United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
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![CHECK IN BALLOT BOX](https://capedge.com/proxy/10-Q/0000950124-01-503774/k65795pi5-180.gif) | | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2001, or |
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![OPEN BALLOT BOX](https://capedge.com/proxy/10-Q/0000950124-01-503774/k65795pi5-110.gif) | | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . |
Commission File No. 0-13787
INTERMET Corporation
(Exact name of registrant as specified in its charter)
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Georgia (State or other jurisdiction of incorporation or organization) | | 58-1563873 (IRS Employer Identification No.) |
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5445 Corporate Drive, Suite 200, Troy, Michigan (Address of principal executive offices) | | 48098-2683 (Zip code) |
(248) 952-2500
(Registrant’s telephone number, including area code)
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
At November 2, 2001 there were 25,415,324 shares of common stock, $0.10 par value, outstanding.
TABLE OF CONTENTS
Part I – Financial Information
Item 1. Financial Statements
INTERMET Corporation
Interim Condensed Consolidated Statements of Operations
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| | | | Three months ended | | | Nine months ended | |
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| | |
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| | | | September 30, | | | September 30, | | | September 30, | | | September 30, | |
| | | | 2001 | | | 2000 | | | 2001 | | | 2000 | |
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| | |
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| | | | (Unaudited) |
| | | | (in thousands of dollars, except per share data) |
Net sales | | $ | 197,871 | | | $ | 239,585 | | | $ | 649,986 | | | $ | 823,685 | |
Cost of sales | | | 183,975 | | | | 211,315 | | | | 592,841 | | | | 709,957 | |
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Gross profit | | | 13,896 | | | | 28,270 | | | | 57,145 | | | | 113,728 | |
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Operating expenses: | | | | | | | | | | | | | | | | |
| Selling, general and | | | | | | | | | | | | | | | | |
| administrative | | | 7,394 | | | | 9,141 | | | | 24,466 | | | | 29,121 | |
| Goodwill amortization | | | 1,572 | | | | 1,588 | | | | 4,726 | | | | 4,764 | |
| Other operating expenses | | | 279 | | | | (1,840 | ) | | | 218 | | | | 4,283 | |
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| | | 9,245 | | | | 8,889 | | | | 29,410 | | | | 38,168 | |
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Operating profit | | | 4,651 | | | | 19,381 | | | | 27,735 | | | | 75,560 | |
Other income (expense): | | | | | | | | | | | | | | | | |
| Interest, net | | | (9,248 | ) | | | (9,276 | ) | | | (25,297 | ) | | | (29,853 | ) |
| Other income, net | | | 260 | | | | 4,079 | | | | 921 | | | | 5,925 | |
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| | |
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| | | (8,988 | ) | | | (5,197 | ) | | | (24,376 | ) | | | (23,928 | ) |
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Income (loss) before income taxes | | | (4,337 | ) | | | 14,184 | | | | 3,359 | | | | 51,632 | |
Provision for income taxes | | | (1,633 | ) | | | 6,162 | | | | 1,903 | | | | 22,244 | |
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Net income (loss) | | $ | (2,704 | ) | | $ | 8,022 | | | $ | 1,456 | | | $ | 29,388 | |
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Income (loss) per common share – | | | | | | | | | | | | | | | | |
| | basic and diluted | | | ($0.11 | ) | | $ | 0.32 | | | $ | 0.06 | | | $ | 1.16 | |
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See accompanying notes.
2
INTERMET Corporation
Interim Condensed Consolidated Balance Sheets
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| | | | September 30, | | | December 31, | |
| | | | 2001 | | | 2000 | |
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| | | | (Unaudited) | | | | | |
| | | | (in thousands of dollars) | |
Assets | | | | | | | | |
Current assets: | | | | | | | | |
| Cash and cash equivalents | | $ | 18,450 | | | $ | 19,737 | |
| Accounts receivable: | | | | | | | | |
| | Trade, less allowance for doubtful accounts of $10,705 in 2001 and $9,451 in 2000 | | | 128,527 | | | | 125,745 | |
| | Other | | | 3,836 | | | | 9,136 | |
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| | | 132,363 | | | | 134,881 | |
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| Inventories | | | 76,601 | | | | 93,870 | |
| Other current assets | | | 18,216 | | | | 31,960 | |
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Total current assets | | | 245,630 | | | | 280,448 | |
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Property, plant and equipment, at cost | | | 665,236 | | | | 636,132 | |
Less: | | | | | | | | |
| Accumulated depreciation and foreign industrial development grants, net of amortization | | | 272,944 | | | | 238,498 | |
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Net property, plant and equipment | | | 392,292 | | | | 397,634 | |
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Intangibles, net of amortization | | | 220,497 | | | | 224,873 | |
Other noncurrent assets | | | 16,536 | | | | 15,841 | |
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| | $ | 874,955 | | | $ | 918,796 | |
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3
INTERMET Corporation
Interim Condensed Consolidated Balance Sheets
| | | | | | | | | |
| | | September 30, | | | December 31, | |
| | | 2001 | | | 2000 | |
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| | |
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| | | (Unaudited) | | | | | |
| | | (in thousands of dollars) | |
Liabilities and shareholders’ equity | | | | | | | | |
Current liabilities: | | | | | | | | |
| Accounts payable | | $ | 87,213 | | | $ | 103,501 | |
| Income taxes and other accrued liabilities | | | 61,522 | | | | 82,555 | |
| Long term debt due within one year | | | 21,665 | | | | 216,479 | |
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Total current liabilities | | | 170,400 | | | | 402,535 | |
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Noncurrent liabilities: | | | | | | | | |
| Long term debt due after one year | | | 377,979 | | | | 182,687 | |
| Other noncurrent liabilities | | | 46,936 | | | | 54,166 | |
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Total noncurrent liabilities | | | 424,915 | | | | 236,853 | |
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Shareholders’ equity: | | | | | | | | |
| Common stock | | | 2,592 | | | | 2,588 | |
| Capital in excess of par value | | | 57,171 | | | | 57,110 | |
| Retained earnings | | | 218,687 | | | | 220,279 | |
| Accumulated other comprehensive income | | | 1,405 | | | | (363 | ) |
| Unearned restricted stock | | | (215 | ) | | | (206 | ) |
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Total shareholders’ equity | | | 279,640 | | | | 279,408 | |
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| | $ | 874,955 | | | $ | 918,796 | |
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See accompanying notes.
4
INTERMET Corporation
Interim Condensed Consolidated Statements of Cash Flows
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| | | | Nine months ended | |
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| | | | September 30, | | | September 30, | |
| | | | 2001 | | | 2000 | |
| | | |
| | |
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| | | | (Unaudited) | |
| | | | (in thousands of dollars) | |
Operating activities: | | | | | | | | |
Net income | | $ | 1,456 | | | $ | 29,388 | |
Adjustments to reconcile net income to cash provided by operating activities: | | | | | | | | |
| Depreciation | | | 37,843 | | | | 35,025 | |
| Amortization | | | 5,693 | | | | 6,014 | |
| Result of equity investment | | | (668 | ) | | | (129 | ) |
| Net gain on disposal of fixed assets | | | | | | | (5,787 | ) |
| Changes in operating assets and liabilities: | | | | | | | | |
| | Accounts receivable | | | 1,885 | | | | (9,474 | ) |
| | Inventories | | | 17,141 | | | | 8,506 | |
| | Accounts payable and accrued taxes | | | (38,474 | ) | | | (24,356 | ) |
| | Other assets and liabilities | | | 3,996 | | | | (7,851 | ) |
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Net cash provided by operating activities | | | 28,872 | | | | 31,336 | |
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Investing activities: | | | | | | | | |
| Additions to property, plant and equipment | | | (28,725 | ) | | | (50,993 | ) |
| Additions to property, plant and equipment funded by insurance | | | (3,210 | ) | | | (29,700 | ) |
| Proceeds from insurance | | | 3,210 | | | | 29,700 | |
| Proceeds from sale of equity investment | | | | | | | 10,309 | |
| Proceeds from sale/replacement of fixed assets | | | | | | | 14,352 | |
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Net cash used in investing activities | | | (28,725 | ) | | | (26,332 | ) |
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Financing activities: | | | | | | | | |
| Net increase in revolving credit facility | | | 40,000 | | | | 6,500 | |
| Payoff of senior note | | | (200,000 | ) | | | (15,000 | ) |
| Proceeds from term loan | | | 182,750 | | | | 15,000 | |
| Net reduction in other debt | | | (22,260 | ) | | | (1,140 | ) |
| Dividends paid | | | (3,048 | ) | | | (3,046 | ) |
| Issuance of common stock | | | 65 | | | | 380 | |
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Net cash (used in) provided by financing activities | | | (2,493 | ) | | | 2,694 | |
Effect of exchange rate changes on cash and cash equivalents | | | 1,059 | | | | (3,576 | ) |
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Net increase (decrease) in cash and cash equivalents | | | (1,287 | ) | | | 4,122 | |
Cash and cash equivalents at beginning of period | | | 19,737 | | | | 3,416 | |
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Cash and cash equivalents at end of period | | $ | 18,450 | | | $ | 7,538 | |
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See accompanying notes.
5
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2001 (Unaudited)
The accompanying unaudited condensed consolidated financial statements of INTERMET Corporation and its subsidiaries have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three months and the nine months ended September 30, 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001. For further information, refer to the consolidated financial statements and footnotes included in INTERMET’s annual report on Form 10-K for the year ended December 31, 2000.
Some amounts previously reported in the 2000 financial statements have been reclassified to conform to the 2001 presentation.
The Financial Accounting Standards Board has recently issued two new pronouncements. Statement of Financial Accounting Standards (“SFAS”) 141, “Business Combinations” and SFAS 142 “ Goodwill and Other Intangible Assets” are both effective for fiscal years beginning after December 15, 2001. With the adoption of SFAS 142, starting in 2002, INTERMET will no longer amortize its goodwill, but will be required to complete annual evaluations of its value as is required by the new promulgated guidance. INTERMET is in the process of evaluating the impact of adopting these two new pronouncements.
Net inventories consist of the following (in thousands of dollars):
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| | September 30, | | | December 31, | |
| | 2001 | | | 2000 | |
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Finished goods | | $ | 13,798 | | | $ | 17,865 | |
Work in process | | | 15,518 | | | | 21,816 | |
Raw materials | | | 6,623 | | | | 8,940 | |
Supplies and patterns | | | 40,662 | | | | 45,249 | |
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| | $ | 76,601 | | | $ | 93,870 | |
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6
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2001 (Unaudited)
3. | | Property, Plant and Equipment |
Gross property, plant and equipment consist of the following (in thousands of dollars):
| | | | | | | | |
| | September 30, | | | December 31, | |
| | 2001 | | | 2000 | |
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| |
Land | | $ | 5,396 | | | $ | 5,408 | |
Buildings and improvements | | | 117,371 | | | | 116,181 | |
Machinery and equipment | | | 483,073 | | | | 467,819 | |
Construction in progress | | | 59,396 | | | | 46,724 | |
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| | $ | 665,236 | | | $ | 636,132 | |
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Intangible assets of $220,497,000 and $224,873,000 (net of accumulated amortization of $20,231,000 and $15,531,000) at September 30, 2001 and December 31, 2000, respectively, consist principally of costs in excess of net assets acquired. Such costs are being amortized using the straight-line method, principally over forty years.
In July of 2001 we entered into an agreement with our banks providing for a new term loan facility for $182.8 million, replacing the $200 million term loan and the $15 million unsecured note held by Scotia Bank. At the same time, we renegotiated certain of the terms of our existing $300 million revolving credit facility. The interest rate on the new term loan facility, as well as our existing revolving facility is currently LIBOR plus 3% (as of September 30, 2001 the rate was approximately 6%). The new term loan facility expires on December 20, 2002 while the term of the revolving facility remains in effect until November, 2004.
Long term debt consists of the following (in thousands of dollars):
| | | | | | | | |
| | September 30, | | | December 31, | |
| | 2001 | | | 2000 | |
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Total debt | | $ | 399,644 | | | $ | 399,166 | |
Less amounts due within one year | | | 21,665 | | | | 216,479 | |
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Debt due after one year | | $ | 377,979 | | | $ | 182,687 | |
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7
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2001 (Unaudited)
Maturities of long-term debt at September 30, 2001 and for each twelve month period ended September 30 are as follows (in thousands of dollars):
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2002 | | $ | 21,665 | |
2003 | | | 158,285 | |
2004 | | | 1,328 | |
2005 | | | 180,326 | |
Thereafter | | | 38,040 | |
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Totals | | $ | 399,644 | |
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Total comprehensive income consisted of the following:
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| | | Three months ended | | | Nine months ended | |
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| | | September 30, | | | September 30, | | | September 30, | | | September 30, | |
| | | 2001 | | | 2000 | | | 2001 | | | 2000 | |
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| | | | | | | (in thousands of dollars) | | | | | |
Net income(loss) | | | ($2,704 | ) | | $ | 8,022 | | | $ | 1,456 | | | $ | 29,388 | |
Other comprehensive income (loss): | | | | | | | | | | | | | | | | |
| Fair value of interest rate swap | | | (557 | ) | | | — | | | | (1,247 | ) | | | — | |
| Foreign currency translation adjustment | | | 3,276 | | | | (1,046 | ) | | | 3,015 | | | | 131 | |
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Total other comprehensive income (loss) | | | 2,719 | | | | (1,046 | ) | | | 1,768 | | | | 131 | |
Total comprehensive income | | $ | 15 | | | $ | 6,976 | | | $ | 3,224 | | | $ | 29,519 | |
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Effective January 1, 2001, INTERMET adopted SFAS 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended, which requires that all derivative instruments be reported on the balance sheet at fair value. The effect of SFAS 133 to INTERMET during the first nine months since adoption was to decrease Other Comprehensive Income by $1,247,000, net of related taxes. The adoption of SFAS 133 had no impact on the income statement for the period ending September 30, 2001. Since the interest rate swap hedge entered into was perfectly effective, the short cut method of accounting for derivatives was utilized in accounting for the transaction.
8
Our risk management policy is to protect our long-term debt at the lowest cost options available. We assess market conditions periodically to determine whether it is beneficial to enter into transactions which protect against interest rate fluctuations on the variable portion of our long-term debt.
9
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2001 (Unaudited)
8. | | Reporting for Business Segments |
We evaluate the operating performance of our business units individually. Under the provisions of SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” we have aggregated operating segments that have similar characteristics, including manufacturing processes and raw materials. Theferrous-metalssegment consists of ferrous foundry operations and their related machining operations. Thelight-metalssegment consists of aluminum, magnesium and zinc casting operations and their related machining operations.Corporate and otherconsists of operations that do not fall within the other segments and has been combined with the corporate business unit and its related expenses and eliminations. This information is displayed in the following table:
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| | | | | Corporate and | | | | |
| | Ferrous Metals | | | Light Metals | | | Other | | | Consolidated | |
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| | | | | | | (in thousands of dollars) | | | | | |
Three-month period ended September 30, 2001 | | | | | | | | | | | | | | | | | | | | |
| Net sales | | $ | 126,356 | | | $ | 69,643 | | | | | | | $ | 1,872 | | | $ | 197,871 | |
| Operating profit(loss) | | | 3,962 | | | | 2,786 | | | | | | | | (2,097 | ) | | | 4,651 | |
| Interest, net | | | | | | | | | | | | | | | (9,248 | ) | | | (9,248 | ) |
| Other, net | | | | | | | | | | | | | | | 260 | | | | 260 | |
| Taxes | | | | | | | | | | | | | | | 1,633 | | | | 1,633 | |
| | | | | | | | | | | | | | |
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| Net income (loss) | | | | | | | | | | | | | | | | | | | (2,704 | ) |
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Three-month period ended September 30, 2000 | | | | | | | | | | | | | | | | | | | | |
| Net sales | | $ | 139,195 | | | $ | 78,958 | | | | | | | $ | 21,432 | | | $ | 239,585 | |
| Operating profit | | | 14,444 | | | | 2,800 | | | | | | | | 2,137 | | | | 19,381 | |
| Interest, net | | | | | | | | | | | | | | | (9,276 | ) | | | (9,276 | ) |
| Other, net | | | | | | | | | | | | | | | 4,079 | | | | 4,079 | |
| Taxes | | | | | | | | | | | | | | | (6,162 | ) | | | (6,162 | ) |
| | | | | | | | | | | | | | |
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| Net income | | | | | | | | | | | | | | | | | | $ | 8,022 | |
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10
| | | | | | | | | | | | | | | | | | | | | |
| | | | | Corporate and | | | | |
| | | Ferrous Metals | | Light Metals | | | Other | | | Consolidated | |
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| | | | | | | (in thousands of dollars) | | | | | |
Nine-month period ended September 30, 2001 | | | | | | | | | | | | | | | | | | | |
| Net sales | | $ | 419,137 | | | $ | 231,068 | | | | | | | $ | (219 | ) | | $ | 649,986 | |
| Operating profit(loss) | | | 29,332 | | | | 9,946 | | | | | | | | (11,543 | ) | | | 27,735 | |
| Interest, net | | | | | | | | | | | | | | | (25,297 | ) | | | (25,297 | ) |
| Other, net | | | | | | | | | | | | | | | 921 | | | | 921 | |
| Taxes | | | | | | | | | | | | | | | (1,903 | ) | | | (1,903 | ) |
| | | | | | | | | | | | | | |
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| Net income | | | | | | | | | | | | | | | | | | $ | 1,456 | |
| | | | | | | | | | | | | | | | | |
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Nine-month period ended September 30, 2000 | | | | | | | | | | | | | | | | | | | | |
| Net sales | | $ | 498,911 | | | $ | 258,233 | | | | | | | $ | 66,541 | | | $ | 823,685 | |
| Operating profit | | | 57,293 | | | | 16,842 | | | | | | | | 1,425 | | | | 75,560 | |
| Interest, net | | | | | | | | | | | | | | | (29,853 | ) | | | (29,853 | ) |
| Other, net | | | | | | | | | | | | | | | 5,925 | | | | 5,925 | |
| Taxes | | | | | | | | | | | | | | | (22,244 | ) | | | (22,244 | ) |
| | | | | | | | | | | | | | |
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| Net income | | | | | | | | | | | | | | | | | | $ | 29,388 | |
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11
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2001 (Unaudited)
9. | | Environmental and Legal Matters |
INTERMET and its subsidiaries are a party to a number of environmental matters and legal proceedings in the ordinary course of business. We do not believe there are any pending or threatened legal proceedings to which we are a party, or to which any of our property is subject, that will have a material adverse effect on our consolidated financial position, results of operations or liquidity taken as a whole.
Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. The dilutive earnings per share calculation reflects the assumed exercise of stock options.
| | | | | | | | | | | | | | | | | | |
| | | | Three months ended | | | Nine months ended | |
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| | | | September 30, | | | September 30, | | | September 30, | | | September 30, | |
| | | | 2001 | | | 2000 | | | 2001 | | | 2000 | |
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| | | | | | | | (in thousands, except per share data) | | | | | |
Numerator: | | | | | | | | | | | | | | | | |
| Net income(loss) | | | ($2,704 | ) | | $ | 8,022 | | | $ | 1,456 | | | $ | 29,388 | |
Denominator: | | | | | | | | | | | | | | | | |
| Denominator for basic earnings per | | | | | | | | | | | | | | | | |
| | share – weighted average shares | | | 25,373 | | | | 25,364 | | | | 25,370 | | | | 25,361 | |
Effect of dilutive securities: | | | | | | | | | | | | | | | | |
| Stock options | | | 0 | | | | 67 | | | | 89 | | | | 66 | |
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Denominator for diluted earnings per share – adjusted weighted average shares and assumed exercise of options | | | 25,373 | | | | 25,431 | | | | 25,459 | | | | 25,427 | |
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Basic and diluted earnings(loss) | | | | | | | | | | | | | | | | |
per share | | | ($0.11 | ) | | $ | 0.32 | | | $ | 0.06 | | | $ | 1.16 | |
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12
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2001 (Unaudited)
11. | | Impairment of Assets and Shutdown |
During the fourth quarter of 1999, INTERMET’s board of directors authorized the closure of the Ironton Iron, Inc. facility. The decision to close this foundry was the principal reason for treating the assets as held for sale and valuing them at the estimated fair market value. Also at December 31, 1999, Ironton Iron, Inc. recorded a shut down accrual for the building demolition and remediation costs. Ironton Iron, Inc. is a wholly owned subsidiary of INTERMET.
During the period of January 1, 2001 through September 30, 2001, the Company paid approximately $2 million primarily for environmental remediation, which was included principally in accrued liabilities and accrued shutdown at December 31, 2000. The remaining shutdown costs accrued at September 30, 2001 of $57,000 are management’s estimate of the remaining costs for environmental remediation.
The $1 million of assets still held at Ironton were included as “Other current assets” on the accompanying balance sheet at September 30, 2001 and represents the estimated fair value of the remaining assets.
13
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2001 (Unaudited)
12. | | Insurance Update in 2001 |
As discussed in the December 31, 2000 annual report, we have completed the rebuild of our New River and Neunkirchen facilities. We reached a settlement with our insurer during the quarter ended September 30, 2001 for the assets lost and the resulting business interruption related to the New River facility. The Neunkirchen facility, as noted in the annual report, completed settlement with the insurance carrier before December 31, 2000. Refer to the December 31, 2000 annual report for further discussion.
On October 23, 2001, we announced our plans to close the Alexander City, Alabama lost-foam aluminum plant in mid-December 2001. Intermet purchased the foundry in 1995. Currently employing 117 people, the plant expects total sales of about $40 million for 2001. We expect to take a charge of about $0.40 per share in the fourth quarter of this year as a result of the shutdown.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Quantitative and Qualitative Disclosures about Market Risk contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in these sections, the words “anticipate,” “believe,” “estimate” and “expect” and similar expressions are generally intended to identify forward-looking statements. Readers are cautioned that any forward-looking statements, including statements regarding the intent, belief or current expectations of INTERMET or its management, are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of various factors including, but not limited to:
• | | General economic conditions, including any economic downturn in the markets in which we operate, including the effects of the September 11, 2001 terrorist attacks on the economy |
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• | | Fluctuations in worldwide or regional automobile and light and heavy truck production |
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• | | Changes in practices or policies of our significant customers toward outsourcing their requirements for automotive components |
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• | | Changes in the sourcing and pricing practices of our major customers, including demands for price concessions as a condition to retaining current business or obtaining new business |
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• | | Fluctuations in foreign currency exchange rates |
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• | | Fluctuations in interest rates that may affect our borrowing costs |
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• | | Fluctuations in the cost of raw materials, including the cost of energy, and our ability, if any, to pass those costs on to our customers |
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• | | Work stoppages or other labor disputes that could disrupt production at our facilities or those of our major customers |
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• | | Factors or presently unknown circumstances that may affect the charges related to the impairment of assets |
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• | | Our ability to fully utilize the capacity available from the rebuilding of our New River facility within the timeframes we are projecting |
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• | | Other risks as detailed from time to time in our filings with the Securities and Exchange Commission |
We do not intend to update these forward-looking statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Material Changes in Financial Condition
Through the third quarter of 2001 INTERMET generated cash from operations of $ 28.9 million while providing $31.3 million for the same period last year. Depreciation and amortization expense was $ 43.5 million year to date. As compared to December 31, 2000, accounts receivable decreased $1.9 million while inventory decreased $17.1 million. These fluctuations are a result of decreasing sales during the third quarter as compared to the same period last year. Accounts payable and accrued taxes decreased $38.5 million during the nine months ended September 30, 2001, due primarily to the decreased operating activity within the entire auto industry. During the first nine months we spent $31.9 million for the purchase of property, plant and equipment, of which $3.2 million was funded by insurance proceeds related to the New River explosion and the fire at Neunkirchen. Thus, investing activities for the first nine months of 2001 used cash of $28.7 million. Borrowings under our bank revolver increased $0.5 million in the first nine months of 2001. See further discussion in note five to the accompanying financial statements. Additionally, we paid $3.0 million in dividends during the first nine months of 2001. The Company has committed capital not yet spent of approximately $6.7 million as of September 30, 2001. We anticipate that the funds needed for the committed capital spending will come from operations.
Material Changes in Results of Operations – Three months ended September 30, 2001
Sales for the third quarter of 2001 were $197.9 million, down $41.7 million from the third quarter of 2000. Sales for operations in place and fully operational during both periods were down $31.6 million (14%). This decrease is almost entirely attributable to the decrease in sales of the domestic auto industry and its decreased production levels.Ferrous-metals segment sales were $126.4 million during the third quarter of 2001 compared to $139.2 million for the same period last year. This represents a decrease of $12.8 million or 9.2%. This decline was mainly caused by the lower North American vehicle production
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and more significantly, the market share loss of the traditional “Big Three” automakers.Light-metals segment salesdecreased $9.3 million (11.8%) for the three months ended September 30, 2001 as compared to the same period last year. This is also due to the slowdown in the automotive production.
Domestic salesfor the third quarter were $176.3 million down from $219.2 million for the same period last year. This decrease, $42.9 million, is largely explained by the slowdown in the automobile industry and the divestiture of Iowa Mold Tooling Co. Inc. (“IMT”) which was reported inCorporate and other. For operations in place both years, sales decreased $32.8 million or 16%.European salesduring the three months ended September 30, 2001 remained strong at $21.6 million. The effect of changes in the exchange rates on consolidated European sales was an unfavorable $0.2 million for the three-month period ended September 30, 2001, when compared using exchange rates for the same period in 2000.
Gross profits for the quarter ended September 30, 2001 and 2000 were $13.9 million and $28.3 million, respectively. Gross profit as a percentage of sales for the three months ended September 30, 2001 and 2000 was 7.0% and 11.8%, respectively. Excluding the results of New River and IMT, gross profit as a percentage of sales would have been 7.4% and 9.9%, respectively. The resulting decreased gross profit percentage is a result of the lower North American automotive activity and product mix.
SG&A, including amortization of goodwill, was 4.5% of sales for the three months ended September 30, 2001 and 2000. Other operating expenses were $2.0 million higher in the current period. This increase is due to the inclusion of $1.8 million of business interruption recovery at New River included in the three month period ended September 30, 2000.
Interest expense at $9.2 million is about the same as the previous year with the drop in LIBOR rate being offset by amortization of refinancing fees in the current quarter.
Other income of $0.3 million, has decreased from the same period of 2000. The prior year other income included approximately $4.6 million of gain, net of related expenses, associated with the replacement of depreciated fixed assets with new fixed assets as a result of the insurable events at the New River and Neunkirchen facilities.
The effective income tax rate was 37.7% and 43.4% for the third quarter of 2001 and 2000, respectively. The effective rate differs from the statutory rates as a result of the nondeductible goodwill the Company continues to amortize related to various acquisitions INTERMET has completed. With the adoption of SFAS 142, starting in 2002, INTERMET will no longer amortize its goodwill, but will be required to complete annual evaluations of its value as is required by the new promulgated guidance.
Material Changes in Results of Operations – Nine months ended September 30, 2001
INTERMET’stotal salesfor the first nine months of 2001 and 2000 were $650.0 million and $823.7 million, respectively. Again, the decrease relates primarily to the decreased production in the automotive market and the divestiture of IMT. For operations in place and fully functioning for both years, sales were down $122.0 million or 16.3%.Ferrous-metals segment sales were $79.8 million (16.0%) less in the nine-month period ended September 30, 2001 compared to the same period in 2000. This is due entirely to the situations affecting New River and the low production levels throughout the North American auto industry.Light-metals segment salesdecreased $27.2 million (10.5%) due to the slowdown in North American automotive production.Corporate and other salesdecreased 82.3% due to the divestiture of IMT.
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Domestic salesfor the nine-month periods ended September 30, 2001 and 2000 were $580.1 million and $750.6 million, respectively. The decrease is mainly due to decreased production levels in the North American automotive market, decreased sales for New River and the divestiture of IMT. Domestic sales for operations in place for both years were $558.3 million and $677.1 million, respectively.European salesduring the nine months ended September 30, 2001 were $69.9 million, flat with the same period last year. The effect of changes in the exchange rates on consolidated European sales was an unfavorable $3.7 million for the first nine months of 2001 when compared to the same period in 2000.
Gross profit for the nine-month period ended September 30, 2001 was $57.1 million, down 49.8% from the same time last year. Gross profit as a percentage of sales for these same periods were 8.8% and 13.8%, respectively. Gross profit as a percentage of sales were 9.1% and 13.5%, respectively, for facilities operating in both years. The decrease relates to the same reasons given for the decrease in the quarter ended September 30, 2001.
SG&A expenses, including amortization of goodwill, as a percent of sales were 4.5% for the nine months ended September 30, 2001 and 2000. Other operating income decreased $4.5 million reflecting the gain on fixed assets in 2000.
Interest expense has decreased $4.6 million from the prior year as the effective interest rate and debt levels have declined from the prior year.
Other income of $0.9 million, has decreased $5.0 million from the same period of 2000. The prior year other income included approximately $4.6 million of gain, net of related expenses, associated with the replacement of depreciated fixed assets with new fixed assets as a result of the insurable events at the New River and Neunkirchen facilities.
The effective income tax rate for the first nine months of 2001 and 2000 were 56.7% and 43.1%, respectively. The increased tax rate relates to the nondeductibility of goodwill. With lower income in 2001 compared to 2000 to offset the goodwill amortization, nondeductible goodwill causes a spike in the effective tax rate.
Insurance Update in 2001
As discussed in the December 31, 2000 annual report, INTERMET has completed the rebuild of our New River and Neunkirchen facilities. We reached a settlement with our insurer during the quarter ended September 30, 2001 for the assets lost and the resulting business interruption related to the New River facility. The Neunkirchen facility, as noted in the annual report, completed settlement with the insurance carrier before December 31, 2000. Refer to the December 31, 2000 annual report for further discussion.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are subject to market risk with regard to interest rate, foreign exchange and commodity pricing. We have analyzed the effect of these risks on the balance sheets, results of operations and cash flows and we consider the impact to be immaterial with respect to the commodity pricing risk.
There has been no material change in market risk with regard to interest rate and foreign exchange since December 31, 2000.
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Part II – Other Information
Item 1. Legal Proceedings
There have been no material changes in matters reported in the Form 10-K for the year ended December 31, 2000.
We are engaged in various legal proceedings and other matters incidental to our normal business activities. We do not believe there are any pending or threatened legal proceedings to which we are a party, or to which any of our property is subject, that will have a material effect on our consolidated financial position, results of operations or liquidity taken as a whole.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Securities Holders
None
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
None.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, INTERMET has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | INTERMET Corporation |
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| | By: /s/ Doretha Christoph
Doretha Christoph. Vice President of Finance and Chief Financial Officer Date: November 2, 2001 |
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