-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OzOk8pu6/wwy0qMGJ9qzbIRpDUiRlLjmIRwWaI3WQLICxkXsQj4UOTtiVPjWZhKY oQPkbEsNnInM++i6Qfi1UQ== 0000950116-05-002545.txt : 20050728 0000950116-05-002545.hdr.sgml : 20050728 20050727195413 ACCESSION NUMBER: 0000950116-05-002545 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050727 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050728 DATE AS OF CHANGE: 20050727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERMAGNETICS GENERAL CORP CENTRAL INDEX KEY: 0000351012 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 141537454 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11344 FILM NUMBER: 05978728 BUSINESS ADDRESS: STREET 1: 450 OLD NISKAYUNA RD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 BUSINESS PHONE: 5187821122 MAIL ADDRESS: STREET 1: 450 OLD NISKAYUNA ROAD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 8-K 1 eightk.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 8-K -------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 27, 2005 -------------- INTERMAGNETICS GENERAL CORPORATION (Exact name of registrant as specified in its charter)
DELAWARE 001-11344 14-1537454 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) incorporation or organization)
450 OLD NISKAYUNA ROAD LATHAM, NEW YORK 12110 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (518) 782-1122 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. The information furnished in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On July 27, 2005, Intermagnetics issued a press release announcing its financial performance for its fourth quarter period and fiscal year 2005 ended May 29, 2005. On July 28, 2005 Intermagnetics will conduct a conference call at 11:00 a.m. ET concerning its performance for the period ended May 29, 2005. A copy of the press release is attached to this Form 8-K as Exhibit 99.1. ITEM 7.01 REGULATION FD DISCLOSURE. Intermagnetics General Corporation announced today that it will release restricted equity grants vesting under the 2002 performance-based long-term equity program. A copy of the press release is attached to this Form 8-K as Exhibit 99.2. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit 99.1 Press release of Intermagnetics dated July 27, 2005 containing financial results for its fourth quarter of fiscal year 2005 and its full fiscal year 2005 ended May 29, 2005. Exhibit 99.2 Press release of Intermagnetics dated July 27, 2005 announcing the release of restricted equity grants vesting under the 2002 performance-based long-term equity program. SIGNATURES 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 hereunto duly authorized. INTERMAGNETICS GENERAL CORPORATION By: /s/Michael K. Burke -------------------------------- Michael K. Burke Executive Vice President and Chief Financial Officer Dated: July 27, 2005 EXHIBIT INDEX Exhibit Number Description -------------- ----------- Exhibit 99.1 Press release of Intermagnetics dated July 27, 2005 containing financial results for its fourth quarter of fiscal year 2005 and its full fiscal year 2005 ended May 29, 2005. Exhibit 99.2 Press release of Intermagnetics dated July 27, 2005 announcing the release of restricted equity grants vesting under the 2002 performance-based long-term equity program. EX-99 2 ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: MICHAEL BURKE NASDAQ: IMGC EXEC. VP & CFO CONTACT: CATHY YUDZEVICH IR MANAGER (518) 782-1122 INTERMAGNETICS REPORTS RECORD REVENUES, EARNINGS o Q4 REVENUES INCREASE NEARLY 50 PERCENT TO MORE THAN $78 MILLION o QUARTERLY NORMALIZED NET INCOME RISES TO NEW RECORD, OVER $8 MILLION o FULL YEAR NORMALIZED EPS AT HIGH END OF ESTIMATED RANGE, $1.06 o COMPANY STRENGTHENS FY2006 GROWTH FORECAST LATHAM, NY, JULY 27, 2005--Intermagnetics General Corporation (NASDAQ: IMGC), today reported that fourth-quarter normalized net income increased to $8.1 million, or $0.29 per diluted share--excluding acquisition and integration-related expenses and certain other non-cash items. Reported net income for the quarter ended May 29, 2005, was $3.4 million, or $0.12 per diluted share. Fourth-quarter net sales were $78.1 million, compared with $52.4 million in the fiscal 2004 fourth quarter, excluding discontinued operations from the divested Polycold subsidiary. Fiscal 2005 normalized net income before items rose to $29.7 million, or $1.06 per diluted share including partial-year contributions from Polycold. Reported net income in fiscal 2005 was $37.5 million, or $1.34 per diluted share. Reported net sales for the year rose to a record $264.8 million excluding Polycold sales. (See attached tables for reconciliations to normalized operating results excluding acquisition- and integration-related expenses and other non-cash items and for reconciliations of operations with, and without, Polycold contributions. These tables are included to better assist readers in understanding the company's quarterly and annual performance.) "All of our business segments, both historical and those acquired in 2004, continued to deliver exceptional performance, resulting in not only a record year, but also setting the stage for a redefined Intermagnetics going forward," said Glenn H. Epstein, chairman and chief executive officer. "Integration of the acquired businesses is complete, and our attention now turns to focus on continuous improvement and sustained growth. "Our new Medical Devices business segment has exceeded original expectations with opportunities for continued gains. When combined with the new product introduction schedules from our MRI magnet business, we have high confidence for another record performance during our upcoming fiscal year." -More- Epstein also noted Intermagnetics' balance sheet strength. "During the year, our strong cash flow and proceeds from the Polycold sale enabled us to pay down the majority of the 'revolving' portion of our existing $130 million credit facility, leaving less than $20 million in long-term debt, down from about $112 million following the acquisitions in 2004," Epstein said. "Our expectations for FY2006 are for continued improvements in free cash flow, net of increased capital investments, including the expansion of our MRI magnet manufacturing facility. "As a result, our interest expense has been reduced dramatically, our cash balances should build fairly rapidly, and we expect that we will remain in an even stronger financial position to pursue a range of strategic initiatives that will further contribute to Intermagnetics' long-term growth." ALL BUSINESS SEGMENTS DELIVER STRONG RESULTS Epstein said that all of the company's continuing business segments had strong fourth quarters and full-year performances. Magnet systems sales rose more than 25 percent during the quarter to $34.9 million from $27.6 million, with an increase in operating profit approaching 35 percent. Full-year sales increased 25 percent to $118.6 million from $95.2 million, with a nearly 30 percent increase in operating profit. "Orders for our most recent innovations--high-field 3.0 Tesla magnets and 1.0 Tesla high-field open (HFO) magnets--continue to ramp up and provide a strong platform for continued growth," Epstein said. "As forecast previously, the MRI segment delivered record results, and we are in the process of instituting a multi-stage capital and personnel expansion plan to meet anticipated increases in demand." Medical Devices sales growth, enhanced primarily by the acquisition of MRI Devices and expansion of direct sales personnel, increased to $40.5 million in the fourth quarter, from $22.9 million. For the year, Medical Devices sales were $135.3 million, up from $38.1 million. Year-to-date results in fiscal 2005 include slightly more than 10 months of MRID operations and a full year of Invivo operations. Fiscal 2004 included four months of Invivo-only operations. The divested Polycold Systems subsidiary, formerly comprising the Instrumentation segment, contributed $23.4 million in sales for a partial year through February 2005, with operating profits of $6.3 million. (The attached reconciling table labeled "normalized ongoing operations" depicts company performance during FY2005, excluding the discontinued operations from Polycold and any acquisition-related and non-cash performance-based stock compensation and other charges or benefits of $26.6 million, or $0.95 per diluted share. An additional table representing quarterly performance is also attached in order to assist readers to view "normalized ongoing operations" on a quarterly basis.) Intermagnetics' Energy Technology subsidiary, SuperPower, Inc., generated fourth-quarter revenue of $2.7 million, compared with $1.9 million the prior year. The company's loss due to investment in SuperPower's operations remained stable at about $2.0 million in both periods. -More- Year-to-date revenues for SuperPower totaled $10.8 million, up from $6.5 million the prior year. Intermagnetics' operating loss for investment in energy technology initiatives during the year increased to $7.2 million, up from $6.2 million, as the subsidiary ramps efforts to commercialize the manufacture of second-generation (2G) high-temperature superconducting (HTS) wire. SuperPower is in the major construction and installation phase of the Albany HTS Cable Project, with significant milestones toward the physical demonstration of HTS technology in Niagara Mohawk's power grid scheduled during calendar year 2006. The project is a key component in SuperPower's goal of demonstrating the commercial feasibility of HTS wire and devices designed for the transmission and distribution of electrical power. MOST KEY PERFORMANCE INDICATORS EXCEEDED Epstein said that Intermagnetics' focus on its most rapidly growing and profitable product opportunities, as well as continued cost-control efforts, enabled the company to once again surpass most performance goals on a normalized basis. For the full year, gross margin was 47 percent, compared with a goal of 45 percent; operating margin was 17 percent, compared with a goal of 15 percent; and sales as a percentage of net operating assets was 51 percent, versus a target of 50 percent. Return on equity was 13 percent versus a target of 15 percent. Working capital efficiency was 18 percent, versus a goal of requiring less than 15 percent. All of these metrics have been calculated net of integration-related expenses. "While normalized gross margins continue to exceed our previously established goal of 45 percent, we are not going to raise this target at this time," Epstein said. "This conservative posture is due to margins that we have budgeted to produce introductory batches of 1.0T HFO magnets. Our experience leads us to believe that we may be able to move a higher overall average consolidated gross margin target early in calendar 2006." FORECASTING A RECORD FISCAL 2006, EARNINGS GROWTH OUTLOOK RAISED "Based on our strong showing during the recently completed quarter and fiscal year, our successes in integrating the new businesses, rationalizing our existing product lines, expanding our sales force and introducing new products, we expect revenues to increase about 15 percent from ongoing revenues of $265 million this year," Epstein said. "Also, we currently anticipate fiscal 2006 operating earnings per share to increase in excess of 20 percent over this year's normalized $0.95 per share from ongoing operations. "We continue to expect moderate seasonality in our businesses resulting from typically slower summer months (Q1) and a significant number of globally observed holidays (Q3). The second and fourth quarters are expected to be our strongest reporting periods. We also expect highly favorable year-over-year comparisons for each quarter throughout fiscal 2006. "Specifically for Q1, we currently envision both sales and earnings to be about 20 percent greater than last year's normalized ongoing levels of $51.5 million and $0.16 per share respectively." -More- NORMALIZED OPERATING EPS RECONCILIATION INFORMATION Normalized operating EPS for FY05 includes partial-year operating results from the divested Polycold subsidiary, but excludes the one-time gain from the sale. It also excludes acquisition-related and non-cash performance-based stock compensation and other charges or benefits. Acquisition charges related to Invivo were $0.06 for fiscal 2005, with no additional charges during the fourth quarter. No further charges are anticipated. Charges related to the acquisition of MRI Devices (MRID) have now been finalized at $0.24 for the year with a Q4 charge of $0.12. These charges result primarily from a change in accounting for stock distributed to the MRID employee base by the original owners of MRID prior to acquisition, a write-down of acquired assets (value of MRID name) due to the re-branding of MRID to Invivo Diagnostic Imaging, a discretionary realignment of the Medical Devices segment's management structure under the new president and acceleration of certain product rationalization decisions, including inventory write-downs. The majority of the charges were non-cash. No additional charges are expected during fiscal 2006. The Polycold divestiture resulted in a $0.69 gain on the sale with $0.02 of charges not attributable to deal costs, all of which were recognized in Q3. The non-cash charge for Intermagnetics' performance-based restricted stock plan for the year was $3.7 million post-tax, or $0.13 per share ($0.03 recognized in Q1, $0.04 in Q2, $0.02 in Q3 and $0.04 in Q4), based on the closing stock price on May 27, 2005. Performance criteria for these restricted stock units was fulfilled based on independently audited financials and was authorized by Intermagnetics' compensation committee of the board of directors to be converted into common stock effective July 25, 2005. Also excluded is a non-cash gain of $0.03 resulting from a favorable adjustment to an environmental reserve recognized in Q1. Operating EPS for fiscal 2006 will exclude the estimated non-cash charge for performance-based restricted stock that is currently expected to vest if forecast performance is achieved. A current estimate for the non-cash charge, based on the closing stock price on July 26, 2005, is $6.2 million post-tax, or approximately $0.21 per share. CONFERENCE CALL TOMORROW The company will discuss its fourth-quarter results, as well as other developments during a conference call Thursday, July 28, beginning at 11 a.m. EDT. The call will be broadcast live and archived over the Internet through the company's web site www.intermagnetics.com under the Investor Relations section. The domestic dial-in number for the live call is (877) 407-8037. The international dial-in number is (201) 689-8037. No conference code is required for the live call. The company will also make available a digital replay beginning Thursday at 2 p.m. EDT through midnight August 8, 2005, by dialing (201) 612-7415 - account number 249 and requesting conference 158529. -More- Intermagnetics (www.intermagnetics.com) draws on the financial strength, operational excellence and technical leadership in the market of Magnetic Resonance Imaging (MRI) as well as its expanding businesses within Medical Devices that encompass Invivo Diagnostic Imaging (focusing on MRI components & imaging sub-systems) and Invivo Patient Care (focusing on monitoring & other patient care devices). Intermagnetics is also a prominent participant in superconducting applications for Energy Technology. The company has a more than 30-year history as a successful developer, manufacturer and marketer of superconducting materials, high-field magnets, medical systems & components and other specialized high-value added devices. SAFE HARBOR STATEMENT: The statements contained in this press release that are not historical fact are "forward-looking statements" which involve various important assumptions, risks, uncertainties and other factors. These forward-looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events. Such forward-looking statements are inherently uncertain and are subject to risks, including but not limited to: the company's ability to meet the performance, quality and price requirements of our customers, develop new products and maintain gross margin levels through continued production cost reductions and manufacturing efficiencies; the ability of the company's largest customer to maintain and grow its share of the market for MRI systems; and the company's ability to invest sufficient resources in and obtain third-party funding for its HTS development efforts and avoid the potential adverse impact of competitive emerging patents; as well as other risks and uncertainties set forth herein and in the company's Annual Report on Forms 10-K and 10-Q. The company has provided supplemental non-GAAP financial tables to provide shareholders and prospective shareholders additional information to understand the company's normalized quarterly and annual performances with contributions from Polycold both included and excluded. These tables contain certain estimated pro-forma calculations that we believe provide helpful information regarding our operations. Except for the company's continuing obligation to disclose material information under federal securities law, the company is not obligated to update its forward-looking statements even though situations may change in the future. The company qualifies all of its forward-looking statements by these cautionary statements. -Tables Follow- INTERMAGNETICS GENERAL CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in Thousands, Except Per Share Amounts) (Unaudited)
Three Months Ended Twelve Months Ended --------------------------- --------------------------- May 29, May 30, May 29, May 30, 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Revenues $ 78,086 $ 52,407 $ 264,759 $ 139,739 Cost of revenues 44,685 28,672 144,574 80,478 ------------ ------------ ------------ ------------ Gross margin 33,401 23,735 120,185 59,261 Product research and development 7,817 3,968 25,363 11,985 Selling, general and administrative: Stock based compensation 2,007 133 5,764 575 Accelerated stock based compensation 1,875 Other selling, general and administrative 17,223 9,849 58,662 25,070 Amortization of intangible assets 1,664 1,426 6,382 3,097 Impairment of intangible assets 913 ------------ ------------ ------------ ------------ 28,711 15,376 98,959 40,727 ------------ ------------ ------------ ------------ Operating income 4,690 8,359 21,226 18,534 Interest and other income 1,046 95 1,532 790 Interest and other expense (693) (725) (3,931) (1,244) Gain on available for sale securities 114 114 Adjustment to gain on prior period sale of division 1,094 ------------ ------------ ------------ ------------ Income from continuing operations before income taxes 5,043 7,843 19,921 18,194 Provision for income taxes 1,668 2,722 5,905 6,313 ------------ ------------ ------------ ------------ INCOME FROM CONTINUING OPERATIONS 3,375 5,121 14,016 11,881 Discontinued operations: Income from operations of discontinued subsidiary including gain on sale of $33,357,000 in FY'05 (18) 1,203 40,709 4,562 Provision for income taxes (7) 417 17,180 1,583 ------------ ------------ ------------ ------------ INCOME FROM DISCONTINUED OPERATIONS (11) 786 23,529 2,979 ------------ ------------ ------------ ------------ NET INCOME $ 3,364 $ 5,907 $ 37,545 $ 14,860 ============ ============ ============ ============ Basic Net Income per Common Share: Continuing operations $0.12 $0.20 $0.51 $0.47 Discontinued operations $0.00 $0.03 $0.85 $0.12 ------------ ------------ ------------ ------------ Basic Net Income per Common Share $0.12 $0.23 $1.36 $0.59 ============ ============ ============ ============ Diluted Net Income per Common Share: Continuing operations $0.12 $0.20 $0.50 $0.46 Discontinued operations $0.00 $0.03 $0.84 $0.12 ------------ ------------ ------------ ------------ Diluted Net Income per Common Share $0.12 $0.23 $1.34 $0.58 ============ ============ ============ ============ Shares: Basic 28,067,834 25,255,707 27,689,343 25,046,718 ============ ============ ============ ============ Diluted 28,527,576 25,780,772 28,132,200 25,493,379 ============ ============ ============ ============
INTERMAGNETICS GENERAL CORPORATION RECONCILING STATEMENTS OF OPERATIONS (NORMALIZED OPERATIONS INCL. POLYCOLD)* (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) THREE MONTHS ENDED TWELVE MONTHS ENDED -------------------------------- -------------------------------- NORMALIZED OPERATIONS WITHOUT ACQUISITION, MAY 29, MAY 30, MAY 29, MAY 30, INTEGRATION, SALE AND NON-CASH ITEMS: 2005 2004 2005 2004 ------------ ------------ ------------ ------------ REVENUES $ 78,086 $ 59,151 $ 288,113 $ 164,447 COST OF REVENUES 41,105 32,871 151,713 95,662 ------------ ------------ ------------ ------------ GROSS MARGIN 36,981 26,280 136,400 68,785 PRODUCT RESEARCH AND DEVELOPMENT 7,817 4,125 25,852 12,940 SELLING, GENERAL AND ADMINISTRATIVE 14,515 11,019 55,318 27,773 AMORTIZATION OF INTANGIBLE ASSETS 1,664 1,438 6,416 3,145 ------------ ------------ ------------ ------------ 23,996 16,582 87,586 43,858 ------------ ------------ ------------ ------------ OPERATING INCOME 12,985 9,698 48,814 24,927 INTEREST AND OTHER INCOME 314 95 801 790 INTEREST AND OTHER EXPENSE (693) (728) (3,939) (1,252) ------------ ------------ ------------ ------------ INCOME BEFORE INCOME TAXES 12,606 9,065 45,676 24,465 PROVISION FOR INCOME TAXES 4,465 3,146 15,950 8,490 ------------ ------------ NET INCOME $ 8,141 $ 5,919 $ 29,726 $ 15,975 ============ ============ ============ ============ EARNINGS PER COMMON SHARE: BASIC $ 0.29 $ 0.23 $ 1.07 $ 0.64 ============ ============ ============ ============ DILUTED $ 0.29 $ 0.23 $ 1.06 $ 0.63 ============ ============ ============ ============ SHARES: BASIC 28,067,834 25,255,707 27,689,343 25,046,718 ============ ============ ============ ============ DILUTED 28,527,576 25,780,772 28,132,200 25,493,379 ============ ============ ============ ============ THREE MONTHS ENDED TWELVE MONTHS ENDED -------------------------------- -------------------------------- MAY 29, MAY 30, MAY 29, MAY 30, RECONCILIATION OF FINANCIAL STATEMENTS TO GAAP EQUIVALENT: 2005 2004 2005 2004 ------------ ------------ ------------ ------------ PRO-FORMA NET INCOME $ 8,141 $ 5,919 $ 29,726 $ 15,975 GAIN (LOSS) ON SALE OF SUBSIDIARY (18) 33,357 ACQUISITION AND INTEGRATION RELATED CHARGES (5,557) (12,820) (1,248) GAIN ON AVAILABLE FOR SALE SECURITIES 114 114 NON-CASH ITEMS: ADJUSTMENT TO GAIN ON PRIOR PERIOD SALE OF DIVISION 1,094 STOCK BASED COMPENSATION (2,007) (133) (5,764) (575) IMPAIRMENT OF INTANGIBLE ASSET (913) PROVISION FOR TAXES RELATING TO PRO-FORMA ADJUSTMENTS 2,805 7 (7,135) 594 ------------ ------------ ------------ ------------ AS REPORTED NET INCOME $ 3,364 $ 5,907 $ 37,545 $ 14,860 ============ ============ ============ ============
* This table is included to provide shareholders' and prospective shareholders' additional information to understand the Company's normalized quarterly and annual performance.
INTERMAGNETICS GENERAL CORPORATION "RECONCILING STATEMENTS OF OPERATIONS" (NORMALIZED ON-GOING OPERATIONS WITHOUT POLYCOLD)* (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) INTEGRATION, ACQUISITION, SALE, NORMALIZED INTEREST BURDEN & ON-GOING INCL. POLYCOLD NON-CASH DISCONTINUED GAIN ON SALE OPERATIONS MAY 29, 2005 CHARGES OPERATIONS OF SUBSIDIARY MAY 29, 2005 ----------- ----------- ----------- ----------- ----------- NET REVENUES $ 288,113 $ (23,354) $ 264,759 COST OF REVENUES 157,330 (5,617) (12,756) 138,957 ----------- ----------- ----------- ----------- ----------- GROSS MARGIN 130,783 5,617 (10,598) 125,802 PRODUCT RESEARCH AND DEVELOPMENT 25,870 (18) (507) 25,345 SELLING, GENERAL AND ADMINISTRATIVE: STOCK BASED COMPENSATION 7,639 (7,639) OTHER SELLING, GENERAL AND ADMINISTRATIVE 61,360 (5,010) (2,698) 53,652 AMORTIZATION OF INTANGIBLE ASSETS 6,416 (34) 6,382 IMPAIRMENT OF INTANGIBLE ASSETS 913 (913) ----------- ----------- ----------- ----------- ----------- 102,198 (13,580) (3,239) 85,379 ----------- ----------- ----------- ----------- ----------- OPERATING INCOME 28,585 19,197 (7,359) 40,423 INTEREST AND OTHER INCOME 1,533 (1) 1,532 INTEREST AND OTHER EXPENSE (3,939) 1,459 8 (2,472) GAIN ON SALE OF SUBSIDIARY 33,357 (33,357) ADJUSTMENT TO GAIN ON PRIOR PERIOD SALE OF DIVISION 1,094 (1,094) ----------- ----------- ----------- ----------- ----------- INCOME BEFORE INCOME TAXES 60,630 19,562 (7,352) (33,357) 39,483 PROVISION FOR INCOME TAXES 23,085 6,953 (3,103) (14,077) 12,858 ----------- ----------- ----------- ----------- ----------- NET INCOME $ 37,545 $ 12,609 $ (4,249) $ (19,280) $ 26,625 =========== =========== =========== =========== =========== NET INCOME PER COMMON SHARE: BASIC $ 1.36 $ 0.46 $ (0.15) $ (0.70) $ 0.96 =========== =========== =========== =========== =========== DILUTED $ 1.34 $ 0.45 $ (0.15) $ (0.69) $ 0.95 =========== =========== =========== =========== =========== 27,689,343 27,689,343 27,689,343 27,689,343 27,689,343 =========== =========== =========== =========== =========== 28,132,200 28,132,200 28,132,200 28,132,200 28,132,200 =========== =========== =========== =========== ===========
* This table is included to provide shareholders' and prospective shareholders' additional information to understand the Company's normalized on-going annual performance for fiscal year 2005
INTERMAGNETICS GENERAL CORPORATION "RECONCILING STATEMENTS OF OPERATIONS" (NORMALIZED ON-GOING OPERATIONS WITHOUT POLYCOLD)* (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) NORMALIZED FOR THE THREE MONTHS ENDED ON-GOING ----------------------------------------------------------------------- OPERATIONS AUGUST 29, NOVEMBER 28, FEBRUARY 27, MAY 29, YEAR ENDED 2004 2004 2005 2005 MAY 29, 2005 ----------- ----------- ----------- ----------- ----------- NET REVENUES $ 51,524 $ 66,175 $ 68,974 $ 78,086 $ 264,759 COST OF REVENUES 28,270 34,873 34,709 41,105 138,957 ----------- ----------- ----------- ----------- ----------- GROSS MARGIN 23,254 31,302 34,265 36,981 125,802 PRODUCT RESEARCH AND DEVELOPMENT 4,941 6,188 6,399 7,817 25,345 SELLING, GENERAL AND ADMINISTRATIVE 10,318 13,200 14,687 15,447 53,652 AMORTIZATION OF INTANGIBLE ASSETS 1,384 1,673 1,661 1,664 6,382 ----------- ----------- ----------- ----------- ----------- 16,643 21,061 22,747 24,928 85,379 ----------- ----------- ----------- ----------- ----------- OPERATING INCOME 6,611 10,241 11,518 12,053 40,423 1,046 1,532 INTEREST AND OTHER INCOME 201 211 74 INTEREST AND OTHER EXPENSE (575) (588) (616) (693) (2,472) ----------- ----------- ----------- ----------- ----------- INCOME BEFORE INCOME TAXES 6,237 9,864 10,976 12,406 39,483 PROVISION FOR INCOME TAXES 1,894 3,048 3,725 4,191 12,858 ----------- ----------- ----------- ----------- ----------- NET INCOME $ 4,343 $ 6,816 $ 7,251 $ 8,215 $ 26,625 =========== =========== =========== =========== =========== NET INCOME PER COMMON SHARE: BASIC $ 0.16 $ 0.24 $ 0.26 $ 0.29 $ 0.96 =========== =========== =========== =========== =========== DILUTED $ 0.16 $ 0.24 $ 0.25 $ 0.29 $ 0.95 =========== =========== =========== =========== =========== 26,689,907 27,979,535 28,020,094 28,067,834 27,689,343 =========== =========== =========== =========== =========== 27,237,577 28,478,513 28,526,926 28,527,576 28,132,200 =========== =========== =========== =========== ===========
* This table is included to provide shareholders' and prospective shareholders' additional information to understand the Company's normalized on-going quarterly and annual performance for fiscal year 2005 INTERMAGNETICS GENERAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS) (UNAUDITED) MAY 29, MAY 30, 2005 2004 -------- -------- ASSETS CURRENT ASSETS CASH AND SHORT-TERM INVESTMENTS $ 6,970 $ 11,868 TRADE ACCOUNTS RECEIVABLE 60,682 41,218 COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS ON UNCOMPLETED CONTRACTS 718 127 INVENTORIES 40,266 27,037 INCOME TAX RECEIVABLE 4,285 PREPAID EXPENSES AND OTHER 11,294 8,941 -------- -------- TOTAL CURRENT ASSETS 119,930 93,476 PROPERTY, PLANT AND EQUIPMENT, NET 42,973 36,736 GOODWILL, INTANGIBLE AND OTHER ASSETS 225,037 154,723 -------- -------- $387,940 $284,935 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES CURRENT PORTION OF LONG-TERM DEBT $ 12,404 $ 4,171 ACCOUNTS PAYABLE 22,136 10,242 SALARIES, WAGES AND RELATED ITEMS 15,962 10,799 CUSTOMER ADVANCES AND DEPOSITS 1,951 1,302 PRODUCT WARRANTY RESERVE 4,073 3,189 INCOME TAX PAYABLE 2,863 OTHER LIABILITIES AND ACCRUED EXPENSES 10,190 11,753 -------- -------- TOTAL CURRENT LIABILITIES 69,579 41,456 LONG-TERM DEBT, LESS CURRENT PORTION 19,885 57,635 NOTE PAYABLE 5,000 DEFERRED INCOME TAXES 17,909 10,050 DERIVATIVE LIABILITY 52 225 SHAREHOLDERS' EQUITY 275,515 175,569 -------- -------- $387,940 $284,935 ======== ========
INTERMAGNETICS GENERAL CORPORATION SUMMARY OF PERFORMANCE AGAINST GOALS TWELVE MONTHS ENDED ---------------------------------- MAY 29, 2005 MAY 30, 2004 GOAL ------------ ------------ ---- GROSS MARGIN (1) 47% 42% 45% OPERATING INCOME: PERCENT OF SALES (1) 17% 15% 15% PERCENT OF NET OPERATING ASSETS (1) 51% 45% 50% RETURN ON EQUITY (1) 13% 10% 15% WORKING CAPITAL EFFICIENCY (WORKING CAPITAL, LESS CASH DIVIDED BY NET SALES) (1) 18% 14% 15%
(1) BASED ON NORMALIZED DATA
SEGMENT DATA THREE MONTHS ENDED -------------------------------------------------------------------------------------- MAY 29, 2005 -------------------------------------------------------------------------------------- (DOLLARS IN THOUSANDS) MAGNETIC RESONANCE MEDICAL ENERGY IMAGING DEVICES INSTRUMENTATION TECHNOLOGY TOTAL --------------------- ------------- --------------- ------------- ------------ NET REVENUES TO EXTERNAL CUSTOMERS: MAGNET SYSTEMS $34,853 $34,853 PATIENT MONITORS & RF COILS $40,526 40,526 REFRIGERATION EQUIPMENT - OTHER $2,707 2,707 -------- -------- ------- ------ -------- TOTAL 34,853 40,526 2,707 78,086 SEGMENT OPERATING INCOME (LOSS) 9,064 5,914 (1,993) 12,985 TOTAL ASSETS $124,979 $251,807 $11,154 $387,940 MAY 30, 2004 -------------------------------------------------------------------------------------- MAGNETIC RESONANCE MEDICAL ENERGY IMAGING DEVICES INSTRUMENTATION TECHNOLOGY TOTAL --------------------- ------------- --------------- ------------- ------------ NET REVENUES TO EXTERNAL CUSTOMERS: MAGNET SYSTEMS $27,595 $27,595 PATIENT MONITORS & RF COILS $22,883 22,883 REFRIGERATION EQUIPMENT $6,743 6,743 OTHER $1,930 1,930 -------- -------- ------- ------ -------- TOTAL 27,595 22,883 6,743 1,930 59,151 SEGMENT OPERATING INCOME (LOSS) 6,827 4,047 847 (2,023) 9,698 TOTAL ASSETS $109,202 $149,569 $16,385 $9,779 $284,935 TWELVE MONTHS ENDED -------------------------------------------------------------------------------------- MAY 29, 2005 -------------------------------------------------------------------------------------- (DOLLARS IN THOUSANDS) MAGNETIC RESONANCE MEDICAL ENERGY IMAGING DEVICES INSTRUMENTATION TECHNOLOGY TOTAL --------------------- ------------- --------------- ------------- ------------ NET REVENUES TO EXTERNAL CUSTOMERS: MAGNET SYSTEMS $118,589 $118,589 PATIENT MONITORS & RF COILS $135,332 135,332 REFRIGERATION EQUIPMENT $23,354 23,354 OTHER $10,838 10,838 -------- -------- ------- ------- -------- TOTAL 118,589 135,332 23,354 10,838 288,113 SEGMENT OPERATING INCOME (LOSS) 29,002 20,646 6,333 (7,167) 48,814 TOTAL ASSETS $124,979 $251,807 $11,154 $387,940 MAY 30, 2004 -------------------------------------------------------------------------------------- (DOLLARS IN THOUSANDS) MAGNETIC RESONANCE MEDICAL ENERGY IMAGING DEVICES INSTRUMENTATION TECHNOLOGY TOTAL --------------------- ------------- --------------- ------------- ------------ NET REVENUES TO EXTERNAL CUSTOMERS: MAGNET SYSTEMS $95,180 $95,180 PATIENT MONITORS & RF COILS $38,102 38,102 REFRIGERATION EQUIPMENT $24,707 24,707 OTHER $6,458 6,458 -------- -------- ------- ------- -------- TOTAL 95,180 38,102 24,707 6,458 164,447 SEGMENT OPERATING INCOME (LOSS) 22,694 5,212 3,163 (6,164) 24,905 TOTAL ASSETS $109,202 $149,569 $16,385 $9,779 $284,935
THREE MONTHS ENDED ---------------------------- MAY 29, 2005 MAY 30, 2004 ------------ ------------ RECONCILIATION OF INCOME BEFORE INCOME TAXES: OPERATING INCOME FROM REPORTABLE SEGMENTS $ 12,985 $ 9,698 ACQUISITION / INTEGRATION / SALE RELATED CHARGES (5,557) NON-CASH STOCK BASED AND OTHER COMPENSATION (2,738) (133) -------- -------- NET OPERATING PROFIT 4,690 9,565 INTEREST AND OTHER INCOME 1,046 95 INTEREST AND OTHER EXPENSE (693) (728) GAIN ON AVAILABLE FOR SALE SECURITIES 114 LOSS ON SALE OF SUBSIDIARY (18) -------- -------- INCOME BEFORE INCOME TAXES $ 5,025 $ 9,046 ======== ======== TWELVE MONTHS ENDED ---------------------------- MAY 29, 2005 MAY 30, 2004 ------------ ------------ RECONCILIATION OF INCOME BEFORE INCOME TAXES: OPERATING INCOME FROM REPORTABLE SEGMENTS $ 48,814 $ 24,905 ACQUISITION / INTEGRATION / SALE RELATED CHARGES (13,733) (1,248) NON-CASH STOCK BASED AND OTHER COMPENSATION (6,496) (575) INTERCOMPANY PROFIT IN ENDING INVENTORY 22 -------- -------- NET OPERATING PROFIT 28,585 23,104 INTEREST AND OTHER INCOME 1,533 790 INTEREST AND OTHER EXPENSE (3,939) (1,252) GAIN ON AVAILABLE FOR SALE SECURITIES 114 GAIN ON SALE OF SUBSIDIARY 33,357 ADJUSTMENT TO GAIN ON PRIOR PERIOD SALE OF DIVISION 1,094 -------- -------- INCOME BEFORE INCOME TAXES $ 60,630 $ 22,756 ======== ========
RECONCILIATION OF METRICS TO GAAP EQUIVALENT:
TWELVE MONTHS ENDED MAY 29, 2005 ---------------------------------------- OPERATING INCOME AS A GROSS PERCENT OF RETURN ON MARGIN SALES EQUITY ------ ----------- --------- AS REPORTED GAAP EQUIVALENT 45% 8% 14% IMPACT OF INCLUDING POLYCOLD 2% EFFECT OF ACQUISITION, INTEGRATION, NON-CASH RELATED CHARGES 2% 7% (3%) AND GAIN ON SALES EFFECT OF AVERAGING 2% --- --- --- PRO-FORMA METRICS 47% 17% 13% TWELVE MONTHS ENDED MAY 30, 2004 ---------------------------------------- OPERATING INCOME AS A GROSS PERCENT OF RETURN ON MARGIN SALES EQUITY ------ ----------- --------- AS REPORTED GAAP EQUIVALENT 42% 13% 8% IMPACT OF INCLUDING POLYCOLD 1% EFFECT OF ACQUISITION, INTEGRATION, NON-CASH RELATED CHARGES AND GAIN ON SALE OF SECURITIES 1% 1% EFFECT OF AVERAGING 1% -- -- -- PRO-FORMA METRICS 42% 15% 10% ####
EX-99 3 ex99-2.txt EXHIBIT 99.2 EXHIBIT 99.2 FOR IMMEDIATE RELEASE CONTACT: GLENN H. EPSTEIN NASDAQ:IMGC CHAIRMAN & CEO CONTACT: CATHY YUDZEVICH IR MANAGER (518) 782-1122 INTERMAGNETICS' CHAIRMAN & CEO TO INCREASE PERSONAL HOLDINGS BY MORE THAN 30,000 SHARES, CFO BY MORE THAN 15,000 SHARES LATHAM, NY, JULY 27, 2005--Intermagnetics General Corporation (NASDAQ: IMGC), today announced that Chairman and CEO Glenn H. Epstein plans to increase his direct ownership of Intermagnetics' common stock by 31,500 shares through retention of shares that have vested from the company's performance-based restricted stock program. Executive Vice President and CFO Michael K. Burke plans to increase his direct ownership by 15,750 shares. The Compensation Committee of its Board of Directors has certified that the company achieved the growth target in pre-tax earnings per share required to allow management to vest in 15% of the shares granted under the company's 2002 performance-based long-term equity program. The restricted equity grants vest only if the company reaches specific growth targets in fiscal years 2005, 2006 and 2007. Under the program, Epstein earned 63,000 shares and Burke earned 15,750 shares. In total, 169,650 shares vested among all participants. "Company guidelines state that senior managers are to own between one and two times their base salary in stock," Epstein said. "All of my direct reports with two or more years of service either meet or substantially exceed that goal. In connection with the vesting of restricted stock units, we expect some senior managers, including myself, to sell a portion of these shares to cover their tax liability, as well as for other financial planning and/or portfolio diversification reasons, provided that they continue to meet our ownership guidelines." INTERMAGNETICS (www.intermagnetics.com) draws on the financial strength, operational excellence and technical leadership in the market of Magnetic Resonance Imaging (MRI), as well as its expanding businesses within Medical Devices that encompass Invivo Diagnostic Imaging (focusing on MRI components & imaging sub-systems) and Invivo Patient Care (focusing on monitoring & other patient care devices). Intermagnetics is also a prominent participant in superconducting applications for Energy Technology. The company has a more than 30-year history as a successful developer, manufacturer and marketer of superconducting materials, high-field magnets, medical systems & components and other specialized high-value added devices. ### -----END PRIVACY-ENHANCED MESSAGE-----