SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 21, 2023
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|(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)
(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||
|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 February 21, 2023, Netlist, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the fourth quarter ended December 31, 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.
|99.1||Press Release of Netlist, Inc., dated February 21, 2023.|
|104||Cover Page Interactive Data File (embedded within the inline XBRL document)|
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: February 21, 2023||By:||/s/ Gail M. Sasaki|
|Gail M. Sasaki|
|Executive Vice President and Chief Financial Officer|
Netlist Reports Full Year and Fourth Quarter 2022 Results
IRVINE, CALIFORNIA, February 21, 2023 - Netlist, Inc. (OTCQB: NLST) today reported financial results for the full year and fourth quarter ended December 31, 2022.
|•||Full year net product sales increased by 58% to $161.6 million compared to $102.4 million for last year.|
|•||Full year product gross profit dollars increased by 34% to $11.9 million compared to $8.9 million for last year.|
“For the full year Netlist delivered strong revenue and product gross profit growth, reflecting a favorable memory market in the first half of 2022,” said Chief Executive Officer, C.K. Hong. “As we look to 2023 the demand for memory is expected to remain significantly weak, and this will impact our near-term performance. The campaign to fairly license Netlist’s intellectual property continues to advance and we look forward to the upcoming trials in Texas and in Germany.”
Net product sales for the fourth quarter ended December 31, 2022 were $21.7 million, compared to net product sales of $36.3 million for the fourth quarter ended January 1, 2022. Product gross profit for the fourth quarter ended December 31, 2022 was $1.6 million, compared to a product gross profit of $2.0 million for the fourth quarter ended January 1, 2022.
Net product sales for the full year ended December 31, 2022 were $161.6 million, compared to net product sales of $102.4 million for the full year ended January 1, 2022. Product gross profit for the full year ended December 31, 2022 was $11.9 million, compared to a product gross profit of $8.9 million for the full year ended January 1, 2022.
Net loss for the fourth quarter ended December 31, 2022 was ($12.9) million, or ($0.06) per share, compared to a net loss in the prior year period of ($8.2) million, or ($0.04) per share. These results include stock-based compensation expense of $0.9 million and $0.4 million for the quarters ended December 31, 2022 and January 1, 2022, respectively.
Net loss for the full year ended December 31, 2022 was ($33.4) million, or ($0.14) per share, compared to a net income in the prior year period of $4.8 million, or $0.02 per share. These results include stock-based compensation expense of $3.2 million and $1.6 million for the full years ended December 31, 2022 and January 1, 2022, respectively.
As of December 31, 2022, cash, cash equivalents and restricted cash was $43.6 million, total assets were $67.3 million, working capital was $25.8 million, total debt was $5.4 million, and stockholders’ equity was $27.2 million.
Conference Call Information
C.K. Hong, Chief Executive Officer, and Gail Sasaki, Chief Financial Officer, will host an investor conference call today, February 21, 2023 at 12:00 p.m. Eastern Time to review Netlist’s results for the fourth quarter ended December 31, 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.
Netlist provides high-performance memory solutions to enterprise customers in diverse industries. The Company's products are available in various capacities and form factors and its 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.
|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
|December 31,||January 1,|
|Cash and cash equivalents||$||25,011||$||47,679|
|Accounts receivable, net||8,242||12,727|
|Prepaid expenses and other current assets||1,308||1,126|
|Total current assets||63,847||88,002|
|Property and equipment, net||1,138||989|
|Operating lease right-of-use assets||2,043||1,891|
|LIABILITIES AND STOCKHOLDERS' EQUITY|
|Revolving line of credit||4,935||7,000|
|Accrued payroll and related liabilities||1,588||1,308|
|Accrued expenses and other current liabilities||2,635||632|
|Long-term debt due within one year||447||562|
|Total current liabilities||38,073||35,389|
|Operating lease liabilities||1,744||1,593|
|Commitments and contingencies|
|Additional paid-in capital||250,428||243,866|
|Total stockholders' equity||27,236||54,042|
|Total liabilities and stockholders' equity||$||67,323||$||91,176|
Netlist, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share amounts)
|Three Months Ended||Year Ended|
|December 31,||January 1,||December 31,||January 1,|
|Net product sales||$||21,655||$||36,346||$||161,637||$||102,355|
|Cost of sales(1)||20,054||34,323||149,745||93,458|
|Research and development(1)||2,945||2,019||10,624||7,241|
|Intellectual property legal fees||8,705||4,909||20,421||19,494|
|Selling, general and administrative(1)||2,918||3,140||14,347||10,779|
|Total operating expenses||14,568||10,068||45,392||37,514|
|Operating (loss) income||(12,967||)||(8,045||)||(33,500||)||11,383|
|Other income (expense), net:|
|Interest income (expense), net||19||(151||)||57||(568||)|
|Other income, net||—||2||74||643|
|Total other income (expense), net||19||(149||)||131||75|
|(Loss) income before provision for income taxes||(12,948||)||(8,194||)||(33,369||)||11,458|
|Provision for income taxes||—||26||1||6,627|
|Net (loss) income||$||(12,948||)||$||(8,220||)||$||(33,370||)||$||4,831|
|Earninngs (loss) per common share:|
|Weighted-average common shares outstanding:|
|(1) Amounts include stock-based compensation expense as follows:|
|Cost of sales||$||22||$||3||$||63||$||12|
|Research and development||229||132||903||570|
|Selling, general and administrative||599||283||2,248||998|
|Total stock-based compensation||$||850||$||418||$||3,214||$||1,580|