Report of Independent Auditors
To the Participants and Administrator of
IGC 401(k) Retirement Savings Plan
In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of IGC 401(k) Retirement Savings Plan (the “Plan”) at May 31, 2003 and 2002, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held at May 31, 2003 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers, LLP.
October 8, 2003
Statements of Net Assets Available for Benefits
May 31, 2003 and 2002
|
|
|
2003 |
|
|
2002 |
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
Investments,
at fair value |
|
$ |
22,358,142 |
|
$ |
22,636,059 |
|
Employee
contributions receivable |
|
|
60,535 |
|
|
|
|
Employer
contributions receivable |
|
|
459,123 |
|
|
591,526 |
|
|
|
|
|
|
|
|
|
Net
assets available for benefits |
|
$ |
22,877,800 |
|
$ |
23,227,585 |
|
|
|
|
|
|
|
|
|
* The accompanying notes are an integral part of
the financial statements.
Statements of Net Assets Available for Benefits
May 31, 2003 and 2002
|
|
|
2003 |
|
|
2002 |
|
|
|
|
|
|
|
|
|
Investment
income |
|
|
|
|
|
|
|
Net
depreciation in fair value of investments |
|
$ |
(1,825,401 |
) |
$ |
(4,450,108 |
) |
Interest
and dividends |
|
|
343,195 |
|
|
554,317 |
|
|
|
|
|
|
|
|
|
Total
investment income |
|
|
(1,482,206 |
) |
|
(3,895,791 |
) |
|
|
|
|
|
|
|
|
Contributions |
|
|
|
|
|
|
|
Participants |
|
|
2,068,614 |
|
|
2,885,527 |
|
Employer |
|
|
994,957 |
|
|
1,158,080 |
|
Transfers
from other plans |
|
|
|
|
|
1,978,857 |
|
|
|
|
|
|
|
|
|
Total
contributions |
|
|
3,063,571 |
|
|
6,022,464 |
|
|
|
|
|
|
|
|
|
|
|
|
1,581,365 |
|
|
2,126,673 |
|
|
|
|
|
|
|
|
|
Deductions
from net assets attributed to |
|
|
|
|
|
|
|
Withdrawals
and benefits paid to participants |
|
|
1,931,150 |
|
|
2,970,952 |
|
Transfers
to other plans |
|
|
|
|
|
5,250,996 |
|
|
|
|
|
|
|
|
|
Total
deductions |
|
|
1,931,150 |
|
|
8,221,948 |
|
|
|
|
|
|
|
|
|
Net decrease |
|
|
(349,785 |
) |
|
(6,095,275 |
) |
Net assets
available for benefits |
|
|
|
|
|
|
|
Beginning
of year |
|
|
23,227,585 |
|
|
29,322,860 |
|
|
|
|
|
|
|
|
|
End
of year |
|
$ |
22,877,800 |
|
$ |
23,227,585 |
|
|
|
|
|
|
|
|
|
* The accompanying notes are an integral part of
the financial statements.
Notes to Financial Statements
May 31, 2003 and 2002
1. |
|
Description of the Plan
|
|
|
|
|
|
The following brief description of IGC 401(k) Retirement Savings
Plan (the Plan) provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plans provisions. |
|
|
The Plan is a defined contribution employee savings plan covering
substantially all employees of Intermagnetics General Corporation (the “Company”).
The Plan became effective on February 1, 1985, and was restated as of June 1, 1997. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). |
|
|
An employee must complete 30 days of service from the date of
employment, and have attained the age of 18 to be eligible to participate in the Plan. Employees
can join the Plan on the first Monday of the month following the 30 days of employment. |
|
|
Employees who elect to participate in the Plan may contribute on a
pretax basis up to 15% of their annual compensation, not to exceed certain Internal Revenue Code
limitations. Participants may also contribute amounts representing distributions from other qualified
defined benefit or defined contributions plans. Participants direct the investments of their
contributions into various options offered by the Plan. Included in participant contributions are
rollovers from other benefit plans. The Company currently offers sixteen mutual funds, one common
collective trust fund and company stock as investment options for participants. Employer contributions
to the Plan are made equal to 50% of participant contributions, up to 5% of their gross compensation,
which includes a participant’s base compensation, overtime, fees, bonuses and commissions. The
Company has met its minimum funding requirement for the year ended May 31, 2003. Company contributions
are allocated to investment options on the same basis as those chosen for participant contributions.
Additional non-elective and/or profit-sharing contributions are at the discretion of the Company. The
Company also contributes a supplemental frozen pension contribution for certain employees who were
employed before or on November 30, 1997 and were a participant in the Intermagnetics General
Corporation Pension Plan. |
|
|
Participants’ accounts are credited with the participants’
contributions and allocations of (a) the Company’s contribution and, (b) Plan earnings, and
charged with an allocation of administrative expenses. Allocations are based on participant account
balances in the respective funds elected. |
|
|
All participants immediately vest in their contributions while employer
matching contributions vest after one year of service, plus accumulated earnings thereon. A
participant vests in non-elective and/or profit-sharing contributions, if any, based upon years of
service and is 100% vested after five years of continuous service, death or disability, or upon
attainment of age 65. |
|
|
Forfeitures, if any, from accounts of non-vested terminated participants
are allocated to pay administrative expenses or to reduce future employer contributions. Forfeitures
used to reduce employer contributions for the year ended May 31, 2003 totaled $142,535. |
|
|
Participants may borrow from their accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50% of their vested account balances. Loans are collateralized
by the balance in the participant’s account. Loan terms may not exceed five years, unless for
the purchase of a primary residence. The loans bear interest at a rate of prime plus 1% at the time
the loan is made, as determined by the plan administrator. |
|
|
On termination of service due to death, disability or retirement, a
participant becomes 100% vested and may elect to receive payment in the form of a lump-sum or defer
payment until the later of death, disability, retirement or attainment of age 70-1/2. If a
participant’s account does not exceed $3,500 for participants joining the Plan before August 5,
1997 or $5,000 for participants joining the Plan thereafter, a lump-sum payment will be made. |
|
|
|
|
|
A participant may also elect benefits to be paid under the qualifying
financial hardship provisions of the Plan. |
2. |
|
Summary of Significant Accounting Policies |
|
|
|
|
|
Basis of Presentation
|
|
|
The accompanying financial statements have been prepared on the accrual
basis of accounting. |
|
|
Investments are stated at fair value. The fair value of investments in
mutual funds are based on quoted market values on the last business day of the Plan year. Investments
in common collective trusts are valued at the fair value of the underlying investments. Intermagnetics
General Corporation common stock (“IGC Stock Fund”) owned by the Plan is carried at market
value based on the latest quoted market prices on the last business day of the plan year. Participant
loans are valued at cost, which approximates fair value. |
|
|
|
|
|
Security transactions are recorded on a trade-date basis. Gain or loss
on sales of the Company’s common stock is determined using the first-in, first-out (FIFO)
method, and for mutual funds and common collective trusts, based on the average cost for investments
in the respective funds. |
|
|
The Plan’s administrative expenses are paid by the Company for
the years ended May 31, 2003 and 2002. |
|
|
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and changes therein, and
disclosure of contingent assets and liabilities. Actual results could differ from those estimates. |
|
|
Benefits are recorded when paid.
|
|
|
The Plan provides for various investment options in any combination of
stock common collective trust funds and mutual funds. Investment securities are exposed to various
risks, such as interest rate, market and credit. Due to the high level of risk associated with
certain investment securities and the level of uncertainty related to changes in the value of
investment securities, it is at least reasonably possible that changes in risk in the near term would
materially affect participants’ account balances and the amounts reported in the statements of
net assets available for benefits and the statement of changes in net assets available for benefits. |
|
|
|
3. |
|
Investments |
|
|
|
|
|
A summary of plan investments as of May 31 and the related net
(depreciation) appreciation in fair value for the years then ended follows: |
|
|
2003 |
|
|
|
|
|
|
|
|
Net Appreciation
(Depreciation)
in Fair Value
During Year |
|
|
Fair
Value |
|
Investment in mutual funds: |
|
|
|
|
|
|
|
Putnam
Small Cap Value Fund |
|
$ |
(94,803 |
) |
$ |
643,583 |
|
Ariel
Appreciation Fund |
|
|
(56,370 |
) |
|
810,939 |
|
Pimco
Total Return Fund |
|
|
29,572 |
|
|
1,061,999 |
* |
Van
Kampen Emerging Growth |
|
|
(27,399 |
) |
|
666,466 |
|
Putnam
Vista Fund |
|
|
(71,675 |
) |
|
538,891 |
|
Putnam
Growth Opportunities Fund |
|
|
(576,035 |
) |
|
4,055,560 |
* |
Putnam
Research Fund |
|
|
(179,119 |
) |
|
1,354,098 |
* |
Putnam
Asset Allocation Growth Portfolio |
|
|
(367,441 |
) |
|
2,879,918 |
|
Putnam
Asset Allocation Balanced Portfolio |
|
|
(122,255 |
) |
|
1,526,937 |
* |
Putnam
Asset Allocation Conservative Portfolio
|
|
|
(8,121 |
) |
|
290,485 |
|
Putnam
International Equity Fund |
|
|
(58,042 |
) |
|
453,317 |
|
Putnam
Money Market Fund |
|
|
|
|
|
3,512,265 |
* |
Putnam
Equity Income Fund |
|
|
899 |
|
|
393,916 |
|
Pimco
High Yield Fund, Class A |
|
|
2,533 |
|
|
68,833 |
|
Growth
Fund of America, Class R3 |
|
|
12,774 |
|
|
159,751 |
|
Putnam
U.S. Government Income Trust |
|
|
12,655 |
|
|
1,486,539 |
* |
|
|
|
|
|
|
|
|
Investment in common/collective
trust: |
|
|
|
|
|
|
|
S&P
500 Index Fund |
|
|
(34,773 |
) |
|
1,059,106 |
|
|
|
|
|
|
|
|
|
Participant loans |
|
|
|
|
|
620,458 |
|
|
|
|
|
|
|
|
|
IGC Stock |
|
|
(287,801 |
) |
|
775,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(1,825,401 |
) |
$ |
22,358,142 |
|
|
|
|
|
|
|
|
|
* Represents 5% or more of net assets available for benefits.
|
|
2002 |
|
|
|
|
|
|
|
|
Net Appreciation
(Depreciation)
in Fair Value
During Year |
|
|
Fair
Value |
|
Investment
in mutual funds: |
|
|
|
|
|
|
|
Putnam
Small Cap Value Fund |
|
$ |
66,466 |
|
$ |
660,156 |
|
Ariel
Appreciation Fund |
|
|
60,682 |
|
|
690,959 |
|
Pimco
Total Return Fund |
|
|
(4,788 |
) |
|
301,130 |
|
Van
Kampen Emerging Growth |
|
|
(21,042 |
) |
|
310,833 |
|
Putnam
Vista Fund |
|
|
(182,569 |
) |
|
589,330 |
|
Putnam
Growth Opportunities Fund |
|
|
(2,823,371 |
) |
|
5,434,101 |
* |
Putnam
Research Fund |
|
|
(430,077 |
) |
|
1,586,564 |
* |
Putnam
Asset Allocation Growth Portfolio |
|
|
(352,806 |
) |
|
3,322,911 |
* |
Putnam
Asset Allocation Balanced Portfolio |
|
|
(218,045 |
) |
|
1,768,982 |
* |
Putnam
Asset Allocation Conservative Portfolio |
|
|
(44,813 |
) |
|
369,968 |
|
Putnam
International Growth Fund |
|
|
(36,625 |
) |
|
421,886 |
|
Putnam
Money Market Fund |
|
|
|
|
|
3,442,121 |
* |
Putnam
Equity Income Fund |
|
|
5,775 |
|
|
192,281 |
|
Putnam
U.S. Government Income Trust |
|
|
23,027 |
|
|
1,243,762 |
* |
|
|
|
|
|
|
|
|
Investment
in common/collective trust: |
|
|
|
|
|
|
|
S&P
500 Index Fund |
|
|
(145,894 |
) |
|
782,361 |
|
|
|
|
|
|
|
|
|
Participant
loans |
|
|
|
|
|
527,333 |
|
|
|
|
|
|
|
|
|
IGC Stock |
|
|
(346,028 |
) |
|
991,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(4,450,108 |
) |
$ |
22,636,059 |
|
|
|
|
|
|
|
|
|
* Represents 5% or more of net assets available for benefits.
4. |
|
Plan Termination |
|
|
|
|
|
Although it has not expressed any intent to do so, the Company may
terminate the Plan at any time. If the Plan is terminated, the assets of the Plan shall be
distributed to the participants based upon the participants’ respective accumulated account
balances. |
|
|
|
5. |
|
Income Tax Status |
|
|
|
|
|
The Internal Revenue Service has determined and informed the Company
by a letter dated August 1, 2002, that the Plan and related trust are designed in accordance with
applicable sections of the Internal Revenue Code (IRC). Although the Plan has been amended since
receiving the determination letter, the Plan administrator and the Plan’s tax counsel believe
that the Plan is designed and is currently being operated in compliance with the applicable
requirements of the IRC. |
6. |
|
Related-Party Transactions |
|
|
|
|
|
Certain Plan investments are shares of mutual funds managed by Putnam
Fiduciary Trust Company. Putnam Fiduciary Trust Company is the custodian as defined by the Plan and,
therefore, these transactions qualify as party-in-interest transactions. The Plan also invests in the
common stock of the Plan’s sponsor, Intermagnetics General Corporation, and holds participant
loans. These transactions also qualify as party-in-interest transactions. |
Schedule H, line 4i, Schedule of Assets (held at end of year)
May 31, 2003
|
|
|
|
|
|
|
|
|
Description of |
|
|
Current |
|
Identity of Issue |
|
Investment |
|
|
Value |
|
|
|
|
|
|
|
|
*Putnam Small Cap Value Fund |
|
Mutual Fund |
|
$ |
643,583 |
|
Ariel Appreciation Fund |
|
Mutual Fund |
|
|
810,939 |
|
Pimco Total Return Fund |
|
Mutual Fund |
|
|
1,061,999 |
|
Van Kampen Emerging Growth |
|
Mutual Fund |
|
|
666,466 |
|
*Putnam Vista Fund |
|
Mutual Fund |
|
|
538,891 |
|
*Putnam Growth Opportunities Fund |
|
Mutual Fund |
|
|
4,055,560 |
|
*Putnam Research Fund |
|
Mutual Fund |
|
|
1,354,098 |
|
*Putnam Asset Allocation Growth Portfolio |
|
Mutual Fund |
|
|
2,879,918 |
|
*Putnam Asset Allocation Balanced Portfolio |
|
Mutual Fund |
|
|
1,526,937 |
|
*Putnam Asset Allocation Conservative Portfolio |
|
Mutual Fund |
|
|
290,485 |
|
*Putnam International Growth Fund |
|
Mutual Fund |
|
|
453,317 |
|
*Putnam Money Market Fund |
|
Mutual Fund |
|
|
3,512,265 |
|
*Putnam Equity Income Fund |
|
Mutual Fund |
|
|
393,916 |
|
Pimco High Yield Fund, Class A |
|
Mutual Fund |
|
|
68,833 |
|
Growth Fund of America, Class R3 |
|
Mutual Fund |
|
|
159,751 |
|
*Putnam U.S. Government Income Trust |
|
Mutual Fund |
|
|
1,486,539 |
|
*Participant Loans |
|
Loans (5.75-10.50%) |
|
|
620,458 |
|
*IGC Stock |
|
Common Stock |
|
|
775,081 |
|
S&P 500 Index Fund |
|
Common/Collective Trust |
|
|
1,059,106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
22,358,142 |
|
|
|
|
|
|
|
|
*Indicates that the issuer is a party-in interest as defined by ERISA. |
|
|
|
|
GRAPHIC
3
emptybox.gif
GRAPHIC
begin 644 emptybox.gif
M1TE&.#EA#``,`/?^``````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H*
M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9
M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B'EY>7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*"
M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1
MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@
MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O
MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^
MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK
MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ
M^OO[^_S\_/W]_?[^_O___R'Y!`$``/X`+``````,``P`!P@Z`/\)'$APX)L?
M"!,J_/<#F;B'$!\:8"BNX,`#%"T*Q/BCHD:.'BV"U/AOY,>,)SN2Y&C@@,N7
&+@$$!``[
`
end
GRAPHIC
4
tickedbox.gif
GRAPHIC
begin 644 tickedbox.gif
M1TE&.#EA#``,`/?^``````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H*
M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9
M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B'EY>7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*"
M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1
MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@
MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O
MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^
MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK
MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ
M^OO[^_S\_/W]_?[^_O___R'Y!`$``/X`+``````,``P`!PA>`/]%8T:PH,%_
M&0`H7,@0(3UF_R)&C*8N`T)P"O1(1"4@F$6+UB@0^H=*P2V$*/]94\!$P$F4
J%B/^`1!%XL>('#-EC'BSY,F0(S]&
EX-23
5
ex23.txt
EXHIBIT 23
Exhibit 23
Consent of Independent Accountants
To the Board of Directors
Intermagnetics General Corporation
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 2-80041, 2-94701, 33-2517, 33-12762, 33-12763,
33-38145, 33-44693, 33-50598, 33-55092, 33-72160, 333-10553, 333-42163,
333-75269, 333-51776, and 333-64822) of Intermagnetics General Corporation of
our report dated October 8, 2003 relating to the financial statements of IGC
401(k) Retirement Savings Plan as of May 31, 2003 and 2002, and for the years
then ended, and related schedule, which appear in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
Albany, New York
November 19, 2003
EX-99
6
ex99-1.txt
EXHIBIT 99.1
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADDED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Intermagnetics General Corporation's
401(k) Savings Plan (the "Plan") on Form 11-K for the period ending May 25, 2003
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Glenn H. Epstein, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as added by ss. 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
/s/ Glenn H. Epstein
- ------------------------------------
Glenn H. Epstein
Chairman and Chief Executive Officer
November 19, 2003
EX-99
7
ex99-2.txt
EXHIBIT 99.2
Exhibit 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADDED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Intermagnetics General Corporation's
401(k) Savings Plan (the "Plan") on Form 11-K for the period ending May 25, 2003
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Michael K. Burke, Executive Vice President and Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as added by ss.
906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
/s/ Michael K. Burke
- ----------------------------------------------------
Michael K. Burke
Executive Vice President and Chief Financial Officer
November 19, 2003
-----END PRIVACY-ENHANCED MESSAGE-----