UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
----------------------------------
(Mark One)
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Quarter ended March 31, 2007
OR
[ ] Transition report pursuant to section 13 or 15 (d) of the Securities
Exchange Act of 1934
Commission file number 0-19027
SIMTEK CORPORATION
(Exact name of registrant as specified in its charter)
-------------------------------------------------
Delaware 84-1057605
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4250 Buckingham Drive, Suite 100,
Colorado Springs, Colorado 80907
(Address of principal executive offices) (Zip Code)
(719) 531-9444
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 by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
one):
Large Accelerated Filer [ ] Accelerated Filer [ ] Non-accelerated Filer [X]
The total number of shares of Common Stock issued and outstanding as of May 14,
2007, was 16,501,906.
SIMTEK CORPORATION
INDEX
For the Quarter Ended March 31, 2007
PART 1. FINANCIAL INFORMATION
ITEM 1 Page
----
Condensed Consolidated Balance Sheets as of March 31, 2007
and December 31, 2006 3
Condensed Consolidated Statements of Operations for the
three months ended March 31, 2007 and 2006 4
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2007 and 2006 5
Notes to Condensed Consolidated Financial Statements 6-12
ITEM 2
Managements Discussion and Analysis of Financial Condition
and Results of Operations 13
ITEM 3
Quantitative and Qualitative Disclosures about Market Risk 18
ITEM 4
Controls and Procedures 19
PART 2. OTHER INFORMATION
ITEM 1 Legal Proceedings 20
ITEM 2 Unregistered Sales of Equity Securities and Use of
Proceeds 20
ITEM 3 Defaults Upon Senior Securities 20
ITEM 4 Submission of Matters to a Vote of Security Holders 20
ITEM 5 Other Information 20
ITEM 6 Exhibits and Reports on Form 8-K 20
SIGNATURES 21
2
SIMTEK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except par value and share amounts)
ASSETS
------
March 31, 2007 December 31, 2006
-------------- -----------------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 2,876 $ 4,522
Restricted investments 1,775 1,775
Accounts receivable - trade, net 4,979 5,537
Inventory, net 8,121 6,596
Prepaid expenses and other current assets 442 312
-------- --------
Total current assets 18,193 18,742
EQUIPMENT AND FURNITURE, net 1,394 1,239
DEFERRED FINANCING COSTS AND DEBT ISSUANCE COSTS 41 54
GOODWILL 992 992
NON-COMPETITION AGREEMENT, NET 6,680 7,126
OTHER ASSETS 114 89
-------- --------
TOTAL ASSETS $ 27,414 $ 28,242
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 3,949 $ 3,771
Accrued expenses 934 939
Accrued vacation payable 263 229
Accrued wages 45 814
Line of credit 371 681
Debentures, current 480 480
-------- --------
Total current liabilities 6,042 6,914
DEBENTURES, NET OF CURRENT 2,220 2,220
-------- --------
Total liabilities 8,262 9,134
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, $0.0001 par value; 200,000 shares authorized,
none issued -- --
Common stock, $.0001 par value; 30,000,000 shares authorized,
16,227,929 and 16,226,929 shares issued and outstanding
at March 31, 2007 and 16,146,679 and 16,145,679 shares issued
outstanding at December 31, 2006 2 2
Additional paid-in capital 67,677 67,173
Treasury stock, at cost; 1,000 shares (1) (1)
Accumulated deficit (48,688) (48,198)
Accumulated other comprehensive income:
Cumulative translation adjustment 162 132
-------- --------
Total shareholders' equity 19,152 19,108
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 27,414 $ 28,242
======== ========
See accompanying notes to these consolidated financial statements.
3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Amounts in thousands, except share and per share amounts)
For the three months ended March 31,
----------------------------------------
2007 2006
---- ----
REVENUE
Product sales, net $ 7,867 $ 4,743
Royalty revenue -- 1,035
------------ ------------
Total Revenue 7,867 5,778
Cost of sales 4,435 3,470
------------ ------------
GROSS PROFIT 3,432 2,308
OPERATING EXPENSES:
Research and development costs 1,613 1,545
Sales and marketing 1,152 944
General and administrative 1,109 699
------------ ------------
Total operating expenses 3,874 3,188
------------ ------------
LOSS FROM OPERATIONS (442) (880)
OTHER INCOME (EXPENSE):
Interest income 49 40
Interest expense (98) (60)
Exchange rate variance 12 --
Other expense -- (1)
------------ ------------
Total other expense (37) (21)
------------ ------------
LOSS BEFORE PROVISION FOR INCOME TAXES (479) (901)
Provision for income taxes (11) --
------------ ------------
NET LOSS $ (490) $ (901)
============ ============
NET LOSS PER COMMON SHARE:
Basic and diluted $ (.03) $ (.06)
============ ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted 16,211,671 14,692,083
============ ============
See accompanying notes to these consolidated financial statements.
4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(Amounts in thousands)
Three Months Ended March 31,
----------------------------
2007 2006
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (490) $ (901)
Adjustments to reconcile net loss to net cash used in operating
Activities:
Depreciation 159 107
Amortization 17 8
Expense related to stock options 279 119
Amortization of non-competition agreement 446 451
Net change in allowance accounts 392 353
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable 322 (1,387)
Inventory (1,635) (943)
Prepaid expenses and other (155) 567
Increase (decrease) in:
Accounts payable 170 224
Accrued expenses (1,079) (178)
------- -------
Net cash used in operating activities (1,574) (1,580)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment and furniture, net (311) (157)
Patents (14) --
Purchase of certain assets from ZMD -- (38)
------- -------
Net cash used in investing activities (325) (195)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on capital lease obligation -- (13)
Funds receiving from December 2005 equity financing, net -- 1,874
Warrants issued for license rights -- 965
Proceeds from warrant exercises 222 --
Exercise of stock options 3 --
------- -------
Net cash provided by financing activities 225 2,826
------- -------
Effect of exchange rate changes on cash 28 (3)
------- -------
NET CHANGE IN CASH AND CASH EQUIVALENTS (1,646) 1,048
CASH AND CASH EQUIVALENTS, beginning of period 4,522 1,766
------- -------
CASH AND CASH EQUIVALENTS, end of period $ 2,876 $ 2,814
======= =======
Cash paid for interest $ 86 $ 56
======= =======
See accompanying notes to these consolidated financial statements.
5
SIMTEK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The consolidated financial statements include the accounts of Simtek and
its wholly owned subsidiaries. Intercompany accounts and transactions have been
eliminated. The financial statements included herein are presented in accordance
with the requirements of Form 10-Q and consequently do not include all of the
disclosures normally made in the registrant's annual Form 10-K filing. These
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Annual Report and Form
10-K, Annual Report and Form 10-K/A for Simtek Corporation ("Simtek" or the
"Company") filed on April 2, 2007 and April 30, 2007, respectively for fiscal
year 2006.
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 accounting principles generally
accepted in the United States of America. Results of operations for the interim
periods are not necessarily indicative of the results of operations for the full
fiscal year.
Stock-Based Compensation
The Company has approved a Non-Qualified Stock Option Plan that authorizes
2,060,000 non-qualified stock options that may be granted to directors,
employees, and consultants. The plan permits the issuance of non-statutory
options and provide for a minimum exercise price equal to 100% of the fair
market value of the Company's common stock on the date of grant. The maximum
term of options granted under the plan is 10 years and options granted to
employees expire 90 days after the termination of employment. In 2004, the
Non-Qualified Stock Option Plan was extended for 10 more years. All options
granted prior to March 24, 2006, began vesting after six months after the date
of grant, and would become fully vested after three years and expire seven years
from date of grant. On March 24, 2006, the Board of Directors changed the
vesting schedule of stock options granted after March 24, 2006 to be as follows:
o If an officer or employee has been employed for 12 months or more,
stock options will vest over 48 months at 1/48th per month, and
vesting will begin immediately at 1/48th per month for the four year
period.
o If an officer or employee has been employed for less than 12 months,
no vesting will occur until the officer or employee has been employed
for 12 months at which time the officer or employee will be caught up
at 1/48th per month for each month since the option grant and then the
options will continue to vest at 1/48th per month for the remaining
portion of the four year period.
o If an officer or employee is a new hire, no vesting will occur until
the officer or employee has been employed for 12 months at which time
the officer or employee will receive 12/48th of the vesting and then
the options will continue to vest at 1/48th per month for the
remaining portion of the four year period.
o All options granted to outside directors of the Company will be 100%
vested after six months from the grant date.
o All options will expire seven years from date of grant.
Total share-based compensation recognized in the Company's consolidated
statements of operations for the quarters ended March 31, 2007 and 2006 is as
follows:
6
SIMTEK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Income Statement Classifications
2007 2006
---- ----
(in thousands)
Research and development $ 66 $ 39
Sales and marketing 26 16
General and administrative 187 64
--------- ---------
Total $ 279 $ 119
========= =========
As of March 31, 2007, there was approximately $2.1 million of unrecognized
compensation costs, adjusted for estimated forfeitures, related to non-vested
options granted to the Company's employees and directors, which will be
recognized through March 31, 2011. Total unrecognized compensation will be
adjusted for future changes in estimated forfeitures.
The fair value for stock options was estimated at the date of grant using
the Black-Scholes option pricing model, which requires management to make
certain assumptions. Expected volatility was based on the historical volatility
of the Company's stock over the past 5 years. The Company based the risk-free
interest rate that was used in the option valuation mode on U.S. Treasury notes.
The Company does not anticipate paying cash dividends in the foreseeable future
and therefore uses an expected dividend yield of 0%.
The fair value of each option granted in quarterly periods ending March 31,
2007 and 2006 was estimated on the date of grant using the Black-Scholes
option-pricing model with the following:
2007 2006
---- ----
Expected volatility 79.15% 84.83%
Risk-free interest rate 4.79% 4.59%
Expected dividends - -
Expected terms (in years) 5.0 4.0
The weighted average fair value per share of options granted during the
three months ended March 31, 2007 and 2006 was $3.90 and $ 1.73, respectively.
The following table summarizes stock options outstanding and changes during
the quarterly period ended March 31, 2007.
7
SIMTEK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Outstanding Options
-------------------------------------------------------------
Weighted
Average
Remaining Aggregate
Weighted Contractual Intrinsic
Number of Average Term Value (In
Shares Exercise Price (in years) Thousands)
--------- -------------- ----------- ----------
Options outstanding at January 1, 2007...................... 1,302,593 $ 5.24
Granted................................................... 90,000 5.83
Exercised................................................. (2,000) (1.70) $ 9(1)
Cancelled or forfeited.................................... (13,245) (9.22)
--------- ------
Options outstanding at March 31, 2007....................... 1,377,348 $ 5.25 4.50
========= ====== ======== =====
Options exercisable at March 31, 2007....................... 677,663 $ 5.98 4.50 $ 713(2)
========= ====== ======== =====
1) Represents the difference between the exercise price and the value of
Simtek stock at the time of exercise.
2) Represents the difference between the market value as of March 31, 2007 and
the exercise price of the shares. The market value as of March 31, 2007 was
$5.69 as reported by the NASDAQ Stock Market.
Cash received from option exercises for the quarter ended March 31, 2007
was $3,000. The tax benefit will be charged to "paid-in capital" when, and if,
the tax deduction is utilized prior to expiration.
Stock options outstanding and currently exercisable at March 31, 2007 are as
follows:
Outstanding Exercisable
--------------------------------------------------------------------------- ------------------------------------
Weighted Average
------------------------------------------------------
Remaining Weighted
Number Contractual Life Average Number Weighted Average
Exercise Price Outstanding in Months Exercise Price Exercisable Exercise Price
------------------- ------------------ ------------------ ----------------- ------------------ ------------------
$1.60-$3.50 359,430 56 $ 2.95 147,854 $ 2.66
$3.60-$6.00 703,273 63 $ 4.88 257,789 $ 4.67
$6.20-$9.00 218,911 47 $ 6.58 176,286 $ 6.57
$11.25-$15.30 80,734 28 $ 12.51 80,734 $ 12.51
$19.00 15,000 47 $ 19.00 15,000 $ 19.00
--------- -------
1,377,348 677,663
========= =======
Non-competition Agreement
-------------------------
In December 2005, the Company entered into a non-competition agreement with
Zentrum Mikroelektronik Dresden AG ("ZMD") as part of the acquisition of ZMD's
nvSRAM product line. The Company assigned a value of $8,910,000 to the
non-competition agreement in December 2005. The value assigned to the
non-competition agreement is being amortized on a straight-line basis over its
8
SIMTEK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
five-year life. The Company recorded an expense, for the amortization, of
approximately $446,000 to sales and marketing for the three months ended March
31, 2007.
Goodwill
--------
Goodwill represents the excess of the total amount paid to ZMD for the
nvSRAM assets acquired on December 30, 2005 and the fair value assigned to
specific assets. This amount will not be amortized, but will be reviewed for
impairment on a periodic basis. As of March 31, 2007 no impairment of value has
been recorded.
Accumulated other comprehensive income (loss)
---------------------------------------------
The functional currency for Simtek GmbH is the local currency, the Euro.
Assets and liabilities for this foreign operation are translated at the exchange
rate in effect at the balance sheet date, and income and expenses are translated
at average exchange rates prevailing during the period. Translation gains or
losses are included within shareholders' equity as part of accumulated other
comprehensive income (loss). As of March 31, 2007, the Company recorded
approximately $162,000 in comprehensive income.
Incomes Taxes
-------------
The Company adopted the provisions of FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, on January 1, 2007. As a result of
the implementation of Interpretation 48, the Company recognized no adjustments
to liabilities or stockholders equity.
When tax returns are filed, it is highly certain that some positions taken
would be sustained upon examination by the taxing authorities, while others are
subject to uncertainty about the merits of the position taken or the amount of
the position that would be ultimately sustained. Under FIN 48, the benefit of a
tax position is recognized in the financial statements in the period during
which, based on all available evidence, management believes it is more likely
than not that the position will be sustained upon examination, including the
resolution of appeals or litigation processes, if any. Tax positions taken are
not offset or aggregated with other positions. Tax positions that meet the
more-likely-than-not recognition threshold are measured as the largest amount of
tax benefit that is more than 50 percent likely of being realized upon
settlement with the applicable taxing authority. The portion of the benefits
associated with tax positions taken that exceeds the amount measured as
described above is reflected as a liability for unrecognized tax benefits in the
accompanying balance sheets along with any associated interest and penalties
that would be payable to the taxing authorities upon examination.
The Company files consolidated income tax returns in the U.S. federal
jurisdiction and several state jurisdictions. The Company is not aware of any
jurisdictions where they would be subject to U.S. federal or state income tax
examinations by tax authorities for years before 2003.
Our policy is that we recognize interest and penalties accrued on any
unrecognized tax benefits as a component of income tax expense. As of the date
of adoption of FIN 48, we did not have any accrued interest or penalties
associated with any unrecognized tax benefits, nor was any interest expense
recognized during the quarter.
9
SIMTEK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. Liquidity
During the three months ended March 31, 2007 and the twelve months ended
December 31, 2006, the Company incurred a net loss of approximately $490,000 and
$2,007,000, respectively and has an accumulated deficit of $48,689,000 as of
March 31, 2007.
The Company operates in a volatile industry, whereby its average selling
prices and product costs are influenced by competitive factors. Furthermore, the
Company continues to incur significant research and development costs for
product development. These factors create pressures on sales, costs, earnings
and cash flows, which will impact liquidity.
If the Company is unable to achieve profitable operations in 2007 it may
result in increased liquidity pressure on the Company, whereby it might be
required to enter into debt or equity arrangements that may not be as otherwise
favorable to the Company.
3. Revenue Recognition
Revenue Recognition - Product sales revenue is recognized when a valid
purchase order has been received with a fixed price and the products are shipped
to customers FOB origin (Colorado Springs, Colorado or Dresden, Germany),
including distributors. Based on historic business with the majority of the
Company's customers and, in the case of new customers, based on credit checks,
the Company is reasonably assured that collectibility on our shipments will
occur. Customers receive a one-year product warranty and sales to distributors
are subject to a limited product exchange program and a price protection in the
event of changes in the Company's product prices. The Company provides a reserve
for possible product returns, product price protection and warranty costs at the
time the sale is recognized. The Company has a detailed procedure to ensure that
its estimates for reserves are reasonable and reliable. The reserve for product
returns is based on the actual inventory value of the Company's semiconductor
products held by its distributors. The Company's distributors are permitted to
rotate up to 5% of their stock every six months with the stipulation that they
must submit a replacement order of equal dollar value to the stock that they are
returning. The reserve for price protection is used when the Company authorizes
special pricing to one of its distributors for a specific customer. To date, the
estimates have not been materially different from the credits the Company has
issued under these reserves.
Revenue from royalties related to non-refundable prepaid royalty payments
is recognized upon receipt. Revenue from royalties related to sales of products
by license partners is recognized upon the notification to us of shipment of
product from the Company's technology license partners to direct customers.
4. Inventories
The Company records inventory using the lower of cost (first-in, first-out)
or market. Inventory at March 31, 2007 and December 31, 2006 included:
March 31, 2007 December 31, 2006
(In thousands)
Raw Materials $ 65 $ 21
Work in progress 5,334 4,603
Finished Goods 3,601 2,737
---------- ----------
9,000 7,361
Less reserves for excess inventory (879) (765)
---------- ----------
$ 8,121 $ 6,596
========== ==========
10
SIMTEK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5. Line of Credit
On June 2, 2006, the Company secured a $3.6 million revolving line of
credit by entering into an Account Purchase Agreement (the "Agreement") with
Wells Fargo Bank, National Association ("Wells Fargo"). Pursuant to the
Agreement, the Company may sell, subject to recourse in the event of nonpayment,
up to $3.6 million of eligible accounts receivable to Wells Fargo. Advances of
the purchase price for the eligible receivables will be at an agreed upon
discount to the face value of the eligible receivable. The amount actually
collected on any receivable by Wells Fargo that is beyond the advance will be
forwarded to the Company, less certain discounts and fees retained by Wells
Fargo (including a minimum fee of $7,500 per month for the term of the
Agreement). To secure the Company's obligations under the Agreement, the Company
granted Wells Fargo a security interest in certain of the Company's property.
The Agreement has a term of two years, but may be terminated at any time by the
Company upon 60 days' written notice. As of March 31, 2007, the Company had
financed receivables with Wells Fargo for approximately $371,000.
6. Convertible Debentures
On July 1, 2002, the Company received funding of $3,000,000 in a financing
transaction with Renaissance Capital Growth and Income Fund III, Inc.,
Renaissance US Growth Investment Trust PLC and US Special Opportunities Trust
PLC. RENN Capital Group, Inc. is the agent for the RENN investment funds. One of
the Company's directors holds the position of Senior Vice President of RENN
Capital Group. The $3,000,000 funding consists of convertible debentures with a
7-year term at a 7.5% per annum interest rate. Each fund equally invested
$1,000,000. The holder of the debenture shall have the right, at any time, to
convert all, or in multiples of $100,000, any part of the Debenture into fully
paid and nonassessable shares of Simtek Corporation common stock. The debentures
were originally convertible into Simtek common stock at $3.12 per share, which
was in excess of the market price per share on July 1, 2002. The Convertible
Debentures allows for an adjustment in the conversion price, if the Company
issues Common Stock in connection with an equity financing, where the sale price
is less than the conversion price of $3.12. This occurred in December 2005 in
connection with the common stock sale of $11,000,000 at a price of $1.60 per
share. Pursuant to the terms of the 2002 convertible debentures, the Company
agreed with the RENN Capital Group that the conversion price would be reduced to
$2.20 per share. Based on the conversion rate of $2.20 per share, each RENN
investment fund is entitled to 409,091 shares upon conversion (assuming
conversion of $900,000).
On June 28, 2005, the Company received a waiver from the debenture holders
extending until July 1, 2006 the commencement date for principal payments of the
$3 million aggregate principal amount, see Note 6 Shareholders' Equity for
additional information. On July 24, 2006, each of the debenture holders
converted $100,000 of the principal amount into 45,455 shares of the Company's
common stock in lieu of the Company making the principal payments it was
required to make commencing on July 1, 2006.
At March 31, 2007, the Company was not in compliance with one of the
covenants set forth in the loan agreement. This covenant relates to the interest
coverage ratio. On May 4, 2007, the Company received a waiver from complying
with this covenant through April 1, 2008. However, significant variances in
future actual operations from the Company's current estimates could result in
the reclassification of this note to current liabilities.
7. Non-Refundable Prepaid Royalties
On March 24, 2006, the Company entered into a License and Development
Agreement with Cypress pursuant to which, among other things, Cypress agreed to
11
SIMTEK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
license certain intellectual property from the Company to develop and
manufacture standard, custom and embedded nvSRAM products and Cypress agreed to
pay to the Company $4,000,000 in non-refundable pre-paid royalties of which $2
million was paid upon signing of the agreement, $1 million was paid on June 30,
2006 and $1 million was paid on December 18, 2006. In addition, the Company
licensed rights to use certain intellectual property from Cypress for use in its
products. As part of the License and Development Agreement, the Company agreed
to issue Cypress warrants to purchase 2 million shares of the Company's common
stock for $7.50 per share. The warrants have a ten year life. The warrants were
issued upon receipt of each of the prepaid royalty amounts. The value of the
warrants issued of $1,930,000 was determined using the Black Scholes
option-pricing model and has been recorded as an increase in additional paid in
capital. The net balance of the non-refundable prepaid royalties of $2,070,000
were recognized as revenue at the time the payments were received.
8. Geographic Concentration
Sales of the Company's semiconductor products by location for the three
months ended March 31, 2007 and 2006 were as follows:
Three Months Ended
March 31,
----------------------
2007 2006
---- ----
United States 18% 19%
Europe 36% 28%
Far East 35% 44%
All Others 11% 9%
------ -------
100% 100%
====== =======
9. Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) net of tax is as follows:
Foreign Currency
Translation Adjustment
Balance at January 1, 2007 $ 132
Current period change 30
--------
Balance March 31, 2007 $ 162
12
SIMTEK CORPORATION
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis in this quarterly report on Form 10-Q
is intended to provide greater details of the results of operations and
financial condition of our Company. The following discussion should be read in
conjunction with our condensed consolidated financial statements and notes
thereto and other financial data included elsewhere herein. Certain statements
under this caption constitute forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The reader should not place undue reliance on these forward looking
statements for many reasons including those risks discussed in this document. In
addition, when used in this quarterly report, the words "believes,"
"anticipates," "expects," "plans," "intends" and similar expressions are
intended to identify forward-looking statements. Forward-looking statements and
statements of expectations, plans and intent are subject to a number of risks
and uncertainties. Actual results in the future could differ materially from
those described in the forward-looking statements, as a result, among other
things, of changes in technology, customer requirements and needs. We undertake
no obligation to release publicly the results of any revisions to these
forward-looking statements that may be made to reflect any future events or
circumstances.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America, which
require us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses and the related disclosures. Our
accounting policies are discussed in Note 1 of the Notes to Consolidated
Financial Statements included in our 2006 Form 10-K filed with the Securities
and Exchange Commission on April 2, 2007. The estimates used by us are based
upon our historical experiences combined with our understanding of current facts
and circumstances. Certain of our accounting polices are considered critical as
they are both important to the portrayal of our financial condition and the
results of our operations and require significant or complex judgments on our
part. We believe that the following represent the critical accounting policies
of Simtek as described in Financial Reporting Release No. 60, Cautionary Advice
Regarding Disclosure About Critical Accounting Policies, which was issued by the
Securities and Exchange Commission: inventories; deferred income taxes;
allowance for doubtful accounts; and, allowance for sales returns.
The valuation of inventories involves complex judgments on our part. Excess
finished goods inventories are a natural component of market demand for
semiconductor devices. We continually evaluate and balance the levels of
inventories based on sales projections, current orders scheduled for future
delivery and historical product demand. While certain finished goods items will
sell out, quantities of other finished goods items will remain. These finished
goods are reserved as excess inventory. We believe we have adequate controls
with respect to the amount of finished goods inventories that are anticipated to
become excess. While we believe this process produces a fair valuation of
inventories, changes in general economic conditions of the semiconductor
industry could materially affect valuation of our inventories.
The allowance for doubtful accounts reflects a reserve that reduces
customer accounts receivable to the net amount estimated to be collectible.
Estimating the credit worthiness of customers and the recoverability of customer
accounts requires management to exercise considerable judgment. In estimating
uncollectible amounts, we consider factors such as industry specific economic
conditions, historical customer performance and anticipated customer
performance. While we believe our processes to be adequate to effectively
quantify our exposure to doubtful accounts, changes in industry or specific
customer conditions may require us to adjust our allowance for doubtful
accounts.
13
SIMTEK CORPORATION
We record an allowance for sales returns as a net adjustment to revenue and
customer accounts receivable. The allowance for sales returns consists of two
separate segments, distributor stock rotation and distributor price reductions.
When we record the allowance, the net method reduces customer accounts
receivables and gross sales. Generally, we calculate the stock rotation portion
of the allowance based upon actual reported distributor inventory levels. The
agreements we have with certain of our distributors generally allow them to
return to us a 5% percent of their inventory every 6 months, in exchange for
inventory that better meets their demands. At times, with our approval, our
distributors reduce the selling price of a specific device in order to meet
competition related to a specific end customer program, which we support through
a credit back to the distributor for that specific program. When this occurs, we
record an allowance for potential credit that our distributors will be
requesting. This allowance is based on approved pricing changes, inventory
affected and historical data. We believe that our processes are adequate to
reasonably predict and estimate the allowance for sales returns.
We record an allowance that directly relates to the warranty of our
products for one year. The allowance for warranty return reduces our gross
sales. This allowance is calculated by looking at annual revenues and historical
rates of our products returned due to warranty issues. While we believe this
process adequately predicts our allowance for warranty returns, changes in the
manufacturing or design of our product could materially affect valuation of our
warranties.
We assess the impairment of long-lived assets when events or changes in
circumstances indicate that the carrying value of the assets may not be
recoverable. Factors that we consider in deciding when to perform an impairment
review include significant under-performance of the business in relation to
expectations, significant negative industry or economic trends, and significant
changes or planned changes in our use of the assets. Recoverability of assets
that will continue to be used in our operations is measured by comparing the
carrying amount of the assets to our estimate of the related future net cash
flows. If the asset's carrying amount is not recoverable through the related
future cash flows, the asset is considered to be impaired. The impairment is
measured by the difference between the asset's carrying amount and its fair
value, based on the best information available, including market prices or
discounted cash flows.
Goodwill represents the excess of the purchase price over the fair value of
identifiable net tangible and intangible assets acquired in the acquisition of
the nvSRAM assets from ZMD. Goodwill is required to be tested for impairment. We
performed goodwill impairment testing as of March 31, 2007, and determined that
no impairment existed at that date. This assessment requires estimates of future
revenue, operating results and cash flows, as well as estimates of critical
valuation inputs such as discount rates, terminal values and similar data. We
will continue to perform periodic and annual impairment analyses of goodwill. As
a result of such impairment analyses, impairment charges may be recorded and may
have a material adverse impact on our financial position and operating results.
Additionally, we may make strategic business decisions in future periods which
impact the fair value of goodwill, which could result in significant impairment
charges. There can be no assurance that future goodwill impairments will not
occur.
We have recorded a valuation allowance for the full amount deferred tax
assets, which principally relate to future utilization of net operating losses.
Future operations may change our estimate in connection with potential
utilization of these assets.
Results of Operations:
Revenues
Total revenue for the three months ended March 31, 2007 was $7,867,000
compared to $5,778,000 for the same period in 2006. The 2006 amount includes
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SIMTEK CORPORATION
$1,035,000 of royalty revenue and no revenue has been earned in the first
quarter of 2007. Product sales for the 2007 period were $7,867,000 compared to
$4,743,000 in 2006, an increase of 66%.
The following table sets forth our net product revenues for semiconductor
devices by product markets for the three months ended March 31, 2007 and 2006
(in thousands):
Three Months Ended
------------------
March 31,
---------
2007 2006 Variance
---- ---- --------
Commercial $ 7,464 $ 3,951 $ 3,513
High-end industrial and military 403 792 $ (389)
-------- --------- --------
Total Semiconductor Revenue $ 7,867 $ 4,743 $ 3,124
======== ========= ========
Commercial revenues include revenue generated from our 0.8-micron products
built from silicon wafers received from Chartered Semiconductor or purchased as
finished units from ZMD, and from our 0.25-micron products built from silicon
wafers received from Dongbu Electronics (DBE). Commercial revenues increased by
$3,513,000 for the three months ended March 31, 2007 as compared to the three
months ended March 31, 2006. This increase was due primarily to increased
product demand for our legacy products and our 1 megabit products. In addition,
revenues were also increased as a result of increased selling prices for our
highest volume 256 kilobit devices. These increases took place in the second
half of 2006 and held firm in the first quarter of 2007.
High-end industrial and military product revenues accounted for a decrease
of approximately $389,000 for the three months ended March 31, 2007 as compared
to the same period in 2006. The decrease reflects lower demand for these
products. Customer demand for these devices is generally not predictable and
tends to be volatile from period to period.
Three distributors and one direct customer together accounted for
approximately 43% of our revenue for the quarter ended March 31, 2007. Products
sold to distributors are sold without material recourse. Distributors sell our
products to various end customers. If one of these distributors was to terminate
its relationship with us, we believe that there would not be a material impact
on our product sales, as we believe that we would be able to service these
various end customers through other distributors.
Cost of Sales and Gross Profit
We recorded cost of sales of $4,435,000 and $3,470,000 for the three months
ended March 31, 2007 and 2006, respectively. These costs reflect an approximate
17 percentage point improvement in gross margin percentage for our semiconductor
products, for the three months ended March 31, 2007 as compared to the same
period in 2006. Actual product gross margin percentages for the three months
ended March 31, 2007 and March 31, 2006 were 44% and 27% respectively. This
increase reflects the higher average selling prices described above, reduced
costs of the 1 megabit devices and higher unit shipments of 1 megabit devices.
Research and Development
Continued investments in new product development are required for us to
remain competitive in the markets we serve and to grow our revenues. In 2007,
our research and development department continued its efforts on the final
development of our new product family in conjunction with Cypress Semiconductor.
This new product family will be based on Cypress' 0.13-micron "S8" process and
will include memory densities up to and beyond 4-megabits. In April 2007, we
announced the tape out for the initial 4 megabit device.
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SIMTEK CORPORATION
Total research and development expenses were $1,613,000 for the three
months ended March 31, 2007, an increase of $68,000 as compared to $1,545,000
for the same period in 2006. The increase for the three month period was
primarily related to an increase of $355,000 in payroll related expenses and
$123,000 for additional design software and tools, principally for the
engineering staff in Dresden Germany. These increases were partially offset by a
decrease of $314,000 related to the development milestones Cypress Semiconductor
that were incurred in the 2005 period for which there was no comparable charge
in the 2007 period.
Administration
Total administration expenses were $1,109,000 for the three months ended
March 31, 2007 as compared to $699,000 for the same period in 2006. The $410,000
increase was due primarily to increases in payroll and payroll related costs of
$181,000, contract services of $37,000, expense related to employee and director
stock compensation of $123,000 and expenses related to our NASDAQ listing of
$45,000. The increase in payroll and payroll overhead costs were due to
additional headcount. The increase in contract services is due to increased
investor relations and corporate governance activities.
Sales and Marketing
Total sales and marketing expenses were $1,152,000 for the three months
ended March 31, 2007 as compared to $944,000 for the same period in 2006. The
$208,000 increase was due primarily to an increase in payroll and payroll
overhead costs of $153,000, increased expense related to employee stock
compensation of $10,000 and increased travel expenses of $20,000. The increase
in payroll and payroll overhead costs were due to changes in sales and marketing
personnel as well as higher sales incentives.
Net Loss
We recorded a net loss of $490,000 and $901,000 for the three months ended
March 31, 2007 and 2006, respectively. The decrease of $411,000 for the
three-month period reflects the higher revenue, improved gross margins and
expense items discussed above.
Liquidity and Capital Resources
As of March 31, 2007, we had a net working capital of $12,151,000 as
compared to a net working capital of $11,828,000 as of December 31, 2006.
Cash flows used in operating activities for the three months ended March
31, 2007 were $1,574,000 compared to $1,580,000 in the same period in 2006.
While the cash flows used in operating activities is similar for the two
periods, the details are significantly different. The following table shows the
components of each item in operating activities (amounts in thousands):
2007 2006
---- ----
Net loss $ (490) $ (901)
Depreciation and amortization 176 115
Expense related to stock compensation 279 119
Amortization of non-competition agreement 446 451
Net change in allowance accounts 392 353
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable 322 (1,387)
Inventory (1,635) (943)
Prepaid expenses and other (155) 567
Increase (decrease) in:
Accounts payable 170 224
Accrued expenses (1,079) (178)
--------- ---------
Net cash used in operating activities $ (1,574) $ (1,580)
======== =========
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SIMTEK CORPORATION
Excluding the effect of changes in assets and liabilities, cash generated
by operating activities was $802,000 in the 2007 period compared to $137,000 in
the 2006 period, which was used to support the increased working capital,
particularly the increase in inventory. The higher level of inventory is needed
to support our anticipated revenue growth. The decrease in accounts receivable
in the 2007 period is due to the seasonal difference in sales volume in the
first quarter of 2007 compared to the fourth quarter of 2006. The increase in
accounts receivable in the first quarter of 2006 of $1,387,000 was due to
increasing sales volume as well as the addition of sales related to the nvSRAM
business acquired from ZMD in December 2005.
Cash flows used in investing activities increased for the three months
ended March 31, 2007 by approximately $130,000 as compared to the same period in
2006, principally due to the purchase of a new ERP software system.
The decrease of $2,601,000 in cash flows provided by financing activities
was primarily due to the receipt of funds related to the sale of common stock
completed on December 30, 2005, for which some funds were received on January 3,
2006 and the value of the warrants issued to Cypress for the Development and
License Agreement in the 2006 period, for which there were no comparable items
in 2007.
Short-term liquidity.
Our unrestricted cash balance at March 31, 2007 was $2,876,000.
Our future liquidity will depend on continued revenue growth, continued
improvement in gross margins and control of operating expenses. We expect
revenues to continue to increase in 2007. In addition, gross margins are
expected to improve and we expect to be profitable for 2007. Investment in
research and development is also expected to increase in 2007. We believe that
the cash generated by operations plus the available credit under our current
credit facilities will be sufficient to fund our operations for the foreseeable
future. However, if we fail to meet our revenue targets or choose to accelerate
product development, it may be necessary for us to raise additional capital or
incur additional debt.
Long-term liquidity.
We continue to evaluate our long-term liquidity. Our growth plans may
require additional funding from outside sources. While we have no firm plans, we
are in ongoing discussions with investment banking organizations and potential
investors and lenders to ensure access to funds as required.
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SIMTEK CORPORATION
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of loss that may impact our financial
position, results of operations or cash flows due to adverse changes in
financial and commodity market prices and rates. We are exposed to market risk
in the areas of changes in United States interest rates and changes in foreign
currency exchange rates as measured against the United States dollar. These
exposures are directly related to our normal operating activities. We currently
have no derivative financial instruments.
Interest payable on our convertible debentures is fixed at 7.5% over the
term of the debentures. As such, changes in interest rates should not affect
future expenses or cash flows.
Interest payable on our revolving line of credit entered into with Wells
Fargo is a fixed amount of the face value of eligible receivables they purchase
from us. As such, changes in interest rates should not affect future expenses or
cash flows.
We manage interest income by investing our excess cash in cash equivalents
bearing variable interest rates, which are tied to various market indices. We do
not believe that near-term changes in interest rates will result in a material
effect on future earnings, fair values or cash flows.
We do not speculate in the foreign exchange market and do not manage
exposures that arise in the normal course of business related to fluctuations in
foreign currency exchange rates by entering into offsetting positions through
the use of foreign exchange forward contracts.
Average selling prices of our products have not increased significantly as
a result of inflation during the past several years, primarily due to intense
competition within the semiconductor industry. The effect of inflation on our
costs of production has been minimized through improvements in production
efficiencies. We anticipate that these factors will continue to minimize the
effects of any foreseeable inflation and other price pressures within the
industry and markets in which we participate.
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SIMTEK CORPORATION
ITEM 4 CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
Harold Blomquist, who serves as the Company's chief executive officer, and Brian
Alleman, who serves as the Company's chief financial officer, after evaluating
the effectiveness of the Company's disclosure controls and procedures as of the
end of the period covered by this quarterly report (the "Evaluation Date")
concluded that as of the Evaluation Date, the Company's disclosure controls and
procedures were effective to ensure that information required to be disclosed by
the Company in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported as specified in the SEC's rules and
forms and to ensure that information required to be disclosed by the Company in
reports that it files or submits under the Exchange Act is accumulated and
communicated to our management to allow timely decisions regarding required
disclosure.
(b) Changes in internal control over financial reporting.
There were no changes in the Company's internal control over financial reporting
during the three months ended March 31, 2007, that have materially affected, or
are reasonably likely to materially affect, internal control over financial
reporting.
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SIMTEK CORPORATION
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 1A. Risk Factors - None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds - None
Item 3. Defaults upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 of Principal Executive Officer
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 of Principal Financial Officer
32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 of Principal Executive Officer
32.2 Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 of Principal Financial Officer
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SIMTEK CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SIMTEK CORPORATION
(Registrant)
May 15, 2007 By: /s/Harold Blomquist
-------------------------------------
HAROLD BLOMQUIST
Chief Executive Officer and President
May 15, 2007 By: /s/Brian Alleman
-------------------------------------
BRIAN ALLEMAN
Chief Financial Officer
21