UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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 0-9722
INTERGRAPH CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 63-0573222
- ------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Huntsville, Alabama 35894-0001
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(Address of principal executive offices) (Zip Code)
(256) 730-2000
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(Registrant's telephone number, including area code)
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 whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes X No
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Common stock, par value $0.10 per share: 46,393,628 shares
outstanding as of June 30, 2003
======================================================================
INTERGRAPH CORPORATION
FORM 10-Q*
June 30, 2003
INDEX
Page No.
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
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Consolidated Balance Sheets at June 30, 2003, and
December 31, 2002 2
Consolidated Statements of Income for the quarters and six
months ended June 30, 2003, and 2002 3
Consolidated Statements of Cash Flows for the six months
ended June 30, 2003, and 2002 4
Notes to Consolidated Financial Statements 5 - 11
Item 2. Management's Discussion and Analysis of Financial Condition
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and Results of Operations 12 - 18
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Item 3. Quantitative and Qualitative Disclosures About Market Risk 19
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Item 4. Controls and Procedures 19
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PART II. OTHER INFORMATION
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Item 1. Legal Proceedings 20 - 21
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Item 4. Submission of Matters to a Vote of Security Holders 21
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Item 5. Other 21
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Item 6. Exhibits and Reports on Form 8-K 22
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SIGNATURES 23
* Information contained in this Form 10-Q includes statements that are forward-
looking as defined in Section 21E of the Securities Exchange Act of 1934.
Actual results may differ materially from those projected in the forward-
looking statements. Information concerning factors that could cause actual
results to differ materially from those in the forward-looking statements is
described in the Company's filings with the Securities and Exchange Commission,
including its most recent Annual Report on Form 10-K and this Form 10-Q.
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
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INTERGRAPH CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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June 30, December 31,
2003 2002
- --------------------------------------------------------------------------------
(In thousands, except share and per share amounts)
Assets
Cash and cash equivalents $469,683 $490,097
Short-term investments 28,874 15,927
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Total cash and short-term investments 498,557 506,024
Accounts receivable, net 152,229 152,187
Inventories, net 17,931 19,397
Other current assets 39,184 39,795
- --------------------------------------------------------------------------------
Total current assets 707,901 717,403
Investments in affiliates 10,043 20,700
Capitalized software development costs, net 30,989 29,830
Other assets, net 15,731 16,889
Property, plant, and equipment, net 50,365 50,818
- --------------------------------------------------------------------------------
Total Assets $815,029 $835,640
================================================================================
Liabilities and Shareholders' Equity
Trade accounts payable $17,179 $17,850
Accrued compensation 30,610 31,541
Other accrued expenses 36,980 35,730
Billings in excess of sales 49,347 43,908
Income taxes payable 28,382 67,477
Short-term debt --- 169
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Total current liabilities 162,498 196,675
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Deferred income taxes 16,076 16,260
Other noncurrent liabilities 844 995
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Total noncurrent liabilities 16,920 17,255
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Shareholders' equity:
Common stock, par value $0.10 per share - 100,000,000
shares authorized; 57,361,362 shares issued 5,736 5,736
Additional paid-in capital 203,198 206,888
Retained earnings 594,929 586,020
Accumulated other comprehensive income (loss) 6,247 (659)
- --------------------------------------------------------------------------------
810,110 797,985
Less - cost of treasury shares (10,967,734 at
June 30, 2003, and 11,198,767 at December 31,
2002) (174,499) (176,275)
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Total shareholders' equity 635,611 621,710
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Total Liabilities and Shareholders' Equity $815,029 $835,640
================================================================================
The accompanying notes are an integral part of these consolidated financial
statements.
INTERGRAPH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
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Quarter Ended June 30, Six Months Ended June 30,
2003 2002 2003 2002
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(In thousands, except per share amounts)
Revenues
Systems $ 72,819 $ 67,460 $143,225 $138,354
Maintenance 34,053 30,167 64,110 58,329
Services 20,475 24,943 40,565 48,983
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Total revenues 127,347 122,570 247,900 245,666
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Cost of revenues
Systems 37,917 32,899 74,377 69,396
Maintenance 12,779 13,516 25,075 27,732
Services 15,066 17,312 30,262 33,875
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Total cost of revenues 65,762 63,727 129,714 131,003
- --------------------------------------------------------------------------------
Gross profit 61,585 58,843 118,186 114,663
Product development 14,605 12,451 26,477 24,717
Sales and marketing 25,612 24,926 50,289 47,503
General and administrative 18,509 18,548 34,326 34,452
- --------------------------------------------------------------------------------
Income from operations 2,859 2,918 7,094 7,991
Intellectual property income
(expense), net (4,335) 293,320 995 290,166
Gains (losses) on sales of assets (65) 17,015 1,155 18,545
Interest income 1,676 1,665 3,599 2,661
Other income (expense), net (326) 804 (369) 1,449
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Income (loss) before income
taxes and minority interest (191) 315,722 12,474 320,812
Income tax benefit (expense) 985 (35,100) (3,565) (35,750)
- --------------------------------------------------------------------------------
Income before minority interest 794 280,622 8,909 285,062
Minority interest in earnings of
consolidated subsidiaries --- (35) --- (97)
- --------------------------------------------------------------------------------
Net income $ 794 $280,587 $ 8,909 $284,965
================================================================================
Net income per share - basic $ 0.02 $ 5.67 $ 0.19 $ 5.73
- diluted $ 0.02 $ 5.37 $ 0.18 $ 5.44
================================================================================
Weighted average shares
outstanding - basic 46,275 49,506 46,238 49,729
- diluted 48,404 52,204 48,412 52,375
================================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
INTERGRAPH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Six Months Ended June 30, 2003 2002
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(In thousands)
Cash Provided By (Used For):
Operating Activities:
Net income $ 8,909 $284,965
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 4,116 4,766
Amortization 8,192 7,303
Provisions for losses on accounts receivable 532 1,532
Noncurrent portion of deferred taxes (620) 19,192
Income taxes payable (38,975) 26,371
Gains on sales of assets (1,155) (18,545)
Net changes in current assets and liabilities 8,190 (28,327)
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Net cash provided by (used for) operating activities (10,811) 297,257
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Investing Activities:
Net proceeds from sales of assets 3,490 18,798
Purchases of property, plant, and equipment (3,658) (4,656)
Purchases of short-term investments (17,888) (254,197)
Proceeds from maturities of short-term investments 16,857 11,035
Capitalized software development costs (5,691) (6,265)
Business acquisitions (2,030) (981)
Other (1,108) (1,394)
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Net cash used for investing activities (10,028) (237,660)
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Financing Activities:
Gross borrowings 31 1,044
Debt repayment (200) (1,520)
Purchase of treasury stock (9,341) (66,819)
Proceeds of employee stock purchases and exercise of
stock options 7,427 4,485
Other 9 ---
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Net cash used for financing activities (2,074) (62,810)
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Effect of exchange rate changes on cash 2,499 4,475
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Net increase (decrease) in cash and cash equivalents (20,414) 1,262
Cash and cash equivalents at beginning of period 490,097 99,773
- --------------------------------------------------------------------------------
Cash and cash equivalents at end of period $469,683 $101,035
================================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
INTERGRAPH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The unaudited consolidated financial statements include the accounts
of Intergraph Corporation (the "Company" or "Intergraph") and its
majority-owned subsidiaries.
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of normal
recurring items) necessary for a fair presentation of results for the
interim periods presented. These unaudited interim financial
statements should be read in conjunction with the audited
consolidated financial statements and related notes contained in the
Company's Annual Report on Form 10-K for the year ended December 31,
2002 ("2002 Annual Report").
The operating results for the quarter and six months ended June 30,
2003, are not necessarily indicative of the results that may be
expected for the year ending December 31, 2003.
The Company's operations are divided for operational and management
purposes into four separate business segments, along with a corporate
oversight function ("Corporate"): Intergraph Process, Power &
Offshore ("PPO"), Intergraph Mapping and Geospatial Solutions
("IMGS"), Intergraph Solutions Group ("ISG"), and Intergraph Public
Safety, Inc. ("IPS"). See Note 13 for a description of these
business segments.
Certain reclassifications have been made to the prior year amounts to
provide comparability with the current year presentation. To provide
consistency of reported results, all income and expenses associated
with the intellectual property division, including related legal
expenses, are now classified as "Intellectual property income
(expense), net" in the consolidated statements of income.
NOTE 2 - STOCK-BASED COMPENSATION
In accordance with the disclosure provisions of Statement of
Financial Accounting Standards ("SFAS") No. 123 "Accounting for Stock-
Based Compensation," the Company has elected to apply Accounting
Principles Board Opinion No. 25 "Accounting for Stock Issued to
Employees" and related Interpretations in accounting for its stock-
based plans. Accordingly, the Company recognized no compensation
expense for these plans during the quarter and six-month periods
ended June 30, 2003, and 2002. Had the Company accounted for its
stock-based compensation plans based on the fair value of awards at
grant date consistent with the methodology of SFAS 123, the Company's
reported net income and income per share for these periods would have
been impacted as indicated below. The effects of applying SFAS 123
on a pro forma basis for the quarter and six-month periods ended June
30, 2003, and 2002, are not likely to be representative of the
effects on reported pro forma net income for future periods as
options vest over several years and as it is anticipated that
additional grants will be made in future years.
- --------------------------------------------------------------------------------
Quarter Ended June 30, Six Months Ended June 30,
2003 2002 2003 2002
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(In thousands, except per share amounts)
Net income As reported $ 794 $280,587 $8,909 $284,965
Deduct: Total stock-based employee
compensation expense determined
under fair-value-based method for
all awards (net of income tax) (450) (498) (751) (1,000)
- --------------------------------------------------------------------------------
Pro forma $ 344 $280,089 $8,158 $283,965
================================================================================
Basic income per share As reported $ 0.02 $ 5.67 $ 0.19 $ 5.73
Pro forma $ 0.01 $ 5.66 $ 0.18 $ 5.71
Diluted income per
share As reported $ 0.02 $ 5.37 $ 0.18 $ 5.44
Pro forma $ 0.01 $ 5.37 $ 0.17 $ 5.42
================================================================================
NOTE 3 - INVENTORIES
Inventories are stated at the lower of average cost or market and are
summarized as follows:
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June 30, December 31,
2003 2002
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(In thousands)
Raw materials $ 6,989 $7,011
Work-in-process 3,285 2,856
Finished goods 3,018 3,457
Service spares 4,639 6,073
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Totals $17,931 $19,397
================================================================================
Inventories on hand at June 30, 2003, and December 31, 2002, relate
primarily to continuing specialized hardware assembly activity in the
Company's IMGS and ISG business segments, and to the Company's
continuing warranty and maintenance obligations on computer hardware
previously sold. Amounts reflected as work-in-process relate to
sales contracts accounted for under the percentage-of-completion
method.
NOTE 4 - CAPITALIZED SOFTWARE DEVELOPMENT COSTS
Product development costs are charged to expense as incurred;
however, the costs incurred for the development of computer software
that will be sold, leased, or otherwise marketed are capitalized when
technological feasibility of the product has been established. Such
capitalized costs are amortized on a straight-line basis over a
period of two to seven years. Amortization of these capitalized
costs, included in "Cost of revenues - Systems" in the consolidated
statements of income, amounted to $2.6 million in second quarter 2003
compared to $1.3 million in second quarter 2002, and $4.5 million and
$2.3 million in the first six months of 2003 and 2002, respectively.
Due to net realizable value concerns, the Company did not capitalize
product development expenses of $3.1 million and $2.6 million in
second quarter 2003 and 2002, respectively, and $6 million and $5.1
million in the first six months of 2003 and 2002, respectively, for
costs normally eligible for capitalization. See Note 5 for further
information regarding capitalized software development costs and
accumulated amortization.
NOTE 5 - INTANGIBLE ASSETS
The Company's intangible assets include capitalized software
development costs (included as a separate line in the consolidated
balance sheets) and other intangible assets (included in "Other
assets, net" in the consolidated balance sheets).
At June 30, 2003, and December 31, 2002, the Company's intangible
assets and related accumulated amortization consisted of the
following:
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June 30, 2003 December 31, 2002
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Accumulated Accumulated
Gross Amortization Net Gross Amortization Net
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(In thousands)
Capitalized software
development $50,082 $(19,093) $30,989 $44,417 $(14,587) $29,830
Other intangible assets 47,202 (36,193) 11,009 44,988 (32,522) 12,466
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Totals $97,284 $(55,286) $41,998 $89,405 $(47,109) $42,296
================================================================================
The Company recorded amortization expense of $4.5 million and $3.8
million for second quarter 2003 and 2002, respectively, and $8.2
million and $7.3 million for first half 2003 and 2002, respectively.
Based on the current intangible assets subject to amortization, the
estimated amortization expense for the remainder of 2003 and each of
the succeeding five years is as follows: $10 million in 2003, $14
million in 2004, $5 million in 2005, $3 million in 2006, $3 million
in 2007, $3 million in 2008, and $4 million thereafter.
NOTE 6 - PROPERTY, PLANT, AND EQUIPMENT, NET
"Property, plant, and equipment, net" includes accumulated depreciation of
approximately $114.3 million and $114.4 million at June 30, 2003, and
December 31, 2002, respectively.
NOTE 7 - SUPPLEMENTARY CASH FLOW INFORMATION
Changes in current assets and liabilities, net of the effects of
business acquisitions and divestitures, in reconciling net income to
net cash provided by (used for) operations are as follows:
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Six Months Ended June 30, 2003 2002
- --------------------------------------------------------------------------------
(In thousands)
(Increase) decrease in:
Accounts receivable, net $ 5,256 $ 4,034
Inventories, net 1,880 1,952
Other current assets 247 (13,405)
Increase (decrease) in:
Trade accounts payable (353) (4,893)
Accrued compensation and other
accrued expenses (1,936) (13,319)
Refundable income taxes (592) (627)
Billings in excess of sales 3,688 (2,069)
- --------------------------------------------------------------------------------
Net changes in current assets and
liabilities $ 8,190 $(28,327)
================================================================================
Other non-cash investing and financing transactions in second quarter
2003 and the six months ended June 30, 2003, include favorable mark-
to-market adjustments (net of tax) of $1.8 million and $812,000,
respectively, on the Company's investment in Creative Technology Ltd.
("Creative"). Subsequent to June 30, 2003, all of the Company's 1.5
million shares of Creative were sold for $12.5 million, resulting in
a $1.8 million gain.
Significant non-cash investing and financing transactions in second
quarter and first half 2002 include a net unfavorable adjustment of
$19.4 million (net of tax) and a net favorable adjustment of $6.7
million (net of tax), respectively, primarily on the Company's
investments in 3Dlabs Inc., Ltd. ("3Dlabs") and Creative. See Note 9
for detailed information regarding the Company's unrealized gains and
losses on its investments.
NOTE 8 - EARNINGS PER SHARE
Basic income per share is computed using the weighted average number
of common shares outstanding. Diluted income per share is computed
using the weighted average number of common and equivalent common
shares outstanding. Employee stock options are the Company's only
common stock equivalent and are included in the calculation only if
dilutive. For the quarters ended June 30, 2003, and 2002, these
dilutive common stock equivalents were 2,129,000 and 2,698,000,
respectively. For the six months ended June 30, 2003, and 2002,
these dilutive shares were 2,174,000 and 2,646,000, respectively.
NOTE 9 - COMPREHENSIVE INCOME
Comprehensive income differs from net income due to non-equity items
that include unrealized gains and losses on certain investments in
debt and equity securities and foreign currency translation
adjustments.
Comprehensive income is as follows:
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Quarter Ended June 30, Six Months Ended June 30,
2003 2002 2003 2002
- --------------------------------------------------------------------------------
(In thousands)
Net income $ 794 $280,587 $ 8,909 $284,965
Unrealized holding gains (losses)
arising during the period 1,958 (2,742) 932 23,303
Reclassification adjustment for
realized gains included in
net income --- (16,632) --- (16,632)
Translation adjustment for
financial statements
denominated in a foreign
currency 5,681 6,110 5,974 6,312
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Comprehensive income $8,433 $267,323 $15,815 $297,948
================================================================================
Second quarter and year-to-date 2003 unrealized holding gains are shown net of
$974,000 and $437,000, respectively, of income taxes. Second quarter and year-
to-date 2002 unrealized holding gains (losses) are both shown net of income
taxes of $2.2 million.
NOTE 10 - INTELLECTUAL PROPERTY INCOME (EXPENSE), NET
In first quarter 2003, the Company recorded $10 million in income
from International Business Machines Corporation ("IBM") as a
balancing payment for future royalties in a full cross-licensing
agreement that also resolved all outstanding patent infringement
claims between IBM and the Company. A payment of $5 million was
received in first quarter 2003, and the remainder was received in
second quarter 2003. Netted against this income in first and second
quarters were $4.7 million and $4.3 million, respectively, in legal
fees and other related expenses associated with protecting and
licensing the Company's intellectual property. Net intellectual property
income was $1 million for the six months ended June 30, 2003.
In second quarter 2002, Intergraph and Intel Corporation ("Intel")
settled a patent infringement lawsuit filed in Alabama Federal Court
in 1997 for $300 million, which the Company received in May 2002.
Netted against this income in second quarter were $6.7 million in
legal fees and other related expenses, for a total of $9.8 million in
expenses during the first half of 2002. Net intellectual property
income was $290.2 million for the six months ended June 30, 2002.
For a complete discussion, see "Intellectual Property" and
"Litigation" in the Management's Discussion and Analysis of Financial
Condition and Results of Operations ("MD&A") section of this Form 10-Q.
NOTE 11 - GAINS (LOSSES) ON SALES OF ASSETS
During the six months ended June 30, 2003, IMGS reported a gain of
approximately $1.2 million from the first quarter 2003 sale of its
aeronautical intellectual property assets to Ingegneria Dei Sistemi
S.p.a. in Rome, Italy. In second quarter 2003, IMGS incurred
additional expenses of $65,000 related to this transaction. The
Company reported gains of $18.5 million for first half 2002 and $17
million for second quarter 2002. For a complete discussion, see
"Gains (Losses) on Sales of Assets" included in MD&A.
NOTE 12 - ACQUISITIONS AND DIVESTITURES
During the first half of 2003 there were no material acquisitions or
divestitures. In second quarter 2002, the Company sold its ownership
interest in 3Dlabs to Creative for approximately $40.2 million in
cash and stock. The Company recorded a gain on this transaction of
approximately $17 million, which is included in "Gains (losses) on
sales of assets" in the 2002 consolidated statements of income. For
a complete discussion, see the Company's 2002 Annual Report.
NOTE 13 - SEGMENT REPORTING
The Company's reportable segments are strategic business units that
are organized by the types of products sold and the specific markets served.
PPO supplies integrated lifecycle software solutions for the design,
construction, and operation of process and power plants, offshore
rigs, and ships. This division offers applications that span
shipbuilding, plant design and visualization, materials procurement
and management, plant operation, and engineering information management.
IMGS is a leading geospatial solutions provider for the following
markets: local, state, and federal government; transportation;
utilities; communications; location-based services; photogrammetry;
remote sensing; cartography; and military and intelligence.
ISG provides professional services, specially developed software and
hardware, and commercial off-the-shelf products to federal, state,
and local governments, as well as to commercial customers.
IPS develops computer graphics-based systems designed for public
safety agencies, commercial fleet operations, campus, military base,
and airport security. IPS systems are complete, integrated solutions
for command and control, deployment, tracking, information gathering,
analysis, and records management.
The Corporate segment includes revenues and costs for Teranetix (a
provider of computing support and hardware integration services),
international hardware maintenance, and general corporate functions.
Operating expenses for Corporate consist of general corporate
expenses, primarily general and administrative expenses remaining after charges
to the business segments based on usage of administrative services.
The Company evaluates the performance of its business segments based
on revenue and income from operations. The accounting policies of
the reportable segments are consistent across segments and are the
same as those used in preparation of the consolidated financial
statements of the Company (see Note 1 of Notes to Consolidated
Financial Statements included in the Company's 2002 Annual Report).
Sales between the business segments are accounted for under a
transfer pricing policy. Transfer prices approximate prices that would be
charged for the same or similar products and services to unrelated buyers.
The following table sets forth revenues and operating income (loss) by business
segment for the quarters and six months ended June 30, 2003, and 2002.
- --------------------------------------------------------------------------------
Quarter Ended June 30, Six Months Ended June 30,
2003 2002 2003 2002
- --------------------------------------------------------------------------------
(In thousands)
Revenues:
PPO:
Unaffiliated customers $32,228 $29,667 $62,023 $57,882
Intersegment revenues 465 1,215 1,182 2,215
- --------------------------------------------------------------------------------
32,693 30,882 63,205 60,097
- --------------------------------------------------------------------------------
IMGS:
Unaffiliated customers 46,950 44,099 92,070 88,524
Intersegment revenues 1,592 2,424 3,235 4,295
- --------------------------------------------------------------------------------
48,542 46,523 95,305 92,819
- --------------------------------------------------------------------------------
ISG:
Unaffiliated customers 29,682 28,494 56,657 63,306
Intersegment revenues 396 2,028 898 3,079
- --------------------------------------------------------------------------------
30,078 30,522 57,555 66,385
- --------------------------------------------------------------------------------
IPS:
Unaffiliated customers 16,071 17,390 32,054 30,974
Intersegment revenues 784 347 1,325 669
- --------------------------------------------------------------------------------
16,855 17,737 33,379 31,643
- --------------------------------------------------------------------------------
Corporate:
Unaffiliated customers 2,416 2,920 5,096 4,980
Intersegment revenues 608 657 1,397 1,107
- --------------------------------------------------------------------------------
3,024 3,577 6,493 6,087
- --------------------------------------------------------------------------------
131,192 129,241 255,937 257,031
- --------------------------------------------------------------------------------
Eliminations (3,845) (6,671) (8,037) (11,365)
- --------------------------------------------------------------------------------
Total revenues $127,347 $122,570 $247,900 $245,666
================================================================================
- --------------------------------------------------------------------------------
Operating income (loss):
PPO $ 4,306 $ 5,012 $ 8,475 $ 9,247
IMGS (1,232) (1,221) (1,046) (1,256)
ISG 2,844 1,865 3,980 4,438
IPS 3,562 3,466 7,031 6,423
Corporate (6,621) (6,567) (11,346) (11,275)
Eliminations --- 363 --- 414
- --------------------------------------------------------------------------------
Total $ 2,859 $ 2,918 $ 7,094 $ 7,991
================================================================================
Significant profit and loss items that were not allocated to the
segments and not included in the analysis above include gains and
losses on sales of assets and intellectual property income and
expense. See Notes 10 and 11 for comparative details of these items.
The Company does not evaluate performance or allocate resources based on assets.
For further information see "Results by Operating Segment" in MD&A.
NOTE 14 - LETTERS OF CREDIT
In September 2002, the Company established a credit line with Wells
Fargo Bank to cover its outstanding letters of credit. In order to
reduce the cost of issuing letters of credit, the Company secured the
credit line with $15 million of interest-bearing securities. Under
this arrangement, the Company earns interest on the securities and
withdrawal of securities is allowed, but the Company is required to
maintain a level of securities sufficient to cover total outstanding
letters of credit (which totaled $10 million at June 30, 2003, and
$10.9 million at December 31, 2002).
NOTE 15 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In November 2002, the Financial Accounting Standards Board ("FASB")
issued Interpretation No. ("FIN") 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees
of Indebtedness of Others," which is effective for guarantees issued
or modified after December 31, 2002. FIN 45 elaborates on the
existing disclosure requirements for most guarantees, including loan
guarantees such as standby letters of credit. It also clarifies that
at the time a company issues a guarantee, the company must recognize
an initial liability for the fair value, or market value, of the
obligations it assumes under the guarantee and must disclose that
information in its interim and annual financial statements. The
provisions related to recognizing a liability at inception of the
guarantee for the fair value of the guarantor's obligations does not
apply to product warranties or to guarantees accounted for as
derivatives. The adoption of FIN 45 in first quarter 2003 did not
have a significant impact on the Company's consolidated operating
results or financial position. The Company has not incurred costs to
settle claims or pay awards under the patent infringement indemnity
provisions of some of our sales agreements with customers; therefore, the
Company has recorded no liabilities for these agreements as of June 30, 2003.
In January 2003, FASB issued FIN 46, "Consolidation of Variable
Interest Entities," an interpretation of Accounting Research Bulletin
51 "Consolidation of Financial Statements," which addresses
consolidation of variable interest entities ("VIE") by business
enterprises. FIN 46 requires immediate consolidation of VIEs created
after January 31, 2003, and the compliance of older entities in the
first fiscal year or interim period beginning after June 15, 2003.
The Company is still evaluating the impact, if any, that adoption of FIN 46
may have on its consolidated results of operations or financial position.
On April 30, 2003, FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities," in order to
provide for more consistent reporting of contracts as either
freestanding derivative instruments subject to SFAS No. 133 in its
entirety, or as hybrid instruments with debt host contracts and
embedded derivative features. SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003, and for
hedging relationships designated after June 30, 2003. The adoption
of this statement is not expected to have a significant impact on the
Company's consolidated results of operations or financial position.
On May 15, 2003, FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity," which establishes standards for classifying and measuring as
liabilities certain freestanding financial instruments that embody
obligations of the issuer and have characteristics of both
liabilities and equity. The statement defines an obligation as "a
conditional or unconditional duty or responsibility on the part of
the issuer to transfer assets or to issue its equity shares." SFAS
No. 150 is effective for all financial instruments created or
modified after May 31, 2003, and otherwise effective at the beginning
of the first interim period beginning after June 15, 2003. The
adoption of this statement is not expected to have a significant impact on
the Company's consolidated results of operations or financial position.
NOTE 16 - LITIGATION
As further described in the Company's 2002 Annual Report, the Company
continues to protect its intellectual property portfolio by engaging
in both licensing discussions and patent infringement litigation.
See MD&A for a discussion of 2003 developments.
INTERGRAPH CORPORATION AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition
-----------------------------------------------------------
and Results of Operations
- -------------------------
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Any statements
contained herein that are not statements of historical fact may be
deemed to be forward-looking statements including, but not limited to,
projections about revenue, operating income levels, margins, and
market conditions and their anticipated impact on the Company;
expectations regarding future results and cash flows; information
regarding the development, timing of introduction, and performance of
new products; any statements of the plans, strategies, and objectives
of management for future operations; and expectations regarding the
Company's various ongoing litigation proceedings. These forward-
looking statements are subject to known or unknown risks and
uncertainties (some of which are beyond the Company's control) that
could cause actual results to differ materially from those anticipated
in the forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to,
worldwide political and economic conditions and changes, the ability
to attract or retain key personnel, increased competition, rapid
technological change, unanticipated changes in customer requirements,
the ability to protect the Company's intellectual property rights, the
ability to access the technology necessary to compete in the markets
served, the ability to complete certain sales and lease transactions
as planned, risks associated with doing business internationally
(including foreign currency fluctuations), risks associated with
various ongoing litigation proceedings, and other risks detailed in our annual
and quarterly filings with the Securities and Exchange Commission ("SEC").
RESULTS OF OPERATIONS
Earnings
In second quarter 2003, the Company earned net income of $794,000 on
revenues of $127.3 million, compared to second quarter 2002 net
income of $280.6 million on revenues of $122.6 million. Income from
operations was $2.9 million for both second quarter 2003 and second
quarter 2002. For the first half of 2003, the Company earned net
income of $8.9 million on revenues of $247.9 million, compared to the
first half of 2002, where the Company earned net income of $285
million on revenues of $245.7 million. Income from operations for
the first half of 2003 was $7.1 million compared to $8 million for
the first half of 2002. See "Intellectual Property" and "Gains
(Losses) on Sales of Assets" for a discussion of non-operating items
included in net income. Also see "Item 3. Quantitative and
Qualitative Disclosures About Market Risk" for a discussion of the
currency impact on earnings.
Revenues
Total revenues for second quarter and first half 2003 were $127.3
million and $247.9 million, respectively, up 4% and 1% from the
comparable prior-year periods.
Sales outside the United States represented approximately 46% of
total revenues in first half 2003, up from 42% for the comparable
period in 2002. European revenues were 30% of total revenues for
first half 2003, up from the first half 2002 level of 26%.
Systems. Systems revenues for second quarter and first half 2003
were $72.8 million and $143.2 million, respectively, up 8% and 4%
from the comparable prior-year periods. The increase in revenues for
second quarter 2003 over the prior-year period is due primarily to an
estimated $2.6 million currency impact and to an increase in new
business in the IPS and PPO business segments. The increase in
revenues for the first half of 2003 over the prior-year period is due
primarily to an estimated $6.4 million currency impact and to an
increase in new business in the IPS and PPO business segments, offset
by a decrease of approximately $6 million in the ISG business segment
as several contracts were completed or neared completion in the first
half of 2002.
Maintenance. Maintenance revenues totaled $34.1 million in second
quarter 2003 and $64.1 million for first half 2003, up 13% and 10%
from comparable prior-year periods. The increase for both comparable
periods is attributable to larger installed customer bases for IPS
and PPO. These increases in revenues were offset by a decrease in
ISG maintenance revenues as more hardware continued to be removed
from maintenance contracts because of the Company's exit from the
hardware business.
Services. Services revenues, consisting primarily of revenues from
implementation and consulting services, totaled $20.5 million for the
second quarter and $40.6 million for the first half of 2003, down 18%
and 17% from comparable prior-year periods. The decrease in services
revenues is due primarily to the completion of a large IPS project in
late 2002 and is partially offset by increased revenues for IMGS on
several new projects in 2003.
Gross Margin
The Company's total gross margin for second quarter 2003 was 48%,
flat compared to second quarter 2002. For the first half of 2003,
total gross margin was 48% compared to 47% for the first half of
2002.
Systems margin was 48% for second quarter 2003, down from 51% in
second quarter 2002. First half 2003 systems margin was 48%, down
from 50% in the first half of 2002. The decline in gross margin
percentages for both comparable periods was caused mainly by a $1.3
million non-recurring adjustment in the IMGS business segment,
primarily due to physical inventory adjustments. Excluding this
adjustment, systems margin was 50% and 49% for second quarter and
first half 2003, respectively. In general, the Company's systems
margin may be lowered by price competition, a higher hardware content
in the product mix, a stronger U.S. dollar in international markets,
and a higher mix of federal government sales, which generally produce
lower margins than commercial sales. Systems margins may be improved
by higher software content in the product mix, a weaker U.S. dollar
in international markets, and a higher mix of international systems
sales to total systems sales when the dollar is weaker in
international markets.
Maintenance margin for second quarter 2003 was 63%, improving from
55% in second quarter 2002. For the first half of 2003, maintenance
margin was 61%, up from 53% for the comparable prior-year period.
The improvement in margin is mainly due to higher software content in
new maintenance contracts, revenue from retroactively renewed
contracts, and Company-wide headcount reductions from 2002 to 2003 as
a result of the Company's exit from the hardware business.
Services margin was 26% for second quarter 2003, down from 31% in
second quarter 2002. For the first half of 2003, services margin was
25%, down from 31% in the first half of 2002. Second quarter and
first half 2002 included positive non-recurring transactions, without
which services margin would have been 29% and 28%, respectively. The
decline for the six-month comparison was also affected by a shift in
the ISG business segment's contract mix to lower-margin contracts
than in the prior year. Significant fluctuations in services
revenues and margins from period to period are not unusual.
Operating Expenses
Operating expenses for the second quarter and first half of 2003 were
$58.7 million and $111.1 million, respectively, up 5% from second
quarter 2002 and up 4% from the first half of 2002.
Product development expenses were $14.6 million for second quarter
2003, up 17% from the second quarter 2002 level. This increase was
primarily the result of shipbuilding product development costs of
$1.3 million in the PPO business segment, combined with an increase
of $1.4 million due to fewer costs qualifying for capitalization in
the PPO and IMGS business segments. Product development expenses
were $26.5 million for the first half of 2003, up 7% from the first
half of 2002. This increase was also a result of the $1.3 million
shipbuilding product development costs mentioned above, combined with
an increase of $1.1 million due to fewer costs qualifying for
capitalization.
Sales and marketing expenses were $25.6 million for second quarter
2003, up 3% from $24.9 million in second quarter 2002. This increase
was primarily due to an estimated $1.7 million currency impact of the
U.S. dollar weakening against international currencies in the second
quarter of 2003 compared to the second quarter of 2002. This was
partially offset by a reduction in compensation expenses in the ISG
business segment and cost savings resulting from the combination of
the Z/I Imaging and Utilities & Communications divisions into the
IMGS business segment. Sales and marketing expenses were $50.3
million for the first half of 2003, up 6% compared to $47.5 million
in the first half of 2002. This increase was primarily due to an
estimated $3.6 million currency impact of the U.S. dollar weakening
against international currencies during the first half of 2003,
compared to the first half of 2002, partially offset by a reduction
in compensation and consulting expenses in the ISG business segment.
General and administrative expenses were $18.5 million for second
quarter 2003 and $34.3 million for the first half of 2003, relatively
flat with the comparable periods in 2002. For first half 2003, an
unfavorable currency impact of $1.6 million and retention bonuses for
Z/I Imaging employees of $433,000 were offset by lower legal fees of
$1.5 million and a reversal of bad debt reserve of $500,000. To
provide consistency of reported results, all income and expenses
associated with the former intellectual property division, including
legal expenses, are classified and reported in the other income
section of the income statement. Prior period amounts have been
reclassified to conform to the current period presentation.
Restructuring Charges
In fourth quarter 2002, the Company recorded $2.1 million in
restructuring charges as a result of combining the Utilities &
Communications business with the IMGS business segment. Cash outlays
related to this restructuring approximated $236,000 and $1.3 million
for second quarter and first half 2003, respectively. At June 30,
2003, the total remaining accrued liability for restructuring was
approximately $698,000 compared to approximately $2.1 million at
December 31, 2002. These liabilities are reflected in "Other accrued
expenses" in the Company's consolidated balance sheets. The related
costs are expected to be paid during 2003 and relate to severance
liabilities in European countries (where typically several months are
required for settlement) and to liabilities for idle building space
in Europe and Asia. For a complete discussion, see the Company's
2002 Annual Report.
Non-Operating Income and Expense
Intellectual Property. "Intellectual property income (expense), net"
in the consolidated statements of income consists of income resulting
from protection and licensing of the Company's intellectual property,
net of legal fees and other expenses associated with maintaining and
defending the Company's intellectual property. To provide better
consistency of reported results, all income and expenses associated
with the intellectual property division, including related legal
expenses, are classified and reported in this section of the
consolidated statements of income.
In first quarter 2003, the Company recorded income of $10 million due
to a balancing payment from IBM for future royalties in a full cross-
licensing agreement that also resolved all outstanding patent
infringement claims between IBM and the Company. In the first six
months of 2003, $9 million in legal fees and other related expenses
associated with protecting and licensing the Company's intellectual
property were netted against this income, including $4.3 million in
second quarter.
In April 2002, Intergraph and Intel settled a patent infringement
lawsuit filed in 1997 for $300 million, which the Company received in
May 2002. Netted against this income in second quarter 2002 were
$6.7 million in legal fees and other related expenses, for a total of
$9.8 million in expenses during the first half of 2002. (See
"Litigation" for further discussion on this transaction.)
Gains (Losses) on Sales of Assets. In first quarter 2003, IMGS
reported a gain of approximately $1.2 million from the March 14,
2003, sale of its aeronautical intellectual property assets to
Ingegneria Dei Sistemi S.p.a. in Rome, Italy. This gain was offset
slightly by a $65,000 loss in second quarter 2003.
In March 2002, the Company reported a gain of approximately $2
million as escrowed shares of 3Dlabs were released. The Company also
recognized a loss of approximately $455,000 on the sale of its Greek
subsidiary in first quarter 2002. In May 2002, the Company
recognized a gain of $17 million on the sale of its shares of 3Dlabs
to Creative. See the Company's 2002 Annual Report for further
discussion of these transactions.
See Note 12 of Notes to Consolidated Financial Statements contained
in this Form 10-Q for further information regarding the 3Dlabs
transaction.
Interest Income. Interest income was $1.7 million in second quarter
of both 2003 and 2002. For the first six months of 2003, interest
income was $3.6 million, compared to $2.7 million for the same period
2002. Interest income from short-term investments increased during
2003 due to proceeds from patent litigation, but was offset by a
decline in interest rates and a decrease in the amount of interest
earned on notes receivable.
Other. "Other income (expense), net" in the consolidated statements
of income consists of interest expense, foreign exchange gains and
losses, and other miscellaneous items of non-operating income and
expense. No significant items were included in these amounts for the
periods presented.
Income Taxes
Income tax was a benefit of $1 million for second quarter 2003 and an
expense of $3.6 million for first half 2003, compared to expenses of
$35.1 million for second quarter 2002 and $35.8 million for first
half 2002. The Company had income (loss) before taxes and minority
interest of ($200,000) and $12.5 million in the second quarter and
first half of 2003, respectively, compared to $315.7 million in the
second quarter of 2002 and $320.8 million for the first half of 2002.
Income tax expense for the first half of 2003 is attributable to both
taxes on individually profitable majority-owned subsidiaries and
patent litigation income partially offset by the second quarter tax
benefit, which was primarily the result of a favorable resolution of
a disputed issue with the Internal Revenue Service. Income tax
expense for the quarter and six months ended June 30, 2002, was
largely a result of the patent litigation gain and the gains on sales
of assets offset by the utilization of the Company's U.S. net
operating loss and tax credit carryforwards. See the Company's 2002
Annual Report for details of the Company's tax position, including
its net operating loss and tax credit carryforwards.
Results By Operating Segment
In second quarter 2003, PPO reported operating income of $4.3 million
on revenues of $32.7 million, compared to second quarter 2002
operating income of $5 million on revenues of $30.9 million. The
decrease in operating income is primarily the result of increased
shipbuilding product development costs of $1.3 million in the second
quarter of 2003, offset somewhat by higher maintenance gross margins.
For the first half of 2003, operating income was $8.5 million on
revenues of $63.2 million, compared to operating income of $9.2
million on revenues of $60.1 million for the first half of 2002. The
8% decrease in operating income is due to increased shipbuilding
product development costs, as mentioned above, and an increase in
sales and marketing expenses primarily due to currency fluctuations.
The increase in operating expenses is partially offset by an 11%
increase in maintenance margin, mainly due to lower amortization and
royalty costs as a result of renegotiated contracts with vendors.
In second quarter 2003, IMGS reported an operating loss of $1.2
million on revenues of $48.5 million, compared to second quarter 2002
operating loss of $1.2 million on revenues of $46.5 million.
Although revenues increased, operating loss remained flat primarily
due to a non-recurring adjustment of $1.3 million (most of which
related to an inventory write-off as a result of physical inventory).
Operating loss for the first half of 2003 was $1 million on revenues
of $95.3 million, compared to the first half 2002 loss of $1.3
million on revenues of $92.8 million. The increase in 2003 revenues
occurred mainly in maintenance (due to a larger installed base) and
professional services (due to several new contracts in Europe). The
year-to-date 2003 operating loss resulted primarily from the $1.3
million non-recurring inventory adjustment mentioned above.
In second quarter 2003, ISG earned operating income of $2.8 million
on revenues of $30.1 million, compared to operating income of $1.9
million on revenues of $30.5 million in second quarter 2002. The 52%
increase in operating income is primarily due to higher maintenance
gross margins as a result of headcount reductions. Also improving
operating income is a reduction of operating expense as outsourced
consulting and compensation expense declined. In first half 2003,
ISG earned operating income of $4 million on revenues of $57.6
million, compared to first half 2002 operating income of $4.4 million
on revenues of $66.4 million. The decrease in operating income is a
direct result of lower revenues (due to fewer contracts and programs
delayed from fourth quarter 2001 to first quarter 2002 in the
aftermath of the September 11, 2001, terrorist attacks), mitigated by
lower operating expenses, as mentioned above.
In second quarter 2003, IPS earned operating income of $3.6 million
on revenues of $16.9 million, 3% higher than second quarter 2002
operating income of $3.5 million on revenues of $17.7 million.
Although revenues decreased 5% from second quarter 2002 (due
primarily to the loss of revenues from a large services contract in
Australia that ended in third quarter 2002), operating income
increased due to higher gross margins. IPS reported operating income
of $7 million on revenues of $33.4 million for the first half of
2003, compared to operating income of $6.4 million on revenues of
$31.6 million for the same period in 2002. Revenues and gross margin
dollars increased from the first half of 2002 level mainly due to new
projects and additional maintenance contracts with higher gross
margins. These improvements were partially offset by higher
operating expenses due primarily to increased headcount.
In second quarter 2003, Corporate reported an operating loss of $6.6
million on revenues of $3 million, compared to a second quarter 2002
operating loss of $6.6 million on revenues of $3.6 million. For the
first six months of 2003, Corporate reported an operating loss of
$11.3 million on revenues of $6.5 million compared to an operating
loss of $11.3 million on revenues of $6.1 million in the first half
of 2002. Revenues are primarily associated with hardware repair,
logistics, and maintenance services. Operating expenses include
costs associated with worldwide corporate oversight functions,
including those related to being a publicly held company, and
management of residual hardware functions.
See Note 13 of Notes to Consolidated Financial Statements contained
in this Form 10-Q for further explanation of the Company's segment
reporting.
Litigation
As further described in the Company's 2002 Annual Report, the Company
continues to protect its intellectual property portfolio by engaging
in both licensing discussions and patent infringement litigation.
The following is a discussion of the 2003 developments for patent and
other litigation.
Intel. The Company has had ongoing litigation with Intel since 1997.
In July 2002, the Company filed a patent infringement case against
Intel pertaining to the Company's parallel instruction computing
("PIC") patents and went to trial in July 2002. In October 2002, the
judge ruled that the PIC patents were valid, enforceable, and
infringed by Intel's Itanium and Itanium 2 products. Based upon the
trial court's decision and the parties' prior settlement agreement,
Intel paid $150 million to the Company in November 2002. Although
Intel appealed this ruling in November 2002, the $150 million payment
is non-refundable, regardless of the outcome on appeal. Intel will be
obligated to pay an additional $100 million in damages to the Company
if the trial court's decision is affirmed on appeal. The parties have
completed the briefing process, and oral argument is tentatively
scheduled for the first week of December 2003. The final decision
from the appeal court is not expected until after February 2004.
Original Equipment Manufacturers ("OEM"). On December 16, 2002, the
Company filed a patent infringement action against Dell Computer
Corporation TM ("Dell"), Gateway Inc. TM ("Gateway"), and Hewlett-Packard
Co. TM ("HP") (including the former Compaq Computer Corporation TM) in the
U.S. District Court for the Eastern District of Texas ("the Texas
court") claiming that products from these computer vendors infringe
three computer system ("Clipper") patents (related to memory
management technology) owned by the Company. The OEM action seeks an
unspecified amount of damages for past infringement, plus a statutory
patent injunction. The Company delayed serving the defendants with
the lawsuit and engaged each defendant in licensing discussions.
These licensing discussions were not successful, and the defendants
were served on April 1, 2003. The trial judge has set a scheduling
conference for August 20, 2003, and has issued a tentative trial
schedule for August 2004. A final trial schedule will be issued by
the Texas court following the August 20 scheduling conference.
On May 28, 2003, HP filed a patent countersuit against the Company in
the Northern District of California, and has asked the Texas court to
transfer the OEM case to the Northern District of California for
consolidation with their countersuit. The countersuit did not
specify any accused infringing products or resulting damages, and the
Company has challenged the validity of HP's complaint. The Company
has not determined what impact, if any, HP's countersuit may have on
the Company's results of operations and cash flows. The Company has
also responded to HP's motion to transfer. The Company will
vigorously defend against HP's countersuit, and aggressively oppose
HP's motion to transfer.
On June 21, 2003, Dell filed a counterclaim against Intel, adding
them as a party to the OEM case. Intel filed a general denial to
Dell's counterclaim. It is currently unclear what role Intel will
play as a party in the OEM action.
Texas Instruments TM ("TI"). On January 30, 2003, the Company filed a
patent infringement action against TI in the Texas court. This
action is directed at the TI family of Digital Signal Processors
(marketed under the name TMS320C6000 TM), which employs the same PIC
technology described by the Company's PIC patents. TI filed a
general response to the Company's allegations, and the PIC case has
been set for trial in October 2004. The parties are currently
engaged in the discovery process.
In May 2003, TI filed two patent countersuits against the Company in
the Texas court. The countersuits have been assigned to two separate
judges; however, both cases will be governed by the local patent
rules for the Eastern District. A tentative scheduling order has
been issued for the countersuit pending in the Paris Division, which
sets a tentative trial date of September 20, 2004. No schedule has
been issued for the countersuit pending in the Marshall Division.
The countersuits include a total of eight patents, which target a
variety of products in each of the Company's business units. The
Company has responded to both countersuits, and plans to vigorously
defend both actions. The Company has not determined what impact, if
any, this lawsuit may have on the Company's results of operations and
cash flows.
Bentley Systems, Inc. ("BSI"). In December 2002, the Company filed a
declaratory judgment action in Madison County, Alabama ("the Alabama
court"), against BSI. The action requests the Alabama court to
interpret the parties' asset purchase agreement and promissory note,
and require BSI to specifically perform the repayment of the same.
The asset purchase agreement and note were executed in conjunction
with the sale of the Company's civil, plotting, and raster software
product lines to BSI in 2000. BSI subsequently filed an initial
action against the Company in Philadelphia, Pennsylvania, and
thereafter filed a second action in Delaware alleging that the Company
breached certain terms of the asset purchase agreement. BSI's
Pennsylvania action was dismissed in March 2003, and a Motion to
Dismiss BSI's Delaware action is still pending. In response to these
dismissals, BSI has now asserted certain counterclaims against the
Company in the pending Alabama action. These counterclaims are
substantially the same as those claims asserted in its Delaware
action. As with its prior actions, BSI did not specify an amount of
damages in its Alabama counterclaims. The Company does not believe
that BSI's claims are likely to be of a size or nature that would
impact the operations of the Company. The Company intends to
vigorously pursue its claims against BSI and defend the claims
asserted by BSI.
Other. The Company has other ongoing litigation, none of which is
considered to represent a material contingency for the Company at this
time; however, any unanticipated unfavorable ruling in any of these
proceedings could have an adverse impact on the Company's results of
operations and cash flows.
Remainder of the Year
The Company expects that the markets in which it competes will
continue to be characterized by intense competition, rapidly changing
technologies, and shorter product cycles. Further improvement in the
Company's operating results will depend on further market penetration
achieved by accurately anticipating customer requirements and
technological trends, and rapidly and continuously developing and
delivering new products that are competitively priced, offer enhanced
performance, and meet customers' requirements for standardization and
interoperability. Better operating results will also depend on
global political events and worldwide economic improvement in the
markets served. To increase operating profitability, the Company
must achieve revenue growth and continue to align operating expenses
with the projected level of revenue. In addition, the Company
continues to face legal expenses of unknown duration and amount as it
licenses its intellectual property and otherwise asserts its
intellectual property rights. The ultimate impact of these
initiatives is subject to known and unknown risks and uncertainties.
See "Cautionary Note Regarding Forward-Looking Statements."
LIQUIDITY AND CAPITAL RESOURCES
In September 2002, the Company established a credit line with Wells
Fargo Bank to cover its outstanding letters of credit. In order to
reduce the cost of issuing the letters of credit, the Company secured
the credit line with $15 million of interest-bearing securities.
Under this arrangement, the Company earns interest on the securities
and withdrawal of securities is allowed, but the Company is required
to maintain a level of securities sufficient to cover total
outstanding letters of credit (which totaled $10 million at June 30,
2003, and $10.9 million at December 31, 2002).
At June 30, 2003, the Company had no debt.
In second quarter 2003, the Company spent approximately $4.7 million
to repurchase 211,500 shares of its common stock under a stock
repurchase program. As of June 30, 2003, the Company had repurchased
approximately 5.4 million shares since the program was initiated in
late 2001, and total expenditures were $94.8 million.
The Company believes that existing cash balances will substantially
exceed cash requirements for 2003 operations. The Company does not
anticipate significant non-operating events that will require the use
of cash, with the exception of its stock repurchase program. In
first quarter 2003, the Company's board of directors authorized an
increase in the funding for the stock repurchase program from $175
million to $250 million. The board also extended the termination
date for the program from December 31, 2004, to December 31, 2005,
and approved privately negotiated transactions in addition to open
market purchases of the Company's stock.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires that
management use judgments to make estimates and assumptions that
affect the amounts reported in the financial statements. As a
result, there is some risk that reported financial results could have
been materially different had different methods, assumptions, and
estimates been used. The Company believes that of its significant
accounting policies, those related to revenue recognition,
capitalized software, deferred taxes, bad debt reserves, and
inventory may involve a higher degree of judgment and complexity as
used in the preparation of its consolidated financial statements.
Management believes there have been no significant changes during the
three months ended June 30, 2003, to the items disclosed as "Critical
Accounting Policies" in MD&A in the Company's 2002 Annual Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The Company has experienced no material changes in market risk
exposures that affect the quantitative and qualitative disclosures
presented in the Company's 2002 Annual Report.
Impact of Currency Fluctuations and Currency Risk Management
Fluctuations in the value of the U.S. dollar in international markets
can have a significant impact on the Company's results of operations.
For first half 2003, approximately 46% of the Company's revenues were
derived from customers outside the United States, primarily through
subsidiary operations, compared to 42% for first half 2002. Most
subsidiaries sell to customers and incur and pay operating expenses in
local currencies. These local currency revenues and expenses are
translated into U.S. dollars for reporting purposes. A weaker U.S.
dollar increases the level of reported U.S. dollar orders and
revenues, increases the dollar gross margin, and increases reported
dollar operating expenses of the international subsidiaries. The
Company estimates that the weakening of the U.S. dollar in its
international markets, primarily in Europe, improved its first half
2003 results of operations by approximately $0.10 per share (basic and
diluted) in comparison to first half 2002 results.
The Company conducts business in all major markets outside the United
States, but the most significant of these operations with respect to
currency risk are located in Europe and Asia. Local currencies are
the functional currencies for the Company's European and Canadian
subsidiaries. The U.S. dollar is the functional currency for all
other international subsidiaries. The Company had no forward
contracts outstanding at June 30, 2003, or December 31, 2002, and does
not currently hedge any of its foreign currency risks.
Impact of Interest Rates on Investment Earnings
The Company's excess funds are generally invested in short-term,
highly liquid, interest-bearing securities which may include short-
term municipal bonds, time deposits, money market funds, repurchase
agreements, short-term corporate obligations, commercial paper, and
U.S. government securities. The Company limits the amount of credit
exposure from any single issuer of securities. The Company is
subject to earnings fluctuations due to market changes in interest
rates. Should interest rates of invested funds change by 0.5%, the
Company estimates that pre-tax earnings could be affected by
approximately $0.05 per share (diluted) on an annualized basis.
Item 4. Controls and Procedures
-----------------------
The Company, under the direction of the Chief Executive Officer
("CEO") and the Chief Financial Officer ("CFO"), has established
disclosure controls and procedures that are designed to ensure that
information required to be disclosed by the Company in the reports
that it files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized, and reported within the time periods
specified in the SEC's rules and forms. The disclosure controls and
procedures are also intended to ensure that such information is
accumulated and communicated to the Company's management, including
the CEO and the CFO, as appropriate to allow timely decisions
regarding required disclosures.
The CEO and the CFO have reviewed and evaluated the Company's
disclosure controls and procedures as of the end of the period
covered by this report. Based on, and as of the effective date of,
that review and evaluation, the CEO and the CFO have concluded that
the Company's disclosure controls and procedures are effectively
serving the stated purposes.
In addition, there have been no changes in the Company's internal
control over financial reporting that have materially affected, or
are reasonably likely to materially affect, the Company's internal
control over financial reporting.
PART II. OTHER INFORMATION
-----------------
Item 1. Legal Proceedings
-----------------
As further described in the Company's 2002 Annual Report, the Company
continues to protect its intellectual property portfolio by engaging
in both licensing discussions and patent infringement litigation.
The following is a discussion of the 2003 developments of patent and
other litigation.
Intel. The Company has had ongoing litigation with Intel since 1997.
In July 2002, the Company filed a patent infringement case against
Intel pertaining to the Company's PIC patents and went to trial in
July 2002. In October 2002, the judge ruled that the PIC patents
were valid, enforceable, and infringed by Intel's Itanium and Itanium
2 products. Based upon the trial court's decision and the parties'
prior settlement agreement, Intel paid $150 million to the Company in
November 2002. Although Intel appealed this ruling in November 2002,
the $150 million payment is non-refundable, regardless of the outcome
on appeal. Intel will be obligated to pay an additional $100 million
in damages to the Company if the trial court's decision is affirmed
on appeal. The parties have completed the briefing process, and oral
argument is tentatively scheduled for the first week of December
2003. The final decision from the appeal court is not expected until
after February 2004.
OEM. On December 16, 2002, the Company filed a patent infringement
action against Dell, Gateway, and HP in the Texas court claiming that
products from these computer vendors infringe three Clipper patents
(related to memory management technology) owned by the Company. The
OEM action seeks an unspecified amount of damages for past
infringement, plus a statutory patent injunction. The Company
delayed serving the defendants with the lawsuit and engaged each
defendant in licensing discussions. These licensing discussions were
not successful, and the defendants were served on April 1, 2003. The
trial judge has set a scheduling conference for August 20, 2003, and
has issued a tentative trial schedule for August 2004. A final trial
schedule will be issued by the Texas court following the August 20
scheduling conference.
On May 28, 2003, HP filed a patent countersuit against the Company in
the Northern District of California, and has asked the Texas court to
transfer the OEM case to the Northern District of California for
consolidation with their countersuit. The countersuit did not
specify any accused infringing products or resulting damages, and the
Company has challenged the validity of HP's complaint. The Company
has not determined what impact, if any, HP's countersuit may have on
the Company's results of operations and cash flows. The Company has
also responded to HP's motion to transfer. The Company will
vigorously defend against HP's countersuit, and aggressively oppose
HP's motion to transfer.
On June 21, 2003, Dell filed a counterclaim against Intel, adding
them as a party to the OEM case. Intel filed a general denial to
Dell's counterclaim. It is currently unclear what role Intel will
play as a party in the OEM action.
TI. On January 30, 2003, the Company filed a patent infringement
action against TI in the Texas court. This action is directed at the
TI family of Digital Signal Processors (marketed under the name
TMS320C6000 TM), which employs the same PIC technology described by the
Company's PIC patents. TI filed a general response to the Company's
allegations, and the PIC case has been set for trial in October 2004.
The parties are currently engaged in the discovery process.
In May 2003, TI filed two patent countersuits against the Company in
the Texas court. The countersuits have been assigned to two separate
judges; however, both cases will be governed by the local patent
rules for the Eastern District. A tentative scheduling order has
been issued for the countersuit pending in the Paris Division, which
sets a tentative trial date of September 20, 2004. No schedule has
been issued for the countersuit pending in the Marshall Division.
The countersuits include a total of eight patents, which target a
variety of products in each of the Company's business units. The
Company has responded to both countersuits, and plans to vigorously
defend both actions. The Company has not determined what impact, if
any, this lawsuit may have on the Company's results of operations and
cash flows.
BSI. In December 2002, the Company filed a declaratory judgment
action in the Alabama court against BSI. The action requests the
Alabama court to interpret the parties' asset purchase agreement and
promissory note, and require BSI to specifically perform the
repayment of the same. The asset purchase agreement and note were
executed in conjunction with the sale of the Company's civil,
plotting, and raster software product lines to BSI in 2000. BSI
subsequently filed an initial action against the Company in
Philadelphia, Pennsylvania, and thereafter filed a second action in
Delaware alleging that the Company breached certain terms of the
asset purchase agreement. BSI's Pennsylvania action was dismissed in
March 2003, and a Motion to Dismiss BSI's Delaware action is still
pending. In response to these dismissals, BSI has now asserted
certain counterclaims against the Company in the pending Alabama
action. These counterclaims are substantially the same as those
claims asserted in its Delaware action. As with its prior actions,
BSI did not specify an amount of damages in its Alabama
counterclaims. The Company does not believe that BSI's claims are
likely to be a size or nature that would impact the operations of the
Company. The Company intends to vigorously pursue its claims against
BSI and defend the claims asserted by BSI.
Other. The Company has other ongoing litigation, none of which is
considered to represent a material contingency for the Company at
this time; however, any unanticipated unfavorable ruling in any of
these proceedings could have an adverse impact on the Company's
results of operations and cash flow.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Intergraph Corporation's Annual Meeting of Shareholders was held May
15, 2003. The results of the meeting follow.
(1)Eight directors were elected to the Board of Directors to serve
for the ensuing year and until their successors are duly elected and
qualified. All nominees were serving as Directors of the Company at
the time of their nomination for the current year.
Votes
------------------------------
For Against/Withheld
---------- ----------------
James F. Taylor, Jr. 33,599,606 4,642,105
Larry J. Laster 33,610,340 4,631,371
Sidney L. McDonald 33,615,291 4,626,420
Thomas J. Lee 33,155,262 5,086,449
Lawrence R. Greenwood 33,173,940 5,067,771
Joseph C. Moquin 33,634,924 4,606,787
Linda L. Green 33,241,455 5,000,256
Richard W. Cardin 33,242,267 4,999,444
(2)Ratification of the appointment of Ernst & Young LLP as the
Company's independent auditors for the current fiscal year was
approved by a vote of 35,534,574 for, 1,170,501 against, and
1,536,636 abstentions.
Item 5. Other
-----
Effective July 28, 2003, Mr. Halsey Wise was selected as the
Company's President and Chief Executive Officer, and immediately
joined the Intergraph Board of Directors. Mr. Wise succeeds Mr. Jim
Taylor, who announced last fall his intention to retire. Mr. Taylor
also retired from the Company's Board of Directors, but will continue
to consult with management of the Company with the primary
responsibility of managing its intellectual property litigation.
Mr. Sid McDonald, a director since 1997, has been elected Chairman of
the Intergraph Board of Directors. Mr. McDonald served previously as
the lead outside director and Chairman of the Compensation Committee.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a)Exhibits
Exhibit
Number Description
------- -----------
10(g) Employment Contract of R. Halsey Wise dated June 12, 2003
10(h) Employment Contract of Graeme J. Farrell dated July 1, 2003
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 by R. Halsey Wise dated August 13, 2003
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 by Larry J. Laster dated August 13, 2003
32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 by R. Halsey Wise dated August 13, 2003
32.2 Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 by Larry J. Laster dated August 13, 2003
(b) Reports on Form 8-K:
o Form 8-K dated July 30, 2003, reporting the Company's second
quarter earnings
INTERGRAPH CORPORATION AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
INTERGRAPH CORPORATION
----------------------
(Registrant)
By: /s/ R. Halsey Wise By: /s/ Larry J. Laster
------------------ -------------------
R. Halsey Wise Larry J. Laster
President and Executive Vice President and
Chief Executive Officer Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: August 13, 2003 Date: August 13, 2003