Core Points - The Ademi Firm is investigating Intevac for potential breaches of fiduciary duty and other legal violations related to its transaction with Seagate [1] - Intevac stockholders will receive $4.00 per share, plus an additional $0.102 per share as part of a special and regular quarterly dividend [2] - The transaction agreement restricts competing offers for Intevac by imposing significant penalties for accepting alternative bids, raising concerns about the board's fiduciary duties to shareholders [3] Company and Industry Summary - The investigation focuses on the conduct of Intevac's board of directors regarding their responsibilities to shareholders during the transaction process [3] - The deal structure appears to favor Intevac insiders through change of control arrangements, which may not align with the interests of all shareholders [2]

Financial Performance - Net revenues for the year ended December 28, 2024, were $63.978 million, an increase of 21.3% compared to $52.665 million for the year ended December 30, 2023[225]. - The net loss for the year ended December 28, 2024, was $39.799 million, compared to a net loss of $12.190 million in 2023, indicating a substantial increase in losses[225]. - Basic and diluted net loss per share for continuing operations was $(1.53) in 2024, compared to $(0.48) in 2023[225]. - For the fiscal year ended December 28, 2024, Intevac reported a net loss of $39.8 million, compared to a net loss of $12.2 million for the previous year, representing an increase in loss of 226%[234]. - The effective tax rate for fiscal 2024 was (5.2%), an improvement from (16.9%) in fiscal 2023[381]. Operating Expenses - Total operating expenses rose to $45.773 million in 2024, up from $33.470 million in 2023, primarily due to asset impairments and restructuring costs of $12.782 million[225]. - The company experienced a significant inventory write-off of $19 million during the fourth quarter of fiscal 2024 due to the abandonment of the TRIO product line[356]. - The company reported total other long-term liabilities of $1,328,000 as of December 28, 2024, compared to $21,000 in the previous year[362]. Cash and Assets - Cash and cash equivalents decreased to $45.111 million as of December 28, 2024, down from $51.441 million as of December 30, 2023[223]. - The total assets of the company decreased to $109.722 million in 2024 from $156.506 million in 2023[223]. - Total cash, cash equivalents, and investments as of December 28, 2024, amounted to $78,429,000, a decrease from $71,533,000 as of December 30, 2023[363][372]. Inventory and Receivables - Inventories were valued at $12.335 million as of December 28, 2024, a significant decrease from $43.795 million in the previous year[223]. - The company reported a significant increase in accounts receivable, which rose by $7.5 million, compared to a decrease of $2.8 million in the previous year[234]. - Trade receivables and other accounts receivable decreased from $18,613,000 in 2023 to $11,153,000 in 2024[351]. Revenue Sources - HDD systems, upgrades, and spare parts generated $41.516 million in revenue, down from $47.402 million in 2023, indicating a decline of 12.5%[300]. - The company recognized $17.6 million in revenue from customer advances and $198,000 from deferred revenue during fiscal 2024[305]. - Remaining performance obligations (backlog) as of December 28, 2024, totaled $42.6 million, with 99.5% expected to be recognized as revenue in 2025[310]. Restructuring and Impairments - Intevac's restructuring program includes $1.3 million in severance charges, $19.0 million in inventory write-offs, and $12.8 million in impairment charges related to fixed and intangible assets[243]. - The Company ceased use of 51,000 square feet (67.7%) of its Santa Clara campus as part of its restructuring program in December 2024[401]. Tax and Deferred Assets - The Company recognized accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes[272]. - The Company’s deferred tax assets are reduced by a valuation allowance if it is more likely than not that a portion will not be realized[268]. - A valuation allowance increase of $7.2 million was recorded for U.S. federal deferred tax assets for fiscal 2024[386]. Shareholder Actions - The company plans to commence quarterly dividends of $0.05 per share starting in the first quarter of 2025[321]. - The company had $10.4 million remaining for future stock repurchases under its authorized program[376]. - The company did not make any stock repurchases in fiscal 2024 and 2023[376].

Group 1 - Monteverde & Associates PC is investigating Intevac, Inc. in relation to its proposed merger with Seagate Technology Holdings plc, which involves an all-cash transaction valued at $4.00 per share [1] - Monteverde & Associates PC has a successful track record in recovering millions of dollars for shareholders and is recognized as a Top 50 Firm by ISS Securities Class Action Services Report [1] - The firm operates from the Empire State Building in New York City and specializes in class action securities litigation [2][3] Group 2 - The firm encourages shareholders with concerns regarding Intevac, Inc. to seek additional information free of charge [3] - Monteverde & Associates PC emphasizes that no company, director, or officer is above the law, reinforcing their commitment to shareholder rights [3] - The firm has a history of litigating and recovering funds for shareholders, including cases that have reached the U.S. Supreme Court [2]

Acquisition Details - Seagate intends to acquire Intevac for $119 million in an all-cash deal, offering $4 per share in a tender offer [1] - The acquisition will involve Seagate purchasing at least one share more than 50% of Intevac's outstanding shares, followed by a second-step merger [1] Approval and Timeline - Intevac's board of directors and largest shareholders have unanimously approved the transaction [2] - The deal is expected to close in late March or early April, pending customary closing conditions [2] Company Background - Intevac, founded in 1991, specializes in manufacturing thin film deposition systems and has expanded its operations to regions including China, Malaysia, and Singapore [2] - The company had a market cap of approximately $91.17 million as of the announcement [6] Financial Performance - Intevac reported $28.5 million in revenue for Q3 2024, a 59% increase year-over-year, but incurred a net loss of $2.17 million [6] - The company has been exploring strategic options and restructuring to enhance profitability, including a potential exit from public markets [6] Technology and Market Position - Intevac's products support hard drive media production and upgrades, with a focus on heat-assisted magnetic recording (HAMR) technology, which enhances storage density [3] - Seagate's recent introduction of HAMR-based hard drives aligns with the acquisition, as it plans to ship these drives to various customers, including a leading cloud provider [4] Competitive Landscape - Seagate's competitors, such as Western Digital and Toshiba, are also developing HAMR-based drives to meet the increasing global demand for storage solutions [5] - HAMR technology offers a cost advantage over traditional solid-state technologies, making it appealing to public cloud vendors [5] Historical Context - This acquisition marks Seagate's first major purchase since acquiring Kioxia in 2017, and it has made a total of 11 acquisitions in its 46-year history, amounting to around $18 billion [7]

Exhibit 99.1 ($ Millions, except per share amounts) | --- | --- | --- | |--------------------------------------------------------|-------|-------| | | | | | Cameron McAulay Chief Financial Officer (408) 986-9888 | | | 3560 Bassett Street, Santa Clara CA 95054 ClaireMcAdams InvestorRelations (530)265-9899 Intevac Announces Third Quarter 2024 Financial Results Santa Clara, Calif.—November 11, 2024—Intevac, Inc. (Nasdaq: IVAC) today reported financial results for the quarter and nine months ended September 28, ...

| --- | --- | --- | --- | |-----------------------------------------------|-------|-------|-------| | | | | | | | | | | | | | | | | | | | | | | | | | | Investor Presentation | | | | | Q3 2024 Financial Results (November 11, 2024) | | | | Forward Looking Statements During the course of this presentation, we will comment upon future events and may make projections about our future financial performance, including statements related to strategies, our expected sales, product shipments and acceptance, gross mar ...

Intevac, Inc. (NASDAQ:IVAC) Q3 2024 Earnings Conference Call November 11, 2024 4:30 PM ET Company Participants Nigel Hunton - President, Chief Executive Officer Cameron McAulay - Chief Financial Officer Claire McAdams - Investor Relations Conference Call Participants Peter Wright - PartnerCap Securities Mark Miller - Benchmark Hendi Susanto - Gabelli Funds Operator Greetings, and welcome to Intevac's Third Quarter 2024 Financial Results Conference Call. At this time, all participants are in a listen-only m ...

Financial Data and Key Metrics Changes - Total revenue for Q2 2024 was nearly $15 million, significantly exceeding forecasts due to increased demand for HDD technology upgrades [5][6] - Gross margin for Q2 was over 38%, with a net loss per share of $0.12, which was better than guidance [5][6] - Cash and investments at the end of the quarter surpassed $70 million, reflecting an increase of nearly $5 million from Q1 [6][17] Business Line Data and Key Metrics Changes - HDD revenue outlook for the full year has been increased to approximately $45 million, up from $40 million, with strong growth in HAMR upgrades [6][14] - Year-to-date HDD revenues exceeded last year's first half by more than 10%, indicating continued strong growth [6][8] Market Data and Key Metrics Changes - Demand for cloud storage has significantly increased in 2024, with expectations for continued growth, particularly in data center deployments related to AI [8][9] - The HDD industry is experiencing improving fundamentals, driven by strong cloud demand growth [8][9] Company Strategy and Development Direction - The company is focused on maintaining strong customer relationships and order activity, with expectations for near-record levels of upgrades in 2024 and growth in 2025 [9][10] - The TRIO platform is being prioritized for qualification and market expansion, with ongoing engagement with new customers and collaborations [11][12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the continued demand for HAMR upgrades and the potential for a stable flow of upgrade business over the next five years [21][22] - The company expects to exit 2024 with around $70 million in cash, emphasizing the importance of protecting the balance sheet [14][17] Other Important Information - The company has engaged Intralink to accelerate expansion in Asia, focusing on identifying opportunities in fast-growing sectors [11][12] - The TRIO platform's versatility allows for applications beyond consumer devices, including polymers and advanced packaging [26][27] Q&A Session Summary Question: Regarding the installed base for HAMR and future upgrades - Management indicated that approximately 140 to 145 systems can be upgraded to HAMR, with about 20 upgrades completed to date, suggesting significant future opportunities [21][22] Question: On the TRIO sampling process - The TRIO sampling involves running customer samples through a test bed in Santa Clara, with iterative testing and analysis conducted in parallel with customer evaluations [23][24] Question: Clarification on revenue upside and order timing - Management confirmed that the revenue upside was due to pull-ins of HAMR and other upgrades from the second half of the year, with orders for the quarter just under $4 million and a backlog of over $42 million [29][30] Question: Gross margins and future expectations - Gross margins for Q2 were strong, with expectations for similar margins in the upcoming quarter, primarily driven by HDD business [32][33] Question: TRIO tool qualification and potential for additional orders - Management confirmed that the TRIO tool must go through a qualification process with both the glass finisher and the end customer before launch [40][41]

Financial Performance - Revenues for Q2 2024 were $14.5 million, a 40.5% increase from $10.3 million in Q2 2023[4] - Gross margin improved to 38.2% in Q2 2024, up from 24.9% in Q2 2023[4] - Operating loss decreased to $3.3 million in Q2 2024, compared to a loss of $5.5 million in Q2 2023[4] - Net loss for Q2 2024 was $3.3 million, or $0.12 per diluted share, compared to a net loss of $4.9 million, or $0.19 per diluted share in Q2 2023[4] - Revenues for the first six months of 2024 were $24.2 million, compared to $21.8 million in the first half of 2023[7] - Gross margin for the first six months of 2024 was 40.4%, up from 33.4% in the same period of 2023[7] - Non-GAAP net loss for the six months ended June 29, 2024, was $5,964 thousand, compared to $9,086 thousand for the same period last year, reflecting a 34.5% reduction[16] - Non-GAAP net loss per diluted share for the three months ended June 29, 2024, was $0.12, unchanged from the same period last year[16] Cash and Assets - Total cash, cash equivalents, restricted cash, and investments reached $70.4 million at the end of Q2 2024[6] - Cash and cash equivalents decreased to $64,783 thousand as of June 29, 2024, from $68,846 thousand as of December 30, 2023, a decrease of 4.5%[15] - Total current assets decreased to $130,357 thousand as of June 29, 2024, from $133,377 thousand as of December 30, 2023, a decline of 2.3%[15] Liabilities and Equity - Total liabilities increased to $41,380 thousand as of June 29, 2024, from $40,989 thousand as of December 30, 2023, an increase of 1.0%[15] - Current liabilities increased to $33,694 thousand as of June 29, 2024, from $32,510 thousand as of December 30, 2023, an increase of 3.6%[15] - Total stockholders' equity decreased to $112,589 thousand as of June 29, 2024, from $115,517 thousand as of December 30, 2023, a decline of 2.5%[15] Inventory and Backlog - Order backlog was $42.5 million on June 29, 2024, down from $53.1 million on March 30, 2024[5] - Inventories increased to $45,561 thousand as of June 29, 2024, from $43,795 thousand as of December 30, 2023, an increase of 4.0%[15] Strategic Initiatives - The company is in the process of qualifying its first TRIO system, which has been successfully installed at a new customer facility in Asia[2] - The company remains committed to maintaining a strong balance sheet while pursuing growth opportunities[2] Share Information - Weighted average number of diluted shares increased to 26,668 for the three months ended June 29, 2024, compared to 26,032 for the same period last year[16]

Group 1: Pagaya (PGY) - Pagaya generated a record network volume of $2.42 billion in Q1 2024, a 31% year-over-year increase, surpassing estimates of $2.2 billion to $2.4 billion [5][6] - The company recorded total revenue and other income of $245 million, exceeding expectations of $225 million to $240 million, driven by a 35% rise in income from fees [6][7] - Pagaya's partnership with a bank aims to expand its point-of-sale (POS) business, with plans to enter new markets in the second half of 2024 [6] Group 2: Intevac (IVAC) - Intevac received over $20 million in new orders in Q1 2024, primarily from HDD media technology updates, indicating market approval of its HAMR technology [9][10] - The company anticipates overall sales in the low $50 million range for 2024, with TRIO potentially generating sales beyond $10 million [11] - Intevac's engagement with major OEMs and suppliers has improved its market reach and delivery capabilities [10] Group 3: Teradata (TDC) - Teradata's technology addresses the growing demand for large-scale AI-driven analytics, with innovations like AI Unlimited and VantageCloud [13] - The company projects maintaining current growth ranges for recurring revenue and total annual recurring revenue (ARR) while expecting a reacceleration in cloud ARR [14] - Teradata aims to reach $1 billion in cloud ARR by 2025, demonstrating resilience and strategic planning despite short-term market changes [15]