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 June 30, 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 July 31,
2007, was 16,502,406.
SIMTEK CORPORATION
INDEX
For the Quarter Ended June 30, 2007
PART 1. FINANCIAL INFORMATION
ITEM 1 Page
----
Condensed Consolidated Balance Sheets as of
June 30, 2007 (unaudited) and December 31, 2006 3
Condensed Consolidated Statements of Operations
(unaudited) for the three months and six months ended
June 30, 2007 and 2006 4
Condensed Consolidated Statements of Cash Flows
(unaudited)for the six months ended June 30, 2007 and 2006 5
Notes to Condensed Consolidated Financial Statements 6-13
ITEM 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations 14
ITEM 3
Quantitative and Qualitative Disclosures about Market Risk 20
ITEM 4
Controls and Procedures 21
PART 2. OTHER INFORMATION
ITEM 1 Legal Proceedings 22
ITEM 1A Risk Factors 22
ITEM 2 Unregistered Sales of Equity Securities and
Use of Proceeds 22
ITEM 3 Defaults Upon Senior Securities 22
ITEM 4 Submission of Matters to a Vote of Security Holders 22
ITEM 5 Other Information 23
ITEM 6 Exhibits 23
SIGNATURES 24
SIMTEK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except par value and share amounts)
ASSETS
June 30, 2007 December 31, 2006
------------- -----------------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 3,147 $ 4,522
Restricted investments 1,775 1,775
Accounts receivable - trade, net 4,910 5,537
Inventory, net 7,537 6,596
Prepaid expenses and other current assets 668 312
-------- --------
Total current assets 18,037 18,742
EQUIPMENT AND FURNITURE, net 1,445 1,239
DEFERRED FINANCING COSTS AND DEBT ISSUANCE COSTS 31 54
GOODWILL 992 992
NON-COMPETITION AGREEMENT, NET 6,235 7,126
OTHER ASSETS 113 89
-------- --------
TOTAL ASSETS $ 26,853 $ 28,242
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 2,544 $ 3,771
Accrued expenses 1,748 939
Accrued vacation payable 312 229
Accrued wages 133 814
Line of credit 798 681
Debentures, current 480 480
-------- --------
Total current liabilities 6,015 6,914
DEBENTURES, NET OF CURRENT 1,620 2,220
-------- --------
Total liabilities 7,635 9,134
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,
16,500,656 and 16,499,656 shares issued and outstanding
at June 30, 2007 and 16,146,679 and 16,145,679 shares issued
and outstanding at December 31, 2006 2 2
Additional paid-in capital 68,543 67,173
Treasury stock, at cost; 1,000 shares (1) (1)
Accumulated deficit (49,505) (48,198)
Accumulated other comprehensive income:
Cumulative translation adjustment 179 132
-------- --------
Total shareholders' equity 19,218 19,108
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 26,853 $ 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)
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
2007 2006 2007 2006
---- ---- ---- ----
REVENUE:
Product sales, net $ 8,082 $ 6,443 $ 15,949 $ 11,186
Royalty revenue -- 483 -- 1,518
------------ ------------ ------------ ------------
Total revenue 8,082 6,926 15,949 12,704
Cost of sales 3,859 4,567 8,294 8,037
------------ ------------ ------------ ------------
GROSS PROFIT 4,223 2,359 7,655 4,667
OPERATING EXPENSES:
Research and development costs 2,560 1,682 4,173 3,227
Sales and marketing 1,248 1,038 2,400 1,983
General and administrative 1,190 1,059 2,299 1,757
------------ ------------ ------------ ------------
Total operating expenses 4,998 3,779 8,872 6,967
------------ ------------ ------------ ------------
LOSS FROM OPERATIONS (775) (1,420) (1,217) (2,300)
OTHER INCOME (EXPENSE):
Interest income 47 36 96 76
Interest expense (89) (74) (187) (134)
Foreign currency transaction gain 12 -- 24 --
Other expense 2 5 1 4
------------ ------------ ------------ ------------
Total other expense (28) (33) (66) (54)
LOSS BEFORE PROVISION FOR INCOME TAXES (803) (1,453) (1,283) (2,354)
------------ ------------ ------------ ------------
Provision for income taxes (13) -- (23) --
------------ ------------ ------------ ------------
NET LOSS $ (816) $ (1,453) $ (1,306) $ (2,354)
============ ============ ============ ============
NET LOSS PER COMMON SHARE:
Basic and diluted $ (.05) $ (.10) $ (.08) $ (.16)
============ ============ ============ ============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING:
Basic and diluted 16,386,770 14,716,609 16,299,925 14,704,414
============ ============ ============ ============
See accompanying notes to these consolidated financial statements.
4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in thousands)
Six Months Ended June 30,
2007 2006
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,306) $(2,354)
Adjustments to reconcile net loss to net cash used in operating
Activities:
Depreciation 311 219
Amortization 33 21
Expense related to stock options 544 278
Issuance of common stock per compensation agreements -- 53
Amortization of non-competition agreement 890 894
Net change in allowance accounts 78 428
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable 771 (2,530)
Inventory (1,119) (2,345)
Prepaid expenses and other (375) 294
Increase (decrease) in:
Accounts payable (1,235) 1,704
Accrued expenses 288 658
------- -------
Net cash used in operating activities (1,120) (2,680)
-------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment and furniture, net (513) (448)
Patents (14) --
Purchase of certain assets from ZMD -- (116)
------- -------
Net cash used in investing activities (527) (564)
------- -------
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 -- 1,478
Payments from restricted investment -- 306
Proceeds from warrant exercises 222 --
Exercise of stock options 3 47
------- -------
Net cash provided by financing activities 225 3,692
------- -------
Effect of exchange rate changes on cash 47 51
------- -------
NET CHANGE IN CASH AND CASH EQUIVALENTS (1,375) 499
CASH AND CASH EQUIVALENTS, beginning of period 4,522 1,766
------- -------
CASH AND CASH EQUIVALENTS, end of period $ 3,147 $ 2,265
======= =======
Cash paid for interest $ 165 $ 121
======= =======
Warrants issued for debt issuance cost $ -- $ 53
======= =======
Conversion of debentures $ 600 $ --
======= =======
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
Corporation ("Simtek" or the "Company") 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 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
------------------------
Equity Incentive Plan.
At the annual meeting on June 14, 2007, the Company's shareholders approved
a new Equity Incentive Plan that authorizes 2,800,000 shares that may be granted
under either incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986 (the "Code") or nonqualified stock options. The
Equity Incentive Plan became effective on June 15, 2007. With the approval of
the Equity Incentive Plan, the Company does not intend to grant further options
under the Non-Qualified Stock Option Plan described below; however, options
outstanding under that plan remain outstanding until they are exercised or
expire by their terms. The Equity Incentive Plan provides that the maximum
number of shares with respect to which an individual can receive a grant of
options in a calendar year is 500,000 shares. Options may be granted to key
employees, consultants, and non-employee directors. The Equity Incentive Plan
provides that an individual can receive grants of both incentive options and
nonqualified options. However, only employees may be granted incentive options.
The minimum exercise price for options is 100% of the fair market value of the
Company's stock on the date of grant and a maximum term of 10 years. Generally,
upon termination of employment or service, options expire three months after
termination. Incentive options granted to an employee who holds more than 10% of
the Company's stock must have an exercise price of at least 110% of the fair
market value of the Company's stock on the date of grant and a maximum term of
no more than 5 years. No options were granted under the Equity Incentive Plan
from June 15, 2007 through June 30, 2007.
Employee Stock Purchase Plan.
On July 1, 2007, the Simtek Corporation Employee Stock Purchase Plan
("ESPP"), which was approved by the shareholders at the annual meeting on June
14, 2007, became effective. Under the ESPP, a broad-based group of employees can
have payroll deductions of up to 10% of their pay used to purchase shares of the
Company's stock on a quarterly basis. However, employees whose customary
employment is for less than 20 hours per week or for less than 5 months per
calendar year and employees who own more than 5% of the Company's stock are not
eligible to participate. There are 500,000 shares authorized for issuance under
the ESPP. The purchase price for the stock is the lesser of (1) 85% of the fair
6
SIMTEK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
market value of the Company's stock on the first day of the calendar quarter or
(2) 85% of the fair market value of the Company's stock on the last day of the
calendar quarter. Employees can enroll in the ESPP as of the first day of a
calendar quarter. On the first trading day after the end of the calendar
quarter, shares are purchased with the payroll deductions accumulated during the
calendar quarter. Upon termination of employment, the employee's participation
in the ESPP will cease and amounts accumulated since the beginning of the
calendar quarter and not used to purchase common stock will be refunded to the
employee without interest. No shares were purchased under the ESPP during the
quarter ended June 30, 2007. As of July 1, 2007, 13 employees had enrolled in
the ESPP. The first purchase of shares is expected to occur on the first trading
day after the close of the third quarter of 2007.
Non-Qualified Stock Option Plan.
The Company has 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 three and six months ended June 30, 2007 and
2006 are as follows:
Income Statement Classifications
Three Months Six Months
Ended June 30, Ended June 30,
2007 2006 2007 2006
---- ---- ---- ----
(In thousands)
Research and development $ 65 $ 47 $ 130 $ 86
Sales and marketing 25 23 51 39
General and administration 174 89 363 153
------ ------ ------ ------
$ 264 $ 159 $ 544 $ 278
====== ====== ====== ======
7
SIMTEK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2007, there was approximately $1.9 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%.
During the quarter ended June 30, 2007, there were no stock options
granted. The fair value of each option granted in the quarterly period ended
June 30, 2006 and the six months ended June 30, 2007 and 2006 was estimated on
the date of grant using the Black-Scholes option-pricing model with the
following:
Three Months Six Months
Ended June 30, Ended June 30,
2007 2006 2007 2006
---- ---- ---- ----
Expected volatility - 79.05% 79.15% 80.97%
Risk-free interest rate - 4.92% 4.79% 4.81%
Expected dividends - - - -
Expected terms (in years) - 5 years 5 years 4.67 years
The weighted average fair value per share of options granted during the
three months ended June 30, 2006 was $3.40. The weighted average per share fair
value of stock options granted during the six months ended June 30, 2007 and
2006 were $3.90 and $3.20, respectively.
The following table summarizes stock options outstanding and changes during
the quarterly period ended June 30, 2007.
8
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...................................... (15,745) (9.59)
---------- ------
Options outstanding at June 30, 2007.......................... 1,374,848 $5.25 4.50
========= ===== ==== =======
Options exercisable at June 30, 2007......................... 773,236 $5.83 4.50 $ 608(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 June 30, 2007 and
the exercise price of the shares. The market value as of June 30, 2007 was
$5.23 as reported by The NASDAQ Capital Market.
There were no stock option exercises for the quarter ended June 30, 2007.
Stock options outstanding and currently exercisable at June 30, 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 53 $ 2.95 168,136 $ 2.71
$3.60-$6.00 703,273 58 $ 4.88 326,446 $ 4.81
$6.20-$9.00 218,911 44 $ 6.58 185,420 $ 6.57
$11.60-$15.30 78,234 37 $ 12.54 78,234 $ 12.54
$19.00 15,000 44 $ 19.00 15,000 $ 19.00
--------- -------
1,374,848 773,236
========= =======
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 $445,000 and $890,000 to sales and marketing for the three and six
months ended June 30, 2007, respectively.
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 June 30, 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 June 30, 2007, the Company recorded
approximately $179,000 in comprehensive income.
Income 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 shareholders' 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 an
uncertain 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
uncertain 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 uncertain tax benefits, nor was any interest expense recognized during
the quarter.
10
SIMTEK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. Liquidity
During the three and six months ended June 30, 2007 and the twelve months
ended December 31, 2006, the Company incurred a net loss of approximately
$816,000, $1,306,000 and $2,007,000, respectively. The Company has an
accumulated deficit of $49,505,000 as of June 30, 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 generate positive cashflow from operations, 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 June 30, 2007 and December 31, 2006 included:
June 30, 2007 December 31, 2006
------------- -----------------
(In thousands)
Raw Materials $ 62 $ 21
Work in progress 5,323 4,603
Finished Goods 3,108 2,737
---------- ----------
8,493 7,361
Less reserves for excess inventory (956) (765)
---------- ----------
$ 7,537 $ 6,596
========== ==========
11
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 June 30, 2007, the Company had
financed receivables with Wells Fargo for approximately $798,000.
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 318,182 shares upon conversion (assuming
conversion of $700,000).
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 in the
Company's 10-K filed on April 2, 2007 for additional information. On May 9, 2007
and July 24, 2006, each of the debenture holders converted $200,000 and
$100,000, respectively, of the principal amount into 90,909 and 45,455 shares of
the Company's common stock, respectively, in lieu of the Company making the
principal payments it was required to make for the period commencing July 1,
2006 through June 30, 2008.
At June 30, 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 July, 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.
12
SIMTEK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
7. Non-Refundable Prepaid Royalties
On March 24, 2006, the Company entered into a License and Development
Agreement with Cypress Semiconductor Corporation ("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 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 June 30, 2007 and 2006 were as follows:
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2007 2006 2007 2006
---- ---- ---- ----
United States 18% 18% 18% 19%
Europe 21% 29% 29% 29%
Far East 45% 42% 40% 43%
All Others 16% 11% 13% 9%
---- ---- ---- ----
Total 100% 100% 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 47
-------------
Balance June 30, 2007 $ 179
13
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, revenue 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.
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.
14
SIMTEK CORPORATION
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 revenue 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:
Revenue
Total revenue for the three months ended June 30, 2007 was $8,082,000
compared to $6,926,000 for the same period in 2006. Total revenue for the six
months ended June 30, 2007 was $15,949,000 compared to $12,704,000 for the same
15
SIMTEK CORPORATION
period in 2006. The 2006 amount includes $483,000 and $1,518,000 of royalty
revenue for the three and six months ended June 30, 2006, respectively. We
earned no royalty revenue in the three and six months ended June 30, 2007.
Product sales for the three month period ended June 30, 2007 were $8,082,000
compared to $6,443,000 for the same period in 2006, an increase of 25%. Product
sales for the six month period ended June 30, 2007 were $15,949,000 compared to
$11,186,000 for the same period in 2006, an increase of 43%.
The following table sets forth our net product revenue for semiconductor
devices by product markets for the three and six months ended June 30, 2007 and
2006 (in thousands):
Three Months Ended Six Months Ended
------------------ ----------------
June 30, June 30,
-------- --------
2007 2006 Variance 2007 2006 Variance
---- ---- -------- ---- ---- --------
Commercial $ 7,179 $ 6,032 $ 1,147 $ 14,643 $ 9,983 $ 4,660
High-end industrial and
military 903 411 $ 492 $ 1,306 $ 1,203 $ 103
------- --------- --------- --------- --------- --------
Total Semiconductor
Revenue $ 8,082 $ 6,443 $ 1,639 $ 15,949 $ 11,186 $ 4,763
======= ========= ========= ========= ========= ========
Commercial revenue 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 revenue increased by
$1,147,000 and $4,660,000 for the three and six months ended June 30, 2007,
respectively, as compared to the three and six months ended June 30, 2006. This
increase was due primarily to increased product demand for our legacy products
and our 1 megabit products. In addition, revenue was also higher compared to the
2006 periods due to increased selling prices for our highest volume 256 kilobit
devices. These increases took place in the second half of 2006 and held firm
through the second quarter of 2007.
High-end industrial and military product revenue increased by $492,000 and
$103,000 for the three and six months ended June 30, 2007, respectively, as
compared to the same periods in 2006. Customer demand for these devices is
generally not predictable and tends to be volatile from period to period.
One distributor and three direct customers together accounted for
approximately 57% of our revenue for the quarter ended June 30, 2007 and one
distributor and two direct customers accounted for approximately 38% of our
revenue for the six months ended June 30, 2007. 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 $3,859,000 and $8,294,000 for the three and
six months ended June 30, 2007, respectively, as compared to $4,567,000 and
$8,037,000 for the comparable periods in 2006. These costs reflect an
approximate 23 and 20 percentage point improvement in gross margin percentage
for our semiconductor products for the three and six months ended June 30, 2007,
respectively, as compared to the same periods in 2006. Actual product gross
margin percentages for the three and six months ended June 30, 2007 were 52% and
48%, respectively, as compared to 29% and 28% for the same periods in 2006. This
increase reflects the higher average selling prices described above, higher unit
16
SIMTEK CORPORATION
shipments of 1 megabit devices, increased sales of our high-end industrial and
military products, reduced product costs due to lower wafer prices and increased
efficiencies and yields.
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 revenue. In 2007, our
research and development department continued its efforts on the final
development of our new product family in conjunction with Cypress. 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 June 2007, we achieved
certain milestones under the development agreement with Cypress and recognized
$735,000 in expenses related to the agreement. During the three month and six
months ended June 30, 2006, we recognized expenses of $328,000 and $642,000,
respectively. In addition, in 2007, the Company began initial development of a
new product initiative aimed at improving the performance of high density NAND
Flash devices. As part of this new initiative, we opened a design center in San
Diego, CA.
Total research and development expenses were $2,560,000 and $4,173,000 for
the three and six months ended June 30, 2007, respectively, as compared to
$1,682,000 and $3,227,000 for the comparable periods in 2006.
The increase of $878,000 for the three month period ended June 30, 2007
compared to the three month period ended June 30, 2006 was primarily related to
the Cypress milestone payments which were $407,000 higher in such period and
$248,000 in expenses related to the San Diego development effort, including
payroll related expenses of $91,000 and contract design services of $140,000.
The increase of $946,000 for the six month period ended June 30, 2007
compared to the six month period ended June 30, 2006 was primarily related to
$334,000 in expenses related to the San Diego development effort, including
payroll related expenses of $172,000 and contract design services of $140,000.
Excluding the San Diego initiative, payroll and related costs increased $378,000
for the six month period ended June 30, 2007 compared to the six month period
ended June 30, 2006 due to increased headcount primarily in our Dresden Germany
location. In addition, the Cypress milestone payments were $93,000 higher for
the six month period ended June 30, 2007 compared to the same period in 2006.
Administration
Total administration expenses were $1,190,000 and $2,299,000 for the three
and six months ended June 30, 2007, respectively, as compared to $1,059,000 and
$1,757,000 for the same periods in 2006.
The $131,000 increase for the three month period ended June 30, 2007
compared to the three month period ended June 30, 2006 was due primarily to
increases in payroll related costs of $20,000 and professional and consulting
services of $160,000, these increases were offset by decreases in legal and
accounting fees of $50,000.
The $542,000 increase for the six month period ended June 30, 2007 compared
to the six month period ended June 30, 2006 was due primarily to increases in
payroll related costs of $200,000, professional and consulting services of
$315,000 and expenses related to our NASDAQ listing of $45,000, these increases
were offset by decreases in legal and accounting fees of $55,000.
The increases in payroll related costs for both periods were primarily due
to expense related to stock options and the increase in professional and
consulting services were primarily related to compliance with Section 404 of the
Sarbanes-Oxley Act.
17
SIMTEK CORPORATION
Sales and Marketing
Total sales and marketing expenses were $1,248,000 and $2,400,000 for the
three and six months ended June 30, 2007, respectively, as compared to
$1,038,000 and $1,983,000 for the same periods in 2006.
The $210,000 increase for the three month period ended June 30, 2007
compared to the three month period ended June 30, 2006 was primarily due to
increases in payroll and related expenses of $70,000, sales commissions of
$80,000 and travel expenses of $65,000.
The $417,000 increase for the six month period ended June 30, 2007 compared
to the six month period ended June 30, 2006 was primarily due to increases in
payroll related expenses of $135,000, sales commissions of $120,000, travel
expenses of $85,000 and professional and consulting services of $75,000.
The increases in payroll related expenses, travel expenses and professional
and consulting services were primarily due to changes in sales and marketing
personnel. The increases in sales commission were a direct result of increased
revenue.
Net Loss
We recorded a net loss of $816,000 and $1,306,000 for the three and six
months ended June 30, 2007, respectively, as compared to net losses of
$1,453,000 and $2,354,000 for the same periods in 2006. The reduction in net
loss for both periods reflect the higher revenue and the improved gross margins
and expense items discussed above.
Liquidity and Capital Resources
As of June 30, 2007, we had a net working capital of $12,022,000 as
compared to a net working capital of $11,828,000 as of December 31, 2006.
Cash flows used in operating activities for the six months ended June 30,
2007 were $1,120,000 compared to $2,680,000 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):
Six Months Ended June 30,
-------------------------
2007 2006
---- ----
Net loss $ (1,306) $ (2,354)
Depreciation and amortization 344 240
Expense related to stock compensation 544 278
Issuance of common stock per compensation agreements - 53
Amortization of non-competition agreement 890 894
Net change in allowance accounts 78 428
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable 771 (2,530)
Inventory (1,119) (2,345)
Prepaid expenses and other (375) 294
Increase (decrease) in:
Accounts payable (1,235) 1,704
Accrued expenses 288 658
-------- ---------
Net cash used in operating activities (1,120) (2,680)
======== =========
18
SIMTEK CORPORATION
Excluding the effect of changes in assets and liabilities, cash generated
by operating activities was $550,000 in the period ended June 30, 2007 compared
to $461,000 in the period ended June 30, 2006, which cash 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 period ended June 30, 2007 is due to
the lower sales volume in the second quarter of 2007 compared to the fourth
quarter of 2006.
Cash flows used in investing activities decreased for the six months ended
June 30, 2007 by approximately $37,000 as compared to the same period in 2006,
principally due to the purchase of a new ERP software system and the purchase of
certain assets from ZMD in the first six months of 2006 (which purchases were
not repeated in the same period in 2007).
Cash flows provided by financing activities were $225,000 in the period
ended June 30, 2007 compared to $3,692,000 in the period ended June 30, 2006.
The decrease of $3,467,000 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 June 30, 2007 was $3,147,000.
Our future liquidity will depend on continued revenue growth, continued
improvement in gross margins and control of operating expenses. We expect
revenue to continue to increase in 2007. In addition, gross margins are expected
to improve and we expect to be profitable before expenses related to employee
stock options and amortization of the non-compete agreement with ZMD 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.
19
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.
20
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 and six months ended June 30, 2007, that have materially
affected, or are reasonably likely to materially affect, internal control over
financial reporting.
21
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
Item 4. Submission of Matters to a Vote of Security Holders
On June 14, 2007, the Company held its 2007 Annual Meeting of the Shareholders
(the "Annual Meeting"). Set forth below are the results of the votes taken at
the Annual Meeting. The Company's shareholders were voting on four matters at
the Annual Meeting. Those four matters were the re-election of six directors,
the approval of the new Simtek Corporation Employee Stock Purchase Plan, the
approval of the Simtek Corporation 2007 Equity Incentive Plan and the
ratification of the selection of Hein & Associates LLP as the Company's
independent auditors for fiscal year 2007.
(i) The following individuals were elected directors of the Company for terms
expiring in 2008:
Name of Director For Withheld
---------------- --- ---------
Harold Blomquist 14,101,610 221,274
Ronald Sartore 14,128,206 194,678
Robert Keeley 14,132,812 190,072
Alfred Stein 14,035,766 287,118
Robert Pearson 14,169,776 153,108
John Hillyard 14,171,427 151,457
(ii) Approval of the New Simtek Corporation Employee Stock Purchase Plan:
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
9,371,811 132,503 5,604 4,812,966
(iii) Approval of the Simtek Corporation 2007 Equity Incentive Plan:
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
9,300,134 179,105 30,679 4,812,966
(iv) Ratification of the Selection of Hein & Associates LLP as the
Independent Auditors for Fiscal Year 2007:
For Against Abstain
--- ------- -------
14,255,269 62,719 4,896
Item 5. Other Information - None
22
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
23
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)
August 2, 2007 By: /s/ Harold Blomquist
-----------------------------------------
HAROLD BLOMQUIST
Chief Executive Officer and President
August 2, 2007 By: /s/ Brian Alleman
-----------------------------------------
BRIAN ALLEMAN
Chief Financial Officer
24