**SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

**FORM 10-Q/A****Amendment No. 1**
 **QUARTERLY REPORT PURSUANT TO SECTION 13 OR        15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
**For the quarterly period ended August 29, 2004**

**or**
 
**Transition report pursuant          to section 13 or 15(d) of the Securities Exchange Act of 1934 for the          transition period from ________ to ________**

 

**Commission file number 1-11344**
**INTERMAGNETICS GENERAL CORPORATION**(Exact name of registrant as specified in its charter)  **New York****14-1537454**(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification No.)  **450 Old Niskayuna Road, PO Box 461, Latham, NY 12110-0461**(Address of principal executive offices) (Zip Code)  (Registrant’s telephone number, including area code)**(518) 782-1122** (Former name,    former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all  reports required to be filed by Section 13 or 15(d) of the Securities Exchange  Act of 1934 during the preceding 12 months (or for such shorter period that  the registrant was required to file such reports), and (2) has been subject  to such filing requirements for the past 90 days.

Yes      No 

Indicate by check mark whether the registrant is an acceleratedfiler (as defined as Rule 12b-2 of the Exchange Act).

Yes      No 

Indicate the number of shares outstanding of each of the issuer’sclasses of common stock as of the latest practicable date.

Common Stock, $.10 par value—27,971,815 as of September30, 2004

     

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**INTERMAGNETICS GENERAL CORPORATION****Explanatory Note**
This amendment on Form 10-Q/A amends the Company’s Quarterly Report on Form 10-Q for the period ended August 29, 2004, as initially filed with the Securities and Exchange Commission on October 8, 2004.

Part I - Item 4 - Controls and Procedures, has been amended in  this filing to include the revised Item 307 of Regulation S-K language in accordance  with Rule 33-8238.
There were no other changes to this Form 10-Q.**** CONTENTSPART I—FINANCIAL INFORMATION      Item 1: Financial Statements:       Consolidated    Balance Sheets—August 29, 2004 and May 30, 20043      Consolidated          Income Statements—Three Months Ended August 29, 2004 and August    24, 20035      Consolidated          Statements of Cash Flows—Three Months Ended August 29, 2004 and    August 24, 20036      Consolidated          Statements of Changes in Shareholders’ Equity and Comprehensive          Income—Three    Months Ended August 29, 20047      Notes to Consolidated Financial Statements8     Item 2:Management’s Discussion    and Analysis of Financial Condition and Results of Operations17     Item 3:Quantitative and Qualitative Disclosures    About Market Risk25     Item 4: Controls and Procedures25    PART II—OTHER    INFORMATION26    SIGNATURES27    CERTIFICATIONS28 
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**INTERMAGNETICS GENERAL CORPORATIONCONSOLIDATED BALANCE SHEETS**(Dollars in Thousands, Except Per Share Amounts)(Unaudited)
  **August 29,****2004** **May 30,****2004**     ASSETS       Cash and cash equivalents $10,825 $11,868 Trade accounts receivable, less allowance (August 29, 2004—$1,292; May 30, 2004—$849)  57,622  41,218 Costs and estimated earnings in excess of billings on uncompleted contracts  86  127 Inventories:       Consigned products  2,277  1,822 Finished products  4,578  2,969 Work in process  9,890  8,291 Materials and supplies  17,656  13,955        34,401  27,037 Deferred income taxes  4,333  4,333 Prepaid expenses and other  4,991  4,608 Income tax receivable  1,756  4,285     TOTAL CURRENT ASSETS  114,014  93,476         PROPERTY, PLANT AND EQUIPMENT       Land and improvements  1,981  1,628 Buildings and improvements  19,358  14,972 Machinery and equipment  52,403  48,692 Leasehold improvements  4,467  4,425        78,209  69,717 Less accumulated depreciation and amortization  34,382  32,981        43,827  36,736         INTANGIBLE AND OTHER ASSETS       Goodwill  176,026  118,816 Other intangibles, less accumulated amortization (August 29, 2004—$12,001; May 30, 2004—$10,605)  60,484  32,491 Derivative asset  81  253 Other assets  3,144  3,163     TOTAL ASSETS $397,576 $284,935     
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**INTERMAGNETICS GENERAL CORPORATION****CONSOLIDATED BALANCE SHEETS**(Dollars in Thousands, Except Per Share Amounts)(Unaudited)
  **August 29,** **May 30,**   **2004** **2004**     LIABILITIES AND SHAREHOLDERS’ EQUITY               CURRENT LIABILITIES       Current portion of long-term debt $4,481 $4,171 Accounts payable  11,078  10,242 Salaries, wages and related items  12,747  10,799 Customer advances and deposits  2,762  1,302 Product warranty reserve  3,145  3,189 Other liabilities and accrued expenses  10,215  11,753     TOTAL CURRENT LIABILITIES  44,428  41,456         LONG-TERM DEBT, less current portion  94,344  57,635 DEFERRED INCOME TAXES  20,605  10,050 NOTE PAYABLE  5,000    DERIVATIVE LIABILITY  189  225         COMMITMENTS AND CONTINGENCIES               SHAREHOLDERS’ 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—40,000,000 shares       Issued (including shares in treasury):       August 29, 2004—29,833,458 shares;       May 30, 2004—27,076,418 shares  2,983  2,707 Additional paid-in capital  199,400  146,153 Notes receivable from employees  (3,401) (3,421)Retained earnings  50,256  44,944 Accumulated other comprehensive income (loss)  55  (134)       249,293  190,249 Less cost of Common Stock in treasury       August 29, 2004—1,869,335 shares;       May 30, 2004—1,789,316 shares  (16,283) (14,680)       233,010  175,569     TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $397,576 $284,935     
*See notes to consolidated financial statements.*

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**INTERMAGNETICS GENERAL CORPORATION****CONSOLIDATED INCOME STATEMENTS**(Dollars in Thousands, Except Per Share Amounts)(Unaudited)
  **Three Months Ended**      **August 29,** **August 24,**   **2004** **2003**     Net sales $59,748 $22,269         Cost of products sold  32,734  13,784     Gross margin  27,014  8,485         Product research and development  5,124  2,908 Selling, general and administrative  11,514  4,788 Stock based compensation  1,127  86 Amortization of intangible assets  1,396  461        19,161  8,243     Operating income  7,853  242 Interest and other income  202  281 Interest and other expense  (1,014) (122)Adjustment to gain on prior period sale of division  1,094        Income before income taxes  8,135  401 Provision for income taxes  2,823  139     NET INCOME $5,312 $262     Net Income per Common Share:       Basic $0.20 $0.01     Diluted $0.20 $0.01     
*See notes to consolidated financial statements.*

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**INTERMAGNETICS GENERAL CORPORATION****CONSOLIDATED STATEMENTS OF CASH FLOWS**(Dollars in Thousands)(Unaudited)
  **Three Months Ended**      **August 29** **August 24,**   **2004** **2003**     OPERATING ACTIVITIES       Net income $5,312 $262 Adjustments to reconcile net income to net cash provided by operating activities:       Depreciation and amortization  2,988  1,526 Provision for deferred taxes       Stock based compensation  1,127  86 Change in discount on note receivable     (25)Amortization of debt issuance costs  163    Adjustment to pior period gain on sale of division  (1,094)   Change in operating assets and liabilities net of effects from purchase of MRID:       (Increase) decrease in accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts  (4,508) 6,194 (Increase) decrease in inventories and prepaid expenses and other assets  (141) (5,273)Increase (decrease) in accounts payable and accrued expenses  2,097  (3,282)    NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES  5,944  (512)        INVESTING ACTIVITIES       Purchases of property, plant and equipment  (1,693) (1,350)Purchase of Invivo, net of cash acquired  (71)   Purchase of MRID, net of cash acquired  (38,212)   Investment in patent rights  (258)   Cash in lieu of fractional shares  (10)       NET CASH USED IN INVESTING ACTIVITIES  (40,244) (1,350)        FINANCING ACTIVITIES       Proceeds from sale of Common Stock, including exercise of stock options  481  2,642 Proceeds from employees—Executive Stock Purchase Plan  20    Purchase of Treasury Stock  (1,603) (1,719)Payment to obtain debt financing  (155)   Proceeds from long term borrowings  45,000    Principal payments on note payable and long-term debt  (10,764) (67)    NET CASH PROVIDED BY FINANCING ACTIVITIES  32,979  856         EFFECT OF EXCHANGE RATE CHANGES ON CASH  278        DECREASES IN CASH AND CASH EQUIVALENTS  (1,043) (1,006)        CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD  11,868  88,514     CASH AND CASH EQUIVALENTS AT END OF PERIOD $10,825 $87,508     SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:       Issuance of note payable as consideration for purchase of MRID due in 2007 $5,000          
*See notes to consolidated financial statements.*

 

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**INTERMAGNETICS GENERAL CORPORATION****CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)**Three Months Ended August 29, 2004(Dollars in Thousands)(Unaudited)
  **Common****Stock** **Additional****Paid-in****Capital** **Retained****Earnings** **Accumulated****Other****Comprehensive****Income (Loss)** **Treasury****Stock** **Notes****Receivable****from****Employees** **Comprehensive****Income**          **Balances at May 30, 2004** $2,707 $146,153 $44,944 $(134)$(14,680)$(3,421)   Comprehensive income:                      Net income        5,312            5,312 Loss on derivatives, net of tax benefit           (89)       (89)Unrealized gain on foreign currency translation           278        278                      Total comprehensive income                   $5,501                      Issuance of 297,316 shares of Common Stock, related to exercises of stock options and stock based compensation  30  450                Issuance of 2,459,724 shares for purchase of MRID  246  51,826                Repayments of notes receivable                 20    Restricted Stock     981                Cash in lieu of fractional shares     (10)               Treasury stock, upon exercise of stock options              (1,603)                 **Balances at August 29, 2004** $2,983 $199,400 $50,256 $55 $(16,283)$(3,401)              
*See notes to consolidated financial statements.*

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**INTERMAGNETICS GENERAL CORPORATION****NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
Note A—General
In the opinion of Management, the    accompanying unaudited consolidated financial statements contain all adjustments,    which are of a normal recurring nature, necessary to present fairly the Company’s    financial position at August 29, 2004 and the results of its operations,    cash flows and changes in shareholders’ equity for the periods presented.    The results for the three months ended August 29, 2004 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 30,    2004, filed on Form 10-K and Form 10-K/A on August 13, 2004 and August 20,    2004, respectively.

It is the Company’s policy to reclassify prior period consolidated financial statements to conform to current year presentation.
Note B—Acquisition
On July 16, 2004, the Company completed    its 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. As aresult    of the acquisition, MRID became a wholly-owned subsidiary of the Company.    The deal was structured as a cash and stock transaction which included a    $45.0 million cash payment, a three-year $5 million promissory note and 2,459,724    shares of Company common stock with a value of $52.1 million based on the    average closing stock price for two days prior to and after the measurement    date which was determined to be June 9, 2004 in accordance with Emerging    Issues Task Force (EITF) No. 99-12. Fifty percent of the stock is restricted    from sale for two years and the other fifty percent for three years. The    cash portion of the consideration was financed through our credit facility    that was amended effective May 2004 to expand the aggregate committed amount    by $30 million to $130 million. MRID’s results of operations have been    included in our consolidated financial statements since the date of acquisition    of July 16, 2004. Management believes that, in addition to the financial    benefits, the acquisition of MRID will provide an expanded high value add    product portfolio that will serve the broader MRI market. In addition, Intermagnetics    expects to add incremental value to this acquisition through the integration    with the global sales team that the Company assumed in its acquisition    of Invivo Corp. effective January 27, 2004. The following represents the    initial allocation of the total purchase price to the assets acquired and    liabilities assumed:

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  **(In thousands)**    Consideration:    Cash paid to MRID shareholders $44,177 Issuance of Intermagnetics Common Stock to MRID Shareholders (2,459,724 shares at $21.17)  52,072 Promissory note payable (payable in three years from closing date)  5,000 Transaction costs paid  877    Total purchase price $102,126         Allocated to:    Working capital, less inventory $14,853 Inventory  7,351 Property and equipment  6,991 Deferred tax liability  (10,555)Long-term debt  (2,783)Intangible assets:    Trade name/Trademarks  4,750 Original equipment manufacturer customer (OEM) relationships  11,140 Know-how and core technology  11,280 Product technology and design  1,960 Goodwill  57,139    Total $102,126    
The allocation of the purchase price is based on an initial estimate of their fair values. The Company is in the process of obtaining an independent valuation from a nationally recognized valuation firm to assist in the allocation of the purchase price. The Company anticipates receiving the final valuation report before November 28, 2004.

The following (unaudited) pro forma consolidated income statements have been prepared in accordance with SFAS No. 141 “Business Combinations” as if the acquisition of MRID occurred at the beginning of the earliest period presented:
  **Three Months Ended**   **August 29,** **August 24,**   **2004** **2003**     Net sales $66,208 $49,242             Net income $6,170 $1,890     Earnings per share:       Basic $0.23 $0.07     Diluted $0.23 $0.07     
The above pro forma results do not include any anticipated revenue synergies.

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Note C—Earnings Per Common Share
In July 2004, the Company’s Board of Directors declared a three-for-two split on all outstanding shares of its common stock. The split was completed in the form of a fifty percent stock dividend, effective August 17, 2004 to shareholders of record on July 23, 2004. 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**      **August 29, 2004** **August 24, 2003**     Income available to Common shareholders $5,312 $262     Weighted average shares  26,689,907  24,725,249         Dilutive potential Common Shares:       Warrants  69,430  6,231 Restricted stock  4,331    Stock options  473,909  485,914     Adjusted weighted average shares  27,237,577  25,217,394         Net income per Common Share:       Basic $0.20 $0.01     Diluted $0.20 $0.01     
As of August 29, 2004 the Company had 1,293,900 shares of restricted stock, net of forfeitures, outstanding to key employees. These shares are restricted units, which will convert into common stock only upon the achievement of pre-determined targeted growth in the Company’s pre-tax diluted earnings per share with a beginning threshold of greater than eight percent, compounded, over the next five fiscal years but weighted more significantly to achieving fifteen percent compounded growth over the five year period. For 1,131,000 of these shares, the vesting schedule in fiscal years 2003 through 2007 is 0%, 0%, 15%, 20% and 65% respectively. For 162,900 of these shares, the vesting schedule in fiscal years 2003 through 2007 is 0%, 0%, 0%, 40% and 60%, respectively. In the current year, management has determined that it is probable that performance targets will be met, and has recognized expense in the three months ended August 29, 2004 of $981,000. Additional shares of restricted stock may be granted to newly hired key employees.

As of August 29, 2004 the Company had granted 20,802 shares of restricted stock to the Board of Directors. These shares are vesting over a 5 year timeframe at 10%, 10%, 10%, 10%, and 60%, respectively. For three months ended August 29, 2004 and August 24,2003 the Company had recorded expense of $7,500, and $3,750, respectively.

As of August 29, 2004 the Company    had outstanding 25,500 shares of restricted stock to certain employees. These    shares are vesting over time ranging from 1 to 3 years. For the three months    ended August 29, 2004 and August 24, 2003 the Company had recorded expense    of $29,200 and $17,647 respectively.

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Note D—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 following table is a reconciliation of the change in the aggregate accrual for product warranty for the three months ended August 29, 2004:
  **Three Months**   **Ended** **(Dollars in thousands)** **August 29, 2004**    Balance at May 30, 2004 $3,189 Reserves acquired from acquisition of MRID Corp.  87 Warranty expense  258 Cost of warranty performed  (389)   Balance at August 29, 2004 $3,145    
 
Note E—Long-term Debt
On July 16, 2004, the Company borrowed $45.0 million from its amended unsecured credit facility to partially finance the acquisition of MRID. As a result of the acquisition, the Company assumed from MRID a $3.1 million term loan note due in October 2007. The term loan is unsecured, except for a negative pledge that the Company will not use their Gainesville, Florida facility as collateral for any additional financing. The note also includes a prepayment penalty of 2% to 5%, depending on the year of prepayment. Up to 20% of the note payable can be prepaid annually without penalty. The note bears interest at 5.85% and is payable in monthly installments with the balance due in October 2007. As of August 29, 2004, the Company had the following long-term debt outstanding:
  **As of**    **(In thousands)** **August 29,** **May 25,**   **2004** **2004**     Long-Term Debt:       Mortgages and notes payable $8,700 $5,744 Term loan ($25 million)  23,125  24,062 Revolving line of credit ($105 milllion)  67,000  32,000     Total long-term debt  98,825  61,806         Less current maturities  4,481  4,171             Long-term debt excluding current maturities $94,344 $57,635     
As of August 29, 2004, the Company had $37.4 million additional borrowing capacity under its unsecured credit facility which is net of $565,000 of stand by letters of credit issued to the Company’s insurance agent as collateral for potential workers’ compensation claims.

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Note F—New Accounting Pronouncements
There have been no new material accounting pronouncements that are applicable to the Company’s business for this period.
Note G—Stock Compensation
The Company accounts for its stock compensation arrangements using the intrinsic value method under the provisions of APB No. 25, accounting for stock issued to employees. 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.
**(Dollars in Thousands, Except Per Share Amounts)**   **Three Months Ended**   **August 29,****2004** **August 24,****2003**     Net income (as reported) $5,312 $262 Add recorded non-cash stock compensation, net of tax  736  56 Less non-cash stock compensation under SFAS No. 123, net of tax  (1,138) (522)    Pro forma Net Income (Loss) $4,910 $(204) Earnings per Common Share (as reported):       Basic $0.20 $0.01     Diluted $0.20 $0.01     Earnings (Loss) per Common Share (pro forma):       Basic $0.18 ($0.01)    Diluted $0.18 ($0.01)    
 
Note H—Segment and Related Information
The Company operates in four reportable    segments: Magnetic Resonance Imaging (MRI), Medical Devices, Instrumentation,    and Energy Technology. The MRI segment consists primarily of the manufacture    and sale of magnets (by the IGC-Magnet Business Group) and radio frequency    coils (by IGC-Medical Advances Inc and now by recently acquired MRI Devices    Corp.). These products are used principally in the medical diagnostic imaging    market. The Medical Devices segment includes the design, manufacture and    sale of patient monitoring systems (by Invivo Corp.) and the sale of radio    frequency coils manufactured by units within the MRI segment. The sale of    these coils represents sales to external customers and, as a result, is reported    in the Medical Devices segment. The intersegment sale is eliminated from the    MRI segment as shown in the table below. The Instrumentation segment consists    of the manufacture and sale of refrigeration equipment (by IGC-Polycold Systems    Inc.), used primarily in ultra-high vacuum applications, industrial coatings,    analytical instrumentation, medical diagnostics and semiconductor processing    and testing. The Energy Technology segment, operated through SuperPower Inc.,    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. The Company    evaluates the performance of its reportable segments based on operating income    (loss).

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Summarized financial information concerning the Company’s reportable segments is shown in the following table:
**SEGMENT DATA** **Three Months Ended**   **August 29, 2004** **(Dollars in Thousands)** **Magnetic****Resonance****Imaging** **Medical****Devices** **Instrumentation** **Energy****Technology** **Total**        Net sales to external customers:                Magnet systems & components $31,341          $31,341 Patient Monitors    $18,632        18,632 Refrigeration equipment       $8,225     8,225 Other          $1,550  1,550        Total  31,341  18,632  8,225  1,550  59,748 Intersegment sales  1,467           1,467 Segment operating profit (loss)  6,134  1,308  2,513  (2,102) 7,853 Total assets $343,818 $32,591 $11,068 $10,099 $397,576                    **August 24, 2003**   **Magnetic****Resonance****Imaging** **Medical****Devices** **Instrumentation** **Energy****Technology** **Total**        Net sales to external customers:                Magnet systems & components $14,427          $14,427 Refrigeration equipment       $5,810     5,810 Other          $2,032  2,032        Total  14,427  —  5,810  2,032  22,269 Segment operating profit (loss)  211  —  593  (562) 242 Total assets $162,854 $— $9,339 $10,673 $182,866 
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The following are reconciliations of the information used by the chief operating decision maker to the Company’s consolidated totals:
**Dollars in thousands** **Three Months Ended**   **August 29, 2004** **August 24, 2003**     Reconciliation of income before income taxes:       Total operating profit from reportable segments $7,853 $242 Interest and other income  202  281 Adjustment to gain on prior period sale of division  1,094    Interest and other expense  (1,014) (122)    Income before income taxes $8,135 $401     
 
Note I—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 August 29, 2004**             **Gross****Carrying****Amount** **Accumulated****Amortization** **Weighted****Average Life****in Years**      Amortized intangible assets          Production rights $9,000 $7,424  5.6 Patents  3,785  1,039  18.0 Unpatented technology  930  930  5.0 Trade names/trademarks  17,220  715  20.0 Product name/trademark  1,350  56  14.0 Know-how and core technology  17,940  627  9.3 Product technology and design  4,930  288  6.6 OEM customer relationships  16,790  382  12.7 Order backlog  540  540  0.3        $72,485 $12,001  12.4        
Aggregate amortization expense for the three months ended August 29, 2004 and August 24, 2003 was $1,396,000 and $461,000, respectively.
**Estimated Amortization Expense:** For the year ending May 2005 $6,698 For the year ending May 2006 $5,603 For the year ending May 2007 $5,470 For the year ending May 2008 $5,470 For the year ending May 2009 $5,459 
All intangibles are amortized on a straight line basis.

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The changes in the carrying amount of goodwill between May 30, 2004 and August 29, 2004 are as follows:
**(In thousands)** **MRI****Segment**    Goodwill as of May 30, 2004 $118,816 Goodwill acquired on July 16, 2004 with the acquisition ofMRI Devices Corp. (preliminary purchase price allocation)  57,139 Adjustments to purchase price allocation of Invivo  71    Goodwill as of August 29, 2004 $176,026    
Management has evaluated goodwill excluding the goodwill generated from the acquisition of Invivo and MRID for impairment during the quarter ended November 23, 2003 in accordance with SFAS No. 142 and determined no impairment exists. Management will perform thenext annual goodwill impairment test during the quarter ended November 28, 2004 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 J—Environmental Remediation
On October 25, 2001, the Company sold substantially all of the assets of IGC-Advanced Superconductors (IGC-AS), a division that manufactured low temperature superconducting wire and tape. The sale was subject to a purchase agreement, dated October 4, 2001,between the Company and Outokumpu Copper Products Oy and Outokumpu Advanced Superconductors Inc. (together, the “Purchasers”). In connection with the sale of IGC-AS, the Company had recorded a $1.5 million liability related to environmental investigation and potential remediation costs to be incurred by the Company under certain property transfer laws of the State of Connecticut. Management had estimated the original liability based upon information provided by environmental engineers. On August 16, 2004 we received a communication from our environmental engineers stating that based on communications with the Connecticut Departmental of Environmental Protection (CDEP) and various site assessments, it was determined that the Company’s current environmental remediation liability related to the sale of IGC-AS is $100,000. As a result of this communication, the Company reduced its current liabilities resulting in an adjustment to the gain on a prior period sale of a division of $1.1 million. As of August 29, 2004, the total remaining environmental remediation relating to the divestitures of IGC-APD and IGC-AS was approximately $551,000.
Note K—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, 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 shareholders’ equity    as other comprehensive income (loss).

The Company has entered into interest rate swap agreements to reduce the effect of changes in interest rates on its floating rate long-term debt. On August 29, 2004, the Company had outstanding interest rate swap agreements with a

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commercial bank, having a notional principal amount of approximately $4.3 million. Those agreements effectively change the Company’s interest rate exposure on its mortgages due in 2005 to a fixed 6.88%. The interest rate swap agreement matures at the time the related notes mature. The fair value of this interest rate swap increased $36,000 to $(189,000) during the quarter ended August 29, 2004.

On February 5, 2004, the Company    entered into a separate interest rate swap agreement with a commercial bank,    having a current notional principal amount of $23.1 million. This agreement    effectively hedges the Company’s interest rate exposure on its $25 million    term loan due on December 31, 2008 to a fixed rate of 2.95% plus applicable    margins. The interest rate swap agreement corresponds with the repayment    terms of the term loan and matures on December 31, 2008. The fair value of    this interest rate swap decreased $172,000 to $81,000 during the quarter ended    August 29, 2004.

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 quarter ended August 29, 2004 the Company recorded an other comprehensive loss of $89,000 net of tax for the two interest rate swap agreements.

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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 2005 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.

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.
Company Overview
On July 16, 2004, 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. As a result of the acquisition, MRID became a wholly-owned subsidiary of the Company. The deal was structured as a cash and stock transaction which included a $45.0 million cash payment, a three-year $5 million promissory note and 2,459,724 shares of Company common stock with avalue of $52.1 million based on the average closing stock price for two days prior to and after the measurement date which was determined to be June 9, 2004 in accordance with Emerging Issues Task Force (EITF) No. 99-12. Fifty percent of the stock is restricted from sale for two years and the other fifty percent for three years. The cash portion of the consideration was financed through our credit facility that was recently amended to expand the aggregate committed amount by $30 million to $130 million. MRID’s results of operations have been included in our consolidated financial statements since the date of acquisition of July 16, 2004 and are included in our discussion on the Results of Operations below. Management believes that, in addition to the financial benefits, the acquisition of MRID will provide an expanded high value add product portfolio that will serve the broader MRI market. In addition, Intermagnetics expects to add incremental value to this acquisition through the integration with the world-class global sales team that the Company assumed in its acquisition of Invivo Corp. effective January 27, 2004.

On July 15, 2004, our Board of Directors declared a three-for-two split on all outstanding shares of our common stock. The split was completed in the form of a fifty percent stock dividend, effective August 17, 2004 to shareholders of record on July 23, 2004.

 

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On January 27, 2004, we completed      our purchase of Invivo, which was acquired through a public tender offer.      Invivo designs, manufactures and markets patient monitoring systems. These      monitoring systems measure and display vital signs of patients in medical      settings, particularly during magnetic resonance imaging procedures. As      a result of the acquisition, Invivo became a wholly-owned subsidiary of      the Company. The acquisition of Invivo substantially expands our direct      sales team and customer base. Invivo’s results of operations have      been included in our consolidated financial statements since the date of      acquisition of January 27, 2004 and are included in our discussion on Results      of Operations below. The total acquisition price for Invivo was $159.2      million including professional fees and other acquisition related costs.      The source of funds for the acquisition was a combination of our available      cash and borrowings totaling $67 million under our existing $130 million      unsecured credit facility.

We operate in four reportable segments: Magnetic Resonance Imaging (“MRI”), Medical Devices, Instrumentation, and Energy Technology. The MRI segment primarily consists of IGC-MBG which manufactures and sells low temperature superconducting (“LTS”) magnets that are used in MRI systems. IGC-MAI and recently acquired MRI Devices Corp. design and manufacture radio frequency (RF) coils used in conjunction with magnetic resonance imaging (MRI) systems.

Our newly formed Medical Devices    segment consists of Invivo Corporation (“Invivo”),    which we acquired effective January 27, 2004. Invivo designs, manufactures    and sells patient monitors, primarily for use in MRI suites and for centralized    nursing monitoring stations. In addition, Invivo sells radio frequency coils    manufactured by units within the MRI segment. The sale of these coils, represents    sales to external customers and, as a result, is reported in the Medical    Devices segment.

Our Instrumentation segment provides cryogenic refrigeration equipment used primarily in ultra-high vacuum applications, industrial coatings, analytical instrumentation and semiconductor processing and testing through our wholly-owned subsidiary, IGC-Polycold Systems Inc. (“Polycold”).

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.

Intersegment sales and transfers are accounted for as if the sales or transfers were to third parties, that is, at current market prices. The Company evaluates the performance of its reportable segments based on operating income (loss). 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.

 

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The Company recognizes revenue      and profit on certain long-term development contracts based upon actual      costs incurred plus earned profit when these costs are less than the milestone      value and the milestone has been achieved or milestone value when the actual      costs exceed the milestone value. On other long-term development contracts      revenue is recognized upon actual costs and earned profit. Both of these      types of contracts typically provide engineering services to achieve a      specific scientific result relating to superconductivity. Some of these      contracts require the Company to contribute to the development effort.      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 Companydoes not reduce Internal      Research and Development by the funding received. When it appears probable      that estimated costs will exceed available funding, and the Company is      not successful in securing additional funding, the Company records the      estimated additional expensebefore it is incurred.

In certain 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 August 29, 2004, and August 24, 2003, these systems comprised approximately 0.0% and. 5.1%, respectively of consolidated revenue for the three months then ended.

The Company maintains a reserve for inventory that may 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 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. 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 involves significant judgments based upon short and long-term projections of future performance. Changes instrategy and/or market conditions may result in adjustments to recorded asset balances.

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.

The Company maintains a provision    for potential environmental remediation for businesses disposed of during    fiscal 2002 (see also Note J in the notes to the consolidated financial statements    included herein). These provisions are based upon in part, the advice from    environmental engineers that have visited the sites and understand the scope    of the project, should a cleanup be required. These engineers are experienced    in such matters and with the appropriate government rulings in similar circumstances.    We made our provision based on the estimate provided which 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 based on estimates from environmental engineers. If unexpected costs    related to the environmental issues are incurred additional provisions will    be needed.

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The Company records an investment    impairment charge on available-for-sale securities when it believes an investment    has experienced a decline in value that is other than temporary. Future adverse    changes in market conditions or poor operating results of underlying investments    could result in losses or an inability to recover the carrying value of the    investment. During fiscal 2004 the Company sold KryoTech, Inc. securities    for $114,000 which was written down to zero during fiscal 2003. This write    down was in accordance with the belief that the impairment of these securities    was other than temporary. As of May 30, 2004 the Company no longer held any    available for sale securities.
Results of Operations
Sales increased about $37.5 million or 168.3%, to $59.7 million, for the three months ended August 29, 2004, from $22.3 million for the same period last year. This increase was primarily achieved through contributions from each of our manufacturing segments; driven by the inclusion of six weeks of sales from MRID and a full quarter of Invivo.
 **MRI Segment Sales**
MRI segment sales during the first fiscal quarter increased $16.9 million or 117.2% to $31.3 million compared to the same quarter last year. Magnet sales increased about 105% resulting from higher volumes and a favorable mix. During the same period last year magnet sales were impacted by the previously disclosed agreement to reduce magnet shipments to our largest customer in an effort to manage their inventory in exchange for a lengthening of our exclusive evergreen supply agreement. RF-Coil sales increased about 172% which includes $4.1 million of sales from recently acquired MRID.
 **Medical Devices Sales**
Our newly formed Medical Devices segment provided $18.6 million of sales for the quarter ended August 29, 2004.
 **Instrumentation Segment Sales**
Instrumentation segment sales for the current quarter ended August 29, 2004, increased $2.4 million or 41.6% to $8.2 million over the same quarter last year. This increase is primarily due to sales and service growth for vacuum-related products across a broad range of non-semiconductor customers in Europe, the United States and the Pacific Rim.
 **Energy Technology Segment Sales**
Sales of the Energy Technology segment decreased $482,000 or 23.7% to $1.6 million for the three months ended August 29, 2004, over the corresponding period last year as result of a net decrease in government and third-party billable revenue on pre-existing programs primarily involving HTS devices.
 **Gross Margin**
Consolidated gross margin increased    $18.5 million to about $27.0 million or 45.2% of sales compared to the same    period last year of $8.5 million or 38.1% of sales. The increase in both    absolute dollars and as a percent of sales in the MRI segment corresponds    to the increase in sales, the inclusion of MRID’s    higher margin sales as well as the continued benefits of this segments cost    savings efforts, which all combined, increased about $8.4 million. The Medical    Devices segment contributed $9.4 million of gross product margin during the    quarter which included about $138,000 of costs incurred for relocating manufacturing    operations from our Arleta, CA facility to our Orlando, FL facility. The    Instrumentation segment increased $1.6 million leveraging off of increased    sales combined with the continued benefit of this segment’s lean manufacturing    initiatives. Partially offsetting the consolidated increase in gross product    margins was a decline in our Energy Technology segment of about $744,000    due to timing differences in funding received from certain third party development  contracts versus related costs expensed in prior periods.

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 **Product Research and Development**
Product research and development    increased $2.2 million or 76.2% to $5.1 million from $2.9 million for the    three months ended August 29, 2004. This increase primarily resulted from    increased spending on various HTS projects in our Energy Technology segment,    new product development programs in our MRI segment and the contribution    of new product development in our Medical Devices segment. These increases    were partially offset by a decline in spending in our Instrumentation segment    as resources were focused on certain cost reduction and sustaining engineering    priorities.
 **Selling, General and Administrative**
For the three months ended August 29, 2004, selling, general and administrative expenses and stock based compensation, increased $7.7 million to $12.6 million from $4.9 million for the same period last year. This increase is primarily due to about $360,000 of internal acquisitions and integration costs related to our acquisition of MRID and Invivo combined with the inclusion of Invivo’s and MRID’s selling, general and administrative costs of about $5.4 million and $500,000, respectively. In addition, we recognized about $981,000 of stock based compensation relating to Management’s performance based restricted stock plan. The remaining increases resulted from increased incentive compensation accruals and staffing costs in filling open positions in our MRI segment.
 **Amortization of Intangible Assets**
Amortization expense of $1.4 million for the three month period ended August 29, 2004, increased about $935,000 from the corresponding period last year. The increase is due to the addition of the amortizable intangible assets resulting from our acquisition of Invivo on January 27, 2004 and MRID on July 16, 2004.
 **Operating Income**
For the first quarter of fiscal year 2005, operating income increased $7.7 million to $7.9 million from $242,000 over the same period last year. This increase is primarily due to improved sales and margins partially offset by internal acquisition and integration costs combined with the increases in amortization and stock based compensation. Excluding the internal acquisition and integration charges of about $517,000, operating income for the current period would have been $8.4 million which represents an increase of $8.1 million or over the same period last year. See the reconciliation below.

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Reconciliation of financial statements to GAAP equivalent
  **Three Months Ended**   **August 29,****2004** **August 24,****2003**     As reported operating income $7,853 $242 Internal          acquisition and integration charges (included in selling, general and          administrative, cost of products sold and product research and development expenses)  517  —     Operating          income, excluding internal acquisition and integration charges $8,370 $242     
The Company believes this table provides helpful information for assessing the impact of our acquisitions of Invivo and MRID.
 **Interest and Other**
Interest and other income of $202,000 for the current quarter decreased $79,000 from the corresponding period last year. This decrease is primarily driven by our lower cash balances resulting from funding our acquisition of Invivo and MRID, partially offset by an improvement in the interest rate environment and grant income earned by MRID.

Interest and other expense of $1.0    million for the three months ended August 29, 2004, increased $892,000 from    the corresponding period last year. This increase is primarily driven by    the interest expense from the $112 million of proceeds borrowed under our    $130 million unsecured credit facility used to partially finance our acquisition    of Invivo and MRID, combined with about $4.4 million of debt assumed in our    acquisitions and a $5.0 million three year note payable accruing interest    at LIBOR plus 0.5% issued in conjunction with the MRID acquisition. As of    August 29, 2004, $90.1 million was outstanding under our unsecured credit    facility.

During the three months ended August    29, 2004, $1.1 million of other income was recognized resulting from a reduction    in the provision for potential environmental remediation relating to a business    disposed of during fiscal 2002 (see also Note J in the notes to the consolidated    financial statements included herein). Management originally estimated this    liability based upon information provided by environmental engineers. During    the current quarter, communication was received from our environmental engineers    that the probable risk of loss as of August 29, 2004 was only $100,000 which    resulted in a net reduction in the accrual of $1.1 million.

Our effective tax rate of 34.7% for the three months ended August 29, 2004 was unchanged from the previous year. We are in the process of analyzing the affect the recent acquisition will have on our future effective tax rate. We continue to review effective tax strategies to minimize our effective tax rate.
 **Liquidity and Capital Commitments**
For the three months ended August 29, 2004, we generated about $5.9 million in cash from operating activities compared to $512,000 of cash used in the same period last year. The increase in cash generated was primarily driven by the increase in earnings and a favorable cash impact on working capital fluctuations.

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For    the three months ended August 29, 2004, cash used by investing activities    of about $40.2 million, increased $38.8 million from $1.4 million during    the same period last year. This significant use of cash primarily resulted    from our acquisition of MRID effective July 16, 2004 which included the followingpayments:Cash paid:    Cash paid to MRID shareholders $44,177 Transaction costs  877 Less cash acquired from MRID  (6,842)     $38,212    
Additional investing activities during the current period included plant, property and equipment purchases of $1.7 million. During the same three month period last year, investing activities consisted of about $1.4 million of plant, property and equipment purchases.

Financing activities for the three months ended August 29, 2004, generated about $33.0 million which primarily comprised $45 million of proceeds received from long-term borrowings used to partially finance the acquisition of MRID, net of $10.8 million of principal payments. Additional financing activities during the quarter consisted of $481,000 from the exercise of stock options, partially offset by $1.6 million of treasury stock purchases. This is compared to the $856,000 of cash generated in the same period last year which mainly consisted of $2.6 million of proceeds received from stock option exercises partially offset by $1.7 million of treasury stock purchases.

See the consolidated statement of cash flows, located elsewhere in this report for further details on sources and uses of cash.

Our capital and resource commitments as of August 29, 2004 consisted of capital equipment commitments of approximately $701,000. These commitments consisted of machinery, equipment and tooling used to improve the production process 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.

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 credit facility. Longer-term, with substantial increases in sales volume and/or large research and development or capital expenditure requirements to pursue new opportunities in the Energy Technology segment, we 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. However, in the event funds were not available from these sources, or on acceptable terms, we would expect to manage our growth within the financing available.

Inflation has not had a material impact on our financial statements.

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Risk Factors
In addition to the risk factors set forth in the Company’s annual report on Form 10-K and 10-K/A for the year ended May 30, 2004 and elsewhere in this report:
 The Company May be Subject to Risk Associated with Acquisitions
The Company acquired Invivo Corp. (Invivo) 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 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
With the acquisition of Invivo, the Company now 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, small rural hospitals and other healthcare providers. Changes    in the law or new interpretations of existing laws may have a significant    effect on the Company’s costs of doing business and the amount of reimbursement    the Company receives from both government and third-party payors. 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.

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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 mortgages payable and an unsecured    $130 million credit facility consisting of a $105 million revolving line    of credit and a $25 million term loan. The Company manages interest rates    through various methods within contracts. On its mortgage payable, the Company    negotiated an “interest rate swap” agreement that, in effect, fixes    the rate at 6.88%. With respect to its unsecured 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    entered into an “interest rate swap” agreement that in effect,    fixes the rate on its $25 million term loan at 2.95% plus applicable margins.    See also Note K 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 duration of these securities are an average weighted duration of 90 days.

The Company does not believe that its exposure to commodity and foreign exchange risk is material.
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 were no 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.

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PART II: OTHER INFORMATION ITEM 6:     Exhibits and Reports on Form 8K.  (a)Exhibits
Certifications of Chief Executive Officer and Chief Financial Officer
 31.1Rule 13a-14(a)/15d-14(a) Certification (Chief Executive Officer)    31.2Rule 13a-14(a)/15d-14(a) Certification (Chief Financial Officer)    32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.    32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.  (b)Reports filed on Form 8K
On July 19, 2004, we filed a Current    Report on Form 8-K reporting an “Acquisition or Disposition of Assets” pursuant    to which we disclosed that we completed our acquisition of MRI Devices Corporation    which became effective July 16, 2004.

On September 29, 2004, we filed a    Current Report on Form 8-K/A providing the required audited historical financial    statements of MRI Devices Corporation (MRID) and the pro forma financial    statements reflecting our acquisition of MRID which became effective July    16, 2004.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 INTERMAGNETICS GENERAL CORPORATION   Dated: January 4, 2005By:/s/ Glenn H. Epstein        
Glenn H. Epstein    Chairman and Chief Executive Officer
    By:  /s/ Michael K. Burke  Dated:  January 4, 2005   Michael K. BurkeExecutive Vice President and Chief Financial Officer
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