<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 November 26, 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 - 15,361,761 as of January 4, 2001.
<PAGE>
INTERMAGNETICS GENERAL CORPORATION
CONTENTS
PART I - FINANCIAL INFORMATION
<TABLE>
<S> <C> <C>
Item 1: Financial Statements:
Consolidated Balance Sheets - November 26, 2000 and May 28, 2000................................3
Consolidated Statements of Operations - Three Months Ended and Six Months Ended
November 26, 2000 and November 28, 1999.......................................................5
Consolidated Statements of Cash Flows - Six Months Ended November 26, 2000 and
November 28, 1999.............................................................................6
Consolidated Statement of Shareholders' Equity - Six Months Ended November 26, 2000.............7
Notes to Consolidated Financial Statements......................................................8
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................................................16
Item 3: Quantitative and Qualitative Disclosures About Market Risk.....................................20
PART II - OTHER INFORMATION.............................................................................21
SIGNATURES..............................................................................................22
</TABLE>
2
<PAGE>
CONSOLIDATED BALANCE SHEETS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands)
<TABLE>
<CAPTION>
November 26, May 28,
2000 2000
---------------- -----------------
ASSETS (unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 26,205 $ 12,527
Trade accounts receivable, less allowance
(November 26, 2000 - $453; May 28, 2000 - $478) 17,863 21,319
Costs and estimated earnings in excess of
billings on uncompleted contracts 1,240 1,525
Inventories:
Finished products 4,648 1,600
Work in process 12,214 10,174
Materials and supplies 7,168 9,436
----------- ------------
24,030 21,210
Deferred income taxes 6,187 6,187
Prepaid expenses and other 746 1,442
----------- ------------
TOTAL CURRENT ASSETS 76,271 64,210
PROPERTY, PLANT AND EQUIPMENT
Land and improvements 1,479 1,479
Buildings and improvements 18,184 16,639
Machinery and equipment 40,653 39,470
Leasehold improvements 920 910
----------- ------------
61,236 58,498
Less allowances for depreciation and amortization 37,049 35,342
----------- ------------
24,187 23,156
Equipment in process of construction 2,858 3,110
----------- ------------
27,045 26,266
INTANGIBLE AND OTHER ASSETS
Available for sale securities 6,912 6,806
Other investments 4,544 4,544
Excess of cost over net assets acquired, less accumulated
amortization (November 26, 2000- $4,691; May 28, 2000 - $4,017) 15,592 16,270
Other intangibles, less accumulated amortization
(November 26, 2000- $1,523; May 28, 2000 -$663) 10,324 8,087
Other assets 1,495 1,794
----------- ------------
TOTAL ASSETS $142,183 $127,977
=========== ============
(Continued)
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
November 26, May 28,
2000 2000
-------------------- --------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY (unaudited)
CURRENT LIABILITIES
Current portion of long-term debt $ 2,435 $ 1,428
Accounts payable 7,462 5,855
Salaries, wages and related items 2,894 2,988
Accrual for compensated absences 1,068 1,014
Customer advances and deposits 1,756 1,753
Product warranty reserve 2,006 2,059
Accrued customer rebate 2,080 1,066
Accrued income taxes 2,636 1,220
Other liabilities and accrued expenses 2,690 2,011
---------------- ------------
TOTAL CURRENT LIABILITIES 25,027 19,394
LONG-TERM DEBT, less current portion 6,392 26,524
DEFERRED INCOME TAXES 3,635 3,596
SHAREHOLDERS' EQUITY
Common Stock, par value $.10 per share:
Authorized - 40,000,000 shares
Issued and outstanding (including shares in treasury):
November 26, 2000 - 16,018,793 shares;
May 28, 2000 - 14,425,981 shares 1,602 1,442
Additional paid-in capital 113,913 90,943
Notes receivable for executive stock purchases (1,666) (1,666)
Accumulated deficit (593) (6,159)
Accumulated other comprehensive income (loss) (306) (276)
---------------- ------------
112,950 84,284
Less cost of Common Stock in treasury
November 26, 2000 - 661,282 shares;
May 28, 2000 - 661,282 shares; (5,821) (5,821)
---------------- ------------
107,129 78,463
---------------- ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $142,183 $127,977
================ ============
</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 Six Months Ended
------------------------------------ ------------------------------------
November 26, November 28, November 26, November 28,
2000 1999 2000 1999
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Net sales $32,425 $28,490 $64,136 $55,328
Cost of products sold 18,550 18,298 37,456 35,326
Recovery of inventory written off in restructurings (1,310) (1,348)
--------------- --------------- --------------- ---------------
17,240 18,298 36,108 35,326
--------------- --------------- --------------- ---------------
Gross margin 15,185 10,192 28,028 20,002
Product research and development 1,685 1,618 3,247 3,205
Marketing, general and administrative 7,117 5,201 13,170 10,582
Amortization of intangible assets 774 333 1,535 674
--------------- --------------- --------------- ---------------
9,576 7,152 17,952 14,461
--------------- --------------- --------------- ---------------
Operating income 5,609 3,040 10,076 5,541
Interest and other income 319 269 580 553
Interest and other expense (814) (426) (1,590) (1,032)
Equity in net loss of unconsolidated affiliates (198) (236)
--------------- --------------- --------------- ---------------
Income before income taxes 5,114 2,685 9,066 4,826
Provision for income taxes 1,974 1,182 3,500 2,124
--------------- --------------- --------------- ---------------
NET INCOME $ 3,140 $ 1,503 $ 5,566 $ 2,702
=============== =============== =============== ===============
Net income per Common Share:
Basic $0.21 $0.12 $0.38 $0.21
=============== =============== =============== ===============
Diluted $0.19 $0.11 $0.35 $0.19
=============== =============== =============== ===============
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands)
<TABLE>
<CAPTION>
Six Months Ended
--------------------------------------
November 26, November 28,
2000 1999
------------------- ------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $5,566 $2,702
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 3,564 2,763
Non-cash compensation 367
Equity in net loss of unconsolidated affiliates 236
(Gain) loss on disposal of assets (14) 150
Accrued interest and premium on debt conversion 1,555
Change in operating assets and liabilities:
Decrease in accounts receivable and costs and estimated
earnings in excess of billings on uncompleted contracts 3,741 3,493
(Increase) decrease in inventories and prepaid expenses and other (2,157) 4,640
Increase in accounts payable and accrued expenses 4,589 3,475
-------------- -------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 17,211 17,459
INVESTING ACTIVITIES
Purchases of property, plant and equipment (2,838) (2,286)
Proceeds from the sale of property, plant and equipment 42
Loans for executive stock purchases (291)
Purchase of other intangibles (1,000)
-------------- -------------
NET CASH USED IN INVESTING ACTIVITIES (3,796) (2,577)
FINANCING ACTIVITIES
Repayments of short term borrowings (4,850)
Purchases of Treasury Stock (642)
Proceeds from the exercise of stock options 1,591 216
Principal payments on long-term debt (1,231) (107)
-------------- -------------
NET CASH USED IN FINANCING ACTIVITIES 360 (5,383)
EFFECT OF EXCHANGE RATE CHANGES ON CASH (97) (86)
-------------- -------------
INCREASE IN CASH AND CASH EQUIVALENTS 13,678 9,413
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 12,527 2,283
-------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 26,205 $ 11,696
============== =============
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
AND COMPREHENSIVE INCOME (LOSS)
INTERMAGNETICS GENERAL CORPORATION
Six months ended November 26, 2000
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Accumulated
Additional Other
Common Paid-in Accumulated Comprehensive
Stock Capital Deficit Income (Loss)
-------- ---------- ----------- --------------
<S> <C> <C> <C> <C>
Balances at May 28, 2000 $1,442 $90,943 ($6,159) ($276)
Comprehensive income:
Net Income 5,566
Unrealized gain on available for
sale securities, net 68
Unrealized loss on foreign currency
translation (98)
Total comprehensive income
Issuance of 170,052 shares of Common Stock,
upon exercise of stock options and sale of 1,061 shares to
IGC Savings Trust 18 1,573
Issuance of warrants 1,097
Issuance of 1,421,770 shares upon conversion of debentures. 142 20,018
Stock based compensation 292
Fractional shares repurchased (10)
------- --------- -------- ------
Balances at November 26, 2000 $1,602 $113,913 ($593) ($306)
======= ========= ======== ======
</TABLE>
[RESTUBBED TABLE]
<TABLE>
<CAPTION>
Notes
Receivable
Treasury for Executive Comprehensive
Stock Stock Purchase Income (Loss)
--------- -------------- -------------
<S> <C> <C>
Balances at May 28, 2000 ($5,821) ($1,666)
Comprehensive income:
Net Income $ 5,566
Unrealized gain on available for
sale securities, net 68
Unrealized loss on foreign currency
translation (98)
---------
Total comprehensive income $ 5,536
=========
Issuance of 170,052 shares of Common Stock,
upon exercise of stock options and sale of 1,061 shares to
IGC Savings Trust
Issuance of warrants
Issuance of 1,421,770 shares upon conversion of debentures.
Stock based compensation
Fractional shares repurchased
-------- --------
Balances at November 26, 2000 ($5,821) ($1,666)
======== ========
</TABLE>
7
<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 Company's financial position at November
26, 2000 and the results of its operations and cash flows for the periods
presented. The results for the three and six months ended November 26, 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 28,
2000, filed on Form 10-K on August 28, 2000.
It is the Company's policy to reclassify prior year consolidated
financial statements to conform to current year presentation.
Note B - Earnings Per Common Share
A summary of the shares used in the calculation of net income per Common Share
is shown below:
<TABLE>
<CAPTION>
(Dollars in Thousands, Except Per Share Amounts)
Three Months Ended
------------------------------------------------------------------
November 26, 2000 November 28, 1999
-------------------------------- ---------------------------------
<S> <C> <C>
Income available to common stockholders $ 3,140 $ 1,503
Weighted average shares 15,213,963 12,700,849
Dilutive potential Common Shares:
Convertible preferred stock 1,066,677
Warrants 18,442
Stock options 1,422,455 74,581
------------- -------------
Adjusted weighted average shares 16,654,860 13,842,107
============= =============
Net income per common share:
Basic $ 0.21 $ 0.12
============= =============
Diluted $ 0.19 $ 0.11
============= =============
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
(Dollars in Thousands, Except Per Share Amounts)
Six Months Ended
------------------------------------------------------------------
November 26, 2000 November 28, 1999
-------------------------------- --------------------------------
<S> <C> <C>
Income available to common stockholders $ 5,566 $ 2,702
Weighted average shares 14,692,333 12,724,653
Dilutive potential Common Shares:
Convertible preferred stock 1,066,677
Warrants 2,618
Stock options 1,275,960 87,760
------------- -------------
Adjusted weighted average shares 15,970,911 13,879,090
============= =============
Net income per common share:
Basic $ 0.38 $ 0.21
============= =============
Diluted $ 0.35 $ 0.19
============= =============
</TABLE>
Diluted shares include the potential dilutive effect of outstanding
convertible preferred stock, warrants and stock options. Shares issuable upon
conversion of convertible subordinated debentures for the periods such
debentures were outstanding have been excluded from the calculation as their
effect would not be material.
Note C - Comprehensive Income
The Company's total comprehensive income was as follows:
<TABLE>
<CAPTION>
(Dollars in Thousands)
Three Months Ended Six Months Ended
----------------------------- -----------------------------
Nov. 26, 2000 Nov. 28, 1999 Nov. 26, 2000 Nov. 28, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net income $3,140 $1,503 $5,566 $2,702
Other comprehensive income (loss):
Unrealized gain (loss) on available-
for-sale securities, net of
related taxes (2,110) 241 68 300
Foreign currency translation 87 83 (98) (87)
------ ------ ------ ------
Total comprehensive income $1,117 $1,827 $5,536 $2,915
====== ====== ====== ======
</TABLE>
9
<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.
In December 1999, the SEC issued Staff Accounting Bulletin No. 101 (SAB
101), "Revenue Recognition in Financial Statements." SAB 101 summarizes certain
of the SEC's views in applying generally accepted accounting principles to
revenue recognition in financial statements. The Company is required to adopt
SAB 101 in the quarter ended May 27, 2001. Management does not expect the
adoption of SAB 101 to have a material effect on the Company's financial
condition or results of operations.
Note E - Segment and Related Information
The Company's individual business units have been aggregated into four
reportable segments: (1) Electromagnetics; (2) LTS Superconducting Materials;
(3) Refrigeration; and (4) Energy Technology 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 LTS 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. The
Energy Technology segment consists primarily of the design and manufacture of
High Temperature Superconductor ("HTS") material and the development of devices
used to transmit and distribute electric power such as HTS transmission cables
and power transformers. Through February 27, 2000, the activities of the Energy
Technology Segment were included in the Electromagnetics Segment. Segment data
for prior periods have been reclassified to conform with current period
presentation.
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).
10
<PAGE>
Summarized financial information concerning the Company's reportable
segments is shown in the following table:
<TABLE>
<CAPTION>
(Dollars in Thousands)
Three Months Ended
-------------------------------------------------------------------------------
November 26, 2000
-------------------------------------------------------------------------------
LTS Super-
Electro- conducting Energy
magnetics Materials Refrigeration Technology Total
------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Net sales to external customers:
Magnet systems $ 15,913 $ 15,913
RF Coils 3,372 3,372
Superconductive wire $2,318 2,318
Refrigeration equipment $10,186 10,186
Refrigerants 331 331
Other $ 305 305
----------- ----------- ---------- ----------- -----------
Total 19,285 2,318 10,517 305 32,425
Intersegment net sales 3,841 933 4,774
Segment operating profit (loss) 3,258 414 2,717 (780) 5,609
Total assets $103,730 $ 14,955 $ 18,309 $5,189 $142,183
</TABLE>
<TABLE>
<CAPTION>
November 28, 1999
--------------------------------------------------------------------------------
LTS Super-
Electro- conducting Energy
magnetics Materials Refrigeration Technology Total
------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Net sales to external customers:
Magnet systems $ 15,867 $ 15,867
RF Coils 2,810 2,810
Superconductive wire $2,661 2,661
Refrigeration equipment $6,495 6,495
Refrigerants 385 385
Other $ 272 272
------------- ------------- ------------ ------------- -------------
Total 18,677 2,661 6,880 272 28,490
Intersegment net sales 2,432 502 2,934
Segment operating profit (loss) 3,632 843 (914) (521) 3,040
Total assets $ 82,033 $ 13,260 $ 29,412 $1,892 $126,597
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
(Dollars in Thousands)
Six Months Ended
--------------------------------------------------------------------------------
November 26, 2000
--------------------------------------------------------------------------------
LTS Super-
Electro- conducting Energy
magnetics Materials Refrigeration Technology Total
------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Net sales to external customers:
Magnet systems $ 32,660 $ 32,660
RF Coils 6,486 6,486
Superconductive wire $5,186 5,186
Refrigeration equipment $ 17,988 17,988
Refrigerants 1,253 1,253
Other $ 563 563
----------- ----------- ---------- ----------- -----------
Total 39,146 5,186 19,241 563 64,136
Intersegment net sales 6,666 1,637 8,303
Segment operating profit (loss) 6,924 1,179 3,379 (1,406) 10,076
Total assets $103,730 $ 14,955 $ 18,309 $5,189 $142,183
</TABLE>
<TABLE>
<CAPTION>
November 28, 1999
--------------------------------------------------------------------------------
LTS Super-
Electro- conducting Energy
magnetics Materials Refrigeration Technology Total
------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Net sales to external customers:
Magnet systems $ 28,043 $ 28,043
RF Coils 5,683 5,683
Superconductive wire $ 5,169 5,169
Refrigeration equipment $ 13,478 13,478
Refrigerants 2,259 2,259
Other $ 696 696
----------- ----------- ---------- ----------- -----------
Total 33,726 5,169 15,737 696 55,328
Intersegment net sales 5,325 1,028 6,353
Segment operating profit (loss) 5,518 1,988 (1,101) (864) 5,541
Total assets $ 82,033 $ 13,260 $ 29,412 $1,892 $126,597
</TABLE>
12
<PAGE>
The following are reconciliations of the information used by the chief operating
decision maker to the Company's consolidated totals:
<TABLE>
<CAPTION>
(Dollars in Thousands)
Three Months Ended
-------------------------------------------------
November 26, 2000 November 28, 1999
---------------------- ---------------------
<S> <C> <C>
Reconciliation of income before income taxes:
Total profit from reportable segments $ 5,609 $ 3,040
Unallocated amounts:
Interest and other income 319 269
Interest and other expense (814) (426)
Equity in net loss of unconsolidated affiliates (198)
------------ -----------
Income before income taxes $ 5,114 $ 2,685
============ ==========
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended
-------------------------------------------------
November 26, 2000 November 28, 1999
---------------------- ---------------------
<S> <C> <C>
Reconciliation of income before income taxes:
Total profit from reportable segments $ 10,076 $ 5,541
Unallocated amounts:
Interest and other income 580 553
Interest and other expense (1,590) (1,032)
Equity in net loss of unconsolidated affiliates (236)
----------- ----------
Income before income taxes $ 9,066 $ 4,826
=========== ==========
</TABLE>
Note F - Restructuring
In February 2000, the Company decided to exit its refrigerant business,
a part of the Refrigeration Segment, over a 15 month period. As a result, the
Company recorded a restructuring charge of $2,000,000, including liabilities of
$191,000, comprised of the following:
(Dollars in Thousands)
Inventory write-down $1,770
Write-down of equipment 39
Severance costs 191
--------
$2,000
========
13
<PAGE>
Under the exit plan, the Company terminated all but two of its
employees. The plan involved continuing operations through a master distributor
while attempting to find a buyer for the business, and contemplated sales of
product through May 2001, at which time operations would cease. The Company paid
a total of $99,000 in payments of the severance costs during fiscal 2000, and an
additional $37,000 during the six months ended November 26, 2000. The remaining
balance of the accrued severance liability at November 26, 2000 was
approximately $55,000.
In October 2000, the Company sold the remaining assets for
approximately $1,800,000. These assets consisted primarily of inventory. As a
result, the Company recorded a recovery of the restructuring charge of
approximately $1,300,000.
Note G - Convertible Subordinated Debentures
On July 12, 2000, $10,090,000 of the Company's 5.75% Convertible
Subordinated Debentures were converted into 728,187 shares of the Company's
Common Stock at $13.856 per share. The Company issued an additional 31,415
shares of the Company's Common Stock valued at approximately $614,000, or
$19.539 per share which was included in interest expense for the three months
ended August 27, 2000 to induce early conversion and in lieu of all accrued
interest.
On September 7, 2000, $8,765,000 of the Company's 5.75% Convertible
Subordinated Debentures were converted into 632,578 shares of the Company's
Common Stock at $13.856 per share. The Company issued an additional 48,900
shares of the Company's Common Stock valued at approximately $941,000, or $19.25
per share which is included in interest expense for the three month ended
November 26, 2000 to induce early conversion and in lieu of all accrued
interest.
On November 1, 2000 the remaining $39,000 of the Company's 5.75%
Convertible Subordinated Debentures were converted into 2,814 shares of the
Company's Common Stock at $13.856 per share.
Note H - Patents
On June 30, 2000, the Company entered into a non-exclusive,
royalty-free agreement to license certain US and international patents and
pending patents related to superconducting materials and devices. In connection
with the agreement, the Company agreed to pay a lump sum fee payable in two
installments. Additionally, the Company granted the licensor warrants to
purchase 103,000 shares of the Company's Common Stock at a price of $19.36 per
share.
14
<PAGE>
Note I - Retirement Plans
The Company had a non-contributory, defined benefit plan covering all
eligible employees. Benefits under the plan were based on years of service and
employees' career average compensation. The Company's funding policy was to
contribute annually an amount sufficient to meet or exceed the minimum funding
standard contained in the Internal Revenue Code. Contributions were intended to
provide not only for benefits attributable to service to date, but also for
those expected to be earned in the future. As of December 31, 1998, the Company
froze all pension benefits except for approximately 50 bargaining unit employees
at a subsidiary. In September 2000 the Company received approval from the
Internal Revenue Service to terminate the plan. In November 2000, the Company
terminated the plan and settled nearly all its obligations by purchasing annuity
contracts or making lump-sum distributions in an amount determined by the plan's
actuary. The remaining plan assets will be distributed to the plan participants
on a pro-rata basis. Such distributions are expected to be completed by February
25, 2001. The Company recorded termination and settlement costs of approximately
$588,000 which was included in marketing, general and administrative expense
during the quarter ended November 26, 2000.
15
<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 fiscal year 2001 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.
Company Overview
----------------
Intermagnetics General Corporation ("we" or the "Company") operates in four
reportable operating segments: Electromagnetics, LTS Superconducting Materials,
Refrigeration and Energy Technology. The Electromagnetics segment consists
primarily of the manufacture and sale of magnets (by the IGC-Magnet Business
Group) and radio frequency coils (by IGC-Medical Advances, Inc), and the LTS
Superconducting Materials segment consists primarily of the manufacture and sale
of low-temperature superconducting wire and cable (by IGC-AS), all of which are
used mainly in Magnetic Resonance Imaging ("MRI") for medical diagnostics. The
majority of the Company's sales in these two segments are to US and European
customers. The Refrigeration segment consists of refrigeration equipment
produced by two subsidiaries, IGC-APD Cryogenics Inc. (IGC-APD) and IGC-Polycold
Systems Inc. (IGC-Polycold). Refrigeration equipment is used in the vacuum
deposition industry, the semiconductor manufacturing process, MRI, and in a
variety of research applications. Sales of this segment are primarily to US,
Asian and European customers. The Energy Technology segment consists primarily
of the design and manufacture of High Temperature Superconductor ("HTS")
material and the development of devices used to transmit and distribute electric
power such as HTS transmission cables and power transformers. Through the third
quarter of fiscal 2000, the activities of the Energy Technology segment were
included in the Electromagnetics segment. Segment data for prior years has been
adjusted to conform with current year presentation. The Company operates on a
52/53 week fiscal year ending the last Sunday during the month of May.
16
<PAGE>
Results of Operations
---------------------
For the quarter ended November 26, 2000, sales increased approximately
14% to $32.4 million, from $28.5 million for the same period last year. Sales
for the first half of the current fiscal year were up about 16% to $64.1 million
from $55.3 million last year.
Electromagnetic segment sales were up 3% for the quarter and 16% for
six months. Magnet system sales were essentially flat compared with last year's
second quarter and were up 16%, or approximately $4.6 million for the first six
months. The year-to-date sales increase is due largely to the purchase of our
former joint venture's production rights, as well as an increase in customer
demand. Sales of RF coils increased 20% in the current quarter and 14% for six
months, continuing the recovery begun last quarter.
Sales of LTS superconducting materials were off about 13% for the
quarter due to reduced demand from the segment's largest external customer. For
the first half of the current fiscal year, sales of this segment were about the
same as last year's levels. Overall segment activity increased substantially,
due to a 58% quarterly (25% for six months) increase in intersegment sales of
wire for use by the Electromagnetic segment.
Refrigeration equipment sales were up 57% for the quarter and 33% for
six months due to increases in demand for products of both IGC-APD Cryogenics
and, particularly, IGC-Polycold. These increases more than offset the reduction
in refrigerant sales resulting from our decision to exit that business.
During fiscal 2000, the Company increased its emphasis on developing
HTS materials for application to devices expected to improve electronic power
transmission and distribution. These devices are expected to include HTS power
transmission cables, transformers, and fault current controllers. In view of the
expected increased importance of these activities, the Company began reporting
them as a separate segment, Energy Technology. In prior years, this segment's
activities had been aggregated in the Electromagnetics segment. Prior year
segment data presented in Note E of Notes to Financial Statements has been
reclassified to conform with current year presentation. Sales of this segment
declined by 20% for the first half due to the Company's decision to de-emphasize
first generation conductors, as well as a current year focus on readying the
facility to produce second generation conductors. Segment sales increased by 12%
for the quarter. The Company believes, in general, that first generation
conductors (consisting of ceramic components in a silver matrix) will be unable
to achieve cost and performance targets necessary to make devices produced with
this material economically feasible. Accordingly, we refocused our efforts on
conductors in which the superconducting components are deposited on a nickel
17
<PAGE>
substrate. We believe the new focus will lead to an increase in sales in the
coming years. We are actively seeking additional strategic partners to assist in
the development and marketing of these products.
Gross margins, before recovery of a prior year restructuring charge,
increased to $13.9 million, or 42.8% of sales for the quarter, from $10.2
million, or 35.8%, for the same period last year. For the first half of the
year, gross margins before recoveries were $26.7 million, or 41.6% of sales,
compared with $20 million, or 36.2% last year. These increases are due mainly to
lower costs of magnet systems, increased sales and an improved mix of sales of
RF coils, and much higher volumes and operational improvements in the
Refrigeration segment.
During the second quarter, we sold the remaining inventory of our
Refrigerant business along with exclusive rights to use its intellectual
property to InterCool Distribution LLC, a privately-held company formed for the
purposes of acquiring these assets and selling refrigerants in the mobile and
stationary markets. In connection with this sale, we received approximately $1.8
million in cash and realized a recovery of $1.3 million against a prior year
restructuring charge. Because the restructuring charge involved the write-off of
inventory, the recovery has been recorded as a component of cost of sales. This
increased reported gross margin for the quarter to $15.2 million.
Marketing, general and administrative expenses increased by $1.9 million
for the quarter. About half of the increase was due to the termination and
settlement of our pension plan and a non-cash compensation expense. These
one-time items accounted for about 35% of the $2.6 million increase in this
expense category for the first half of the fiscal year. The balance of the
increase was due to a higher overall level of activity, including increases in
the Energy Technology segment, and higher consulting expenses, mainly in the
first quarter.
Amortization of intangibles increased in both the three and six month
periods due to amortization of intangibles acquired in connection with the
termination of our former European joint venture.
Operating income increased by $2.6 million, or about 85% for the
quarter. Of this amount, about $400,000 was due to the net effect of the
one-time items discussed earlier. Year-to-date operating income increased by 82%
to $10.1 million.
During the quarter, the balance of our outstanding convertible debentures
(approximately $8.8 million) was converted to Common Stock. We paid a premium of
approximately $700,000 in order to effect this conversion. Due to the
elimination of this debt, interest expenses will be substantially reduced in
future periods.
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<PAGE>
Our effective tax rate was 38.6% in the current year compared with 44% last
year. This reduction is due in part to higher benefits from our Foreign Sales
Corporation. Recent legislation will eliminate Foreign Sales Corporations as of
December 31, 2001, but similar benefits may be retained. Accordingly, we are
unable to predict how long our tax rate will remain at its present level.
Based on recent order trends, we expect higher sales for the balance of the
year, particularly in magnet systems and refrigeration. As previously noted,
gross margins have improved so far this year as a result of higher sales and
lower costs. We expect to be able to sustain the lower cost levels, particularly
in the Refrigeration segment where operational improvements have brought about a
return to profitability. We expect to expand our product development activities
in both the Electromagnetic and Refrigeration segments, as well as increase our
investment in the Energy Technology segment. We expect the increased sales level
to result in earnings per share growth of as much as 40% over last year even
with this increased level of investment. These expectations are based on a
number of assumptions, including:
o The market for MRI systems continues to grow:
o We are able to continue and expand the recovery in RF coil sales;
o Current order trends for MRI magnets and refrigeration equipment
continue;
o Reductions in production costs in all business segments continue; and
o We are able to attract and train the necessary personnel to enable us to
increase our production rates and conduct additional product development
activities.
Liquidity and Capital Commitments
---------------------------------
For the first half of the current fiscal year, we generated in excess of
$17 million of cash from operations and more than doubled our cash position to
$26.2 million. See the consolidated statement of cash flows, located elsewhere
in this report, for details on the sources and uses of cash.
The balance of our outstanding 5.75% convertible subordinated debentures
were converted into Common Stock during the quarter. A total of $8,804,000 of
debentures was converted into 635,392 shares of our Common Stock in two
transactions. In connection with these conversions, we issued 48,900 shares
valued at approximately $941,000 to induce conversion and in payment of accrued
interest.
Our capital and resource commitments at November 26, 2000 consisted of
capital equipment commitments of approximately $770,000.
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We have a $27 million unsecured line of credit with two banks. Borrowings
under the line bear interest at the London Interbank Official Rate (LIBOR) plus
0.5% or prime less 0.5% at our option. The line was not in use during the
quarter. It expires in October 2002.
We believe we have adequate resources to meet our needs for the short-term
from our existing cash balances, our expected cash generation in the current
fiscal year, and our line of credit. Longer-term, with substantial increases in
sales volume and/or large research and development or capital expenditure
requirements to pursue new opportunities in the Energy Technology segment, we
could need to raise additional funds. We would expect to be able to do so
through additional lines of credit, public offerings or private placements.
However, in the event funds were not available from these sources, or on
acceptable terms, we would expect to manage our growth within the financing
available.
Inflation has not had a material impact on our financial statements.
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.
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PART II: OTHER INFORMATION
ITEM 4:. Submission of Matters to a Vote of Security Holders
(a) The November 2000 Annual Meeting of Shareholders of the Company was held on
November 14, 2000.
(c)( i ) At the Annual Meeting the shareholders of the Company approved the 2000
Stock Option and Award Plan. The vote was 11,355,223 FOR; 2,544,136 AGAINST;
135,432 ABSTAIN.
(c)( ii ) At the Annual Meeting, the Shareholders of the Company approved a
proposal to adopt the 1999 Executive Stock Purchase Plan. The vote was 6,043,915
FOR; 828,797 AGAINST; 122,424 ABSTAIN; and 7,039,655 BROKER NON-VOTES. Broker
non-votes on this item were treated as shares not present for purposes of this
proposal.
(c)( iii ) At the Annual Meeting, the Shareholders of the Company elected to the
Board of Directors all four nominees for director with the following vote:
<TABLE>
<CAPTION>
-------------------------- --------------------- --------------------- ------------------ -------------------
BROKER
DIRECTOR FOR WITHHELD ABSTAIN NON-VOTES
-------------------------- --------------------- --------------------- ------------------ -------------------
<S> <C> <C> <C> <C>
-------------------------- --------------------- --------------------- ------------------ -------------------
John M. Albertine 13,087,951 902,374 -- --
-------------------------- --------------------- --------------------- ------------------ -------------------
Glenn H. Epstein 13,089,921 900,404 -- --
-------------------------- --------------------- --------------------- ------------------ -------------------
James S. Hyde 13,061,431 928,894 -- --
-------------------------- --------------------- --------------------- ------------------ -------------------
Carl H. Rosner 13,160,094 1,008,095 -- --
-------------------------- --------------------- --------------------- ------------------ -------------------
</TABLE>
ITEM 6:. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8K
On October 16, 2000 the Company filed an 8-K with respect to
the disposition of substantially all of the assets of InterCool Energy
Corporation.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERMAGNETICS GENERAL CORPORATION
Dated: January 10, 2001 By: /s/Glenn H. Epstein
-----------------------------------------
Glenn H. Epstein
President and Chief Executive Officer
Dated: January 10, 2001 By: /s/Michael C. Zeigler
-----------------------------------------
Michael C. Zeigler
Senior Vice President, Finance
