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): May 14, 2019
 
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
 
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, par value $0.001 per share	 	NLST	 	None	

 

 
Item 2.02.  Results of Operations and Financial Condition.
 
On May 14, 2019  Netlist, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for the quarter ended March 30, 2019. 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 May 14, 2019	
 
2 

 
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: May 14, 2019	By:	/s/ Gail M. Sasaki	
 	 	Gail M. Sasaki	
 	 	Vice President and Chief Financial Officer	
 
3 

Exhibit 99.1 
 
NETLIST REPORTS FIRST QUARTER 2019 RESULTS
 
IRVINE, CALIFORNIA , May 14, 2019 - Netlist, Inc. (OCTQX: NLST) today reported financial results for the first quarter ended March 30, 2019.
 
Net sales for the first quarter ended March 30, 2019 were $5.1 million, compared to net sales of $8.9 million for the quarter ended March 31, 2018.  Gross profit for the quarter ended March 30, 2019 was $0.3 million, or 5.5% of net sales, compared to a gross profit of $0.4 million, or 4.3% of net sales, for the quarter ended March 31, 2018.
 
As of March 30, 2019, cash, cash equivalents and restricted cash were $11.8 million, total assets were $20.4 million, working capital was $6.2 million, total debt and accrued interest, net of debt discount, was $19.5 million, and stockholders’ deficit was ($9.0) million.
 
“In the first quarter we decreased net loss on both a year-over-year and sequential basis.  The results reflect the positive impact of ongoing cost management, which partially compensated for the short-term softness in revenue related to the global erosion in pricing of server DRAM,” said Netlist’s Chief Executive Officer, C.K. Hong.  “We remain actively focused on intellectual property licensing and look forward to the resumption of the trial against SK hynix at the United States International Trade Commission in Washington D.C. in July.”
 
Conference Call Information
 
C.K. Hong, Chief Executive Officer, and Gail Sasaki, Chief Financial Officer, will host an investor conference call today, May 14, 2019 at 5:00 p.m. Eastern Time to review Netlist’s results for the first quarter ended March 30, 2019.  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.
 
About Netlist
 
Netlist provides high-performance SSDs and modular memory subsystems to enterprise customers in diverse industries. Flagship products NVvault® and EXPRESSvault™ enable customers to accelerate data in their servers and storage and reliably protect enterprise-level cache, metadata and log data 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 manufactures and provides 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, many seminal, in the areas of 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, 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; 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, including its relationship with Samsung Electronics Co., Ltd.; the competitive landscape of Netlist’s industry; and general economic, political and market conditions.  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 22, 2019, 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:

The Plunkett Group	Netlist, Inc.	
Mike Smargiassi/Sharon Oh	Gail M. Sasaki	
NLST@theplunkettgroup.com	Chief Financial Officer	
(212) 739-6729	(949) 435-0025	

 
Netlist, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands)

 	 	March 30,	 	December 29,	 	
 	 	2019	 	2018	 	
 	 	(unaudited)	 	(audited)	 	
ASSETS	 	 	 	 	 	
Current assets:	 	 	 	 	 	
Cash and cash equivalents	 	$	9,991	 	$	14,802	 	
Restricted cash	 	1,850	 	1,850	 	
Accounts receivable, net	 	2,402	 	2,917	 	
Inventories	 	2,449	 	2,946	 	
Prepaid expenses and other current assets	 	639	 	677	 	
Total current assets	 	17,331	 	23,192	 	
 	 	 	 	 	 	
Property and equipment, net	 	256	 	279	 	
Operating lease right-of-use assets	 	1,399	 	—	 	
Other assets	 	1,394	 	1,394	 	
Total assets	 	$	20,380	 	$	24,865	 	
 	 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ DEFICIT	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	
Accounts payable	 	$	7,625	 	$	9,497	 	
Revolving line of credit	 	2,024	 	2,293	 	
Accrued payroll and related liabilities	 	487	 	604	 	
Accrued expenses and other current liabilities	 	770	 	343	 	
Note payable	 	252	 	376	 	
Total current liabilities	 	11,158	 	13,113	 	
Convertible promissory notes and accrued interest, net of debt discounts	 	17,226	 	17,346	 	
Operating lease liabilities	 	908	 	—	 	
Long-term warranty liability	 	77	 	78	 	
Total liabilities	 	29,369	 	30,537	 	
 	 	 	 	 	 	
Commitments and contingencies	 	 	 	 	 	
 	 	 	 	 	 	
Stockholders’ deficit:	 	 	 	 	 	
Preferred stock	 	—	 	—	 	
Common stock	 	140	 	139	 	
Additional paid-in capital	 	170,087	 	169,355	 	
Accumulated deficit	 	(179,216	)	(175,166	)	
Total stockholders’ deficit	 	(8,989	)	(5,672	)	
Total liabilities and stockholders’ deficit	 	$	20,380	 	$	24,865	 	

 
Netlist, Inc. and Subsidiaries
Unaudited Consolidated Statements of Operations
(in thousands, except per share amounts)

 	 	Three Months Ended	 	
 	 	March 30,	 	March 31,	 	
 	 	2019	 	2018	 	
 	 	 	 	 	 	
Net sales	 	$	5,105	 	$	8,879	 	
Cost of sales(1)	 	4,826	 	8,500	 	
Gross profit	 	279	 	379	 	
Operating expenses:	 	 	 	 	 	
Research and development(1)	 	590	 	1,008	 	
Intellectual property legal fees	 	1,495	 	2,211	 	
Selling, general and administrative(1)	 	1,973	 	1,691	 	
Total operating expenses	 	4,058	 	4,910	 	
Operating loss	 	(3,779	)	(4,531	)	
Other income (expense):	 	 	 	 	 	
Interest expense, net	 	(272	)	(147	)	
Other (expense) income, net	 	1	 	5	 	
Total other expense, net	 	(271	)	(142	)	
Loss before (benefit) provision for income taxes	 	(4,050	)	(4,673	)	
(Benefit) provision for income taxes	 	—	 	—	 	
Net loss	 	$	(4,050	)	$	(4,673	)	
Net loss per common share:	 	 	 	 	 	
Basic and diluted	 	$	(0.03	)	$	(0.06	)	
Weighted-average common shares outstanding:	 	 	 	 	 	
Basic and diluted	 	139,039	 	82,461	 	

(1)  Amounts include stock-based compensation expense as follows:	 	 	 	 	 	
 	 	 	 	 	 	
Cost of sales	 	$	7	 	$	6	 	
Research and development	 	51	 	80	 	
Selling, general and administrative	 	284	 	155	 	
Total stock-based compensation	 	$	342	 	$	241