-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PIlv4rpS6S+j5IC6H8AaEkbJX/2JR55ZSpp9SaPDRdNXlVNDGSXX0uV5ais4Ub/j c8hVqX3yodsS0hgR3OiZpQ== 0000912057-02-029640.txt : 20020802 0000912057-02-029640.hdr.sgml : 20020802 20020802140643 ACCESSION NUMBER: 0000912057-02-029640 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IBIS TECHNOLOGY CORP CENTRAL INDEX KEY: 0000855182 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042987600 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-23150 FILM NUMBER: 02718235 BUSINESS ADDRESS: STREET 1: 32 CHERRY HILL DR CITY: DANVERS STATE: MA ZIP: 01923 BUSINESS PHONE: 9787774247 MAIL ADDRESS: STREET 1: 32 CHERRY HILL DR CITY: DANVERS STATE: MA ZIP: 01923 10-Q 1 a2085856z10-q.txt FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20569 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended JUNE 30, 2002 ------------- 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 0-23150 ------- IBIS TECHNOLOGY CORPORATION - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2987600 - ------------------------------- --------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
32 CHERRY HILL DRIVE, DANVERS, MA 01923 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (978) 777-4247 - ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 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 ___ ---- 9,436,170 shares of Common Stock, par value $.008, were outstanding on August 1, 2002. IBIS TECHNOLOGY CORPORATION INDEX
PAGE NUMBER PART 1 - FINANCIAL INFORMATION Item 1 - Financial Statements: Balance Sheets December 31, 2001 and June 30, 2002 (unaudited)................................. 3 Statements of Operations Three Months Ended June 30, 2001 and 2002 and Six Months Ended June 30, 2001 and 2002 (unaudited)............................. 4 Statements of Cash Flows Six Months Ended June 30, 2001 and 2002 (unaudited)............................. 5 Notes to Unaudited Interim Financial Statements..................................... 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations............................................. 10 Item 3 - Quantitative and Qualitative Disclosure About Market Risk.................... 17 PART II - OTHER INFORMATION Item 1 - Legal Proceedings............................................................ 17 Item 2 - Changes in Securities........................................................ 17 Item 3 - Defaults upon Senior Securities.............................................. 17 Item 4 - Submission of Matters to a Vote of Security Holders.......................... 17 Item 5 - Other Information............................................................ 17 Item 6 - Exhibits and Reports on Form 8-K ............................................ 17 Signatures .......................................................................... 18
2 IBIS TECHNOLOGY CORPORATION BALANCE SHEETS
DECEMBER 31, JUNE 30, 2001 2002 ---------------- ------------ (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents.................................................... $ 13,087,799 $ 21,572,609 Accounts receivable, trade, net.............................................. 5,765,614 1,037,392 Inventories (note 3)......................................................... 1,535,512 1,861,791 Deferred costs............................................................... 2,474,264 3,099,638 Prepaid expenses and other current assets....................................... 210,530 286,879 ------------- ------------- Total current assets................................................... 23,073,719 27,858,309 ------------- ------------- Property and equipment.......................................................... 43,039,864 46,275,545 Less: Accumulated depreciation and amortization............................. (13,297,308) (16,242,218) ------------- ------------- Net property and equipment............................................ 29,742,556 30,033,327 Patents and other assets, net................................................... 2,104,029 2,025,659 ------------- ------------- Total assets........................................................... $ 54,920,304 $ 59,917,295 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Capital lease obligation, current......................................... $ 1,502,524 $ 1,505,378 Accounts payable.......................................................... 1,124,180 3,184,952 Accrued liabilities....................................................... 2,429,956 1,808,205 Deferred revenue.......................................................... 6,785,299 6,617,299 ------------- ------------- Total current liabilities.............................................. 11,841,959 13,115,834 Capital lease obligation, noncurrent........................................ 2,684,766 1,931,869 Deferred gain on capital lease............................................ 33,705 27,570 ------------- ------------- Total liabilities...................................................... 14,560,430 15,075,273 ------------- ------------- STOCKHOLDERS' EQUITY: Undesignated preferred stock, $.01 par value. Authorized 2,000,000 shares; none issued.................................... -- -- Common stock, $.008 par value. Authorized 50,000,000 shares; issued 8,412,138 shares and 9,436,170 shares in 2001 and 2002, respectively.......................... 67,297 75,489 Additional paid-in capital.................................................. 66,618,223 78,906,581 Accumulated deficit......................................................... (26,325,646) (34,140,048) ------------- ------------- Total stockholders' equity............................................. 40,359,874 44,842,022 ------------- ------------- Total liabilities and stockholders' equity............................. $ 54,920,304 $ 59,917,295 ============= =============
See accompanying notes to unaudited interim financial statements. 3 IBIS TECHNOLOGY CORPORATION STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------------- ----------------------------- 2001 2002 2001 2002 ------------- ------------ ------------- ------------- NET SALES AND REVENUE: Product sales..................................... $ 771,550 $ 1,574,987 $ 3,234,945 $ 2,981,317 Contract and other revenue........................ 145,006 99,782 345,893 172,060 Equipment revenue................................. 339,862 183,222 876,085 329,960 ----------- ----------- ----------- ------------ Total net sales and revenue (note 2)........... 1,256,418 1,857,991 4,456,923 3,483,337 COST OF SALES AND REVENUE: Cost of product sales............................. 1,857,699 3,314,286 3,650,307 6,282,638 Cost of contract and other revenue................ 194,584 5,374 261,373 87,257 Cost of equipment revenue......................... 161,991 94,579 413,435 158,844 ----------- ----------- ----------- ------------ Total cost of sales and revenue................ 2,214,274 3,414,239 4,325,115 6,528,739 ----------- ----------- ----------- ------------ Gross profit (loss)............................ (957,856) (1,556,248) 131,808 (3,045,402) ----------- ----------- ----------- ------------ OPERATING EXPENSES: General and administrative........................ 589,580 612,012 1,132,556 1,141,619 Marketing and selling............................. 529,258 400,855 1,020,910 773,400 Research and development.......................... 1,223,927 1,555,418 2,405,256 3,010,139 ----------- ----------- ----------- ------------ Total operating expenses....................... 2,342,765 2,568,285 4,558,722 4,925,158 ----------- ----------- ----------- ------------ Loss from operations........................... (3,300,621) (4,124,533) (4,426,914) (7,970,560) ----------- ----------- ----------- ------------ OTHER INCOME (EXPENSE): Interest income................................... 245,193 99,714 588,350 163,799 Interest expense.................................. (697) (3,021) (1,463) (6,385) Other............................................. 7,571 -- 7,571 -- ----------- ----------- ----------- ----------- Total other income............................. 252,067 96,693 594,458 157,414 ----------- ----------- ----------- ----------- Loss before income taxes....................... (3,048,554) (4,027,840) (3,832,456) (7,813,146) Income tax expense.................................. -- -- 1,256 1,256 ----------- ----------- ----------- ----------- Net loss....................................... $(3,048,554) $(4,027,840) $(3,833,712) $(7,814,402) =========== =========== =========== =========== Net loss per common share: Basic.............................................. $ (0.36) $ (0.43) $ (0.46) $ (0.87) =========== =========== =========== =========== Diluted............................................ $ (0.36) $ (0.43) $ (0.46) $ (0.87) =========== =========== =========== =========== Weighted average number of common shares outstanding: Basic.............................................. 8,374,346 9,420,391 8,363,398 8,968,823 =========== =========== =========== =========== Diluted............................................ 8,374,346 9,420,391 8,363,398 8,968,823 =========== =========== =========== ===========
See accompanying notes to unaudited interim financial statements. 4 IBIS TECHNOLOGY CORPORATION STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 2001 2002 -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss................................................................... $ (3,833,712) $ (7,814,402) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization........................................... 1,481,382 3,107,055 Gain on sale of equipment............................................... 7,571 -- Changes in operating assets and liabilities: Accounts receivable, trade.............................................. (75,130) 4,728,222 Unbilled revenue........................................................ 345,789 -- Inventories............................................................. (3,150,284) (326,279) Prepaid expenses and other current assets............................... 90,817 (701,723) Accounts payable........................................................ 1,479,596 2,060,772 Accrued liabilities and deferred revenue................................ (993,351) (789,751) -------------- --------------- Net cash (used in) provided by operating activities..................... (4,647,322) 263,894 -------------- --------------- CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property and equipment, net................................... (4,523,943) (3,235,682) Other assets............................................................... (50,062) (83,774) -------------- --------------- Net cash used in investing activities................................... (4,574,005) (3,319,456) -------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES: Payments of capital lease obligations...................................... (5,182) (756,178) Exercise of stock options and warrants..................................... 248,589 183,081 Proceeds from sale of common stock net of issuance costs................................................. -- 12,113,469 -------------- --------------- Net cash provided by financing activities............................... 243,407 11,540,372 -------------- --------------- Net increase (decrease) in cash and cash equivalents.................... (8,977,920) 8,484,810 Cash and cash equivalents, beginning of period............................. 26,366,299 13,087,799 -------------- --------------- Cash and cash equivalents, end of period................................... $ 17,388,379 $ 21,572,609 ============== ================ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest................................... $ 1,463 $ 6,385 ============== ================
See accompanying notes to unaudited interim financial statements. 5 IBIS TECHNOLOGY CORPORATION NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS (1) INTERIM FINANCIAL STATEMENTS The accompanying financial statements are unaudited, except for the Balance Sheet as of December 31, 2001, and have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, the interim financial statements include all adjustments which consist only of normal and recurring adjustments necessary for a fair presentation of the Company's financial position and results of operations. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company as of and for the year ended December 31, 2001 which are included in the Company's Annual Report on Form 10-K. (2) REVENUE RECOGNITION The Company recognizes revenue from product sales, equipment sales and the sales of spare parts when all of the following criteria have been met: (1) evidence exists that the customer is bound to the transaction; (2) the product has been delivered to the customer; (3) the sales price to the customer has been fixed or is determinable; and (4) collectibility of the sales price is reasonably assured. Provisions for estimated sales returns and allowances are made at the time the products are sold. Revenue derived from services is recognized upon performance. Contract revenue is recognized on the percentage-of-completion method. Provisions for anticipated losses are made in the period in which such losses become determinable. Unbilled revenue under customer contracts represents revenue earned under the percentage-of-completion method but not yet billable under the terms of the contract. These amounts are billable based on the terms of the contract, which can include shipment of the product, achievement of milestones or completion of the contract. (3) INVENTORIES Inventories consist of the following:
DECEMBER 31, JUNE 30, 2001 2002 ---- ---- Raw materials............................. $ 390,345 $ 829,544 Work in process........................... 262,449 591,290 Finished goods............................ 882,718 440,957 ---------- ---------- Total inventory........................... $1,535,512 $1,861,791 ========== ==========
(4) CAPITALIZATION In March 2002, Ibis completed a public offering of 900,000 shares of common stock at $13 per share, and on April 1, 2002, 100,000 shares were exercised as an over allotment option by the underwriter. Net proceeds to the Company were approximately $12,100,000. 6 IBIS TECHNOLOGY CORPORATION NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS (5) NET LOSS PER SHARE Net loss per share of common stock is computed based upon the weighted average number of shares outstanding during each period and including the dilutive effect, if any, of stock options and warrants. SFAS 128 requires the presentation of basic and diluted earnings (loss) per share for all periods presented. As the Company was in a net loss position for the three and six months ended June 30, 2001 and June 30, 2002, common stock equivalents of 169,497, 239,043, 104,023 and 150,236, respectively, were excluded from the diluted loss per share calculation, as they would be antidilutive. As a result, diluted loss per share is the same as basic loss per share for all periods presented. (6) INDUSTRY SEGMENTS The Company's reportable segments are SIMOX Wafer Products, SIMOX Equipment and Other Products or Services. For purposes of segment reporting, equipment, equipment spares and field service revenue are combined and reported as SIMOX Equipment. Government contracts, other services and license revenue are combined and reported as Other Products or Services. The table below provides unaudited information for the three and six months ended June 30, 2001 and 2002 pertaining to the Company's three industry segments.
SIMOX WAFER SIMOX OTHER PRODUCTS PRODUCTS EQUIPMENT OR SERVICES TOTAL ------------ ------------ --------------- ----- NET SALES AND REVENUE Three Months Ended June 30, 2001 $ 771,550 $ 339,862 $ 145,006 $ 1,256,418 Three Months Ended June 30, 2002 1,574,987 183,222 99,782 1,857,991 Six Months Ended June 30, 2001 3,234,945 876,085 345,893 4,456,923 Six Months Ended June 30, 2002 2,981,317 329,960 172,060 3,483,337 OPERATING INCOME (LOSS) Three Months Ended June 30, 2001 (1,915,655) (745,809) (49,577) (2,711,041) Three Months Ended June 30, 2002 (2,438,456) (1,168,472) 94,408 (3,512,520) Six Months Ended June 30, 2001 (1,789,273) (1,589,605) 84,520 (3,294,358) Six Months Ended June 30, 2002 (4,640,304) (2,273,439) 84,803 (6,828,940) ASSETS June 30, 2002 30,783,441 6,623,780 136,745 37,543,966 CAPITAL EXPENDITURES Three Months Ended June 30, 2001 3,415,838 -- -- 3,415,838 Three Months Ended June 30, 2002 2,456,123 69,296 -- 2,525,419 Six Months Ended June 30, 2001 4,344,849 47,808 -- 4,392,657 Six Months Ended June 30, 2002 3,075,275 103,778 -- 3,179,053 DEPRECIATION AND AMORTIZATION OF PROPERTY AND EQUIPMENT Three Months Ended June 30, 2001 617,792 135,594 -- 753,386 Three Months Ended June 30, 2002 1,164,293 353,509 -- 1,517,802 Six Months Ended June 30, 2001 1,209,009 212,312 -- 1,421,321 Six Months Ended June 30, 2002 2,303,554 758,077 -- 3,061,631
7 IBIS TECHNOLOGY CORPORATION NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS The table below provides the reconciliation of reportable segment operating loss and assets to Ibis' totals.
THREE MONTHS ENDED SIX MONTHS ENDED --------------------------- ----------------------------- JUNE 30, JUNE 30, --------------------------- ------------------------------ 2001 2002 2001 2002 --------- ------------ ---------- ------------ SEGMENT RECONCILIATION Loss Before Income Taxes: Total operating loss for reportable segments $ (2,711,041) $ (3,512,520) $ (3,294,358) $ (6,828,940) Corporate general & administrative expenses (589,580) (612,013) (1,132,556) (1,141,620) Net other income 252,067 96,693 594,458 157,414 ------------ ------------- ------------- ------------ Loss before income taxes (3,048,554) (4,027,840) (3,832,456) (7,813,146) ============ ============= ============= ============ Capital Expenditures: Total capital expenditures for reportable segments 3,415,838 2,525,419 4,392,657 3,179,053 Corporate capital expenditures 84,690 31,048 131,286 56,629 ------------ ------------- ------------- ------------ Total capital expenditures 3,500,528 2,556,467 4,523,943 3,235,682 ============ ============= ============= ============ Depreciation and Amortization: Total depreciation and amortization for reportable segments 753,386 1,517,802 1,421,321 3,061,631 Corporate depreciation and amortization 31,500 11,255 60,061 45,424 ------------ ------------- ------------- ------------ Total depreciation and amortization 784,886 1,529,057 1,481,382 3,107,055 ============ ============= ============= ============ BALANCE AS OF 6/30/02 ------------- Assets: Total assets for reportable segments 37,543,966 Cash & cash equivalents not allocated to segments 21,572,609 Other unallocated assets 800,720 ------------ Total assets 59,917,295 ============
8 IBIS TECHNOLOGY CORPORATION NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS (7) NEW ACCOUNTING PRONOUNCEMENTS Statement of Financial Accounting Standards No. 141, "Business Combinations", ("SFAS 141"), issued in June 2001, addresses financial accounting and reporting for business combinations which were initiated after June 30, 2001. This Statement also applies to all business combinations accounted for using the purchase method for which the date of acquisition is July 1, 2001, or later. The implementation of SFAS 141 did not have any impact on its financial condition or results of operations. Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", ("SFAS 142"), issued in June 2001, addresses financial accounting and reporting for acquired goodwill and intangible assets. The provisions of SFAS 142 are required to be applied starting with fiscal years beginning after December 15, 2001. Early application is permitted for entities with fiscal years beginning after March 15, 2001, provided that the first interim financial statements have not previously been issued. Impairment losses for goodwill and indefinite-lived intangible assets that arise due to the initial application of this Statement (resulting from a transitional impairment test) are to be reported as resulting from a change in accounting principle. The implementation of SFAS 142 did not have any impact on its financial condition or results of operations. Statement of Financial Accounting Standards No. 143, "Accounting For Asset Retirement Obligations", ("SFAS 143"), issued in August 2001, addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and for the associated retirement costs. SFAS 143 applies to all entities that have a legal obligation associated with the retirement of a tangible long-lived asset and is effective for fiscal years beginning after June 15, 2001. The Company does not expect the implementation of SFAS 143 to have a material impact on its financial condition or results of operations. Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", ("SFAS 144"), issued in October 2001, addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS 144, which applies to all entities, is effective for fiscal years beginning after December 15, 2001. The implementation of SFAS 144 did not have any impact on its financial condition or results of operations. Statement of Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections," effective for fiscal years beginning May 15, 2002 or later that rescinds FASB Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, FASB Statement No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements, and FASB Statement No. 44, Accounting for Intangible Assets of Motor Carriers. This Statement Amends FASB Statement No. 4 and FASB Statement No. 13, Accounting for Leases, to eliminate an inconsistency between the required accounting for sale-leaseback transactions. This Statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The Company does not expect the implementation of SFAS No. 145 to have a material impact on its financial condition or results of operations. 9 IBIS TECHNOLOGY CORPORATION PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Ibis Technology Corporation ("Ibis") was formed in October 1987 and when we began operations in 1988, most of our revenue was derived from research and development contracts and sales of SIMOX-SOI wafers for military applications. During 1995 to 2001, sources from sales of SIMOX-SOI wafers for commercial applications surpassed those from military applications and in 1996 we began selling our proprietary oxygen ion implanter, the Ibis 1000. Our revenues have been primarily derived from commercial sales of wafers for evaluation purposes and from commercial equipment sales. In 1999, we commenced a program to design and develop the i2000 and in January 2002, we successfully performed the first implants using the i2000. We began shipping limited quantities of 300 mm Advantox MLD wafers using this implanter, but continue to share the i2000 implanter between wafer manufacturing and engineering for factory automation software development. Ibis expects to expand its commercial applications over the next several years with our SIMOX-SOI products, which include both the licensed modified low dose ("MLD") wafer process and the i2000, an oxygen ion implanter that is capable of producing eight and twelve inch (or 200 and 300 mm) SIMOX-SOI wafers. We anticipate 2002 to be a year focused on wafer sales as opposed to implanter system sales and that in future years our business is more likely to include a growing component of equipment sales. Commercial shipments of our wafers have been used principally for evaluation purposes or pilot production in products, including microprocessors, gate arrays, ASICs (application specific integrated circuits), memories (DRAMs, SRAMs, etc.), and cellular and mobile radio components. From our customers' perspective, the pathway to SOI adoption is complex and time consuming. Typically, a customer will go through three major stages: o Sampling, where preliminary performance characteristics are explored and verified; o R&D, where specific customer specifications are tested and developed; and o Production, where yield and cost benefits are optimized. Each of these stages has many steps, and customers must evaluate each new wafer technology that essentially lays a new foundation for substantially all other processes they have spent billions of dollars and decades of time developing. Accordingly, it takes anywhere from 12 to 36 months for a customer to proceed from initial sampling through R&D to initial production, which is not unlike the standard process for qualifying any new wafer material. These steps apply each time there is a change in the customer's fabrication process, such as a feature-size change or new material. During the first half of 2002, we received initial production orders for 200 mm Advantox(R) MLD wafers, signaling what we expect is the start of a critical transition from shipping MLD wafers for test and evaluation purposes to delivering wafers for volume production of semiconductor products. We expect orders of this type to increase over the next several quarters. During the first quarter, we also introduced our new oxygen ion implanter, the i2000, specifically designed for volume manufacturing of high quality, low-cost, 200 and 300 mm SIMOX-SOI wafers for advanced semiconductor devices. We also announced the receipt of orders for 300 mm Advantox MLD wafers, which we began producing on the i2000 system in the first quarter. Demand for our 300 mm SIMOX-SOI wafers, for sampling and R&D applications, continues to exceed our capacity. To date, most of our customers have purchased wafers for the purpose of characterizing and evaluating the wafers, developing prototype products or for pilot production, consequently historical sales are not necessarily an indication of future operations. As a result, inventory valuation is a critical accounting policy for Ibis. Our policy is to value our wafers at market when costs exceed market and to reserve for a possible over supply of wafers utilizing inventory aging records and for obsolescence when engineering changes or other technological advances indicate that obsolescence has occurred. 10 IBIS TECHNOLOGY CORPORATION PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Ibis has experienced quarterly and annual fluctuations in revenue and results of operations due to the timing of implanter equipment sales and dependence on a limited number of customers. We expect these fluctuations to continue in the foreseeable future. We recognize implanter revenue in accordance with SAB 101, which includes among other criteria, the shipment and factory installation of the implanter at the customer's location. As a result, deferral of revenue may extend longer due to meeting these criteria. At December 31, 2001, we had Ibis 1000 implanter capacity available to produce up to approximately 150,000 200 mm SIMOX wafers; this varies depending on product mix. Ibis has no plans to build additional Ibis 1000 implanters. Based upon existing orders and anticipated demand for 300 mm SIMOX-SOI wafers and i2000 implanters, this year we intend to upgrade our i2000 manufacturing facility, build three additional i2000's and increase our 300 mm wafer processing operations (anneal, clean and metrology). It should be noted that a majority of the 300 mm equipment could also accommodate 200 mm wafers. Management of Ibis believes that our financial results will continue to reflect losses in the near term, until such time as demand for our products approaches our capacity. Although our implanters are currently underutilized, Management does not believe that these assets are impaired. We will continue to review our assumptions about our long-lived assets on a periodic basis for potential impairment in future quarters. We cannot be sure that our implanters or other long-lived assets will not become impaired in the future. In addition, the impairment factors evaluated by Management may change in subsequent periods, given the current trends of the business environment. 11 IBIS TECHNOLOGY CORPORATION PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) RESULTS OF OPERATIONS SECOND QUARTER ENDED JUNE 30, 2002 COMPARED TO SECOND QUARTER ENDED JUNE 30, 2001 PRODUCT SALES. Wafer product sales increased $803,437 or 104%, to $1,574,987 for the second quarter ended June 30, 2002 from $771,550 for the second quarter ended June 30, 2001. This increase in product sales is due mainly to significant increases in production orders from three customers, one a major US chipmaker and two optical components manufacturers. Also contributing to this increase is the shipment of 300 mm wafers which have a higher average selling price than the smaller wafer sizes. These were offset by a decrease in wafer sales in the Pacific Rim due to reduced wafer requirements from one of our customers that began producing SIMOX wafers on the Ibis 1000 implanter which we previously sold and installed for them in the first half of last year. CONTRACT AND OTHER REVENUE. Contract and other revenue includes revenue derived from government contracts, license agreements, characterization and other services. Contract and other revenue decreased for the second quarter ended June 30, 2002 to $99,782 from $145,006 for the second quarter ended June 30, 2001, a decrease of $45,224 or 31%. This decrease is attributable to a decrease in government contract work. EQUIPMENT REVENUE. Equipment revenue represents revenue recognized from sales of implanters, spare parts and field service revenue. Equipment revenue decreased to $183,222 for the second quarter ended June 30, 2002 from $339,862 for the second quarter ended June 30, 2001, a decrease of $156,640 or 46%. Equipment revenue in both quarters consisted solely of parts and service revenue. Field service revenue accounted for $70,500 of equipment revenue for the second quarter ended June 30, 2002 as compared to $124,235 of equipment revenue for the same period last year. Sales of spare parts accounted for $113,172 of equipment revenue for the second quarter ended June 30, 2002 as compared to $215,627 of equipment revenue for the second quarter ended June 30, 2001. Due to the small number of implanters in the field, we continue to experience quarterly fluctuations in spare parts and service revenue. TOTAL NET SALES AND REVENUE. Total net revenue for the second quarter ended June 30, 2002 was $1,857,991, an increase of $601,573, or 48%, from total revenue of $1,256,418 for the second quarter ended June 30, 2001. This increase resulted from an increase in wafer product sales. TOTAL COST OF SALES AND REVENUE. Cost of wafer product sales for the second quarter ended June 30, 2002 was $3,314,286, compared to $1,857,699 for the second quarter ended June 30, 2001, an increase of $1,456,587 or 78%. This increase is primarily attributable to an increase in fixed costs associated with production, mainly depreciation and amortization. Royalty expenses and outside testing services incurred on the MLD process and repair and maintenance also increased. In addition, we increased our reserve for wafer inventory obsolescence by approximately $221,000 due to the aging of certain products. Cost of contract and other revenue consists of labor and materials expended during the quarter. Cost of contract and other revenue for the second quarter ended June 30, 2002 was $5,374, as compared to $194,584 for the second quarter ended June 30, 2001, a decrease of $189,210, or 97%. This decrease is attributable to a decrease of work performed on contracts. Cost of equipment revenue represents the cost of equipment, and spare parts, along with labor incurred for field service. Cost of equipment revenue for the second quarter ended June 30, 2002 was $94,579 as compared to $161,991 for the second quarter ended June 301, 2001, a decrease of $67,412 or 42%. This is due to decreased demand for parts and services. As a result of the foregoing, the total cost of sales and revenue for the second quarter ended June 30, 2002 was $3,414,239 as compared to $2,214,274 for the second quarter ended June 30, 2001, an increase of $1,199,965 or 54%. The gross margin for all sales was a negative 84% for the second quarter ended June 30, 2002 as compared to a negative gross margin of 76% for the second quarter ended June 30, 2001. This decrease in gross margin for all sales is attributable to an increase in fixed wafer costs, increases in repair and maintenance, royalties, outside testing services and reserve for excess or obsolete wafer parts, and decreased parts and service sales, which typically have higher margins. 12 IBIS TECHNOLOGY CORPORATION PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses for the second quarter ended June 30, 2002 were $612,012 (or 33% of total revenue) as compared to $589,580 (or 47% of total revenue) for the second quarter ended June 30, 2001, an increase of $22,432, or 4%. This is primarily a result of an increase in payroll and payroll related expenses. MARKETING AND SELLING EXPENSES. Marketing and selling expenses for the second quarter ended June 30, 2002 were $400,855 (or 22% of total revenue) as compared to $529,258 (or 42% of total revenue) for the second quarter ended June 30, 2001, a decrease of $128,403, or 24%. The decrease in marketing and selling expenses is primarily a result of decreases in payroll and payroll related expenses, consulting, advertising and public relations. RESEARCH AND DEVELOPMENT EXPENSES. Internally funded research and development expenses increased by $331,491 or 27%, to $1,555,418 (or 84% of total revenue) for the second quarter ended June 30, 2002, as compared to $1,223,927(or 97% of total revenue) for the second quarter ended June 30, 2001. This increase is mainly due to increased depreciation on fixed assets, specifically the Ibis 1000 R&D tool and i2000 test stands which Ibis began depreciating in the second half of 2001 and increases in professional services. OTHER INCOME (EXPENSE). Total other income for the second quarter ended June 30, 2002 was $96,693 as compared to $252,067 for the second quarter ended June 30, 2001, a decrease of $155,374, or 62%. The decrease in total other income is primarily attributable to decreased interest income earned as a result of lower average cash balances and a reduction in interest rates. SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JUNE 30, 2001 PRODUCT SALES. Wafer product sales decreased $253,628 or 8%, to $2,981,317 for the six months ended June 30, 2002 from $3,234,945 for the six months ended June 30, 2001. This decrease in product sales is primarily attributable to a 74% decrease in wafer sales by Ibis in Europe where one of our largest wafer production customers in the optical components arena substantially reduced their requirements beginning in the second quarter of 2001. Wafer sales in the Pacific Rim also decreased by 72% due to reduced wafer requirements from one of our customers that began producing SIMOX wafers on the Ibis 1000 implanter which we previously sold and installed for them in the first half of last year. These were offset by increases in sales in the United States, primarily Advantox MLD wafers and 300mm wafers, which have a higher average selling price than the smaller wafer sizes. CONTRACT AND OTHER REVENUE. Contract and other revenue includes revenue derived from government contracts, license agreements, characterization and other services. Contract and other revenue decreased for the six months ended June 30, 2002 to $172,060 from $345,893 for the six months ended June 30, 2001, a decrease of $173,833 or 50%. This decrease is attributable to a decrease in royalties earned. EQUIPMENT REVENUE. Equipment revenue represents revenue recognized from sales of implanters, spare parts and field service revenue. Equipment revenue decreased to $329,960 for the six months ended June 30, 2002 from $876,085 for the six months ended June 30, 2001, a decrease of $546,125 or 62%. Equipment revenue in both periods consisted solely of parts and service revenue. Field service revenue accounted for $140,850 of equipment revenue for the six months ended June 30, 2002 as compared to $417,385 of equipment revenue for the same period last year. Last year included revenue from installing the Ibis 1000 implanter for a customer in Japan. Sales of spare parts accounted for $189,110 of equipment revenue for the six months ended June 30, 2002 as compared to $458,700 of equipment revenue for the six months ended June 30, 2001. 13 IBIS TECHNOLOGY CORPORATION PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) TOTAL NET SALES AND REVENUE. Total net revenue for the six months ended June 30, 2002 was $3,483,337, a decrease of $973,586, or 22%, from total revenue of $4,456,923 for the six months ended June 30, 2001. TOTAL COST OF SALES AND REVENUE. Cost of wafer product sales for the six months ended June 30, 2002 was $6,282,638, compared to $3,650,307 for the six months ended June 30, 2001, an increase of $2,632,331 or 72%. This increase is primarily attributable to an increase in fixed costs associated with production, mainly depreciation and amortization. Royalty expenses incurred on the MLD process, outside testing and repair and maintenance also increased. In addition, we increased our reserve for wafer inventory obsolescence by approximately $295,000 due to the aging of certain products. Cost of contract and other revenue consists of labor and materials expended during the quarter. Cost of contract and other revenue for the six months ended June 30, 2002 was $87,257, as compared to $261,373 for the six months ended June 30, 2001, a decrease of $174,116, or 67%. This decrease is primarily attributable to a decrease in work performed on contracts. Cost of equipment revenue represents the cost of equipment, the cost for spare parts along with labor incurred for field service. Cost of equipment revenue for the six months ended June 30, 2002 was $158,844 as compared to $413,435 for the six months ended June 30, 2001, a decrease of $254,591 or 62%. This is due to decreased demand for parts and services. As a result of the foregoing, the total cost of sales and revenue for the six months ended June 30, 2002 was $6,528,739 as compared to $4,325,115 for the six months ended June 30, 2001, an increase of $2,203,624 or 51%. The gross margin for all sales was a negative 87% for the six months ended June 30, 2002 as compared to a positive gross margin of 3% for the six months ended June 30, 2001. This decrease in gross margin for all sales is attributable to an increase in fixed wafer costs, increases in repair and maintenance, outside testing, royalties and reserve for excess or obsolete wafer parts, and decreased parts and service sales. GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses for the six months ended June 30, 2002 were $1,141,619 (or 33% of total revenue) as compared to $1,132,556 (or 25% of total revenue) for the six months ended June 30, 2001, an increase of $9,063, or 1%. This is primarily a result of increases in D&O insurance, payroll and payroll related expenses, recruiting and investor relations expenses which were offset by decreases in legal and other professional services. MARKETING AND SELLING EXPENSES. Marketing and selling expenses for the six months ended June 30, 2002 were $773,400 (or 22% of total revenue) as compared to $1,020,910 (or 23% of total revenue) for the six months ended June 30, 2001, a decrease of $247,510, or 24%. The decrease in marketing and selling expenses is primarily a result of decreases in payroll and payroll related expenses, advertising and public relations. RESEARCH AND DEVELOPMENT EXPENSES. Internally funded research and development expenses increased by $604,883 or 25%, to $3,010,139 (or 86% of total revenue) for the six months ended June 30, 2002, as compared to $2,405,256 (or 54% of total revenue) for the six months ended June 30, 2001. This increase is mainly due to depreciation on fixed assets, specifically the Ibis 1000 R&D tool and i2000 test stands which Ibis began depreciating in the second half of 2001 and increased material expenses on Ibis' SIMOX-SOI wafer development programs. These increases were offset by decreases in payroll and payroll related expenses. OTHER INCOME (EXPENSE). Total other income for the six months ended June 30, 2002 was $157,414 as compared to $594,458 for the six months ended June 30, 2001, a decrease of $437,044, or 74%. The decrease in total other income is primarily attributable to decreased interest income earned as a result of lower average cash balances and a reduction in interest rates. 14 IBIS TECHNOLOGY CORPORATION PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) LIQUIDITY AND CAPITAL RESOURCES As of June 30, 2002, Ibis had cash and cash equivalents of $21,572,609, reflecting in large part our receipt of approximately $12.1 million in net proceeds from the March and April 2002 public sale of 900,000 and 100,000, respectively, shares of Common Stock. During the six months ended June 30, 2002, Ibis generated $263,894 in cash from operating activities. This is compared to $4,647,322 of cash used for operating activities for the same period in 2001. Depreciation and amortization expense for the six months ended June 30, 2002 and 2001 was $3,107,055 and $1,481,382, respectively. This accounted for 89% and 33% of total revenue, respectively. Due to the capital intensive nature of Ibis' business and the planned upgrade of our facilities and expansion of 300 mm SIMOX-SOI wafer production capacity, management expects that depreciation and amortization will continue to be a significant portion of its expenses. To date, Ibis' working capital requirements have been funded primarily through debt and equity financings. The principal use of cash during the six months ended June 30, 2002 was to fund additions to property and equipment which totaled $3,235,682. At June 30, 2002, Ibis had commitments to purchase approximately $4,975,675 in material to be used for manufacturing additional i2000 implanters and wafer manufacturing and $3,799,402 in capital equipment purchases. In September 2001, Ibis entered into a $4.5 million equipment lease line with Heller Financial's Commercial Equipment Finance Group. The lease line was used to finance the purchase of process equipment for wafer production, primarily for 300 mm wafers. During the third and fourth quarter of 2001, Ibis drew down this line in a sale-leaseback transaction bearing interest at approximately 8% with a term of three years, and a monthly rent payment of $131,212. Ibis has a fair market value purchase option at the end of the lease term. The lease line is secured by the underlying assets and all other property and equipment of Ibis. Our existing cash resources are believed to be sufficient to support Ibis' operations on our anticipated scale for at least the next 12 months. Our anticipated scale of operations assumes that qualification of our Advantox MLD wafers and completion of the i2000, could lead to increased wafer sales in the second half of 2002 for both 200mm and 300mm Advantox MLD wafers. Our plans also include the purchase of production and support equipment, facility improvements and the build of at least three more i2000 oxygen implanters. We may be required to raise additional capital in the future in order to finance further expansion of our manufacturing capacity and our research and development programs. During December 2001, Ibis delivered an Ibis 1000 oxygen implanter and spare parts to Shanghai Simgui Technology Co., Ltd. (STC), a company formed by the Shanghai Institute of Metallurgy (SIM), Chinese Academy of Sciences and others. STC plans to manufacture SIMOX-SOI wafers in Shanghai, China, for chipmakers serving the growing Chinese consumer electronics market. Revenue from this sale will be recognized this year when installation and acceptance of the system takes place. 15 IBIS TECHNOLOGY CORPORATION PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) This Form 10-Q contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 including statements regarding the impact that the MLD process and i2000 oxygen implanter is expected to have on future financial results, belief that in future years our business is more likely to include a growing component of equipment sales, our plan to build at least three additional i2000's in 2002, the adoption by our customers of SIMOX-SOI technology in their mainstream manufacturing processes, anticipated increase in 200 mm and 300 mm Advantox MLD wafer sales, the continuation of fluctuations in revenue and results of operations, the expectation that depreciation and amortization will continue to be a significant portion of expenses, the need for future additional capital, the sufficiency of our capital resources, the anticipated scale of Ibis' operations, and the timing of the recognition of revenue for the sale of an Ibis 1000 implanter to SIM. Such statements are based on our current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. Such factors and uncertainties are referenced in the Company's SEC filings from time to time, including, but not limited to those described above and in our Form 10-K for the year ended December 31, 2001. All information set forth in this Form 10-Q is as of the date of this Form 10-Q, and Ibis undertakes no duty to update this information, unless required by law. EFFECTS OF INFLATION Ibis believes that over the past three years inflation has not had a significant impact on Ibis' sales or operating results. 16 IBIS TECHNOLOGY CORPORATION PART I - ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The exposure of market risk associated with risk-sensitive instruments is not material to the Company, as the Company does not transact its sales denominated in other than United States dollars, invests primarily in money market funds and short-term commercial paper, holds its investments until maturity and has not entered into hedging transactions. PART II OTHER INFORMATION Item 1 - LEGAL PROCEEDINGS None Item 2 - CHANGES IN SECURITIES None Item 3 - DEFAULTS UPON SENIOR SECURITIES None Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Meeting of Stockholders of Ibis was held on May 9, 2002. The following matters were voted on at the meeting: (1) Two people were elected to the Board of Directors of the Company to serve for a term ending in 2005 and until their successors are duly elected and qualified. The following is a table setting forth the number of votes cast for and withheld for each nominee for Director. NAME VOTE FOR VOTE WITHHELD Donald McGuinness 6,687,381 15,060 Lamberto Raffaelli 6,687,381 15,060 (2) The stockholders of the Company ratified the appointment of KPMG LLP as the Company's independent public accountants for the fiscal year ending December 31, 2002. This proposal was approved with 6,598,240 votes for, 96,176 votes against and 8,025 abstentions. Item 5 - OTHER INFORMATION None Item 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits furnished as Exhibits hereto: None (b) Reports on Form 8-K: None 17 IBIS TECHNOLOGY CORPORATION 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. Ibis Technology Corporation Date: August 2, 2002 By: /s/ DEBRA L. NELSON --------------------------------------------- Debra L. Nelson Chief Financial Officer, Treasurer and Clerk (principal financial and accounting officer) Date: August 2, 2002 By: /s/ MARTIN J. REID --------------------------------------------- Martin J. Reid President and Chief Executive Officer 18 -----END PRIVACY-ENHANCED MESSAGE-----