<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 December 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 December 29, 1996
-----------------
28,134,157
<PAGE> 3
IMP, Inc.
FORM 10-Q
THIRD QUARTER
INDEX
Part I: Financial Information (unaudited)
Page
Condensed Balance Sheet at 4
Dec 29, 1996 and March 31, 1996
Condensed Statement of 5
Operations for the three months ended
Dec 29, 1996 and Dec 31, 1995
Condensed Statement of 6
Operations for the nine months ended
Dec 29, 1996 and Dec 31, 1995
Condensed Statement of Cash 7
Flows for the nine months ended
Dec 29, 1996 and Dec 31, 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 1, Legal Proceedings 14
Signatures 15
<PAGE> 4
IMP, Inc.
CONDENSED BALANCE SHEET
(In thousands)
(unaudited)
ASSETS
<TABLE>
<CAPTION>
Dec. 29, March 31,
1996 1996
-------- --------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 13,468 $ 9,038
Accounts receivable - net 8,324 13,658
Inventories 2,730 10,302
Deposits and other current assets 667 491
-------- --------
Total current assets 25,189 33,489
-------- --------
Leasehold improvements and equipment 84,722 81,665
Accumulated depreciation (69,873) (64,496)
-------- --------
Net leasehold improvements and equipment 14,849 17,169
-------- --------
Other long term assets 75 75
-------- --------
$ 40,113 $ 50,733
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable $ -- $ 1,311
Trade accounts payable 3,882 6,175
Accrued payroll and related expenses 1,546 2,140
Other accrued liabilities 852 2,021
Current portion of capital
lease obligations and long term debt 5,100 4,662
-------- --------
Total current liabilities 11,380 16,309
-------- --------
Long-term capital lease
obligations and long term debt 11,725 8,979
-------- --------
Stockholders' equity:
Common stock 29 29
Additional paid-in capital 70,271 69,052
Accumulated deficit (49,395) (39,739)
Treasury stock at cost (3,897) (3,897)
-------- --------
Total stockholders' equity 17,008 25,445
-------- --------
$ 40,113 $ 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
-------------------------
Dec 29, Dec 31,
1996 1995
-------- --------
<S> <C> <C>
Net revenues $ 15,127 $ 20,029
Cost of revenues 13,071 13,510
-------- --------
Gross profit 2,056 6,519
Operating expenses:
Research and development 2,494 2,521
Selling, general and administrative 1,441 2,238
-------- --------
Operating income (loss) (1,879) 1,760
-------- --------
Interest:
Expense (348) (128)
Income 94 65
-------- --------
Net interest (254) (63)
-------- --------
Income (loss) before provision for
income taxes (2,133) 1,697
Provision for income taxes -- 42
-------- --------
Net income (loss) $ (2,133) $ 1,655
======== ========
Net income (loss) per share $ (.08) $ .06
======== ========
Shares used in computing
net income (loss) per share 28,134 28,239
======== ========
</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>
Nine Months Ended
-------------------------
Dec 29, Dec 31,
1996 1995
-------- --------
<S> <C> <C>
Net revenues $ 56,863 $ 55,053
Cost of revenues 47,186 37,800
-------- --------
Gross profit 9,677 17,253
Operating expenses:
Research and development 8,228 6,949
Selling, general and administrative 8,237 6,118
Restructuring charges 1,862 --
-------- --------
Operating income (loss) (8,650) 4,186
-------- --------
Interest:
Expense (1,161) (916)
Income 225 129
-------- --------
Net interest (936) (787)
-------- --------
Income (loss) before provision
for income taxes (9,586) 3,399
Provision for income taxes 70 81
-------- --------
Net income (loss) $ (9,656) $ 3,318
======== ========
Net income (loss) per share $ (.34) $ .12
======== ========
Shares used in computing
net income per share 28,096 27,862
======== ========
</TABLE>
See notes to unaudited consolidated condensed financial statements.
<PAGE> 7
IMP, Inc.
CONDENSED STATEMENT OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
-----------------------
Dec 29, Dec 31,
1996 1995
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ (9,656) $ 3,318
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization 5,377 4,219
Increase (decrease) from changes in:
Accounts receivable 5,334 256
Inventories 7,572 (844)
Deposits and other current assets (176) 113
Trade accounts payable (2,293) 30
Accrued payroll and related expenses (594) 113
Other accrued liabilities (1,169) 1,115
-------- --------
Total adjustments 14,050 5,002
-------- --------
Net cash (used for) provided by
operating activities 4,395 8,320
Cash flows used for capital
expenditures (214) (300)
-------- --------
Net cash used for investing activities (214) (300)
Cash flows from financing activities:
Payments of principal under capital
lease obligation, net (235) (5,480)
Payments under line of credit, net (735) (4,000)
Proceeds from issuance of common stock 1,219 1,179
-------- --------
Net cash (used for) provided by
financing activities 249 (8,301)
Net increase (decrease) in cash and cash
equivalents 4,430 (281)
Cash and cash equivalents at beginning of
the period 9,038 8,484
-------- --------
Cash and cash equivalents at end of the
period $ 13,468 $ 8,203
======== ========
Supplemental cash flow disclosures:
Interest paid $ 937 $ 787
Supplemental non cash disclosure:
Equipment under capital lease $ 2,843 --
</TABLE>
See notes to unaudited condensed financial statements.
<PAGE> 8
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>
Dec 29, 1996 March 31, 1996
------------ --------------
<S> <C> <C>
Raw Materials $ 671 $ 987
Work-in-process 1,699 8,425
Finished goods 360 890
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$ 2,730 $10,302
======= =======
</TABLE>
3. Lines of Credit
The Company had $5,000,000 available to borrow under the line. The line
of credit expires on October 15, 1997 and is secured by accounts
receivable. At Dec 29, 1996, the Company had no borrowings outstanding
under its revolving bank line of credit.
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. At December 29,
1996, $4,400,000 was outstanding.
<PAGE> 9
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 second 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
second 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.
During the third quarter, the Company recovered $880,000 from
settlements of the disputed accounts receivable.
<PAGE> 10
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 - Third Quarter of Fiscal 1997 Compared to Third Quarter
of Fiscal 1996
Net revenues for the third quarter of fiscal 1997 were $15.1 million compared to
$20.0 million for the same period of the prior year. Results for the third
quarter reflect the continued slowdown in the Company's business due in large
part to the concentration of the company's customers, the Company anticipates
that the decline in demand for the Company's products will negatively impact the
Company's results through fiscal 1997 and for the foreseeable future.
Cost of revenues in the third quarter of fiscal 1997 was 86% of revenues,
compared to 67% for the same quarter in the prior year. Cost of revenues in the
third quarter of fiscal 1997 were adversely impacted by rescheduling of delivery
dates and cancellation of orders by major and other customers, which results in
a lower actual level of production than anticipated and less than optimum
utilization of the Company's foundry. If the downturn in the Company's business
results in a further reduction in wafer fabrication activities, margins could
continue to be adversely affected.
Research and development expenses were $2,494,000 in the third quarter of fiscal
1997 compared to $2,521,000 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.
Selling, general and administrative expenses were $1,441,000 in the third
quarter of fiscal 1997 down from $2,238,000 in the same quarter of the prior
year. The decrease was primarily due to lower commission expenses and reduction
in costs associated with the Company's exit from the gate array business in the
second quarter of fiscal 1997.
Net interest expense was $254,000 for the third quarter of fiscal 1997, compared
to $63,000 for fiscal 1996, as the company's borrowings increased.
Net loss of ($2,133,000) for the third quarter of fiscal 1997 compared to net
income of $1,655,000 for the same period of the prior year. This resulted in a
loss per share of $.08 for the third quarter of fiscal 1997 compared to $.06
profit per share in the same period of the prior year.
<PAGE> 11
Results of Operations - First Nine Months of Fiscal 1997
Compared to First Nine Months of Fiscal 1996
Net revenues for the nine month period ended December 29, 1996 increased by 3%
compared to the same period of the prior year. This increase was primarily
attributable to increased sales of storage standard products, specifically, in
the first quarter of fiscal 1997.
Cost of revenues in the nine month period ended December 29, 1996 was 83% of
revenues compared to 69% in the corresponding period of the prior year. The
current period was adversely impacted by an increase in inventory reserves due
to the Company's exit from the gate array business and the cancellation of
orders by a major customer and less than optimum utilization of the Company's
foundry.
Research and development expenses were $8,228,000 for the nine month period
ended December 29, 1996 compared to $6,949,000 in the comparable period of
fiscal 1996 as the Company increased its efforts to develop new products. Due to
the downturn in the Company's business, the Company is currently evaluating its
planned expense levels for research and development.
Selling, general and administrative expenses were $8,236,000 for the nine month
period ended December 29, 1996 compared to $6,118,000 of the corresponding
period of the prior year. The current period was adversely impacted by an
increase in accounts receivable reserves of approximately $2,000,000 due to the
Company's exit from the gate array business and a reserve taken for a
potentially bad debt that was subsequently recovered.
Net interest expense was $936,000 for the nine month period ended December 29,
1996 compared to $787,000 in the corresponding period of the prior year.
Net loss was $9,655,000 for the nine month period ended December 29, 1996,
compared to a profit of $3,318,000 for the same period of the prior year. This
resulted in a loss per share of $.34 in the nine month period ending December
29, 1996 compared to a net profit of $.12 per share during the same period of
the prior year.
Liquidity and Capital Resources
Working capital was $13,809,000 at December 29, 1996, a decrease of $819,000 due
to the loss in the third quarter of fiscal 1996. At December 29, 1996, the
Company had cash and cash equivalents of approximately $13,468,000. While the
Company's cash situation is currently stable, business conditions remain
uncertain. The Company's line of credit of $5,000,000 has been renewed until
October 1997. At December 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> 12
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 processing engineers, the
development and introduction of new technology and products and the availability
of raw materials. 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 was 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 fiscal 1997 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 has made
two significant reductions in force during fiscal 1997 that primarily affected
foundry employees.
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. 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 design and processing
engineers 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> 13
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: Lee v. IMP, Inc.,
No. CV760793, California Superior Court for Santa County (filed September 17,
1996); Richter v. IMP, Inc., No. CV761560, California Superior Court for Santa
Clara County (filed October 22, 1996); Tancabel v. IMP, Inc., No. CV763405,
California Superior Court for Santa County (filed November 13, 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); Turner v. IMP, Inc., No.
96-583, U.S. District Court, Delaware (filed January 2, 1997). In addition, two
shareholder derivative actions have been filed purporting to assert claims on
behalf of the Company against certain of its present and former directors. Walsh
v. Carrington, No. 15312NC, Chancery Court for the State of Delaware for New
Castle County (filed November 8, 1996); and Shockley v. Carrington, No.
CV762109, California Superior Court for Santa Clara County (filed January 15,
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 and Delaware common law. The plaintiffs 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 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> 14
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
GEORGE RASSAM
- --------- --------------------
2/5/97 George Rassam
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-30-1997
<PERIOD-START> SEP-30-1996
<PERIOD-END> DEC-29-1996
<CASH> 13,468
<SECURITIES> 0
<RECEIVABLES> 8,324
<ALLOWANCES> 2,109
<INVENTORY> 2,730
<CURRENT-ASSETS> 25,189
<PP&E> 84,722
<DEPRECIATION> (69,873)
<TOTAL-ASSETS> 40,113
<CURRENT-LIABILITIES> 11,380
<BONDS> 0
0
0
<COMMON> 29
<OTHER-SE> 70,271
<TOTAL-LIABILITY-AND-EQUITY> 40,113
<SALES> 15,127
<TOTAL-REVENUES> 15,127
<CGS> 13,071
<TOTAL-COSTS> 13,071
<OTHER-EXPENSES> 3,935
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 348
<INCOME-PRETAX> (2,133)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,133)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,133)
<EPS-PRIMARY> (.08)
<EPS-DILUTED> (.08)
</TABLE>
