INTERMAGNETICS GENERAL CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts) Exhibit 99.2

	As of November 23, 2003 Historical Intermagnetics		As of December 31, 2003 Historical Invivo		Pro Forma Adjustments				Pro Forma Total
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	99,150	$	1,095	$	(159,332	)	(3)	$	7,620
						3,814		(3)
						67,000		(2)
						(1,350	)	(2)
						(2,757	)	(1)
Short-term Investments		-		8,573						8,573
Trade accounts receivable, net		19,939		17,095						37,034
Costs and estimated earnings in excess of
billings on uncompleted contracts		209		-						209
Inventories		16,420		12,401		484		(3)		29,305
Deferred income taxes		619		2,053						2,672
Prepaid expenses and other		3,343		864		25		(2)		4,232
TOTAL CURRENT ASSETS		139,680		42,081		(92,116	)			89,645
Property, plant and equipment, net		28,537		6,802		464		(3), (5)		35,803
INTANGIBLE AND OTHER ASSETS
Goodwill		13,750		12,222		(12,222	)	(3)		111,489
						97,739		(3)
Other intangibles, net		6,007		-		28,680		(3)		34,687
Other assets		1,819		279		1,325		(2)		3,423
TOTAL ASSETS	$	189,793	$	61,384	$	23,870			$	275,047
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Current portion of long-term debt	$	296	$	113					$	409
Accounts payable		6,307		4,770						11,077
Accrued expenses and other current liabilities		14,440		6,813		3,814		(3)		25,067
Accrued income taxes		2,145		736		-				2,881
TOTAL CURRENT LIABILITIES		23,188		12,432		3,814				39,434
LONG-TERM DEBT, less current portion		4,233		1,294		67,000		(2)		72,527
DEFERRED INCOME TAXES		1,453		714						2,167
DERIVATIVE LIABILITY		335		-						335
Total Shareholders’ equity		160,584		46,944		(46,944	)	(3)		160,584
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	189,793	$	61,384	$	23,870			$	275,047

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INTERMAGNETICS GENERAL CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENTS
(Dollars in Thousands, Except Per Share Amounts) Exhibit 99.2

	Six Months Ended November 23, 2003 Historical Intermagnetics			Six Months Ended December 31, 2003 Historical Invivo			Pro Forma Adjustments					Pro Forma Total
Net sales	$	62,163		$	33,240		$	-				$	95,403
Cost of products sold		38,100			16,641			(27	)	(6	)		54,714
Gross margin		24,063			16,599			27					40,689
Product research and development		5,667			2,130			-					7,797
Selling, general and administrative		10,610			11,702			(37	)	(7	)		20,925
								(1,350	)	(9	)
Amortization of intangible assets		921			-			1,142		(8	)		2,063
		17,198			13,832			(245	)				30,785
Operating income		6,865			2,767			272					9,904
Interest and other income		519			59			(403	)	(10	)		175
Interest and other expense		(229	)		(34	)		(1,014	)	(11	)		(1,422	)
								(145	)	(2	)
Income before income taxes		7,155			2,792			(1,289	)				8,658
Provision for income taxes		2,483			822			(455	)				2,850
NET INCOME	$	4,672		$	1,970		$	(834	)			$	5,808
Net Income per Common Share:
Basic	$	0.28										$	0.35
Diluted	$	0.28										$	0.34
Weighted average outstanding common shares:
Basic		16,598,222										16,598,222
Diluted		16,961,595										16,961,595

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INTERMAGNETICS GENERAL CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENTS
(Dollars in Thousands, Except Per Share Amounts) Exhibit 99.2

	Fiscal Year Ended May 25, 2003 Historical Intermagnetics			Fiscal Year Ended June 30, 2003 Historical Invivo			Pro Forma Adjustments					Pro Forma Total
Net sales	$	147,405		$	53,340		$	-				$	200,745
Cost of products sold	90,018			26,080			484			(4	)	116,528
							(54		)	(6	)
Gross margin	57,387			27,260			(430		)			84,217
Product research and development	12,490			3,337			-					15,827
Selling, general and administrative	19,639			19,291			(75		)	(7	)	36,400
							(2,455		)	(9	)
Amortization of intangible assets	1,841			-			2,824			(8	)	4,665
	33,970			22,628			294					56,892
Operating income	23,417			4,632			(724		)			27,325
Interest and other income	1,491			639			(1,436		)	(10	)	694
Interest and other expense	(493		)	(57		)	(2,027		)	(11	)	(2,867		)
							(290		)	(2	)
Loss on available-for-sale securities	(2,108		)	-			-					(2,108		)
Gain on litigation settlement	537			-			-					537
Income before income taxes	22,844			5,214			(4,477		)			23,581
Provision for income taxes	7,927			1,724			(1,580		)			8,071
NET INCOME	$	14,917		$	3,490		$	(2,896	)			$	15,511
Net Income per Common Share:
Basic	$	0.90										$	0.94
Diluted	$	0.88										$	0.91
Weighted average outstanding common shares:
Basic		16,519,152											16,519,152
Diluted		17,011,757											17,011,757

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INTERMAGNETICS GENERAL CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
(Dollars in thousands)

(1) The following table represents the estimated transaction costs related to the acquisition:

	Intermagnetics			Invivo		Total
Cash paid:
Investment banking fees	$	-	$	2,007	$	2,007
Legal, accounting and other professional fees		1,101		750		1,851
Other transaction costs		3,473		-		3,473
		4,574		2,757		7,331
Accruals:
Estimated remaining legal, accounting and other
professional fees		812		-		812
Estimated remaining other transactions costs		3,002		-		3,002
	$	8,388	$	2,757	$	11,145

	The other costs noted above consist primarily of change in control payments to certain senior executives of Invivo, anticipated lease exit costs and various SEC and other corporate filing fees
(2)	Represents the $67.0 million draw on the $100.0 million unsecured credit facility that was obtained to assist in financing the Company’s acquisition of Invivo. The following table represents the costs incurred to obtain this credit facility:

Bank syndication fee and related costs	$	1,325
Annual bank administration fee		25
	$	1,350

	The bank syndication fee and related costs will be recorded as a deferred asset and amortized over the life of the debt (five years). Amortization to be included in interest expense is $132,000 and $265,000 for the six months ended November 23, 2003 and the fiscal year ended May 25, 2003, respectively.
	In addition, the Company will also recoginize $12,500 and $25,000 of the bank administration fee for the six months ended November 23, 2003 and the fiscal year ended May 25, 2003, respectively.
(3)	Represents purchase accounting adjustments that Intermagnetics recorded when the acquisition was consummated. For purposes of these pro-forma condensed consolidated financial statements, the purchase price premium has been preliminarily allocated to the acquired Invivo Trade name/Trademark, Product Trade names/Trademarks, OEM Relationships, Know-How and Core Technology, Product Technology and Design, Order Backlog, and goodwill pending further study and analysis. We have currently engaged a nationally recognized firm with valuation expertise to assist us in determining the final values of identifiable assets and liabilities, as well as the value of the Invivo Trade name/Trademark, Product Trade Names/Trademarks, OEM Relationships, Know-How and Core Technology, Product Technology and Design, Order Backlog and goodwill. We anticipate having this valuation complete and finalized before the end of our fiscal year ending May 30, 2004.

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In June 2001, the FASB issued Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), which requires non-amortization of goodwill and certain intangible assets that have indefinite useful lives and annual tests of impairment of those assets. This statement also provides specific guidance about how to determine and measure goodwill and intangible asset impairment, and requires additional disclosure of information about goodwill and other intangible assets. The goodwill resulting from Intermagnetics’ acquisition of Invivo is subject to the non-amortization provisions of SFAS 142.

Consideration:
Cash paid:
Outstanding shares of Invivo Corp. (5,948,323 at $22.00/share)			$	130,863
Outstanding options of Invivo Corp.				20,081
Intermagnetics estimated transaction costs				8,388
Total consideration and costs				159,332
Less:
Invivo net assets	46,944
Adjustments to Invivo net assets for
purchase accounting
Elimination of existing goodwill	(12,222	)
Invivo’s estimated transaction costs	(2,757	)
Estimated fair value adjustment to inventory	484
Estimated fair value adjustment to plant, property and equipment	464
Adjusted Invivo net assets				32,913
Excess purchase price over the fair value of the net assets acquired			$	126,419
The excess purchase price over the fair value of the net assets acquired
has been allocated on a preliminary basis as follows:
Intangible assets:
Trade name/Trademark	11,510
Product trade names/trademarks	1,350
OEM Relationships	5,650
Know-how and core technology	6,660
Product technology and design	2,970
Order backlog	540
Total other intangible assets				28,680
Goodwill				97,739
			$	126,419

(4)	Represents the recognition of additional cost of products sold from the fair value adjustment to inventory. The fair value increase was estimated to be about 3.9% of Invivo’s inventory balance and will be fully amortized over a four month period.
(5)	Represents the fair value adjustment to plant, property and equipment which was approximately 6.8% of Invivo’s net book value for plant, property and equipment.

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(6)	Represents reduced depreciation from the fair value and useful life adjustment to manufacturing plant, property and equipment. The increase in fair value was more than offset by the increase in the weighted average life of the acquired assets.
(7)	Represents reduced depreciation from the fair value and useful life adjustment to selling, general and administrative property and equipment. The increase in fair value was more than offset by the increase in the remaining weighted average life of the acquired assets.
(8)	Represents estimated amortization expense of the following acquired intangible assets:

Intangible Asset	Estimated Fair Value		Estimated Remaining Economic Life			Monthly Amortization	Amortization for the
							Six Months Ended November 23, 2003		Fiscal Year Ended May 25, 2003
Trade name/Trademark	$	11,510	25	years	$	38	$	230	$	460
Product trade names/trademarks		1,350	14	years		8		48		96
OEM Relationships		5,650	12	years		39		234		468
Know-how and core technology		6,660	8	years		70		420		840
Product technology and design		2,970	7	years		35		210		420
Order backlog		540	4	months		135		-		540
	$	28,680			$	325	$	1,142	$	2,824

(9)	Represents certain corporate overhead costs incurred by Invivo that would be considered superfluous subsequent to the acquisition.
(10)	Represents reduced interest income on $92.6 million used to fund the acquisition of 100% of the outstanding common shares of Invivo, the transaction costs incurred by both companies and the costs incurred in obtaining the unsecured credit facility. The average rate assumed in the calculation was 1.55% and 0.87% for the fiscal year ended May 25, 2003 and the six months ended November 23, 2003, respectively.
(11)	Represents interest expense from the $67.0 million draw on the Company’s $100.0 million unsecured credit facility. This draw, combined with the Company’s $99.2 million of available cash was used to fund the acquisition of Invivo. The weighted average LIBOR rate used in the calculation was 3.03%, which included the contractual spread. Because the interest rates on our credit facility are variable, they are subject to change. The following table shows the effect on net income if the rates increased or decreased by 0.125%:

			Net Income Impact
			Six Months Ended November 23, 2003			Fiscal Year Ended May 25, 2003
Increase	0.125	%	$	(15	)	$	(30	)
Decrease	0.125	%	$	15		$	30

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