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IVAC > SEC Filings for IVAC > Form 10-Q on 1-May-2009All Recent SEC Filings

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Form 10-Q for INTEVAC INC


1-May-2009

Quarterly Report


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 2009; 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 technology into major military programs and to develop and introduce commercial imaging products; and the timing of delivery and/or acceptance of the systems and products that comprise Intevac's backlog for revenue; legal proceedings; and internal controls. Intevac's actual results may differ materially from the results discussed in the forward-looking statements for a variety of reasons, including those set forth under "Risk Factors" and in other documents we file from time to time with the Securities and Exchange Commission, including our Annual Report on Form 10-K filed in March 2009, and our periodic Form 10-Q's and Form 8-K's. Overview
Intevac provides manufacturing equipment and solutions to the hard disk drive industry and offers advanced etch technology systems to the semiconductor industry. Intevac's 200 Lean® platform may be suitable for certain non-magnetic thin-film applications such as optical coatings, photovoltaic and wear-resistant coatings although to date Intevac has not received revenue from such applications. Intevac also provides sensitive electro-optical devices used in high-performance digital cameras for military and commercial applications. Intevac's customers and potential customers include manufacturers of hard disk drives, semiconductor chips and wafers, as well as medical, scientific and security companies and the U.S. government and its contractors. Intevac reports two segments: Equipment and Intevac Photonics. Effective in the second quarter of 2008, Intevac renamed the Imaging Instrumentation segment to Intevac Photonics. During the third quarter of 2008, Intevac completed the acquisition of certain assets and liabilities of the magnetic media equipment business of OC Oerlikon Balzers Ltd. ("Oerlikon").
Product development and manufacturing activities occur in North America and Asia. Intevac has field offices in Asia to support its equipment customers. Intevac's equipment and service products are highly technical and, with the exception of Japan, are sold primarily through a direct sales force. In Japan, sales are typically made by Intevac's Japanese distributor, Matsubo. During the third quarter of 2008, Intevac entered into an alliance with a Korean equipment manufacturer and distributor, TES Co., Ltd. ("TES"). Under the agreement TES has the rights to manufacture and sell Intevac's Lean Etch® system to the Korean and Chinese markets, and Intevac has the rights to manufacture and sell TES' chemical vapor deposition equipment to customers throughout the rest of the world. To date no sales have been made pursuant to this contract.
Intevac's results are driven primarily by worldwide demand for hard disk drives, which in turn depends on end-user demand for personal computers, enterprise data storage, personal audio and video players and video game platforms. Intevac's business is subject to cyclical industry conditions, as demand for manufacturing equipment and services can change depending on supply and demand for hard disk drives, chips, and other electronic devices, as well as other factors, such as global economic conditions and technological advances in fabrication processes.


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The following table presents certain significant measurements for the three months ended March 28, 2009 and March 29, 2008:

                                                                                   Three months ended
                                                              March 28,                 March 29,                    %
                                                                 2009                      2008                    Change
                                                                (in thousands, except percentages and per share amounts)

Net revenues                                                $       12,308            $       33,175                   (62.9 )%
Gross profit                                                $        4,265            $       15,311                   (72.1 )%
Gross margin percent                                                  34.7 %                    46.2 %                 (11.5 )%
Net income (loss)                                           $       (5,773 )          $        1,563                  (469.4 )%
Earnings (loss) per diluted share                           $        (0.26 )          $         0.07                  (471.4 )%

First quarter financial results for fiscal 2009 reflected a challenging environment as Intevac's Equipment customers reduced or delayed capital expenditures as a result of reduced demand, price erosion and industry consolidation. Net sales decreased during the first quarter of fiscal 2009 primarily due to lower equipment sales to disk manufacturers partially offset by increased Intevac Photonics' product sales. The global economic climate and constrained financing environment have caused a broad slowdown in capital equipment purchases by Intevac's hard drive customers. Net income for the first quarter of fiscal 2009 decreased compared to the same period in the prior year due to lower net sales and lower investment income, partially offset by lower operating expenses and higher income tax benefits. The decrease in operating expenses was a result of the global cost reduction plan implemented in the fourth quarter of 2008 and continuing focus on operating efficiency. As part of the global cost reduction plan, Intevac has reduced its global workforce by 21% and reduced its global infrastructure.
For the second quarter of 2009, Intevac expects its Equipment revenue to be down from the first quarter of 2009 as a result of lower demand, seasonality and global macroeconomic conditions as hard drive customers experience tightening credit, inventory rationalization throughout all channels and price competition. Intevac expects Intevac Photonics revenues in the second quarter of 2009 to increase from the first quarter of 2009.
"200 Lean®", "AccuLuber™", "ExaminerR™", "Lean Etch®", "LIVAR®", "MicroVista®", "NightVista®", "MOSIR®" and "Night Port™", among others, are our trademarks.

Results of Operations
Net revenues

                                   Three months ended              Change over
                               March 28,       March 29,          Prior period
                                  2009           2008          Amount          %
                                         (in thousands, except percentages)

          Equipment            $    6,118     $    26,973     $ (20,855 )     (77.3 )%
          Intevac Photonics         6,190           6,202           (12 )      (0.2 )%

          Total net revenues   $   12,308     $    33,175     $ (20,867 )     (62.9 )%

Net revenues consist primarily of equipment sales used to manufacture thin-film disks, and, to a lesser extent, related equipment and system components; contract research and development related to the development of electro-optical sensors, cameras and systems; and low-light imaging products.
Equipment revenue for the three months ending March 28, 2009 included revenue recognized for four AccuLuberTM systems, disk equipment technology upgrades and spare parts. Equipment revenue for the three months ended March 28, 2009 did not include any 200 Lean systems. Equipment revenue for the three months ended March 29, 2008 included revenue recognition for two 200 Lean systems, eleven disk lubrication systems including one AccuLuber system, upgrades and spare parts. While the uncertainty of end market demand continues to dampen


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expectations for the hard drive market, Intevac expects that in 2009 the demand for equipment will result primarily from the first shipments of patterned media development systems, incremental research and development systems, and the replacement of legacy systems with 200 Leans to support the continued growth in mobile drives. Intevac does not expect any of its hard drive customers to add new systems for capacity in 2009.
Intevac Photonics revenue for the three months ended March 28, 2009 consisted of $3.6 million of research and development contract revenue and $2.6 million of product sales. Intevac Photonics revenue for the three months ended March 29, 2008 consisted of $4.2 million of research and development contract revenue and $2.0 million of product sales. The increase in product revenue resulted from higher sales of digital night vision camera modules and commercial products. The decrease in contract research and development revenue was the result of a lower volume of contracts and no revenue from contract close-outs. Intevac expects that in 2009, Intevac Photonics revenues will grow driven by government spending as well as growth in commercial products. Substantial growth in future Intevac Photonics revenues is dependent on proliferation of Intevac's technology into major military programs, continued defense spending, the ability to obtain export licenses for foreign customers, obtaining production subcontracts for these programs, and development and sale of commercial products.
Intevac's backlog of orders at March 28, 2009 was $17.0 million, as compared to $20.2 million at December 31, 2008 and $43.5 million at March 29, 2008. The $17.0 million of backlog at March 28, 2009 consisted of $8.3 million of Equipment backlog and $8.7 million of Intevac Photonics backlog. The $20.2 million of backlog at December 31, 2008 consisted of $11.4 million of Equipment backlog and $8.8 million of Intevac Photonics backlog. Backlog at March 28, 2009 and December 31, 2008 included one 200 Lean system, compared to seven at March 29, 2008.
International sales decreased by 78% to $5.9 million for the three months ended March 28, 2009 from $26.4 million for the three months ended March 29, 2008. International sales include products shipped to overseas operations of U.S. companies. The decrease in international sales was primarily due to a decrease in net revenues from disk sputtering systems, upgrades and spare parts. Substantially all of Intevac's international sales are to customers in Asia. International sales constituted 48% of net revenues for the three months ended March 28, 2009 and 80% of net revenues for the three months ended March 29, 2008. The mix of domestic versus international sales will change from period to period depending on the location of Intevac's largest customers in each period.

Gross profit

                                                        Three months ended
                                              March 28,         March 29,        %
                                                 2009             2008         Change
                                                (in thousands, except percentages)

     Equipment gross profit                  $     1,828        $ 12,708       (85.6 )%
     % of Equipment net revenues                    29.9 %          47.1 %
     Intevac Photonics gross profit          $     2,437        $  2,603        (6.4 )%
     % of Intevac Photonics net revenues            39.4 %          42.0 %
     Total gross profit                      $     4,265        $ 15,311       (72.1 )%
     % of net revenues                              34.7 %          46.2 %

Cost of net revenues consists primarily of purchased materials and costs attributable to contract research and development, and also includes fabrication, assembly, test and installation labor and overhead, customer-specific engineering costs, warranty costs, royalties, provisions for inventory reserves and scrap. Cost of net revenues for the three months ended March 28, 2009 and March 29, 2008 included $107,000 and $249,000 of equity-based compensation expense, respectively.
Equipment gross margin was 29.9% in the three months ended March 28, 2009 compared to 47.1% in the three months ended March 29, 2008. The lower gross margin was due primarily to lower revenues, product mix, lower factory utilization, and costs from an acquired business partially offset by the savings from the global cost reduction plan implemented in the fourth quarter of 2008. Intevac expects the gross margin for the Equipment business in the second quarter of 2009 will improve over the first quarter of 2009 due to improved factory utilization and product


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mix and decline over the second quarter of 2008 due to lower revenue levels. Gross margins in the Equipment business will vary depending on a number of additional factors, including product mix, product cost, system configuration and pricing, factory utilization, and provisions for excess and obsolete inventory.
Intevac Photonics gross margin was 39.4% in the three months ended March 28, 2009 compared to 42.0% in the three months ended March 29, 2008. The decrease in gross margin resulted primarily from increased provisions for inventory and warranty, partially offset by higher margins on development contracts. Intevac expects the gross margin for the Intevac Photonics business in the second quarter of 2009 to improve over the first quarter of 2009 and the second quarter of 2008, primarily as a result of the projected increase in product sales, which typically carry higher gross margins.
Research and development

                                           Three months ended             Change over
                                         March 28,      March 29         prior period
                                            2009          2008        Amount         %
                                                (in thousands, except percentages)

     Research and development expense    $  8,030       $ 9,388     $ (1,358 )     (14.5 )%
     % of net revenues                       65.2 %        28.3 %

Research and development spending decreased in Equipment and increased in Intevac Photonics during the three months ended March 28, 2009 as compared to the three months ended March 29, 2008. The decrease in Equipment spending was due primarily to a reduction in spending on the Lean Etch product line and savings from the global cost reduction plan implemented in the fourth quarter of 2008. The increase in Intevac Photonics research and development reflected increased spending for sensor yield improvements, sensor development and digital night vision goggle development. Intevac expects that research and development spending will decrease in the second quarter of 2009 over the same quarter in the previous year and the first quarter of 2009 primarily as a result of the lower level of spending on Intevac's Lean Etch product line. Research and development expense for the three months ended March 28, 2009 and March 29, 2008 included $444,000 and $466,000 of equity-based compensation expense, respectively. Research and development expenses do not include costs of $2.0 million and $2.5 million for the three-month periods ended March 28, 2009 and March 29, 2008, respectively, which are related to Intevac Photonics contract research and development and included in cost of net revenues.

Selling, general and administrative

                                                       Three months ended                      Change over
                                                  March 28,          March 29,                prior period
                                                     2009              2008              Amount              %
                                                                 (in thousands, except percentages)

Selling, general and administrative expense       $  5,709          $   7,064          $ (1,355 )          (19.2 )%
% of net revenues                                     46.4 %             21.3 %

Selling, general and administrative expense consists primarily of selling, marketing, customer support, financial and management costs. The decrease in selling, general and administrative spending in the three months ended March 28, 2009 was primarily the result of savings from the global cost reduction plan implemented in the fourth quarter of 2008. Intevac expects that selling, general and administrative expenses will also decrease in the second quarter of 2009 over the amount spent in the same quarter in the previous year and remain flat as compared to the first quarter of 2009. Selling, general and administrative expense for the three months ended March 28, 2009 and March 29, 2008 included $846,000 and $881,000, of equity-based compensation expense, respectively.


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Interest income and other, net

                                           Three months ended            Change over
                                         March 28,      March 29        prior period
                                           2009           2008       Amount        %
                                               (in thousands, except percentages)

       Interest income and other, net    $   430        $ 1,411     $ (981 )     (69.5 )%

Interest income and other, net consists primarily of interest income on investments and foreign currency gains and losses. The decrease in interest and other income in the three months ended March 28, 2009 resulted from lower average invested balances, lower interest rates and fluctuations in foreign currency gains and losses. Intevac expects interest income to decrease in the second quarter of 2009 over the same period in the previous year due primarily to lower investment portfolio balances and interest rates. Income tax benefit

                                     Three months ended             Change over
                                  March 28,      March 29,         prior period
                                     2009           2008        Amount         %
                                         (in thousands, except percentages)

Income tax benefit $ 3,271 $ 1,293 $ 1,978 153.0 %

Intevac recorded an income tax benefit at an effective rate of 47.4% for the three months ended March 28, 2009, compared with (478.9%) for the three months ended March 29, 2008. Intevac adjusts its effective income tax rate each quarter to be consistent with the estimated annual effective income tax rate. The effective income tax rate differs from the applicable statutory rates due primarily to the utilization of deferred and current credits, the effect of permanent differences and the geographical composition of Intevac's worldwide earnings. Intevac's effective income tax rate is highly dependent on the availability of tax credits and the geographic composition of Intevac's worldwide earnings.
During the first quarter of 2009, Intevac established an additional valuation allowance to fully reserve its California state deferred tax assets due to the impact of California tax legislation that was enacted in February 2009. This additional valuation allowance decreased the income tax benefit by $1.0 million. Intevac recognized the effect of the change in valuation allowance as a discrete item during the period.
Liquidity and Capital Resources
At March 28, 2009, Intevac had $100.8 million in cash, cash equivalents, and investments compared to $105.5 million at December 31, 2008. During the first three months of 2009, cash and cash equivalents and investments decreased by $4.7 million due primarily to cash used by operating activities, a scheduled payment to the owners of DeltaNu, LLC, and purchases of fixed assets partially offset by cash received from the sale of Intevac common stock to Intevac's employees through Intevac's employee benefit plans.
Cash, cash-equivalents and investments consist of the following:

                                                    March 28,       December 31,
                                                       2009             2008
                                                           (In thousands)
     Cash and cash equivalents                      $   27,876     $       39,201
     Short-term investments                              5,993                  -
     Long-term investments                              66,961             66,328

     Total cash, cash equivalents and investments   $  100,830     $      105,529


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Operating activities used cash of $3.0 million and $11.8 million during the first three months of 2009 and 2008, respectively. The decrease in cash used by operating activities was due primarily to changes in working capital, partially offset by the reduction in net income, and non-cash changes in deferred taxes during the first three months of 2009.
Accounts receivable totaled $9.2 million at March 28, 2009, compared to $15.0 million at December 31, 2008. The decrease of $5.8 million in the receivable balance was due to lower revenues and improved collection activities. Total net inventories decreased to $17.2 million at March 28, 2009, compared to $17.7 million at December 31, 2008 primarily as a result of lower business levels. Accounts payable increased slightly to $4.3 million at March 28, 2009 compared to December 31, 2008. Accrued payroll and related liabilities decreased by $468,000 during the three months ended March 28, 2009. Customer advances decreased by $1.7 million during the first three months of 2009, as liquidations related to revenue recognition were higher than new advances received from Intevac's customers.
Investing activities in the first three months of 2009 used cash of $6.7 million. Purchases of investments, net of proceeds from maturities of investments totaled $5.9 million. Capital expenditures for the three months ended March 28, 2009 were $779,000.
Financing activities in the first three months of 2009 used cash of $1.5 million. Intevac made a scheduled payment of $2.0 million to the owners of DeltaNu, LLC, which Intevac acquired in the first quarter of 2007. Intevac generated $453,000 during the three months ended March 28, 2009 from the sale of Intevac common stock to Intevac's employees through Intevac's employee benefit plans.
It is anticipated that market conditions may continue to weaken, but Intevac anticipates that its efforts to reduce costs through its global cost reduction plan and headcount restructuring activity implemented in the fourth quarter will reduce its cash loss from operations to a level sustainable until market conditions and Intevac's business improves.
As of March 28, 2009, Intevac's available-for-sale securities represented $74.3 million par value of auction rate securities ("ARS"), less a temporary valuation adjustment of $7.3 million to reflect their current lack of liquidity. Since this valuation adjustment is deemed to be temporary it was recorded in other comprehensive loss. Due to current market conditions, these investments have experienced failed auctions beginning in mid-February 2008. These failed auctions result in a lack of liquidity in the securities, but do not affect the underlying collateral of the securities. Intevac believes that given their high credit quality, it will ultimately recover at par all amounts invested in these securities. Intevac does not anticipate that any potential lack of liquidity in these ARS will affect its ability to finance its operations and planned capital expenditures. Intevac continues to monitor efforts by the financial markets to find alternative means for restoring the liquidity of these investments. During April 2009, $3.3 million of ARS were redeemed at par. These investments are classified as non-current assets until Intevac has better visibility as to when their liquidity will be restored. The classification and valuation of these securities will continue to be reviewed quarterly.
As described in Note 8 of Notes to Condensed Consolidated Financial Statements, at March 28, 2009, the fair value of the ARS was estimated at $67.0 million based on a valuation by Houlihan Smith & Company, Inc., using discounted cash flow models. The estimates of future cash flows are based on certain key assumptions, such as discount rates appropriate for the type of asset and risk, which are significant unobservable inputs. As of March 28, 2009, there was insufficient observable market information for the ARS held by Intevac to determine the fair value. Therefore Level 3 fair values were estimated for these securities by incorporating assumptions that market participants would use in their estimates of fair value. Some of these assumptions included credit quality, collateralization, final stated maturity, estimates of the probability of being called or becoming liquid prior to final maturity, redemptions of similar ARS, previous market activity for the same investment security, impact due to extended periods of maximum auction rates and valuation models.
On March 19, 2009, Intevac filed a statement of claim under the Financial Industry Regulatory Authority dispute resolution process against Citigroup Inc. and Citigroup Global Markets, Inc. (collectively, "Citigroup") with respect to alleged fraud and market manipulation by Citigroup related to ARS. The statement of claim requests that


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Citigroup accept Intevac's tender of its ARS at par value and that Intevac receive compensatory, consequential and punitive damages and costs and expenses. As of March 28, 2009, the total par amount of ARS held by Intevac which are subject to the Citigroup claim amounted to $56.8 million.
Intevac has entered into a line of credit with Citigroup under which approximately $20 million is available. For additional information on this borrowing facility, see Note 9 of Notes to Condensed Consolidated Financial Statements.
Intevac believes that its existing cash, cash equivalents, investments and credit facility will be sufficient to meet its cash requirements for the foreseeable future. Intevac intends to undertake approximately $4 to $5 million in capital expenditures during the remainder of 2009. 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. 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 . . .

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