This Quarterly Report on Form 10-Qcontains 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 shipments,
projected 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; 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 Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K.

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 months ended March 28, 2020 and March 30, 2019.





                                                  Three Months Ended
                                 March 28,             March 30,           Change over
                                    2020                  2019            prior period
                                   (In thousands, except percentages and per share
                                                       amounts)
  Net revenues                 $       18,840        $       24,827       $      (5,987 )
  Gross profit                 $        8,156        $        7,239       $         917
  Gross margin percent                   43.3 %                29.2 %       14.1 points
  Loss from operations         $       (1,100 )      $       (1,999 )     $         899
  Net loss                     $       (1,224 )      $       (2,392 )     $       1,168
  Net loss per diluted share   $        (0.05 )      $        (0.10 )     $        0.05




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Net revenues decreased during the first quarter of fiscal 2020 compared to the
same period in the prior year primarily due to lower TFE sales, offset in part
by higher Photonics product sales and higher Photonics contract research and
development ("R&D") revenue. TFE did not recognize revenue on any systems sales
in the first quarter of fiscal 2020 compared to one 200 Lean® HDD system and
four ENERGi® solar ion implant systems in the first quarter of fiscal 2019. The
Company reported a smaller net loss for the first quarter of fiscal 2020
compared to the first quarter of fiscal 2019 due to higher gross margins and
lower spending on R&D materials, offset in part by increased selling, general
and administrative expense, resulting from higher variable compensation
expenses.

Intevac expects that HDD equipment sales will be down from 2019 levels as a HDD
manufacturer takes delivery of the two 200 Lean HDD systems in backlog. In 2020,
Intevac expects lower sales of new TFE products as we expect to: (i) convert at
least one of the two systems under evaluation at customer factories to revenue
and (ii) obtain follow-on production orders for our VERTEX coating system for
DCPs but 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.

We are unable to accurately predict the possible future effect of the
COVID-19outbreak 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. Our factories in
California remain open as both TFE and Photonics businesses are within the
critical infrastructure sectors. On April 27, 2020, the Singapore government
directed us to suspend all on-site activities at our factory in Singapore and
remain closed until at least June 1, 2020. The closure of our factory in
Singapore significantly curtails our ability to meet production demand and
shipments for our TFE HDD customers during this closure period. Although these
restrictions are currently scheduled to expire on June 1, 2020, there can be no
assurance they will not be extended. While this business disruption is expected
to be temporary, the current circumstances are dynamic and the impacts of
COVID-19 on our business operations, including the duration to our operations,
cannot be reasonably estimated at this time. We have implemented work-from-home
protocols and all employees that can work remotely will continue to do so until
restrictions are lifted by the U.S. and Singapore governments.

Intevac's trademarks include the following: "200 Lean®," "DiamondCladTM,"
"DIAMONDDOGTM," "EBAPS®," "ENERGi®," "LIVAR®," "INTEVAC LSMA®," "INTEVAC
MATRIX®," "MicroVista®," "NightVista®," "oDLC®," "INTEVAC VERTEX®," "VERTEX
MarathonTM," and "VERTEX SPECTRATM."

Results of Operations

Net revenues



                                              Three Months Ended
                                 March 28,       March 30,       Change over
                                   2020            2019          prior period
                                                (In thousands)
           TFE                  $     7,962     $    18,945     $      (10,983 )
           Photonics
           Products                   5,874           2,692              3,182
           Contract R&D               5,004           3,190              1,814

                                     10,878           5,882              4,996

           Total net revenues   $    18,840     $    24,827     $       (5,987 )



TFE did not recognize revenue on any systems sales in the first quarter of
fiscal 2020. TFE revenue for the three months ended March 28, 2020 included
revenue recognized for disk equipment technology upgrades and spare parts. TFE
revenue for the three months ended March 30, 2019 included revenue recognized
for one 200 Lean HDD system, four ENERGi solar ion implant systems, disk
equipment technology upgrades and spare parts.



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Photonics revenue for the three months ended March 28, 2020 increased compared
to the same period in the prior year resulting from higher product sales due to
the resumption of shipments of the Apache camera and increased shipments of the
F35 JSF night-vision camera modules and higher contract R&D work primarily
related to the IVAS contract.

Backlog



                               March 28,       December 28,      March 30,
                                 2020              2019             2019
                                             (In thousands)
              TFE             $    22,386     $       21,391     $   59,346
              Photonics            64,787             71,015         43,294

              Total backlog   $    87,173     $       92,406     $  102,640

TFE backlog at both March 28, 2020 and at December 28, 2019 included two 200 Lean HDD systems. TFE backlog at March 30, 2019 included five 200 Lean HDD systems and five ENERGi solar ion implant systems.

Revenue by geographic region





                                                    Three Months Ended
                                 March 28, 2020                           March 30, 2019
                                                      (In thousands)
                        TFE        Photonics       Total         TFE         Photonics       Total
 United States        $   519     $    10,856     $ 11,375     $    161     $     5,716     $  5,877
 Asia                   7,443              -         7,443       18,784              -        18,784
 Europe                    -               22           22           -              166          166

Total net revenues $ 7,962 $ 10,878 $ 18,840 $ 18,945 $ 5,882 $ 24,827





International sales include products shipped to overseas operations of U.S.
companies. The increase in sales to the U.S. region in 2020 versus 2019,
reflected higher Photonics product shipments and higher Photonics contract R&D
work. Sales to the Asia region in 2020 did not include any systems versus one
200 Lean system and four ENERGi solar ion implant systems in 2019. Sales to the
Europe region in 2020 and 2019 were not significant.

Gross profit



                                                  Three Months Ended
                                    March 28,        March 30,        Change over
                                      2020             2019           prior period
                                          (In thousands, except percentages)
     TFE gross profit              $     3,500      $     5,977      $       (2,477 )
     % of TFE net revenues                44.0 %           31.5 %
     Photonics gross profit        $     4,656      $     1,262      $        3,394

     % of Photonics net revenues          42.8 %           21.5 %
     Total gross profit            $     8,156      $     7,239      $          917
     % of net revenues                    43.3 %           29.2 %


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 44.0% in the three months ended March 28, 2020 compared to
31.5% in the three months ended March 30, 2019. The increase in margins was due
to favorable product mix. Lower TFE margins in the three months ended
March 30, 2019 resulted from four lower margin ENERGi solar ion implant systems.
Gross margins in the TFE business will vary depending on a number of factors,
including revenue levels, product mix, product cost, system configuration and
pricing, factory utilization, and provisions for excess and obsolete inventory.

Photonics gross margin was 42.8% in the three months ended March 28, 2020
compared to 21.5% in the three months ended March 30, 2019. Higher Photonics
gross margins for the three months ended March 28, 2020 reflected higher revenue
levels and improved margins on both products and contract R&D work.



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Research and development expense





                                                     Three Months Ended
                                        March 28,       March 30,       Change over
                                          2020            2019          prior period
                                                       (In thousands)
    Research and development expense   $     3,284     $     3,986     $         (702 )


Research and development spending in TFE during the three months ended
March 28, 2020 decreased compared to the three months ended March 30, 2019 due
to lower spending on HDD, semiconductor Fan-out and PV development, offset in
part by increased spending on DCP development. Research and development spending
decreased in Photonics during the three months ended March 28, 2020 as compared
to the three months ended March 30, 2019 primarily related to lower spending on
the next generation of our low light level CMOS camera. Research and development
expenses do not include costs of $2.9 million and $2.5 million for the
three-month periods ended March 28, 2020 and March 30, 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
                                                   March 28,        March 30,        Change over
                                                     2020             2019          prior period
                                                                  (In thousands)

Selling, general and administrative expense $ 5,972 $ 5,252 $ 720




Selling, general and administrative expense consists primarily of selling,
marketing, customer support, financial and management costs. Selling, general
and administrative expense for the three months ended March 28, 2020 increased
compared to the three months ended March 30, 2019 as a result of higher variable
compensation expenses and incremental costs to launch our Diamond Dog e-commerce
website.

Interest income and other income (expense), net





                                                                   Three Months Ended
                                                     March 28,         March 30,         Change over
                                                       2020              2019           prior period
                                                                     (In thousands)

Interest income and other income (expense), net $ 142 $

160 $ (18 )




Interest income and other income (expense), net in the three months ended
March 28, 2020 included $125,000 of interest income on investments and $25,000
of foreign currency gains, offset in part by various other expenses of $8,000.
Interest income and other income (expense), net in the three months ended
March 30, 2019 included $148,000 of interest income on investments, $20,000 of
earnout income from a divestiture and miscellaneous other income of $23,000,
offset in part by $32,000 of foreign currency losses. The decrease in interest
income in the three months ended March 28, 2020 resulted from lower invested
balances.

Income tax provision



                                               Three Months Ended
                                  March 28,       March 30,       Change over
                                    2020            2019          prior period
                                                 (In thousands)
          Income tax provision   $       266     $       553     $         (287 )


Intevac recorded income tax provisions of $266,000 for the three months ended
March 28, 2020 and $553,000 for the three months ended March 30, 2019. The
income tax provisions for the three-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-month period
ended March 28, 2020 Intevac recorded a $165,000 income tax provision on
earnings of our international subsidiaries and recorded $101,000 for withholding
taxes on royalties paid to the United States from Intevac's Singapore subsidiary
as a discrete item. For the three-month period ended March 30, 2019 Intevac
recorded a $362,000 income tax provision on earnings of our international
subsidiaries and recorded $191,000 for withholding taxes on royalties paid to
the United States from Intevac's Singapore subsidiary as a discrete item. For
all periods presented Intevac utilized net operating loss carry-forwards to
offset the impact of the GILTI. Intevac's



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tax rate differs from the applicable statutory rates due primarily to
establishment of a valuation allowance, the 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 March 28, 2020, Intevac had $43.2 million in cash, cash equivalents,
restricted cash and investments compared to $42.8 million at December 28, 2019.
During the first three months of 2020, cash, cash equivalents, restricted cash
and investments increased by $416,000 due primarily to cash generated by
operating activities and cash received from the sale of Intevac common stock to
Intevac's employees through Intevac's employee benefit plans, partially offset
by purchases of fixed assets, tax payments on net share settlements and stock
repurchases.

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



                                                                  March 28,        December 28,
                                                                    2020               2019
                                                                         (In thousands)
Cash and cash equivalents                                        $    21,450      $       19,767
Restricted cash                                                          787                 787
Short-term investments                                                16,441              16,720
Long-term investments                                                  4,549               5,537

Total cash, cash equivalents, restricted cash and investments $ 43,227 $ 42,811

Operating activities generated cash of $1.1 million during the first three months of 2020 compared to $969,000 during the first three months of 2019.



Accounts receivable totaled $23.0 million at March 28, 2020 compared to
$28.6 million at December 28, 2019. At March 28, 2020 and December 28, 2019,
customer advances for products that had not been shipped to customers and
included in accounts receivable were $805,000 and $210,000, respectively. Net
inventories totaled $27.2 million at March 28, 2020 compared to $24.9 million at
December 28, 2019. Net inventories at both March 28, 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. Accounts payable increased to $4.7 million
at March 28, 2020 from $4.2 million at December 28, 2019. Accrued payroll and
related liabilities decreased to $4.0 million at March 28, 2020 compared to
$6.5 million at December 28, 2019 due primarily to the settlement of 2019
bonuses. Other accrued liabilities decreased to $2.7 million at March 28, 2020
compared to $3.6 million at December 28, 2019. Customer advances increased from
$4.0 million at December 28, 2019 to $4.7 million at March 28, 2020, primarily
due to the recognition of new orders offset in part by the recognition of
revenue.

Investing activities generated cash of $143,000 during the first three months of
2020. Proceeds from sales of investments net of purchases totaled $1.3 million.
Capital expenditures for the three months ended March 28, 2020 were
$1.1 million.

Financing activities generated cash of $521,000 in the first three months of
2020. The sale of Intevac common stock to Intevac's employees through Intevac's
employee benefit plans generated cash of $950,000. Tax payments related to the
net share settlement of restricted stock units were $36,000. Cash used to
repurchase shares of common stock under the Company's stock repurchase program
totaled $393,000 for the three months ended March 28, 2020.

Intevac's investment portfolio consists principally of investment grade money
market mutual funds, U.S. Treasury and agency securities, certificates of
deposit, commercial paper, municipal bonds 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 March 28, 2020, approximately $15.6 million of cash and cash equivalents
and $3.4 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.



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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 $5.0 million to $6.0 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 March 28, 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 other 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
three months ended March 28, 2020.

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