8-K

UNITED STATES

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) November 1, 2004

SIMPLETECH, INC.

(Exact name of registrant as specified in charter)

California	000-31623	33-0399154
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3001 Daimler Street, Santa Ana, California	92705-5812
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (949) 476-1180

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. Results of Operations and Financial Condition.

On November 1, 2004, the Registrant reported its financial results for the third quarter of 2004. A copy of the press release issued by the Registrant on November 1, 2004 concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless the Registrant specifically incorporates the foregoing information into those documents by reference.

A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits.

The following exhibit is furnished as part of this report:

Exhibit Number	Description of Exhibit
99.1	Press Release of Registrant, dated November 1, 2004, reporting the Registrant’s financial results for the third quarter of 2004 (furnished and not filed herewith solely pursuant to Item 2.02).

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 thereunto duly authorized.

	SimpleTech, Inc.
Date: November 1, 2004	By:	/s/ Dan Moses
		Dan Moses
		Chief Financial Officer

Exhibit Index

Exhibit Number	Description of Exhibit
99.1	Press Release of Registrant, dated November 1, 2004, reporting the Registrant’s financial results for the third quarter of 2004 (furnished and not filed herewith solely pursuant to Item 2.02).

EX-99.1

Exhibit 99.1

Contact:

Investors & Financial Media:	Media:
Mitch Gellman	Elaine Marshall
(949) 260-8328	(949) 260-8219
ir@simpletech.com	emarshall@simpletech.com

SIMPLETECH ANNOUNCES THIRD QUARTER 2004 RESULTS

SEQUENTIAL STACKING REVENUE NEARLY DOUBLES AND GROSS MARGIN EXPANDS AS COMPANY EXPANDS ITS PROFITABILITY

November 1, 2004 — Santa Ana, Calif. — SimpleTech, Inc. (Nasdaq:STEC), a designer, manufacturer and marketer of custom and open-standard memory solutions based on Flash memory and DRAM technologies, today announced its financial results for the third quarter and the nine months ended September 30, 2004.

During the third quarter of 2004, SimpleTech achieved the following financial results:

• Increased revenue by 33% to $75.0 million from $56.5 million in the prior quarter;

• Expanded gross margin to 17.9% from 14.6% in the prior quarter;

• Increased stacking memory revenue to $33.9 million from $17.2 million in the prior quarter;

• Improved operating leverage leading to an increase in operating margin to 6.4% from 1.8% in the prior quarter;

• Improved quarterly inventory turn days to 38 days from 60 days in the prior quarter; and

• Improved quarterly accounts receivable turn days to 37 days from 45 days in the prior quarter.

Revenues for the third quarter of 2004 were $75.0 million, an increase of 33% from $56.5 million for the second quarter of 2004, and an increase of 30% from $57.5 million for the third quarter of 2003.

Gross margin increased from 14.6% in the second quarter of 2004 to 17.9% in the third quarter of 2004, due primarily to improved inventory turns, greater absorption of manufacturing costs and greater access to competitively-priced components during the third quarter of 2004 compared to the second quarter of 2004.

Income per diluted share for the third quarter of 2004 was $0.06, compared to income per diluted share from continuing operations of $0.02 for the second quarter of 2004 and $0.04 for the third quarter of 2003. Cash, cash equivalents and short-term marketable securities remained relatively flat at $75.6 million at September 30, 2004 compared to $77.8 million at June 30, 2004. Order backlog increased from $11.0 million at June 30, 2004 to $13.0 million at September 30, 2004. During the third quarter of 2004, the Company repurchased 749,309 shares of common stock under its previously announced stock repurchase program at an average price, including commissions, of $3.56 per share.

Business Segments

Consumer and OEM Divisions

Revenues from Consumer Division customers comprised 48% of total revenues in the third quarter of 2004 compared to 58% in the second quarter of 2004. Revenues from OEM Division customers comprised 52% of total revenues in the third quarter of 2004 compared to 42% in the second quarter of 2004. The increase in OEM Division revenues resulted primarily from growth in the OEM stacking memory business. The OEM Division’s stacking memory business nearly doubled in the third quarter of 2004 due to greater customer demand and market share gains at existing customers in the server and telecom sectors.

Business Outlook

“The initiatives we commenced in the second quarter of 2004 to streamline our operating expenses, coupled with significant market share gains in our stacking memory business, led to greater profitability in the third quarter of 2004,” said Manouch Moshayedi, Chief Executive Officer of SimpleTech. “We believe that we have navigated our company into a position of strength and our outlook for the remainder of 2004 and 2005 is bright.

“We believe that changing industry dynamics will also bode well for the future growth and profitability of our business. In the past year, the NAND Flash market dynamics have been very challenging, evidenced by periods of component shortages and periods of aggressive retail price cutting. We have yet to fully realize the benefit of the emergence of new NAND Flash semiconductor providers who are expected to broaden our supply base. As new supply of NAND Flash chips comes on line in the next several quarters, we expect to benefit from improved access to competitively-priced components enabling us to target additional NAND Flash market opportunities.

“The DRAM industry continues to experience relative price stability and the outlook for 2005 from DRAM chip manufacturers continues to be positive. In the past five quarters, we have experienced a significant increase in demand for our stacking memory products from customers in the networking and server market sectors. Our high-capacity stacking memory products are used by our customers in their high-end switching equipment and enterprise servers where maximizing memory content in the device is a priority.

“I am also very pleased that we are able to report to you execution on some of the goals that we discussed in recent quarters, namely, increased revenues, expanded gross margin, and of course, increased profitability. Our third quarter 2004 revenues increased by approximately 33% over the prior quarter. Such significant top line growth often results in a net usage of cash due to increased working capital requirements, however, our cash position stayed relatively stable at approximately $76 million. Our inventory position was also relatively stable at approximately $26 million at the end of the third quarter of 2004.

“After growing revenues by more than 30% sequentially in the third quarter of 2004, we believe we will be able to maintain our market share gains achieved with our customers. We expect our revenues for the fourth quarter of 2004 to increase to a range from $76 million to $78 million. We expect diluted earnings per share for the fourth quarter of 2004 to a range from $0.06 to $0.07.”

Conference Call

SimpleTech, Inc. will hold an open conference call to discuss results for the third quarter of 2004. The call will take place today at 2:00 p.m., Pacific/5:00 p.m., Eastern. The call-in numbers for the conference are 1-800-781-3662 (United States and Canada) and 1-706-643-7710 (International).

Webcast

This call is being webcast by CCBN and can be accessed at www.simpletech.com, then click on “Investors Relations.”

About SimpleTech, Inc. (Nasdaq: STEC)

SimpleTech, Inc., designs, manufactures and markets custom and open-standard memory solutions based on Flash and DRAM memory technologies. Headquartered in Santa Ana, California, the company offers a comprehensive line of over 2,500 products and specializes in developing high-density memory modules, memory cards and storage drives. For information about SimpleTech, Inc., and to subscribe to the company’s “Email Alert” service, please visit our web site at www.simpletech.com, click “Investor Relations” and then Email Alert.

Safe Harbor

This release may contain forward-looking statements that involve risks and uncertainties, including, but not limited to, statements concerning our enthusiasm about our outlook for the remainder of 2004 and 2005, expected future growth and profitability due to changing industry dynamics, expected

benefits to our business and broaden supply base due to the emergence of new NAND Flash semiconductor providers, ability to benefit from improved access to competitively-priced components that will enable us to target additional NAND Flash market opportunities, positive outlook for 2005 from DRAM chip manufacturers; our ability to maintain market share gains, and revenue and earnings per share guidance for the fourth quarter of 2004. Actual results may differ materially from the results predicted. Important factors which could cause actual results to differ materially from those expressed or implied in the forward-looking statements are detailed under “Risk Factors” in filings with the Securities and Exchange Commission made from time to time by SimpleTech, including its Annual Report on Form 10-K, its quarterly reports on Form 10-Q, and its current reports on Form 8-K. Other factors that could cause our actual results to differ materially from those expressed or implied in the forward-looking statements include the following risks: the cost of raw materials may fluctuate widely in the future, the emergence of new NAND Flash semiconductor providers may not result in better access to competitively-priced components or allow us to target additional market opportunities, excess availability of DRAM or Flash memory could reduce component pricing resulting in lower average selling prices and gross profit, DRAM or Flash memory supply may tighten requiring suppliers to place their customers, including us, on limited component allocation, any interruption of or delay in supply from any of the semiconductor manufacturing facilities that supply products to us, higher than expected operating expenses, new and changing technologies may limit the applications of our products, our inability to become more competitive in new and existing markets, our inability to maintain and increase market share, difficulty competing in sectors characterized by aggressive pricing and low margins, higher than anticipated product returns, inventory write-downs, price protection and rebate charges, new customer and supplier relationships may not be implemented successfully and we may not repurchase any additional shares under our previously announced stock repurchase plan. SimpleTech undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.

SimpleTech, Inc.

Consolidated Balance Sheets

(in thousands)

(unaudited)

	September 30, 2004		December 31, 2003
ASSETS:
Current Assets:
Cash, cash equivalents and marketable securities	$	75,642	$	76,394
Accounts receivable, net of allowances of $1,157 at September 30, 2004 and $1,129 at December 31, 2003		36,432		33,036
Inventory, net		26,495		26,704
Deferred income taxes		2,582		1,087
Other current assets		1,238		2,236
Total current assets		142,389		139,457
Furniture, fixtures and equipment, net		6,718		9,263
Intangible assets		393		372
Deferred income taxes		3,527		4,577
Total assets	$	153,027	$	153,669
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Accounts payable	$	20,782	$	20,388
Accrued and other liabilities		4,206		4,957
Total liabilities		24,988		25,345
Shareholders’ Equity:
Common stock		47		48
Additional paid-in capital		120,995		122,777
Retained earnings		6,997		5,499
Total shareholders’ equity		128,039		128,324
Total liabilities and shareholders’ equity	$	153,027	$	153,669

SimpleTech, Inc.

Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2004		2003			2004			2003
			Revised - Note 1						Revised - Note 1
Net revenues	$	75,016	$	57,470		$	197,815		$	143,133
Cost of revenues		61,565		47,655			164,579			118,522
Gross profit		13,451		9,815			33,236			24,611
Sales and marketing		4,979		4,144			14,174			13,602
General and administrative		2,460		2,567			7,537			7,117
Research and development		1,192		613			3,005			1,812
Total operating expenses		8,631		7,324			24,716			22,531
Operating income		4,820		2,491			8,520			2,080
Interest and other, net		291		100			692			376
Income (loss) from continuing operations before provision (benefit) for income taxes		5,111		2,591			9,212			2,456
Provision (benefit) for income taxes		2,038		896			3,613			672
Income from continuing operations	$	3,073	$	1,695		$	5,599		$	1,784
Loss from discontinued operations before benefit for income taxes				(2,152	)		(7,115	)		(6,084	)
Benefit for income taxes				(855	)		(3,013	)		(2,398	)
Loss from discontinued operations			$	(1,297	)	$	(4,102	)	$	(3,686	)
Net (loss) income			$	398		$	1,497		$	(1,902	)
Net income (loss) per share:
Basic:
Continuing operations	$	0.06	$	0.04		$	0.12		$	0.05
Discontinued operations	$	—	$	(0.03	)	$	(0.09	)	$	(0.10	)
Total	$	0.06	$	0.01		$	0.03		$	(0.05	)
Diluted:
Continuing operations	$	0.06	$	0.04		$	0.11		$	0.04
Discontinued operations	$	—	$	(0.03	)	$	(0.08	)	$	(0.09	)
Total	$	0.06	$	0.01		$	0.03		$	(0.05	)
Shares used in computation of net income (loss) per share:
Basic		47,712		38,978			47,816			38,909
Diluted		48,730		42,015			49,609			40,534

Note 1 - We revised our previously issued consolidated financial statements for the quarter and nine months ended September 30, 2003. In the quarter ended September 30, 2003, the revision had no impact on revenues or gross profit, decreased operating expenses by $106,000 and increased increased net income by $65,000. In the nine months ended September 30, 2003, the revision had no impact on revenues, increased gross profit by $141,000, decreased operating expenses by $344,000 and reduced net loss by $290,000. For details regarding the revision, see Note 2 to our Consolidated Financial Statements in our 2003 Form 10-K, which was filed with the SEC on March 31, 2004.