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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 February 23, 2003
-----------------
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
------------------------------------------------------
(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
--------------
(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 - 16,455,488 as of March 30, 2003
INTERMAGNETICS GENERAL CORPORATION
CONTENTS
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements:
Consolidated Balance Sheets - February 23, 2003 and May 26, 2002................................3
Consolidated Income Statements - Three Months and Nine Months Ended
February 23, 2003 and February 24, 2002.......................................................5
Consolidated Statements of Cash Flows - Nine Months Ended
February 23, 2003 and February 24, 2002.......................................................6
Consolidated Statements of Changes in Shareholders' Equity and Comprehensive Income -
Nine Months Ended February 23, 2003 ..........................................................7
Notes to Consolidated Financial Statements......................................................8
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................................................16
Item 3: Quantitative and Qualitative Disclosures About Market Risk.....................................24
Item 4: Controls and Procedures........................................................................25
PART II - OTHER INFORMATION.............................................................................26
SIGNATURES..............................................................................................27
CERTIFICATIONS..........................................................................................28
2
CONSOLIDATED BALANCE SHEETS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands, Except Per Share Amounts)
February 23, May 26,
2003 2002
---------------- -------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 77,920 $ 73,517
Trade accounts receivable, less allowance
(February 23, 2003 - $185; May 26, 2002 - $293) 24,618 20,612
Costs and estimated earnings in excess of
billings on uncompleted contracts 295 428
Inventories:
Consigned products 339 2,799
Finished products 574 659
Work in process 7,662 7,405
Materials and supplies 7,991 9,054
-------- --------
16,566 19,917
Deferred income taxes 1,497 1,497
Note Receivable 3,935 3,861
Prepaid expenses and other 2,348 2,037
-------- --------
TOTAL CURRENT ASSETS 127,179 121,869
PROPERTY, PLANT AND EQUIPMENT
Land and improvements 1,128 1,128
Buildings and improvements 12,172 12,172
Machinery and equipment 39,317 36,669
Leasehold improvements 1,702 1,678
-------- --------
54,319 51,647
Less accumulated depreciation and amortization 26,256 23,310
-------- --------
28,063 28,337
INTANGIBLE AND OTHER ASSETS
Available-for-sale securities 2,833
Goodwill 13,750 13,750
Other intangibles, less accumulated amortization
(February 23, 2003 - $7,126; May 26, 2002 - $5,746) 7,379 8,759
Other assets 1,834 1,677
-------- --------
TOTAL ASSETS $178,205 $177,225
======== ========
3
CONSOLIDATED BALANCE SHEETS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands, Except Per Share Amounts)
February 23, May 26,
2003 2002
---------------- -------------
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 282 $ 267
Accounts payable 10,374 10,757
Salaries, wages and related items 6,506 7,221
Customer advances and deposits 478 1,007
Product warranty reserve 1,192 1,326
Accrued income taxes 2,027 2,332
Other liabilities and accrued expenses 1,711 1,985
--------- ---------
TOTAL CURRENT LIABILITIES 22,570 24,895
LONG-TERM DEBT, less current portion 4,458 4,668
DERIVATIVE LIABILITY 455 268
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):
February 23, 2003 - 17,492,054 shares;
May 26, 2002 - 17,333,459 shares; 1,749 1,733
Additional paid-in capital 138,304 137,419
Notes receivable from employees (3,725) (799)
Retained earnings 26,541 15,999
Accumulated other comprehensive loss (297) (906)
--------- ---------
162,572 153,446
Less cost of Common Stock in treasury
February 23, 2003 - 1,047,206 shares
May 26, 2002 - 671,316 shares (11,850) (6,052)
--------- ---------
150,722 147,394
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 178,205 $ 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 Nine Months Ended
---------------------------------- ----------------------------------
February 23, February 24, February 23, February 24,
2003 2002 2003 2002
-------------- -------------- -------------- ----------------
Net sales $ 37,837 $ 37,201 $ 109,681 $ 116,260
Cost of products sold 23,206 22,582 67,307 68,368
--------- --------- ---------- ----------
Gross profit 14,631 14,619 42,374 47,892
Product research and development 2,860 3,278 9,558 10,985
Marketing, general and administrative 5,005 6,683 14,310 20,338
Amortization of intangible assets 460 488 1,380 1,501
--------- --------- ---------- ----------
8,325 10,449 25,248 32,824
--------- --------- ---------- ----------
Operating income 6,306 4,170 17,126 15,068
Interest and other income 299 343 974 1,399
Interest and other expense (144) (201) (385) (508)
Gain (loss) on available-for-sale securities 230 (2,108) 230
Gain on litigation settlement 537
Gain on sale of division 10 15,385
Write down of investments (6,290)
--------- --------- ---------- ----------
Income before income taxes 6,461 4,552 16,144 25,284
Provision for income taxes 2,242 1,434 5,602 8,139
--------- --------- ---------- ----------
NET INCOME $ 4,219 $ 3,118 $ 10,542 $ 17,145
========= ========= ========== ==========
Net Income per Common Share:
Basic $ 0.26 $ 0.19 $ 0.64 $ 1.05
========= ========= ========== ==========
Diluted $ 0.25 $ 0.18 $ 0.62 $ 0.99
========= ========= ========== ==========
See notes to consolidated financial statements.
5
CONSOLIDATED STATEMENTS OF CASH FLOWS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands)
(Unaudited)
Nine Months Ended
-------------------------------------------
February 23, February 24,
2003 2002
------------------ --------------------
OPERATING ACTIVITIES
Net income $ 10,542 $ 17,145
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 4,460 4,315
Gain on sale of division (15,385)
Write down of investments 6,290
Stock based compensation 470 465
Loss on sale and disposal of assets 57 127
Realized loss (gain) on available-for-sale securities 2,108 (230)
Change in discount on note receivable (74) (32)
Change in operating assets and liabilities:
Increase in accounts receivable and costs and estimated
earnings in excess of billings on uncompleted contracts (3,873) (1,987)
(Increase) decrease in inventories and prepaid expenses and other 2,698 (2,965)
Increase (decrease) in accounts payable and accrued expenses (2,395) 2,267
---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 13,993 10,010
INVESTING ACTIVITIES
Purchases of property, plant and equipment (2,879) (10,004)
Proceeds from sale of available-for-sale securities 1,363 1,300
Proceeds from sale of property, plant and equipment 17
Proceeds from sale of division 39,002
---------- ----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (1,499) 30,298
FINANCING ACTIVITIES
Proceeds from sale of Common Stock and exercise of stock options 500 3,336
Proceeds from (advances for) Executive Stock Purchase Plan (2,926) 327
Purchase of Treasury Stock (5,470)
Principal payments on note payable and long-term debt (195) (2,377)
---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (8,091) 1,286
EFFECT OF EXCHANGE RATE CHANGES ON CASH - (96)
---------- ----------
INCREASE IN CASH AND CASH EQUIVALENTS 4,403 41,498
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 73,517 27,675
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 77,920 $ 69,173
========== ==========
See notes to consolidated financial statements.
6
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY AND
COMPREHENSIVE INCOME
INTERMAGNETICS GENERAL CORPORATION
Nine months ended February 23, 2003
(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 10,542 $ 10,542
Unrealized loss on available-for-sale
securities, net of tax benefit of
$157,000 9 9
Reclassification adjustment -
available-for-sale securities 628 628
Loss on derivative, net of tax benefit (28) (28)
--------
Total comprehensive income $ 11,151
========
Loans to employees for purchase of
common stock (2,926)
Issuance of 158,595 shares of Common
Stock, including exercise of stock
options 16 555
Receipt of treasury stock, upon
exercise of stock options 328 (328)
Treasury stock purchase (5,470)
------- --------- -------- -------- --------- --------
Balances at February 23, 2003 $ 1,749 $ 138,304 $ 26,541 $ (297) $ (11,850) $ (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 February
23, 2003 and the results of its operations, cash flows and changes in
shareholders' equity for the periods presented. The results for the three and
nine months ended February 23, 2003 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:
Three Months Ended Nine Months Ended
----------------------------- -----------------------------
Feb. 23, 2003 Feb. 24, 2002 Feb. 23, 2003 Feb. 24, 2002
------------- ------------- ------------- -------------
Income available to common stockholders $ 4,219 $ 3,118 $ 10,542 $ 17,145
Weighted average shares 16,480,959 16,425,850 16,538,320 16,253,071
Dilutive potential Common Shares:
Warrants 23,937 33,457
Stock Options 533,024 976,119 509,270 1,044,710
----------- ----------- ----------- -----------
Adjusted weighted average shares 17,013,983 17,425,906 17,047,590 17,331,238
=========== =========== =========== ===========
Net income per common share:
Basic $ 0.26 $ 0.19 $ 0.64 $ 1.05
=========== =========== =========== ===========
Diluted $ 0.25 $ 0.18 $ 0.62 $ 0.99
=========== =========== =========== ===========
8
During the quarter ended February 23, 2003 the Company granted 766,000
shares of restricted stock to certain employees. These shares are restricted
units, which will convert into common stock only upon the achievement of
compounded growth in the Company's pretax diluted earnings per share between
eight and fifteen percent over the next five fiscal years. The maximum vesting
schedule in fiscal years 2003 through 2007 is 0%, 0%, 15%, 20% and 100%
respectively. In the current year the stock is not considered dilutive, as the
performance criteria has not been met.
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.
In November 2002, the Financial Accounting Standards Board issued FASB
Interpretation No. 45 "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others." This
9
interpretation elaborates on the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under certain
guarantees that it has issued. It also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair value of
the obligation undertaken in issuing the guarantee. The Company will adopt this
Interpretation effective with fiscal year 2004, and it is not expected to have a
material impact on the financial statements.
In December 2002, the Financial Accounting Standards Board issued SFAS
148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an
amendment of FASB Statement No. 123". This Standard amends FASB Statement No.
123, Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to fair value based method of accounting for
stock-based employee compensation. In addition, this statement amends the
disclosure requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results.
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.
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:
10
SEGMENT DATA
Three Months Ended
------------------------------------------------------------------------------
February 23, 2003
------------------------------------------------------------------------------
(Dollars in Thousands) Magnetic Resonance Energy
Imaging Instrumentation Technology Total
------------------ --------------- ---------- -----------
Net sales to external customers:
Magnet systems & components $ 32,113 $ 32,113
Refrigeration equipment $ 5,213 5,213
Other $ 511 511
-------- ---------- -------- ---------
Total 32,113 5,213 511 37,837
Intersegment net sales -
Segment operating profit (loss) 7,715 113 (1,522) 6,306
Total assets $ 159,866 $ 10,281 $ 8,058 $ 178,205
February 24, 2003
------------------------------------------------------------------------------
Magnetic Resonance Energy
Imaging Instrumentation Technology Total
------------------ --------------- ---------- -----------
Net sales to external customers:
Magnet systems & components $ 31,029 $ 31,029
Refrigeration equipment $ 4,959 4,959
Other $ 1,213 1,213
--------- ---------- --------- ---------
Total 31,029 4,959 1,213 37,201
Intersegment net sales 550 550
Segment operating profit (loss) 7,390 (2,914) (1,526) 2,950
Total assets $ 157,518 $ 10,277 $ 9,183 $ 176,978
11
Nine Months Ended
------------------------------------------------------------------------------
February 23, 2003
------------------------------------------------------------------------------
(Dollars in Thousands) Magnetic Resonance Energy
Imaging Instrumentation Technology Total
------------------ --------------- ---------- -----------
Net sales to external customers:
Magnet systems & components $ 93,634 $ 93,634
Refrigeration equipment $ 14,769 14,769
Other $ 1,278 1,278
--------- ---------- --------- ---------
Total 93,634 14,769 1,278 109,681
Intersegment net sales -
Segment operating profit (loss) 22,259 11 (5,171) 17,099
Total assets $ 159,866 $ 10,281 $ 8,058 $ 178,205
February 24, 2003
------------------------------------------------------------------------------
Magnetic Resonance Energy
Imaging Instrumentation Technology Total
------------------ --------------- ---------- -----------
Net sales to external customers:
Magnet systems & components $ 88,534 $ 88,534
Refrigeration equipment $ 22,870 22,870
Other 2,092 $ 2,764 4,856
--------- ---------- --------- ---------
Total 90,626 22,870 2,764 116,260
Intersegment net sales 3,481 3,481
Segment operating profit (loss) 20,892 (2,625) (4,652) 13,615
Total assets $ 157,518 $ 10,277 $ 9,183 $ 176,978
12
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
--------------------------------------------------
February 23, 2003 February 24, 2002
------------------------ -------------------
Reconciliation of income before income taxes:
Total profit from reportable segments $ 6,306 $ 2,950
Intercompany profit in ending inventory 1,220
----------- -----------
Net operating profit 6,306 4,170
Interest and other income 299 343
Interest and other expense (144) (201)
Gain (loss) on available-for-sale securities 230
Gain on litigation settlement
Gain on sale of division 10
Write down of investments
----------- -----------
Income before income taxes $ 6,461 $ 4,552
=========== ===========
Nine Months Ended
--------------------------------------------------
February 23, 2003 February 24, 2002
------------------------ -------------------
Reconciliation of income before income taxes:
Total profit from reportable segments $ 17,099 $ 13,615
Intercompany profit in ending inventory 27 1,453
----------- -----------
Net operating profit 17,126 15,068
Interest and other income 974 1,399
Interest and other expense (385) (508)
Gain (loss) on available-for-sale securities (2,108) 230
Gain on litigation settlement 537
Gain on sale of division 15,385
Write down of investments (6,290)
----------- -----------
Income before income taxes $ 16,144 $ 25,284
=========== ===========
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.
13
The components of other intangibles are as follows:
(Dollars in Thousands)
As of February 23, 2002
----------------------------------------------------------
Gross Carrying Accumulated Weighted
Amount Amortization Average Life
----------------- ----------------- ----------------
Amortized Intangible Assets
Production Rights $ 8,750 $5,038 5.5
Patents 3,832 825 17.9
Trade Name 960 300 20.0
Unpatented Technology 930 930 5.0
Other 33 33 5.0
------- ------ -----
$14,505 $7,126 9.8
Aggregate amortization expense for the quarter and nine months ended February
23, 2003 was $460,000 and $1,380,000 respectively.
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 February 23, 2003. Management evaluated goodwill for impairment during the
quarter ended November 24, 2002 in accordance with SFAS No. 142 and determined
no impairment exists.
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.
14
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 February
23, 2003, the Company had outstanding interest rate swap agreements with a
commercial bank, having a notional principal amount of approximately $4.740
million. Those agreements effectively change the Company's interest rate
exposure on its mortgages due 2005 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.
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 and nine months ended February 23, 2003,
the Company recorded other comprehensive loss of $31,000 and $28,000
respectively net of tax.
Note G - Available-for-Sale Securities
During October 2002 the Company sold its remaining 827,153 shares of
Ultralife Batteries, Inc. for total proceeds of $1,283,230 with a gross realized
loss of $2,090,000. In connection with the sale, net unrealized holding loss of
$628,000 has been reclassified from accumulated other comprehensive income.
15
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 a 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.
16
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. These contracts are typically contracts to provide engineering
services to achieve a specific scientific result relating to superconductivity.
Some of these contracts require the Company to contribute to the development
effort. The customers for these contracts are both commercial customers and
various state and federal government agencies. When government agencies are
providing funding we do not expect the government to be a significant end user
of the resulting products. Therefore, the Company does not reduce Internal
Research and Development by the funding received. When it appears probable that
estimated costs will exceed available funding, and the Company is not successful
in securing additional funding the Company records 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
in part, the advice from environmental engineers that have visited the sites and
understand the scope of the project, should a cleanup be required. These
engineers are experienced in such matters and with the appropriate government
rulings in similar circumstances. We have made our provision based on the
estimate provided which did not include any range of loss. Therefore, we are
unable to identify or estimate any additional loss that is reasonably possible.
The Company believes these provisions are adequate based on estimates from
environmental engineers. If unexpected costs related to the environmental issues
are incurred additional provisions will be needed.
17
The Company records an investment impairment charge on available-for-sale
securities 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. During the period
ended November 24, 2002 the Company sold all remaining shares of Ultralife
Batteries Inc. Therefore, as of February 23, 2003 the Company had no remaining
available-for-sale securities.
The Company recognizes revenue in accordance with Staff Accounting
Bulletin No. 101, on product that is complete and ready to ship for which our
customer has requested a delay in delivery. In these cases, all the criteria for
revenue recognition have been met including, but not limited to: the customer
has a substantial business purpose, title and risk of loss have transferred to
our customer, the product is complete and ready for shipment, and the product
has been segregated and is not available to be used to fill other orders. Upon
notification from our customer the product is shipped to the stated destination.
Results Of Operations
Throughout Management Discussion and Analysis we discuss performance
using the terms "as reported" and "ongoing operations." "As reported"
performance refers to prior year results which include our current business plus
the effect of contributions and costs of the divested superconducting wire and
helium businesses. "As reported" also includes the contributions and costs
related to our mixed gas business and any one-time events. "As reported" is the
measurement using generally accepted accounting principles (GAAP) of the United
States of America. The term "ongoing operations" is a measurement that excludes
from the prior year the contributions and costs of our disposed superconducting
wire manufacturing facility (IGC-AS) and our helium business (IGC-APD.) Ongoing
operations also excludes one-time events from the prior year such as the gains
on the sale of these disposed businesses, the expenses associated with
relocating our San Rafael, California facility to a modern facility in Petaluma,
California and the expenses related to transferring the mixed gas product line
from IGC-APD to IGC-Polycold. Additionally, ongoing operations exclude the
write-down of investments from the prior year as well as the prior year gain and
current year loss on available-for-sale securities. Additionally, on-going
results excludes the current year gain on litigation. This not a measurement
that uses GAAP. This measurement is a tool to provide the reader insight into
the performance of the businesses that exist at the time of this filing. We
believe the appropriate measurement of the company's current performance is
comparison to the same organization's performance in the prior period, without
any non-recurring events in either period. This measurement will provide the
investor with more meaningful information of the accomplishments or short
comings of the Company's performance. This disclosure may be inconsistent with
other companies in similar circumstances that choose to provide only GAAP
required disclosure.
18
For the three months ended February 23, 2003, as reported sales
increased about $635,000 or 2%, to $37.8 million, from $37.2 million for the
same period last year.
Sales from ongoing operations increased $2.2 million or 6%, to $37.8
million, from $35.6 million for the same period last year.
As reported sales for the nine month period ended February 23, 2003
decreased about 6% to $109.7 million from $116.3 million due primarily to the
divesture of IGC-AS and IGC-APD in the prior year period and reduced customer
funding in the Energy Technology segment, partially offset by increased sales
related to the MRI segment. This segment's increase is related to favorable
product mix.
Sales from on-going operations for the same period increased about
$2.4 million to $109.7 million from $107.3 million in the previous year. This
increase is primarily related to improved product mix in the MRI segment
partially offset by reduced demand from the markets served by the Instrument
segment and reduced funding in the Energy Technology segment.
MRI Segment Sales
As reported sales of the MRI segment increased more than 3%, or $1.1
million, to $32.1 million for the three months ended February 23, 2003 verses
the same period last year largely due to an improved product mix primarily in
magnet systems.
For the nine months ended as reported MRI segment sales increased 3%,
or $3.0 million, to $93.6 million, from $90.6 million in the previous year.
Magnet system and components increased $5.1 million to $93.6 million, or 6%.
This increase was primarily a result of improved product mix. Partially
offsetting this increase was a decline in superconducting wire sales of about
$2.1 million, due to the divestiture of IGC-AS in the prior year period.
MRI segment sales from ongoing operations for the nine months ended
February 23, 2003 increased $5.1 million to $93.6 million, or 6%. As mentioned
above, this increase was primarily a result of improved product mix as well as
increased customer demand.
Instrumentation Segment Sales
As reported Instrumentation segment sales for the three months ended
decreased $250,000, or 5% to $5.2 million over the same period last year due
primarily to the divesture of IGC-APD ($1.9 million) partially offset by an
increase of $2.1 million from IGC-Polycold related to increased demand as well
as the transfer of the mixed gas product line from IGC-APD.
Ongoing Instrumentation segment sales increased $1.8 million, to $5.2
million, or 52% for the quarter due to increased customer demand primarily from
vacuum related products.
19
Instrumentation segment sales as reported declined $8.1 million, or 35%
to $14.8 million for the nine months ended February 23, 2003. Of this decline
about $8.7 million was related to the divesture of IGC-APD in the prior year,
partially offset by a $600,000 increase in sales at IGC-Polycold due principally
to increased customer demand.
Ongoing sales declined about $1.2 million for the nine months ended.
Prior year results included a period of significant demand which was related to
increased capacity requirements from the telecommunications, fiber optics and
other industries requiring our technology.
Energy Technology Segment Sales
Sales of the Energy Technology segment decreased $700,000, or 58%, to
about $510,000 for the quarter due to increased efforts being applied to
unfunded programs. The prior period contained sales from various funded programs
now completed. In the current period those resources have been reallocated to
programs for which funding is not available at this time relating primarily to
superconducting devices.
Energy Technology segment sales for the nine months ended February 23,
2003 declined nearly $1.5 million, or 53%, to about $1.3 million related to
reduced customer funding and additional effort applied to unfunded programs..
Gross Profit
Overall, gross profit, as reported was about $14.6 million or 39% of
sales for the three months ended in both current and prior quarter. Increased
gross profit from the MRI and Instrumentation segments related to sales
increases were partially offset by a reduction due to businesses having been
divested.
Gross profits for the three months ended related to ongoing operations
increased nearly $750,000 from $13.9 million, or 39% of sales to $14.6 million,
or 39% of sales. This increase is primarily a result of increased sales in all
segments except in the Energy Technology segment.
Gross profit for the nine months ended on an as reported basis,
declined $5.5 million to $42.4 million or 39% of sales, from $47.9 million or
41% of sales. The Company realized about a $5.7 million decline in margin
relating to the sale of divested businesses in the prior year. Instrumentation
segment gross profit declined as a result of the decline in economic conditions
from the prior year when sales in the first quarter were unusually high and
overhead efficiencies contributed to profitability. These declines were
partially offset by a minor increase in the MRI segment gross profit related to
increased segment sales.
Gross profit for the nine months related to on-going operations
declined about $540,000 from $42.9 million or 40% of sales to $42.4 million or
39% of sales. This decline is a result of reduced customer demand in the
Instrumentation segment and reduced customer funding in the Energy Technology
segment partially offset by improved customer demand in the MRI segment.
20
Internal Research and Development
Internal research and development declined about $420,000 to $2.9
million from $3.3 million for the three months ended February 23, 2003, on an as
reported basis. This decline was primarily related to businesses no longer being
consolidated ($439,000) and a slight decrease form the MRI segment partially
offset by increased spending in the Instrumentation and Energy Technology
segments. The decrease in the MRI segment is primarily related to the near
completion of a major magnet development effort. The increase in the
Instrumentation segment is a result of partnering with our customers to provide
products to the marketplace with current market demands as well as future
demands.
Internal research and development related to on-going operations
declined about $37,000 or 1% from the same period last year. MRI sector internal
research and development decreased about 7% or $120,000 resulting from the near
completion of a major magnet development effort. This decrease was essentially
offset by slight increases in spending at other segments.
Internal research and development on an as reported basis, for the nine
months ended, declined from prior year approximately $1.4 million to $9.6
million. This decline is primarily related to the sale of IGC-APD ($1.8 million)
and was partially offset by a slight increase in other segments.
Internal research and development related to on-going operations for
the nine months ended increased about $155,000 or nearly 2% resulting from
additional focus on new magnet systems, second generation high temperature
superconductors and high temperature superconducting prototype devices for
transmission and distribution of electric power.
Marketing, General and Administrative
For the three months ended February 23, 2003 marketing, general and
administrative expenses, on an as reported basis decreased from prior year by
$1.7 million to $5.0 million. About $625,000 of this decline was due to the sale
of IGC-APD, with the remainder resulting from reduced spending relating to
salaries, consulting, recruiting and a reduction of accruals for incentive
compensation.
On an on-going basis, marketing, general and administrative expenses
for the quarter decreased from prior year by $200,000 due to the spending
reductions mentioned above.
Marketing, general and administrative expenses for the nine months
ended February 23, 2003 declined $6.0 million from prior year comparable period
on an as reported basis. Approximately $2.6 million of this decline is related
to the disposed businesses. The remainder of this spending decrease is a result
of decreases in all segments most notably the MRI and Instrumentation segment
due to the reductions stated above.
Ongoing marketing, general and administrative expenses for the nine
months ended declined $2.7 million or 16% from the same period last year. For
the most part, this decline came from similar areas mentioned above (salaries,
consulting, recruiting and a reduction of accruals for incentive compensation.)
primarily from within the MRI segment.
21
Amortization of intangibles
Amortization of intangibles decreased by $28,000 in the three month
period and $120,000 for the nine month period versus prior year comparable
periods primarily related to the sale of IGC-APD during fiscal 2002 and the
effect of completely amortizing certain intangibles at the end of the last
fiscal year.
Operating income
For the three months ended, as reported operating income increased over
the same period last year by approximately $2.1 million, or 51% to $6.3 million.
This increase is largely due to the disposition of IGC-APD and expense
reductions achieved in all segments. Operating income from on-going operations
increased about $1.0 million compared to the same period last year. This
increase is essentially related to increased sales, and resulting gross profit
from all segments except the Energy Technology segment in which sales and profit
declined.
As reported, operating income for the nine months ended increased from
the prior year about $2.1 million or 14% to $17.1 million despite the
disposition of IGC-AS and IGC-APD.
Operating income from on-going operations increased about $2.0 million
due primarily to increased sales and effective cost controls.
Interest and other
Interest and other income was essentially the same for the three months
ended February 23, 2003 and February 24, 2002 respectively. Interest and other
income for the nine months ended February 23, 2003 declined about $425,000. This
decrease is primarily related to the prior year containing income of about
$540,000 from the sale of a product line. Additionally, the Company's cash
balances have increased considerably in the current year however, interest rates
have declined resulting in nominal increase in interest income earned. Interest
and other expense have declined about $57,000 in the three month period and
$123,000 in the nine month period due to the disposition of IGC-APD.
During the nine months ended February 23, 2003 the Company sold its
remaining shares of Ultralife Batteries Inc. and realized a pre-tax loss of $2.1
million (see Note G).
Also during the nine months ended February 23, 2003 the Company
received about $537,000 as a result of favorable settlement of trade litigation.
Our effective tax rate for the nine months ended February 23, 2003
increased to 34.7% from 32.2% in the previous year. This increase is related to
the ability to use capital losses to offset some of our capital gains in the
prior period. We expect our effective tax rate to remain the same or decline
slightly as we continue to review effective tax strategies.
Looking forward, on an as reported basis, we expect net income to
decline 25% to 30%. This decline is a result of the prior period containing
various one-time adjustments such as the sale of two divisions and the related
gains partially offset by a more significant than current year write-down of
22
available-for-sale securities and moving expenses related to IGC-Polycold. These
events alone represent 29% of last year's total net income. We further 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 decrease in sales
resulting from the sale of IGC-AS and IGC-APD, net income from ongoing
operations is expected to increase at the lower end of the 10% to 15% range in
the current fiscal year. This expected increase in net income is a result of our
streamlined business focus, cost containment and manufacturing efficiencies. A
portion of this growth is expected to come from increased sales of high field
(3.0T) magnet as well as recently developed and new products being developed by
the Instrumentation and MRI segments. 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.
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 recently developed and products
under development throughout the Company;
o New products and recently developed products achieve the level of
growth and market acceptance expected;
o Uncertainty in economic conditions does not impede further improvement
in Instrumentation orders;
o We are able to maintain gross profits through continued production cost
reductions and manufacturing efficiencies; and,
o Current global economic conditions do not deteriorate further and
result in order and spending slowdown in the MRI and Energy Technology
segments.
Liquidity and Capital Commitments
For the nine months ended February 23, 2003 the Company generated $14.0
million in cash from operations compared to $10.0 million in the previous year.
This cash was primarily generated from improved operating activities. Investing
activities required $1.5 million in the current year and generated $30.3 million
in the prior year. Purchases of property, plant and equipment declined about
$7.1 million from the previous year. The previous year included significant
capital expenditures related to production equipment and equipment used in
research and development as well as the tenant fit-up costs related to our
Petaluma, California facility. Additionally, in the prior year, investing
activities provided $39.0 million from the sale of divisions. In the current
year we used $8.1 million for financing activities compared to cash provided of
$1.3 million in the prior year. Proceeds from the exercise of stock options were
below last years $3.3 million by about $2.8 million. This decline is a result of
general downturn in the stock market which negatively affected the share price.
Approximately $2.9 million was provided to employees in the form of a loan for
the purchase of Company stock through the Executive Stock Purchases program.
23
Nearly $5.5 million was used for the purchase of Treasury shares. Principal
payments on notes payable declined about $2.2 million in the current year due to
the sale of IGC-APD and its associated mortgage. For the nine months ended
February 23, 2003 the Company had a cash balance of $77.9 million, an increase
of about $8.7 million from the same period last year and $4.4 million from the
end of last year. Our primary source of cash comes from operating activities and
used for investing activities (including company 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 February 23, 2003 consisted
of capital equipment commitments of approximately $1,385,0006. These commitments
consisted of machinery, equipment and tooling used to improve the production
process and in research and development. Additionally, some of the capital
commitment is for computers and computer equipment to improve engineering
efficiency. Individually, none of these commitments are considered significant.
At February 23, 2003, we had a $50 million unsecured line of credit
with three banks. Borrowings under the line bear interest at the London
Interbank Offered Rate (LIBOR) plus an applicable margin or prime plus an
applicable margin, at our option. The line was not in use during the quarter or
year. 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 may 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.
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 an 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
24
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. With regards to invested cash the Company
invests only in high quality, low risk securities backed by the full faith of
the United States Government. The duration of these securities are an average
weighted duration of 90 days.
The Company does not believe that its exposure to commodity and foreign
exchange risk is material.
ITEM 4: CONTROLS AND PROCEDURES
The Company, with the participation of its management, including its
Chief Executive Officer and Chief Financial Officer, has carried out an
evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) as of a date within 90 days prior to the filing date of this quarterly
report. Based upon, and as of the date of, that evaluation, the Chief Executive
Officer and the Chief Financial Officer concluded that the disclosure controls
and procedures of the Company were effective in ensuring that information
required to be disclosed in the periodic reports that it files or submits under
the Exchange Act is accumulated and communicated to the management of the
Company, including its Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure.
There have been no significant changes in the Company's internal
controls, or in other factors that could significantly affect these controls,
subsequent to the date of the evaluation referred to above. There were no
significant deficiencies or material weaknesses identified in the evaluation
and, therefore, no corrective actions have been taken since the date of the
evaluation.
25
PART II: OTHER INFORMATION
ITEM 6: Exhibits and Reports on Form 8K.
(a) Exhibits
10.1 Restricted Stock Unit Award Agreement dated December 16,
2002 between Intermagnetics General Corporation (the
"Corporation") and Glenn H. Epstein, the Chief Executive
Officer of the Corporation (the "Grantee").
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
26
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: April 09, 2003 By: /s/Glenn H. Epstein
------------------------------------
Glenn H. Epstein
President and Chief Executive Officer
Dated: April 09, 2003 By: /s/Michael K. Burke
-------------------------------------
Michael K. Burke
Executive Vice President and
Chief Financial Officer
27
CERTIFICATIONS
- --------------
I, Glenn H. Epstein, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Intermagnetics
General Corp.;
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 upon 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;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a. Designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors:
a. All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize, and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
The registrant's other certifying officer and I have indicated in this quarterly
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Dated: April 09, 2003 /s/Glenn H. Epstein
----------------------------------
Glenn H. Epstein
President and Chief Executive Officer
28
CERTIFICATIONS
- --------------
I, Michael K. Burke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Intermagnetics
General Corp.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of 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 upon 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;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a. Designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors:
a. All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize, and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
The registrant's other certifying officer and I have indicated in this quarterly
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Dated: April 09, 2003 /s/Michael K. Burke
--------------------------------------
Michael K. Burke
Executive Vice President and
Chief Financial Officer
29