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
May 11, 2021
Date of Report (Date of earliest event reported):
NETLIST, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation)
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001-33170
(Commission
File Number)
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95-4812784
(IRS Employer
Identification Number)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.001 per share
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NLST
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None
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and Financial Condition.
On May 11, 2021, Netlist, Inc. (the “Company”)
issued a press release announcing the Company’s financial results for the first quarter ended April 3, 2021. A copy of the press
release is attached hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K,
including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NETLIST, INC.
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Date: May 11, 2021
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By:
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/s/ Gail M. Sasaki
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Gail M. Sasaki
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Vice President and Chief Financial Officer
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Exhibit 99.1
Netlist Reports First Quarter 2021 Results
IRVINE, CALIFORNIA, May 11, 2021 - Netlist,
Inc. (OTCQB: NLST) today reported financial results for the first quarter ended April 3, 2021.
Net sales for the first quarter ended April 3, 2021 were $14.9 million,
compared to net sales of $14.6 million for the quarter ended March 28, 2020. Gross profit for the quarter ended April 3, 2021 was $1.5
million, or 10.1% of net sales, compared to a gross profit of $2.1 million, or 14.4% of net sales, for the quarter ended March 28, 2020.
Net loss for the first quarter ended April 3, 2021 was ($4.0) million,
or a loss per share of ($0.02), compared to a net loss in the prior year period of ($1.5) million, or a loss per share of ($0.01). These
results include stock-based compensation expense of $0.3 million for the quarter ended April 3, 2021 and $0.2 million for the quarter
ended March 28, 2020.
As of April 3, 2021, cash, cash equivalents and restricted cash was
$26.5 million, total assets were $41.8 million, working capital was $6.9 million, total debt and accrued interest, net of debt discount,
was $21.9 million, and stockholders’ equity was $7.1 million.
“Product revenue grew 30% sequentially during the first quarter
as we benefited from continued sales momentum and a strong demand environment. Bottom line results reflect investments in CXL R&D,
as well as nonrecurring legal expense related to closing the strategic agreement with SK Hynix. Finally, we remain active with intellectual
property licensing and enforcement efforts with pending and newly filed cases.” said Netlist’s Chief Executive Officer, C.K.
Hong.
Conference Call Information
C.K. Hong, Chief Executive Officer, and Gail Sasaki, Chief Financial
Officer, will host an investor conference call today, May 11, 2021 at 12:00 p.m. Eastern Time to review Netlist’s results for the
first quarter 2021. The live webcast and archived replay of the call can be accessed for 90 days in the Investors section of Netlist’s
website at www.netlist.com.
About Netlist
Netlist provides high-performance SSDs and modular memory subsystems
to enterprise customers in diverse industries. The Company's NVMe™ SSD portfolio provides industry-leading performance offered
in multiple capacities and form factors. 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 manufactures a line of specialty and legacy memory products to storage customers, appliance customers, system builders and
cloud and datacenter customers. Netlist holds a portfolio of patents in the areas of server memory, hybrid memory, storage class memory,
rank multiplication and load reduction. To learn more, visit www.netlist.com.
Safe Harbor Statement
This news release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical
facts and often address future events or Netlist's future performance. Forward-looking statements contained in this news release
include statements about Netlist's ability to execute on its strategic initiatives. All forward-looking statements reflect
management's present expectations regarding future events and are subject to known and unknown risks, uncertainties and other
factors that could cause actual results to differ materially from those expressed in or implied by any forward-looking statements.
These risks, uncertainties and other factors include, among others: risks related to Netlist's plans for its intellectual property,
including its strategies for monetizing, licensing, expanding, and defending its patent portfolio; risks associated with patent
infringement litigation initiated by Netlist, or by others against Netlist, as well as the costs and unpredictability of any such
litigation; risks associated with Netlist's product sales, including the market and demand for products sold by Netlist and its
ability to successfully develop and launch new products that are attractive to the market; the success of product, joint development
and licensing partnerships; the competitive landscape of Netlist's industry; and general economic, political and market conditions,
including quarantines, factory slowdowns or shutdowns, and travel restrictions resulting from the COVID-19 pandemic. All
forward-looking statements reflect management's present assumptions, expectations and beliefs regarding future events and are
subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those
expressed in or implied by any forward-looking statements. These and other risks and uncertainties are described in Netlist's annual
report on Form 10-K for its most recently completed fiscal year filed on March 26, 2021, and the other filings it makes with the
U.S. Securities and Exchange Commission from time to time, including any subsequently filed quarterly and current reports. In light
of these risks, uncertainties and other factors, these forward-looking statements should not be relied on as predictions of future
events. These forward-looking statements represent Netlist's assumptions, expectations and beliefs only as of the date they are
made, and except as required by law, Netlist undertakes no obligation to revise or update any forward-looking statements for any
reason.
(Tables Follow)
For more information, please contact:
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The Plunkett Group
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Netlist, Inc.
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Mike Smargiassi
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Gail M. Sasaki
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NLST@theplunkettgroup.com
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Chief Financial Officer
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(212) 739-6729
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(949) 435-0025
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Netlist, Inc. and Subsidiaries
Condensed
Consolidated Balance Sheets
(in
thousands)
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(unaudited)
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April 3,
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January 2,
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2021
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2021
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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21,616
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$
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13,326
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Restricted cash
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4,900
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3,200
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Accounts receivable, net
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5,678
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4,680
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Inventories
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8,556
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3,198
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Prepaid expenses and other current assets
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710
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514
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Total current assets
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41,460
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24,918
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Property and equipment, net
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190
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182
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Operating lease right-of-use assets
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117
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114
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Other assets
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58
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58
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Total assets
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$
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41,825
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$
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25,272
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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Current liabilities:
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Accounts payable
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$
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11,104
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$
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5,327
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Revolving line of credit
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4,640
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3,678
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Accrued payroll and related liabilities
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793
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806
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Accrued expenses and other current liabilities
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791
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777
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Long-term debt due within one year
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17,207
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17,056
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Total current liabilities
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34,535
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27,644
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Long-term debt
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41
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146
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Other liabilities
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105
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102
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Total liabilities
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34,681
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27,892
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Commitments and contingencies
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Stockholders' equity (deficit):
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Preferred stock
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—
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—
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Common stock
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215
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195
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Additional paid-in capital
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205,832
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192,071
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Accumulated deficit
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(198,903
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(194,886
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Total stockholders' equity (deficit)
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7,144
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(2,620
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Total liabilities and stockholders' equity (deficit)
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$
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41,825
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$
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25,272
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Netlist, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share amounts)
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Three Months Ended
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April 3,
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March 28,
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2021
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2020
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Net sales
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$
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14,897
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$
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14,631
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Cost of sales(1)
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13,396
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12,522
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Gross profit
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1,501
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2,109
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Operating expenses:
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Research and development(1)
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1,124
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654
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Intellectual property legal fees
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2,287
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625
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Selling, general and administrative(1)
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1,957
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2,221
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Total operating expenses
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5,368
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3,500
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Operating loss
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(3,867
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(1,391
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Other expense, net:
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Interest expense, net
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(147
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(148
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Other expense, net
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(2
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(3
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Total other expense, net
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(149
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(151
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Loss before provision for income taxes
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(4,016
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(1,542
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Provision for income taxes
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1
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—
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Net loss
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$
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(4,017
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$
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(1,542
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Net loss per common share:
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Basic and diluted
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$
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(0.02
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$
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(0.01
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Weighted-average common shares outstanding:
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Basic and diluted
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205,680
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169,719
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(1) Amounts include stock-based compensation expense as follows:
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Cost of sales
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$
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3
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$
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3
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Research and development
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110
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47
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Selling, general and administrative
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225
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156
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Total stock-based compensation
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$
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338
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$
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206
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