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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended May 25, 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
INTERMAGNETICS GENERAL CORPORATION
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(Exact name of registrant as specified in its charter.)
New York 14-1537454
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 Old Niskayuna Road
Latham, New York 12110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 782-1122
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Securities registered pursuant to Section 12(b) of the Act:
None
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(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock - $.10 par value
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(Title of each Class)
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant is approximately $384,292,375. Such aggregate market value was
computed by reference to the closing price of the Common Stock based on quoted
market prices on August 15, 2003. It assumes that all directors and officers of
the registrant are affiliates. In making such calculation, the registrant does
not determine whether any director, officer or other holder of Common Stock is
an affiliate for any other purpose.
The number of shares of the registrant's Common Stock outstanding, net of
Treasury shares, as of August 15, 2003 was 16,565,984.
DOCUMENTS INCORPORATED BY REFERENCE
The information required for Part III below is incorporated by reference from
the registrant's Proxy Statement for its 2003 Annual Meeting of Shareholders to
be filed within 120 days after the end of the registrant's fiscal year.
TABLE OF CONTENTS
PART I............................................................................................................1
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ITEM 1. BUSINESS DESCRIPTION.....................................................................................1
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MAGNETIC RESONANCE IMAGING SEGMENT.............................................................................2
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INSTRUMENTATION SEGMENT........................................................................................6
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ENERGY TECHNOLOGY SEGMENT......................................................................................9
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RESEARCH AND DEVELOPMENT......................................................................................16
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INVESTMENTS...................................................................................................17
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PERSONNEL.....................................................................................................17
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EXECUTIVE OFFICERS OF THE REGISTRANT..........................................................................17
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ITEM 2. PROPERTIES..............................................................................................18
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ITEM 3. LEGAL PROCEEDINGS.......................................................................................19
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.....................................................19
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PART II..........................................................................................................19
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...................................19
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ITEM 6. SELECTED FINANCIAL DATA.................................................................................21
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...................22
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCUSSIONS ABOUT MARKET RISK..............................................32
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.............................................................33
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE....................33
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PART III.........................................................................................................34
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT......................................................34
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ITEM 11. EXECUTIVE COMPENSATION..................................................................................34
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..........................................34
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..........................................................34
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PART IV..........................................................................................................34
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K..........................................34
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(a) FINANCIAL STATEMENTS, SCHEDULE AND EXHIBITS.............................................................34
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(b) REPORTS ON FORM 8-K.....................................................................................38
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SIGNATURES.......................................................................................................40
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Report of Independent Auditors...................................................................................43
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SAFE HARBOR STATEMENT UNDER THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
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 2004 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 Management's Discussion and
Analysis of Financial Condition and Results of Operations, changes in global
political, economic, business, competitive and regulatory factors 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.
PART I
ITEM 1. BUSINESS DESCRIPTION
Intermagnetics designs, develops, manufactures and sells products in
three segments, which are named to reflect the markets they serve: Magnetic
Resonance Imaging ("MRI"), Instrumentation and Energy Technology.
The MRI segment primarily provides products to the diagnostic imaging
market. Our IGC-Magnet Business Group ("IGC-MBG") develops, manufactures and
sells low temperature superconducting ("LTS") magnets. Our wholly-owned
subsidiary, IGC-Medical Advances Inc. ("IGC-MAI"), designs, manufactures and
sells radio frequency ("RF") coils.
Our Instrumentation segment provides cryogenic refrigeration equipment
used primarily in ultra-high vacuum applications, industrial coatings,
analytical instrumentation and semiconductor processing and testing through our
wholly-owned subsidiary, IGC-Polycold Systems Inc. ("IGC-Polycold").
In Energy Technology, our wholly-owned subsidiary, SuperPower, Inc.
("SuperPower") is developing high-temperature superconducting materials and
devices designed to enhance the capacity, reliability and quality of electrical
power transmission and distribution.
We completed two major divestitures in fiscal year 2002. On October 24,
2001, we sold the assets and business of our former low temperature
superconducting division, IGC-Advanced Superconductors ("IGC-AS") to Outokumpu
Copper Products Oy. Prior to this divestiture, IGC-AS was included in our MRI
segment. On February 5, 2002, we sold all of the outstanding shares of our
former subsidiary, IGC-APD Cryogenics, Inc. to Sumitomo Heavy Industries, Ltd.
Prior to the sale, IGC-APD was included in our Instrumentation segment. These
dispositions and their impact on our fiscal year 2003 results are discussed in
more detail in Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
MAGNETIC RESONANCE IMAGING SEGMENT
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A. Introduction
Superconductive materials lose all resistance to the flow of electrical
current when cooled below a critical temperature. Superconductors offer
advantages over conventional conductors, such as copper or aluminum, by carrying
electricity with virtually no energy loss, and generating comparatively more
powerful magnetic fields. Currently, MRI systems make up the single largest
commercial application for superconductor technology. At the core of an MRI
system is a large, highly engineered magnet system. We design and manufacture
superconductive magnet systems, which typically offer more powerful,
high-quality magnetic fields with virtually no power loss. We also design and
manufacture RF coils, which act as an antenna to transmit and/or receive radio
frequency signals from the human body as it lies inside the strong magnetic
field of the MRI system. These radio frequency signals are transferred
electronically to the MRI system computer where they are reconstructed into a
clinically useful diagnostic image. Specialized RF coils -- those dedicated to
imaging particular parts of the human anatomy, such as the brain, liver, knee,
neck, back, wrist, etc. -- increase the number of diagnostic applications for
which an MRI system can be used. Most MRI systems benefit from an array of seven
to ten separate specialized RF coils.
The annual commercial market for new MRI systems, upgrades and
accessories (including RF coils) in calendar year 2003 is estimated to be within
the range of $3 to $3.4 billion worldwide. A small number of system integrators
dominate the MRI industry. They include GE Medical Systems ("GE"), Philips
Medical Systems Nederlands B.V. ("Philips"), Siemens Medical Solutions
("Siemens"), Hitachi Medical Corporation ("Hitachi") and Toshiba Corporation
("Toshiba"). We supply key components to a number of these integrators.
Other existing applications for low temperature superconductivity
include nuclear magnetic resonance ("NMR") spectroscopy, used in biological and
chemical research and testing of the composition and structure of non-ferrous
materials, and other scientific, defense and research applications. Currently,
we do not participate materially in these non-MRI magnet markets.
B. Principal Products
We derived approximately 85% and 80% of our net sales in fiscal years
2003 and 2002, respectively, from sales of products in the MRI segment. The
increased percentage of MRI segment sales resulted from the divestiture of
IGC-APD, reduced sales within the Instrumentation segment and increased sales
within the MRI segment. Segment data is provided in Note K of the Notes to
Consolidated Financial Statements included in response to Item 8. Our principal
MRI products include:
o Superconductive MRI Magnet Systems. Through IGC-MBG, we manufacture and
sell superconductive MRI magnet systems to MRI system integrators for
use in stationary and mobile applications. We offer a full line of
superconductive MRI magnet systems with field strengths of 0.5, 1.0,
1.5 and 3.0 Tesla ("T"). In addition, IGC-MBG is developing a 1.0T
superconducting open magnet system. We do not expect commercial sales
of the 1.0T open system in fiscal year 2004.
o RF Coils for MRI Systems. Through IGC-MAI, we manufacture and sell RF
coils for use in MRI systems. IGC-MAI's current product line includes
ten anatomical applications with several product groups available in
magnetic field strengths from 0.2T to 3.0T, leading to a total of more
than 100 products.
C. Marketing
We market our magnet systems through our own personnel. IGC-MAI markets
its RF coils to MRI system integrators on an OEM basis in the U.S, Europe and
Japan and to end-users, such as hospitals, clinics and research facilities with
its own direct sales force augmented by distributors in selected markets.
Export Sales. Products sold to foreign-based companies, such as Philips
in the Netherlands, or Hitachi and Toshiba in Japan, were accounted for as
export sales even if some of the products sold were installed in the U.S. On
that basis, the Company's net export sales (including the Instrumentation
segment) for fiscal years 2003, 2002 and 2001 totaled $123.7, $127.3 and $102.0
million, respectively, most of which were to European customers billed in U.S.
currency.
Principal Customers. Sales to customers of the MRI segment accounting
for more than 10% of our net sales aggregated approximately 79% in fiscal year
2003, 72% of net sales in fiscal year 2002 and 56% of net sales in fiscal 2001.
(See Note K of Notes to Consolidated Financial Statements included in response
to Item 8.)
We sell a substantial portion of our products in the MRI industry to
four customers, one of which is significant. Philips is the principal customer
for our MRI magnet systems. In fiscal year 1999, Intermagnetics and Philips
executed a new sales agreement naming Intermagnetics as the exclusive supplier
of certain magnet systems to Philips. We amended that agreement in fiscal year
2003 to extend the term until the end of calendar year 2009. The term extends
each year such that beginning in 2005 the agreement will continue in effect on a
rolling five-year basis, unless otherwise terminated in accordance with certain
provisions of the agreement. Under this agreement, Intermagnetics is the sole
supplier of certain MRI magnet systems to Philips. Sales to Philips (including
sales by the Instrumentation segment) amounted to approximately 79%, 72% and 56%
of our net sales for fiscal 2003, 2002 and 2001, respectively.
D. Competition/Market
U.S. sales of MRI systems grew in each of calendar years 2000, 2001 and
2002. Our growth in this segment is dependent on our customers' ability to grow
their respective businesses, and on our ability to attract new customers. There
are no assurances that such growth will continue in the future. In addition,
healthcare cost control initiatives and regional economic conditions could
negatively impact continued growth.
MRI systems compete indirectly with other diagnostic imaging methods
such as conventional and digital X-ray systems, nuclear medical systems,
Ultrasound, PET scans and X-ray CT scanners. Two emerging MRI applications could
provide additional growth opportunities for our products in the future. MRI
system integrators are developing systems that can be used as non-invasive
diagnostic tools for cardiac disease. These systems could replace the need for
interventional X-rays in certain cases. Functional MRI (fMRI), in which
physicians can monitor brain activity (function) as well as brain anatomy, is
another emerging area. We serve these applications with both 1.5T magnets and
our newly developed 3.0T magnet system and associated RF coils. There are no
assurances that the market for these applications will become significant.
Most large MRI systems suppliers perceive higher field strength imaging
systems (1.0T or greater) that use superconductive magnets to have technical
advantages over MRI systems that use resistive electromagnets and permanent
magnets, which are limited in field strength either by high power consumption or
by basic material properties. Lower field strength systems generally produce
lower quality images, although rapid gains in computer technology have offset
some of this quality loss. In the mid to late 1990s low field (0.2 to 0.3T)
"open" magnet configurations based on permanent and resistive magnets enjoyed
rapid growth in market share. This growth appears to have leveled off and is
expected to decline with the continued introduction of higher field open MRI
systems based on superconducting magnets. Two such systems have entered the
market at 0.7T with another entry at 0.6T. IGC-MBG is developing a more powerful
1.0T superconducting "open" magnet system for this market segment. There is no
assurance that this product will be successfully commercialized.
Within the market for superconductive MRI magnet systems and RF coils,
our competitors fall into two categories: (1) magnet and RF coil manufacturers
that make products for MRI system integrators; and (2) MRI system integrators
that manufacture superconductive magnet systems and/or RF coils for their own
use.
The largest MRI system integrator, GE Medical Systems, manufactures its
own magnet systems and recently acquired one of the largest independent RF coil
manufacturers in the US. We do not sell any magnet systems to GE, but we expect
to continue to sell RF coils to GE despite its recent acquisition. We do,
however, expect the acquisition to reduce the number of RF coil opportunities we
may have with GE in the long term.
Siemens owns 51% of Oxford Magnet Technology Limited ("OMT"), a joint
venture that manufactures MRI magnets systems. OMT also supplies MRI magnets
systems to some smaller system integrators. Until recently, OMT sold magnet
systems to Philips for a line of MRI systems that Philips acquired when it
purchased the former Marconi Medical Systems. We have reached an agreement with
Philips to supply magnets that will replace the magnet system formerly supplied
by OMT. We believe we compete effectively against OMT on the basis of technology
and price and that we are capable of increasing our production capacity to meet
opportunities for business expansion as they arise. Siemens historically has
developed and manufactured its own RF coils, but we have seen a shift in this
approach over the past two years and we now view Siemens as a potential customer
for our RF coil products.
The MRI system integrators outsource varying proportions of their RF
coil development and manufacturing to companies such as IGC-MAI. Siemens and
Philips have maintained the most extensive in-house coil development activities
of the major MRI system integrators. GE's acquisition of a formerly independent
RF coil manufacturer has added to its internal capability. Based on input from
our customers, we believe that outsourcing specialized RF coils will continue to
be a strategy for augmenting in house resources to serve a broad range of
applications with the required time to market.
There are several RF coil manufacturers of various size. Of these
companies, we believe that two compete with IGC-MAI against its full product
range, and one of those competitors was acquired by GE Medical Systems during
our fiscal year 2003. Competition generally is based upon capacity for
development and production, price and diagnostic image quality. To remain
competitive, we must continue to offer high quality, technically advanced
products while reducing costs. In fiscal year 2003, IGC-MAI continued to face
increased competitive pressures on both price and new technology. Its two main
competitors grew in both size and market share, mainly as a result of their
supply relationships with MRI system integrators. We are responding to these
challenges with increased new product development and marketing efforts. There
are no assurances, however, that IGC-MAI will be successful in its
commercialization of these products.
F. Patents
We do not believe that patents are a significant competitive factor in
the conduct of our business in the MRI segment. We directly or indirectly either
own, or license a number of patents relating to RF coils and magnet systems.
There are no assurances that changing technology and/or emerging patents will
not adversely impact our current patent position or competitiveness. In
addition, while we focus on developing and patenting new technologies, there are
no assurances that this technology will become commercially significant or that
competing patents will not be issued.
G. Raw Materials and Inventory
Most materials and parts used in the manufacturing process for
superconducting magnet systems are ordered for delivery based on production
needs. We have long-term supply agreements with Outokumpu Advanced
Superconductors (formerly IGC-AS) for the supply of low temperature
superconducting ("LTS") wire and with SHI-APD Cryogenics Inc. (formerly IGC-APD)
for the supply of shield coolers - a key component of our MRI magnet systems.
Sumitomo Heavy Industries, which owns SHI-APD, is now the leading manufacturer
of shield coolers. In addition, LTS wire generally requires long lead times for
order placement. An unplanned loss or severe reduction in supply of either of
these components could result in added cost and temporary production delays.
Generally, we invest in inventories for production of MRI magnet systems based
on production schedules required to fill existing and anticipated customer
orders. During fiscal years 2001 and 2002, we had a consignment program with our
largest customer. We believe this arrangement enabled us, and our primary
customer, to better respond to market demand and capture additional market share
during a period of very high growth. This program was suspended in fiscal year
2003. As a consequence of our new expanded agreement with Philips we will take
increased responsibility for delivery flexibility in the magnet supply chain
during fiscal year 2004 by increasing shipments direct to hospitals rather than
to Philips' warehouses. This will result in higher than historic levels of
inventory at Intermagnetics.
IGC-MAI believes that there are alternative suppliers at competitive
prices for most of the parts, materials and components that it purchases for the
manufacture of its RF coils. There are, however, discrete electrical components
and mechanical housings that are sole sourced because of the uniqueness of their
specifications. In the event that a sole source supplier cannot meet demand, a
re-engineering or re-tooling of the sourced component would be required.
H. Warranty
We have not had significant expense to date for performance of our
warranty obligations in the MRI segment.
INSTRUMENTATION SEGMENT
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A. Introduction
Our Instrumentation segment provides low-temperature solutions
primarily to original equipment manufacturers (OEM's) in a variety of
industries. In fiscal year 2002, we made a number of changes in this segment
aimed at maximizing strategic value. These changes included moving IGC-Polycold
from multiple locations in San Rafael to one larger facility in Petaluma,
California; transferring the manufacturing and sales of two mixed-gas
refrigeration product lines from IGC-APD to IGC-Polycold; and divesting
IGC-APD's remaining business through the sale of the outstanding shares of
IGC-APD to Sumitomo Heavy Industries, Ltd.
As a result of these changes, this segment now consists of one
wholly-owned subsidiary, IGC-Polycold, which designs, manufactures and sells low
temperature refrigeration equipment. This segment returned to profitability in
fiscal year 2003 despite a challenging environment in the capital equipment
market.
Segment data is provided in Note K of the Notes to Consolidated
Financial Statements included in response to Item 8.
B. Principal Products
IGC-Polycold manufactures and sells a line of low temperature
refrigeration systems in the -40 to -203 Celsius range. IGC-Polycold's
refrigeration systems are used in a wide variety of market applications,
including optical coating, semiconductor manufacturing, magnetic media,
decorative coating, optical coating, flat panel displays, detector cooling and
roll/web coating.
The Instrumentation segment continues to enjoy a market leadership
position in ultra-high vacuum cryo-vapor pumping, by way of our industry proven
products and services. These products have strong brand recognition, and provide
versatility to a broad base of existing and new vacuum applications. Included in
this product offering are the AquaTrap(R) and CryoTiger(R) product lines -
transferred to IGC-Polycold prior to the sale of IGC-APD.
In addition to the vacuum market, we continued to diversify into low
temperature heat transfer markets such as semiconductor and imaging. Although
the Instrumentation segment has typically not derived significant sales from
semiconductor manufacturers in the past, new products have been developed for
this market. Historically, the semiconductor market has been cyclical based on
demand for technology products such as personal computers and cellular phones.
Accordingly, while our traditional recurring revenue base of the business has
not been affected by the downturn in the semiconductor industry, incremental
growth from our semiconductor related product lines market has been slow.
IGC-Polycold also licenses certain mixed gas refrigerant technology to
third parties for use in markets in which the Company does not otherwise
participate.
C. Marketing
IGC-Polycold markets refrigeration systems through a direct sales force
managed from Petaluma, California, two key distributors located in Japan and
Germany, and through a worldwide network of external sales representatives.
Using a business model that leverages customer intimacy, we seek to provide
total thermal management solutions based on specific customer needs.
D. Competition/Market
IGC-Polycold faces competition from several manufacturers in the Far
East and one manufacturer in Europe. In addition, IGC-Polycold experiences
limited competition from Helix Technology Corporation (which markets its
products under the names "CTI Cryogenics" and "CTI") in limited applications.
IGC-Polycold also competes with the use of liquid nitrogen as an alternative to
IGC-Polycold's low temperature refrigeration systems. The Company generally
competes in this area on the basis of total cost of ownership, as well as price,
availability and product quality and reliability. In addition, the CryoTiger
refrigeration system competes against alternative technologies including
Stirling refrigerators and open-cycle coolers that rely on reservoirs of liquid
nitrogen, which must be replenished periodically. Although the initial purchase
price for a CryoTiger refrigerator may exceed the price of a comparable liquid
nitrogen cooler, we believe lower operating and maintenance costs and greater
ease of use offset this higher initial cost. Finally, there are no assurances
that emerging technology will not adversely impact IGC-Polycold's
competitiveness.
E. Patents
Patents are a significant competitive factor in some areas of our
Instrumentation segment. Our CryoTiger and AquaTrap lines are based upon
patented proprietary technology. While IGC-Polycold does have some patent
protection for its other products, patents currently are not a significant
competitive factor for these products. Patents may become more significant in
the future, however, as IGC-Polycold develops new products. One of the Company's
keys to success in marketing its refrigeration products will depend on its
continued ability to obtain patents, maintain trade secret protection and
operate without infringing on the proprietary rights of others. There are no
assurances that changing technology and/or emerging patents will not adversely
impact our current patent position or competitiveness. In addition, while we
focus on developing and patenting new technologies, there are no assurances that
this technology will become commercially significant or that competing patents
will not be issued. No patents that the Company considers significant expire
during the next five years.
F. Raw Materials and Inventory
IGC-Polycold generally maintains a sufficient inventory of raw
materials, assembled parts and partially and fully assembled major components to
meet production requirements. IGC-Polycold purchases certain major standard
components for its products from a single source. While alternative sources are
available, an unplanned loss or severe reduction in supply from this source
could result in added cost and temporary production delays.
G. Warranty
Warranty expense continued at historical levels as a percentage of
sales in fiscal year 2003.
ENERGY TECHNOLOGY SEGMENT
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A. Introduction
The U.S. Department of Energy has reported that much of the nation's
electrical transmission and distribution infrastructure is rapidly becoming
incapable of meeting the demands of our modern economy (see for example, the
National Transmission Grid Study, May 2002). There has been a material decline
in investment in this infrastructure by service providers, largely due to
deregulation of the electric utility industry. Deregulation has also resulted in
exponential growth in electricity transactions at the wholesale level, which has
placed a burden on the existing infrastructure. Increasing congestion indicates
that the ability to move electricity over the existing wires is limited. Energy
Technology is an emerging industry dedicated to providing more efficient,
reliable and environmentally responsible means of generating, transmitting and
distributing electricity. High-temperature superconducting ("HTS") materials
could become a key solution. Through our wholly-owned subsidiary SuperPower,
Inc., we are focused on developing HTS materials and HTS-based devices that
address a potential market for more efficient, reliable and environmentally
friendly electric transmission and distribution, which we expect will be easier
to permit and license than the conventional counterparts.
HTS materials are composed of ceramic-like compounds that become
superconducting at higher temperatures than those required to maintain
superconductivity in LTS materials. HTS materials typically remain
superconducting when cooled to temperatures similar to that of liquid nitrogen
(77 Kelvin or minus 321 F). Accordingly, HTS materials usually require less
sophisticated and less costly cryogenic refrigeration systems than LTS
materials, making them well-suited for use in devices such as HTS cables,
transformers and fault current limiters and controllers.
We have maintained an HTS program since shortly after these materials
were first identified in 1986. Initially, the Company and others pursued the
development of "First Generation" HTS wires and tapes using Bismuth-based
materials. The Company and others have incorporated First Generation conductors
into successful prototype products. Despite improvements in First Generation
wires and tapes, we believe that the high cost of raw materials required for
these conductors (notably, high-purity silver), the high labor content and
certain performance limitations will prevent widespread commercialization of
First Generation materials and devices.
Over the past three years, we shifted our focus to "Second Generation"
HTS conductors. These conductors are based on less expensive nickel alloy
substrates (e.g., hastelloy, or inconel) and can be manufactured using a far
less labor-intensive process than First Generation conductors. Based on these
factors, and the superior mechanical and electrical performance demonstrated by
Second Generation conductors, we believe these conductors can reach cost and
performance levels necessary for commercialization of electric power devices.
SuperPower develops Second Generation materials and electric power devices that
utilize HTS materials. SuperPower intends to incorporate HTS materials into
electric power devices (see "Principal Products" below) for sale primarily into
the electric power utility marketplace.
We believe that Second Generation HTS conductors can be made in
sufficient quantity and length, and with cost and performance attributes that
will meet the commercial requirements of the applications we are pursuing.
However, we expect that it will take at least until mid-decade to reach such
commercial thresholds. To date, Second Generation HTS conductors have been
demonstrated successfully by us or other entities only in short lengths on a
laboratory scale. There can be no assurance that we will be successful in
extending the laboratory results to a manufacturing scale with cost and
performance levels adequate for successful commercialization or that end-user
utilities will accept the new products we are developing.
B. Principal Products
(i) Second Generation HTS Conductor
As a pre-requisite to developing certain commercially successful
HTS-based electric power devices (e.g., cables, transformers, generators and
motors) we intend to develop, manufacture and sell Second Generation HTS
conductor. To that end, in January 2000 we entered into a three-year Cooperative
Research and Development Agreement ("CRADA") (the "LANL/ANL Agreement") with two
U.S. Department of Energy national laboratories (the Los Alamos National
Laboratory ("LANL") and the Argonne National Laboratory ("ANL")). Under this
agreement, LANL and ANL assisted us in scaling up certain promising HTS
deposition processes to commercial manufacturing levels. We were responsible for
approximately half of the $2.5 million cost under the LANL/ANL Agreement, with
the laboratories sharing the other half. This CRADA was successfully completed
in February 2003. Based on the successful implementation of this CRADA, we
executed a two-year follow-on CRADA with LANL in March 2003. The total cost of
this CRADA is $3.4 million, equally shared between SuperPower and LANL. In May,
2001, we negotiated an exclusive license with LANL to certain HTS technology
that we believe will provide a competitive advantage in the manufacture and sale
of Second Generation HTS conductor. We also have exclusive access to technology
developed under the CRADA, and the first right to negotiate an exclusive license
within a field of use, for reasonable terms and conditions, to additional
inventions made by the national laboratories under the LANL/ANL Agreement. In
addition, we announced in June 2000 the signing of a contract with UT-Battelle
for the U.S. Department of Energy ("DOE Agreement") for the first phase of a
three-year project to commercialize the manufacturing process for Second
Generation HTS conductors. We currently expect the project to be extended to
April 2004. This contract complements the LANL/ANL Agreement and the follow-on
CRADA with LANL. SuperPower and DOE will share the costs of $4.5 million
project. The first phase was completed in March 2001, the second phase was
completed in October 2002 and the third phase began in November 2002. The
Company expects the program to continue for one more phase, comprising a total
of 6 months. Also, in February 2001 the Company received $800,000 from the Dual
Use Science & Technology ("DUST") office and the Air Force Research Laboratory
("AFRL") at Wright Patterson Air Force Base to assist in the scale up of Second
Generation HTS manufacturing. Based on the success achieved mid-way through the
program, additional funding of $450,000 was received from the DUST office and
AFRL. During this 33-month program, SuperPower will match the $1,250,000 in
funding. In August 2001, the Company executed a 3-year CRADA with the AFRL at
Wright Patterson Air Force Base also related to Second Generation HTS
manufacturing.
(ii) HTS-Based Electric Power Devices
SuperPower expects to manufacture and sell HTS materials and components
for integration into products such as HTS cables, transformers and fault current
limiters.
(a) HTS Transmission Cable: An HTS transmission cable can
carry three to five times more power than a conventional
copper cable system. This has potential advantages in
circumstances where new underground installation is too
expensive, the terrain too difficult or where overhead right
of way is not available, or is difficult to license. Given
their high current-carrying capacity and other attractive
characteristics, HTS cables may open up new alternatives in
network design. A superconducting cable would also eliminate
environmental concerns caused by leaks, fires or explosions
because it does not use oil like conventional cables. HTS
cables could be retrofitted into existing conventional cable
ducts allowing for the delivery of more power as well as
creating conduit space for telecommunications cable. HTS
cables could also ensure that service reliability will be
maintained as the demand for electricity grows and would
improve operating efficiency through lower line losses.
We participated in the first known practical
demonstration of an HTS cable in a project led by Southwire
Company. The 30m, 12.5kV, 1,250A HTS power cable was
commissioned in February 2000 and currently provides power to
three Southwire plants.
In fiscal year 2002, we announced that SuperPower
would develop and install a First Generation power cable in an
urban right-of-way in Albany, New York. In fiscal year 2003 we
announced that Sumitomo Electric Industries ("SEI") would be
our cable partner on the project. The New York State Energy
Research and Development Authority awarded SuperPower six
million dollars ($6,000,000) for this project in November
2001, and in July 2003 the US Department of Energy awarded
SuperPower nearly thirteen million dollars ($13,000,000) under
its Superconductivity Partnership Initiative ("SPI") program.
SuperPower and SEI have agreed to share equally any costs that
are not covered by third party funding ("Uncovered Cost").
While we initially targeted this as a three year effort, we
expanded the project to four years to include an additional
phase in which we will design, build and test a Second
Generation cable prototype. The first phase of the HTS cable
project is a total of 350m in length and will use First
Generation conductor. The second phase is expected to
substitute a 30m section of Second Generation cable for a
portion of the original First Generation cable. The Second
Generation conductor used in the cable will be manufactured by
SuperPower. On July 1, 2003, Superpower executed an agreement
with the BOC Group, Inc ("BOC"). BOC has agreed to provide the
cryogenic refrigeration system for the project without
participation in cost share or being otherwise reimbursed by
either SuperPower or SEI. This will constitute BOC's in-kind
contribution to the project and will consequently reduce
SuperPower's and SEI's Uncovered Cost by an equivalent amount.
The exact amount of BOC's contribution is proprietary and
confidential, but is expected to be of the same order of
magnitude as SuperPower's and SEI's net contribution. We
expect to complete the project in 2006.
(b) HTS Fault Current Limiter: In the electrical
transmission and distribution system, a short circuit (fault
condition) may result from events such as lightning striking a
power line, or downed trees or utility poles. Such events
create a surge of current through the electric power grid
system that can cause serious damage to grid equipment.
Circuit breakers are deployed within electric distribution and
transmission substations to protect equipment from damage.
However, due to continuing growth of power demands and
increased interconnections between power distribution
networks, transmission networks, and power generation sources,
fault current levels are increasing to levels that exceed the
original fault current interrupting capabilities of the
circuit breakers. Application of HTS fault current limiters
("FCL") would reduce the available fault current to a safer
level within the operating limit of existing circuit breakers,
without resorting to other expensive measures such as breaker
or transformer replacement, bus splitting or construction of
new substations.
Together with General Atomics, SuperPower
participated in the demonstration of a distribution level HTS
fault current limiter/controller in 1999. We believe that a
market for the HTS fault current limiting technologies exists
at higher voltage levels typical of transmission substations.
SuperPower has developed proprietary matrix fault current
limiter technology and has initiated a program to develop,
design, manufacture and demonstrate a 138kV HTS matrix fault
current limiter. In fiscal year 2003, we received a commitment
of $600,000 from the Electric Power Research Institute
("EPRI") for a fault current limiter project. In July 2003,
the US Department of Energy awarded SuperPower about six
million, one hundred thousand dollars ($6,100,000) under its
SPI program. We also reached agreement with Nexans, a global
leader in the cable industry and a leading producer of melt
cast materials, to participate in this project, and we are
seeking additional industry partners and government funding to
assist us in this effort.
(c) HTS Transformer: Conventional copper-wound, oil-filled
transformers are heavy, costly and of massive size relative to
output. They are also susceptible to fire and explosion and
can damage the environment should the oil leak. HTS technology
has the potential to enhance operating cost, performance and
flexibility while offering reductions in both size and weight.
Specifically, HTS transformers would eliminate the fire,
explosion and environmental hazard associated with
conventional oil-filled transformers, run indefinitely at
rated and above rated power without reduction of transformer
life, provide more power per unit volume in existing
substations, and increase operational electrical efficiency.
Initially, HTS will have to compete against conventional
copper-based transformer technology to gain acceptance and
market share.
Together with our partner Waukesha Electric Systems
(an operating unit of SPX Corporation), we successfully
developed and tested a 1 MVA HTS transformer prototype using
First Generation conductor. This project was completed in
1999. We currently are working with Waukesha to complete a
5/10 MVA HTS transformer prototype, also using First
Generation conductor. This prototype was assembled and began
factory acceptance testing during 2003. The testing is
expected to be completed by the Fall of 2003. Once energized,
the prototype is expected to remain at Waukesha for a
sufficient period to obtain important operating data and to
demonstrate reliability for utility application. There is no
guarantee that this will be successful. We believe that Second
Generation material will be required for commercial success of
HTS transformers. In the interim, until Second Generation
materials become commercially viable, further research and
development will be necessary to address high voltage
dielectric insulation requirements and the introduction of
load tap changing capability. While we have a Product
Development Agreement with Waukesha to commercialize HTS
transformers, there is no commitment by either party at this
point to continue the program beyond the current First
Generation prototype.
The company maintains a long-term perspective on the development of the
market for HTS technology and the described devices. The company plans to
continue to pace its rate of investment based on the progress of the requisite
technology and the perceived willingness of industry to adopt HTS devices. As a
result, any or all of the described devices and their product development
schedules will be examined on a regular basis and may be readjusted to later
dates or be cancelled altogether.
C. Marketing
The Company intends to reach the electric utility marketplace via
strategic relationships with existing suppliers of electric power equipment.
Under our cable project agreements with SEI and BOC, we have a first right to
supply Second Generation conductor for HTS cable systems in North America and we
have also agreed to explore other cable opportunities in North America.
Notwithstanding our strategic relationships with SEI, BOC, Nexans and Waukesha
Electric Systems, we believe it will be necessary to obtain additional strategic
partners covering material supply and device integration in order for us to
compete successfully. There can be no assurance that such strategic partners
will be found, or that such partners will be successful in bringing any of our
products to market.
D. Competition/Market
With respect to HTS-based products, we anticipate that we will
participate principally as a developer and manufacturer of materials and
components. These materials and components are necessary to enable HTS cable,
transformer and fault current limiting technologies, and associated cryogenic
refrigeration systems to succeed. We will also be a developer and supplier of
Second Generation HTS conductors (i.e., wires/tapes). We believe that we can
compete effectively by leveraging Intermagnetics' experience in superconducting
materials and cryogenic refrigeration systems, and its long track record of
world-class technical achievements and profitable commercialization of LTS
products.
We believe our most significant U.S.-based competitor for HTS Second
Generation conductor is American Superconductor Corporation, which has
established strategic development and/or marketing relationships with a number
of existing suppliers and users of electric power equipment. Internationally,
competitors include Ultera (NKT/Southwire joint venture), SEI, Nexans and
Furukawa for cables, and Siemens and ABB for transformers and FCL's. We also
compete with SEI and Fujikura on Second Generation conductor.
The underlying economics for HTS-based products appear to be
attractive. However, potential commercial end-users lack experience with such
products in field operations. This, along with the cost of currently existing
First Generation HTS materials, has tended to limit the adoption rate,
especially in the context of larger, more expensive applications such as those
for utility power plants and electric networks. Managers of electric utilities
focus on issues of long-term reliability, compatibility and maintenance, and
must make investments with a 40-year time horizon. For this reason, only the
most forward-looking utilities have begun to test prototype HTS systems.
HTS-based products ultimately will need to justify themselves in economic and
performance terms before widespread adoption can take place. Before HTS wire or
cables can replace conventional conductors available today, the
price/performance relationship of HTS must be demonstrated reliably. On the
basis of forecasted improved performance in Second Generation HTS conductor, we
expect to achieve HTS conductor selling prices that will stimulate broad,
commercial demand. However, there are many technical hurdles that must be
overcome before this goal can be attained and there are no assurances that a
market for these products will develop.
We do not believe Intermagnetics' current overall operations depend
upon successful market acceptance of HTS-based products or devices, nor are the
Company's continued operations dependent on our success in the HTS marketplace.
If HTS-based products or devices do become commercially viable, however, we
believe that, as a leader in superconductivity, we would benefit from
participating in that market. Accordingly, while representing a relatively
high-risk, long-term investment of our resources, we perceive HTS technology as
being of important strategic interest.
Because of the perceived commercial potential of HTS materials, HTS
research is a highly competitive field, and currently involves many commercial
and academic institutions around the world that may have more substantial
economic and human resources to devote to HTS research and development than the
Company. There can be no assurances that we will have sufficient resources to
bring HTS products to market or that emerging patents will not adversely impact
our competitiveness. In addition, there can be no assurance that we will achieve
a commercially significant position in this emerging marketplace.
E. Patents
We believe that our current patent landscape, together with our
expected ability to obtain licenses from other parties, will provide us with
sufficient access to relevant intellectual property to develop and sell HTS
wires and system components consistent with our business plan. However, the
patent landscape in HTS is unusually complex, and many participants are
continuously filing new patents aggressively. Since the discovery of high
temperature superconductors in 1986, rapid technical advances have resulted in
the filing of a large number of patent applications relating to
superconductivity worldwide. Many patents and patent applications overlap and
are contested. A protracted interference proceeding in the U.S. regarding the
fundamental Second Generation HTS composition Yttrium Barium Copper Oxygen
("YBCO") reached its conclusion in favor of Lucent Technologies Inc. However, a
considerable number of intellectual property ownership issues with respect to
HTS materials and processes remain contested. A number of patents and patent
applications of third parties relate to our current and future products. We may
need to acquire licenses for those patents, successfully contest the scope or
validity of those patents, or design around patented processes or applications.
We have obtained a non-exclusive license to Lucent Technology's HTS
patent portfolio, including a license to the patent application covering YBCO.
The United States Patent and Trademark Office ("USPTO") has been rendered a
Notice of Allowance to Lucent's YBCO patent application and as such, it is
expected to issue as a U.S. patent. We believe that the Lucent patent portfolio
has been, or will be, licensed broadly on a non-exclusive basis to other HTS
technology participants, including several of our competitors.
We are developing a manufacturing process for Second Generation HTS
conductor using the combination of Buffer Layer Deposition and Superconductor
Deposition coating processes developed by LANL. We have obtained exclusive
licenses to LANL's relevant patents and patent applications in this area and we
have the right to obtain a license to technology developed by LANL under our
existing CRADA. We believe that we will be able to obtain such licenses on
commercially reasonable terms, but there can be no assurance that this will be
the case. We have also applied for patents in related process and equipment
technology invented by SuperPower employees. Other companies that compete with
us are also developing Second Generation HTS using competing processes. There is
no guarantee that the process we are developing will be the most commercially
viable one.
A number of other companies (including HTS competitors) have filed
patent applications, and in some instances have been issued patents, on various
aspects of HTS composition of matter, HTS wire processing, HTS wire
architecture, and HTS component and subsystem design and fabrication. We would
be required to obtain licenses under any patents issued or pending patents that
might cover the materials, processes, architectures, components or devices that
we wish to use, develop or sell.
F. Raw Materials and Inventory
First Generation conductors currently require relatively high
proportions of silver in the manufacturing process. This adds significant
expense to the cost of the conductor and is one of the reasons we believe First
Generation conductors will not achieve widespread commercial success. We expect
to order parts and components for demonstration devices based on needs,
utilizing multiple sources. For early demonstration prototypes, and prior to the
availability of Second Generation material, we expect that First Generation HTS
conductor will be available from multiple sources. However, the manufacturing of
even First Generation material is not yet an established business for the
current suppliers, and our ability to procure such materials in adequate
quantities and with acceptable prices cannot be assured. We anticipate
purchasing raw materials that include precursors and nickel alloy tape for
scaling up the manufacture of Second Generation conductor. These materials are
available from multiple sources. We currently do not maintain significant
quantities of inventory of any of the supplies used in Second Generation
conductor or for our device development needs.
G. Warranty
The Energy Technology Segment has not experienced any warranty
obligations to date.
RESEARCH AND DEVELOPMENT
------------------------
Our research and development activities are important to our continued
success in new and existing markets. Externally funded development programs have
directly increased sales of design services and products and, at the same time,
assisted in expanding our technical capabilities without burdening operating
expenses. While many of our government contracts require that we share any new
technology resulting from the government funded project, which includes the
right to transfer such technology to other government contractors, we currently
do not expect such rights to have a material adverse impact on our future
operations.
External funding covers a substantial portion of our research and
development expenditures, principally from the U.S. government. In fiscal 2003,
approximately 22% of total research and development activities were paid by such
external programs, compared to approximately 34% in fiscal 2002 and 43% in
fiscal 2001. During fiscal years 2003, 2002 and 2001, product research and
development expenses in all segments, including externally funded amounts, were
$16,023,000, $22,482,000 and $16,591,000, respectively. This decline in fiscal
2003 is the result of less government awards available for funding projects,
primarily in the Energy Technology segment. Although it is nearly impossible to
predict, the Company does not expect this trend to continue. If the trend does
continue the Company will need to find alternate methods of funding, fund
appropriate projects internally or revise the development schedule accordingly.
Additionally, fiscal 2002 contained funding from a customer for product
development that was completed early in fiscal 2003.
In any given year, we can experience significant increases or decreases
in external funding depending on our success in obtaining funded contracts.
INVESTMENTS
-----------
See Note D of the Notes to Consolidated Financial Statements included
in response to Item 8 for a description of our investments.
PERSONNEL
---------
On May 25, 2003, we employed 521 people.
There is great demand for trained scientific and technical personnel as
well as for key management personnel, and our growth and success will require us
to attract and retain such personnel. Many of the prospective employers of such
personnel are larger and have greater financial resources than the Company and
may be in a better position to compete for prospective employees.
EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------
At the end of fiscal 2003, the executive officers of the Company were:
Name Position Age
- ---- -------- ---
Glenn H. Epstein Chairman and Chief Executive Officer 45
Michael K. Burke Executive Vice President and 45
Chief Financial Officer
Leo Blecher Sector President - MRI 57
Philip J. Pellegrino Sector President - Energy Technology 54
David E. Thielman Vice President and General Manager - 47
IGC-Polycold Systems Inc.
Glenn H. Epstein was elected Chairman of the Board effective May 26,
2002. He became the Company's Chief Executive Officer on June 1, 1999. Mr.
Epstein joined the Company on May 5, 1997 as its President and Chief Operating
Officer. Prior to joining the Company, Mr. Epstein worked for Oxford Instruments
Group, plc in various capacities between 1986 and April 1997, including the
position of President of Nuclear Measurements Group, Inc., a wholly-owned
subsidiary of Oxford. Mr. Epstein also worked for the General Electric Company
between 1981 and 1985.
Michael K. Burke was appointed Executive Vice President and Chief
Financial Officer on December 17, 2001. He is also the Company's Treasurer. In
May 2000, Mr. Burke became the chief financial officer at Hydrogen Burner
Technology, Inc., a manufacturer of onsite hydrogen generators and integrated
fuel processors for fuel-cell applications. Prior to that, he was a managing
director in the U.S. investment banking department of CIBC Oppenheimer Corp.
(now CIBC World Markets) having joined the firm in 1995. Prior to joining CIBC
Oppenheimer he was a director within the global investment banking division of
Barclays Bank Group and was team leader of its New York-based infrastructure
finance unit.
Leo Blecher was appointed Sector President - MRI on October 16, 2001.
He previously held the title of Vice President and General Manager of IGC-MBG.
He originally joined the Company in 1988 as Manager of Technology Projects.
Prior to joining the Company, Mr. Blecher held various positions of
responsibility with Israel Aircraft Industry, holding the title of Manager -
Engineering and Project Manager, for the Space Technology Division.
Philip J. Pellegrino joined the Company as Sector President - Energy
Technology on October 19, 2001. He is also the President of SuperPower, Inc. Mr.
Pellegrino was president, chief executive officer and a director of the
Independent System Operator in New England, which administers the region's
wholesale electricity markets, centrally dispatches power generation and
exercises operational control over the bulk transmission system. Prior to
joining ISO New England, Mr. Pellegrino worked for more than 21 years at the New
York Power Authority (NYPA) in increasingly responsible positions, including his
final position as Senior Vice President, Transmission Business Unit, and for 6
years at the American Electric Power Service Corporation, where he began his
career.
David E. Thielman was appointed Vice President and General Manager of
IGC-Polycold Systems Inc. on January 8, 2002. Mr. Thielman previously served in
progressively responsible engineering and senior management positions in his 13
year career with Milwaukee-based APW Corporation. At APW, he was appointed
general manager of the company's Dallas and Austin, Texas, facilities. Prior to
APW, he worked for 10 years at The Trane Company in LaCrosse, Wisconsin, where
he began his career.
ITEM 2. PROPERTIES
Our corporate headquarters and IGC-MBG are located in approximately
146,000 square feet of space located in Latham, New York (the "Latham
Facility"). We own the Latham Facility, which is subject to a mortgage. (See
Note E of the Notes to Consolidated Financial Statements included in response to
Item 8 hereto.)
We lease approximately 65,000 square feet of office and manufacturing
space in nearby Schenectady, New York, which SuperPower currently occupies. The
lease has a 20 year term ending in October 2019.
IGC-MAI leases approximately 24,000 square feet in a multi-tenant
building located in the Milwaukee County Research Park's Technology Innovation
Center (the "Research Park"). Approximately 9,000 square feet are used for
office space with the remaining space dedicated to lab, assembly, shipping and
material storage. The lease expires in August 2004.
IGC-Polycold Systems Inc. leases approximately 70,000 square feet of
manufacturing and office space in Petaluma, California. The lease expires in
October of 2011.
We believe our current facilities are adequate and suitable for our
current and near-term needs.
ITEM 3. LEGAL PROCEEDINGS
Neither the Company nor any of its subsidiaries is a party to any
material legal proceeding. The Company is, from time to time, a party to
litigation arising in the normal course of its business.
To our knowledge, no director, officer, affiliate of the Company,
holder of 5% or more of the Company's Common Stock, or associate of any of the
foregoing, is a party adverse to, or has a material interest adverse to, the
Company or any of its subsidiaries in any proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
At the beginning of fiscal year 2002, our Common Stock was traded on
the American Stock Exchange under the symbol IMG. On July 11, 2001, the
Company's stock began trading on the Nasdaq National Market under the ticker
symbol IMGC. The high and low sales prices of the Common Stock for each
quarterly period for the last two fiscal years, based on quoted market prices,
are shown below.
Closing Prices
--------------
- ------------------------------------------------------- -------------------------- --------------------------
Fiscal Year 2003 High Low
- ---------------- ---- ---
- ------------------------------------------------------- -------------------------- --------------------------
Quarter Ended August 25, 2002 24.9400 11.5700
- ------------------------------------------------------- -------------------------- --------------------------
Quarter Ended November 24, 2002 20.2300 13.8300
- ------------------------------------------------------- -------------------------- --------------------------
Quarter Ended February 23, 2003 21.9600 15.8400
- ------------------------------------------------------- -------------------------- --------------------------
Quarter Ended May 25, 2003 19.9700 15.1000
- ------------------------------------------------------- -------------------------- --------------------------
- ------------------------------------------------------- -------------------------- --------------------------
Fiscal Year 2002
- ------------------------------------------------------- -------------------------- --------------------------
Quarter Ended August 26, 2001 (1) 36.6000 25.4900
- ------------------------------------------------------- -------------------------- --------------------------
Quarter Ended November 25, 2001 32.7500 18.2600
- ------------------------------------------------------- -------------------------- --------------------------
Quarter Ended February 25, 2002 28.4200 21.9600
- ------------------------------------------------------- -------------------------- --------------------------
Quarter Ended May 26, 2002 27.2500 22.1000
- ------------------------------------------------------- -------------------------- --------------------------
_______________________
(1) The closing prices have been adjusted to reflect a two percent stock
dividend distributed on August 31, 2001 to shareholders of record on August 14,
2001.
There were approximately 1,286 holders of record of Common Stock as of August
15, 2003. The Company has not paid cash dividends in the past ten years, and it
does not anticipate that it will pay cash dividends or adopt a cash dividend
policy in the near future. On July 26, 2001, the Company announced that after
August 2001, it was discontinuing its policy of granting annual stock dividends.
Under the Company's bank agreements, prior bank approval is required for cash
dividends in excess of the Company's net income for the year to which the
dividend pertains.
The remaining information called for by this item relating to "Securities
authorized for issuance under equity compensation plans" is reported in Note N
of the Notes to Consolidated Financial Statements included in response to Item
8.
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial information has been taken from the
consolidated financial statements of the Company. The selected statement of
operations data and the selected balance sheet data set forth below should be
read in conjunction with, and is qualified in its entirety by, Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
Consolidated Financial Statements and related Notes included in response to
Items 7 and 8.
(Dollars in Thousands Except Per Share Amounts)
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
For the Fiscal Year Ended May 25, 2003 May 26, 2002 May 27, 2001 May 28, 2000 May 30, 1999
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Net Sales $147,405 $153,294 $138,157 $112,772 $102,871
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Gross Margin 57,387 61,901 58,528 40,766 32,739
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Income (loss) before 22,844 30,275 18,026 10,506 (8,241)
Income taxes
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Net income (loss) 14,917 20,589 11,067 6,452 (7,029)
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Per common share:
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Basic 0.90 1.26 (c) 0.72 (c) 0.48 (c) (0.54)
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Diluted 0.88 1.19 (c) 0.67 (c) 0.45 (0.54)
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
At End of Fiscal Year 2003 2002 2001 2000 1999
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Working Capital $108,285 $93,113 $60,370 $44,816 $34,389
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Total Assets 185,313 177,225 152,158 127,977 125,458
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Long-Term debt
(net of current maturities) 4,384 4,668 6,185 26,524 26,631
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Retained Earnings / (accumulated
deficit) 30,916 15,999 (4,590) (6,159) (8,061)
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Shareholders' Equity 154,378 147,394 115,015 78,463 72,173
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- ----------------
_____________________
(a) Income (loss) per common share has been computed during each period based
on the weighted average number of shares of Common Stock outstanding plus
dilutive potential common shares (where applicable).
(b) The Company did not pay a cash dividend on its Common Stock during any of
the periods indicated.
(c) Net income (loss) per common share has been restated to give effect to the
2% stock dividend distributed in August 2001, 3% stock dividend distributed in
August 2000, and 2% stock dividend distributed in September 1998.
ITEM 7. 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 2004 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 our Annual
Report on Form 10-K.
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.
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 actual costs incurred plus earned profit when these costs
are less than the milestone value and the milestone has been achieved, or
milestone value when the actual costs exceed the milestone value. These
contracts typically 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 the estimated additional expense before it is incurred.
In certain instances, 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, there is a fixed
delivery date, title and risk of loss has 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. As of May 25, 2003,
May 26, 2002 and May 28, 2001 these systems comprised approximately 2.7%, 1.1%
and 0.4% of consolidated annual revenue respectively. The increase in this
percentage is reflective of increased sales destined for the North America or
Asia. We expect this trend to increase slightly or begin to level off over the
next few fiscal years.
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.
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
fiscal year 2003 the Company sold all remaining shares of Ultralife Batteries
Inc. Therefore, as of May 25, 2003 the Company had no remaining
available-for-sale securities.
COMPANY OVERVIEW
- ----------------
We operate 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.
We completed two major divestitures in fiscal year 2002. On October 24,
2001, we sold the assets and business of IGC-AS to Outokumpu Copper Products Oy.
On February 5, 2002, we sold all of the outstanding shares of IGC-APD to
Sumitomo Heavy Industries, Ltd. These transactions are discussed in more detail
below.
Through February 25, 2001, the Company reported its operations in four
segments: Electromagnetics, Low-Temperature Superconductors, Refrigeration, and
Energy Technology. The change to these segments reflects our continued focus on
commercial market applications of core technology. The resulting reporting
segments are intended to relate to the primary markets which each serve. Prior
year segment data has been reclassified to conform to current year presentation.
Through October 2000, the Refrigeration Segment included a refrigerant business
that we exited for strategic reasons.
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.
We also have a foreign sales corporation located in Barbados, which
remains active until legislation is finalized as a result of the
Extraterritorial Income Exclusion Act of 2000. The Act provides for an exclusion
from gross income of a percentage of income attributable to certain activities
performed outside the United States. This exclusion is designed to parallel the
treatment of foreign-sourced income by other countries and contains no
requirement for a separate foreign entity to obtain the benefit.
RESULTS OF OPERATIONS
- ---------------------
During the year ended May 25, 2003 sales decreased 3.8% or $5.9
million, to $147.4 million. Divested businesses represent $10.8 million of the
sales decline. For the year ended May 26, 2002, sales increased by 11.0% or
$15.1 million, to $153.3 million, compared with an increase of 22.5% for the
preceding year.
During the year ended May 25, 2003 sales of the MRI segment increased
$2.3 million or 1.8% to $125.1 million. Offsetting this increase is a decrease
of $2.1 million related to the disposed wire business in the prior year. The
increase in the current year is primarily related to increased demand, by
Philips Medical Systems (PMS), and other customers for higher field strength
magnets ($6.5 million), partially offset by a reduced demand for RF coils as a
result of industry consolidation ($2.2 million). During the prior year, sales of
the MRI segment increased by $28.9 million, or 30.7%, primarily a result of
increased product demand, by PMS as well as other customers ($34.2 million).
This increase more than offset a decline of $5.5 million in sales of
low-temperature superconducting wire resulting from the sale of essentially all
of the assets of IGC-AS. During the year ended May 27, 2001, MRI segment sales
increased by $16.4 million, or 21.2%, most of which was a result of strong
demand by PMS and the transfer of magnet production from our former French joint
venture (AISA) for the entire year, versus only a partial year in fiscal 2000.
These increases more than offset a decline in sales of low- temperature
superconducting wire to external customers, as more of the total wire production
was devoted to internal needs.
During the fiscal year ended May 25, 2003, sales of the Instrumentation
segment declined $6.3 million, or 23.4%, to $20.6 million. A decline in sales of
$8.7 million related to the divesture of IGC-APD was partially offset by an
increase in sales of $2.4 million, related to increased customer demand for
vacuum and imaging products from the Pacific Rim. The economic slowdown
continues to curtail demand from most other parts of the world. During the prior
year, sales of the Instrumentation segment decreased by $15.7 million, or 36.8%,
to $26.9 million from $42.6 million. Approximately $8.0 million of the total
decline from fiscal 2001, resulted from a decrease in product demand for
refrigeration equipment caused, in part, by a slow down in the economy. In
addition, we experienced unusually high sales in this segment in the prior
fiscal year. Another $6.4 million of the decline was related to the divestiture
of IGC-APD and the relocation of our San Rafael, California plant to a new
modern facility in Petaluma, California. During the period ended May 27, 2001,
sales of Instrumentation products increased by $9.0 million, or 26.9%, resulting
from a large increase in demand for the Company's refrigeration equipment in
areas such as optical filters used to increase capacity of the data transmitted
on fiber optic cable networks. This increase was partially offset by a $3.8
million, or 75.1 % decline in the sale of refrigerants resulting from our
decision to exit the refrigerant business.
During the fiscal year ended May 25, 2003, sales in the Energy
Technology segment declined $1.8 million, or 50.7% to $1.8 million. This decline
is primarily related to reduced third party funding for superconducting projects
primarily related to HTS devices. In the prior year, sales in the Energy
Technology segment increased by $2.0 million, or 121.4%, to $3.6 million
primarily from increased outside funding for superconducting devices. The
Company continues to focus its efforts on successfully manufacturing
second-generation superconductor and first generation devices. During the year
ended May 27, 2001 sales in the Energy Technology segment were essentially
unchanged at $1.6 million. The Company believes, in general, that first
generation conductors (consisting of ceramic compounds in a silver matrix) will
be unable to achieve cost and performance targets necessary to make devices
produced with this material economically feasible. Accordingly, we are
developing conductors in which the superconducting compounds are deposited on a
lower-cost substrate. While they have not yet resulted in increased sales, we
have developed important relationships and cooperative agreements for the
pursuit of this approach, and we continue to seek additional partners to assist
in the development and marketing of these products.
During the year ended May 25, 2003 gross profit decreased $4.5 million
or 7.3% to $57.4 million. Included in this decline is $6.1 million related to
businesses which were divested in the prior year. Approximately $2.9 million of
the increase is related to improved magnet mix and nearly $400,000 is related to
increased customer demand for vacuum products partially offset by decreased
sales, and related gross profit of RF coils ($1.2 million) and customer funding
of research and development projects ($470,000). Additionally, active cost
reduction programs contributed favorably to the gross profit during the fiscal
year. Gross profit in fiscal 2002 increased $3.4 million to $61.9 million. About
$14.4 million is related to increased customer demand, active cost reduction
programs and improved product mix from magnet systems and additional customer
funding for research and development. These increases were offset by a reduction
of $4.6 million resulting from disposed businesses mentioned previously as well
as a decrease of about $5.9 million relating to reduced demand for
instrumentation products. Additionally, prior year margin had the benefit of
$1.4 million of inventory recovered from the related restructuring recorded in
fiscal 2000. As a percent of sales, margins decreased to 40% from 42%. During
fiscal 2001 gross profit increased $17.8 million to $58.5 million. This increase
included $1.4 million benefit from the recovery of inventory written off in
restructuring. The remaining increase was due principally to the significant
increase in sales, coupled with an improved mix of sales in both RF coils and
instrumentation. In addition, the substantial reduction in refrigerant sales
resulting from the previously described decision to exit that business helped
improve gross margins, as these were low-margin sales.
During fiscal 2003 research and development decreased $2.4 million or
16.1% to $12.5 million. Included in this decline is $1.8 million of research and
development related to divested businesses incurred in the prior year. The
remaining decline of $600,000 is related primarily to decreased spending, as
development programs begin the transition into manufacturing mostly in the MRI
segment. Most other segments were flat compared to last year. During fiscal 2002
product research and development increased $5.3 million or 55.7% to $14.9
million. Approximately $2.4 million of this increase was a result of increased
efforts of the MRI segment relating to new magnet and RF coil designs. Another
$2.6 million is related to our efforts to develop second-generation
superconductor and first-generation devices for the Energy Technology market. We
view this as a longer-term investment that is not expected to generate near-term
sales. Finally, in fiscal 2002 the Company increased research and development in
the Instrumentation segment by about $300,000. This effort is dedicated to
understanding our customer's needs and creating products to satisfy those needs.
During fiscal 2001 product research and development increased by 52.1 % to $9.5
million, from $6.3 million in fiscal 2000. Substantially all of the increase was
due to programs to develop new magnet systems, new refrigeration applications to
broaden the Instrumentation product line and a substantial increase in our High
Temperature Superconductors (HTS) activities in the Energy Technology segment.
Marketing, general and administrative expense declined $5.8 million or
nearly 22.8% to $19.6 million. Included in this decline is $2.6 million related
to divested businesses. The most significant decline came from the MRI segment
($1.8 million) related to reduced spending for salaries and benefits, consulting
and employment related expenses. Instrumentation segment spending declined about
$900,000 related to costs included in the prior year for relocating to Petaluma,
California. Finally, the Energy Technology segment declined about $425,000 due
to lower market research and business development costs in fiscal 2003. During
fiscal 2002 marketing, general and administrative expenses decreased by about
$1.8 million, or 6.7%. The majority of this decrease is related to the
divestitures of IGC-AS ($490,000) and IGC-APD ($1.5 million). Spending in the
MRI segment declined $240,000 from prior year as a result of reduced selling
expenses and legal fees related to patent defense. These reductions were
partially offset by increased spending for information technology, primarily
related to increased staffing. Instrumentation spending increased $450,000 as a
result of re-organizing and rebuilding the sales and marketing departments of
this segment. Additionally, fiscal 2002 did not include spending of about
$220,000 related to the refrigerant business that was exited in fiscal 2001.
Finally, there was modest increase of about $110,000 spending from the Energy
Technology segment in fiscal 2002 related to increased staffing. In fiscal 2001
expenses increased by about $4.2 million or 18.0%. In addition to a substantial
increase in the level of expenditures devoted to the Energy Technology segment,
we also had higher costs resulting from increased staff levels and other
associated expenses. In addition, we had higher consulting and stock-based
compensation costs and certain expenditures associated with a termination of the
company's traditional defined benefit pension plan and subsequent transition to
a fixed, defined contribution plan.
During fiscal 2003 amortization of intangible assets declined $138,000
primarily due to certain intangibles becoming fully amortized. During fiscal
2002 amortization of intangible assets decreased $ 1.1 million as a result of
the adoption of Statement of Accounting Standard No. 142, "Goodwill and Other
Intangible Assets." During fiscal 2001 amortization of intangible assets
increased by about $ 1.1 million resulting from a full year of amortization of
the intangible assets acquired in connection with the acquisition of production
rights our AISA joint venture.
During fiscal 2003, despite reduced sales, operating income improved to
$23.4 million or 19.4% from $19.6 million in fiscal 2002. Essentially this was
achieved by controlling non-essential costs and aggressive implementation of
product cost reduction strategies. Divested businesses had little effect on
operating income between years. During fiscal 2002, operating income increased
about $1.0 million or 5.4% to $19.6 million. This increase includes the effect
of the divestiture of certain businesses, expenses related to the transfer of
mixed gas and the move of our San Rafael California plant to Petaluma
California. During fiscal 2001, operating income more than doubled to $18.6
million due primarily to the much higher level of sales and gross margins.
During fiscal 2003 interest and other income decreased nearly $500,000
or 23.8% to $1.5 million from nearly $2.0 million in the previous year. This
decrease is primarily related to the prior year containing $540,000 of income
from the sale of a product line. Interest income remained relatively consistent
with fiscal 2002. During fiscal 2002, interest and other income increased about
$600,000 or 42.4% to nearly $2.0 million. This increase is due primarily to the
sale of a product line as well as increased cash. During fiscal 2001 interest
and other income increased nearly $200,000 or 17.0% related to increased cash.
Interest expense during fiscal 2003 decreased $159,000 or 24.3% to nearly
$500,000. This decrease is related to the divesture of IGC-APD and its
associated mortgage. During fiscal 2002 interest expense decreased $1.3 million
or 67.2% to $650,000 as a result of the conversion of our subordinated
debentures in fiscal 2001. During fiscal 2001 interest expense was essentially
the same as the prior year.
On October 24, 2001, we divested our low-temperature superconducting
(LTS) materials business, IGC-Advanced Superconductors of Waterbury,
Connecticut, for more than $33.5 million. The purchase price consisted of a $4
million note, payable in October 2003, and the balance in cash. The agreement
between Intermagnetics and Outokumpu Copper Products Oy, a subsidiary of the
Outokumpu Group of Finland, also included a six-year strategic supply
arrangement that expanded Outokumpu's existing superconducting materials
business. Intermagnetics will purchase from Outokumpu a substantial portion of
its internal LTS wire requirements, primarily for manufacturing superconducting
magnet systems for magnetic resonance imaging systems. Intermagnetics will
receive up to an additional $4 million if it attains specified levels of LTS
wire purchases over the first two years of the agreement. During the first year
of the agreement, we did not attain wire procurement levels sufficient to earn
the extra payment. Excluding that payment, the sale resulted in a one-time
pre-tax gain of approximately $15.4 million in fiscal 2002. Additionally, the
Company recorded stock based compensation expense of $795,000 related to the
sale.
On February 5, 2002, the Company sold the stock of its subsidiaries
IGC-APD Cryogenics, Inc. and IG-Europe, Ltd. The sale was subject to a stock
purchase agreement between the Company and Sumitomo Heavy Industries (SHI) of
Japan dated January 7, 2002. The sale to SHI included only the helium related
assets of these subsidiaries and the assumption of related liabilities. The
purchase consideration was arrived at by arms length negotiation and consisted
of $9.5 million in cash paid on February 5, 2002. The Company was also able to
withdraw an additional $1.2 million in cash prior to closing. The net pretax
gain from the sale was $10,000. The agreement included a six-year strategic
supply agreement under which the Company will purchase from SHI shield coolers
it requires internally, primarily for manufacturing superconducting magnet
systems. The mixed-gas portion of the refrigeration systems business, previously
conducted at IGC-APD, was transferred and integrated into IGC-Polycold, Inc.
Additionally, the Company recorded stock based compensation expense of $528,000
related to the sale.
In connection with these divestitures the Company has established a
liability for environmental remediation and penalties of approximately $2.0
million. At May 25, 2003 approximately $1.9 million remains on the Company's
balance sheet.
In October 2002, (fiscal 2003) the Company sold its remaining 827,153
shares of Ultralife Batteries, Inc. for total proceeds of approximately $1.3
million with a gross realized loss of approximately $2.1 million. In connection
with the sale, net unrealized holding loss of $628,000 has been reclassified
from accumulated other comprehensive income.
During fiscal 2002 the Company evaluated the probability of realizing
the value of our investments in Ultralife Batteries Inc. and Kryotech. As a
result, the Company determined these investments were impaired and accordingly
wrote down Ultralife Batteries Inc. to its then current market value as of
November 23, 2001 and Kryotech to zero, its then estimated value. The write down
amounted to $6.3 million and was due to a decline in fair market value of these
investments, which, in the opinion of management, was other than temporary.
Additionally, during fiscal 2003 the Company received $537,000 as a
result of a favorable settlement of trade litigation.
During fiscal 2003 the company had an effective income tax rate of
34.7% compared to a 32.0% rate in fiscal 2002. The increase in rate is primarily
related to the ability to use certain capital losses to partially offset capital
gains associated with the sale of IGC-AS in fiscal 2002. The Company expects to
maintain the 34.7% rate during fiscal 2004. During fiscal 2002 the effective
income tax rate was 32.0% compared to a 38.6% income tax rate in fiscal 2001.
This decrease in the effective income tax rate is related to the ability of the
company to use certain capital losses to partially offset capital gains
associated with the sale of IGC-AS in fiscal 2002 as well as more effective use
of the Extraterritorial Income Regime. The effective income tax rate during
fiscal 2001 was 38.6% essentially the same as fiscal 2000.
In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all of our
deferred tax assets will not be realized. The ultimate realization of deferred
tax assets is dependent upon the generation of future taxable income and capital
gains during the periods in which those temporary differences become deductible.
Management considers projected future taxable income, the character of such
income and tax planning strategies in making this assessment. The Company had
Federal taxable income of approximately $24,100,000 in fiscal 2003, $28,800,000
in fiscal 2002 and $14,200,000 in fiscal 2001. Based upon the level of
historical taxable income and projections for future taxable income over the
periods in which the deferred tax assets are deductible, management believes it
is more likely than not that the Company will realize the benefits of the
remaining deductible differences. The amount of the deferred tax assets
considered realizable, however, could be reduced in the near term if estimates
of future taxable income are reduced.
Looking forward, during fiscal 2004, we expect to reduce our
investment, while significantly advancing the research in Energy Technology,
primarily through additional funding, as we develop products for external market
commercialization, which we believe will be about the middle of the decade. This
increase is primarily related to our ability to secure additional funding from
outside sources, primarily the United States government. Additionally, the
Company is seeking partners with enhancing technology to participate in our
projects in order to share both costs and technology, as demonstrated in the
Cable Project. We expect sales to increase slightly, primarily from Energy
Technology and Instrumentation segments. Sales from the MRI segment are expected
to temporarily decline and inventories to slightly increase as a result of
changing supply-chain management logistics at PMS. Additionally, we expect the
anticipated abnormally low first quarter will result in the upcoming 2004 fiscal
year being below our stated long-term performance targets, but we anticipate
this correction will position the company for above average growth rates in
subsequent years. A portion of this growth is expected to come from sales
related to high field (3.0T) and open magnet systems as well as new products
being developed at IGC-Medical Advances and IGC- Polycold. These products are
continuously being developed. 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 Third party funding is available for Energy Technology to
continue its research;
o Partners are available to help offset some of the unfunded costs
related to this research;
o The market for MRI systems continues to grow;
o Customer acceptance of the new products being developed
throughout the Company;
o Order trends for MRI magnets improve towards the second half of
the year;
o New products achieve the level of growth and market acceptance
expected;
o The economy doesn't cause any pullback in Instrumentation orders;
o Low cost competitors of our products are unable to gain a
substantial share of the market;
o The Company is able to locate and retain qualified people for
various positions;
o A continuation of the increased demand from the Pacific Rim for
products of the Instrumentation segment; and
o We are able to maintain gross margins through continued
production cost reductions and manufacturing efficiencies.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
For the fiscal year ended May 25, 2003 the Company generated $26.6
million in cash from operations compared to $14.7 million in the previous year.
This cash was primarily generated from improved operating activities. The most
significant contribution came from the net reduction in inventory, pre-paid
expenses and other assets of $5.2 million. Almost all sectors are reporting
lower inventory but the largest contributor is the MRI sector. This reduction is
the result of an expected slow down in the first quarter of fiscal 2004
associated with the supply-chain management logistics with PMS. Investing
activities required $2.9 million in the current year and generated $28.7 million
in the prior year. Purchases of property, plant and equipment declined about
$7.3 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 new
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 $8.7 million for financing activities compared to cash provided of
$2.6 million in the prior year. Proceeds from the sale of common stock and the
exercise of stock options were below last year's $4.3 million by about $3.3
million. This decline is a result of a general downturn in the stock market
which negatively affected the company's share price. In July 2002, approximately
$2.9 million was provided to employees in the form of a loan for the purchase of
Company stock through the Executive Stock Purchase program. Approximately $6.5
million was used for the purchase of Treasury shares. Principal payments on
notes payable declined about $2.2 million in the current year to $267,000, due
to the divestiture of IGC-APD and its associated mortgage during fiscal year
2002. For the twelve months ended May 25, 2003 the Company had a cash balance of
$88.5 million, an increase of about $15.0 million from the same period last
year.
See the consolidated statement of cash flows, located elsewhere in this
report, for further details on sources and uses of cash.
Our capital and resource commitments at August 11, 2003 consisted of
capital equipment commitments of $4,104,000.
We have a $50 million unsecured line of credit with three banks.
Borrowings under the line bear interest at the London Interbank Offered Rate
(LIBOR) or prime plus an applicable margin at our option. The credit line
expires in October 2004. There are currently no borrowings under the credit
line.
We believe we have adequate resources to meet our needs for the
short-term from our existing cash balances, our expected cash generation in
fiscal 2004, and our line of credit. Longer-term, with substantial increases in
sales volume and/or unusually large research and development or capital
expenditure requirements to pursue new opportunities in the Energy Technology
segment, or to meet business development opportunities related to acquisitions
requiring expansion financing 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 of securities. 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 7A. QUANTITATIVE AND QUALITATIVE DISCUSSIONS 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 the
London Interbank Offered Rate or prime, whichever is most favorable. (See Note E
of the Notes to Consolidated Financial Statements included in response to Item 8
for more details regarding these instruments.) 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.
Additionally, the Company makes certain estimates about inventory value,
collectability of accounts receivable, warranty expense and market acceptance of
new product under development. We use factors such as probability of use,
ability of a customer to pay, historical experience of product repair and
customer need and or acceptance of new products in making the associated
estimates. These estimates are believed to be reasonable and based on
information available at the time the estimate is made.
The Company does not believe that its exposure to commodity and foreign
exchange risks are material. We limit our exposure to these risks by
denominating contracts, such as our contract with PMS, in U.S. dollars.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Attached hereto and filed as part of this report are the consolidated
financial statements and supplementary data listed in the list of Financial
Statements and Schedules included in response to Item 14 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information concerning directors called for by Item 10 of Form 10-K
will be set forth under the heading "Election of Directors" in the Company's
definitive proxy statement relating to the 2003 Annual Meeting of Shareholders
(the "Proxy Statement"), and is hereby incorporated herein by reference.
The information concerning executive officers called for by Item 10 of
Form 10-K is set forth in "Item 1. Business" of this annual report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information with respect to compensation of certain executive
officers and all executive officers of the Company as a group to be contained
under the headings "Executive Compensation" and "Certain Transactions" in the
Proxy Statement is hereby incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information with respect to ownership of the Company's Common Stock
by management and by certain other beneficial owners to be contained under the
heading "Security Ownership of Certain Beneficial Owners and Management" in the
Proxy Statement is hereby incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information with respect to certain relationships and related
transactions to be contained under the heading "Certain Transactions" in the
Proxy Statement is hereby incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
(a) FINANCIAL STATEMENTS, SCHEDULE AND EXHIBITS
Attached hereto and filed as part of this report are the financial statements,
schedule and the exhibits listed below.
1. Financial Statements
--------------------
Report of Independent Accountants
Consolidated Balance Sheets as of May 25, 2003 and May 26, 2002
Consolidated Income Statements for fiscal years ended May 25, 2003, May
26, 2002 and May 27, 2001
Consolidated Statements of Changes in Shareholders' Equity and
Comprehensive Income (Loss) for fiscal years ended May 25, 2003, May
26, 2002 and May 27, 2001
Consolidated Statements of Cash Flows for the fiscal years ended May
25, 2003, May 26, 2002 and May 27, 2001
Notes to Consolidated Financial Statements
2. Financial Statement Schedule
----------------------------
II Valuation and Qualifying Accounts
All other schedules are not required or are inapplicable and,
therefore, have been omitted.
3. Exhibits
--------
Articles of Incorporation and By-laws
3.1 Restated Certificate of Incorporation (1) (Exhibit 3)
3.2 By-laws, as amended (2) (Exhibit 3.1)
Instruments defining the rights of security holders, including indentures
4.1 Form of Common Stock certificate (8) (Exhibit 4.1)
4.2 Loan and Agency Agreement among Intermagnetics General
Corporation, IGC-APD Cryogenics Inc., IGC-Polycold
Systems, Inc., IGC-Superpower, LLC, Medical Advances,
Inc. and First Union National Bank and the other banks
party hereto with First Union National Bank, as agent and
JP Morgan Chase Bank, as successor to the Chase Manhattan
Bank, as syndication agent and Keybank National
Association, as documentation agent dated September 19,
2001 (8) (Exhibit 4.2)
Material Contracts
+ 10.1 Employment Agreement dated July 23, 2002 between
Intermagnetics General Corporation and Glenn H. Epstein
(8) (Exhibit 10.1)
+ 10.2 Employment Agreement dated October 19, 2001 between
Intermagnetics General Corporation and Philip J.
Pellegrino (8) (Exhibit 10.2)
10.3 Purchase Agreement dated October 4, 2001 between
Intermagnetics General Corporation as Seller and
Outokumpu Copper Products Oy and Outokumpu Advanced
Superconductors Inc. as Buyer (3) (Exhibit 2.1)
+ 10.4 1990 Stock Option Plan (4) (Appendix A)
10.5 Agreements dated April 29, 1999 between Philips Medical
Systems Nederlands B.V. and Intermagnetics General
Corporation for sales of magnet systems (5)
(Exhibit 10.7)
+ 10.6 Employment Agreement dated April 20, 1998 between
Intermagnetics General Corporation and Carl H. Rosner
(11) (Exhibit 10.1)
+ 10.7 Enhanced Benefit Plan (2) (Exhibit 10.10)
+ 10.8 Executive Stock Purchase Plan (2) (Exhibit 10.11)
10.9 Patent License Agreement dated June 30, 2000 between
Intermagnetics General Corporation and Lucent
Technologies GRL Corporation (6) (Exhibit 10.2)
+ 10.10 2000 Stock Option and Stock Award Plan (7) (Appendix A)
+ 10.11 Restricted Stock Unit Agreement between Intermagnetics
General Corporation and Glenn H. Epstein (9)
(Exhibit 10.1)
*+ 10.12 Restricted Stock Unit Agreement between Intermagnetics
General Corporation and Leo Blecher
*+ 10.13 Restricted Stock Unit Agreement between Intermagnetics
General Corporation and Michael K. Burke
*+ 10.14 Restricted Stock Unit Agreement between Intermagnetics
General Corporation and Philip J. Pellegrino
*+ 10.15 Restricted Stock Unit Agreement between Intermagnetics
General Corporation and David E. Thielman
*+ 10.16 SuperPower Inc. Equity Compensation Plan
*+ 10.17 2003 Director Compensation Plan
Subsidiaries of the registrant
* 21 Subsidiaries of the Company
Consents of experts and counsel
* 24 Consent of PricewaterhouseCoopers LLP with respect to the
Registration Statements Numbers 2-80041, 2-94701,
33-2517, 33-12762, 33-12763, 33-38145, 33-44693,
33-50598, 33-55092, 33-72160, 333-10553, 333-42163,
333-75269 and 333-64822 on Form S-8.
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.
_______________________________________________________
(1) Exhibit incorporated herein by reference to the Annual
Report on Form 10-K filed by the Company for the fiscal
year ended May 31, 1998.
(2) Exhibit incorporated herein by reference to the Annual
Report on Form 10-K filed by the Company for the fiscal
year ended May 28, 2000.
(3) Exhibit incorporated herein by reference to the Current
Report on Form 8-K filed by the Company on November 8,
2001.
(4) Exhibit incorporated herein by reference to the Proxy
Statement dated September 27, 1999 for the 1999 Annual
Meeting of Shareholders.
(5) Exhibit incorporated herein by reference to the Annual
Report on Form 10-K filed by the Company for the fiscal
year ended May 30, 1999.
(6) Exhibit incorporated herein by reference to the Quarterly
Report on Form 10-Q filed by the Company for the quarter
ended August 27, 2000.
(7) Exhibit incorporated herein by reference to the Proxy
Statement dated September 25, 2000 for the 2000 Annual
Meeting of Shareholders.
(8) Exhibit incorporated herein by reference to the Annual
Report on Form 10-K filed by the Company for the fiscal
year ended May 26, 2002.
(9) Exhibit incorporated herein by reference to the Quarterly
Report on Form 10-Q filed by the Company for the quarter
ended February 23, 2003.
* Filed with the Annual Report on Form 10-K for the fiscal year ended
May 26, 2002.
+ Management contract or compensatory plan or arrangement required to be
filed as an exhibit to this annual report on Form 10-K.
The Company agrees to provide the SEC upon request with copies of
certain long-term debt obligations which have been omitted pursuant to the
applicable rules.
The Company agrees to furnish supplementally a copy of omitted
Schedules and Exhibits, if any, with respect to Exhibits listed above upon
request.
(b) REPORTS ON FORM 8-K
On May 15, 2003, we furnished a report on Form 8-K containing (a) a
press release relating to earnings guidance with respect to the fourth quarter
of the fiscal year ending May 25, 2003 and preliminary earnings guidance with
respect to Fiscal Year 2004; (b) a press release announcing the modification of
the Company's supply agreement with Philips Medical Systems; and (c) the text of
the conference call presentation held on May 15, 2003. On July 17, 2003 we
furnished a report on Form 8-K containing a press release announcing the
Company's financial results for the fourth quarter and full fiscal year 2003.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Date: August 25, 2003
By: Glenn H. Epstein
------------------------------------
Glenn H. Epstein
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
Each person in so signing also makes, constitutes and appoints
Glenn H. Epstein, President and Chief Executive Officer, Michael K. Burke,
Executive Vice President and Chief Financial Officer, and each of them, his true
and lawful attorneys-in-fact, in his name, place and stead to execute and cause
to be filed with the Securities and Exchange Commission any or all amendments to
this report.
Name Capacity Date
- ---------------------------------------------------------------------------------------------------
Glenn H. Epstein Chairman and August 25, 2003
- -------------------- Chief Executive Officer
Glenn H. Epstein (principal executive
officer)
Michael K. Burke Executive Vice President and August 25, 2003
- -------------------- Chief Financial
Michael K. Burke Officer (principal financial
and accounting officer)
John M. Albertine Director August 25, 2003
- --------------------
John M. Albertine
Larry G. Garberding Director August 25, 2003
- --------------------
Larry G. Garberding
Michael E. Hoffman Director August 25, 2003
- --------------------
Michael E. Hoffman
James S. Hyde Director August 25, 2003
- --------------------
James S. Hyde
Thomas L. Kempner Director August 25, 2003
- --------------------
Thomas L. Kempner
Sheldon Weinig Director August 25, 2003
- --------------------
Sheldon Weinig
CERTIFICATIONS
- --------------
I, Glenn H. Epstein, certify that:
1. I have reviewed this annual report on Form 10-K of Intermagnetics
General Corp.;
2. Based on my knowledge, this annual 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 annual report;
3. Based upon my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 annual 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 annual report (the "Evaluation Date"); and
c. Presented in this annual 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 annual
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: August 25, 2003
Glenn H. Epstein
-------------------------------------
Glenn H. Epstein
President and Chief Executive Officer
CERTIFICATIONS
- -------------
I, Michael K. Burke, certify that:
1. I have reviewed this annual report on Form 10-K of Intermagnetics
General Corp.;
2. Based on my knowledge, this annual 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 annual report;
3. Based upon my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 annual 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 annual report (the "Evaluation Date"); and
c. Presented in this annual 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 annual
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: August 25, 2003
Michael K. Burke
----------------------------
Michael K. Burke
Executive Vice President and
Chief Financial Officer
2
1. Financial Statements
Report of Independent Auditors
To the Board of Directors and
Stockholders of Intermagnetics General Corporation:
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a)(1) present fairly, in all material respects, the
financial position of Intermagnetics General Corporation and its subsidiaries at
May 25, 2003 and May 26, 2002, and the results of their operations and their
cash flows for each of the three years in the period ended May 25, 2003 in
conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedule listed in
the index appearing under Item 14(a)(2) present fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements. These financial statements and
financial statement schedule are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As discussed in Note O and P to the consolidated financial statements, on May
28, 2001 the Company adopted Statement of Financial Accounting Standard No. 142,
"Goodwill and Other Intangible Assets" and Statement of Financial Accounting
Standard No. 133, "Accounting For Derivative Instruments and Hedging
Activities."
PricewaterhouseCoopers LLP
Albany, New York
July 15, 2003
INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts)
May 25, May 26,
2003 2002
-------- --------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 88,514 $ 73,517
Trade accounts receivable, less allowance
(May 25, 2003 - $223; May 26, 2002 - $293) 23,864 20,612
Costs and estimated earnings in excess of
billings on uncompleted contracts 188 428
Inventories:
Consigned products 339 2,799
Finished products 589 659
Work in process 6,002 7,405
Materials and supplies 7,280 9,054
-------- --------
14,210 19,917
Deferred income taxes 619 1,497
Note receivable 3,959
Prepaid expenses and other 2,756 2,037
-------- --------
TOTAL CURRENT ASSETS 134,110 118,008
PROPERTY, PLANT AND EQUIPMENT
Land and improvements 1,128 1,128
Buildings and improvements 12,172 12,172
Machinery and equipment 38,461 34,642
Leasehold improvements 3,785 3,705
-------- --------
55,546 51,647
Less accumulated depreciation and amortization 27,160 23,310
-------- --------
28,386 28,337
INTANGIBLE AND OTHER ASSETS
Available-for-sale securities 2,833
Goodwill 13,750 13,750
Other intangibles, less accumulated amortization
(May 25, 2003 - $7,460; May 26, 2002 - $5,619) 6,928 8,759
Note receivable 3,861
Other assets 1,881 1,677
-------- --------
TOTAL ASSETS $185,055 $177,225
======== ========
INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts)
May 25, May 26,
2003 2002
-------- --------
LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 284 $ 267
Accounts payable 9,276 7,816
Salaries, wages and related items 7,698 7,221
Customer advances and deposits 544 1,007
Product warranty reserve 1,466 1,326
Accrued income taxes 821 2,332
Other liabilities and accrued expenses 4,156 4,926
-------- --------
TOTAL CURRENT LIABILITIES 24,245 24,895
LONG-TERM DEBT, less current portion 4,384 4,668
DEFERRED INCOME TAXES 1,453
DERIVATIVE LIABILITY 469 268
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):
May 25, 2003 - 17,538,762 shares;
May 26, 2002 - 17,333,459 shares; 1,754 1,733
Additional paid-in capital 138,974 137,419
Notes receivable from employees (3,725) (799)
Retained earnings 30,916 15,999
Accumulated other comprehensive loss (514) (906)
-------- --------
167,405 153,446
Less cost of Common Stock in treasury
May 25, 2003 - 1,112,597 shares
May 26, 2002 - 671,316 shares (12,901) (6,052)
-------- --------
154,504 147,394
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $185,055 $177,225
======== ========
See notes to consolidated financial statements.
INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED INCOME STATEMENTS
(Dollars in Thousands, Except Per Share Amounts)
Fiscal Year Ended
----------------------------------------
May 25, May 26, May 27,
2003 2002 2001
-------- -------- --------
Net sales $147,405 $153,294 $138,157
Cost of products sold 90,018 91,393 80,990
Inventory (recovered) in restructuring (1,361)
-------- -------- --------
90,018 91,393 79,629
-------- -------- --------
Gross margin 57,387 61,901 58,528
Product research and development 12,490 14,855 9,541
Marketing, general and administrative 19,639 25,422 27,255
Amortization of intangible assets 1,841 1,979 3,094
-------- -------- --------
33,970 42,256 39,890
-------- -------- --------
Operating income 23,417 19,645 18,638
Interest and other income 1,491 1,957 1,374
Interest and other expense (493) (652) (1,986)
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 22,844 30,275 18,026
Provision for income taxes 7,927 9,686 6,959
-------- -------- --------
NET INCOME $ 14,917 $ 20,589 $ 11,067
======== ======== ========
Net Income per Common Share:
Basic $ 0.90 $ 1.26 $ 0.72
======== ======== ========
Diluted $ 0.88 $ 1.19 $ 0.67
======== ======== ========
See notes to consolidated financial statements.
INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
Fiscal Year Ended
-------------------------------------
May 25, May 26, May 27,
2003 2002 2001
------- -------- --------
OPERATING ACTIVITIES
Net income $14,917 $ 20,589 $ 11,067
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 6,017 5,803 7,086
Proceeds from the sale of assets 1,812
Gain on sale of division (15,385)
Write down of investments 6,290
Premium on debt conversion 1,037
Provision for deferred taxes 2,345 (532) 1,790
Stock based compensation 563 539 470
Loss on sale and disposal of assets 60 173 21
Realized loss (gain) on available-for-sale securities 2,108 (230)
Change in discount on note receivable (98) (57)
Change in operating assets and liabilities:
(Increase) decrease in accounts receivable and costs and estimated earnings
in excess of billings on uncompleted contracts (3,012) (1,583) 587
Decrease (increase) in inventories and prepaid expenses and other assets 4,656 (1,688) (14,831)
Increase in accounts payable and accrued expenses (963) 731 8,999
------- -------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 26,593 14,650 18,038
INVESTING ACTIVITIES
Purchases of property, plant and equipment (4,312) (11,598) (5,192)
Proceeds from sale of available-for-sale securities 1,363 1,300
Proceeds from sale of property, plant and equipment 17 174
Purchase of patent rights (1,085)
Proceeds from sale of division 39,002
------- -------- --------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (2,932) 28,704 (6,103)
FINANCING ACTIVITIES
Proceeds from sale of Common Stock, including exercise of stock options 1,050 4,328 4,720
(Advances to) proceeds from employees Executive Stock Purchase Plan (2,926) 702 165
Purchase of Treasury Stock (6,521)
Principal payments on note payable and long-term debt (267) (2,445) (1,428)
------- -------- --------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (8,664) 2,585 3,457
EFFECT OF EXCHANGE RATE CHANGES ON CASH (97) (244)
------- -------- --------
INCREASE IN CASH AND CASH EQUIVALENTS 14,997 45,842 15,148
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 73,517 27,675 12,527
------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $88,514 $ 73,517 $ 27,675
======= ======== ========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Issuance of Warrants to purchase Common Stock $ 1,097
========
Issuance of Common Stock upon conversion of principal amount of debentures $ 18,894
========
Exchange of Common Stock in partial payment of exercise price on options $ 328 $ 231
======= ========
Tax benefit from exercise of stock options $ 126 $ 3,690 $ 586
======= ======== ========
See notes to consolidated financial statements.
INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY AND COMPREHENSIVE
INCOME (LOSS) Fiscal Years Ended May 25, 2003, May 26, 2002, May 27, 2001
(Dollars in Thousands)
Accumulated
Additional Retained Other
Common Paid-in (Deficit) Comprehensive
Stock Capital Earnings Income (Loss)
------ -------- -------- -------------
Balances at May 28, 2000 $1,471 $ 90,914 $(6,159) $ (276)
Comprehensive income:
Net Income 11,067
Unrealized loss on available for
sale securities (1,527)
Unrealized loss on foreign currency
translation (244)
Total comprehensive income
Repayment of note receivable from employees
Tax benefit from exercise of stock options 586
Issuance of 527,290 shares of Common Stock, upon exercise
of stock options and sale of 6,400 shares to IGC Savings
Trust 53 4,667
Issuance of 15,300 shares of Common Stock and other
stock based compensation 2 538
Issuance of 1,450,205 shares of Common Stock upon
conversion of debentures and write -off of deferred
financing costs. 142 20,019
Issuance of warrants to acquire 105,600 shares of Common Stock 1,097
Stock dividend adjustment including payment in lieu of fractional shares (11)
Stock dividend 3 9,495 (9,498)
------ -------- ------- -------
Balances at May 27, 2001 1,671 127,305 (4,590) (2,047)
Comprehensive income:
Net Income 20,589
Reclassification adjustments - write down of investments 1,583
Reclassification adjustments - available for sale securities (311)
Reclassification adjustments - foreign currency translation 1,051
Unrealized loss on available for sale securities, net (750)
Unrealized gain on foreign currency translation (164)
Transitional adjustment - on derivatives (128)
Loss on derivative (140)
Total comprehensive income
Net repayments
Tax benefit from exercise of stock options 3,690
Stock based compensation 1,928
Issuance of 639,583 shares of Common Stock,
including exercise of stock options and sale of 7,673
shares to IGC Savings Trust 62 4,285
Treasury stock, upon exercise of stock options 231
Stock dividend adjustment of (121) shares and payments for fractional shares (20)
------ -------- ------- -------
Balances at May 26, 2002 1,733 137,419 15,999 (906)
Comprehensive income:
Net Income 14,917
Unrealized loss on available-for-sale securities, net of tax 10
Minimum pension liability adjustment (209)
Reclassification adjustment - available-for-sale securities 628
Loss on derivative, net of tax benefit (37)
Total comprehensive income
Tax benefit from exercise of stock options 126
Loans to employees for purchase of common stock
Issuance of 205,303 shares of Common Stock, rewarded to exercises
of stock options
Treasury stock, upon exercise of stock options 21 1,101
Treasury stock purchase 328
------ -------- ------- -------
Balances at May 25, 2003 $1,754 $138,974 $30,916 $ (514)
====== ======== ======= =======
[RESTUBBED TABLE]
Notes
Treasury Receivable Comprehensive
Stock from Employees Income (Loss)
-------- -------------- -------------
Balances at May 28, 2000 $(5,821) $(1,666)
Comprehensive income:
Net Income $11,067
Unrealized loss on available for
sale securities (1,527)
Unrealized loss on foreign currency
translation (244)
-------
Total comprehensive income $ 9,296
=======
Repayment of note receivable from employees 165
Tax benefit from exercise of stock options
Issuance of 527,290 shares of Common Stock, upon exercise
of stock options and sale of 6,400 shares to IGC Savings
Trust
Issuance of 15,300 shares of Common Stock and other
stock based compensation
Issuance of 1,450,205 shares of Common Stock upon
conversion of debentures and write -off of deferred
financing costs.
Issuance of warrants to acquire 105,600 shares of Common Stock
Stock dividend adjustment including payment in lieu of fractional shares
Stock dividend
-------- -------
Balances at May 27, 2001 (5,821) (1,501)
Comprehensive income:
Net Income 20,589
Reclassification adjustments - write down of investments 1,583
Reclassification adjustments - available for sale securities (311)
Reclassification adjustments - foreign currency translation 1,051
Unrealized loss on available for sale securities, net (750)
Unrealized gain on foreign currency translation (164)
Transitional adjustment - on derivatives (128)
Loss on derivative (140)
-------
Total comprehensive income $21,730
=======
Net repayments 702
Tax benefit from exercise of stock options
Stock based compensation
Issuance of 639,583 shares of Common Stock,
including exercise of stock options and sale of 7,673
shares to IGC Savings Trust
Treasury stock, upon exercise of stock options (231)
Stock dividend adjustment of (121) shares and payments for fractional shares
-------- -------
Balances at May 26, 2002 (6,052) (799)
Comprehensive income:
Net Income 14,917
Unrealized loss on available-for-sale securities, net of tax 10
Minimum pension liability adjustment (209)
Reclassification adjustment - available-for-sale securities 628
Loss on derivative, net of tax benefit (37)
-------
Total comprehensive income $15,309
=======
Tax benefit from exercise of stock options
Loans to employees for purchase of common stock (2,926)
Issuance of 205,303 shares of Common Stock, rewarded to exercises
of stock options
Treasury stock, upon exercise of stock options (328)
Treasury stock purchase (6,521)
-------- -------
Balances at May 25, 2003 $(12,901) $(3,725)
======== =======
See notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
INTERMAGNETICS GENERAL CORPORATION
NOTE A - ACCOUNTING POLICIES
Basis of Presentation:
The consolidated financial statements include the accounts of the Company and
its subsidiaries. All significant inter-company transactions have been
eliminated in consolidation. It is the Company's policy to reclassify prior year
consolidated financial statements to conform to current year presentation.
The Company operates on a 52/53 week fiscal year ending the last Sunday during
the month of May.
Cash Equivalents:
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
Revenue Recognition:
Sales are recognized as of the date of shipment or upon customer acceptance,
after the product has been tested.
In certain instances, the Company records revenue in accordance with Staff
Accounting Bulletin No. 101, on products that are 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 delay is requested by the customer for a substantial business purpose, there
is a fixed delivery date, 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.
As of May 25, 2003, May 26, 2002 and May 28, 2001 these products comprised
approximately 2.7%, 1.1% and 0.4% of consolidated annual revenue respectively.
Sales to the United States Government or its contractors under research and
development cost reimbursement contracts are recorded as costs are incurred and
include estimated earned profits.
The Company recognizes revenue on long-term development contracts based upon
actual costs incurred plus earned profit when these costs are less than the
milestone value and the milestone has been achieved or milestone value when the
actual costs exceed the milestone value. When it appears probable that estimated
costs will exceed available funding, and the Company is not successful in
securing additional funding, the Company records the estimated additional
expense before it is incurred.
The Company accrues for possible future claims arising under terms of various
warranties (one to three years) made in connection with the sale of products.
Warranty expense for fiscal 2003, 2002, and 2001 was $1,123,000, $677,000 and
$458,000, respectively.
Inventories:
Inventories are stated at the lower of cost (first-in, first-out) or market
value. At May 25, 2003 and May 26, 2002 the Company had reserves for excess and
obsolete inventory of $1,272,000 and $1,064,000 respectively.
Property, Plant and Equipment:
Land and improvements, buildings and improvements, machinery and equipment and
leasehold improvements are recorded at cost. Depreciation is computed using the
straight-line method in a manner that is intended to amortize the cost of such
assets over their estimated useful lives. Leasehold improvements are amortized
on a straight-line basis over the remaining initial term of the lease or
estimated useful life, whichever is shorter. For financial reporting purposes,
the Company provides for depreciation of property, plant and equipment over the
following estimated useful lives:
Land improvements 25 years
Buildings and improvements 7 - 40 years
Machinery and equipment 3 - 15 years
Leasehold improvements 2 - 15 years
Significant additions or improvements extending assets' useful lives are
capitalized; normal maintenance and repair costs are expensed as incurred.
The cost of fully depreciated assets remaining in use is included in the
respective asset and accumulated depreciation accounts. When items are sold or
retired, related gains or losses are included in income.
Investments:
Certain investments are categorized as available for sale securities in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 115,
"Accounting for Certain Investments in Debt and Equity Securities." Available
for sale securities are reported at fair value, with unrealized gains and losses
included in shareholders' equity. Realized gains and losses and other than
temporary losses for securities classified as available for sale are included in
earnings and are determined using the specific identification method for
determining the cost of securities sold.
Income Taxes:
Income taxes are accounted for under the asset and liability method. Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.
Investment and other tax credits are included in income when realized.
Foreign Currency Translation:
Foreign currency translation adjustments arise from conversion of the Company's
foreign subsidiary's financial statements to US currency for reporting purposes,
and are included in Other Comprehensive Income (Loss) in shareholders' equity on
the accompanying consolidated balance sheets. Realized foreign currency
transaction gains and losses are included in interest and other expense in the
accompanying consolidated income statements. As of February 5, 2002, the Company
sold its only foreign subsidiary. (See Note B)
Goodwill and Other Intangibles:
Goodwill and other intangibles with indefinite lives are periodically tested for
impairment and identifiable intangible assets other than goodwill are amortized
over their estimated useful lives in accordance with SFAS No. 142 Goodwill and
Other Intangible Assets.
Impairment of Long-Lived Assets:
Long-lived assets, used in the Company's operations are reviewed for impairment
when circumstances indicate that the carrying amount of an asset may not be
recoverable. The primary indicators of recoverability are the associated current
and forecasted undiscounted operating cash flows.
Stock-Based Compensation:
The intrinsic value method of accounting is used for stock-based compensation
plans. Under the intrinsic value method, compensation cost is measured as the
excess, if any, of the quoted market price of the stock at the grant date over
the amount an employee must pay to acquire the stock.
Per Share Amounts:
Basic earnings per share excludes dilution and is computed by dividing income
available to common shareholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution that could occur if securities or other contracts to issue Common Stock
were exercised or converted into Common Stock or resulted in the issuance of
Common Stock that then shared in the earnings of the Company.
Comprehensive Income:
Comprehensive income (loss) consists of net income, net unrealized gains
(losses) on available-for-sale securities, foreign currency translation
adjustments and gain (loss) on derivative activity and is presented in the
consolidated statements of changes in shareholders' equity and comprehensive
income (loss), net of tax.
Use of Estimates:
In order to prepare these consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America,
management of the Company has made a number of estimates and assumptions
relating to the reporting of assets, liabilities, revenue and expenses and the
disclosure of contingent assets and liabilities. Actual results could differ
from those estimates.
New Accounting Pronouncements:
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
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. The Company has included the appropriate disclosure in Note F.
In April 2003, The Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" ("SFAS No. 149"). SFAS No. 149
amends and clarifies accounting for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities
under Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities". SFAS No. 149 is generally
effective for derivative instruments, including derivative instruments embedded
in certain contracts, entered into or modified after June 30, 2003 and for
hedging relationships designated after June 30, 2003. The Company does not
expect the adoption of SFAS No. 149 to have a material impact on its financial
statements.
In May 2003, The Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity" ("SFAS No.
150"). SFAS No. 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). Many of
those instruments were previously classified as equity. SFAS No. 150 is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003, The Company does not expect the adoption of SFAS
No. 150 to have a material impact on its financial statements.
NOTE B - DISPOSITIONS
IGC - Advanced Superconductors
- ------------------------------
On October 25, 2001, the Company sold substantially all of the assets of IGC-AS,
a division that manufactured low temperature superconducting wire and tape. The
sale was subject to a purchase agreement, dated October 4, 2001, between the
Company and Outokumpu Copper Products Oy and Outokumpu Advanced Superconductors
Inc. (together, the "Purchasers"). The purchase consideration was arrived at by
arms length negotiation and consisted of $29.8 million in cash paid on October
25, 2001 and the recording of a note receivable of $4 million, due two years
from the closing date. The net pretax gain from the sale was $15.4 million. The
agreement also includes a six-year strategic supply arrangement under which the
Company will purchase from Outokumpu a substantial portion of the LTS wire it
requires internally, primarily for manufacturing superconducting magnet systems.
The Company can earn up to $4 million as a performance payment if it attains
specified levels of LTS wire purchases over the two years from the closing date.
During the first year of the agreement, the Company did not attain wire
procurement levels sufficient to earn the additional payment.
In connection with the sale of IGC-AS, the Company has recorded a $1.5 million
liability related to environmental investigation and potential remediation costs
to be incurred by the Company under certain property transfer laws of the State
of Connecticut. Management has estimated this liability based upon information
provided by environmental consultants. The Company is complying with the
requirements of the property transfer laws and believes that the recorded
liability continues to be appropriate. Additionally, the Company recorded an
expense of about $795,000 in fiscal 2002 for stock based compensation related to
the sale.
IGC - APD Cryogenics, Inc.
- -------------------------
On February 5, 2002, the Company sold the stock of its subsidiaries IGC-APD
Cryogenics, Inc. and IG-Europe, Ltd. The sale was subject to a stock purchase
agreement between the Company and Sumitomo Heavy Industries (SHI) of Japan dated
January 7, 2002. The sale to SHI included only the helium related business. The
purchase consideration was arrived at by arms length negotiation and consisted
of $9.5 million in cash paid on February 5, 2002. The Company was also able to
withdraw an additional $1.2 million in cash prior to closing. The net pretax
gain from the sale was $10,000. The agreement includes a six-year strategic
supply agreement under which the Company will purchase from SHI shield coolers
it requires internally, primarily for manufacturing superconducting magnet
systems. The mixed-gas portion of the refrigeration systems business previously
conducted at IGC-APD was transferred and integrated into IGC-Polycold, Inc.
Additionally, the Company recorded a $540,000 environmental remediation
liability and stock based compensation expense of $528,000 in fiscal 2002
related to the sale.
NOTE C - RESTRUCTURING
Refrigerant Business
In February 2000, the Company decided to exit its refrigerant business over a 15
month period. This business was a part of the Instrumentation segment. As a
result, the Company recorded a restructuring charge of $2,000,000 including
liabilities recorded of $191,000, comprised of the following:
(Dollars in Thousands)
----------------------------------------- ------------
Inventory write-down $1,770
----------------------------------------- ------------
Write-down of equipment 39
----------------------------------------- ------------
Severance costs 191
----------------------------------------- ------------
$2,000
----------------------------------------- ============
Under the exit plan, the Company terminated all but two of its employees in
fiscal 2000. The plan involved continuing operations through a master
distributor while attempting to find a buyer for the business, and contemplated
sales of product through May 2001, at which time operations would cease. The
Company paid $92,000 in fiscal 2001 for severance costs.
In October 2000, the Company sold the remaining assets for approximately
$1,800,000. These assets consisted primarily of inventory. As a result, the
Company recorded a recovery of the restructuring charge of approximately
$1,300,000 in fiscal 2002.
NOTE D - INVESTMENTS
Available for Sale Securities:
During fiscal 2003, the Company sold its remaining 850,753 shares of Ultralife
Batteries Inc. for total proceeds of $1,363,000 with a gross realized loss of
$2,108,000. In connection with the sale, a net unrealized holding loss of
$628,000 has been reclassified from accumulated other comprehensive income.
During fiscal 2002, the Company wrote this investment down to fair market value.
The write down amounted to a loss of $2.8 million which in the opinion of
management was other than temporary.
During fiscal 2002, the Company sold its 1,354,785 shares in Powercold
Corporation for total proceeds of $1,300,000 with a gross realized gain on the
sale of $230,000. The gross realized gain was based on specific identification
of such securities. In connection with the sale, net unrealized holding gain of
$311,000 has been reclassified from accumulated other comprehensive income.
The cost and market value of the Company's Available for Sale Securities as of
May 25, 2003 and May 26, 2002 were:
(Dollars in Thousands)
- --------------------------------------- ------------------ -----------------
May 25, 2003 May 26, 2002
- --------------------------------------- ------------------ -----------------
Cost $ - $ 3,471
- --------------------------------------- ------------------ -----------------
Gross unrealized (loss) gain - (638)
- --------------------------------------- ------------------ -----------------
Market Value $ - $ 2,833
- --------------------------------------- ================== =================
Other Investments:
The Company owns approximately 15% of the Common Stock of KryoTech, a
privately-held corporation, acquired at a cost of $4,750,000. During fiscal
2002, the Company wrote this investment down to zero due to a decline in fair
value, which, in the opinion of management was other than temporary.
NOTE E - NOTES PAYABLE AND LONG-TERM DEBT
The Company increased its unsecured line of credit from $27,000,000 to
$50,000,000 in September 2001, and changed the expiration date from October 2002
to October 2004. The line of credit was not in use at May 25, 2003 or May 26,
2002. The Company may elect to apply interest rates to borrowings under the line
which relate to either the London Interbank Offered Rate (LIBOR) or prime plus
the applicable margin. The line of credit agreement provides for various
covenants, including requirements that the Company maintain specified financial
ratios.
Long-term debt consists of the following:
(Dollars in Thousands)
- ----------------------------------- ------------------- -------------------
May 25, 2003 May 26, 2002
- ----------------------------------- ------------------- -------------------
Mortgage payable $4,668 $4,935
- ----------------------------------- ------------------- -------------------
Less current portion 284 267
- ----------------------------------- ------------------- -------------------
Long-term debt $4,384 $4,668
- ----------------------------------- =================== ===================
The mortgage payable bears interest at the rate of LIBOR (1.22% at May 25, 2003
and 2.63% at May 26, 2002) plus 0.9%, and is payable in monthly installments of
$50,000, including principal and interest, through October 2005 with a final
payment of $3,943,000 due in November 2005. The loan is collateralized by land
and buildings and certain equipment acquired at a cost of approximately
$10,800,000.
The Company has entered into an interest rate swap agreement to reduce the
effect of changes in interest rates on certain of its floating rate long-term
debt. At May 25, 2003, the Company had outstanding interest rate swap agreement
with a commercial bank, having a total original notional principal amount of
approximately $4,935,000. This agreement effectively changed 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 nonperformance by the other parties to
the interest rate swap agreement. However, the Company does not anticipate
non-performance by the counterparties.
Aggregate maturities of long-term debt for the next five fiscal years are: 2004
- - $284,000; 2005 - $307,000; 2006 - $4,076,000; and 2007 - $0.
Interest paid for the years ended May 25, 2003, May 26, 2002, and May 27, 2001,
amounted to $472,000, $479,000 and $1,151,000, respectively.
NOTE F - SHAREHOLDERS' EQUITY
During fiscal 2003 the Company has established a stock option plan for
SuperPower Inc., a wholly-owned subsidiary. The value of the options has been
determined by an independent valuation consultant contracted by the Company. The
plan has authorized 1,200,000 shares at a market value of $1.00 each and as of
May 25, 2003, 1,200,000 options were issued. Options granted under the plan will
have lives ranging from five to ten years and vest over periods ranging from one
to five years.
In July 2001, the Company declared a 2% stock dividend to be distributed on all
outstanding shares, except Treasury Stock, on August 31, 2001 to holders of
record on August 14, 2001. The fiscal 2001 consolidated financial statements and
related disclosures were adjusted retroactively to reflect this stock dividend
in all numbers of shares, prices per share and earnings per share.
The Company has established three stock option plans: the 1981 Stock Option
Plan, the 1990 Stock Option Plan, and the 2000 Stock Option and Stock Award
Plan. A total of 3,668,913 shares have been authorized for grant under the 1990
plan and 1,534,000 shares have been authorized under the 2000 Plan. All
remaining grants under the 1981 Plan were exercised during the year ended May
28, 2000. Options granted under the 1990 and 2000 Stock Option and Stock Award
Plans have lives ranging from five to ten years and vest over periods ranging
from one to five years.
Option activity under these plans was as follows:
Fiscal Year Ended
-----------------------------------------------------------------------------------
May 25, 2003 May 26, 2002 May 27, 2001
------------------------ --------------------- ----------------------
Outstanding, beginning of year 1,781,515 $13.406 2,022,452 $ 9.325 2,412,863 $ 8.145
Granted 124,188 18.799 448,546 25.272 256,794 20.625
Exercised (183,608) 5.738 (644,318) 8.808 (563,375) 9.342
Forfeited (173,834) 16.850 (45,165) 14.055 (83,830) 10.092
--------- --------- ---------
Outstanding, end of year 1,548,261 14.361 1,781,515 13.406 2,022,452 9.325
========= ========= =========
Exercisable, end of year 980,227 $10.393 801,366 $ 8.746 792,537 $ 7.993
========= ========= =========
May 25, 2003
-----------------------------------------------------------------------------------
Options Outstanding Options Exercisable
-------------------------------------------------- ----------------------------
Weighted Weighted Weighted
Average Average Average
Range of Option Number Exercise Remaining Number Exercise
Exercise Prices Outstanding Price Contractual Life Exercisable Price
---------------- ----------- --------- ---------------- ----------- --------
$5.5900 - $6.2804 43,117 $ 5.7933 4.5 31,710 $ 5.7723
$6.2805 - $9.4206 763,191 7.4769 2.0 716,579 7.4529
$9.4207 - $12.5608 29,902 10.2373 2.9 29,902 10.2373
$12.5609 - $15.7010 27,069 13.9427 3.0 25,492 13.8815
$15.7011 - $18.8412 107,697 16.9414 7.7 25,839 16.7742
$18.8413 - $21.9814 139,214 20.4699 7.9 55,429 20.6299
$21.9815 - $25.1216 227,595 23.3685 8.6 44,628 23.4812
$25.1217 - $28.2618 161,282 25.7776 7.8 35,798 26.0415
$28.2619 - $31.4020 49,194 29.3822 7.6 14,850 30.0638
--------- --------- --- ------- ---------
1,548,261 $ 14.3614 4.8 980,227 $ 10.3927
========= =======
In connection with the license of patent rights, the Company issued warrants to
purchase 105,060 shares of its Common Stock at a price of $18.98 per share.
These warrants were valued at $1,097,000, which was capitalized as part of the
cost of the patent rights and expire in 2007.
Following are the shares of Common Stock reserved for issuance and the related
exercise prices for the outstanding stock options and outstanding warrants at
May 25, 2003:
Number of Shares Exercise Price Per Share
- ------------------------------------------------------- ----------------------- --------------------------
2000 Stock Option and Stock Award Plan 649,747 $5.59 to $31.40
- ------------------------------------------------------- ----------------------- --------------------------
1990 Stock Option Plan 898,514 $5.59 to $31.40
- ------------------------------------------------------- ----------------------- --------------------------
Warrants 105,060 $18.98
- ------------------------------------------------------- ----------------------- --------------------------
Shares reserved for issuance 1,653,321
- ------------------------------------------------------- ======================= --------------------------
The following pro forma net income and earnings per share information has been
determined as if the Company had accounted for stock-based compensation awarded
under its stock option plans using the fair value-based method. The pro forma
effect on net income for fiscal years 2003, 2002 and 2001 is not representative
of the pro forma effect on net income in future years because, as required by
SFAS No. 123, "Accounting for Stock Based Compensation," no consideration has
been given to awards granted prior to fiscal 1996.
(Dollars in Thousands, Except Per Share Amounts)
Fiscal Year Ended
------------------------------------
May 25, May 26, May 27,
2003 2002 2001
------- ------- -------
Net income (as reported) $14,917 $20,589 $11,067
Add recorded non-cash stock compensation, net of tax 368 367 289
Less non-cash stock compensation under SFAS No. 123, net of tax (2,211) (2,329) (1,834)
------- ------- -------
Pro forma Net Income $13,074 $18,627 $ 9,522
Earnings per Common Share (as reported):
Basic $ 0.90 $ 1.26 $ 0.72
======= ======= =======
Diluted $ 0.88 $ 1.19 $ 0.67
======= ======= =======
Earnings per Common Share (pro forma):
Basic $ 0.79 $ 1.14 $ 0.62
======= ======= =======
Diluted $ 0.77 $ 1.08 $ 0.58
======= ======= =======
The weighted average fair value of each option granted under the 1990 Stock
Option Plan and the 2000 Stock Option and Award Plan during fiscal years 2003,
2002 and 2001 was $12.565, $15.647, and $14.123, respectively. The fair value of
each option grant was estimated on the date of the grant using the Black-Scholes
Model with the following weighted average assumptions. The risk-free interest
rates for fiscal years 2003, 2002 and 2001 were 3.0%, 3.2% and 4.8%,
respectively. The expected volatility of the market price of the Company's
Common Stock for fiscal years 2003, 2002 and 2001 grants was 68.6%, 73.3%, and
68.8%, respectively. The expected average term of the granted options for fiscal
2003, 2002 and 2001 was 7.1 years, 5.1 years and 6.5 years, respectively. There
was no expected dividend yield for the options granted for fiscal years 2003,
2002 and 2001.
During the years ended May 25, 2003, May 26, 2002, and May 27, 2001 in
connection with the grant of stock options to consultants, the Company has
recognized compensation cost in the amount of $0, $0, and $293,000,
respectively. During the year ended May 25, 2003, the Company issued 19,248
shares of Common Stock at a market value of $19.00 per share as compensation to
the Board of Directors. During the year ended May 26, 2002, the Company issued
15,756 shares of Common Stock at a fair market value of $26.26 per share as
compensation to the Board of Directors. During the year ended May 27, 2001, the
Company issued 15,759 shares of Common Stock at a fair market value of $16.147
per share as compensation to the Board of Directors.
Equity compensation plan information follows:
EQUITY COMPENSATION PLAN INFORMATION
Number of securities
remaining available for
Number of securities to be Weighted-average future issuance under
issued upon exercise of exercise price of equity compensation plans
outstanding options, outstanding options, (excluding securities
warrants and rights. warrants and rights. reflected in column (a))
-------------------------------- ------------------------- ---------------------------
Plan Category (a) (b) (c)
- ------------------------------------- -------------------------------- ------------------------- ---------------------------
Equity compensation plans
approved by shareholders..... 1,548,261 $ 14.3614 158,194
Equity compensation plans
not approved by shareholders.....
New Hire Incentive Plan 22,000 none none
The New Hire Incentive Plan is designed to attract highly competent employees
for key positions within the company. As such, this plan is not for general use
but for selected critical positions. Therefore, no specific shares have been
allocated for this purpose. Rather, these shares will be issued form the
authorized shares of the Company's Common Stock and approved by the company's
Board of Directors on a applicant by applicant basis.
NOTE G - RETIREMENT PLANS
The Company had a non-contributory, defined benefit plan covering all eligible
employees. Benefits under the plan were based on years of service and employees'
career average compensation. The Company's funding policy was to contribute
annually an amount sufficient to meet or exceed the minimum funding standard
contained in the Internal Revenue Code. Contributions were intended to provide
not only for benefits attributable to service to date, but also for those
expected to be earned in the future. As of December 31, 1998, the Company froze
all pension benefits except for approximately 50 bargaining unit employees at a
subsidiary. In September 2000, the Company received approval from the Internal
Revenue Service to terminate the plan. In November 2000, the Company terminated
the plan and settled nearly all its obligations by purchasing annuity contracts
or making lump-sum distributions in an amount determined by the plan's actuary.
The remaining plan assets were distributed to the plan participants on a
pro-rata basis. Such distributions were completed during August 2001. The
Company recorded termination and settlement costs of approximately $588,000
during the fiscal year ended May 27, 2001.
During fiscal 2003, the Company recorded a minimum pension liability for this
plan of $134,000.
The following tables set forth the Bargaining unit plan's funded status at May
25, 2003 and May 26, 2002:
(Dollars in Thousands) Bargaining Unit Plan
Fiscal Year Ended
--------------------------------
May 25, 2003 May 26, 2002
------------ ------------
Change in benefit obligation during year:
Benefit obligation at beginning of year $ 625 $ 581
Service cost - -
Interest cost 39 43
Benefit payments (51) (33)
Administrative expenses - -
Actuarial (gain) or loss 189 34
------ -----
Benefit obligation at end of year $ 802 $ 625
====== =====
Change in plan assets during year:
Fair value of plan assets at beginning of year $ 678 $ 753
Employer contributions - -
Benefit payments (51) (33)
Administrative expenses - -
Actual return on plan assets 40 (42)
------ -----
Fair value of plan assets at end of year $ 667 $ 678
====== =====
Reconciliation of funded status at end of year:
Funded status $ (135) $ 53
Unrecognized prior service cost (148) (163)
Unrecognized net (gain) or loss 335 146
------ -----
Net amount recognized $ 52 $ 36
====== =====
Amounts recognized in the Consolidated Balance Sheet
at end of year:
Prepaid benefit cost $ 52 $ 36
Accrued benefit liability, after recognition of additional
minimum liability (187) -
Accumulated other comprehensive income, due to
change in additional minimum libility recognition 187 -
Net periodic benefit cost recognized for year:
Service cost $ - $ -
Interest cost 39 43
Expected return on plan assets (47) (60)
Amortization of prior service cost (15) (15)
Amortization of net gain 7 -
------ -----
Net periodic benefit cost $ (16) $ (32)
====== =====
Weighted-average assumptions at end of year:
Discount rate 5.75% 7.25%
Expected long-term rate of return on plan assets 8.00% 8.00%
The Company also maintains an employee savings plan, covering substantially all
employees, under Section 401 (k) of the Internal Revenue Code. Under this plan,
the Company makes a contribution for all employees and matches a portion of
participants' contributions. Expenses under the plan during the fiscal years
ended May 25, 2003, May 26, 2002 and May 27, 2001 aggregated $523,000, $633,000
and $663,000, respectively.
The Company also maintains supplemental retirement and disability plans for
certain of its executive officers. These plans utilize life insurance contracts
for funding purposes. Expenses under these plans were $21,000, $28,000 and
$21,000 for the fiscal years ended May 25, 2003, May 26, 2002 and May 27, 2001,
respectively. During fiscal 2003, the Company recorded a minimum pension
liability for this plan of $75,000.
NOTE H - INCOME TAXES
The components of the provision for income taxes (benefit) are as follows:
Fiscal Year Ended
----------------------------------------------
(Dollars in Thousands) May 25, 2003 May 26, 2002 May 27, 2001
- ------------------------------------------------------------------------------------------------------
Current
Federal $5,129 $ 9,303 $4,532
State 453 870 560
Foreign - 45 77
-----------------------------------------
Total current 5,582 10,218 5,169
Deferred
Federal 2,126 (486) 1,522
State 219 (46) 268
-----------------------------------------
Total deferred 2,345 (532) 1,790
-----------------------------------------
Provision for income taxes $7,927 $ 9,686 $6,959
-----------------------------------------
The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities are as follows:
(Dollars in Thousands) May 25, 2003 May 26, 2002
- ---------------------------------------------------------------------------------------------------------------------------
Deferred tax assets:
Inventory reserves $ 192 $ 443
Non-deductible accruals 48 443
Product warranty reserve 379 503
Equity in net loss of unconsolidated affiliate 469 469
Restructuring and other accruals 89 89
Unrealized loss on available for sale securities - 2,359
- -
---------------------------
Total gross deferred tax assets 1,177 4,306
Less valuation allowance (191) (191)
---------------------------
Deferred tax assets 986 4,115
Deferred tax liabilities:
Depreciation and amortization differences (220) (822)
Intangibles (1,149) (1,746)
Other, net (451) (36)
---------------------------
Total gross deferred tax liabilities (1,820) (2,604)
---------------------------
Net deferred tax (liability) assets $ (834) $ 1,511
===========================
The foregoing assets and liabilities are classified in the accompanying
consolidated balance sheets as follows:
(Dollars in Thousands) May 25, 2003 May 26, 2002
- ---------------------------------------------------------------------------------------------------------------------------
Net current deferred tax assets $ 619 $ 1,497
Net long-term deferred tax (liabilities) / assets (1,453) 14
---------------------------
$ (834) $ 1,511
---------------------------
There were no changes to the valuation allowance in fiscal 2003, 2002 or 2001.
In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income and capital gains during
the periods in which those temporary differences become deductible. Management
considers projected future taxable income, the character of such income and tax
planning strategies in making this assessment. The Company had Federal taxable
income of approximately $24,100,000 in fiscal 2003, $28,800,000 in fiscal 2002
and $14,200,000 in fiscal 2001. Based upon the level of historical taxable
income and projections for future taxable income over the periods in which the
deferred tax assets are deductible, management believes it is more likely than
not the Company will realize the benefits of the remaining deductible
differences. The amount of the deferred tax assets considered realizable,
however, could be reduced in the near term if estimates of future taxable income
are reduced.
The reasons for the differences between the provision for income taxes (benefit)
and the amount of income tax (benefit) determined by applying the applicable
statutory Federal tax rate to income (loss) before income taxes are as follows:
Fiscal Year Ended
----------------------------------------------------
(Dollars in Thousands) May 25, 2003 May 26, 2002 May 27, 2001
------------ ------------ ------------
Pretax income (loss) at statutory tax rate
(34.6% for 2003, 34.5% for 2002 and 34.3% for 2001) $ 7,904 $ 10,446 $ 6,184
State taxes, net of Federal benefit 443 548 546
Benefit of Foreign Sales Corporation (700) (759) (600)
Amortization of intangibles 36 73 539
Capital loss carryforward used - (1,120) -
Change in valuation allowance - - -
Other, net 244 498 290
------- ------- -------
Provision for income taxes $ 7,927 $ 9,686 $ 6,959
======= ======= =======
The Company paid income taxes, net of cash refunds received, of $6,883,000
during the year ended May 25, 2003, $6,200,000 during the year ended May 26,
2002 and $3,650,000 during the year ended May 27, 2001.
NOTE I - PER SHARE INFORMATION
The following table provides calculations of basic and diluted earnings per
share:
Fiscal Year Ended
----------------------------------------------
May 25, 2003 May 26, 2002 May 27, 2001
------------ ------------ ------------
Income (loss) available to
Common shareholders $ 14,917 $ 20,589 $ 11,067
=========== =========== ===========
Weighted average shares 16,519,152 16,336,181 15,363,208
Dilutive potential Common
Shares:
Warrants 31,404 7,817
Convertible Preferred Stock
Stock Options 492,605 881,027 1,124,004
----------- ----------- -----------
Adjusted weighted average
shares 17,011,757 17,248,612 16,495,029
=========== =========== ===========
Net income (loss) per Common Share:
Basic $ 0.90 $ 1.26 $ 0.72
=========== =========== ===========
Diluted $ 0.88 $ 1.19 $ 0.67
=========== =========== ===========
During fiscal 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
pre-tax 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.
The Company will record expense for the restricted stock when management
determines it is probable that the performance targets will be met. At that time
the expense will be recorded, and amortized over the period employees perform
the related services and the accounting will be variable through the date that
the actual restriction lapses.
For fiscal 2001, shares issuable upon conversion of convertible debentures are
considered in calculating "diluted" earnings per share, but have been excluded,
as the effect would be anti-dilutive. Additionally, shares issuable upon
exercise of stock options in which the market value is lower than the exercise
price have also been excluded, as the effect would be anti-dilutive.
NOTE J - COMMITMENTS AND CONTINGENCIES
The Company leases certain manufacturing facilities and equipment under
operating lease agreements expiring at various dates through October 2019.
Certain of the leases provide for renewal options. Total rent expense was
$1,238,000, $1,267,000 and $907,000 for the years ended May 25, 2003, May 26,
2002 and May 27, 2001, respectively.
Future minimum rental commitments, excluding renewal options, under the
non-cancelable leases covering certain manufacturing facilities and equipment
through the term of the leases are as follows:
Fiscal Year
2004 $ 1,168,000
2005 1,149,000
2006 1,175,000
2007 1,203,000
2008 1,232,000
Thereafter 6,701,000
-----------
Total $12,628,000
===========
In addition to operating lease agreements, the Company also has a maintenance
agreement for $113,000 per year, through January 2004, for a computer system.
At May 25, 2003, the Company's capital equipment commitments were approximately
$1,913,000.
The Company is subject to certain claims and lawsuits arising in the normal
course of business. In addition, 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
outcome of 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. As of May 25, 2003 and May 26, 2002, the Company had
liabilities for these environmental remediation, penalties and related costs of
$1,874,000 and $1,957,000, respectively. 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.
NOTE K - 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.
The accounting policies of the reportable segments are the same as those
described in Note A of the Notes to Consolidated Financial Statements.
Inter-segment 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) May 25, 2003
----------------------------------------------------------------
Magnetic
Resonance Energy
Imaging Instrumentation Technology Total
-------- --------------- ---------- --------
Net sales to external customers:
Magnet systems & components $125,081 $125,081
Refrigeration equipment $ 20,564 20,564
Other $ 1,760 1,760
-------- ----------- ------- --------
Total 125,081 20,564 1,760 147,405
Segment operating profit (loss) 29,771 587 (6,969) 23,389
Total assets $166,570 $ 10,125 $ 8,360 $185,055
Additions to plant, property and equipment 2,596 743 973 4,312
Depreciation and amortization expense 4,560 483 974 6,017
----------------------------------------------------------------
May 26, 2002
----------------------------------------------------------------
Magnetic
Resonance Energy
Imaging Instrumentation Technology Total
-------- --------------- ---------- --------
Net sales to external customers:
Magnet systems & components $120,738 $120,738
Refrigeration equipment $ 26,891 26,891
Refrigerants -
Other 2,092 $ 3,573 5,665
-------- ----------- ------- --------
Total 122,830 26,891 3,573 153,294
Intersegment net sales 3,481 3,481
Segment operating profit (loss) 27,776 (3,272) (6,719) 17,785
Total assets $158,332 $ 10,128 $ 8,765 $177,225
Additions to plant, property and equipment 4,544 3,391 3,663 11,598
Depreciation and amortization expense 4,522 568 713 5,803
----------------------------------------------------------------
(Dollars in Thousands) May 27, 2001
----------------------------------------------------------------
Magnetic
Resonance Energy
Imaging Instrumentation Technology Total
-------- --------------- ---------- --------
Net sales to external customers:
Magnet systems & components $ 86,428 $ 86,428
Refrigeration equipment $ 41,313 41,313
Refrigerants 1,253 1,253
Other 7,549 $ 1,614 9,163
-------- ----------- ------- --------
Total 93,977 42,566 1,614 138,157
Intersegment net sales 4,029 4,029
Segment operating profit (loss) 18,925 5,121 (4,292) 19,754
Total assets $123,559 $ 23,084 $ 5,515 $152,158
Additions to plant, property and equipment 3,111 586 1,495 5,192
Depreciation and amortization expense 6,135 608 343 7,086
May 25, 2003 May 26, 2002 May 27, 2001
------------ ------------ ------------
Reconciliation of income before income taxes:
Total operating profit from reportable segments 23,389 17,785 19,754
Intercompany profit in ending inventory 28 1,860 (1,116)
----------- ------- --------
Net operating profit 23,417 19,645 18,638
Interest and other income 1,491 1,957 1,374
Interest and other expense (493) (652) (1,986)
Gain on sale of division 15,385
Gain on litigation settlement 537
Write down of investments (6,290)
Gain (loss) on available for sale securities (2,108) 230
----------- ------- --------
Income before income taxes $ 22,844 30,275 18,026
=========== ======= ========
Net sales to two customers of the Company's MRI segments were each in excess of
10% of the Company's total net sales in fiscal 2001. During fiscal 2003 and
2002, the Company's MRI segment had one customer with sales in excess of 10% of
the Company's total net sales. Net sales to each of these customers during the
last three fiscal years were as follows:
Fiscal Year Ended
---------------------------------------------
May 25, May 26, May 27,
(Dollars in Thousands) 2003 2002 2001
--------- -------- -------
Customer A $ 116,310 $110,483 $76,824
Customer B 10,000
--------- -------- -------
Total $ 116,310 $110,483 $86,824
========= ======== =======
Net sales by country, based on the location of the customer, for the last three
fiscal years were as follows:
Fiscal Year Ended
---------------------------------------------
May 25, May 26, May 27,
(Dollars in Thousands) 2003 2002 2001
--------- -------- --------
United States $ 17,983 $ 26,042 $ 36,114
Netherlands 111,915 107,891 76,824
Other countries 17,507 19,361 25,219
--------- -------- --------
Total $ 147,405 $153,294 $138,157
========= ======== ========
All significant long-lived assets of the Company are located within the United
States.
NOTE L - FAIR VALUE OF FINANCIAL INSTRUMENTS
The following disclosure of the estimated fair value of financial instruments is
made in accordance with the requirements of SFAS No. 107, "Disclosures About
Fair Value of Financial Instruments". Although the estimated fair value amounts
have been determined by the Company using available market information and
appropriate valuation methodologies, the estimates presented are not necessarily
indicative of the amounts that the Company could realize in current market
exchanges.
The following methods and assumptions were used by the Company in estimating its
fair value disclosures for financial instruments:
Cash and cash equivalents, receivables, and accounts payable and accrued
expenses: The carrying amounts reported in the consolidated balance sheets
approximate their fair values because of the short maturities of these
instruments.
Available for sale securities and other investments: The fair value of available
for sale securities is estimated based on quoted market prices (see Note D) at
the balance sheet date.
Long-term debt: The carrying value of long-term debt, including current portion,
was approximately $4,668,000 at May 25, 2003, while the estimated fair value was
$4,668,000, based upon interest rates available to the Company for issuance of
similar debt with similar terms and discounted cash flows for remaining
maturities.
NOTE M - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The accumulated balances for each classification of accumulated other
comprehensive income (loss) are as follows:
Accumulated
Foreign Available for Minimum Other
Currency Sale Securities, Derivative Pension Comprehensive
Items Net of Tax Liability Liability Income (Loss)
-------- ---------------- ---------- --------- ------------
Balances at May 28, 2000 $ (642) $ 366 $ - $ - $ (276)
Current period change - 2001 (244) (1,527) - - (1,771)
-------- ---------------- ---------- --------- ------------
Balances at May 27, 2001 (886) (1,161) - - (2,047)
Current period change - 2002 886 523 (268) - 1,141
-------- ---------------- ---------- --------- ------------
Balances at May 26, 2002 - (638) (268) - (906)
Current period change - 2003 - 638 (37) (209) 392
-------- ---------------- ---------- --------- ------------
Balances at May 25, 2003 $ - $ - $ (305) $ (209) $ (514)
======== ================ ========== ========= ============
NOTE N - QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Summarized quarterly financial data for fiscal 2003 and 2002 are as follows:
(Dollars in Thousands, Except Per Share Amounts)
Earnings Per:
----------------------
Net Gross Net Basic Diluted
Sales Margin Income Share Share
------- ------- ------- ----- -----
2003 Quarter Ended
August 25, 2002 $35,180 $13,600 $ 3,668 $0.22 $0.21
November 24, 2002 36,664 14,143 2,655 0.16 0.16
February 23, 2003 37,837 14,631 4,219 0.26 0.25
May 25, 2003 37,724 15,013 4,375 0.26 0.26
2002 Quarter Ended
August 26, 2001 $40,089 $17,239 $ 3,640 $0.23 $0.21
November 25, 2001 38,971 16,034 10,387 0.64 0.60
February 24, 2002 37,201 14,619 3,118 0.19 0.18
May 26, 2002 37,033 14,009 3,444 0.20 0.20
NOTE O - GOODWILL AND OTHER INTANGIBLE ASSETS
Effective May 28, 2001, the Company adopted Statement of Financial Accounting
Standards No. 142 (FAS No. 142), "Goodwill and Other Intangible Assets". FAS No.
142 changed the accounting for goodwill from an amortization method to an
impairment-only approach. An initial transition impairment test was required as
of May 28, 2001. The Company completed this initial transition impairment test
during the second quarter of 2002 which did not result in any impairment
charges. For purposes of applying FAS No. 142, the Company has determined that
the reporting units are consistent with the operating segments identified in
Note K, Segment and Related Information. Fair values of reporting units and the
related implied fair values of their respective goodwill were established using
public company analysis and discounted cash flows.
During fiscal 1997, the Company acquired IGC-Medical Advances Inc. and in fiscal
1998, IGC-Polycold Inc. In connection with the acquisitions, approximately
$13,750,000 was recorded as goodwill.
During l999, the Company completed an agreement with Alstom, S.A. ("Alstom") to
terminate the parties' joint venture, ALSTOM Intermagnetics ("AISA"). AISA, a
previously 45% owned unconsolidated joint venture located in Belfort, France,
was created for the manufacture and sale of superconductive MRI magnet systems
under license from the Company. Effective December 31, 1999, AISA's magnet
production was consolidated in the Company's Latham, New York facility, and AISA
ceased production of superconductive MRI magnet systems. Under the termination
agreement, the Company sold its interest in AISA to Alstom for $300,000. In
consideration of the contractual rights of AISA and Alstom under the termination
agreement, the Company paid AISA $9,000,000 for the purchase of certain assets
with an approximate fair value of $250,000, and other intangibles, comprising
future production rights, as well as technology and a covenant not to compete,
with a total value of $8,750,000.
On June 30, 2000, the Company entered into a non-exclusive, royalty-free
agreement to license certain US and international patents and pending patents
related to superconducting materials and devices. In connection with the
agreement, the Company agreed to pay a lump sum fee payable in two installments.
Additionally, the Company granted the licensor warrants to purchase 105,060
shares of the Company's Common Stock at a price of $18.98 per share. Total costs
of $3,097,000 were recorded as an intangible asset.
The components of other intangibles are as follows:
(Dollars in Thousands)
As of May 25, 2003
----------------------------------------------------
Gross Carrying Accumulated Weighted
Amount Amortization Average Life
------- ------------ ------------
Amortized Intangible Assets
Production Rights $ 8,750 $5,436 5.5
Patents 3,748 782 17.9
Trade Name 960 312 20.0
Unpatented Technology 930 930 20.0
------- ------ ----
$14,388 $7,460 10.6
======= ======
As of May 26, 2002
----------------------------------------------------
Gross Carrying Accumulated Weighted
Amount Amortization Average Life
------- ------------ ------------
Amortized Intangible Assets
Production Rights $ 8,750 $3,845 5.5
Patents 3,738 580 17.9
Trade Name 960 264 20.0
Unpatented Technology 930 930 20.0
------- ------ ----
$14,378 $5,619 9.8
======= ======
Aggregate amortization expense for the years ended May 25, 2003, May 26, 2002,
and May 27, 2001, was $1,841,000, $1,979,000, and $3,094,000, respectively.
Estimated Amortization Expense:
For the year ending May 2004 $1,843
For the year ending May 2005 $1,843
For the year ending May 2006 $ 385
For the year ending May 2007 $ 252
For the year ending May 2008 $ 252
All intangibles are amortized on a straight-line basis.
The table below shows the effect on net income had FAS 142 been adopted in prior
periods.
For the Year Ended For the Year Ended For the Year Ended
---------------------------------------------------------------
May 25, 2003 May 26, 2002 May 27, 2001
----------------------------------------------------------
Net income $14,917 $20,589 $11,067
Goodwill amortization 1,165
----------------------------------------------------
Adjusted net income $14,917 $20,589 $12,232
====================================================
Basic earnings per share:
Net income per common share $ 0.90 $ 1.26 $ 0.72
Effect of accounting change 0.08
----------------------------------------------------
Adjusted net income per common share $ 0.90 $ 1.26 $ 0.80
====================================================
Diluted earnings per share:
Net income per common share $ 0.88 $ 1.19 $ 0.67
Effect of accounting change 0.07
----------------------------------------------------
Adjusted net income per common share $ 0.88 $ 1.19 $ 0.74
====================================================
NOTE P - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
On May 28, 2001, the Company adopted the provisions of FAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities". This standard requires that
all derivative instruments be recognized on the balance sheet at their fair
value and changes in fair value be recognized immediately in earnings, unless
the derivatives qualify as hedges in accordance with the Standard. The change in
fair value for those derivatives that qualify as hedges is recorded in
shareholders' equity as other comprehensive income (loss). The Company has an
interest rate swap which qualifies as a cash flow hedge as defined in the
standard and accordingly, on the date of adoption, the Company recognized an
initial transition adjustment of $128,000 which was recorded as a derivative
liability and other comprehensive loss. For the years ended May 25, 2003 and May
26, 2002, the fair value of the interest rate swap declined an additional
$200,000 and $140,000, respectively. (See Note E)
2. Schedule
INTERMAGNETICS GENERAL CORPORATION
----------------------------------
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Dollars in Thousands)
------------------------------------------------------------
Additions
--------------------------------------------
Charged to
Balance at Charged to Other Balance at
Beginning Costs and Accounts- Deductions- End of Period
DESCRIPTION of Period Expenses Describe Describe
- ------------------------------------------ ---------- ---------- ----------- ----------- -------------
Year Ended May 25, 2003
Deducted from asset accounts:
Allowance for doubtful accounts $ 293 $ 158 $228 (2) $223
Reserve for inventory obsolescence 1,064 930 722 (4) 1,272
Included in liability accounts:
Product warranty reserve 1,326 1,123 977 (1) 1,472
Contract adjustment reserve (3) 58 78 136
Year Ended May 26, 2002
Deducted from asset accounts:
Allowance for doubtful accounts $ 496 $ 230 $433 (2) $ 293
Reserve for inventory obsolescence 4,025 366 1,870 (4)
1,457 (5) 1,064
Included in liability accounts:
Product warranty reserve 1,474 697 845 (1) 1,326
Contract adjustment reserve (3) 228 170 58
Year Ended May 27, 2001
Deducted from asset accounts:
Allowance for doubtful accounts $ 478 $ 206 $ 188 (2) $ 496
Reserve for inventory obsolescence 10,470 1,725 281 (4)
7,889 (5) 4,025
Included in liability accounts:
Product warranty reserve 2,059 458 1,043 (1) 1,474
Contract adjustment reserve (3) 221 7 228
(1) Cost of warranty performed.
(2) Write-off uncollectible accounts.
(3) Classified in the Balance Sheet with other liabilities and accrued expenses.
(4) Write-off or sale of obsolete inventory.
(5) Write-off or sale of obsolete inventory relating to divested businesses.
3. Exhibits
3. Exhibits
Exhibit Index
Exhibit
---------------------
10.12 Restricted Stock Unit Agreement between Intermagnetics General Corporation and
Leo Blecher
10.13 Restricted Stock Unit Agreement between Intermagnetics General Corporation and
Michael K. Burke
10.14 Restricted Stock Unit Agreement between Intermagnetics General Corporation and
Philip J. Pellegrino
10.15 Restricted Stock Unit Agreement between Intermagnetics General Corporation and
David E. Thielman
10.16 SuperPower Inc. Equity Compensation Plan
10.17 2003 Director Compensation Plan
21 Subsidiaries of the Company
23 Consent of Independent Auditors (PricewaterhouseCoopers LLP)
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.