<PAGE>
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 30, 1998
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 - 12,415,225 as of October 6, 1998.
<PAGE>
INTERMAGNETICS GENERAL CORPORATION
CONTENTS
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1: Financial Statements:
<S> <C>
Consolidated Balance Sheets - August 30, 1998 and May 31, 1998..................................3
Consolidated Statements of Income - Three Months Ended August 30, 1998
and August 24, 1997...........................................................................5
Consolidated Statements of Cash Flows - Three Months Ended August 30, 1998
and August 24, 1997...........................................................................6
Notes to Consolidated Financial Statements......................................................7
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................................................11
PART II - OTHER INFORMATION.............................................................................14
SIGNATURES..............................................................................................15
</TABLE>
<PAGE>
CONSOLIDATED BALANCE SHEETS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands)
<TABLE>
<CAPTION>
August 30, May 31,
1998 1998
------------ ------------
(Unaudited)
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash and short-term investments $ 2,828 $ 2,993
Trade accounts receivable, less allowance
(Aug 30 - $374; May 31 - $350) 20,959 14,802
Costs and estimated earnings in excess of
billings on uncompleted contracts 2,953 4,660
Inventories:
Finished products 970 1,045
Work in process 16,944 18,313
Materials and supplies 13,101 13,491
------------ ------------
31,015 32,849
Prepaid expenses and other 5,017 5,006
------------ ------------
TOTAL CURRENT ASSETS 62,772 60,310
PROPERTY, PLANT AND EQUIPMENT
Land and improvements 1,479 1,479
Buildings and improvements 16,619 16,604
Machinery and equipment 39,721 39,421
Leasehold improvements 649 649
------------ ------------
58,468 58,153
Less allowances for depreciation and amortization 33,505 32,445
------------ ------------
24,963 25,708
Equipment in process of construction 2,936 2,231
------------ ------------
27,899 27,939
INTANGIBLE AND OTHER ASSETS
Available for sale securities 2,025 3,450
Other investments 5,339 5,178
Investment in affiliates 7,334 7,564
Notes receivable from affiliate 2,468 2,476
Excess of cost over net assets acquired, less
accumulated amortization (August 30 - $1,503; May 31 - $1,166) 18,629 18,966
Other assets 1,840 1,893
------------ ------------
TOTAL ASSETS $128,306 $127,776
============ ============
</TABLE>
(Continued)
<PAGE>
<TABLE>
<CAPTION>
August 30, May 31,
1998 1998
---------------- --------------
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
<S> <C> <C>
Current portion of long-term debt $ 276 $ 272
Note payable 5,000
Accounts payable 5,283 6,076
Salaries, wages and related items 3,650 3,647
Customer advances and deposits 321 298
Product warranty reserve 1,027 996
Accrued income taxes 1,424 2,411
Other liabilities and accrued expenses 1,301 1,117
---------------- --------------
TOTAL CURRENT LIABILITIES 18,282 14,817
LONG-TERM DEBT, less current portion 28,780 28,833
DEFERRED INCOME TAXES 325
SHAREHOLDERS' EQUITY
Preferred Stock, par value $.10 per share:
Authorized - 2,000,000 shares
Issued and outstanding - 6,999 6,999
(August 30, 1998 - 69,992 shares;
May 31, 1998 - 69,992 shares)
Common Stock, par value $.10 per share:
Authorized - 40,000,000 shares
Issued and outstanding (including shares in treasury):
August 30, 1998 - 13,444,446 shares
May 31, 1998 - 13,334,280 shares 1,344 1,334
Additional paid-in capital 81,582 81,008
Accumulated deficit (76) (1,081)
Accumulated other comprehensive income (loss) (230) 496
---------------- --------------
89,619 88,756
Less cost of Common Stock in treasury
(August 30, 1998 - 953,260 shares;
May 31, 1998 - 562,175 shares) (8,375) (4,955)
---------------- --------------
81,244 83,801
---------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $128,300 $127,776
================ ==============
</TABLE>
See notes to consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------
August 30, August 24,
1998 1997
------------ ------------
<S> <C> <C>
NET SALES $ 26,494 $ 21,020
Cost of products sold 16,713 12,952
------------ ------------
Gross margin 9,781 8,068
Product research and development 1,838 2,095
Marketing, general and administrative 5,471 4,912
Amortization of intangible assets 355 201
------------ ------------
7,664 7,208
------------ ------------
Operating income 2,117 860
Interest and other income 372 486
Interest and other expense (527) (503)
Equity in net loss of unconsolidated affiliates (230) (87)
------------ ------------
Income before income taxes 1,732 756
Provision for income taxes 727 295
------------ ------------
NET INCOME $ 1,005 $ 461
============ ============
Earnings per Common Share:
Basic $ .08 $ .04
============ ============
Diluted $ .07 $ .04
============ ============
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
------------------------------
August 30, August 24,
1998 1997
------------ ------------
OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 1,005 $ 461
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 1,464 1,219
Non-cash expense from warrants issued 150
Equity in net loss of unconsolidated affiliates 230 87
Change in operating assets and liabilities:
Increase in accounts receivable and costs and estimated
earnings in excess of billings on uncompleted contracts (4,450) (1,706)
(Increase) decrease in inventories and prepaid expenses and other 1,823 (1,904)
Decrease in accounts payable and accrued expenses (1,539) (459)
Change in foreign currency translation adjustments 207 150
------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (1,260) (2,002)
INVESTING ACTIVITIES
Purchases of property, plant and equipment (1,020) (759)
Investment in and advances to unconsolidated affiliates (609)
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (1,020) (1,368)
FINANCING ACTIVITIES
Proceeds from short-term borrowings 5,000
Proceeds from sale of warrants 120
Purchase of Treasury Stock (3,037) (459)
Proceeds from sales of Common Stock 201 397
Principal payments on note payable and long-term debt (49) (44)
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,115 14
------------ ------------
DECREASE IN CASH AND SHORT-TERM INVESTMENTS (165) (3,356)
CASH AND SHORT-TERM INVESTMENTS AT BEGINNING OF PERIOD 2,993 12,667
------------ ------------
CASH AND SHORT-TERM INVESTMENTS AT END OF PERIOD $2,828 $9,311
============ ============
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
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 financial position at August 30, 1998
and the results of operations and cash flows for the three-month periods ended
August 30, 1998 and August 24, 1997. The results for the three months ended
August 30, 1998 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 31, 1998, filed on Form 10-K on August 28, 1998.
Prior period financial information has been reclassified to conform to
current period presentation.
Note B - Earnings Per Share
A summary of the shares used in the calculation of earnings per share
is shown below:
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended
------------------------------------------------------------------
August 30, 1998 August 24, 1997
-------------------------------- --------------------------------
<S> <C> <C> <C> <C>
Income available to common stockholders $ 1,005 $ 461
Weighted average shares 12,616,387 12,743,188
Plus incremental shares from assumed conversions:
Convertible preferred stock 992,554 0
Stock options 199,183 413,115
--------------- ---------------
Dilutive potential common shares 1,191,737 413,115
--------------- ---------------
Adjusted weighted average shares 13,808,124 13,156,303
=============== ===============
Earnings per common share:
Basic $ 0.08 $ 0.04
===============
===============
Diluted $ 0.07 $ 0.04
=============== ===============
</TABLE>
7
<PAGE>
Diluted shares include the potential dilutive effect of outstanding
convertible preferred stock and stock options. Shares issuable upon exercise of
warrants and conversion of convertible subordinated debentures have been
excluded from the calculation as their effect would be antidilutive. Shares for
the periods presented have been adjusted to reflect a 2% stock dividend
distributed September 17, 1998 as described in Note D.
Note C - Comprehensive Income
Effective June 1, 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income." This
Statement requires that all items recognized under accounting standards as
components of comprehensive income or loss be reported in an annual financial
statement that is displayed with the same prominence as other annual financial
statements. This Statement also requires that an entity classify items of other
comprehensive income or loss by their nature in annual financial statements.
The Company's total comprehensive earnings were as follows:
<TABLE>
<CAPTION>
(Dollars in Thousands)
Three Months Ended
-----------------------------
Aug. 30, 1998 Aug. 24, 1997
------------- -------------
<S> <C> <C>
Net income $1,005 $ 461
Other comprehensive income (loss):
Unrealized gain (loss) on available-for-
sale securities (Ultralife
Batteries,Inc.), net of related taxes (933) 861
Foreign currency translation 207 149
------- ------
Total comprehensive income $ 279 $1,471
======= ======
</TABLE>
Note D - Stock Dividend
On July 21, 1998, the Company declared a 2% stock dividend which was
distributed on all outstanding shares, except Treasury Stock, on September 17,
1998 to all shareholders of record on August 27, 1998. The consolidated
financial statements have been adjusted retroactively to reflect this stock
dividend in all numbers of shares, prices per share and earnings per share.
8
<PAGE>
Note E - New Accounting Pronouncements
In June, 1997, the Financial Accounting Standards Board ("FASB") issued
SFAS 131, "Disclosures about Segments of an Enterprise and Related Information."
SFAS 131 establishes standards for the way public business enterprises are to
report information about operating segments in annual financial statements and
requires those enterprises to report selected information about operating
segments in interim financial reports issued to shareholders, SFAS 131 focuses
on a "management approach" concept as the basis for identifying reportable
segments. The management approach is based on the way that management organizes
the segments within the enterprise for making operating decisions and assessing
performance.
SFAS 131 is effective for fiscal years beginning after December 15,
1997. The Company will comply with the reporting requirements of SFAS 131 for
the fiscal year ending May 30, 1999. Management anticipates that the effect of
the adoption of SFAS 131 will not significantly impact the current presentation
of the Company's segment disclosure as the current reportable segments are
consistent with the "management approach" methodology outlined in SFAS 131.
In February, 1998, the FASB issued SFAS 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits." SFAS 132 revises employers'
disclosures about pension and other postretirement benefit plans, but does not
change the measurement or recognition of those plans. SFAS 132 is effective for
fiscal years beginning after December 15, 1997. The Company will comply with the
reporting requirements of SFAS 132 for the fiscal year ending May 30, 1999.
In March, 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-1, "Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use." SOP 98-1 requires
that certain costs related to the development or purchase of internal-use
software be capitalized and amortized over the estimated useful life of the
software. SOP 98-1 also requires that costs related to the preliminary project
stage and post-implementation/operations stage of an internal-use computer
software development project be expensed as incurred. SOP 98-1 is effective for
fiscal years beginning after December 15, 1998. The Company will comply with the
reporting requirements of SOP 98-1 for the fiscal year ending May 28, 2000.
Management anticipates that the effect of adoption of SOP 98-1 will not have a
material effect on the Company's consolidated financial statements.
9
<PAGE>
In March, 1998, the AICPA issued SOP 98-5, "Reporting on the Costs of
Start-up Activities." SOP 98-5 requires the expensing of certain costs such as
pre-operating expenses and organizational costs associated with a company's
start-up activities. SOP 98-5 is effective for fiscal years beginning after
December 15, 1998. The effect of adoption is required to be accounted for as a
cumulative change in accounting principle. The Company adopted the reporting
requirements of SOP 98-5 as of June 1, 1998 and there was no cumulative effect
of change in accounting principle as a result of adoption.
In June, 1998, the FASB issued SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. SFAS 133 is effective
for all fiscal quarters of fiscal years beginning after June 15, 1999.
Management is currently evaluating the impact of SFAS 133 on the Company's
consolidated financial statements.
10
<PAGE>
INTERMAGNETICS GENERAL CORPORATION
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The statements contained in this report which are not historical fact
are "forward-looking statements" that involve various important assumptions,
risks, uncertainties and other factors which could cause the Company's actual
results for 1999 and beyond to differ materially from those expressed in such
forward-looking statements. These important factors include, without limitation,
the assumptions, risks, and uncertainties set forth herein, as well as other
assumptions, risks, uncertainties and factors disclosed elsewhere in this report
and in the Company's press releases, shareholders' reports and filings with the
Securities and Exchange Commission.
During the first quarter of fiscal 1999, net sales were 26% higher than
the first quarter of fiscal 1998, with increased sales of both Magnetic Products
and Refrigeration Products. Results for the current quarter include Polycold
Systems International, Inc. ("Polycold"), which was acquired in November, 1997.
Gross margin rates declined slightly due to a less favorable product mix and
continued reductions in selling prices.
In the first quarter of fiscal 1999, sales were higher in the Magnetic
Products segment due to increased demand for MRI magnets, RF coils and much
higher sales of superconducting materials for MRI. Sales were higher in the
Refrigeration Products segment with the inclusion of Polycold, despite lower
than expected sales of FRIGC(R) refrigerants due in part to an apparently
adequate, although diminishing, supply of R-12. Gross margin rates declined
slightly for Magnetic Products due to an unfavorable sales mix. Gross margin
rates for Refrigeration Products were slightly lower, despite the inclusion of
Polycold, due to a less favorable sales mix and continued competitive pricing
pressures.
Internal research and development expenses were 12% lower in the
current quarter compared to the first quarter of fiscal 1998 as certain
developmental programs were completed. Externally-funded programs continued to
decline. Marketing, general and administrative expenses increased approximately
11% in the first quarter of fiscal 1999 compared to the same period in fiscal
1998 principally due to the inclusion of Polycold, which more than offset
declines in expenses related to FRIGC refrigerants and IMiG-MRI systems. The
Company's effective income tax rate increased to 42%, up from 39% in the first
quarter of fiscal 1998, due to the effect of increased non-deductible
amortization of intangible assets associated with recent acquisitions.
11
<PAGE>
Year 2000 Compliance - The "year 2000 problem" arises because many
existing computer programs ("information technology," or "IT"), as well as non
- -IT systems that use embedded technology such as microcontrollers or "chips,"
only use the last two digits to refer to a year and therefore do not properly
recognize that a year that ends with "00" (i.e. "2000") should follow the year
that ends with "99" (i.e. "1999"). If not corrected, there is a fear that many
IT and non-IT systems will fail or create errors. Generally, no one knows the
extent of the potential impact of the year 2000 problem.
The Company's management has taken a variety of steps in an effort to
assess our readiness for this year 2000 situation. Management has considered
whether the Company will have a year 2000 problem with regard to both IT systems
as well as non-IT systems ("business systems") as follows:
The Company has developed and is implementing an assessment and
remediation plan to identify and fix potential problems that could occur because
an identified IT or non-IT system cannot properly deal with the year 2000 and
beyond. This plan encompasses all of the Company's business entities, business
partners and all suppliers of materials and services ("vendors"). At present,
management believes that its assessment and remediation plan is approximately
25% complete.
The Company's assessment and remediation plan has identified that
several of the present business systems are not year 2000 compliant. The Company
has had an ongoing project to install an enterprise-wide software system
designed to integrate all business entities. This project began in 1996. The
software and hardware selected for this project is year 2000 compliant and is
expected to be implemented during the Company's current fiscal year.
The Company has also identified certain telephone and HVAC systems as
not being year 2000 compliant. These systems are being corrected at a cost
estimated at $10,000, which will be expensed as incurred.
In addition, the Company has requested all of its business partners
and vendors to describe their state of readiness. While it is difficult to
predict the impact of year 2000 problems at our business partners and vendors,
results to date have not indicated any significant problems. The Company intends
to remediate any problems that occur in this area by qualifying new suppliers or
increasing strategic inventory levels if new suppliers are not considered
practical. Currently, the Company believes that it possesses adequate financial
resources to provide for such additional inventory, however no assurances can be
made. The Company will develop other contingency plans as other problems are
encountered.
12
<PAGE>
While at present, the Company believes that the cost of completing the
assessment and remediation plan will not be material, and that the risks to the
Company with respect to year 2000 issues are not significant, the Company
cannot, at this time, fully assess the potential impact. Management will
continue to examine the year 2000 issue as it potentially impacts the Company
and will develop contingency plans as necessary. We cannot predict the
likelihood that year 2000 problems will cause a significant disruption in the
economy as a whole.
During the first quarter of fiscal 1999, the Company used cash of
$1,260,000 to fund operating activities, principally increases in receivables,
$1,020,000 in investing activities for machinery and equipment and $3,037,000 to
purchase Treasury Stock. To meet these cash needs, the Company borrowed
$5,000,000 under its bank line of credit.
The Company's capital resource commitments as of August 30, 1998
consist principally of capital equipment commitments of approximately $800,000.
The Company has an unsecured line of credit of $25,000,000 which expires in
November, 2000, of which $5,000,000 was in use on August 30, 1998. The Company
believes that it will have sufficient working capital to meet its needs for the
foreseeable future. However, pursuit of large scale applications in
superconductivity and new refrigerants may require the Company to seek
additional financing in future years.
13
<PAGE>
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None filed during the quarter ended August 30, 1998.
14
<PAGE>
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 9, 1998 By: /s/Carl H. Rosner
------------------------------------
Carl H. Rosner
Chairman and Chief Executive Officer
Dated: October 9, 1998 By: /s/Michael C. Zeigler
------------------------------------
Michael C. Zeigler
Senior Vice President, Finance
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-30-1999
<PERIOD-END> AUG-30-1998
<CASH> 2,828
<SECURITIES> 0
<RECEIVABLES> 21,333
<ALLOWANCES> 374
<INVENTORY> 31,015
<CURRENT-ASSETS> 62,772
<PP&E> 61,404
<DEPRECIATION> 33,505
<TOTAL-ASSETS> 128,306
<CURRENT-LIABILITIES> 18,282
<BONDS> 28,780
0
6,999
<COMMON> 1,344
<OTHER-SE> 72,901
<TOTAL-LIABILITY-AND-EQUITY> 128,306
<SALES> 26,494
<TOTAL-REVENUES> 26,866
<CGS> 16,713
<TOTAL-COSTS> 16,713
<OTHER-EXPENSES> 7,894
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 527
<INCOME-PRETAX> 1,732
<INCOME-TAX> 727
<INCOME-CONTINUING> 1,005
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,005
<EPS-PRIMARY> .08
<EPS-DILUTED> .07
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1998
<PERIOD-END> AUG-24-1997
<CASH> 9,311
<SECURITIES> 0
<RECEIVABLES> 22,457
<ALLOWANCES> 309
<INVENTORY> 28,054
<CURRENT-ASSETS> 63,502
<PP&E> 57,927
<DEPRECIATION> 29,594
<TOTAL-ASSETS> 118,099
<CURRENT-LIABILITIES> 12,996
<BONDS> 29,058
0
0
<COMMON> 1,270
<OTHER-SE> 73,946
<TOTAL-LIABILITY-AND-EQUITY> 118,099
<SALES> 21,020
<TOTAL-REVENUES> 21,506
<CGS> 12,952
<TOTAL-COSTS> 12,952
<OTHER-EXPENSES> 7,295
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 503
<INCOME-PRETAX> 756
<INCOME-TAX> 295
<INCOME-CONTINUING> 461
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 461
<EPS-PRIMARY> .04
<EPS-DILUTED> .04
</TABLE>
