Intevac (IVAC) 10-Q 2020 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM

10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 27, 2020

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto

Commission file number

0-26946

INTEVAC, INC.

(Exact name of registrant as specified in its charter)

Delaware	94-3125814
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

3560 Bassett Street

Santa Clara, California 95054

(Address of principal executive office, including Zip Code)

Registrant’s telephone number, including area code: (408)

986-9888

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 ($0.001 par value)	IVAC	The Nasdaq Stock Market LLC (Nasdaq) Global Select

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    

☒

  Yes    

☐

  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    

☒

  Yes    

☐

  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

 12b-2

of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		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.    

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

 12b-2

of the Act).    

☐

Yes    

☒

    No

On July 28, 2020, 23,635,197 shares of the Registrant’s Common Stock, $0.001 par value, were outstanding.

INTEVAC, INC.

INDEX

No.		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets		3
	Condensed Consolidated Statements of Operations		4
	Condensed Consolidated Statements of Comprehensive Income (Loss)		5
	Condensed Consolidated Statements of Cash Flows		6
	Notes to Condensed Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		31
Item 4.	Controls and Procedures		32
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		33
Item  1A.	Risk Factors		33
Item  2.	Unregistered Sales of Equity Securities and Use of Proceeds		39
Item  3.	Defaults upon Senior Securities		39
Item  4.	Mine Safety Disclosures		39
Item  5.	Other Information		40
Item  6.	Exhibits		40
SIGNATURES			41

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

INTEVAC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 27, 2020			December 28, 2019
	(Unaudited)
	(In thousands, except par value)
ASSETS
Current assets:
Cash and cash equivalents	$	23,944		$	19,767
Short-term investments		14,435			16,720
Trade and other accounts receivable, net of allowances of $0 at both June 27, 2020 and at December 28, 2019		28,957			28,619
Inventories		22,210			24,907
Prepaid expenses and other current assets		1,853			1,504
Total current assets		91,399			91,517
Long-term investments		5,604			5,537
Restricted cash		787			787
Property, plant and equipment, net		11,897			11,598
Operating lease right-of-use-assets		9,302			10,279
Intangible assets, net of accumulated amortization of $8,373 at June 27, 2020 and $8,113 at December 28, 2019		14			274
Deferred income taxes and other long-term assets		5,826			6,330
Total assets	$	124,829		$	126,322
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current operating lease liabilities	$	2,709		$	2,524
Accounts payable		5,135			4,199
Accrued payroll and related liabilities		6,316			6,488
Other accrued liabilities		3,916			3,593
Customer advances		433			4,007
Total current liabilities		18,509			20,811
Noncurrent liabilities:
Noncurrent operating lease liabilities		8,228			9,532
Other long-term liabilities		437			186
Total noncurrent liabilities		8,665			9,718
Stockholders’ equity:
Common stock, $0.001 par value		24			23
Additional paid-in capital		190,266			188,290
Treasury stock, 5,087 shares at June 27, 2020 and 4,989 shares at December 28, 2019		(29,551	)		(29,158	)
Accumulated other comprehensive income		402			424
Accumulated deficit		(63,486	)		(63,786	)
Total stockholders’ equity		97,655			95,793
Total liabilities and stockholders’ equity	$	124,829		$	126,322

Note: Amounts as of December 28, 2019 are derived from the December 28, 2019 audited consolidated financial statements.

See accompanying notes to the condensed consolidated financial statements.

3

INTEVAC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended					Six Months Ended
	June 27, 2020		June 29, 2019			June 27, 2020		June 29, 2019
	(Unaudited)
	(In thousands, except per share amounts)
Net revenues:
Systems and components	$	22,725	$	17,237		$	36,561	$	38,874
Technology development		6,117		5,077			11,121		8,267
Total net revenues		28,842		22,314			47,682		47,141
Cost of net revenues:
Systems and components		13,812		10,462			21,579		25,560
Technology development		3,610		3,495			6,526		5,984
Total cost of net revenues		17,422		13,957			28,105		31,544
Gross profit		11,420		8,357			19,577		15,597
Operating expenses:
Research and development		3,707		3,431			6,991		7,417
Selling, general and administrative		5,609		5,854			11,581		11,105
Total operating expenses		9,316		9,285			18,572		18,522
Income (loss) from operations		2,104		(928	)		1,005		(2,925	)
Interest income and other income (expense), net		62		163			204		322
Income (loss) before provision for income taxes		2,166		(765	)		1,209		(2,603	)
Provision for income taxes		642		417			909		971
Net income (loss)	$	1,524	$	(1,182	)	$	300	$	(3,574	)
Net income (loss) per share:
Basic	$	0.06	$	(0.05	)	$	0.01	$	(0.16	)
Diluted	$	0.06	$	(0.05	)	$	0.01	$	(0.16	)
Weighted average common shares outstanding:
Basic		23,561		22,991			23,522		22,923
Diluted		23,906		22,991			23,953		22,923

See accompanying notes to the condensed consolidated financial statements.

4

INTEVAC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Three Months Ended					Six Months Ended
	June 27, 2020		June 29, 2019			June 27, 2020			June 29, 2019
	(Unaudited)
	(In thousands)
Net income (loss)	$	1,524	$	(1,182	)	$	300		$	(3,574	)
Other comprehensive income (loss), before tax:
Change in unrealized net gain on available-for-sale investments		51		32			53			77
Foreign currency translation gains (losses)		20		(61	)		(75	)		—
Other comprehensive income (loss), before tax		71		(29	)		(22	)		77
Income taxes related to items in other comprehensive income (loss)		—		—			—			—
Other comprehensive income (loss), net of tax		71		(29	)		(22	)		77
Comprehensive income (loss)	$	1,595	$	(1,211	)	$	278		$	(3,497	)

See accompanying notes to the condensed consolidated financial statements.

5

INTEVAC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended
	June 27, 2020				June 29, 2019
	(Unaudited)
	(In thousands)
Operating activities
Net income (loss)	$	300			$	(3,574	)
Adjustments to reconcile the net income (loss) to net cash and cash equivalents provided by operating activities:
Depreciation and amortization		1,797				1,920
Net amortization (accretion) of investment premiums and discounts		(26	)			(34	)
Equity-based compensation		1,328				1,509
Straight-line rent adjustment and amortization of lease incentives		(142	)			(158	)
Change in the fair value of acquisition-related contingent consideration		—				7
Deferred income taxes		426				517
Loss on disposal of fixed assets		—				45
Changes in operating assets and liabilities		(148	)			776
Total adjustments		3,235				4,582
Net cash and cash equivalents provided by operating activities		3,535				1,008
Investing activities
Purchases of investments		(12,213	)			(10,150	)
Proceeds from sales and maturities of investments		14,510		��		14,961
Purchases of leasehold improvements and equipment		(1,837	)			(1,398	)
Net cash and cash equivalents provided by investing activities		460				3,413
Financing activities
Net proceeds from issuance of common stock		994				1,021
Common stock repurchases		(393	)			(42	)
Taxes paid related to net share settlement		(345	)			(268	)
Payment of acquisition-related contingent consideration		—				(230	)
Net cash and cash equivalents provided by financing activities		256				481
Effect of exchange rate changes on cash and cash equivalents		(74	)			—
Net increase in cash, cash equivalents and restricted cash		4,177				4,902
Cash, cash equivalents and restricted cash at beginning of period		20,554				19,884
Cash, cash equivalents and restricted cash at end of period	$	24,731			$	24,786
Non-cash investing and financing activity
Additions to right-of-use-assets obtained from new operating lease liabilities	$	128			$	—

See accompanying notes to the condensed consolidated financial statements.

6

INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Description of Business, Basis of Presentation and Significant Accounting Policy

Description of Business

Intevac, Inc. (together with its subsidiaries “Intevac,” the “Company” or “we”) is a provider of vacuum deposition equipment for a wide variety of thin-film applications, and a leading provider of digital night-vision technologies and products to the defense industry. The Company leverages its core capabilities in high-volume manufacturing of small substrates to provide process manufacturing equipment solutions to the hard disk drive (“HDD”), display cover panel (“DCP”), and photovoltaic (“PV”) solar cell industries. Intevac also provides sensors, cameras and systems for government applications such as night vision. Intevac’s customers include manufacturers of hard disk media, DCPs and solar cells as well as the U.S. government and its agencies, allies and contractors. Intevac reports two segments: Thin-film Equipment (“TFE”) and Photonics.

COVID-19

Update

In March 2020, the World Health Organization characterized the coronavirus

(“COVID-19”)

a pandemic, and the President of the United States declared the

COVID-19

outbreak a national emergency. The rapid spread of the pandemic and the continuously evolving responses to combat it have had an increasingly negative impact on the global economy. In view of the rapidly changing business environment, unprecedented market volatility and heightened degree of uncertainty resulting from

COVID-19,

we are currently unable to fully determine its future impact on our business. However, we are monitoring the progression of the pandemic and its potential effect on our financial position, results of operations, and cash flows. Our factory in Singapore was given notice by the Singapore government to suspend all

on-site

activities on April 27, 2020. We appealed this notice and were provided an exemption on May 14, 2020. We were temporarily required to limit the number of employees on site at our Singapore factory, but these restrictions were lifted on June 2, 2020.

Basis of Presentation

In the opinion of management, the unaudited interim condensed consolidated financial statements of Intevac included herein have been prepared on a basis consistent with the December 28, 2019 audited consolidated financial statements and include all material adjustments, consisting of normal recurring adjustments, necessary to fairly present the information set forth therein. Intevac’s results of operations for the three and six months ended June 27, 2020 are not necessarily indicative of future operating results.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates.

Significant Accounting Policy

Government Grants and Credits

The Company generally records grants from governmental agencies related to income as a reduction in operating expense. Grants are recognized when there is reasonable assurance that the Company will comply with the conditions attached to the grant arrangement and the grant will be received. Reimbursements of eligible expenditures pursuant to government assistance programs are recorded as reductions of operating costs when the related costs have been incurred and there is reasonable assurance regarding collection of the claim. Grant claims not settled by the balance sheet date are recorded as receivables, provided their receipt is reasonably assured. The determination of the amount of the claim, and accordingly the receivable amount, requires management to make calculations based on its interpretation of eligible expenditures in accordance with the terms of the programs. The reimbursement claims submitted by the Company are subject to review by the relevant government agencies. In Singapore, Intevac receives government assistance under the Job Support Scheme (“JSS”). During the quarter ended June 27, 2020, the Company received $310,000 in JSS grants, of which $180,000 is reported as a reduction of cost of net revenues, $49,000 is reported as a reduction of research and development (“R&D”) expenses and $81,000 is reported as a reduction of selling, general and administrative expenses on the condensed consolidated statements of operations.

7

INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

2. Revenue

The following tables represent a disaggregation of revenue from contracts with customers for the three and six months ended June 27, 2020 and June 29, 2019 along with the reportable segment for each category.

Major Products and Service Lines

TFE	Three Months Ended June 27, 2020								Three Months Ended June 29, 2019
	(In thousands)
	HDD		DCP		PV		Total		HDD		DCP		PV		Total
Systems, upgradesand spare parts	$	15,226	$	—	$	61	$	15,287	$	12,423	$	—	$	18	$	12,441
Field service		1,306		—		2		1,308		821		2		—		823
Total TFE net revenues	$	16,532	$	—	$	63	$	16,595	$	13,244	$	2	$	18	$	13,264

	Six Months Ended June 27, 2020								Six Months Ended June 29, 2019
	(In thousands)
	HDD		DCP		PV		Total		HDD		DCP		PV		Total
Systems, upgrades and spare parts	$	21,587	$	—	$	269	$	21,856	$	23,473	$	—	$	6,391	$	29,864
Field service		2,699		—		2		2,701		2,343		2		—		2,345
Total TFE net revenues	$	24,286	$	—	$	271	$	24,557	$	25,816	$	2	$	6,391	$	32,209

	Three Months Ended				Six Months Ended
Photonics	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
	(In thousands)
Products:
Military products	$	5,446	$	2,981	$	10,811	$	4,794
Commercial products		39		182		118		500
Repair and other services		645		810		1,075		1,371
Total Photonics product net revenues		6,130		3,973		12,004		6,665
Technology development:
Firm Fixed Price (“FFP”)		5,462		3,085		9,892		4,777
Cost Plus Fixed Fee (“CPFF”)		655		1,992		1,229		3,488
Time and materials		—		—		—		2
Total technology development net revenues		6,117		5,077		11,121		8,267
Total Photonics net revenues	$	12,247	$	9,050	$	23,125	$	14,932

Primary Geographical Markets

	Three Months Ended						Three Months Ended
	June 27, 2020						June 29, 2019
	(In thousands)
	TFE		Photonics		Total		TFE		Photonics		Total
United States	$	313	$	12,125	$	12,438	$	356	$	8,811	$	9,167
Asia		16,282		—		16,282		12,908		—		12,908
Europe		—		122		122		—		239		239
Total net revenues	$	16,595	$	12,247	$	28,842	$	13,264	$	9,050	$	22,314

8

INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

	Six Months Ended						Six Months Ended
	June 27, 2020						June 29, 2019
	(In thousands)
	TFE		Photonics		Total		TFE		Photonics		Total
United States	$	832	$	22,981	$	23,813	$	517	$	14,527	$	15,044
Asia		23,725		—		23,725		31,692		—		31,692
Europe		—		144		144		—		405		405
Total net revenues	$	24,557	$	23,125	$	47,682	$	32,209	$	14,932	$	47,141

Timing of Revenue Recognition

	Three Months Ended						Three Months Ended
	June 27, 2020						June 29, 2019
	(In thousands)
	TFE		Photonics		Total		TFE		Photonics		Total
Products transferred at a point in time	$	16,595	$	645	$	17,240	$	13,264	$	810	$	14,074
Products and services transferred over time		—		11,602		11,602		—		8,240		8,240
	$	16,595	$	12,247	$	28,842	$	13,264	$	9,050	$	22,314

	Six Months Ended						Six Months Ended
	June 27, 2020						June 29, 2019
	(In thousands)
	TFE		Photonics		Total		TFE		Photonics		Total
Products transferred at a point in time	$	24,557	$	1,075	$	25,632	$	32,209	$	1,371	$	33,580
Products and services transferred over time		—		22,050		22,050		—		13,561		13,561
	$	24,557	$	23,125	$	47,682	$	32,209	$	14,932	$	47,141

The following table reflects the changes in our contract assets, which we classify as accounts receivable, unbilled or retainage, and our contract liabilities, which we classify as deferred revenue and customer advances, for the six months ended June 27, 2020:

	June 27, 2020		December 28, 2019		Six Months Change
	(In thousands)
TFE:
Contract assets:
Accounts receivable, unbilled	$	560	$	760	$	(200	)
Contract liabilities:
Deferred revenue	$	464	$	320	$	144
Customer advances		433		4,007		(3,574	)
	$	897	$	4,327	$	(3,430	)
Photonics:
Contract assets:
Accounts receivable, unbilled	$	574	$	3,210	$	(2,636	)
Retainage		121		99		22
	$	695	$	3,309	$	(2,614	)
Contract liabilities:
Deferred revenue	$	1,259	$	—	$	1,259

9

INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Accounts receivable, unbilled in our TFE segment represents a contract asset for revenue that has been recognized in advance of billing the customer. For our system and certain upgrade sales, our TFE customers generally pay in 3 installments, with a portion of the system price billed upon receipt of an order, a portion of the price billed upon shipment, and the balance of the price due upon completion of installation and acceptance of the system at the customer’s factory. Accounts receivable, unbilled in our TFE segment generally represents the balance of the system price that is due upon completion of installation and acceptance, less the amount that has been deferred as revenue for the performance of the installation tasks. During the six months ended June 27, 2020, contract assets in our TFE segment decreased by $200,000 primarily due to the subsequent invoicing of certain unbilled spare parts revenue at December 28, 2019.

Customer advances in our TFE segment generally represent a contract liability for amounts billed to the customer prior to transferring goods. The Company has elected to use the practical expedient to disregard the effect of the time value of money in a significant financing component when its payment terms are less than one year. These contract advances are liquidated when revenue is recognized. Deferred revenue in our TFE segment generally represents a contract liability for amounts billed to a customer for completed systems at the customer site that are undergoing installation and acceptance testing where transfer of control has not yet occurred, as Intevac does not yet have a demonstrated history of meeting the acceptance criteria upon the customer’s receipt of product. During the six months ended June 27, 2020, we recognized revenue in our TFE segment of $4.0 million and $55,000 that was included in customer advances and deferred revenue, respectively, at the beginning of the period.

Accounts receivable, unbilled in our Photonics segment represents a contract asset for revenue that has been recognized in advance of billing the customer, which is common for contracts in the defense industry. In our Photonics segment, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., monthly) or upon achievement of contractual milestones. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. Our contracts with the U.S. government may also contain retainage provisions. Retainage represents a contract asset for the portion of the contract price earned by us for work performed, but held for payment by the U.S. government as a form of security until satisfactory completion of the contract. The retainage is billable upon completion of the contract performance and approval of final indirect expense rates by the government. During the six months ended June 27, 2020, contract assets in our Photonics segment decreased by $2.6 million primarily due to the billing of contractual milestones, offset in part by the accrual of revenue for incurred costs under FFP and CPFF contracts.

Deferred revenue in our Photonics segment generally represents a contract liability for amounts billed to the customer upon achievement of contractual milestones. These amounts are liquidated when revenue is recognized.

On June 27, 2020, we had $69.0 million of remaining performance obligations, which we also refer to as backlog. Backlog at June 27, 2020 consisted of $14.6 million of TFE backlog and $54.4 million of Photonics backlog. We expect to recognize approximately 49% of our remaining performance obligations as revenue in 2020, 26% in 2021, 17% in 2022 and 8% in 2023.

3. Inventories

Inventories are stated at the lower of average cost or net realizable value and consist of the following:

	June 27, 2020		December 28, 2019
	(In thousands)
Raw materials	$	11,280	$	15,286
Work-in-progress		4,363		4,748
Finished goods		6,567		4,873
	$	22,210	$	24,907

Net inventories at June 27, 2020 and December 28, 2019 included one VERTEX SPECTRA system for DCP under evaluation in a customer’s factory and one MATRIX PVD system for advance semiconductor packaging under evaluation in a customer’s factory. Net inventories at June 27, 2020 also included one VERTEX SPECTRA system for DCP at Intevac’s factory pending delivery to a customer for evaluation.

10

INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

4. Equity-Based Compensation

At June 27, 2020, Intevac had equity-based awards outstanding under the 2020 Equity Incentive Plan, the 2012 Equity Incentive Plan and the 2004 Equity Incentive Plan (together, the “Plans”) and the 2003 Employee Stock Purchase Plan (the “ESPP”). Intevac’s stockholders approved all of these plans. The Plans permit the grant of incentive or

non-statutory

stock options, performance-based stock options (“PSOs”), restricted stock, stock appreciation rights, restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”) and performance shares.

The ESPP provides that eligible employees may purchase Intevac’s common stock through payroll deductions at a price equal to 85% of the lower of the fair market value at the entry date of the applicable offering period or at the end of each applicable purchase interval. Offering periods are generally two years in length, and consist of a series of

six-month

purchase intervals. Eligible employees may join the ESPP at the beginning of any

six-month

purchase interval. Under the terms of the ESPP, employees can choose to have up to 15% of their base earnings withheld to purchase Intevac common stock. Beginning August 1, 2020, under the terms of the ESPP, employees can choose to have up to 50% of their base earnings withheld to purchase Intevac common stock (not to exceed $25,000 per year).

Compensation Expense

The effect of recording equity-based compensation for the three and six months ended June 27, 2020 and June 29, 2019 was as follows:

	Three Months Ended				Six Months Ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
	(In thousands)
Equity-based compensation by type of award:
Stock options	$	149	$	191	$	364	$	398
RSUs		450		352		816		642
Employee stock purchase plan		57		210		148		469
Total equity-based compensation	$	656	$	753	$	1,328	$	1,509

Stock Options and ESPP

The fair value of stock options and ESPP awards is estimated at the grant date using the Black-Scholes option valuation model. The determination of fair value of stock options and ESPP awards on the date of grant using an option-pricing model is affected by Intevac’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and actual employee stock option exercise behavior. Intevac accounts for forfeitures as they occur, rather than estimating expected forfeitures.

Option activity as of June 27, 2020 and changes during the six months ended June 27, 2020 were as follows:

	Shares			Weighted-Average Exercise Price
Options outstanding at December 28, 2019		2,096,610		$	6.63
Options granted		6,000		$	4.88
Options cancelled and forfeited		(13,742	)	$	5.80
Options exercised		(51,097	)	$	4.69
Options outstanding at June 27, 2020		2,037,771		$	6.68
Options exercisable at June 27, 2020		1,541,989		$	6.78

Intevac issued 189,833 shares of common stock under the ESPP during the six months ended June 27, 2020.

1

1

INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Intevac estimated the weighted-average fair value of stock options and ESPP purchase rights using the following weighted-average assumptions:

	Three Months Ended					Six Months Ended
	June 27, 2020		June 29, 2019			June 27, 2020			June 29, 2019
Stock Options:
Weighted-average fair value of grants per share		—	$	2.05		$	1.82		$	2.06
Expected volatility		—		43.19	%		46.06	%		43.20	%
Risk-free interest rate		—		1.86	%		0.44	%		1.88	%
Expected term of options (in years)		—		4.6			4.39			4.6
Dividend yield		NaN		NaN			NaN			NaN

	Six Months Ended
	June 27, 2020			June 29, 2019
ESPP Purchase Rights:
Weighted-average fair value of grants per share	$	1.66		$	1.89
Expected volatility		36.69	%		50.00	%
Risk-free interest rate		1.56	%		2.53	%
Expected term of purchase rights (in years)		0.5			1.0
Dividend yield		NaN			NaN

The computation of the expected volatility assumptions used in the Black-Scholes calculations for new stock option grants and ESPP purchase rights is based on the historical volatility of Intevac’s stock price, measured over a period equal to the expected term of the stock option grant or purchase right. The risk-free interest rate is based on the yield available on U.S. Treasury Strips with an equivalent remaining term. The expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding and was determined based on historical experience of similar awards, giving consideration to the contractual terms of the equity-based awards and vesting schedules. The expected term of purchase rights represents the period of time remaining in the current offering period. The dividend yield assumption is based on Intevac’s history of not paying dividends and the assumption of not paying dividends in the future.

Performance-based stock options (“PSOs”) vest upon the achievement of certain market conditions (our stock performance) during a set performance period (typically 4 years) subject to the grantee’s continued service with Intevac through the date the applicable market condition is achieved. The fair value is based on the values calculated using a Monte Carlo simulation model on the grant date. Compensation cost is not adjusted in future periods for subsequent changes in the expected outcome of market related conditions. The compensation expense is recognized over the derived service period. We granted 37,500 of such stock options to the Chief Executive Officer in the three months ended June 29, 2019. These PSOs have a derived service period of 1.1 years.

Intevac estimated the weighted-average fair value of PSOs using the following weighted-average assumptions:

	Three Months Ended
	June 29, 2019
Weighted-average fair value of grants per share	$	1.75
Expected volatility		43.43	%
Risk-free interest rate		1.96	%
Expected term (in years)		4.6
Dividend yield		NaN

1

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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

RSUs

RSU activity as of June 27, 2020 and changes during the six months ended June 27, 2020 were as follows:

	Shares			Weighted - Average Grant Date Fair Value
Non-vested RSUs at December 28, 2019		553,355		$	6.15
Granted		584,289		$	4.72
Vested		(212,848	)	$	6.54
Cancelled and forfeited		(6,304	)	$	6.13
Non-vested RSUs at June 27, 2020		918,492		$	5.15

Time-based RSUs are converted into shares of Intevac common stock upon vesting on a

one-for-one

basis. Time-based RSUs typically are scheduled to vest over four years. Vesting of time-based RSUs is subject to the grantee’s continued service with Intevac. The compensation expense related to these awards is determined using the fair market value of Intevac common stock on the date of the grant, and the compensation expense is recognized over the vesting period.

In May 2020, we granted 109,465 performance-based restricted stock units (“PRSUs”) to members of our senior management. The PRSUs were issued collectively in four separate tranches with individual

one-year

performance periods beginning in May 2020, 2021, 2022 and 2023, respectively. Vesting of the PRSUs is based on the performance of our common stock relative to the performance of a peer group. The fair value of each PRSU award was estimated on the date of grant using a Monte Carlo simulation. PRSU activity is included in the above RSU tables. At the end of each performance measurement period, the Compensation Committee will determine the achievement against the performance objectives. Any earned PRSU awards will vest 100% after the end of the applicable performance measurement period.

Intevac estimated the weighted-average fair value of PRSUs using the following weighted-average assumptions:

	Three Months Ended
	June 27, 2020
Weighted-average fair value of grants per share	$	3.16
Expected volatility		46.7	%
Risk-free interest rate		0.25	%
Dividend yield		NaN

5. Purchased Intangible Assets

Details of finite-lived intangible assets by segment as of June 27, 2020, are as follows:

	June 27, 2020
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(In thousands)
TFE	$	7,172	$	(7,172	)	$	—
Photonics		1,215		(1,201	)		14
	$	8,387	$	(8,373	)	$	14

Total amortization expense of finite-lived intangibles for the three and six months ended June 27, 2020 was $106,000 and $260,000, respectively.

As of June 27, 2020, future amortization expense is expected to be as follows:

(In thousands)
2020	$	14

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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

6. Acquisition-Related Contingent Consideration

In connection with the acquisition of Solar Implant Technologies, Inc. (“SIT”), Intevac agreed to pay to the selling shareholders in cash a revenue earnout on Intevac’s net revenues from commercial sales of certain products over a specified period up to an aggregate of $9.0 million. The earnout period terminated on June 30, 2019. There is no remaining contingent consideration obligation associated with the earnout agreement at June 27, 2020. The following table represents a reconciliation of the change in the fair value measurement of the contingent consideration liability for the three and six months ended June 29, 2019:

	Three Months End			Six Months End
	June 29, 2019			June 29, 2019
	(In thousands)
Opening balance	$	132		$	223
Changes in fair value		—			7
Cash payments made		(132	)		(230	)
Closing balance	$	—		$	—

7. Warranty

Intevac provides for the estimated cost of warranty when revenue is recognized. Intevac’s warranty is subject to contract terms and, for its HDD manufacturing, DCP manufacturing and solar cell manufacturing systems, the warranty typically ranges between 12 and 24 months from customer acceptance. During this warranty period any defective

non-consumable

parts are replaced and installed at no charge to the customer. Intevac uses estimated repair or replacement costs along with its historical warranty experience to determine its warranty obligation. The provision for the estimated future costs of warranty is based upon historical cost and product performance experience. Intevac exercises judgment in determining the underlying estimates.

On the condensed consolidated balance sheets, the short-term portion of the warranty provision is included in other accrued liabilities, while the long-term portion is included in other long-term liabilities. The expense associated with product warranties issued or adjusted is included in cost of net revenues on the condensed consolidated statements of operations.

The following table displays the activity in the warranty provision account for the three and six months ended June 27, 2020 and June 29, 2019:

	Three Months Ended						Six Months Ended
	June 27, 2020			June 29, 2019			June 27, 2020			June 29, 2019
	(In thousands)
Opening balance	$	725		$	1,297		$	1,022		$	997
Expenditures incurred under warranties		(189	)		(257	)		(308	)		(424	)
Accruals for product warranties issued during the reporting period		135			78			159			402
Adjustments to previously existing warranty accruals		(9	)		(170	)		(211	)		(27	)
Closing balance	$	662		$	948		$	662		$	948

The following table displays the balance sheet classification of the warranty provision account at June 27, 2020 and at December 28, 2019.

	June 27,		December 28,
	2020		2019
	(In thousands)
Other accrued liabilities	$	487	$	846
Other long-term liabilities		175		176
Total warranty provision	$	662	$	1,022

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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

8. Guarantees

Officer and Director Indemnifications

As permitted or required under Delaware law and to the maximum extent allowable under that law, Intevac has certain obligations to indemnify its current and former officers and directors for certain events or occurrences while the officer or director is, or was, serving at Intevac’s request in such capacity. These indemnification obligations are valid as long as the director or officer acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The maximum potential amount of future payments Intevac could be required to make under these indemnification obligations is unlimited; however, Intevac has a director and officer insurance policy that mitigates Intevac’s exposure and enables Intevac to recover a portion of any future amounts paid. As a result of Intevac’s insurance policy coverage, Intevac believes the estimated fair value of these indemnification obligations is not material.

Other Indemnifications

As is customary in Intevac’s industry, many of Intevac’s contracts provide remedies to certain third parties such as defense, settlement, or payment of judgments for intellectual property claims related to the use of its products. Such indemnification obligations may not be subject to maximum loss clauses. Historically, payments made related to these indemnifications have been immaterial.

Letters of Credit

As of June 27, 2020, we had letters of credit and bank guarantees outstanding totaling $787,000, including the standby letter of credit outstanding under the Santa Clara, California facility lease and various other guarantees with our bank. These letters of credit and bank guarantees are collateralized by $787,000 of restricted cash.

9. Cash, Cash Equivalents and Investments

Cash and cash equivalents, short-term investments and long-term investments consist of:

	June 27, 2020
	Amortized Cost		Unrealized Holding Gains		Unrealized Holding Losses		Fair Value
	(In thousands)
Cash and cash equivalents:
Cash	$	19,185	$	—	$	—	$	19,185
Money market funds		4,759		—		—		4,759
Total cash and cash equivalents	$	23,944	$	—	$	—	$	23,944
Short-term investments:
Certificates of deposit	$	5,200	$	10	$	1	$	5,209
Commercial paper		1,897		2		—		1,899
Corporate bonds and medium-term notes		3,846		33		1		3,878
U.S. treasury and agency securities		3,448		1		—		3,449
Total short-term investments	$	14,391	$	46	$	2	$	14,435
Long-term investments:
Certificates of deposit	$	1,000	$	—	$	—	$	1,000
Corporate bonds and medium-term notes		2,056		9		—		2,065
U.S. treasury and agency securities		2,496		43		—		2,539
Total long-term investments	$	5,552	$	52	$	—	$	5,604
Total cash, cash equivalents, and investments	$	43,887	$	98	$	2	$	43,983

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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

	December 28, 2019
	Amortized Cost		Unrealized Holding Gains		Unrealized Holding Losses		Fair Value
	(in thousands)
Cash and cash equivalents:
Cash	$	16,512	$	—	$	—	$	16,512
Money market funds		3,255		—		—		3,255
Total cash and cash equivalents	$	19,767	$	—	$	—	$	19,767
Short-term investments:
Certificates of deposit	$	3,000	$	1	$	—	$	3,001
Commercial paper		1,891		2		—		1,893
Corporate bonds and medium-term notes		6,383		25		—		6,408
U.S. treasury and agency securities		5,417		1		—		5,418
Total short-term investments	$	16,691	$	29	$	—	$	16,720
Long-term investments:
Certificates of deposit	$	499	$	1	$	—	$	500
Corporate bonds and medium-term notes		2,530		12		—		2,542
U.S. treasury and agency securities		2,494		1		—		2,495
Total long-term investments	$	5,523	$	14	$	—	$	5,537
Total cash, cash equivalents, and investments	$	41,981	$	43	$	—	$	42,024

The contractual maturities of

available-for-sale

securities at June 27, 2020 are presented in the following table.

	Amortized Cost		Fair Value
	(In thousands)
Due in one year or less	$	19,150	$	19,194
Due after one through five years		5,552		5,604
	$	24,702	$	24,798

The following table provides the fair market value of Intevac’s investments with unrealized losses that are not deemed to be other-than temporarily impaired as of June 27, 2020.

	June 27, 2020
	In Loss Position for Less than 12 Months				In Loss Position for Greater than 12 Months
	Fair Value		Gross  Unrealized Losses		Fair Value		Gross  Unrealized Losses
	(In thousands)
Certificates of deposit	$	2,199	$	1	$	—	$	—
Corporate bonds and medium-term notes		1,027		1		—		—
	$	3,226	$	2	$	—	$	—

All prices for the fixed maturity securities including U.S. treasury and agency securities, certificates of deposit, commercial paper, corporate bonds, asset backed securities and municipal bonds are received from independent pricing services utilized by Intevac’s outside investment manager. This investment manager performs a review of the pricing methodologies and inputs utilized by the independent pricing services for each asset type priced by the vendor. In addition, on at least an annual basis, the investment manager conducts due diligence visits and interviews with each pricing vendor to verify the inputs utilized for each asset class. The due diligence visits include a review of the procedures performed by each vendor to ensure that pricing evaluations are representative of the price that would be received to sell a security in an orderly transaction. Any pricing where the input is based solely on a broker price is deemed to be a Level 3 price. Intevac uses the pricing data obtained from its outside investment manager as the primary input to make its assessments and determinations as to the ultimate valuation of the above-mentioned securities and has not made, during the periods presented, any material adjustments to such inputs.

1

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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

The following table represents the fair value hierarchy of Intevac’s

available-for-sale

securities measured at fair value on a recurring basis as of June 27, 2020.

	Fair Value Measurements at June 27, 2020
	Total		Level 1		Level 2
	(In thousands)
Recurring fair value measurements:
Available-for-sale securities
Money market funds	$	4,759	$	4,759	$	—
U.S. treasury and agency securities		5,988		5,988		—
Certificates of deposit		6,209		—		6,209
Commercial paper		1,899		—		1,899
Corporate bonds and medium-term notes		5,943		—		5,943
Total recurring fair value measurements	$	24,798	$	10,747	$	14,051

10. Derivative Instruments

The Company uses foreign currency forward contracts to mitigate variability in gains and losses generated from the

re-measurement

of certain monetary assets and liabilities denominated in foreign currencies and to offset certain operational exposures from the impact of changes in foreign currency exchange rates. These derivatives are carried at fair value with changes recorded in interest income and other income (expense), net in the condensed consolidated statements of operations. Changes in the fair value of these derivatives are largely offset by

re-measurement

of the underlying assets and liabilities. Cash flows from such derivatives are classified as operating activities. The derivatives have maturities of approximately 30 days.

The following table summarizes the Company’s outstanding derivative instruments on a gross basis as recorded in its condensed consolidated balance sheets as of June 27, 2020 and December 28, 2019.

	Notional Amounts				Derivative Liabilities
Derivative Instrument	June 27, 2020		December 28, 2019		June 27, 2020				December 28, 2019
					Balance Sheet Line		Fair Value		Balance Sheet Line		Fair Value
	(In thousands)
Undesignated Hedges:
Forward Foreign Currency Contracts	$	574	$	1,035		*	$	2		*	$	4
Total Hedges	$	574	$	1,035			$	2			$	4

* Other accrued liabilities

11. Equity

Stock Repurchase Program

On November 21, 2013, Intevac’s Board of Directors approved a stock repurchase program authorizing up to $30.0 million in repurchases. On August 15, 2018, Intevac’s Board of Directors approved a $10.0 million increase to the original stock repurchase program for an aggregate authorized amount of up to $40.0 million. At June 27, 2020, $10.4 million remains available for future stock repurchases under the repurchase program.

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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

The following table summarizes Intevac’s stock repurchases:

	Three Months Ended				Six Months Ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
	(In thousands, except per share amounts)
Shares of common stock repurchased		—		9		98		9
Cost of stock repurchased	$	—	$	42	$	393	$	42
Average price paid per share	$	—	$	4.69	$	3.97	$	4.69

Intevac records treasury stock purchases under the cost method using the

first-in,

first-out

(FIFO) method. Upon reissuance of treasury stock, amounts in excess of the acquisition cost are credited to additional

paid-in

capital. If Intevac reissues treasury stock at an amount below its acquisition cost and additional

paid-in

capital associated with prior treasury stock transactions is insufficient to cover the difference between the acquisition cost and the reissue price, this difference is recorded against accumulated deficit.

Condensed Consolidated Statement of Changes in Equity

The changes in stockholders’ equity by component for the three and six months ended June 27, 2020 and June 29, 2019, are as follows (in thousands):

	Three months ended June 27, 2020
	Common Stock and Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income		Accumulated Deficit			Total Stockholders’ Equity
Balance at March 28, 2020	$	189,899		$	(29,551	)	$	331	$	(65,010	)	$	95,669
Common stock issued under employee plans		44			—			—		—			44
Shares withheld for net share settlement of RSUs		(309	)		—			—		—			(309	)
Equity-based compensation expense		656			—			—		—			656
Net income		—			—			—		1,524			1,524
Other comprehensive income		—			—			71		—			71
Balance at June 27, 2020	$	190,290		$	(29,551	)	$	402	$	(63,486	)	$	97,655

	Six months ended June 27, 2020
	Common Stock and Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income			Accumulated Deficit			Total Stockholders’ Equity
Balance at December 28, 2019	$	188,313		$	(29,158	)	$	424		$	(63,786	)	$	95,793
Common stock issued under employee plans		994			—			—			—			994
Shares withheld for net share settlement of RSUs		(345	)		—			—			—			(345	)
Equity-based compensation expense		1,328			—			—			—			1,328
Net income		—			—			—			300			300
Other comprehensive loss		—			—			(22	)		—			(22	)
Common stock repurchases		—			(393	)		—			—			(393	)
Balance at June 27, 2020	$	190,290		$	(29,551	)	$	402		$	(63,486	)	$	97,655

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

	Three months ended June 29, 2019
	Common Stock and Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income			Accumulated Deficit			Total Stockholders’ Equity
Balance at March 30, 2019	$	184,976		$	(29,047	)	$	484		$	(67,326	)	$	89,087
Shares withheld for net share settlement of RSUs		(240	)		—			—			—			(240	)
Equity-based compensation expense		753			—			—			—			753
Net loss		—			—			—			(1,182	)		(1,182	)
Other comprehensive loss		—			—			(29	)		—			(29	)
Common stock repurchases		—			(42	)		—			—			(42	)
Balance at June 29, 2019	$	185,489		$	(29,089	)	$	455		$	(68,508	)	$	88,347

	Six months ended June 29, 2019
	Common Stock and Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income		Accumulated Deficit			Total Stockholders’ Equity
Balance at December 29, 2018	$	183,227		$	(29,047	)	$	378	$	(64,934	)	$	89,624
Common stock issued under employee plans		1,021			—			—		—			1,021
Shares withheld for net share settlement of RSUs		(268	)		—			—		—			(268	)
Equity-based compensation expense		1,509			—			—		—			1,509
Net loss		—			—			—		(3,574	)		(3,574	)
Other comprehensive income		—			—			77		—			77
Common stock repurchases		—			(42	)		—		—			(42	)
Balance at June 29, 2019	$	185,489		$	(29,089	)	$	455	$	(68,508	)	$	88,347

Accumulated Other Comprehensive Income

The changes in accumulated other comprehensive income by component for the three and six months ended June 27, 2020 and June 29, 2019, are as follows.

	Three Months Ended						Six Months Ended
	June 27, 2020
	Foreign currency		Unrealized holding gain s on available-for-sale investments		Total		Foreign currency			Unrealized holding gains on available-for-sale investments		Total
	(In thousands)
Beginning balance	$	286	$	45	$	331	$	381		$	43	$	424
Other comprehensive income (loss) before reclassification		20		51		71		(75	)		53		(22	)
Amounts reclassified from other comprehensive income		—		—		—		—			—		—
Net current-period other comprehensive income (loss)		20		51		71		(75	)		53		(22	)
Ending balance	$	306	$	96	$	402	$	306		$	96	$	402

 

1

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INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

	Three Months Ended								Six Months Ended
	June 29, 2019
	Foreign currency			Unrealized holding gains on available-for-sale investments		Total			Foreign currency		Unrealized holding gains (losses) on available-for-sale investments			Total
	(In thousands)
Beginning balance	$	466		$	18	$	484		$	405	$	(27	)	$	378
Other comprehensive income (loss) before reclassification		(61	)		32		(29	)		—		77			77
Amounts reclassified from other comprehensive income		—			—		—			—		—			—
Net current-period other comprehensive income (loss)		(61	)		32		(29	)		—		77			77
Ending balance	$	405		$	50	$	455		$	405	$	50		$	455

12. Net Income (Loss) Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share:

	Three Months Ended					Six Months Ended
	June 27, 2020		June 29, 2019			June 27, 2020		June 29, 2019
	(In thousands, except per share amounts)
Net income (loss)	$	1,524	$	(1,182	)	$	300	$	(3,574	)
Weighted-average shares – basic		23,561		22,991			23,522		22,923
Effect of dilutive potential common shares		345		—			431		—
Weighted-average shares – diluted		23,906		22,991			23,953		22,923
Net income (loss) per share – basic	$	0.06	$	(0.05	)	$	0.01	$	(0.16	)
Net income (loss) per share –diluted	$	0.06	$	(0.05	)	$	0.01	$	(0.16	)

The following potentially dilutive securities were excluded (as common stock equivalents) from the computation of diluted net income (loss) per share for the periods presented as their effect would have been antidilutive:

	Three Months Ended				Six Months Ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
	(In thousands)
Stock options to purchase common stock		1,596		2,211		1,596		2,211
RSUs		19		583		19		583
Employee stock purchase plan		2		64		2		64

13. Segment Reporting

Intevac’s 2 reportable segments are TFE and Photonics. Intevac’s chief operating decision-maker has been identified as the President and CEO, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Segment information is presented based upon Intevac’s management organization structure as of June 27, 2020 and the distinctive nature of each segment. Future changes to this internal financial structure may result in changes to the reportable segments disclosed.

Each reportable segment is separately managed and has separate financial results that are reviewed by Intevac’s chief operating decision-maker. Each reportable segment contains closely related products that are unique to the particular segment. Segment operating profit is determined based upon internal performance measures used by the chief operating decision-maker.

20

INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Intevac derives the segment results from its internal management reporting system. The accounting policies Intevac uses to derive reportable segment results are substantially the same as those used for external reporting purposes. Management measures the performance of each reportable segment based upon several metrics, including orders, net revenues and operating income. Management uses these results to evaluate the performance of, and to assign resources to, each of the reportable segments. Intevac manages certain operating expenses separately at the corporate level. Intevac allocates certain of these corporate expenses to the segments in an amount equal to 3% of net revenues. Segment operating income excludes interest income/expense and other financial charges and income taxes according to how a particular reportable segment’s management is measured. Management does not consider impairment charges, gains and losses on divestitures and sales of intellectual property, or unallocated costs in measuring the performance of the reportable segments.

The TFE segment designs, develops and markets vacuum process equipment solutions for high-volume manufacturing of small substrates with precise thin-film properties, such as for the hard drive, solar cell and DCP industries, as well as other adjacent thin-film markets.

The Photonics segment develops compact, cost-effective, high-sensitivity digital-optical products for the capture and display of

low-light

images. Intevac provides sensors, cameras and systems for government applications such as night vision.

Information for each reportable segment for the three and six months ended June 27, 2020 and June 29, 2019 is as follows:

Net Revenues

	Three Months Ended				Six Months Ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
	(In thousands)
TFE	$	16,595	$	13,264	$	24,557	$	32,209
Photonics		12,247		9,050		23,125		14,932
Total segment net revenues	$	28,842	$	22,314	$	47,682	$	47,141

Operating Income (Loss)

	Three Months Ended						Six Months Ended
	June 27, 2020			June 29, 2019			June 27, 2020			June 29, 2019
	(In thousands)
TFE	$	(174	)	$	(1,291	)	$	(2,705	)	$	(1,892	)
Photonics		3,536			1,487			6,448			846
Total income (loss) from segment operations		3,362			196			3,743			(1,046	)
Unallocated costs		(1,258	)		(1,124	)		(2,738	)		(1,879	)
Income (loss) from operations		2,104			(928	)		1,005			(2,925	)
Interest income and other income (expense), net		62			163			204			322
Income (loss) before provision for income taxes	$	2,166		$	(765	)	$	1,209		$	(2,603	)

21

INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Total assets for each reportable segment as of June 27, 2020 and December 28, 2019 are as follows:

Assets

	June 27, 2020		December 28, 2019
	(In thousands)
TFE	$	43,175	$	51,153
Photonics		26,622		22,071
Total segment assets		69,797		73,244
Cash, cash equivalents and investments		43,983		42,024
Restricted cash		787		787
Deferred income taxes		5,826		6,252
Other current assets		1,207		752
Common property, plant and equipment		1,414		1,307
Common operating lease right-of-use assets		1,815		1,898
Other assets		—		78
Consolidated total assets	$	124,829	$	126,322

14. Income Taxes

Intevac recorded income tax provisions of $642,000 and $909,000 for the three and six months ended June 27, 2020, respectively, and $417,000 and $971,000 for the three and six months ended June 29, 2019, respectively. The income tax provisions for these three and six month periods are based upon estimates of annual income (loss), annual permanent differences and statutory tax rates in the various jurisdictions in which Intevac operates. For the three and six month periods ended June 27, 2020 Intevac recorded income tax provisions on earnings of its international subsidiaries of $369,000 and $548,000, respectively, and recorded $272,000 and $373,000, respectively, for withholding taxes on royalties paid into the United States from Intevac’s Singapore subsidiary as discrete items. For the three and six month periods ended June 29, 2019, Intevac recorded income tax provisions on earnings of its international subsidiaries of $201,000 and $563,000, respectively, and recorded $213,000 and $404,000, respectively, for withholding taxes on royalties paid into the United States from Intevac’s Singapore subsidiary as discrete items. For all periods presented Intevac utilized net operating loss carry-forwards to offset the impact of global intangible

low-taxed

income (“GILTI”). Intevac’s tax rate differs from the applicable statutory rates due primarily to establishment of a valuation allowance, utilization of deferred and current credits and the effect of permanent differences and adjustments of prior permanent differences. Intevac’s future effective income tax rate depends on various factors, including the level of Intevac’s projected earnings, the geographic composition of worldwide earnings, tax regulations governing each region, net operating loss carry-forwards, availability of tax credits and the effectiveness of Intevac’s tax planning strategies. Management carefully monitors these factors and timely adjusts the effective income tax rate.

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted on March 27, 2020 in the United States. The CARES Act includes several significant provisions for corporations, including the usage of net operating losses and payroll benefits. Several foreign

(non-U.S.)

jurisdictions in which we operate have taken similar economic stimulus measures. The Company evaluated the provisions of the CARES Act and other

non-U.S.

economic measures and determined the impact on our financial position at June 27, 2020 and on the results of operations and cash flows for the three and six months then ended as well as anticipated future benefits for the remainder of fiscal 2020 to be as follows.

22

INTEVAC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Under the CARES Act, we have elected to defer payment, on an interest-free basis, of the employer portion of social security payroll taxes incurred from March 27, 2020 to December 31, 2020.

One-half

of such deferral amount will become due on each of December 31, 2021 and December 31, 2022. We elected to utilize this deferral program to delay payment of approximately $719,000 of the employer portion of payroll taxes estimated to be incurred between March 27, 2020 and December 31, 2020. The deferred payroll tax liability of $252,000 at June 27, 2020 is included in other long-term liabilities on the condensed consolidated balance sheets. The Company will also utilize the employee retention tax credit under the CARES Act for certain qualifying employee salary and wage expenditures. Tax benefits under the employee retention tax credit are not expected to be significant. Additionally, the CARES Act accelerates the timing of the refund for alternative minimum tax (“AMT”) credits. The entire balance of the income tax refund receivable of $157,000

was received in July 2020 and is included in trade and other accounts receivable at June 27, 2020 on the condensed consolidated balance sheets.

In Singapore, Intevac receives government assistance under the Job Support Scheme (“JSS”). The purpose of the JSS is to provide wage support to employers to help them retain their local employees. Under the JSS, Intevac expects to receive approximately $535,000 in JSS grants in fiscal 2020. During the quarter ended June 27, 2020, the Company received $310,000 in JSS grants, of which $180,000 is reported as a reduction of cost of net revenues, $49,000 is reported as a reduction of R&D expenses and $81,000 is reported as a reduction of selling, general and administrative expenses on the condensed consolidated statement of operations.

15. Contingencies

From time to time, Intevac may have certain contingent liabilities that arise in the ordinary course of its business activities. Intevac accounts for contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.

23

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form

10-Q

contains forward-looking statements, which involve risks and uncertainties. Words such as “believes,” “expects,” “anticipates” and the like indicate forward-looking statements. These forward-looking statements include comments related to Intevac’s expected shipments, revenue recognition, product costs, gross margin, operating expenses, interest income, income taxes, cash balances and financial results in 2020 and beyond; projected customer requirements for Intevac’s new and existing products, and when, and if, Intevac’s customers will place orders for these products; Intevac’s ability to proliferate its Photonics technology into major military programs and to develop and introduce commercial imaging products; the timing of delivery and/or acceptance of the systems and products that comprise Intevac’s backlog for revenue and the Company’s ability to achieve cost savings. Intevac’s actual results may differ materially from the results discussed in the forward-looking statements for a variety of reasons, including those set forth under “Risk Factors” and in other documents we file from time to time with the Securities and Exchange Commission, including our Annual Report on Form

10-K

filed on February 12, 2020, and our periodic reports on Form

10-Q

and current reports on Form

8-K.

Intevac’s trademarks include the following: “200 Lean

®

,” “DiamondClad

®

,” “DIAMOND DOG

®

,” “EBAPS

®

,” “ENERG

i

®

,” “LIVAR

®

,” “INTEVAC LSMA

®

,” “INTEVAC MATRIX

®

,” “MicroVista

®

,” “NightVista

®

,” “oDLC

®

,” “INTEVAC VERTEX

®

,” “VERTEX Marathon

®

,” and “VERTEX SPECTRA

®

.”

Overview

Intevac is a provider of vacuum deposition equipment for a wide variety of thin-film applications, and a leading provider of digital night-vision technologies and products to the defense industry. The Company leverages its core capabilities in high-volume manufacturing of small substrates to provide process manufacturing equipment solutions to the hard disk drive (“HDD”), display cover panel (“DCP”), and photovoltaic (“PV”) solar cell industries. Intevac also provides sensors, cameras and systems for government applications such as night vision. Intevac’s customers include manufacturers of hard disk media, DCPs and solar cells as well as the U.S. government and its agencies, allies and contractors. Intevac reports two segments: Thin-film Equipment (“TFE”) and Photonics.

Product development and manufacturing activities occur in North America and Asia. Intevac has field offices in Asia to support its TFE customers. Intevac’s products are highly technical and are sold primarily through Intevac’s direct sales force. Intevac also sells its products through distributors in Japan and China.

Intevac’s results are driven by a number of factors including success in its equipment growth initiatives in the DCP and solar markets and by worldwide demand for HDDs. Demand for HDDs depends on the growth in digital data creation and storage, the rate of areal density improvements, and the

end-user

demand for PCs, enterprise data storage, nearline “cloud” applications, video players and video game consoles that include such drives. Intevac continues to execute its strategy of equipment diversification into new markets by introducing new products, such as for a thin-film physical vapor deposition (“PVD”) application for protective coating for DCP manufacturing and a thin-film PVD application for PV solar cell manufacturing. Intevac believes that expansion into these markets will result in incremental equipment revenues for Intevac and decrease Intevac’s dependence on the HDD industry. Intevac’s equipment business is subject to cyclical industry conditions, as demand for manufacturing equipment and services can change depending on supply and demand for HDDs, cell phones and PV cells, as well as other factors such as global economic conditions and technological advances in fabrication processes.

The following table presents certain significant measurements for the three and six months ended June 27, 2020 and June 29, 2019:

	Three months ended								Six months ended
	June 27, 2020			June 29, 2019			Change over prior period		June 27, 2020			June 29, 2019			Change over prior period
	(In thousands, except percentages and per share amounts)
Net revenues	$	28,842		$	22,314		$	6,528	$	47,682		$	47,141		$	541
Gross profit	$	11,420		$	8,357		$	3,063	$	19,577		$	15,597		$	3,980
Gross margin percent		39.6	%		37.5	%		2.1 points		41.1	%		33.1	%		8.0 points
Income (loss) from operations	$	2,104		$	(928	)	$	3,032	$	1,005		$	(2,925	)	$	3,930
Net income (loss)	$	1,524		$	(1,182	)	$	2,706	$	300		$	(3,574	)	$	3,874
Net income (loss) per diluted share	$	0.06		$	(0.05	)	$	0.11	$	0.01		$	(0.16	)	$	0.17

24

Net revenues for the second quarter of fiscal 2020 increased compared to the same period in the prior year primarily due to higher equipment sales to HDD manufacturers, higher Photonics product sales and higher Photonics contract research and development (“R&D”). TFE recognized revenue on two 200 Lean

®

HDD systems in the second quarter of fiscal 2020 compared to one 200 LeanHDD system in the second quarter of fiscal 2019. The Company received $310,000 in government assistance related to

COVID-19

from the government of Singapore of which $180,000 was reported as a reduction of cost of net revenues, $49,000 was reported as a reduction of R&D expenses and $81,000 was reported as a reduction of selling, general and administrative expenses. The Company reported net income for the second quarter of fiscal 2020 compared to a net loss for the second quarter of 2019 due to higher revenues, higher gross profit and lower selling, general and administrative expenses, offset in part by increased spending on R&D.

Net revenues for the first six months of fiscal 2020 increased compared to the same period in the prior year primarily due to higher Photonics product sales and higher Photonics contract R&D, offset in part by lower equipment sales to PV manufacturers and lower equipment sales to HDD manufacturers. TFE recognized revenue in the first half of fiscal 2020 on two 200 LeanHDD systems compared to two 200 LeanHDD systems and four ENERG

i

solar ion implant systems in the first half of fiscal 2019. The Company reported net income for the first half of fiscal 2020 compared to net loss for the first half of 2019 due to higher revenues and higher gross profit and decreased spending on R&D, offset in part by higher selling, general and administrative expenses.

Intevac expects that HDD equipment sales will be down from 2019 levels as a HDD manufacturer took delivery of the two remaining 200 Lean HDD systems in backlog. In 2020, Intevac expects lower sales of new TFE products as we expect to convert one of the VERTEX systems under evaluation at a customer factory to revenue and obtain

follow-on

production orders for our VERTEX coating system for DCPs, but we expect a delay in a

follow-on

order for our solar ion implant ENERGi system. The second evaluation system at a customer factory is expected to convert to revenue in 2021. In 2020, we expect increased product revenue in Photonics as we continue to deliver product shipments of the Apache camera and the night-vision camera modules for the F35 Joint Strike Fighter (“JSF”) program. In 2020, we expect increased contract R&D revenue as development work continues on the multi-year IVAS contract award for the development and production of digital night-vision cameras to support the U.S. Army’s IVAS program. For fiscal 2020, Intevac expects that Photonics profits will be higher than for fiscal 2019 as Photonics results will reflect higher revenue levels.

The Impact of

COVID-19

We are unable to accurately predict the possible future effect of the

COVID-19

outbreak on the Company, which could be material to our 2020 results. Our customers may delay or cancel orders due to reduced demand, supply chain disruptions and/or travel restrictions and border closures. As the economic impact of the

COVID-19

pandemic becomes clearer as the year progresses, we could see significant changes to our operations. Our factories in California and Singapore remain open as both TFE and Photonics businesses are within the critical infrastructure sectors. We have also experienced pandemic-related delays in our TFE evaluation and development work. In response to

COVID-19,

we have implemented initiatives to safeguard our employees in this time of crisis. We have implemented work-from-home protocols and all employees that can do so are working remotely and will continue to do so until restrictions are lifted by the applicable authorities in the United States, Singapore and China. The Company has been providing a

bi-weekly

update to its Board of Directors highlighting the impacts of

COVID-19

on its employees, business and financial condition. The following discussion highlights how we are responding and the expected impacts of

COVID-19

on our business.

Essential Business

The Company’s priorities during the

COVID-19

pandemic have been to protect the health and safety of employees while keeping its manufacturing facilities open due to the essential nature of our products. Our factories in California and Singapore remain open as both TFE and Photonics businesses are within critical infrastructure sectors that are exempt from government-mandated closures.

On March 16, 2020, multiple counties in the San Francisco bay area of California issued a

“shelter-in-place”

order (the “State Order”) requiring businesses to temporarily cease operations, effective March 17, 2020. The State Order provides that Californians working within 16 identified critical infrastructure sectors may continue with their work because of the importance of these sectors to Californians’ health and well-being. Among the identified critical infrastructure sectors listed are Communications and Information Technology (“IT”) and the Defense Industrial Base (“DIB”). On March 20, 2020, Intevac received a communication from the Department of Defense stating that the DIB is identified as a Critical Infrastructure Sector by the Department of Homeland Security, and that the Essential Critical Infrastructure Workforce for the DIB includes workers who support the essential products and services required to meet national security commitments to the Federal Government and the U.S. Military.

25

Our factory in Singapore was given notice by the Singapore government to suspend all

on-site

activities on April 27, 2020. We appealed this notice and were provided an exemption on May 14, 2020. We were temporarily required to limit the number of employees on site at our Singapore factory, but these restrictions were lifted on June 2, 2020.

Employee Considerations

Our goal has been to support our employees during the present uncertainty while remaining focused on meeting the needs of our customers and business continuity. Early in the crisis, we provided employees with information about best practices to prevent the spread of

COVID-19

and other viruses and illnesses. We instituted practices including symptom checks and

non-contact

monitoring of body temperatures of those on site twice daily; requiring social distancing and face coverings; streamlining onsite personnel to only those required for production; strongly encouraging and, where mandated, requiring remote work for all those who can work from home; and increasing hygiene through disinfecting facilities. In addition, we have limited

in-person

meetings and

non-employee

visits to our locations, reduced room occupancies and eliminated

non-essential

business travel. In the United States, the Company has educated employees on

COVID-19-related

benefits (including leave benefits) under the Families First Coronavirus Response Act (“FFCRA”) and the CARES Act.

To further protect the health and welfare of our employees, we have also required employees who potentially have been exposed to

COVID-19

to self-quarantine for 14 days and have committed to paying these employees their normal wages during that quarantine period. To ease access to medical assistance, we are waiving

co-payments

for

COVID-19

testing and telemedicine for those employees enrolled in our health insurance plans.

Business Continuity Team

We have robust pandemic and business continuity plans that include our business units and technology environments. When

COVID-19

was declared a pandemic, we activated our business continuity plan (the “Continuity Plan”). As an element of the Continuity Plan, we activated our Business Continuity Team (“BCT”), a group of senior corporate managers, who directed a series of activities to address the health and safety of our workforce, assist employees, sustain business operations, coordinate communication and address our management concerning other ongoing pandemic activities. The BCT monitors guidelines published by the Centers for Disease Control and Prevention (“CDC”), the National Institutes of Health (“NIH”), the Occupational Safety and Health Administration (“OSHA”), the World Health Organization (“WHO”) and other state and local authorities, makes assessments of these guidelines and implements the appropriate protocols. The BCT established a COVID-19 Policy and continually updates this policy based on the latest guidance. All employees continuing to work on site were required to complete training on the Company’s COVID-19 policy and any employees returning to work at our facilities are provided additional training prior to returning to work. The BCT also updated and revised policies related to visitors and travel to include

COVID-19-related

health and safety measures related to the pandemic and updated the Continuity Plan to include a pandemic response appendix.

Productivity

There has been a modest decline in productivity for certain departments as our people adjust to this significant change in work environment. We currently believe our technology infrastructure is sufficient to maintain a remote-working environment for the vast majority of our workforce for the foreseeable future and that productivity should improve as our people adjust to this significant change in work environment. The productivity level and ability of our employees to continue working from home could change, however, as conditions surrounding

COVID-19

evolve and infections increase, if there are interruptions in the internet infrastructure where our employees live or if internet service providers are otherwise adversely affected.

Community

We understand that the communities in which our employees live, work, and serve are also suffering distress as a result of

COVID-19.

Intevac is committed to help source supplies for local healthcare providers fighting

COVID-19,

and has donated all of its surplus N95 industrial masks and gloves to local hospitals and emergency responders.

Economic Relief

In Singapore, Intevac receives government assistance under the Job Support Scheme (“JSS”). The purpose of the JSS is to provide wage support to employers to help them retain their local employees. Under the JSS, Intevac expects to receive approximately $535,000 in JSS grants in fiscal 2020. During the quarter ended June 27, 2020, the Company received $310,000 in JSS grants. As previously mentioned, under the CARES Act we have elected to defer the payment of the employer portion of payroll taxes and will receive tax benefits from the

employee-retention-tax

credit.

26

For the three and six months ended June 27, 2020, the Company’s expenses included approximately $59,000 and $69,000 respectively due to costs related to actions taken in response to

COVID-19.

Results of Operations

Net revenues

	Three months ended						Six months ended
	June 27, 2020		June 29, 2019		Change over prior period		June 27, 2020		June 29, 2019		Change over prior period
	(In thousands)
TFE	$	16,595	$	13,264	$	3,331	$	24,557	$	32,209	$	(7,652	)
Photonics:
Products		6,130		3,973		2,157		12,004		6,665		5,339
Contract R&D		6,117		5,077		1,040		11,121		8,267		2,854
		12,247		9,050		3,197		23,125		14,932		8,193
Total net revenues	$	28,842	$	22,314	$	6,528	$	47,682	$	47,141	$	541

TFE revenue for the three months ended June 27, 2020 increased compared to the same period in the prior year as a result of higher sales of systems and service, offset in part by lower sales of technology upgrades and spares. TFE revenue for the three months ended June 27, 2020 included revenue recognized for two 200 LeanHDD systems compared to revenue recognized for one 200 LeanHDD system for the three months ended June 29, 2019. TFE revenue for the six months ended June 27, 2020 decreased compared to the same period in the prior year as a result of lower sales of systems, technology upgrades, spare parts and service. TFE recognized revenue in the first half of fiscal 2020 on two 200 LeanHDD compared to revenue recognized for two 200 LeanHDD systems and four ENERG

i

solar ion implant systems in the first half of fiscal 2019.

Photonics revenue for the three and six months ended June 27, 2020 increased compared to the same periods in the prior year as a result of higher product sales revenues and higher contract R&D work.

Backlog

	June 27, 2020		December 28, 2019		June 29, 2019
	(In thousands)
TFE	$	14,567	$	21,391	$	50,251
Photonics		54,424		71,015		43,403
Total backlog	$	68,991	$	92,406	$	93,654

TFE backlog at June 27, 2020 did not include any 200 Lean HDD systems or any ENERG

i

solar ion implant systems. TFE backlog at December 28, 2019 included two 200 Lean HDD systems. TFE backlog at June 29, 2019 included four 200 Lean HDD systems and five ENERG

i

solar ion implant systems.

Revenue by geographic region

	Three Months Ended						Three Months Ended
	June 27, 2020						June 29, 2019
	(In thousands)
	TFE		Photonics		Total		TFE		Photonics		Total
United States	$	313	$	12,125	$	12,438	$	356	$	8,811	$	9,167
Asia		16,282		—		16,282		12,908		—		12,908
Europe		—		122		122		—		239		239
Total net revenues	$	16,595	$	12,247	$	28,842	$	13,264	$	9,050	$	22,314

27

	Six Months Ended						Six Months Ended
	June 27, 2020						June 29, 2019
	(In thousands)
	TFE		Photonics		Total		TFE		Photonics		Total
United States	$	832	$	22,981	$	23,813	$	517	$	14,527	$	15,044
Asia		23,725		—		23,725		31,692		—		31,692
Europe		—		144		144		—		405		405
Total net revenues	$	24,557	$	23,125	$	47,682	$	32,209	$	14,932	$	47,141

International sales include products shipped to overseas operations of U.S. companies. The increase in sales to the U.S. region in the first half of fiscal 2020 versus the first half of fiscal 2019 reflected higher Photonics product sales and higher Photonics contract R&D work. The decrease in sales to the Asia region in the first half of fiscal 2020 versus the first half of fiscal 2019 reflected lower equipment sales to PV manufacturers and HDD manufacturers. Sales to the Asia region in the first half of fiscal 2020 included two 200 LeanHDD systems versus two 200 Lean HDD systems and four ENERG

i

solar ion implant systems in the first half of fiscal 2019. Sales to the Europe region in the first half of fiscal 2020 and the first half of fiscal 2019 were not significant.

Gross profit

	Three months ended								Six months ended
	June 27, 2020			June 29, 2019			Change over prior period		June 27, 2020			June 29, 2019			Change over prior period
	(In thousands, except percentages)
TFE gross profit	$	6,047		$	5,156		$	891	$	9,547		$	11,134		$	(1,587	)
% of TFE net revenues		36.4	%		38.9	%				38.9	%		34.6	%
Photonics gross profit	$	5,373		$	3,201		$	2,172	$	10,030		$	4,463		$	5,567
% of Photonics net revenues		43.9	%		35.4	%				43.4	%		29.9	%
Total gross profit	$	11,420		$	8,357		$	3,063	$	19,577		$	15,597		$	3,980
% of net revenues		39.6	%		37.5	%				41.1	%		33.1	%

Cost of net revenues consists primarily of purchased materials and costs attributable to contract R&D, and also includes fabrication, assembly, test and installation labor and overhead, customer-specific engineering costs, warranty costs, royalties, provisions for inventory reserves and scrap.

TFE gross margin was 36.4% in the three months ended June 27, 2020 compared to 38.9% in the three months ended June 29, 2019 and was 38.9% in the six months ended June 27, 2020 compared to 34.6% in the six months ended June 29, 2019. The decline in the gross margin percentage for the three months ended June 27, 2020 compared to the same period in the prior year was due primarily to a lower mix of higher-margin upgrades. The increase in the gross margin percentage for the six months ended June 27, 2020 was due primarily to the lower margin on the sale of four ENERG

i

solar ion implant systems in the six months ended June 29, 2019. Gross margins in the TFE business will vary depending on a number of factors, including product mix, product cost, system configuration and pricing, factory utilization, and provisions for excess and obsolete inventory.

Photonics gross margin was 43.9% in the three months ended June 27, 2020 compared to 35.4% in the three months ended June 29, 2019 and was 43.4% in the six months ended June 27, 2020 compared to 29.9% in the six months ended June 29, 2019. The improvement in gross margin for the three and six months ended June 27, 2020 was due to higher revenue levels and improved margins on both products and contract R&D work. Gross margins in the Photonics business will vary depending on a number of factors, including sensor yield, product mix, product cost, pricing, factory utilization, provisions for warranty and inventory reserves.

Research and development expense

	Three months ended						Six months ended
	June 27, 2020		June 29, 2019		Change over prior period		June 27, 2020		June 29, 2019		Change over prior period
	(In thousands)
Research and development expense	$	3,707	$	3,431	$	276	$	6,991	$	7,417	$	(426	)

28

Research and development spending in TFE during the three months ended June 27, 2020 increased compared to the same period in the prior year due to higher spending on semiconductor

Fan-out,

HDD and PV development, offset in part by lower spending on DCP development. Research and development spending in TFE during the six months ended June 27, 2020 decreased compared to the same period in the prior year due to lower spending on HDD and PV development, offset in part by higher spending on semiconductor

Fan-out

and DCP development. TFE spending consisted primarily of DCP, semiconductor

Fan-out,

HDD and PV development. Research and development spending decreased in Photonics during the three and six months ended June 27, 2020, as compared to the same periods in the prior year, primarily related to lower spending on the development of the next generation of our low light level CMOS camera. Research and development expenses do not include costs of $3.6 million and $6.5 million for the three and six months ended June 27, 2020, respectively, or $3.5 million and $6.0 million for the three and six months ended June 29, 2019, respectively, which are related to customer-funded contract R&D programs in Photonics and therefore included in cost of net revenues.

Selling, general and administrative expense

	Three months ended							Six months ended
	June 27, 2020		June 29, 2019		Change over prior period			June 27, 2020		June 29, 2019		Change over prior period
	(In thousands)
Selling, general and administrative expense	$	5,609	$	5,854	$	(245	)	$	11,581	$	11,105	$	476

Selling, general and administrative expense consists primarily of selling, marketing, customer support, financial and management costs. Selling, general and administrative expenses for the three months ended June 27, 2020 decreased compared to the same period in the prior year primarily due to lower spending to support a customer evaluation of a next generation product, offset in part by higher variable compensation expenses and incremental costs to launch our Diamond Dog

e-commerce

website. Selling, general and administrative expenses for the six months ended June 27, 2020 increased compared to the same period in the prior year primarily due to higher variable compensation expenses and incremental

e-commerce

costs, offset in part due to lower spending to support a customer evaluation.

Interest income and other income (expense), net

	Three months ended							Six months ended
	June 27, 2020		June 29, 2019		Change over prior period			June 27, 2020		June 29, 2019		Change over prior period
	(In thousands)
Interest income and other, income (expense), net	$	62	$	163	$	(101	)	$	204	$	322	$	(118	)

Interest income and other income (expense), net in the three months ended June 27, 2020 included $77,000 of interest income on investments and various other income of $16,000, offset in part by $31,000 of foreign currency losses. Interest income and other income (expense), net in the six months ended June 27, 2020 included $202,000 of interest income on investments and various other income of $8,000, offset in part by $6,000 of foreign currency losses. Interest income and other income (expense), net in the three months ended June 29, 2019 included $154,000 of interest income on investments and various other income of $12,000, offset in part by $3,000 of foreign currency losses. Interest income and other income (expense), net in the six months ended June 29, 2019 included $302,000 of interest income on investments, $20,000 of earnout income from a divestiture and various other income of $35,000, offset in part by $35,000 of foreign currency losses. The decrease in interest income in the three and six months ended June 27, 2020 resulted from lower interest rates and lower invested balances compared to the same period in 2019.

Provision for income taxes

	Three months ended						Six months ended
	June 27, 2020		June 29, 2019		Change over prior period		June 27, 2020		June 29, 2019		Change over prior period
	(In thousands)
Provision for income taxes	$	642	$	417	$	225	$	909	$	971	$	(62	)

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Intevac recorded income tax provisions of $642,000 and $909,000 for the three and six months ended June 27, 2020, respectively, and $417,000 and $971,000 for the three and six months ended June 29, 2019, respectively. The income tax provisions for these three and six month periods are based upon estimates of annual income (loss), annual permanent differences and statutory tax rates in the various jurisdictions in which Intevac operates. For the three and six month periods ended June 27, 2020, Intevac recorded income tax provisions on earnings of its international subsidiaries of $369,000 and $548,000, respectively, and recorded $272,000 and $373,000, respectively, for withholding taxes on royalties paid into the United States from Intevac’s Singapore subsidiary as discrete items. For the three and six month periods ended June 29, 2019, Intevac recorded income tax provisions on earnings of its international subsidiaries of $201,000 and $563,000, respectively, and recorded $213,000 and $404,000, respectively, for withholding taxes on royalties paid into the United States from Intevac’s Singapore subsidiary as discrete items. For all periods presented, Intevac utilized net operating loss carry-forwards to offset the impact of the global intangible

low-taxed

income (“GILTI”). Intevac’s tax rate differs from the applicable statutory rates due primarily to establishment of a valuation allowance, utilization of deferred and current credits and the effect of permanent differences and adjustments of prior permanent differences. Intevac’s future effective income tax rate depends on various factors, including the level of Intevac’s projected earnings, the geographic composition of worldwide earnings, tax regulations governing each region, net operating loss carry-forwards, availability of tax credits and the effectiveness of Intevac’s tax planning strategies. Management carefully monitors these factors and timely adjusts the effective income tax rate.

Liquidity and Capital Resources

At June 27, 2020, Intevac had $44.8 million in cash, cash equivalents, restricted cash and investments compared to $42.8 million at December 28, 2019. During the first six months of fiscal 2020, cash, cash equivalents, restricted cash and investments increased by $2.0 million due primarily to cash provided by operating activities and cash received from the sale of Intevac common stock to Intevac’s employees through Intevac’s employee benefit plans, offset in part by purchases of fixed assets and tax payments for net share settlement.

Cash, cash equivalents, restricted cash and investments consist of the following:

	June 27, 2020		December 28, 2019
	(In thousands)
Cash and cash equivalents	$	23,944	$	19,767
Restricted cash		787		787
Short-term investments		14,435		16,720
Long-term investments		5,604		5,537
Total cash, cash equivalents, restricted cash and investments	$	44,770	$	42,811

Operating activities generated cash of $3.5 million during the first six months of fiscal 2020 and generated cash of $1.0 million during the first six months of 2019. Improved operating cash flow in the first six months of fiscal 2019 was a result of a return to profitability.

Accounts receivable totaled $29.0 million at June 27, 2020 compared to $28.6 million at December 28, 2019. Net inventories totaled $22.2 million at June 27, 2020 compared to $24.9 million at December 28, 2019. Net inventories at June 27, 2020 and December 28, 2019 included one VERTEX SPECTRA system for DCP under evaluation in a customer’s factory and one MATRIX PVD system for advance semiconductor packaging under evaluation in a customer’s factory. Net inventories at June 27, 2020 also included one VERTEX SPECTRA system for DCP at Intevac’s factory pending delivery to a customer for evaluation. Accounts payable increased to $5.1 million at June 27, 2020 from $4.2 million at December 28, 2019 due to increased manufacturing activities and a larger book overdraft at June 27, 2020. Accrued payroll and related liabilities decreased to $6.3 million at June 27, 2020 compared to $6.5 million at December 28, 2019. Other accrued liabilities increased to $3.9 million at June 27, 2020 compared to $3.6 million at December 28, 2019. Customer advances decreased from $4.0 million at December 28, 2019 to $433,000 at June 27, 2020, primarily due the recognition of revenue offset in part by the recognition of new orders.

Investing activities generated cash of $460,000 during the first six months of fiscal 2020. Proceeds from sales net of purchases of investments totaled $2.3 million. Capital expenditures for the six months ended June 27, 2020 were $1.8 million.

Financing activities generated cash of $256,000 in the first six months of fiscal 2020. The sale of Intevac common stock to Intevac’s employees through Intevac’s employee benefit plans generated cash of $994,000. Tax payments related to the net share settlement of restricted stock units were $345,000. Cash used to repurchase shares of common stock under the Company’s stock repurchase program totaled $393,000 for the six months ended June 27, 2020.

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Intevac’s investment portfolio consists principally of investment grade money market mutual funds, U.S. Treasury and agency securities, certificates of deposit, commercial paper and corporate bonds. Intevac regularly monitors the credit risk in its investment portfolio and takes measures, which may include the sale of certain securities, to manage such risks in accordance with its investment policies.

As of June 27, 2020, approximately $13.5 million of cash and cash equivalents and $2.9 million of short term investments were domiciled in foreign tax jurisdictions. Intevac expects a significant portion of these funds to remain offshore in the short term. If the Company chose to repatriate these funds to the United States, it would be required to accrue and pay additional taxes on any portion of the repatriation subject to foreign withholding taxes.

Intevac believes that its existing cash, cash equivalents and investments will be sufficient to meet its cash requirements for the foreseeable future. Intevac intends to undertake approximately $2.0 million to $3.0 million in capital expenditures during the remainder of 2020.

Off-Balance

Sheet Arrangements

Off-balance

sheet firm commitments relating to outstanding letters of credit amounted to approximately $787,000 as of June 27, 2020. These letters of credit and bank guarantees are collateralized by $787,000 of restricted cash. We do not maintain any other

off-balance

sheet arrangements, transactions, obligations, or other relationships that would be expected to have a material current or future effect on the consolidated financial statements.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make judgments, assumptions and estimates that affect the amounts reported. Intevac’s significant accounting policies are described in Note 1 to the consolidated financial statements included in Item 8 of Intevac’s Annual Report on Form

10-K

filed on February 12, 2020. Certain of these significant accounting policies are considered to be critical accounting policies, as defined below.

A critical accounting policy is defined as one that is both material to the presentation of Intevac’s financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on Intevac’s financial conditions and results of operations. Specifically, critical accounting estimates have the following attributes: 1) Intevac is required to make assumptions about matters that are highly uncertain at the time of the estimate; and 2) different estimates Intevac could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on Intevac’s financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. Intevac bases its estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as Intevac’s operating environment changes. These changes have historically been minor and have been included in the consolidated financial statements as soon as they become known. In addition, management is periodically faced with uncertainties, the outcomes of which are not within its control and will not be known for prolonged periods of time. Many of these uncertainties are discussed in the section below entitled “Risk Factors.” Based on a critical assessment of Intevac’s accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that Intevac’s consolidated financial statements are fairly stated in accordance with US GAAP, and provide a meaningful presentation of Intevac’s financial condition and results of operation.

For a description of critical accounting policies that affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements, refer to our Annual Report on Form

10-K

for the year ended December 28, 2019 filed with the SEC on February 12, 2020. There have been no material changes to our critical accounting policies during the six months ended June 27, 2020.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Intevac maintains a set of disclosure controls and procedures that are designed to ensure that information relating to Intevac required to be disclosed in periodic filings under the Securities Exchange Act of 1934, or Exchange Act, is recorded, processed, summarized and reported in a timely manner under the Exchange Act. In connection with the filing of this Form

10-Q

for the quarter ended June 27, 2020, as required under Rule

13a-15(e)

of the Exchange Act, an evaluation was carried out under the supervision and with the participation of management, including the Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), of the effectiveness of Intevac’s disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on this evaluation, Intevac’s CEO and CFO concluded that our disclosure controls and procedures were effective as of June 27, 2020.

Attached as exhibits to this Quarterly Report are certifications of the CEO and the CFO, which are required in accordance with Rule

13a-14

of the Exchange Act. This Controls and Procedures section includes the information concerning the controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Definition of Disclosure Controls

Disclosure controls are controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls are also designed to ensure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls include components of our internal control over financial reporting, which consists of control processes designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the U.S. To the extent that components of our internal control over financial reporting are included within our disclosure controls, they are included in the scope of our quarterly controls evaluation.

Limitations on the Effectiveness of Controls

Intevac’s management, including the CEO and CFO, does not expect that Intevac’s disclosure controls or Intevac’s internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Intevac have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form

10-Q

that have materially affected, or are reasonably likely to materially affect, Intevac’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, Intevac is involved in claims and legal proceedings that arise in the ordinary course of business. Intevac expects that the number and significance of these matters will increase as Intevac’s business expands. Any claims or proceedings against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, result in the diversion of significant operational resources, or require us to enter into royalty or licensing agreements which, if required, may not be available on terms favorable to us or at all. Intevac is not presently a party to any lawsuit or proceeding that, in Intevac’s opinion, is likely to seriously harm Intevac’s business.

Item 1A. Risk Factors

The following factors could materially affect Intevac’s business, financial condition or results of operations and should be carefully considered in evaluating the Company and its business, in addition to other information presented elsewhere in this report.

The industries we serve are cyclical, volatile and unpredictable.

A significant portion of our revenue is derived from the sale of equipment used to manufacture commodity technology products such as disk drives, PV solar cells and cell phones. This subjects us to business cycles, the timing, length and volatility of which can be difficult to predict. When demand for commodity technology products exceeds production capacity, then demand for new capital equipment such as ours tends to be amplified. Conversely, when supply of commodity technology products exceeds demand, then demand for new capital equipment such as ours tends to be depressed. We cannot predict with any certainty when these cycles will begin or end. Our sales of systems for magnetic disk production increased in 2016 as a customer began upgrading the technology level of its manufacturing capacity. Sales of systems and upgrades for magnetic disk production in 2017 and 2018 were higher than in 2016 as this customer’s technology upgrade continued. Sales of systems and upgrades for magnetic disk production in 2019 were slightly down from the levels in 2018 as this customer took delivery of four systems. Intevac expects sales of systems and upgrades for magnetic disk production in 2020 will be at levels lower from the levels in 2019.

Our equipment represents only a portion of the capital expenditure that our customers incur when they upgrade or add production capacity. Accordingly, our customers generally commit to making large capital expenditures far in excess of the cost of our systems alone when they decide to purchase our systems. The magnitude of these capital expenditures requires our customers to have access to large amounts of capital. Our customers generally reduce their level of capital investment during downturns in the overall economy or during a downturn in their industries.

In recent years the photovoltaic (solar) market has undergone a downturn, which is likely to impact our sales of PV equipment. The solar industry from time to time experiences periods of structural imbalance between supply and demand, and such periods put intense pressure on our customers’ pricing. The solar industry is currently in such a period. Competition in solar markets globally and across the solar value chain is intense, and could remain that way for an extended period of time. During any such period, solar module manufacturers may reduce their sales prices in response to competition, even below their manufacturing costs, in order to generate sales and may do so for a sustained period of time. As a result, our customers may be unable to sell their solar modules or systems at attractive prices or for a profit during a period of excess supply of solar modules, which would adversely affect their results of operations and their ability to make capital investments such as purchasing our products.

We must effectively manage our resources and production capacity to meet rapidly changing demand. Our business experiences rapid growth and contraction, which stresses our infrastructure, internal systems and managerial resources. During periods of increasing demand for our products, we must have sufficient manufacturing capacity and inventory to meet customer demand; attract, retain and motivate a sufficient number of qualified individuals; and effectively manage our supply chain. During periods of decreasing demand for our products, we must be able to align our cost structure with prevailing market conditions; motivate and retain key employees and effectively manage our supply chain.

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The impact of the

COVID-19

outbreak, or similar global health concerns, could negatively impact our operations, supply chain and customer base.

The

COVID-19

outbreak has severely restricted the level of economic activity around the world, which may impact demand for our products. Our operations and supply chains for certain of our products or services could be negatively impacted by the regional or global outbreak of illnesses, including

COVID-19.

Any quarantines, labor shortages or other disruptions to our operations, or those of our suppliers or customers, may adversely impact our sales and operating results. In addition, a significant outbreak, epidemic, or pandemic of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, including those in which we operate, resulting in an economic downturn that could affect the supply or demand for our products and services. Our factory in Singapore was given notice by the Singapore government to suspend all

on-site

activities on April 27, 2020. We appealed this notice and were provided an exemption on May 14, 2020. We were temporarily required to limit the number of employees on site at our Singapore factory but these restrictions were lifted on June 2, 2020. We are unable to accurately predict the possible future effect on the Company, which could be material to our 2020 results, and which is highly dependent on the breadth and duration of the outbreak and could be affected by other factors we are not currently able to predict, including new information which may emerge concerning the severity of

COVID-19,

the success of actions taken to contain or treat

COVID-19,

and reactions by consumers, companies, governmental entities and capital markets. Any widespread growth in infections, or travel restrictions, quarantines or site closures imposed as a result of

COVID-19,

could, among other things, require the Company to extend mandatory work-from-home protocols resulting in additional expenses and strain on the business as well as adversely impact its supply chain.

Sales of our equipment are primarily dependent on our customers’ upgrade and capacity expansion plans and whether our customers select our equipment.

We have no control over our customers’ upgrade and capacity expansion plans, and we cannot be sure they will select, or continue to select, our equipment when they upgrade or expand their capacity. The sales cycle for our equipment systems can be a year or longer, involving individuals from many different areas of Intevac and numerous product presentations and demonstrations for our prospective customers. Our sales process also commonly includes production of samples and customization of our products. We do not typically enter into long-term contracts with our customers, and until an order is actually submitted by a customer there is no binding commitment to purchase our systems. In some cases, orders are also subject to customer acceptance or other criteria even in the case of a binding agreement.

Sales of new manufacturing systems are also dependent on obsolescence and replacement of the installed base of our customers’ existing equipment with newer, more capable equipment. If upgrades are developed that extend the useful life of the installed base of systems, then we tend to sell more upgrade products and fewer new systems, which can significantly reduce total revenue.

Our 200 Lean HDD customers also experience competition from companies that produce alternative storage technologies like flash memory, which offer smaller size, lower power consumption and more rugged designs. These storage technologies are being used increasingly in enterprise applications and smaller form factors such as tablets, smart-phones, ultra-books, and notebook PCs instead of hard disk drives. Tablet computing devices and smart-phones have never contained, nor are they likely in the future to contain, a disk drive. Products using alternative technologies, such as flash memory, optical storage and other storage technologies are becoming increasingly common and could become a significant source of competition to particular applications of the products of our 200 Lean HDD customers, which could adversely affect our results of operations. If alternative technologies, such as flash memory, replace hard disk drives as a significant method of digital storage, then demand for our hard disk manufacturing products would decrease.

The Photonics business is also subject to long sales cycles because many of its products, such as our military imaging products, often must be designed into the customers’ end products, which are often complex

state-of-the-art

products. These development cycles are typically multi-year, and our sales are contingent on our customers successfully integrating our product into their product, completing development of their product and then obtaining production orders for their product from the U.S. government or its allies.

We operate in an intensely competitive marketplace, and our competitors have greater resources than we do.

In the market for our disk sputtering systems, we experience competition primarily from Canon Anelva, which has sold a substantial number of systems worldwide. In the PV equipment market, Intevac faces competition from large established competitors including Centrotherm Photovoltaics, Jusung, Kingston and Von Ardenne. In the market for our military imaging products we experience competition from companies such as Elbit Systems and

L-3

Communications. Some of our competitors have substantially greater financial, technical, marketing, manufacturing and other resources than we do, especially in the DCP and PV equipment markets. Our competitors may develop enhancements to, or future generations of, competitive products that offer superior price or performance features, and new competitors may enter our markets and develop such enhanced products. Moreover, competition for our customers is intense, and our competitors have historically offered substantial pricing concessions and incentives to attract our customers or retain their existing customers.

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Our growth depends on development of technically advanced new products and processes.

We have invested heavily, and continue to invest, in the development of new products, such as our 200 Lean HDD and other PVD systems, our coating systems for DCP, our solar systems for PV applications, our digital night-vision products and our

near-eye

display products. Our success in developing and selling new products depends upon a variety of factors, including our ability to: predict future customer requirements; make technological advances; achieve a low total cost of ownership for our products; introduce new products on schedule; manufacture products cost-effectively including transitioning production to volume manufacturing; commercialize and attain customer acceptance of our products; and achieve acceptable and reliable performance of our new products in the field. Our new product decisions and development commitments must anticipate continuously evolving industry requirements significantly in advance of sales. In addition, we are attempting to expand into new or related markets, including the PV and display cover glass markets. Our expansion into the PV and cover glass markets is dependent upon the success of our customers’ development plans. To date we have not recognized material revenue from such products. Failure to correctly assess the size of the markets, to successfully develop cost effective products to address the markets or to establish effective sales and support of the new products would have a material adverse effect on future revenues and profits. In addition, if we invest in products for which the market does not develop as anticipated, we may incur significant charges related to such investments.

Rapid technological change in our served markets requires us to rapidly develop new technically advanced products. Our future success depends in part on our ability to develop and offer new products with improved capabilities and to continue to enhance our existing products. If new products have reliability or quality problems, our performance may be impacted by reduced orders, higher manufacturing costs, delays in acceptance and payment for new products and additional service and warranty expenses.

We are exposed to risks associated with a highly concentrated customer base.

Historically, a significant portion of our revenue in any particular period has been attributable to sales of our disk sputtering systems to a limited number of customers. This concentration of customers, when combined with changes in the customers’ specific capacity plans and market share shifts can lead to extreme variability in our revenue and financial results from period to period.

The concentration of our customer base may enable our customers to demand pricing and other terms unfavorable to Intevac, and makes us more vulnerable to changes in demand by or issues with a given customer. Orders from a relatively limited number of manufacturers have accounted for, and will likely continue to account for, a substantial portion of our revenues. The loss of one of these large customers, or delays in purchasing by them, could have a material and adverse effect on our revenues.

Our operating results fluctuate significantly from quarter to quarter, which can lead to volatility in the price of our common stock.

Our quarterly revenues and common stock price have fluctuated significantly. We anticipate that our revenues, operating margins and common stock price will continue to fluctuate for a variety of reasons, including: (1) changes in the demand, due to seasonality, cyclicality and other factors in the markets for computer systems, storage subsystems and consumer electronics containing disks as well as cell phones and PV solar cells our customers produce with our systems; (2) delays or problems in the introduction and acceptance of our new products, or delivery of existing products; (3) timing of orders, acceptance of new systems by our customers or cancellation or delay of those orders; (4) new products, services or technological innovations by our competitors or us; (5) changes in our manufacturing costs and operating expense; (6) changes in general economic, political, stock market and industry conditions; and (7) any failure of our operating results to meet the expectations of investment research analysts or investors.

Any of these, or other factors, could lead to volatility and/or a rapid change in the trading price of our common shares. In the past, securities class action litigation has been instituted against companies following periods of volatility in the market price of their securities. Any such litigation, if instituted against Intevac, could result in substantial costs and diversion of management time and attention.

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We may not be able to obtain export licenses from the U.S. government permitting delivery of our products to international customers.

Many of our products, especially Photonics products, require export licenses from U.S. government agencies under the Export Administration Act, the Trading with the Enemy Act of 1917, the Arms Export Act of 1976 or the International Traffic in Arms Regulations. These regulations limit the potential market for some of our products. We can give no assurance that we will be successful in obtaining all the licenses necessary to export our products. Heightened government scrutiny of export licenses for defense related products has resulted in lengthened review periods for our license applications. Exports to countries that are not considered by the U.S. government to be allies are likely to be prohibited, and even sales to U.S. allies may be limited. Failure to comply with export control laws, including identification and reporting of all exports and

re-exports

of controlled technology or exports made without correct license approval or improper license use could result in severe penalties and revocation of licenses. Failure to obtain export licenses, delays in obtaining licenses, or revocation of previously issued licenses would prevent us from selling the affected products outside the United States and could negatively impact our results of operations.

The Photonics business is dependent on U.S. government contracts, which are subject to fixed pricing, immediate termination and a number of procurement rules and regulations.

We sell our Photonics products and services directly to the U.S. government, as well as to prime contractors for various U.S. government programs. The U.S government is considering significant changes in the level of existing,

follow-on

or replacement programs. We cannot predict the impact of potential changes in priorities due to military transformations and/or the nature of future

war-related

activities. A shift of government priorities to programs in which we do not participate and/or reductions in funding for or the termination of programs in which we do participate, unless offset by other programs and opportunities, could have a material adverse effect on our financial position, results of operations, or cash flows.

Funding of multi-year government programs is subject to congressional appropriations, and there is no guarantee that the U.S. government will make further appropriations. Sales to the U.S. government and its prime contractors may also be affected by changes in procurement policies, budget considerations and political developments in the United States or abroad. For example, if the U.S. government is less focused on defense spending or there is a decrease in hostilities, demand for our products could decrease. The loss of funding for a government program would result in a loss of future revenues attributable to that program. The influence of any of these factors, which are beyond our control, could negatively impact our results of operations.

A significant portion of our U.S. government revenue is derived from fixed-price development and production contracts. Under fixed-price contracts, unexpected increases in the cost to develop or manufacture a product, whether due to inaccurate estimates in the bidding process, unanticipated increases in material costs, reduced production volumes, inefficiencies or other factors, are borne by us. We have experienced cost overruns in the past that have resulted in losses on certain contracts, and may experience additional cost overruns in the future. We are required to recognize the total estimated impact of cost overruns in the period in which they are first identified. Such cost overruns could have a material adverse effect on our results of operations.

Generally, government contracts contain provisions permitting termination, in whole or in part, without prior notice at the government’s convenience upon the payment of compensation only for work done and commitments made at the time of termination. We cannot ensure that one or more of the government contracts under which we, or our customers, operate will not be terminated under these circumstances. Also, we cannot ensure that we, or our customers, would be able to procure new government contracts to offset the revenues lost as a result of any termination of existing contracts, nor can we ensure that we, or our customers, will continue to remain in good standing as federal contractors.

As a U.S. government contractor we must comply with specific government rules and regulations and are subject to routine audits and investigations by U.S. government agencies. If we fail to comply with these rules and regulations, the results could include: (1) reductions in the value of our contracts; (2) reductions in amounts previously billed and recognized as revenue; (3) contract modifications or termination; (4) the assessment of penalties and fines; and (5) suspension or debarment from government contracting or subcontracting for a period of time or permanently.

Our business could be negatively impacted by cyber and other security threats or disruptions.

As a defense contractor, we face various cyber and other security threats, including espionage and attempts to gain unauthorized access to sensitive information and networks. Although we utilize various procedures and controls to monitor and mitigate the risk of these threats, there can be no assurance that these procedures and controls will be sufficient. These threats could lead to losses of sensitive information or capabilities; financial liabilities and damage to our reputation. If we are unable to maintain compliance with security standards applicable to defense contractors, we could lose business or suffer reputational harm.

36

Cyber threats to businesses in general are evolving and include, but are not limited to, malicious software, destructive malware, attempts to gain unauthorized access to data, disruption or denial of service attacks, and other electronic security breaches that could lead to disruptions in our systems, unauthorized release of confidential, personal or otherwise protected information (ours or that of our employees, customers or partners), and corruption of data, networks or systems. In addition, we could be impacted by cyber threats or other disruptions or vulnerabilities found in products we use or in our partners’ or customers’ systems that are used in connection with our business. These events, if not prevented or effectively mitigated, could damage our reputation, require remedial actions and lead to loss of business, regulatory actions, potential liability and other financial losses.

Changes to our effective tax rate affect our results of operations.

As a global company, we are subject to taxation in the United States, Singapore and various other countries. Significant judgment is required to determine and estimate worldwide tax liabilities. Our future effective tax rate could be affected by: (1) changes in tax laws; (2) the allocation of earnings to countries with differing tax rates; (3) changes in worldwide projected annual earnings in current and future years: (4) accounting pronouncements; or (5) changes in the valuation of our deferred tax assets and liabilities. Although we believe our tax estimates are reasonable, there can be no assurance that any final determination will not be different from the treatment reflected in our historical income tax provisions and accruals, which could result in additional payments by Intevac.

Our success depends on international sales and the management of global operations.

In previous years, the majority of our revenues have come from regions outside the United States. Most of our international sales are to customers in Asia, which includes products shipped to overseas operations of U.S. companies. We currently have manufacturing facilities in California and Singapore and international customer support offices in Singapore, China, and Malaysia. We expect that international sales will continue to account for a significant portion of our total revenue in future years. Certain of our suppliers are also located outside the United States.

Managing our global operations presents challenges including, but not limited to, those arising from: (1) global trade issues; (2) variations in protection of intellectual property and other legal rights in different countries; (3) concerns of U.S. governmental agencies regarding possible national commercial and/or security issues posed by growing manufacturing business in Asia; (4) fluctuation of interest rates, raw material costs, labor and operating costs, and exchange rates; (5) variations in the ability to develop relationships with suppliers and other local businesses; (6) changes in the laws and regulations of the United States, including export restrictions, and other countries, as well as their interpretation and application; (7) the need to provide technical and spares support in different locations; (8) political and economic instability; (9) cultural differences; (10) varying government incentives to promote development; (11) shipping costs and delays; (12) adverse conditions in credit markets; (13) variations in tariffs, quotas, tax codes and other market barriers; and (14) barriers to movement of cash.

We must regularly assess the size, capability and location of our global infrastructure and make appropriate changes to address these issues.

Difficulties in integrating past or future acquisitions could adversely affect our business.

We have completed a number of acquisitions and dispositions during our operating history. We have spent and may continue to spend significant resources identifying and pursuing future acquisition opportunities. Acquisitions involve numerous risks including: (1) difficulties in integrating the operations, technologies and products of the acquired companies; (2) the diversion of our management’s attention from other business concerns; and (3) the potential loss of key employees of the acquired companies. Failure to achieve the anticipated benefits of the prior and any future acquisitions or to successfully integrate the operations of the companies we acquire could have a material and adverse effect on our business, financial condition and results of operations. Any future acquisitions could also result in potentially dilutive issuance of equity securities, acquisition or divestiture-related write-offs or the assumption of debt and contingent liabilities. In addition, we have made and will continue to consider making strategic divestitures. With any divestiture, there are risks that future operating results could be unfavorably impacted if targeted objectives, such as cost savings, are not achieved or if other business disruptions occur as a result of the divestiture or activities related to the divestiture.

Our success is dependent on recruiting and retaining a highly talented work force.

Our employees are vital to our success, and our key management, engineering and other employees are difficult to replace. We do not maintain key person life insurance on any of our employees. The expansion of high technology companies worldwide has increased demand and competition for qualified personnel, and has made companies increasingly protective of prior employees. It may be difficult for us to locate employees who are not subject to

non-competition

agreements and other restrictions.

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The majority of our U.S. operations are located in California where the cost of living and of recruiting employees is high. Our operating results depend, in large part, upon our ability to retain and attract qualified management, engineering, marketing, manufacturing, customer support, sales and administrative personnel. Furthermore, we compete with industries such as the hard disk drive, semiconductor, and solar industries for skilled employees. Failure to retain existing key personnel, or to attract, assimilate or retain additional highly qualified employees to meet our needs in the future, could have a material and adverse effect on our business, financial condition and results of operations.

We are dependent on certain suppliers for parts used in our products.

We are a manufacturing business. Purchased parts constitute the largest component of our product cost. Our ability to manufacture depends on the timely delivery of parts, components and subassemblies from suppliers. We obtain some of the key components and subassemblies used in our products from a single supplier or a limited group of suppliers. If any of our suppliers fail to deliver quality parts on a timely basis, we may experience delays in manufacturing, which could result in delayed product deliveries, increased costs to expedite deliveries or develop alternative suppliers, or require redesign of our products to accommodate alternative suppliers. Some of our suppliers are thinly capitalized and may be vulnerable to failure.

Our business depends on the integrity of our intellectual property rights.

The success of our business depends upon the integrity of our intellectual property rights, and we cannot ensure that: (1) any of our pending or future patent applications will be allowed or that any of the allowed applications will be issued as patents or will issue with claims of the scope we sought; (2) any of our patents will not be invalidated, deemed unenforceable, circumvented or challenged; (3) the rights granted under our patents will provide competitive advantages to us; (4) other parties will not develop similar products, duplicate our products or design around our patents; or (5) our patent rights, intellectual property laws or our agreements will adequately protect our intellectual property or competitive position.

From time to time, we have received claims that we are infringing third parties’ intellectual property rights or seeking to invalidate our rights. We cannot ensure that third parties will not in the future claim that we have infringed current or future patents, trademarks or other proprietary rights relating to our products. Any claims, with or without merit, could be time-consuming, result in costly litigation, cause product shipment delays or require us to enter into royalty or licensing agreements. Such royalty or licensing agreements, if required, may not be available on terms acceptable to us.

We could be involved in litigation.

From time to time we may be involved in litigation of various types, including litigation alleging infringement of intellectual property rights and other claims and customer disputes. Litigation is expensive, subjects us to the risk of significant damages and requires significant management time and attention and could have a material and adverse effect on our business, financial condition and results of operations.

We are subject to risks of

non-compliance

with environmental and other governmental regulations.

We are subject to a variety of governmental regulations relating to the use, storage, discharge, handling, emission, generation, manufacture, treatment and disposal of toxic or otherwise hazardous substances, chemicals, materials or waste. If we fail to comply with current or future regulations, such failure could result in suspension of our operations, alteration of our manufacturing process, remediation costs or substantial civil penalties or criminal fines against us or our officers, directors or employees. Additionally, these regulations could require us to acquire expensive remediation or abatement equipment and incur substantial expenses to comply with them.

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Business interruptions could adversely affect our operations.

Our operations are vulnerable to interruption by fire, earthquake, floods or other natural disaster, quarantines or other disruptions associated with infectious diseases, national catastrophe, terrorist activities, war, disruptions in our computing and communications infrastructure due to power loss, telecommunications failure, human error, physical or electronic security breaches and computer viruses, and other events beyond our control. We do not have a detailed disaster recovery plan. Despite our implementation of network security measures, our tools and servers may be vulnerable to computer viruses,

break-ins

and similar disruptions from unauthorized tampering with our computer systems and tools located at customer sites. Political instability could cause us to incur increased costs in transportation, make such transportation unreliable, increase our insurance costs or cause international currency markets to fluctuate. All these unforeseen disruptions and instabilities could have the same effects on our suppliers and their ability to timely deliver their products. In addition, we do not carry sufficient business interruption insurance to compensate us for all losses that may occur, and any losses or damages incurred by us could have a material adverse effect on our business and results of operations. For example, we self-insure earthquake risks because we believe this is the prudent financial decision based on the high cost of the limited coverage available in the earthquake insurance market. An earthquake could significantly disrupt our operations, most of which are conducted in California. It could also significantly delay our research and engineering effort on new products, most of which is also conducted in California. We take steps to minimize the damage that would be caused by business interruptions, but there is no certainty that our efforts will prove successful.

We could be negatively affected as a result of a proxy contest and the actions of activist stockholders.

A proxy contest with respect to election of our directors, or other activist stockholder activities, could adversely affect our business because: (1) responding to a proxy contest and other actions by activist stockholders can be costly and time-consuming, disruptive to our operations and divert the attention of management and our employees; (2) perceived uncertainties as to our future direction caused by activist activities may result in the loss of potential business opportunities, and may make it more difficult to attract and retain qualified personnel and business partners; and (3) if individuals are elected to our Board of Directors with a specific agenda, it may adversely affect our ability to effectively and timely implement our strategic plans.

We are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, and any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, our management must perform evaluations of our internal control over financial reporting. Beginning in 2004, our Form

10-K

has included a report by management of their assessment of the adequacy of such internal control. Additionally, our independent registered public accounting firm must publicly attest to the effectiveness of our internal control over financial reporting. We have completed the evaluation of our internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act. Although our assessment, testing, and evaluation resulted in our conclusion that as of December 28, 2019, our internal controls over financial reporting were effective, we cannot predict the outcome of our testing in future periods. Ongoing compliance with this requirement is complex, costly and time-consuming. If Intevac fails to maintain effective internal control over financial reporting; our management does not timely assess the adequacy of such internal control; or our independent registered public accounting firm does not deliver an unqualified opinion as to the effectiveness of our internal control over financial reporting, then we could be subject to restatement of previously reported financial results, regulatory sanctions and a decline in the public’s perception of Intevac, which could have a material and adverse effect on our business, financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On November 21, 2013, Intevac’s Board of Directors approved a stock repurchase program authorizing up to $30.0 million in repurchases. On August 15, 2018, Intevac’s Board of Directors approved a $10.0 million increase to the original stock repurchase program for an aggregate authorized amount of $40.0 million. At June 27, 2020, $10.4 million remains available for future stock repurchases under the repurchase program. Intevac did not make any common stock repurchases during the three months ended June 27, 2020.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed herewith:

Exhibit Number	Description
10.1	The Registrant’s 2020 Employee Incentive Plan*
10.2	The Registrant’s 2003 Employee Stock Purchase Plan, as amended February 12, 2020*
10.3	Form of Restricted Stock Unit Agreement for 2020 Equity Incentive Plan**
10.4	Form of Performance Based Restricted Stock Unit Agreement for 2020 Equity Incentive Plan**
10.5	Form of Stock Option Agreement for 2020 Equity Incentive Plan**
10.6	Form of Outside Director Restricted Stock Unit Agreement for 2020 Equity Incentive Plan**
31.1	Certification of President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Executive Vice President, Finance and Administration, Chief Financial Officer, Treasurer and Secretary Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certifications Pursuant to U.S.C. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ***
101	The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2020, formatted in Inline XBRL (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Previously filed as an exhibit to the Registrant’s Definitive Proxy Statement filed April 6, 2020.

** Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-8 filed May 14, 2020.

*** The certification attached as Exhibit 32.1 is deemed “furnished” and not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of Intevac, Inc. under the Securities Exchange Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, irrespective of any general incorporation by reference language contained in any such filing, except to the extent that the registrant specifically incorporates it by reference.

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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 thereunto duly authorized.

		INTEVAC, INC.
Date: July 28, 2020	By:	/s/ WENDELL BLONIGAN
		Wendell Blonigan
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: July 28, 2020	By:	/s/ JAMES MONIZ
		James Moniz
		Executive Vice President, Finance and Administration,
		Chief Financial Officer, Secretary and Treasurer
		(Principal Financial and Accounting Officer)

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