8-K

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

August 1, 2011

Date of Report (date of earliest event reported)

INTEVAC, INC.

(Exact name of Registrant as specified in its charter)

State of California	0-26946	94-3125814
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation or organization)		Identification Number)

3560 Bassett Street

Santa Clara, CA 95054

(Address of principal executive offices)

(408) 986-9888

(Registrant’s telephone number, including area code)

N/A

(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))

Item 2.02. Results of Operations and Financial Condition

On August 1, 2011, Intevac, Inc. issued a press release reporting its financial results for the three and six months ended July 2, 2011. A copy of the press release issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The foregoing information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information 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 a filing.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

99.1 Press Release.

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.

	INTEVAC, INC.
Date: August 1, 2011		/s/    JEFFREY ANDRESON
		Jeffrey Andreson
		Executive Vice President, Finance and Administration, Chief Financial Officer, Treasurer and Secretary

EX-99.1

Exhibit 99.1

3560 Bassett Street, Santa Clara CA 95054

Jeff Andreson	Claire McAdams
Chief Financial Officer	Investor Relations
(408) 986-9888	(530) 265-9899

INTEVAC ANNOUNCES SECOND QUARTER 2011 FINANCIAL RESULTS

Santa Clara, Calif.—August 1, 2011—Intevac, Inc. (Nasdaq: IVAC) today reported financial results for the quarter and six months ended July 2, 2011.

“While 2011 is a challenging year for our hard drive equipment business, fundamentals in the industry have strengthened in the second quarter, with continued growth expected in the second half of the year,” commented Kevin Fairbairn, president and chief executive officer of Intevac. “We continue to view the pending industry consolidation as a positive for the industry and Intevac. While we anticipate our customers will remain cautious with their capital spending until the consolidations are complete, the long term drivers for digital storage remain robust.

“We continue to see incremental traction in the other markets we serve. In the solar market, we continue to make positive progress with our entry into the solar equipment market. Our focus is to provide equipment solutions that improve the conversion efficiency of solar cells, enabling customers to lower their cost per watt. In our Photonics business, we shipped a record $5.9 million in product revenues, up 11% from the first quarter,” concluded Mr. Fairbairn.

Second Quarter 2011 Summary

The net loss for the quarter was $2.6 million, or $0.11 per diluted share, compared to net income of $12.3 million, or $0.54 per diluted share, in the second quarter of 2010.

Revenues were $27.6 million, including $19.8 million of Equipment revenues and Intevac Photonics revenues of $7.8 million. Equipment revenues consisted of three 200 Lean systems, upgrades, spares and service. Intevac Photonics revenues consisted of $1.9 million of research and development contracts and a record $5.9 million of product sales or 76.2% of Photonics revenues. In the second quarter of 2010, revenues were $68.6 million, including $60.0 million of Equipment revenues and Intevac Photonics revenues of $8.6 million, which included $3.9 million of product sales.

Equipment gross margin was 38.3%, compared to 44.9% in the second quarter of 2010. The decrease in gross margin was primarily as a result of lower revenues and lower factory utilization. Intevac Photonics gross margin improved to 32.7% compared to 24.2% in the second quarter of 2010. The increase was primarily a result of improved yields related to our night vision camera module for our NATO customer. Consolidated gross margin was 36.7%, compared to 42.3% in the second quarter of 2010. Operating expenses increased slightly to $14.8 million, compared to $14.6 million in the second quarter of 2010, driven by increased development expenses for our new equipment products.

Order backlog totaled $36.9 million on July 2, 2011, compared to $41.7 million on April 2, 2011 and $113.8 million on July 3, 2010. Backlog as of July 2, 2011 includes two Solar systems and no 200 Lean systems, compared to two Solar and two 200 Lean systems on April 2, 2011 and fourteen 200 Lean systems on July 3, 2010.

First Six Months 2011 Summary

The net loss was $9.7 million, or $0.42 per diluted share, compared to net income of $13.8 million, or $0.60 per diluted share, for the first six months of 2010.

Revenues were $45.0 million, including $30.0 million of Equipment revenues and Intevac Photonics revenues of $15.0 million, compared to revenues of $101.7 million, including $85.6 million of Equipment revenues and Intevac Photonics revenues of $16.2 million, for the first six months of 2010.

Equipment gross margin was 40.7%, compared to 46.1% in the first six months of 2010, primarily as a result of lower revenues and lower factory utilization. Intevac Photonics gross margin improved to 28.7% compared to 25.4% in the first six months of 2010, reflecting improved yields related to our night vision camera module for our NATO customer. Consolidated gross margin was 36.7%, compared to 42.8% in the first six months of 2010. Operating expenses were $30.7 million, compared to $27.7 million in the first six months of 2010.

Conference Call Information

The company will discuss its financial results and outlook in a conference call today at 1:30 p.m. PDT (4:30 p.m. EDT). To participate in the teleconference, please call toll-free (877) 334-0811 prior to the start time. For international callers, the dial-in number is (408) 427-3734. You may also listen live via the Internet at the company’s website, www.intevac.com, under the Investors link, or at www.earnings.com. For those unable to attend, these web sites will host an archive of the call. Additionally, a telephone replay of the call will be available for 48 hours beginning today at 7:30 p.m. EDT. You may access the replay by calling (800) 642-1687 or, for international callers, (706) 645-9291, and providing Replay Passcode 81698029.

About Intevac

Intevac was founded in 1991 and has two businesses: Equipment and Intevac Photonics.

Equipment Business: We are a leader in the design, development and marketing of high productivity lean manufacturing systems and have been producing Lean Thinking platforms since 1994. We provide process manufacturing equipment solutions to the hard disk drive industry, high-productivity process manufacturing equipment and inspection solutions to the solar photovoltaic industry and wafer handling platforms to the semiconductor industry.

Intevac Photonics: We are a leader in the development and manufacture of leading edge, high-sensitivity imaging products and vision systems, as well as table-top and handheld Raman instruments. Markets addressed include military, industrial, medical and scientific.

For more information call 408-986-9888, or visit the company’s website at www.intevac.com.

200 Lean^® is a registered trademark, and LEAN SOLAR^TMis a trademark, of Intevac, Inc.

Safe Harbor Statement

This press release includes statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Intevac claims the protection of the safe-harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are often characterized by the terms “may,” “believes,” “projects,” “expects,” or “anticipates,” and do not reflect historical facts. Specific forward-looking

statements contained in this press release include, but are not limited to: expected demand for hard drives, the technology leadership and lead-time advantages of our systems, and the expansion of our product portfolio for the solar cell manufacturing market. The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from the company’s expectations. These risks include, but are not limited to: oversupply in the media industry, a slowdown in demand for hard drives and the failure to introduce new products for the solar market, each of which could have a material impact on our business, our financial results, and the company’s stock price. These risks and other factors are detailed in the company’s regular filings with the U.S. Securities and Exchange Commission.

INTEVAC, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share amounts)

	Three months ended						Six months ended
	July 2, 2011			July 3, 2010			July 2, 2011			July 3, 2010
Net revenues
Equipment	$	19,815		$	60,028		$	29,995		$	85,585
Intevac Photonics		7,770			8,570			15,013			16,155
Total net revenues		27,585			68,598			45,008			101,740
Gross profit		10,137			29,034			16,518			43,512
Gross margin
Equipment		38.3	%		44.9	%		40.7	%		46.1	%
Intevac Photonics		32.7	%		24.2	%		28.7	%		25.4	%
Consolidated		36.7	%		42.3	%		36.7	%		42.8	%
Operating expenses
Research and development		8,290			7,011			17,302			13,555
Selling, general and administrative		6,508			7,558			13,394			14,125
Total operating expenses		14,798			14,569			30,696			27,680
Income (loss) from operations
Equipment		(2,794	)		16,776			(9,064	)		20,656
Intevac Photonics		(493	)		(1,441	)		(2,076	)		(2,625	)
Corporate		(1,374	)		(870	)		(3,038	)		(2,199	)
Total operating income (loss)		(4,661	)		14,465			(14,178	)		15,832
Interest and other income		169			72			298			463
Profit (loss) before income taxes		(4,492	)		14,537			(13,880	)		16,295
Provision (benefit) for income taxes		(1,873	)		2,200			(4,230	)		2,528
Net income (loss)	$	(2,619	)	$	12,337		$	(9,650	)	$	13,767
Income (loss) per share
Basic	$	(0.11	)	$	0.55		$	(0.42	)	$	0.62
Diluted	$	(0.11	)	$	0.54		$	(0.42	)	$	0.60
Weighted average common shares outstanding
Basic		22,851			22,286			22,789			22,241
Diluted		22,851			22,931			22,789			22,953

INTEVAC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)

	July 2, 2011		Dec. 31, 2010
	(Unaudited)		(see Note)
ASSETS
Current assets
Cash, cash equivalents and short-term investments	$	75,061	$	114,514
Accounts receivable, net		26,360		25,911
Inventories		19,190		20,671
Deferred income tax assets		3,445		3,124
Prepaid expenses and other current assets		7,084		6,630
Total current assets		131,140		170,850
Long-term investments		48,226		22,866
Property, plant and equipment, net		15,301		13,918
Deferred income tax assets		18,509		14,594
Goodwill		18,389		18,389
Other intangible assets, net		6,712		6,984
Other long-term assets		3,679		4,170
Total assets	$	241,956	$	251,771
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	5,816	$	5,562
Accrued payroll and related liabilities		4,984		11,365
Other accrued liabilities		11,066		11,104
Customer advances		7,101		4,867
Total current liabilities		28,967		32,898
Other long-term liabilities		11,376		11,630
Stockholders’ equity
Common stock ($0.001 par value)		23		23
Additional paid in capital		143,625		139,824
Accumulated other comprehensive income		474		255
Retained earnings		57,491		67,141
Total stockholders’ equity		201,613		207,243
Total liabilities and stockholders’ equity	$	241,956	$	251,771

Note: Amounts as of December 31, 2010 are derived from the December 31, 2010 audited consolidated financial statements.