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 1, 2007
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 |
(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 November 1, 2007, Netlist, Inc. (the Company) issued a press release announcing the Companys results of operations for the third quarter ended September 29, 2007. 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
Number |
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Description |
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99.1 |
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Press Release, dated November 1, 2007. |
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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: November 1, 2007 |
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 November 1, 2007 at 4:05 PM EDT
Contact: |
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Allen & Caron Inc |
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Nita Moritz |
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Jill Bertotti (investors) |
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Chief Financial Officer |
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jill@allencaron.com |
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Netlist, Inc. |
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Len Hall (media) |
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(949) 435-0025 |
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len@allencaron.com |
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(949) 474-4300 |
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IRVINE, CA (November 1, 2007) . . . Netlist, Inc. (NASDAQ: NLST) today reported financial results for the third quarter and nine months ended September 29, 2007.
Revenues for this years third quarter were $27.2 million compared to $43.5 million for the third quarter ended September 30, 2006. While revenues did rebound from the $12.8 million recorded in this years second quarter, impacts of the decline in the DRAM market and the related decline in demand from certain OEM customers continued to impact pricing and business levels as compared to last years third quarter. Gross margin for this years third quarter was 15.3 percent compared to16.0 percent in the year-earlier period.
Chief Executive Officer Chuck Hong said that some market stabilization in the DRAM market and resumption of certain OEM customer programs in the third quarter led to more active demand for Netlist products. He commented, While the business environment remains quite challenging, we are encouraged by the growing number of opportunities in the various memory module markets. We continue to invest in sales and marketing in order to take advantage of these opportunities and increase the number of OEM design-wins and qualifications. Our goal is to be engaged in many more programs simultaneously to reduce the lumpiness of quarter-to-quarter revenue levels that we are currently experiencing.
Net loss for this years third quarter was $657,000, or a $0.03 loss per diluted share, compared to net income in last years third quarter of $1.8 million, or $0.12 per diluted share. Included in the net loss was a pre-tax charge for net inventory losses of $1.5 million. Fully diluted weighted-average shares outstanding for this years third quarter was 19,689,000, compared to 15,401,000 in the corresponding prior year period. The increase was due to the Companys initial public offering (IPO) in November 2006. These results include stock-based compensation expense in the 2007 third quarter of $312,000, compared to $300,000 in the prior year period.
Revenues for the first nine months of 2007 were $77.5 million, compared to $109.4 million for the nine months ended September 30, 2006. Gross margin for this years first nine months was 4.8 percent, compared with 14.1 percent in the prior year period. Revenues and gross margins for this years first nine months were adversely impacted by the well-publicized decline throughout 2007 in the DRAM market and the related decline in demand from OEM customers.
Net loss for the first nine months of 2007 was $7.2 million, or a $0.37 loss per diluted share, compared to net income for the year-earlier period of $3.1 million, or $0.21 per diluted share. Fully diluted weighted-average shares outstanding for this years first nine months was 19,655,000, compared to 15,248,000 in the prior year period. These results include stock-based compensation expense in the first nine months of 2007 of $934,000, compared to $447,000 in prior year period.
As of September 30, 2007, cash, cash equivalents and investments in marketable securities were $30.6 million, total assets were $68.3 million, working capital was $27.1 million, total long-term debt was $939,000, and stockholders equity was $44.0 million.
Outlook for the Fourth Quarter of 2007
The DRAM market conditions remain uncertain in the near term. The Company currently projects that its revenue for the fourth quarter again should exceed $20 million. 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
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 third quarter and nine months ended September 29, 2007. 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 switches. Netlist maintains its headquarters and manufacturing facilities in Irvine, California, 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; 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 28, 2007, quarterly report on Form 10-Q dated August 14, 2007, 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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Nine Months Ended |
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September 29, 2007 |
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September 30, 2006 |
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September 29, 2007 |
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September 30, 2006 |
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Net sales |
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$ |
27,194 |
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$ |
43,505 |
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$ |
77,543 |
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$ |
109,439 |
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Cost of sales(1) |
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23,027 |
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36,524 |
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73,850 |
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93,971 |
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Gross profit |
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4,167 |
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6,981 |
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3,693 |
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15,468 |
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Operating expenses: |
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Research and development(1) |
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1,256 |
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874 |
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3,801 |
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2,388 |
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Selling, general and administrative(1) |
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4,040 |
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2,583 |
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11,589 |
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6,494 |
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Total operating expenses |
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5,296 |
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3,457 |
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15,390 |
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8,882 |
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Operating income (loss) |
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(1,129 |
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3,524 |
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(11,697 |
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6,586 |
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Other income (expense): |
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Interest income (expense), net |
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142 |
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(565 |
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256 |
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(1,514 |
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Other expense, net |
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(33 |
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(87 |
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(28 |
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(82 |
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Total other income (expense), net |
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109 |
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(652 |
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228 |
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(1,596 |
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Income (loss) before provision (benefit) for income taxes |
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(1,020 |
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2,872 |
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(11,469 |
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4,990 |
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Provision (benefit) for income taxes |
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(363 |
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1,084 |
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(4,227 |
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1,896 |
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Net income (loss) |
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$ |
(657 |
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$ |
1,788 |
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$ |
(7,242 |
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$ |
3,094 |
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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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$ |
0.16 |
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$ |
(0.37 |
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$ |
0.28 |
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Diluted |
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$ |
(0.03 |
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$ |
0.12 |
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$ |
(0.37 |
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$ |
0.21 |
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Weighted-average common shares outstanding: |
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Basic |
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19,689 |
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11,235 |
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19,655 |
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11,072 |
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Diluted |
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19,689 |
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15,401 |
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19,655 |
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15,248 |
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(1) Amounts include stock-based compensation expense as follows:
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Cost of sales |
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$ |
53 |
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$ |
46 |
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$ |
161 |
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$ |
60 |
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Research and development |
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40 |
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49 |
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105 |
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71 |
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Selling, general and administrative |
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219 |
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205 |
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668 |
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316 |
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Netlist, Inc.
Unaudited Condensed Consolidated Balance Sheets
(in thousands)
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September 29, 2007 |
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December 30, 2006 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
6,450 |
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$ |
30,975 |
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Investments in marketable securities |
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16,079 |
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5,267 |
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Accounts receivable, net |
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16,338 |
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23,703 |
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Inventories |
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5,958 |
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19,473 |
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Deferred taxes |
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4,970 |
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1,054 |
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Prepaid expenses and other current assets |
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447 |
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988 |
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Total current assets |
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50,242 |
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81,460 |
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Property and equipment, net |
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8,071 |
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3,830 |
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Deferred taxes |
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1,237 |
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576 |
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Long-term investments in marketable securities |
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8,103 |
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1,502 |
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Other assets |
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690 |
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326 |
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Total assets |
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$ |
68,343 |
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$ |
87,694 |
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Current liabilities: |
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Accounts payable |
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$ |
9,221 |
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$ |
11,680 |
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Revolving line of credit |
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10,280 |
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19,238 |
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Current portion of long-term debt |
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829 |
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1,033 |
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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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Income taxes payable |
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552 |
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Accrued expenses and other current liabilities |
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2,739 |
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3,255 |
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Total current liabilities |
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23,187 |
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35,876 |
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Long-term debt, net of current portion |
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939 |
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1,230 |
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Deferred gain on sale and leaseback transaction, net of current portion |
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255 |
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344 |
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Total liabilities |
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24,381 |
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37,450 |
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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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67,653 |
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66,557 |
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Note receivable from stockholder |
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(1 |
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Accumulated deficit |
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(23,729 |
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(16,332 |
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Accumulated other comprehensive income |
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18 |
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Total stockholders equity |
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43,962 |
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50,244 |
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Total liabilities and stockholders equity |
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$ |
68,343 |
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$ |
87,694 |
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# # # #