8-K
EVERSPIN TECHNOLOGIES INC. (MRAM)
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 12, 2020
Everspin Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37900 | 26-2640654 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
5670 W. Chandler Blvd.
Suite 100
Chandler, Arizona 85226
(Address of principal executive offices, including zip code)
(480) 347-1111
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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 $0.0001 | MRAM | The Nasdaq Stock Market |
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 March 12, 2020, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated March 12, 2020. |
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 hereunto duly authorized.
| Everspin Technologies, Inc. | ||
|---|---|---|
| Dated: March 12, 2020 | ||
| By: | /s/ Matt Tenorio | |
| Matt Tenorio | ||
| Interim Chief Financial Officer |
Exhibit 99.1
Everspin Reports Fourth Quarter and Fiscal Year 2019 Financial Results
Revenue at High-End of Guidance with 54% Gross Margin
CHANDLER, Ariz.--(BUSINESS WIRE)--March 12, 2020--Everspin Technologies, Inc. (Nasdaq: MRAM), the market leader in MRAM, today announced financial results for the fourth quarter ended December 31, 2019.
Fourth Quarter and Recent Highlights
- Fourth quarter total revenue of $9.7 million was up 5% sequentially and at the high-end of guidance
- Ended year with cash and equivalents of $14.5 million
- Implemented restructuring to accelerate path to profitability
- Achieved second data center OEM qualification of 1Gb STT-MRAM
- Announced development of STT-MRAM for Industrial and IoT applications
- Signed joint development agreement extension with GLOBALFOUNDRIES for development of 12nm MRAM
“We ended 2019 on a strong quarter of progress in a year in which the semiconductor industry faced broad cyclicality, exacerbated by protracted global trade tensions in our core industrial market,” stated Kevin Conley, Everspin’s President and CEO. “Fourth quarter revenue increased sequentially and was supported by improved costs and reduced OpEx. Revenue was at the high-end of guidance, driven by another quarter of record STT-MRAM revenue and continued growth for Toggle products. Our quarterly loss per share, excluding a one-time restructuring charge, was also well above our guidance.
“Building on our successful spending reductions in 2019, Everspin recently implemented a restructuring plan that fully supports our strategic objectives while capturing significant savings in 2020, thereby accelerating our path toward achieving cash flow breakeven by year-end. With the confidence we have in our cash position and business outlook, we have suspended use of the at-the-market (ATM) facility we put in place last year.
“Additionally, we continue to meaningfully advance new and existing engagements for our 1Gb STT-MRAM device through a combination of successful customer qualifications and partnerships in the enterprise server and storage ecosystem. Everspin secured an additional data center design win for our 1Gb STT-MRAM and continued to see significant quarter-over-quarter growth in our Toggle MRAM design wins. With this growing pipeline and interest for our expanding portfolio of MRAM solutions, combined with our improved margins, we are increasingly well positioned to drive profitable growth and value for our shareholders.”
Fourth Quarter and Full Year Results
Total revenue for the fourth quarter of 2019 was $9.7 million, compared to $9.2 million in the previous quarter and $12.3 million in the fourth quarter of 2018. For the full year 2019, total revenue was $37.5 million, compared to $49.4 million in 2018, which included $9.9 million in licensing, royalty and other revenue.
Gross margin for the fourth quarter of 2019 increased to 53.6%, compared to 47.4% in the previous quarter and 44.2% in the fourth quarter of 2018. Full year 2019 gross margin was 48.9%, compared to 51.3% in 2018.
Operating expenses for the fourth quarter of 2019 were $8.2 million, which included $0.8 million in one-time restructuring charges, compared to $7.9 million in the prior quarter and $8.8 million in the fourth quarter of 2018. For the full year 2019, operating expenses were $32.7 million, including the fourth quarter one-time restructuring charge, compared to $42.7 million in 2018.
GAAP net loss for the fourth quarter of 2019 was $3.1 million, or ($0.17) per share, based on 17.7 million weighted-average shares outstanding. Fourth quarter 2019 GAAP results included the $0.8 million restructuring charge as well as approximately $1.1 million of stock-based compensation expense. This compared to a net loss of $3.7 million, or ($0.21) per share, in the third quarter of 2019 and a net loss of $3.5 million, or ($0.20) per share, in the fourth quarter of 2018.
For the full year 2019, GAAP net loss was $14.7 million, or ($0.85) per share, based on 17.3 million weighted-average shares outstanding, which included the $0.8 million fourth quarter restructuring charge as well as approximately $3.6 million of stock-based compensation expense. For the full year 2018, GAAP net loss was $17.8 million, or ($1.08) per share.
Cash and cash equivalents as of December 31, 2019 were $14.5 million, compared to $14.8 million at the end of the third quarter of 2019. During the quarter, the Company issued 0.5 million new shares through its at-the-market equity facility, resulting in net proceeds $2.6 million.
Business Outlook
For the first quarter of 2020, Everspin expects total revenue in the range of $9.5 million and $9.9 million. GAAP net loss is expected to range between ($0.15) and ($0.11) per share, and non-GAAP net loss, which excludes stock-based compensation expense, is expected to range between ($0.09) and ($0.05) per share based on a weighted-average share count of 18.1 million shares outstanding. This compares to a GAAP loss per share of ($0.25) in the first quarter of 2019 on $10 million of revenue, highlighting the significant progress made over the past year on cost reduction initiatives to drive increased operating leverage and improve the Company’s bottom-line results.
Conference Call
Everspin will host a conference call for analysts and investors today at 5:00 p.m. Eastern Time. Interested participants can access the call by dialing 1-844-889-7788 and providing passcode 9787074. International callers may join the call by dialing **** +1-661-378-9932, using the same code. The call will also be available as a live and archived webcast in the Investor Relations section of the company’s website at investor.everspin.com.
A telephone replay of the conference call will be available approximately two hours after the call through March 19, 2020. The replay can be accessed by dialing 1-855-859-2056 and using the passcode 9787074. International callers should dial +1-404-537-3406 and enter the same passcode at the prompt.
About Everspin Technologies
Everspin Technologies, Inc. is the world’s leading provider of Magnetoresistive RAM (MRAM) for Industrial IoT and Data Center applications, delivering unprecedented performance, non-volatility, endurance and reliability for applications where data persistence is paramount. Headquartered in Chandler, Arizona, Everspin is transforming the memory market with the largest and most diverse foundation of MRAM customers. For more information, visit www.everspin.com. NASDAQ: MRAM.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements regarding future events that involve risks and uncertainties that could cause actual results or events to differ materially from the expectations disclosed in the forward-looking statements, including, but not limited to the statements made under the caption “Business Outlook.” Actual results could differ materially from these forward-looking statements as a result of certain factors, including, without limitation, the risks set forth in Everspin’s Form 10-Q filed with the Securities and Exchange Commission on November 8, 2019, under the caption “Risk Factors.” Subsequent events may cause these expectations to change, and Everspin disclaims any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise.
| EVERSPIN TECHNOLOGIES, INC. <br> Condensed Balance Sheets <br> (In thousands, except share and per share amounts) <br> (Unaudited) | |||
|---|---|---|---|
| 2018 | |||
| Assets | |||
| Current assets: | |||
| Cash and cash equivalents | 14,487 | $ | 23,379 |
| Accounts receivable, net | 5,799 | 7,522 | |
| Inventory | 7,863 | 9,097 | |
| Prepaid expenses and other current assets | 539 | 688 | |
| Total current assets | 28,688 | 40,686 | |
| Property and equipment, net | 3,479 | 4,286 | |
| Right-of-use assets | 3,132 | — | |
| Other assets | 73 | 73 | |
| Total assets | 35,372 | $ | 45,045 |
| Liabilities and Stockholders’ Equity | |||
| Current liabilities: | |||
| Accounts payable | 2,873 | $ | 2,637 |
| Accrued liabilities | 2,727 | 5,001 | |
| Current portion of long-term debt | 670 | 5,977 | |
| Operating lease liabilities | 1,582 | — | |
| Other liabilities | 42 | — | |
| Total current liabilities | 7,894 | 13,615 | |
| Long-term debt, net of current portion | 7,149 | 6,509 | |
| Operating lease liabilities, net of current portion | 1,840 | — | |
| Total liabilities | 16,883 | 20,124 | |
| Commitments and contingencies | |||
| Stockholders’ equity: | |||
| Preferred stock, 0.0001 par value per share; 5,000,000 shares authorized; no shares issued and outstanding as of December 31, 2019 and December 31, 2018 | — | — | |
| Common stock, 0.0001 par value per share; 100,000,000 shares authorized; 18,081,753 and 17,095,456 shares issued and outstanding as of December 31, 2019 and December 31, 2018 | 2 | 2 | |
| Additional paid-in capital | 167,149 | 158,912 | |
| Accumulated deficit | (148,662) | (133,993) | |
| Total stockholders’ equity | 18,489 | 24,921 | |
| Total liabilities and stockholders’ equity | 35,372 | $ | 45,045 |
All values are in US Dollars.
| EVERSPIN TECHNOLOGIES, INC.<br><br> <br>Condensed Statements of Operations and Comprehensive Loss<br><br> <br>(In thousands, except share and per share amounts)<br><br> <br>(Unaudited) | ||||
|---|---|---|---|---|
| Year Ended December 31, | ||||
| 2019 | 2018 | |||
| Product sales | $ | 34,595 | $ | 39,514 |
| Licensing, royalty, and other revenue | 2,908 | 9,903 | ||
| Total revenue | 37,503 | 49,417 | ||
| Cost of sales | 19,172 | 24,083 | ||
| Gross profit | 18,331 | 25,334 | ||
| Operating expenses:^1^ | ||||
| Research and development | 14,183 | 23,637 | ||
| General and administrative | 12,414 | 12,551 | ||
| Sales and marketing | 5,364 | 6,467 | ||
| Restructuring | 782 | — | ||
| Total operating expenses | 32,743 | 42,655 | ||
| Loss from operations | (14,412) | (17,321) | ||
| Interest expense | (747) | (890) | ||
| Other income, net | 490 | 457 | ||
| Net loss and comprehensive loss | $ | (14,669) | $ | (17,754) |
| Net loss per common share, basic and diluted | $ | (0.85) | $ | (1.08) |
| Weighted-average shares used to compute net loss per common share, basic and diluted | 17,317,042 | 16,372,638 | ||
| ^1^Operating expenses includes stock-based compensation as follows: | ||||
| Research and development | $ | 736 | $ | 492 |
| General and administrative | 2,460 | 1,811 | ||
| Sales and marketing | 358 | 365 | ||
| Total stock-based compensation | $ | 3,554 | $ | 2,668 |
| EVERSPIN TECHNOLOGIES, INC.<br><br> <br>Condensed Statement of Cash Flows<br><br> <br>(In thousands)<br><br> <br>(Unaudited) | ||||
|---|---|---|---|---|
| Year Ended December 31, | ||||
| 2019 | 2018 | |||
| Cash flows from operating activities | ||||
| Net loss | $ | (14,669) | $ | (17,754) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Depreciation and amortization | 1,694 | 1,450 | ||
| Loss on disposal of property and equipment | 20 | 19 | ||
| Stock-based compensation | 3,554 | 2,668 | ||
| Non-cash gain on warrant revaluation | (3) | — | ||
| Non-cash interest expense | 290 | 375 | ||
| Compensation expense related to vesting of common stock to GLOBALFOUNDRIES | — | 753 | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable | 1,723 | (3,816) | ||
| Inventory | 1,234 | 694 | ||
| Prepaid expenses and other current assets | 149 | (98) | ||
| Accounts payable | 202 | (178) | ||
| Accrued liabilities | (2,210) | 1,253 | ||
| Operating lease liabilities | (100) | — | ||
| Shipping term reversal | — | (39) | ||
| Net cash used in operating activities | (8,116) | (14,673) | ||
| Cash flows from investing activities | ||||
| Purchases of property and equipment | (861) | (1,914) | ||
| Net cash used in investing activities | (861) | (1,914) | ||
| Cash flows from financing activities | ||||
| Proceeds from the issuance of common stock, net of offering costs | — | 24,524 | ||
| Proceeds from debt | — | 1,000 | ||
| Payments on debt | (4,840) | (1,000) | ||
| Payments of debt issuance costs | (80) | — | ||
| Payments on finance lease obligation | (11) | (11) | ||
| Proceeds from exercise of stock options and purchase of shares in employee stock purchase plan | 282 | 2,503 | ||
| Proceeds from issuance of common stock in at-the-market offering, net of issuance costs | 4,734 | — | ||
| Net cash provided by financing activities | 85 | 27,016 | ||
| Net (decrease) increase in cash and cash equivalents | (8,892) | 10,429 | ||
| Cash and cash equivalents at beginning of period | 23,379 | 12,950 | ||
| Cash and cash equivalents at end of period | $ | 14,487 | $ | 23,379 |
| Supplementary cash flow information: | ||||
| Interest paid | $ | 480 | $ | 504 |
| Cash paid for taxes | $ | 48 | $ | 30 |
| Operating cash flows paid for operating leases | $ | 1,693 | $ | — |
| Financing cash flows paid for finance leases | $ | 11 | $ | — |
| Non-cash investing and financing activities: | ||||
| Right-of-use assets obtained in exchange for new operating leases | $ | 23 | $ | — |
| Increase of right-of-use asset and lease liability due to lease modification | $ | 895 | $ | — |
| Purchase of property and equipment in accounts payable and accrued liabilities | $ | 57 | $ | 11 |
| Modification of warrant | $ | 36 | $ | — |
| Issuance of warrant with debt | $ | — | $ | 43 |
Contacts
Everspin Investor Relations Contact:
Leanne K. Sievers, President
Shelton Group Investor Relations
T: 949-224-3874
E: sheltonir@sheltongroup.com