SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 4, 2004
Simtek Corporation
(Exact name of registrant as specified in its charter)
Colorado 0-19027 84-1057605
----------------- ------------ -------------------
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
4250 Buckingham Dr. #100
Colorado Springs, CO 80907
(Address and zip code of principal executive offices)
(719) 531-9444
(Registrant's telephone number, including area code)
Item 5: Other Information and Required FD Disclosure
----------------------------------------------------
Simtek Corporation released the following press release dated March 4, 2004
titled "Simtek Reports 2003 Fourth Quarter and Year End Financial Results":
SIMTEK REPORTS 2003 FOURTH QUARTER AND YEAR END FINANCIAL RESULTS
COLORADO SPRINGS, Colorado - March 4, 2004 -- Simtek Corporation (OTCBB: SRAM),
a global provider of advanced nonvolatile semiconductor memory products, today
reported 2003 fourth quarter and year end financial results.
For the fourth quarter ended December, 31, 2003 the Company reported revenue of
$3,727,000, up from $3,656,000 in the same quarter a year ago. Net loss for the
period was $306,000, or $0.01 per basic and diluted share, versus a net loss of
$253,000 for the year-ago period, or less than $0.01 per share. Revenue for the
full year was also up slightly, to $14,504,000 from $14,327,000 a year ago. Net
loss was $2,273,000, or $0.04 per basic and diluted share, as compared with
$963,000, or $0.02 per basic and diluted share, in 2002.
Revenue mix for the year included a slight decline in semiconductor sales -- to
$12.3 million from $12.4 million -- offset by a 16% increase in R&D revenue by
our Q-DOT subsidiary, which rose to $2.2 million from $1.9 million a year ago.
The mix of semiconductor sales includes $9.5 million to commercial customers, up
7% from a year ago due to an increase in unit demand for our nonvolatile memory
products in mass storage and office automation systems; $1.8 million in high-end
industrial and military sales, down from $2.4 million; and $1.0 million in logic
products versus $1.1 million in 2002. Effective December 31, 2003, logic
products have been eliminated from the Company's product mix due to adverse
market conditions in that area coupled with management's decision to focus its
resources on products that hold greater potential for accelerated growth.
Simtek closed the year with $3.4 million in cash and cash equivalents, up from
$3.1 million a year ago.
"During the year we experienced selling price and production cost pressures that
held down profit margins on our traditional product lines," said Douglas
Mitchell, Simtek's president and CEO. "At the same time, however, we made
significant progress on the development and introduction of a promising new
nonvolatile SRAM product family that is expected to be a major source of revenue
in coming years. We have also made real progress towards building the sales
channels required to ensure market penetration and long-term success for these
new products. Simtek's quarter-micron nvSRAM and Value Added Memory strategies
remain on schedule and are building momentum with our customer base. Feedback is
very positive, as these products are being designed into many next-generation
versions of our traditional application base, but are also being considered for
applications and systems where we've never had a presence."
Selected Highlights of 2003
o In September Simtek formally introduced its new 1Mbit nvSRAM family of
memory products with initial sample shipments to current and prospective
customers. This product provides four times the memory density of its 256k
2
predecessor while supporting faster access speeds and lower power
consumption. While revenue from the 1Mbit was modest during the sampling
stage, customer feedback in the fourth quarter was overwhelmingly positive
and enthusiastic. Subsequently, in January 2004, Simtek announced its first
production shipments of the 0.25 micron version of the product tested to
both commercial and industrial specifications. The Company is pleased to
report that production units have achieved industrial-grade performance
very early in the life of the program since many customers expect to use
the 1 Mbit in high-reliability applications requiring extended temperature
operation.
o In November Simtek strengthened its balance sheet through a $1.5 million
equity financing with three funds advised by RENN Capital Group, Inc. As a
result, we closed the year with more than $3.4 million in cash and cash
equivalents. The additional equity was required to support rollout of the
Company's new 1 Mbit nvSRAM product family and for general working capital,
and Simtek was pleased that RENN, a long-time investor in Simtek, continued
to play the lead role in fulfilling its capital requirements.
o Asian and European Market Initiative. In June the Company signed an
agreement with MetaTech (AP) Incorporated to become Simtek's first local
sales representative in Taiwan. The Company believes Taiwan represents a
large, potentially lucrative market for its products - a market that is
largely untapped today - and that MetaTech is ideally situated to cultivate
and win new customer relationships. Subsequently, in January 2004, Simtek
appointed John Wong as director of Asian sales, overseeing offices in Hong
Kong and Shenzhen, China where he is responsible for further developing
Simtek's presence in the Pacific Rim. Wong is a veteran, growth-oriented
sales executive who was formerly with Silicon Storage Technology and
Hewlett Packard. Also in 2003, Simtek named Peter Flory as director of
European sales with responsibility for Europe, South Africa, Israel and
India. Flory, who is based in Windsor, England, has 26 years of experience
in systems design, applications engineering and sales and marketing with
Plessey, RCA Semiconductor, VLSI Technology, Dallas Semiconductor and
Lucent Technologies. In 2003 Simtek reported 37% of net product sales were
in North America, with 46% in PacRim, 12% in Europe, and 5% in other areas.
The Company believes its overseas sales initiatives will eventually result
in more balanced distribution and increased overall sales.
Business Outlook
Industry forecasts indicate that 2004 will see an increase in total
semiconductor demand. This should provide opportunities for Simtek in both its
traditional products and the new 0.25 micron product family.
Transferring our 0.8 micron family from Chartered's FAB1 to FAB2 has added
product cost pressures on current business, but we expect to complete this
process during the second quarter of 2004. This, along with other engineering
initiatives, will result in product cost reductions by mid-year, ultimately
extending these products' life out through at least 2006.
The new 0.25 micron family of nvSRAM products continues to be very well received
during its initial roll-out. A total of 104 companies now have samples or early
production parts that they are evaluating or designing into systems. We have
strong interest around the world, but we are seeing especially aggressive
activity in our southeast Asian and Japanese markets. As forecast, we believe
that we will achieve a steady increase in demand thoughout the year, with
significant production of mass storage and office automation systems ramping
production in the second half of 2004. With the addition of new sales resources
over the past year we are looking forward to promoting not just the basic 1 Mbit
nvSRAM but also the Value-Added-Memory derivative products as part of the 0.25
micron family.
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SUMMARY STATEMENT OF OPERATIONS DATA
Three months Ended Dec 31 Year Ended Dec 31
2003 2002 2003 2002
---- ---- ---- ----
Net Sales $3,726,632 $3,656,085 $14,503,771 $14,326,705
Cost of Sales 2,397,605 2,243,703 9,621,249 8,481,262
---------- ---------- ----------- -----------
Gross Margin 1,329,027 1,412,382 4,882,522 5,845,443
OPERATING EXPENSES
Research and development 1,049,630 1,058,272 4,518,528 4,308,499
Sales and Marketing 346,342 382,991 1,546,774 1,641,508
General and administrative 154,856 172,977 847,503 754,676
---------- ---------- ----------- -----------
Total Operating Expenses 1,550,828 1,614,240 6,912,805 6,704,683
---------- ---------- ----------- -----------
LOSS FROM OPERATIONS (221,801) (201,858) (2,030,283) (859,240)
---------- ---------- ----------- -----------
Total other Income (Expense) (84,310) (50,795) (242,358) (103,627)
---------- ---------- ----------- -----------
Net loss before tax (306,111) (252,653) (2,272,641) (962,867)
Provision for Income Taxes 0 0 0 0
---------- ---------- ----------- -----------
Net loss after tax (306,111) (252,653) (2,272,641) (962,867)
========== ========== =========== ==========
Basic and diluted loss per share (.01) (.00) (.04) (.02)
Basic and diluted shares outstanding 56,013,253 54,382,273 54,889,008 54,204,525
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CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2003
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,431,679
Certificate of deposit, restricted 300,000
Accounts receivable - trade, net of allowance for doubtful
accounts and return allowances of approximately $130,000 1,923,542
Inventory 1,201,432
Prepaid expenses and other 129,554
------------
Total current assets 6,986,207
EQUIPMENT AND FURNITURE, net 862,009
DEFERRED FINANCING COSTS 91,280
OTHER ASSETS 58,291
------------
TOTAL ASSETS $ 7,997,787
============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,038,634
Accrued expenses 390,079
Accrued vacation payable 179,580
Line of credit 150,000
Obligation under capital leases 123,585
------------
Total current liabilities 1,881,878
NOTES PAYABLE 5,000
DEBENTURES 3,000,000
OBLIGATIONS UNDER CAPITAL LEASES, NET OF CURRENT PORTION 61,221
------------
Total liabilities 4,948,099
SHAREHOLDERS' EQUITY:
Preferred stock, $1.00 par value; 2,000,000 shares
authorized, none issued -
Common stock, $.01 par value; 80,000,000 shares
authorized, 56,723,352 shares issued and
56,713,352 shares outstanding 567,134
Additional paid-in capital 39,230,210
Treasury Stock, at cost; 10,000 shares (12,504)
Accumulated deficit (36,735,152)
------------
Total shareholders' equity 3,049,688
------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 7,997,787
============
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Forward-Looking Statements
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements predicting the
Company's future growth. These forward-looking statements are inherently
difficult to predict and involve risks and uncertainties that could cause actual
results to differ materially, including, but not limited to, projections of
future performance including predictions of future profitability; expectations
of the business environment in which Simtek operates; current and anticipated
increased demand for our products; the level and timing of orders that we
receive and that we can deliver in a specified period; levels of inventories at
our distributors and other customers; inventory mix and timing of customer
orders; the success of cost-reduction efforts; our timely introduction and the
market acceptance of new technologies and products; maintaining or improving our
level of product shipments; our ability to obtain any required financing in a
timely manner; and factors not directly related to Simtek, such as competitive
pressures on pricing, market conditions in general, competition, technological
progression, product obsolescence, and the changing needs of potential customers
and the semiconductor industry in general; and current political conditions and
negative trends in the global economy.
For a detailed discussion of these and other risk factors, please refer to
Simtek's filings with the Securities and Exchange Commission (SEC), including
its Annual Report on Form 10-KSB and subsequent 10-QSB and 8K filings.
Contact:
Simtek Corporation
719-531-9444
information@simtek.com
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SIGNATURE
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 hereunto duly authorized.
SIMTEK CORPORATION
March 5, 2004 By: /s/Douglas Mitchell
--------------------------------------------
Douglas Mitchell
Chief Executive Officer, President and
Chief Financial Officer (acting)
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