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 June 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 August 11, 2003
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(Common Stock, $.01 par value) 54,489,773
SIMTEK CORPORATION
INDEX
For Quarter Ended June 30, 2003
PART 1. FINANCIAL INFORMATION
ITEM 1 Page
----
Consolidated Balance Sheets as of June 30, 2003 and
December 31, 2002 3
Consolidated Statements of Operations for the three months
and six months ended June 30, 2003 and 2002 4
Consolidated Statements of Cash Flows for the six
months ended June 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
SIGNATURES 19
SIMTEK CORPORATION
BALANCE SHEETS
ASSETS
------ June 30, 2003 December 31, 2002
------------- -----------------
(unaudited)
CURRENT ASSETS:
Cash and cash equivalents............................................... $ 2,325,672 $ 3,127,732
Certificate of deposit, restricted...................................... 300,000 300,000
Accounts receivable - trade, net........................................ 2,006,224 2,309,965
Inventory, net ......................................................... 1,590,810 1,608,242
Prepaid expenses and other.............................................. 135,719 239,507
------------ ------------
Total current assets................................................ 6,358,425 7,585,446
EQUIPMENT AND FURNITURE, net............................................... 934,090 725,888
DEFERRED FINANCING COSTS................................................... 99,579 107,877
OTHER ASSETS............................................................... 70,800 87,839
------------ ------------
TOTAL ASSETS............................................................... $ 7,462,894 $ 8,507,050
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable ....................................................... $ 1,240,477 $ 1,087,947
Accrued expenses........................................................ 389,027 313,460
Accrued wages........................................................... 106,840 26,830
Accrued vacation payable................................................ 218,710 155,633
Debentures.............................................................. 3,000,000 -
Deferred Revenue........................................................ - 40,500
Obligation under capital leases......................................... 161,438 132,485
------------ ------------
Total current liabilities........................................... 5,116,492 1,756,855
NOTES PAYABLE.............................................................. 10,000 10,000
DEBENTURES................................................................. - 3,000,000
OBLIGATION UNDER CAPITAL LEASES............................................ 114,638 76,512
------------ ------------
Total liabilities................................................... 5,241,130 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,
54,461,023 and 54,382,273 shares issued and outstanding
at June 30, 2003 and December 31, 2002, respectively................ 544,611 543,823
Additional paid-in capital.............................................. 37,605,557 37,594,875
Treasury Stock...................................................... (12,504) (12,504)
Accumulated deficit..................................................... (35,915,900) (34,462,511)
------------ ------------
Shareholder's equity.................................................... 2,221,764 3,663,683
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................................. $ 7,462,894 $ 8,507,050
============ ============
The accompanying notes are an integral part of these financial statements.
3
SIMTEK CORPORATION
STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended June 30, Six Months Ended June 30,
------------------------------- -----------------------------
2003 2002 2003 2002
---- ---- ---- ----
NET SALES.................................................. $ 3,419,971 $ 3,550,433 $ 7,355,100 $ 7,523,734
Cost of sales........................................ 2,433,655 2,062,433 4,920,526 4,617,150
------------ ------------ ------------ ------------
GROSS MARGIN............................................... 986,316 1,488,000 2,434,574 2,906,584
OPERATING EXPENSES:
Design, research and development...................... 1,225,502 1,276,744 2,483,142 2,270,118
Administrative........................................ 204,022 185,176 475,899 393,396
Marketing............................................. 395,444 434,583 820,327 905,516
------------ ------------ ------------ ------------
Total Operating Expenses.......................... 1,824,968 1,896,503 3,779,368 3,569,030
NET LOSS FROM OPERATIONS................................... (838,652) (408,503) (1,344,794) (662,446)
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSE):
Interest income....................................... 7,809 7,344 17,435 14,607
Interest expense...................................... (63,591) (10,498) (124,637) (18,985)
Other income (expense), net........................... (943) (81) (1,393) (542)
------------ ------------ ------------ ------------
Total other income (expense)...................... (56,725) (3,235) (108,595) (4,920)
------------ ------------ ------------ ------------
NET LOSS BEFORE TAXES...................................... (895,377) (411,738) (1,453,389) (667,366)
Provision for income taxes............................ - - - -
------------ ------------ ------------ ------------
NET LOSS................................................... $ (895,377) $ (411,738) $ (1,453,389) $ (667,366)
============ ============ ============ ============
NET LOSS PER COMMON SHARE:
Basic and diluted EPS................................. $ (.02) $ (.01) $ (.03) $ (.01)
============ ============ ============ ============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING:
Basic and diluted..................................... 54,446,394 54,159,383 54,440,139 54,114,604
The accompanying notes are an integral part of these financial statements.
4
SIMTEK CORPORATION
STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended June 30,
-----------------------------------
2003 2002
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .......................................................... $ (1,453,389) $ (667,366)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization................................. 245,575 225,317
Net change in allowance accounts.............................. 1,805 (22,915)
Deferred financing fees....................................... 8,298 (29,700)
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable....................................... 313,731 (133,789)
Inventory................................................. 2,451 (501,504)
Prepaid expenses and other ............................... 103,737 (16,519)
Increase (decrease) in:
Accounts payable.......................................... 152,530 469,306
Accrued expenses.......................................... 188,765 (28,293)
Deferred revenue.......................................... (40,500) 2,500
Customer deposits......................................... 33,075 -
------------ ------------
Net cash used in operating activities............................... (443,922) (702,963)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment and furniture ................................ (292,527) (145,980)
------------ ------------
Net cash used in investing activities............................... (292,527) (145,980)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on notes payable and lines of credit..................... - 150,000
Payments on notes payable and lines of credit....................... - (159,899)
Payments on capital lease obligation................................ (77,081) (61,348)
Exercise of stock options........................................... 11,470 19,485
------------ ------------
Net cash used in by financing activities............................ (65,611) (51,762)
------------ ------------
NET DECREASE IN CASH AND CASH
EQUIVALENTS........................................................ (802,060) (900,705)
------------ ------------
CASH AND CASH EQUIVALENTS, beginning of period........................... 3,127,732 2,075,704
------------ ------------
CASH AND CASH EQUIVALENTS, end of period................................. $ 2,325,672 $ 1,174,999
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Purchase of equipment through payables andcapital 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.
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.
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 June 30, 2003, the Company was
in non-compliance of certain covenants set forth in the loan agreement. The
Company has received a waiver from Renaissance through October 1, 2003 with
respect to such covenants. The Company is attempting to reach compliance with
the stipulated covenant requirements by the end of the waiver period, but cannot
be sure that it will achieve such compliance. Therefore, the Company has
reclassified the note as a current liability as of June 30, 2003. The Company
has a long term relationship with Renaissance and believes that it will be able
to revise its current covenant requirements prior to October 1, 2003, whereby
the loan will not be called on this date. The Company, however, cannot provide
assurances that it will be able to meet its covenant requirements by October 1,
2003 or that such covenants will be revised.
4. GEOGRAPHIC CONCENTRATION:
Sales of our semiconductor products by location for the three months and
six months ended June 30, 2003 and 2002 were as follows (as a percentage of
semiconductor product sales only):
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
---- ---- ---- ----
United States 29% 48% 39% 49%
Europe 14% 13% 12% 11%
Far East 52% 30% 43% 29%
All others 5% 9% 6% 11%
---- ---- ---- ----
100% 100% 100% 100%
6
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- ----------------------------
2003 2002 2003 2002
---- ---- ---- ----
Description
Net Sales:
Semiconductor Devices $ 2,907,713 $ 3,112,363 $ 6,332,296 $ 6,604,905
Government Contracts 512,258 438,070 1,022,804 918,829
----------- ----------- ----------- -----------
Total $ 3,419,971 $ 3,550,433 $ 7,355,100 $ 7,523,734
Net Income (Loss):
Semiconductor Devices $ (862,544) $ (413,459) $(1,382,230) $ (696,614)
Government Contracts (32,833) 1,721 (71,159) 29,248
----------- ------------ ----------- -----------
Total $ (895,377) $ (411,738) $(1,453,389) $ (667,366)
June 30, 2003 December 31, 2002
------------- -----------------
Total Assets:
Semiconductor Devices $ 7,032,168 $ 7,931,831
Government Contracts 430,726 575,219
----------- -----------
Total $ 7,462,894 $ 8,507,050
6. PRO FORMA STOCK-BASED COMPENSATION DISCLOSURE
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.
7
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- ----------------------------
2003 2002 2003 2002
---- ---- ---- ----
Net loss as reported $ (895,377) $ (411,738) $(1,453,389) $ (667,366)
Add: stock based compensation
included in reported net loss - - - -
Deduct: Stock-based compensation
cost under SFAS 123 (135,834) (155,425) (271,669) (310,851)
----------- ----------- ----------- -----------
Pro Forma net loss $(1,031,211) $ (567,163) $(1,725,058) $ (978,217)
=========== =========== ----------- -----------
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 54,446,394 54,159,383 54,440,139 54,114,604
Reported net loss per common
share basic and diluted $ (.02) $ (.01) $ (.03) $ (.01)
Pro forma net loss per common
share basic and diluted $ (.02) $ (.01) $ (.03) $ (.02)
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 for the three and six months
ended June 30, 2003 as compared to the three and six months ended June 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 $7,355,000 for the first six months of 2003 down from $7,524,000
for the comparable period of 2002. The Company's net revenue was $3,420,000 for
the second quarter 2003 down from $3,550,000 for the comparable period of 2002.
The decreases in revenues for the three month period ending June 30, 2003 as
compared to the three month period ended June 30, 2002 were primarily due to a
decrease in demand of our logic products and a reduction of revenue of our 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 decrease in revenues for the six month period
ending June 30, 2003 as compared to the same period in 2002 was primarily due to
lower average selling prices of our commercial nonvolatile semiconductor memory
products and a decrease in demand of our logic products.
The decline in revenue, along with higher manufacturing costs, for the
three and six months ended June 30, 2003 compared to the three and six months
ended June 30, 2002 had an impact on our profitability. This decline along with
research and development costs related to our 1 megabit product development
accounted for losses in the three and six month periods ending June 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 six months ended June 30, 2003 and 2002 (in
thousands):
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 Variance 2003 2002 Variance
---- ---- -------- ---- ---- --------
Commercial $2,509 $2,379 $ 130 $5,101 $5,198 $ (97)
High-end industrial and
military $ 203 $ 433 $ (230) $ 816 $ 810 $ 6
Logic products $ 196 $ 300 $ (104) $ 415 $ 597 $ (182)
------ ------ ------- ------ ------ --------
Total Semiconductor
Revenue $2,908 $3,112 $ (204) $6,332 $6,605 $ (273)
Commercial revenues increased by $130,000 for the three months ended June
30, 2003 and decreased by $97,000 for the six months ended June 30, 2003 period
when compared to the comparable periods in 2002. The increases for the three
month periods were due to an increase in unit demand of our commercial
nonvolatile semiconductor memory products. The $97,000 decrease for the six
month period was due primarily to a decrease in average selling prices of our
commercial nonvolatile semiconductor memory products.
9
SIMTEK CORPORATION
High-end industrial and military product revenues accounted for a decrease
of $230,000 for the three months ended June 30, 2003 and an increase of $6,000
for the six months ended June 30, 2003 as compared to the previous periods in
2002. The decrease for the three month period was due primarily to a slow-down
of production related to military contracts.
Revenues from our logic products decreased by $104,000 and $182,000 for the
three and six 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 and two direct customers accounted for approximately 59%
of the Company's semiconductor devices product sales for the quarter ended June
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 $2,163,000
and $4,407,000 for the three and six months ended June 30, 2003 as compared with
the $1,890,000 and $4,217,000 for the three and six months ended June 30, 2002.
These costs reflect an approximate 13% and 6% decrease in gross margin
percentages for the second quarter and six months ended June 30, 2003 as
compared to the second quarter and six months ended June 30, 2002. Actual gross
margin percentages for the second quarter and six month periods ending June 30,
2003 were 26% and 30%, respectively. The decrease in gross margin percentages
for the three month period was due to both a decrease in sales of our high end
industrial and military products and to higher manufacturing costs of our
commercial products attributed to poor production yields at Chartered
Semiconductor's wafer fabrication facility #1. The decrease in gross margin
percentages for the six month period was also affected by decreased average
selling prices.
During the first six 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
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
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 nine to twelve months. This would provide
uninterrupted supply of the Company's current 0.8 micron family of nonvolatile
Static Random Access memory products, and would have no material impact on its
ability to support our 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 they 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
10
SIMTEK CORPORATION
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.
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 is anticipating samples during the third quarter
of 2003.
Total research and development expenses related to the semiconductor
portion of the Company's business were $1,050,000 and $2,120,000 for the three
and six months ended June 30, 2003 compared to $1,105,000 and $1,965,000 for the
three and six months ended June 30, 2002.
The $55,000 decrease for the three month period was related to the net
between increases in payroll and payroll overhead costs of $136,000, equipment
leases, maintenance agreements for software and depreciation of $62,000, and
miscellaneous other expenses of $8,000 and reductions in contract engineering
services of $28,000, and new product development costs of $233,000. The increase
of $155,000 for the six month period was related to the net between increases in
payroll and payroll costs of $278,000, equipment leases, maintenance agreements
for software and depreciation of $179,000 and reductions in contract engineering
services of $42,000, new product development costs of $252,000 and other
expenses of $8,000. 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 $184,000 and $409,000 for the three and six months ended
June 30, 2003 as compared to the $160,000 and $338,000 for the three and six
months ended June 30, 2002.
The $24,000 and $71,000 increases for the three and six months ended June
30, 2003 compared to June 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 $317,000 and $671,000 for the three and six months ended
June 30, 2003 as compared to the $368,000 and $777,000 for the three and six
months ended June 30, 2002.
The $51,000 decrease for the three month period ended June 30, 2003 as
compared to June 30, 2002 was due primarily to decreases in payroll and payroll
related costs of $20,000, travel of $22,000 and other miscellaneous expenses of
$9,000. The decrease of $106,000 for the six month period ended June 30, 2003 as
compared to June 30, 2002 was due to decreases in payroll and payroll related
costs of $67,000, travel of $29,000 and miscellaneous expenses of $10,000. The
11
SIMTEK CORPORATION
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.
TOTAL OTHER INCOME (EXPENSES) - SEMICONDUCTOR DEVICES
The increases of $53,000 and $104,000 in total other income (expense) for
the three and six month period ended June 30, 2003 as compared to June 30, 2002,
respectively, was 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 $862,000 and $1,382,000 for the three
and six months ended June 30, 2003 as compared to a net loss of $413,000 and
$697,000 for the three and six months ended June 30, 2002. The increase in net
loss for the three month period was due primarily to decreased sales and
decreased gross margin percentages. The increase in net loss for the six month
period was due primarily to increased research and development costs, decreased
sales and decreased gross margin percentages.
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 six months ended
June 30, 2003 and 2002 (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 Variance 2003 2002 Variance
---- ---- -------- ---- ---- --------
Government Contracts $ 512 $ 438 $ 74 $1,023 $ 919 $ 104
The increase of revenue for the three and six month periods ending June 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 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 $271,000 and $513,000 for the three and six months ended June 30,
2003 as compared to the $172,000 and $400,000 for the same periods in 2002. This
was equivalent to gross margin percentages of 47% and 50% for the three and six
months ended June 30, 2003 as compared to gross margin percentages of 61% and
56% 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 $175,000 and $363,000 for the three and
six months ended June 30, 2003 compared to $171,000 and $305,000 for the three
and six months ended June 30, 2002.
The $4,000 increase for the three months ended June 30, 2003 as compared to
the same period in 2002 was related to a $23,000 decrease in employment related
expenses which was offset by an increase of $27,000 in software maintenance
contracts. The $58,000 increase for the six month period ending June 30, 2003 as
compared to the same period in 2002 was related to a decrease of $5,000 in
employment related expenses which was offset by a $63,000 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 $20,000 and $67,000 for the three and six months
ended June 30, 2003 as compared to the $26,000 and $55,000 for the three and six
months ended June 30, 2002.
The $6,000 decrease for the three months ended June 30, 2003 compared to
the same period in 2002 was primarily due to a decrease in outside consulting
work. The increase of $12,000 for the six months ended June 30, 2003 as compared
to the same period in 2002 was primarily due to a $8,000 decrease in outside
consulting work which was offset by a $20,000 increase in payroll related
expenses.
MARKETING - GOVERNMENT CONTRACTS
Total marketing expenses related to the government contracts portion of the
Company's business were $78,000 and $149,000 for the three and six months ended
June 30, 2003 as compared to the $67,000 and $128,000 for the three and six
months ended June 30, 2002.
The increases of $11,000 and $21,000 for the three and six month periods
ended June 30, 2003 as compared to June 30, 2002 were primarily due to increased
bid and proposal activities.
NET INCOME (LOSS) - GOVERNMENT CONTRACTS
The Company recorded a net loss of $33,000 and $71,000 for the three and
six months ended June 30, 2003 as compared to a net income of $2,000 and $29,000
for the three and six months ended June 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 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's current schedule is to have samples of a 1
megabit 3.0 volt nonvolatile semiconductor memory available during the third
quarter of 2003.
As of June 30, 2003, the Company had a backlog of unshipped customer orders
of approximately $1,754,000 expected to be filled by December 31, 2003. 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.
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SIMTEK CORPORATION
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
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 nine to twelve months. This would provide
uninterrupted supply of the Company's current 0.8 micron family of nonvolatile
Static Random Access memory products, and would have no material impact on its
ability to support their 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 they 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 June 30, 2003, the Company had net working capital of $1,241,933 as
compared to a net working capital of $3,028,618 as of June 30, 2002.
On July 1, 2002, the Company received funding of $3,000,000 in a financing
transaction with 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. At
June 30, 2003, the Company was in non-compliance of certain covenants set forth
in the loan agreement. The Company has received a waiver from Renaissance
through October 1, 2003 with respect to such covenants. The Company is
attempting to reach compliance with the stipulated covenant requirements by the
end of the waiver period, but cannot be sure that it will achieve such
compliance. Therefore, the Company has reclassified the note as a current
liability as of June 30, 2003. The Company has a long term relationship with
Renaissance and believes that it will be able to revise its current covenant
requirements prior to October 1, 2003, whereby the loan will not be called on
this date. The Company, however, cannot provide assurances that it will be able
to meet its covenant requirements by October 1, 2003 or that such covenants will
be revised.
The change in cash flows for the six months ended June 30, 2003 provided by
operating activities was primarily a result of a net loss of $1,453,389, which
is offset by $245,575 in depreciation and amortization, decreases in accounts
receivable, inventory, prepaid expenses and deferred revenue of $313,731,
$2,451, $103,737 and $40,500, respectively and increases in accounts payable,
accrued expenses and customer deposits of $152,530, $188,765 and $33,075,
respectively. The decrease of $313,731 in accounts receivable was directly
related to certain customers paying invoices within the Company's terms at the
end of second quarter 2003. The increases in accounts payable of $152,530 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 $292,527 was primarily due to the purchase of equipment
required to test our nonvolatile semiconductor memory products and software
acquired for research and development activities. The cash flows used in
financing activities of $65,611 were due primarily to payments on a capital
lease obligation.
The change in cash flows for the six months ended June 30, 2002 used in
operating activities was primarily a result of a net loss of $667,366, which is
offset by $225,317 in depreciation and amortization, a decrease in accrued
expenses of $28,293, increases in accounts receivable, allowance accounts,
deferred financing fees, prepaid expenses and other and deferred revenue of
14
SIMTEK CORPORATION
$133,789, $22,915, $29,700, $16,519 and $2,500, respectively. Increases in
inventory and accounts payable of $501,504 and $469,306, respectively, are
directly related to each other. The change in cash flows used in investing
activities of $145,980 were 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 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 October 2001, the FASB also approved SFAS 144, Accounting for the
Impairment or Disposal of Long- Lived Assets. SFAS 144 replaces SFAS 121,
Accounting for the Impairment of Long-Lived Assets and for Long- Lived Assets to
Be Disposed Of. The new accounting model for long-lived assets to be disposed of
by sale applies to all long-lived assets, including discontinued operations, and
replaces the provisions of APB Opinion No. 30, Reporting Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, for the
disposal of segments of a business. Statement 144 requires that those long-lived
assets be measured at the lower of carrying amount or fair value less cost to
sell, whether reported in continuing operations or in discontinued operations.
Therefore, discontinued operations will no longer be measured at net realizable
value or include amounts for operating losses that have not yet occurred.
Statement 144 also broadens the reporting of discontinued operations to include
all components of an entity with operations that can be distinguished from the
rest of the entity and that will be eliminated from the ongoing operations of
the entity in a disposal transaction. The provisions of Statement 144 are
effective for financial statements issued for fiscal years beginning after
December 15, 2001 and, generally, are to be applied prospectively. At this time,
we do not believe adoption of this standard will have a material effect on our
financial 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
15
SIMTEK CORPORATION
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
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
June 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 - None
Item 3. Defaults upon Senior Securities - None
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
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
(b) Reports on Form 8-K - Form 8-K filed May 15, 2003 - Press Release
"Simtek Reports First Quarter 2003 Financial Results"
18
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)
August 13, 2003 By /s/Douglas Mitchell
----------------------------------------
DOUGLAS MITCHELL
Chief Executive Officer, President
and Chief Financial Officer (Acting)
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