<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 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.
<TABLE>
<CAPTION>
Outstanding at
Common Stock, $0.001 par value December 28, 1997
-----------------
<S> <C>
28,246,418
</TABLE>
<PAGE> 3
IMP, Inc.
FORM 10-Q
THIRD QUARTER
INDEX
Part I: Financial Information (unaudited)
<TABLE>
<CAPTION>
Page
<S> <C>
Condensed Balance Sheet at 4
December 28, 1997 and March 30, 1997
Condensed Statement of 5
Operations for the three months ended
December 28, 1997 and December 29, 1996
Condensed Statement of 6
Operations for the nine months ended
December 28, 1997 and December 29, 1996
Condensed Statement of Cash 7
Flows for the nine months ended
December 28, 1997 and December 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
</TABLE>
<PAGE> 4
IMP, Inc.
CONDENSED BALANCE SHEET
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
ASSETS
Dec 28, 1997 March 30, 1997
-------- --------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 13,554 $ 13,306
Accounts receivable - net 5,508 6,112
Inventories 2,548 3,306
Deposits and other current assets 1,385 759
-------- --------
Total current assets 22,995 23,483
Leasehold improvements and equipment 86,259 85,998
Accumulated depreciation (76,831) (72,285)
-------- --------
Net leasehold improvements and equipment 9,428 13,713
Other long term assets 75 75
-------- --------
$ 32,498 $ 37,271
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 6,226 $ 4,111
Accrued payroll and related expenses 1,687 1,563
Other accrued liabilities 368 750
Current portion of capital lease obligations
and notes payable 8,747 7,472
-------- --------
Total current liabilities 17,028 13,896
Long-term portion of notes payable
and capital lease obligations 3,706 9,074
Stockholders' equity:
Common stock 30 30
Additional paid-in capital 70,370 70,274
Accumulated deficit (54,739) (52,106)
Treasury stock at cost (3,897) (3,897)
-------- --------
Total stockholders' equity 11,764 14,301
-------- --------
$ 32,498 $ 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
------------------------
Dec 28, 1997 Dec 29, 1996
-------- --------
<S> <C> <C>
Net revenues $ 9,398 $ 15,127
Cost of revenues 7,056 13,071
-------- --------
Gross profit 2,342 2,056
Operating expenses:
Research and development 2,400 2,494
Selling, general and administrative 965 1,441
Restructuring charges -- --
-------- --------
Operating income (loss) (1,023) (1,879)
Interest:
Expense (261) (348)
Income 144 94
-------- --------
Net interest (117) (254)
Income (loss) before provision for
income taxes (1,140) (2,133)
Provision for income taxes -- --
-------- --------
Net income (loss) $ (1,140) $ (2,133)
======== ========
Basic and diluted net income (loss)
per share $ (.04) $ (.08)
======== ========
Shares used to compute basic and
diluted net income (loss) per share 28,246 28,134
======== ========
</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 28, 1997 Dec 29, 1996
-------- --------
<S> <C> <C>
Net revenues $ 31,425 $ 56,863
Cost of revenues 22,642 47,186
-------- --------
Gross profit 8,783 9,677
Operating expenses:
Research and development 6,355 8,228
Selling, general and administrative 4,435 8,237
Restructuring charges -- 1,862
-------- --------
Operating income (loss) (2,007) (8,650)
Interest:
Expense (1,068) (1,161)
Income 442 225
-------- --------
Net interest (626) (936)
Income (loss) before provision for
income taxes (2,633) (9,586)
Provision for income taxes -- 70
-------- --------
Net income (loss) $ (2,633) $ (9,656)
======== ========
Basic and diluted net income (loss)
per share $ (.09) $ (.34)
======== ========
Shares used to compute basic and
diluted net income (loss) per share 28,224 28,096
======== ========
</TABLE>
See notes to unaudited condensed financial statements.
<PAGE> 7
IMP, Inc.
CONDENSED STATEMENT OF CASH FLOWS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
------------------------
Dec 28, 1997 Dec 29, 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (2,633) $ (9,656)
Adjustments to reconcile net income (loss)
to net cash provided by
operating activities:
Depreciation and amortization 4,546 5,377
Increase (decrease) from changes in:
Accounts receivable 604 5,334
Inventories 758 7,572
Deposits and other current assets (626) (176)
Trade accounts payable 2115 (2,293)
Accrued payroll and related expenses 124 (594)
Other accrued liabilities (382) (1,169)
-------- --------
Net cash (used for) provided by
operating activities 4,506 4,395
-------- --------
Cash flows from investing activities:
Net cash used for investing activities
for purchase of capital equipment (261) (214)
-------- --------
Cash flows from financing activities:
Payments of principal under capital
lease obligation (4,093) (235)
Payments on notes payable -- (735)
Proceeds from issuance of common stock 96 1,219
-------- --------
Net cash (used for) provided by
financing activities (3,997) 249
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C>
Net increase (decrease) in cash and cash
equivalents 248 4,430
Cash and cash equivalents at beginning of
the period 13,306 9,038
-------- --------
Cash and cash equivalents at end of the
period $ 13,554 $ 13,468
======== ========
Supplemental cash flow disclosures:
Interest paid $ 626 $ 937
Supplemental non cash disclosures:
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 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>
Dec 28, 1997 March 30, 1997
------ ------
<S> <C> <C>
Raw materials $ 863 $ 965
Work-in-process 1,089 1,589
Finished goods 596 752
------ ------
$2,548 $3,306
====== ======
</TABLE>
3. Notes Payable
Line of credit - At December 28, 1997, the Company had an extension on
its 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
expired on October 31, 1997, and the Company is in the process of
renewing 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
December 28, 1997 the
<PAGE> 10
Company was not in compliance with certain financial covenants, for
which it expects to obtain a waiver from the bank. The balance
outstanding under this line on December 28, 1997 was approximately
$2,200,000.
Equipment notes payable - The Company had a $5,000,000 facility with an
assets based lender, which is fully utilized. This note does not
contain any restrictive financial covenants. The balance outstanding
under this line at December 28, 1997 was approximately $3,300,000.
4. Earning per share
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No 128 ("SFAS 128")
"Earning per Share". This statement redefines earnings per share under
generally accepted accounting principles. Under the new standard,
primary earnings per share is replaced by basic earnings per share and
fully diluted earnings per share is replaced by diluted earnings per
share. As required, the Company adopted the new standard in the fourth
calendar quarter of 1997.
(In thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------ ------------------------
Dec 28, 1997 Dec 29, 1996 Dec 28, 1997 Dec 29, 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net loss available to
stockholders (numerator) ($ 1,140) ($ 2,133) ($ 2,633) ($ 9,656)
Share calculation (denominator):
Weighted aveage shares oustanding 28,246 28,134 28,224 28,096
Basic and diluted loss per share ($ 0.04) ($ 0.06) ($ 0.09) ($ 0.34)
======== ======== ======== ========
</TABLE>
Options to purchase 284,588 and 284,588 shares of common stock were oustanding
during the three and nine month periods ended December 28, 1997 and December 29,
1996 respectively but were not included in the computations of diluted EPS as
the Company was in a loss situation and to do so would have been anti-dilutive.
<PAGE> 11
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 1998 Compared to Third Quarter
of Fiscal 1997
Net revenues for the third quarter of fiscal 1998 were $9.4 million compared to
$15.1 million for the same period of the prior year. However, revenues are down
from the prior quarter revenue of $11.0 million. This is due to loss of Iomega
revenue offset by additional revenue from the Company's foundry business.
Cost of revenues in the third fiscal quarter of 1998 was 75% of revenues
compared to 86% for the same quarter in the prior year. Fiscal 1997 was
adversely impacted by an increase in inventory reserves.
Research and development expenses were $2,400,000 in the third quarter of fiscal
1998 compared to $2,494,000 in the corresponding quarter of the prior year. The
Company expensed $350,000 for costs associated with certain product licensing
fees.
Selling, general and administrative expenses were $965,000 on the third quarter
of fiscal 1998 down from $1,441,000 in the same quarter of the prior year. The
decrease was primarily due to lower commission expenses.
Net interest expense was $117,000 for the third quarter of fiscal 1998, compared
to $254,000 for fiscal 1997. The decrease is attributed to decreased borrowings.
Net loss for the third quarter of fiscal 1998 was $1,140,000 compared to net
loss of $2,133,000 for the same period of the prior year. This resulted in a
loss per share of $.04 for the third quarter of fiscal 1998 compared to $.08
loss per share in the same period of the prior year.
<PAGE> 12
Results of Operations - First Nine Months of Fiscal 1998 Compared to First Nine
Months of Fiscal 1997
Net revenues for the nine month period ended December 28, 1997 were down by 45%
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 nine month period ended December 28, 1997 was 72% of
revenues compared to 83% in the corresponding period of the prior year. Fiscal
1997 was adversely impacted by an increase in inventory reserves.
Research and development expenses were $6,355,000 for the nine month period
ended December 28, 1997 compared to $8,228,000 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 $4,435,000 for the nine months
ended December 28, 1997 compared to $8,237,000 in the corresponding period of
the prior year. Fiscal 1997 was adversely impacted by an increase in accounts
receivable reserves.
Net interest expense was $626,000 for the nine month period ended December 28,
1997 compared to $936,000 for the corresponding period of the prior year.
Net loss was $2,633,000 for the nine month period ended December 28, 1997
compared to a loss of $9,656,000 for the same period of the prior year. Loss per
share was $.09 for the nine month period ended December 28, 1997 compared to
$.34 loss per share for the same period of the prior year.
<PAGE> 13
Liquidity and Capital Resources
At December 28, 1997, the Company had cash and cash equivalents of approximately
$13,554,000. 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, the Southeast Asia financial crisis, 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
<PAGE> 14
reductions in workforce during fiscal 1997 that primarily affected manufacturing
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. 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.
The "year 2000 issue". Currently the Company is working with its vendors who
supplied large systems for engineering and production. The Company is in the
process of developing a plan to determine the impact of the third party software
on its operations.
<PAGE> 15
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.
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> 16
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
- -------------- ---------------------------------
February 11, 1998 George Rassam
Chief Financial Officer
<PAGE> 17
Exhibit Index
-------------
Exhibit 27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-29-1998
<PERIOD-START> MAR-31-1997
<PERIOD-END> DEC-28-1997
<CASH> 13,554
<SECURITIES> 0
<RECEIVABLES> 5,508
<ALLOWANCES> 0
<INVENTORY> 2,548
<CURRENT-ASSETS> 22,995
<PP&E> 86,259
<DEPRECIATION> (76,831)
<TOTAL-ASSETS> 32,498
<CURRENT-LIABILITIES> 17,028
<BONDS> 0
0
0
<COMMON> 30
<OTHER-SE> 70,370
<TOTAL-LIABILITY-AND-EQUITY> 32,498
<SALES> 9,398
<TOTAL-REVENUES> 9,398
<CGS> 7,056
<TOTAL-COSTS> 7,056
<OTHER-EXPENSES> 3,365
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 117
<INCOME-PRETAX> (1,140)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,140)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,140)
<EPS-PRIMARY> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
