<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 29, 1996 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 0-15858
IMP, Inc.
(Exact name of registrant as specified in its charter)
Delaware 94-2722142
(State or other jurisdiction (IRS Employer
of incorporation or Identification No.)
organization)
2830 North First Street, San Jose, CA 95134
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (408) 432-9100
_____________________________________
(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) has been
subject to such filing requirements for the past 90 days.
Yes X No ___
<PAGE> 2
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding at
Common Stock, $0.001 par value September 29, 1996
28,096,147
<PAGE> 3
IMP, Inc.
FORM 10-Q
SECOND QUARTER
INDEX
<TABLE>
<S> <C>
Part I: Financial Information (unaudited)
Page
Condensed Balance Sheet at 4
Sept 29, 1996 and March 31, 1996
Condensed Statement of 5
Operations for the three months ended
Sept 29, 1996 and Sept 24, 1995
Condensed Statement of 6
Operations for the six months ended
Sept 29, 1996 and Sept 24, 1995
Condensed Statement of Cash 7
Flows for the six months ended
Sept 29, 1996 and Sept 24, 1995
Notes to condensed financial 9
statements
Management's discussion and analysis of 11
financial condition and results of
operations
Part II: Other Information
Item 6, Exhibits and Reports on Form 8-K 15
Signatures 17
</TABLE>
<PAGE> 4
IMP, Inc.
CONDENSED BALANCE SHEET
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
ASSETS Sept. 29, March 31,
------ 1996 1996
---- ----
<S> <C> <C>
Current assets:
Cash and cash equivalents $8,934 $ 9,038
Accounts receivable - net 13,042 13,658
Inventories 7,882 10,302
Deposits and other current assets 1,317 491
----- ---
Total current assets 31,175 33,489
------ ------
Leasehold improvements and equipment 84,708 81,665
Accumulated depreciation (68,090) (64,496)
-------- --------
Net leasehold improvements and equipment 16,618 17,169
------ ------
Other long term assets 75 75
-- --
$47,868 $50,733
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Note payable $ -- $ 1,311
Trade accounts payable 9,259 6,175
Accrued payroll and related expenses 1,789 2,140
Other accrued liabilities 939 2,021
Current portion of capital
lease obligations and long term debt 4,989 4,662
----- -----
Total current liabilities 16,976 16,309
------ ------
Long-term capital lease
obligations and long term debt 11,804 8,979
------ -----
Stockholders' equity:
Common stock 29 29
Additional paid-in capital 70,218 69,052
Accumulated deficit (47,262) (39,739)
Treasury stock at cost (3,897) (3,897)
------- -------
Total stockholders' equity 19,088 25,445
------ ------
$47,868 $50,733
======= =======
</TABLE>
See notes to unaudited condensed financial statements
<PAGE> 5
IMP, Inc.
CONDENSED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
------------------
Sept. 29, Sept 24,
1996 1995
---- ----
<S> <C> <C>
Net revenues $18,211 $18,514
Cost of revenues 18,552 12,846
------ ------
Gross profit (loss) (341) 5,668
Operating expenses:
Research and development 2,894 2,164
Selling, general and administrative 4,554 2,060
Restructuring charges 1,862 --
----- --
Operating income (loss) (9,651) 1,444
------- -----
Interest:
Expense (416) (388)
Income 69 41
-- --
Net interest (347) (347)
----- -----
Income (loss) before provision for
income taxes (9,998) 1,097
Provision for income taxes -- 27
-- --
Net income (loss) $(9,998) $1,070
======== ======
Net income (loss) per share $ (.35) $ .04
========== =========
Shares used in computing
net income (loss) per share 28,434 28,005
====== ======
</TABLE>
See notes to unaudited condensed financial statements.
<PAGE> 6
IMP, Inc.
CONDENSED STATEMENT OF OPERATIONS
( In thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
---- -------------
Sept 29, Sept 24,
1996 1995
---- ----
<S> <C> <C>
Net revenues $41,736 $35,024
Cost of revenues 34,115 24,290
------ ------
Gross profit 7,621 10,734
Operating expenses:
Research and development 5,734 4,428
Selling, general and administrative 6,796 3,880
Restructuring charges 1,862 --
----- --
Operating income (loss) (6,771) 2,426
Interest:
Expense (814) (788)
Income 132 64
--- --
Net interest (682) (724)
Income (loss) before provision
for income taxes (7,453) 1,702
Provision for income taxes 70 39
-- --
Net income (loss) $(7,523) $1,663
======== ======
Net income (loss) per share $ (.26) $ .06
=========== ========
Shares used in computing
net income per share 28,619 27,674
====== ======
</TABLE>
See notes to unaudited consolidated condensed financial statements.
<PAGE> 7
IMP, Inc.
CONDENSED STATEMENT OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
----------------
Sept 29, Sept 24,
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $(7,523) $1,663
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization 3,594 2,806
Increase (decrease) from changes in:
Accounts receivable 616 413
Inventories 2,420 624
Deposits and other current assets (826) (367)
Trade accounts payable 3,084 (906)
Accrued payroll and related expenses (351) 210
Other current liabilities (1,082) 505
------- ---
Total adjustments 7,455 3,285
----- -----
Net cash (used for) provided by
operating activities (68) 4,948
Cash flows used for capital
expenditures (200) (950)
----- -----
Net cash used for investing activities (200) (950)
Cash flows from financing activities:
Proceeds from lease extension (payments
of principal under capital lease obligation)
net 309 (1,513)
Payments under line of credit (1,311) (3,500)
Proceeds from issuance of common stock 1,166 811
----- ---
Net cash (used for) provided by
financing activities 164 (4,202)
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C>
Net increase (decrease) in cash and cash
equivalents (104) (204)
Cash and cash equivalents at beginning of
the period 9,038 8,484
----- -----
Cash and cash equivalents at end of the
period 8,934 8,280
===== =====
Supplemental cash flow disclosures:
Interest $ 682 $ 724
Supplemental non cash disclosure:
Equipment under capital lease $ 2,843 --
</TABLE>
See notes to unaudited condensed financial statements.
<PAGE> 9
IMP, Inc.
NOTES TO CONDENSED FINANCIAL
STATEMENTS
(unaudited)
1. Basis of presentation
The accompanying unaudited interim condensed financial statements have
been prepared in conformity with generally accepted accounting
principles, consistent with those applied in, and should be read in
conjunction with, the audited financial statements for the year ended
March 31, 1996 included in the Annual Report on Form 10-K filed with
the Securities and Exchange Commission. The interim financial
information is unaudited, but reflects all adjustments consisting only
of normal recurring adjustments which are, in the opinion of
management, necessary to a fair statement of results for the interim
periods presented. For financial reporting purposes, the Company
reports on a 13 or 14 week quarter and a 52 or 53 week year ending on
the Sunday closest to March 31.
2. Inventories
Inventories consist of:
<TABLE>
<CAPTION>
Sept 29, 1996 March 31, 1996
------------- --------------
<S> <C> <C>
Raw Materials $ 1,719 $ 987
Work-in-process 5,527 8,425
Finished goods 636 890
--- ---
$ 7,882 $10,302
======== =======
</TABLE>
3. Lines of Credit
At Sept 29, 1996, the Company had no borrowings outstanding under its
revolving bank line of credit, which is secured by Accounts
Receivable. The Company had $5,000,000 available to borrow under the
line. The line of credit expired on October 1, 1996 and has been
renewed for another year.
During the first fiscal quarter of 1997, the Company increased its
equipment line of credit with an asset based lender to $5,000,000
million. At June 30, 1996, the Company had borrowed the entire
$5,000,000 million which is payable over four years.
<PAGE> 10
4. Earnings per share
Net income per share is computed on the basis of the weighted average
number of common shares and common equivalent shares outstanding using
the treasury stock method. Loss per share is computed on the basis of
weighted average common shares as common equivalent shares are
anti-dilutive.
5. Restructuring and Other Charges
During the quarter, the Company's operating results were affected by a
decline in product demand and a downturn in the market. In response
to the downturn, the Company made the decision to implement a
restructuring plan which involved discontinuing the gate array product
line, downsizing the workforce and closing the recently acquired new
product design center.
The Company incurred a $1,862,000 restructuring charge during the
quarter. The charge comprises: employee termination costs associated
with reductions in the workforce of $998,000, a design center
equipment write-off of $587,000 and gate array capital equipment and
wafer cancellation costs of $277,000. The Company's operating results
were also affected by production problems which resulted in $1,800,000
of non-yielding product.
The Company also recorded charges associated with inventory and
doubtful accounts. A charge of $2,689,000 has been recorded against
inventory. The charge primarily includes $1,400,000 for gate array
inventories and $790,000 for specific inventories associated with
customer order cancellations and a decline in customer demand. A
charge of $2,500,000 has been recorded for doubtful accounts. The
charge includes a disputed amount of $1,200,000 due from one large
customer and in part due to the yield problems discussed above, and
specific and general allowances for aged gate array and other
receivables.
<PAGE> 11
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operation
Net revenues for the second quarter of fiscal 1997 were $18.2 million compared
to $18.5 million of the same period of the prior year. Mass storage standard
products accounted for 45.7% of revenues in the second quarter of fiscal 1997
compared to 12% in the same quarter of the prior year. However, results for
the second quarter reflect the continuing slowdown in the Company's business,
as a number of customers delayed or canceled orders originally scheduled for
delivery in the second quarter of fiscal 1997. The Company anticipates that
this weakness in the market will also negatively impact the Company's results
through at least fiscal 1997.
Cost of revenues in the second quarter of fiscal 1997 was 102% of revenues,
compared to 69% for the same quarter in the prior year. Cost of revenues in
the second quarter of fiscal 1997 were adversely impacted by an increase in
inventory reserves of $2,689,000 associated with the decision to exit the gate
array business and customer order cancellations. In addition, rescheduling of
delivery dates and cancellations of orders by customers resulted in a lower
actual level of production than was anticipated. If the weakness in the market
set forth above results in a further reduction in wafer fabrication activities,
margins could continue to be adversely affected.
Research and development expenses were $2,894,000 in the second quarter of
fiscal 1997 compared to $2,164,000 in the corresponding quarter of the prior
year. This increase was due to higher product development expenses. Due to
the weakness in the market, the Company is currently evaluating its planned
expense levels for research and development.
Selling, general and administrative expenses were $4,554,000 in the second
quarter of fiscal 1997 up from $2,060,000 in the same quarter of the prior
year. The increase was primarily due to an increase in reserves of
approximately $2,000,000, with a significant portion associated with yield
problems on products shipped to a certain customer, the decision to exit the
gate array business and a general allowance for aged receivables.
Net interest expense was $347,000 for the second quarter of fiscal 1997, and
fiscal 1996.
The Company recognized a one time charge of $1,862,000 in the second quarter of
fiscal 1997 to reflect expenses associated with staff reductions, and contract
terminations. See note 5 to Condensed Financial Statements.
<PAGE> 12
Net loss of $9,998,000 for the second quarter of fiscal 1997 compared to net
income of $1,070,000 for the same period of the prior year. Loss per share of
$.35 for the second quarter of fiscal 1997 compared to $.04 profit per share in
the same period of the prior year.
<PAGE> 13
Results of Operations - First Six Months of Fiscal 1997
Compared to First Six Months of Fiscal 1996
Net revenues for the six month period ended September 29, 1996 increased by 19%
compared to the same period of the prior year. Net revenue increases were
primarily attributable to increased sales of storage standard products.
Cost of revenues in the six month period ended September 29, 1996 was 81.7% of
revenues compared to 69% in the corresponding period of the prior year. Fiscal
1997 was adversely impacted by an increase in inventory reserves of $2,689,000.
See above discussion.
Research and development expenses were $5,734,000 for the six month period
ended September 29, 1996 compared to $4,428,000 in the comparable period of
fiscal 1996. See above discussion.
Selling, general and administrative expenses were $6,796,000 for the six month
period ended September 29, 1996 compared to $3,880,000 of the corresponding
period of the prior year. The costs were adversely impacted by an increase in
accounts receivable reserves of approximately $2,000,000. See above
discussion.
Net interest expense was $682,000 for the six month period ended September 29,
1996 compared to $724,000 in the corresponding period of the prior year.
The Company recognized a one time charge of $1,862,000 in the second quarter of
fiscal 1997 to reflect expenses associated with staff reductions and contract
terminations. See Note 5, Condensed Financial Statements.
Net loss was $7,523,000 for the six month period ended September 29, 1996,
compared to a profit of $1,663,000 for the same period of the prior year. Loss
per share of $.26 in the six month period ending September 29, 1996 compared to
a net profit of $.06 per share during the same period of the prior year.
Liquidity and Capital Resources
Working capital was $14,199,000 at September 29, 1996, a decrease of $2,981,000
from September 24, 1995, due to the loss in the second quarter of fiscal 1996.
At September 29, 1996, the Company had cash and cash equivalents of
approximately $8,934,000. While the Company's cash situation is currently
stable, business conditions remain uncertain. The Company's accounts
receivable line of credit of $5,000,000 has been renewed until October 1997.
At September 29, 1996, no borrowings were outstanding under this line of
credit. Although the Company has taken measures to conserve cash, it is unable
to predict when it will return to profitability.
<PAGE> 14
Factors Affecting Future Results
The Company's business, financial condition and results of operations have
been, and may in the future be, affected by a variety of factors, including
markets for its products and those of its customers, foundry utilization,
concentration of customers, the availability of raw materials, the development
and introduction of new technology and products and the availability of trained
design processing engineers, in particular those skilled in analog design. The
Company announced in July 1995 that one of its semiconductor products was
designed into the Zip drive by Iomega Corporation. As previously disclosed,
the Company has anticipated that Iomega will seek a second source for this
semiconductor product. Iomega has advised the Company that IMP's products will
not be a part of Iomega's long-term product strategy and has offered a proposal
to disengage over a period of time. As a consequence, the Company has ceased
development of future generations of this semiconductor product. In addition,
the Company has recently been informed by a major customer that such customer
is canceling its orders for certain of the Company's products. The
above-described actions by these major customers, along with other
cancellations and delays by the Company's customers, will adversely affect the
Company's business and results of operations through at least fiscal 1997. Any
further decline in demand for the Company's products, or any other decline in
the demand by end-users of the products produced by the Company's customers
could lead to a further decline in, or cancellation of, orders for the
Company's products by its customers, which could adversely affect the Company's
business and results of operations.
In addition, the current business climate has, and will continue to result in
less than optimum utilization of the Company's foundry, which will adversely
affect the Company's business and results of operations.
Although the Company believes it currently has adequate access to necessary raw
materials, it does not have any long-term commitments for the supply of raw
wafers and polysubstrates.
The ability of the Company to transition from the fabrication of lower-margin
products to higher-margin products, including both those developed by the
Company and those for which it serves as a third-party foundry, is very
important for the Company's future results of operations. There can be no
assurances that the Company will be successful in these efforts.
<PAGE> 15
IMP, Inc.
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
In September and October 1996, several purported class action lawsuits were
filed against the Company and certain of its present and former officers and
directors. These lawsuits are as follows: Lee v. IMP, Inc., No. CY 760793,
California Superior Court for Santa Clara County (filed September 17, 1996);
Richter v. IMP, Inc., No. CV 761560, California Superior Court for Santa Clara
County (filed October 22, 1996); Roberts v. IMP, Inc., No. C-96-20826-SW, U.S.
District Court for the Northern District of California (filed October 1, 1996);
Garrod V. IMP, Inc., No. C-96-20834-JW, U.S. District Court for the Northern
District of California (filed October 8, 1996); Azad v. IMP, Inc., No. C-96-
20862-EAI, U.S. District Court for the Northern District of California (filed
October 17, 1996). In addition, a shareholder derivative action has been filed
purporting to assert claims on behalf of the Company against certain of its
present and former directors. Walsh v. Carrington, No. 15312 NC, Chancery
Court for the State of Delaware for New Castle County (filed November 8, 1996).
These lawsuits, all of which include similar factual allegations, allege that
the Company and certain of its present and former officers and directors issued
false or misleading statements regarding the Company's business, resulting in
inflation of the Company's stock price, and that certain of the defendants
traded stock while in possession of material adverse information. These
lawsuits assert claims of misrepresentation under securities laws, California
securities laws, and common law. The plaintiffs seek damages in an unspecified
amount. These cases are presently in the early stages, and no trial dates or
other schedules have been established. The Company believes it has valid
defenses to these claims, and intends to defend them vigorously. There is no
assurance, however, that the lawsuits will be resolved in a timely or
satisfactory manner or that the lawsuits will be resolved without significant
costs to the Company. Even if the lawsuits are resolved in a timely or
satisfactory manner and without significant costs, it is anticipated that these
lawsuits will cause management distraction from the operations of the Company.
Therefore, irrespective of the outcome of the litigation, there could be a
material adverse effect upon the Company's business, financial condition and
results of operations.
<PAGE> 16
Item 5. Other Information
On October 16, 1996, the Company announced the retirement of Charles S.
Isherwood. His duties as Chief Financial Officer will be assumed by George
Rassam, currently Controller of the Company.
Item 6. Exhibits and Other Information
None.
<PAGE> 17
Signatures
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.
IMP, Inc.
Registrant
/s/ George Rassam
- ------------- -----------------------------
11/15/96 George Rassam
Chief Financial Officer
<PAGE> 18
Exhibit Index
Exhibit Document
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000812927
<NAME> BOWNE
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-29-1996
<EXCHANGE-RATE> 1
<CASH> 8,934
<SECURITIES> 0
<RECEIVABLES> 13,042
<ALLOWANCES> 3,089
<INVENTORY> 7,882
<CURRENT-ASSETS> 31,175
<PP&E> 84,708
<DEPRECIATION> (68,090)
<TOTAL-ASSETS> 47,868
<CURRENT-LIABILITIES> 16,976
<BONDS> 0
0
0
<COMMON> 29
<OTHER-SE> 70,218
<TOTAL-LIABILITY-AND-EQUITY> 47,868
<SALES> 18,211
<TOTAL-REVENUES> 18,211
<CGS> 18,552
<TOTAL-COSTS> 18,552
<OTHER-EXPENSES> 9,310
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 347
<INCOME-PRETAX> (9,998)
<INCOME-TAX> 0
<INCOME-CONTINUING> (9,998)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,998)
<EPS-PRIMARY> (.35)
<EPS-DILUTED> (.35)
</TABLE>
