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): November 14, 2016

 

NETLIST, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware
(State or Other Jurisdiction of
Incorporation)

 

001-33170
(Commission
File Number)

 

95-4812784
(IRS Employer
Identification Number)

 

175 Technology Drive, Suite 150

Irvine, California 92618
(Address of Principal Executive Offices)

 

(949) 435-0025

(Registrant’s telephone number, including area code)

 

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 November 14, 2016  Netlist, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for the quarter ended October 1, 2016. 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

 

 

Number

 

Description

 

 

 

99.1

 

Press Release, dated November 14, 2016

 

2



 

SIGNATURE

 

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.

 

 

NETLIST, INC.

 

 

 

 

 

 

Date: November 14, 2016

By:

/s/ Gail M. Sasaki

 

 

Gail M. Sasaki

 

 

Vice President and Chief Financial Officer

 

3


Exhibit 99.1

 

 

NETLIST REPORTS THIRD QUARTER 2016 RESULTS

 

IRVINE, CALIFORNIA , November 14, 2016 - Netlist, Inc. (NASDAQ: NLST) today reported financial results for the third quarter ended October 1, 2016.

 

Revenues for the quarter ended October 1, 2016, were $2.6 million, up 60% from revenues of $1.6 million for the quarter ended September 26, 2015.  Gross profit for the quarter ended October 1, 2016, was $9,000, or 0.3% of revenues compared to a gross profit of $24,000, or 1.5% of revenues for the quarter ended September 26, 2015.

 

Net loss for the quarter ended October 1, 2016, was ($4.4) million, or ($0.08) loss per share, compared to a net loss in the prior year period of ($5.4) million, or ($0.11) loss per share.  These results include stock-based compensation expense of $0.3 million for the third quarter of 2016 and $0.4 million for the prior year period.

 

“During the third quarter we made significant progress in the execution of our strategic initiatives,” said C.K. Hong, Chief Executive Officer of Netlist. “In August we introduced our HybriDIMM™ storage class memory solution and remain on track to bring this innovative product to market next year.  In September we filed a complaint in the U.S. International Trade Commission against SK hynix for infringement of six of our patents covering billions of dollars of their high performance memory. In addition, we achieved year over year product revenue growth from a new base of OEM and data center customers.  We believe that our actions in the quarter have set the stage for growth and diversification as we enter 2017.”

 

As of October 1, 2016, cash and cash equivalents and restricted cash were $16.5 million, total assets were $23.2 million, working capital was $16.4 million, total debt, net of debt discounts, was $14.3 million, and stockholders’ equity was $3.0 million.

 

EBITDA and adjusted EBITDA are non-GAAP financial measures. These non-GAAP financial measures are described below under the heading “Note Regarding Use of Non-GAAP Financial Measures” and are reconciled to the most directly comparable GAAP financial measure net income (loss) below under the heading “Unaudited Schedule Reconciling GAAP Net Loss to Non-GAAP EBITDA and Adjusted EBITDA.” Adjusted EBITDA was ($3.8) million for the quarter ended October 1, 2016, compared to adjusted EBITDA of ($3.6) million for the prior year period.

 

Conference Call Information

 

C.K. Hong, Chief Executive Officer, and Gail Sasaki, Chief Financial Officer, will host an investor conference call today, November 14, 2016 at 5:00 p.m. Eastern Time to review the company’s results for the third quarter ended October 1, 2016.  The dial-in number for the call is 1-412-317-5443.  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, are 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 certain non-cash income or expense items that are not directly attributable to its core operating results. Netlist defines EBITDA as net income (loss) calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”), plus interest expense, net, plus provisions for income taxes, plus depreciation and plus amortization, and Netlist defines adjusted EBITDA as EBITDA plus stock-based compensation expense and plus (minus) other expense (income), net. Netlist expects to continue to incur expenses similar to the non-cash items added to or subtracted from net income (loss) to calculate EBITDA and adjusted EBITDA; accordingly, the exclusion of these items in the presentation of these non-GAAP financial measures should not be construed as an inference that these items are unusual, infrequent or non-recurring . Netlist’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measure net income (loss) 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 conformity with GAAP, and non-GAAP financial measures as reported by Netlist may not be comparable to similarly titled amounts reported by other companies.

 

About Netlist, Inc.

 

Netlist creates solutions that accelerate turning raw data into business insight. The company produces next generation persistent memory solutions that enable businesses to transact quicker, gain insight faster and reduce datacenter cost. Flagship products NVvault® and EXPRESSvault® accelerate system performance and provide mission critical fault tolerance.  HybriDIMM™, Netlist’s next-generation Storage Class Memory, lowers cost and improves performance of big data analytics and in-memory computing. The company holds a portfolio of patents, many seminal, in the area of hybrid memory, storage class memory, rank multiplication and load-reduction, among others. Netlist is part of the Russell Microcap® Index.  To learn more, visit www.netlist.com.

 

Safe Harbor Statement:

 

This news release contains forward-looking statements covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical facts that often address future events or the future performance of Netlist. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and is based on currently available market, operating, financial and competitive information and assumptions. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expected or projected, including, among others, changes in and uncertainty of customer acceptance of and demand for our existing products and technologies and our products under development; risks associated with the concentration of product sales among a limited number of customers; the success of product, licensing and joint development partnerships; continuing development, qualification and volume production of HybriDIMM™, EXPRESSvault™,  and NVvault®; the timing and magnitude of the continued decrease in our sales; our ability to leverage our NVvault® and EXPRESSvault™ technology in a more diverse customer base; our need to raise additional capital and our ability to obtain financing as and when necessary; the rapidly-changing nature of technology in our industry; risks associated with intellectual property, including patent infringement litigation against us as well as the costs and unpredictability of litigation over infringement of our intellectual property and the possibility of our patents being reexamined or reviewed by the United States Patent and Trademark Office and the Patent Trial and Appeal Board; volatility in the pricing of components of our products; uncertainty of and/or delays in product orders and product qualifications; delays in our and our customers’ product releases and development; introductions of new products by competitors; changes in end-user demand for technology solutions; our ability to attract and retain skilled personnel; our reliance

 



 

on suppliers of critical components and vendors in the supply chain; evolving industry standards; the political and regulatory environment in the People’s Republic of China; and general economic and market conditions. Other risks and uncertainties are described in our annual report on Form 10-K filed on March 4, 2016, and subsequent filings with the U.S. Securities and Exchange Commission we make from time to time, including our quarterly reports on Form 10-Q. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

(Tables Follow)

 

For more information, please contact:

 

 

 

Brainerd Communicators, Inc.

Netlist, Inc.

Mike Smargiassi or Jenny Perales

Gail M. Sasaki

NLST@braincomm.com

Chief Financial Officer

(212) 986-6667

(949) 435-0025

 



 

Netlist, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

 

 

 

(unaudited)

 

(audited)

 

 

 

October 1,

 

January 2,

 

 

 

2016

 

2016

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

15,394

 

$

19,684

 

Restricted cash

 

1,100

 

400

 

Accounts receivable, net

 

1,119

 

716

 

Inventories

 

2,992

 

1,658

 

Prepaid expenses and other current assets

 

1,834

 

1,739

 

Total current assets

 

22,439

 

24,197

 

 

 

 

 

 

 

Property and equipment, net

 

694

 

408

 

Other assets

 

73

 

61

 

Total assets

 

$

23,206

 

$

24,666

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

4,201

 

$

3,299

 

Accrued payroll and related liabilities

 

894

 

1,243

 

Accrued expenses and other current liabilities

 

293

 

340

 

Deferred revenue

 

 

6,857

 

Accrued engineering charges

 

500

 

500

 

Notes payable and capital lease obligation, current

 

183

 

13

 

Total current liabilities

 

6,071

 

12,252

 

Convertible promissory note, net of debt discount, and accrued interest

 

14,112

 

13,699

 

Capital lease obligation, long term

 

23

 

 

Long-term warranty liability

 

27

 

49

 

Total liabilities

 

20,233

 

26,000

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity (deficit):

 

 

 

 

 

Preferred stock

 

 

 

Common stock

 

61

 

50

 

Additional paid-in capital

 

143,615

 

132,011

 

Accumulated deficit

 

(140,703

)

(133,395

)

Total stockholders’ equity (deficit)

 

2,973

 

(1,334

)

Total liabilities and stockholders’ equity (deficit)

 

$

23,206

 

$

24,666

 

 



 

Netlist, Inc.

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

October 1,

 

September 26,

 

October 1,

 

September 26,

 

 

 

2016

 

2015

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

 

Net product sales

 

$

2,589

 

$

1,617

 

$

7,260

 

$

5,160

 

Non-recurring engineering revenues

 

 

 

6,857

 

 

Total net revenues

 

2,589

 

1,617

 

14,117

 

5,160

 

Cost of sales(1)

 

2,580

 

1,593

 

6,996

 

4,332

 

Gross profit

 

9

 

24

 

7,121

 

828

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development(1)

 

1,463

 

1,449

 

4,940

 

4,369

 

Intellectual property legal fees

 

409

 

899

 

2,255

 

6,679

 

Selling, general and administrative(1)

 

2,398

 

1,710

 

6,822

 

5,213

 

Total operating expenses

 

4,270

 

4,058

 

14,017

 

16,261

 

Operating loss

 

(4,261

)

(4,034

)

(6,896

)

(15,433

)

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(159

)

(447

)

(428

)

(1,416

)

Other income (expense), net

 

19

 

(889

)

17

 

667

 

Total other expense, net

 

(140

)

(1,336

)

(411

)

(749

)

Loss before provision for income taxes

 

(4,401

)

(5,370

)

(7,307

)

(16,182

)

Provision for income taxes

 

 

 

1

 

1

 

Net loss

 

$

(4,401

)

$

(5,370

)

$

(7,308

)

$

(16,183

)

Net loss per common share:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.08

)

$

(0.11

)

$

(0.14

)

$

(0.33

)

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

52,454

 

50,354

 

51,301

 

48,471

 

 


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

 

Cost of sales

 

$

14

 

$

11

 

$

42

 

$

37

 

Research and development

 

73

 

123

 

263

 

461

 

Selling, general and administrative

 

246

 

240

 

789

 

795

 

Total stock-based compensation expense

 

$

333

 

$

374

 

$

1,094

 

$

1,293

 

 



 

Netlist, Inc.

Unaudited Schedule Reconciling GAAP Net Loss to Non-GAAP EBITDA and Adjusted EBITDA

(in thousands)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

October 1,

 

September 26,

 

October 1,

 

September 26,

 

 

 

2016

 

2015

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

 

GAAP net loss

 

$

(4,401

)

$

(5,370

)

$

(7,308

)

$

(16,183

)

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

159

 

447

 

428

 

1,416

 

Provision for income taxes

 

 

 

1

 

1

 

Depreciation and amortization

 

84

 

30

 

210

 

312

 

EBITDA (loss)

 

(4,158

)

(4,893

)

(6,669

)

(14,454

)

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

333

 

374

 

1,094

 

1,293

 

Other expense (income), net

 

(19

)

889

 

(17

)

(667

)

Adjusted EBITDA (loss)

 

$

(3,844

)

$

(3,630

)

$

(5,592

)

$

(13,828

)