<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 June 29, 1997 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.
<TABLE>
<S> <C>
Outstanding at
Common Stock, $0.001 par value June 29, 1997
-------------
28,215,049
</TABLE>
<PAGE> 3
IMP, Inc.
FORM 10-Q
FIRST QUARTER
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
Part I: Financial Information (unaudited)
Condensed Balance Sheet at 4
June 29, 1997 and March 30, 1997
Condensed Statement of 5
Operations for the three months ended
June 29, 1997 and June 30, 1996
Condensed Statement of Cash 6
Flows for the three months ended
June 29, 1997 and June 30, 1996
Notes to condensed financial 8
statements
Management's discussion and analysis of 10
financial condition and results of
operations
Part II: Other Information
Item 1, Legal Proceedings 13
Signatures 14
</TABLE>
<PAGE> 4
IMP, Inc.
CONDENSED BALANCE SHEET
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
June 29, 1997 March 30, 1997
============= =============
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 13,502 $ 13,306
Accounts receivable - net 4,444 6,112
Inventories 2,597 3,306
Deposits and other current assets 1,707 759
-------- --------
Total current assets 22,250 23,483
Leasehold improvements and equipment 86,016 85,998
Accumulated depreciation (73,830) (72,285)
-------- --------
Net leasehold improvements and equipment 12,186 13,713
Other long term assets 75 75
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$ 34,511 $ 37,271
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of notes payable $ 3,688 $ 3,739
Trade accounts payable 3,949 4,111
Accrued payroll and related expenses 1,557 1,563
Other accrued liabilities 505 750
Current portion of capital
lease obligations 3,680 3,733
-------- --------
Total current liabilities 13,379 13,896
Long-term portion of notes payable and
capital lease obligations 7,776 9,074
Stockholders' equity:
Common stock 30 30
Additional paid-in capital 70,326 70,274
Accumulated deficit (53,103) (52,106)
Treasury stock at cost (3,897) (3,897)
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Total stockholders' equity 13,356 14,301
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$ 34,511 $ 37,271
======== ========
</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
-----------------------------
June 29, 1997 June 30, 1996
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<S> <C> <C>
Net revenues $ 11,006 $ 23,525
Cost of revenues 7,841 15,563
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Gross profit 3,165 7,962
Operating expenses:
Research and development 2,058 2,840
Selling, general and administrative 1,792 2,242
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Operating income (loss) (685) 2,880
Interest:
Expense (438) (397)
Income 126 62
------------- -------------
Net interest (312) (335)
Income (loss) before provision for
income taxes (997) 2,545
Provision for income taxes -- 70
------------- -------------
Net income (loss) $ (997) $ 2,475
============= =============
Net income (loss) per share $ (.04) $ .09
============= =============
Shares used in computing
net income (loss) per share 28,209 28,804
============= =============
</TABLE>
See notes to unaudited condensed financial statements.
<PAGE> 6
IMP, Inc.
CONDENSED STATEMENT OF CASH FLOWS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------
June 29, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (997) $ 2,475
Adjustments to reconcile net income (loss)
to net cash provided by
operating activities:
Depreciation and amortization 1,545 1,800
Increase (decrease) from changes in:
Accounts receivable 1,668 (2,898)
Inventories 709 (1,758)
Deposits and other current assets (948) (961)
Trade accounts payable (162) 2,197
Accrued payroll and related expenses (6) (464)
Other accrued liabilities (245) (953)
------- -------
Net cash (used for) provided by
operating activities 1,564 (562)
------- -------
Cash flows from investing activities:
Net cash used for investing activities
for purchase of capital equipment (18) (1,500)
------- -------
Cash flows from financing activities:
Payments of principal under capital
lease obligations, net (977) 570
Payments on notes payable (425) (1,000)
Proceeds from issuance of common stock 52 1,102
------- -------
Net cash (used for) provided by
financing activities (1,350) 672
Net increase (decrease) in cash and cash
equivalents 196 (1,390)
Cash and cash equivalents at beginning of
the period 13,306 9,038
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Cash and cash equivalents at end of the
period $13,502 $ 7,648
======= =======
Supplemental cash flow disclosures:
Interest paid $ 312 $ 335
Supplemental non cash disclosures:
Equipment under capital lease -- $ 100
</TABLE>
See notes to unaudited condensed financial statements.
<PAGE> 7
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 30,
1997 included in the Company's 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>
June 29, 1997 March 30, 1997
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<S> <C> <C>
Raw materials $ 623 $ 965
Work-in-process 1,312 1,589
Finished goods 662 752
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$2,597 $3,306
====== ======
</TABLE>
3. Notes Payable
Line of credit - At June 29, 1997, the Company had a line
of credit agreement with a bank which provides for
borrowings up to the lessor of $5,000,000 or 80% of
eligible account receivable. No amounts were outstanding
under this line of credit. The agreement expires on October
31, 1997, and the Company intends to renew the line.
Bank equipment term loan - The Company had a financing
agreement in place with a bank under which the Company may
borrow up to $3,000,000 to finance 100% of the cost of
collateralized equipment. Under the agreement the Company
is restricted from paying dividends and is required to
maintain certain financial ratios among other covenants. At
June 29, 1997 the Company was not in compliance with
certain financial covenants,
<PAGE> 8
for which it expects to obtain a waiver from the bank. The
balance outstanding under this line on June 29, 1997 was
approximately $2,500,000.
Equipment notes payable - The Company had a $5,000,000
facility with assets based lender, which is fully utilized.
This note does not contain any restrictive financial
covenants. The balance outstanding under this line at June
29, 1997 was approximately $3,800,000.
4. Earning per share
In February 1997, the Financial Accounting Standard Board
issued Statement of Financial Accounting Standards No 128
("SFAS 128") "Earning per Share". This statement redefines
earnings per share under generally accepted accounting
principles. Under the new standard, primary earnings per
share is replaced by basic earnings per share and fully
diluted earnings per share is replaced by diluted earnings
per share. The Company is required to adopt the new
standard in the fourth calendar quarter of 1997. The
following table sets forth primary earnings per share as
reported and unaudited pro forma basic and diluted earnings
per share assuming SFAS 128 had been applied during the
periods presented;
<TABLE>
<CAPTION>
Three Months Ended
------------------------------------
June 29 June 30,
1997 1996
---------------- ----------------
<S> <C> <C>
Primary net income (loss) per share as reported $(.04) $.09
Pro forma basic net income (loss) per share (.04) .09
Pro forma diluted net income (loss) per share (.04) .09
</TABLE>
<PAGE> 9
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operation
Except for the historical information contained herein, the matters
discussed in this document are forward-looking statements that involve
certain risks and uncertainties, including the risks and uncertainties
set forth below under "Factors Affecting Future results."
Results of Operations - First Quarter of Fiscal 1998 Compared to First
Quarter of Fiscal 1997
Net revenues for the first quarter of fiscal 1998 were $11.0 million
compared to $23.5 million for the same period of the prior year.
However, revenues are up from the prior quarter revenue of $8.0
million, reflecting recovery in the semiconductor industry, and
increased demand for the Company's foundry services.
Cost of revenues in the first fiscal quarter of 1998 was 71% of
revenues compared to 66% for the same quarter in the prior year. Cost
of revenues in the first quarter of fiscal 1998 are higher as a result
of less than optimum utilization of the Company's foundry.
Research and development expenses were $2,058,000 in the first quarter
of fiscal 1998 compared to $2,840,000 in the corresponding quarter of
the prior year. Due to the downturn in the Company's business, the
Company is currently evaluating its planned expense levels for
research and development. The Company believes that research and
development expense will remain at or below the fiscal 1997 level
during fiscal 1998, but it could fluctuate as a percentage of sales.
Selling, general and administrative expenses were $1,792,000 on the
first quarter of fiscal 1998 down from $2,242,000 in the same quarter
of the prior year. The decrease was primarily due to lower commission
expenses and reduction in costs resulting from the Company's exit from
the gate array business during the second quarter of fiscal 1997.
Net interest expense was $312,000 for the first quarter of fiscal
1998, compared to $335,000 for fiscal 1997. The decrease is attributed
to decreased borrowings.
Net loss for the first quarter of fiscal 1998 was $997,000 compared to
net income of $2,475,000 for the same period of the prior year. This
resulted in a loss per share of $.04 for the first quarter of fiscal
1998 compared to $.09 income per share in the same period of the prior
year.
<PAGE> 10
Liquidity and Capital Resources
At June 29, 1997, the Company had cash and cash equivalents of
approximately $13,502,000. While the Company's cash situation is
currently stable, business conditions remain uncertain and although
the Company has taken measures to conserve cash, it is unable to
predict when it will return to profitability.
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, its ability to retain trained
design and process engineers, the development and introduction of new
technology and products and the availability of raw materials. The
fulfillment arrangements for standard analog products generally
provide that orders may be terminated at will by either party and the
customer is not required to commit to purchase a specific number of
products, although cancellation or rescheduling charges may be imposed
in certain circumstances. The unanticipated loss of any of its major
customers or the unanticipated cancellation or rescheduling of orders
by any of them could have a material adverse impact on the Company's
business, particularly if the Company's efforts with other customers
do not result in the volume of manufacturing orders anticipated by the
Company.
Iomega, which accounted for approximately 39% of revenues in fiscal
1997, has advised the Company that the Company's products will not be
a part of Iomega's long-term product strategy and sales to Iomega are
projected to be lower in the foreseeable future than they were during
fiscal 1997. Orders from the Company's largest foundry customer,
International Rectifier, declined significantly during the year and
sales in the foreseeable future are projected to be significantly less
than they were during fiscal 1997. Orders for Rockwell were completed
during the fiscal year and the Company does not anticipate continued
sales to Rockwell in fiscal 1998. The above described actions by such
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 fiscal 1998 and for the foreseeable
future. 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. The Company made two significant reductions in workforce
during fiscal 1997 that primarily affected manufacturing employees.
<PAGE> 11
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. Rapidly changing customer demands may result in
the obsolescence of existing Company inventories. There can be no
assurances that the Company will be successful in its efforts to keep
pace with changing customer demands. In this regard, the ability of
the Company to develop higher-margin products will be materially and
adversely affected if it is unable to retain its engineering personnel
due to the Company's current business climate.
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.
<PAGE> 12
IMP, Inc.
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
Several purported securities class action and derivative lawsuits have
been filed against the Company and certain of its present and former
officers and directors based on events which allegedly occurred in the
time period of April 24, 1996 through July 22, 1996. The lawsuits are
as follows: two stockholder class actions are pending: Lee, et al, v.
IMP, Inc., et. al., No. CV760793 (Superior Court, Santa Clara County,
September 17, 1996) is a purported securities class action
consolidating several complaints filed in California State Superior
Court. In re IMP, Inc. Securities Litigation, No. C96-20826-SW (N.D.
Cal. October 1, 1996) is a purported securities class action
consolidating several complaints filed in the United States District
Court for the Northern District of California. In addition, two
stockholder derivative actions are pending and purport to assert
claims on behalf of the Company against certain of its present and
former officers and directors. They are Shockley, et. al., v.
Carrington, et. al., No. CV762109 (Superior Court, Santa Clara County,
January 15, 1997) and Walsh, et. al., v. Carrington, Et., al., No.
C97-20238-SW (N.D. Cal. March 18, 1997. 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 under the federal securities
laws, California securities laws, and California common law. The
plaintiffs in all actions seek damages in an unspecified amount.
These cases are presently in the early stages, and no trial
dates 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 additional significant costs to the Company. The Company has
incurred significant costs to date in its defense and even if the
lawsuits are resolved in a timely or satisfactory manner, these
lawsuits have in the past and in the future 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. Due to the inherent uncertainty
of litigation, management is not able to reasonably estimate losses
that may be incurred in relation to this litigation. However, based on
the facts presently known, management believes that the resolution of
this matter will not have a material adverse impact on the Company's
financial position, results of operations or cash flows.
<PAGE> 13
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
- ------------- ---------------------------------
August 4, 1997 George Rassam
Chief Financial Officer
<PAGE> 14
INDEX TO EXHIBITS
Exhibit
Number Exhibits
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27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000812927
<NAME> BOWEN
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-29-1998
<PERIOD-START> MAR-31-1997
<PERIOD-END> JUN-29-1997
<CASH> 13,502
<SECURITIES> 0
<RECEIVABLES> 4,444
<ALLOWANCES> 0
<INVENTORY> 2,597
<CURRENT-ASSETS> 22,250
<PP&E> 86,016
<DEPRECIATION> 73,830
<TOTAL-ASSETS> 34,511
<CURRENT-LIABILITIES> 13,379
<BONDS> 0
0
0
<COMMON> 30
<OTHER-SE> 70,326
<TOTAL-LIABILITY-AND-EQUITY> 34,511
<SALES> 11,006
<TOTAL-REVENUES> 11,006
<CGS> 7,841
<TOTAL-COSTS> 7,841
<OTHER-EXPENSES> 3,850
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 312
<INCOME-PRETAX> (997)
<INCOME-TAX> 0
<INCOME-CONTINUING> (997)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (997)
<EPS-PRIMARY> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
