<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 28, 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.
Outstanding at
Common Stock, $0.001 par value September 28, 1997
------------------
28,215,736
<PAGE> 3
IMP, Inc.
FORM 10-Q
SECOND QUARTER
INDEX
Part I: Financial Information (unaudited)
Page
Condensed Balance Sheet at 4
September 28, 1997 and March 30, 1997
Condensed Statement of 5
Operations for the three months ended
September 28, 1997 and September 29, 1996
Condensed Statement of 6
Operations for the six months ended
September 28, 1997 and September 29, 1996
Condensed Statement of Cash Flows for the 7
six months ended September 28, 1997 and
September 29, 1996
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 15
Signatures 16
<PAGE> 4
IMP, Inc.
CONDENSED BALANCE SHEET
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
ASSETS
Sept 28, 1997 March 30, 1997
------------- --------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 13,679 $ 13,306
Accounts receivable - net 4,403 6,112
Inventories 1,792 3,306
Deposits and other current assets 2,099 759
-------- ---------
Total current assets 21,973 23,483
Leasehold improvements and equipment 86,080 85,998
Accumulated depreciation (75,359) (72,285)
------- -------
Net leasehold improvements and equipment 10,721 13,713
Other long term assets 75 75
----------- -----------
$ 32,769 $ 37,271
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of notes payable $ 4,102 $ 3,739
Trade accounts payable 3,447 4,111
Accrued payroll and related expenses 2,151 1,563
Other accrued liabilities 522 750
Current portion of capital
lease obligations 5,417 3,733
--------- ---------
Total current liabilities 15,639 13,896
Long-term portion of notes payable and
capital lease obligations 4,270 9,074
Stockholders' equity:
Common stock 30 30
Additional paid-in capital 70,326 70,274
Accumulated deficit (53,599) (52,106)
Treasury stock at cost (3,897) (3,897)
-------- --------
Total stockholders' equity 12,860 14,301
------- -------
$ 32,769 $ 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
--------------------------------
Sept 28, 1997 Sept 29, 1996
------------- -------------
<S> <C> <C>
Net revenues $ 11,021 $ 18,211
Cost of revenues 7,745 18,552
-------- --------
Gross profit 3,276 (341)
Operating expenses:
Research and development 1,897 2,894
Selling, general and administrative 1,678 4,554
Restructuring charges -- 1,865
-------- --------
Operating income (loss) (299) (9,651)
Interest:
Expense (370) (416)
Income 173 69
-------- --------
Net interest (197) (347)
Income (loss) before provision for
income taxes (496) (9,998)
Provision for income taxes -- --
-------- --------
Net income (loss) $ (496) $ (9,998)
======== ========
Net income (loss) per share $ (.02) $ (.35)
======== ========
Shares used in computing
net income (loss) per share 28,216 28,434
======== ========
</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 28, 1997 Sept 29, 1996
------------- -------------
<S> <C> <C>
Net revenues $ 22,027 $ 41,736
Cost of revenues 15,586 34,115
-------- --------
Gross profit 6,441 7,621
Operating expenses:
Research and development 3,955 5,734
Selling, general and administrative 3,470 6,796
Restructuring charges -- 1,862
-------- --------
Operating income (loss) (984) (6,771)
Interest:
Expense (808) (814)
Income 299 132
-------- --------
Net interest (509) (682)
Income (loss) before provision for
income taxes (1,493) (7,453)
Provision for income taxes -- 70
-------- --------
Net income (loss) $ (1,493) $ (7,523)
======== ========
Net income (loss) per share $ (.05) $ (.26)
======== ========
Shares used in computing
net income (loss) per share 28,213 28,619
======== ========
</TABLE>
See notes to unaudited condensed financial statements.
<PAGE> 7
IMP, Inc.
CONDENSED STATEMENT OF CASH FLOWS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
----------------------------------
Sept 28, 1997 Sept 29, 1996
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (1,493) $ (7,523)
Adjustments to reconcile net income (loss)
to net cash provided by
operating activities:
Depreciation and amortization 3,074 3,594
Increase (decrease) from changes in:
Accounts receivable 1,709 616
Inventories 1,514 2,420
Deposits and other current assets (1,340) (826)
Trade accounts payable (664) 3,084
Accrued payroll and related expenses 588 (351)
Other accrued liabilities (228) (1,082)
-------- --------
Net cash (used for) provided by
operating activities 3,160 (68)
-------- --------
Cash flows from investing activities:
Net cash used for investing activities
for purchase of capital equipment (82) (200)
-------- --------
Cash flows from financing activities:
Proceeds from lease extension (payments of
principal under capital lease obligation), net (2,757) 309
Payments on notes payable -- 1,311
Proceeds from issuance of common stock 52 1,166
-------- --------
Net cash (used for) provided by
financing activities (2,705) 164
Net increase (decrease) in cash and cash
equivalents 373 (104)
Cash and cash equivalents at beginning of
the period 13,306 9,038
-------- --------
Cash and cash equivalents at end of the
period $ 13,679 $ 8,934
======== ========
Supplemental cash flow disclosures:
Interest paid $ 509 $ 682
Supplemental non cash disclosures:
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 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:
Sept 28, 1997 March 30, 1997
------------- --------------
Raw materials $ 708 $ 965
Work-in-process 742 1,589
Finished goods 342 752
------ ------
$1,792 $3,306
====== ======
3. Notes Payable
Line of credit - At September 28, 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 September 28, 1997 the
Company was not in compliance with certain financial covenants, for which
it
<PAGE> 9
expects to obtain a waiver from the bank. The balance outstanding under
this line on September 28, 1997 was approximately $2,300,000.
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 September 28, 1997 was approximately $3,500,000.
4. Earning per share
In February 1997, the Financial Accounting Standards 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;
Three Months Ended
-----------------------
Sept 28, Sept 29,
1997 1996
-------- --------
Primary net income (loss) per share as reported $ (.02) $ (.35)
Pro forma basic net income (loss) per share (.02) (.35)
Pro forma diluted net income (loss) per share (.02) (.35)
<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 - Second Quarter of Fiscal 1998 Compared to Second Quarter
of Fiscal 1997
Net revenues for the second quarter of fiscal 1998 were $11.0 million compared
to $18.2 million for the same period of the prior year. However, revenues are
flat from the prior quarter revenue of $11.0 million. This is due to shift in
demand, lower for some customers offset by higher demand for others and
additional new business for foundry.
Cost of revenues in the second fiscal quarter of 1998 was 70% of revenues
compared to 102% for the same quarter in the prior year. Cost of revenues in the
second quarter of fiscal 1998 are lower. Fiscal 1997 was adversely impacted by
an increase in inventory reserves.
Research and development expenses were $1,897,000 in the second quarter of
fiscal 1998 compared to $2,894,000 in the corresponding quarter of the prior
year. 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 $1,678,000 on the second
quarter of fiscal 1998 down from $4,554,000 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 $197,000 for the second quarter of fiscal 1998,
compared to $347,000 for fiscal 1997. The decrease is attributed to decreased
borrowings.
Net loss for the second quarter of fiscal 1998 was $496,000 compared to net loss
of $9,998,000 for the same period of the prior year. This resulted in a loss per
share of $.02 for the second quarter of fiscal 1998 compared to $.35 loss per
share in the same period of the prior year.
<PAGE> 11
Results of Operations - First Six Months of Fiscal 1998 Compared to First Six
Months of Fiscal 1997
Net revenues for the six month period ended September 28, 1997 were down by 47%
compared to the same period of the prior year. The decrease in revenues were due
to lower demand by customers.
Cost of revenues in the six month period ended September 28, 1997 was 71% of
revenues compared to 82% in the corresponding period of the prior year. Fiscal
1997 was adversely impacted by an increase in inventory reserves.
Research and development expenses were $3,955,000 for the six month period ended
September 28, 1997 compared to $5,734,000 in the comparable period of fiscal
1997. The Company believes that research and development costs will remain below
the fiscal 1997 level.
Selling, general and administrative expenses were $3,470,000 for the six months
ended September 28, 1997 compared to $6,796,000 in the corresponding period of
the prior year. Fiscal 1997 was adversely impacted by an increase in accounts
receivable reserves.
Net interest expense was $509,000 for the six month period ended September 28,
1997 compared to $682,000 for the corresponding period of the prior year.
Net loss was $1,493,000 for the six month period ended September 28, 1997
compared to a loss of $7,523,000 for the same period of the prior year. Loss per
share was $.05 for the six month period ended September 28, 1997 compared to
$.26 loss per share for the same period of the prior year.
<PAGE> 12
Liquidity and Capital Resources
At September 28, 1997, the Company had cash and cash equivalents of
approximately $13,679,000. 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> 13
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> 14
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> 15
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
- - ---------------- ---------------------------------
October 30, 1997 George Rassam
Chief Financial Officer
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibits
- - -------- --------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-29-1998
<PERIOD-START> MAR-31-1997
<PERIOD-END> SEP-28-1997
<CASH> 3,679
<SECURITIES> 0
<RECEIVABLES> 4,403
<ALLOWANCES> 0
<INVENTORY> 1,792
<CURRENT-ASSETS> 21,973
<PP&E> 86,080
<DEPRECIATION> 75,359
<TOTAL-ASSETS> 32,769
<CURRENT-LIABILITIES> 15,639
<BONDS> 0
0
0
<COMMON> 30
<OTHER-SE> 70,326
<TOTAL-LIABILITY-AND-EQUITY> 32,769
<SALES> 11,021
<TOTAL-REVENUES> 11,021
<CGS> 7,745
<TOTAL-COSTS> 7,745
<OTHER-EXPENSES> 3,575
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 197
<INCOME-PRETAX> (496)
<INCOME-TAX> 0
<INCOME-CONTINUING> (496)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (496)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
