<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 27, 2000
-----------------
or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _______ to _______
Commission file number 1-11344
INTERMAGNETICS GENERAL CORPORATION
----------------------------------
(Exact name of registrant as specified in its charter)
New York 14-1537454
------------------------------ --------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 Old Niskayuna Road, PO Box 461, Latham, NY 12110-0461
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(518) 782-1122
--------------
(Registrant's telephone number, including area code)
---------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No .
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, $.10 par value - 13,273,172 as of April 5, 2000.
<PAGE>
INTERMAGNETICS GENERAL CORPORATION
CONTENTS
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1: Financial Statements:
<S> <C> <C>
Consolidated Balance Sheets - February 27, 2000 and May 30, 1999................................3
Consolidated Statements of Operations - Three Months and Nine Months Ended
February 27, 2000 and February 28, 1999.......................................................5
Consolidated Statements of Cash Flows - Nine Months Ended February 27, 2000
and February 28, 1999.........................................................................6
Notes to Consolidated Financial Statements......................................................7
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................................................15
Item 3: Quantitative and Qualitative Disclosures About Market Risk.....................................19
PART II - OTHER INFORMATION.............................................................................20
SIGNATURES..............................................................................................21
</TABLE>
2
<PAGE>
CONSOLIDATED BALANCE SHEETS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
February 27, May 30,
2000 1999
-------- --------
ASSETS (unaudited)
CURRENT ASSETS
<S> <C> <C>
Cash and cash equivalents $ 11,441 $ 2,283
Trade accounts receivable, less allowance
(February 27, 2000 - $473; May 30, 1999 - $401) 18,237 22,275
Costs and estimated earnings in excess of
billings on uncompleted contracts 2,491 1,788
Inventories:
Finished products 1,080 1,106
Work in process 10,692 15,725
Materials and supplies 9,858 9,748
-------- --------
21,630 26,579
Income tax refund receivable 1,717
Deferred income taxes 4,069 4,069
Prepaid expenses and other 3,327 2,020
-------- --------
TOTAL CURRENT ASSETS 61,195 60,731
PROPERTY, PLANT AND EQUIPMENT
Land and improvements 1,479 1,479
Buildings and improvements 16,645 16,639
Machinery and equipment 38,670 38,500
Leasehold improvements 1,061 649
-------- --------
57,855 57,267
Less allowances for depreciation and amortization 34,573 33,090
-------- --------
23,282 24,177
Equipment in process of construction 3,023 1,798
-------- --------
26,305 25,975
INTANGIBLE AND OTHER ASSETS
Available for sale securities 10,406 6,224
Other investments 4,543 1,046
Investment in affiliate 3,736
Excess of cost over net assets acquired, less accumulated
amortization (February 27, 2000 - $3,529;
May 30, 1999 - $2,518) 16,607 17,618
Other intangibles, less accumulated amortization
(February 27, 2000- $265; May 30, 1999 - None) 8,485 8,750
Other assets 1,235 1,378
-------- --------
TOTAL ASSETS $128,776 $125,458
======== ========
(Continued)
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
February 27, May 30,
2000 1999
--------- ---------
LIABILITIES AND SHAREHOLDERS' EQUITY (unaudited)
CURRENT LIABILITIES
<S> <C> <C>
Current portion of long-term debt $ 1,427 $ 317
Borrowings under line of credit 4,850
Accounts payable 6,606 5,641
Salaries, wages and related items 3,432 3,396
Customer advances and deposits 1,945 2,065
Product warranty reserve 1,802 1,577
Accrued income taxes 1,324
Accrued termination payment 4,750 4,750
Accrual for affiliate financial guarantee 2,000
Other liabilities and accrued expenses 1,723 1,746
--------- ---------
TOTAL CURRENT LIABILITIES 23,009 26,342
LONG-TERM DEBT, less current portion 27,452 26,631
DEFERRED INCOME TAXES 2,012 312
SHAREHOLDERS' EQUITY
Preferred Stock, par value $.10 per share:
Authorized - 2,000,000 shares
Issued and outstanding - February 27, 2000 - None;
May 30, 1999 - 69,992 shares 6,999
Common Stock, par value $.10 per share:
Authorized - 40,000,000 shares
Issued and outstanding (including shares in treasury):
February 27, 2000 - 14,338,102 shares;
May 30, 1999 - 13,522,900 shares 1,434 1,352
Additional paid-in capital 88,021 82,175
Notes receivable from employees (1,666)
Accumulated deficit (3,683) (8,061)
Accumulated other comprehensive income (loss) 2,303 (668)
--------- ---------
86,409 81,797
Less cost of Common Stock in treasury
February 27, 2000 - 1,248,125 shares;
May 30, 1999 -1,161,690 shares (10,106) (9,624)
--------- ---------
76,303 72,173
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 128,776 $ 125,458
========= =========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------- ------------------------------
February 27, February 28, February 27, February 28,
2000 1999 2000 1999
----------- ----------- ------------ --------------
<S> <C> <C> <C> <C>
Net sales $ 28,081 $ 23,004 $ 83,409 $ 75,461
Cost of products sold 16,938 15,245 52,264 48,588
Inventory written off in restructuring 1,543 1,543 1,554
-------- -------- -------- --------
18,481 15,245 53,807 50,142
Gross margin 9,600 7,759 29,602 25,319
Product research and development 1,485 1,552 4,690 4,800
Marketing, general and administrative 6,484 4,735 17,066 15,889
Amortization of intangible assets 602 341 1,276 1,015
Restructuring charges 100 100 2,398
-------- -------- -------- --------
8,671 6,628 23,132 24,102
-------- -------- -------- --------
Operating income 929 1,131 6,470 1,217
Interest and other income 626 681 1,179 1,458
Interest and other expense (492) (465) (1,524) (1,622)
Recovery of write off of investment in
unconsolidated affiliate 1,620 1,620
Equity in net loss of unconsolidated affiliates (444) (236) (916)
-------- -------- -------- --------
Income before income taxes 2,683 903 7,509 137
Provision for income taxes 1,007 451 3,131 129
-------- -------- -------- --------
NET INCOME $ 1,676 $ 452 $ 4,378 $ 8
======== ======== ======== ========
Earnings per Common Share:
Basic $ 0.13 $ 0.04 $ 0.35 $ 0.00
======== ======== ======== ========
Diluted $ 0.13 $ 0.03 $ 0.33 $ 0.00
======== ======== ======== ========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands)
<TABLE>
<CAPTION>
Nine Months Ended
------------------------------------
February 27, February 28,
2000 1999
-------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 4,378 $ 8
Adjustments to reconcile net income to net cash provided by
operating activities:
Restructuring charges 2,000 3,952
Depreciation and amortization 4,316 4,468
Equity in net loss of unconsolidated affiliates 236 916
Recovery of write-off of investment in unconsolidated affiliate (1,620)
Non-cash compensation 29
Loss on disposal of assets 277
Gain on sale of available for sale securities (392)
Gain on debt redemption (275)
Change in operating assets and liabilities:
Decrease (increase) in accounts receivable and costs and estimated
earnings in excess of billings on uncompleted contracts 3,865 (1,645)
Decrease (increase) in inventories and prepaid expenses and other 3,755 (1,122)
Increase in accounts payable and accrued expenses 1,297 1,684
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 18,141 7,986
INVESTING ACTIVITIES
Purchases of property, plant and equipment (3,554) (2,410)
Proceeds from the sale of available for sale securities 995
Purchases of other investments (1,038)
Investment in and advances to unconsolidated affiliates (614)
Repayment of advances by unconsolidated affiliate 381
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (2,559) (3,681)
FINANCING ACTIVITIES
Net proceeds from (repayments of) short term borrowings (4,850) 1,600
Purchases of Treasury Stock (642) (4,182)
Proceeds from the exercise of stock options 1,788 196
Early debt redemption (1,550)
Loans to employees (1,666)
Redemption of Preferred Stock (682)
Principal payments on long-term debt (261) (211)
-------- --------
NET CASH USED IN FINANCING ACTIVITIES (6,313) (4,147)
EFFECT OF EXCHANGE RATE CHANGES ON CASH (111) 177
-------- --------
INCREASE IN CASH AND CASH EQUIVALENTS 9,269 158
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,283 2,993
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 11,441 $ 3,328
======== ========
</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 February 27, 2000
and the results of operations and cash flows for the nine-month periods ended
February 27, 2000 and February 28, 1999. The results for the three months and
nine months ended February 27, 2000 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 30, 1999, filed on Form
10-K on August 30, 1999.
Note B - Earnings (Loss) Per Common Share
A summary of the shares used in the calculation of earnings (loss) per Common
Share is shown below:
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended
------------------------------------------------------------------
February 27, 2000 February 28, 1999
-------------------------------- ---------------------------------
<S> <C> <C>
Income available to common stockholders $ 1,676 $ 452
Weighted average shares 12,922,649 12,349,960
Plus incremental shares from assumed conversions:
Convertible preferred stock 18,179 1,269,696
Stock options 447,050 66,668
--------------- ---------------
Dilutive potential common shares 465,229 1,336,364
--------------- ---------------
Adjusted weighted average shares 13,387,878 13,686,324
=============== ===============
Earnings (loss) per common share:
Basic $ 0.13 $ 0.04
===============
===============
Diluted $ 0.13 $ 0.03
=============== ===============
</TABLE>
7
<PAGE>
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Nine Months Ended
------------------------------------------------------------------
February 27, 2000 February 28, 1999
-------------------------------- ---------------------------------
<S> <C> <C>
Income available to common stockholders $ 4,378 $ 8
Weighted average shares 12,543,571 12,460,295
Plus incremental shares from assumed conversions:
Convertible preferred stock 690,406 1,269,696
Stock options 205,819 124,723
--------------- ---------------
Dilutive potential common shares 896,225 1,394,419
--------------- ---------------
Adjusted weighted average shares 13,439,796 13,854,714
=============== ===============
Earnings (loss) per common share:
Basic $ 0.35 $ 0.00
===============
===============
Diluted $ 0.33 $ 0.00
=============== ===============
</TABLE>
Diluted shares include the potential dilutive effect of outstanding
convertible preferred stock and stock options. Shares issuable upon conversion
of convertible subordinated debentures have been excluded from the calculation
as their effect would be antidilutive.
Note C - Comprehensive Income
The Company's total comprehensive income (loss) was as follows:
<TABLE>
<CAPTION>
(Dollars in Thousands)
Three Months Ended Nine Months Ended
--------------------------- ---------------------------
Feb 27, 2000 Feb 28, 1999 Feb 27, 2000 Feb 28, 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net income $1,676 $ 452 $4,378 $ 8
Other comprehensive income (loss):
Unrealized gain (loss) on
available-for-sale securities,
net of related taxes 2,784 (289) 3,082 (1,282)
Foreign currency translation (24) (182) (111) 177
------ -------- ------ --------
Total comprehensive income (loss) $4,436 ($ 19) $7,349 ($1,097)
====== ======== ====== ========
</TABLE>
8
<PAGE>
Note D - New Accounting Pronouncements
In June, 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 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 No.
133 has subsequently been amended by SFAS No. 137, issued in June, 1999, which
delays the effective date for implementation of SFAS No. 133 until fiscal
quarters of fiscal years beginning after June 15, 2000. Management is currently
evaluating the impact of SFAS No. 133 on the Company's consolidated financial
statements.
Note E - Segment Information
The Company's individual business units have been aggregated into three
reportable segments: (1) Electromagnetics; (2) Superconducting Materials; and
(3) Refrigeration, on the basis of similar products, processes and economic
circumstances, among other things. The Electromagnetics Segment designs,
manufactures and sells magnet systems and radio frequency ("RF") coils used in
MRI for medical diagnostics. The Superconducting Materials Segment manufactures
and sells superconducting wire principally for the construction of
superconducting MRI magnet systems. The Refrigeration Segment designs, develops,
manufactures and sells refrigeration equipment and refrigerants.
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).
9
<PAGE>
Summarized financial information concerning the Company's reportable
segments is shown in the following table:
<TABLE>
<CAPTION>
Three Months Ended
---------------------------------------------------------------------------------
(Dollars in Thousands) February 27, 2000
---------------------------------------------------------------------------------
Superconducting
Electromagnetics Materials Refrigeration Total
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Total segment sales $ 17,560 $ 4,929 $ 8,650 $ 31,139
Intersegment net sales (2,340) (718) (3,058)
------------------ ------------------ ------------------ ------------------
Net sales
to external customers
17,560 2,589 7,932 28,081
Segment operating income (loss) 2,937 695 (2,702) 930
Non-cash item: Restructuring
charges (recoveries)
included in segment operating
income (loss): (357) 2,000 1,643
Total assets $ 86,897 $ 14,130 $ 26,333 $ 127,360
Three Months Ended
---------------------------------------------------------------------------------
February 28, 1999
---------------------------------------------------------------------------------
Superconducting
Electromagnetics Materials Refrigeration Total
------------------ ------------------ ------------------ ------------------
Total segment sales $ 13,871 $ 4,306 $ 6,917 $ 25,093
Intersegment net sales (1,572) (518) (2,090)
------------------ ------------------ ------------------ ------------------
Net sales
to external customers
13,871 2,734 6,399 23,004
Segment operating income (loss) 2,177 234 (1,522) 889
Total assets $ 74,577 $ 14,038 $ 35,696 $ 124,311
Nine Months Ended
---------------------------------------------------------------------------------
(Dollars in Thousands) February 27, 2000
---------------------------------------------------------------------------------
Superconducting
Electromagnetics Materials Refrigeration Total
------------------ ------------------ ------------------ ------------------
Total segment sales $ 51,982 $ 15,423 $ 25,415 $ 92,820
Intersegment net sales (7,665) (1,746) (9,411)
------------------ ------------------ ------------------ ------------------
Net sales
to external customers 51,982 7,758 23,669 83,409
Segment operating income (loss) 7,591 2,198 (3,819) 5,970
Non-cash item: Restructuring
charges (recoveries)
included in segment operating
income (loss): (357) 2,000 1,643
Total assets $ 86,897 $ 14,130 $ 26,333 $ 127,360
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Nine Months Ended
---------------------------------------------------------------------------------
February 28, 1999
---------------------------------------------------------------------------------
Superconducting
Electromagnetics Materials Refrigeration Total
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Total segment sales $ 43,665 $ 13,537 $ 24,459 $ 81,661
Intersegment net sales (4,518) (1,682) (6,200)
------------------ ------------------ ------------------ ------------------
Net sales
to external customers 43,665 9,019 22,777 75,461
Segment operating income (loss) 3,233 1,333 (2,684) 1,882
Total assets $ 74,577 $ 14,038 $ 35,696 $ 124,311
</TABLE>
The following are reconciliations of the information used by the chief operating
decision maker to the Company's consolidated totals:
<TABLE>
<CAPTION>
Three Months Ended
------------------------------------------
February 27, 2000 February 28, 1999
------------------- -------------------
Reconciliation of income before income taxes:
Total operating income (loss) from reportable $ 930 $ 889
segments
Net intersegment adjustments and eliminations (1) 241
------------------- -------------------
Operating income 929 1,130
Unallocated amounts:
Recovered write-off of investment 1,620
Interest and other income 626 681
Interest and other expense (492) (464)
Equity in net loss of unconsolidated affiliates (444)
------------------- -------------------
Income (loss) before income taxes $ 2,683 $ 903
=================== ===================
Nine Months Ended
-----------------------------------------
February 27, 2000 February 28, 1999
------------------- -------------------
<S> <C> <C>
Reconciliation of income before income taxes:
Total operating income from reportable segments $ 5,970 $ 1,882
Net intersegment adjustments and eliminations 500 (666)
------------------- -------------------
Operating income 6,470 1,216
Unallocated amounts:
Recovered write-off of investment 1,620
Interest and other income 1,179 1,458
Interest and other expense (1,524) (1,621)
Equity in net loss of unconsolidated affiliates (236) (916)
------------------- -------------------
Income (loss) before income taxes $ 7,509 $ 137
=================== ===================
</TABLE>
11
<PAGE>
Note F - Restructuring
In February 2000, the Company decided to exit its refrigerant business.
As a result, the Company recorded a restructuring charge of $2,000,000 including
liabilities recorded of $200,000, comprised of the following:
(Dollars in Thousands)
Inventory write-down included in cost of products sold $1,750
Write-down of equipment 50
Liabilities for severance payments 200
---------
$2,000
=========
Under the plan, the Company terminated three employees in February
2000. The Company plans to terminate one additional employee by the end of March
2000, and retain the two remaining employees until operations end in
approximately May 2001. The Company has appointed a Master Distributor to carry
on the distribution of its line of refrigerants.
In October 1998, 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 $4,739,000 ($3,952,000 in November 1998 and $787,000 in May 1999),
including liabilities recorded of $1,277,000 ($922,000 in November 1998 and
$355,000 in May 1999), comprised of the following:
<TABLE>
<CAPTION>
(Dollars in Thousands)
<S> <C>
Inventory write-down included in cost of products sold $ 1,820
Restructuring charges:
Write-down of equipment to fair value $ 1,267
Write-off of accounts receivable and other assets 375 1,642
-----------
Liabilities for:
Severance and lease obligations 722
Other 555 1,277
----------- --------------
2,919
--------------
Total $ 4,739
==============
</TABLE>
12
<PAGE>
The Company vacated the 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. All
inventory and equipment is expected to be sold or otherwise disposed of during
the quarter ending May 28, 2000.
The Company made a total of $535,000 in payments on liabilities
recorded in the restructuring during the nine months ended February 27, 2000, as
follows:
<TABLE>
<CAPTION>
(Dollars in Thousands)
Recovery Balance as
Balance as of February 27, of February 27,
May 30, 1999 Payments 2000 Transfer 2000
------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Lease obligation $ 405 $ 241 $ 150 $(14) $ 0
Product liability 304 294 - (10) 0
Other 24 24
------------- -------------- -------------- -------------- --------------
Total $ 709 $ 535 $ 150 $ 0 $ 24
============= ============== ============== ============== ==============
</TABLE>
In December 1999, the Company negotiated a settlement of the lease
obligation with the landlord, which resulted in a gain of $150,000 that was
shown as the reversal of restructuring charges in the accompanying Statements of
Operations.
An analysis of the restructuring events of the quarter ended February
27, 2000 follows:
<TABLE>
<CAPTION>
(Dollars in Thousands)
Components
---------------------------
Field Net Cost of Operating
Refrigerant Effects Restructuring Goods Sold Expense
----------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Inventory written off in
restructuring (recovery) $1,750 $(207) $1,543 $1,543
Severance obligations 200 200 200
Write-down of equipment 50 50 50
Lease accrual recovery (150) (150) (150)
----------- ---------- ----------- ----------- ----------
$2,000 $(357) $1,643 $1,543 $100
=========== ========== =========== =========== ==========
</TABLE>
Note G - Recovered Write-off of Investment
In December 1999, the Company paid $874,000 against a total loan
guarantee of $1,964,000 on behalf of SMIS, a UK company in which the Company had
an investment. The full amount of the guarantee was included in the write-off of
the investment in May 1999. SMIS is in receivership, and the Company has been
informed by the Receiver that there is no longer any need for the remainder of
the Loan Guarantee. Additionally, the Receiver has notified the Company it will
receive a return of a portion of the amounts paid against this guarantee.
13
<PAGE>
Accordingly, the Company recorded a recovery of $1,620,000 during the quarter
ended February 27, 2000.
Note H - Preferred Stock
On November 30, 1999, the Company elected to redeem $2,873,616 of the
Series A Preferred Stock and made an initial payment of $682,000 in cash and
issued $2,191,616 of notes payable for the balance. The notes bear interest at
the three-month LIBOR rate. One-half of the notes are payable in June 2000 and
the balance in June 2001. On December 1, 1999 the remaining $4,265,568 of the
Series A Preferred Stock was automatically converted into 618,763 shares of
Common Stock at $6.8937 per share.
Note I - Investments
In December 1999, the Company's ownership position in Kryotech, Inc.
fell below 20%. As a result, during the quarter ended February 27, 2000, the
Company began accounting for its investment in Kryotech using the cost method of
accounting.
14
<PAGE>
INTERMAGNETICS GENERAL CORPORATION
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
---------------------------------------------------------------
The statements contained in this report that are not historical fact
are "forward-looking statements" that involve various important assumptions,
risks, uncertainties and other factors that could cause the Company's actual
results for fiscal 2000 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, particularly the most
recent annual report on Form 10-K, including but not limited to the Company's
ability to successfully increase its production capacity for MRI magnets and
expand product sales from, and continue operating improvements in, the
Refrigeration Segment as well as continued strength and expansion in its core
wire and MRI magnet markets.
Segment information for the prior fiscal year has been restated to
conform to the current year's presentation to show the separation of
Superconducting Materials from Electromagnetic Products (formerly Magnetic
Products). The Segment Discussion reflects results before intersegment
eliminations.
Consolidated
Several events occurred during the quarter ended February 27, 2000
which had an impact on the results of operations. These include a decision to
exit the refrigerant business, resulting in a restructuring charge of
$2,000,000, and the settlement of a claim by a former distributor together with
associated legal expenses. These were nearly offset by a gain of $357,000 on
recovery of prior years restructuring charges, a pre-tax gain of $392,000 on the
sale of investments, and a gain of $1,620,000 on a prior year investment
write-off. The net effect of these items was a reduction in net income of
approximately $0.01 per share. Additionally, the gain on the investments sale
helped lower the effective tax rate to about 38% in the current quarter due to
utilization of previous capital loss carryforwards.
Net sales increased in the first nine months and third quarter of
fiscal 2000, compared to the same periods of fiscal 1999, due to increased sales
in the Electromagnetics and Refrigeration Segments, which were somewhat offset
by lower sales to external customers in the Superconducting Materials Segment.
Gross margin rates increased slightly in the current periods. Excluding the
effects of restructuring charges and recoveries, gross margin rates would have
increased in the current quarter to 39.7% and for the nine months to 37.3%
compared to 33.7% and 35.6% for the same periods in the prior year due to
planned operating improvements.
15
<PAGE>
Product research and development expenses were lower in the current
quarter and nine months compared to fiscal 1999. Declines in the Electromagnetic
Segment, due to a higher level of external funding, were almost offset by the
increases occurring in the Refrigeration Segment for improved and more
cost-effective cryogenic products. Marketing, general and administrative
expenses increased due mainly to additions of personnel and higher legal and
consulting expenses. Amortization of intangible assets increased in the current
quarter due to the amortization of production rights purchased from a former
joint venture partner.
Operating income was substantially higher in the first nine months of
fiscal 2000 compared to fiscal 1999, due to increased sales and improved gross
margins, as well as substantially lower restructuring charges in the current
year. Operating income for the same period last year was adversely affected due
to a total charge of $3,952,000 relating to costs and expenses associated with
the closing of the Field Effects division.
Segment Discussion
Electromagnetics Segment - Net sales in this segment increased
approximately 27% and 19%, respectively, in the third quarter and first nine
months of fiscal 2000 compared to the same periods in fiscal 1999 due to
increased sales of magnets formerly supplied by the European joint venture which
far exceeded lower sales of RF coils. Gross margins declined for the nine-month
period due to continued declines in selling prices, lower sales of RF coils and
an unfavorable sales mix with gross margin rates declining for all product
lines. In the third quarter margin rates improved due to the substantial
increase in magnet sales. Operating income was higher in the third quarter due
to increased sales, and higher in the first nine months, due to the
restructuring charges recorded in fiscal 1999.
Superconducting Materials Segment - Total segment sales increased
approximately 14% in the first nine months and third quarter of fiscal 2000 due
to increased demand, in particular, intersegment demand. Because of this
increased demand, gross margin rates substantially improved for the first nine
months and third quarter. Operating income increased for the first nine months
and third quarter due to higher sales and gross margins compared to the same
periods in fiscal 1999.
Refrigeration Segment - Total segment sales increased approximately 25%
and 4%, respectively, during the third quarter and first nine months of fiscal
16
<PAGE>
2000. The third quarter benefited from higher sales of both cryogenic products
and refrigerants and the nine-month period increase was due to much higher sales
of refrigerants. Gross margin rates were lower in both periods due to
restructuring charges. Without the restructuring charges, gross margin rates
would have improved greatly in the third quarter and slightly in the nine-month
period. Reduced selling, general and administrative expenses (which were
somewhat moderated by higher product research and development) resulted in a
substantial decline in the segment's operating loss for the first nine months of
fiscal 2000 before the $2,000,000 restructuring charge.
Year 2000 Disclosure
The Company's information technology systems and facilities
successfully completed the transition to the year 2000 with no adverse or
negative impacts associated with the processing of date sensitive systems and
equipment. The Company will continue to evaluate the year 2000 compliance of our
business systems, facilities, and significant vendors, however the preponderance
of the risk is believed to be eliminated. The Company estimates the total cost
of its year 2000 assessment and remediation plan will amount to approximately
$2.2 million, which is being funded through operating cash flows. Included in
this amount is approximately $2 million for the implementation of an integrated
business system, which is being capitalized because its purchase and
implementation was primarily related to increases in system functionality.
Liquidity and Capital Commitments
During the first nine months of fiscal 2000, the Company generated cash
of $18,030,000 from operating activities. This was accomplished through higher
earnings, reductions in accounts receivable and inventories, and higher accounts
payable. The cash generated was principally used to purchase $3,554,000 of
machinery and equipment, to repay short-term bank borrowings of $4,850,000, to
provide loans to employees for IGC Common Stock purchases of $1,666,000, to
repurchase $642,000 of treasury stock, to redeem $682,000 of Preferred Stock,
and to increase cash balances. Cash balances were additionally increased by
$995,000 from the sale of investments and $1,788,000 from stock option
exercises.
The Company's capital resource commitments as of February 27, 2000
consist principally of capital equipment commitments of approximately
$2,040,000, a $2,191,616 note payable for the redemption of Preferred Stock
(one-half of which is due June 2000 and June 2001) and $4,750,000 due before
March 31, 2000 for the purchase of rights from the Company's former European
joint venture. On November 30, 1999, the Company elected to redeem $2,873,616 of
the Series A Preferred Stock and made an initial payment of $682,000 in cash and
issued $2,191,616 of short-term notes for the balance. On December 1, 1999 the
remaining $4,265,568 of the Series A Preferred Stock was automatically converted
into 618,763 shares of Common Stock at $6.8937 per share. The Company has an
unsecured line of credit of $25,000,000 that expires in October 2001, none of
which was in use on February 27, 2000. 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
refrigeration products or potential acquisitions may require the Company to seek
additional financing in future periods.
17
<PAGE>
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 revenue bonds
issued in connection with the acquisition of certain land, building and
equipment, an unsecured line of credit and a mortgage payable. The Company
manages interest rates through various methods within contracts. For the revenue
bonds, the Company negotiated variable rates with the option to set fixed rates.
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 the London Interbank Offered
Rate or prime, 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.
The Company does not believe that its exposure to commodity and foreign
exchange risk are material.
18
<PAGE>
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
On October 18, 1999 Intermagnetics obtained a temporary restraining
order in New York State Supreme Court Albany County preventing a former
employee from commencing employment at GE Medical System's (GEMS)
magnet manufacturing facility on the grounds that the employee would
inevitably disclose Intermagnetics' trade secrets in his new position
at GEMS. The employee was a magnet engineer at Intermagnetics and was
hired for an equivalent position at GEMS. On December 1, 1999, the
judge in the case lifted the restraining order but denied defendants'
(GEMS and the employee) motion to dismiss the Company's claims. GEMS
has appealed the judge's decision not to dismiss the case, and the
employee and GEMS have filed counterclaims against the Company seeking
$1M and $60M in damages, respectively. The Company believes the
defendants' counterclaims are wholly without merit and cannot be
supported by fact or law. The parties have agreed in principle to
settle this matter and the Company does not believe the settlement will
have any financial impact on the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8K
On February 11, 2000, the Company filed a Form 8-K announcing a
change in Certifying Accountants.
19
<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 12, 2000 By: /s/Glenn H. Epstein
-------------------
Glenn H. Epstein
President and Chief Executive Officer
Dated: April 12, 2000 By: /s/Michael C. Zeigler
---------------------
Michael C. Zeigler
Senior Vice President, Finance
20
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