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 September 30, 2006
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 an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
--- ---
The total number of shares of Common Stock issued and outstanding as of
November 8, 2006 was 8,120,606.
SIMTEK CORPORATION
INDEX
For the Quarter Ended September 30, 2006
PART 1. FINANCIAL INFORMATION
ITEM 1 Page
----
Condensed Consolidated Balance Sheets as of September 30,
2006 and December 31, 2005 3
Condensed Consolidated Statements of Operations for the
three months and nine months ended September 30, 2006 and 2005 4
Condensed Consolidated Statements of Cash Flows for the nine
months ended September 30, 2006 and 2005 5
Notes to Condensed Consolidated Financial Statements 6-14
ITEM 2
Management's Discussion and Analysis of Financial Condition
and Results of Operations 15
ITEM 3
Quantitative and Qualitative Disclosures about Market Risk 23
ITEM 4
Controls and Procedures 24
PART 2. OTHER INFORMATION
ITEM 1 Legal Proceedings 25
ITEM 1A Risk Factors 25
ITEM 2 Unregistered Sales of Equity Securities and
Use of Proceeds 28
ITEM 3 Defaults Upon Senior Securities 28
ITEM 4 Submission of Matters to a Vote of Security Holders 28
ITEM 5 Other Information 28
ITEM 6 Exhibits 28
SIGNATURES 29
2
SIMTEK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except par value and share amounts)
ASSETS
------
September 30, 2006 December 31, 2005
------------------ -----------------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 3,653 $ 1,766
Restricted investments 1,775 2,281
Accounts receivable - trade, net 5,051 1,456
Inventory, net 5,394 2,068
Prepaid expenses and other current assets 401 99
Deposits - 600
------------- ------------
Total current assets 16,274 8,270
EQUIPMENT AND FURNITURE, net 1,128 571
DEFERRED FINANCING COSTS AND DEBT ISSUANCE COSTS 127 111
GOODWILL 992 876
NON-COMPETITION AGREEMENT 7,571 8,910
OTHER ASSETS 41 20
------------- ------------
TOTAL ASSETS $ 26,133 $ 18,758
============= ============
LIABILITES AND SHAREHOLDERS' EQUITY
-----------------------------------
CURRENT LIABILITIES:
Accounts payable $ 3,287 $ 2,822
Accrued expenses 1,237 1,419
Accrued vacation payable 200 145
Accrued wages 230 40
Obligation under capital leases - 13
Line of credit 917 -
Debentures, current 480 240
------------- ------------
Total current liabilities 6,351 4,679
DEBENTURES, NET OF CURRENT 2,220 2,760
------------- ------------
Total liabilities 8,571 7,439
Temporary equity, 8,028,170 shares of common stock,
$0.0001 par value, subject to penalties under
registration rights agreements, net of financing
costs of $708 14,847 8,459
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, $.0001 par value; 200,000 shares authorized,
none issued - -
Common stock, $.0001 par value; 30,000,000 shares authorized,
8,005,903 and 8,006,903 shares issued and outstanding
at September 30, 2006 and 7,817,082 and 7,818,082 shares
issued and outstanding at December 31, 2005, excluding
temporary equity 1 1
Additional paid-in capital 51,430 49,051
Treasury stock, at cost; 1,000 shares (1) (1)
Accumulated deficit (48,795) (46,191)
Accumulated other comprehensive income:
Cumulative translation adjustment 80 -
------------- ------------
Total shareholders' equity 2,715 2,860
------------- ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 26,133 $ 18,758
============= ============
The accompanying notes are an integral part of these financial statements.
3
SIMTEK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Amounts in thousands, except share and per share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------------- --------------------------------
2006 2005 2006 2005
------------ ------------ ------------ ------------
REVENUE:
Product sales, net $ 8,251 $ 2,412 $ 19,436 $ 7,591
Royalty revenue -- -- 1,518 --
------------ ------------ ------------ ------------
Total revenue 8,251 2,412 20,954 7,591
Cost of sales 4,979 1,807 13,016 5,490
------------ ------------ ------------ ------------
GROSS PROFIT 3,272 605 7,938 2,101
OPERATING EXPENSES:
Research and development costs 1,351 1,572 4,578 4,697
Sales and marketing 1,250 321 3,233 1,164
General and administrative 838 412 2,595 1,759
------------ ------------ ------------ ------------
Total operating expenses 3,439 2,305 10,406 7,620
------------ ------------ ------------ ------------
LOSS FROM CONTINUING OPERATIONS (167) (1,700) (2,468) (5,519)
OTHER INCOME (EXPENSE):
Interest income 36 45 112 56
Interest expense (113) (63) (247) (177)
Exchange rate variance (7) -- (4) --
Other income (expense) 2 -- 2 (1)
------------ ------------ ------------ ------------
Total other expense (82) (18) (137) (122)
------------ ------------ ------------ ------------
LOSS FROM CONTINUING OPERATIONS
BEFORE PROVISION FOR INCOME TAXES (249) (1,718) (2,605) (5,641)
Provision for income taxes -- -- -- --
------------ ------------ ------------ ------------
LOSS FROM CONTINUING OPERATIONS (249) (1,718) (2,605) (5,641)
INCOME FROM DISCONTINUED OPERATIONS
(including gain on disposal of $1,689) -- 1,701 -- 1,706
------------ ------------ ------------ ------------
NET LOSS $ (249) $ (17) $ (2,605) $ (3,935)
============ ============ ============ ============
NET LOSS PER COMMON SHARE:
Basic and diluted
Loss from continuing operations $ (.02) $ (.24) $ (.18) $ (.84)
Income (Loss) from discontinued
operations (.00) .24 (.00) .25
------------ ------------ ------------ ------------
Total $ (.02) $ (.00) $ (.18) $ (.59)
============ ============ ============ ============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING:
Basic and diluted 14,966,916 7,073,599 14,791,191 6,713,113
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
4
SIMTEK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(Amounts in thousands)
Nine Months Ended September 30,
-------------------------------
2006 2005
---------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(2,605) $(3,935)
Income from discontinued operations -- (17)
Adjustments to reconcile net loss to net cash used in operating
Activities:
Depreciation and amortization 361 326
Expense related to stock options 417 --
Issuance of common stock per compensation
agreements 53 139
Expense related to issuance of warrants -- 5
Gain from discontinued operations -- (1,689)
Amortization of non-competition agreement 1,339 --
Net change in allowance accounts 577 64
Deferred financing fees 37 12
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable (3,687) 1,447
Inventory (3,799) 575
Prepaid expenses and other 282 (163)
Increase (decrease) in:
Accounts payable 461 (366)
Accrued expenses 996 663
------- -------
Net cash used in operating activities of continuing operations (5,568) (2,939)
Net cash provided by operating activities of discontinued operations -- 104
------- -------
Net cash used in operating activities (5,568) (2,835)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment and furniture, net (914) (207)
Proceeds from discontinued operations, net -- 1,867
Purchase of certain assets from ZMD (116) --
------- -------
Net cash provided by (used in) investing activities of
continuing operations (1,030) 1,660
Net cash used in investing activities of discontinued operations -- (36)
------- -------
Net cash provided by (used in) investing activities (1,030) 1,624
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on capital lease obligation (13) (37)
Receipts from restricted cash 200 --
Funds received from December 2005 equity financing, net 1,874 --
Warrants issued for license rights 1,478 --
Equity financing, net -- 3,944
Transfer to restricted investment -- (3,200)
Proceeds from sale of common stock -- 108
Payments from restricted investment 306 355
Funds received from September 2006 equity financing, net 4,515 --
Exercise of stock options 78 197
------- -------
Net cash provided by financing activities 8,438 1,367
------- -------
Effect of exchange rate changes on cash 47 --
------- -------
NET CHANGE IN CASH AND CASH EQUIVALENTS 1,887 156
CASH AND CASH EQUIVALENTS, beginning of period 1,766 2,147
------- -------
CASH AND CASH EQUIVALENTS, end of period $ 3,653 $ 2,303
======= =======
Cash Paid for interest $ 222 $ 172
======= =======
Warrants issued for debt issuance cost $ 53 $ --
======= =======
Conversion of debentures $ 300 $ --
======= =======
The accompanying notes are an integral part of these 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 and Annual Report and Form 10-K/A for Simtek Corporation ("Simtek" or the
"Company") filed on April 7, 2006 and April 28, 2006, respectively for fiscal
year 2005.
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.
On October 5, 2006, Simtek completed a 1 for 10 reverse stock split. All
share and per share amounts have been restated to reflect the effect of the
reverse stock split as if it had occurred as of the balance sheet date or as of
the beginning of each fiscal period presented. In addition, on October 5, 2006,
Simtek converted from a Colorado corporation to a Delaware corporation. This
reincorporation had no effect on the consolidated financial statements.
Stock-Based Compensation
------------------------
Effective January 1, 2006, the Company adopted the fair value recognition
provisions of Statement of Financial Accounting Standard 123(R) "Share-Based
Payment" ("SFAS 123(R)") using the modified prospective transition method. In
addition, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 107 "Share-Based Payment" ("SAB 107") in March, 2005, which
provides supplemental SFAS 123(R) application guidance based on the views of the
SEC. Under the modified prospective transition method, compensation cost
recognized in the three and nine month periods ending September 30, 2006
includes: (a) compensation cost for all share-based payments granted prior to,
but not yet vested as of January 1, 2006, based on the grant date fair value
estimated in accordance with the original provisions of SFAS No. 123, and (b)
compensation cost for all share-based payments granted beginning January 1,
2006, based on the grant date fair value estimated in accordance with the
provisions of SFAS 123(R). In accordance with the modified prospective
transition method, results for prior periods have not been restated.
The adoption of SFAS 123(R) resulted in stock compensation expense for the
three months and nine months ended September 30, 2006 of $139,000 and $417,000,
respectively to loss from continuing operations and loss before income taxes.
The Company did not recognize a tax benefit from the stock compensation expense
because the Company considers it is more likely than not that the related
deferred tax assets, which have been reduced by a full valuation allowance, will
not be realized. The following table summarizes the effects of the share-based
compensation resulting from the application of SFAS No. 123(R) to options
granted under the Company's stock option plan.
6
SIMTEK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three Months Nine Months
Ended Ended
September 30, 2006 September 30, 2006
------------------ ------------------
(In thousands except per share amounts)
Research and development $ 43 $ 129
Sales and marketing 20 60
General and administrative 76 228
--------- ---------
Share-based compensation effect on loss from continuing
operations before provision for income taxes $ 139 $ 417
Provision for income taxes - -
--------- ----------
Net share-based compensation effects on net loss $ 139 $ 417
========= =========
Share-based compensation effects on basic and diluted loss
per common share $ .01 $ .03
========= ==========
Share-based compensation effects on cash flow from
operations $ 139 $ 417
========= =========
The Black-Scholes option-pricing model was used to estimate the option fair
values. The option-pricing model requires a number of assumptions, of which the
most significant are expected stock price volatility and the expected option
term (the amount of time from the grant date until the options are exercised or
expire). Expected volatility was calculated based upon actual historical stock
price movements over the most recent periods ending September 30, 2006 equal to
the expected option term. In accordance with SFAS No. 123(R), the Company
adjusts share-based compensation on a quarterly basis for changes to the
estimate of expected forfeitures based on actual forfeiture experience. The
effect of adjusting the forfeiture rate for all expense amortization after
January 1, 2006 is recognized in the period the forfeiture estimate is changed.
The effect of forfeiture adjustments in the three and nine months ended
September 30, 2006 was insignificant. The expected option term was calculated
using the "simplified" method permitted by SAB 107.
SFAS 123(R) requires tax benefits resulting from tax deductions in excess
of the compensation cost recognized for those options ("excess tax benefits") to
be classified and reported as both an operating cash outflow and a financing
cash inflow upon adoption of SFAS 123(R). As discussed in Note 7 - Taxes from
the Company's report on Form 10-K for the period ending December 31, 2005, as a
result of the Company's net operating losses, the excess tax benefits that would
otherwise be available to reduce income taxes payable have the effect of
increasing the Company's net operating loss carry forwards. Accordingly, because
the Company is not able to realize these excess tax benefits, such benefits have
not been recognized in the condensed statement of cash flow for the nine months
ended September 30, 2006.
Pro-Forma Stock Compensation Expense for the three and nine months Ended
September 30, 2005
Prior to January 1, 2006, as permitted under the SFAS No. 123, Accounting
for Stock-Based Compensation, the Company accounted for its stock-based
compensation in accordance with the provisions of Accounting Principles Board
(APB) Opinion No. 25, Accounting for Stock Issued to Employees. As such,
compensation expense was recorded on the date of grant if the current market
price of the underlying stock exceeded the exercise price. Certain pro forma net
loss and EPS disclosures for employee stock option grants are included below as
if the fair value method as defined in SFAS No. 123 had been applied.
Transactions in equity instruments with non-employees for goods or services are
accounted for by the fair value method. Had compensation cost been determined
based on the fair value at the grant dates for awards under employee stock based
compensation plans consistent with the fair value method for the three and nine
months ending September 30, 2005, the Company's net loss and net loss per share
would have been increased to the pro forma amounts indicated below.
7
SIMTEK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three Months Nine Months
Ended September 30, Ended September 30,
------------------- -------------------
2005 2005
---- ----
(In thousands except per share amounts)
Net loss as reported $ (17) $ (3,935)
Add: Stock based compensation included in reported
Net loss - -
Deduct: Fair value of stock based compensation (363) (1,091)
------------ ------------
Proforma net loss $ (380) $ (5,026)
============ ============
Net loss as reported - basic and diluted $ (.00) $ (.06)
Proforma net loss - basic and diluted $ (.01) $ (.07)
In accordance with the modified prospective transition method of SFAS
123(R), the prior comparative quarterly results have not been restated.
Stock Options as of the three and nine month periods ended September 30, 2006
The Company adopted a Non-Qualified Stock Option Plan in 1994, as amended,
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 provides 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 are 10 years and options granted
to employees expire three months after the termination of employment. In 2004,
the Non-Qualified Stock Option Plan was extended for 10 more years.
The following table summarizes stock options outstanding and changes during
the nine months ended September 30, 2006:
Outstanding Options
---------------------------------------------------------------
Weighted
Average
Remaining
Weghted Contractual Aggregate
Average Term Intrinsic
Number of Shares Exercise Price (in years) Value(1)
---------------- -------------- ------------ ----------
Options outstanding at January 1, 2006................... 796,937 $6.20
Granted................................................ 428,585 3.46
Exercised.............................................. (40,583) (1.89) $ 68
Cancelled or forfeited................................. (31,678) (9.46)
--------- -----
Options outstanding at September 30, 2006................ 1,153,261 $5.21 4.068
========= ===== ===== ====
Options exercisable at September 30, 2006................ 568,095 $6.34 4.068 $ 68
========= ===== ===== ====
----------------
(1) Represents the difference between the exercise price and the value of
Simtek stock at the time of exercise.
8
SIMTEK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Stock options outstanding and currently exercisable at September 30, 2006 are as
follows:
Outstanding Exercisable
------------------------------------------------------------------ ------------------------------
Weighted Average
------------------------------------------------
Remaining Weighted Weighted
Number Contractual Life Average Number Average
Exercise Price Outstanding in Months Exercise Price Exercsisable Exercise Price
-------------- ----------- ---------------- -------------- ------------ --------------
$1.40-$3.50 369,426 48 $ 2.94 110,197 $ 2.41
$3.65-$6.00 456,189 58 $ 4.48 191,147 $ 4.48
$6.20-$9.00 222,912 54 $ 6.57 162,017 $ 6.56
$11.25-$15.00 82,234 28 $ 12.37 82,234 $ 12.37
$15.30-$19.00 22,500 55 $ 17.77 22,500 $ 17.77
--------- -------
1,153,261 568,095
========= =======
Total estimated unrecognized compensation cost from unvested stock options
as of September 30, 2006 was approximately $1.5 million, which is expected to be
recognized over the next four years.
The weighted average per share fair value of stock options granted during
the three months ending September 30, 2006 and 2005 were $3.00 and $2.30,
respectively. The weighted average per share fair value stock options granted
during the nine months ending September 30, 2006 and 2005 were $2.30 and $3.70,
respectively. The fair value was estimated as of the grant date using the
Black-Scholes option pricing model with the following assumptions:
Three Months Ended Nine Months Ended
September 30, September 30,
2006 2005 2006 2005
--------------------- -------------------
Volatility 79.38% 85.28% 80.22% 84.32%
Expected option term 5 years 4 years 4.80 years 4 years
Risk-free interest rate 5.33% 4.00% 5.02% 3.75%
Expected dividend yield 0% 0% 0% 0%
Modifications of Stock Options Granted
In May 2005, the Company accelerated vesting of certain unvested and
out-of-the-money stock options previously awarded to employees and officers.
Because the price of the Company's common stock was $5.70 on the day of
acceleration, the options, which are exercisable at $6.20 and above, had no
economic value on the date of acceleration. As a result of the acceleration,
options to purchase approximately 170,000 shares of Simtek common stock are now
exercisable. Options held by non-employee directors were excluded from the
vesting acceleration.
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
9
SIMTEK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
non-competition agreement is being amortized on a straight-line basis over its
five-year life. The Company recorded an expense for the amortization of
approximately $1,339,000 to sales and marketing for the nine months ended
September 30, 2006.
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 September 30, 2006 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 subsidiary 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 September 30, 2006, the Company
recorded approximately $80,000 in comprehensive income.
2. Liquidity
During the three and nine months ended September 30, 2006 and the twelve
months ended December 31, 2005, the Company incurred net losses from continuing
operations of approximately $249,000, $2,605,000 and $7,490,000, respectively
and has an accumulated deficit of $48,795,000 as of September 30, 2006. The
Company was also not in compliance with its debentures throughout 2005 and the
first nine months of 2006, but was successful in obtaining waivers through
October 1, 2007 from the debenture holders. The Company has working capital of
approximately $9,923,000 as of September 30, 2006.
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.
On September 21, 2006, the Company raised gross proceeds of $4,555,000 in a
private placement. The Company issued 1,153,171 shares of our common stock at a
per share price of $3.95 and 172,981 warrants to purchase common stock. The
warrants have a per share exercise price of $5.40 and a five-year term. The
Company anticipates using the proceeds for general working capital and to
produce silicon wafers to support revenue growth. The shares have been included
in the Consolidated Balance Sheet as Temporary Equity, because of the potential
penalties associated with the Registration Rights Agreement.
3. Recent Accounting Pronouncements
In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes ("FIN 48"). The interpretation clarifies the
accounting for uncertainty in income taxes recognized in a company's financial
statements in accordance with Statement of Financial Accounting Standards No.
109, Accounting for Income Taxes. Specifically, the pronouncement prescribes a
recognition threshold and a measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. The interpretation also provides guidance on the related
derecognition, classification, interest and penalties, accounting for interim
periods, disclosure and transition of uncertain tax positions. The
interpretation is effective for fiscal years beginning after December 15, 2006.
The adoption of FIN 48 is expected to have an immaterial impact on the Company's
consolidated financial position, results of operations or cash flows.
In September 2006, the FASB issued Statement of Financial Accounting
Standards No. 157, "Fair Value Measurements" ("FAS 157"). This Statement defines
fair value as used in numerous accounting pronouncements, establishes a
10
SIMTEK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
framework for measuring fair value in generally accepted accounting principles
and expands disclosure related to the use of fair value measures in financial
statements. The Statement is to be effective for the Company's financial
statements issued in 2008; however, earlier application is encouraged. The
Company is currently evaluating the timing of adoption and the impact that
adoption might have on its financial position or results of operations.
In September 2006, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 108 ("SAB 108"). Due to diversity in practice
among registrants, SAB 108 expresses SEC staff views regarding the process by
which misstatements in financial statements are evaluated for purposes of
determining whether financial statement restatement is necessary. SAB 108 is
effective for fiscal years ending after November 15, 2006, and early application
is encouraged. The Company does not believe SAB 108 will have a material impact
on its financial position or results from operations.
In February 2006, the FASB issued SFAS No. 155, Accounting for Certain
Hybrid Financial Instruments ("SFAS 155"), which amends SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities and SFAS No. 140, Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities. SFAS 155 simplifies the accounting for certain derivatives embedded
in other financial instruments by allowing them to be accounted for as a whole
if the holder elects to account for the whole instrument on a fair value basis.
The statement also clarifies and amends certain other provisions of SFAS No. 133
and SFAS No. 140. SFAS 155 is effective for all financial instruments acquired,
issued, or subject to a remeasurement event occurring in fiscal years beginning
after September 15, 2006. We do not expect the adoption of SFAS 155 to have an
impact on our results of operations or financial condition.
4. 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, 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 price. 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.
5. Inventories
The Company records inventory using the lower of cost (first-in, first-out)
or market. Inventory at September 30, 2006 and December 31, 2005 included:
11
SIMTEK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2006 December 31, 2005
(In thousands)
Raw Materials $ 51 $ 33
Work in progress 4,011 1,096
Finished Goods 1,932 1,056
--------- ---------
5,994 2,185
Less reserves for excess inventory (600) (117)
--------- ----------
$ 5,394 $ 2,068
========= =========
6. 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 up to $3.6 million of eligible accounts
receivable to Wells Fargo. Advances are limited to 80% of the eligible
receivables. 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 September 30,
2006, the Company had financed receivables with Wells Fargo for approximately
$917,000.
7. Convertible Debentures
On July 1, 2002, the Company received funding of $3,000,000 in a financing
transaction with Renaissance Capital Growth & 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. At March 31, 2006, the
Company was not in compliance with two of the covenants set forth in the loan
agreement. In order to obtain a waiver for the covenants, the Company issued the
debenture holders a total of 5,000 warrants for receipt of the waiver. Through
September 30, 2006, the Company was not in compliance with two of the covenants
set forth in the loan agreement. These covenants relate to the interest coverage
ratio and debt to equity ratio. On November 10, 2006, the Company received a
waiver for the two covenants through October 1, 2007. However, significant
variances in future actual operations from the Company's current estimates could
result in the reclassification of this note to current liabilities. 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.
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. The original terms of the debentures
required the Company to make monthly principal payments of $10 per $1,000 of the
then remaining principal amount, beginning on June 28, 2005. The Company will
12
SIMTEK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
still be required to make interest payments. Under the terms of the waiver,
monthly principal payments of $13.33 per $1,000 of the then remaining
outstanding principal amount were to commence on July 1, 2006. The final
maturity date remains as June 28, 2009. As consideration for the extension, the
Company has issued to the debenture holders warrants to purchase 20,000 shares
of Simtek common stock at $5.00 per share, a premium to the market price on the
date of the waiver. The Company estimated the value of the warrants at the time
of grant, using the Black Scholes option-pricing model, to be approximately
$62,000. The Company recognized $12,000 as additional interest expense for the
nine months ending September 30, 2006. On July 24, 2006, each of the debenture
holders converted $100,000 of the amount due into 45,455 shares of the Company's
common stock in lieu of the Company making the principal payment it was required
to make on July 1, 2006.
8. 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
license certain intellectual property from the Company to develop and
manufacture standard, custom and embedded nvSRAM products and Cypress has 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 and $1 million was paid on
June 30, 2006 and $1 million will be paid on December 31, 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 will be issued upon receipt of each of the prepaid royalty amounts.
As of September 30, 2006, the Company had received $3,000,000 from Cypress in
pre-paid royalties, in exchange for which the Company has issued warrants to
purchase 1.5 million shares of common stock. The value of the warrants issued of
$1,482,000 was determined by an independent valuation firm and has been recorded
as an increase in additional paid in capital. The net balance of the
non-refundable prepaid royalties of $1,035,000 for the March 31, 2006 payment
and $483,000 for the June 30, 2006 payment were recognized as revenue at the
time the payments were received.
9. Geographic Concentration
Sales of the Company's semiconductor products by location for the three
month and nine month periods ended September 30, 2006 and 2005 were as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
2006 2005 2006 2005
---- ---- ---- ----
United States 29% 29% 23% 27%
Europe 23% 20% 27% 19%
Far East 41% 43% 42% 44%
All Others 7% 8% 8% 10%
----- ----- ----- -----
100% 100% 100% 100%
===== ===== ===== =====
13
SIMTEK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
10. Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) net of tax is as follows:
Foreign Currency
Translation Adjustment
Balance at January 1, 2006 $ -
Current period change 80
---------
Balance September 30, 2006 $ 80
=========
11. Discontinued Operation
On August 30, 2005, the Company, along with the Company's wholly-owned
subsidiary, Q-DOT, Inc. ("Q-DOT"), entered into an Asset Purchase Agreement with
Hittite Microwave Corporation ("Hittite") and a wholly-owned subsidiary of
Hittite, HMC Acquisition Corporation ("HMC Acquisition"), whereby substantially
all of the assets of Q-DOT were sold to HMC Acquisition in exchange for a cash
payment of approximately $2.2 million. The Company realized a net gain of
approximately $1,689,000. In addition, Hittite assumed certain future
obligations of Q-DOT, including obligations related to Q-DOT's real estate lease
and certain software license agreements. Incident to the Asset Purchase
Agreement, the parties also entered an Escrow Agreement, whereby $200,000 of the
purchase price was placed in escrow for one year to secure certain
indemnification obligations of Simtek and Q-DOT. In addition, the parties
entered into a Confidentiality, Non-Disclosure and Restrictive Covenant
Agreement, whereby, among other things, Simtek and Q-DOT agreed not to compete
against Hittite and HMC Acquisition for a period of four years with respect to
certain businesses relating to Q-DOT's operations. On September 1, 2006, the
Company received the $200,000 that was placed in the escrow account.
In accordance with SFAS No. 144, the consolidated financial statements of
the Company have been recast to present this business as a discontinued
operation. Accordingly, the revenues, the costs and expenses and assets and
liabilities of the discontinued operation have been excluded from the respective
captions in the accompanying Consolidated Statements of Operations and
Consolidated Balance Sheets. In addition, certain of the Notes to the
Consolidated Financial Statements have been recast for all periods to reflect
the discontinuance of this operation.
14
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 2005 Form 10-K. 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.
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 our customers and, in the case of new
customers, we are reasonably assured that collectibility on our shipments will
occur.
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 our technology license partners to direct customers and
collectibility is reasonable assured.
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.
15
SIMTEK CORPORATION
We record an allowance for sales returns as a net adjustment to 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 contracts we have
with certain of our distributors generally allow them to return to us 5% percent
of their inventory every 6 months, in exchange for inventory that better meets
their demands. At times, 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
to adequately predict our allowance for sales returns are effective in
quantifying our exposures due to industry or specific customer conditions.
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.
The valuation of inventories involves complex judgments on our part. Excess
finished goods inventories are a natural component of market demand of
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.
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
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.
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 on deferred tax assets. Future
operations may change our estimate in connection with potential utilization of
these assets.
16
SIMTEK CORPORATION
Overview
Total revenue for the three and nine months ended September 30, 2006 was
$8.3 million and $21.0 million, respectively, including $1.5 million of royalty
revenue for the nine months ended September 30, 2006. Total unit shipments of
our semiconductor memory products increased in both the three and nine month
periods compared to the 2005 periods. Our net product revenue was $8,251,000 and
$19,436,000 for the three and nine months ended September 30, 2006,
respectively, up from $2,412,000 and $7,591,000 for the comparable periods of
2005, an approximate 242% and 156% increase, respectively. This increase was due
primarily to increased product demand and the addition of revenue from customers
previously serviced by ZMD prior to the acquisition of the nvSRAM product line
from ZMD in December 2005.
Increased operating expenses had an impact on our profitability for the
three and nine months ended September 30, 2006 compared to the three and nine
months ended September 30, 2005. The increase in operating expenses includes
non-cash charges of $446,000 and $1,339,000 for amortization of the non-compete
agreement with ZMD and $139,000 and $417,000 for expenses related to employee
stock options, for the three and nine months ended September 30, 2006,
respectively. Operating expenses also included first-time operating expenses of
$580,000 and $1,074,000 for our European subsidiary, Simtek GmbH, for the three
and nine months ended September 30, 2006, respectively.
Simtek reported a net loss for the three months ended September 30, 2006 of
$249,000. However, excluding the amortization of the non-compete agreement with
ZMD of $446,000 and expense related to stock options of $139,000, Simtek
achieved a net profit of $317,000 for the quarter. This non-GAAP measure of
financial performance is important because it highlights the progress Simtek has
made in improving its operating results. The non-GAAP results are also directly
comparable to the third quarter of 2005 in which Simtek posted a loss from
continuing operations of $1,718,000.
Results of Operations:
Revenues
The following table sets forth our net revenues for semiconductor devices
by product markets for the three and nine months ended September 30, 2006 and
2005 (in thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------ ------------------------------
2006 2005 Variance 2006 2005 Variance
---- ---- -------- ---- ---- --------
Commercial $ 7,754 $ 2,171 $ 5,583 $17,736 $ 6,387 $11,349
High-end industrial and
military 497 241 $ 256 $ 1,700 $ 1,204 $ 496
------- -------- ------- ------- ------- -------
Total Semiconductor
Revenue $ 8,251 $ 2,412 $ 5,839 $19,436 $ 7,591 $11,845
======= ======== ======= ======= ======= =======
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
$5,583,000 and $11,349,000 for the three and nine months ended September 30,
2006 as compared to the three and nine months ended September 30, 2005. As
stated previously, this increase was due primarily to increased unit demand and
the addition of revenue from customers previously serviced by ZMD prior to the
acquisition of the nvSRAM product line from ZMD in December 2005.
17
SIMTEK CORPORATION
High-end industrial and military product revenues accounted for an
increase of approximately $256,000 and $496,000 for the three and nine months
ended September 30, 2006 as compared to the same period in 2005. The increase
was due to the addition of new customer demand for our products and increased
pricing to certain of our customers for industrial and military products.
The following table sets forth the unit volumes for each period in thousands of
units:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------ ------------------------------
2006 2005 Variance 2006 2005 Variance
---- ---- -------- ---- ---- --------
0.8 micron 256K devices 1,551 407 1,144 4,076 1,153 2,923
0.25 micron devices 178 37 141 269 73 196
Other devices 469 166 303 1,187 571 616
----- ---- ----- ----- ----- -----
Total Units 2,198 610 1,588 5,532 1,797 3,735
===== ==== ===== ===== ===== =====
One distributor and two direct customers accounted for approximately 36%
and 28% of our revenue for the three and nine months ended September 30, 2006,
respectively. Products sold to distributors are sold without material recourse.
Distributors sell our products to various end customers. If this distributor 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 $4,979,000 and $13,016,000 for the three and
nine months ended September 30, 2006, respectively as compared to $1,807,000 and
$5,490,000 for the comparable periods in 2005. The resulting product gross
margin percentages for the three and nine months ended September 30, 2006 were
40% and 33%, respectively and 25% and 28% for the three and nine months ended
September 30, 2005, respectively. The overall improvement in gross margin
percentages is due to: (i) increased volume; (ii) higher overall average selling
prices; and (iii) continued cost reductions in the 1 megabit device. We expect
to see gross margins increase in the next several quarters, as average selling
prices continue to increase, unit costs for all 0.25 micron devices continues to
be reduced, and the benefits of moving final test operations offshore to more
cost effective locations.
Research and Development
In order to maintain our growth, we must continue to invest in new product
development and to increase the percentage of the overall nvRAM market that our
products serve. In July 2006, we completed full qualification of the 1 megabit
device with real time clock and the 0.25 micron 256 kilobit device both with and
without the real time clock feature. Thus all of our 0.25 micron based products
are fully qualified. We anticipate that we will continue to invest in the next
several months in continued cost reductions, yield enhancements, and back end
test efficiencies.
In May 2005, we began joint development of our next generation nvSRAM
product family, in conjunction with Cypress, pursuant to the terms of the May 5,
2005 development agreement. This new product family will be based on Cypress'
0.13-micron "S8" process and we expect it will include memory densities up to
and beyond 4-megabits. In the first half of 2006 we achieved our third major
18
SIMTEK CORPORATION
milestone under the development agreement, as scheduled. For the three and nine
months ended September 30, 2006, we recognized expenses related to the Cypress
development of $0 and $642,000, respectively. In 2005, the expense was $564,000
and $612,000 for the three and nine month periods, respectively.
As part of our strategic product development activities, on March 24, 2006,
Simtek entered into a License and Development Agreement with Cypress which
expands the agreement the two companies signed in May 2005. Under the terms of
the new agreement:
o Cypress will retain the right to include nvSRAM functionality on
future programmable system-on-chip (PSoC(TM)) and customized
integrated circuits originally granted in the May 2005 agreement, now
with clearly defined royalty payments to Simtek for the use of its
SONOS-based nvSRAM intellectual property;
o Simtek is granted the right to use certain intellectual property of
Cypress in developing future generation nvSRAM products, including the
jointly developed 0.13u SONOS-based CMOS process, advanced SRAM
intellectual property, design-related intellectual property,
design-for-manufacturability know-how and other intellectual property
related to Cypress' advanced CMOS manufacturing processes and
procedures;
o Simtek and Cypress agree to broad manufacturing support terms that
will provide Simtek with a range of industry-leading manufacturing
skills and know-how to enable cost-effective manufacturing of
leading-edge SONOS nvSRAMs;
o Simtek and Cypress will extend the deployment of Simtek's proprietary
nvSRAM technology, and work to establish SONOS as the preferred
technology for high reliability, high endurance, and scaleable
non-volatile products at 65nm and below;
o Simtek and Cypress will jointly develop and market a family of
products utilizing Simtek's patented SONOS-based non-volatile
technology for production using Cypress's advanced manufacturing
processes.
Upon signing the agreement, Simtek received $2 million from Cypress. Simtek
also received an additional payment of $1 million on June 30, 2006 and will
receive an additional payment of $1 million on December 31, 2006. The agreement
also calls for Simtek to issue warrants to Cypress to purchase a total of 2
million shares of its common stock, 1 million of which were already issued upon
the execution of the agreement, 500,000 of which were issued on June 30, 2006
upon the payment by Cypress of certain royalties and 500,000 of which are
expected to be issued on December 31, 2006 upon the payment by Cypress of
certain royalties. The warrants have, or will have, an exercise price of $7.50
per share. Simtek believes that this new agreement will accelerate the timing of
expanding nvSRAM adoption in new markets and shorten future product development
cycle time. Please read Note 8 to the Condensed Consolidated Financial
Statements for a discussion of the accounting treatment for the transactions
related to this agreement.
Total research and development expenses were $1,351,000 and $4,578,000 for
the three and nine months ended September 30, 2006, respectively, as compared to
$1,572,000 and $4,697,000 for the three and nine months ended September 30,
2005, respectively.
The $221,000 decrease for the three month period was primarily due to a
decrease in product development costs of $641,000 which included decreased costs
related to the joint development with Cypress discussed previously. The decrease
was offset by an increase in payroll related costs of $252,000, including the
engineering staff at Simtek GmbH and expenses related to stock options,
equipment related expenses of $148,000 and travel of $17,000 for engineers
traveling to and from Simtek GmbH. The decrease in product development costs was
due to the timing of costs related to the joint development with Cypress
The $119,000 decrease for the nine month period was primarily due to a
decrease of $768,000 for the charges related to the development of our .25
19
SIMTEK CORPORATION
micron product that we incurred in 2005 and a decrease of $61,000 related to
contract services. These decreases were partially offset by increases in payroll
related costs of $571,000, and travel of $72,000.
General and Administration
Total general and administration expenses were $838,000 and $2,595,000 for
the three and nine months ended September 30, 2006, respectively, as compared to
$412,000 and $1,759,000, respectively, for the same periods in 2005.
The $426,000 increase for the three month period was primarily due to
increases in payroll related costs of $80,000, accounting and legal expenses of
$215,000, contract services of $14,000, travel of $28,000 and other
miscellaneous expenses of $89,000. The increases in audit and legal expenses and
contract services were primarily related to costs incurred for our securities
related work. The increase in payroll related costs were related to increased
headcount in both our Colorado Springs and Germany offices and expenses related
to stock option grants.
The $836,000 increase for the nine month period was primarily due to
increases of $498,000 in payroll related costs, $363,000 in legal and audit
fees, contract services of $81,000, travel of $103,000, bad debt expense of
$30,000 and other miscellaneous expenses of $81,000. The increases were
partially offset by a decrease of $320,000 in one-time costs related to
separation and employment agreements that were incurred in the first six months
of 2005. The increases in legal and audit fees and contract services were
primarily related to expenses related to our shareholder meeting, securities
related work and the license agreement entered into with Cypress in March 2006.
The increases in payroll and payroll overhead costs were due to increased
headcount in both our Colorado Springs and Germany offices and for the expenses
related to stock option grants.
Sales and Marketing
Total sales and marketing expenses were $1,250,000 and $3,233,000 for the
three and nine months ended September 30, 2006, respectively, as compared to
$321,000 and $1,164,000, respectively, for the same periods in 2005.
The increases for the three and nine month periods were due to the
amortization of the non-compete agreement discussed in Note 1 to the Condensed
Consolidated Financial Statements of $446,000 and $1,339,000, increase in
payroll related costs of $310,000 and $523,000, respectively, and an increase in
sales commissions of $146,000 and $181,000, respectively. The increase in
payroll related costs were directly related to increased headcount and the
increase in sales commissions was related to the higher revenue.
Loss from Continuing Operations
We recorded a net loss, from continuing operations, of $249,000 and
$2,605,000 for the three and nine months ended September 30, 2006, respectively,
as compared to $1,718,000 and $5,641,000 for the three and nine months ended
September 30, 2005, respectively. The decreases of $1,469,000 and $3,036,000 for
the three and nine month periods reflect the revenue and expense items discussed
above.
Liquidity and Capital Resources
As of September 30, 2006, we had a net working capital of $9,923,000 as
compared to a net working capital of $3,591,000 as of December 31, 2005.
20
SIMTEK CORPORATION
On September 21, 2006, we raised gross proceeds of $4,555,000 in a private
placement. We issued 1,153,171 shares of our common stock at a per share price
of $3.95 and 172,981 warrants to purchase common stock. The warrants have a per
share exercise price of $5.40 and a five-year term. We anticipate using the
proceeds for general working capital and to produce silicon wafers to support
revenue growth. The shares have been included in the Consolidated Balance Sheet
as Temporary Equity, because of the potential penalties associated with the
Registration Rights Agreement.
As discussed previously, on March 24, 2006, we entered into a License and
Development Agreement with Cypress pursuant to which, among other things,
Cypress has agreed to license certain intellectual property from us to develop
and manufacture standard, custom, and embedded nvSRAM products. Cypress agreed
to pay to Simtek royalties across all products they develop and sell which
include intellectual property licensed from Simtek. We agreed to license from
Cypress certain of their intellectual property for use in our design efforts. We
agreed with Cypress to co-develop certain nvSRAM products and Cypress has agreed
to pay us $4 million in nonrefundable prepaid royalties, $2 million of which was
received at the time the contract was executed. On June 30, 2006, we received
the second installment of $1,000,000 and the remaining $1 million is scheduled
to be paid on December 31, 2006. In addition, we agreed with Cypress to work
together to develop new products and processes. Please read Note 8 to the
Condensed Consolidated Financial Statements for a discussion of the accounting
treatment for the transactions related to this agreement.
Cash flows used in operating activities from continuing operations for the
nine months ended September 30, 2006 were $5,568,000 compared to $2,939,000 in
the same period in 2005, an increase of $2,629,000. The net increase is
primarily due to investment in working capital to support revenue growth. The
key components of the cash (uses) and sources in working capital are as follows,
in thousands of dollars:
2006 2005 Change
-------- -------- --------
Accounts receivable $(3,687) $ 1,447 $(5,134)
$
Inventory $(3,799) $ 575 $(4,374)
Accounts payable $ 466 $ (366) $ 832
The increase in working capital was partially off set by the reduction in
net loss for the 2006 period of $2.6 million from $3.9 million in the 2005
period, the amortization of the non-compete agreement in 2006 of $1.3 million
and the $1.7 million gain from discontinued operations in the 2005 period.
Cash flows used in investing activities from continuing operations
increased for the nine months ended September 30, 2006 by approximately
$2,690,000 as compared to the same period in 2005. The increase was primarily
the result of the purchase of equipment and furniture for our facility in
Germany and test equipment for our research and development, which was offset by
proceeds from discontinued operations of $1.9 million recorded in the 2005
period.
The increase of $7,071,000 in cash flows provided by financing activities
from continuing operations was primarily due to the net proceeds from our
September 2006 equity financing of $4.55 million, the value assigned to the
warrants issued to Cypress under the License and Development Agreement and
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.
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SIMTEK CORPORATION
Short-term liquidity.
Our unrestricted cash balance at September 30, 2006 was $3,653,000.
Our future liquidity will depend on our revenue growth and our ability to
generate cash flow from operations. Through December 31, 2006, we expect to
spend approximately $4,000,000, for operating expenses and working capital. We
expect to meet these cash needs from cash generated by operations, the funds
still due to us from Cypress under the Joint Development and License Agreement,
and from our existing cash reserves and credit facility with Wells Fargo.
Management believes that the current cash reserves and additional cash generated
from operations will be sufficient to meet the cash flow needs for at least the
next twelve months.
Long-term liquidity.
The Company has experienced significant revenue growth over the nine months
ended September 30, 2006 and expects that growth trend to continue for the
foreseeable future. With the improved financial results and current cash and
credit reserves, management believes that it has sufficient capital to meet its
operating cash requirements. However, should the company identify possible
strategic opportunities, it may need to raise additional capital to exploit such
opportunities. While the Company has no specific plans, management is constantly
looking for new strategic product and technology opportunities that may provide
significant revenue growth in the future.
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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 will 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 September 30, 2006, 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 - The following new risk factors (each of which has
been previously disclosed) represent material changes from the old
risk factors set forth in Simtek's 10-K:
-------------------------------------------------------------- ------------------------------------------------------------
Old Risk Factor New Risk Factor
-------------------------------------------------------------- ------------------------------------------------------------
LIMITED OPERATING CAPITAL AND ABILITY TO RAISE ADDITIONAL OUR LIMITED OPERATING CAPITAL AND OUR ABILITY TO RAISE
MONEY MAY HARM OUR ABILITY TO DEVELOP AND MARKET PRODUCTS ADDITIONAL MONEY MAY HARM OUR ABILITY TO DEVELOP AND MARKET
OUR PRODUCTS AS AS WELL AS SUPPORT FUTURE REVENUE GROWTH
We require significant capital for product development, To date, we have required significant capital for product
subcontracted production, and marketing. We have funded development, subcontracted production and marketing. We have
these needs from the sale of products, the sale of product funded these from the sale of products, the sale of product
and technology licenses, from royalties, as well as and technology licenses and from royalties as well as from
from the sale of our convertible debt and equity the sale of our convertible debt and equity securities.
securities.
In recent months, we have experienced significant
We have not seen any significant increase in product revenue growth. In order to support that growth, we must
sales in the past year and gross margins are less than order more silicon wafers than we have historically. The
anticipated. Our cash requirements have been difficult to cash required for inventory purchases, including silicon
meet. We cannot guarantee that we will be able to achieve an wafers, has been greater than the cash generated from
increase in product sales and gross margins. We may need sales. Therefore, our cash requirements have been
more capital in the future to develop new products. We are difficult to maintain. We may need more capital in the
not sure that we will be able to raise more capital on future to develop new products and support higher revenue.
reasonable terms, if at all. If we cannot, then we may not We cannot guarantee that we will be able to raise more
be able to develop and market new products. The development, capital on reasonable terms, if at all. If we cannot, then
subcontracted production and marketing of existing products we may not be able to purchase adequate amounts of inventory
may also suffer, causing our financial position and stock to support revenue growth or to develop and market new
price to deteriorate. products, causing our financial position and stock price
to deteriorate.
-------------------------------------------------------------- ------------------------------------------------------------
WE MAY BE UNABLE TO SUCCESSFULLY INTEGRATE THE ASSETS
ACQUIRED FROM ZMD ON DECEMBER 30, 2005 [Intentionally Omitted (i.e., risk factor deleted)]
On December 30, 2005, we closed our acquisition from
ZMD of certain intellectual property and assets related to
ZMD's nvSRAM product line. We may be unable to integrate
successfully into our operations the assets acquired from
ZMD, including:
o by a failure to gain customer agreement to
purchase products from us or to qualify our designs or
processes;
o by a failure to coordinate international operations,
relationships and facilities, which may be subject to
additional constraints imposed by geographic distance,
local laws and regulations; and
o by a failure to implement and maintain uniform
standards, internal controls, business processes, procedures,
policies and information systems.
Our failure to meet any of these challenges could
cause us to fail to realize any accretive benefits of
the acquisition of the assets from ZMD and could seriously
harm our results of operations.
-------------------------------------------------------------- ------------------------------------------------------------
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SIMTEK CORPORATION
-------------------------------------------------------------- ------------------------------------------------------------
WE MAY BE UNABLE TO RETAIN AN EFFECTIVE FOCUS IN OUR
INDUSTRY OR RETAIN CUSTOMERS FOLLOWING THE ACQUISITION OF [Intentionally Omitted (i.e., risk factor deleted)]
ASSETS FROM ZMD
The challenges to us as a result of the acquisition
of certain intellectual property and assets from ZMD on
December 30, 2005 include:
o communicating a strategic vision to the market
regarding us and executing on that strategic vision;
o implementing sales and marketing efforts to
effectively communicate to customers our capabilities;
o overcoming possible concerns of certain customers
about not having two sources of supply for the products
they previously purchased from both ZMD and us;
o gaining acceptance from former ZMD customers for
our designs, products or processes; and
o overcoming any perceived adverse changes in business
focus, including demonstrating to customers that the
acquisition of certain assets from ZMD will not result in
an adverse change in customer service standards or business
focus and helping customers conduct business easily with us
going forward.
The failure to meet any of these challenges could
seriously hinder our plans for product development as well
as business and market expansion following the acquisition
of certain intellectual property and assets from ZMD.
-------------------------------------------------------------- ------------------------------------------------------------
The Registration Rights Agreement entered into as
[Intentionally Omitted (i.e., risk factor did not exist)] part of the September 21, 2006 Securities Purchase
Agreement amounting to $4,555,000 contained a provision
whereby the investors therein would receive certain
amounts of penalty shares if certain procedures are not
followed or an effective Registration Statement is not
maintained for the shares purchased by, and the shares
issuable under the warrants issued to, the investors. The
penalties are 2% of the shares purchased for each month
that a breach occurs. We cannot assure you that we will be
able to follow the required procedures or obtain or
maintain such effective Registration Statement.
-------------------------------------------------------------- ------------------------------------------------------------
OUR CERTIFICATE OF INCORPORATION AND DELAWARE LAW MAY
[Intentionally Omitted (i.e., risk factor did not exist)] OPERATE AS ANTI-TAKEOVER PROTECTIONS AND THUS MAY
DISCOURAGE TAKEOVER ATTEMPTS AND/OR DEPRESS THE MARKET
PRICE OF OUR COMMON STOCK
We have opted to be governed, in our Delaware certificate
of incorporation, by Section 203 of the Delaware General
Corporation Law, which provides for a three-year moratorium on
certain business combination transactions with "interested
stockholders" (generally, persons who beneficially own
-------------------------------------------------------------- ------------------------------------------------------------
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SIMTEK CORPORATION
-------------------------------------------------------------- ------------------------------------------------------------
15% or more of the corporation's outstanding voting stock).
Although we believe that Section 203 will encourage any
potential acquirer to negotiate with our board of directors,
Section 203 also might have the effect of limiting the
ability of a potential acquirer to make a two-tiered bid
for the company in which all stockholders would not be treated
equally. In addition, Section 203 gives the board the power to
reject a proposed business combination in certain circumstances,
even though a potential acquirer may be offering a substantial
premium for our common stock over the then-current market price.
Section 203 would also discourage certain potential acquirers
who are unwilling to comply with its provisions.
Because a proposed amendment to our certificate of
incorporation may not be submitted to a vote of shareholders
without the approval of the board of directors, amending or
removing any provisions in our certificate of incorporation
that have anti-takeover effects requires the consent of the
board of directors, which in turn may have anti-takeover
effects.
-------------------------------------------------------------- ------------------------------------------------------------
THE REVERSE SPLIT MAY NOT RESULT IN AN INCREASE IN THE
[Intentionally Omitted (i.e., risk factor did not exist)] STOCK PRICE AND MAY NOT LEAD TO ANY OF THE BENEFITS
(INCLUDING QUALIFICATION FOR LISTING ON AMEX OR THE NASDAQ
CAPITAL MARKET) THAT WE INTENDED IN DECIDING TO EFFECT
SUCH REVERSE SPLIT
There can be no assurance that the total market
capitalization of our common stock (the aggregate value of
all our common stock at the then market price) will not drop
back below the total market capitalization before the
reverse split, that the per share market price of our common
stock will not drop back below the per share market price
before the reverse split or that the per share market price
of our common stock will increase to (or once increased to,
remain at) a price that is inversely proportionate to the
one-for-ten reduction in the number of shares of common
stock outstanding before the reverse split.
The per share market price of our common stock may
not be high enough to attract institutional investors or
investment funds or to satisfy the investing guidelines
of such investors and, consequently, the trading liquidity
of our common stock may not improve. In addition, the per
share market price of our common stock may not be high
enough to allow us to comply with the initial listing
requirements of the NASDAQ Capital Market or the American
Stock Exchange. Even if the per share market price of our
common stock is sufficiently high for purposes of the initial
listing requirements, we cannot guarantee you that we will be
able to satisfy the other requirements for listing on the
NASDAQ Capital Market or the American Stock Exchange, which
requirements include, among other things, a minimum number
of shares that must be in the public float and a minimum
number of round lot holders.
-------------------------------------------------------------- ------------------------------------------------------------
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SIMTEK CORPORATION
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
10.1 Securities Purchase Agreement, dated as of September 21,
2006, by and between Simtek Corporation and each purchaser
identified on the signature pages thereto (the
"Purchasers"), incorporated by reference to the Company's
Current Report on Form 8-K filed by the Company with the SEC
on September 25, 2006.
10.2 Securities Purchase Agreement, dated as of September 21,
2006, by and between Simtek Corporation and each Purchaser,
incorporated by reference to the Company's Current Report on
Form 8-K filed by the Company with the SEC on September 25,
2006.
10.3 Form of Stock Purchase Warrant, dated as of September 21,
2006, by and between Simtek Corporation and each Purchaser,
incorporated by reference to the Company's Current Report on
Form 8-K filed by the Company with the SEC on September 25,
2006.
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)
November 14, 2006 By: /s/Harold Blomquist
----------------------------------
HAROLD BLOMQUIST
Chief Executive Officer, President
November 14, 2006 By: /s/Brian Alleman
----------------------------------
BRIAN ALLEMAN
Chief Financial Officer
29