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 26, 2006
-----------------
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
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(Exact name of registrant as specified in its charter)
Delaware 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
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(Address of principal executive offices) (Zip Code)
(518) 782-1122
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(Registrant's telephone number, including area code)
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(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 Sections 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 by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer x Accelerated filer Non-accelerated filer
--- --- ---
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes No x .
--- ---
As of March 29, 2006, the registrant had 42,382,716 shares of $.10 par value
Common Stock outstanding.
1
INTERMAGNETICS GENERAL CORPORATION
CONTENTS
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements:
Consolidated Balance Sheets - February 26, 2006 and May 29, 2005................................3
Consolidated Income Statements - Three and Nine Months Ended
February 26, 2006 and February 27, 2005.......................................................5
Consolidated Statements of Cash Flows - Nine Months Ended
February 26, 2006 and February 27, 2005.......................................................6
Consolidated Statements of Changes in Stockholders' Equity and Comprehensive Income -
Nine Months Ended February 26, 2006 ..........................................................7
Notes to Consolidated Financial Statements......................................................8
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................................................22
Item 3: Quantitative and Qualitative Disclosures About Market Risk.....................................33
Item 4: Controls and Procedures........................................................................33
PART II - OTHER INFORMATION.............................................................................34
SIGNATURES..............................................................................................36
2
INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
February 26, May 29,
2006 2005
------------ ---------
ASSETS
Cash and cash equivalents $ 19,281 $ 6,970
Trade accounts receivable, less allowance
(February 26, 2006 - $1,338; May 29, 2005 - $1,549) 67,778 60,682
Costs and estimated earnings in excess of
billings on uncompleted contracts 299 718
Inventories:
Consigned products 1,863 1,158
Finished products 7,890 7,349
Work in process 18,046 11,261
Materials and supplies 27,038 20,497
--------- ---------
54,837 40,265
Deferred income taxes 6,042 6,042
Prepaid expenses and other 4,238 2,623
--------- ---------
TOTAL CURRENT ASSETS 152,475 117,300
PROPERTY, PLANT AND EQUIPMENT
Land and improvements 2,128 2,128
Buildings and improvements 19,414 19,410
Machinery and equipment 52,882 45,186
Leasehold improvements 1,022 935
--------- ---------
75,446 67,659
Less accumulated depreciation and amortization 30,068 24,685
--------- ---------
45,378 42,974
INTANGIBLE AND OTHER ASSETS
Goodwill 169,910 169,910
Other intangibles, less accumulated amortization
(February 26, 2006 - $19,030; May 29, 2005 - $15,100) 47,674 51,519
Derivative asset 1,895 396
Deferred compensation investments 4,445 4,338
Other assets 3,677 3,211
--------- ---------
TOTAL ASSETS $ 425,454 $ 389,648
========= =========
3
INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
February 26, May 29,
2006 2005
------------ ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 268 $ 12,404
Accounts payable 11,356 22,136
Salaries, wages and related items 10,862 11,691
Customer advances and deposits 1,238 1,951
Product warranty reserve 2,839 4,073
Accrued income taxes 841 3,305
Other liabilities and accrued expenses 8,285 10,189
--------- ---------
TOTAL CURRENT LIABILITIES 35,689 65,749
LONG-TERM DEBT, less current portion 58,436 19,885
DEFERRED INCOME TAXES 20,282 19,618
NOTE PAYABLE 5,000 5,000
DERIVATIVE LIABILITY 52
DEFERRED COMPENSATION OBLIGATION 4,445 4,338
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred Stock, par value $.10 per share:
Authorized - 2,000,000 shares
Issued and outstanding - None
Common Stock, par value $.10 per share:
Authorized - 80,000,000 shares
Issued (including shares in treasury):
February 26, 2006 - 45,574,465 shares;
May 29, 2005 - 44,955,604 shares 4,557 4,495
Additional paid-in capital 219,632 207,877
Notes receivable from employees (2,542)
Retained earnings 98,651 81,189
Deferred compensation obligation 2,429
Accumulated other comprehensive income 854 352
--------- ---------
326,123 291,371
Less cost of Common Stock in treasury
February 26, 2006 - 3,192,199 shares;
May 29, 2005 - 2,808,819 shares (24,521) (16,365)
--------- ---------
301,602 275,006
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 425,454 $ 389,648
========= =========
See notes to consolidated financial statements.
4
INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED INCOME STATEMENTS
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
Three Months Ended Nine Months Ended
------------------------------ ------------------------------
February 26, February 27, February 26, February 27,
2006 2005 2006 2005
------------ ------------ ------------ ------------
Net revenues $ 76,914 $ 68,974 $ 226,042 $ 186,673
Cost of revenues 41,638 36,535 124,460 99,889
-------- -------- --------- ---------
Gross margin 35,276 32,439 101,582 86,784
Product research and development 8,276 6,399 23,247 17,546
Selling, general and administrative:
Stock based compensation 4,110 1,064 9,339 3,757
Accelerated stock based compensation 1,875
Other selling, general and administrative 12,587 15,952 38,727 41,439
Amortization of intangible assets 1,266 1,661 3,930 4,718
Impairment of intangible assets 913
-------- -------- --------- ---------
26,239 25,076 75,243 70,248
Operating income 9,037 7,363 26,339 16,536
Interest and other income 237 74 1,424 486
Interest and other expense (842) (1,109) (2,433) (3,238)
Gain on litigation settlement 600
Adjustment to gain on prior period sale of division - 648 1,094
-------- -------- --------- ---------
Income from continuing operations before income taxes 8,432 6,328 26,578 14,878
Provision for income taxes 2,892 1,481 9,116 4,237
-------- -------- --------- ---------
INCOME FROM CONTINUING OPERATIONS 5,540 4,847 17,462 10,641
Discontinued operations:
Income from operations of discontinued subsidiary 35,133 40,727
Provision for income taxes 15,245 17,187
-------- -------- --------- ---------
INCOME FROM DISCONTINUED OPERATIONS - 19,888 - 23,540
-------- -------- --------- ---------
NET INCOME $ 5,540 $ 24,735 $ 17,462 $ 34,181
======== ======== ========= =========
Basic Net Income per Common Share:
Continuing operations $ 0.13 $ 0.12 $ 0.41 $ 0.26
Discontinued operations 0.47 0.57
-------- -------- --------- ---------
Basic Net Income per Common Share $ 0.13 $ 0.59 $ 0.41 $ 0.83
======== ======== ========= =========
Diluted Net Income per Common Share:
Continuing operations $ 0.13 $ 0.11 $ 0.41 $ 0.25
Discontinued operations 0.47 0.56
-------- -------- --------- ---------
Diluted Net Income per Common Share $ 0.13 $ 0.58 $ 0.41 $ 0.81
======== ======== ========= =========
See notes to consolidated financial statements.
5
INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Nine Months Ended
-------------------------------
February 26, February 27,
2006 2005
------------ ------------
OPERATING ACTIVITIES
Net income $ 17,462 $ 34,181
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 9,676 9,825
Stock based compensation 9,339 3,757
Loss on sale and disposal of assets 418 670
MRID profit sharing contribution 1,875
Impairment of intangible asset 913
Amortization of debt issuance costs 208 224
Gain on sale of subsidiary (33,375)
Adjustment to gain on prior period sale of division (648) (1,094)
Change in operating assets and liabilities net of effects from acquisitions:
Increase in accounts receivable and costs and estimated
earnings in excess of billings on uncompleted contracts (6,676) (9,938)
Increase in inventories and prepaid expenses and other assets (15,560) (10,153)
Increase (decrease) in accounts payable and accrued expenses (18,297) 27,775
-------- --------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (4,078) 24,660
INVESTING ACTIVITIES
Purchases of property, plant and equipment (8,604) (7,119)
Proceeds from sale of equipment 36
Proceeds from sale of subsidiary 48,681
Purchase of Invivo, net of cash acquired (754)
Purchase of MRID, net of cash acquired (39,006)
Cash in lieu of shares (11) (10)
Investment in patent and production rights (85) (124)
-------- --------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (8,664) 1,668
FINANCING ACTIVITIES
Proceeds from sale of Common Stock, including exercise of stock options 2,438 1,026
Proceeds from employees - Executive Stock Purchase Plan 390 879
Purchase of Treasury Stock (3,530) (1,685)
Payment to obtain debt financing (155)
Proceeds from long term borrowings 65,000 45,000
Principal payments on note payable and long-term debt (38,585) (80,218)
-------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 25,713 (35,153)
EFFECT OF EXCHANGE RATE CHANGES ON CASH (660) 676
-------- --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 12,311 (8,149)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 6,970 11,868
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 19,281 $ 3,719
======== ========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Repayment of notes receivable from employees through forfeiture of Company Common Stock $ 2,197
========
Issuance of Common Stock as consideration for purchase of MRID $ 50,222
========
Issuance of note payable as consideration for purchase of MRID due in 2007 $ 5,000
========
See notes to consolidated financial statements.
6
INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE
INCOME (LOSS)
Nine Months Ended February 26, 2006
(Dollars in Thousands)
(Unaudited)
Accumulated Notes
Additional Other Deferred Receivable
Common Paid-in Retained Comprehensive Treasury Compensation from Comprehensive
Stock Capital Earnings Income (Loss) Stock Obligation Employees Income
------ ---------- -------- ------------- -------- ------------- ---------- -------------
BALANCES AT MAY 29, 2005 $ 4,495 $ 207,877 $ 81,189 $ 352 $(16,365) $ - $(2,542)
Comprehensive income:
Net income 17,462 17,462
Unrealized gain on
derivatives, net of
tax benefit 1,015 1,015
Unrealized loss on
foreign currency
translation (662) (662)
Minimum pension
liability adjustment,
net of tax 149 149
-------
Total comprehensive
income $17,964
=======
Issuance of 618,861
shares of Common Stock,
related to exercises
of stock options and
stock based compensation 62 2,876
Accrual for Stock based
compensation 8,890
Cash in lieu of fractional
shares (11)
Treasury stock upon exercise
of stock options (192)
Treasury stock purchase (3,338)
Employee shares held by
the Company's Deferred
Compensation Plan (2,429)
Deferred compensation
obligation for employee
shares transferred to
a non-diversified trust 2,429
Repayment of notes receivable (2,197) 2,542
------- --------- -------- ----- -------- ------- -------
BALANCES AT FEBRUARY 26, 2006 $ 4,557 $ 219,632 $ 98,651 $ 854 $(24,521) $ 2,429 $ -
======= ========= ======== ===== ======== ======= =======
See notes to consolidated financial statements.
7
INTERMAGNETICS GENERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION:
In the opinion of Management, the accompanying unaudited Consolidated
Financial Statements contain all adjustments, which are of a normal recurring
nature, necessary to state fairly the Company's financial position at February
26, 2006, and the results of its operations, cash flows and changes in
stockholders' equity for the periods presented. The results for the three and
nine months ended February 26, 2006, 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 29, 2005, filed on Form
10-K on August 12, 2005.
The Consolidated Financial Statements include the accounts of the
Company and its subsidiaries. All significant inter-company transactions have
been eliminated in consolidation. It is the Company's policy to reclassify prior
year consolidated financial statements to conform to current year presentation.
CASH EQUIVALENTS:
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
The Company records an allowance for doubtful accounts for estimated
receivable losses. Management considers historical collection experience and
reviews aging reports on its outstanding receivable balances on a regular basis
to assess the collectibility of these balances, and adjusts the allowance for
doubtful accounts accordingly. Increases to the allowance are expensed and
included in operating expenses. The allowance and the related receivable are
reduced when the account is deemed uncollectible.
REVENUE RECOGNITION:
The Company recognizes revenue in accordance with Staff Accounting
Bulletin No. 101 as amended by Staff Accounting Bulletin No. 104, on product
that has been shipped. In these cases, all the criteria for revenue recognition
have been met including, but not limited to: persuasive evidence of an
arrangement exists; the arrangement includes a product price that is fixed and
determinable; the company has accomplished what it must do to satisfy the terms
of the arrangement including passing title and risk of loss to our customer upon
shipment; and collection from our customer is reasonably assured in accordance
with the terms in the arrangement.
In other instances, the Company recognizes revenue in accordance with
Staff Accounting Bulletin No. 101 as amended by Staff Accounting Bulletin No.
104, on product that is complete and ready to ship for which our customer has
requested a delay in delivery. In these cases, all the criteria for revenue
recognition have been met including, but not limited to: the customer has a
substantial business purpose; there is a fixed delivery date; title and risk of
loss has transferred to our customer; the product is complete and ready for
shipment; and the product has been segregated and is not available to be used to
fill other orders. Upon notification from our customer the product is shipped to
the stated destination. As of February 26, 2006, the bill and hold sale
comprised 0.3% of consolidated revenues for the three months then ended. As of
February 27, 2005, there were no bill and hold sales.
The Company recognizes revenue and profit on long-term development
contracts based upon actual time and material costs incurred plus contractual
earned profit. These types of contracts typically provide engineering services
to achieve a specific scientific result relating to superconductivity. The
customers for these contracts are both commercial customers and various state
and federal government agencies. When government agencies are providing revenue
we do not expect the government to be a significant end user of the resulting
products. Therefore, the Company does not reduce Internal Research and
Development by the funding received.
8
PRODUCT WARRANTY
The Company accrues for possible future claims arising under terms of
various warranties (one to three years) made in connection with the sale of
products. The reduction in warranty expense for the three and nine months ended
February 26, 2006, is primarily due to a current period change in estimate as a
result of new information available during the quarter. The following table is a
reconciliation of the change in the aggregate accrual for product warranty for
the three and nine months ended February 26, 2006 and February 27, 2005:
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
(Dollars in thousands) February 26, 2006 February 27, 2005 February 26, 2006 February 27, 2005
----------------- ----------------- ----------------- -----------------
Balance at beginning of period $ 3,445 $ 3,179 $ 4,073 $ 3,189
Reserves acquired from
acquisition of MRID Corp. 87
Reserves released from the sale of
Polycold (651) (651)
Warranty expense 129 2,385 128 2,990
Cost of warranty performed (735) (637) (1,362) (1,339)
------- ------- ------- -------
Ending Balance $ 2,839 $ 4,276 $ 2,839 $ 4,276
======= ======= ======= =======
INVENTORIES:
Inventories are stated at the lower of cost or market value. Cost is
determined on a standard cost basis that approximates the first-in, first-out
(FIFO) method. Variances from standard costs are accumulated as they are
incurred and are included in the carrying value of inventory to the extent
appropriate. Market value is determined based on the net realizable value.
Appropriate consideration is given to obsolescence, excessive levels and other
factors in evaluating net realizable value. At February 26, 2006 and May 29,
2005 the Company had reserves for excess and obsolete inventory of $3,587,000
and $2,801,000, respectively.
PROPERTY, PLANT AND EQUIPMENT:
Land and improvements, buildings and improvements, machinery and
equipment and leasehold improvements are recorded at cost. Depreciation is
computed using the straight-line method in a manner that is intended to amortize
the cost of such assets over their estimated useful lives. Leasehold
improvements are amortized on a straight-line basis over the remaining initial
term of the lease or estimated useful life, whichever is shorter. For financial
reporting purposes, the Company provides for depreciation of property, plant and
equipment over the following estimated useful lives:
Land improvements 7 - 25 years
Buildings and improvements 7 - 40 years
Machinery and equipment 3 - 15 years
Leasehold improvements 2 - 15 years
Significant additions or improvements extending assets' useful lives
are capitalized; normal maintenance and repair costs are expensed as incurred.
The cost of fully depreciated assets remaining in use is included in
the respective asset and accumulated depreciation accounts. When items are sold
or retired, related gains or losses are included in income.
INCOME TAXES:
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
Investment and other tax credits are included in income when realized.
FOREIGN CURRENCY TRANSLATION:
Foreign currency translation adjustments arise from conversion of the
Company's foreign subsidiary's financial statements to US currency for reporting
purposes, and are included in Other Comprehensive Income (Loss) in stockholders'
equity on the accompanying consolidated balance sheets. Realized foreign
currency transaction gains and losses are included in interest and other expense
in the accompanying consolidated income statements.
9
GOODWILL AND OTHER INTANGIBLES:
In accordance with Statement of Financial Accounting Standard No. 142
"Goodwill and Other Intangible Assets", the Company performs a test for goodwill
impairment annually during the second fiscal quarter of each year (or at an
interim date if certain events occur or circumstances change that would more
likely than not reduce the fair value of the reporting unit below its carrying
amount). A determination of impairment is made based upon the estimated
discounted future cash flows of the operations associated with the related
reporting unit. If goodwill is determined to be impaired the Company would be
required to record a charge to its results of operations.
IMPAIRMENT OF LONG-LIVED ASSETS:
In accordance with SFAS No. 144 "Accounting for Impairment or Disposal
of Long-Lived Assets", the Company reviews long-lived assets for impairment
whenever events such as significant changes in the business climate, plant
closures, changes in product offerings, or other circumstances indicate that the
carrying amount may not be recoverable. The determination of whether these
assets are impaired involves significant judgments such as long term revenue
projections, weighted average cost of capital, product cost reductions, market
penetration and sufficient product research and development to keep pace with
market demand. Changes in strategy and/or market conditions may result in
adjustments to recorded asset balances.
PRODUCT RESEARCH AND DEVELOPMENT:
Product research and development costs which include, labor, materials,
external contractor fees and applicable overhead allocations are charged to
operations when incurred and are included in operating expenses.
STOCK-BASED COMPENSATION:
The intrinsic value method of accounting under the provisions of APB
No. 25, "Accounting for Stock Issued to Employees", is used for stock-based
compensation plans. Under the intrinsic value method, compensation cost is
measured as the excess, if any, of the quoted market price of the stock at the
grant date over the amount an employee must pay to acquire the stock.
Under SFAS 123, "Accounting for Stock-Based Compensation" (SFAS 123) as
amended, compensation costs for stock option grants would be based on the fair
value at the grant date and the resulting compensation expense would be shown as
an expense on the consolidated income statements as the option vests. The
following pro forma net income and earnings per share information has been
determined as if the Company had accounted for stock-based compensation awarded
under its stock option plans using the fair value-based method under SFAS 123:
(Dollars in Thousands, Except Per Share Amounts)
Three Months Ended Nine Months Ended
----------------------------- ---------------------------
February 26, February 27, February 26, February 27,
2006 2005 2006 2005
------------ ------------ ----------- ------------
Net income (as reported) $ 5,540 $ 24,735 $ 17,462 $ 34,181
Add recorded non-cash stock compensation, net of tax 2,700 695 6,136 3,678
Less non-cash stock compensation under SFAS No. 123, net of tax (3,154) (1,233) (7,088) (4,908)
------- -------- -------- --------
Pro forma Net Income $ 5,086 $ 24,197 $ 16,510 $ 32,951
Earnings per Common Share (as reported):
Basic $ 0.13 $ 0.59 $ 0.41 $ 0.83
======= ======== ======== ========
Diluted $ 0.13 $ 0.58 $ 0.41 $ 0.81
======= ======== ======== ========
Earnings per Common Share (pro forma):
Basic $ 0.12 $ 0.58 $ 0.39 $ 0.80
======= ======== ======== ========
Diluted $ 0.12 $ 0.57 $ 0.38 $ 0.78
======= ======== ======== ========
PER SHARE AMOUNTS:
Basic earnings per share excludes dilution and is computed by dividing
income available to common stockholders by the weighted average number of common
shares outstanding for the period. Diluted earnings per share reflects the
potential dilution that could occur if securities or other contracts to issue
Common Stock were exercised or converted into Common Stock or resulted in the
issuance of Common Stock that then shared in the earnings of the Company.
10
COMPREHENSIVE INCOME:
Comprehensive income (loss) currently consists of net income, foreign
currency translation adjustments, minimum pension liability adjustments and gain
(loss) on derivative activity and is presented in the consolidated statements of
changes in stockholders' equity and comprehensive income (loss), net of tax.
USE OF ESTIMATES:
In order to prepare these consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America, management of the Company has made a number of estimates and
assumptions relating to the reporting of assets, liabilities, revenue and
expenses and the disclosure of contingent assets and liabilities. Actual results
could differ from those estimates.
NEW ACCOUNTING PRONOUNCEMENTS:
In February 2006, the FASB issued Statement of Financial Accounting
Standards No. 155, "Accounting for Certain Hybrid Financial Instruments - An
Amendment of FASB Statement No. 133 and FASB Statement No. 140." SFAS 155
permits fair value remeasurement for any hybrid financial instrument that
contains an embedded derivative that otherwise would require bifurcation. SFAS
155 also establishes a requirement to evaluate interests in securitized
financial assets to identify interests that are freestanding derivatives or that
are hybrid financial instruments that contain an embedded derivative requiring
bifurcation. SFAS 155 also clarifies which interest-only strips and
principal-only strips are not subject to the requirements of Statement 133 and
clarifies that concentrations of credit risk in the form of subordination are
not embedded derivatives. SFAS 155 also amends Statement 140 to eliminate the
prohibition on a qualifying special-purpose entity from holding a derivative
financial instrument that pertains to a beneficial interest other than another
derivative financial instrument. SFAS 155 is effective for all financial
instruments acquired or issued after the beginning of fiscal years beginning
after September 15, 2006. Early adoption is permitted as of the beginning of an
entity's fiscal year, provided the entity has not yet issued financial
statements. At adoption, any difference between the total carrying amount of the
individual components of any existing bifurcated hybrid financial instruments
and the fair value of the combined hybrid financial instruments is to be
recognized as a cumulative-effective adjustment to beginning retained earnings.
The Company is required to adopt the provisions of SFAS 155, as applicable,
beginning in fiscal year 2008. Adoption of SFAS 155 is not expected to have a
material impact on the Company's financial position or results of operations.
In May 2005, the FASB issued Statement of Financial Accounting
Standards No. 154, "Accounting Changes and Error Corrections--A Replacement of
APB Opinion No. 20 and FASB Statement No. 3." SFAS 154 requires retrospective
application to prior periods' financial statements for changes in accounting
principle, unless it is impracticable to determine either the period-specific
effects or the cumulative effect of the change. SFAS 154 also requires that
retrospective application of a change in accounting principle be limited to the
direct effects of the change. Indirect effects of a change in accounting
principle, such as a change in non-discretionary profit-sharing payments
resulting from an accounting change, should be recognized in the period of the
accounting change. SFAS 154 also requires that a change in depreciation,
amortization, or depletion method for long-lived non-financial assets be
accounted for as a change in accounting estimate affected by a change in
accounting principle. SFAS 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
Early adoption is permitted for accounting changes and corrections of errors
made in fiscal years beginning after the date this Statement is issued. The
Company is required to adopt the provision of SFAS 154, as applicable, beginning
in fiscal 2007.
On March 29, 2005, the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin No. 107 (SAB 107) regarding the Staff's
interpretation of Share-Based Payments. This interpretation expresses the views
of the staff regarding the interaction between Statement of Financial Accounting
Standards Statement No. 123 (revised 2004) Share-Based Payment (Statement 123R)
and certain SEC rules and regulations and provide the staff's views regarding
the valuation of share-based payment arrangements for public companies. In
particular, this SAB provides guidance related to share-based payment
transactions with nonemployees, the transition from nonpublic to public entity
status, valuation methods, the accounting for certain redeemable financial
instruments issued under share-based payment arrangements, the classification of
compensation expense, non-GAAP financial measures, first-time adoption of
Statement 123R in an interim period, capitalization of compensation cost related
to share-based payment arrangements, the accounting for income tax effects of
share-based payment arrangements upon adoption of Statement 123R, the
modification of employee share options prior to adoption of Statement 123R and
disclosures in Management's Discussion and Analysis ("MD&A") subsequent to
adoption of Statement 123R. The Company will adopt SAB 107 in connection with
its adoption of Statement 123R which is expected to have a material impact on
the Company's results of operations.
11
On December 16, 2004, the FASB issued Statement No. 123 (revised 2004),
Share-Based Payment. Statement 123(R) would require us to measure all employee
stock-based compensation awards using a fair value method and record such
expense in our consolidated financial statements. In addition, the adoption of
Statement 123(R) will require additional accounting related to the income tax
effects and additional disclosure regarding the cash flow effects resulting from
share-based payment arrangements. In April 2005, the SEC issued a Final Rule
amending Rule 4-01(A) of Regulation S-X which amends the effective date of this
statement to fiscal years beginning after June 15, 2005. Therefore this
Statement applies to the Company beginning with the quarter ending August 27,
2006. The Company has not completed its analysis of the impact of this
statement, however, it is expected that the application of this Statement will
have a material impact on the Company's results of operations.
In November 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 151, "Inventory costs - An
Amendment of ARB No. 43 Chapter 4" ("SFAS No. 151"). SFAS No. 151 amends the
guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the
accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). This Statement requires that those items
be recognized as current-period charges. In addition, this Statement requires
that allocation of fixed production overheads to the costs of conversion be
based on the normal capacity of the production facilities. The provisions of
this statement shall be effective for inventory costs incurred during fiscal
years beginning after June 15, 2005. Management does not believe the adoption of
SFAS No. 151 will have a material impact on the Company's financial position and
results of operations.
NOTE B - DISPOSITION/ACQUISITION
During the third quarter of fiscal year 2005, the Company completed the
sale of its wholly-owned subsidiary, IGC-Polycold Systems, Inc. ("Polycold") the
sole subsidiary in the Company's Instrumentation segment. The sale, which
resulted in pre-tax gain of $33.4 million, was included in income from
discontinued operations for the three and nine months ended February 27, 2005.
The gain was calculated as follows:
Cash proceeds received $ 49,714
Less:
Polycold net assets sold 15,343
Costs directly related to the sale 996
--------
Pre-tax gain on sale $ 33,375
========
The revenues and net operating profit of Polycold, for the three and
nine months ended February 27, 2005 up through the date of sale, are included in
discontinued operations as required by SFAS No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets" as follows:
(In thousands) Three Months Ended Nine Months Ended
February 27, 2005 February 27, 2005
------------------ -----------------
Net revenues to external customers $ 6,149 $ 23,354
Net operating income 1,761 7,359
During the first quarter of fiscal year 2005, the Company completed its
purchase of MRI Devices Corporation ("MRID"). The following (unaudited) pro
forma consolidated income statement has been prepared in accordance with SFAS
No. 141 "Business Combinations" as if the acquisition of MRID occurred at the
beginning of fiscal year 2005:
12
Nine Months Ended
February 27,
2005
-----------------
Net revenues $ 193,154
=========
Net income $ 35,006
=========
Earnings per share:
Basic $ 0.83
=========
Diluted $ 0.82
=========
In the above pro forma consolidated income statement, net income for
the nine months ended February 27, 2005 includes a $19.3 million gain on sale of
subsidiary, net of tax, $4.2 million of income, net of tax from discontinued
operations and about $3.2 million of non-recurring charges net of tax which
primarily consists of $1.2 million for a stock contribution made to a profit
sharing plan for original MRID employees prior to change of control; about
$600,000 for an impairment charge on the acquired MRID trade name; and about
$1.4 million for other acquisition related charges. The above pro forma results
do not include revenue synergies.
NOTE C - LONG-TERM DEBT
On September 1, 2005, the Company executed an amended and restated
Credit Agreement with its existing group of commercial lenders. The Amended and
Restated Credit Agreement effectively increases the Company's unsecured
revolving credit facility from $105 million to $200 million and eliminates the
amortizing term loan portion of the facility, which had been $25 million. The
maturity date of the Agreement has been extended from December 2008 until
September 2010. In addition, the Company received more favorable financial
covenants including improved debt leverage and interest coverage ratios. In
conjunction with this amendment, the Company was required to pay a
non-refundable commitment fee and other direct costs to administer the amendment
totaling $318,000. These costs were deferred and will be amortized straight-line
over the remaining life of the debt.
In connection with the execution of the Agreement, the Company borrowed
$55 million under the amended and restated facility. The proceeds were used
principally to retire amounts borrowed under the original credit agreement
including the entire $19.4 million balance remaining on the term loan and the
$14 million borrowed under the revolving portion of the facility. An additional
$4 million was used to retire the mortgage on its Latham, New York manufacturing
facility which matured in November 2005. The balance of the proceeds will be
used to meet working capital requirements and other corporate expenses.
On November 16, 2005, the Company made the final payment of $3,943,000
on its mortgage payable related to the Latham, NY facility. The interest rate
swap agreement that effectively hedged the variable rate of this mortgage also
expired on November 16, 2005.
As of February 26, 2006 and May 29, 2005, the Company had the following
long-term debt outstanding:
As of
------------------------------
(In thousands) February 26, May 29,
2006 2005
------------ --------
Long-Term Debt:
Mortgage and notes payable $ 3,704 $ 7,976
Term loan (Retired the $19.4 million outstanding effective September 1, 2005) - 20,313
Revolving line of credit ($200 million effective September 1, 2005) 55,000 4,000
-------- --------
Total long-term debt 58,704 32,289
Less current maturities 268 12,404
-------- --------
Long-term debt excluding current maturities $ 58,436 $ 19,885
======== ========
In addition to the long-term debt noted above, during the first quarter
of fiscal year 2005, the Company issued a $5.0 million three-year note payable
that accrues interest at LIBOR plus 0.5% in conjunction with the acquisition of
MRI Devices.
13
As of February 26, 2006, the Company had $144.4 million additional
borrowing capacity under its unsecured revolving credit facility which is net of
$640,000 of standby letters of credit issued to the Company's insurance agent as
collateral for potential workers' compensation claims.
NOTE D - PER SHARE INFORMATION
On January 25, 2006, the Company's Board of Directors declared a fifty
percent common stock dividend to effect a three-for-two split on the Company's
common stock. The dividend was distributed on February 21, 2006 to shareholders
of record on February 6, 2006. The consolidated financial statements and related
notes have been adjusted to retroactively reflect this stock dividend in all
numbers of shares, prices per share and earnings per share.
A summary of the shares used in the calculation of net income per Common Share
is shown below:
(Dollars in Thousands, Except Per Share Amounts)
Three Months Ended Nine Months Ended
--------------------------- ---------------------------
February 26, February 27, February 26, February 27,
2006 2005 2006 2005
------------ ------------ ------------ ------------
Income available to
Common shareholders $ 5,540 $ 24,735 $ 17,462 $ 34,181
=========== =========== =========== ===========
Weighted average shares 42,300,813 42,030,141 42,256,107 41,344,768
Dilutive potential Common
Shares:
Warrants 157,186 122,149 143,082 114,855
Restricted Stock 33,668 12,405 21,505 4,236
Stock options and Awards 646,662 625,694 573,405 579,446
----------- ----------- ----------- -----------
Adjusted weighted average
shares 43,138,329 42,790,389 42,994,099 42,043,305
Net income per Common Share:
Basic $ 0.13 $ 0.59 $ 0.41 $ 0.83
=========== =========== =========== ===========
Diluted $ 0.13 $ 0.58 $ 0.41 $ 0.81
=========== =========== =========== ===========
As of February 26, 2006, the Company had 1,536,824 shares of restricted
stock, net of vesting and forfeitures, outstanding to key employees for a
performance-based plan that ends in fiscal year 2007. These shares are
restricted units, which will convert into common stock only upon the achievement
of compounded growth in the Company's pre-tax diluted earnings per share greater
than eight percent over five fiscal years. For 1,343,024 outstanding shares, the
vesting schedule in fiscal years 2003 through 2007 is 0%, 0%, 15%, 20% and 65%
respectively. For 157,050 outstanding shares, the vesting schedule in fiscal
years 2003 through 2007 is 0%, 0%, 0%, 40% and 60% respectively. For 36,750
shares, the vesting schedule in fiscal years 2003 through 2007 is 0%, 0%, 0%, 0%
and 100% respectively. In the current year, based upon forecasted performance
management has determined that it is probable that performance targets will be
met. For the three months ended February 26, 2006 and February 27, 2005, and the
corresponding nine months ended, the Company recognized expense of $3,937,000,
$858,000 and $8,446,000 and $3,260,000 respectively.
As of February 26, 2006, the Company has an additional 1,536,000 shares
of restricted stock outstanding to key employees for a performance-based plan
that ends in fiscal year 2010. These shares are restricted units which will
convert into common stock only upon the achievement of compounded growth in the
Company's pre-tax diluted earnings per share greater than eight percent over the
next five fiscal years. The vesting schedule in fiscal years 2006 through 2010
is 0%, 0%, 15%, 20% and 65% respectively. In the current year, the stock is not
considered dilutive. The Company will record expense for the restricted stock
when management determines it will be probable that the performance targets will
be met. At that time the expense will be recorded and treated as variable
through the date that the restriction lapses. Additional shares of restricted
stock may be granted to newly hired key employees.
As of February 26, 2006 the Company had outstanding 82,313 time-based
shares of restricted stock to certain employees. These shares are vesting over
time ranging from 1 to 5 years. For the three months ended February 26, 2006 and
February 27, 2005, and the corresponding nine months ended, the Company had
recorded expense/(credit) of $(18,000), $24,000 and $376,000 and $81,000,
respectively. The credit recognized during the current quarter reflects shares
of unvested restricted stock forfeited by terminated employees.
14
As of February 26, 2006 the Company had outstanding 34,742 shares of
restricted stock to the Board of Directors. These shares are vesting over a five
year time frame at 10%, 10%, 10%, 10%, and 60%, respectively. For the three
months ended February 26, 2006 and February 27, 2005 and the corresponding nine
months ended, the Company had recorded expense of $27,500, $77,500 and $67,500
and $92,500, respectively.
As of February 26, 2006, the Company had issued 18,576 shares of Common
Stock at a fair market value of $26.89 per share as compensation to the Board of
Directors. For the three months ended February 26, 2006 and February 27, 2005
and the corresponding nine months ended, the Company had recorded expense of
$125,000, $105,000 and $332,000 and $323,000, respectively.
As of February 26, 2006, the Company had issued 44,269 shares to fund
employee benefit plans for MRID employees with a value of $624,000 being
recognized as compensation expense ratably over a contractual four year vesting
period. For the three months and nine months ended February 26, 2006, the
Company had recorded expense of $39,000 and $117,000.
In addition to the Company stock and award plans, the Company also
maintains a deferred compensation plan ("the plan") in which certain management
and highly compensated employees are eligible to defer a maximum of 25% of the
participant's salary and up to 100% of the participant's bonus. The compensation
deferred under this plan is credited with earnings or losses based upon changes
in values of the investments elected by the plan participant. Each plan
participant is fully vested in all deferred compensation and any earnings
credited to their accounts. The deferrals are invested by the Company through
two rabbi trusts (Trust I and Trust II, collectively "the trusts"). Prior to
December 31, 2005, Trust I invested deferred amounts based upon elections made
by the plan participants into various funds designated by the plan, one of which
included Company common stock. Effective December 31, 2005, the Company
established a separate rabbi trust (Trust II) for the purpose of holding any
shares of Company common stock contributed by the plan participants. In
addition, any Company common stock held by Trust I was transferred to Trust II
at fair value. As of December 31, 2005 the fair value of company common stock
held by Trust I and transferred to Trust II was $2,429,000.
The Company accounts for the plan in accordance with Emerging Issues
Task Force (EITF) No. 97-14. In Trust I, plan participants are allowed to
diversify their contributions therefore, the deferred compensation obligation is
classified as a liability and adjusted, with a corresponding charge or credit to
compensation cost, to reflect changes in the fair value of amounts owed to
employees under the plan. The equal and offsetting assets held by the trust are
recorded as an other asset with equal and offsetting fluctuations in fair value
being charged or credited to other non-operating income. As of February 26,
2006, the liability and the equal and offsetting fair value of the Trust I
assets amounted to $6,081,000. For the three and nine months ended February 26,
2006, the amount recognized as a charge/(credit) in compensation expense and the
equal and offsetting credit/(charge) to other non-operating income was
$(104,000) and $775,000, respectively.
In Trust II, the deferred compensation obligation is classified as
equity and the equal and offsetting Company common stock held by the trust is
classified as treasury stock. Plan participants are not allowed to diversify
their contributions in Trust II and therefore, any changes in fair value will
not be recognized. As of February 26, 2006, the deferred compensation obligation
and the equal and offsetting value of Trust II assets included in treasury stock
was $2,429,000.
NOTE E- SEGMENT AND RELATED INFORMATION
The Company operates in three reportable segments: Magnetic Resonance
Imaging (MRI), Medical Devices, and Energy Technology. During the third quarter
of fiscal year 2005, the Company sold IGC-Polycold Systems, Inc. the sole
subsidiary in its former Instrumentation segment.
The MRI segment consists primarily of the manufacture and sale of low
temperature superconducting ("LTS") magnets (by the IGC-Magnet Business Group).
15
The Medical Devices segment consists of one collectively managed
entity, Invivo Corporation, with a universal brand identity of "Invivo".
Invivo's management team concentrates on the collective growth, revenues and
profitability of its two divisions; Invivo Patient Care (IPC) and Invivo
Diagnostic Imaging (IDI). Invivo Patient Care designs and manufactures patient
monitors, primarily for use in MRI suites. IPC also designs and manufactures
bedside monitors and central station monitoring systems. Invivo Diagnostic
Imaging (formerly IGC-MAI and MRID) designs and manufactures Radio Frequency
(RF) coils, which are used to enhance the image quality of MRI systems. In
addition, IDI manufactures visualization and analysis systems which are software
based products used in conjunction with RF coils in diagnostic imaging and
interventional diagnostic procedures. Invivo sells its products to original
equipment manufacturers such as Philips Medical Systems, GE Healthcare, Siemens
Medical Solutions, Toshiba Medical Systems and Hitachi Medical Systems. Invivo
also distributes its products directly through a global sales network that
serves both IDI and IPC. In addition, Invivo sells its products to group
purchasing organizations, research hospitals, universities and other luminary
sites.
The Energy Technology segment, operated through SuperPower Inc.
(SuperPower), is developing second generation, high-temperature superconducting
(HTS) materials that we expect to use in devices designed to enhance capacity,
reliability and quality of transmission and distribution of electrical power. On
February 28, 2006, the Company engaged a financial advisor to assist in
exploring strategic options to maximize value in SuperPower. This correlates
with the Company's previously announced plans to pursue various liquidity
alternatives for SuperPower. An ultimate separation of SuperPower from
Intermagnetics is consistent with the Company's overall goal to focus resources
and efforts on expanding growth opportunities in the medical devices
marketplace.
The accounting policies of the reportable segments are the same as
those described in Note A of the Notes to Consolidated Financial Statements. The
Company evaluates the performance of its reportable segments based on operating
income (loss).
Summarized financial information concerning the Company's reportable
segments is shown in the following table:
16
SEGMENT DATA
(Dollars in Thousands)
Three Months Ended
------------------------------------------------------------
February 26, 2006
------------------------------------------------------------
Magnetic Resonance Medical Energy
Imaging Devices Technology Total
------------------ ------- ---------- -----
Net revenues to external customers:
Magnet systems $ 32,077 $ 32,077
Patient Monitors and RF Coils $ 42,706 42,706
Other $ 2,131 2,131
--------- --------- -------- ---------
Total 32,077 42,706 2,131 76,914
Segment operating income (loss) 4,395 6,555 (1,913) 9,037
Goodwill 169,910 169,910
Total assets $ 145,153 $ 269,131 $ 11,170 $ 425,454
Three Months Ended
------------------------------------------------------------
February 27, 2005
------------------------------------------------------------
Magnetic Resonance Medical Energy
Imaging Devices Technology Total
------------------ ------- ---------- -----
Net revenues to external customers:
Magnet systems $ 30,128 $ 30,128
Patient Monitors and RF Coils $ 35,290 35,290
Other $ 3,556 3,556
--------- --------- -------- ---------
Total 30,128 35,290 3,556 68,974
Segment operating income (loss) 5,745 2,945 (1,327) 7,363
Goodwill 170,091 170,091
Total assets $ 120,708 $ 249,895 $ 11,490 $ 382,093
17
Nine Months Ended
------------------------------------------------------------
February 26, 2006
------------------------------------------------------------
Magnetic Resonance Medical Energy
Imaging Devices Technology Total
------------------ ------- ---------- -----
Net revenues to external customers:
Magnet systems $ 94,741 $ 94,741
Patient Monitors and RF Coils $ 123,299 123,299
Other $ 8,002 8,002
--------- --------- -------- ---------
Total 94,741 123,299 8,002 226,042
Segment operating income (loss) 15,123 16,349 (5,133) 26,339
Goodwill 169,910 169,910
Total assets $ 145,153 $ 269,131 $ 11,170 $ 425,454
Nine Months Ended
------------------------------------------------------------
February 27, 2005
------------------------------------------------------------
Magnetic Resonance Medical Energy
Imaging Devices Technology Total
------------------ ------- ---------- -----
Net revenues to external customers:
Magnet systems $ 83,736 $ 83,736
Patient Monitors and RF Coils $ 94,806 94,806
Other $ 8,131 8,131
--------- --------- -------- ---------
Total 83,736 94,806 8,131 186,673
Segment operating income (loss) 10,123 11,587 (5,174) 16,536
Goodwill 170,091 170,091
Total assets $ 120,708 $ 249,895 $ 11,490 $ 382,093
18
The following are reconciliations of the information used by the chief
operating decision maker to the Company's consolidated totals:
Three Months Ended
---------------------------------------
February 26, 2006 February 27, 2005
----------------- -----------------
Reconciliation of income from continuing operations before income taxes:
Total operating income from reportable segments $ 9,037 $ 7,363
Interest and other income 237 74
Interest and other expense (842) (1,109)
------- -------
Income from continuing operations before income taxes $ 8,432 $ 6,328
======= =======
Nine Months Ended
---------------------------------------
February 26, 2006 February 27, 2005
----------------- -----------------
Reconciliation of income from continuing operations before income taxes:
Total operating income from reportable segments $ 26,339 $ 16,536
Interest and other income 1,424 486
Interest and other expense (2,433) (3,238)
Gain on litigation settlement 600
Adjustment to gain on prior period sale of division 648 1,094
------- -------
Income from continuing operations before income taxes $ 26,578 $ 14,878
======= =======
NOTE F - GOODWILL AND OTHER INTANGIBLE ASSETS
The Company follows the provisions of Statement of Financial Accounting
Standards No. 142 (FAS No. 142), "Goodwill and Other Intangible Assets". FAS No.
142 changed the accounting for goodwill from an amortization method to an
impairment-only approach.
The components of other intangibles are as follows:
(Dollars in Thousands)
As of February 26, 2006
-------------------------------------------
Weighted
Gross Carrying Accumulated Average Life
Amount Amortization in Years
-------------- ------------ ------------
Amortized intangible assets
Production rights $ 8,750 $ 8,750 5.5
Patents 3,984 1,363 17.9
Trade names/trademarks 11,510 959 25.0
Product name/trademark 4,640 736 10.5
Know-how and core technology 17,940 3,567 9.3
Product technology and design 4,930 1,415 6.6
OEM customer relationships 14,950 2,240 12.0
-------- --------
$ 66,704 $ 19,030 12.5
======== ========
Aggregate amortization expense from continuing operations for the three
and nine months ended February 26, 2006 and February 27, 2005 was $1,266,000;
$1,661,000, and $3,930,000; $4,718,000, respectively. All intangibles are
amortized on a straight line basis.
19
Estimated Amortization Expense:
For the year ending May 2006 $ 5,196
For the year ending May 2007 $ 5,066
For the year ending May 2008 $ 5,065
For the year ending May 2009 $ 5,054
For the year ending May 2010 $ 5,019
There were no changes to recorded goodwill during the three months
ended February 26, 2006. Management has evaluated goodwill for impairment during
the quarter ended November 27, 2005, in accordance with SFAS No. 142 and
determined that no impairment exists. Management will perform the next annual
goodwill impairment test during the quarter ended November 26, 2006 unless an
event occurs or circumstances change that would more likely than not reduce the
fair value of the reporting unit below its carrying amount.
NOTE G - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company adopted Statement of Financial Accounting Standards
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities"
effective May 28, 2001. SFAS No. 133, as amended by SFAS No.138, "Accounting for
Certain Derivative and Certain Hedging Activities", requires that all derivative
instruments be recognized on the balance sheet at their fair value and changes
in fair value be recognized immediately in earnings, unless the derivatives
qualify as hedges in accordance with the Standard. The change in fair value for
those derivatives that qualify as hedges is recorded in stockholders' equity as
other comprehensive income (loss).
On November 16, 2005, the interest rate swap agreement having a
notional amount of about $3.9 million matured in connection with the final
payment on our mortgage payable related to our Latham, NY facility. The fair
value of this interest rate swap increased $52,000 during the nine months ended
February 26, 2006 to a fair value of $0 at maturity.
On September 2, 2005, the Company entered into an interest rate swap
agreement with a commercial bank in connection with the $55 million borrowing
under its recently amended and restated credit facility. This interest rate swap
is designated as a cash flow hedge, having a notional principle amount as of
February 26, 2006 of $37.5 million. This agreement will effectively hedge the
Company's interest rate exposure on a portion of its long term debt to a fixed
rate of 4.27%. This interest rate swap agreement will mature on September 1,
2010. The fair value of this interest rate swap was $1.4 million as of February
26, 2006.
On February 5, 2004, the Company entered into an interest rate swap
agreement designated as a cash flow hedge with a commercial bank, having a
notional principle amount of $17.5 million as of February 26, 2006. This
agreement effectively hedges the Company's interest rate exposure on a portion
of its long term debt due on December 31, 2008 to a fixed rate of 2.95% plus
applicable margins. This interest rate swap agreement matures on December 31,
2008. The fair value of this interest rate swap increased $131,000 to $527,000
during the nine months ended February 26, 2006.
The Company is exposed to credit loss in the event of non-performance
by the other parties to the interest rate swap agreements. However, the Company
does not anticipate non-performance by the counterparties.
Changes in the fair value of derivatives are recorded each period in
current earnings or other comprehensive income, depending on whether a
derivative is designated as part of a hedge transaction and, if it is, the type
of hedge transaction. For the nine months ended February 26, 2006 the Company
recorded a net other comprehensive gain of $1.0 million, net of tax, for the
interest rate swap agreements.
NOTE H - ENVIRONMENTAL REMEDIATION/PATENT INDEMNITY
The Company maintains a provision for potential environmental
remediation for two divisions (IGC-Advanced Superconductors "IGC-AS" and IGC-
APD Cryogenics, Inc. "IGC-APD") that were sold during fiscal 2002. The original
provisions were recorded under certain state property transfer laws should a
cleanup be required. These provisions which were based upon management's best
estimate using the information available at that time did not include a range of
loss. In addition, the Company maintains a reserve for a patent indemnity that
we provided to Sumitomo Heavy Industries (SHI) in connection with the
commercialization of a certain product.
20
During the second quarter of fiscal year 2006, the permitting process
was completed at the APD facility with no penalties assessed. As a result, the
Company reduced the environmental remediation liability associated with the sale
IGC-APD by $451,000 to zero. In addition the Company reassessed its exposure on
its patent indemnity to SHI. As a result, the Company reduced its reserve by
$197,000 to $250,000. The combination of the accrual reductions resulted in an
adjustment to the gain on a prior period sale of a division of $648,000.
If unexpected costs related to the environmental issues or patent
indemnity are incurred additional provisions will be needed. As of February 26,
2006, the total remaining reserve for environmental remediation relating to the
divestiture of IGC-AS and the patent indemnity relating to the divesture of
IGC-APD was approximately $94,000 and $250,000, respectively.
21
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Intermagnetics General Corporation ("Intermagnetics", "Company", "we"
or "us") makes forward-looking statements in this document. Typically, we
identify forward-looking statements with words like "believe," "anticipate,"
"perceive," "expect," "estimate" and similar expressions. Unless a passage
describes a historical event, it should be considered a forward-looking
statement. These forward-looking statements are not guarantees of future
performance and involve important assumptions, risks, uncertainties and other
factors that could cause the Company's actual results for fiscal year 2006 and
beyond to differ materially from those expressed in the forward-looking
statements. These important factors include, without limitation, the
assumptions, risks, and uncertainties set forth in this Management's Discussion
and Analysis of Financial Condition and Results of Operations, as well as other
assumptions, risks, uncertainties and factors disclosed throughout this report
and in our Annual Report on Form 10-K as filed with the Securities and Exchange
Commission on August 12, 2005.
Except for our continuing obligations to disclose material information
under federal securities laws, we are not obligated to update these
forward-looking statements, even though situations may change in the future. We
qualify all of our forward-looking statements by these cautionary statements.
OVERVIEW OF SIGNIFICANT EVENTS
On January 25, 2006, our Board of Directors declared a fifty percent
common stock dividend which had the effect of a three-for-two split on the
Company's common stock. The dividend was distributed on February 21, 2006 to
shareholders of record on February 6, 2006. All share and per share data
included in this filing have been adjusted to retroactively reflect this stock
dividend.
On September 1, 2005, we executed an amended and restated Credit
Agreement with our existing group of commercial lenders. The Amended and
Restated Credit Agreement effectively increases our unsecured revolving credit
facility from $105 million to $200 million and eliminates the amortizing term
loan portion of the facility, which had been $25 million. The maturity date of
the Agreement has been extended from December 2008 until September 2010. In
addition, we received more favorable financial covenants including improved debt
leverage and interest coverage ratios. In conjunction with this amendment, we
were required to pay a non-refundable commitment fee and other direct costs to
administer the amendment totaling $318,000. These costs were deferred and will
be amortized straight-line over the remaining life of the debt.
In connection with the execution of the Agreement, we borrowed $55
million under the amended and restated facility. The proceeds were used
principally to retire amounts borrowed under the original credit agreement
including the entire $19.4 million balance remaining on the term loan and the
$14 million borrowed under the revolving portion of the facility. An additional
$4 million was used to retire the mortgage on our Latham, New York manufacturing
facility which matured in November 2005. The balance of the proceeds will be
used to meet working capital requirements and other corporate expenses.
On September 2, 2005, we entered into an interest rate swap agreement
with a commercial bank in connection with the $55 million borrowing under our
recently amended and restated credit facility. This interest rate swap is
designated as a cash flow hedge, having an initial notional principle amount of
$35.6 million. This agreement will effectively hedge our interest rate exposure
on a portion of our long term debt to a fixed rate of 4.27%. This interest rate
swap agreement will mature on September 1, 2010.
In addition, effective September 1, 2005 the Executive Committee of the
Company's Board of Directors authorized the Company to re-purchase up to
3,750,000 shares of the Company's stock. This authorization supersedes the
Board's previous re-purchase authorization, which was approved in July of 2002.
Under the current repurchase authorization, we have repurchased 176,550 shares
at an average price of $18.86. We did not repurchase any additional shares of
our common stock during the three months ended February 26, 2006.
22
On February 15, 2005, during the third quarter of fiscal year 2005, we
completed the sale of our wholly-owned subsidiary, IGC-Polycold Systems, Inc.
("Polycold"), to Helix Technology Corporation ("Helix"). Helix purchased all of
the outstanding capital stock of Polycold for about $49.7 million in cash. The
decision to sell Polycold was a step in our overall strategic plan to focus
financial and managerial resources on the Company's growing and more profitable
medical devices business. The operations of Polycold through the date of sale
are included in income from discontinued operations for the three and nine
months ended February 27, 2005.
On July 16, 2004, during the first quarter of fiscal year 2005 we
completed our purchase of MRI Devices Corporation ("MRID"), a privately held
company. MRID is a leading manufacturer of radio frequency (RF) coils and
related sub-systems for magnetic resonance imaging (MRI) systems. MRID's results
of operations have been included in our consolidated financial statements since
the date of acquisition and are included in our discussion on the Results of
Operations below. Since the acquisition, we have combined MRID and our
pre-existing RF coil subsidiary (IGC-Medical Advances) into one entity: Invivo
Diagnostic Imaging, a division of Invivo Corporation. This has resulted in
adding incremental value to this acquisition through the physical consolidation
of product development and manufacturing facilities in Wisconsin, a unified RF
coil management team and the integration of direct sales activities with Invivo
Corporation's world-class global sales team.
SEGMENT STRUCTURE
We operate in three reportable segments: Magnetic Resonance Imaging
(MRI), Medical Devices, and Energy Technology. During the third quarter of
fiscal year 2005, we sold IGC-Polycold Systems, Inc., the sole subsidiary in our
former Instrumentation segment.
The MRI segment consists primarily of the manufacture and sale of low
temperature superconducting ("LTS") magnets (by the IGC-Magnet Business Group).
Our Medical Devices segment consists of one collectively managed
entity, Invivo Corporation with a universal brand identity of "Invivo". Invivo's
management team concentrates on the collective growth, revenues and
profitability of its portfolio of products including RF-coils, vital sign
patient monitors, visualization and analysis products and service for these
products. RF-coils are application-specific devices that work as a part of the
overall MRI system to create images of specific anatomical areas of the body.
Examples include breast, head, knee and wrist RF-coils. These products are sold
directly to major original equipment manufacturers (OEM's) including Philips
Medical Systems ("Philips"), GE Healthcare ("GE"), Siemens Medical Solutions
("Siemens") and Toshiba Medical Systems ("Toshiba"). These products are also
sold directly to healthcare providers through Invivo's direct global sales
network comprised of direct sales representatives and independent distributors.
Vital sign monitoring products are devices used throughout hospital acute care
departments, ambulatory surgical outpatient centers, hospital based radiology
departments, and free-standing diagnostic imaging centers. These products
monitor and display respiratory and cardiac vital signs such as temperature,
heart rate and blood pressure. Invivo offers both MRI-compatible monitors for
use in the MRI imaging suite and bedside monitors with central viewing systems
at central nurse stations. Visualization and analysis systems are software based
products used in conjunction with RF coils in diagnostic imaging and
interventional diagnostic procedures. Invivo provides service through company
operated repair centers. An integral part of Invivo's sales and marketing
strategy is a corporate and national account program. Invivo enters into supply
agreements with Group Purchasing Organizations (GPO) to sell products to the GPO
member hospitals or healthcare facilities.
In Energy Technology, our wholly-owned subsidiary, SuperPower, Inc.
("SuperPower") is developing high-temperature superconducting materials and
devices designed to enhance the capacity, reliability and quality of electrical
power transmission and distribution. On February 28, 2006, we engaged a
financial advisor to assist us in exploring strategic options to maximize value
in SuperPower. This was the next step towards our previously announced plans to
pursue various liquidity alternatives for SuperPower. An ultimate separation of
SuperPower from Intermagnetics is consistent with our overall goal to focus our
resources and efforts on expanding our growth opportunities in the medical
devices marketplace.
The Company evaluates the performance of its reportable segments based
on operating income (loss). The Company operates on a 52/53-week fiscal year
ending the last Sunday during the month of May.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company's discussion and analysis of its financial condition and
results of operations are based upon, in part, the Company's consolidated
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America (GAAP). The
preparation of these financial statements requires the Company to make estimates
and judgments that affect assets, liabilities, revenues, expenses and related
disclosure of contingent liabilities.
23
REVENUE RECOGNITION
The Company recognizes revenue in accordance with Staff Accounting
Bulletin No. 101 as amended by Staff Accounting Bulletin No. 104, on product
that has been shipped. In these cases, all the criteria for revenue recognition
have been met including, but not limited to: persuasive evidence of an
arrangement exists; the arrangement includes a product price that is fixed and
determinable; the company has accomplished what it must do to satisfy the terms
of the arrangement including passing title and risk of loss to our customer upon
shipment; and collection from our customer is reasonably assured in accordance
with the terms in the arrangement.
In other instances, the Company recognizes revenue in accordance with
Staff Accounting Bulletin No. 101 as amended by Staff Accounting Bulletin No.
104, on product that is complete and ready to ship for which our customer has
requested a delay in delivery. In these cases, all the criteria for revenue
recognition have been met including, but not limited to: the customer has a
substantial business purpose; there is a fixed delivery date; title and risk of
loss has transferred to our customer; the product is complete and ready for
shipment; and the product has been segregated and is not available to be used to
fill other orders. Upon notification from our customer the product is shipped to
the stated destination. As of February 26, 2006, the bill and hold sale
comprised 0.3% of consolidated revenues for the three months then ended. As of
February 27, 2005, there were no bill and hold sales.
The Company recognizes revenue and profit on long-term development
contracts based upon actual time and material costs incurred plus contractual
earned profit. These types of contracts typically provide engineering services
to achieve a specific scientific result relating to superconductivity. The
customers for these contracts are both commercial customers and various state
and federal government agencies. When government agencies are providing revenue
we do not expect the government to be a significant end user of the resulting
products. Therefore, the Company does not reduce Product research and
development by the funding received.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
The Company records an allowance for doubtful accounts for estimated
receivable losses. Management considers historical collection experience and
reviews aging reports on its outstanding receivable balances on a regular basis
to assess the collectibility of these balances, and adjusts the allowance for
doubtful accounts accordingly. Increases to the allowance are expensed and
included in operating expenses. The allowance and the related receivable are
reduced when the account is deemed uncollectible.
INVENTORY RESERVES
The Company maintains a reserve for inventory that has become damaged
in the manufacturing process or technologically obsolete. If technology advances
more rapidly than expected, manufacturing processes improve substantially or the
market for our products declines substantially, adjustments to reserves may be
required.
GOODWILL AND INTANGIBLE ASSET IMPAIRMENTS
Goodwill and other long-lived assets are reviewed for impairment
whenever events such as significant changes in the business climate, plant
closures, changes in product offerings, or other circumstances indicate that the
carrying amount may not be recoverable. Additionally, the Company performs a
test for goodwill impairment annually during the second quarter of each fiscal
year. The determination of whether these assets are impaired is calculated using
estimated discounted future cash flows of the operations associated with the
related reporting unit and involves significant judgments such as long term
revenue projections, weighted average cost of capital, product cost reductions,
market penetration and sufficient product research and development to keep pace
with market demand. Changes in strategy and/or market conditions may result in
adjustments to recorded asset balances.
WARRANTY RESERVES
The provision for warranty for potential defects with our manufactured
products is based on historical experience for the period the product was under
warranty during the fiscal year. In some cases, when historical warranty
information is not available the Company estimates warranty costs based on
spending related to the cost centers responsible for the warranty repair. The
Company believes these reserves are adequate based on the evaluation criteria,
procedures in place to control the manufacturing process and pre-testing of
newly developed products to ensure their manufacturability prior to commercial
introduction. If product quality declines, the Company may require additional
provisions.
24
RESERVE FOR ENVIRONMENTAL REMEDIATION
The Company maintains a provision for potential environmental
remediation for businesses disposed of during fiscal 2002. (See also Note H in
the notes to the consolidated financial statements included herein.) These
provisions are based upon management's best estimate under the given
circumstances and available information. Our provision did not include any range
of loss. Therefore, we are unable to identify or estimate any additional loss
that is reasonably possible. The Company believes these provisions are adequate.
If unexpected costs related to the environmental issues are incurred additional
provisions will be needed. As of February 26, 2006 the total remaining reserve
for environmental remediation relating to the divestitures of IGC-AS and IGC-APD
was approximately $94,000.
RESULTS OF OPERATIONS
Consolidated revenues increased about $7.9 million or nearly 12%, to
$76.9 million, for the three months ended February 26, 2006, from continuing
operations revenues of $69.0 million for the same period last year. This
increase is primarily due to improved sales volume and product mix at our
manufacturing segments.
For the nine months ended February 26, 2006, consolidated revenues
increased $39.4 million or 21% to $226.0 million from continuing operations
revenues of $186.7 million for the same period last year. This increase was the
result of improved revenues from all of our manufacturing segments partially due
to the inclusion of MRI Devices, now Invivo Diagnostic Imaging or "IDI", for the
entire nine month period versus only seven and a half months of revenue included
during the first nine months of fiscal year 2005.
MRI SEGMENT REVENUES
MRI segment revenues for the three month period ended February 26, 2006
increased $1.9 million or 6.5% to $32.1 million compared to $30.1 million during
the same quarter last year. The increase is driven by improved product mix from
a higher volume of 3.0T and High field open (HFO) magnets partially offset by
reduced contractual selling prices on the 1.5T magnets.
For the nine months ended, MRI segment revenues increased $11.0 million
or 13.1% to $94.7 million compared to $83.7 million for the same period last
year. The increase in revenues is a combination of increased magnet shipments
and improved product mix, partially offset by the reduced contractual selling
prices on the 1.5T magnets.
MEDICAL DEVICES REVENUES
Our Medical Devices segment revenues of $42.7 million for the three
months ended February 26, 2006 increased nearly $7.4 million or 21.0% over the
same quarter last year. Nearly $9.2 million of this increase is related to
improved direct sales of patient monitors and RF coils as a result of our
successful integration of the direct sales force. OEM sales were down $1.8
million reflecting negotiated price reductions on several products.
For the nine months ended February 26, 2006, revenues for the Medical
Devices segment of $123.3 million increased $28.5 million or 30.1% over the same
nine month period last year. Invivo provided about $53.2 million from RF coil
and MRI suite monitor sales to OEM's, an increase of about $9.4 million in
overall OEM demand. Invivo provided about $70.1 million of revenues from direct
sales of patient monitors and RF coils, an increase of $19.1 million over the
same period last year with the continued demand growth for RF-coils and related
products. This increase is partially due to Invivo's global direct sales force
having access to sell MRID RF-coils for nine months in the current year versus
only seven and half months in fiscal year 2005.
ENERGY TECHNOLOGY SEGMENT REVENUES
For the three months ended February 26, 2006, Energy Technology
revenues of $2.1 million decreased $1.4 million or 40.1% from the same quarter
last year. Revenues for the nine month period decreased $129,000 or 1.6% to $8.0
million. These decreases are primarily due to reduced efforts on our fault
current limiter project. In addition, government and third-party billings have
decreased on the cable program. During the second half of fiscal year 2005, the
cable program was at the higher spending phase of construction which allowed for
higher billings as compared to the current year. Partially offsetting these
decreases was an increase in billings on our HTS wire program.
25
GROSS MARGIN
Consolidated gross margin for the three months ended February 26, 2006,
increased $2.8 million to $35.3 million or 45.9% of net revenues compared to
$32.4 million or 47% of net revenues last year. The MRI segment decreased
$693,000. This decrease reflects scheduled price decreases in 1.5T magnet sales
and the increased mix of high field open (HFO) magnet volume at margins burdened
by early phase production. The HFO magnet, given its early stage
commercialization has not yet benefited from production efficiencies or higher
volumes on fixed costs. Medical Devices gross margin increased $3.8 million in
absolute dollars, but decreased as a percent of revenues. The increase in
absolute dollars and decrease as a percentage of revenues is driven by a higher
volume of lower margin products with a mix consisting of direct sales in the
price competitive acute care market. In addition, current quarter OEM sales
reflected negotiated price reductions and prior year margins reflected charges
of $1.8 million that in management's judgment related to acquisition and
integration activities. Energy Technology gross margin decreased $309,000 from
the same quarter last year. The decrease is due to a decrease in "in-kind"
contribution (pure margin) from a project partner on our cable program. This
contribution qualified as a non-reciprocal, non-monetary transfer of assets to
SuperPower. In addition, the reduced efforts status on the fault current limiter
project also contributed to the decrease in gross margin.
For the nine months ended, consolidated gross margin of $101.6 million
or 44.9% of net revenues increased $14.8 million from $86.8 million or 46.5% of
net revenues from continuing operations. MRI segment gross margins increased
$2.3 million but decreased as a percent of revenues. The increase in absolute
dollars corresponds to the increase in revenues. The decrease as a percent of
sales is due to scheduled price decreases in 1.5T magnet sales combined with an
increase in lower margin high field open (HFO) magnet sales. The HFO magnet, in
its early stage commercialization has not yet benefited from production
efficiencies or higher volumes on fixed costs. Medical Devices gross margin
increased $13.2 million in absolute dollars, but decreased as a percent of
revenues. The increase in absolute dollars and decrease as a percentage of
revenues is driven by sales mix between OEM and direct sales and price
competition in patient monitors. In addition, prior year margins reflected
charges of about $2.0 million that in management's judgment related to
acquisition and integration activities. Finally, the contribution from MRID was
only seven and a half months during fiscal year 2005. Energy Technology gross
margin decreased $898,000 from the same period last year. The decrease is due to
a decrease in "in-kind" contribution (pure margin) from a project partner on our
cable program. In addition, the reduced efforts status on the fault current
limiter project also contributed to the decrease in gross margin.
PRODUCT RESEARCH AND DEVELOPMENT
Product research and development for the three months ended February
26, 2006, increased $1.8 million or 29.3% to $8.3 million from the same quarter
last year. This increase is driven by the development of next generation RF
coils and patient monitors as well as other new products in our Medical Devices
segment amounting to about $1.5 million. The remaining increase was due to
spending on various HTS projects in our Energy Technology segment.
For the nine months ended February 26, 2006, product research and
development of $23.2 million increased $5.7 million from the same period last
year. Spending on the development of next generation RF coils and patient
monitors, as well as new products in our Medical Devices segment increased $6.9
million. This increase was partially offset by a $1.2 million net decrease in
spending on various HTS projects in our Energy Technology segment. Research and
development spending in our MRI segment was consistent with the same period last
year.
SELLING, GENERAL AND ADMINISTRATIVE
For the three months ended February 26, 2006, selling, general and
administrative expenses, including stock based compensation, decreased $320,000
to $16.7 million from $17.0 million for continuing operations of the same period
last year. The decrease is a result of the $1.6 million of integration related
charges incurred in the prior year due to the acquisition of MRID and the
integration into our Medical Devices segment with no similar charges in the
current quarter. In addition, selling and marketing expenses were down $1.1
million and bad debt expense decreased about $400,000. In the current quarter, a
$104,000 credit was recognized which reflected the fair value decline in the
Company's Rabbi Trust. An equal and offsetting charge was recognized in interest
income having no impact on net income. Finally, several management positions in
our Medical Devices segment were rationalized over the course of the year with
the full benefit of efficiencies captured in the current quarter as compared to
the prior year period. Partially offsetting these decreases was an increase in
performance based stock compensation of about $3.0 million and severance costs
of about $650,000.
Selling, general and administrative expenses of $48.1 million including
stock based compensation of $9.3 million for the nine months ended February 26,
2006, increased about $1.0 million or 2.1% over the same period last year. This
increase is primarily due to an increase in the non-accelerated performance
based stock compensation of about $5.6 million. This expense is calculated on
forecasted performance. In addition, $775,000 of additional compensation was
recognized from the appreciation on the Company's Rabbi Trust. An equal and
offsetting gain was recognized in interest and other income having no impact on
net income. Finally, severance costs of about $650,000 were recognized in the
current period combined with a full nine month contribution from MRID. Partially
offsetting these increases were the $5.2 million of integration related charges
incurred in the prior year due to the acquisition of MRID and the integration
into our Medical Devices segment. These charges included a $1.9 million charge
for a stock contribution made to a profit sharing plan for original MRID
employees prior to change of control and about $3.3 million of other integration
related charges. There were no similar charges in fiscal year 2006.
26
Effective December 31, 2005, we established a separate rabbi trust
(Trust II) for the purpose of holding all current and future shares of Company
common stock contributed by the plan participants into the Company's Rabbi
Trust. Plan participants are not allowed to diversify contributed assets in
Trust II therefore; fair value fluctuations on the assets in Trust II will no
longer be recognized in income statement. The less volatile but diversified
assets held in Trust I will still require fair value fluctuations to be
recognized in the income statement. (See also footnote D in the notes to the
consolidated financial statements)
AMORTIZATION OF INTANGIBLE ASSETS
Amortization expense of $1.3 million for the three months ended
February 26, 2006 decreased $395,000 from the same quarter last year. The
decrease is due to a full quarter of amortization on the production rights at
our Magnet Business Group in the third quarter of last year. Amortization on
these production rights was completed in June of 2005.
For the nine months ended, amortization expense of $3.9 million
decreased $788,000 from the same period last year. During June 2005, the first
month of fiscal year 2006, the amortization of the production rights at our
Magnet Business Group was completed. Partially offsetting this decrease is
amortization for a full nine months in fiscal year 2006 compared to only seven
and half months in fiscal year 2005 from the intangible assets acquired from
MRID on July 16, 2004.
IMPAIRMENT OF INTANGIBLE ASSETS
During our second fiscal quarter of last year, management, through
re-branding exercises and market analysis, determined that the acquired MRI
Devices trade name with an acquired value of $970,000 will no longer be
utilized. As a result, the company reduced the net book value of the acquired
MRI Devices trade name to zero resulting in an impairment charge of $913,000.
OPERATING INCOME
During the three and nine months ended February 26, 2006 operating
income increased $1.7 million to $9.0 million and $9.8 million to $26.3 million
over the same periods last year, respectively. These increases are due to
improved revenues and margins, lower amortization expense, and the effect of
non-recurring acquisition, integration and impairment charges incurred in the
prior year. In addition, the nine month period last year only included seven and
half months of operations from our acquisition of MRID. These increases to
operating income were partially offset by spending increases in product research
and development spending and the effect of non-cash stock based compensation
expense.
INTEREST AND OTHER
Interest and other income increased $163,000 and $938,000 for the three
and nine months ended February 26, 2006, respectively. The increase in the
current quarter is primarily due to higher invested cash balances partially
offset by a decrease in earnings from the Company's Rabbi Trust of $104,000. An
equal and offsetting credit to compensation was recognized in operating
expenses.
The increase for the nine month period is driven by the increase in
earnings of $775,000 on the assets held in a rabbi trust for the Company's
income tax deferred compensation plan (the "Plan"). An equal and offsetting
compensation charge was recorded as an operating expense in accordance with
Emerging Issues Task Force (EITF) No. 97-14. In addition, higher invested cash
balances during the current nine month period also contributed to the increase.
Effective December 31, 2005, we established a separate rabbi trust (Trust II)
for the purpose of holding all current and future shares of Company common stock
contributed by the Plan participants. Plan participants are not allowed to
diversify contributed assets in Trust II therefore; fair value fluctuations on
the assets in Trust II will no longer be recognized in the income statement. The
less volatile but diversified assets held in Trust I will still require fair
value fluctuations to continue to be recognized in the income statement.
During the nine months ended February 26, 2006, the Company received
$600,000 resulting from a favorable patent litigation settlement.
Interest and other expense of $842,000 and $2.4 million for the three
and nine months ended February 26, 2006, respectively decreased $267,000 and
$805,000 from the corresponding three and nine month periods last year. This
decrease is largely driven by lower average borrowings outstanding under our
credit facility combined with favorable pricing. Our interest rate swaps have
effectively hedged the impact on our variable rate debt in the current period of
higher interest rates.
27
During the second quarter of fiscal year 2006, $648,000 of other income
was recognized from a $451,000 reduction in the provision for potential
environmental remediation and $197,000 from a reduction in the provision for
patent indemnity relating to the sale of IGC- APD Cryogenics, Inc. ("IGC-APD")
during fiscal year 2002. (See also Footnote H in the Notes to the Consolidated
Financial Statements included herein).
During the first quarter of last year, $1.1 million of other income was
recognized resulting from a reduction in the provision for potential
environmental remediation relating to the sale of IGC-Advanced Superconductors
("IGC-AS") during fiscal year 2002.
PROVISION FOR INCOME TAXES
Our effective tax rate of 34.3% for the three and nine months ended
February 26, 2006, increased from 23.4% and 28.5% from continuing operations for
the same three and nine month periods last year. The increase in our rate is due
to prior year reversals of certain tax accruals amounting to $530,000 and
$810,000 for the three and nine month periods, respectively. These reversals
were based upon management's review of certain discreet events and the resulting
impact to historical tax requirements. Partially offsetting this increase are
the benefits from New York State Empire Development Zone credits and the
Qualified Production Activity deductions of the American Jobs Creation Act which
became effective during the first quarter of this year. We continue to review
optimal tax strategies to minimize our effective tax rate.
DISCONTINUED OPERATIONS
As a result of the sale of our wholly owned subsidiary, IGC-Polycold
Systems, Inc., effective February 15, 2005, and in accordance with SFAS No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets", we have
classified the income from operations for the three and nine months ended
February 27, 2005 as discontinued operations. Polycold's revenues and net
operating profit included in discontinued operations is as follows:
(In thousands) Three Months Ended Nine Months Ended
February 27, 2005 February 27, 2005
------------------ -----------------
Net revenues to external customers $ 6,149 $ 23,354
Net operating income 1,761 7,359
Effective with the sale of Polycold and also included in discontinued
operations for both the three and nine month periods ended February 27, 2005,
was the $33.4 million gain on sale which is calculated as follows:
(In thousands)
Cash proceeds received $ 49,714
Less:
Polycold net assets sold 15,343
Costs directly related to the sale 996
--------
Pre-tax gain on sale $ 33,375
========
LIQUIDITY AND CAPITAL COMMITMENTS
OPERATING ACTIVITIES
For the nine months ended February 26, 2006, we used about $4.1 million
in cash from operating activities compared to $24.7 million provided in the same
period last year. The decrease in cash from operating activities is primarily
due to increases in inventory as our MRI segment prepares for increased
production of 3.0T and HFO magnets which have higher unit costs and longer cycle
times and our Medical Devices segment increases the timing of its customer order
fulfillment on higher margin, short cycle products. In addition, increases in
accounts receivable and decreases in accounts payable and accrued expenses were
partially offset by an increase in earnings adjusted for non-cash items.
28
INVESTING ACTIVITIES
For the nine months ended February 26, 2006, investing activities
consisted primarily of $8.6 million for purchases of property and equipment. The
$1.7 million of cash generated during the nine months ended February 27, 2005,
is primarily due to the $48.7 million, net of transaction costs and taxes
received from the sale of Polycold, nearly offset by the cash used to acquire
MRID of $39 million, purchases of property and equipment of $7.1 million and
$888,000 for other investing activity requirements.
FINANCING ACTIVITIES
The $25.7 million provided through financing activities for the nine
months ended February 26, 2006, consisted of proceeds from our amended and
restated revolving credit facility of $55.0 million, combined with the $10.0
million of borrowings under our revolving facility prior to the amendment. The
$55.0 million borrowed was used to retire the $14.0 million borrowed under our
revolver prior to the amendment as well as the $19.4 million outstanding under
our term loan. In addition there were about $5.2 million of scheduled payments
on our long term debt which included the final payment on our Latham, New York
mortgage of $3.9 million. Proceeds of $2.4 million were received from exercises
of stock options and $3.5 million of treasury shares were repurchased primarily
through the open market under the Board approved stock repurchase program during
the second fiscal quarter. There were no additional shares of treasury stock
purchased under the stock repurchase program during the current quarter.
During the same period last year, cash used from financing activities
was about $35.2 million. The proceeds received in the prior year from the sale
of Polycold combined with available operating cash were used to pay down nearly
$60 million of our credit facility increasing our total debt repayments to $80.2
million last year. These payments were offset by the $45 million of proceeds
received from long-term borrowings used to partially finance the acquisition of
MRID in that year. The remaining financing activities reflects the cash received
from the exercise of stock options of $1 million and payments received from
employees under the executive stock purchase plan of $879,000 partially offset
by the purchase of treasury shares of $1.7 million and $155,000 for payments
made to amend our credit facility that year.
See the consolidated statement of cash flows, located elsewhere in this
report for further details on sources and uses of cash.
CAPITAL COMMITMENTS
Our capital and resource commitments as of February 26, 2006, consisted
of approximately $2.3 million of machinery, equipment and tooling used to
improve production processes and in research and development. Additionally, some
of the capital commitment is for computers and computer equipment to improve
engineering efficiency and to update other supporting functions. Individually,
none of these commitments are considered significant.
ADEQUATE RESOURCES
We believe we have adequate resources to meet our needs for the
short-term from our existing cash balances, our expected cash generation in the
current fiscal year, and our available unsecured revolving credit facility.
Longer-term, in order to subsidize substantial increases in sales volume, large
research and development or capital expenditure requirements, or increases in
production capacity, we may need to raise additional funds. We would expect to
be able to do so through additional lines of credit, public offerings or private
placements.
On February 21, 2006, we filed an automatic shelf registration on Form
S-3 with the Securities and Exchange Commission that went effective immediately.
This enables us to offer preferred stock, additional common stock, and senior
and subordinated debt and warrants as well as units and purchase contracts that
may include one or more of these securities.
However, in the event funds were not available from these sources, or
on acceptable terms, we would expect to manage our growth within the acceptable
financing available including internally generated cash.
Inflation has not had a material impact on our financial statements.
29
RISK FACTORS
You should carefully consider the risks described below before making
an investment decision with respect to Intermagnetics' common stock. Additional
risks not presently known to us, or that we currently deem immaterial, may also
impair our business. Any of these could have a material and negative effect on
our business, financial condition or results of operations. In addition to the
risk factors included elsewhere in this report:
THE COMPANY IS SUBJECT TO RISK ASSOCIATED WITH ACQUISITIONS.
The Company acquired Invivo Corporation effective January 27, 2004, MRI
Devices Corporation (MRID) effective July 16, 2004, and may make additional
acquisitions in the future. Acquisitions involve numerous risks, including
difficulties in the integration of the operations, services, technologies,
products and personnel of the acquired companies, diversion of management's
attention from other business concerns, overvaluation of the acquired companies,
potential loss of key employees and customers of the acquired companies and lack
of acceptance by the marketplace of the acquired companies' products or
services. Future acquisitions may also result in dilution to existing
stockholders, the use of a substantial portion of the Company's cash, the
incurrence of debt, large one-time write-offs and the creation of goodwill or
other intangible assets that could result in significant impairment charges or
amortization expense. Moreover, the Company may face exposure to litigation and
other unanticipated contingent liabilities of the acquired companies. Any of
these problems or factors with respect to the acquisition of Invivo and MRID or
any other acquisition completed by the Company could result in a material
adverse effect to the Company's business, financial condition and results of
operations.
THE COMPANY MAY ON OCCASION BE SUBJECT TO SIGNIFICANT LITIGATION.
The Company does business in the critical healthcare setting, and may
from time to time be subject to significant litigation arising from actual or
alleged injuries to patients. Litigation is by its nature costly and may divert
management's attention, either of which could adversely affect the Company's
operating results. In addition, if any current or future litigation is
determined adversely, the Company's operating results and financial condition
could be adversely affected.
THE COMPANY IS SUBJECT TO RISK OF NEW LAWS RELATED TO HEALTH CARE.
The Company's customer base includes original equipment manufacturers
of medical diagnostic equipment, imaging centers, hospitals and other healthcare
providers. Changes in the law or new interpretations of existing laws,
including, but not limited to the Medicare Modernization Act and the Deficit
Reduction Act, may have a significant effect on the Company's costs of doing
business and the amount of reimbursement the Company and its customers receive
from both government and third-party payers. In addition, economic forces,
regulatory influences and political initiatives are subjecting the health care
industry to fundamental changes. Federal, state and local government
representatives are likely to continue to review and assess alternative health
care delivery systems and payment methods. The Company expects ongoing public
debate on these issues. Any of these efforts or reforms could have a material
adverse affect on the Company's business and results of operations.
A SIGNIFICANT PORTION OF OUR REVENUE CURRENTLY COMES FROM A SMALL NUMBER OF
CUSTOMERS, AND ANY DECREASE IN REVENUE FROM THESE CUSTOMERS COULD HARM OUR
OPERATING RESULTS.
We depend on a small number of customers for a large portion of our
business, and changes in our customers' orders may have a significant impact on
our operating results. If a major customer significantly reduces the amount of
business it does with us, there would be an adverse impact on our operating
results. Although we have broadened our customer base over the past two fiscal
years, we will continue to depend on sales to a relatively small number of major
customers. Because it often takes significant time to replace lost business, it
is likely that our operating results would be adversely affected if one or more
of our major customers were to cancel, delay or reduce significant orders in the
future. In addition, we generate significant accounts receivable in connection
with the products we sell to our major customers. Although our major customers
are large corporations, if one or more of our customers were to become insolvent
or otherwise be unable to pay for our products, our operating results and
financial condition could be adversely affected.
30
COMPETITION FROM EXISTING OR NEW COMPANIES COULD CAUSE US TO EXPERIENCE DOWNWARD
PRESSURE ON PRICES, FEWER CUSTOMER ORDERS, REDUCED MARGINS, THE INABILITY TO
TAKE ADVANTAGE OF NEW BUSINESS OPPORTUNITIES AND THE LOSS OF MARKET SHARE.
Our MRI and Medical Device segments operate in a highly competitive
industry. We are subject to competition based upon product design, performance,
pricing, quality and service. While we try to maintain competitive pricing on
those products that are directly comparable to products manufactured by others,
in many instances our products will conform to more exacting specifications and
carry a higher price than analogous products manufactured by others.
Our competitors include divisions of much larger, more diversified
organizations as well as a number of specialized companies. Some of them have
greater resources and larger staffs than we have. Many of our OEM customers and
potential OEM customers have the capacity to design and manufacture internally
the products we manufacture for them. We face competition from research and
product development groups and the manufacturing operations of our current and
potential customers, who continually evaluate the benefits of internal research
and product development and manufacturing versus outsourcing.
WE DEPEND ON OUR SUPPLIERS, SOME OF WHICH ARE THE SOLE SOURCE FOR OUR
COMPONENTS, AND OUR PRODUCTION WOULD BE SUBSTANTIALLY CURTAILED IF THESE
SUPPLIERS ARE NOT ABLE TO MEET OUR DEMANDS AND ALTERNATIVE SOURCES ARE NOT
AVAILABLE.
We order raw materials and components denominated in U.S. Dollars to
complete our customers' orders, and some of these raw materials and components
are ordered from sole-source suppliers. Although we work with our customers and
suppliers to minimize the impact of shortages in raw materials and components,
we sometimes experience short-term adverse effects due to price fluctuations and
delayed shipments. If a significant shortage of raw materials or components were
to occur, we might have to delay shipments or pay premium pricing, which could
adversely affect our operating results. In some cases, supply shortages of
particular components will substantially curtail production of products using
these components. We are not always able to pass on price increases to our
customers. Accordingly, some raw material and component price increases could
adversely affect our operating results.
UNCERTAINTIES AND ADVERSE TRENDS AFFECTING THE MEDICAL DEVICE INDUSTRY,
INCLUDING THE MARKETS OF ANY OF OUR MAJOR CUSTOMERS MAY ADVERSELY AFFECT OUR
OPERATING RESULTS.
Our business depends primarily on the MRI market, which is subject to
rapid technological change and pricing and margin pressure. In addition, changes
in government policy relating to reimbursement for the purchase and use of
medical capital equipment could also affect our sales.
OUR DELAY OR INABILITY TO OBTAIN ANY NECESSARY UNITED STATES OR FOREIGN
REGULATORY CLEARANCES OR APPROVALS FOR OUR NEW PRODUCTS COULD HAVE A MATERIAL
ADVERSE EFFECT ON OUR BUSINESS.
Our products in the Medical Device segment are subject to a high level
of regulatory oversight. A delay or inability to obtain any necessary United
States or foreign regulatory clearances or approvals for our new products could
have a material adverse effect on our business. The process of obtaining
clearances and approvals can be costly and time-consuming. There is a further
risk that any approvals or clearances, once obtained, may be withdrawn or
modified. Medical devices cannot be marketed in the United States without
clearance or approval by the FDA. Medical devices sold in the United States must
also be manufactured in compliance with FDA rules and regulations, which
regulate the design, manufacture, packing, storage and installation of medical
devices. Moreover, medical devices are required to comply with FDA regulations
relating to investigational research and labeling. States may also regulate the
manufacture, sale and use of medical devices. Medical device products are also
subject to approval and regulation by foreign regulatory and safety agencies.
LOSS OF ANY OF OUR KEY PERSONNEL COULD HURT OUR BUSINESS BECAUSE OF THEIR
INDUSTRY EXPERIENCE AND THEIR TECHNOLOGICAL EXPERTISE.
We operate in a highly competitive industry and depend on the services
of our key senior executives and our technological experts. The loss of the
services of one or several of our key employees or an inability to attract,
train and retain qualified and skilled employees, specifically engineering and
operations personnel, could result in the loss of customers or otherwise inhibit
our ability to operate and grow our business successfully.
OUR SUCCESS DEPENDS ON NEW PRODUCT DEVELOPMENT.
We have continuing development programs designed to develop new
products and to enhance and improve our products. We are expending significant
resources on the development of new products in all of our segments. The
successful development of our products and product enhancements are subject to
numerous risks, both known and unknown, including:
o Unanticipated delays;
o access to capital;
31
o budget overruns;
o technical problems; and
o other difficulties that could result in the abandonment or substantial
change in the design, development and commercialization of these new
products, including, for example, changes requested by the FDA in connection
with pre-market approval applications for our medical device products or
lack of government funding for our HTS initiatives.
Given the uncertainties inherent with product development and
introduction, we cannot assure that any of our product development efforts will
be successful on a timely basis or within budget, if at all. Our failure to
develop new products and product enhancements on a timely basis or within budget
could harm our business and prospects.
OUR BUSINESS COULD BE HARMED IF OUR PRODUCTS CONTAIN UNDETECTED ERRORS OR
DEFECTS OR DO NOT MEET CUSTOMER SPECIFICATIONS.
We are continuously developing new products and improving our existing
products. Newly introduced products can contain undetected errors or defects. In
addition, these products may not meet their performance specifications under all
conditions or for all applications. If, despite our internal testing and testing
by our customers, any of our products contains errors or defects or any of our
products fails to meet customer specifications, then we may be required to
enhance or improve those products or technologies. We may not be able to do so
on a timely basis, if at all, and may only be able to do so at considerable
expense. In addition, any significant reliability problems could result in
adverse customer reaction, negative publicity or legal claims and could harm our
business and prospects.
THERE ARE A NUMBER OF TECHNOLOGICAL CHALLENGES THAT MUST BE SUCCESSFULLY
ADDRESSED BEFORE OUR HTS PRODUCTS CAN GAIN WIDESPREAD COMMERCIAL ACCEPTANCE.
Our HTS products are in the early stages of commercialization or
development and we must successfully address a number of technological
challenges to complete our development and commercialization efforts. We will
also need to improve the performance and/or reduce the cost of our HTS wire to
expand the number of commercial applications for it. We may be unable to meet
such technological challenges. Delays in development, as a result of
technological challenges or other factors, may result in the termination of
certain HTS product development efforts or delays in the introduction or
commercial acceptance of our products.
A WIDESPREAD COMMERCIAL MARKET FOR OUR HTS PRODUCTS MAY NOT DEVELOP.
To date, there has been no widespread commercial use of HTS products.
It is possible that the market demands we currently anticipate for our HTS
products will not develop even if technological hurdles are overcome and that
HTS products will never achieve widespread commercial acceptance.
MANY OF OUR HTS PROJECTS ARE DEPENDENT UPON GOVERNMENT FUNDING, SUBCONTRACTORS
AND OTHER BUSINESS PARTNERS.
We partner with other companies, including cable manufacturers and
suppliers of cryogenic systems on many of our HTS projects, such as our HTS
cable installation program. Accordingly, most of our current and planned
revenue-generating projects involve business partners on whose performance our
revenue and technical success is dependent. If these business partners fail to
deliver their products or perform their obligations on a timely basis, our
revenue from these projects may be delayed or decreased and our technical
success may be jeopardized. A significant source of revenue for our HTS projects
is the U.S. government (e.g., the Department of Energy) and this funding is
subject to annual appropriations. If the amount committed to each project is not
appropriated annually, then our revenue for HTS projects may be substantially
impacted.
32
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's exposure to market risk through foreign currency
exchange, derivative financial instruments and other financial instruments, such
as investments in short-term cash equivalents and long-term debt, is not
material. The Company has minimal exposure to foreign currency exchange risk
with respect to sales as the Company's sales are primarily denominated in U.S.
Dollars. The Company does not currently hedge against foreign currency rate
fluctuations and an immediate 10% change in exchange rates would not have a
material impact on the Company's future operating results or cash flows.
The financial instruments of the Company that are interest rate
dependent are an unsecured $200 million revolving credit facility and a variable
rate mortgage payable of about $1.2 million. With respect to its unsecured
credit facility the Company may elect to apply interest rates to borrowings
under (x) the higher of Wachovia's prime commercial lending rate or the federal
funds rate plus applicable margins or (y) the applicable London Interbank
Offered Rate ("LIBOR") plus applicable margins, whichever is more favorable. In
addition, the Company has entered into two "interest rate swap" agreements to
effectively hedge the total amount currently outstanding under our $200 million
revolving credit facility. The first agreement, in effect, fixes the rate on
$17.5 million of our long-term debt at 2.95% plus applicable margins and the
second agreement in effect, fixes the rate on $37.5 million of our long-term
debt at about 4.27%. See also Note G to the Company's consolidated financial
statements.
The Company's objective in managing its exposure to changes in interest
rates is to limit the impact of changing rates on earnings and cash flow and to
lower its borrowing costs. With regards to invested cash the Company invests
only in high quality, low risk securities backed by the full faith of the United
States Government. The maximum duration of these securities are an average
weighted duration of 90 days or less.
Additionally, the Company makes certain estimates about inventory
value, collectibility of accounts receivable, warranty expense and market
acceptance of new product under development. We use factors such as probability
of use, ability of a customer to pay, historical experience of product repair
and customer need and or acceptance of new products in making the associated
estimates. These estimates are believed to be reasonable and based on
information available at the time the estimate is made.
ITEM 4: CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures
Our Chief Executive Officer and our Chief Financial Officer, after
evaluating the effectiveness of the Company's "disclosure controls and
procedures" (as defined in the Securities Exchange Act of 1934 (Exchange Act)
Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this
quarterly report, have concluded that our disclosure controls and procedures are
effective based on their evaluation of these controls and procedures required by
paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.
(b) Changes in internal controls over financial reporting
There have not been any changes in our internal controls over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter to which this report relates that have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.
33
PART II: OTHER INFORMATION
ITEM 2: Purchases of Equity Securities by the Issuer and Affiliated Purchases
MAXIMUM NUMBER
TOTAL NUMBER OF OF SHARES THAT MAY
TOTAL NUMBER AVERAGE SHARES PURCHASED AS YET BE PURCHASED
OF SHARES PRICE PAID PART OF OUR SHARE UNDER OUR SHARE
PERIOD (A) PURCHASED PER SHARE REPURCHASE PROGRAM REPURCHASE PROGRAM
- -------------------------------------------------------------------------------------------------
FISCAL YEAR
2006
October 176,550 $ 18.86 176,550
------- -------
Total 176,550 176,550 3,573,450
======= ======= =========
(a) Information is presented on a fiscal calendar basis, consistent with our
quarterly financial reporting. The Company did not repurchase any additional
shares of its common stock during the three months ended February 26, 2006.
ITEM 6: Exhibits
Exhibits
10.1 Revised Appendix A to Restricted Stock Unit Agreement
between Glenn H. Epstein and Intermagnetics General
Corporation dated March 14, 2005.
10.2 Revised Appendix A to Restricted Stock Unit Agreement
between Michael K. Burke and Intermagnetics General
Corporation dated March 14, 2005.
10.3 Revised Appendix A to Restricted Stock Unit Agreement
between Thomas J. O'Brien and Intermagnetics General
Corporation dated March 14, 2005.
10.4 Revised Appendix A to Restricted Stock Unit Agreement
between Leo Blecher and Intermagnetics General Corporation
dated April 13, 2005.
10.5(1) Restricted Stock Unit Agreement between Glenn H. Epstein
and Intermagnetics General Corporation dated March 14, 2005.
10.6(1) Restricted Stock Unit Agreement between Michael K. Burke
and Intermagnetics General Corporation dated March 14, 2005.
10.7(1) Restricted Stock Unit Agreement between Thomas J. O'Brien
and Intermagnetics General Corporation dated March 14, 2005.
10.8(2) Restricted Stock Unit Agreement between Leo Blecher and
Intermagnetics General Corporation dated April 13, 2005.
10.9 2000 Stock Option and Stock Award Plan, as amended and
restated as of February 21, 2006.
10.10 Revised Appendix A to Restricted Stock Unit Agreement
between Glenn H. Epstein and Intermagnetics General
Corporation dated December 16, 2002.
10.11 Revised Appendix A to Restricted Stock Unit Agreement
between Leo Blecher and Intermagnetics General Corporation
dated February 12, 2003.
10.12 Revised Appendix A to Restricted Stock Unit Agreement
between Michael K. Burke and Intermagnetics General
Corporation dated February 12, 2003.
10.13 Revised Appendix A to Restricted Stock Unit Agreement
between Philip J. Pelligrino and Intermagnetics General
Corporation dated February 12, 2003.
10.14 Revised Appendix A to Restricted Stock Unit Agreement
between Thomas J. O'Brien and Intermagnetics General
Corporation dated August 4, 2003
10.15(3) Restricted Stock Unit Agreement between Intermagnetics
General Corporation and Glenn H. Epstein dated December 16,
2002
10.16(4) Restricted Stock Unit Agreement between Intermagnetics
General Corporation and Leo Blecher dated February 12, 2003
10.17(4) Restricted Stock Unit Agreement between Intermagnetics
General Corporation and Michael K. Burke dated February 12,
2003
10.18(4) Restricted Stock Unit Agreement between Intermagnetics
General Corporation and Philip J. Pellegrino dated February
12, 2003
10.19(5) Restricted Stock Unit Agreement between Thomas J. O'Brien
and Intermagnetics General Corporation dated August 4, 2003
34
Certifications of Chief Executive Officer and Chief Financial Officer
31.1 Rule 13a-14(a)/15d-14(a) Certification (Chief Executive
Officer)
31.2 Rule 13a-14(a)/15d-14(a) Certification (Chief Financial
Officer)
32.1 Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as added by Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as added by Section 906 of the
Sarbanes-Oxley Act of 2002.
(1) Incorporated herein by reference to Form 8-K filed with the Securities and
Exchange Commission on March 16, 2005.
(2) Incorporated herein by reference to Form 8-K filed with the Securities and
Exchange Commission on April 19, 2005.
(3) Incorporated herein by reference to the Quarterly Report on Form 10-Q filed
by the Company for the quarter ended February 23, 2003.
(4) Incorporated herein by reference to the Annual Report on Form 10-K filed by
the Company for the fiscal year ended May 25, 2003.
(5) Incorporated herein by reference to the Annual Report on Form 10-K filed by
the Company for the fiscal year ended May 30, 2004.
35
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 7, 2006 By: /s/Glenn H. Epstein
------------------------------------
Glenn H. Epstein
Chairman and Chief Executive Officer
Dated: April 7, 2006 By: /s/Michael K. Burke
------------------------------------
Michael K. Burke
Executive Vice President and Chief Financial
Officer
36
EXHIBIT INDEX
- --------------------------------------------------------------------------------
EXHIBIT NO. DESCRIPTION
- ----------- -----------
- --------------------------------------------------------------------------------
10.1 Revised Appendix A to Restricted Stock Unit Agreement between
Glenn H. Epstein and Intermagnetics General Corporation dated
March 14, 2005.
- --------------------------------------------------------------------------------
10.2 Revised Appendix A to Restricted Stock Unit Agreement between
Michael K. Burke and Intermagnetics General Corporation dated
March 14, 2005.
- --------------------------------------------------------------------------------
10.3 Revised Appendix A to Restricted Stock Unit Agreement between
Thomas J. O'Brien and Intermagnetics General Corporation dated
March 14, 2005.
- --------------------------------------------------------------------------------
10.4 Revised Appendix A to Restricted Stock Unit Agreement between
Leo Blecher and Intermagnetics General Corporation dated April
13, 2005.
- --------------------------------------------------------------------------------
10.9 2000 Stock Option and Stock Award Plan, as amended and
restated as of February 21, 2006.
- --------------------------------------------------------------------------------
10.10 Revised Appendix A to Restricted Stock Unit Agreement between
Glenn H. Epstein and Intermagnetics General Corporation dated
December 16, 2002.
- --------------------------------------------------------------------------------
10.11 Revised Appendix A to Restricted Stock Unit Agreement between
Leo Blecher and Intermagnetics General Corporation dated
February 12, 2003.
- --------------------------------------------------------------------------------
10.12 Revised Appendix A to Restricted Stock Unit Agreement between
Michael K. Burke and Intermagnetics General Corporation dated
February 12, 2003.
- --------------------------------------------------------------------------------
10.13 Revised Appendix A to Restricted Stock Unit Agreement between
Philip J. Pelligrino and Intermagnetics General Corporation
dated February 12, 2003.
- --------------------------------------------------------------------------------
10.14 Revised Appendix A to Restricted Stock Unit Agreement between
Thomas J. O'Brien and Intermagnetics General Corporation dated
August 4, 2003.
- --------------------------------------------------------------------------------
31.1 Rule 13a-14(a)/15d-14(a) Certification (Chief Executive
Officer)
- --------------------------------------------------------------------------------
31.2 Rule 13a-14(a)/15d-14(a) Certification (Chief Financial
Officer)
- --------------------------------------------------------------------------------
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as added by Section 906 of the Sarbanes-Oxley
Act of 2002.
- --------------------------------------------------------------------------------
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as added by Section 906 of the Sarbanes-Oxley
Act of 2002.
- --------------------------------------------------------------------------------