Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended November 23, 2003
-----------------
or
[ ] Transition report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition
period from ________ to ________
Commission file number 1-11344
-------
INTERMAGNETICS GENERAL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 14-1537454
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 Old Niskayuna Road, PO Box 461, Latham, NY 12110-0461
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(518) 782-1122
----------------------------------------------------
(Registrant's telephone number, including area code)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes __X__ No ______
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, $.10 par value - 16,717,990 as of December 31, 2003
1
INTERMAGNETICS GENERAL CORPORATION
CONTENTS
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements:
Consolidated Balance Sheets - November 23, 2003 and May 25, 2003................................3
Consolidated Income Statements - Three and Six Months Ended
November 23, 2003 and November 24, 2002.......................................................5
Consolidated Statements of Cash Flows - Six Months Ended
November 23, 2003 and November 24, 2002.......................................................6
Consolidated Statements of Changes in Shareholders' Equity and Comprehensive Income -
Six Months Ended November 23, 2003 ...........................................................7
Notes to Consolidated Financial Statements......................................................8
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................................................16
Item 3: Quantitative and Qualitative Disclosures About Market Risk.....................................22
Item 4: Controls and Procedures........................................................................22
PART II - OTHER INFORMATION.............................................................................23
SIGNATURES..............................................................................................24
CERTIFICATIONS..........................................................................................25
2
INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts)
November 23, May 25,
2003 2003
----------- -----------
ASSETS (Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 99,150 $ 88,514
Trade accounts receivable, less allowance
(November 23, 2003 - $135; May 25, 2003 - $223) 19,939 23,864
Costs and estimated earnings in excess of
billings on uncompleted contracts 209 188
Inventories:
Consigned products 576 339
Finished products 363 589
Work in process 7,018 6,002
Materials and supplies 8,463 7,280
----------- -----------
16,420 14,210
Deferred income taxes 619 619
Note receivable 3,959
Prepaid expenses and other 3,343 2,756
----------- -----------
TOTAL CURRENT ASSETS 139,680 134,110
PROPERTY, PLANT AND EQUIPMENT
Land and improvements 1,128 1,128
Buildings and improvements 12,172 12,172
Machinery and equipment 41,803 38,461
Leasehold improvements 4,293 3,785
----------- -----------
59,396 55,546
Less accumulated depreciation and amortization 30,859 27,160
----------- -----------
28,537 28,386
INTANGIBLE AND OTHER ASSETS
Goodwill 13,750 13,750
Other intangibles, less accumulated amortization
(November 23, 2003 - $8,381; May 25, 2003 - $7,460) 6,007 6,928
Other assets 1,819 1,881
----------- -----------
TOTAL ASSETS $ 189,793 $ 185,055
=========== ===========
3
INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts)
November 23, May 25,
2003 2003
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY (Unaudited)
CURRENT LIABILITIES
Current portion of long-term debt $ 296 $ 284
Accounts payable 6,307 9,276
Salaries, wages and related items 6,840 7,698
Customer advances and deposits 1,226 544
Product warranty reserve 1,629 1,466
Accrued income taxes 2,145 821
Other liabilities and accrued expenses 4,745 4,156
------------ -----------
TOTAL CURRENT LIABILITIES 23,188 24,245
LONG-TERM DEBT, less current portion 4,233 4,384
DEFERRED INCOME TAXES 1,453 1,453
DERIVATIVE LIABILITY 335 469
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):
November 23, 2003 - 17,908,932 shares;
May 25, 2003 - 17,538,762 shares; 1,791 1,754
Additional paid-in capital 141,734 138,974
Notes receivable from employees (3,421) (3,725)
Retained earnings 35,588 30,916
Accumulated other comprehensive loss (428) (514)
------------ -----------
175,264 167,405
Less cost of Common Stock in treasury
November 23, 2003 - 1,192,878 shares
May 25, 2003 - 1,112,597 shares (14,680) (12,901)
------------ -----------
160,584 154,504
------------ -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 189,793 $ 185,055
============= ===========
See notes to consolidated financial statements.
4
INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED INCOME STATEMENTS
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
Three Months Ended Six Months Ended
--------------------------------- --------------------------------
November 23, November 24, November 23, November 24,
2003 2002 2003 2002
------------ ------------ ------------ ------------
Net sales $ 39,894 $ 36,664 $ 62,163 $ 71,844
Cost of products sold 24,316 22,521 38,100 44,101
-------- -------- -------- --------
Gross margin 15,578 14,143 24,063 27,743
Product research and development 2,759 3,226 5,667 6,698
Selling, general and administrative 5,736 4,952 10,610 9,305
Amortization of intangible assets 460 460 921 920
-------- -------- -------- --------
8,955 8,638 17,198 16,923
-------- -------- -------- --------
Operating income 6,623 5,505 6,865 10,820
Interest and other income 238 244 519 675
Interest and other expense (107) (130) (229) (241)
Loss on available-for-sale securities (2,090) (2,108)
Gain on litigation settlement 537 537
-------- -------- -------- --------
Income before income taxes 6,754 4,066 7,155 9,683
Provision for income taxes 2,344 1,411 2,483 3,360
-------- -------- -------- --------
NET INCOME $ 4,410 $ 2,655 $ 4,672 $ 6,323
======== ======== ======== ========
Net Income per Common Share:
Basic $ 0.26 $ 0.16 $ 0.28 $ 0.38
======== ======== ======== ========
Diluted $ 0.26 $ 0.16 $ 0.28 $ 0.37
======== ======== ======== ========
See notes to consolidated financial statements.
5
INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Six Months Ended
--------------------------------
November 23, November 24,
2003 2002
------------ ------------
OPERATING ACTIVITIES
Net income $ 4,672 $ 6,323
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 3,121 2,954
Stock based compensation 241 302
Loss on sale and disposal of assets 22 46
Realized loss on available-for-sale securities 2,108
Change in discount on note receivable (41) (49)
Change in operating assets and liabilities:
(Increase) decrease in accounts receivable and costs and estimated
earnings in excess of billings on uncompleted contracts 3,904 (152)
(Increase) decrease in inventories and prepaid expenses and other assets (3,004) 362
Decrease in accounts payable and accrued expenses (1,077) (3,484)
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 7,838 8,410
INVESTING ACTIVITIES
Purchases of property, plant and equipment (2,374) (1,570)
Collection of note receivable 4,000
Proceeds from sale of available-for-sale securities 1,363
Proceeds from sale of property, plant and equipment 17
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES 1,626 (190)
FINANCING ACTIVITIES
Proceeds from sale of Common Stock, including exercise of stock options 2,786 359
Proceeds from (advances to) employees Executive Stock Purchase Plan 304 (2,926)
Purchase of Treasury Stock (1,779) (4,402)
Principal payments on note payable and long-term debt (139) (129)
------------ ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 1,172 (7,098)
INCREASE IN CASH AND CASH EQUIVALENTS 10,636 1,122
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 88,514 73,517
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 99,150 $ 74,639
============ ============
See notes to consolidated financial statements.
6
INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
AND COMPREHENSIVE INCOME (LOSS)
Six Months Ended November 23, 2003
(Dollars in Thousands)
(Unaudited)
Accumulated
Additional Other Notes
Common Paid-in Retained Comprehensive Treasury Receivable Comprehensive
Stock Capital Earnings Income (Loss) Stock from Employees Income
--------- ---------- --------- ------------- --------- -------------- -------------
Balances at May 25, 2003 $ 1,754 $ 138,974 $ 30,916 $ (514) $ (12,901) $ (3,725)
Comprehensive income:
Net income 4,672 4,672
Gain on derivative, net of
tax benefit 86 86
-----------
Total comprehensive income $ 4,758
===========
Issuance of 370,170 shares of
Common Stock, related to exercises
of stock options 37 2,760
Repayments of notes receivable 304
Treasury stock purchase (60)
Treasury stock, upon exercise of
stock options (1,719)
---------- ------------ ----------- ----------- --------- ---------
Balances at November 23, 2003 $ 1,791 $ 141,734 $ 35,588 $ (428) $ (14,680) $ (3,421)
========== ============ =========== =========== ========= =========
See notes to consolidated financial statements.
7
INTERMAGNETICS GENERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A - General
In the opinion of Management, the accompanying unaudited consolidated
financial statements contain all adjustments, which are of a normal recurring
nature, necessary to present fairly the Company's financial position at November
23, 2003 and the results of its operations, cash flows and changes in
shareholders' equity for the periods presented. The results for the three and
six months ended November 23, 2003 are not necessarily indicative of the results
to be expected for the entire year. The Consolidated Financial Statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the Company's Consolidated
Financial Statements for the year ended May 25, 2003, filed on Form 10-K on
August 25, 2003.
It is the Company's policy to reclassify prior year consolidated
financial statements to conform to current year presentation.
Note B - Earnings Per Common Share
A summary of the shares used in the calculation of net income per Common Share
is shown below:
(Dollars in Thousands, Except Per Share Amounts)
Three Months Ended Six Months Ended
------------------------------------- ---------------------------------
Nov. 23, 2003 Nov. 24, 2002 Nov. 23, 2003 Nov. 24, 2002
------------- ------------- ------------- -------------
Income available to
Common shareholders $ 4,410 $ 2,655 $ 4,672 $ 6,323
============= ============= ============= =============
Weighted average shares 16,712,945 16,466,089 16,598,222 16,567,001
Dilutive potential Common
Shares:
Warrants 21,189 13,523
Restricted stock 1,707 1,010
Stock options 385,576 503,025 348,840 510,149
------------- ------------- ------------- -------------
Adjusted weighted average
shares 17,121,417 16,969,114 16,961,595 17,077,150
Net income per Common Share:
Basic $ 0.26 $ 0.16 $ 0.28 $ 0.38
============= ============= ============= =============
Diluted $ 0.26 $ 0.16 $ 0.28 $ 0.37
============= ============= ============= =============
8
As of November 23, 2003 the Company had 762,000 shares of restricted
stock, net of forfeitures, outstanding to key 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 five fiscal years ending May 27, 2007. The
maximum vesting schedule in fiscal years 2003 through 2007 is 0%, 0%, 15%, 20%
and 100%, respectively. For the six months ended November 23, 2003, the stock is
not considered dilutive, as the performance criteria have not been met. The
Company will record expense for the restricted stock when management determines
it will be probable that the performance targets will be met. At that time the
expense will be recorded and treated as variable through the date that the
restriction lapses. Additional shares of restricted stock may be granted to
newly hired key employees.
As of November 23, 2003 the Company had granted 7,896 shares of
restricted stock to the Board of Directors. The vesting schedule in fiscal years
2004 through 2008 is 10%, 10%, 10%, 10%, and 60% respectively. For the three and
six months ended November 23, 2003, the Company had recorded expense of $3,750
and $7,500, respectively. No expense was recorded during the six months ended
November 24, 2002.
During the three and six month periods ended November 24, 2002, shares
issuable upon conversion of stock warrants were considered in calculating
"diluted" earnings per share, but have been excluded, as the effect would be
anti-dilutive. Additionally, all stock options in which the average market value
for the period is lower than the exercise price have also been excluded as the
effect would be anti-dilutive.
Note C - New Accounting Pronouncements
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.
9
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 adoption of SFAS No. 150 did not have a
material impact on the Company's consolidated financial statements.
Note D - Stock Compensation
The Company accounts for its stock compensation arrangements under the
provisions of APB No. 25, accounting for stock issued to employees. 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 the three and six months ended November 23, 2003 and
November 24, 2002 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)
Three Months Ended Six Months Ended
------------------------------ ------------------------------
November 23, November 24, November 23, November 24,
2003 2002 2003 2002
------------ ------------ ------------ ------------
Net income (as reported) $ 4,410 $ 2,655 $ 4,672 $ 6,323
Add recorded non-cash stock compensation, net of tax 78 106 157 197
Less non-cash stock compensation under
SFAS No. 123, net of tax (465) (552) (1,010) (1,140)
------------ ------------ ------------ ------------
Pro forma Net Income $ 4,023 $ 2,209 $ 3,819 $ 5,380
Earnings per Common Share (as reported):
Basic $ 0.26 $ 0.16 $ 0.28 $ 0.38
============ ============ ============ ============
Diluted $ 0.26 $ 0.16 $ 0.28 $ 0.37
============ ============ ============ ============
Earnings per Common Share (pro forma):
Basic $ 0.24 $ 0.13 $ 0.23 $ 0.32
============ ============ ============ ============
Diluted $ 0.23 $ 0.13 $ 0.23 $ 0.32
============ ============ ============ ============
10
Note E - 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. 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. 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 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:
SEGMENT DATA
(Dollars in Thousands)
Three Months Ended
----------------------------------------------------------------------------------------
November 23, 2003
----------------------------------------------------------------------------------------
Magnetic Energy
Resonance Imaging Instrumentation Technology Total
------------------ ------------------ ------------------ ----------------
Net sales to external customers:
Magnet systems & components $ 32,335 $ 32,335
Refrigeration equipment $ 6,582 6,582
Other $ 977 977
--------- -------- -------- --------
Total 32,335 6,582 977 39,894
Segment operating profit (loss) 7,513 963 (1,875) 6,601
Total assets $ 171,273 $ 9,218 $ 9,302 $189,793
Three Months Ended
----------------------------------------------------------------------------------------
November 24, 2002
----------------------------------------------------------------------------------------
Magnetic Energy
Resonance Imaging Instrumentation Technology Total
------------------ ------------------ ------------------ ----------------
Net sales to external customers:
Magnet systems & components $ 31,261 $ 31,261
Refrigeration equipment $ 4,999 4,999
Other $ 404 404
--------- -------- -------- --------
Total 31,261 4,999 404 36,664
Segment operating profit (loss) 7,059 12 (1,577) 5,494
Total assets $ 155,199 $ 10,682 $ 7,970 $173,851
11
Six Months Ended
----------------------------------------------------------------------------------------
November 23, 2003
----------------------------------------------------------------------------------------
Magnetic Energy
Resonance Imaging Instrumentation Technology Total
------------------ ------------------ ------------------ ----------------
Net sales to external customers:
Magnet systems & components $ 46,762 $ 46,762
Refrigeration equipment $ 12,392 12,392
Other $ 3,009 3,009
--------- -------- -------- --------
Total 46,762 12,392 3,009 62,163
Segment operating profit (loss) 7,724 1,556 (2,437) 6,843
Total assets $ 171,273 $ 9,218 $ 9,302 $189,793
Six Months Ended
----------------------------------------------------------------------------------------
November 24, 2002
----------------------------------------------------------------------------------------
Magnetic Energy
Resonance Imaging Instrumentation Technology Total
------------------ ------------------ ------------------ ----------------
Net sales to external customers:
Magnet systems & components $ 61,521 $ 61,521
Refrigeration equipment $ 9,556 9,556
Other $ 767 767
--------- -------- -------- --------
Total 61,521 9,556 767 71,844
Segment operating profit (loss) 14,544 (102) (3,649) 10,793
Total assets $ 155,199 $ 10,682 $ 7,970 $173,851
12
The following are reconciliations of the information used by the chief
operating decision maker to the Company's consolidated totals:
(Dollars in Thousands)
Three Months Ended
------------------------------------
Nov. 23, 2003 Nov. 24, 2002
------------- -------------
Reconciliation of income before income taxes:
Total operating profit from reportable segments $ 6,601 $ 5,494
Intercompany profit in ending inventory 22 11
-------- --------
Net operating profit 6,623 5,505
Interest and other income 238 244
Interest and other expense (107) (130)
Loss on available for sale securities (2,090)
Gain on litigation settlement 537
-------- --------
Income before income taxes $ 6,754 $ 4,066
======== ========
Six Months Ended
------------------------------------
Nov. 23, 2003 Nov. 24, 2002
------------- -------------
Reconciliation of income before income taxes:
Total operating profit from reportable segments $ 6,843 $ 10,793
Intercompany profit in ending inventory 22 27
-------- --------
Net operating profit 6,865 10,820
Interest and other income 519 675
Interest and other expense (229) (241)
Loss on available for sale securities (2,108)
Gain on litigation settlement 537
-------- --------
Income before income taxes $ 7,155 $ 9,683
======== ========
Note F - Business Combinations, Goodwill and Other Intangible Assets
The Company adopted Statements of Financial Accounting Standards
("SFAS") No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other
Intangible Assets" effective May 28, 2001. SFAS No. 141 requires that all
business combinations be accounted for under the purchase method only and that
certain acquired intangible assets in a business combination be recognized as
assets apart from goodwill. SFAS No. 142 requires that ratable amortization of
goodwill be replaced with periodic tests of the goodwill's impairment and that
identifiable intangible assets other than goodwill be amortized over their
useful lives. SFAS No. 141 is effective for all business combinations initiated
after June 30, 2001 and for all business combinations accounted for by the
purchase method for which the date of acquisition is after June 30, 2001.
13
The components of other intangibles are as follows:
(Dollars in Thousands)
As of November 23, 2003
----------------------------------------------------
Weighted
Gross Carrying Accumulated Average Life
Amount Amortization in Years
-------------- -------------- --------------
Amortized Intangible Assets
Production Rights $ 8,750 $ 6,231 5.5
Patents 3,748 884 17.9
Trade Name 960 336 20.0
Unpatented Technology 930 930 5.0
-------- -------- -------
$ 14,388 $ 8,381 9.7
======== ========
Aggregate amortization expense for the three and six months ended
November 23, 2003 and November 24, 2002 was $460,000 and $460,000 and $922,000
and $920,000, 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.
There have been no changes in the carrying amount of goodwill for the
quarter ended November 23, 2003. Management has evaluated goodwill for
impairment during the quarter ended November 23, 2003 in accordance with SFAS
No. 142 and determined no impairment exists.
Note G - Derivative Instruments and Hedging Activities
The Company adopted Statement of Financial Accounting Standards
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities"
effective May 26, 2001. SFAS No. 133, as amended, requires that all derivative
instruments be recorded on the balance sheet at their fair value.
The Company has entered into interest rate swap agreements to reduce
the effect of changes in interest rates on its floating rate long-term debt. At
November 23, 2003, the Company had outstanding interest rate swap agreements
with a commercial bank, having a notional principal amount of approximately $4.5
million. Those agreements effectively change the Company's interest rate
exposure on its mortgages due in 2005 to a fixed 6.88%. The interest rate swap
agreement matures at the time the related notes mature. The Company is exposed
to credit loss in the event of non-performance by the other parties to the
interest rate swap agreement. However, the Company does not anticipate
non-performance by the counterparties.
Changes in the fair value of derivatives are recorded each period in
current earnings or other comprehensive income, depending on whether a
derivative is designated as part of a hedge transaction and, if it is, the type
of hedge transaction. For the three and six months ended November 23, 2003, the
Company recorded other comprehensive gain of $14,000 and $86,000, respectively
net of tax.
14
Note H - Subsequent Event(s)
On December 17, 2003, the Company entered into a definitive agreement
to acquire all the outstanding common stock of Invivo Corporation ("Invivo").
The deal is structured as an all cash transaction valued at $22.00 per share
which creates a fully diluted enterprise value of approximately $152 million.
The Company intends to finance this acquisition through a combination of cash on
hand, and a recently obtained $100 million unsecured credit facility
underwritten by a group of commercial lenders. Invivo designs, manufactures and
markets monitoring systems that measure and display vital signs of patients in
medical settings, particularly during magnetic resonance imaging procedures. The
Company anticipates closing this acquisition in late January 2004.
On December 17, 2003, the Company entered into a Credit Facility with a
group of commercial lenders under which the Company may borrow up to $100
million in the aggregate consisting of (i) up to $75 million in a five-year
revolving credit facility and (ii) a $25 million five-year term loan facility.
Both facilities have maturity dates five years from the effective date of these
loans. Proceeds of this facility are to be used for the acquisition of Invivo
Corporation including direct costs associated with the acquisition and this
credit facility, refinance existing debt of the Company and of Invivo
Corporation, and to provide working capital for general corporate requirements
of the Company. This facility replaces the Company's existing unsecured $50.0
million line of credit.
The term loan will be payable quarterly in scheduled amounts; 15% in
years one and two, 20% in year three, and 25% in years four and five.
The Credit Facility contains a prepayment provision whereby certain
amounts borrowed must be repaid upon the occurrence of certain specified events
and conditions, including issuance of any equity, proceeds from the issuance of
any additional debt, certain asset sales, insurance proceeds and excess cash
flows, subject to debt leverage ratios, as defined in the Credit Facility.
Borrowings under the facilities will bear interest, at the Company's
option, at: (x) the higher of Wachovia's prime commercial lending rate or the
federal funds rate plus 0.50% per annum, plus the applicable margin rate based
on the Company's leverage ratio (the ratio of total debt to earnings before
interest, taxes, depreciation and amortization) (the "Leverage Ratio") which for
the first two full fiscal quarters following the closing of the Credit
Agreement, will be 0.50% per annum; or (y) the applicable London Interbank
Offered Rate ("LIBOR") plus the applicable LIBOR margin rate based on the
Company's Leverage Ratio, which, for the first two full fiscal quarters
following the closing of the Credit Agreement, will be 1.50% per annum.
In addition, the Company is obligated to pay a commitment fee on the
unutilized portion of the Revolving Loan of 0.30% per annum. The Company will
also pay underwriting and administration fees, reimburse certain expenses and
provide certain indemnities.
The agreement is unsecured and unconditionally guaranteed by each
existing and subsequently acquired or organized domestic subsidiary of the
Company. The Company must also comply with certain financial and operational
covenants. The most restrictive financial covenants include various debt to
EBITDA, tangible net worth and fixed charge coverage ratios as defined in the
Credit Facility.
15
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Intermagnetics General Corporation ("Intermagnetics", "Company", "we"
or "us") makes forward-looking statements in this document. Typically, we
identify forward-looking statements with words like "believe," "anticipate,"
"perceive," "expect," "estimate" and similar expressions. Unless a passage
describes a historical event, it should be considered a forward-looking
statement. These forward-looking statements are not guarantees of future
performance and involve important assumptions, risks, uncertainties and other
factors that could cause the Company's actual results for fiscal year 2003 and
beyond to differ materially from those expressed in the forward-looking
statements. These important factors include, without limitation, the
assumptions, risks, and uncertainties set forth in this Management's Discussion
and Analysis of Financial Condition and Results of Operations, as well as other
assumptions, risks, uncertainties and factors disclosed throughout this report.
Except for our continuing obligations to disclose material information
under federal securities laws, we are not obligated to update these
forward-looking statements, even though situations may change in the future. We
qualify all of our forward-looking statements by these cautionary statements.
Company Overview
The Company operates in three reportable operating segments: Magnetic
Resonance Imaging (MRI), Instrumentation, and Energy Technology. The MRI segment
consists primarily of the manufacture and sale of magnet systems (by the
IGC-Magnet Business Group) and radio frequency coils (by IGC-Medical Advances
Inc.). These products are used principally in the medical diagnostic imaging
market. 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.
The Energy Technology segment, operated through SuperPower, Inc. is developing
second generation, high-temperature superconducting (HTS) materials that we
expect to use in devices designed to enhance capacity, reliability and quality
of transmission and distribution of electrical power.
Intersegment sales and transfers are accounted for as if the sales or
transfers were to third parties, that is, at current market prices. The Company
evaluates the performance of its reportable segments based on operating income
(loss). The Company operates on a 52/53-week fiscal year ending the last Sunday
during the month of May.
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.
16
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 November 23,
2003 and November 24, 2002, these systems comprised approximately 0.0% and 8.1%,
respectively of consolidated revenue for the three month periods then ended.
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 recorded a provision amounting to about $2.0 million for
potential environmental remediation for businesses disposed of during fiscal
2002. These provisions are based upon in part, on the advice from environmental
engineers that have visited the sites and understand the scope of the project,
should a cleanup be required. These engineers are experienced in such matters
and with the appropriate government rulings in similar circumstances. We have
made our provision based on the estimate provided which did not include any
range of loss. Therefore, we are unable to identify or estimate any additional
loss that is reasonably possible. The Company believes these provisions are
adequate based on estimates from environmental engineers. If unexpected costs
related to the environmental issues are incurred additional provisions will be
needed.
17
The Company records an investment impairment charge on
available-for-sale securities when it believes an investment has experienced a
decline in value that is other than temporary. Future adverse changes in market
conditions or poor operating results of underlying investments could result in
losses or an inability to recover the carrying value of the investment. The
Company owns approximately 15% of the common stock of KryoTech a privately held
corporation. During fiscal year 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.
Results Of Operations
Sales increased about $3.2 million or 8.8%, to $39.9 million, for the
three months ended November 23, 2003, from $36.7 million for the same period
last year. This increase was achieved through contributions from each segment
which was driven by increased product demand as well as additional government
funding in our Energy Technology segment.
For the six months ended November 23, 2003, sales decreased $9.7
million or 13.5% to $62.2 million from $71.9 million for the same period last
year. This decrease is primarily driven by the first quarter decline in MRI
segment sales as a result of the anticipated decrease in magnet shipments,
partially offset by increased sales from our Instrumentation segment and
additional funding received in our Energy Technology segment.
MRI Segment Sales
Sales during the quarter for the MRI segment increased $1.1 million or
3.4%, to $32.3 million compared to the same quarter last year. This increase is
largely due to a $1.6 million increase in RF-Coil sales primarily to our
original equipment manufacturing customers. Although total magnet shipments
increased over the second quarter of last year, an unfavorable magnet mix
partially offset the increase in RF coil sales.
For the six months ended November 23, 2003, MRI segment sales decreased
$14.8 million or 24.0% to $46.8 million from the same six month period last
year. This decrease is primarily the result of the previously disclosed planned
decline in magnet shipments during the first quarter. This amounted to about
$16.5 million related to the transition of managing supply chain logistics for
Philips Medical Systems in return for an enhanced and extended exclusive supply
contract. This decrease was partially offset by a strong increase in RF-Coil
sales of about $1.8 million.
Instrumentation Segment Sales
Instrumentation segment sales for the three months ended November 23,
2003, increased $1.6 million, or 31.7% to $6.6 million over the same period last
year. This increase is primarily due to continued sales growth in our vacuum
markets in Asia and domestically, as well as developing strength in the
semiconductor market.
For the six months ended, sales increased $2.8 million or 29.7% to
$12.4 million over the same six month period last year. This increase,
consistent with the current quarter, was primarily driven by continued strength
in our vacuum market as well as increasing demand in the semiconductor market.
18
Energy Technology Segment Sales
Sales of the Energy Technology segment increased $573,000 and $2.2
million for the three and six months ended November 23, 2003, respectively over
their corresponding periods last year as result of additional funding received
on existing programs primarily involving HTS devices.
Gross Margin
Overall, gross margin increased $1.4 million to about $15.6 million or
39% of sales for the three months ended November 23, 2003 from $14.1 million or
39% of sales for the same period last year. Increased RF-Coil sales contributed
to an increase for the MRI segment of about $550,000. The Instrumentation
segment added to this increase by $775,000 through an improved performance
primarily from within the vacuum product line. The Energy Technology segment
experienced a gross profit increase of nearly $100,000 resulting from increased
funding on our existing HTS programs.
During the six months ended, gross margin decreased by about $3.7
million to $24.1 million or 39% of sales from $27.7 million or 39% of sales for
the same six month period last year. Reduced magnet shipments during the first
quarter and lower average selling prices resulting from the new contract with
Philips Medical Systems combined with the inability to fully absorb fixed costs
during this planned decline in production was partially offset by an increase in
RF-Coil sales, resulting in a MRI segment decrease of $6.7 million. Partially
offsetting this decline, the Instrumentation segment increased $1.7 million
primarily through improved sales in the vacuum market. In addition, the Energy
Technology segment increased $1.4 million relating to $1.2 million of funding
received for costs that were expensed in prior periods as well as increased
funding on our existing HTS programs.
Product Research and Development
Product research and development declined $467,000 or 14.5% to $2.8
million from $3.2 million for the three months ended November 23, 2003. This
decrease primarily resulted from increased third party funding of about $714,000
for continued development on magnet systems, partially offset by increased
spending on various HTS projects in our Energy Technology segment amounting to
$306,000. Although internal spending declined actual technology development
efforts increased as a result of additional third party funding.
For the six months ended, product research and development decreased
about $1.0 million or 15.4% from $6.7 million for the same period last year.
This decrease primarily resulted from increased third party funding of about
$1.2 million for continued development on magnet systems, partially offset by
increased spending on various HTS projects in our Energy Technology segment
amounting to $120,000. Although internal spending declined actual technology
development efforts increased as a result of additional third party funding.
Selling, General and Administrative
For the three months ended November 23, 2003, selling, general and
administrative expenses, increased $784,000 from prior year or nearly 16.0% to
$5.7 million. This increase is primarily due to increases in staffing, incentive
compensation including commissions and relocation costs in filling open
positions in our MRI Segment totaling about $660,000. In addition, professional
and consulting fees increased about $180,000.
19
Selling, general and administrative expenses increased about $1.3
million or 14% to $10.6 million for the six months ended November 23, 2003 from
$9.3 million for the same period last year. This increase is primarily driven by
increases in staffing, incentive compensation and relocation costs in filling
various open positions of approximately $1.2 million.
Operating income
For the three months ended November 23, 2003, operating income
increased $1.1 million or 20.3% over the same period last year primarily due to
improved sales, reduced research and development expense as a result of
increased third party funding, partially offset by increased selling, general
and administrative costs.
During the six months ended November 23, 2003, operating income
decreased nearly $4.0 million from $10.8 million to $6.9 million. This decrease
was primarily the result of the reduced magnet sales in our MRI segment during
the first quarter. Offsetting to the MRI segment decline was a decrease in our
net investment in the Energy Technology segment combined with continued sales
growth and related gross margin in our Instrumentation segment.
Interest and other
Interest and other income of $238,000 for the current quarter was
consistent with the same period last year, but decreased $156,000 for the six
months ended November 23, 2003 to $519,000. This decrease is primarily driven by
the continued decline in the interest rate environment partially offset by our
larger cash balances.
During the three months ended November 24, 2002, The Company sold its
remaining shares of Ultralife Batteries Inc. and realized a pre-tax loss of $2.1
million. During the same quarter, the Company realized a $537,000 gain resulting
from a favorable settlement of trade litigation.
Our effective tax rate of 34.7% for the six months ended November 23,
2003 was unchanged from the previous year. We expect our effective tax rate to
remain the same as we continue to review effective tax strategies.
Liquidity and Capital Commitments
For the six months ended November 23, 2003, we generated $7.8 million
in cash from operating activities compared to $8.4 million of cash generated in
the same period last year. The decrease in cash generated, which was primarily
driven by the decrease in earnings and non-cash expenses of $3.7 million, was
partially offset by a decrease in working capital items of $3.1 million. In the
current period, cash generated by investing activities of $1.6 million increased
$1.8 million from the $190,000 of cash used during the same period last year
primarily from collecting the $4.0 million note receivable which was the final
payment from the sale of IGC-Advanced Superconductors to Outokumpu Advanced
Superconductors, Inc. in fiscal year 2002. This was partially offset by plant,
property and equipment purchases of $2.4 million. During the same six month
period last year, investing activities consisted of about $1.6 million of plant,
property and equipment purchases partially offset by proceeds from the sale of
available-for-sale securities of $1.4 million. Financing activities for the six
months ended November 23, 2003, generated $1.2 million which primarily comprised
$2.8 million of proceeds received from exercised options partially offset by
$1.8 million of treasury stock. This is compared to the $7.1 million of cash
20
used in the same period last year which mainly consisted of $4.4 million of
treasury stock purchases and $2.9 million of advances to employees under the
shareholder approved executive stock purchase plans.
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 as of November 23, 2003 consisted
of capital equipment commitments of approximately $1.2 million. These
commitments consisted of machinery, equipment and tooling used to improve the
production process and in research and development. Additionally, some of the
capital commitment is for computers and computer equipment to improve
engineering efficiency. Individually, none of these commitments are considered
significant.
We believe we have adequate resources to meet our needs for the
short-term from our existing cash balances, our expected cash generation in the
current fiscal year, and our available line of credit. Longer-term, with
substantial increases in sales volume and/or large research and development or
capital expenditure requirements to pursue new opportunities in the Energy
Technology segment, we may need to raise additional funds. We would expect to be
able to do so through additional lines of credit, public offerings or private
placements. However, in the event funds were not available from these sources,
or on acceptable terms, we would expect to manage our growth within the
financing available.
Inflation has not had a material impact on our financial statements.
At November 23, 2003, we had a $50 million unsecured line of credit
with three banks. Borrowings under the line bear interest at the London
Interbank Offered Rate (LIBOR) plus an applicable margin or prime plus an
applicable margin, at our option. The line was not in use during the six months
ended November 23, 2003. This line of credit was replaced by the $100 million
credit facility executed on December 17, 2003 as discussed below.
On December 17, 2003, we entered into a definitive agreement to acquire
all the outstanding common stock of Invivo Corporation ("Invivo"). The deal is
structured as an all cash transaction valued at $22.00 per share which creates a
fully diluted enterprise value of approximately $152 million. It is management's
intention to finance this acquisition through a combination of cash on hand, and
a recently obtained $100 million unsecured credit facility underwritten by a
group of commercial lenders. Invivo designs, manufactures and markets monitoring
systems that measure and display vital signs of patients in medical settings,
particularly during magnetic resonance imaging procedures. We anticipate closing
on this acquisition in late January 2004.
On December 17, 2003, we entered into a Credit Facility with a group of
commercial lenders under which the we may borrow up to $100 million in the
aggregate consisting of (i) up to $75 million in a five-year revolving credit
facility and (ii) a $25 million five-year term loan facility. Both facilities
have maturity dates five years from the effective date of these loans. Proceeds
of this facility are to be used for the acquisition of Invivo Corporation
including direct costs associated with the acquisition and this credit facility,
refinance existing debt of the Company and of Invivo Corporation, and to provide
working capital for general corporate requirements of the Company. This facility
replaces our existing unsecured $50.0 million line of credit. See also Note H in
the Company's notes to consolidated financial statements.
21
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's exposure to market risk through derivative financial
instruments and other financial instruments, such as investments in short-term
marketable securities and long-term debt, is not material. The financial
instruments of the Company that are interest rate dependent are an unsecured
line of credit and a mortgage payable. The Company manages interest rates
through various methods within contracts. On its mortgage payable, the Company
negotiated an "interest rate swap" agreement that, in effect, fixes the rate at
6.88%. With respect to its unsecured line of credit, the Company may elect to
apply interest rates to borrowings under the line which relate to either LIBOR
plus an applicable margin, or prime plus an applicable margin, whichever is most
favorable. The Company's objective in managing its exposure to changes in
interest rates is to limit the impact of changing rates on earnings and cash
flow and to lower its borrowing costs. With regards to invested cash the Company
invests only in high quality, low risk securities backed by the full faith of
the United States Government. The duration of these securities are an average
weighted duration of 90 days.
The Company does not believe that its exposure to commodity and foreign
exchange risk is material.
ITEM 4: CONTROLS AND PROCEDURES
The Company, with the participation of its management, including its
Chief Executive Officer and Chief Financial Officer, has carried out an
evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) as of a date within 90 days prior to the filing date of this quarterly
report. Based upon, and as of the date of, that evaluation, the Chief Executive
Officer and the Chief Financial Officer concluded that the disclosure controls
and procedures of the Company were effective in ensuring that information
required to be disclosed in the periodic reports that it files or submits under
the Exchange Act is accumulated and communicated to the management of the
Company, including its Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure.
There have been no significant changes in the Company's internal
controls, or in other factors that could significantly affect these controls,
subsequent to the date of the evaluation referred to above. There were no
significant deficiencies or material weaknesses identified in the evaluation
and, therefore, no corrective actions has been taken since the date of the
evaluation.
22
PART II: OTHER INFORMATION
ITEM 4: Submission of Matters to a Vote of Security Holders
(a) The November 2003 Annual Meeting of Shareholders of the
Company was held on November 13, 2003.
(b)(i) At the Annual Meeting, the Shareholders of the Company
approved an increase to the number of shares available for
issuance under the 2000 Stock Option and Award Plan by 500,000
shares. The vote was 8,655,061 FOR; 1,970,015 AGAINST; 68,830
ABSTAIN.
(b)(ii) At the Annual Meeting, the Shareholders of the Company elected
to the Board of Directors all three nominees with the
following vote:
BROKER
DIRECTOR FOR WITHHELD ABSTAIN NON-VOTES
------------------------ -------------------- ------------------- ------------------ ------------------
Michael E. Hoffman 15,464,631 477,242 -- --
------------------------ -------------------- ------------------- ------------------ ------------------
Thomas L. Kempner 15,375,389 566,484 -- --
------------------------ -------------------- ------------------- ------------------ ------------------
Sheldon Weinig 15,374,982 566,891 -- --
------------------------ -------------------- ------------------- ------------------ ------------------
The terms of the Directors that continued after this Annual Meeting
included; John M. Albertine, Glenn H. Epstein, Larry G. Garberding, and
James S. Hyde.
ITEM 6: Exhibits and Reports on Form 8K.
(a) Exhibits
10.1 Credit Agreement for $100 million dated December 17,
2003 between Intermagnetics General Corporation and
its domestic subsidiaries (borrower) with Wachovia
Bank, N.A. (administrative agent), JPMorgan Chase
Bank (syndication agent) and KeyBank
N.A.(documentation agent)
Certifications of Chief Executive Officer and Chief Financial Officer
31.1 Rule 13a-14(a)/15d-14(a) Certification (Chief
Executive Officer)
31.2 Rule 13a-14(a)/15d-14(a) Certification (Chief
Financial Officer)
32.1 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.
32.2 Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as added by Section 906 of
the Sarbanes-Oxley Act of 2002.
(b) Reports filed on Form 8K
None
23
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERMAGNETICS GENERAL CORPORATION
Dated: January 5, 2004 By: /s/ Glenn H. Epstein
--------------------------------
Glenn H. Epstein
Chairman and Chief Executive Officer
Dated: January 5, 2004 By: /s/ Michael K. Burke
--------------------------------
Michael K. Burke
Executive Vice President and
Chief Financial Officer
24