SEC FILE NUMBER 0-26944 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): ý Form 10-K | ¨ Form 20-F | ¨ Form 11-K | ¨ Form 10-Q | |
¨ Form N-SAR | ¨ Form N-CSR | |||
For Period Ended: December 31, 2004
¨ | Transition Report on Form 10-K | ¨ | Transition Report on Form 10-Q |
¨ | Transition Report on Form 20-F | ¨ | Transition Report on Form N-SAR |
¨ | Transition Report on Form 11-K |
|
|
For the Transition Period Ended: ___________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type. |
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
________________________________________________________________________
PART I -- REGISTRANT INFORMATION |
Silicon Storage Technology, Inc. (Full Name of Registrant) |
N/A (Former Name if Applicable) |
1171 Sonora Court (Address of Principal Executive Office (Street and Number)) |
Sunnyvale, CA 94086 (City, State and Zip Code) |
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
ý | (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F,11-K Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10- Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report portion thereof, could not be filed within the prescribed time period.
Silicon Storage Technology, Inc. (the "Company") is still in the process of completing its year- end financial statements, including the additional disclosure requirements related to the acquisition of G-Plus, and additional internal control procedures and testing under Section 404 of the Sarbanes-Oxley Act of 2002, and therefore is unable to file its Form 10-K for the year ended December 31, 2004 (the "Form 10-K") in the prescribed time period without unreasonable effort and expense. The Company expects to file the Form 10-K no later than the fifteenth calendar day following the prescribed due date, as permitted by Rule 12b-25.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
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Jack K. Lai (Name) | 408 (Area Code) | 735-9110 (Telephone Number) |
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ý Yes ¨ No
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ý Yes ¨ No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
SST's results of operations to be reflected in the financial statements in the Form 10-K will be consistent with the financial statements attachment hereto. SST's net revenues for the year ended December 31, 2004 were $449.2 million compared with $295.0 million for the year ended December 31, 2003. SST's net income for the year ended December 31, 2004 was $23.9 million, or $0.24 per share based on approximately 99.1 million diluted shares compared with a net loss of $65.2 million or a loss of $0.69 per share based on approximately 94.7 million diluted shares outstanding for the year ended December 31, 2003.
Sarbanes-Oxley Act of 2002 Section 404
During the audit of the year ended December 31, 2004, PricewaterhouseCoopers LLP, the Company's independent registered public accounting firm, identified an error in the recording of the inventory reserve as of December 31, 2004, which resulted in a material audit adjustment. The Company's management believes that the error was a result of insufficient controls over the preparation and review of manual journal entries due to insufficient accounting and finance personnel resources under the heavy load to meet Sarbanes-Oxley requirements combined with a high level of recent employee turnover. This control deficiency constituted a material weakness in internal control. The audit adjustment was recorded and reflected in financial information previously reported in the Company's financial press release dated January 26, 2005.
As a result of this material weakness, management expects to conclude in the Form 10-K that internal controls over financial reporting were not effective as of December 31, 2004, and accordingly PricewaterhouseCoopers LLP is expected to issue an adverse opinion with respect to the Company's internal control over financial reporting. Management and PricewaterhouseCoopers LLP, are still completing their assessment of internal controls and additional control deficiencies may be identified.
In response to this material weakness, the Company has recently hired new senior accounting personnel and is in the process of hiring additional finance and accounting personnel. In addition, the Company intends to enhance its training programs for finance and accounting personnel.
Silicon Storage Technology, Inc. |
(Name of Registrant as Specified in Charter) |
Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date March 16, 2005 | By /s/ Jack K. Lai |
ATTACHMENT:
SILICON STORAGE TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Three months ended Year ended
December 31, December 31,
-------------------- --------------------
2003 2004 2003 2004
--------- --------- --------- ---------
(unaudited) (unaudited)
Net revenues:
Product revenues $ 82,351 $ 96,530 $ 256,529 $ 404,731
Technology licensing 12,866 7,534 38,512 44,467
--------- --------- --------- ---------
Total net revenues 95,217 104,064 295,041 449,198
--------- --------- --------- ---------
Cost of revenues 62,747 103,461 218,775 322,093
--------- --------- --------- ---------
Gross profit 32,470 603 76,266 127,105
--------- --------- --------- ---------
Operating expenses:
Research and development 10,334 9,748 43,144 46,904
Sales and marketing 5,840 6,834 22,272 28,295
General and administrative 4,110 5,455 14,398 18,292
Other non-recurring charges 1,371 5,896 37,849 7,375
--------- --------- --------- ---------
Total operating expenses 21,655 27,933 117,663 100,866
--------- --------- --------- ---------
Income (loss) from operations 10,815 (27,330) (41,397) 26,239
Interest and other income 420 405 2,784 2,295
Interest and other expense (29) (96) (138) (281)
Impairment of equity investments -- (11) -- (509)
Minority interest -- 133 -- 91
--------- --------- --------- ---------
Income (loss) before provision for
income taxes 11,206 (26,899) (38,751) 27,835
Provision for income taxes 2,101 26 26,416 3,906
--------- --------- --------- ---------
Net income (loss) $ 9,105 $ (26,925) $ (65,167) $ 23,929
========= ========= ========= =========
Net income (loss) per share - basic $ 0.10 $ (0.28) $ (0.69) $ 0.25
========= ========= ========= =========
Shares used in per share calculation 95,232 96,223 94,723 95,756
========= ========= ========= =========
Net income (loss) per share - diluted $ 0.09 $ (0.28) $ (0.69) $ 0.24
========= ========= ========= =========
Shares used in per share calculation 100,000 96,223 94,723 99,143
========= ========= ========= =========
SILICON STORAGE TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
December 31, December 31,
2003 2004
------------ ------------
(unaudited)
ASSETS
Current assets:
Cash, cash equivalents and short-term investments $ 185,194 $ 103,993
Trade accounts receivable, net 55,330 58,179
Inventories 46,120 156,618
Other current assets 13,232 16,049
------------ ------------
Total current assets 299,876 334,839
Equipment, furniture and fixtures, net 11,325 16,620
Long-term marketable securities 24,969 23,094
Other assets 60,191 112,178
Goodwill -- 15,600
------------ ------------
Total assets $ 396,361 $ 502,331
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LIABILITIES
Current liabilities:
Notes payable, current portion $ 393 $ 705
Trade accounts payable 47,507 89,155
Accrued expenses and other liabilities 11,911 30,593
Deferred revenue 3,630 2,388
------------ ------------
Total current liabilities 63,441 122,841
Other liabilities 1,423 1,307
Minority interest -- 2,199
------------ ------------
Total liabilities 64,864 126,347
SHAREHOLDERS' EQUITY
Common stock 345,384 358,605
Accumulated other comprehensive income 9,178 16,515
Retained earnings/(Accumulated deficit) (23,065) 864
------------ ------------
Total shareholders' equity 331,497 375,984
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Total liabilities and shareholders' equity $ 396,361 $ 502,331
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