Docoh
Loading...

IVAC Intevac

Filed: 3 Aug 21, 4:03pm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
FORM 10-Q
 
 
(MARK ONE)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 3, 2021
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
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock ($0.001 par value)
 
IVAC
 
The Nasdaq Stock Market LLC (Nasdaq) Global Select
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒  Yes    ☐  No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    ☒  Yes    ☐  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in
Rule 12b-2
of the Exchange Act:
 
Large accelerated filer
 
  
Accelerated filer
 
Non-accelerated
filer
 
  
Smaller reporting company
 
   
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2
of the Act).    ☐  Yes    ☒  No
On August 3, 2021, 24,585,984 shares of the Registrant’s Common Stock, $0.001 par value, were outstanding.
 
 
 


PART I. FINANCIAL INFORMATION
 
Item 1.
Financial Statements
INTEVAC, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
 
   
July 3,

2021
  
January 2,

2021
 
   
(Unaudited)
(In thousands, except par value)
 
ASSETS
 
   
Current assets:
         
Cash and cash equivalents
  $32,856  $29,341 
Short-term investments
   15,805   14,839 
Trade and other accounts receivable, net of allowances of $0
 a
t both July 3, 2021 and January 2, 2021
   14,356   28,646 
Inventories
   20,524   21,689 
Prepaid expenses and other current assets
   1,691   1,893 
   
 
 
  
 
 
 
Total current assets
   85,232   96,408 
Long-term investments
   4,679   5,388 
Restricted cash
   787   787 
Property, plant and equipment, net
   9,683   11,004 
Operating lease
right-of-use-assets
   6,988   8,165 
Deferred income taxes and other long-term assets
   5,700   5,486 
   
 
 
  
 
 
 
Total assets
  $113,069  $127,238 
   
 
 
  
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
   
Current liabilities:
         
Current operating lease liabilities
  $2,981  $2,853 
Accounts payable
   3,890   4,259 
Accrued payroll and related liabilities
   6,334   7,679 
Other accrued liabilities
   2,421   3,631 
   
 
 
  
 
 
 
Total current liabilities   15,626   18,422 
Noncurrent liabilities:
         
Noncurrent operating lease liabilities
   5,267   6,803 
Other long-term liabilities
   428   457 
   
 
 
  
 
 
 
Total noncurrent liabilities   5,695   7,260 
Stockholders’ equity:
         
Common stock, $0.001 par value
   24   24 
Additional
paid-in
capital
   196,064   193,173 
Treasury stock, 5,087 shares at both July 3, 2021 and at January 2, 2021
   (29,551  (29,551
Accumulated other comprehensive income
   571   640 
Accumulated deficit
   (75,360  (62,730
   
 
 
  
 
 
 
Total stockholders’ equity
   91,748   101,556 
   
 
 
  
 
 
 
Total liabilities and stockholders’ equity
  $113,069  $127,238 
   
 
 
  
 
 
 
Note: Amounts as of January 2, 2021 are derived from the January 2, 2021 audited consolidated financial statements.
See accompanying notes to the condensed consolidated financial statements.
 
3

INTEVAC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
   
Three Months Ended
   
Six Months Ended
 
   
July 3,

2021
  
June 27,

2020
   
July 3,

2021
  
June 27,

2020
 
   
(Unaudited)
(In thousands, except per share amounts)
 
     
Net revenues:
                  
Systems and components
  $10,651  $22,725   $23,710  $36,561 
Technology development
   3,162   6,117    6,344   11,121 
   
 
 
  
 
 
   
 
 
  
 
 
 
Total net revenues
   13,813   28,842    30,054   47,682 
Cost of net revenues:
                  
Systems and components
   8,624   13,812    18,588   21,579 
Technology development
   2,081   3,610    5,304   6,526 
   
 
 
  
 
 
   
 
 
  
 
 
 
Total cost of net revenues
   10,705   17,422    23,892   28,105 
   
 
 
  
 
 
   
 
 
  
 
 
 
Gross profit
   3,108   11,420    6,162   19,577 
Operating expenses:
                  
Research and development
   3,894   3,707    7,519   6,991 
Selling, general and administrative
   5,525   5,609    11,455   11,581 
   
 
 
  
 
 
   
 
 
  
 
 
 
Total operating expenses
   9,419   9,316    18,974   18,572 
   
 
 
  
 
 
   
 
 
  
 
 
 
Income (loss) from operations
   (6,311  2,104    (12,812  1,005 
Interest income and other income (expense), net
   20   62    50   204 
   
 
 
  
 
 
   
 
 
  
 
 
 
Income (loss) before provision for (benefit from) income taxes
   (6,291  2,166    (12,762  1,209 
Provision for (benefit from) income taxes
   (165  642    (132  909 
   
 
 
  
 
 
   
 
 
  
 
 
 
Net income (loss)
  $(6,126 $1,524   $(12,630 $300 
   
 
 
  
 
 
   
 
 
  
 
 
 
     
Net income (loss) per share:
                  
Basic
  $(0.25 $0.06   $(0.52 $0.01 
Diluted
  $(0.25 $0.06   $(0.52 $0.01 
     
Weighted average common shares outstanding:
                  
Basic
   24,241   23,561    24,137   23,522 
Diluted
   24,241   23,906    24,137   23,953 
See accompanying notes to the condensed consolidated financial statements.
 
4

INTEVAC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
   
Three Months Ended
   
Six Months Ended
 
   
July 3,

2021
  
June 27,

2020
   
July 3,

2021
  
June 27,

2020
 
   
(Unaudited)
(In thousands)
 
     
Net income (loss)
  $(6,126 $1,524   $(12,630 $300 
   
 
 
  
 
 
   
 
 
  
 
 
 
Other comprehensive income (loss), before tax:
                  
Change in unrealized net gain on
available-for-sale
investments
   (9  51    (29  53 
Foreign currency translation gains (losses)
   28   20    (40  (75
   
 
 
  
 
 
   
 
 
  
 
 
 
Other comprehensive income (loss), before tax
   19   71    (69  (22
Income taxes related to items in other comprehensive income (loss)
   0     0      0     0   
   
 
 
  
 
 
   
 
 
  
 
 
 
Other comprehensive income (loss), net of tax
   19   71    (69  (22
   
 
 
  
 
 
   
 
 
  
 
 
 
Comprehensive income (loss)
  $(6,107 $1,595   $(12,699 $278 
   
 
 
  
 
 
   
 
 
  
 
 
 
See accompanying notes to the condensed consolidated financial statements.
 
5

INTEVAC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
Six months ended
 
   
July 3,

2021
  
June 27,

2020
 
   
(Unaudited)
(In thousands)
 
   
Operating activities
         
Net income (loss)
  $(12,630 $300 
Adjustments to reconcile net income (loss) to net cash and cash equivalents provided by operating activities:
         
Depreciation and amortization
   1,686   1,797 
Net amortization (accretion) of investment premiums and discounts
   62   (26
Equity-based compensation
   1,987   1,328 
Straight-line rent adjustment and amortization of lease incentives
   (231  (142
Deferred income taxes
   (202  426 
Changes in operating assets and liabilities
   12,692   (148
   
 
 
  
 
 
 
Total adjustments
   15,994   3,235 
   
 
 
  
 
 
 
Net cash and cash equivalents provided by operating activities
   3,364   3,535 
Investing activities
         
Purchases of investments
   (10,163  (12,213
Proceeds from sales and maturities of investments
   9,815   14,510 
Purchases of leasehold improvements and equipment
   (365  (1,837
   
 
 
  
 
 
 
Net cash and cash equivalents provided by (used in) investing activities
   (713  460 
Financing activities
         
Net proceeds from issuance of common stock
   1,436   994 
Common stock repurchases
   0     (393
Taxes paid related to net share settlement
   (532  (345
   
 
 
  
 
 
 
Net cash and cash equivalents provided by financing activities
   904   256 
Effect of exchange rate changes on cash and cash equivalents
   (40  (74
   
 
 
  
 
 
 
Net increase in cash, cash equivalents and restricted cash
   3,515   4,177 
Cash, cash equivalents and restricted cash at beginning of period
   30,128   20,554 
   
 
 
  
 
 
 
Cash, cash equivalents and restricted cash at end of period
  $33,643  $24,731 
   
 
 
  
 
 
 
   
Non-cash
investing and financing activity
         
Additions to
right-of-use-assets
obtained from new operating lease liabilities
  $0    $128 
   
 
 
  
 
 
 
See accompanying notes to the condensed consolidated financial statements.
 
6

INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
1.
Description of Business and Basis of Presentation
Description of Business
Intevac, Inc. (together with its subsidiaries “Intevac,” the “Company” or “we”) 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 (“HDD”), display cover panel (“DCP”), photovoltaic (“PV”) solar cell and advanced semiconductor packaging (“ASP”) industries. Intevac also provides sensors, cameras and systems for government applications such as night vision. Intevac’s customers include manufacturers of hard disk media, DCPs and solar cells as well as the U.S. government and its agencies, allies and contractors. Intevac reports two segments: Thin-film Equipment (“TFE”) and Photonics.
Basis of Presentation
In the opinion of management, the unaudited interim condensed consolidated financial statements of Intevac included herein have been prepared on a basis consistent with the January 2, 2021 audited consolidated financial statements and include all material adjustments, consisting of normal recurring adjustments, necessary to fairly present the information set forth therein.
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 consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.
COVID-19
Update
The COVID-19
outbreak, which was declared a global pandemic by the World Health Organization in March 2020, has impacted all countries in which we operate. The impact of
COVID-19,
including changes in consumer behavior, pandemic fears, and market downturns as well as restrictions on business and individual activities has created significant volatility in the global economy and led to reduced economic activity. There have been extraordinary actions taken by federal, state, and local public health and governmental authorities to contain the spread of
COVID-19
and although many restrictions that were in place have eased in many localities, some areas that had previously eased restrictions have reverted to more stringent limitations. There remains significant uncertainty concerning the magnitude of the impact and the duration of the
COVID-19
pandemic. Given that, we are unable to predict the ultimate impact it may have on our business, future operations, financial position or cash flows. The extent that our operations will continue to be impacted by the
COVID-19
pandemic will depend on future developments, including any new potential waves of the virus, new strains of the virus, and the success of vaccination programs, all of which are highly uncertain and cannot be accurately predicted. However, we are monitoring the progression of the pandemic and its potential effect on our financial position, results of operations, and cash flows.
 
7

INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 
2.
Revenue
The following tables represent a disaggregation of revenue from contracts with customers for the three and six months ended July 3, 2021 and June 27, 2020 along with the reportable segment for each category.
Major Products and Service Lines
 
TFE
  
Three Months Ended July 3, 2021
   
Three Months Ended June 27, 2020
 
   
(In thousands)
 
   
HDD
   
DCP
   
PV
   
ASP
   
Total
   
HDD
   
PV
   
Total
 
Systems, upgrades and spare parts
  $3,955   $3   $47   $0     $4,005   $15,226   $61   $15,287 
Field service
   1,364    0      0      0      1,364    1,306    2    1,308 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total TFE net revenues
  $5,319   $3   $47   $0     $5,369   $16,532   $63   $16,595 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
   
Six Months Ended July 3, 2021
   
Six Months Ended June 27, 2020
 
   
(In thousands)
 
   
HDD
   
DCP
   
PV
   
ASP
   
Total
   
HDD
   
PV
   
Total
 
Systems, upgrades and spare parts
  $7,539   $3   $158   $3,850   $11,550   $21,587   $269   $21,856 
Field service
   3,001    14    42    0      3,057    2,699    2    2,701 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total TFE net revenues
  $10,540   $17   $200   $3,850   $14,607   $24,286   $271   $24,557 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
   
Three Months
Ended
   
Six Months Ended
 
Photonics
  
July 3,

2021
   
June 27,

2020
   
July 3,

2021
   
June 27,

2020
 
   
(In thousands)
 
Products:
                    
     
Military products
  $4,958   $5,446   $8,209   $10,811 
Commercial products
   50    39    178    118 
Repair and other services
   274    645    716    1,075 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total Photonics product net revenues
   5,282    6,130    9,103    12,004 
Technology development:
                    
Firm Fixed Price (“FFP”)
   1,543    5,462    3,348    9,892 
Cost Plus Fixed Fee (“CPFF”)
   1,619    655    2,996    1,229 
Time and materials
   0      0      0      0   
   
 
 
   
 
 
   
 
 
   
 
 
 
Total technology development net revenues
   3,162    6,117    6,344    11,121 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total Photonics net revenues
  $8,444   $12,247   $15,447   $23,125 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Primary Geographical Markets
 
   
Three Months Ended
   
Three Months Ended
 
   
July 3, 2021
   
June 27, 2020
 
   
(In thousands)
 
   
TFE
   
Photonics
   
Total
   
TFE
   
Photonics
   
Total
 
United States
  $2,121   $8,371   $10,492   $313   $12,125   $12,438 
Asia
   3,248    0      3,248    16,282    0      16,282 
Europe
   0      73    73    0      122    122 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total net revenues
  $5,369   $8,444   $13,813   $16,595   $12,247   $28,842 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
   
   
Six Months Ended
   
Six Months Ended
 
   
July 3, 2021
   
June 27, 2020
 
   
(In thousands)
 
   
TFE
   
Photonics
   
Total
   
TFE
   
Photonics
   
Total
 
United States
  $2,488   $15,331   $17,819   $832   $22,981   $23,813 
Asia
   8,269    0      8,269    23,725    0      23,725 
Europe
   3,850    116    3,966    0      144    144 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total net revenues
  $14,607   $15,447   $30,054   $24,557   $23,125   $47,682 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
8

INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 
Timing of Revenue Recognition
 
   
Three Months Ended
   
Three Months Ended
 
   
July 3, 2021
   
June 27, 2020
 
   
(In thousands)
 
   
TFE
   
Photonics
   
Total
   
TFE
   
Photonics
   
Total
 
Products transferred at a point in time
  $5,369   $274   $5,643   $16,595   $645   $17,240 
Products and services transferred over time
   0      8,170    8,170    0      11,602    11,602 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
   $5,369   $8,444   $13,813   $16,595   $12,247   $28,842 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
   
   
Six Months Ended
   
Six Months Ended
 
   
July 3, 2021
   
June 27, 2020
 
   
(In thousands)
 
   
TFE
   
Photonics
   
Total
   
TFE
   
Photonics
   
Total
 
Products transferred at a point in time
  $14,607   $645   $15,252   $24,557   $1,075   $25,632 
Products and services transferred over time
   0      14,802    14,802    0      22,050    22,050 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
   $14,607   $15,447   $30,054   $24,557   $23,125   $47,682 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
The following table reflects the changes in our contract assets, which we classify as accounts receivable, unbilled or retainage, and our contract liabilities, which we classify as deferred revenue and customer advances, for the six months ended July 3, 2021:
   
July 3,

2021
   
January 2,

2021
   
Six Months

Change
 
   
(In thousands)
 
TFE:
               
Contract assets:
               
Accounts receivable, unbilled
  $0     $369   $(369
   
 
 
   
 
 
   
 
 
 
Contract liabilities:
               
Deferred revenue
  $195   $482   $(287
Customer advances
   1    33    (32
   
 
 
   
 
 
   
 
 
 
   $196   $515   $(319
   
 
 
   
 
 
   
 
 
 
    
Photonics:
               
Contract assets:
               
Accounts receivable, unbilled
  $1,410   $5,439   $(4,029
Retainage
   127    126    1 
   
 
 
   
 
 
   
 
 
 
   $1,537   $5,565   $(4,028
   
 
 
   
 
 
   
 
 
 
Contract liabilities:
               
Deferred revenue
  $275   $779   $(504
   
 
 
   
 
 
   
 
 
 
Accounts receivable, unbilled in our TFE segment represents a contract asset for revenue that has been recognized in advance of billing the customer. For our system and certain upgrade sales, our TFE customers generally pay in 3 installments, with a portion of the system price billed upon receipt of an order, a portion of the price billed upon shipment, and the balance of the price due upon completion of installation and acceptance of the system at the customer’s factory. Accounts receivable, unbilled in our TFE segment generally represents the balance of the system price that is due upon completion of installation and acceptance, less the amount that has been deferred as revenue for the performance of the installation tasks. During the six months ended July 3, 2021, contract assets in our TFE segment decreased by $369,000 primarily due to the recognition of revenue for the installation portion of revenue for one system that completed installation and acceptance.
 
9

INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 
Customer advances in our TFE segment generally represent a contract liability for amounts billed to the customer prior to transferring goods. The Company has elected to use the practical expedient to disregard the effect of the time value of money in a significant financing component when its payment terms are less than one year. These contract advances are liquidated when revenue is recognized. Deferred revenue in our TFE segment generally represents a contract liability for amounts billed to a customer for completed systems at the customer site that are undergoing installation and acceptance testing where transfer of control has not yet occurred, as Intevac does not yet have a demonstrated history of meeting the acceptance criteria upon the customer’s receipt of product. During the six months ended July 3, 2021, we recognized revenue in our TFE segment of $33,000 and $296,000 that was included in customer advances and deferred revenue, respectively, at the beginning of the period.
Accounts receivable, unbilled in our Photonics segment represents a contract asset for revenue that has been recognized in advance of billing the customer, which is common for contracts in the defense industry. In our Photonics segment, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., monthly) or upon achievement of contractual milestones. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. Our contracts with the U.S. government may also contain retainage provisions. Retainage represents a contract asset for the portion of the contract price earned by us for work performed, but held for payment by the U.S. government as a form of security until satisfactory completion of the contract. The retainage is billable upon completion of the contract performance and approval of final indirect expense rates by the government. During the six months ended July 3, 2021, contract assets in our Photonics segment decreased by $4.0 million primarily due to the billing of contractual milestones, offset in part by the accrual of revenue for incurred costs under FFP and CPFF contracts.
Deferred revenue in our Photonics segment generally represents a contract liability for amounts billed to the customer upon achievement of contractual milestones. These amounts are liquidated when revenue is recognized. During the six months ended July 3, 2021, we recognized revenue in our Photonics segment of $
779
,000 that was included in deferred revenue at the beginning of the period.
On July 3, 2021, we had $51.7 million of remaining performance obligations, which we also refer to as backlog. Backlog at July 3, 2021 consisted of $18.9 million of TFE backlog and $32.7 million of Photonics backlog. We expect to recognize approximately 52% of our remaining performance obligations as revenue in 2021, 29% in 2022, and 19% in 2023.
 
3.
Inventories
Inventories are stated at the lower of average cost or net realizable value and consist of the following:
 
   
July 3,
2021
   
January 2,
2021
 
   
(In thousands)
 
Raw materials
  $11,007   $9,999 
Work-in-progress
   5,046    4,832 
Finished goods
   4,471    6,858 
   
 
 
   
 
 
 
   $20,524   $21,689 
   
 
 
   
 
 
 
Finished goods inventory at July 3, 2021 included one VERTEX SPECTRA system for DCP at a customer’s factory previously under evaluation for which the evaluation period has ended but the tool is being considered for another application at that site. Finished goods inventory at January 2, 2021 included one VERTEX SPECTRA system for DCP under evaluation at a customer’s factory and one MATRIX PVD system for advanced semiconductor packaging under evaluation at a customer’s factory.
 
4.
Equity-Based Compensation
At July 3, 2021, Intevac had equity-based awards outstanding under the 2020 Equity Incentive Plan and the 2012 Equity Incentive Plan (together, 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, performance-based stock options (“PSOs”), restricted stock, stock appreciation rights, restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”) and performance shares.
 
10

INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 
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 of 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 50% of their base earnings withheld to purchase Intevac common stock (not to exceed $25,000 per year).
Compensation Expense
The effect of recording equity-based compensation for the three and six months ended July 3, 2021 and June 27, 2020 was as follows:
 
   
Three Months Ended
   
Six Months Ended
 
   
July 3, 2021
   
June 27, 2020
   
July 3, 2021
   
June 27, 2020
 
   
(In thousands)
 
Equity-based compensation by type of award:
                    
Stock options
  $57   $149   $132   $364 
RSUs
   656    450    1,200    816 
Employee stock purchase plan
   306    57    655    148 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total equity-based compensation
  $1,019   $656   $1,987   $1,328 
   
 
 
   
 
 
   
 
 
   
 
 
 
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. Intevac accounts for forfeitures as they occur, rather than estimating expected forfeitures.
Option activity as of July 3, 2021 and changes during the six months ended July 3, 2021 were as follows:
 
   
Shares
   
Weighted-Average

Exercise Price
 
Options outstanding at January 2, 2021
   1,814,467   $6.66 
Options granted
   0—     $0—   
Options cancelled and forfeited
   (205,324  $6.72 
Options exercised
   (65,462  $5.89 
   
 
 
      
Options outstanding at July 3, 2021
   1,543,681   $6.57 
   
 
 
      
Options exercisable at July 3, 2021
   1,317,356   $6.78 
   
 
 
      
Intevac issued 208,516 shares of common stock under the ESPP during the six months ended July 3, 2021.
Intevac estimated the weighted-average fair value of stock options and ESPP purchase rights using the following weighted-average assumptions:
 
   
Six Months Ended
 
   
June 27, 2020
 
Stock Options:
     
Weighted-average fair value of grants per share
   $1.82 
Expected volatility
   46.06% 
Risk-free interest rate
   0.44% 
Expected term of options (in years)
   4.39 
Dividend yield
   NaN 
 
11

INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 
   
Six Months Ended
 
   
July 3, 2021
  
June 27, 2020
 
ESPP Purchase Rights:
         
Weighted-average fair value of grants per share
   $2.69   $1.66 
Expected volatility
   58.56%   36.69% 
Risk-free interest rate
   0.08%   1.56% 
Expected term of purchase rights (in years)
   1.0   0.5 
Dividend yield
   NaN   NaN 
The computation of the expected volatility assumptions used in the Black-Scholes calculations for new stock option grants and ESPP 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
RSU activity as of July 3, 2021 and changes during the six months ended July 3, 2021 were as follows:
 
   
Shares
   
Weighted-Average

Grant Date

Fair Value
 
Non-vested
RSUs at January 2, 2021
   901,634   $5.30 
Granted
   538,022   $6.29 
Vested
   (293,824  $6.08 
Cancelled and forfeited
   (44,775  $3.96 
   
 
 
      
Non-vested
RSUs at July 3, 2021
   1,101,057   $5.63 
   
 
 
      
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 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.
In May 2021, we granted 126,320 performance-based restricted stock units (“PRSUs”) to members of our senior management. The number of PRSUs that will vest is determined by our common stock achieving a certain Total Shareholder Return (“TSR”) for the Company, relative to the TSR of a specified peer group over a measurement period of two years from the time of grant. The fair value of each PRSU award was estimated on the date of grant using a Monte Carlo simulation. PRSU activity is included in the above RSU tables. At the end of the performance measurement period, the Compensation Committee of the Board of Directors (the “Compensation Committee”) will determine the achievement against the performance objectives. Depending on the Company’s TSR relative to the peer group TSR, the actual number of shares that will be vested for each PRSU grant can range from zero to 200% of the initial grant.
Intevac estimated the weighted-average fair value of PRSUs using the following weighted-average assumptions:
 
   
Three Months Ended
   
July 3, 2021
Weighted-average fair value of grants per share
  $7.65
Expected volatility
  56.26%
Risk-free interest rate
  0.15%
Dividend yield
  NaN
 
12

INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 
In May 2020, we granted 109,465 PRSUs to members of our senior management. The PRSUs were issued collectively in four separate tranches with individual
one-year
performance periods beginning in May 2020, 2021, 2022 and 2023, respectively. Vesting of the PRSUs is based on the performance of our common stock relative to the performance of a specified peer group. The fair value of each PRSU award was estimated on the date of grant using a Monte Carlo simulation. PRSU activity is included in the above RSU tables. At the end of each performance measurement period, the Compensation Committee will determine the achievement against the performance objectives. Any earned PRSU awards will vest 100% after the end of the applicable performance measurement period. The first performance measurement period ended in May 2021 and the metric was not achieved and 27,366 PRSUs were cancelled.
Intevac estimated the weighted-average fair value of PRSUs using the following weighted-average assumptions:
 
   
Three Months Ended
 
   
June 27, 2020
 
Weighted-average fair value of grants per share
  $3.16 
Expected volatility
   46.7
Risk-free interest rate
   0.25
Dividend yield
   NaN 
 
5.
Warranty
Intevac provides for the estimated cost of warranty when revenue is recognized. Intevac’s warranty is subject to contract terms and, for its HDD manufacturing, DCP manufacturing, solar cell manufacturing and advanced semiconductor packaging 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. Intevac uses estimated repair or replacement costs along with its historical warranty experience to determine its warranty obligation. 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 six months ended July 3, 2021 and June 27, 2020:
 
   
Three Months Ended
   
Six Months Ended
 
   
July 3,

2021
   
June 27,

2020
   
July 3,

2021
   
June 27,

2020
 
   
(In thousands)
 
Opening balance
  $590   $725   $480   $1,022 
Expenditures incurred under warranties
   (217   (189   (415   (308
Accruals for product warranties issued during the reporting period
   198    135    473    159 
Adjustments to previously existing warranty accruals
   1    (9   34    (211
   
 
 
   
 
 
   
 
 
   
 
 
 
Closing balance
  $572   $662   $572   $662 
   
 
 
   
 
 
   
 
 
   
 
 
 
The following table displays the balance sheet classification of the warranty provision account at July 3, 2021 and at January 2, 2021.
 
   
July 3,
2021
   
January 2,
2021
 
   
(In thousands)
 
Other accrued liabilities
  $527   $405 
Other long-term liabilities
   45    75 
   
 
 
   
 
 
 
Total warranty provision
  $572   $480 
   
 
 
   
 
 
 
 
13

INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 
6.
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 July 3, 2021, we had letters of credit and bank guarantees outstanding totaling $787,000, including the standby letter of credit outstanding under the Santa Clara, California facility lease and various other guarantees with our bank. These letters of credit and bank guarantees are collateralized by $787,000 of restricted cash.
 
14

INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 
7.
Cash, Cash Equivalents and Investments
Cash and cash equivalents, short-term investments and long-term investments consist of:
 
   
July 3, 2021
 
   
Amortized Cost
   
Unrealized
Holding Gains
   
Unrealized
Holding Losses
   
Fair Value
 
   
(In thousands)
 
     
Cash and cash equivalents:
                    
Cash
  $28,477   $—     $—     $28,477 
Money market funds
   4,379    —      —      4,379 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total cash and cash equivalents
  $32,856   $—     $—     $32,856 
Short-term investments:
                    
Certificates of deposit
  $7,550   $3   $—     $7,553 
Corporate bonds and medium-term notes
   4,505    2    —      4,507 
Municipal bonds
   740    —      —      740 
U.S. treasury and agency securities
   2,999    6    —      3,005 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total short-term investments
  $15,794   $11   $—     $15,805 
Long-term investments:
                    
Certificates of deposit
  $500   $—     $1   $499 
Corporate bonds and medium-term notes
   2,020    —      1    2,019 
U.S. treasury and agency securities
   2,161    1    1    2,161 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total long-term investments
  $4,681   $1   $3   $4,679 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total cash, cash equivalents, and investments
  $53,331   $12   $3   $53,340 
   
 
 
   
 
 
   
 
 
   
 
 
 
  
   
January 2, 2021
 
   
Amortized Cost
   
Unrealized
Holding Gains
   
Unrealized
Holding Losses
   
Fair Value
 
   
(In thousands)
 
     
Cash and cash equivalents:
                    
Cash
  $24,729   $—     $—     $24,729 
Money market funds
   3,612    —      —      3,612 
Certificates of deposit
   1,000    —      —      1,000 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total cash and cash equivalents
  $29,341   $—     $—     $29,341 
Short-term investments:
                    
Certificates of deposit
  $6,450   $2   $0     $6,452 
Commercial paper
   500    0      0      500 
Corporate bonds and medium-term notes
   2,929    6    0      2,935 
Municipal bonds
   400    —      —      400 
U.S. treasury and agency securities
   4,527    25    0      4,552 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total short-term investments
  $14,806   $33   $0     $14,839 
Long-term investments:
                    
Certificates of deposit
  $500   $0     $0—   $500 
Corporate bonds and medium-term notes
   3,474    4    0      3,478 
U.S. treasury and agency securities
   1,409    1    0      1,410 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total long-term investments
  $5,383   $5   $0     $5,388 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total cash, cash equivalents, and investments
  $49,530   $38   $0     $49,568 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
15

INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 
The contractual maturities of
available-for-sale
securities at July 3, 2021 are presented in the following table.
 
   
Amortized
Cost
   
Fair
Value
 
   
(In thousands)
 
Due in one year or less
  $20,173   $20,184 
Due after one through five years
   4,681    4,679 
   
 
 
   
 
 
 
   $24,854   $24,863 
   
 
 
   
 
 
 
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 July 3, 2021.
 
   
July 3, 2021
 
   
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)
 
Certificates of deposit
  $999   $1   $0     $0   
Corporate bonds and medium-term notes
   3,085    1    0      0   
U.S. treasury and agency securities
   751    1    0      0   
   
 
 
   
 
 
   
 
 
   
 
 
 
   $4,835   $3   $0     $0   
   
 
 
   
 
 
   
 
 
   
 
 
 
All prices for the fixed maturity securities including U.S. treasury and agency securities, certificates of deposit, commercial paper, corporate bonds, asset backed securities 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 if a security were to be sold 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 July 3, 2021.
 
   
Fair Value Measurements
at July 3, 2021
 
   
Total
   
Level 1
   
Level 2
 
   
(In thousands)
 
Recurring fair value measurements:
               
Available-for-sale
securities
               
Money market funds
  $4,379   $4,379   $—   
U.S. treasury and agency securities
   5,166    5,166    —   
Certificates of deposit
   8,052    —      8,052 
Corporate bonds and medium-term notes
   6,526    —      6,526 
Municipal bonds
   740    —      740 
   
 
 
   
 
 
   
 
 
 
Total recurring fair value measurements
  $24,863   $9,545   $15,318 
   
 
 
   
 
 
   
 
 
 
 
16

INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 
8.
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 income (expense), 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 maturities of approximately
30
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 July 3, 2021 and January 2, 2021.
 
   
Notional Amounts
   
Derivative Liabilities
 
Derivative Instrument
  
July 3,

2021
   
January 2,

2021
   
July 3,

2021
   
January 2,

2021
 
           
Balance

Sheet

Line
   
Fair

Value
   
Balance

Sheet

Line
   
Fair

Value
 
   
(In thousands)
 
Undesignated Hedges:
                              
Forward Foreign Currency Contracts
  $520   $983       $3        $3 
   
 
 
   
 
 
        
 
 
        
 
 
 
Total Hedges
  $520   $983        $3        $3 
   
 
 
   
 
 
        
 
 
        
 
 
 
 
*
Other accrued liabilities
 
9.
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. On August 15, 2018, Intevac’s Board of Directors approved a $10.0 million increase to the original stock repurchase program for an aggregate authorized amount of up to $40.0 million. At July 3, 2021, $10.4 million remains available for future stock repurchases under the repurchase program.
Intevac records treasury stock purchases under the cost method using the
first-in,
first-out
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 accumulated deficit.
The following table summarizes Intevac’s stock repurchases:
 
   
Three Months Ended
   
Six Months Ended
 
   
July 3,

2021
   
June 27,

2020
   
July 3,

2021
   
June 27,

2020
 
   
(In thousands, except per share amounts)
 
Shares of common stock repurchased
   0      0      0      98 
Cost of stock repurchased
  $0     $0     $0     $393 
Average price paid per share
  $0     $0     $0     $3.97 
 
17

INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 
Condensed Consolidated Statement of Changes in Equity
The changes in stockholders’ equity by component for the three and six months ended July 3, 2021 and June 27, 2020, are as follows (in thousands):
 
   
Three months ended July 3, 2021
 
   
Common
Stock and
Additional
Paid-in

Capital
  
Treasury
Stock
  
Accumulated
Other
Comprehensive
Income
  
Accumulated
Deficit
  
Total
Stockholders’
Equity
 
Balance at April 3, 2021
  $195,388  $(29,551 $552  $(69,234 $97,155 
Common stock issued under employee plans
   193   —     —     —     193 
Shares withheld for net share settlement of RSUs
   (512  —     —     —     (512
Equity-based compensation expense
   1,019   —     —     —     1,019 
Net loss
   —     —     —     (6,126  (6,126
Other comprehensive income
   —     —     19   —     19 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance at July 3, 2021
  $196,088  $(29,551 $571  $(75,360 $91,748 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
  
   
Six months ended July 3, 2021
 
   
Common
Stock and
Additional
Paid-in

Capital
  
Treasury
Stock
  
Accumulated
Other
Comprehensive
Income
  
Accumulated
Deficit
  
Total
Stockholders’
Equity
 
Balance at January 2, 2021
  $193,197  $
(29, 551
 $640  $(62,730 $101,556 
Common stock issued under employee plans
   1,436   —     —     —     1,436 
Shares withheld for net share settlement of RSUs
   (532  —     —     —     (532
Equity-based compensation expense
   1,987   —     —     —     1,987 
Net loss
   —     —     —     (12,630  (12,630
Other comprehensive loss
   —     —     (69  —     (69
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance at July 3, 2021
  $196,088  $(29,551 $571  $(75,360 $91,748 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
  
   
Three months ended June 27, 2020
 
   
Common
Stock and
Additional
Paid-in

Capital
  
Treasury
Stock
  
Accumulated
Other
Comprehensive
Income
  
Accumulated
Deficit
  
Total
Stockholders’
Equity
 
Balance at March 28, 2020
  $189,899  $(29,551 $331  $(65,010 $95,669 
Common stock issued under employee plans
   44   —     —     —     44 
Shares withheld for net share settlement of RSUs
   (309  —     —     —     (309
Equity-based compensation expense
   656   —     —     —     656 
Net income
   —     —     —     1,524   1,524 
Other comprehensive income
   —     —     71   —     71 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance at June 27, 2020
  $190,290  $(29,551 $402  $(63,486 $97,655 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
  
   
Six months ended June 27, 2020
 
   
Common
Stock and
Additional
Paid-in

Capital
  
Treasury
Stock
  
Accumulated
Other
Comprehensive
Income
  
Accumulated
Deficit
  
Total
Stockholders’
Equity
 
Balance at December 28, 2019
  $188,313  $(29,158 $424  $(63,786 $95,793 
Common stock issued under employee plans
   994   —     —     —     994 
Shares withheld for net share settlement of RSUs
   (345  —     —     —     (345
Equity-based compensation expense
   1,328   —     —     —     1,328 
Net income
   —     —     —     300   300 
Other comprehensive loss
   —     —     (22  —     (22
Common stock repurchases
   —     (393  —     —     (393
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance at June 27, 2020
  $190,290  $(29,551 $402  $(63,486 $97,655 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
 
18

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 six months ended July 3, 2021 and June 27, 2020, are as follows.
 
   
Three Months Ended
   
Six Months Ended
 
   
July 3, 2021
 
   
Foreign

currency
   
Unrealized
holding gains
(losses) on
available-for-sale

investments
  
Total
   
Foreign
currency
  
Unrealized
holding gains
(losses) on
available-for-sale

investments
  
Total
 
   
(In thousands)
 
Beginning balance
  $534   $18  $552   $602  $38  $640 
Other comprehensive income (loss) before reclassification
   28    (9  19    (40  (29  (69
Amounts reclassified from other comprehensive income
   —      —     —      —     —     —   
   
 
 
   
 
 
  
 
 
   
 
 
  
 
 
  
 
 
 
Net current-period other comprehensive income (loss)
   28    (9  19    (40  (29  (69
   
 
 
   
 
 
  
 
 
   
 
 
  
 
 
  
 
 
 
Ending balance
  $562   $9  $571   $562  $9  $571 
   
 
 
   
 
 
  
 
 
   
 
 
  
 
 
  
 
 
 
   
   
Three Months Ended
   
Six Months Ended
 
   
June 27, 2020
 
   
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
  $286   $45  $331   $381  $43  $424 
Other comprehensive income (loss) before reclassification
   20    51   71    (75  53   (22
Amounts reclassified from other comprehensive income
   —      —     —      —     —     —   
   
 
 
   
 
 
  
 
 
   
 
 
  
 
 
  
 
 
 
Net current-period other comprehensive income (loss)
   20    51   71    (75  53   (22
   
 
 
   
 
 
  
 
 
   
 
 
  
 
 
  
 
 
 
Ending balance
  $306   $96  $402   $306  $96  $402 
   
 
 
   
 
 
  
 
 
   
 
 
  
 
 
  
 
 
 
 
10.
Net Income (Loss) Per Share
The following table sets forth the computation of basic and diluted net income (loss) per share:
 
   
Three Months Ended
   
Six Months Ended
 
   
July 3, 2021
   
June 27, 2020
   
July 3, 2021
   
June 27, 2020
 
   
(In thousands, except per share amounts)
 
Net income (loss)
  $(6,126  $1,524   $(12,630  $300 
Weighted-average shares – basic
   24,241    23,561    24,137    23,522 
Effect of dilutive potential common shares
   0      345    0      431 
   
 
 
   
 
 
   
 
 
   
 
 
 
Weighted-average shares – diluted
   24,241    23,906    24,137    23,953 
   
 
 
   
 
 
   
 
 
   
 
 
 
Net income (loss) per share – basic
  $(0.25  $0.06   $(0.52  $0.01 
   
 
 
   
 
 
   
 
 
   
 
 
 
Net income (loss) per share – diluted
  $(0.25  $0.06   $(0.52  $0.01 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
19

INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 
The following potentially dilutive securities were excluded (as common stock equivalents) from the computation of diluted net income (loss) per share for the periods presented as their effect would have been antidilutive:
 
   
Three Months Ended
   
Six Months Ended
 
   
July 3, 2021
   
June 27, 2020
   
July 3, 2021
   
June 27, 2020
 
   
(In thousands)
 
     
Stock options to purchase common stock
   1,544    1,596    1,544    1,596 
RSUs
   1,101    19    1,101    19 
Employee stock purchase plan
   8    2    8    2 
 
11.
Segment Reporting
Intevac’s 2 reportable segments are TFE and Photonics. 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 July 3, 2021 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, or unallocated costs in measuring the performance of the reportable segments.
The TFE 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, DCP and advanced semiconductor packaging 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.
Information for each reportable segment for the three and six months ended July 3, 2021 and June 27, 2020 is as follows:
Net Revenues
 
   
Three Months Ended
   
Six Months Ended
 
   
July 3,

2021
   
June 27,

2020
   
July 3,

2021
   
June 27,

2020
 
   
(In thousands)
 
     
TFE
  $5,369   $16,595   $14,607   $24,557 
Photonics
   8,444    12,247    15,447    23,125 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total segment net revenues
  $13,813   $28,842   $30,054   $47,682 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
20

INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 
Operating Income (Loss)
 
   
Three Months Ended
  
Six Months Ended
 
   
July 3,

2021
  
June 27,

2020
  
July 3,

2021
  
June 27,

2020
 
   
(In thousands)
 
     
TFE
  $(4,305 $(174 $(8,306 $(2,705
Photonics
   (255  3,536   (1,401  6,448 
   
 
 
  
 
 
  
 
 
  
 
 
 
Total income (loss) from segment operations
   (4,560  3,362   (9,707  3,743 
   
 
 
  
 
 
  
 
 
  
 
 
 
Unallocated costs
   (1,751  (1,258  (3,105  (2,738
   
 
 
  
 
 
  
 
 
  
 
 
 
Income (loss) from operations
   (6,311  2,104   (12,812  1,005 
Interest income and other income (expense), net
   20   62   50   204 
   
 
 
  
 
 
  
 
 
  
 
 
 
Income (loss) before provision for (benefit from) income taxes
  $(6,291 $2,166  $(12,762 $1,209 
   
 
 
  
 
 
  
 
 
  
 
 
 
Total assets for each reportable segment as of July 3, 2021 and January 2, 2021 are as follows:
Assets
 
   
July 3,

2021
   
January 2,

2021
 
   
(In thousands)
 
   
TFE
  $31,734   $44,335 
Photonics
   17,837    22,923 
   
 
 
   
 
 
 
Total segment assets
   49,571    67,258 
   
 
 
   
 
 
 
Cash, cash equivalents and investments
   53,340    49,568 
Restricted cash
   787    787 
Deferred income taxes
   5,537    5,335 
Other current assets
   1,083    1,093 
Common property, plant and equipment
   1,206    1,443 
Common operating lease
right-of-use
assets
   1,381    1,603 
Other assets
   164    151 
   
 
 
   
 
 
 
Consolidated total assets
  $113,069   $127,238 
   
 
 
   
 
 
 
 
21

INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 
12.
Income Taxes
Intevac recorded income tax benefits of $165
,000
and $132,000 for the three and six months ended July 3, 2021, respectively, and income tax provisions $642,000 and $909,000 for the three and six months ended June 27, 2020, respectively. The income tax provisions (benefits) for these three and six 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. For the three and six month periods ended July 3, 2021 Intevac recorded income tax benefits on losses of its international subsidiaries of $189,000 and $208,000, respectively, and recorded $24,000 and $72,000, respectively, for withholding taxes on royalties paid to the United States from Intevac’s Singapore subsidiary as discrete items. For the three and six month periods ended June 27, 2020 Intevac recorded income tax provisions on earnings of its international subsidiaries of $369,000 and $548,000, respectively, and recorded $272,000 and $373,000, respectively, for withholding taxes on royalties paid to the United States from Intevac’s Singapore subsidiary as discrete items. For all periods presented Intevac utilized net operating loss carry-forwards to offset the impact of global intangible
low-taxed
income. 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.
The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted on March 27, 2020 in the United States. The CARES Act includes several significant provisions for corporations, including the usage of net operating losses and payroll benefits. Several foreign
(non-U.S.)
jurisdictions in which we operate have taken similar economic stimulus measures. The Company evaluated the provisions of the CARES Act and other
non-U.S.
economic measures and determined the impact on our financial position at July 3, 2021 and on the results of operations and cash flows for the three and six months then ended to be as follows.
Under the CARES Act, we elected to defer payment, on an interest-free basis, of the employer portion of social security payroll taxes incurred from March 27, 2020 to December 31, 2020.
One-half
of such deferral amount will become due on each of December 31, 2021 and December 31, 2022. We elected to utilize this deferral program to delay payment of $764,000 of the employer portion of payroll taxes which were incurred between March 27, 2020 and December 31, 2020. On the condensed consolidated balance sheets, the short-term portion of the deferred payroll tax liability is included in accrued payroll and related liabilities, while the long-term portion is included in other long-term liabilities. The Company also utilized the employee retention tax credit under the CARES Act for certain qualifying employee salary and wage expenditures. Tax benefits under the employee retention tax credit were not significant.
In Singapore, Intevac receives government assistance under the Job Support Scheme (“JSS”). The purpose of the JSS is to provide wage support to employers to help them retain their local employees. During the six months ended July 3, 2021, the Company received $66,000 in JSS grants, of which $39,000 is reported as a reduction of cost of net revenues, $10,000 is reported as a reduction of research and development (“R&D”) expenses and $17,000 is reported as a reduction of selling, general and administrative expenses on the condensed consolidated statements of operations. During the three and six months ended June 27, 2020, the Company received $310,000 in JSS grants, of which $180,000 is reported as a reduction of cost of net revenues, $49,000 is reported as a reduction of R&D expenses, and $81,000 is reported as a reduction of selling, general and administrative expenses on the condensed consolidated statements of operations.
 
13.
Restructuring Charges
During the first quarter of fiscal 2021, Intevac substantially completed implementation of the 2021 cost reduction plan (the “Cost Reduction Plan”), which was intended to reduce expenses and reduce its workforce by 1.4 percent. The cost of implementing the Cost Reduction 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 Cost Reduction Plan occurred in the first quarter of fiscal 2021. Implementation of the Cost Reduction Plan is expected to reduce salary, wages and other employee-related expenses by approximately $576,000 on an annual basis.
 
22

INTEVAC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 
The changes in restructuring reserves, which resulted from cash-based severance payments and other employee-related costs, associated with the Cost Reduction Plan for the six months ended July 3, 2021 were as follows.
 
   
Six Months

Ended

July 3,

2021
 
   
(In thousands)
 
  
Beginning balance
  $—   
Provision for restructuring reserves
   43 
Cash payments made
   (43
   
 
 
 
Ending balance
  $—   
   
 
 
 
 
14.
Commitments and 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.
 
23

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 2021 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; 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 (“SEC”), including our Annual Report on Form
10-K
filed on February 17, 2021, and our Quarterly Reports on Form
10-Q
and Current Reports on Form
8-K.
Intevac’s trademarks include the following: “200 Lean
®
,” “DiamondClad
®
,” “EBAPS
®
,” “ENERG
i
®
,” “LIVAR
®
,” “INTEVAC LSMA
®
,” “INTEVAC MATRIX
®
,” “MicroVista
®
,” “NightVista
®
,” “oDLC
®
,” “INTEVAC VERTEX
®
,” “VERTEX Marathon
®
,” and “VERTEX SPECTRA
®
.”
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 (“HDD”), display cover panel (“DCP”), photovoltaic (“PV”) solar cell, and advanced semiconductor packaging industries. Intevac also provides sensors, cameras and systems for government applications such as night vision. Intevac’s customers include manufacturers of hard disk media, DCPs and solar cells, semiconductor outsourced assembly and test companies as well as the U.S. government and its agencies, allies and contractors. Intevac reports two segments: Thin-film Equipment (“TFE”) and Photonics.
Product development and manufacturing activities occur in North America and Asia. Intevac also has field offices in Asia to support its TFE 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 of operations are driven by a number of factors including success in its equipment growth initiatives in the DCP, solar and advanced semiconductor packaging markets and by worldwide demand for HDDs. Demand for HDDs depends on the growth in digital data creation and storage, the rate of areal density improvements, and 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 a thin-film physical vapor deposition (“PVD”) application for protective coating for DCP manufacturing, a thin-film PVD application for PV solar cell manufacturing, and a PVD
fan-out
application for advanced semiconductor packaging. Intevac believes that expansion into these markets will result in incremental equipment revenues for Intevac and decrease Intevac’s dependence on the HDD 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 HDDs, cell phones, PV cells, and semiconductor chips as well as other factors such as global economic conditions and technological advances in fabrication processes.
The following table presents certain significant measurements for the three and six months ended July 3, 2021 and June 27, 2020:
 
   
Three months ended
  
Six months ended
 
   
July 3,

2021
  
June 27,

2020
  
Change over

prior period
  
July 3,

2021
  
June 27,

2020
  
Change over

prior period
 
   
(In thousands, except percentages and per share amounts)
 
       
Net revenues
  $13,813  $28,842  $(15,029 $30,054  $47,682  $(17,628
Gross profit
  $3,108  $11,420  $(8,312 $6,162  $19,577  $(13,415
Gross margin percent
   22.5  39.6  (17.1) points   20.5  41.1  (20.6) points 
Income (loss) from operations
  $(6,311 $2,104  $(8,415 $(12,812 $1,005  $(13,817
Net income (loss)
  $(6,126 $1,524  $(7,650 $(12,630 $300  $(12,930
Net income (loss) per diluted share
  $(0.25 $0.06  $(0.31 $(0.52 $0.01  $(0.53
 
24

Net revenues for the second quarter of fiscal 2021 decreased compared to the same period in the prior year primarily due to lower equipment sales to HDD manufacturers, lower Photonics product sales and lower Photonics contract R&D. TFE did not recognize revenue on any systems in the second quarter of fiscal 2021. TFE recognized revenue on two 200 Lean
®
HDD systems in the second quarter of fiscal 2020. During the second quarter of fiscal 2021, Photonics delivered the first prototype units for our U.S. Army Integrated Visual Augmentation System (“IVAS”) product. During the second quarter of fiscal 2021, the Company did not receive any government assistance related to
COVID-19
from the government of Singapore. During the second quarter of fiscal 2020, the Company received $310,000 in government assistance related to
COVID-19
from the government of Singapore of which $180,000 was reported as a reduction of cost of net revenues, $49,000 was reported as a reduction of R&D expenses and $81,000 was reported as a reduction of selling, general and administrative expenses. The Company reported a net loss for the second quarter of fiscal 2021 compared to net income for the second quarter of 2020 due to lower revenues, lower gross profit and higher R&D expenses, offset in part by lower selling, general and administrative expenses.
Net revenues for the first six months of fiscal 2021 decreased compared to the same period in the prior year primarily due to lower equipment sales to HDD manufacturers, lower Photonics product sales and lower Photonics contract R&D revenue, offset in part by higher equipment sales for advanced semiconductor packaging. TFE recognized revenue on one MATRIX PVD system for advanced semiconductor packaging in the first half of fiscal 2021 compared to two 200 Lean
HDD systems in the first half of fiscal 2020. During the first half of fiscal 2021, the Company received $66,000 in government assistance related to
COVID-19
from the government of Singapore of which $39,000 was reported as a reduction of cost of net revenues, $10,000 was reported as a reduction of R&D expenses and $17,000 was reported as a reduction of selling, general and administrative expenses. During the first half of fiscal 2020, the Company received $310,000 in government assistance related to
COVID-19
from the government of Singapore of which $180,000 was reported as a reduction of cost of net revenues, $49,000 was reported as a reduction of R&D expenses and $81,000 was reported as a reduction of selling, general and administrative expenses. The Company reported a net loss for the first half of fiscal 2021 compared to net income for the first half of 2020 due to lower revenues, lower gross profit and higher spending on R&D, offset in part by lower selling, general and administrative expenses.
We believe fiscal 2021 will be a challenging year and we do not expect to be profitable in fiscal 2021. We expect that 2021 HDD equipment sales will be lower than 2020 levels. In 2021, we expect to obtain production orders for our VERTEX systems. In 2021, we expect product revenue in Photonics to decline slightly as shipments for the Apache camera under the current contract with the U.S. government concluded in the third quarter of 2020. In 2021, we will continue to deliver product shipments of the night-vision camera modules for the F35 Joint Strike Fighter program and our LIVAR cameras for advanced precision targeting systems. In 2021, we expect decreased contract R&D revenue as development work on the multi-year IVAS contract award for the development and production of digital night-vision cameras to support the U.S. Army’s IVAS program completed in early 2021. In 2021, we delivered the first prototype units for our IVAS product. We do not expect to receive any additional government assistance related to
COVID-19
from the government of Singapore in the remainder of fiscal 2021.
Updates to the
COVID-19
response included in our Annual Report on
10-K
for the fiscal year ended January 2, 2021
The impact of
COVID-19,
including changes in consumer behavior, pandemic fears, and market downturns, as well as restrictions on business and individual activities, has created significant volatility in the global economy and led to reduced economic activity. Although
COVID-19
vaccines are now broadly distributed and administered, there remains significant uncertainty concerning the magnitude of the impact and the duration of the
COVID-19
pandemic. If new strains of
COVID-19
develop, the continued impacts to our business could be material to our fiscal 2021 results. Our customers may delay or cancel orders due to reduced demand, supply chain disruptions, and/or travel restrictions and border closures. We have experienced pandemic-related delays in our TFE evaluation and development work. In response
to COVID-19,
we implemented initiatives to safeguard our employees, including work-from-home protocols. In June 2021 we began reopening our offices on a regional basis in accordance with local authority guidelines while ensuring that our return to work is thoughtful, prudent, and handled with a safety-first approach. All employees in the United States who could work from home did so through the middle of June 2021 when we fully reopened our offices as restrictions were lifted by the applicable authorities. All employees in Singapore that can do so continue to work remotely and will do so until restrictions are lifted by the applicable authorities in Singapore. Our employees’ health and safety is our top priority, and we will continue to monitor local restrictions across the world, the administration of vaccines, and the number of new cases.
In Singapore, Intevac receives government assistance under the Job Support Scheme (“JSS”). The purpose of the JSS is to provide wage support to employers to help them retain their local employees. Under the JSS, Intevac received $66,000 in JSS grants in the first half of fiscal 2021. During the quarter ended June 27, 2020, the Company received $310,000 in JSS grants. Intevac does not expect to receive any additional government assistance related to
COVID-19
from the government of Singapore in the remainder of fiscal 2021.
 
25

For the three and six months ended July 3, 2021, the Company’s expenses included approximately $44,000 and $87,000, respectively, due to costs related to actions taken in response to
COVID-19.
For the three and six months ended June 27, 2020, the Company’s expenses included approximately $59,000 and $69,000, respectively, due to costs related to actions taken in response to
COVID-19.
Results of Operations
Net revenues
 
   
Three months ended
  
Six months ended
 
   
July 3,

2021
   
June 27,

2020
   
Change over

prior period
  
July 3,

2021
   
June 27,

2020
   
Change over

prior period
 
   
(In thousands)
 
TFE
  $5,369   $16,595   $(11,226 $14,607   $24,557   $(9,950
Photonics:
           
Products
   5,282    6,130    (848  9,103    12,004    (2,901
Contract R&D
   3,162    6,117    (2,955  6,344    11,121    (4,777
  
 
 
   
 
 
   
 
 
  
 
 
   
 
 
   
 
 
 
   8,444    12,247    (3,803  15,447    23,125    (7,678
  
 
 
   
 
 
   
 
 
  
 
 
   
 
 
   
 
 
 
Total net revenues
  $13,813   $28,842   $(15,029 $30,054   $47,682   $(17,628
  
 
 
   
 
 
   
 
 
  
 
 
   
 
 
   
 
 
 
TFE revenue for the three and six months ended July 3, 2021 decreased compared to the same periods in the prior year as a result of lower sales of systems and technology upgrades, offset in part by higher sales of spares and service. TFE revenue for the three months ended July 3, 2021 did not include revenue recognized for any systems compared to revenue recognized for two 200 Lean
HDD systems for the three months ended June 27, 2020. TFE recognized revenue in the first half of fiscal 2021 on one MATRIX PVD system for advanced semiconductor packaging compared to revenue recognized for two 200 Lean
HDD systems in the first half of fiscal 2020.
Photonics revenue for the three and six months ended July 3, 2021 decreased compared to the same periods in the prior year as a result of lower product sales revenues and lower contract R&D work. Development work on the multi-year IVAS contract award for the development and production of digital night-vision cameras to support the U.S. Army’s IVAS program completed in early 2021. During the second quarter of fiscal 2021, Photonics delivered the first prototype units for our IVAS product.
Backlog
 
   
July 3,

2021
   
January 2,

2021
   
June 27,

2020
 
   
(In thousands)
 
TFE
  $18,943   $5,623   $14,567 
Photonics
   32,726    41,317    54,424 
  
 
 
   
 
 
   
 
 
 
Total backlog
  $51,669   $46,940   $68,991 
  
 
 
   
 
 
   
 
 
 
TFE backlog at July 3, 2021, at January 2, 2021 and at June 27, 2020 did not include any 200 Lean HDD systems.
 
26

Revenue by geographic region
 
   
Three Months Ended
   
Three Months Ended
 
   
July 3, 2021
   
June 27, 2020
 
   
(In thousands)
 
   
TFE
   
Photonics
   
Total
   
TFE
   
Photonics
   
Total
 
United States
  $2,121   $8,371   $10,492   $313   $12,125   $12,438 
Asia
   3,248    —      3,248    16,282    —      16,282 
Europe
   —      73    73    —      122    122 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total net revenues
  $5,369   $8,444   $13,813   $16,595   $12,247   $28,842 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
   
Six Months Ended
   
Six Months Ended
 
   
July 3, 2021
   
June 27, 2020
 
   
(In thousands)
 
   
TFE
   
Photonics
   
Total
   
TFE
   
Photonics
   
Total
 
United States
  $2,488   $15,331   $17,819   $832   $22,981   $23,813 
Asia
   8,269    —      8,269    23,725    —      23,725 
Europe
   3,850    116    3,966    —      144    144 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total net revenues
  $14,607   $15,447   $30,054   $24,557   $23,125   $47,682 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
International sales include products shipped to overseas operations of U.S. companies. The decrease in sales to the U.S. region in the three and six months ended July 3, 2021 versus the same periods in the prior year, reflected lower Photonics product shipments and lower Photonics contract R&D work. Sales to the Asia region in both three and six month periods ended July 3, 2021 did not include any systems. Sales to the Asia region in both three and six month periods ended June 27, 2020 included two 200 Lean
HDD systems. Sales to the Europe region in the six months ended July 3, 2021 included one MATRIX PVD system for advanced semiconductor packaging. Sales to the Europe region in the three and six months ended June 27, 2020 were not significant.
Gross profit
 
   
Three months ended
  
Six months ended
 
   
July 3,

2021
  
June 27,

2020
  
Change over

prior period
  
July 3,

2021
  
June 27,

2020
  
Change over

prior period
 
   
(In thousands, except percentages)
 
       
TFE gross profit
  $1,006  $6,047  $(5,041 $3,140  $9,547  $(6,407
% of TFE net revenues
   18.7  36.4      21.5  38.9    
Photonics gross profit
  $2,102  $5,373  $(3,271 $3,022  $10,030  $(7,008
% of Photonics net revenues
   24.9  43.9      19.6  43.4    
Total gross profit
  $3,108  $11,420  $(8,312 $6,162  $19,577  $(13,415
% of net revenues
   22.5  39.6      20.5  41.1    
Cost of net revenues consists primarily of purchased materials and costs attributable to contract R&D, and also includes fabrication, assembly, test and installation labor and overhead, customer-specific engineering costs, warranty costs, royalties, provisions for inventory reserves and scrap.
TFE gross margin was 18.7% in the three months ended July 3, 2021 compared to 36.4% in the three months ended June 27, 2020 and was 21.5% in the six months ended July 3, 2021 compared to 38.9% in the six months ended June 27, 2020. The decline in the gross margin percentage for the three months ended July 3, 2021 compared to the same period in the prior year was due primarily to lower revenues and lower factory utilization. The decrease in the gross margin percentage for the six months ended July 3, 2021 was due primarily to lower revenues, lower factory utilization, and the lower margin on the first MATRIX PVD system for advanced semiconductor packaging. Gross margins in the TFE 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.
 
27

Photonics gross margin was 24.9% in the three months ended July 3, 2021 compared to 43.9% in the three months ended June 27, 2020 and was 19.6% in the six months ended July 3, 2021 compared to 43.4% in the six months ended June 27, 2020. The decline in gross margin for the three months ended July 3, 2021 was due to lower revenue levels, incremental
start-up
costs for
non-recurring
engineering associated with the first shipments of our IVAS product, lower margins on contract R&D work and loss provisions taken on several small firm fixed price contracts. The decline in gross margin for the six months ended July 3, 2021 was due to lower revenue levels, lower margins on contract R&D work primarily due to additional development costs to integrate our camera into the IVAS platform, incremental scrapping of materials and loss provisions taken on several small firm fixed price contracts. 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.
Research and development expense
 
   
Three months ended
   
Six months ended
 
   
July 3,

2021
   
June 27,

2020
   
Change over

prior period
   
July 3,

2021
   
June 27,

2020
   
Change over

prior period
 
   
(In thousands)
 
       
Research and development expense
  $3,894   $3,707   $187   $7,519   $6,991   $528 
Research and development spending in TFE during the three and six months ended July 3, 2021 decreased compared to the same periods in the prior year due to lower spending on DCP, semiconductor
Fan-out,
HDD and PV development offset in part by higher spending on HDD development. TFE spending consisted primarily of DCP, HDD, semiconductor
Fan-out,
and PV development. Research and development spending increased in Photonics during the three and six months ended July 3, 2021, as compared to the same periods in the prior year, primarily related to incremental
start-up
non-recurring
engineering costs associated with our IVAS product and higher spending on the development of the next generation of our low light level CMOS camera. Research and development expenses do not include costs of $2.1 million and $5.3 million for the three and six months ended July 3, 2021, respectively, or $3.6 million and $6.5 million for the three and six months ended June 27, 2020, respectively, which are related to customer-funded contract R&D programs in Photonics and therefore included in cost of net revenues.
Selling, general and administrative expense
 
   
Three months ended
  
Six months ended
 
   
July 3,

2021
   
June 27,

2020
   
Change over

prior period
  
July 3,

2021
   
June 27,

2020
   
Change over

prior period
 
   
(In thousands)
 
       
Selling, general and administrative expense
  $5,525   $5,609   $(84 $11,455   $11,581   $(126
Selling, general and administrative expense consists primarily of selling, marketing, customer support, financial and management costs. Selling, general and administrative expenses for the three and six months ended July 3, 2021 decreased compared to the same periods in the prior year as lower variable compensation expenses and lower
e-commerce
costs were offset in part by higher stock compensation expenses, higher costs to support a customer evaluation and higher bid and proposal costs for contract R&D work in Photonics.
Cost reduction plan
During the first quarter of fiscal 2021, Intevac substantially completed implementation of the 2021 cost reduction plan (the “Cost Reduction Plan”), which was intended to reduce expenses and reduce its workforce by 1.4 percent. The total cost of implementing the Cost Reduction Plan was $43,000 of which $9,000 was reported under cost of net revenues and $34,000 was reported under operating expenses. Substantially all cash outlays in connection with the Cost Reduction Plan were completed in the first quarter of fiscal 2021. Implementation of the Cost Reduction Plan is expected to reduce salary, wages and other employee-related expenses by approximately $576,000 on an annual basis.
Interest income and other income (expense), net
 
   
Three months ended
  
Six months ended
 
   
July 3,

2021
   
June 27,

2020
   
Change over

prior period
  
July 3,

2021
   
June 27,

2020
   
Change over

prior period
 
   
(In thousands)
 
       
Interest income and other, income (expense), net
  $20   $62   $(42 $50   $204   $(154
 
28

Interest income and other income (expense), net in the three months ended July 3, 2021 included $10,000 of interest income on investments, various other income of $5,000 and $5,000 of foreign currency gains. Interest income and other income (expense), net in the six months ended July 3, 2021 included $27,000 of interest income on investments and various other income of $25,000, offset in part by $2,000 of foreign currency losses. Interest income and other income (expense), net in the three months ended June 27, 2020 included $77,000 of interest income on investments and various other income of $16,000, offset in part by $31,000 of foreign currency losses. Interest income and other income (expense), net in the six months ended June 27, 2020 included $202,000 of interest income on investments and various other income of $8,000, offset in part by $6,000 of foreign currency losses. The decrease in interest income in the three and six months ended July 3, 2021 resulted from lower interest rates.
Provision for (benefit from) income taxes
 
   
Three months ended
  
Six months ended
 
   
July 3,

2021
  
June 27,

2020
   
Change over

prior period
  
July 3,

2021
  
June 27,

2020
   
Change over

prior period
 
   
(In thousands)
 
Provision for (benefit from) income taxes
  $(165 $642   $(807 $(132 $909   $(1,041
Intevac recorded income tax benefits of $165,000 and $132,000 for the three and six months ended July 3, 2021, respectively, and income tax provisions of $642,000 and $909,000 for the three and six months ended June 27, 2020, respectively. The income tax provisions (benefits) for these three and six 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. For the three and six month periods ended July 3, 2021, Intevac recorded income tax benefits on losses of its international subsidiaries of $189,000 and $208,000, respectively, and recorded $24,000 and $72,000, respectively, for withholding taxes on royalties paid to the United States from Intevac’s Singapore subsidiary as discrete items. For the three and six month periods ended June 27, 2020, Intevac recorded income tax provisions on earnings of its international subsidiaries of $369,000 and $548,000, respectively, and recorded $272,000 and $373,000, respectively, for withholding taxes on royalties paid to the United States from Intevac’s Singapore subsidiary as discrete items. For all periods presented, Intevac utilized net operating loss carry-forwards to offset the impact of global intangible
low-taxed
income. Intevac’s tax rate differs from the applicable statutory rates due primarily to the 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.
The income tax expense (benefit) consists primarily of income taxes in foreign jurisdictions in which we conduct business and foreign withholding taxes. We maintain a full valuation allowance for domestic deferred tax assets, including net operating loss carryforwards and certain domestic tax credits. Intevac’s effective tax rate differs from the U.S. statutory rate in both 2021 and 2020 primarily due to the Company not recognizing an income tax benefit on the domestic loss.
Liquidity and Capital Resources
At July 3, 2021, Intevac had $54.1 million in cash, cash equivalents, restricted cash and investments compared to $50.4 million at January 2, 2021. During the first six months of fiscal 2021, cash, cash equivalents, restricted cash and investments increased by $3.8 million due primarily to cash generated by operating activities and cash received from the sale of Intevac common stock to Intevac’s employees through Intevac’s employee benefit plans, partially offset by purchases of fixed assets and tax payments on net share settlements.
Cash, cash equivalents, restricted cash and investments consist of the following:
 
   
July 3,

2021
   
January 2,

2021
 
   
(In thousands)
 
Cash and cash equivalents
  $32,856   $29,341 
Restricted cash
   787    787 
Short-term investments
   15,805    14,839 
Long-term investments
   4,679    5,388 
  
 
 
   
 
 
 
Total cash, cash equivalents, restricted cash and investments
  $54,127   $50,355 
  
 
 
   
 
 
 
 
29

Operating activities generated cash of $3.4 million during the first six months of fiscal 2021 and generated cash of $3.5 million during the first six months of fiscal 2020.
Accounts receivable totaled $14.4 million at July 3, 2021 compared to $28.6 million at January 2, 2021. Net inventories totaled $20.5 million at July 3, 2021 compared to $21.7 million at January 2, 2021. Net inventories at July 3, 2021 included one VERTEX SPECTRA system for DCP held at a customer’s factory previously under an evaluation agreement that expired. Net inventories at January 2, 2021 included one VERTEX SPECTRA system for DCP under evaluation in a customer’s factory and one MATRIX PVD system for advanced semiconductor packaging under evaluation in a customer’s factory. Accounts payable decreased to $3.9 million at July 3, 2021 from $4.3 million at January 2, 2021 due to reduced manufacturing activities. Accrued payroll and related liabilities decreased to $6.3 million at July 3, 2021 compared to $7.7 million at January 2, 2021 due primarily to the settlement of 2020 bonuses. Other accrued liabilities decreased to $2.4 million at July 3, 2021 compared to $3.6 million at January 2, 2021.
Investing activities used cash of $713,000 during the first six months of fiscal 2021. Purchases of investments net of proceeds from sales totaled $348,000. Capital expenditures for the six months ended July 3, 2021 were $365,000.
Financing activities generated cash of $904,000 in the first six months of fiscal 2021. The sale of Intevac common stock to Intevac’s employees through Intevac’s employee benefit plans generated cash of $1.4 million. Tax payments related to the net share settlement of restricted stock units were $532,000.
Intevac’s investment portfolio consists principally of investment grade money market mutual funds, U.S. Treasury and agency securities, certificates of deposit, commercial paper 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 July 3, 2021, approximately $24.9 million of cash and cash equivalents and $1.9 million of investments were domiciled in foreign tax jurisdictions. Intevac expects a significant portion of these funds to remain offshore 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 subject to foreign withholding taxes.
We believe that our existing cash, cash equivalents and investments and cash flows from operating activities will be adequate to meet our liquidity needs for the next twelve months and for the foreseeable future beyond the next twelve months. Our significant funding requirements include procurement of manufacturing inventories, operating expenses,
non-cancelable
operating lease obligations, capital expenditures and variable compensation. We have flexibility over some of these uses of cash, including capital expenditures and discretionary operating expenses, to preserve our liquidity position. Capital expenditures for fiscal 2021 are projected to be approximately $6.0 million related to network infrastructure and security, and laboratory and test equipment to support our R&D programs.
Off-Balance
Sheet Arrangements
Off-balance
sheet firm commitments relating to outstanding letters of credit amounted to approximately $787,000 as of July 3, 2021. These letters of credit and bank guarantees are collateralized by $787,000 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
for the year ended January 2, 2021, filed with the SEC on February 17, 2021. 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.
 
30

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 operations.
There have been no material changes to our critical accounting policies during the six months ended July 3, 2021.
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Not applicable to smaller reporting companies.
 
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 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 Quarterly Report on Form
10-Q
for the quarter ended July 3, 2021, as required under Rule
13a-15(e)
of the Exchange Act, an evaluation was carried out under the supervision and with the participation of management, including the Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), 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 CEO and CFO concluded that our disclosure controls and procedures were effective as of July 3, 2021.
Attached as exhibits to this Quarterly Report on Form
10-Q
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.
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 on Form
10-Q,
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 errors 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.
 
31

Changes in Internal Control over Financial Reporting
There were no changes in our internal control 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.
Risks Related to Our Business
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. We cannot predict with any certainty when these cycles will begin or end. Our sales of systems for magnetic disk production increased in 2016 as a customer began upgrading the technology level of its manufacturing capacity. Sales of systems and upgrades for magnetic disk production in 2017 and 2018 were higher than in 2016 as this customer’s technology upgrade continued. Sales of systems and upgrades for magnetic disk production in 2019 were slightly down from the levels in 2018 as this customer took delivery of four systems. Sales of systems and upgrades for magnetic disk production in 2020 were down from the levels in 2019 as this customer took delivery of only two systems. Intevac expects sales of systems and upgrades for magnetic disk production in 2021 will be at levels lower than the levels in 2020.
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.
In recent years the photovoltaic (solar) market has undergone a downturn, which is likely to impact our sales of PV equipment. The solar industry from time to time experiences periods of structural imbalance between supply and demand, and such periods put intense pressure on our customers’ pricing. The solar industry is currently in such a period. Competition in solar markets globally and across the solar value chain is intense, and could remain that way for an extended period of time. During any such period, solar module manufacturers may reduce their sales prices in response to competition, even below their manufacturing costs, in order to generate sales and may do so for a sustained period of time. As a result, our customers may be unable to sell their solar modules or systems at attractive prices or for a profit during a period of excess supply of solar modules, which would adversely affect their results of operations and their ability to make capital investments such as purchasing our products.
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.
 
32

The impact of the
COVID-19
outbreak, or similar global health concerns, could negatively impact our operations, supply chain and customer base.
The
COVID-19
outbreak has severely restricted the level of economic activity around the world, which may impact demand for our products. Our operations and supply chains for certain of our products or services could be negatively impacted by the regional or global outbreak of illnesses, including
COVID-19.
The impact of
COVID-19,
including changes in consumer behavior, pandemic fears, and market downturns as well as restrictions on business and individual activities has created significant volatility in the global economy and led to reduced economic activity. There have been extraordinary actions taken by federal, state, and local public health and governmental authorities to contain the spread of
COVID-19
and although many restrictions that were in place have eased in many localities, some areas that had previously eased restrictions have reverted to more stringent limitations. There remains significant uncertainty concerning the magnitude of the impact and the duration of the
COVID-19
pandemic. The extent that our operations will continue to be impacted by the
COVID-19
pandemic will depend on future developments, including any new potential waves of the virus, new strains of the virus, and the success of vaccination programs, all of which are highly uncertain and cannot be accurately predicted.
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 typically 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. In some cases, orders are also subject to customer acceptance or other criteria even in the case of a binding agreement.
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.
Our 200 Lean HDD 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 increasingly common and could become a significant source of competition to particular applications of the products of our 200 Lean HDD 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 PV equipment market, Intevac faces competition from large established competitors including Centrotherm Photovoltaics, Jusung, Kingstone, Von Ardenne and Belight Technology. In the market for our military imaging products we experience competition from companies such as Elbit Systems, L3Harris Technologies and Photonis. Some of our competitors have substantially greater financial, technical, marketing, manufacturing and other resources than we do, especially in the DCP and PV equipment markets. 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.
 
33

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.
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 or issues with 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 or delay 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.
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.
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.
 
34

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.
Risks Related to Our Intellectual Property
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 HDD and other PVD systems, our coating systems for DCP, 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 display cover glass markets. Our expansion into the PV and cover glass markets 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.
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.
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.
 
35

Risks Related to Government Regulation
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. 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.
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.
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 and incur substantial expenses to comply with them.
 
36

General Risk Factors
Our business could be negatively impacted by cyber and other security threats or disruptions.
As a defense contractor, we face various cyber and other security threats, including espionage and attempts to gain unauthorized access to sensitive information and networks. Although we utilize various procedures and controls to monitor and mitigate the risk of these threats, there can be no assurance that these procedures and controls will be sufficient. These threats could lead to losses of sensitive information or capabilities; financial liabilities and damage to our reputation. If we are unable to maintain compliance with security standards applicable to defense contractors, we could lose business or suffer reputational harm.
Cyber threats to businesses in general are evolving and include, but are not limited to, malicious software, destructive malware, attempts to gain unauthorized access to data, disruption or denial of service attacks, and other electronic security breaches that could lead to disruptions in our systems, unauthorized release of confidential, personal or otherwise protected information (ours or that of our employees, customers or partners), and corruption of data, networks or systems. In addition, we could be impacted by cyber threats or other disruptions or vulnerabilities found in products we use or in our partners’ or customers’ systems that are used in connection with our business. These events, if not prevented or effectively mitigated, could damage our reputation, require remedial actions and lead to loss of business, regulatory actions, potential liability and other financial losses.
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.
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. 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 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 and customer disputes. 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.
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 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.
 
37

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: (1) 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; (2) 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 (3) 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 control 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, 2021, our internal control over financial reporting was 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.
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
On November 21, 2013, Intevac announced that its Board of Directors approved a stock repurchase program authorizing up to $30.0 million in repurchases. On August 15, 2018, Intevac’s Board of Directors approved a $10.0 million increase to the original stock repurchase program for an aggregate authorized amount of $40.0 million. At July 3, 2021, $10.4 million remains available for future stock repurchases under the repurchase program. Intevac did not make any common stock repurchases during the three months ended July 3, 2021.
 
Item 3.
Defaults upon Senior Securities
None.
 
Item 4.
Mine Safety Disclosures
Not applicable.
 
Item 5.
Other Information
None.
 
38

Item 6.
Exhibits
The following exhibits are filed herewith:
 
Exhibit
Number
  
Description
  10.1  The Registrant’s 2003 Employee Stock Purchase Plan, as amended February 17, 2021*
  10.2  2021 Form of Performance Based Restricted Stock Unit Agreement for 2020 Equity Incentive Plan
  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  The following financial statements from the Registrant’s Quarterly Report on Form
10-Q
for the quarter ended July 3, 2021, formatted in Inline XBRL (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.
104  Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
 
*
Previously filed as an exhibit to the Registrant’s Definitive Proxy Statement filed April 14, 2021.
**
The certification attached as Exhibit 32.1 is deemed “furnished” and not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of Intevac, Inc. under the Securities Exchange Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, irrespective of any general incorporation by reference language contained in any such filing, except to the extent that the registrant specifically incorporates it by reference.
 
39

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: August 3, 2021
  
By:
 
/s/ WENDELL BLONIGAN
   
Wendell Blonigan
   
President and Chief Executive Officer
   
(Principal Executive Officer)
Date: August 3, 2021
  
By:
 
/s/ JAMES MONIZ
   
James Moniz
   
Executive Vice President, Finance and Administration,
   
Chief Financial Officer, Secretary and Treasurer
   
(Principal Financial and Accounting Officer)
 
40