UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

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

 

Date of Report (Date of Earliest Event Reported): March 27, 2018

 

NETLIST, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware
(State or Other Jurisdiction of
Incorporation)

 

001-33170
(Commission
File Number)

 

95-4812784
(IRS Employer
Identification Number)

 

175 Technology Drive, Suite 150

Irvine, California 92618
(Address of Principal Executive Offices)

 

(949) 435-0025

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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

 

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

 

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

 

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

 

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

 

Emerging growth company o

 

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. o

 

 

 



 

Item 2.02.  Results of Operations and Financial Condition.

 

On March 27, 2018  Netlist, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for the quarter and year ended December 30, 2017. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein in its entirety.

 

The information included in this Item 2.02 of Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)           Exhibits .

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release of Netlist, Inc., dated March 27, 2018.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

NETLIST, INC.

 

 

 

Date: March 27, 2018

By:

/s/ Gail M. Sasaki

 

 

Gail M. Sasaki

 

 

Vice President and Chief Financial Officer

 

3


Exhibit 99.1

 

NETLIST REPORTS FULL YEAR AND FOURTH QUARTER 2017 RESULTS

 

IRVINE, CALIFORNIA , March 27, 2018 - Netlist, Inc. (Nasdaq: NLST) today reported financial results for the fiscal year and fourth quarter ended December 30, 2017.

 

Revenues for the year ended December 30, 2017 were $38.3 million, compared to revenues of $19.7 million for the year ended December 31, 2016, an increase of 95%.  Gross profit for the year ended December 30, 2017 was $2.5 million, or 6.4% of revenues, compared to a gross profit of $7.4 million, or 37.6% of revenues, for the year ended December 31, 2016.  The year ended December 31, 2016 included $6.9 million in non- recurring engineering revenues related to our joint development arrangement with Samsung Electronics.

 

GAAP net loss for the year ended December 30, 2017 was ($13.4) million, or ($0.20) loss per share, compared to a net loss in the prior year period of ($11.2) million, or ($0.21) loss per share.  These results include stock-based compensation expense of $1.2 million and $1.5 million for the years ended December 30, 2017 and December 31, 2016, respectively.

 

Revenues for the fourth quarter ended December 30, 2017 were $8.5 million, compared to revenues of $5.5 million for the quarter ended December 31, 2016.  Gross profit for the quarter ended December 30, 2017 was $0.4 million, or 4.8% of revenues, compared to a gross profit of $0.3 million, or 5.0% of revenues, for the quarter ended December 31, 2016.

 

GAAP net loss for the fourth quarter ended December 30, 2017 was ($3.1) million, or ($0.04) loss per share, compared to a net loss in the prior year period of ($3.9) million, or ($0.06) loss per share.  These results include stock-based compensation expense of $0.3 million and $0.4 million for the quarters ended December 30, 2017 and December 31, 2016, respectively.

 

As of December 30, 2017, cash and cash equivalents and restricted cash were $9.5 million, total assets were $18.8 million, working capital was $7.7 million, total debt, net of debt discount and accrued interest, was $16.8 million, and stockholders’ deficit was ($5.3) million.

 

“In 2017 we nearly doubled our revenues, made further progress in the commercialization of HybriDIMM™ and expanded our intellectual property with the issuance of important new patents. This year, we are committed to growing the NV/EV business and licensing our intellectual property amid an exploding high-performance memory market.” said C.K. Hong, Netlist’s Chief Executive Officer.

 

Adjusted EBITDA loss was ($11.4) million for the year ended December 30, 2017, compared to an adjusted EBITDA loss of ($9.3) million for the prior year period. Adjusted EBITDA (loss) was ($2.6) million for the fourth quarter ended December 30, 2017, compared to adjusted EBITDA (loss) of ($3.7) million for the quarter ended December 31, 2016.  Adjusted EBITDA is a non-GAAP financial measure.  Non-GAAP financial measures are described below under “Note Regarding Use of Non-GAAP Financial Measures,” and are reconciled to the most directly comparable GAAP financial measure, net loss, below under “Unaudited Schedule Reconciling GAAP Net Loss to Non-GAAP EBITDA and Adjusted EBITDA.”

 

1



 

Conference Call Information

 

C.K. Hong, Chief Executive Officer, and Gail Sasaki, Chief Financial Officer, will host an investor conference call today, March 27, 2018 at 5:00 p.m. Eastern Time to review Netlist’s results for the full year and fourth quarter ended December 30, 2017.  The dial-in number for the call is 1-412-317-5443.  The live webcast and archived replay of the call can be accessed for 90 days in the Investors section of Netlist’s website at www.netlist.com.

 

Note Regarding Use of Non-GAAP Financial Measures

 

Certain of the data included in this press release, including EBITDA and adjusted EBITDA, are non-GAAP financial measures. Netlist believes this information is useful to investors because it provides a basis for measuring the operating performance of Netlist’s business excluding certain items that it believes are not attributable to or reflective of its core operating results.  Netlist defines EBITDA as net loss calculated and presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”), plus interest expense, net, plus provisions for income taxes, and plus depreciation and amortization; and Netlist defines adjusted EBITDA as EBITDA plus stock-based compensation expense and plus (minus) other expense (income), net. Netlist expects to continue to incur expenses similar to the line items added to or subtracted from net loss to calculate EBITDA and adjusted EBITDA; accordingly, the exclusion of these items in the presentation of these non-GAAP financial measures should not be construed as an inference that these items are unusual, infrequent or non-recurring. Netlist’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measure net loss in evaluating Netlist’s operating performance. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in conformity with GAAP, and non-GAAP financial measures as reported by Netlist may not be comparable to similarly titled amounts reported by other companies.

 

About Netlist

 

Netlist provides high-performance modular memory subsystems to customers in diverse industries that require enterprise and storage class memory solutions to empower critical business decisions. Flagship products NVvault® and EXPRESSvault™ enable customers to accelerate data running through their servers and storage and reliably protect enterprise-level cache, metadata and log data by providing near instantaneous recovery in the event of a system failure or power outage. HybriDIMM™, Netlist’s next-generation storage class memory product, addresses the growing need for real-time analytics in Big Data applications, in-memory databases, high-performance computing and advanced data storage solutions. Netlist also resells component products to end-customers that are not reached in the distribution models of the component manufacturers, including storage customers, appliance customers, system builders and cloud and datacenter customers. Netlist holds a portfolio of patents, many seminal, in the areas of hybrid memory, storage class memory, rank multiplication and load reduction. Netlist is part of the Russell Microcap® Index. To learn more, visit www.netlist.com.

 

Safe Harbor Statement

 

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical facts and often address future events or Netlist’s future performance. Forward-looking statements contained in this news release include statements about, among other things, trends in Netlist’s performance; Netlist’s efforts to expand and strengthen its patent portfolio; Netlist’s strategy to license or otherwise monetize its intellectual property; Netlist’s pending legal proceedings; customer interest in and market acceptance of

 

2



 

Netlist’s products, as well as Netlist’s efforts to support increases in such interest and acceptance; and Netlist’s ability to execute its other strategic initiatives.

 

All forward-looking statements reflect management’s present assumptions, expectations and beliefs regarding future events and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in or implied by any forward-looking statements. These risks, uncertainties and other factors include, among others: risks associated with Netlist’s product sales, including, among others, the market and demand for products sold or resold by Netlist and its ability to successfully develop, launch and stimulate customer demand for new products that are attractive to the market; risks associated with patent infringement litigation initiated by Netlist, such as its ongoing proceedings against SK hynix Inc., or by others against Netlist, as well as the costs and unpredictability of any such litigation and Netlist’s strategies in connection with such litigation; risks related to Netlist’s plans for its intellectual property, including its goals of monetizing, licensing, expanding and defending its patent portfolio; the level of success of any strategic partnerships Netlist may establish, including its relationship with Samsung Electronics Co., Ltd.; risks related to the availability of additional capital if and as needed; the competitive landscape of Netlist’s industry; and general economic, political and market conditions.  These and other risks and uncertainties are described in Netlist’s annual report on Form 10-K for its most recently completed fiscal year and the other filings it makes with the U.S. Securities and Exchange Commission from time to time, including any subsequently filed quarterly and current reports. In light of these risks, uncertainties and other factors, our forward-looking statements should not be relied on as predictions of future events. All forward-looking statements reflect Netlist’s assumptions, expectations and beliefs only as of the date they are made, and except as required by law, Netlist undertakes no obligation to revise or update any forward-looking statements for any reason.

 

(Tables Follow)

 

For more information, please contact:

 

 

 

The Plunkett Group

Netlist, Inc.

Mike Smargiassi/Sharon Oh

Gail M. Sasaki

NLST@theplunkettgroup.com

Chief Financial Officer

(212) 739-6729

(949) 435-0025

 

3



 

Netlist, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands)

 

 

 

December 30,

 

December 31,

 

 

 

2017

 

2016

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

6,720

 

$

9,476

 

Restricted cash

 

2,800

 

3,100

 

Accounts receivable, net

 

2,997

 

1,751

 

Inventories

 

4,105

 

3,160

 

Prepaid expenses and other current assets

 

303

 

1,766

 

Total current assets

 

16,925

 

19,253

 

 

 

 

 

 

 

Property and equipment, net

 

459

 

645

 

Other assets

 

1,406

 

70

 

Total assets

 

$

18,790

 

$

19,968

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

6,120

 

$

4,028

 

Revolving line of credit

 

2,024

 

676

 

Accrued payroll and related liabilities

 

807

 

1,085

 

Accrued expenses and other current liabilities

 

338

 

270

 

Notes payable and capital lease obligation, current

 

 

151

 

Total current liabilities

 

9,289

 

6,210

 

Convertible promissory note, net of debt discount, and accrued interest

 

14,766

 

14,251

 

Long-term warranty liability

 

61

 

36

 

Total liabilities

 

24,116

 

20,497

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ deficit:

 

 

 

 

 

Preferred stock

 

 

 

Common stock

 

80

 

62

 

Additional paid-in capital

 

152,640

 

144,035

 

Accumulated deficit

 

(158,046

)

(144,626

)

Total stockholders’ deficit

 

(5,326

)

(529

)

Total liabilities and stockholders’ deficit

 

$

18,790

 

$

19,968

 

 

4



 

Netlist, Inc. and Subsidiaries

Unaudited  Consolidated Statements of Operations

(in thousands, except per share amounts)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 30,

 

December 31,

 

December 30,

 

December 31,

 

 

 

2017

 

2016

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

Net product revenue

 

$

8,482

 

$

5,538

 

$

38,322

 

$

12,798

 

Non-recurring engineering revenues

 

 

 

 

6,857

 

Total net revenues

 

8,482

 

5,538

 

38,322

 

19,655

 

Cost of sales(1)

 

8,075

 

5,263

 

35,866

 

12,259

 

Gross profit

 

407

 

275

 

2,456

 

7,396

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development(1)

 

1,089

 

1,347

 

5,231

 

6,287

 

Intellectual property legal fees

 

575

 

855

 

2,705

 

3,110

 

Selling, general and administrative(1)

 

1,729

 

2,211

 

7,374

 

9,033

 

Total operating expenses

 

3,393

 

4,413

 

15,310

 

18,430

 

Operating loss

 

(2,986

)

(4,138

)

(12,854

)

(11,034

)

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(143

)

(150

)

(564

)

(578

)

Other income, net

 

2

 

369

 

4

 

386

 

Total other (expense) income, net

 

(141

)

219

 

(560

)

(192

)

Loss before provision for income taxes

 

(3,127

)

(3,919

)

(13,414

)

(11,226

)

Provision for income taxes

 

6

 

4

 

6

 

5

 

Net loss

 

$

(3,133

)

$

(3,923

)

$

(13,420

)

$

(11,231

)

Net loss per common share:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.04

)

$

(0.06

)

$

(0.20

)

$

(0.21

)

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

72,882

 

61,233

 

65,513

 

53,784

 

 


(1)  Amounts include stock-based compensation expense as follows:

 

Cost of sales

 

$

7

 

$

22

 

$

40

 

$

64

 

Research and development

 

90

 

87

 

348

 

350

 

Selling, general and administrative

 

180

 

245

 

829

 

1,061

 

Total stock-based compensation

 

$

277

 

$

354

 

$

1,217

 

$

1,475

 

 

5



 

Netlist, Inc. and Subsidiaries

Unaudited Schedule Reconciling GAAP Net Loss to Non-GAAP EBITDA and Adjusted EBITDA

(in thousands)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 30,

 

December 31,

 

December 30,

 

December 31,

 

 

 

2017

 

2016

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

GAAP net loss

 

$

(3,133

)

$

(3,923

)

$

(13,420

)

$

(11,231

)

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

143

 

150

 

564

 

578

 

Provision for income taxes

 

6

 

4

 

6

 

5

 

Depreciation and amortization

 

66

 

77

 

280

 

287

 

EBITDA (loss)

 

(2,918

)

(3,692

)

(12,570

)

(10,361

)

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

277

 

354

 

1,217

 

1,475

 

Other income, net

 

(2

)

(369

)

(4

)

(386

)

Adjusted EBITDA (loss)

 

$

(2,643

)

$

(3,707

)

$

(11,357

)

$

(9,272

)

 

6