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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended August 24, 2003
---------------
or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ______ to ______
Commission file number 1-11344
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INTERMAGNETICS GENERAL CORPORATION
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 14-1537454
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 Old Niskayuna Road, PO Box 461, Latham, NY 12110-0461
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(518) 782-1122
--------------
(Registrant's telephone number, including area code)
-----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No .
---- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, $.10 par value - 16,711,755 as of September 19, 2003
1
INTERMAGNETICS GENERAL CORPORATION
CONTENTS
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements:
Consolidated Balance Sheets - August 24, 2003 and May 25, 2003..................................3
Consolidated Income Statements - Three Months Ended
August 24, 2003 and August 25, 2002...........................................................5
Consolidated Statements of Cash Flows - Three Months Ended
August 24, 2003 and August 25, 2002...........................................................6
Consolidated Statements of Changes in Shareholders' Equity and Comprehensive Income -
Three Months Ended August 24, 2003 ...........................................................7
Notes to Consolidated Financial Statements......................................................8
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................................................14
Item 3: Quantitative and Qualitative Disclosures About Market Risk.....................................19
Item 4: Controls and Procedures........................................................................19
PART II - OTHER INFORMATION.............................................................................20
SIGNATURES..............................................................................................21
CERTIFICATIONS..........................................................................................22
2
INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts)
August 24, May 25,
2003 2003
----------- ----------
ASSETS (Undaudited)
CURRENT ASSETS
Cash and cash equivalents $ 87,508 $ 88,514
Trade accounts receivable, less allowance
(August 24, 2003 - $130; May 25, 2003 - $223) 17,576 23,864
Costs and estimated earnings in excess of
billings on uncompleted contracts 282 188
Inventories:
Consigned products 801 339
Finished products 654 589
Work in process 8,965 6,002
Materials and supplies 8,255 7,280
----------- ----------
18,675 14,210
Deferred income taxes 619 619
Note receivable 3,984 3,959
Prepaid expenses and other 3,495 2,756
----------- ----------
TOTAL CURRENT ASSETS 132,139 134,110
PROPERTY, PLANT AND EQUIPMENT
Land and improvements 1,128 1,128
Buildings and improvements 12,172 12,172
Machinery and equipment 39,330 38,461
Leasehold improvements 4,252 3,785
----------- ----------
56,882 55,546
Less accumulated depreciation and amortization 28,200 27,160
----------- ----------
28,682 28,386
INTANGIBLE AND OTHER ASSETS
Goodwill 13,750 13,750
Other intangibles, less accumulated amortization
(August 24, 2003 - $7,921; May 25, 2003 - $7,460) 6,467 6,928
Other assets 1,828 1,881
----------- ----------
TOTAL ASSETS $ 182,866 $ 185,055
=========== ==========
3
INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts)
August 24, May 25,
2003 2003
----------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY (Unaudited)
CURRENT LIABILITIES
Current portion of long-term debt $ 292 $ 284
Accounts payable 6,761 9,276
Salaries, wages and related items 7,366 7,698
Customer advances and deposits 557 544
Product warranty reserve 1,455 1,466
Accrued income taxes 311 821
Other liabilities and accrued expenses 4,235 4,156
----------- ----------
TOTAL CURRENT LIABILITIES 20,977 24,245
LONG-TERM DEBT, less current portion 4,309 4,384
DEFERRED INCOME TAXES 1,453 1,453
DERIVATIVE LIABILITY 355 469
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):
August 24, 2003 - 17,892,952 shares;
May 25, 2003 - 17,538,762 shares; 1,789 1,754
Additional paid-in capital 141,592 138,974
Notes receivable from employees (3,725) (3,725)
Retained earnings 31,178 30,916
Accumulated other comprehensive loss (442) (514)
----------- ----------
170,392 167,405
Less cost of Common Stock in treasury
August 24, 2003 - 1,190,303 shares
May 25, 2003 - 1,112,597 shares (14,620) (12,901)
----------- ----------
155,772 154,504
----------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 182,866 $ 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
--------------------------------------
August 24, August 25,
2003 2002
------------- ---------------
Net sales $ 22,269 35,180
Cost of products sold 13,784 21,580
------------ ---------------
Gross margin 8,485 13,600
Product research and development 2,908 3,472
Selling, general and administrative 4,874 4,353
Amortization of intangible assets 461 460
------------ ---------------
8,243 8,285
------------ ---------------
Operating income 242 5,315
Interest and other income 281 431
Interest and other expense (122) (111)
Gain (loss) on available-for-sale securities (18)
------------ ---------------
Income before income taxes 401 5,617
Provision for income taxes 139 1,949
------------ ---------------
NET INCOME $ 262 $ 3,668
============ ===============
Net Income per Common Share:
Basic $ 0.02 $ 0.22
============ ===============
Diluted $ 0.02 $ 0.21
============ ===============
See notes to consolidated financial statements.
5
INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Three Months Ended
----------------------------
August 24, August 25,
2003 2002
---------- ----------
OPERATING ACTIVITIES
Net income $ 262 $ 3,668
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 1,526 1,466
Stock based compensation 86 140
Loss on sale and disposal of assets 25
Realized loss (gain) on available-for-sale securities 18
Change in discount on note receivable (25) (24)
Change in operating assets and liabilities:
Decrease in accounts receivable and costs and estimated
earnings in excess of billings on uncompleted contracts 6,194 2,508
(Increase) decrease in inventories, prepaid expenses and other assets (5,273) 1,851
(Decrease) increase in accounts payable and accrued expenses (3,282) 18
---------- ----------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (512) 9,670
INVESTING ACTIVITIES
Purchases of property, plant and equipment (1,350) (824)
Proceeds from sale of available-for-sale securities 24
Proceeds from sale of property, plant and equipment 17
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES (1,350) (783)
FINANCING ACTIVITIES
Proceeds from the exercise of stock options 2,642 94
Advances to employees Executive Stock Purchase Plan (2,926)
Purchase of Treasury Stock (1,719) (3,544)
Principal payments on note payable and long-term debt (67) (64)
---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 856 (6,440)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (1,006) 2,447
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 88,514 73,517
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 87,508 $ 75,964
========== ==========
See notes to consolidated financial statements.
6
INTERMAGNETICS GENERAL
CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)
Three Months Ended August 24,
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 262 262
Gain on derivative, net of tax benefit 72 72
-------------
Total comprehensive income 334
=============
Issuance of 354,190 shares of
Common Stock primarily
related to exercise of
stock options 35 2,618
Treasury stock, upon exercise of
stock options (1,719)
------ ---------- -------- ------------- -------- --------------
Balances at August 24, 2003 $1,789 $ 141,592 $ 31,178 $ (442) $(14,620) $ (3,725)
====== ========== ======== ============= ======== ==============
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 August
24, 2003 and the results of its operations, cash flows and changes in
shareholders' equity for the periods presented. The results for the three months
ended August 24, 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
------------------------------------
August 24, 2003 August 25, 2002
--------------- ---------------
Income available to
Common shareholders $ 262 $ 3,668
=============== ===============
Weighted average shares 16,483,499 16,667,914
Dilutive potential Common
Shares:
Warrants 4,154
Stock Options 323,943 650,610
--------------- ---------------
Adjusted weighted average
shares 16,811,596 17,318,524
Net income per Common Share:
Basic $ 0.02 $ 0.22
=============== ===============
Diluted $ 0.02 $ 0.21
=============== ===============
8
As of August 24, 2003 the Company had 778,000 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 three months ended, the stock is not considered
dilutive, as the performance criteria has not been met. The Company will record
expense for the restricted stock when management determines it 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 August 24, 2003 the Company had granted 7,896 shares of
restricted stock to the Board of Directors. The vesting schedule in fiscal years
2004 through 2007 is 10%, 10%, 10%, and 60% respectively. For the three months
ended August 24, 2003 and August 25, 2002, the Company had recorded expense of
$3,750 and $0, respectively.
During the period ended August 25, 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, for the period ended August 24, 2003 and August 25, 2002 shares
issuable upon exercise of stock options in which the average market value is
lower than the exercise price have also been excluded, as the effect would be
anti-dilutive.
Note C - New Accounting Pronouncements
In December 2002, the Financial Accounting Standards Board issued SFAS
148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an
amendment of FASB Statement No. 123". This Standard amends FASB Statement No.
123, Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to fair value based method of accounting for
stock-based employee compensation. In addition, this statement amends the
disclosure requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The Company has included the appropriate disclosure in Note D.
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 Company does not expect the adoption of SFAS
No. 150 to have a material impact on its 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 months ended August 24, 2003 and August 25,
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
-------------------------------
August 24, August 25,
2003 2002
---------- ----------
Net income (as reported) $ 262 $ 3,668
Add recorded non-cash stock compensation, net of tax 56 91
Less non-cash stock compensation under SFAS No. 123, net of tax (522) (588)
---------- ----------
Pro forma Net Income $ (204) $ 3,171
Earnings per Common Share (as reported):
Basic $ 0.02 $ 0.22
========== ==========
Diluted $ 0.02 $ 0.21
========== ==========
Earnings per Common Share (pro forma):
Basic $ (0.01) $ 0.19
========== ==========
Diluted $ (0.01) $ 0.18
========== ==========
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
---------------------------------------------------------------------
August 24, 2003
---------------------------------------------------------------------
Magnetic Energy
Resonance Imaging Instrumentation Technology Total
----------------- --------------- ---------- --------
Net sales to external customers:
Magnet systems & components $ 14,427 $ 14,427
Refrigeration equipment $ 5,810 5,810
Other $ 2,032 2,032
----------------- --------------- ---------- --------
Total 14,427 5,810 2,032 22,269
Segment operating profit (loss) 211 593 (562) 242
Total assets $ 162,854 $ 9,339 $ 10,673 $182,866
Three Months Ended
---------------------------------------------------------------------
August 25, 2002
---------------------------------------------------------------------
Magnetic Energy
Resonance Imaging Instrumentation Technology Total
----------------- --------------- ---------- --------
Net sales to external customers:
Magnet systems & components $ 30,260 $ 30,260
Refrigeration equipment $ 4,557 4,557
Other $ 363 363
----------------- --------------- ---------- --------
Total 30,260 4,557 363 35,180
Segment operating profit (loss) 7,485 (114) (2,072) 5,299
Total assets $ 156,584 $ 9,925 $ 8,201 $174,710
11
The following are reconciliations of the information used by the chief
operating decision maker to the Company's consolidated totals:
(Dollars in Thousands) Three Months Ended
---------------------------------------
August 24, 2003 August 25, 2002
--------------- ---------------
Reconciliation of income before income taxes:
Total operating profit from reportable segments $ 242 $ 5,299
Intercompany profit in ending inventory 16
--------------- ---------------
Net operating profit 242 5,315
Interest and other income 281 431
Interest and other expense (122) (111)
Gain (loss) on available for sale securities (18)
--------------- ---------------
Income before income taxes $ 401 $ 5,617
=============== ===============
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.
The components of other intangibles are as follows:
(Dollars in Thousands)
As of August 24, 2003
------------------------------------------------
Weighted
Gross Carrying Accumulated Average Life
Amount Amortization in Years
------------------- ------------ ------------
Amortized Intangible Assets
Production Rights $ 8,750 $ 5,834 5.5
Patents 3,748 833 17.9
Trade Name 960 324 20.0
Unpatented Technology 930 930 5.0
------------------- ------------ ------------
$ 14,388 $ 7,921 9.7
=================== ============
Aggregate amortization expense for the three months ended August 24,
2003 and August 25, 2002 was $461,000 and $460,000, respectively.
12
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 August 24, 2003. Management evaluated goodwill for impairment
during the quarter ended November 24, 2002 in accordance with SFAS No. 142 and
determined no impairment exists. Management will perform the next annual
goodwill impairment test during the quarter ended November 23, 2003.
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
August 24, 2003, the Company had outstanding interest rate swap agreements with
a commercial bank, having a notional principal amount of approximately $4.6
million. Those agreements effectively change the Company's interest rate
exposure on its mortgages due 2005 to a fixed 6.88%. The interest rate swap
agreement matures at the time the related notes mature. The Company is exposed
to credit loss in the event of non-performance by the other parties to the
interest rate swap agreement. However, the Company does not anticipate
non-performance by the counterparties.
Changes in the fair value of derivatives are recorded each period in
current earnings or other comprehensive income, depending on whether a
derivative is designated as part of a hedge transaction and, if it is, the type
of hedge transaction. For the three months ended August 24, 2003, the Company
recorded other comprehensive gain of $72,000 net of tax.
13
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.
14
Critical Accounting Policies and Estimates
- ------------------------------------------
The Company's discussion and analysis of its financial condition and
results of operations are based upon, in part, the Company's consolidated
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America (GAAP). The
preparation of these financial statements requires the Company to make estimates
and judgments that affect assets, liabilities, revenues, expenses and related
disclosure of contingent liabilities.
The Company recognizes revenue and profit on long-term development
contracts based upon 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 August 24, 2003
and August 25, 2002, these systems comprised approximately 5.1% and 8.8% 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.
15
The Company maintains a provision 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.
The Company records an investment impairment charge on
available-for-sale securities when it believes an investment has experienced a
decline in value that is other than temporary. Future adverse changes in market
conditions or poor operating results of underlying investments could result in
losses or an inability to recover the carrying value of the investment. During
fiscal year 2003 the Company sold all remaining shares of Ultralife Batteries
Inc. Therefore, as of August 24, 2003 the Company had no remaining
available-for-sale securities.
Results Of Operations
---------------------
For the three months ended August 24, 2003, sales decreased about $12.9
million or 36.7%, to $22.3 million, from $35.2 million for the same period last
year. This decrease is primarily driven by a decline in MRI segment sales as a
result of the anticipated decline 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 of the MRI segment decreased $15.8 million or 52.3%, to $14.4
million for the three months ended August 24, 2003 verses the same period last
year. This decrease is largely due to the anticipated decline in magnet
shipments amounting to $16.5 million related to the transition of managing the
supply chain logistics for Philips Medical Systems. This decrease was partially
offset by increases in contract revenue and RF coil sales of about $460,000 and
$145,000, respectively.
Instrumentation Segment Sales
-----------------------------
Instrumentation segment sales for the three months ended August 24,
2003, increased $1.3 million, or 27.5% to $5.8 million over the same period last
year. This increase is due to continued sales growth in our vacuum markets
amounting to $780,000 as well as $600,000 from a stronger demand in the
semiconductor market.
Energy Technology Segment Sales
-------------------------------
Sales of the Energy Technology segment increased $1.6 million to $2.0
million for the quarter ending August 24, 2003. This increase resulted from
additional funding received on existing programs primarily involving HTS
devices.
16
Gross Profit
------------
Overall, gross profit decreased $5.1 million to about $8.5 million or
38% of sales for the three months ended August 24, 2003 from $13.6 million or
39% of sales for the same period last year. Reduced shipments and selling prices
on magnets combined with the inability to fully absorb fixed costs partially
offset by an increase in RF-coil sales, resulted in the MRI segment decrease of
$7.2 million. The Instrumentation segment offset this decrease by $880,000
through an improved performance from within the traditional vacuum product line.
The Energy Technology segment experienced a gross profit increase of $1.3
million resulting from $1.2 million of funding received for costs that were
expensed in prior periods.
Internal Research and Development
---------------------------------
Internal research and development declined $564,000 or 16.2% to $2.9
million from $3.5 million for the three months ended August 24, 2003. This
decrease primarily resulted from increased third party funding of about $480,000
for continued development on magnet systems, combined with a $185,000 allocation
of research and development resources to support manufacturing processes at
Polycold. These decreases were partially offset through increased spending on
various HTS projects in our Energy Technology segment amounting to $85,000.
Selling, General and Administrative
-----------------------------------
For the three months ended August 24, 2003, selling, general and
administrative expenses, increased from prior year by about $520,000 or nearly
12.0% to $4.9 million. This increase is primarily due to increases in staffing
and relocation costs of about $530,000. In addition, Director and professional
fees increased about $280,000, partially offset by a reduction in incentive
compensation and recruiting costs of about $240,000.
Operating income
----------------
For the three months ended, operating income decreased over the same
period last year by approximately $5.1 million, to $242,000. This decrease is
largely evident in our MRI segment with the reduction in net sales and the
inability to fully absorb our fixed costs. This decrease was partially offset by
increased sales and profit from our Instrumentation and Energy Technology
segments
Interest and other
------------------
Interest and other income decreased $150,000 from the three months
ended August 25, 2002 to $281,000 for three months ended August 24, 2003. This
decrease was primarily due to the continued decline in the interest rate
environment, despite increases in our cash balances.
Our effective tax rate for the three months ended August 24, 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.
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Liquidity and Capital Commitments
- ---------------------------------
For the three months ended August 25, 2003, we used $512,000 in cash
from operating activities compared to $9.7 million of cash generated in the same
period last year. The decrease in cash was primarily driven by the reduction in
earnings and an increase in working capital. In the current period, cash used in
investing activities which is comprised solely of plant, property and equipment
purchases of $1.4 million increased about $567,000 from the previous year.
Financing activities for the quarter ended August 24, 2003, generated $856,000
compared to the $6.4 million of cash used in the same period last year. The cash
generated was a result of increases in proceeds received from exercised options
of $2.5 million combined with decreases in treasury shares purchased of $1.8
million and advances of $2.9 million to employees under the shareholder approved
executive stock purchase plans. These events were primarily driven by the strong
performance of our common stock during the current quarter.
Our capital and resource commitments as of August 24, 2003 consisted of
capital equipment commitments of approximately $1,522,000. These commitments
consisted of machinery, equipment and tooling used to improve the production
process and in research and development. Additionally, some of the capital
commitment is for computers and computer equipment to improve engineering
efficiency. Individually, none of these commitments are considered significant.
At August 24, 2003, we had a $50 million unsecured line of credit with
three banks. Borrowings under the line bear interest at the London Interbank
Offered Rate (LIBOR) plus an applicable margin or prime plus an applicable
margin, at our option. The line was not in use during the quarter. It expires in
September 2004.
We believe we have adequate resources to meet our needs for the
short-term from our existing cash balances, our expected cash generation in the
current fiscal year, and our 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.
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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.
19
PART II: OTHER INFORMATION
ITEM 6: Exhibits and Reports on Form 8K.
(a) Exhibits
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 on Form 8K
None
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERMAGNETICS GENERAL CORPORATION
Dated: October 1, 2003 By: /s/Glenn H. Epstein
-----------------------------------------
Glenn H. Epstein
Chairman and Chief Executive Officer
Dated: October 1, 2003 By: /s/Michael K. Burke
----------------------------------------
Michael K. Burke
Executive Vice President and
Chief Financial Officer
21