SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15 (d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) March 27, 2003
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, Colorado 80907
---------------------------------------- --------
(Address of principal executive offices) Zip Code
Registrant's telephone, including area code: (719) 531-9444
Not applicable
-----------------------------------------------------------
Former name or former address, if changed since last report
Item 5: Other Information:
Simtek Corporation released the following press release dated March 27, 2003,
titled "Simtek Announces Fourth Quarter and Year End Financial Results":
SIMTEK REPORTS 2002 FOURTH QUARTER AND YEAR END FINANCIAL RESULTS
COLORADO SPRINGS, Colorado - March 27, 2003 -- Simtek Corporation (OTCBB: SRAM),
a global provider of advanced nonvolatile semiconductor memory products, today
reported 2002 fourth quarter and year end financial results and updated
investors on its growth strategy for 2003 and beyond.
For the fourth quarter 2002 the Company reported relatively stable revenue of
$3.7 million versus $3.8 million the same quarter a year ago. Net loss for the
quarter was $253,000, or less than one cent per share, as compared with a net
loss of $140,000, or less than one cent per share, in the fourth quarter of
2001. For the full year Simtek reported revenue of $14.3 million as compared
with $16.9 million in 2001. Net loss for the year was reduced to $963,000, or
$.02 per share, versus a net loss of $1.1 million, or $.02 per share, in the
prior year. The net loss in 2002 included a $1.1 million increase in research
and development expenses primarily related to a new product family that the
Company expects will become a major contributor to revenue. Without the increase
in R&D spending, Simtek would have transitioned to profitability in 2002.
Revenue results for the year revealed some positive trends but overall continued
to reflect ongoing sluggishness in the semiconductor industry. In 2002 product
sales to high-end industrial and military segments grew by 63% to $2.4 million
while research and development revenues from Simtek's Q-DOT subsidiary increased
28% to $1.9 million due to an increase in perfomance on government contracts.
These increases were offset by a 29% decline in semiconductor product sales to
commercial customers. The change in product mix in 2002 resulted in a 6.0%
improvement in gross margins from product sales and a 7.3% improvement in
overall gross margins.
Simtek supports a wide range of commercial, industrial, military and government
customers on a global basis. In 2002, 55% of net product sales were in North
America, 28% were in the Pacific Rim and 11% were in Europe. The remaining 6% of
sales were distributed among various other markets.
Simtek closed the year with over $3.1 million in cash and cash equivalents. The
Company believes that it's cash position is sufficient to fund its growth plan
for 2003.
"Given ongoing challenges in the worldwide semiconductor industry and our
continuing investments in a promising new product family, our financial results
in 2002 were generally in line with expectations," said Douglas Mitchell,
president and CEO. "Our diversified customer base enabled us to partially
replace revenue from the temporarily depressed commercial segment while we
continued to invest aggressively in products that hold excellent potential for
new revenue streams beginning in the second half of 2003 and accelerating into
2004."
2
Selected 2002 Highlights
o New 1 Mbit nvSRAM Product Nearing Final Development Stages. During 2002
Simtek increased its R&D expenditures 34% over 2001, from $3.2 million to
$4.3 million. This increase was concentrated primarily on advancing the
development of the Company's new 1 Mbit nvSRAM using 0.25 micron design
rules. This product has been in development since the 4th Quarter of 2001
and represents the first in a planned family of high performance memory
products that are expected to afford Simtek distinct competitive advantages
in the industry. Specifically, the new product will have more storage
capacity than any previous memory integrated circuit combining static RAM
and nonvolatile elements on a single chip. It will also operate at speeds
far exceeding Simtek's current memory products. These attributes will
support next-generation developments in mass storage systems, office
automation equipment such as copiers and facsimiles, industrial control
systems and military flight and weapons systems. The unique 1 Mbit product,
which has generated strong initial interest in the marketplace, will be
introduced in the second quarter of this year with qualified volume
production around mid-year. The 1 Mbit nvSRAM, along with a planned
succession of follow-on products, is expected to become a major component
of the Company's revenue mix during 2004, increasing steadily thereafter.
o Growth Capital Put In Place. During 2002 Simtek strengthened its balance
sheet and positioned itself to complete critical new product development
efforts with the closing of a $3.0 million convertible debenture through
long-time investor Renaissance Capital Group of Dallas, Texas. Subsequent
to the financing, Simtek appointed Renaissance principal Robert Pearson to
its board of directors. Pearson is an active board member who brings to
Simtek a wealth of expertise accumulated through years of hands-on
experience with emerging growth companies.
o New 256Kbit nvSRAM Product Introduction. Simtek introduced
production-qualified 3-volt versions of its 256Kbit nvSRAM family, which
provides exceptionally high levels of reliability and data security while
consuming less power. This low voltage product uses Quantium Trap(TM)
silicon nitride nonvolatile storage technology enabling more than 100 years
of data retention and unlimited read/write endurance along with true high
speed static RAM system performance.
o SONOS Technology Installed With ANAM. Simtek installed its nonvolatile
SONOS technology in ANAM Semiconductor's 0.25 micron CMOS production line.
The newly developed module incorporates SONOS Quantum Trap(TM) technology,
which will be used to manufacture both high density SONOS Flash and
nonvolatile static RAM cells for stand alone and embedded products. SONOS
offers reliability superior to other nonvolatile memory technologies.
o Simtek Awarded Fast 50 Status. During 2002 Simtek was named to Deloitte &
Touche's Technology Fast 50 program, which recognizes 50 Colorado
technology companies.
Business Outlook
Simtek closed the year with $3.1 million in cash. The Company expects its cash
balance to decrease in the first half of 2003 due to continued investment in
research and development related primarily to its 1 Mbit nvSRAM, which is
expected to be completed and introduced late in the second quarter. With R&D
expenses declining sharply in the second half, and with normal operating
expenses closely tracking anticipated revenue levels, cash is then expected to
increase over the final two quarters of 2003. Management's goal is to increase
revenue from Simtek's base business and augment that growth in the second half
with modest initial sales of its new 1 Mbit nvSRAM. Management believes that
acceptance of its new product families, combined with a slow but steady recovery
in the overall semiconductor industry, can lead to sustainable growth and
profitability.
3
SUMMARY STATEMENT OF OPERATIONS DATA
------------------------------------
Three Months ended Dec 31 Year ended Dec 31
2002 2001 2002 2001
---- ---- ---- ----
Net Sales 3,656,085 3,780,393 14,326,705 16,950,487
Cost of Goods Sold 2,243,703 2,188,091 8,481,262 11,273,116
Gross Margin 1,412,382 1,592,302 5,845,443 5,677,371
Total Operating Expenses 1,614,240 1,681,478 6,704,683 6,797,662
Income (loss) from Operations (201,858) (89,176) (859,240) (1,120,291)
Other Income (Expense) (50,795) (50,355) (103,627) 4,572
Equity in Losses of QDA 0 0 0 (4,631)
Net Income (loss) Before Tax (252,653) (139,531) (962,867) (1,120,350)
Provision for Income Taxes 0 0 0 0
Net Income (Loss) After Tax (252,653) (139,531) (962,867) (1,120,350)
Basic and diluted Earnings per Share (0.02) (0.02)
Dilutive Shares Outstanding 54,204,525 53,713,415
SUMMARY BALANCE SHEET DATA
--------------------------
ASSETS DEC 31, 2002
Current Assets:
Cash and cash equivalents $ 3,127,732
Certificate of deposit, restricted 300,000
Accounts receivable 2,309,965
Inventory 1,608,242
Prepaid expenses and other 239,507
-----------
Total current assets 7,585,446
Equipment and Furniture, net 725,888
Deferred financing costs 107,877
Other Assets 87,839
-----------
Total Assets $ 8,507,050
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 1,087,947
Accrued expenses, wages, vacation 495,923
Deferred Revenue 40,500
Obligation under capital leases 132,485
-----------
Total current liabilities 1,756,855
Notes Payable 10,000
Debentures 3,000,000
Obligations Under Capital Leases, net of Current Portion 76,512
-----------
Total liabilities 4,843,367
Shareholders' Equity: 3,663,683
-----------
Total Liabilities and Shareholders' Equity $ 8,507,050
===========
4
Simtek Corporation produces fast, re-programmable, nonvolatile semiconductor
memory products. Information on Simtek products can be obtained from its web
page: www.simtek.com; email: info@simtek.com; by calling (719) 531-9444; or fax
(719) 531-9481. The company is headquartered in Colorado Springs, Colorado, with
international sales and marketing channels. Simtek is listed under the symbol
SRAM on the OTC Electronic Bulletin Board.
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 by Mr.
Mitchell predicting the Company's future growth. Such statements involve risks
and uncertainties, and actual results could differ materially from the results
anticipated in such forward-looking statements as a result of a number of
factors, including, but not limited to, the risk of delays in the availability
of new products due to technological, market or financial factors including the
availability of necessary working capital, or the other factors described in the
Company's most recent Form 10-KSB and Form 10-QSB filed with the Securities and
Exchange Commission.
5
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 and hereunto duly authorized.
SIMTEK CORPORATION
March 27, 2003 By: /s/Douglas Mitchell
------------------------------------
DOUGLAS MITCHELL
Chief Executive Officer, President
and Chief Financial Officer (acting)
6