0001282631 false NETLIST INC 0001282631 2021-11-02 2021-11-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


November 2, 2021

Date of Report (Date of earliest event reported):







(Exact name of registrant as specified in its charter)


Delaware   001-33170   95-4812784
(State or other jurisdiction of   (Commission   (IRS Employer
incorporation)   File Number)   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:


¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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, par value $0.001 per share   NLST   None


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨


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. ¨







Item 2.02. Results of Operations and Financial Condition.


On November 2, 2021, Netlist, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the third quarter ended October 2, 2021. A copy of the press release is attached hereto as Exhibit 99.1.


The information in this Current Report on Form 8-K, including 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.


Number   Description
99.1   Press Release of Netlist, Inc., dated November 2, 2021.
104   Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)







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:  November 2, 2021 By: /s/ Gail M. Sasaki
    Gail M. Sasaki
    Vice President and Chief Financial Officer




Exhibit 99.1


Netlist Reports Third Quarter 2021 Results


IRVINE, CALIFORNIA, November 2, 2021 - Netlist, Inc. (OTCQB: NLST) today reported financial results for the third quarter ended October 2, 2021.


Revenue for the third quarter ended October 2, 2021 was $26.7 million which was up 162% year over year. Net loss for the third quarter ended October 2, 2021 was ($10.7) million, or loss per share of ($0.05), compared to a net loss in the prior year’s period of ($2.1) million, or a loss per share of ($0.01). These results include stock-based compensation expense of $0.4 million for the quarter ended October 2, 2021 and $0.2 million for the quarter ended September 26, 2020.


As of October 2, 2021, cash, cash equivalents and restricted cash was $73.2 million, total assets were $98.9 million, working capital was $47.2 million, total debt and accrued interest, net of debt discount, was $21.2 million, and stockholders’ equity was $47.9 million.


“Third quarter revenue more than doubled compared to the prior year period, while investments in sales, research and development, and legal activities tempered bottom line results. The recent summary judgement in the case against Samsung was a major victory for Netlist. We look forward to the hearing on November 10th in the case against Google which will address the question of intervening rights,” said Netlist’s Chief Executive Officer, C.K. Hong.


Conference Call Information


C.K. Hong, Chief Executive Officer, and Gail Sasaki, Chief Financial Officer, will host an investor conference call today, November 2, 2021 at 12:00 p.m. Eastern Time to review Netlist’s results for the third quarter 2021. The live webcast and archived replay of the call can be accessed for 90 days in the Investors section of Netlist’s website at www.netlist.com.


About Netlist


Netlist provides high-performance SSDs and modular memory subsystems to enterprise customers in diverse industries. The Company's NVMe™ SSD portfolio provides industry-leading performance offered in multiple capacities and form factors. Netlist also manufactures a line of specialty and legacy memory products to storage customers, appliance customers, system builders and cloud and datacenter customers. Netlist holds a portfolio of patents in the areas of server memory, hybrid memory, storage class memory, rank multiplication and load reduction. To learn more, visit www.netlist.com.





Safe Harbor Statement


This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical facts and often address future events or Netlist's future performance. Forward-looking statements contained in this news release include statements about Netlist's ability to execute on its strategic initiatives. All forward-looking statements reflect management's present expectations regarding future events and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in or implied by any forward-looking statements. These risks, uncertainties and other factors include, among others: risks related to Netlist's plans for its intellectual property, including its strategies for monetizing, licensing, expanding, and defending its patent portfolio; risks associated with patent infringement litigation initiated by Netlist, or by others against Netlist, as well as the costs and unpredictability of any such litigation; risks associated with Netlist's product sales, including the market and demand for products sold by Netlist and its ability to successfully develop and launch new products that are attractive to the market; the success of product, joint development and licensing partnerships; the competitive landscape of Netlist's industry; and general economic, political and market conditions, including quarantines, factory slowdowns or shutdowns, and travel restrictions resulting from the COVID-19 pandemic. All forward-looking statements reflect management's present assumptions, expectations and beliefs regarding future events and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in or implied by any forward-looking statements. These and other risks and uncertainties are described in Netlist's annual report on Form 10-K for its most recently completed fiscal year filed on March 26, 2021, and the other filings it makes with the U.S. Securities and Exchange Commission from time to time, including any subsequently filed quarterly and current reports. In light of these risks, uncertainties and other factors, these forward-looking statements should not be relied on as predictions of future events. These forward-looking statements represent Netlist's assumptions, expectations and beliefs only as of the date they are made, and except as required by law, Netlist undertakes no obligation to revise or update any forward-looking statements for any reason.


(Tables Follow)


For more information, please contact:


The Plunkett Group Netlist, Inc.
Mike Smargiassi Gail M. Sasaki
NLST@theplunkettgroup.com Chief Financial Officer
(212) 739-6729 (949) 435-0025





Netlist, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands)
    October 2,     January 2,  
    2021     2021  
Current assets:                
Cash and cash equivalents   $ 62,282     $ 13,326  
Restricted cash     10,900       3,200  
Accounts receivable, net     4,758       4,680  
Inventories     19,387       3,198  
Prepaid expenses and other current assets     729       514  
Total current assets     98,056       24,918  
Property and equipment, net     425       182  
Operating lease right-of-use assets     165       114  
Other assets     282       58  
Total assets   $ 98,928     $ 25,272  
Current liabilities:                
Accounts payable   $ 28,164     $ 5,327  
Revolving line of credit     4,487       3,678  
Accrued payroll and related liabilities     1,116       806  
Accrued expenses and other current liabilities     424       777  
Long-term debt due within one year     16,692       17,056  
Total current liabilities     50,883       27,644  
Long-term debt           146  
Other liabilities     131       102  
Total liabilities     51,014       27,892  
Commitments and contingencies                
Stockholders' equity (deficit):                
Preferred stock            
Common stock     226       195  
Additional paid-in capital     229,523       192,071  
Accumulated deficit     (181,835 )     (194,886 )
Total stockholders' equity (deficit)     47,914       (2,620 )
Total liabilities and stockholders' equity (deficit)   $ 98,928     $ 25,272  





Netlist, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share amounts)
    Three Months Ended     Nine Months Ended  
    October 2,     September 26,     October 2,     September 26,  
    2021     2020     2021     2020  
Net product sales   $ 26,749     $ 10,212     $ 66,009     $ 35,749  
License fee                 40,000        
Net sales     26,749       10,212       106,009       35,749  
Cost of sales(1)     24,241       8,875       59,135       30,477  
Gross profit     2,508       1,337       46,874       5,272  
Operating expenses:                                
Research and development(1)     2,038       731       5,222       2,083  
Intellectual property legal fees     8,461       784       14,585       2,257  
Selling, general and administrative(1)     2,590       1,816       7,639       5,994  
Total operating expenses     13,089       3,331       27,446       10,334  
Operating (loss) income     (10,581 )     (1,994 )     19,428       (5,062 )
Other (expense) income, net:                                
Interest expense, net     (125 )     (139 )     (417 )     (437 )
Other (expense) income, net     (2 )     3       641       (2 )
Total other (expense) income, net     (127 )     (136 )     224       (439 )
(Loss) income before provision for income taxes     (10,708 )     (2,130 )     19,652       (5,501 )
Provision for income taxes                 6,601       1  
Net (loss) income   $ (10,708 )   $ (2,130 )   $ 13,051     $ (5,502 )
(Loss) earnings per share:                                
Basic   $ (0.05 )   $ (0.01 )   $ 0.06     $ (0.03 )
Diluted   $ (0.05 )   $ (0.01 )   $ 0.06     $ (0.03 )
Weighted-average common shares outstanding:                                
Basic     224,020       192,257       215,135       179,154  
Diluted     224,020       192,257       235,862       179,154  
(1)  Amounts include stock-based compensation expense as follows:                                
Cost of sales   $ 2     $ 1     $ 9     $ 8  
Research and development     160       63       438       154  
Selling, general and administrative     283       148       715       420  
Total stock-based compensation   $ 445     $ 212     $ 1,162     $ 582