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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 quarterly period ended August 25, 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 1-11344
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INTERMAGNETICS GENERAL CORPORATION
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(Exact name of registrant as specified in its charter)
New York 14-1537454
------------------------------ -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 Old Niskayuna Road, PO Box 461, Latham, NY 12110-0461
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(518) 782-1122
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(Registrant's telephone number, including area code)
----------------------------------------------------
(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 .
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, $.10 par value -16,477,384 as of September 29, 2002.
INTERMAGNETICS GENERAL CORPORATION
CONTENTS
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements:
Consolidated Balance Sheets - August 25, 2002 and May 26, 2002.......3
Consolidated Income Statements - Three Months Ended
August 25, 2002 and August 26, 2001.................................5
Consolidated Statements of Cash Flows - Three Months Ended
August 25, 2002 and August 26, 2001.................................6
Consolidated Statements of Changes in Shareholders' Equity and
Comprehensive Income - Three Months Ended August 25, 2002 ..........7
Notes to Consolidated Financial Statements............................8
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations..........................................14
Item 3: Quantitative and Qualitative Disclosures About Market Risk...........19
Item 4: Controls and Procedures..............................................19
PART II - OTHER INFORMATION...................................................20
Item 6: Exhibits and Reports on Form 8-K.....................................20
SIGNATURES....................................................................21
Certifications................................................................22
2
CONSOLIDATED BALANCE SHEETS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands, Except Per Share Amounts)
August 25, May 26,
2002 2002
----------------- -----------------
ASSETS (Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 75,964 $ 73,517
Trade accounts receivable, less allowance
(August 25, 2002 - $229; May 26, 2002 - $293) 18,194 20,612
Costs and estimated earnings in excess of
billings on uncompleted contracts 392 428
Inventories:
Consigned products 443 2,799
Finished products 572 659
Work in process 8,471 7,405
Materials and supplies 8,549 9,054
----------------- -----------------
18,035 19,917
Deferred income taxes 1,497 1,497
Prepaid expenses and other 2,012 2,037
----------------- -----------------
TOTAL CURRENT ASSETS 116,094 118,008
PROPERTY, PLANT AND EQUIPMENT
Land and improvements 1,128 1,128
Buildings and improvements 12,172 12,172
Machinery and equipment 32,223 31,788
Leasehold improvements 3,705 3,705
----------------- -----------------
49,228 48,793
Less allowances for depreciation and amortization 24,263 23,310
----------------- -----------------
24,965 25,483
Equipment in process of construction 3,148 2,854
----------------- -----------------
28,113 28,337
INTANGIBLE AND OTHER ASSETS
Available for sale securities 2,589 2,833
Goodwill 13,750 13,750
Other intangibles, less accumulated amortization
(August 25, 2002- $6,206; May 26, 2002 - $5,746) 8,299 8,759
Note receivable 3,885 3,861
Other assets 1,980 1,677
----------------- -----------------
TOTAL ASSETS $ 174,710 $ 177,225
================= =================
3
CONSOLIDATED BALANCE SHEETS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands, Except Per Share Amounts)
August 25, May 26,
2002 2002
----------------- -----------------
LIABILITIES AND SHAREHOLDERS EQUITY (Unaudited)
CURRENT LIABILITIES
Current portion of long-term debt $ 270 $ 267
Accounts payable 13,413 10,757
Salaries, wages and related items 4,822 7,221
Customer advances and deposits 446 1,007
Product warranty reserve 1,334 1,326
Accrued income taxes 2,500 2,332
Other liabilities and accrued expenses 2,155 1,985
----------------- -----------------
TOTAL CURRENT LIABILITIES 24,940 24,895
LONG-TERM DEBT, less current portion 4,601 4,668
DERIVATIVE LIABILITY 419 268
SHAREHOLDERS' EQUITY
Preferred Stock, par value $.10 per share:
Authorized - 2,000,000 shares
Issued and outstanding - None
Common Stock, par value $.10 per share:
Authorized - 40,000,000 shares
Issued and outstanding (including shares in treasury):
August 25, 2002 - 17,352,471 shares;
May 26, 2002 - 17,333,459 shares; 1,735 1,733
Additional paid-in capital 137,571 137,419
Notes receivable from employees (3,725) (799)
Retained earnings 19,667 15,999
Accumulated other comprehensive loss (902) (906)
----------------- -----------------
154,346 153,446
Less cost of Common Stock in treasury
August 25, 2002 - 902,282 shares
May 26, 2002 - 671,316 shares (9,596) (6,052)
----------------- -----------------
144,750 147,394
----------------- -----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $174,710 $177,225
================= =================
See notes to consolidated financial statements.
4
CONSOLIDATED INCOME STATEMENTS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
Three Months Ended
--------------------------------------
August 25, August 26,
2002 2001
----------------- -----------------
Net sales $35,180 $40,089
Cost of products sold 21,580 22,850
----------------- -----------------
Gross margin 13,600 17,239
Product research and development 3,472 4,018
Marketing, general and administrative 4,353 7,074
Amortization of intangible assets 460 529
----------------- -----------------
8,285 11,621
----------------- -----------------
Operating income 5,315 5,618
Interest and other income 431 352
Interest and other expense (111) (127)
Realized loss on available for sale securities (18)
----------------- -----------------
Income before income taxes 5,617 5,843
Provision for income taxes 1,949 2,203
----------------- -----------------
NET INCOME $ 3,668 $ 3,640
================= =================
Earnings per Common Share:
Basic $0.22 $0.23
================= =================
Diluted $0.21 $0.21
================= =================
See notes to consolidated financial statements.
5
CONSOLIDATED STATEMENTS OF CASH FLOWS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands)
(Unaudited)
Three Months Ended
------------------------------------
August 25, August 26,
2002 2001
---------------- ----------------
OPERATING ACTIVITIES
Net income $3,668 $ 3,640
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 1,466 1,503
Stock based compensation 140 115
Loss on sale and disposal of assets 25 14
Realized loss on available for sale securities 18
Change in discount on note receivable (24)
Change in operating assets and liabilities:
(Increase) decrease in accounts receivable and costs and estimated
earnings in excess of billings on uncompleted contracts 2,508 (1,621)
(Increase) decrease in inventories and prepaid expenses and other 1,851 (1,899)
Increase (decrease) in accounts payable and accrued expenses 18 (494)
---------------- ----------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 9,670 1,258
INVESTING ACTIVITIES
Purchases of property, plant and equipment (824) (2,588)
Proceeds from the sale of property, plant and equipment 17
Proceeds from sale of available for sale securities 24
---------------- ----------------
NET CASH USED IN INVESTING ACTIVITIES (783) (2,588)
FINANCING ACTIVITIES
Proceeds from sale of Common Stock 94 919
Proceeds from (advances for) Executive Stock Purchase Plan (2,926) 147
Purchase of Treasury Stock (3,544)
Principal payments on note payable and long-term debt (64) (1,157)
---------------- ----------------
NET CASH USED IN FINANCING ACTIVITIES (6,440) (91)
EFFECT OF EXCHANGE RATE CHANGES ON CASH (497)
---------------- ----------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,447 (1,918)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 73,517 27,675
---------------- ----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 75,964 $ 25,757
================ ================
6
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
AND COMPREHENSIVE INCOME
INTERMAGNETICS GENERAL CORPORATION
Three months ended August 25, 2002
(Dollars in Thousands)
(Unaudited)
Accumulated
Additional Other Notes
Common Paid-in Retained Comprehensive Treasury Receivable Comprehensive
Stock Capital Earnings Income (Loss) Stock from Employees Income
------------ ----------- ------------ ------------- ------------ -------------- -------------
Balances at May 26, 2002 $ 1,733 $ 137,421 $ 15,999 $ (906) $ (6,052) $ (799)
Comprehensive Income:
Net Income 3,668 3,668
Unrealized loss on available
for sale securities, net of
tax benefit of $157,000 9 9
Loss on derivative, net of
tax benefit of $146,000 (5) (5)
------------
Total comprehensive income $ 3,672
============
Loans to employees for purchase
of common stock (2,926)
Issuance of 19,012 shares
of Common Stock, including
exercise of stock options 2 150
Treasury stock purchase (3,544)
------------ ----------- ------------ ------------- ------------ --------------
Balances at August 25, 2002 $ 1,735 $ 137,571 $ 19,667 $ (902) $ (9,596) $ (3,725)
============ =========== ============ ============= ============ ==============
7
INTERMAGNETICS GENERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A - General
In the opinion of Management, the accompanying unaudited consolidated
financial statements contain all adjustments, which are of a normal recurring
nature, necessary to present fairly the Company's financial position at August
25, 2002 and the results of its operations, cash flows and changes in
shareholders' equity for the periods presented. The results for the three months
ended August 25, 2002 are not necessarily indicative of the results to be
expected for the entire year. The Consolidated Financial Statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the Company's consolidated
financial statements for the year ended May 26, 2002, filed on Form 10-K on
August 23, 2002.
It is the Company's policy to reclassify prior year consolidated
financial statements to conform to current year presentation.
Note B - Earnings Per Common Share
A summary of the shares used in the calculation of net income per
Common Share is shown below:
(Dollars in Thousands, Except Per Share Amounts)
Three Months Ended
------------------------------------------------------------------
August 25, 2002 August 26, 2001
-------------------------------- ---------------------------------
Income available to common stockholders $ 3,668 $ 3,640
Weighted average shares 16,667,914 16,104,002
Dilutive potential Common Shares:
Warrants 41,578
Stock options 650,610 1,325,036
--------------- ---------------
Adjusted weighted average shares 17,318,524 17,470,616
=============== ===============
Net income per common share:
Basic $ 0.22 $ 0.23
=============== ===============
Diluted $ 0.21 $ 0.21
=============== ===============
8
Note C - New Accounting Pronouncements
In August 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", ("SFAS No. 144") which supersedes Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of". SFAS No. 144
establishes a single accounting method for long-lived assets to be disposed of
by sale, whether previously held and used or newly acquired, and extends the
presentation of discontinued operations to include more disposal transactions.
SFAS No. 144 also requires that an impairment loss be recognized for assets
held-for-use when the carrying amount of an asset (group) is not recoverable.
The carrying amount of an asset (group) is not recoverable if it exceeds the sum
of the undiscounted cash flows expected to result from the use and eventual
disposition of the asset (group), excluding interest charges. Estimates of
future cash flows used to test the recoverability of a long-lived asset (group)
must incorporate the entity's own assumptions about its use of the asset (group)
and must factor in all available evidence. The Company adopted SFAS No. 144
effective May 27, 2002; this did not have a material impact on the financial
statements.
In April 2002, the Financial Accounting Standards Board issued SFAS No.
145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections as of April 2002". This Standard
addresses a number of items related to leases and other matters. The Company
adopted this Standard effective May 27, 2002; this did not have a material
impact on the financial statements.
In June 2002, the Financial Accounting Standards Board issued SFAS 146,
"Accounting for Costs Associated with Exit or Disposal Activities". This
Standard addresses the recognition, measurement and reporting costs that are
associated with exit or disposal activities. SFAS No.146 is effective for exit
or disposal activities that are initiated after December 31, 2002. The Company
does not expect the adoption of SFAS No. 146 to have a material effect on its
financial statements.
Note D - Segment and Related Information
The Company operates in three reportable segments: Magnetic Resonance
Imaging (MRI), Instrumentation, and Energy Technology. The MRI segment consists
primarily of the manufacture and sale of magnets (by the IGC-Magnet Business
Group) and radio frequency coils (by IGC-Medical Advances Inc.), which are used
principally in the medical diagnostic imaging market. Until October 25, 2001
this segment also included the manufacture and sale of low-temperature
superconducting wire (by IGC-Advanced Superconductors, also known as IGC-AS).
The Company sold substantially all of the assets of IGC-AS on October 25, 2001.
The Instrumentation segment consists of the manufacture and sale of
refrigeration equipment (by IGC-Polycold Systems Inc.), used primarily in
ultra-high vacuum applications, industrial coatings, analytical instrumentation,
medical diagnostics and semiconductor processing and testing. This segment also
included IGC-APD Cryogenics Inc., which manufactured and sold refrigeration
equipment. The Company transferred the mixed-gas portion of IGC-APD to
IGC-Polycold and sold the remaining IGC-APD business in a stock sale effective
February 5, 2002. The Energy Technology segment, operated through SuperPower
Inc., is developing second generation, high-temperature superconducting (HTS)
materials that we expect to use in devices designed to enhance capacity,
reliability and quality of transmission and distribution of electrical power.
9
Intersegment sales and transfers are accounted for as if the sales or
transfers were to third parties, that is, at current market prices. The Company
evaluates the performance of its reportable segments based on operating income
(loss).
Summarized financial information concerning the Company's reportable
segments is shown in the following table:
(Dollars in Thousands)
Three Months Ended
-----------------------------------------------------------------
August 25, 2002
-----------------------------------------------------------------
Magnetic
Resonance Energy
Imaging Instrumentation Technology Total
------------- --------------- ------------- -------------
Net sales to external customers:
Magnet systems and components $ 30,260 $ 30,260
Refrigeration equipment $ 4,557 4,557
Other $ 363 363
------------- -------------- ------------- -------------
Total 30,260 4,557 363 35,180
Intersegment net sales
Segment operating profit (loss) 7,485 (114) (2,072) 5,299
Total assets $156,584 $ 9,925 $8,201 $174,710
Three Months Ended
-----------------------------------------------------------------
August 26, 2001
-----------------------------------------------------------------
Magnetic
Resonance Energy
Imaging Instrumentation Technology Total
------------- --------------- ------------- -------------
Net sales to external customers:
Magnet systems and components $ 27,816 $ 27,816
Refrigeration equipment $ 10,343 10,343
Other 1,031 $ 899 1,930
------------- -------------- ------------- -------------
Total 28,847 10,343 899 40,089
Intersegment net sales 1,695 1,695
Segment operating profit (loss) 6,712 715 (1,467) 5,960
Total assets $129,379 $ 18,767 $6,525 $154,671
10
The following are reconciliations of the information used by the chief
operating decision maker to the Company's consolidated totals:
(Dollars in Thousands)
Three Months Ended
----------------------------------------------
August 25, 2002 August 26, 2001
-------------------- ---------------------
Reconciliation of income before income taxes:
Total profit from reportable segments $ 5,299 $ 5,960
Change in Intercompany profit in ending inventory 16 (342)
-------------------- ---------------------
Net operating profit 5,315 5,618
Unallocated amounts:
Interest and other income 431 352
Interest and other expense (111) (127)
Realized loss on available for sale securities (18)
-------------------- ---------------------
Income before income taxes $ 5,617 $ 5,843
Note E - Business Combinations, Goodwill and Other Intangible Assets
The Company adopted Statements of Financial Accounting Standards
("SFAS") No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other
Intangible Assets" effective May 28, 2001. SFAS No. 141 requires that all
business combinations be accounted for under the purchase method only and that
certain acquired intangible assets in a business combination be recognized as
assets apart from goodwill. SFAS No. 142 requires that ratable amortization of
goodwill be replaced with periodic tests of the goodwill's impairment and that
identifiable intangible assets other than goodwill be amortized over their
useful lives. SFAS No. 141 is effective for all business combinations initiated
after June 30, 2001 and for all business combinations accounted for by the
purchase method for which the date of acquisition is after June 30, 2001.
11
The components of other intangibles are as follows:
(Dollars in Thousands)
As of August 25, 2002
----------------------------------------------------------------
Gross Carrying Accumulated Weighted Average
Amount Amortization Life
------------------- ------------------- -------------------
Amortized Intangible Assets
Production Rights $8,750 $4,242 5.5
Patents 3,832 725 17.9
Trade Name 960 276 20.0
Unpatented Technology 930 930 5.0
Other 33 33 5.0
------------------- ------------------- -------------------
$14,505 $6,206 9.8
Aggregate amortization expense for the quarter ended August 25, 2002 was
$460,000.
Estimated Amortization Expense:
For the year ending May 2003 $1,841
For the year ending May 2004 $1,841
For the year ending May 2005 $1,841
For the year ending May 2006 $ 382
For the year ending May 2007 $ 250
All intangibles are amortized on a straight line basis.
There have been no changes in the carrying amount of goodwill for the quarter
ended August 25, 2002. Management will evaluate goodwill for impairment during
the quarter ending November 24, 2002 in accordance with SFAS No. 142.
12
Note F - Derivative Instruments and Hedging Activities
The Company adopted Statement of Financial Accounting Standards
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities"
effective May 26, 2001. SFAS No. 133, as amended, requires that all derivative
instruments be recorded on the balance sheet at their fair value. Changes in the
fair value of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as part of
a hedge transaction and, if it is, the type of hedge transaction. For the
quarter ended August 25, 2002, the Company recorded other comprehensive loss of
$5,000 net of tax.
The Company has entered into interest rate swap agreements to reduce
the effect of changes in interest rates on its floating rate long-term debt. At
August 25, 2002, the Company had outstanding interest rate swap agreements with
a commercial bank, having a total original notional principal amount of
approximately $5.735 million. Those agreements effectively change the Company's
interest rate exposure on its mortgages due 2004 to a fixed 6.88%. The interest
rate swap agreement matures at the time the related notes mature. The Company is
exposed to credit loss in the event of non-performance by the other parties to
the interest rate swap agreement. However, the Company does not anticipate
non-performance by the counterparties.
13
INTERMAGNETICS GENERAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
----------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
Intermagnetics General Corporation ("Intermagnetics", "Company", "we"
or "us") makes forward-looking statements in this document. Typically, we
identify forward-looking statements with words like "believe," "anticipate,"
"perceive," "expect," "estimate" and similar expressions. Unless a passage
describes an historical event, it should be considered a forward-looking
statement. These forward-looking statements are not guarantees of future
performance and involve important assumptions, risks, uncertainties and other
factors that could cause the Company's actual results for fiscal year 2003 and
beyond to differ materially from those expressed in the forward-looking
statements. These important factors include, without limitation, the
assumptions, risks, and uncertainties set forth in this Management's Discussion
and Analysis of Financial Condition and Results of Operations, as well as other
assumptions, risks, uncertainties and factors disclosed throughout this report.
Except for our continuing obligations to disclose material information
under federal securities laws, we are not obligated to update these
forward-looking statements, even though situations may change in the future. We
qualify all of our forward-looking statements by these cautionary statements.
Company Overview
- ----------------
The Company operates in three reportable operating segments: Magnetic
Resonance Imaging (MRI), Instrumentation, and Energy Technology. The MRI segment
consists primarily of the manufacture and sale of magnet systems (by the
IGC-Magnet Business Group) and radio frequency coils (by IGC-Medical Advances
Inc.). These products are used principally in the medical diagnostic imaging
market. Until October 24, 2001 this segment also included the manufacture and
sale of low-temperature superconducting wire by our IGC-Advanced Superconductor
division ("IGC-AS"). The Instrumentation segment consists of refrigeration
equipment produced by IGC-Polycold Systems Inc. ("IGC-Polycold"). These systems
are used primarily in ultra-high vacuum applications, industrial coatings,
analytical instrumentation, medical diagnostics and semiconductor processing and
testing. For the first three quarters of fiscal year 2002, this segment also
included IGC-APD Cryogenics Inc ("IGC-APD"). The Energy Technology segment,
operated through SuperPower, Inc. is developing second generation,
high-temperature superconducting materials that we expect to use in devices
designed to enhance capacity, reliability and quality of transmission and
distribution of electrical power.
Intersegment sales and transfers are accounted for as if the sales or
transfers were to third parties, that is, at current market prices. The Company
evaluates the performance of its reportable segments based on operating income
(loss). The Company operates on a 52/53-week fiscal year ending the last Sunday
during the month of May.
14
Critical Accounting Policies and Estimates
- ------------------------------------------
The Company's discussion and analysis of its financial condition and
results of operations are based upon; in part, the Company's consolidated
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America (GAAP). The
preparation of these financial statements requires the Company to make estimates
and judgments that affect assets, liabilities, revenues, expenses and related
disclosure of contingent liabilities.
The Company recognizes revenue and profit on long-term development
contracts based upon the lesser of, milestones achieved or costs incurred plus
earned profit. Some of these contracts require the Company to contribute to the
development effort. Should the actual costs exceed the estimates for these
development efforts and the Company was not successful in securing additional
funding, it may be necessary to record additional expense.
The Company maintains a reserve for inventory that may become damaged in
the manufacturing process or technologically obsolete. If technology advances
more rapidly than expected, manufacturing processes improve substantially or the
market for our products declines substantially, adjustments to reserves may be
required.
The provision for warranty for potential defects with our manufactured
products is based on historical experience for the period the product was under
warranty during the fiscal year. The Company believes this reserve is adequate
based on the evaluation criteria, procedures in place to control the
manufacturing process and pre-testing of newly developed products to ensure
their manufacturability prior to commercial introduction. If product quality
declines the Company may require additional provisions.
The Company maintains a provision for potential environmental remediation
for businesses disposed of during fiscal 2002. These provisions are based upon
estimates from environmental engineers that have visited the sites and
understand the scope of the project, should a cleanup be required. The Company
believes these provisions are adequate based on estimates from environmental
engineers.
The Company records an investment impairment charge when it believes an
investment has experienced a decline in value that is other than temporary.
Future adverse changes in market conditions or poor operating results of
underlying investments could result in losses or an inability to recover the
carrying value of the investment. Should this occur the Company would be
required to record an impairment charge in the future.
15
Results Of Operations
- ---------------------
Throughout this commentary reference is made to "as reported" and
"on-going" operations. "As reported" results refers to prior year results which
include our core businesses plus the effect of contributions and costs of
divested superconducting wire and helium businesses. "On-going" results refers
to our core business with the past contributions and costs of the divested
businesses removed from prior year results.
For the three months ended August 25, 2002, sales decreased
approximately 12%, to $35.2 million, from $40.1 million for the same period last
year.
Sales from on-going operations decreased 4% from $36.6 million.
MRI segment sales, as reported increased 5% or $1.4 million to $30.2
million for the quarter. Magnet system and component sales were up 9% or, $2.4
million from last year's first quarter due largely to an increase in customer
demand. Partially offsetting this increase was a decline in sales of
superconducting wire of approximately $1.0 million for the quarter due to the
divestiture of IGC-AS.
Sales from on-going operations of the MRI segment increased 9% or $2.4
million to $30.2 million due primarily to increased customer demand mentioned
above.
Instrumentation segment sales decreased $5.8 million, or 56% to $4.6
million for the quarter over the same period last year. This was due partially
to the divestiture of IGC-APD ($3.1 million) and reduced demand from markets
served by this segment ($2.7 million).
On-going Instrumentation segment sales decreased $3.3 million, or 42%
for the quarter.
Sales of the Energy Technology segment decreased $0.5 million or 60%
for the quarter due to increased efforts being applied to unfunded programs.
These programs relate principally to second generation HTS devises.
Gross margins decreased $3.6 million to $13.6 million or 39% of sales
for the quarter, from $17.2 million, or 43% of sales for the same period last
year. We experienced a $2.2 million decline related to disposed businesses and a
$1.4 million decline related to decreased sales.
Gross margins related to on-going operations decreased $1.6 million
from $15.2 million, or 42% of sales for the quarter to $13.6 million, or 39% of
sales. This gross margin decline is a result of reduced sales in the
Instrumentation segment offset by increased MRI segment sales.
16
As reported, internal research and development declined about $500,000
to $3.5 million from $4.0 million for the same period last year. Primarily this
decline was related to businesses no longer being consolidated.
With respect to on-going operations, internal research and development
increased about $130,000 as a result of increased effort being applied to
unfunded programs in the Energy Technology segment.
Marketing, general and administrative expenses decreased by $2.7
million to $4.4 million for the quarter; about $1.1 million of this decline was
due to the sale of IGC-AS and IGC-APD, as well as reduced spending relating to
salaries, consulting, recruiting and a reduction of accruals for incentive
compensation resulting from the reduced level of performance (measured as growth
in income over prior year).
Compared to on-going operations for the quarter, marketing, general and
administrative expenses decreased by $1.6 million to $4.3 million due to the
spending reductions mentioned above.
Amortization of intangibles decreased by $69,000 in the three month
period due to the sale of IGC-AS and IGC-APD during fiscal 2002.
Operating income for the quarter decreased by approximately $300,000
over the same period last year.
Operating income from on-going operations increased about $70,000
compared to the same period last year. Operating income as a percent of sales
increased to 15% from 14% in the prior year for both on-going and as reported
operations.
Interest and other income increased slightly in the current period due
primarily to increased cash.
The effective tax rate in the current period was about 35% compared to
38% for the same period last year. This reduction is primarily a result of the
effect of the Extraterritorial Income Regime.
Looking forward, we expect to continue to maintain our investment in
Energy Technology in order to be ready when the market for these products begins
to develop, which we believe will be about the middle of the decade. Despite
this investment, and a year on year decrease in sales, resulting from the
dispositions of IGC-AS and IGC-APD, we expect as reported net operating income
to increase in the current fiscal year by about 10% to 15% as a result of our
streamlined business focus, cost containment and manufacturing efficiencies. A
portion of this growth is expected to come from sales of high field (3.0T)
magnet systems as well as new products being developed at IGC-Medical Advances
and IGC-Polycold. These products were being developed at the end of the prior
fiscal year and continue to be developed now. Our customers are intimately
involved in the definition and development of these products. Additionally, the
Company has an active cost cutting program in each of its divisions to increase
earnings.
17
These expectations are based on the following assumptions, among others:
o The market for MRI systems continues to grow and our largest
customer retains its share of that market;
o Customer acceptance of the new products being developed throughout
the Company;
o New products achieve the level of growth and market acceptance
expected;
o The slowing economy doesn't cause any further pullback in
Instrumentation orders; and,
o We are able to maintain gross margins through continued production
cost reductions and manufacturing efficiencies.
Liquidity and Capital Commitments
- ---------------------------------
For the first three months of the current fiscal year, we generated
approximately $9.7 million of cash from operating activities. We used
approximately $800,000 of cash for capital expenditures, $3.0 million under our
Executive Stock Purchase Plan and $3.6 million for the purchase of treasury
stock. See the consolidated statement of cash flows, located elsewhere in this
report, for further details on the sources and uses of cash.
Our capital and resource commitments as of August 25, 2002 consisted of
capital equipment commitments of approximately $900,000.
At August 25, 2002, we had a $50 million unsecured line of credit with
three banks. Borrowings under the line bear interest at the London Interbank
Official Rate (LIBOR) plus an applicable margin or prime plus an applicable
margin, at our option. The line was not in use during the quarter. It expires in
October 2004.
We believe we have adequate resources to meet our needs for the
short-term from our existing cash balances, our expected cash generation in the
current fiscal year, and our line of credit. Longer-term, with substantial
increases in sales volume and/or large research and development or capital
expenditure requirements to pursue new opportunities in the Energy Technology
segment, we could need to raise additional funds. We would expect to be able to
do so through additional lines of credit, public offerings or private
placements. However, in the event funds were not available from these sources,
or on acceptable terms, we would expect to manage our growth within the
financing available.
Inflation has not had a material impact on our financial statements.
18
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
The Company's exposure to market risk through derivative financial
instruments and other financial instruments, such as investments in short-term
marketable securities and long-term debt, is not material. The financial
instruments of the Company that are interest rate dependent are unsecured line
of credit and a mortgage payable. The Company manages interest rates through
various methods within contracts. On its mortgage payable, the Company
negotiated an "interest rate swap" agreement that, in effect, fixes the rate at
6.88%. With respect to its unsecured line of credit, the Company may elect to
apply interest rates to borrowings under the line which relate to either LIBOR
plus an applicable margin, or prime plus an applicable margin, whichever is most
favorable. The Company's objective in managing its exposure to changes in
interest rates is to limit the impact of changing rates on earnings and cash
flow and to lower its borrowing costs.
The Company does not believe that its exposure to commodity and foreign
exchange risk is material.
ITEM 4: CONTROLS AND PROCEDURES
-----------------------
During the quarter ended August 25, 2002, the Company did not make any
significant changes in, nor take any corrective actions regarding, our internal
controls or other factors that could significantly affect these controls. We
plan to conduct an evaluation of our disclosure controls and procedures each
quarter.
19
PART II: OTHER INFORMATION
ITEM 6:. Exhibits and Reports on Form 8K.
(a) Exhibits
Certifications of Chief Executive Officer and Chief Financial Officer
* 99.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as added by Section 906 of the Sarbanes-Oxley Act
of 2002.
* 99.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as added by Section 906 of the Sarbanes-Oxley Act
of 2002.
(b) Reports on Form 8K
None
20
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.
INTERMAGNETICS GENERAL CORPORATION
Dated: October 07, 2002 By: /s/Glenn H. Epstein
-------------------------------------------
Glenn H. Epstein
President and Chief Executive Officer
Dated: October 07, 2002 By: /s/Michael K. Burke
-------------------------------------------
Michael K. Burke
Executive Vice President and Chief
Financial Officer
21
CERTIFICATIONS
- --------------
I, Glenn H. Epstein, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Intermagnetics
General Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
Dated: October 07, 2002
/s/Glenn H. Epstein
-------------------------------------
Glenn H. Epstein
President and Chief Executive Officer
I, Michael K. Burke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Intermagnetics
General Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
Dated: October 07, 2002
/s/Michael K. Burke
--------------------------------------------
Michael K. Burke
Executive Vice President and Chief Financial Officer
22