-----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, OZPT+eokLEaqOi42ui/X9MenVPdZQ8KmtN9Sl8RCMZxwmLCTPWDoncXLB9v1FVrq 5nsJFIvjMt/woLDu/PPZUg== 0000912057-96-017636.txt : 19960816 0000912057-96-017636.hdr.sgml : 19960816 ACCESSION NUMBER: 0000912057-96-017636 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED MEASUREMENT SYSTEMS INC /OR/ CENTRAL INDEX KEY: 0000945441 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 930840631 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-26274 FILM NUMBER: 96611804 BUSINESS ADDRESS: STREET 1: 9525 SW GEMINI DR CITY: BEAVERTON STATE: OR ZIP: 97008 BUSINESS PHONE: 5036267117 MAIL ADDRESS: STREET 1: 9525 SW GEMINI DR CITY: BEAVERTON STATE: OR ZIP: 97008 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 1996 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-26274 INTEGRATED MEASUREMENT SYSTEMS, INC. (Exact name of registrant as specified in its charter) OREGON 93-0840631 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 9525 S.W. GEMINI DRIVE, BEAVERTON, OR 97008 (Address of principal executive offices) (zip code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (503) 626-7117 NO CHANGE Former name, 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 ________ At July 31, 1996, there were 6,701,941 shares of Integrated Measurement Systems, Inc. common stock, $0.01 par value, outstanding. (Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.) INTEGRATED MEASUREMENT SYSTEMS, INC. INDEX TO FORM 10-Q PART I FINANCIAL INFORMATION PAGE NUMBER Item 1. Financial Statements Statements of Income for the three months and the six months ended June 30, 1996 and 1995 Balance Sheets as of June 30, 1996 and December 31, 1995 Statements of Cash Flows for the six months ended June 30, 1996 and 1995 Notes to the Financial Statements Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. SIGNATURES 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS INTEGRATED MEASUREMENT SYSTEMS, INC. STATEMENTS OF INCOME (In thousands, except net income per share) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, ------------------ ----------------- 1996 1995 1996 1995 ----------- ------ ------- ------- Product sales $10,072 $8,078 $19,242 $15,382 Service and other sales 2,540 1,771 5,285 3,551 ----------- ------ ------- ------- Net sales 12,612 9,849 24,527 18,933 ----------- ------ ------- ------- Cost of product sales 3,632 3,236 6,845 6,185 Cost of service and other sales 876 627 2,071 1,316 ----------- ------ ------- ------- Total cost of sales 4,508 3,863 8,916 7,501 ----------- ------ ------- ------- Gross margin 8,104 5,986 15,611 11,432 Operating expenses: Research, development and engineering 1,929 1,409 3,917 2,718 Selling, general and administrative 3,856 3,388 7,304 6,560 ----------- ------ ------- ------- Total operating expenses 5,785 4,797 11,221 9,278 ----------- ------ ------- ------- Operating income 2,319 1,189 4,390 2,154 Other income (expense), net (64) 62 37 113 ----------- ------ ------- ------- Income before income taxes 2,255 1,251 4,427 2,267 Provision for income taxes 857 480 1,683 869 ----------- ------ ------- ------- Net income $1,398 $771 $2,744 $1,398 ----------- ------ ------- ------- ----------- ------ ------- ------- Net income per share $0.20 $0.12 $0.38 $0.22 ----------- ------ ------- ------- ----------- ------ ------- ------- Weighted average number of common and common equivalent shares outstanding 7,140 6,366 7,139 6,366 ----------- ------ ------- ------- ----------- ------ ------- ------- SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS 3 INTEGRATED MEASUREMENT SYSTEMS, INC. BALANCE SHEETS (In thousands, except per share data)
As of As of June 30, December 31, 1996 1995 ----------- ------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 8,172 $ 8,930 Trade receivables, less allowance for doubtful accounts of $340 and $338 11,864 8,117 Receivable from affiliate, net 788 1,094 Inventories, net 6,726 5,830 Deferred income taxes 1,237 1,237 Prepaid expenses and other current assets 934 735 ----------- ------------- Total current assets 29,721 25,943 Property, plant and equipment, net 5,988 5,178 Service spare parts, net 2,220 2,223 Software development costs, net 1,601 1,573 Other assets, net 232 84 ----------- ------------- $39,762 $35,001 ----------- ------------- ----------- ------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 3,466 $ 2,660 Accrued compensation 1,851 1,629 Accrued warranty 732 801 Deferred revenue 1,918 2,291 Other current liabilities 681 810 Capital lease obligations - current 281 164 ----------- ------------- Total current liabilities 8,929 8,355 Deferred income taxes 108 108 Capital lease obligations, net of current portion 108 54 Shareholders' equity: Preferred stock, $.01 par value, authorized 10,000,000 shares; none issued and outstanding - - Common stock, $.01 par value, authorized 15,000,000 shares; issued and outstanding 6,701,941 and 6,699,803 67 67 Additional paid-in capital 21,856 20,467 Retained earnings 8,694 5,950 ----------- ------------- Total shareholders' equity 30,617 26,484 ----------- ------------- $39,762 $35,001 ----------- ------------- ----------- -------------
SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS. 4 INTEGRATED MEASUREMENT SYSTEMS, INC. STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended June 30, ------------------ 1996 1995 -------- ------- CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from customers $21,430 $18,403 Payments to suppliers (9,696) (9,363) Payments to employees (8,583) (6,512) Income taxes paid (279) -- Other taxes paid (666) (299) Interest received 217 142 Interest paid (14) (16) -------- ------- Net cash provided by operating activities 2,409 2,355 -------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of equipment and software (2,195) (586) Additions to service spare parts (491) (300) Software development costs (377) (401) -------- ------- Net cash used in investing activities (3,063) (1,287) -------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments under capital leases (126) (118) Proceeds from employee stock option exercises 22 -- -------- ------- Net cash used in financing activities (104) (118) -------- ------- Net increase (decrease) in cash and cash equivalents (758) 950 Beginning cash and cash equivalents balance 8,930 4,384 -------- ------- Ending cash and cash equivalents balance $ 8,172 $5,334 -------- ------- -------- ------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,744 $1,398 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 1,728 1,197 Contributed capital -- 177 Provision for deferred income taxes -- 488 Net change in payable to or receivable from affiliate 306 445 Increase in trade receivables (3,747) (1,367) Increase in inventories (896) (1,184) Increase in prepaid expenses and other current assets (199) (563) Increase in current tax liability 1,366 -- Increase in accounts payable and accrued liabilities 1,480 1,479 (Decrease) increase in deferred revenue (373) 285 -------- ------- Net cash provided by operating activities $ 2,409 $2,355 -------- ------- -------- ------- SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES: Purchase of assets through capital lease $ 298 $ 174 -------- ------- -------- ------- Tax benefit from stock option transactions $ 1,366 $ -- -------- ------- -------- ------- Noncash dividend to Cadence $ -- $1,027 -------- ------- -------- ------- SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS. 5 INTEGRATED MEASUREMENT SYSTEMS, INC. NOTES TO THE FINANCIAL STATEMENTS (In thousands) (Unaudited) (1) BASIS OF PRESENTATION The interim financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the management of the Company believes that the disclosures are adequate to make the information presented not misleading. Interim financial statements are by nature tentative to a certain degree; judgments are used to estimate interim amounts for items that are normally determinable only on an annual basis. The financial information as of December 31, 1995 is derived from the Company's audited financial statements. The interim period information presented herein includes normally recurring adjustments which are, in the opinion of the management of the Company, only necessary for a fair statement of the results of the respective interim periods. Results of operations for interim periods are not necessarily indicative of results to be expected for an entire year. Net income per common and common equivalent share is calculated by dividing net income by the weighted average number of common stock and common stock equivalents outstanding during the period. Common stock equivalents are calculated using the treasury stock method, and consist of dilutive shares issuable upon the exercise of outstanding common stock options. (2) INVENTORIES Inventories, consisting principally of computer hardware, electronic sub- assemblies and test equipment, are valued at standard costs which approximate the lower of cost (first-in, first-out) or market. Costs utilized for inventory valuation purposes include material, labor and manufacturing overhead. Inventories consists of the following: June 30, December 31, 1996 1995 ------ ----------- Raw Materials. . . . . . . $3,479 $2,613 Work-in-progress . . . . . 2,664 2,945 Finished Goods . . . . . 583 272 ------ ----------- $6,726 $5,830 ------ ----------- ------ ----------- 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 1996 AND 1995 NET SALES. Net sales of $12.6 million for the three months ended June 30, 1996 increased 28% from $9.8 million recorded during the three months ended June 30, 1995. The increase in net sales included an increase of 25% in product sales from $8.1 million in the second quarter of 1995 to $10.1 million for second quarter of 1996. Service and other sales increased 43% from $1.8 million during the three months ended June 30, 1995 to $2.5 million for the three months ended June 30, 1996. The increase in product sales reflects the introduction of the Company's ATS FT Test Stations, which contributed 46% of net sales for the second quarter of 1996, and continued sales of the Company's ATS Blazer and XL Test Station products. In addition, the Company shipped its first MTS FT Test Station during the second quarter of 1996. The increase in service and other sales resulted primarily from revenues generated by refurbishment services and Virtual Test Software related services. During the second quarter of 1996, sales of Virtual Test Software and related services amounted to 8% of net sales, compared to 5% of net sales during the second quarter of 1995. Sales to the Company's largest customer, Intel, amounted to 41% of net sales during the second quarter of 1996. Sales to Tokyo Electron Limited (the Company's largest distributor) during the second quarter of 1996 amounted to 12% of net sales. Customers individually providing less than 10% of net sales generated the remaining 47% of the Company's net sales for the second quarter of 1996. COST OF SALES. Total cost of sales increased 17% from $3.9 million in the second quarter of 1995 to $4.5 million for the second quarter of 1996. Product cost of sales increased 12% from $3.2 million for the three months ended June 30, 1995 to $3.6 million for the three months ended June 30, 1996, primarily due to higher sales volume, partially offset by benefits from lower costs of materials and manufacturing efficiencies. Service and other cost of sales increased 40% from $627,000 in the second quarter of 1995 to $876,000 in the second quarter of 1996, reflecting costs associated with refurbishment services and increased labor costs associated with expanding Virtual Test Software related services. GROSS MARGIN. The Company's gross margin increased 35% from $6.0 million in the three months ended June 30, 1995 to $8.1 million in the three months ended June 30, 1996. As a percent of net sales, gross margin increased from 60.8% for the second quarter of 1995 to 64.3% for the second quarter of 1996. Product gross margin, as a percent of related sales, increased from 59.9% for the three months ended June 30, 1995 to 63.9% for the three months ended June 30, 1996. The increase in product gross margin resulted primarily from sales of higher margin ATS FT Test Stations during the second quarter of 1996. Service and other gross margin, as a percent of related sales, increased to 65.5% during the second quarter of 1996, compared to 64.6% during the second quarter of 1995, due primarily to higher gross margin on sales of Virtual Test Software related services. RESEARCH, DEVELOPMENT AND ENGINEERING. Expenses associated with research, development and engineering increased 37% from $1.4 million in the three months ended June 30, 1995 to $1.9 million for the three months ended June 30, 1996. As a percentage of net sales, research, development and engineering expenses increased from 14.3% in the second quarter of 1995 to 15.3% in the second quarter of 1996. The increase was principally attributable to increased expenditures related to enhancements of the Company's existing products and development of future generation hardware and software products. SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative expenses increased 14% from $3.4 million for the quarter ended June 30, 1995 to $3.9 million for the quarter ended June 30, 1996. The increase was principally attributable to higher commissions associated with increased net sales and increased investment in the Company's selling and administrative functions. As a percentage of net sales, selling, general and administrative expenses have decreased from 34.4% of net sales in the three months ended June 30, 1995 to 30.6% of net sales in three months ended June 30, 1996. as a result of control over increases in expenses as net sales increased. 7 OTHER INCOME (EXPENSE), NET. Other expense, net amounted to $64,000 for the three months ended June 30, 1996, while other income, net of $62,000 was realized for the three months ended June 30, 1995. The change from the second quarter of 1995 to the second quarter of 1996 was due principally to the non- recurring write-off of expenses associated with the withdrawal of the Company's proposed public stock offering during the second quarter of 1996, partially offset by higher interest income generated on higher average cash and cash equivalent balances. INCOME TAXES. The Company's effective rate for Federal and state income taxes was 38.4% and 38.0% for the three months ended June 30, 1995 and 1996, respectively. SIX MONTHS ENDED JUNE 30, 1996 AND 1995 NET SALES. Net sales of $24.5 million for the six months ended June 30, 1996 increased 30% from $18.9 million recorded during the six months ended June 30, 1995. The increase in net sales included an increase of 25% in product sales from $15.4 million in the first half of 1995 to $19.2 million for first half of 1996. Service and other sales increased 49% from $3.6 million during the six months ended June 30, 1995 to $5.3 million for the six months ended June 30, 1996. The increase in product sales was partially driven by the introduction of the Company's ATS FT Test Stations, which contributed 37% of net sales for the first half of 1996, and continued contribution by the Company's ATS Blazer and XL Test Station products. The increase in service and other sales resulted primarily from revenues generated by refurbishment services and Virtual Test Software related services. During the first half of 1996, sales of Virtual Test Software and related services amounted to 8% of net sales, compared to 4% of net sales during the first half of 1995. Sales to the Company's largest customer, Intel, amounted to 45% of net sales during the first half of 1996. Sales to Tokyo Electron Limited (the Company's largest distributor) during the first half of 1996 amounted to 11% of net sales. Customers individually providing less than 10% of net sales generated the remaining 44% of the Company's net sales for the first half of 1996. COST OF SALES. Total cost of sales increased 19% from $7.5 million in the first half of 1995 to $8.9 million for the first half of 1996. Product cost of sales increased 11% from $6.2 million for the six months ended June 30, 1995 to $6.8 million for the six months ended June 30, 1996, primarily due to higher sales volume, partially offset by benefits from lower costs of materials and manufacturing efficiencies. Service and other cost of sales increased 57% from $1.3 million in the first half of 1995 to $2.1 million in the first half of 1996, driven by higher costs associated with refurbishment services and increased labor costs associated with expanding Virtual Test Software related services. GROSS MARGIN. The Company's gross margin increased 37% from $11.4 million in the six months ended June 30, 1995 to $15.6 million in the six months ended June 30, 1996. As a percent of net sales, gross margin increased from 60.4% for the first half of 1995 to 63.6% for the first half of 1996. Product gross margin, as a percent of related sales, increased from 59.8% for the six months ended June 30, 1995 to 64.4% for the six months ended June 30, 1996. The increase in product gross margin resulted primarily from sales of higher margin ATS FT Test Stations during the first half of 1996. Service and other gross margin, as a percent of related sales, decreased to 60.8% during the first half of 1996, compared to 62.9% during the first half of 1995, due primarily to the impact of the cumulative depreciation adjustment of the Company's service parts during the first quarter of 1996, partially offset by improved cost efficiencies in the Company's systems service business and higher gross margin associated with increased sales of Virtual Test Software related services. RESEARCH, DEVELOPMENT AND ENGINEERING. Research, development and engineering expenses increased 44% from $2.7 million in the six months ended June 30, 1995 to $3.9 million for the six months ended June 30, 1996. As a percentage of net sales, research, development and engineering expenses increased from 14.4% in the first half of 1995 to 16.0% in the first half of 1996. This increase resulted from increased spending related to enhancements of the Company's existing products and development of future generation hardware and software products. 8 SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative expenses increased 11% from $6.6 million for the six months ended June 30, 1995 to $7.3 million for the six months ended June 30, 1996. The increase was principally attributable to higher commissions driven by increased net sales and increased investment in the Company's selling and administrative infrastructure. As a percentage of net sales, selling, general and administrative expenses have decreased from 34.6% of net sales in the six months ended June 30, 1995 to 29.8% of net sales in six months ended June 30, 1996, as a result of control over increases in expenses as net sales increased. OTHER INCOME, NET. Other income, net decreased from $113,000 for the six months ended June 30, 1995 to $37,000 for the six months ended June 30, 1996. The decrease from the first half of 1995 to the first half of 1996 was due principally to the non-recurring write-off of expenses associated with the Company's withdrawn public stock offering during the second quarter of 1996, partially offset by higher interest income generated on higher average cash and cash equivalent balances. INCOME TAXES. The Company's effective rate for Federal and state income taxes was 38.3% and 38.0% for the six months ended June 30, 1995 and 1996, respectively. FUTURE OPERATING RESULTS Future operating results will depend on many factors, including demand for the Company's products, introduction of new products by the Company and by its competitors, and industry acceptance of Virtual Test Software and new Test Station products. There can be no assurance that the Company's net sales will grow or that such growth will be sustained in future periods or that the Company will remain profitable in any future period. LIQUIDITY AND CAPITAL RESOURCES As of June 30, 1996, the Company's principal sources of liquidity consisted of cash and cash equivalents of $8.2 million, and funds available under an existing bank line of credit of $10.0 million. OPERATING ACTIVITIES. The Company's net cash provided by operating activities was $2.4 million for both of the six-month periods ended June 30, 1995 and 1996. Cash received from customers increased 16% from $18.4 million during the first half of 1995 to $21.4 million during the first half of 1996. Combined payments to suppliers and employees increased 15% from $15.9 million during the first six months of 1995 to $18.3 million for the first six months of 1996. The increases in cash received from customers and payments to suppliers and employees are directly related to the increase in net sales and expenses associated with those sales. The Company's trade receivables have increased by $3.7 million during the first half of 1996 as a direct result of customer-requested timing of shipments late in the second quarter of 1996. Inventories have increased by $896,000 during the first six months of 1996 reflecting the increase in volume of the ATS FT Test Stations introduced late in 1995, and the introduction of the MTS Test Stations during the second quarter of 1996. The effect of the increases in trade receivables and inventories has been partially offset by an increase of $1.5 million in trade payables and accrued liabilities during the first half of 1996, which has been primarily driven by higher costs and expenses associated with the Company's increased sales volume. INVESTING ACTIVITIES. During the first six months of 1996, cash flows for investments in property, plant and equipment necessary to develop, maintain and distribute new and existing Test Station and Virtual Test products amounted to $2.2 million. Capitalization of software development costs of $377,000 during the first half of 1996 was only slightly higher than related amortization of $349,000. The Company occupied additional leased facility space to meet the volume-driven demands for manufacturing and engineering capacity during the second quarter of 1996. In addition, the Company is continuing with the implementation of new information systems for the manufacturing, service and finance functions during the second half of 1996. FINANCING ACTIVITIES. During the first six months of 1996, the Company realized noncash reductions in current tax liabilities of $1.4 million resulting from the benefit of tax deductions of employee gains from the exercise of stock 9 options of Cadence Design Systems, Inc. (Cadence), the Company's majority shareholder. The benefit of the stock option deduction is reflected as an increase to Additional Paid-in Capital in the accompanying Balance Sheets. Since these options are related to Cadence stock, the employee gains are not expenses of the Company for financial reporting purposes, and the exercise of Cadence stock options does not increase the number of shares of the Company's common stock outstanding. Additonally, the Company used non-cash capital lease financing for equipment acquisitions totaling $298,000 during the first half of 1996. The Company believes that cash on hand and cash generated from operations, as well as cash available from the Company's existing $10.0 million short-term line of credit, will be sufficient to meet the Company's working capital and other cash requirements for at least the next twelve months. Company management is continually evaluating opportunities to develop and introduce new products, and to acquire complementary businesses or technologies. At present, the Company has no significant understandings, commitments or agreements with respect to any such opportunities. Any transactions resulting from such opportunities, if consummated, may require the use of some of the Company's cash or necessitate funding from other sources. FORWARD LOOKING STATEMENTS Results of operations for the periods discussed above should not be considered indicative of the results to be expected for any future period, and fluctuations in the operating results may also result in fluctuations in the market price of the Company's common stock. Like most high technology and high growth companies, the Company faces certain business risks that could have adverse effects on the Company's results of operations. Sales of the Company's products to a limited number of customers is expected to continue to account for a significant percentage of net sales over the foreseeable future. The Company purchases some key components from sole or single source vendors for which alternative sources are not currently available. The Company is dependent on high dollar customer orders, deriving a substantial portion of its net sales from the sale of Test Stations which typically range in price from $0.2 to $1.2 million per unit and may be priced as high as $1.8 million for a single unit. Significant delays of such orders, were they to occur, could have an adverse impact on the Company's results of operations. In addition, the Company's future operating results and financial condition are subject to influences driven by rapid technological changes, a highly competitive industry, a lengthy sales cycle, and the cyclical nature of general economic conditions. The Company has thus far avoided any material adverse impact on its results of operations resulting from such risks. However, no assurance can be given that such risks will not affect the Company's financial position or results of operations in future periods. Additionally, all statements in this Quarterly Report (Form 10-Q) relative to future sales, gross margins, and expenses shall be considered to be "forward looking statements" as defined by the Private Securities Reform Act of 1995. These forward looking statements are subject to the above business and economic risks the Company faces. 10 PART II OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits (exhibit reference numbers refer to Item 601 of Regulation S-K) 27. Financial Data Schedule (b) Reports on Form 8-K: One report on Form 8-K was filed on June 24, 1996 and is incorporated herein by reference. The contents of the report are summarized below: The registrant reported that it had suspended the public offering to sell 2,525,000 shares of the Company's Common Stock due to weakness in the stock prices for companies in the high technology industry. 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 on August 13, 1996. INTEGRATED MEASUREMENT SYSTEMS, INC. (Registrant) /s/ Sar Ramadan ----------------------------- Sar Ramadan On behalf of the Registrant, and as Principal Financial Officer 11 EX-27 2 EXHIBIT 27
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE INCOME STATEMENT FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 1996 AND THE BALANCE SHEET AS OF JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 8,172 0 12,204 340 6,726 29,721 14,599 8,611 39,762 8,929 108 0 0 67 30,550 39,762 19,242 24,527 6,845 8,916 11,221 0 14 4,427 1,683 2,744 0 0 0 2,744 .38 .38
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