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Intergraph Corp – ‘10-Q/A’ for 6/30/00

On:  Wednesday, 8/23/00, at 3:42pm ET   ·   For:  6/30/00   ·   Accession #:  351145-0-28   ·   File #:  0-09722

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  As Of                Filer                Filing    For·On·As Docs:Size

 8/23/00  Intergraph Corp                   10-Q/A      6/30/00    1:8K

Amendment to Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q/A      Amendment to Quarterly Report                          4±    16K 

============================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 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 0-9722 INTERGRAPH CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 63-0573222 ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) Intergraph Corporation Huntsville, Alabama 35894-0001 ---------------------------------------- ------------ (Address of principal executive offices) (Zip Code) (256) 730-2000 ------------------ (Telephone Number) 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 X NO --- Common stock, par value $.10 per share: 49,380,467 shares outstanding as of June 30, 2000 ============================================================ This Form 10-Q/A hereby amends Item 1 - Note 19 of Notes to Consolidated Financial Statements and Item 2 of the Company's Form 10-Q for the quarterly period ended June 30, 2000. SUBSEQUENT EVENTS ----------------- On July 21, 2000, the Company completed the sale of the Intense3D graphics accelerator division of ICS to 3Dlabs, Inc. Ltd. ("3Dlabs"), a leading supplier of integrated hardware and software graphics accelerator solutions for workstations and design professionals. Full year 1999 third- party revenue for the Intense3D division approximated $38 million, with operating results at an approximate breakeven level. As initial consideration for the acquired assets, 3Dlabs issued to the Company approximately 3.6 million of its common shares, subject to a registration rights agreement and a three year irrevocable proxy granted to 3Dlabs, with an aggregate market value of approximately $13.2 million on the date of closing. As of the date of filing this Form 10-Q/A, the market value of these shares has declined by approximately $3.6 million. Fifteen percent of the shares have been placed in escrow for one year to cover any potential claims against the Company by 3Dlabs. The agreement also contains an earn-out provision based on various performance measures for Intense3D operations for the remainder of 2000 following the July 1 effective date of the sale. These performance measures include the financial contribution of the division, the retention of key employees by the division, the delivery schedules of new products, and the performance of products developed by the division. The earn-out provision provides an opportunity for additional proceeds of up to $25 million, payable in stock and/or cash at the option of 3Dlabs. Significant contingencies associated with the sale include potential penalties for the failure of ICS to meet its forecasted level of purchases from 3Dlabs and potential liability for inventory included in the sale, including inventory on order from SCI, that proves to be obsolete or excess. In addition, the Company serves as the intermediary between 3Dlabs and SCI for manufacturing performed by SCI for 3Dlabs, and as such, is exposed should 3Dlabs be unable to meet its obligations to SCI, though such exposure is mitigated by a certain payment guarantee in favor of the Company. See the Company's Annual Report on Form 10-K for the year ended December 31, 1999 for a discussion of the Company's business relationship with SCI. The Company expects to record a pretax gain from the initial proceeds of the sale of approximately $8 million in third quarter 2000, with any unrealized holding gains or losses on the Company's stock investment in 3Dlabs recorded as a component of "Accumulated other comprehensive income" in the Company's consolidated balance sheet. On July 21, 2000, the Company announced its intent to form a strategic alliance with Silicon Graphics, Inc. ("SGI"), a worldwide provider of high-performance computing and advanced graphics solutions, in which SGI will acquire certain of the Company's hardware business assets, including ICS's Zx10 family of workstations and servers. Under the proposed alliance, the Company will become a reseller for SGI and will offer its application solutions on the SGI platform. In connection with this agreement, the Company plans to purchase $100 million in SGI products and services over a three year period. The terms of the sale are still being finalized. The transaction is expected to close in third quarter 2000. These two transactions signal completion of the Company's exit of the development, design, and manufacture of hardware products, allowing the Company's operating segments to focus on providing software, systems integration, and services to the industries in which Intergraph is a market leader. Upon completion of these transactions, the Company expects to incur a nonrecurring charge to operations in the range of $10 million to $12 million, primarily for inventory and fixed asset write-offs, employee severance, and other costs incurred in connection with the shutdown of the remainder of the hardware development business. The Company will continue to sell hardware products from other vendors, including SGI, and to perform hardware maintenance services for its installed customer base. However, the Company anticipates that revenues from both of these sources will continue to decline over time as hardware will no longer be a primary focus of the Company. INTERGRAPH CORPORATION AND SUBSIDIARIES SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. INTERGRAPH CORPORATION ---------------------- (Registrant) By: /s/ John W. Wilhoite Date: August 23, 2000 -------------------------- --------------- John W. Wilhoite Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q/A’ Filing    Date    Other Filings
Filed on:8/23/00
For Period End:6/30/0010-Q
12/31/9910-K,  10-K/A
 List all Filings 
Filing Submission 0000351145-00-000028   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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