INTEVAC INC [IVAC] Filings

Large accelerated filer

Accelerated filer

Non-accelerated
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Smaller reporting company

Emerging growth company

10-Q 1 d884070d10q.htm 10-Q 10-Q

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 September 28, 2024

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

For the transition period from

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:

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 November 12, 2024, 26,973,414 shares of the Registrant’s Common Stock, $0.001 par value, were outstanding.

INTEVAC, INC.

INDEX


No.		Page
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets		3

	Condensed Consolidated Statements of Operations		4

	Condensed Consolidated Statements of Comprehensive Loss		5

	Condensed Consolidated Statements of Cash Flows		6

	Notes to Condensed Consolidated Financial Statements		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		31

Item 4.	Controls and Procedures		31

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		32

Item 1A.	Risk Factors		32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		38

Item 3.	Defaults Upon Senior Securities		38

Item 4.	Mine Safety Disclosures		38

Item 5.	Other Information		39

Item 6.	Exhibits		40

SIGNATURES			41

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

INTEVAC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 28, 2024			December 30, 2023
	(Unaudited)
	(In thousands, except par value)
ASSETS
Current assets:
Cash and cash equivalents	$	36,057		$	51,441
Short-term investments		27,091			17,405
Trade and other accounts receivable, net of allowances of $0 at both September 28, 2024 and December 30, 2023		14,461			18,613
Inventories		31,666			43,795
Prepaid expenses and other current assets		1,946			2,123

Total current assets		111,221			133,377
Long-term investments		8,276			2,687
Restricted cash		700			700
Property, plant and equipment, net		7,584			7,664
Operating lease right-of-use-assets		6,492			7,658
Intangible assets, net of amortization of $281 at September 28, 2024 and $178 at December 30, 2023		851			954
Deferred income taxes and other long-term assets		1,856			3,466

Total assets	$	136,980		$	156,506

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current operating lease liabilities	$	1,257		$	1,008
Accounts payable		3,040			5,800
Accrued payroll and related liabilities		4,921			3,475
Other accrued liabilities		1,830			1,820
Customer advances		6,291			20,407

Total current liabilities		17,339			32,510
Noncurrent liabilities:
Noncurrent operating lease liabilities		5,814			6,976
Customer advances		1,482			1,482
Other long-term liabilities		—			21

Total noncurrent liabilities		7,296			8,479
Stockholders’ equity:
Common stock, $0.001 par value		27			26
Additional paid-in capital		213,748			210,320
Treasury stock, 5,087 shares at both September 28, 2024 and December 30, 2023		(29,551	)		(29,551	)
Accumulated other comprehensive income		538			97
Accumulated deficit		(72,417	)		(65,375	)

Total stockholders’ equity		112,345			115,517

Total liabilities and stockholders’ equity	$	136,980		$	156,506

Note: Amounts as of December 30, 2023 are derived from the December 30, 2023 audited consolidated financial statements.

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INTEVAC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended						Nine Months Ended
	September 28, 2024			September 30, 2023			September 28, 2024			September 30, 2023
	(Unaudited)
	(In thousands, except per share amounts)
Net revenues	$	28,505		$	17,915		$	52,662		$	39,758
Cost of net revenues		21,447			10,916			35,852			25,471

Gross profit		7,058			6,999			16,810			14,287
Operating expenses:
Research and development		3,967			3,720			11,846			11,340
Selling, general and administrative		4,843			4,707			14,433			14,281

Total operating expenses		8,810			8,427			26,279			25,621

Loss from operations		(1,752	)		(1,428	)		(9,469	)		(11,334	)
Interest income and other income (expense), net		541			600			3,521			1,922

Loss before provision for income taxes		(1,211	)		(828	)		(5,948	)		(9,412	)
Provision for income taxes		962			796			2,189			1,298

Net loss from continuing operations, net of taxes		(2,173	)		(1,624	)		(8,137	)		(10,710	)
Net income from discontinued operations, net of taxes		—			48			1,095			365

Net loss	$	(2,173	)	$	(1,576	)	$	(7,042	)	$	(10,345	)

Net income (loss) per share:
Basic and diluted – continuing operations	$	(0.08	)	$	(0.06	)	$	(0.30	)	$	(0.41	)
Basic and diluted – discontinued operations	$	0.00		$	0.00		$	0.04		$	0.01
Basic and diluted – net loss	$	(0.08	)	$	(0.06	)	$	(0.26	)	$	(0.40	)
Weighted-average common shares outstanding:
Basic and diluted		26,895			26,287			26,695			26,033

See accompanying notes to the condensed consolidated financial statements.

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INTEVAC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS


	Three Months Ended						Nine Months Ended
	September 28, 2024			September 30, 2023			September 28, 2024			September 30, 2023
	(Unaudited)
	(In thousands)
Net loss	$	(2,173	)	$	(1,576	)	$	(7,042	)	$	(10,345	)

Other comprehensive income (loss), before tax
Change in unrealized net gain (loss) on available-for-sale investments		157			101			213			323
Foreign currency translation gains (losses)		339			(15	)		228			(234	)

Other comprehensive income (loss), before tax		496			86			441			89
Income tax (expense) benefit related to items in other comprehensive loss		—			—			—			—

Other comprehensive income (loss), net of tax		496			86			441			89

Comprehensive loss	$	(1,677	)	$	(1,490	)	$	(6,601	)	$	(10,256	)

See accompanying notes to the condensed consolidated financial statements.

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INTEVAC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Nine Months Ended
	September 28, 2024			September 30, 2023
	(Unaudited)
	(In thousands)
Operating activities
Net loss	$	(7,042	)	$	(10,345	)
Adjustments to reconcile net loss to net cash and cash equivalents provided by (used in) operating activities:
Depreciation and amortization		1,485			1,038
Net amortization (accretion) of investment premiums and discounts		(528	)		(145	)
Amortization of intangible assets		102			102
Equity-based compensation		2,940			3,393
Straight-line rent adjustment and amortization of lease incentives		253			(863	)
(Gain) loss on disposal of fixed assets		519			(41	)
Deferred income taxes		1,569			629
Changes in operating assets and liabilities		1,059			(34,693	)

Total adjustments		7,399			(30,580	)

Net cash and cash equivalents provided by (used in) operating activities		357			(40,925	)
Investing activities
Purchases of investments		(51,643	)		(10,453	)
Proceeds from sales and maturities of investments		37,109			31,887
Proceeds from sales of fixed assets		7			65
Purchases of leasehold improvements and equipment		(1,932	)		(4,940	)

Net cash and cash equivalents provided by (used in) investing activities		(16,459	)		16,559
Financing activities
Net proceeds from issuance of common stock		964			1,365
Payment of acquisition-related contingent consideration		—			(250	)
Taxes paid related to net share settlement		(475	)		(1,683	)

Net cash and cash equivalents provided by (used in) financing activities		489			(568	)
Effect of exchange rate changes on cash		229			(234	)

Net decrease in cash, cash equivalents and restricted cash		(15,384	)		(25,168	)
Cash, cash equivalents and restricted cash at beginning of period		52,141			69,690

Cash, cash equivalents and restricted cash at end of period	$	36,757		$	44,522

Non-cash investing and financing activity
Additions to right-of-use-assets obtained from new operating lease liabilities	$	—		$	81

See accompanying notes to the condensed consolidated financial statements.

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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	Description of Business, Basis of Presentation and Significant Accounting Policy

Description of Business

Intevac, Inc. (together with its subsidiaries, “Intevac”, the “Company” or “we”) is a leader in the design and development of high-productivity, thin-film processing systems. Intevac’s production-proven platforms are designed for high-volume manufacturing of substrates with precise thin-film properties, such as for the hard disk drive (“HDD”) and advanced coatings (“ADVC”) (formerly known as display cover panel (“DCP”)) markets.

Principles of Consolidation and Basis of Presentation

The condensed consolidated financial statements include the accounts of Intevac, Inc. and its subsidiaries after elimination of inter-company balances and transactions.

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 December 30, 2023 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 estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.

Reportable Segment

During fiscal 2021, we sold the business of one of our reporting segments, Photonics. Therefore, we have one reportable segment remaining. See Note 2 for additional disclosure related to discontinued operations.

The remaining segment, Thin Film Equipment (“TFE”), designs, develops and markets vacuum process equipment solutions for high-volume manufacturing of small substrates with precise thin-film properties, such as for the HDD and ADVC markets, as well as other adjacent thin-film markets. The TFE segment also previously designed, developed and marketed manufacturing equipment for the photovoltaic (“PV”) solar cell and advanced semiconductor packaging (“ASP”) industries.

In March 2022, the Company’s management realigned its operational focus and eliminated several research and development (“R&D”) programs and product offerings. As part of this realignment effort, the Company ceased its efforts to develop and market several of its manufacturing platforms for the ADVC, PV and ASP industries.

Government Grants and Credits

Government assistance is recognized when there is reasonable assurance that the Company will comply with the conditions attached to the grant arrangement and the grant will be received. Reimbursements of eligible expenditures pursuant to government assistance programs are recorded when the related costs have been incurred and there is reasonable assurance regarding collection of the claim. Grant claims not settled by the balance sheet date are recorded as receivables, provided their receipt is reasonably assured. The determination of the amount of the claim, and accordingly the receivable amount, requires management to make calculations based on its interpretation of eligible expenditures in accordance with the terms of the programs. The reimbursement claims submitted by the Company are subject to review by the relevant government agencies.

During the nine months ended September 28, 2024, we amended certain fiscal year 2021 payroll tax filings and applied for a refund equal to $2.4 million of Employee Retention Credit (“ERC”) benefits from the U.S. government. The refund is recorded within trade and other accounts receivable in our condensed consolidated balance sheet as of September 28, 2024, and as $1.5 million in other income (expense), net and $933,000 in discontinued operations in our condensed consolidated statements of operations for the nine months ended September 28, 2024. (See Note 12. Income Taxes.)

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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

2.	Divestiture and Discontinued Operations

Sale of Photonics

On December 30, 2021, the Company entered into an asset purchase agreement (the “Purchase Agreement”) with EOTECH, LLC (“EOTECH”) governing the sale of the Company’s Photonics business to EOTECH in exchange for (i) $70.0 million in cash consideration, (ii) up to $30.0 million in earnout payments and (iii) the assumption by EOTECH of certain liabilities of the Photonics business as specified in the Purchase Agreement. The transaction closed on December 30, 2021. Under the Purchase Agreement, EOTECH has also agreed to pay to the Company, if earned, earnout payments of up to an aggregate of $30.0 million based on achievement of fiscal year 2023, 2024 and 2025 Photonics segment revenue targets for the Integrated Visual Augmentation System (“IVAS”) program as specified in the Purchase Agreement. As of September 28, 2024, there have been no earnout payments under the Purchase Agreement. At any time prior to December 31, 2024, EOTECH may elect to pay to the Company $14.0 million, which would terminate EOTECH’s obligations with respect to any remaining earnout payments. The cash proceeds do not include any estimated future payments from the revenue earnout as the Company has elected to record the proceeds when the consideration is deemed realizable. The Company believes the disposition of the Photonics business will allow it to benefit from a streamlined business model, simplified operating structure, and enhanced management focus.

In connection with the Photonics sale, the Company and EOTECH also entered into a Transition Service Agreement (the “TSA”) and a Lease Assignment Agreement. The TSA, which expired on June 30, 2022, outlined the information technology, people, and facility support the parties provided to each other for a period after the closing of the sale. The Lease Assignment Agreement assigns the lease obligation for two buildings in the Company’s California campus to EOTECH. As part of the assignment, the Company agreed to subsidize a portion of EOTECH’s lease payments through the remainder of the lease term which expired in March 2024. In August 2022, Intevac and EOTECH entered into a Shared Services Agreement (the “Shared Services Agreement”) to share certain building maintenance costs.

Fees earned under the Shared Services Agreement for the three and nine months ended September 28, 2024 were $38,000 and $111,000, respectively. Fees earned under the Shared Services Agreement for the three and nine months ended September 30, 2023 were $39,000 and $104,000, respectively. As of September 28, 2024 and December 30, 2023, accounts receivable from EOTECH of $51,000 and $62,000, respectively, were included in trade and other accounts receivable in the Company’s condensed consolidated balance sheets.

Based on its magnitude and because the Company exited certain markets, the sale of the Photonics segment represents a significant strategic shift that has a material effect on the Company’s operations and financial results, and the Company has separately reported the results of its Photonics segment as discontinued operations in the condensed consolidated statements of operations for the three and nine months ended September 28, 2024 and September 30, 2023.

The operating results of the discontinued operations only reflect revenues and expenses that are directly attributable to the Photonics segment that have been eliminated from continuing operations. Previously reported expenses for the Photonics segment have been recast to exclude certain allocated expenses that are not directly attributable to the Photonics segment. The key components from discontinued operations related to the Photonics segment are as follows:


	Three Months Ended					Nine Months Ended
	September 28, 2024		September 30, 2023			September 28, 2024			September 30, 2023
	(In thousands)
Selling, general and administrative	$	—	$	(48	)	$	(162	)	$	(365	)

Total operating expenses		—		(48	)		(162	)		(365	)

Operating income (loss) – discontinued operations		—		48			162			365
Other income (expense) – discontinued operations		—		—			933			—

Loss from discontinued operations before provision for income taxes		—		48			1,095			365
Provision for income taxes		—		—			—			—

Net income from discontinued operations, net of taxes	$	—	$	48		$	1,095		$	365

The cash flows related to discontinued operations have not been segregated and are included in the condensed consolidated statements of cash flows. The following table presents cash flow and

non-cash

information related to discontinued operations for the three and nine months ended September 28, 2024 and September 30, 2023:

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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
	(In thousands)
Equity-based compensation	$	—	$	—	$	—	$	(260	)

Revenue

The following tables represent a disaggregation of revenue from contracts with customers for the three and nine months ended September 28, 2024 and September 30, 2023.

Major Products and Service Lines


	Three Months Ended		Three Months Ended
	September 28, 2024		September 30, 2023
	(In thousands)
	HDD		HDD		ASP		Total
Systems, upgrades and spare parts	$	11,833	$	16,033	$	6	$	16,039
Field service		1,318		1,335		97		1,432
Cancellation fee		15,354		444		—		444

Total net revenues	$	28,505	$	17,812	$	103	$	17,915


	Nine Months Ended		Nine Months Ended
	September 28, 2024		September 30, 2023
			(In thousands)
	HDD		HDD		PV		ASP		Total

Systems, upgrades and spare parts	$	33,004	$	35,901	$	28	$	17	$	35,946
Field service		4,304		3,271		—		97		3,368
Cancellation fee		15,354		444		—		—		444

Total net revenues	$	52,662	$	39,616	$	28	$	114	$	39,758

Primary Geographical Markets


	Three Months Ended				Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
	(In thousands)
United States	$	1,716	$	784	$	2,376	$	3,060
Asia		26,789		17,034		50,286		36,590
Europe		—		97		—		108

Total net revenues	$	28,505	$	17,915	$	52,662	$	39,758

Timing of Revenue Recognition


	Three Months Ended				Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
	(In thousands)
Products transferred at a point in time	$	28,077	$	17,915	$	52,234	$	39,758
Products and services transferred over time		428		—		428		—

Total net revenues	$	28,505	$	17,915	$	52,662	$	39,758

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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

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 nine months ended September 30, 2023.


	September 28 2024		December 30, 2023		Nine Months Change
	(In thousands)
Contract assets:
Accounts receivable, unbilled	$	3,194	$	393	$	2,801

Contract liabilities:
Deferred revenue	$	416	$	376	$	40
Customer advances		7,773		21,889		(14,116	)

	$	8,189	$	22,265	$	(14,076	)

Accounts receivable, unbilled represents a contract asset for revenue that has been recognized in advance of billing the customer. For our system and certain upgrade sales, our customers generally pay in three 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 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 nine months ended September 28, 2024, contract assets increased by $2.8 million primarily due to the sale of upgrades and spare parts sold to a customer as of September 28, 2024.

Customer advances 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 customer advances are liquidated when revenue is recognized. Deferred revenue 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 nine months ended September 28, 2024, we recognized revenue of $17.1 million and $163,000 that was included in customer advances and deferred revenue, respectively, at the beginning of the period.

In May 2023, the Company received notice of the cancellation of a $54.6 million order for eight 200 Lean HDD systems due to the customer postponing previously planned media capacity additions, and, accordingly, the Company removed the order from backlog. The customer contract associated with the cancelled order requires the customer to pay the Company a prorated price based upon the percentage of work completed on the order. The Company has received customer advances in the amount of $19.1 million associated with the cancelled order, all of which will be utilized to settle this customer obligation. During the three and nine months ended September 28, 2024, the Company applied $15.4 million of billings against these advances in connection with the customer accepting ownership of certain inventory

on-hand

and reimbursing us for supplier cancellation and inventory management costs incurred. In addition, the Company has agreed to provide custodial services for this customer-owned inventory at a third-party warehouse until December 31, 2025. During the three and nine months ended September 30, 2023, the Company applied $444,000 of billings against these advances in connection with inventory scrapped at the customer’s direction. In December 2023, the Company received notice of the cancellation of a $11.4 million order for two 200 Lean HDD systems due to the customer postponing previously planned media capacity additions, and, accordingly, the Company removed the order from backlog. The Company has not received any customer advances associated with the cancelled order.

On September 28, 2024, we had $44.4 million of remaining performance obligations, which we also refer to as total backlog. We expect to recognize approximately 21.4% of our remaining performance obligations as revenue in 2024 and 78.6% in 2025.

4.	Inventories

Inventories are stated at the lower of average cost or net realizable value and consist of the following:


	September 28, 2024		December 30, 2023
	(In thousands)
Raw materials	$	18,302	$	37,346
Work-in-progress		11,737		6,449
Finished goods		1,627		—

	$	31,666	$	43,795

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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

Finished goods inventory at September 28, 2024 is primarily comprised of a Trio system undergoing evaluation at a customer location.

5.	Equity-Based Compensation

At September 28, 2024, Intevac had equity-based awards outstanding under the 2020 Equity Incentive Plan, the 2012 Equity Incentive Plan, the 2022 Inducement Equity Incentive Plan (the “Inducement Plan”) (together, the “Plans”) and the 2003 Employee Stock Purchase Plan (the “ESPP”). Intevac’s stockholders approved the 2020 Equity Incentive Plan, the 2012 Equity Incentive Plan and the ESPP. 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.

On January 19, 2022, Intevac’s Board of Directors (the “Board”) adopted the Inducement Plan and, subject to the adjustment provisions of the Inducement Plan, reserved 1,200,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Plan. On July 1, 2024, the Board amended the Inducement Plan to increase the shares of common stock reserved for issuance thereunder by 600,000 shares. The Inducement Plan provides for the grant of equity-based awards, including nonstatutory stock options, restricted stock units, restricted stock, stock appreciation rights, performance shares and performance units, and its terms are substantially similar to the Company’s 2020 Equity Incentive Plan. The Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. In accordance with that rule, awards under the Inducement Plan may only be made to individuals not previously employees or

non-employee

directors of the Company (or following such individuals’ bona fide period of

non-employment

with the Company), as an inducement material to the individuals’ entry into employment with the Company.

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 nine months ended September 28, 2024 and September 30, 2023 was as follows:


	Three Months Ended					Nine Months Ended
	September 28, 2024		September 30, 2023			September 28, 2024		September 30, 2023
	(In thousands)
Equity-based compensation by type of award:
Stock options	$	18	$	(3	)	$	26	$	(14	)
RSUs		589		221			1,710		1,576
PRSUs		329		35			840		1,367
ESPP purchase rights		98		63			364		464

Total equity-based compensation	$	1,034	$	316		$	2,940	$	3,393

Included in the table above is:

(a)

Equity-based compensation reported in discontinued operations of ($260,000) for the nine months ended September 30, 2023. (See Note

2. Divestiture and Discontinued Operations.)

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 the 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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

Intevac estimated the weighted-average fair value of stock options using the following weighted-average assumptions:


	Three Months Ended			Nine Months Ended
	September 28, 2024			September 28, 2024
Weighted-average fair value of grants per share	$	1.21		$	1.53
Expected volatility		43.56	%		48.02	%
Risk-free interest rate		3.72	%		4.41	%
Expected term (in years)		3.14			3.37
Dividend yield		None			None

Option activity as of September 28, 2024 and changes during the nine months ended September 28, 2024 were as follows:


	Shares			Weighted-Average Exercise Price
Options outstanding at December 30, 2023		142,000		$	6.57
Options granted		51,500		$	3.91
Options cancelled and forfeited		(31,000	)	$	11.43

Options outstanding at September 28, 2024		162,500		$	4.80

Options exercisable at September 28, 2024		111,000		$	5.22

Intevac issued 319,360 shares of common stock under the ESPP during the nine months ended September 28, 2024.

Intevac estimated the weighted-average fair value of ESPP purchase rights using the following weighted-average assumptions:


	Three Months Ended						Nine Months Ended
	September 28, 2024			September 30, 2023			September 28, 2024			September 30, 2023
ESPP Purchase Rights:
Weighted-average fair value of grants per share	$	1.11		$	0.63		$	1.32		$	0.91
Expected volatility		42.09	%		41.61	%		46.05	%		40.33	%
Risk-free interest rate		4.62	%		5.29	%		4.55	%		5.15	%
Expected term of purchase rights (in years)		0.75			1.09			0.93			1.08
Dividend yield		None			None			None			None

The computation of the expected volatility assumptions used in the Black-Scholes calculations for 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 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 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 September 28, 2024 and changes during the nine months ended September 28, 2024 were as follows:


	Shares			Weighted-Average Grant Date Fair Value
Non-vested RSUs at December 30, 2023		915,087		$	4.89
Granted		495,176		$	3.88
Vested		(374,730	)	$	5.00
Cancelled and forfeited		(10,320	)	$	5.55

Non-vested RSUs at September 28, 2024		1,025,213		$	4.36

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

Time-based RSUs are converted into shares of Intevac common stock upon vesting on a

one-for-one

basis. Time-based RSUs typically are scheduled to vest over three or four years. Time-based RSUs granted in May 2022 or later generally vest over a three-year period, with 33% vesting at the end of one year and the remaining vesting quarterly thereafter. 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.

PRSUs

PRSU activity as of September 28, 2024 and changes during the nine months ended September 28, 2024 were as follows:


	Shares		Weighted-Average Grant Date Fair Value
Non-vested PRSUs at December 30, 2023		1,160,293	$	4.04
Granted		822,000	$	3.84

Non-vested PRSUs at September 28, 2024		1,982,293	$	3.96

In June 2024 (and August 2024, in connection with the appointment of our Chief Financial Officer), we granted to members of our senior management awards of performance-based restricted stock units (the “2024 PRSU Awards”) covering an aggregate of 339,000 shares and 72,000 shares, respectively, of Intevac common stock at target performance, and 678,000 shares and 144,000 shares, respectively, of Intevac common stock at maximum performance. The 2024 PRSU Awards are eligible to be earned based on achievement of (i) a cumulative number of TRIO units shipped and the satisfaction of an operating profit requirement, both measured during a three-year performance period commencing on June 20, 2024 and ending on December 26, 2026 (the last day of our 2026 fiscal year) (the “TRIO Unit Award”), or (ii) an operating profit percentage, measured during a

one-year

performance period commencing on December 28, 2025 and ending on December 26, 2026, and satisfaction of a TRIO units shipped requirement as of December 26, 2026 (the “OPP Award”), with 50% of the target number of the 2024 PRSU Awards allocated to each of the TRIO Unit Award and the OPP Award. The number of shares that can be earned under the TRIO Unit Award will be 0%, 50%, 100% or 200% of the target number of shares, and the number of shares that can be earned under the OPP Award will range from 0% to 200% of the target number of shares. If a performance goal is not achieved within the applicable performance period, the corresponding PRSUs will not vest, and all unvested PRSUs at the end of the applicable performance period will immediately be forfeited. Stock compensation expense is recorded based on the probability of achievement of the performance conditions specified in the agreement governing the applicable 2024 PRSU Awards.

In May 2023, we granted to members of our senior management awards of performance-based restricted stock units (the “2023 PRSU Awards”) covering an aggregate of 525,656 shares of Intevac common stock (at maximum performance). The 2023 PRSU Awards are eligible to be earned based on achievement of five strategic goals during a three-year performance period commencing on May 18, 2023 and ending on May 31, 2026 (the “2023 Performance Period”). The 2023 PRSU Awards will vest, if at all, in five possible tranches. Each of the five tranches will vest only if the applicable strategic goal is achieved within the 2023 Performance Period, and each tranche may only be achieved once during the 2023 Performance Period. If a strategic goal is not achieved within the 2023 Performance Period, the corresponding PRSUs will not vest, and all unvested PRSUs at the end of the 2023 Performance Period will immediately be forfeited. Stock compensation expense is recorded based on the probability of achievement of the performance conditions specified in the PRSU grant.

The Company evaluated the performance and strategic goals under the 2024 PRSU Awards and 2023 PRSU Awards in the context of the Company’s long-range financial plan and product development roadmap and determined the probability of achieving each goal for accounting purposes commencing in the quarter awards were granted. Management expectations related to the achievement of performance goals associated with PRSUs with performance conditions are assessed regularly to determine whether such grants are expected to vest. The fair value of each PRSU is the Company’s stock price on the date of grant. Over the applicable performance period, the number of shares expected to be issued may be adjusted upward or downward based upon the probability of achievement of the performance conditions.

Warranty

Intevac provides for the estimated cost of warranty when revenue is recognized. Intevac’s warranty is subject to contract terms and, for its 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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

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, if any, is included in other long-term liabilities. The expense associated with product warranties issued or adjusted is included in cost of net revenues on the condensed consolidated statements of operations.

The following table displays the activity in the warranty provision account for the three and nine months ended September 28, 2024 and September 30, 2023.


	Three Months Ended						Nine Months Ended
	September 28, 2024			September 30, 2023			September 28, 2024			September 30, 2023
	(In thousands)
Opening balance	$	186		$	181		$	205		$	163
Expenditures incurred under warranties		(3	)		(36	)		(36	)		(201	)
Accruals for product warranties issued during the reporting period		56			67			157			239
Adjustments to previously existing warranty accruals		(59	)		(10	)		(146	)		1

Closing balance	$	180		$	202		$	180		$	202

The following table displays the balance sheet classification of the warranty provision account at September 28, 2024 and at December 30, 2023.


	September 28		December 30
	2024		2023
	(In thousands)
Other accrued liabilities	$	180	$	184
Other long-term liabilities		—		21

Total warranty provision	$	180	$	205

7.	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 September 28, 2024, we had letters of credit and bank guarantees outstanding totaling $700,000 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 $700,000 of restricted cash.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

8.	Cash, Cash Equivalents and Investments

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


	September 28, 2024
	Amortized Cost		Unrealized Holding Gains		Unrealized Holding Losses		Fair Value
	(In thousands)
Cash and cash equivalents:
Cash	$	14,647	$	—	$	—	$	14,647
Money market funds		8,766		—		—		8,766
Certificates of deposit		250		—		—		250
Commercial paper		11,796		—		2		11,794
U.S. treasury securities		600		—		—		600

Total cash and cash equivalents	$	36,059	$	—	$	2	$	36,057
Short-term investments:
Certificates of deposit	$	3,270	$	13	$	—	$	3,283
Commercial paper		10,591		22		—		10,613
Corporate bonds and medium-term notes		3,356		8		—		3,364
U.S. treasury and agency securities		9,812		19		—		9,831

Total short-term investments	$	27,029	$	62	$	—	$	27,091
Long-term investments:
Asset backed securities	$	894	$	—	$	—	$	894
Corporate bonds and medium-term notes		3,364		25		—		3,389
U.S. treasury and agency securities		3,927		66		—		3,993

Total long-term investments	$	8,185	$	91	$	—	$	8,276

Total cash, cash equivalents, and investments	$	71,273	$	153	$	2	$	71,424

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)


	December 30, 2023
	Amortized Cost		Unrealized Holding Gains		Unrealized Holding Losses		Fair Value
	(In thousands)
Cash and cash equivalents:
Cash	$	19,050	$	—	$	—	$	19,050
Money market funds		15,090		—		—		15,090
Commercial paper		14,659		—		4		14,655
U.S. treasury securities		2,646		—		—		2,646

Total cash and cash equivalents	$	51,445	$	—	$	4	$	51,441
Short-term investments:
Asset backed securities	$	12	$	—	$	—	$	12
Certificates of deposit		1,850		—		—		1,850
Commercial paper		3,506		—		1		3,505
Corporate bonds and medium-term notes		5,373		—		36		5,337
Municipal bonds		221		—		2		219
U.S. treasury and agency securities		6,498		1		17		6,482

Total short-term investments	$	17,460	$	1	$	56	$	17,405
Long-term investments:
Asset backed securities	$	460	$	—	$	4	$	456
Corporate bonds and medium-term notes		2,230		1		—		2,231

Total long-term investments	$	2,690	$	1	$	4	$	2,687

Total cash, cash equivalents, and investments	$	71,595	$	2	$	64	$	71,533

The contractual maturities of investment securities at September 28, 2024 are presented in the following table.


	Amortized Cost		Fair Value
	(In thousands)
Due in one year or less	$	48,441	$	48,501
Due after one through five years		8,185		8,276

	$	56,626	$	56,777

We periodically review investments for impairment. For investments in unrealized loss positions, we assess whether any portion of the decline in fair value below the amortized cost basis is due to credit-related factors if the Company neither intends to sell nor anticipates that it is more likely than not that we will be required to sell prior to recovery of the amortized cost basis. We consider factors such as the extent to which the market value has been less than the amortized cost basis, any noted failure of the issuer to make scheduled interest or principal payments, changes to the rating of the security by a rating agency and other relevant credit-related factors in determining whether or not a credit loss exists. We reassess our estimated credit losses on investments each reporting period. U.S. government securities and cash equivalents are under a

“zero-loss

exception” for credit losses, meaning no credit loss risk calculation is necessary on those instruments due to the exceptionally low rate of default, which continues to decrease as the securities approach maturity. We record changes in the allowance for credit losses for

available-for-sale

debt securities with a corresponding adjustment in credit loss expense on the consolidated statement of operations. No reversal of a previously recorded allowance for credit losses may be made to an amount below zero. The total allowance for credit losses was $0 at both September 28, 2024 and December 30, 2023.

Our investment portfolio includes both corporate and U.S. government securities that have a maximum maturity of two years. The longer the duration of these securities, the more susceptible they are to changes in market interest rates and bond yields. As yields increase, those securities with a lower

yield-at-cost

show a

mark-to-market

unrealized loss. Most of our unrealized losses are due to changes in market interest rates and bond yields. We believe that we have the ability to realize the full value of all these investments upon maturity. As of September 28, 2024, we had 44 investments in a gross unrealized loss position. 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 September 28, 2024.

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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)


	September 28, 2024
	In Loss Position for Less than 12 Months				In Loss Position for Greater than 12 Months
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In thousands)
Commercial paper	$	11,428	$	2	$	—	$	—

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 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 investment securities measured at fair value on a recurring basis as of September 28, 2024.


	Fair Value Measurements at September 28, 2024
	Total		Level 1		Level 2
	(In thousands)
Recurring fair value measurements:
Investment securities
Money market funds	$	8,766	$	8,766	$	—
U.S. treasury and agency securities		14,424		14,424		—
Asset-backed securities		894		—		894
Certificates of deposit		3,533		—		3,533
Commercial paper		22,407		—		22,407
Corporate bonds and medium-term notes		6,753		—		6,753

Total recurring fair value measurements	$	56,777	$	23,190	$	33,587

9.	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. There were no outstanding derivatives at September 28, 2024 and December 30, 2023.

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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

10.

Equity

Condensed Consolidated Statement of Changes in Equity

The changes in stockholders’ equity by component for the three and nine months ended September 28, 2024 and September 30, 2023, are as follows (in thousands):


	Three Months Ended September 28, 2024
	Common Stock and Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit			Total Stockholders’ Equity
Balance at June 29, 2024	$	212,342		$	(29,551	)	$	42	$	(70,244	)	$	112,589
Common stock issued under employee plans		502			—			—		—			502
Shares withheld for net share settlement of RSUs		(103	)		—			—		—			(103	)
Equity-based compensation expense		1,034			—			—		—			1,034
Net loss		—			—			—		(2,173	)		(2,173	)
Other comprehensive income		—			—			496		—			496

Balance at September 28, 2024	$	213,775		$	(29,551	)	$	538	$	(72,417	)	$	112,345


	Nine Months Ended September 28, 2024
	Common Stock and Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit			Total Stockholders’ Equity
Balance at December 30, 2023	$	210,346		$	(29,551	)	$	97	$	(65,375	)	$	115,517
Common stock issued under employee plans		964			—			—		—			964
Shares withheld for net share settlement of RSUs		(475	)		—			—		—			(475	)
Equity-based compensation expense		2,940			—			—		—			2,940
Net loss		—			—			—		(7,042	)		(7,042	)
Other comprehensive income		—			—			441		—			441

Balance at September 28, 2024	$	213,775		$	(29,551	)	$	538	$	(72,417	)	$	112,345


	Three Months Ended September 30, 2023
	Common Stock and Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity
Balance at July 1, 2023	$	208,698		$	(29,551	)	$	(190	)	$	(61,954	)	$	117,003
Common stock issued under employee plans		527			—			—			—			527
Shares withheld for net share settlement of RSUs		(120	)		—			—			—			(120	)
Equity-based compensation expense		317			—			—			—			317
Net loss		—			—			—			(1,576	)		(1,576	)
Other comprehensive income		—			—			86			—			86

Balance at September 30, 2023	$	209,422		$	(29,551	)	$	(104	)	$	(63,530	)	$	116,237

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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)


	Nine Months Ended September 30, 2023
	Common Stock and Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity
Balance at December 31, 2022	$	206,381		$	(29,551	)	$	(193	)	$	(53,185	)	$	123,452
Common stock issued under employee plans		1,331			—			—			—			1,331
Shares withheld for net share settlement of RSUs		(1,683	)		—			—			—			(1,683	)
Equity-based compensation expense		3,393			—			—			—			3,393
Net loss		—			—			—			(10,345	)		(10,345	)
Other comprehensive income		—			—			89			—			89

Balance at September 30, 2023	$	209,422		$	(29,551	)	$	(104	)	$	(63,530	)	$	116,237

Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) by component for the three and nine months ended September 28, 2024 and September 30, 2023, are as follows.


	Three Months Ended							Nine Months Ended
	September 28, 2024
	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	$	48	$	(6	)	$	42	$	159	$	(62	)	$	97
Other comprehensive income (loss) before reclassification		339		157			496		228		213			441
Amounts reclassified from other comprehensive income (loss)		—		—			—		—		—			—

Net current-period other comprehensive income (loss)		339		157			496		228		213			441

Ending balance	$	387	$	151		$	538	$	387	$	151		$	538

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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

Three Months Ended

Nine Months Ended

INTEVAC INC [IVAC] Filings
10-Q	[2024-11-12]
10-Q	[2024-08-06]
10-Q	[2024-04-30]
10-K	[2024-02-15]
10-Q	[2023-11-02]
10-Q	[2023-08-03]
10-Q	[2023-05-04]
10-K	[2023-02-16]
10-Q	[2022-11-03]
10-Q	[2022-08-04]
10-Q	[2022-05-10]
10-K	[2022-02-17]
10-Q	[2021-11-02]
10-Q	[2021-08-03]
10-Q	[2021-05-04]
10-K	[2021-02-17]
10-Q	[2020-10-27]
10-Q	[2020-07-28]
10-Q	[2020-04-28]
10-K	[2020-02-12]
10-Q	[2019-10-29]
10-Q	[2019-07-30]
10-Q	[2019-04-30]
10-K	[2019-02-13]
10-Q	[2018-10-30]
10-Q	[2018-07-31]
10-Q	[2018-05-01]
10-K	[2018-02-14]
10-Q	[2017-10-31]
10-Q	[2017-08-01]
10-Q	[2017-05-02]
10-K	[2017-02-15]
10-Q	[2016-11-02]
10-Q	[2016-08-02]
10-Q	[2016-05-03]
10-K	[2016-02-17]
10-Q	[2015-11-03]
10-Q	[2015-08-04]
10-Q	[2015-05-05]
10-K	[2015-02-17]
10-Q	[2014-10-28]
10-Q	[2014-07-29]
10-Q	[2014-04-29]
10-K	[2014-02-20]
10-Q	[2013-10-29]
10-Q	[2013-07-30]
10-Q	[2013-04-30]
10-K	[2013-02-22]
10-Q	[2012-11-01]
10-Q	[2012-08-01]
10-Q	[2012-05-01]
10-K	[2012-02-21]