UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
SIMTEK CORPORATION
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(Exact name small business issuer as specified in its charter)
Colorado 84-1057605
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4250 Buckingham Dr. #100; Colorado Springs, CO 80907
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(Address of principal executive offices)
(719) 531-9444
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(issuer's telephone number)
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
Class Outstanding at November 11, 2003
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(Common Stock, $.01 par value) 56,666,715
SIMTEK CORPORATION
INDEX
For Quarter Ended September 30, 2003
PART 1. FINANCIAL INFORMATION
ITEM 1 Page
----
Consolidated Balance Sheets as of September 30, 2003 and
December 31, 2002 3
Consolidated Statements of Operations for the three
months and nine months ended September 30, 2003
and 2002 4
Consolidated Statements of Cash Flows for the nine
months ended September 30, 2003 and 2002 5
Notes to Consolidated Financial Statements 6-8
ITEM 2
Management's Discussion and Analysis of Results of
Operations and Financial Condition 9-16
ITEM 3 Controls and Procedures 17
PART II. OTHER INFORMATION
ITEM 1 Legal Proceedings 18
ITEM 2 Changes in Securities 18
ITEM 3 Defaults upon Senior Securities 18
ITEM 4 Matters Submitted to a Vote of Securities Holders 18
ITEM 5 Other Information 18
ITEM 6 Exhibits and Reports on Form 8-K 18-19
SIGNATURES 20
2
SIMTEK CORPORATION
BALANCE SHEETS
ASSETS
September 30, 2003 December 31, 2002
------------------- -----------------
(unaudited)
CURRENT ASSETS:
Cash and cash equivalents............................................... $ 1,769,200 $ 3,127,732
Certificate of deposit, restricted...................................... 300,000 300,000
Accounts receivable - trade, net........................................ 1,637,304 2,309,965
Inventory, net ......................................................... 1,752,275 1,608,242
Prepaid expenses and other.............................................. 130,776 239,507
------------------------------------
Total current assets................................................ 5,589,555 7,585,446
EQUIPMENT AND FURNITURE, net............................................... 930,277 725,888
DEFERRED FINANCING COSTS................................................... 95,429 107,877
OTHER ASSETS............................................................... 64,545 87,839
------------------------------------
TOTAL ASSETS............................................................... $ 6,679,806 $ 8,507,050
====================================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ....................................................... $ 697,596 $ 1,087,947
Accrued expenses........................................................ 384,829 313,460
Accrued wages........................................................... 73,692 26,830
Accrued vacation payable................................................ 189,920 155,633
Debentures.............................................................. 3,000,000 -
Line of Credit.......................................................... 250,000 -
Deferred Revenue........................................................ - 40,500
Obligation under capital leases......................................... 152,668 132,485
------------------------------------
Total current liabilities........................................... 4,748,705 1,756,855
NOTES PAYABLE.............................................................. 5,000 10,000
DEBENTURES................................................................. - 3,000,000
OBLIGATION UNDER CAPITAL LEASES............................................ 78,245 76,512
------------------------------------
Total liabilities................................................... 4,831,950 4,843,367
SHAREHOLDERS' EQUITY:
Preferred stock, $1.00 par value, 2,000,000 shares
authorized and none issued and outstanding ......................... - -
Common stock, $.01 par value, 80,000,000 shares authorized,
54,918,209 and 54,382,273 shares issued and outstanding
at September 30, 2003 and December 31, 2002, respectively........... 549,182 543,823
Additional paid-in capital.............................................. 37,740,219 37,594,875
Treasury Stock...................................................... (12,504) (12,504)
Accumulated deficit..................................................... (36,429,041) (34,462,511)
-------------------------------------
Shareholder's equity.................................................... 1,847,856 3,663,683
------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................................. $ 6,679,806 $ 8,507,050
====================================
The accompanying notes are an integral part of these financial statements.
3
SIMTEK CORPORATION
STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
2003 2002 2003 2002
---- ---- ---- ----
NET SALES............................................ $ 3,422,039 $ 3,146,887 $10,777,139 $10,670,620
Cost of sales.................................. 2,303,117 1,620,408 7,223,644 6,237,559
----------------------------------------------------------------------
GROSS MARGIN......................................... 1,118,922 1,526,479 3,553,495 4,433,061
OPERATING EXPENSES:
Design, research and development................ 985,755 980,108 3,468,898 3,250,226
Administrative.................................. 216,749 188,304 692,647 581,700
Marketing....................................... 380,105 353,000 1,200,432 1,258,517
----------------------------------------------------------------------
Total Operating Expenses.................... 1,582,609 1,521,412 5,361,977 5,090,443
NET LOSS FROM OPERATIONS............................. (463,687) 5,067 (1,808,482) (657,382)
-----------------------------------------------------------------------
OTHER INCOME (EXPENSE):
Interest income................................. 5,177 16,443 22,613 31,051
Interest expense................................ (64,724) (64,332) (189,360) (83,317)
Other income (expense), net..................... 10,092 (24) 8,699 (566)
-----------------------------------------------------------------------
Total other income (expense)................ (49,455) (47,913) (158,048) (52,832)
------------------------------------------------------------------------
LOSS BEFORE TAXES.................................... (513,142) (42,846) (1,966,530) (710,214)
Provision for income taxes...................... - - - -
-----------------------------------------------------------------------
NET LOSS............................................. $ (513,142) $ (42,846) $ (1,966,530) $ (710,214)
=======================================================================
NET LOSS PER COMMON SHARE:
Basic and diluted EPS.......................... $ (.01) $ * $ (.04) $ (.01)
=======================================================================
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING:
Basic and diluted............................... 54,648,069 54,203,686 54,510,142 54,114,625
* Less Than $.01 per share
The accompanying notes are an integral part of these financial statements.
4
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
STATEMENTS OF CASH FLOWS
(unaudited)
Nine Months Ended September 30,
-------------------------------
2003 2002
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................................................ $(1,966,530) $ (710,214)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization................................. 361,271 314,347
Net change in allowance accounts.............................. 988 (40,087)
Deferred financing fees....................................... 12,447 4,149
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable....................................... 692,510 (139,244)
Inventory................................................. (166,239) (357,698)
Prepaid expenses and other ............................... 113,320 (4,469)
Increase (decrease) in:
Accounts payable.......................................... (390,351) (581,027)
Accrued expenses.......................................... 137,878 (101,263)
Deferred revenue.......................................... (40,500) 2,500
---------------------------------
Net cash used in operating activities............................... (1,245,206) (1,613,006)
---------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment and furniture ................................ (402,795) (123,132)
---------------------------------
Net cash used in investing activities............................... (402,795) (123,132)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on notes payable and lines of credit..................... 250,000 -
Payments on notes payable and lines of credit....................... (47) (109,976)
Payments on capital lease obligation................................ (111,187) (92,897)
Convertible debentures net of deferred financing fees............... - 2,883,825
Exercise of stock options........................................... 150,703 50,846
---------------------------------
Net cash provided by financing activities........................... 289,469 2,731,798
---------------------------------
NET DECREASE IN CASH AND CASH
EQUIVALENTS........................................................ (1,358,532) 955,660
---------------------------------
CASH AND CASH EQUIVALENTS, beginning of period........................... 3,127,732 2,075,704
---------------------------------
CASH AND CASH EQUIVALENTS, end of period................................. $ 1,769,200 $ 3,071,364
=================================
SUPPLEMENTAL CASH FLOW INFORMATION:
Purchase of equipment through payables and capital leases $ 144,160 $ 88,457
=================================
The accompanying notes are an integral part of these financial statements.
5
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES:
The financial statements included herein are presented in accordance with
the requirements of Form 10-QSB and consequently do not include all of the
disclosures normally made in the registrant's annual Form 10-KSB filing. These
financial statements should be read in conjunction with the financial statements
and notes thereto included in Simtek Corporation's Annual Report and Form 10-KSB
filed on March 24, 2003 for fiscal year 2002.
In the opinion of management, the unaudited financial statements reflect
all adjustments of a normal recurring nature necessary to present a fair
statement of the results of operations for the respective interim periods. The
year-end balance sheet data was derived from audited financial statements, but
does not include all disclosures required by generally accepted accounting
principles. Results of operations for the interim periods are not necessarily
indicative of the results of operations for the full fiscal year.
The Company applies APB Opinion 25 and related interpretations in
accounting for its stock options which are granted to its employees.
Accordingly, no compensation cost has been recognized for grants of options to
employees since the exercise prices were not less than the market value of the
Company's common stock on the grant dates. Had compensation cost been determined
based on the fair value at the grant dates for awards under those plans
consistent with the method of SFAS No. 123, the Company's net loss and EPS would
have been adjusted to the pro forma amounts indicated below.
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- -----------------------------
2003 2002 2003 2002
---- ---- ---- ----
Net loss as reported $ (513,142) $ (42,846) $(1,966,530) $ (710,214)
Add: stock based compensation
included in reported net loss - - - -
Deduct: Stock-based compensation
cost under SFAS 123 (137,232) (155,425) (407,503) (466,276)
--------------------------- ----------------------------
Pro Forma net loss $ (650,374) $ (198,271) $(2,374,033) $(1,176,490)
=========================== ----------------------------
Pro forma basic and diluted net
loss per share:
Pro forma shares used in the
calculation of pro forma net loss
per common share basic and diluted 54,648,069 54,203,686 54,510,142 54,114,625
Reported net loss per common
share basic and diluted $ (.01) $ * $ (.04) $ (.01)
Pro forma net loss per common
share basic and diluted $ (.01) $ * $ (.04) $ (.02)
* Less Than $.01 per share
2. LINE OF CREDIT:
In April 2003, Simtek Corporation ("Simtek" or the "Company") renewed its
revolving line of credit in the amount of $250,000. As of September 30, 2003,
the Company owed $250,000 on this line of credit.
6
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. CONVERTIBLE DEBENTURES:
On July 1, 2002, the Company received $3,000,000 in a financing transaction
with Renaissance Capital of Dallas, Texas ("Renaissance"). The $3,000,000
funding consists of convertible debentures with a 7-year term at a 7.5% per
annum interest rate. The debentures are convertible at the option of the holder
into Simtek common stock at $0.312 per share, which was in excess of the market
price per share on July 1, 2002. Renaissance has exercised its right to appoint
one member to the Simtek Board of Directors. Mr. Robert Pearson was appointed to
Simtek's board of directors on July 25, 2002. At September 30, 2003, the Company
was in non-compliance of two of the covenants set forth in the loan agreement.
The Company has received a waiver from Renaissance through December 31, 2004 for
one of the covenants and a modification to the loan agreement of the other
covenant. The waiver and modification are effective through December 31, 2004.
The Company is currently in compliance with the modification, however the
Company cannot predict with certainty it will remain in compliance. Therefore,
the Company is showing the note as a current liability as of September 30, 2003.
4. GEOGRAPHIC CONCENTRATION:
Sales of our semiconductor products by location for the three months and
nine months ended September 30, 2003 and 2002 were as follows (as a percentage
of semiconductor product sales only):
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- --------------------
2003 2002 2003 2002
---- ---- ---- ----
United States 34% 68% 37% 55%
Europe 11% 11% 12% 11%
Far East 50% 16% 45% 25%
All others 5% 5% 6% 9%
---- ---- ---- ----
100% 100% 100% 100%
==== ==== ==== ====
5. BUSINESS SEGMENTS:
The Company has two reportable segments. One segment designs and produces
semiconductor devices for sale into the semiconductor market. The second segment
specializes in advanced technology research and development for data
acquisition, signal processing, imaging and data communications that is
supported by government and commercial contracts. Although both segments are
managed as part of an integrated enterprise, they are reported herein in a
manner consistent with the internal reports prepared for management.
Transactions between reportable segments are recorded at cost.
Substantially all operating expenses are identified per each segment.
Substantially all of the Company's assets are located in the United States of
America.
7
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- ------------------------------
2003 2002 2003 2002
---- ---- ---- ----
Description
Net Sales:
Semiconductor Devices $ 2,858,818 $ 2,672,724 $ 9,191,114 $ 9,277,628
Government Contracts 563,221 474,163 1,586,025 1,392,992
----------- ----------- ------------ ------------
Total $ 3,422,039 $ 3,146,887 $ 10,777,139 $ 10,670,620
Net Income (Loss):
Semiconductor Devices $ (530,570) $ (103,974) $ (1,912,800) $ (800,590)
Government Contracts 17,428 61,128 (53,730) 90,376
----------- ----------- ------------ ------------
Total $ (513,142) $ (42,846) $ (1,966,530) $ (710,214)
=========== =========== ============ ============
September 30, 2003 December 31, 2002
------------------ -----------------
Total Assets:
Semiconductor Devices $ 6,217,939 $ 7,931,831
Government Contracts 461,867 575,219
----------- -----------
Total $ 6,679,806 $ 8,507,050
=========== ===========
6. On November 7, 2003, the Company closed a $1,500,000 equity financing with
BFSUS Special Opportunities Trust Plc, Renaissance US Growth & Investment Trust
Plc and Renaissance Capital Growth & Income Fund III, Inc (collectively,
"Renaissance"). In exchange for the $1,500,000, the Company issued 550,661
shares of its common stock to each of the three investment funds. The purchase
price was based on the average closing price of the Company's common stock as
reported on the Over-the-Counter Bulletin Board over the five trading days
before closing, which average closing price was $0.908 per share. In addition to
the shares of common stock, each fund received warrants to acquire 250,000
shares of the Company's common stock. The warrants have a 5-year term with
125,000 shares being exercisable at $1.25 per share and 125,000 shares being
exercisable at $1.50 per share.
8
SIMTEK CORPORATION
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Beginning in the fourth quarter 2001, the Company began to experience the
downturn that has been occurring in the global semiconductor industry since late
fourth quarter 2000, which gave rise to declining revenues in 2001 and 2002. The
Company has seen an increase in unit shipments of its commercial products for
the three and nine months ended September 30, 2003 as compared to the three and
nine months ended September 30, 2002. The majority of the increase was for large
production orders, with competitive bidding, which resulted in a decrease of
average selling prices. The Company's net revenue was $10,777,000 for the first
nine months of 2003 up from $10,671,000 for the comparable period of 2002. The
Company's net revenue was $3,422,000 for the third quarter 2003 up from
$3,147,000 for the comparable period of 2002. The increases in revenues for the
three and nine month period ending September 30, 2003 as compared to the three
and nine month period ended September 30, 2002 were primarily due to an increase
in demand of our commercial products, an increase in the government contract
portion of the Company's business and a reduction of revenue of our logic and
high end industrial and military products. The reduction of revenues from our
high end industrial and military products was due to a slow-down of production
related to military systems. The reduction of revenues from our logic products
was primarily due to the Company phasing out of this product line by December
31, 2003.
The reduction in revenue of our high-end industrial and military products
for the three and nine months ended September 30, 2003 compared to the three and
nine months ended September 30, 2002 had an impact on our profitability. This
reduction along with increased administrative costs and research and development
costs accounted for losses in the nine month period ending September 30, 2003.
RESULTS OF OPERATIONS:
REVENUES - SEMICONDUCTOR DEVICES.
The following table sets forth the Company's net revenues by product
markets for the three and nine months ended September 30, 2003 and 2002 (in
thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
2003 2002 Variance 2003 2002 Variance
---- ---- -------- ---- ---- --------
Commercial $2,243 $1,359 $ 884 $7,344 $6,557 $ 787
High-end industrial and
military $ 424 $1,052 $(628) $1,240 $1,862 $(622)
Logic products $ 192 $ 262 $ (70) $ 607 $ 859 $(252)
------ ------ ----- ------ ------ -----
Total Semiconductor
Revenue $2,859 $2,673 $ 186 $9,191 $9,278 $ (87)
====== ====== ===== ====== ====== =====
Commercial revenues increased by $884,000 and $787,000 for the three and
nine months ended September 30, 2003 when compared to the comparable periods in
2002. The increases for the three and nine month periods were due to an increase
in unit demand of our commercial nonvolatile semiconductor memory products.
9
SIMTEK CORPORATION
High-end industrial and military product revenues accounted for a decrease
of $628,000 and $622,000 for the three and nine months ended September as
compared to the previous periods in 2002. The decrease for the three and nine
month period was due primarily to a slow-down of production related to military
contracts.
Revenues from our logic products decreased by $70,000 and $252,000 for the
three and nine months ended 2003 as compared to 2002, respectively. The
decreases were due to a reduction in demand for this product and the Company's
decision to eliminate this product line effective December 31, 2003.
Two distributors accounted for approximately 34% of the Company's
semiconductor devices product sales for the quarter ended September 30, 2003.
Products sold to distributors are re-sold to various end customers.
COST OF SALES AND GROSS MARGIN - SEMICONDUCTOR DEVICES
The Company recorded cost of sales for semiconductor devices of $1,984,000
and $6,391,000 for the three and nine months ended September 30, 2003 as
compared with the $1,391,000 and $5,608,000 for the three and nine months ended
September 30, 2002. These costs reflect an approximate 17% and 9% decrease in
gross margin percentages for the third quarter and nine months ended September
30, 2003 as compared to the third quarter and nine months ended September 30,
2002. Actual gross margin percentages for the third quarter and nine month
periods ending September 30, 2003 were 31% and 30%, respectively. The decrease
in gross margin percentages for the three and nine month period was due to a
decrease in sales of our high-end industrial and military products and to lower
average selling prices of our commercial products. The lower average selling
prices were primarily due to increased price competition from our competitors.
During the first nine months of 2003, the Company purchased wafers built on
0.8 micron technology from Chartered Semiconductor Manufacturing Plc.
("Chartered") of Singapore to support sales of its nonvolatile semiconductor
memory products. Sales of the Company's logic products were supported with 0.5
micron wafers purchased from United Microelectronics Corp. ("UMC") of Taiwan and
0.35 micron wafers purchased from Chartered.
In February 2003, the Company received notification from Chartered that it
will close its wafer fabrication facility #1 by March 2004. The memory wafers
purchased from Chartered are manufactured in facility #1. The Company and
Chartered are in the process of transferring the manufacturing of our memory
wafers to Chartered's manufacturing facility #2. Facility #2 is newer and more
modern than facility #1, processing 8 inch wafers rather than the older 6 inch
wafers processed in facility #1. Assuming the transfer can produce memory wafers
that meet the Company's specifications, the Company anticipates the transfer to
be completed in time to provide an uninterrupted supply of the Company's current
0.8 micron family of nonvolatile Static Random Access memory products. This
would avoid any material impact on its ability to support customers. If the
Company and Chartered cannot complete the transfer of manufacturing into
facility #2 or if the Company cannot contract with another supplier, this will
have a material negative impact on our future revenues and earnings.
United Microelectronics and Chartered provide silicon wafers for the
Company's programmed semiconductor logic products based on 0.5 micron and 0.35
micron product technology, respectively. In February 2003, the Company received
notification from United Microelectronics that it will be unable to supply us
with logic wafers after August 2003. The Company plans to support customers with
0.5 micron logic wafers manufactured at United Microelectronics through December
2003 by offering opportunities to purchase their life-time requirements for
these products with deliveries scheduled by the end of the year. After this
period, the Company does not plan to support sales of 0.5 micron logic products
to the market.
10
SIMTEK CORPORATION
RESEARCH AND DEVELOPMENT - SEMICONDUCTOR DEVICES
The Company believes that continued investments into new product
development are required for us to remain competitive in the markets we serve.
Beginning in the fourth quarter 2001, the Company's research and development
department has been focusing its efforts on the installation of our process at
Anam Semiconductor for the development of a 1 megabit 3 volt nonvolatile
semiconductor memory. During the second quarter 2003, the Company continued to
see increased demand for its 3 volt 256 kilobit nonvolatile semiconductor
memories. Development of the 1 megabit 3 volt nonvolatile semiconductor memory
is continuing and the Company began shipping samples of its 1 megabit 3 volt
nonvolatile semiconductor memory during the third quarter of 2003. As of October
27, 2003, the Company had shipped samples to 54 different customers.
Total research and development expenses related to the semiconductor
portion of the Company's business were $917,000 and $3,037,000 for the three and
nine months ended September 30, 2003 compared to $890,000 and $2,855,000 for the
three and nine months ended September 30, 2002.
The $27,000 increase for the three month period was related to decreases in
contract labor and professional services of $102,000 and supplies and travel of
$11,000. These decreases were offset with increases of $119,000 in payroll and
overhead costs, $14,000 in product development and qualification costs and a
$7,000 increase in software leases and maintenance contacts. The increase of
$182,000 for the nine month period was related to the difference between
increases in payroll and payroll costs of $398,000, equipment leases,
maintenance agreements for software and depreciation of $186,000 and reductions
in contract engineering services and professional services of $142,000, new
product development costs of $233,000 and other expenses of $27,000. The primary
increase in payroll costs is related to an increase in employee headcount.
Increased headcount and contract engineering services are required in order to
meet production schedules of our new products. New product development costs are
primarily due to the purchases of silicon wafers and reticles required to
develop new products. Equipment leases, maintenance agreements for software and
depreciation are related primarily to software licenses and hardware required to
design our new products.
ADMINISTRATION - SEMICONDUCTOR DEVICES
Total administration expenses related to the semiconductor portion of the
Company's business were $170,000 and $579,000 for the three and nine months
ended September 30, 2003 as compared to the $162,000 and $501,000 for the three
and nine months ended September 30, 2002.
The $8,000 and $78,000 increases for the three and nine months ended
September 30, 2003 compared to September 30, 2002, respectively, were primarily
due to an increase in professional services and an increase in payroll costs.
Many of these additions were implemented to ensure ongoing compliance with newly
enacted regulations resulting from the Sarbanes-Oxley Act.
MARKETING - SEMICONDUCTOR DEVICES
Total marketing expenses related to the semiconductor portion of the
Company's business were $270,000 and $941,000 for the three and nine months
ended September 30, 2003 as compared to the $286,000 and $1,063,000 for the
three and nine months ended September 30, 2002.
The $16,000 decrease for the three month period ended September 30, 2003 as
compared to September 30, 2002 was due primarily to decreases of $30,000 in
payroll and payroll related costs. The decreases were offset by increases of
$9,000 in advertising expenses and $5,000 in other miscellaneous expenses. The
decrease of $122,000 for the nine month period ended September 30, 2003 as
compared to September 30, 2002 was due to decreases in payroll and payroll
related costs of $93,000, travel of $27,000 and miscellaneous expenses of
$2,000. The reduction in payroll and payroll related costs was a direct result
of reduced headcount. The decrease of travel expenses was due to a reduction in
travel within the sales organization.
11
SIMTEK CORPORATION
TOTAL OTHER INCOME (EXPENSES) - SEMICONDUCTOR DEVICES
The increases of $2,000 and $105,000 in total other income (expense) for
the three and nine month period ended September 30, 2003 as compared to
September 30, 2002, respectively, were primarily due to an increase in interest
expense, offset by an increase in interest income. These increases are a direct
result of the $3,000,000 funding the Company received on July 1, 2002.
NET LOSS - SEMICONDUCTOR DEVICES
The Company recorded a net loss of $530,000 and $1,913,000 for the three
and nine months ended September 30, 2003 as compared to a net loss of $104,000
and $801,000 for the three and nine months ended September 30, 2002. The
increase in net loss for the three month period was due primarily to decreased
gross margin percentages. The increase in net loss for the nine month period was
due primarily to decreased gross margin percentages, increased operating
expenses and increased other income (expenses).
REVENUES - GOVERNMENT CONTRACTS
The following table sets forth the company's net revenues from its
government contracts portion of its business for the three and nine months ended
September 30, 2003 and 2002 (in thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
2003 2002 Variance 2003 2002 Variance
---- ---- -------- ---- ---- --------
Government Contracts $563 $474 $ 89 $1,586 $1,393 $193
The increase of revenue for the three and nine month periods ending
September 30, 2003 as compared to the same periods in 2002 was the result of
increased direct labor costs and increased materials and services that were
invoiced against development contracts. Direct labor costs increased due to the
addition of employees needed for additional contracts.
COST OF SALES AND GROSS MARGIN - GOVERNMENT CONTRACTS
The cost of sales for the government contracts portion of the Company's
business was $319,000 and $833,000 for the three and nine months ended September
30, 2003 as compared to the $229,000 and $629,000 for the same periods in 2002.
This was equivalent to gross margin percentages of 43% and 47% for the three and
nine months ended September 30, 2003 as compared to gross margin percentages of
52% and 55% for the same periods in 2002. The decreases in gross margin
percentages were primarily due to an increase in non direct labor which could
not be billed as revenue.
RESEARCH AND DEVELOPMENT - GOVERNMENT CONTRACTS
Total research and development expenses related to the government contracts
portion of the Company's business were $69,000 and $432,000 for the three and
nine months ended September 30, 2003 compared to $90,000 and $395,000 for the
three and nine months ended September 30, 2002.
The $21,000 decrease for the three months ended September 30, 2003 as
compared to the same period in 2002 was related to a $27,000 decrease in
employment related expenses which was offset by an increase of $6,000 in
software maintenance contracts, equipment leases and depreciation. The $37,000
increase for the nine month period ending September 30, 2003 as compared to the
same period in 2002 was related to a decrease of $37,000 in employment related
expenses which was offset by a $74,000 increase in software maintenance
contracts.
12
SIMTEK CORPORATION
ADMINISTRATION - GOVERNMENT CONTRACTS
Total administration expenses related to the government contracts portion
of the Company's business were $47,000 and $114,000 for the three and nine
months ended September 30, 2003 as compared to the $26,000 and $81,000 for the
three and nine months ended September 30, 2002.
The $21,000 and $33,000 increases for the three and nine months ended
September 30, 2003 compared to the same periods in 2002 was primarily due to a
increase in indirect labor expenses.
MARKETING - GOVERNMENT CONTRACTS
Total marketing expenses related to the government contracts portion of the
Company's business were $110,000 and $259,000 for the three and nine months
ended September 30, 2003 as compared to the $67,000 and $196,000 for the three
and nine months ended September 30, 2002.
The increases of $43,000 and $63,000 for the three and nine month periods
ended September 30, 2003 as compared to September 30, 2002 were primarily due to
increased bid and proposal activities.
NET INCOME (LOSS) - GOVERNMENT CONTRACTS
The Company recorded net income of $17,000 and a net loss of $54,000 for
the three and nine months ended September 30, 2003 as compared to a net income
of $61,000 and $90,000 for the three and nine months ended September 30, 2002.
The decreases in net income were primarily due to indirect overhead costs that
could not be billed to specific government contracts.
FUTURE RESULTS OF OPERATIONS
The Company's ability to be profitable will depend primarily on its ability
to continue reducing manufacturing costs and increasing net product sales by
increasing the availability of existing products, by the introduction of new
products and by expanding its customer base. The Company is also dependent on
the overall state of the semiconductor industry and the demand for semiconductor
products by equipment manufacturers.
The Company is continuing its co-development program with Anam
Semiconductor to develop a semiconductor process module that combines the
Company's nonvolatile technology with Anam's advanced 0.25 micron digital
Complimentary Metal Oxide Semiconductor ("CMOS") fabrication line. The module
will incorporate silicon oxide nitride oxide silicon ("SONOS") technology, which
will be used to manufacture both high density SONOS flash and nonvolatile static
RAM memories, for stand alone and embedded products. The Company began shipping
samples of a 1 megabit 3.0 volt nonvolatile semiconductor memory during the
third quarter of 2003. As of October 27, 2003, the Company had shipped samples
to 54 different customers.
As of September 30, 2003, the Company had a backlog of unshipped customer
orders of approximately $2,122,000 expected to be filled by March 31, 2004.
Orders are cancelable without penalty at the option of the purchaser prior to 30
days before scheduled shipment and therefore are not necessarily a measure of
future product revenue.
In February 2003, the Company received notification from Chartered that
they will close their wafer fabrication facility #1 by March 2004. The memory
wafers the Company purchases from Chartered are manufactured in facility #1. The
Company and Chartered are in the process of transferring the manufacturing of
our memory wafers to Chartered's manufacturing facility #2. Facility #2 is newer
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SIMTEK CORPORATION
and more modern than facility #1, processing 8 inch wafers rather than the older
6 inch wafers processed in facility #1. Assuming the transfer can produce memory
wafers that meet the Company's specifications, the Company anticipates the
transfer to be completed in time to provide an uninterrupted supply of the
Company's current 0.8 micron family of nonvolatile Static Random Access memory
products. This would avoid any material impact on its ability to support
customers. If the Company and Chartered cannot complete the transfer of
manufacturing into facility #2 or if the Company cannot contract with another
supplier, this will have a material negative impact on our future revenues and
earnings.
United Microelectronics and Chartered provide silicon wafers for the
Company's programmed semiconductor logic products based on 0.5 micron and 0.35
micron product technology, respectively. In February 2003, the Company received
notification from United Microelectronics that it will be unable to supply us
with logic wafers after August 2003. The Company plans to support customers with
0.5 micron logic wafers manufactured at United Microelectronics through December
2003 by offering opportunities to purchase their life-time requirements for
these products with deliveries scheduled by the end of the year. After this
period, the Company does not plan to support sales of 0.5 micron logic products
to the market.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2003, the Company had net working capital of $840,850
as compared to a net working capital of $6,017,270 as of September 30, 2002.
On November 7, 2003, the Company closed a $1,500,000 equity financing with
BFSUS Special Opportunities Trust Plc, Renaissance US Growth & Investment Trust
Plc and Renaissance Capital Growth & Income Fund III, Inc (collectively,
"Renaissance"). In exchange for the $1,500,000, the Company issued 550,661
shares of its common stock to each of the three investment funds. The purchase
price was based on the average closing price of the Company's common stock as
reported on the Over-the-Counter Bulletin Board over the five trading days
before closing, which average closing price was $0.908 per share. In addition to
the shares of common stock, each fund received warrants to acquire 250,000
shares of the Company's common stock. The warrants have a 5-year term with
125,000 shares being exercisable at $1.25 per share and 125,000 shares being
exercisable at $1.50 per share.
On July 1, 2002, the Company received funding of $3,000,000 in a financing
transaction with Renaissance. The $3,000,000 funding consisted of convertible
debentures with a 7-year term at a 7.5% per annum interest rate. The debentures
are convertible at the option of the holder into Simtek common stock at $0.312
per share, which was in excess of the market price per share on July 1, 2002. At
September 30, 2003, the Company was in non-compliance of two of the covenants
set forth in the loan agreement. The Company has received a waiver from
Renaissance through December 31, 2004 for one of the covenants and a
modification to the loan agreement of the other covenant. The waiver and
modification are effective through December 31, 2004. The Company is currently
in compliance with the modification; however the Company cannot predict with
certainty it will remain in compliance. Therefore, the Company is showing the
$3,000,000 as a current liability as of September 30, 2003.
The change in cash flows for the nine months ended September 30, 2003
provided by operating activities was primarily a result of a net loss of
$1,966,530, which is offset by $361,271 in depreciation and amortization,
decreases in accounts receivable, prepaid expenses, accounts payable and
deferred revenue of $692,510, $113,320, $390,351 and $40,500, respectively and
increases in inventory and accrued expenses of $166,239 and $137,878,
respectively. The decrease of $692,510 in accounts receivable was directly
related to certain customers paying invoices within the Company's terms at the
end of third quarter 2003. The decrease in accounts payable of $390,351 was
primarily due to the timing of payments for standard operating expenses. The
increase in accrued expenses was due primarily to increased vacation payable and
accrued wages. These increases have occurred due to certain employees foregoing
their vacation time until later in 2003. The change in cash flows used in
investing activities of $402,795 was primarily due to the purchase of equipment
14
SIMTEK CORPORATION
required to test our nonvolatile semiconductor memory products and software
acquired for research and development activities. The cash flows provided by
financing activities of $289,469 was due to borrowings on a line of credit of
$250,000, proceeds of $150,703 for the exercise of stock options by certain
employees of the Company less payments on a capital lease obligation of
$111,187.
The change in cash flows for the nine months ended September 30, 2002 used
in operating activities was primarily a result of a net loss of $710,214, which
is offset by $314,347 in depreciation and amortization, a decrease in accrued
expenses of $101,263, increases in accounts receivable, allowance accounts,
prepaid expenses and other and deferred revenue of $139,244, $40,087, $4,469,
and $2,500, respectively. The $357,698 increase in inventory and the $581,027
decrease of accounts payable are primarily due to the timing of raw materials
received within the period. Materials were received and paid for early in the
period, but due to soft market demand, have not been fully consumed, resulting
in larger inventory levels. The change in cash flows used in investing
activities of $123,132 was primarily due to the purchase of equipment required
to manufacture our semiconductor devices at Chartered and UMC and hardware and
software required for research and development activities. The cash flows
provided by financing activities were due primarily to the $3,000,000, net of
$116,175 in financing fees, received from Renaissance, borrowings and payments
on notes payable and a capital lease obligation and the exercise of stock
options by employees of the Company.
ACCOUNTING STATEMENTS
In April 2002, the FASB approved for issuance Statements of Financial
Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44 and 64,
Amendment of SFAS 13, and Technical Corrections" ("SFAS 145"). SFAS 145 rescinds
previous accounting guidance, which required all gains and losses from
extinguishment of debt be classified as an extraordinary item. Under SFAS 145
classification of debt extinguishment depends on the facts and circumstances of
the transaction. SFAS 145 is effective for fiscal years beginning after May 15,
2002 and adoption is not expected to have a material effect on the Company's
financial position or results of its operations.
In July 2002, the FASB issued Statements of Financial Accounting Standards
No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
(SFAS 146). SFAS 146 requires companies to recognize costs associated with exit
or disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. Examples of costs covered by SFAS 146
include lease termination costs and certain employee severance costs that are
associated with a restructuring, discontinued operation, plant closing, or other
exit or disposal activity. SFAS 146 is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002. The adoption of SFAS 146
is not expected to have a material effect on the Company's financial position or
results of its operations.
In December 2002, the FASB issued Statements of Financial Accounting
Standards No.148, "Accounting for Stock-Based compensation - Transition and
Disclosure - an amendment of FASB Statement 123" (SFAS 123). For entities that
change their accounting for stock-based compensation from the intrinsic method
to the fair value method under SFAS 123, the fair value method is to be applied
prospectively to those awards granted after the beginning of the period of
adoption (the prospective method). The amendment permits two additional
transition methods for adoption of the fair value method. In addition to the
prospective method, the entity can choose to either (i) restate all periods
presented (retroactive restatement method) or (ii) recognize compensation cost
from the beginning of the fiscal year of adoption as if the fair value method
had been used to account for awards (modified prospective method). For fiscal
years beginning December 15, 2003, the prospective method will no longer be
allowed. The Company currently accounts for its stock-based compensation using
the intrinsic value method as prescribed by Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" and plans on continuing using
this method to account for stock options , therefore, it does not intend to
adopt the transition requirements as specified in SFAS 148. The Company has
adopted the new disclosure requirements of SFAS 148 in these financial
statements.
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SIMTEK CORPORATION
In April 2003, the FASB issued Statements of Financial Accounting Standards
No. 149, an amendment of Statement 133 on Derivative Instruments and Hedging
Activities. SFAS 149 amends and clarifies accounting for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities under SFAS No. 133. SFAS No. 149 is effective for contracts
entered into or modified after June 30, 2003, and for hedging relationships
designated after June 30, 2003. Management does not believe that the adoption of
SFAS No. 149 will have a material impact on its financial position or results of
operations.
In May 2003, the FASB issued Statements of Financial Accounting Standards
No. 150, "Accounting for Certain Financial Instruments with Characteristics of
Both Liabilities and Equity". SFAS No. 150 requires issuers to classify as
liabilities (or assets in some circumstances) three classes of freestanding
financial instruments that embody obligations for the issuer. SFAS No. 150 is
effective for financial instruments entered into or modified after May 31, 2003
and is otherwise effective at the beginning of the first interim period
beginning after June 15, 2003. Management believes the adoption of SFAS No. 150
will have no immediate impact on its financial position or results of
operations.
The FASB issued Interpretation ("FIN") No. 45, Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others, in November 2002 and FIN No. 46, Consolidation of
variable Interest Entities, in January 2003. FIN No. 45 is applicable on a
prospective basis for initial recognition and measurement provisions to
guarantees issued after December 2002; however, disclosure requirements are
effective immediately. FIN No. 45 requires a guarantor to recognize, at the
inception of a guarantee, a liability for the fair value of the obligations
undertaken in issuing the guarantee and expands the required disclosures to be
made by the guarantor about its obligation under certain guarantees that it has
issued. The adoption of FIN No. 45 did not have a material impact on the
Company's financial position or results of operations. FIN No. 46 requires that
a company that controls another entity through interest other than voting
interest should consolidate such controlled entity in all cases for interim
periods beginning after June 15, 2003. Management does not believe the adoption
of FIN No. 46 will have a material impact on its financial position or results
of operations.
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SIMTEK CORPORATION
ITEM 3: CONTROLS AND PROCEDURES
-------------------------------
(a) Evaluation of disclosure controls and procedures.
Douglas Mitchell, who serves as the Company's chief executive officer and chief
financial officer (acting), after evaluating the effectiveness of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15 as of
September 30, 2003, the end of the period covered by this report (the
"Evaluation Date"), concluded that as of the Evaluation Date, the Company's
disclosure controls and procedures were adequate and effective to ensure that
material information relating to the Company and its consolidated subsidiaries
would be made known to them by individuals within those entities, particularly
during the period in which this quarterly report was being prepared.
(b) Changes in internal controls.
During the period covered by this report, there were no significant changes in
the Company's internal controls or in other factors that could significantly
affect the Company's disclosure controls and procedures subsequent to the
Evaluation Date, nor any significant deficiencies or material weaknesses in such
disclosure controls and procedures requiring corrective actions. As a result, no
corrective actions were taken.
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SIMTEK CORPORATION
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities AND Use of Proceeds -
(a) None.
(b) None.
(c) Pursuant to a Convertible Loan Agreement, dated as of June 28,
2002, the Company issued convertible debentures to Renaissance Capital Growth
and Income Fund III, Inc., Renaissance US Growth & Income Trust, PLC and BFS US
Special Opportunities Trust, PLC on July 1, 2002. The Company received
$3,000,000 in funding. The convertible debentures have 7-year terms at a 7.5%
per annum interest rate; each fund equally invested $1,000,000. The holder of
the debentures has the right, at any time, to convert all, or in multiples of
$100,000, any part of the debenture into shares of our common stock. The
debentures are convertible into the Company's common stock at $0.312 per share.
Each purchaser of the debentures was an accredited investor. No general
solicitation or advertising occurred and the issuance was exempt from
registration pursuant to Section 4(2) of the Securities Act. The Company used
the proceeds from this offering for general corporate purposes. Pursuant to the
terms of the Convertible Loan Agreement, the Company filed a registration
statement on Form SB-2 (SEC File No. 333-104854) on August 27, 2003 with respect
to the resale of the common stock into which the debentures are convertible. The
Company did not receive any proceeds from such resale Form SB-2 registration
statement.
Item 3. Defaults upon Senior Securities - On July 1, 2002, the Company received
$3,000,000 in a financing transaction with affiliates of Renaissance Capital of
Dallas, Texas ("Renaissance"). The $3,000,000 funding consists of convertible
debentures with a 7-year term at a 7.5% per annum interest rate. At September
30, 2003, the Company was in non-compliance of two of the covenants set forth in
the loan agreement. The Company has received a waiver from Renaissance through
December 31, 2004 for one of the covenants and a modification to the loan
agreement of the other covenant. The waiver and modification are effective
through December 31, 2004. The Company is currently in compliance with the
modification, however the Company cannot predict with certainty it will remain
in compliance. Therefore, the Company is showing the entire $3,000,000 as a
current liability as of September 30, 2003.
Item 4. Matters Submitted to a Vote of Securities Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.24 Securities Purchase Agreement between Simtek
Corporation and Renaissance Capital Growth & Income
Fund III, Inc. and Renaissance US Growth and Income
Trust, PLC and BFSUS Special Opportunities Trust,
PLC(1)
10.25 Form of $1.25 Stock Purchase Warrant(1)
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SIMTEK CORPORATION
10.26 Form of $1.50 Stock Purchase Warrant(1)
Exhibit 31 Certification pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
Exhibit 32 Certification pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
(1) Incorporated by reference from the Current Report on Form 8-K filed by the
Company with the SEC on November 12, 2003.
(b) Reports on Form 8-K -
During the three months ended September 30, 2003, the Company
filed the following reports on Form 8-K:
Form 8-K filed August 14, 2003 - Item 5: Other information:
"Press Release dated August 14, 2003 Simtek Updates Investors on
New 1 MBIT nv SRAM Development", Item 7: Financial Statements and
Exhibits and Item 12: Results of Operations and Financial
Condition
Form 8-K filed September 8, 2003 - Item 5: Other information:
"Press Release dated September 8, 2003 Simtek Moves to Sampling
Stage for 1 MegaBit nvSRAM Initial Product Offering"
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SIMTEK CORPORATION
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
SIMTEK CORPORATION
(Registrant)
November 13, 2003 By /s/Douglas Mitchell
----------------------------------------------
DOUGLAS MITCHELL
Chief Executive Officer, President
and Chief Financial Officer (Acting)
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