UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 30, 2003.
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________ to ______________
Commission File Number: 000-30615
SIRENZA MICRODEVICES, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
77-0073042 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 522 Almanor Avenue, Sunnyvale, CA |
94085 | |
| (Address of principal executive offices) |
(Zip Code) |
(408) 616-5400
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) had been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ¨ No x
As of April 27, 2003 there were 30,014,340 shares of registrant’s Common Stock outstanding.
INDEX
| Page | ||||
| Part I. Financial Information |
||||
| Item 1. |
3 | |||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
14 | ||
| Item 3. |
28 | |||
| Item 4. |
28 | |||
| Part II. Other Information |
||||
| Item 1. |
29 | |||
| Item 2. |
29 | |||
| Item 3. |
29 | |||
| Item 4. |
29 | |||
| Item 5. |
29 | |||
| Item 6. |
29 | |||
| 31 | ||||
| 32 | ||||
2
Part I. Financial Information
SIRENZA MICRODEVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
| March 31, 2003 |
December 31, 2002 |
|||||||
| (unaudited) |
||||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ |
8,240 |
|
$ |
12,874 |
| ||
| Short-term investments |
|
13,982 |
|
|
8,996 |
| ||
| Accounts receivable, net |
|
2,138 |
|
|
1,577 |
| ||
| Inventories |
|
3,788 |
|
|
2,719 |
| ||
| Loans to Vari-L |
|
4,668 |
|
|
3,417 |
| ||
| Other current assets |
|
1,139 |
|
|
1,184 |
| ||
| Total current assets |
|
33,955 |
|
|
30,767 |
| ||
| Property and equipment, net |
|
6,023 |
|
|
6,686 |
| ||
| Long-term investments |
|
4,514 |
|
|
9,025 |
| ||
| Investment in GCS |
|
4,600 |
|
|
4,600 |
| ||
| Vari-L acquisition costs and other assets |
|
1,915 |
|
|
1,427 |
| ||
| Acquisition related intangibles, net |
|
675 |
|
|
722 |
| ||
| Goodwill |
|
708 |
|
|
737 |
| ||
| Total assets |
$ |
52,390 |
|
$ |
53,964 |
| ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ |
1,965 |
|
$ |
1,714 |
| ||
| Accrued expenses |
|
2,634 |
|
|
2,790 |
| ||
| Deferred margin on distributor inventory |
|
1,797 |
|
|
2,028 |
| ||
| Accrued restructuring |
|
1,659 |
|
|
1,853 |
| ||
| Capital lease obligations, current portion |
|
342 |
|
|
459 |
| ||
| Total current liabilities |
|
8,397 |
|
|
8,844 |
| ||
| Capital lease obligations |
|
105 |
|
|
143 |
| ||
| Commitments and contingencies |
||||||||
| Stockholders’ equity: |
||||||||
| Common stock |
|
30 |
|
|
30 |
| ||
| Additional paid-in capital |
|
129,112 |
|
|
129,104 |
| ||
| Deferred stock compensation |
|
(585 |
) |
|
(772 |
) | ||
| Treasury stock, at cost |
|
(165 |
) |
|
(165 |
) | ||
| Accumulated deficit |
|
(84,504 |
) |
|
(83,220 |
) | ||
| Total stockholders’ equity |
|
43,888 |
|
|
44,977 |
| ||
| Total liabilities and stockholders’ equity |
$ |
52,390 |
|
$ |
53,964 |
| ||
See accompanying notes.
3
SIRENZA MICRODEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
| Three Months Ended |
||||||||
| March 31, 2003 |
March 31, 2002 |
|||||||
| Net revenues |
$ |
5,799 |
|
$ |
4,870 |
| ||
| Cost of revenues: |
||||||||
| Cost of product revenues |
|
2,758 |
|
|
1,680 |
| ||
| Amortization of deferred stock compensation |
|
23 |
|
|
31 |
| ||
| Total cost of revenues |
|
2,781 |
|
|
1,711 |
| ||
| Gross profit |
|
3,018 |
|
|
3,159 |
| ||
| Operating expenses: |
||||||||
| Research and development (exclusive of amortization of deferred stock compensation of $36 and $48 for the three months ended March 31, 2003 and 2002, respectively) |
|
1,709 |
|
|
1,662 |
| ||
| Sales and marketing (exclusive of amortization of deferred stock compensation of $47 and $60 for the three months ended March 31, 2003 and 2002, respectively) |
|
1,256 |
|
|
1,133 |
| ||
| General and administrative (exclusive of amortization of deferred stock compensation of $81 and $100 for the three months ended March 31, 2003 and 2002, respectively) |
|
1,236 |
|
|
1,155 |
| ||
| Amortization of deferred stock compensation |
|
164 |
|
|
208 |
| ||
| Amortization of acquisition related intangible assets |
|
48 |
|
|
— |
| ||
| Total operating expenses |
|
4,413 |
|
|
4,158 |
| ||
| Loss from operations |
|
(1,395 |
) |
|
(999 |
) | ||
| Interest expense |
|
13 |
|
|
20 |
| ||
| Interest and other income, net |
|
124 |
|
|
267 |
| ||
| Loss before taxes |
|
(1,284 |
) |
|
(752 |
) | ||
| Provision for income taxes |
|
— |
|
|
— |
| ||
| Net loss |
$ |
(1,284 |
) |
$ |
(752 |
) | ||
| Basic and diluted net loss per share |
$ |
(0.04 |
) |
$ |
(0.03 |
) | ||
| Shares used to compute basic and diluted net loss per share |
|
30,008 |
|
|
29,780 |
| ||
See accompanying notes.
4
SIRENZA MICRODEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended |
||||||||
| March 31, 2003 |
March 31, 2002 |
|||||||
| Operating Activities |
||||||||
| Net loss |
$ |
(1,284 |
) |
$ |
(752 |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Depreciation and amortization |
|
836 |
|
|
684 |
| ||
| Amortization of deferred stock compensation |
|
187 |
|
|
239 |
| ||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
|
(561 |
) |
|
(463 |
) | ||
| Inventories |
|
(1,069 |
) |
|
(119 |
) | ||
| Other assets |
|
35 |
|
|
126 |
| ||
| Accounts payable |
|
251 |
|
|
38 |
| ||
| Accrued expenses |
|
(499 |
) |
|
(354 |
) | ||
| Accrued restructuring |
|
(194 |
) |
|
(175 |
) | ||
| Deferred margin on distributor inventory |
|
(231 |
) |
|
(569 |
) | ||
| Net cash used in operating activities |
|
(2,529 |
) |
|
(1,345 |
) | ||
| Investing Activities |
||||||||
| Sales/maturities (purchases) of available-for-sale securities, net |
|
(475 |
) |
|
7,192 |
| ||
| Purchases of property and equipment |
|
(125 |
) |
|
(143 |
) | ||
| Purchase of Xemod, net of cash received |
|
28 |
|
|
— |
| ||
| Vari-L loans and acquisition costs, net of amounts accrued |
|
(1,386 |
) |
|
— |
| ||
| Investment in GCS |
|
— |
|
|||||