0001282631
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NETLIST INC
0001282631
2022-08-02
2022-08-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
August 2, 2022
Date of Report (Date of earliest event
reported):
NETLIST, INC.
(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) |
111 Academy, Suite 100
Irvine, California 92617
(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 August 2, 2022, Netlist, Inc. (the “Company”)
issued a press release announcing the Company’s financial results for the second quarter ended July 2, 2022. 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.
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: August 2, 2022 |
By: |
/s/ Gail M. Sasaki |
| |
|
Gail M. Sasaki |
| |
|
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Netlist Reports Second Quarter 2022 Results
IRVINE, CALIFORNIA, August 2, 2022 - Netlist, Inc.
(OTCQB: NLST) today reported financial results for the second quarter ended July 2, 2022.
Second Quarter 2022 Highlights:
| • | Net product sales more than doubled to $55.4 million compared
to $24.4 million for last year’s quarter. |
| • | Product gross profit dollars increased by 66%. Product gross
profit was $4.7 million compared to $2.9 million for last year’s quarter. |
“Netlist delivered another quarter of strong product
revenue and gross profit growth,” said Chief Executive Officer, C.K. Hong. “We continue to benefit from strategic supply
relationships and an expanding customer base. Intellectual property enforcement actions are making steady progress, and we remain
committed to the fair licensing of our unique technologies.”
Net product sales for the second quarter ended July 2, 2022 were
$55.4 million, compared to net product sales of $24.4 million for the second quarter ended July 3, 2021 and $50.2 million in the
most recent quarter. Product gross profit for the second quarter ended July 2, 2022 was $4.7 million, compared to a product gross
profit of $2.9 million for the second quarter ended July 3, 2021 and $3.4 million for the most recent quarter.
Total net sales for the second quarter ended July 2, 2022
was $55.4 million, compared to total net sales of $64.4 million for the second quarter ended July 3, 2021. Net loss for the second quarter ended July 2, 2022 was
($5.0) million, or ($0.02) per share, compared to a net income in the prior year period of $27.8 million, or $0.12 per diluted
share. These results include stock-based compensation expense of $0.8 million and $0.4 million for the quarters ended July 2,
2022 and July 3, 2021, respectively.
As of July 2, 2022, cash, cash equivalents and restricted cash
was $60.6 million, total assets were $99.6 million, working capital was $46.3 million, total debt was $8.2 million, and stockholders’
equity was $47.9 million.
Conference Call Information
C.K. Hong, Chief Executive Officer, and Gail Sasaki, Chief Financial
Officer, will host an investor conference call today, August 2, 2022 at 12:00 p.m. Eastern Time to review Netlist’s results
for the second quarter ended July 2, 2022. 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 solid state drives and modular memory
solutions to enterprise customers in diverse industries. The Company's NVMe™ SSDs in various capacities and form factors and the
line of custom and specialty memory products bring industry-leading performance to server and storage appliance customers and cloud service
providers. Netlist licenses its portfolio of intellectual property including patents, in server memory, hybrid memory and storage class
memory, to companies that implement Netlist's technology. 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. The military conflict between
Russia and Ukraine may increase the likelihood of supply interruptions. 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 1,
2022, 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)
| | |
(unaudited) | | |
| |
| | |
July 2, | | |
January 1, | |
| | |
2022 | | |
2022 | |
| ASSETS | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 40,465 | | |
$ | 47,679 | |
| Restricted cash | |
| 20,100 | | |
| 10,800 | |
| Accounts receivable, net | |
| 12,328 | | |
| 12,727 | |
| Inventories | |
| 21,857 | | |
| 15,670 | |
| Prepaid expenses and other current assets | |
| 1,018 | | |
| 1,126 | |
| Total current assets | |
| 95,768 | | |
| 88,002 | |
| | |
| | | |
| | |
| Property and equipment, net | |
| 1,180 | | |
| 989 | |
| Operating lease right-of-use assets | |
| 2,369 | | |
| 1,891 | |
| Other assets | |
| 319 | | |
| 294 | |
| Total assets | |
$ | 99,636 | | |
$ | 91,176 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 38,309 | | |
$ | 25,887 | |
| Revolving line of credit | |
| 8,019 | | |
| 7,000 | |
| Accrued payroll and related liabilities | |
| 1,430 | | |
| 1,308 | |
| Accrued expenses and other current liabilities | |
| 1,485 | | |
| 632 | |
| Long-term debt due within one year | |
| 189 | | |
| 562 | |
| Total current liabilities | |
| 49,432 | | |
| 35,389 | |
| Operating lease liabilities | |
| 1,932 | | |
| 1,593 | |
| Other liabilities | |
| 356 | | |
| 152 | |
| Total liabilities | |
| 51,720 | | |
| 37,134 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders' equity: | |
| | | |
| | |
| Preferred stock | |
| — | | |
| — | |
| Common stock | |
| 232 | | |
| 231 | |
| Additional paid-in capital | |
| 248,563 | | |
| 243,866 | |
| Accumulated deficit | |
| (200,879 | ) | |
| (190,055 | ) |
| Total stockholders' equity | |
| 47,916 | | |
| 54,042 | |
| Total liabilities and stockholders' equity | |
$ | 99,636 | | |
$ | 91,176 | |
Netlist, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share amounts)
| | |
Three Months Ended | | |
Six Months Ended | |
| | |
July 2, | | |
July 3, | | |
July 2, | | |
July 3, | |
| | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| Net product sales | |
$ | 55,358 | | |
$ | 24,363 | | |
$ | 105,558 | | |
$ | 39,260 | |
| License fee | |
| — | | |
| 40,000 | | |
| — | | |
| 40,000 | |
| Net sales | |
| 55,358 | | |
| 64,363 | | |
| 105,558 | | |
| 79,260 | |
| Cost of sales(1) | |
| 50,610 | | |
| 21,498 | | |
| 97,447 | | |
| 34,894 | |
| Gross profit | |
| 4,748 | | |
| 42,865 | | |
| 8,111 | | |
| 44,366 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development(1) | |
| 2,672 | | |
| 2,060 | | |
| 5,129 | | |
| 3,184 | |
| Intellectual property legal fees | |
| 3,313 | | |
| 3,837 | | |
| 6,139 | | |
| 6,124 | |
| Selling, general and administrative(1) | |
| 3,724 | | |
| 3,092 | | |
| 7,662 | | |
| 5,049 | |
| Total operating expenses | |
| 9,709 | | |
| 8,989 | | |
| 18,930 | | |
| 14,357 | |
| Operating (loss) income | |
| (4,961 | ) | |
| 33,876 | | |
| (10,819 | ) | |
| 30,009 | |
| Other (expense) income, net: | |
| | | |
| | | |
| | | |
| | |
| Interest income (expense), net | |
| 15 | | |
| (145 | ) | |
| 4 | | |
| (292 | ) |
| Other (expense) income, net | |
| (6 | ) | |
| 645 | | |
| (8 | ) | |
| 643 | |
| Total other (expense) income, net | |
| 9 | | |
| 500 | | |
| (4 | ) | |
| 351 | |
| (Loss) income before provision for income taxes | |
| (4,952 | ) | |
| 34,376 | | |
| (10,823 | ) | |
| 30,360 | |
| Provision for income taxes | |
| — | | |
| 6,600 | | |
| 1 | | |
| 6,601 | |
| Net (loss) income | |
$ | (4,952 | ) | |
$ | 27,776 | | |
$ | (10,824 | ) | |
$ | 23,759 | |
| | |
| | | |
| | | |
| | | |
| | |
| Earninngs (loss) per common share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.02 | ) | |
$ | 0.13 | | |
$ | (0.05 | ) | |
$ | 0.11 | |
| Diluted | |
$ | (0.02 | ) | |
$ | 0.12 | | |
$ | (0.05 | ) | |
$ | 0.10 | |
| Weighted-average common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 231,298 | | |
| 215,706 | | |
| 230,922 | | |
| 210,693 | |
| Diluted | |
| 231,298 | | |
| 235,176 | | |
| 230,922 | | |
| 229,305 | |
| | |
| | | |
| | | |
| | | |
| | |
| (1) Amounts include stock-based compensation expense as follows: | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Cost of sales | |
$ | 16 | | |
$ | 4 | | |
$ | 19 | | |
$ | 7 | |
| Research and development | |
| 215 | | |
| 168 | | |
| 391 | | |
| 278 | |
| Selling, general and administrative | |
| 559 | | |
| 207 | | |
| 1,062 | | |
| 432 | |
| Total stock-based compensation | |
$ | 790 | | |
$ | 379 | | |
$ | 1,472 | | |
$ | 717 | |