SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
Current Report Pursuant to Section 13 or 15 (d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) May 10, 2000
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)
1465 Kelly Johnson Boulevard
Colorado Springs, Colorado 80920
---------------------------------------- --------
(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
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 9, 2000, Simtek Corporation acquired Integrated Logic Systems, Inc.
("Integrated"). Simtek issued 3,000,000 shares of its Common Stock in exchange
for all outstanding shares of all classes of Integrated stock. Integrated
designs and sells metal programmed gate array integrated circuits. Simtek
purchased approximately $30,000 of product from Integrated in the past year.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibits
None
<TABLE>
<CAPTION>
(b) Financial Statements.
PAGE
<S> <C>
INTEGRATED LOGIC SYSTEMS, INC.
Independent Auditor's Report................................................................. F-2
Balance Sheet - December 31, 1999............................................................ F-3
Statements of Operations - For the Years Ended December 31, 1999 and 1998.................... F-4
Statements of Changes in Shareholder's Equity - For the Years Ended December 31, 1999
and 1998............................................................................ F-5
Statements of Cash Flows - For the Years Ended December 31, 1999 and 1998.................... F-6
Notes to Financial Statements................................................................ F-7
SIMTEK, INC. AND INTEGRATED LOGIC SYSTEMS, INC.
Introduction................................................................................. F-13
Pro Forma Combined, Condensed Balance Sheet - December 31, 1999 (Unaudited).................. F-14
Pro Forma Combined, Condensed Statement of Operations - For the Twelve Months Ended
December 31, 1999 (Unaudited)....................................................... F-15
Pro Forma Combined, Condensed Statement of Operations - For the Twelve Months Ended
December 31, 1998 (Unaudited)....................................................... F-16
Notes to Combined, Condensed Financial Information (Unaudited)............................... F-17
</TABLE>
-2-
<PAGE>
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
July 21, 2000 By: /s/Douglas Mitchell
-------------------------------
DOUGLAS MITCHELL
Chief Executive Officer,
President and Chief Financial
Officer (acting)
-3-
<PAGE>
<TABLE>
<CAPTION>
INDEX TO FINANCIAL STATEMENTS
PAGE
INTEGRATED LOGIC SYSTEMS, INC.
<S> <C>
Independent Auditor's Report.........................................................................................F-2
Balance Sheet - December 31, 1999....................................................................................F-3
Statements of Operations - For the Years Ended December 31, 1999 and 1998............................................F-4
Statements of Changes in Shareholder's Equity - For the Years Ended December 31, 1999
and 1998....................................................................................................F-5
Statements of Cash Flows - For the Years Ended December 31, 1999 and 1998............................................F-6
Notes to Financial Statements........................................................................................F-7
SIMTEK, INC. AND INTEGRATED LOGIC SYSTEMS, INC.
Introduction........................................................................................................F-13
Pro Forma Combined, Condensed Balance Sheet - December 31, 1999 (Unaudited).........................................F-14
Pro Forma Combined, Condensed Statement of Operations - For the Twelve Months Ended
December 31, 1999 (Unaudited)..............................................................................F-15
Pro Forma Combined, Condensed Statement of Operations - For the Twelve Months Ended
December 31, 1998 (Unaudited)..............................................................................F-16
Notes to Combined, Condensed Financial Information (Unaudited)......................................................F-17
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders
Integrated Logic Systems, Inc.
Colorado Springs, Colorado
We have audited the accompanying balance sheet of Integrated Logic Systems, Inc.
as of December 31, 1999 and the related statements of operations, changes in
shareholder's equity and cash flows for each of the years in the two-year period
ended December 31, 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Integrated Logic Systems, Inc.
as of December 31, 1999, and the results of its operations and its cash flows
for each of the years in the two-year period ended December 31, 1999, in
conformity with general accepted accounting principles.
/S/ Hein + Associates LLP
HEIN + ASSOCIATES LLP
Denver, Colorado
May 19, 2000
F-2
<PAGE>
<TABLE>
<CAPTION>
INTEGRATED LOGIC SYSTEMS, INC.
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
------
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 7,019
Accounts receivable - trade, no allowance considered necessary 96,407
Inventory 67,128
Prepaid expenses and other 2,315
--------
Total current assets 172,869
EQUIPMENT AND FURNITURE, net 55,829
--------
TOTAL ASSETS $228,698
========
LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 82,851
Accrued expenses 13,689
Accrued wages 5,295
Notes payable - short-term 31,142
--------
Total current liabilities 132,977
--------
NOTE PAYABLE TO RELATED PARTY LONG-TERM 100,000
--------
Total liabilities 232,977
SHAREHOLDER'S EQUITY:
Common stock, $.0001 par value; 1,000,000 shares authorized,
1,000,000 shares issued and outstanding 100
Additional paid-in capital 48,378
Accumulated deficit (52,757)
--------
Total shareholder's equity (4,279)
--------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $228,698
========
See accompanying notes to these financial statements.
</TABLE>
F-3
<PAGE>
INTEGRATED LOGIC SYSTEMS, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED
DECEMBER 31,
----------------------------
1999 1998
----------- -----------
NET SALES $ 703,588 $ 324,278
Cost of sales 389,951 173,382
----------- -----------
GROSS MARGIN 313,637 150,896
OPERATING EXPENSES:
General and administrative 38,223 24,282
Research and development costs 236,025 127,876
Sales and marketing 98,684 23,592
----------- -----------
Total operating expenses 372,932 175,750
----------- -----------
LOSS FROM OPERATIONS (59,295) (24,854)
----------- -----------
OTHER INCOME (EXPENSE):
Other income 497 5,327
Interest expense (12,925) (8,231)
Net gains on securities 3,499 365
----------- -----------
Total other income (expense) (8,929) (2,539)
----------- -----------
NET LOSS $ (68,224) $ (27,393)
=========== ===========
See accompanying notes to these financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
INTEGRATED LOGIC SYSTEMS, INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
Common Stock Additional Total
----------------------- Paid-in Accumulated Shareholders'
Shares Amount Capital Deficit Equity
---------- ---------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
BALANCES, January 1, 1998 1,000,000 $100 $48,378 $ 42,860 $ 91,338
Net loss - - - (27,393) (27,393)
--------- ---- ------- -------- --------
BALANCES, December 31, 1998 1,000,000 100 48,378 15,467 63,945
Net loss - - - (68,224) (68,224)
--------- ---- ------- -------- --------
BALANCES, December 31, 1999 1,000,000 $100 $48,378 $(52,757) $ (4,279)
========= ==== ======= ======== ========
</TABLE>
See accompanying notes to these financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
INTEGRATED LOGIC SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED
DECEMBER 31,
-----------------------------
1999 1998
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (68,224) $ (27,393)
Adjustments to reconcile net income to net cash from
operating activities:
Depreciation and amortization 46,593 25,997
Unrealized gain of securities 6,930 13,570
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable (39,809) (50,934)
Investments 13,146 40,060
Inventory (10,002) (32,087)
Prepaid expenses and other 8,159 (10,125)
Increase (decrease) in:
Accounts payable 22,647 57,088
Accrued expenses (31,851) 39,190
----------- -----------
Net cash used in operating activities (52,411) 55,366
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITY:
Purchase of equipment and furniture (47,122) (17,188)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line-of-credit and the issuance of note 142,000 60,000
Payments on bank overdraft - (23,316)
Payments on notes payable (99,614) (23,301)
----------- -----------
Net cash provided in financing activities 42,386 13,383
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (57,147) 51,561
CASH AND CASH EQUIVALENTS, beginning of year 64,166 12,605
----------- -----------
CASH AND CASH EQUIVALENTS, end of year $ 7,019 $ 64,166
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 12,925 $ 8,231
=========== ===========
</TABLE>
See accompanying notes to these financial statements.
F-6
<PAGE>
INTEGRATED LOGIC SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------------------
NATURE OF BUSINESS OPERATIONS - Integrated Logic Systems, Inc. (the
"Company") has been involved in the design, development, and production of
gate array integrated circuits since it commenced business operations in
1983. During 1998, sales of the Company's products were primarily in the
United States; during 1999, sales expanded into the Far East. Products are
used in applications such as computer displays and telecommunications. In
1994, the Company went into Chapter 11 and was reorganized in 1995. As a
result of a creditor obtaining 100% control of the Company for relief of
debt, the Company accounted for the reorganization under "Fresh Start"
reporting. Therefore, all assets and liabilities were adjusted to their
fair market value and net equity recorded as common stock and additional
paid-in capital.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid
investments with an original maturity of three months or less to be cash
equivalents.
TRADING SECURITIES - The cost of trading securities in computing realized
gains or losses is determined by the specific identification method. The
change in net unrealized holding gains or losses on trading securities that
have been charged to operations for 1999 and 1998 were $6,930 and $13,570,
respectively. Realized losses for 1999 and 1998 were $3,431 and $13,205,
respectively. There were no trading securities as of December 31, 1999.
REVENUE RECOGNITION - Product sales revenue is recognized when a valid
purchase order has been received and the products are shipped to customers,
including distributors and collection is reasonably assured.
INVENTORY - The Company records inventory using the lower of cost
(first-in, first-out) or market. Inventory at December 31, 1999 includes:
Raw materials $12,044
Work in process 12,739
Finished goods 42,345
-------
$67,128
DEPRECIATION - Equipment and furniture are recorded at cost. Depreciation
is provided over the assets' estimated useful lives of three to seven years
using the straight-line and accelerated methods. The cost and accumulated
depreciation of furniture and equipment sold or otherwise disposed of are
removed from the accounts and the resulting gain or loss is included in
operations. Maintenance and repairs are charged to operations as incurred
and betterments are capitalized.
RESEARCH AND DEVELOPMENT COSTS - Research and development costs are charged
to operations in the period incurred.
F-7
<PAGE>
INTEGRATED LOGIC SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
ACCOUNTING ESTIMATES - The preparation of financial statements in
conformity generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and the accompanying notes. The actual results could
differ from those estimates. The Company's financial statements are based
upon a number of significant estimates, including the technological
obsolescence of inventories, and the valuation allowance on the deferred
tax assets. Due to the uncertainties inherent in the estimation process, it
is at least reasonably possible that the estimates for these items could be
further revised in the near term and such revisions could be material.
IMPAIRMENT OF LONG-LIVED ASSETS - In the event that facts and circumstances
indicate that the cost of assets or other assets may be impaired, an
evaluation of recoverability would be performed. If an evaluation is
required, the estimated future undiscounted cash flows associated with the
asset would be compared to the asset's carrying amount to determine if a
write-down to market value or discounted cash flow value is required.
INCOME TAXES - The Company accounts for income taxes under the liability
method of SFAS No. 109, whereby current and deferred tax assets and
liabilities are determined based on tax rates and laws enacted as of the
balance sheet date. Deferred tax expense represents the change in the
deferred tax asset/liability balance. Valuation allowances are recorded for
deferred tax assets that are not expected to be realized.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS - SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, was issued in June 1998.
This statement establishes accounting and reporting standards for
derivative instruments and for hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair
value. This statement is effective for the Company's financial statements
for the year ended December 31, 2001 and the adoption of this standard is
not expected to have a material effect on the Company's financial
statements.
2. EQUIPMENT AND FURNITURE:
-----------------------
Equipment and furniture at December 31, 1999 consists of the following:
Office furniture and equipment $ 38,896
Test equipment 52,582
Design equipment 191,011
Computer software 209,313
---------
491,802
Less accumulated depreciation and amortization (435,973)
---------
$ 55,829
=========
Depreciation expense of $46,593 and $25,997 was charged to operations for
the years ended December 31, 1999 and 1998, respectively.
F-8
<PAGE>
INTEGRATED LOGIC SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
3. NOTES PAYABLE - SHORT-TERM:
--------------------------
<TABLE>
<CAPTION>
Notes payable consists of the following:
<S> <C>
Note payable due in monthly interest and principle payments at 9.5%. The
last principle and interest payment is on September 15, 2000. The note is
collateralized by the underlying assets of the note. $ 5,981
Note payable under the Company reorganization plan due in annual payments
of $5,000 starting on September 15, 1995 with no interest. The legal entity
serving as the trustee for these creditors was dissolved in 1995 and all
payments marving the trustee by the Company have been returned. 20,000
Final settlement under the Company reorganization plan for unsecured
creditors. Payments are due annually and are based upon gross income
calculation with a gross annual minimum payment of $10,000 for four years
commencing in April 1996. Amount is net of settlements with creditors. 5,161
--------
$ 31,142
========
4. NOTE PAYABLE TO RELATED PARTY:
-----------------------------
Note payable - related parties consists of the following:
Unsecured note payable due on June 30, 2001 to sole shareholder with
interest at 12% per annum. Interest payable monthly and principle due on
June 30, 2001. $100,000
========
</TABLE>
5. REVOLVING LINE-OF-CREDIT AND LETTER-OF-CREDIT:
---------------------------------------------
As of December 31, 1999, the Company had a $25,000 revolving line-of-credit
(LOC). The LOC bears interest at prime plus 2% (10.5% at December 31,
1999). The LOC matured in February 2000 when it was increased to $50,000
and extended to February 2001. The LOC is also guaranteed by the sole
shareholder and is collateralized by all of the assets of the Company. At
December 31, 1999, the Company had no balance outstanding.
F-9
<PAGE>
INTEGRATED LOGIC SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
6. SIGNIFICANT CONCENTRATION OF CREDIT RISK, MAJOR CUSTOMERS, AND OTHER RISKS
---------------------------------------------------------------------------
AND UNCERTAINTIES:
-----------------
Sales of products to foreign customers in the Far East for the years ended
December 31, 1999 and 1998 as a percentage of sales were 32% and 8%,
respectively.
Sales to unaffiliated customers which represent 10% or more of the
Company's sales for the years ended December 31, 1999 and 1998 were as
follows (as a percentage of sales):
Customer 1999 1998
-------- ---------- ----------
A 13% 16%
B 0% 16%
C 0% 15%
D 0% 10%
E 0% 11%
F 11% 0%
G 17% 0%
H 20% 0%
The Company frequently sells large quantities of inventory to its
customers. At December 31, 1999, the Company had gross trade receivables
totaling $34,900 due from 4 customers.
In 1999 and 1998, the Company purchased all of its wafers from a single
supplier located in Taiwan. Approximately 100% of the Company's sales for
1999 and 1998 were from finished units produced from these wafers. The
Company had an agreement with this supplier to provide wafers through
September 1996. This agreement has not been extended or terminated,
however, this supplier still provides wafers to the Company. Any
disruptions in the Company's relationships with this supplier could have an
adverse impact on the Company's operating results. Assuming an alternate
manufacturer of the Company's products could be procured, management
believes there could be significant delays in manufacturing while the
manufacturer incorporates the Company's products and processes.
F-10
<PAGE>
INTEGRATED LOGIC SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
7. INCOME TAXES:
------------
Under SFAS No. 109, deferred taxes result from temporary differences
between the financial statement carrying amounts and the tax bases of
assets and liabilities. The components of deferred taxes are as follows:
Deferred Tax
Assets (Liability)
------------------
Current:
Prepaids $ 4,000
Accrued expenses 2,000
----------
Total current 6,000
Valuation allowance (6,000)
----------
Total current deferred tax $ -
==========
Non-current:
Net operating losses $2,575,000
Valuation allowance (2,575,000)
----------
Total non-current deferred tax asset $ -
==========
The net current and non-current deferred tax assets have a 100% valuation
allowance resulting from the inability to predict sufficient future taxable
income to utilize the assets. The valuation allowance for 1999 and 1998
decreased $5,000 and increased $21,000, respectively.
At December 31, 1999, the Company has approximately $6,900,000 available in
net operating loss carryforwards which begin to expire from 2005 to 2019. A
substantial portion of the net operating loss may be subject to 382
limitations.
Total income tax expense for 1999 and 1998 differed from the amounts
computed by applying the U.S. Federal statutory tax rates to pre-tax income
as follows:
<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Statutory rate 34% 34%
State income taxes, net of Federal income tax benefit 3.3% 3.3%
Increase (reduction) in valuation allowance
related to of net operating loss carryforwards
and change in temporary differences (37.3%) (37.3%)
------ ------
- % - %
====== ======
</TABLE>
F-11
<PAGE>
8. SUBSEQUENT EVENTS:
-----------------
Effective May 9, 2000, 100% of the Company's common stock was acquired by
Simtek Corporation, a publicly quoted provider of nonvolatile semiconductor
products, in a share for share exchange. The sole shareholder of the
Company received a total of 3,000,000 Simtek Corporation common shares in
exchange for his shares in the Company. The merger will be accounted for as
a pooling of interest.
F-12
<PAGE>
SIMTEK CORPORATION AND
INTEGRATED LOGIC SYSTEMS, INC.
PRO FORMA COMBINED, CONDENSED FINANCIAL INFORMATION
INTRODUCTION
The following unaudited pro forma combined, condensed financial statements are
presented for illustrative purposes only and are not necessarily indicative of
the combined financial position or results of operations of future periods or
the results that actually would have been realized had Simtek Corporation (the
"Company") and Integrated Logic Systems, Inc. been a combined entity during the
specified periods. The pro forma combined, condensed financial statements,
including the notes thereto, are qualified in their entirety by reference to,
and should be read in conjunction with, the historical consolidated financial
statements of the Company and the financial statements of Integrated Logic
Systems, Inc., including the notes thereto, included elsewhere in this document
or in prior filings with the Securities and Exchange Commission.
The following pro forma combined, condensed financial statements give effect to
the proposed merger of the Company and Integrated Logic Systems, Inc. using the
pooling of interests method of accounting. The pro forma combined, condensed
financial statements are based on the respective historical audited financial
statements and the notes thereto of the Company and Integrated Logic Systems,
Inc.
The pro forma combined, condensed balance sheet for the year ended December 31,
1999, assumes that the merger took place December 31, 1999 and combines the
Company's December 31, 1999 balance sheet and Integrated Logic Systems, Inc.'s
December 31, 1999 balance sheet.
The pro forma combined, condensed statements of operations for the years ended
December 31, 1999 and 1998, assumes that the merger took place January 1, 1998
and combines the Company's statements of operations for the years ended December
31, 1999 and 1998 and Integrated Logic Systems, Inc.'s statements of operations
for those same years.
F-13
<PAGE>
<TABLE>
<CAPTION>
SIMTEK CORPORATION AND
INTEGRATED LOGIC SYSTEMS, INC.
PRO FORMA, COMBINED, CONDENSED BALANCE SHEET
DECEMBER 31, 1999
(UNAUDITED)
Integrated
Logic
Systems, Pro Forma
Simtek Inc. Adjustments Combined
------------ ----------- ------------ ------------
ASSETS
------
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 2,173,592 $ 7,019 $ 2,180,611
Restricted certificate of deposits 400,000 - 400,000
Accounts receivable - trade, net of allowance for doubtful 1,050,219 96,407 1,146,626
accounts and return allowances of $45,271
Inventory 916,692 67,128 983,820
Prepaid expenses and other 33,802 2,315 36,117
Total current assets ------------ --------- ------------
4,574,305 172,869 4,747,174
EQUIPMENT AND FURNITURE, net 440,654 55,829 496,483
OTHER ASSETS: 49,425 - 49,425
------------ --------- ------------
TOTAL ASSETS $ 5,064,384 $ 228,698 $ 5,293,082
============ ========= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 731,651 $ 82,851 $ 814,502
Accrued expenses 155,479 13,689 62,000 (a) 231,168
Accrued wages 223,012 5,295 228,307
Accrued vacation payable 83,688 - 83,688
Obligation under capital leases 51,115 - 51,115
Notes payable short-term - 31,142 31,142
Payable to ZMD 130,153 - 130,153
------------ --------- ------------
1,375,098 132,977 1,570,075
Convertible debentures 1,500,000 - 1,500,000
Notes payable - 100,000 100,000
Obligations under capital leases 190,544 - 190,544
------------ --------- ------------
Total liabilities 3,065,642 232,977 3,360,619
COMMITMENTS (Note 6)
STOCKHOLDERS' EQUITY:
Common stock 289,552 100 29,900 (b) 319,552
Additional paid-in capital 29,793,041 48,378 (29,900)(b) 29,811,519
Accumulated deficit (28,083,851) (52,757) (62,000)(a) (28,198,608)
------------ --------- ------------
Total stockholers' equity 1,998,742 (4,279) 1,932,463
------------ --------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,064,384 $ 228,698 $ 5,293,082
============ ========= ============
See notes to pro forma combined, condensed financial information.
</TABLE>
F-14
<PAGE>
<TABLE>
<CAPTION>
SIMTEK CORPORATION AND
INTEGRATED LOGIC SYSTEMS, INC.
PRO FORMA COMBINED, CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1999
(UNAUDITED)
Integrated
Logic
Systems, Pro Forma
Simtek Inc. Adjustments Combined
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
NET SALES: $ 6,992,388 $ 703,588 $ 7,695,976
Cost of sales 4,328,744 389,951 4,718,695
----------- ----------- -----------
GROSS MARGIN: 2,663,644 313,637 2,977,281
OPERATING EXPENSES:
Research and development costs 1,272,836 236,025 1,508,861
Sales and marketing 812,065 98,684 910,749
General and administrative 406,631 38,223 444,854
----------- ----------- -----------
Total operating expenses 2,491,532 372,932 2,864,464
INCOME (LOSS) FROM OPERATIONS 172,112 (59,295) 112,817
----------- ----------- -----------
OTHER INCOME (EXPENSE):
Interest income 96,942 - 96,942
Other income 1,678 497 2,175
Gain of securities - 3,499 3,499
Interest expense (138,477) (12,925) (151,402)
----------- ----------- -----------
Total other income (expense) (39,857) (8,929) (48,786)
----------- ----------- -----------
NET INCOME (LOSS) $ 132,255 $ (68,224) $ 64,031
========== =========== ===========
NET INCOME PER COMMON SHARE:
Basic $ - $ - $ -
========== =========== ===========
Diluted $ - $ - $ -
========== =========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic 31,923,966(c)
===========
Diluted 31,923,966(c)
===========
See notes to pro forma combined, condensed financial information.
</TABLE>
F-15
<PAGE>
<TABLE>
<CAPTION>
SIMTEK CORPORATION AND
INTEGRATED LOGIC SYSTEMS, INC.
PRO FORMA COMBINED, CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(UNAUDITED)
Integrated
Logic
Systems, Pro Forma
Simtek Inc. Adjustments Combined
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
NET SALES: $ 6,180,550 $ 324,278 $ 6,504,828
Cost of sales 3,477,861 173,382 3,651,243
----------- ----------- -----------
GROSS MARGIN: 2,702,689 150,896 2,853,585
OPERATING EXPENSES:
Research and development costs 1,380,649 127,876 1,508,525
Sales and marketing 803,868 23,592 827,460
General and administrative 486,718 24,282 511,000
Total operating expenses ----------- ----------- -----------
2,671,235 175,750 2,846,985
INCOME FROM OPERATIONS 31,454 (24,854) 6,600
----------- ----------- -----------
OTHER INCOME (EXPENSE):
Interest income 78,587 - 78,587
Other income 128,906 5,327 134,233
Gain of securities - 365 365
Interest expense (76,166) (8,231) (84,397)
----------- ----------- -----------
Total other income (expense) 131,327 (2,539) 128,788
----------- ----------- -----------
NET INCOME (LOSS) $ 162,781 $ (27,393) $ 135,388
=========== =========== ===========
NET INCOME PER COMMON SHARE:
Basic $ .01 $ - $ -
=========== =========== ===========
Diluted $ .01 $ - $ -
=========== =========== ===========
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING:
Basic 31,727,276
===========
Diluted 33,250,334
===========
See notes to pro forma combined, condensed financial information.
</TABLE>
F-16
<PAGE>
SIMTEK CORPORATION AND
INTEGRATED LOGIC SYSTEMS, INC
NOTE TO COMBINING, CONDENSED FINANCIAL INFORMATION
(UNAUDITED)
(a) Accrued for estimated costs of the transaction to the Company and
Integrated Logic Systems, Inc.
(b) To reflect the issuance of 3,000,000 shares in Simtek Corporation as the
purchase consideration for the acquisition of the Integrated Logic Systems,
Inc.
(c) The pro forma number of common shares and common equivalent shares
outstanding represents the historical weighted average shares outstanding
of Simtek common stock in addition to the number of shares assumed to be
issued in exchange for the common stock of Integrated Logic Systems, Inc.
F-17
