UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2008
Netlist, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-33170 |
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95-4812784 |
(State or other jurisdiction
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(Commission
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(IRS Employer
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51 Discovery, Irvine, California |
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92618 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (949) 435-0025
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On May 8, 2008, Netlist, Inc. (the Company) issued a press release announcing the Companys results of operations for the quarter ended March 29, 2008. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein in its entirety.
The information included in this Item 2.02 of Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
Exhibit
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Description |
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99.1 |
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Press Release, dated May 8, 2008. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 11, 2008 |
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NETLIST, INC. |
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/s/ Gail Itow |
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Gail Itow |
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Vice President and Secretary |
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Exhibit 99.1
NEWS RELEASE for May 8, 2008 at 4:05 PM EDT
Contact: |
Allen & Caron Inc |
Gail Itow |
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Jill Bertotti (investors) |
Chief Financial Officer |
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jill@allencaron.com |
Netlist, Inc. |
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Len Hall (media) |
(949) 435-0025 |
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len@allencaron.com |
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(949) 474-4300 |
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NETLIST REPORTS 2008 FIRST QUARTER RESULTS
IRVINE, CA (May 8, 2008) . . . Netlist, Inc. (NASDAQ: NLST) today reported financial results for the first quarter ended March 29, 2008. Revenues for the 2008 first quarter were $13.1 million compared to $37.5 million for the first quarter ended March 31, 2007. Gross margin for the first quarter of 2008 improved to 24 percent compared to 15 percent in the year-earlier period.
Net loss for the 2008 first quarter was $584,000, or a $0.03 loss per share, compared to net income in the 2007 first quarter of $631,000, or $0.03 per share. Fully diluted weighted-average shares outstanding for the 2008 first quarter were 19,820,000, compared to 21,425,000 in the corresponding prior year period. These results include stock-based compensation expense in the 2008 first quarter of $244,000, compared to $328,000 in the prior year period.
As of March 29, 2008, cash, cash equivalents and investments in marketable securities were $30.4 million, total assets were $57.7 million, working capital was $28.5 million, total long-term debt was $514,000, and stockholders equity was $43.8 million.
Chief Executive Officer Chun K. Hong said, The decline in year-over-year revenues reflects the impact of the dramatic price decline of DRAM ICs since early 2007. Revenue in the first quarter was also impacted by a ramp down of custom products that have gone end-of-life after a couple years of shipments, as well as a shortage of certain components which resulted in a backlog of unfilled orders. We have since acquired these components and shipment on the affected products has resumed. Gross profit and earnings per share were better than expected due to a more profitable mix of high-density products. Sales and marketing activity is very active indicating a potentially strong second half and we are encouraged by the firming conditions in the DRAM market.
Outlook for 2008
The Company currently projects that its revenue for the second quarter of 2008 will range from $17 million to $21 million with an accelerating growth pattern in subsequent quarters as planned programs come online. However, if Netlist encounters adverse developments, such as the significant market price and customer demand deterioration, the risk of not achieving these current expectations will increase.
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 first quarter ended March 29, 2008. The dial-in number for the call is
1-888-713-4216. The live webcast and
archived replay of the call can be accessed in the Events page of the
Investor Relations section of Netlists website at www.netlist.com.
About Netlist, Inc.
Netlist designs and manufactures high-performance memory subsystems for the server and high- performance computing and communications markets. The Companys memory subsystems are developed for applications in which high-speed, high-capacity memory, functionality, small form factor, and heat dissipation are key requirements. These applications include tower-servers, rack-mounted servers, blade servers, high-performance computing clusters, engineering workstations, and telecommunication equipment. Netlist maintains its headquarters in Irvine, California with manufacturing facilities in Irvine and in Suzhou, China.
Safe Harbor Statement
This news release contains forward-looking statements regarding future events and the future performance of Netlist, including future opportunities and growth for the companys business. 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, the rapidly-changing nature of technology; volatility in the pricing of DRAM ICs and NAND; uncertainty of customer demand, including delays in expected qualifications; introductions of new products by competitors; changes in end-user demand for technology solutions; the Companys ability to attract and retain skilled personnel; the Companys reliance on suppliers of critical components; evolving industry standards; and the political and regulatory environment in the Peoples Republic of China. Other risks and uncertainties are described in the Companys annual report on Form 10-K, dated February 29, 2008, and subsequent filings with the U.S. Securities and Exchange Commission made by the Company from time to time. 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.
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
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Three Months Ended |
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March 29, |
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March 31, |
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2008 |
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2007 |
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Net sales |
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$ |
13,104 |
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$ |
37,538 |
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Cost of sales(1) |
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9,973 |
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32,089 |
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Gross profit |
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3,131 |
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5,449 |
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Operating expenses: |
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Research and development(1) |
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1,576 |
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1,067 |
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Selling, general and administrative(1) |
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3,468 |
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3,704 |
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Total operating expenses |
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5,044 |
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4,771 |
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Operating income (loss) |
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(1,913 |
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678 |
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Other income (expense): |
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Interest income (expense), net |
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239 |
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(48 |
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Other income (expense), net |
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(91 |
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1 |
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Total other income (expense), net |
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148 |
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(47 |
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Income (loss) before provision (benefit) for income taxes |
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(1,765 |
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631 |
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Provision (benefit) for income taxes |
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(1,181 |
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Net income (loss) |
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$ |
(584 |
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$ |
631 |
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Net income (loss) per common share: |
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Basic |
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$ |
(0.03 |
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$ |
0.03 |
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Diluted |
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$ |
(0.03 |
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$ |
0.03 |
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Weighted-average common shares outstanding: |
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Basic |
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19,820 |
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19,624 |
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Diluted |
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19,820 |
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21,425 |
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(1) Amounts include stock-based compensation expense as follows: |
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Cost of sales |
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$ |
14 |
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$ |
64 |
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Research and development |
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23 |
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46 |
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Selling, general and administrative |
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207 |
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218 |
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Netlist, Inc.
Unaudited Condensed Consolidated Balance Sheets
(in thousands)
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March 29, |
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December 30, |
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2008 |
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2007 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
8,906 |
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$ |
7,182 |
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Investments in marketable securities |
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15,565 |
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15,573 |
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Accounts receivable, net |
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7,901 |
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12,034 |
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Inventories |
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3,592 |
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3,333 |
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Income taxes receivable |
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1,911 |
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708 |
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Deferred taxes |
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3,128 |
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3,464 |
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Prepaid expenses and other current assets |
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663 |
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392 |
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Total current assets |
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41,666 |
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42,686 |
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Property and equipment, net |
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8,002 |
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8,191 |
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Deferred taxes |
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1,473 |
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1,065 |
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Long-term investments in marketable securities |
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5,966 |
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7,814 |
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Other assets |
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590 |
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600 |
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Total assets |
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$ |
57,697 |
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$ |
60,356 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
6,694 |
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$ |
6,697 |
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Revolving line of credit |
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3,234 |
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4,872 |
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Current portion of long-term debt |
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637 |
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740 |
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Current portion of deferred gain on sale and leaseback transaction |
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118 |
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118 |
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Accrued expenses and other current liabilities |
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2,477 |
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2,872 |
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Total current liabilities |
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13,160 |
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15,299 |
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Long-term debt, net of current portion |
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514 |
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638 |
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Deferred gain on sale and leaseback transaction, net of current portion |
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196 |
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226 |
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Total liabilities |
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13,870 |
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16,163 |
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Commitments and contingencies |
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Stockholders equity: |
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Common stock |
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20 |
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20 |
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Additional paid-in capital |
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68,385 |
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68,109 |
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Accumulated deficit |
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(24,483 |
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(23,899 |
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Accumulated other comprehensive loss |
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(95 |
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(37 |
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Total stockholders equity |
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43,827 |
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44,193 |
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Total liabilities and stockholders equity |
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$ |
57,697 |
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$ |
60,356 |
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# # # #