Netlist Reports Fourth Quarter and Full Year 2011 Results

2011 Revenues Increase 60% and Gross Profit Doubles; Completes Memory Qualification of HyperCloud(TM) at Major OEMs

IRVINE, CA -- (Marketwire) -- 02/28/12 -- Netlist, Inc. (NASDAQ: NLST), a leading provider of cloud computing memory subsystems, today reported financial results for the fourth quarter and full year ended December 31, 2011.

Revenues for the 12 months ended December 31, 2011, were $60.7 million, up 60 percent from revenues of $37.9 million for the 12 months ended January 1, 2011. Gross profit for the 12 months ended December 31, 2011, was $20.3 million, or 33 percent of revenues, compared to a gross profit of $9.9 million, or 26 percent of revenues, for the 12 months ended January 1, 2011, an increase of 104 percent for the period.

Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) loss after adding back net interest expense, benefit of income taxes, depreciation, amortization, stock-based compensation and net non-operating expense (income) was $1.5 million for the 12 month period ended December 31, 2011, compared to an adjusted EBITDA loss of $12.1 million for the prior year period.

Net loss for the 12 months ended December 31, 2011, was $5.6 million, or $0.22 loss per share, compared to a net loss in the prior year period of $15.1 million, or $0.64 loss per share. These results include stock-based compensation expense of $1.6 million for 2011, compared to $1.5 million for 2010.

"In the past year we made great progress in strategically advancing our position in the high performance memory market while improving our financial results," said C.K. Hong, Chief Executive Officer of Netlist. "Revenues increased by over 60%, driving a 100% increase in our gross profit without an increase in operating expenses -- highlighting the improving operating leverage in our model. Ongoing investments in new technologies as well as partnerships culminated in successful qualifications of HyperCloud and VLP memory at major OEMs in recent months. We expect these efforts to lead to significant growth of our business in the second half of the year."

Revenues for the fourth quarter ended December 31, 2011, were $16.4 million, up 62 percent from revenues of $10.1 million for the fourth quarter ended January 1, 2011. Gross profit for the fourth quarter ended December 31, 2011, was $6.0 million, or 37 percent of revenues, compared to a gross profit of $3.3 million, or 33 percent of revenues, for the fourth quarter ended January 1, 2011, an increase of 82 percent.

Adjusted EBITDA after adding back net interest expense, benefit of income taxes, depreciation, amortization, stock-based compensation and net non-operating income was $718,000 for the fourth quarter ended December 31, 2011, compared to an adjusted EBITDA loss of $2.3 million for the prior year period.

Net loss for the fourth quarter ended December 31, 2011, was $227,000 or $0.01 loss per share, compared to the net loss in the prior year period of $3.2 million, or $0.13 loss per share. These results include stock-based compensation expense in the fourth quarter ended December 31, 2011, of $397,000 compared with $261,000 in the year-earlier period.

As of December 31, 2011, cash, cash equivalents, and investments in marketable securities were $11 million, total assets were $32 million, working capital was $18 million, total debt was $3 million, and stockholders' equity was $20 million.

Conference Call Information
As previously announced, Netlist is conducting a conference call today to be broadcast live over the Internet at 5:00 pm Eastern Time to discuss and review the financial results for the fourth quarter and full year ended December 31, 2011. The dial-in number for the call is 1-800-860-2442. The live webcast and archived replay of the call can be accessed in the Investors section of Netlist's website at www.netlist.com.

Note Regarding Use of Non-GAAP Financial Measures
Certain of the information set forth herein, including EBITDA and adjusted EBITDA, may be considered non-GAAP financial measures. Netlist believes this information is useful to investors because it provides a basis for measuring Netlist's available capital resources, the operating performance of Netlist's business and Netlist's cash flow, excluding net interest expense, benefit of income taxes, depreciation, amortization, share-based compensation and non-operating net income and expense that would normally be included in the most directly comparable measures calculated and presented in accordance with Generally Accepted Accounting Principles. Netlist's management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating Netlist's operating performance, capital resources and cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-financial measures as reported by Netlist may not be comparable to similarly titled amounts reported by other companies.

About Netlist:
Netlist, Inc. designs and manufactures high-performance, logic-based memory subsystems for server and storage applications for cloud computing. Netlist's flagship products include HyperCloud?, a patented memory technology that breaks traditional memory barriers, NVvault? family of products that enables data retention during power interruption, EXPRESSvault?, a PCI Express backup/recovery solution for cache data protection and a robust portfolio of high performance and specialty memory subsystems including VLP (very low profile) DIMMs and Planar-X RDIMMs.

Netlist develops technology solutions for customer applications in which high-speed, high-capacity, small form factor and heat dissipation are key requirements for system memory. These customers include OEMs that design and build tower servers, rack-mounted servers, blade servers, high-performance computing clusters, engineering workstations and telecommunications equipment. Founded in 2000, Netlist is headquartered in Irvine, CA with manufacturing facilities in Suzhou, People's Republic of China. Learn more at www.netlist.com.

Safe Harbor Statement:
This news release contains forward-looking statements regarding future events and the future performance of Netlist. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expected or projected. These risks and uncertainties include, but are not limited to, risks associated with the launch and commercial success of our products, programs and technologies; the success of product partnerships; continuing development, qualification and volume production of EXPRESSvault?, NVvault?, HyperCloud? and VLP Planar-X RDIMM; the rapidly-changing nature of technology; risks associated with intellectual property, including the costs and unpredictability of litigation over infringement of our intellectual property and the possibility of the Company's patents being re-examined by the United States Patent and Trademark office; volatility in the pricing of DRAM ICs and NAND; changes in and uncertainty of customer acceptance of, and demand for, our existing products and products under development, including uncertainty of and/or delays in product orders and product qualifications; delays in the Company's and its customers' product releases and development; introductions of new products by competitors; changes in end-user demand for technology solutions; the Company's ability to attract and retain skilled personnel; the Company's reliance on suppliers of critical components and vendors in the supply chain; fluctuations in the market price of critical components; evolving industry standards; and the political and regulatory environment in the People's Republic of China. Other risks and uncertainties are described in the Company's quarterly report on Form 10-Q filed on November 15, 2011, and subsequent filings with the U.S. Securities and Exchange Commission made by the Company from time to time. Except as required by law, Netlist undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

(Tables Follow)

                               Netlist, Inc.
                   Consolidated Statements of Operations
                  (in thousands, except per share amounts)


                         Three Months Ended              Year Ended
                     --------------------------  --------------------------
                     December 31,   January 1,   December 31,   January 1,
                         2011          2011          2011          2011
                     ------------  ------------  ------------  ------------

Net sales            $     16,381  $     10,096  $     60,729  $     37,855
Cost of sales(1)           10,389         6,807        40,468        27,910
                     ------------  ------------  ------------  ------------
Gross profit                5,992         3,289        20,261         9,945
                     ------------  ------------  ------------  ------------
Operating expenses:
  Research and
   development(1)           3,502         3,606        14,924        14,762
  Selling, general
   and
   administrative(1)        2,694         2,878        10,705        11,041
                     ------------  ------------  ------------  ------------
    Total operating
     expenses               6,196         6,484        25,629        25,803
                     ------------  ------------  ------------  ------------
Operating loss               (204)       (3,195)       (5,368)      (15,858)
                     ------------  ------------  ------------  ------------
Other income
 (expense):
  Interest expense,
   net                        (81)          (43)         (228)          (42)
  Other (expense)
   income, net                  2             -           (56)           71
                     ------------  ------------  ------------  ------------
    Total other
     income
     (expense), net           (79)          (43)         (284)           29
                     ------------  ------------  ------------  ------------
Loss before tax
 benefit                     (283)       (3,238)       (5,652)      (15,829)
Income tax benefit            (56)           (1)          (53)         (714)
                     ------------  ------------  ------------  ------------
Net loss             $       (227) $     (3,237) $     (5,599) $    (15,115)
                     ============  ============  ============  ============
Net loss per common
 share:
  Basic and diluted  $      (0.01) $      (0.13) $      (0.22) $      (0.64)
Weighted-average
 common shares
 outstanding:
  Basic and diluted        28,306        25,188        25,086        23,779

(1) Amounts include stock-based compensation expense as follows:

  Cost of sales      $         28  $          9  $         79  $         42
  Research and
   development                134            60           600           357
  Selling, general
   and
   administrative             235           192           941         1,083




                               Netlist, Inc.
                        Consolidated Balance Sheets
                               (in thousands)


                                                 December 31,   January 1,
                                                     2011          2011
                                                 ------------  ------------

ASSETS
Current assets:
  Cash and cash equivalents                      $     10,535  $     14,210
  Investments in marketable securities                      -           824
  Accounts receivable, net                             11,399         6,451
  Inventories                                           6,057         4,509
  Prepaid expenses and other current assets               806         1,396
                                                 ------------  ------------
    Total current assets                               28,797        27,390

  Property and equipment, net                           2,771         4,077
  Long-term investments in marketable securities          444           890
  Other assets                                            161           337
                                                 ------------  ------------
    Total assets                                 $     32,173  $     32,694
                                                 ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                               $      6,155  $      6,256
  Accrued payroll and related liabilities               1,813         1,762
  Accrued expenses and other current liabilities          460           369
  Accrued engineering charges                             450           638
  Current portion of long-term debt                     2,144           674
                                                 ------------  ------------
    Total current liabilities                          11,022         9,699
Long-term debt, net of current portion                  1,118         1,063
Other liabilities                                          94            85
                                                 ------------  ------------
    Total liabilities                                  12,234        10,847

Commitments and contingencies

Stockholders' equity:
  Common stock                                             26            25
  Additional paid-in capital                           92,709        89,074
  Accumulated deficit                                 (72,740)      (67,141)
  Accumulated other comprehensive loss                    (56)         (111)
                                                 ------------  ------------
    Total stockholders' equity                         19,939        21,847
                                                 ------------  ------------
    Total liabilities and stockholders' equity   $     32,173  $     32,694
                                                 ============  ============




                               Netlist, Inc.
 Schedule Reconciling GAAP Net Loss to Non-GAAP EBITDA and Adjusted EBITDA
                  (in thousands, except per share amounts)


                         Three Months Ended              Year Ended
                     --------------------------  --------------------------
                     December 31,   January 1,   December 31,   January 1,
                         2011          2011          2011          2011
                     ------------  ------------  ------------  ------------

GAAP net loss        $       (227) $     (3,237) $     (5,599) $    (15,115)

Interest expense,
 net                           81            43           228            42
Benefit of income
 taxes                        (56)           (1)          (53)         (714)
Depreciation and
 amortization                 525           596         2,242         2,287

                     ------------  ------------  ------------  ------------
EBITDA                        323        (2,599)       (3,182)      (13,500)

Stock-based
 compensation                 397           261         1,620         1,482
Other (income)
 expense, net                  (2)            -            56           (71)

                     ------------  ------------  ------------  ------------
Adjusted EBITDA      $        718  $     (2,338) $     (1,506) $    (12,089)
                     ============  ============  ============  ============

The table above reconciles net loss to EBITDA and Adjusted EBITDA. EBITDA is defined as net loss before net interest expense, income taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA before net non-operating expense (income) and stock-based compensation expense. Although EBITDA and Adjusted EBITDA are not measures of performance calculated in accordance with GAAP, management believes that it is useful to Netlist, Inc. and to an investor in evaluating the Company because it is a widely used measure to evaluate a company's operating performance.

For more information, please contact:

Brainerd Communicators, Inc.
Corey Kinger (investors)
kinger@braincomm.com

Sharon Oh (media)
oh@braincomm.com
(212) 986-6667

Gail M. Sasaki
Chief Financial Officer
Netlist, Inc.
(949) 435-0025

Feb 28, 2012

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