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): May 11, 2022
Everspin Technologies, Inc.
(Exact name of registrant as specified in its charter)
| | | |
|---|---|---|
| Delaware | 001-37900 | 26-2640654 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
5670 W. Chandler Blvd.
Suite 130
Chandler , Arizona **** 85226
(Address of principal executive offices, including zip code)
( 480 ) 347-1111
(Registrant’s telephone number, including area code)
5670 W. Chandler Blvd.
Suite 100
Chandler, Arizona 85226
(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) |
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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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☐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:
| | | | | Name of each exchange on which |
|---|---|---|---|---|
| Title of each class | Trading Symbol(s) | registered | ||
| Common Stock, par value $0.0001 | | MRAM | | The Nasdaq Stock Market LLC |
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, 2022, Everspin Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2022, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or deemed 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 a filing.
Item 9.01. Financial Statements and Exhibits.
| | | |
|---|---|---|
| Exhibit No. | **** | Description |
| | | |
| 99.1 | | Press release, dated May 11, 2022 |
| | | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL) |
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: May 11, 2022 | | |
| | | |
| | By: | /s/ Anuj Aggarwal |
| | | Anuj Aggarwal |
| | | Chief Financial Officer |
Exhibit 99.1
Q1’22 Earnings Press Release
Everspin Reports Unaudited First Quarter 2022 Financial Results
The Company continues growth into 2022 with profitable first quarter results
Chandler, **** AZ, **** May 11, **** 2022 **** — Everspin Technologies, Inc. (NASDAQ: MRAM), the market leader in MRAM, today announced preliminary unaudited financial results for the first quarter ended March 31, 2022.
First Quarter 2022 **** Highlights
| ● | Q1’22 revenue increased $4.0 million, or 39%, to $14.3 million from $10.3 million for Q1’21. |
|---|---|
| ● | The Company reported net income of $1.9 million for Q1’22, compared to a net loss of $0.5 million for Q1’21. |
| --- | --- |
| ● | Adjusted EBITDA for Q1’22 improved to $3.1 million, compared to $0.8 million for Q1’21. |
| --- | --- |
| ● | Basic EPS for Q1’22 was $0.10 compared to a net loss per share of $0.02 for Q1’21. |
| --- | --- |
“The Everspin team delivered an excellent quarter focusing on sales, yield improvement, and operational discipline in this tough supply chain environment,” said Sanjeev Aggarwal, President & CEO. “We are optimistic about our business outlook and expect our new xSPI family of Low Density STT-MRAM products to drive growth across industrial and IoT markets.”
First **** Quarter **** 2022 **** Results
Total revenue for the first quarter of 2022 was $14.3 million, a decrease of 21% from the $18.2 million reported in the fourth quarter of 2021, which primarily reflects $3.9M in revenue recognized in the fourth quarter of
2021 from a one-time intellectual property (“IP”) monetization deal. This is an increase of 39% compared to $10.3 million of revenue in the first quarter of 2021.
MRAM product sales in the first quarter of 2022, which includes both Toggle and STT-MRAM revenue, was $12.7 million compared to $12.6 million in the fourth quarter of 2021 and $9.1 million in the first quarter of 2021.
Licensing, Royalties, Patents and Other revenue in the first quarter of 2022 was $1.7 million compared to $5.6 million in the fourth quarter of 2021 and $1.2 million in the first quarter of 2021.
The increase in total revenue for the first quarter of 2022 compared to the first quarter of 2021 was due to strong Toggle sales and an increase in revenue recognized from a U.S. Government RAD-Hard program entered into during the second quarter of 2021.
Gross margin for the first quarter of 2022 was 58.0%, compared to 62.8% in the fourth quarter of 2021, and 58.2% in the first quarter of 2021. The decrease in gross margin in the first quarter of 2022 compared to the fourth quarter of 2021 was attributable to higher margin related to the IP monetization deal in the fourth quarter of 2021 as noted above.
GAAP operating expenses was $6.3 million in the first quarter of 2022, compared to $7.7 million in the fourth quarter of 2021 and $6.3 million in the first quarter of 2021. GAAP operating expenses decreased in the first quarter of 2022 compared to the fourth quarter of 2021 as a result of decreased research and development spend related to the new 28nm product sampling this quarter.
GAAP net income for the first quarter of 2022 was $1.9 million, or $0.10 per basic share, based on 19.9 million weighted-average basic common shares outstanding. This compares to a net income of $3.7 million, or $0.19 per basic share, in the fourth quarter of 2021 and a net loss of $0.5 million, or ($0.02) per basic share, in the first quarter of 2021.
Business **** Outlook
For the second quarter 2022, Everspin expects total revenue in a range of $13.6 million to $14.6 million. Everspin expects industry supply constraints to limit supply and push some unfulfilled customer demand to the second half of the year. Everspin expects GAAP net income (loss) per basic share to be between ($0.06) and breakeven, primarily driven by expenses related to next generation 28nm STT MRAM product development and price increases from our suppliers.
This outlook is dependent on Everspin's current expectations, which may be impacted by, among other things, evolving external conditions, such as the resurgence of COVID-19 and its variants, local safety guidelines, worsening impacts due to supply chain constraints or interruptions, including due to the recent military conflict in Ukraine, and the other risk factors described in Everspin's filings with the Securities and Exchange Commission (the "SEC"), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, its Quarterly Reports on Form 10-Q filed with the SEC during 2022, as well as in its subsequent filings with the SEC.
Use **** of **** Non-GAAP **** Financial **** Measures
We supplement the reporting of our financial information determined under generally accepted accounting principles in the United States of America (GAAP) with Adjusted EBITDA, which is a non-GAAP financial measure. We define Adjusted EBITDA as net income (loss) adjusted for interest expense, taxes, depreciation and amortization, stock-based compensation expense, and restructuring costs if any.
Our management and board of directors use Adjusted EBITDA to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operating and financing plans. Accordingly, we believe that Adjusted EBITDA provides useful information for investors in understanding and
evaluating our operating results in the same manner as our management and our board of directors. Adjusted EBITDA is a non-GAAP financial measure and should be considered in addition to, not as superior to, or as a substitute for, net income (loss) reported in accordance with GAAP. Moreover, other companies may define non-GAAP measures differently, which limits the usefulness of these measures for comparisons with such other companies. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.
Conference **** Call
Everspin will host a conference call for analysts and investors on Wednesday, May 11, 2022, at 5:00 p.m. Eastern Time. Interested participants can access the call by dialing 1-844-889-7788 **** and providing passcode 6790186. 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 May 18, 2022. The replay can be accessed by dialing 1-855-859-2056 and using the passcode 6790186. 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). Everspin MRAM delivers the industry’s most robust, highest performance non-volatile memory for Industrial IoT, Data Center, and other mission-critical applications where data persistence is paramount. Headquartered in Chandler, Arizona, Everspin provides commercially available MRAM solutions to a large and diverse customer base. For more information, visit www.everspin.com. NASDAQ: MRAM.
Cautionary **** Statement **** Regarding **** Forward-Looking **** Statements
This press release contains forward-looking statements regarding future results 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.” Forward-looking statements are identified by words such as “believe”, “will”, “may”, “estimate”, “continue”, “anticipate”, “intend”, “should”, “plan”, “expect”, “predict”, “could”, “potentially" or the negative of these terms or similar expressions. These include, but are not limited to, our future plans, strategies, objectives, expectations, intentions and financial performance, including the outlook and guidance for second quarter 2022 results; our expectations regarding supply constraints, expenses relating to 28nm STT MRAM product development and price increases from our suppliers; our expectations that our new xSPI family of Low Density STT-MRAM products will drive growth across industrial and IoT markets; and the assumptions that underlie these statements. Actual results could differ materially from these forward-looking statements as a result of certain risks and uncertainties, including, without limitation, the risks set forth under the caption “Risk Factors” in Everspin’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 9, 2022, its Quarterly Reports on Form 10-Q filed with the SEC during 2022, as well as in its subsequent filings with the SEC. Any forward-looking statements made by Everspin in this press release speak only as of the date on which they are made and subsequent events may cause these expectations to change. 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.
Company **** Contact:
Anuj Aggarwal, CFO
T: 480-347-1082
E: anuj.aggarwal@everspin.com
EVERSPIN TECHNOLOGIES, INC.
Condensed Balance Sheet****s
(In thousands, except share and per share amounts)
(Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | March 31, | | December 31, | ||
| | | 2022 | | 2021 | ||
| Assets | | | ||||
| Current assets: | | | ||||
| Cash and cash equivalents | | $ | 19,885 | | $ | 21,409 |
| Accounts receivable, net | | 10,240 | | 8,193 | ||
| Inventory | | 6,208 | | 6,396 | ||
| Prepaid expenses and other current assets | | 636 | | 762 | ||
| Total current assets | | 36,969 | | 36,760 | ||
| Property and equipment, net | | 959 | | 973 | ||
| Right-of-use assets | | | 3,974 | | 913 | |
| Other assets | | 769 | | 734 | ||
| Total assets | | $ | 42,671 | | $ | 39,380 |
| | | | | | | |
| Liabilities and Stockholders’ Equity | | **** | **** | | **** | **** |
| Current liabilities: | | | ||||
| Accounts payable | | $ | 2,287 | | $ | 1,776 |
| Accrued liabilities | | 1,565 | | 3,579 | ||
| Deferred revenue | | | 330 | | | 832 |
| Current portion of long-term debt | | 3,377 | | 3,370 | ||
| Lease liabilities | | | 942 | | | 724 |
| Other liabilities | | | 39 | | | 50 |
| Total current liabilities | | 8,540 | | 10,331 | ||
| Long-term debt, net of current portion | | 954 | | 1,529 | ||
| Lease liabilities, net of current portion | | | 2,897 | | | 68 |
| Long-term income tax liability | | | 214 | | | 214 |
| Total liabilities | | $ | 12,605 | | $ | 12,142 |
| 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 March 31, 2022 and December 31, 2021 | | | — | | | — |
| Common stock, $0.0001 par value per share; 100,000,000 shares authorized; 19,970,786 and 19,858,460 shares issued and outstanding as of March 31, 2022, and December 31, 2021 | | 2 | | | 2 | |
| Additional paid-in capital | | 180,960 | | 180,067 | ||
| Accumulated deficit | | (150,896) | | (152,831) | ||
| Total stockholders’ equity | | 30,066 | | 27,238 | ||
| Total liabilities and stockholders’ equity | | $ | 42,671 | | $ | 39,380 |
EVERSPIN TECHNOLOGIES, INC.
Condensed Statements of Operation****s and Comprehensive Income (Loss)
(In thousands, except share and per share amounts)
(Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Three Months Ended March 31, | ||||
| | 2022 | 2021 | ||||
| Product sales | | $ | 12,671 | | $ | 9,068 |
| Licensing, royalty, patent, and other revenue | | | 1,676 | | 1,212 | |
| Total revenue | | 14,347 | | 10,280 | ||
| Cost of product sales | | | 5,752 | | | 4,256 |
| Cost of licensing, royalty, patent, and other revenue | | | 272 | | | 39 |
| Total cost of sales | | 6,024 | | 4,295 | ||
| Gross profit | | 8,323 | | 5,985 | ||
| Operating expenses:^1^ | | | ||||
| Research and development | | 2,436 | | 2,439 | ||
| General and administrative | | 2,729 | | 2,843 | ||
| Sales and marketing | | 1,134 | | 987 | ||
| Total operating expenses | | 6,299 | | 6,269 | ||
| Income (loss) from operations | | 2,024 | | (284) | ||
| Interest expense | | (75) | | (152) | ||
| Other expense, net | | (14) | | (15) | ||
| Net income (loss) before income taxes | | | 1,935 | | | (451) |
| Income tax expense | | | — | | | (9) |
| Net income (loss) and comprehensive income (loss) | | $ | 1,935 | | $ | (460) |
| Net income (loss) per common share: | | | | | | |
| Basic | | $ | 0.10 | | $ | (0.02) |
| Diluted | | $ | 0.09 | | $ | (0.02) |
| Weighted average shares of common stock outstanding: | | | | | | |
| Basic | | | 19,896,654 | | | 19,092,367 |
| Diluted | | | 20,726,193 | | | 19,092,367 |
| | | | | | | |
| ^1^Operating expenses include stock-based compensation as follows: | ||||||
| Research and development | | $ | 333 | | $ | 181 |
| General and administrative | | | 371 | | | 485 |
| Sales and marketing | | | 120 | | | 77 |
| Total stock-based compensation | | $ | 824 | | $ | 743 |
EVERSPIN TECHNOLOGIES, INC.
Condensed Statement of Cash Flow****s
(In thousands)
(Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Three Months Ended March 31, | ||||
| | 2022 | 2021 | ||||
| Cash flows from operating activities | | | ||||
| Net income (loss) | | $ | 1,935 | | $ | (460) |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | ||
| Depreciation and amortization | | 258 | | 383 | ||
| Stock-based compensation | | 824 | | 743 | ||
| Non-cash warrant revaluation | | | (11) | | | 4 |
| Non-cash interest expense | | 32 | | 86 | ||
| Changes in operating assets and liabilities: | | | | | ||
| Accounts receivable | | (2,047) | | (2,708) | ||
| Inventory | | 188 | | 363 | ||
| Prepaid expenses and other current assets | | 126 | | 62 | ||
| Right-of-use assets | | | (3,061) | | | 343 |
| Other assets | | (13) | | — | ||
| Accounts payable | | 267 | | (63) | ||
| Accrued liabilities | | (2,014) | | 280 | ||
| Deferred revenue | | | (502) | | | 3,000 |
| Lease liabilities | | | 3,047 | | | (382) |
| Net cash (used in) provided by operating activities | | (971) | | 1,651 | ||
| Cash flows from investing activities | | **** | | | **** | |
| Purchases of property and equipment | | (22) | | (309) | ||
| Net cash used in investing activities | | (22) | | (309) | ||
| Cash flows from financing activities | | **** | | | **** | |
| Payments on long-term debt | | (600) | | (600) | ||
| Proceeds from exercise of stock options and purchase of shares in employee stock purchase plan | | 69 | | 144 | ||
| Net cash used in financing activities | | (531) | | (456) | ||
| Net (decrease) increase in cash and cash equivalents | | (1,524) | | 886 | ||
| Cash and cash equivalents at beginning of period | | 21,409 | | 14,599 | ||
| Cash and cash equivalents at end of period | | $ | 19,885 | | $ | 15,485 |
| Supplementary cash flow information: | | **** | | | **** | |
| Interest paid | | $ | 43 | | $ | 66 |
| Operating cash flows paid for operating leases | | $ | 318 | | $ | 413 |
| Financing cash flows paid for finance leases | | $ | 2 | | $ | — |
| Non-cash investing and financing activities: | | | | | ||
| Right-of-use assets obtained in exchange for operating lease liabilities | | $ | 3,350 | | $ | — |
| Right-of-use assets obtained in exchange for finance lease liabilities | | $ | 36 | | $ | — |
| Purchases of property and equipment in accounts payable and accrued liabilities | | $ | 257 | | $ | — |
| Bonus settled in shares of common stock | | $ | — | | $ | 364 |
EVERSPIN TECHNOLOGIES, INC.
Adjusted EBITDA Reconciliation
(In thousands)
(Unaudited)
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | |||||||
| | March 31, 2022 | December 31, 2021 | March 31, 2021 | ||||||
| Adjusted EBITDA reconciliation: | | | | | | | | | |
| Net income (loss) | | $ | 1,935 | $ | 3,667 | $ | (460) | ||
| Depreciation and amortization | | 258 | 338 | 383 | |||||
| Stock-based compensation expense | | 824 | 753 | 743 | |||||
| Interest expense | | 75 | 86 | 152 | |||||
| Income tax expense | | - | 4 | - | |||||
| Adjusted EBITDA | | $ | 3,092 | $ | 4,848 | $ | 818 |