<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 February 28, 1999
-----------------
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 - 12,328,628 as of April 7, 1999.
<PAGE>
INTERMAGNETICS GENERAL CORPORATION
CONTENTS
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements:
Consolidated Balance Sheets - February 28, 1999 and May 31, 1998..... 3
Consolidated Statements of Income - Three Months and Nine Months
Ended February 28, 1999 and February 22, 1998....................... 5
Consolidated Statements of Cash Flows - Nine Months Ended February
28, 1999 and February 22, 1998...................................... 6
Notes to Consolidated Financial Statements........................... 7
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................12
PART II - OTHER INFORMATION...................................................17
SIGNATURES....................................................................18
2
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INTERMAGNETICS GENERAL CORPORATION
ITEM 1: FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
February 28, May 31,
1999 1998
------------ --------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and short-term investments $ 3,328 $ 2,993
Trade accounts receivable, less allowance
(February 28 - $527; May 31 - $350) 19,773 14,802
Costs and estimated earnings in excess of
billings on uncompleted contracts 1,196 4,660
Inventories:
Finished products 439 1,045
Work in process 17,519 18,313
Materials and supplies 14,342 13,491
------- -------
32,300 32,849
Prepaid expenses and other 5,124 5,006
------- -------
TOTAL CURRENT ASSETS 61,721 60,310
PROPERTY, PLANT AND EQUIPMENT
Land and improvements 1,479 1,479
Buildings and improvements 16,619 16,604
Machinery and equipment 39,643 39,421
Leasehold improvements 692 649
------- -------
58,433 58,153
Less allowances for depreciation and amortization 35,550 32,445
------- -------
22,883 25,708
Equipment in process of construction 3,260 2,231
------- -------
26,143 27,939
INTANGIBLE AND OTHER ASSETS
Available for sale securities 1,557 3,450
Other investments 6,027 5,178
Investment in affiliates 6,648 7,564
Notes receivable from affiliate 2,709 2,476
Excess of cost over net assets acquired, less
accumulated amortization (February 28 - $2,181;
May 31 - $1,166) 17,951 18,966
Other assets 1,748 1,893
------- -------
TOTAL ASSETS $124,504 $127,776
======== ========
See notes to consolidated financial statements.
3
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INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED BALANCE SHEETS, Continued
(Dollars in Thousands, Except Per Share Amounts)
LIABILITIES AND SHAREHOLDERS' EQUITY February 28, May 31,
1999 1998
------------ -------
(Unaudited)
CURRENT LIABILITIES
Current portion of long-term debt $ 326 $ 272
Note payable 1,600
Accounts payable 8,127 6,076
Salaries, wages and related items 3,865 3,647
Customer advances and deposits 1,778 298
Product warranty reserve 1,066 996
Accrued income taxes 2,411
Other liabilities and accrued expenses 2,316 1,117
------ ------
TOTAL CURRENT LIABILITIES 19,078 14,817
LONG-TERM DEBT, less current portion 26,708 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
February 28, 1999 - 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):
February 28, 1999 - 13,466,379 shares
May 31, 1998 - 13,334,280 shares 1,347 1,334
Additional paid-in capital 81,671 81,008
Accumulated deficit (1,073) (1,081)
Accumulated other comprehensive income (loss) (609) 496
------- -------
88,335 88,756
Less cost of Common Stock in treasury
(February 28, 1999 - 1,160,988 shares;
May 31, 1998 - 562,175 shares) (9,617) (4,955)
------- -------
78,718 83,801
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $124,504 $127,776
======== ========
See notes to consolidated financial statements.
4
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INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
----------------------------- ------------------------------
February February February February
28, 1999 22, 1998 28, 1999 22, 1998
------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
Net sales $23,004 $25,235 $75,461 $68,470
Cost of products sold 15,245 16,177 48,588 43,594
Inventory written off in restructuring - Note D 1,554
------------- ------------- ------------- --------------
15,245 16,177 50,142 43,594
------------- ------------- ------------- --------------
Gross margin 7,759 9,058 25,319 24,876
Product research and development 1,552 1,665 4,800 5,731
Marketing, general and administrative 4,735 5,357 15,889 14,894
Amortization of intangible assets 341 334 1,015 660
Restructuring charges - Note D 2,398
------------- ------------- ------------- --------------
6,628 7,356 24,102 21,285
------------- ------------- ------------- --------------
Operating income 1,131 1,702 1,217 3,591
Interest and other income 681 507 1,458 1,472
Interest and other expense (465) (555) (1,622) (1,600)
Equity in net loss of unconsolidated affiliates (444) (317) (916) (400)
------------- ------------- ------------- --------------
Income before income taxes 903 1,337 137 3,063
Provision for income taxes 451 522 129 1,195
------------- ------------- ------------- --------------
NET INCOME $ 452 $ 815 $ 8 $1,868
============= ============= ============= ==============
Earnings per Common Share:
Basic $ 0.04 $ 0.06 $ 0.00 $ 0.15
============= ============= ============= ==============
Diluted $ 0.03 $ 0.06 $ 0.00 $ 0.14
============= ============= ============= ==============
</TABLE>
See notes to consolidated financial statements.
See Note D of Notes to Financial Statements for a description of the
restructuring charges included herein.
5
<PAGE>
INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
-------------------------------------
February 28, February 22,
1999 1998
----------------- -----------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 8 $ 1,868
Adjustments to reconcile net income to net cash provided by
operating activities:
Non-cash restructuring charges 3,952
Depreciation and amortization 4,468 3,857
Non-cash expense from warrants issued 450
Equity in net loss of unconsolidated affiliates 916 400
Gain on sale of assets (91)
Gain on debt redemption (275)
Change in operating assets and liabilities:
Increase in accounts receivable and costs and estimated
earnings in excess of billings on uncompleted contracts (1,645) (408)
Increase in inventories and prepaid expenses and other (1,122) (3,123)
Increase (decrease) in accounts payable and accrued expenses 1,684 (449)
Change in foreign currency translation adjustments and other 177 (62)
--------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 8,163 2,442
INVESTING ACTIVITIES
Cash acquired in acquisition 3,706
Purchases of property, plant and equipment (2,410) (2,059)
Proceeds from the sale of assets 93
Purchases of other investments (1,038)
Investment in and advances to unconsolidated affiliates (614) (1,427)
Repayments of advances by unconsolidated affiliate 381
--------- ----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (3,681) 313
FINANCING ACTIVITIES
Net proceeds from short-term borrowings 1,600
Proceeds from the sale of warrants 120
Purchase of Treasury Stock (4,182) (3,962)
Proceeds from sales of Common Stock 196 621
Early debt redemption (1,550)
Principal payments on note payable and long-term debt (211) (212)
--------- ----------
NET CASH USED IN FINANCING ACTIVITIES (4,147) (3,433)
--------- ----------
INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS 335 (678)
CASH AND SHORT-TERM INVESTMENTS AT BEGINNING OF PERIOD 2,993 12,667
--------- ----------
CASH AND SHORT-TERM INVESTMENTS AT END OF PERIOD $ 3,328 $ 11,989
========= ==========
</TABLE>
See notes to consolidated financial statements.
6
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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 February 28, 1999
and the results of operations and cash flows for the nine-month periods ended
February 28, 1999 and February 22, 1998. See Note D for a description of the
restructuring charges included in these financial statements. The results for
the three months and nine months ended February 28, 1999 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.
Certain prior year financial information has been reclassified to
conform to current year 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
---------------------------------------------------
February 28, 1999 February 22, 1998
------------------------ ------------------------
<S> <C> <C> <C> <C>
Income available to common shareholders $ 452 $ 815
Weighted average shares 12,349,960 12,753,799
Dilutive Potential Common Shares:
Convertible Preferred Stock 1,269,696 679,593
Stock options 66,668 248,520
--------- ---------
1,336,364 928,113
---------- -----------
Adjusted weighted average shares 13,686,324 13,681,912
========== ===========
Earnings per common share:
Basic $ 0.04 $ 0.06
========= ===========
Diluted $ 0.03 $ 0.06
========= ===========
</TABLE>
7
<PAGE>
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Nine Months Ended
---------------------------------------------------
February 28, 1999 February 22, 1998
------------------------ ------------------------
<S> <C> <C> <C> <C>
Income available to common shareholders $ 8 $ 1,868
Weighted average shares 12,460,295 12,750,210
Dilutive Potential Common Shares:
Convertible Preferred Stock 1,269,696 226,559
Stock options 124,723 325,324
---------- --------
1,394,419 551,883
---------- ----------
Adjusted weighted average shares 13,854,714 13,302,093
========== ==========
Earnings per common share:
Basic $ 0.00 $ 0.15
========== ==========
Diluted $ 0.00 $ 0.14
========== ==========
</TABLE>
Diluted shares include the potential dilutive effect of Convertible
Preferred Stock (which has increased dramatically due to the recent decline in
the Company's stock price) and stock options. Shares issuable upon 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 E.
Note C - Comprehensive Income
Effective June 1, 1998, the Company adopted Statement of Financial
Accounting Standards 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.
8
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The Company's total comprehensive income (loss) was as follows:
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
--------------------------- ---------------------------
Feb 28, 1999 Feb 22, 1998 Feb 28, 1999 Feb 22, 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net income $ 452 $ 815 $ 8 $1,868
Other comprehensive income (loss):
Unrealized gain (loss) on available-
for-sale securities, net of related taxes (289) 204 (1,282) 924
Foreign currency translation (182) (40) 177 4
----- ----- ------ ------
Total comprehensive income (loss) $ (19) $ 979 ($1,097) $2,796
====== ===== ======= ======
</TABLE>
Note D - Restructuring
During the second quarter, the Company received notice from Trex
Medical Corporation ("Trex") that it was not prepared to continue operating
under a distributor agreement under which Trex was to distribute the Company's
permanent magnet-based clinical MRI systems. The Company has filed suit against
Trex for breaching and repudiating the agreement. In November 1998, the Company
decided to exit this business and restructured its operations through the
closure of its Field Effects division, which was engaged in the manufacture and
sale of clinical MRI systems. As a result, the Company recorded a total
restructuring charge of $3,952,000, including liabilities recorded of $919,000,
comprised of the following:
Inventory write-down included in cost of
products sold $1,554,000
Restructuring charges:
Write-down of equipment to fair value 1,104,000
Provision for severance and lease obligations 722,000
Write-off of other assets 237,000
Other 335,000
---------
2,398,000
---------
Total $3,952,000
==========
9
<PAGE>
The Company vacated its premises, and moved existing equipment and
inventory to storage near its corporate headquarters. All usable equipment has
been transferred to other operations at its book value. Other equipment and
inventory have been written down to estimated realizable value. The Company is
actively engaged in attempting to sell such inventory and equipment. It is
estimated that this will take approximately one year.
The Company made a total of $433,000 in payments on liabilities
resulting from the business restructuring, as follows:
Beginning Ending
Balance Payments Balance
---------- ---------- ----------
Lease payments $475,000 $ 52,000 $423,000
Payroll related 226,000 226,000
Other 218,000 155,000 63,000
======== ======== ========
Total $919,000 $433,000 $486,000
======== ======== ========
Note E - 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.
Note F - New Accounting Pronouncements
In June, 1997, the 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
10
<PAGE>
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 adoption of SOP 98-1 will not have a material
effect on the Company's consolidated financial statements.
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 will comply with the
reporting requirements of SOP 98-5 for the fiscal year ending May 28, 2000.
Management anticipates that the adoption of SOP 98-5 will not have a material
effect on the Company's consolidated financial statements.
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.
11
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INTERMAGNETICS GENERAL CORPORATION
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
------------------------------------------------------------
Safe Harbor Statement
- ---------------------
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,
any 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, including, but not limited to, the risks
inherent in any litigation, the Company's ability to win greater market
acceptance for FRIGC, resolution of production problems and expanded product
sales for IGC-APD, continued strength and expansion in its core wire and MRI
magnet markets, as well as the Company's ability to identify and mitigate risks
associated with the year 2000 problem.
Results of Operations
- ---------------------
During the first nine months of fiscal 1999, net sales were 10% higher,
but were 9% lower in the third quarter than in the same periods of fiscal 1998.
Results for the current periods include IGC Polycold Systems, Inc. ("Polycold"),
which was acquired in November, 1997. Gross margin rates declined in the third
quarter due to increased manufacturing variances in the Refrigeration Products
segment and for the nine months due primarily to the write-off in November, 1998
of inventory associated with the closing of the Company's Field Effects ("FE")
division. See Note D of Notes to Financial Statements.
In the first nine months of fiscal 1999, sales were slightly higher in
the Magnetic Products segment due to increased demand for RF coils and much
higher sales of superconducting materials for MRI, but lower in the third
quarter due to the timing of shipments of, and continuing price reductions for,
MRI magnets. Sales were higher in the Refrigeration Products segment during the
first nine months with the inclusion of Polycold, but lower in the third quarter
due to the effect of the economic situation in Asia. Exclusive of the inventory
write-off discussed above, gross margin rates increased for Magnetic Products.
Gross margin rates for Refrigeration Products were lower, despite the inclusion
of Polycold, due to reduced sales, a less favorable sales mix, continued
competitive pricing pressures, and manufacturing variances.
12
<PAGE>
Internal research and development expenses were lower in the first nine
months and third quarter compared to the same periods of fiscal 1998, as certain
developmental programs were completed and engineering efforts were devoted to
marketing and manufacturing support. Externally-funded programs continued to
decline. Marketing, general and administrative expenses decreased in the third
quarter, but increased in the first nine months of fiscal 1999 compared to the
same period in fiscal 1998 due to the inclusion of Polycold, which more than
offset declines in other business units. In connection with the termination of
the FE business operations in the second quarter of fiscal 1999, the Company
recorded a charge to operations of $2,398,000 relating to costs associated with
present and future expenses necessary to close out the business unit. During the
third quarter the Company recorded a pre-tax gain of approximately $275,000
resulting from the early redemption of $1,860,000 of the outstanding 5 3/4%
Convertible Subordinated Debentures due 2003, which is included in Interest and
other income.
Interest expense was lower in the third quarter of fiscal 1999 than in
the same period of fiscal 1998, due to the repayment of the short-term note
issued last year in the acquisition of Polycold. The Company's tax rate
increased in fiscal 1999 due to the increase in amortization of intangible
assets arising from the Polycold acquisition in fiscal 1998. This amortization
expense, along with amortization associated with intangibles acquired in the
acquisition of Medical Advances, Inc., must be recorded on the Company's books,
but is not allowed as a deduction on the Company's tax return, resulting in a
much higher provision for income taxes than one would expect based on the
current level of pre-tax income.
Year 2000 Issues
- ----------------
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, it is possible 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.
State of Readiness:
The Company has developed and is implementing an assessment and
remediation plan to identify and, if necessary, correct potential year 2000
problems in the following areas:
13
<PAGE>
1. Computer Systems. The Company has evaluated all desktop and server systems
for the existence of year 2000 problems using commercial evaluation
software. A small number of systems will require upgrade or replacement.
These should be corrected before November, 1999.
2. Business Software. 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. Both the software and hardware
selected for this project are year 2000 compliant and are expected to be
implemented before August, 1999. This represents about a three-month delay
from the originally expected implementation date of May, 1999.
3. Non-IT Systems. These include heating and air conditioning (HVAC),
communication and security systems, as well as tools using embedded chips
used in the manufacturing process. The Company has completed its evaluation
of all HVAC, communication and security systems, and has developed
replacement or upgrade plans to correct the problems encountered. These
plans will be completed before the end of 1999. The Company has also
completed the evaluation of tools using embedded chips. A small number of
non-IT systems used as test systems require upgrade. These systems should
be corrected before September, 1999.
4. Business Partners. The Company has requested all of its customers and
vendors to describe their state of readiness. While it is difficult to
predict the impact of year 2000 problems at our customers and vendors,
results to date have not indicated any significant problems. This process
is approximately 75% complete and is expected to be finished by the end of
May, 1999. 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.
Costs:
The Company estimates that the total cost of its assessment and
remediation plan will amount to approximately $2.7 million, which is being
funded through operating cash flows. Included in this amount is approximately $2
million for the replacement of the business systems described above, which is
being capitalized because its purchase and implementation was primarily related
to increases in system functionality. Approximately $1.7 million of the expected
total cost has been incurred to date.
14
<PAGE>
Risks and Contingency Plans:
While the Company expects to achieve full year 2000 compliance before
the end of 1999, it recognizes that there are certain risks that are outside of
its control. Although there have been no problems identified to date, the
Company believes that the greatest risk comes from the possibility that
significant suppliers of materials or services (electricity, telephone, banking,
etc.) will not be year 2000 compliant and that such lack of compliance will
impact delivery of those materials or services. The Company has established, as
part of its year 2000 team, a group representing each business unit which is
tasked with identifying areas where problems could occur, assessing the
likelihood of problems and developing a list of actions which could be taken to
reduce or eliminate such risks. Examples of such actions are increasing
strategic inventories to enable the Company to work through a period where
supply or production is disrupted, maintaining cash on hand to meet payrolls and
the establishment of alternate arrangements for electric power. The Company
expects this group to complete its evaluation of possible actions and report its
findings to management by June, 1999. Management will then select appropriate
actions based on an assessment of the likelihood of a problem and the
practicality, cost and effectiveness of the proposed action.
Liquidity and Capital Commitments
- ---------------------------------
During the first nine months of fiscal 1999, the Company generated cash
of $8,163,000 from operating activities of which $3,681,000 was used in
investing activities, principally for machinery and equipment in the amount of
$2,410,000 and a $1,000,000 investment in a refrigeration product company. Also,
the Company used $4,147,000 in financing activities, primarily for the
repurchase of $4,182,000 of Treasury Stock and $1,550,000 for the early
retirement of $1,860,000 5 3/4% Convertible Subordinated Debentures due in
September, 2003, offset by $1,600,000 in net proceeds provided by short-term
borrowings under the Company's line of credit.
Recently the Company confirmed that it is negotiating with its French
joint venture partner, Alstom S.A., to assume the Alstom-Intermagnetics ("AISA")
magnetic resonance imaging (MRI) magnet production operations currently located
in Belfort, France. Production would move to Intermagnetics' New York facility
early in the Year 2000. Alstom S.A. currently has a 55% interest in AISA, which
produces a total of more than $15 million in annual revenue. The final agreement
is subject to the approval of both Companies' Boards of Directors and will
require the Company to make a cash payment for the purchase, of which $4,250,000
was advanced to Alstom S.A. in the fourth quarter. The Company expects to
utilize its existing line of credit to finance these payments.
15
<PAGE>
The Company's capital resource commitments as of February 28, 1999
consist principally of capital equipment commitments of approximately
$1,600,000. The Company has an unsecured line of credit of $25,000,000 which
expires in November, 2000, of which $1,600,000 was in use on February 28, 1999.
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.
16
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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 February 28, 1999.
17
<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: April 13, 1999 By: /s/Carl H. Rosner
-----------------------------------
Carl H. Rosner
Chairman and Chief Executive Officer
Dated: April 13, 1999 By: /s/Michael C. Zeigler
-----------------------------------
Michael C. Zeigler
Senior Vice President, Finance
18
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<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-30-1999
<PERIOD-END> FEB-28-1999
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0
6,999
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