships that would be expected to have a material current or future effect on the consolidated financial statements.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make judgments, assumptions and estimates that affect the amounts reported. Intevac’s significant accounting policies are described in Note 1 to the consolidated financial statements included in Item 8 of Intevac’s Annual Report on Form 10-K filed on February 17, 2016. Certain of these significant accounting policies are considered to be critical accounting policies, as defined below.

A critical accounting policy is defined as one that is both material to the presentation of Intevac’s financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on Intevac’s financial conditions and results of operations. Specifically, critical accounting estimates have the following attributes: 1) Intevac is required to make assumptions about matters that are highly uncertain at the time of the estimate; and 2) different estimates Intevac could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on Intevac’s financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. Intevac bases its estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as Intevac’s operating environment changes. These changes have historically been minor and have been included in the consolidated financial statements as soon as they become known. In addition, management is periodically faced with uncertainties, the outcomes of which are not within its control and will not be known for prolonged periods of time. Many of these uncertainties are discussed in the section below entitled “Risk Factors.” Based on a critical assessment of Intevac’s accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that Intevac’s consolidated financial statements are fairly stated in accordance with US GAAP, and provide a meaningful presentation of Intevac’s financial condition and results of operation.

 

 

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For further information about Intevac’s other critical accounting policies, see the discussion of critical accounting policies in Intevac’s 2015 Form 10-K. Management believes that there has been no significant change during the nine months ended October 1, 2016 to the items identified as critical accounting policies in Intevac’s 2015 Form 10-K.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest rate risk. Intevac’s exposure to market risk for changes in interest rates relates primarily to its investment portfolio. Intevac does not use derivative financial instruments in Intevac’s investment portfolio. The Company has adopted an investment policy and established guidelines relating to credit quality, diversification and maturities of its investments in order to preserve principal and maintain liquidity. All investment securities in Intevac’s portfolio have an investment grade credit rating. Investments typically consist of commercial paper, obligations of the U.S. government and its agencies, corporate debt securities and municipal bonds.

The table below presents principal amounts and related weighted-average interest rates by year of expected maturity for Intevac’s investment portfolio at October 1, 2016.

 

     2016      2017      2018      Total      Fair
Value
 
     (In thousands, except percentages)  

Cash equivalents

              

Variable rate amounts

   $ 8,366         —           —         $ 8,366       $ 8,366   

Weighted-average rate

     0.41%         —           —           

Short-term investments

              

Fixed rate amounts

   $ 1,427       $ 14,394         —         $ 15,821       $ 15,822   

Weighted-average rate

     2.12%         1.76%         —           

Long-term investments

              

Fixed rate amounts

     —         $ 1,750       $ 2,507       $ 4,257       $ 4,257   

Weighted-average rate

     —           1.22%         1.39%         

Total investment portfolio

   $ 9,793       $ 16,144       $ 2,507       $ 28,444       $ 28,445   

Foreign exchange risk. From time to time, Intevac enters into foreign currency forward exchange contracts to hedge certain of its anticipated foreign currency re-measurement exposures and to offset certain operational exposures from the impact of changes in foreign currency exchange rates. The objective of these contracts is to minimize the impact of foreign currency exchange rate movements on Intevac’s operating results. The derivatives have original maturities of approximately 30 and 60 days. The notional amount of Company’s foreign currency derivatives was $2.0 million at October 1, 2016 and $924,000 at January 2, 2016.

 

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

Intevac maintains a set of disclosure controls and procedures that are designed to ensure that information relating to Intevac, Inc. required to be disclosed in periodic filings under the Securities Exchange Act of 1934, or Exchange Act, is recorded, processed, summarized and reported in a timely manner under the Exchange Act. In connection with the filing of this Form 10-Q for the quarter ended October 1, 2016, as required under Rule 13a-15(b) of the Exchange Act, an evaluation was carried out under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of Intevac’s disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on this evaluation, Intevac’s Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of October 1, 2016.

Attached as exhibits to this Quarterly Report are certifications of the CEO and the CFO, which are required in accordance with Rule 13a-14 of the Exchange Act. This Controls and Procedures section includes the information concerning the controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

 

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Definition of disclosure controls

Disclosure Controls are controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure Controls are also designed to ensure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our Disclosure Controls include components of our internal control over financial reporting, which consists of control processes designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the U.S. To the extent that components of our internal control over financial reporting are included within our Disclosure Controls, they are included in the scope of our quarterly controls evaluation.

Limitations on the effectiveness of controls

Intevac’s management, including the CEO and CFO, does not expect that Intevac’s Disclosure Controls or Intevac’s internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Intevac have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in internal controls over financial reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, Intevac’s internal control over financial reporting.

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

From time to time, Intevac is involved in claims and legal proceedings that arise in the ordinary course of business. Intevac expects that the number and significance of these matters will increase as Intevac’s business expands. Any claims or proceedings against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, result in the diversion of significant operational resources, or require us to enter into royalty or licensing agreements which, if required, may not be available on terms favorable to us or at all. Intevac is not presently a party to any lawsuit or proceeding that, in Intevac’s opinion, is likely to seriously harm Intevac’s business.

 

Item 1A. Risk Factors

The following factors could materially affect Intevac’s business, financial condition or results of operations and should be carefully considered in evaluating the Company and its business, in addition to other information presented elsewhere in this report.

 

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The industries we serve are cyclical, volatile and unpredictable.

A significant portion of our revenue is derived from the sale of equipment used to manufacture commodity technology products such as disk drives, PV solar cells and cell phones. This subjects us to business cycles, the timing, length and volatility of which can be difficult to predict. When demand for commodity technology products exceeds production capacity, then demand for new capital equipment such as ours tends to be amplified. Conversely, when supply of commodity technology products exceeds demand, then demand for new capital equipment such as ours tends to be depressed. For example, sales of systems for magnetic disk production were depressed from late 2007 through 2009. The number of new systems delivered increased in 2010 as customers increased their production capacity in response to increased demand for data storage, but decreased in 2011 through 2015 as the hard disk drive industry did not add the same level of capacity that it did in 2010. We cannot predict with any certainty when these cycles will begin or end. We believe that our sales of systems for magnetic disk production will increase modestly in 2016.

Our equipment represents only a portion of the capital expenditure that our customers incur when they upgrade or add production capacity. Accordingly, our customers generally commit to making large capital expenditures far in excess of the cost of our systems alone when they decide to purchase our systems. The magnitude of these capital expenditures requires our customers to have access to large amounts of capital. Our customers generally reduce their level of capital investment during downturns in the overall economy or during a downturn in their industries.

We must effectively manage our resources and production capacity to meet rapidly changing demand. Our business experiences rapid growth and contraction, which stresses our infrastructure, internal systems and managerial resources. During periods of increasing demand for our products, we must have sufficient manufacturing capacity and inventory to meet customer demand; attract, retain and motivate a sufficient number of qualified individuals; and effectively manage our supply chain. During periods of decreasing demand for our products, we must be able to align our cost structure with prevailing market conditions; motivate and retain key employees and effectively manage our supply chain.

Sales of our equipment are primarily dependent on our customers’ upgrade and capacity expansion plans and whether our customers select our equipment.

We have no control over our customers’ upgrade and capacity expansion plans, and we cannot be sure they will select, or continue to select, our equipment when they upgrade or expand their capacity. The sales cycle for our equipment systems can be a year or longer, involving individuals from many different areas of Intevac and numerous product presentations and demonstrations for our prospective customers. Our sales process also commonly includes production of samples and customization of our products. We do not enter into long-term contracts with our customers, and until an order is actually submitted by a customer there is no binding commitment to purchase our systems.

Sales of new manufacturing systems are also dependent on obsolescence and replacement of the installed base of our customers’ existing equipment with newer, more capable equipment. If upgrades are developed that extend the useful life of the installed base of systems, then we tend to sell more upgrade products and fewer new systems, which can significantly reduce total revenue. For example, some of our 200 Lean customers continue to use legacy systems for the production of perpendicular media, which delayed the replacement of such systems with new 200 Lean systems.

Our 200 Lean customers also experience competition from companies that produce alternative storage technologies like flash memory, which offer smaller size, lower power consumption and more rugged designs. These storage technologies are being used increasingly in enterprise applications and smaller form factors such as tablets, smart-phones, ultra-books, and notebook PCs instead of hard disk drives. Tablet computing devices and smart-phones have never contained, nor are they likely in the future to contain, a disk drive. Products using alternative technologies, such as flash memory, optical storage and other storage technologies are becoming

 

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increasingly common and could become a significant source of competition to particular applications of the products of our 200 Lean customers, which could adversely affect our results of operations. If alternative technologies, such as flash memory, replace hard disk drives as a significant method of digital storage, then demand for our hard disk manufacturing products would decrease.

The Photonics’ business is also subject to long sales cycles because many of its products, such as our military imaging products, often must be designed into the customers’ end products, which are often complex state-of-the-art products. These development cycles are typically multi-year, and our sales are contingent on our customers successfully integrating our product into their product, completing development of their product and then obtaining production orders for their product from the U.S. government or its allies.

We operate in an intensely competitive marketplace, and our competitors have greater resources than we do.

In the market for our disk sputtering systems, we experience competition primarily from Canon Anelva, which has sold a substantial number of systems worldwide. In the Photovoltaic (“PV”) equipment market, Intevac faces competition from large established competitors including Applied Materials, Centrotherm Photovoltaics, Amtech, Jusung and Von Ardenne. In the market for our military imaging products we experience competition from companies such as Harris Corporation and L-3 Communications. Some of our competitors have substantially greater financial, technical, marketing, manufacturing and other resources than we do, especially in the PV equipment market. Our competitors may develop enhancements to, or future generations of, competitive products that offer superior price or performance features, and new competitors may enter our markets and develop such enhanced products. Moreover, competition for our customers is intense, and our competitors have historically offered substantial pricing concessions and incentives to attract our customers or retain their existing customers.

Our growth depends on development of technically advanced new products and processes.

We have invested heavily, and continue to invest, in the development of new products, such as our 200 Lean and other PVD systems, our solar systems for PV applications, our digital night-vision products and our near-eye display products. Our success in developing and selling new products depends upon a variety of factors, including our ability to: predict future customer requirements, make technological advances, achieve a low total cost of ownership for our products, introduce new products on schedule, manufacture products cost-effectively including transitioning production to volume manufacturing; commercialize and attain customer acceptance of our products; and achieve acceptable and reliable performance of our new products in the field. Our new product decisions and development commitments must anticipate continuously evolving industry requirements significantly in advance of sales. In addition, we are attempting to expand into new or related markets, including the PV and cell phone cover glass markets. Our expansion into the PV market is dependent upon the success of our customers’ development plans. To date we have not recognized material revenue from such products. Failure to correctly assess the size of the markets, to successfully develop cost effective products to address the markets or to establish effective sales and support of the new products would have a material adverse effect on future revenues and profits. In addition, if we invest in products for which the market does not develop as anticipated, we may incur significant charges related to such investments.

Rapid technological change in our served markets requires us to rapidly develop new technically advanced products. Our future success depends in part on our ability to develop and offer new products with improved capabilities and to continue to enhance our existing products. If new products have reliability or quality problems, our performance may be impacted by reduced orders, higher manufacturing costs, delays in acceptance and payment for new products and additional service and warranty expenses.

We are exposed to risks associated with a highly concentrated customer base.

Historically, a significant portion of our revenue in any particular period has been attributable to sales of our disk sputtering systems to a limited number of customers. This concentration of customers, when combined with changes in the customers’ specific capacity plans and market share shifts can lead to extreme variability in our revenue and financial results from period to period.

 

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The concentration of our customer base may enable our customers to demand pricing and other terms unfavorable to Intevac, and makes us more vulnerable to changes in demand by a given customer. Orders from a relatively limited number of manufacturers have accounted for, and will likely continue to account for, a substantial portion of our revenues. The loss of one of these large customers, or delays in purchasing by them, could have a material and adverse effect on our revenues.

Our operating results fluctuate significantly from quarter to quarter, which can lead to volatility in the price of our common stock.

Our quarterly revenues and common stock price have fluctuated significantly. We anticipate that our revenues, operating margins and common stock price will continue to fluctuate for a variety of reasons, including: (1) changes in the demand, due to seasonality, cyclicality and other factors in the markets for computer systems, storage subsystems and consumer electronics containing disks as well as cell phones and PV solar cells our customers produce with our systems; (2) delays or problems in the introduction and acceptance of our new products, or delivery of existing products; (3) timing of orders, acceptance of new systems by our customers or cancellation of those orders; (4) new products, services or technological innovations by our competitors or us; (5) changes in our manufacturing costs and operating expense; (6) changes in general economic, political, stock market and industry conditions; and (7) any failure of our operating results to meet the expectations of investment research analysts or investors.

Any of these, or other factors, could lead to volatility and/or a rapid change in the trading price of our common shares. In the past, securities class action litigation has been instituted against companies following periods of volatility in the market price of their securities. Any such litigation, if instituted against Intevac, could result in substantial costs and diversion of management time and attention.

We may not be able to obtain export licenses from the U.S. government permitting delivery of our products to international customers.

Many of our products, especially Photonics’ products, require export licenses from U.S. government agencies under the Export Administration Act, the Trading with the Enemy Act of 1917, the Arms Export Act of 1976 or the International Traffic in Arms Regulations. These regulations limit the potential market for some of our products. We can give no assurance that we will be successful in obtaining all the licenses necessary to export our products. Heightened government scrutiny of export licenses for defense related products has resulted in lengthened review periods for our license applications. Exports to countries that are not considered by the U.S. government to be allies are likely to be prohibited, and even sales to U.S. allies may be limited. Failure to comply with export control laws, including identification and reporting of all exports and re-exports of controlled technology or exports made without correct license approval or improper license use could result in severe penalties and revocation of licenses. Failure to obtain export licenses, delays in obtaining licenses, or revocation of previously issued licenses would prevent us from selling the affected products outside the United States and could negatively impact our results of operations.

The Photonics business is dependent on U.S. government contracts, which are subject to fixed pricing, immediate termination and a number of procurement rules and regulations.

We sell our Photonics products and services directly to the U.S. government, as well as to prime contractors for various U.S. government programs. The U.S government is considering significant changes in the level of existing, follow-on or replacement programs. We cannot predict the impact of potential changes in priorities due to military transformations and/or the nature of future war-related activities. A shift of government priorities to programs in which we do not participate and/or reductions in funding for or the termination of programs in which we do participate, unless offset by other programs and opportunities, could have a material adverse effect on our financial position, results of operations, or cash flows.

Funding of multi-year government programs is subject to congressional appropriations, and there is no guarantee that the U.S. government will make further appropriations, particularly given the U.S. government’s recent focus on spending in other areas and spending reductions. Sales to the U.S. government and its prime contractors may also be affected by changes in procurement policies, budget considerations and political developments in the United States or abroad. For example, if the U.S. government is less focused on defense spending or there is a decrease in hostilities, demand for our products could decrease. The loss of funding for a government program would result in a loss of future revenues attributable to that program. The influence of any of these factors, which are beyond our control, could negatively impact our results of operations.

 

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A significant portion of our U.S. government revenue is derived from fixed-price development and production contracts. Under fixed-price contracts, unexpected increases in the cost to develop or manufacture a product, whether due to inaccurate estimates in the bidding process, unanticipated increases in material costs, reduced production volumes, inefficiencies or other factors, are borne by us. We have experienced cost overruns in the past that have resulted in losses on certain contracts, and may experience additional cost overruns in the future. We are required to recognize the total estimated impact of cost overruns in the period in which they are first identified. Such cost overruns could have a material adverse effect on our results of operations.

Generally, government contracts contain provisions permitting termination, in whole or in part, without prior notice at the government’s convenience upon the payment of compensation only for work done and commitments made at the time of termination. We cannot ensure that one or more of the government contracts under which we, or our customers, operate will not be terminated under these circumstances. Also, we cannot ensure that we, or our customers, would be able to procure new government contracts to offset the revenues lost as a result of any termination of existing contracts, nor can we ensure that we, or our customers, will continue to remain in good standing as federal contractors.

As a U.S. government contractor we must comply with specific government rules and regulations and are subject to routine audits and investigations by U.S. government agencies. If we fail to comply with these rules and regulations, the results could include: (1) reductions in the value of our contracts; (2) reductions in amounts previously billed and recognized as revenue; (3) contract modifications or termination; (4) the assessment of penalties and fines; and (5) suspension or debarment from government contracting or subcontracting for a period of time or permanently.

Changes to our effective tax rate affect our results of operations.

As a global company, we are subject to taxation in the United States, Singapore and various other countries. Significant judgment is required to determine and estimate worldwide tax liabilities. Our future effective tax rate could be affected by: (1) changes in tax laws; (2) the allocation of earnings to countries with differing tax rates; (3) changes in worldwide projected annual earnings in current and future years: (4) accounting pronouncements; or (5) changes in the valuation of our deferred tax assets and liabilities. Although we believe our tax estimates are reasonable, there can be no assurance that any final determination will not be different from the treatment reflected in our historical income tax provisions and accruals, which could result in additional payments by Intevac.

Our success depends on international sales and the management of global operations.

In previous years, the majority of our revenues have come from regions outside the United States. Most of our international sales are to customers in Asia, which includes products shipped to overseas operations of U.S. companies. We currently have manufacturing facilities in California and Singapore and international customer support offices in Singapore, China, and Malaysia. We expect that international sales will continue to account for a significant portion of our total revenue in future years. Certain of our suppliers are also located outside the United States.

Managing our global operations presents challenges including, but not limited to, those arising from: (1) global trade issues; (2) variations in protection of intellectual property and other legal rights in different countries; (3) concerns of U.S. governmental agencies regarding possible national commercial and/or security issues posed by growing manufacturing business in Asia; (4) fluctuation of interest rates, raw material costs, labor and operating costs, and exchange rates; (5) variations in the ability to develop relationships with suppliers and other local businesses; (6) changes in the laws and regulations of the United States, including export restrictions, and other countries, as well as their interpretation and application; (7) the need to provide technical and spares support in different locations; (8) political and economic instability; (9) cultural differences; (10) varying government incentives to promote development; (11) shipping costs and delays; (12) adverse conditions in credit markets; (13) variations in tariffs, quotas, tax codes and other market barriers; and (14) barriers to movement of cash.

We must regularly assess the size, capability and location of our global infrastructure and make appropriate changes to address these issues.

 

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We may be subject to additional impairment charges due to potential declines in the fair value of our assets.

As a result of our acquisitions, we have significant intangible assets and had significant goodwill on our balance sheet. We test these assets for impairment on a periodic basis as required, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The events or changes that could require us to test our intangible assets for impairment include: a significant reduction in our stock price, and as a result market capitalization, changes in our estimated future cash flows, as well as changes in rates of growth in our industry or in any of our reporting units. In the fourth quarter of 2012, as a result of a decline in our market capitalization and a reduction in our revenue expectations we recorded a goodwill impairment charge in the amount of $18.4 million. We will continue to evaluate the carrying value of our intangible assets and if we determine in the future that there is a potential further impairment, we may be required to record additional charges to earnings which could materially adversely affect our financial results and could also materially adversely affect our business.

Our success is dependent on recruiting and retaining a highly talented work force.

Our employees are vital to our success, and our key management, engineering and other employees are difficult to replace. We do not maintain key person life insurance on any of our employees. The expansion of high technology companies worldwide has increased demand and competition for qualified personnel, and has made companies increasingly protective of prior employees. It may be difficult for us to locate employees who are not subject to non-competition agreements and other restrictions.

The majority of our U.S. operations are located in California where the cost of living and of recruiting employees is high. Our operating results depend, in large part, upon our ability to retain and attract qualified management, engineering, marketing, manufacturing, customer support, sales and administrative personnel. Furthermore, we compete with industries such as the hard disk drive, semiconductor, and solar industries for skilled employees. Failure to retain existing key personnel, or to attract, assimilate or retain additional highly qualified employees to meet our needs in the future, could have a material and adverse effect on our business, financial condition and results of operations.

We are dependent on certain suppliers for parts used in our products.

We are a manufacturing business. Purchased parts constitute the largest component of our product cost. Our ability to manufacture depends on the timely delivery of parts, components and subassemblies from suppliers. We obtain some of the key components and subassemblies used in our products from a single supplier or a limited group of suppliers. If any of our suppliers fail to deliver quality parts on a timely basis, we may experience delays in manufacturing, which could result in delayed product deliveries, increased costs to expedite deliveries or develop alternative suppliers, or require redesign of our products to accommodate alternative suppliers. Some of our suppliers are thinly capitalized and may be vulnerable to failure.

Our business depends on the integrity of our intellectual property rights.

The success of our business depends upon the integrity of our intellectual property rights, and we cannot ensure that: (1) any of our pending or future patent applications will be allowed or that any of the allowed applications will be issued as patents or will issue with claims of the scope we sought; (2) any of our patents will not be invalidated, deemed unenforceable, circumvented or challenged; (3) the rights granted under our patents will provide competitive advantages to us; (4) other parties will not develop similar products, duplicate our products or design around our patents; or (5) our patent rights, intellectual property laws or our agreements will adequately protect our intellectual property or competitive position.

 

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From time to time, we have received claims that we are infringing third parties’ intellectual property rights or seeking to invalidate our rights. We cannot ensure that third parties will not in the future claim that we have infringed current or future patents, trademarks or other proprietary rights relating to our products. Any claims, with or without merit, could be time-consuming, result in costly litigation, cause product shipment delays or require us to enter into royalty or licensing agreements. Such royalty or licensing agreements, if required, may not be available on terms acceptable to us.

We could be involved in litigation.

From time to time we may be involved in litigation of various types, including litigation alleging infringement of intellectual property rights and other claims. Litigation is expensive, subjects us to the risk of significant damages and requires significant management time and attention and could have a material and adverse effect on our business, financial condition and results of operations.

Difficulties in integrating past or future acquisitions could adversely affect our business.

We have completed a number of acquisitions and dispositions during our operating history. For example, in 2007, we acquired certain assets of DeltaNu, LLC and certain assets of Creative Display Systems, LLC, in 2008 we acquired certain assets of OC Oerlikon Balzers Ltd., in 2010 we acquired the outstanding shares of SIT, in 2012 we completed the sale of certain semiconductor mainframe technology assets and in 2013 we completed the sale of the assets of DeltaNu. We have spent and may continue to spend significant resources identifying and pursuing future acquisition opportunities. Acquisitions involve numerous risks including: (1) difficulties in integrating the operations, technologies and products of the acquired companies; (2) the diversion of our management’s attention from other business concerns; and (3) the potential loss of key employees of the acquired companies. Failure to achieve the anticipated benefits of the prior and any future acquisitions or to successfully integrate the operations of the companies we acquire could have a material and adverse effect on our business, financial condition and results of operations. Any future acquisitions could also result in potentially dilutive issuance of equity securities, acquisition or divestiture-related write-offs or the assumption of debt and contingent liabilities. In addition, we have made and will continue to consider making strategic divestitures. With any divestiture, there are risks that future operating results could be unfavorably impacted if targeted objectives, such as cost savings, are not achieved or if other business disruptions occur as a result of the divestiture or activities related to the divestiture.

We are subject to risks of non-compliance with environmental and other governmental regulations.

We are subject to a variety of governmental regulations relating to the use, storage, discharge, handling, emission, generation, manufacture, treatment and disposal of toxic or otherwise hazardous substances, chemicals, materials or waste. If we fail to comply with current or future regulations, such failure could result in suspension of our operations, alteration of our manufacturing process, remediation costs or substantial civil penalties or criminal fines against us or our officers, directors or employees. Additionally, these regulations could require us to acquire expensive remediation or abatement equipment or to incur substantial expenses to comply with them.

We are also subject to a variety of other governmental regulations and may incur significant costs associated with the compliance with these regulations. For example rules adopted by the SEC to implement the Dodd-Frank Wall Street Reform and Consumer Protection Act impose diligence and disclosure requirements regarding the use of “conflict” minerals mined from the Democratic Republic of Congo and adjoining countries in the products we manufacture. Compliance with these regulations is likely to result in additional costs and expenses or may affect the sourcing and availability of the components used in the products we manufacture.

Business interruptions could adversely affect our operations.

Our operations are vulnerable to interruption by fire, earthquake, floods or other natural disaster, quarantines or other disruptions associated with infectious diseases, national catastrophe, terrorist activities, war, disruptions in our computing and communications infrastructure due to power loss, telecommunications failure, human error, physical or electronic security breaches and computer viruses, and other events beyond our control. We do not have a detailed disaster recovery plan. Despite our implementation of network security measures, our tools and servers may be vulnerable to computer viruses, break-ins and similar disruptions from

 

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unauthorized tampering with our computer systems and tools located at customer sites. Political instability could cause us to incur increased costs in transportation, make such transportation unreliable, increase our insurance costs or cause international currency markets to fluctuate. All these unforeseen disruptions and instabilities could have the same effects on our suppliers and their ability to timely deliver their products. In addition, we do not carry sufficient business interruption insurance to compensate us for all losses that may occur, and any losses or damages incurred by us could have a material adverse effect on our business and results of operations. For example, we self-insure earthquake risks because we believe this is the prudent financial decision based on the high cost of the limited coverage available in the earthquake insurance market. An earthquake could significantly disrupt our operations, most of which are conducted in California. It could also significantly delay our research and engineering effort on new products, most of which is also conducted in California. We take steps to minimize the damage that would be caused by business interruptions, but there is no certainty that our efforts will prove successful.

We could be negatively affected as a result of a proxy contest and the actions of activist stockholders.

A proxy contest with respect to election of our directors, or other activist stockholder activities, could adversely affect our business because: (i) responding to a proxy contest and other actions by activist stockholders can be costly and time-consuming, disruptive to our operations and divert the attention of management and our employees; (ii) perceived uncertainties as to our future direction caused by activist activities may result in the loss of potential business opportunities, and may make it more difficult to attract and retain qualified personnel and business partners; and (iii) if individuals are elected to our Board of Directors with a specific agenda, it may adversely affect our ability to effectively and timely implement our strategic plans.

We are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, and any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, our management must perform evaluations of our internal control over financial reporting. Beginning in 2004, our Form 10-K has included a report by management of their assessment of the adequacy of such internal control. Additionally, our independent registered public accounting firm must publicly attest to the effectiveness of our internal control over financial reporting.

We have completed the evaluation of our internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act. Although our assessment, testing, and evaluation resulted in our conclusion that as of January 2, 2016, our internal controls over financial reporting were effective, we cannot predict the outcome of our testing in future periods. Ongoing compliance with this requirement is complex, costly and time-consuming. If Intevac fails to maintain effective internal control over financial reporting; our management does not timely assess the adequacy of such internal control; or our independent registered public accounting firm does not deliver an unqualified opinion as to the effectiveness of our internal control over financial reporting, then we could be subject to restatement of previously reported financial results, regulatory sanctions and a decline in the public’s perception of Intevac, which could have a material and adverse effect on our business, financial condition and results of operations.

 

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information as of October 1, 2016 with respect to the shares of common stock repurchased by Intevac during the third quarter of fiscal 2016.

 

     Total
Number of

Shares
Purchased
     Average
Price Paid
per Share
     Aggregate
Price Paid
     Total
Number of

Shares
Purchased
as Part of
Publicly

Announced
Program*
     Maximum
Dollar
Value of
Shares
That May
Yet be
Purchased
Under
the Program*
 
     (in thousands, except per share data)  

July 3, 2016 to July 30, 2016

     —         $ —         $ —           —         $ 1,507   

July 31, 2016 to August 27, 2016

     —         $ —         $ —           —         $ 1,507   

August 28, 2016 to October 1, 2016

     —         $ —         $ —           —         $ 1,507   

 

* On November 21, 2013, the Board of Directors approved a stock repurchase program authorizing up to $30.0 million in repurchases.

 

Item 3. Defaults upon Senior Securities

None.

 

Item 4. Mine Safety Disclosures

Not applicable.

 

Item 5. Other Information

None.

 

Item 6. Exhibits

The following exhibits are filed herewith:

 

Exhibit
Number
   Description
  31.1    Certification of President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.2    Certification of Executive Vice President, Finance and Administration, Chief Financial Officer, Treasurer and Secretary Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32.1    Certifications Pursuant to U.S.C. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS    XBRL Instance Document
101.SCH    XBRL Taxonomy Extension Schema
101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document
101.LAB    XBRL Taxonomy Extension Label Linkbase Document
101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document

 

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SIGNATURES

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 thereunto duly authorized.

INTEVAC, INC.

 

Date: November 2, 2016    
    By:   /s/ WENDELL BLONIGAN
   

    Wendell Blonigan

    President, Chief Executive Officer and Director

    (Principal Executive Officer)

     
Date: November 2, 2016    
    By:   /s/ JAMES MONIZ
   

    James Moniz

    Executive Vice President, Finance and Administration,

    Chief Financial Officer, Treasurer and Secretary

    (Principal Financial and Accounting Officer)

 

41

Exhibit 31.1

I, Wendell Blonigan 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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.

Date: November 2, 2016

 

/s/ WENDELL BLONIGAN
Wendell Blonigan
President, Chief Executive Officer and Director

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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.

Date: November 2, 2016

 

/s/ JAMES MONIZ
James Moniz
Executive Vice President, Finance and Administration,
Chief Financial Officer, Treasurer and Secretary

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, Wendell Blonigan, 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 October 1, 2016 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: November 2, 2016

 

/s/ WENDELL BLONIGAN
Wendell Blonigan
President, Chief Executive Officer and Director

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 October 1, 2016 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: November 2, 2016

 

/s/ JAMES MONIZ
James Moniz
Executive Vice President, Finance and Administration,
Chief Financial Officer, Treasurer and Secretary

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.