SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) November 15, 1995
-----------------
Intermet Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Georgia
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(State or Other Jurisdiction of Incorporation)
0-13787 58-1563873
- ----------------------- ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
5445 Corporate Drive, Suite 200, Troy Michigan 48098
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(Address of Principal Executive Offices) (Zip Code)
(810) 952-2500
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a)(1) Robinson Foundry, Inc. (Aluminum Division)
Independent Auditors' Report
Statement of Tangible Assets Sold - December 31, 1994
Statement of Revenues and Expenditures for the Year Ended
December 31, 1994
Notes to Statement of Tangible Assets Sold and Statement of
Revenues and Expenditures - December 31, 1994
Statement of Tangible Assets Sold at September 30, 1995
(Unaudited)
Statement of Revenues and Expenditures for the Nine Months
Ended September 30, 1995 (Unaudited)
(a)(2) Bodine-Robinson Company
Independent Auditors' Report
Balance Sheet at December 31, 1994
Statement of Income for the Year Ended December 31, 1994
Statement of Joint Venture Capital for the Year Ended
December 31, 1994
Statement of Cash Flows for the Year Ended December 31, 1994
Notes to Financial Statements - December 31, 1994
Balance Sheet at September 30, 1995 (Unaudited)
Statement of Revenues and Expenditures for the Nine Months
Ended September 30, 1995 (Unaudited)
(b) Intermet Corporation
Pro forma Consolidated Balance Sheet at October 1, 1995
(Unaudited)
Pro forma Consolidated Statements of Operations for the Nine
Months Ended October 1, 1994 (Unaudited)
Pro forma Consolidated Statements of Operations for the Nine
Months Ended October 1, 1995 (Unaudited)
Notes to Pro forma Consolidated Financial Statements
(Unaudited)
(c) Exhibits
23(a) Consent of Independent Accountants -
Robinson Foundry, Inc. (Aluminum Division)
23(b) Consent of Independent Accountants -
Bodine Robinson Company
INDEPENDENT AUDITORS' REPORT
To the Stockholders
Robinson Foundry, Inc.
We have audited the accompanying statement of tangible assets
sold of the Aluminum Division of Robinson Foundry, Inc. as of
December 31, 1994, and the related statement of revenues and
expenditures for the year then ended. These statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the statement of tangible assets sold and the related statement
of revenues and expenditures are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
presentation of these statements. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the statements referred to above present fairly,
in all material respects, the tangible assets sold as of December
31, 1994, and the revenues and expenditures of the Aluminum
Division of Robinson Foundry, Inc., for the year then ended, in
conformity with generally accepted accounting principles.
As discussed in Note 7, certain errors resulting in an
overstatement of previously reported sales as of December 31,
1994 were discovered by management of the Company during the
current year. Accordingly, the 1994 statement of revenues and
expenditures has been restated.
The accompanying statements were prepared for inclusion in the
Securities and Exchange Commission Current Report on Form 8-K and
10-Q of Intermet Corporation as described in Note 1 and are not
intended to be a complete presentation of Robinson Foundry,
Inc.'s financial position or results of operation.
/s/ Wilson, Price, Barranco & Billingsley, P.C.
November 7, 1995 except Note 6 as to which the date is
November 15, 1995 and Note 7 as to which the date is January 5, 1996.
1
ROBINSON FOUNDRY, INC. - ALUMINUM DIVISION
STATEMENT OF TANGIBLE ASSETS SOLD
DECEMBER 31, 1994
_________________________________________________________________
ASSETS SOLD
Inventories:
Raw materials $ 269,868
Work-in-process 11,660
Finished goods 67,882
----------
349,410
----------
Fixed assets:
Machinery and equipment 1,310,879
Less accumulated depreciation (1,029,240)
----------
281,639
----------
TOTAL ASSETS SOLD $ 631,049
==========
See accompanying accountants' opinion and notes to statement of
tangible assets sold and statement of revenues and expenditures.
2
ROBINSON FOUNDRY, INC. - ALUMINUM DIVISION
STATEMENT OF REVENUES AND EXPENDITURES
FOR THE YEAR ENDED DECEMBER 31, 1994
- ----------------------------------------------------------------
SALES $9,861,621
COST OF SALES 7,474,962
----------
GROSS PROFIT 2,386,659
----------
Operating expenses 909,910
Depreciation and amortization 21,807
----------
931,717
----------
INCOME FROM OPERATIONS 1,454,942
OTHER EXPENSE
Interest expense 82,540
----------
NET INCOME $1,372,402
==========
See accompanying accountants' opinion and notes to statement of tangible
assets sold and statement of revenues and expenditures.
3
ROBINSON FOUNDRY, INC. - ALUMINUM DIVISION
NOTES TO STATEMENT OF TANGIBLE ASSETS SOLD AND
STATEMENT OF REVENUES AND EXPENDITURES
DECEMBER 31, 1994
- ----------------------------------------------------------------
1. BASIS OF PRESENTATION
The accompanying statements of tangible assets sold as of
December 31, 1994 and revenues and expenditures for the year
then ended of the Aluminum Division of Robinson Foundry, Inc.
have been prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange
Commission (for inclusion in the Current Report on Form 8-K
and 10-Q of Intermet Corporation).
The statement of tangible assets sold includes the amounts of
certain tangible assets of the Company at December 31, 1994.
The tangible assets to be transferred are specifically
identified in Section 1.1 of the Acquisition Agreement for
the Aluminum Division of Robinson Foundry, Inc. dated
November 15, 1995 and include the inventories of the division
and certain machinery and equipment.
The statement of revenues and expenditures of the Aluminum
Division includes sales directly attributable to that
division and does not include any other revenue or expense of
Robinson Foundry, Inc. Approximately 83% of the cost of
sales and 36% of the operating expenses are costs directly
related to the manufacture and sale of the Company's aluminum
products. The remaining costs are allocated by the company
generally using the following methods:
1. ALLOCATION BASED ON THE RATIO OF DIRECT LABOR OF THE
ALUMINUM DIVISION TO TOTAL DIRECT LABOR. Expenditures
allocated using this method include indirect factory
labor and payroll taxes, stock room supplies,
amortization, bank charges, data processing, director
fees, donations, dues and subscriptions, foundry
supplies, certain freight, insurance, interest expense,
legal and accounting, office expense, outside labor,
payroll taxes, professional fees, profit sharing expense,
general repair and maintenance and general taxes,
miscellaneous expenses, indirect factory utilities,
office salaries and management salaries.
2. ALLOCATION BASED ON THE RATIO OF NET SALES OF THE
ALUMINUM DIVISION TO TOTAL NET SALES. Expenditures
allocated using this method include telephone expense,
travel and entertainment and truck costs.
3. ALLOCATION BASED ON THE MANUFACTURING SQUARE FOOTAGE
OCCUPIED BY THE ALUMINUM DIVISION TO TOTAL MANUFACTURING
SQUARE FOOTAGE. Expenditures allocated using this method
include depreciation of indirect manufacturing buildings
and building repair and maintenance. Depreciation and
repairs directly attributable to aluminum manufacturing
equipment and facilities are allocated to the Aluminum
Division.
Management has estimated the allocation of certain expenses
to the Aluminum Division of Robinson Foundry, Inc. which it
believes to be reasonable.
4
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
------------------
Robinson Foundry, Inc. operates a foundry in Alexander City,
Alabama. The Aluminum Division sells aluminum castings
primarily to the automotive industry in the United States.
This statement includes revenues and direct and allocated
expenses of the Aluminum Division only.
Inventory
---------
Inventories are stated at the lower of cost or market
generally on a first-in, first-out method and include
material, labor and factory overhead.
Property, Plant and Equipment
-----------------------------
Property, plant and equipment are stated at cost.
Maintenance and repairs are charged to expense as incurred.
Depreciation is provided on the straight-line method over the
estimated useful lives of the various assets as follows:
Buildings and improvements 10 - 30 years
Furniture, fixtures and equipment 3 - 10 years
Transportation equipment 3 - 4 years
Depreciation expense totaled $179,388 for the year ended
December 31, 1994 for the Aluminum Division.
Amortization
------------
Loan closing costs and organization costs are being amortized
on a straight-line basis over their estimated lives ranging
from 37 months to 156 months. Amortization expense totaled
$13,928 for the year ended December 31, 1994 for the Aluminum
Division.
Income Taxes
------------
The Company has elected under the provisions of Subchapter
"S" of the Internal Revenue Code, and a similar provision for
the State Code, to have its earnings taxed directly to its
stockholders. Accordingly, the accompanying statement
includes no provision for income taxes.
Sales
-----
Sales are included in this statement net of returns,
allowances and discounts. Sales revenues are recognized on
the date of shipment for the Aluminum Division of Robinson
Foundry, Inc. and do not include sales of other divisions.
5
3. EMPLOYEE BENEFIT PLAN
During 1992, the Company formed a 401(k) profit sharing plan.
All full-time employees with 1,000 hours of service and an
attained age of 21 are eligible to defer a portion of their
salaries into the plan subject to certain limitations. The
Company's discretionary matching contributions to the plan
are determined annually by the Board of Directors. The
Company maintains the right to terminate the plan at any
time. Employer contributions to the plan allocated to the
Aluminum Division totaled $19,845 for the year ended December
31, 1994.
4. RELATED PARTY TRANSACTIONS
The Company purchases a portion of its materials and supplies
from and pays sales commissions to various entities that are
controlled by the Company's president and stockholders.
Following is a summary of the transactions of the Aluminum
Division with affiliates for 1994:
Sales to affiliates $665,405
========
Purchases from affiliates $744,365
========
Commissions paid to affiliate
included in commissions expense $197,469
========
Interest expense, paid to stockholder $ 36,210
========
5. CONCENTRATION OF CREDIT RISK
For the year ended December 31, 1994, principally all sales
of the Aluminum Division were made to one customer in the
automotive industry.
6. SUBSEQUENT EVENT
The Aluminum Division of Robinson Foundry, Inc. was sold to
Intermet Corporation on November 15, 1995 in accordance with
the terms of the Acquisition Agreement.
7. CORRECTION OF ERROR
During 1995 management discovered that certain sales invoices
issued in 1994 had been inadvertently recorded and paid in
duplicate by one customer. The correction of this error
resulted in a decrease of sales and net income in the amount
of $99,446 for the Aluminum Division of Robinson Foundry,
Inc. in 1994. Accordingly, the 1994 statement of revenues
and expenditures of the Aluminum Division of Robinson
Foundry, Inc. have been restated.
6
ROBINSON FOUNDRY, INC. - ALUMINUM DIVISION 1/04/96
STATEMENT OF TANGIBLE ASSETS SOLD
SEPTEMBER 30, 1995
(UNAUDITED)
- ---------------------------------------------------------------------------
ASSETS SOLD
Inventories:
Raw materials $163,805
Work-in-process 59,943
--------
223,748
--------
Fixed assets:
Machinery and equipment 1,398,314
Less accumulated depreciation (1,103,557)
----------
294,757
----------
TOTAL ASSETS SOLD $518,505
==========
Internally Prepared
ROBINSON FOUNDRY, INC. - ALUMINUM DIVISION 1-5-96
STATEMENT OF REVENUES AND EXPENDITURES
FOR THE 9 MONTHS ENDED SEPTEMBER 30, 1995
(UNAUDITED)
- ---------------------------------------------------------------------------
SALES 9,685,526
COST OF SALES (Includes depreciation of $70,601) 6,973,198
---------
GROSS PROFIT 2,712,328
---------
Operating Expenses 932,578
Depreciation and amortization 10,107
---------
942,685
---------
INCOME FROM OPERATIONS 1,769,643
OTHER INCOME AND EXPENSES
Interest Expense (82,313)
---------
NET INCOME 1,687,330
=========
Internally Prepared
INDEPENDENT AUDITORS' REPORT
To the Joint Venturers
Bodine-Robinson Company
We have audited the accompanying balance sheet of Bodine-Robinson Company, (a
Joint Venture) as of December 31, 1994, and the related statements of income,
joint venture capital, and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bodine-Robinson Company (a
Joint Venture) as of December 31, 1994, and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5, the
Company's significant cumulative operating losses and working capital
deficiency raise substantial doubt about its ability to meet its liquidity
needs and to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
/s/ Wilson, Price, Barranco & Billingsley, P.C.
January 31, 1995 except note 8 which is dated February 3, 1995
1
BODINE-ROBINSON COMPANY
BALANCE SHEET
DECEMBER 31, 1994
- -----------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 385
Accounts receivable - trade 676,346
Inventory 525,367
----------
Total current assets 1,202,098
----------
PROPERTY, PLANT AND EQUIPMENT
Land 17,205
Buildings and improvements 562,844
Equipment and fixtures 3,212,683
----------
3,792,732
Less accumulated depreciation 1,744,944
----------
Net property, plant and equipment 2,047,788
----------
TOTAL ASSETS $3,249,886
==========
LIABILITIES AND JOINT VENTURE CAPITAL
CURRENT LIABILITIES
Current portion of long-term debt $ 300,000
Accounts payable:
Trade 2,564,273
Other 31,119
Accrued expenses and other current liabilities 98,558
-----------
Total current liabilities 2,993,950
-----------
LONG-TERM DEBT - EXCLUSIVE OF CURRENT MATURITIES
Notes payable 1,375,000
-----------
JOINT VENTURE CAPITAL (1,119,064)
-----------
TOTAL LIABILITIES AND JOINT VENTURE CAPITAL $ 3,249,886
===========
See accompanying independent auditors' report and notes to
financial statements.
2
BODINE-ROBINSON COMPANY
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
- ----------------------------------------------------------------------------
NET SALES $12,733,937
COST OF SALES 11,863,552
-----------
GROSS PROFIT 870,385
-----------
OPERATING EXPENSES
General and administrative 1,160,935
Depreciation and amortization 3,783
-----------
Total 1,164,718
-----------
NET OPERATING LOSS (294,333)
-----------
OTHER EXPENSE
Interest expense 133,375
-----------
NET LOSS $ (427,708)
===========
See accompanying independent auditors' report and notes to financial
statements.
3
BODINE-ROBINSON COMPANY
STATEMENT OF JOINT VENTURE CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1994
BALANCE AT BEGINNING OF YEAR $(1,191,356)
Net loss for the year (427,708)
Capital contribution 500,000
-----------
BALANCE AT END OF YEAR $(1,119,064)
===========
See accompanying independent auditors' report and notes to financial
statements.
4
BODINE-ROBINSON COMPANY
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
- -----------------------------------------------------------------------------
INCREASE IN CASH AND CASH EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers $ 13,019,726
Cash paid to suppliers and employees (13,104,494)
Interest paid (133,375)
------------
Net cash used by operating activities (218,143)
------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital contributions 500,000
Capital expenditures (318,814)
------------
Net cash provided by investing activities 181,186
------------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on note payable (300,000)
------------
Net cash used by financing activities (300,000)
------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (336,957)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 337,342
------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 385
============
See accompanying independent auditors' report and notes to financial
statements.
5
BODINE-ROBINSON COMPANY
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
- -----------------------------------------------------------------------------
RECONCILIATION OF NET LOSS TO NET CASH PROVIDED BY OPERATING
ACTIVITIES
NET LOSS $(427,708)
----------
ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH PROVIDED BY OPERATING ACTIVITIES
Depreciation and amortization 474,308
Changes in assets and liabilities:
Decrease in accounts receivable 285,789
Decrease in inventory 23,102
Decrease in accounts payable (667,789)
Increase in other accrued expenses 94,155
---------
Total adjustments 209,565
---------
NET CASH USED BY OPERATING ACTIVITIES $(218,143)
=========
See accompanying independent auditors' report and notes to financial
statements.
6
BODINE-ROBINSON COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
- -----------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
------------
Bodine-Robinson Company is a joint venture which was formed on June 29,
1988 by HCR, Inc. and Bodine-Lloyd, Inc. for the purpose of operating an
aluminum foundry in Alexander City, Alabama. These financial statements
only include items relating to the business of the Joint Venture.
Inventories
-----------
Inventories are stated at the lower of cost or market generally on a
first-in, first-out basis and include material, labor and factory
overhead.
Property, Plant and Equipment
------------------------------
Property, plant and equipment are recorded at cost. Maintenance and
repairs are charged to expense as incurred. Depreciation is provided on
the straight-line method over the estimated useful lives of the various
assets as follows:
Buildings and improvements 25 years
Fixtures and equipment 3 to 10 years
Sales, Fees and Commissions
---------------------------
Sales are included in these financial statements net of returns,
allowances and discounts and include foundry activity sales, commissions
and other income. Revenue on casting sales is recognized on date of
shipment. Commission income is recorded when earned.
Income Taxes
------------
No provision has been made for income taxes in these statements since all
operating profits and losses are passed through to the corporate
venturers.
Cash and Cash Equivalents
-------------------------
For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.
7
2. INVENTORIES
Inventories at December 31, 1994 consists of the following:
Raw materials $389,426
Work in process 88,641
Finished goods 47,300
--------
$525,367
========
3. LONG-TERM DEBT
Demand note payable to a bank bearing interest at
bank's prime rate secured by accounts receivable,
inventory and equipment - See Note 8 $1,075,000
Less current portion 300,000
----------
775,000
Note payable to Robert J. Bodine, bearing interest
at prime plus 1% payable monthly. The note is due
August 1, 2000 or on demand if note payable to the
bank (described above) is either paid in full or
an event of default occurs. 600,000
----------
$1,375,000
==========
4. RELATED PARTY TRANSACTIONS
The Company purchases a portion of its materials, supplies and castings
from various entities that are controlled by a member of the executive
committee of the joint venture. In addition, the Company pays and
receives management fees, sales commissions and makes sales to these
entities. The following is a summary of related party transactions and
balances at December 31, 1994:
Sales to related party $744,365
========
Purchases from related party $665,405
========
Due from related party (included in trade
accounts receivable in the accompanying
balance sheet) $ 41,992
========
Management and professional fees paid to
related party $382,944
========
Commissions paid to related party $673,773
========
Commissions received from related party $197,469
========
Due to related party (included in trade accounts
payable and accrued expenses in the accompanying
balance sheet) $629,638
========
Due to related party (included in trade accounts
payable) $ 48,647
========
Note payable due to Robert J. Bodine, member of the
executive committee of the Company (See Note 3) $600,000
========
8
5. CONTINGENCIES
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has incurred
cumulative net losses since its inception totaling $2,300,213 and as of
December 31, 1994, has a working capital deficiency of $2,566,852. As a
result of the cumulative losses, the Company's working capital and
financial position have been significantly impaired. The Company's
ability to continue operations is dependent upon its ability to reach a
satisfactory level of profitability and to obtain suitable, sufficient
financing and/or capital contributions. The accompanying financial
statements do not include any adjustments that might result from the
outcome of these uncertainties.
6. CONCENTRATION OF CREDIT RISK
The Company provides credit, in the normal course of business, to
industrial and manufacturing businesses throughout the United States.
Generally, the Company requires no collateral from its customers. The
companies' largest customer, who is in the automotive industry, accounted
for 70% of sales and 21% of accounts receivable at December 31, 1994.
7. EMPLOYEE BENEFIT PLAN
The Company maintains a 401(k) plan which covers substantially all full-
time employees who have been employed for more than six months and
attained age 20 1/2. Participants may elect to defer up to 2% of their
salaries into the plan. The Company can make a discretionary matching
contribution of 100% of elective participant deferrals up to 2% of a
participant's compensation. The expense for 1994 was $-0-.
8. SUBSEQUENT EVENTS
On February 3, 1995, HCR, Inc. acquired the joint venture interest of
Bodine-Lloyd, Inc. As a result, the joint venture was terminated and HCR,
Inc. became the sole owner of all assets and assumed all liabilities of
the Company. HCR, Inc. will continue to operate the business and will
change its name to Bodine-Robinson, Inc.
Simultaneously with the acquisition, the Company borrowed $1,100,000 from
an affiliated entity. The proceeds were used to retire a note payable to
a bank as described in Note 3. The note bears interest at prime plus 3%
payable monthly with principal payments of $25,000 due monthly. The note
is secured by inventory, receivables and assets of the Company.
In addition, the Company also borrowed $500,000 from an affiliated entity
for working capital. The note bears interest at prime plus 2.25% payable
monthly with minimum principal payments of $30,000 per quarter. The
maximum loan amount is subject to a percentage of accounts receivable and
inventory and is secured by inventory, receivables and assets of the
Company.
9
BODINE-ROBINSON, INC.
Balance Sheet
September 30, 1995
(UNAUDITED)
- ---------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents 0
Accounts receivable--trade 1,813,224
Inventory 441,659
----------
Total current assets 2,254,883
----------
PROPERTY, PLANT AND EQUIPMENT
Land 19,617
Buildings and improvements 683,730
Equipment and fixtures 3,682,966
----------
4,386,313
Less accumulated depreciation (2,099,834)
----------
Net property, plant and equipment 2,286,479
----------
OTHER ASSETS
Other assets 15,845
----------
TOTAL ASSETS 4,557,207
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt 595,000
Accounts payable:
Trade 1,109,260
Trade - affiliate 1,410,947
Other 30,518
Advances from affiliate 571,512
Accrued expenses and other current liabilities 158,850
---------
Total current liabilities 3,876,087
---------
LONG TERM DEBT - EXCLUSIVE OF CURRENT MATURITIES
Notes Payable 1,491,518
---------
STOCKHOLDERS' EQUITY (810,398)
---------
TOTAL LIABILITIES AND OWNER'S EQUITY 4,557,207
=========
Internally Prepared
BODINE-ROBINSON, INC. 1-2-96
STATEMENT OF REVENUES AND EXPENDITURES
FOR THE 9 MONTHS ENDED SEPTEMBER 30, 1995
(UNAUDITED)
- -----------------------------------------------------------------------------
SALES 8,764,910
COST OF SALES (Includes depreciation of $351,890) 8,741,742
---------
GROSS PROFIT 23,168
---------
Operating Expenses 319,498
Depreciation and amortization 3,000
---------
322,498
INCOME FROM OPERATIONS (299,330)
---------
OTHER INCOME AND EXPENSES
Interest Expense (142,795)
Other Income 159,603
---------
NET INCOME (282,522)
=========
Internally Prepared
Intermet Corporation
Pro Forma Consolidated Balance Sheet
October 1, 1995
(Unaudited)
(A) (A) Assets
Sale of Sale of Bodine- purchased
Oct.1, 1995 PBM InterMotive Historical Robinson of
Historical Pro Forma Pro Forma Pro Bodine- Pro Forma Robinson Pro
Intermet Adjustments Adjustments Forma Robinson Adjustments Pro Forma Foundry Forma
------------------------------------------------------------------------------------------------
(In Thousands of Dollars)
Assets
Current assets:
Cash and cash equivalents 14,647 5,320 4,430 24,397 0 (2,437) a 21,960 (267)b 21,693
Accounts receivable:
Trade, less allowance for
doubtful accounts 64,435 (2,492) (1,157) 60,786 1,813 (1,813) a 60,786 0 60,786
Other 10,058 0 0 10,058 0 0 10,058 0 10,058
----------------------------------------------------------------------------------------------
74,493 (2,492) (1,157) 70,844 1,813 (4,250) 70,844 (267) 92,537
Inventories 29,076 (2,034) (122) 26,920 442 10 a 27,372 155 b 27,527
Other current assets 3,058 (465) (41) 2,552 0 0 2,552 0 2,552
----------------------------------------------------------------------------------------------
Total current assets 121,274 329 3,110 124,713 2,255 (4,240) 122,728 (112) 122,616
Property, plant and 368,218 (12,394) (5,461) 350,363 4,386 (2,401) a 352,348 1,033 b 353,381
equipment, at cost
Less:
Foreign industrial development
grants, net of amortization (5,632) 0 0 (5,632) 0 (5,632) 0 (5,632)
Accumulated depreciation and
amortization (202,796) 5,843 1,042 (195,911) (2,100) 2,100 a (195,911) 0 (195,911)
----------------------------------------------------------------------------------------------
Net property, plant and
equipment 159,790 (6,551) (4,419) 148,820 2,286 (301) 150,805 1,033 b 151,838
Goodwill 2 a 2 2,718 b 2,720
Other noncurrent assets 15,093 2,500 17,593 16 17,609 17,609
----------------------------------------------------------------------------------------------
296,157 (3,722) (1,309) 291,126 4,557 (4,539) 291,142 3,639 294,783
==============================================================================================
(A) Sale of PBM Industries, Inc. and InterMotive Technologies, Inc.
respectively as filed in the Form 8-K dated October 18, 1995
See accompanying notes
Intermet Corporation
Pro Forma Consolidated Balance Sheet
October 1, 1995
(Unaudited)
(A) (A) Assets
Sale of Sale of Bodine- purchased
Oct.1, 1995 PBM InterMotive Historical Robinson of
Historical Pro Forma Pro Forma Pro Bodine- Pro Forma Robinson Pro
Intermet Adjustments Adjustments Forma Robinson Adjustments Pro Forma Foundry Forma
------------------------------------------------------------------------------------------------
(In Thousands of Dollars)
Liabilities and shareholders' equity
Current liabilities:
Accounts payable 31,928 (2,315) 29,613 3,122 (3,122) a 29,613 0 29,613
Income taxes 15,825 0 15,825 0 0 15,825 0 15,825
Accrued liabilities 35,027 (105) 34,922 159 (141) a 34,940 39 b 34,979
Notes payable 1,565 0 1,565 0 0 1,565 0 1,565
Long-term debt due within
one year 2,646 0 2,646 595 (595) a 2,646 0 2,646
-------------------------------------------------------------------------------------------------
Total current liabilities 86,991 (2,420) 0 84,571 3,876 (3,858) 84,589 39 84,628
Noncurrent liabilities:
Long-term debt due after 61,098 0 61,098 1,491 (1,491) a 61,098 0 61,098
Retirement benefits 44,936 0 44,936 0 0 44,936 0 44,936
Other noncurrent
liabilities 10,870 0 10,870 0 0 10,870 0 10,870
-------------------------------------------------------------------------------------------------
Total noncurrent
liabilities 116,904 0 0 116,904 1,491 (1,491) 116,904 0 116,904
Minority interests 2,837 0 2,837 0 0 2,837 0 2,837
Shareholders' equity:
Common stock 2,473 0 2,473 0 0 2,473 30 b 2,503
Capital in excess of par
value 52,648 0 52,648 0 0 52,648 3,570 b 56,218
Retained earnings 31,164 (1,302) (1,309) 28,553 (810) 810 a 28,553 0 28,553
Accumulated translation
adjustments 4,429 0 4,429 4,429 0 4,429
Minimum pension liability
adjustment (1,164) 0 (1,164) (1,164) 0 (1,164)
Unearned restricted stock (125) 0 (125) (125) 0 (125)
-------------------------------------------------------------------------------------------------
Total shareholders' equity 89,425 (1,302) (1,309) 86,814 (810) 810 86,814 3,600 90,414
-------------------------------------------------------------------------------------------------
296,157 (3,722) (1,309) 291,126 4,557 (4,539) 291,144 3,639 294,783
=================================================================================================
(A) Sale of PBM Industries, Inc. and InterMotive Technologies, Inc.
respectively as filed in the Form 8-K dated October 18, 1995
See accompanying notes
Intermet Corporation
Pro Forma Consolidated Statements of Operations
For the Year ended December 31, 1994
(Unaudited)
Historical (A) (A)
Year Sale Sale
Ended of of Historical Historical
Dec. 31 PBM InterMotive Year Ended Year Ended Bodine-Robinson
1994 Pro Forma Pro Forma Combined Dec. 31, 1994 Dec. 31, 1994 Pro Forma
Intermet Adjustments Adjustments Pro Forma Bodine-Robinson Robinson Foundry Adjustments
-------- ----------- ----------- --------- --------------- ---------------- ------------
(In Thousands of Dollars, except for per share data)
Net sales 501,269 (35,341) (4,910) 461,018 12,734 9,862
Cost of sales 458,823 (37,625) (5,228) 415,970 11,864 7,475 (43) c
----------------------------------------------------------------------------------------------------
Gross profit 42,446 2,284 318 45,048 870 2,387 43
Operating 40,718 (1,835) (815) 38,068 1,165 932 1 d
expenses ----------------------------------------------------------------------------------------------------
Operating profit 1,728 4,119 1,133 6,980 (295) 1,455 42
Other income (6,817) 1,431 445 (4,941) (133) (83) 133 e
(expense) net ----------------------------------------------------------------------------------------------------
Income (loss) (5,089) 5,550 1,578 2,039 (428) 1,372 175
before income
taxes
Provision for 5,896 60 456 6,412 (86) g
income taxes ----------------------------------------------------------------------------------------------------
Net earnings (10,985) 5,490 1,122 (4,373) (428) 1,372 261
(loss) ====================================================================================================
Loss per share (0.45)
====================================================================================================
Pro Forma
Robinson Foundry Year ended
Pro Forma Dec. 31, 1994
Adjustments Combined
---------- ---------
(In Thousands of Dollars, except for per share data)
Net sales 483,614
Cost of sales 105 f 435,371
---------------------------
Gross profit (105) 48,243
Operating 182 d 40,348
expenses ---------------------------
Operating profit (287) 7,895
Other income 83 e (4,941)
(expense) net ---------------------------
Income (loss) (204) 2,954
before income
taxes
Provision for 397 h 6,723
income taxes --------------------------
Net earnings (601) (3,769)
(loss) ==========================
Loss per share 0.15
==========================
(A) Sale of PBM Industries, Inc. and Sale of InterMotive Technologies,
Inc. as filed in the Form 8-K dated October 18, 1995.
See accompanying notes
Intermet Corporation
Pro Forma Consolidated Statements of Operations
Nine months ended October 1, 1995
(Unaudited)
Historical (A) (A)
Period Sale Sale
Ended of of Historical Historical
Oct. 1 PBM InterMotive Period Ended Period Ended Bodine-Robinson
1995 Pro Forma Pro Forma Combined Sep. 30, 1995 Sep. 30, 1995 Pro Forma
Intermet Adjustments Adjustments Pro Forma Bodine-Robinson Robinson Foundry Adjustments
-------- ----------- ----------- --------- --------------- ---------------- ------------
(In Thousands of Dollars, except for per share data)
Net sales 419,644 (20,371) (2,185) 397,088 8,765 9,686
Cost of sales 357,807 (18,724) (3,614) 335,469 8,742 6,973 (32) c
----------------------------------------------------------------------------------------------------
Gross Profit 61,837 (1,647) 1,429 61,619 23 2,713 32
Operating 21,033 (803) (488) 19,742 322 943 1 d
expenses ----------------------------------------------------------------------------------------------------
Operating profit 40,804 (844) 1,917 41,877 (299) 1,770 31
Other income (5,223) 340 299 (4,584) 17 (82) 143 e
(expense) net ----------------------------------------------------------------------------------------------------
Income (loss) 35,581 (504) 2,216 37,293 (282) 1,688 174
before income
taxes
Provision for 16,147 (269) 224 16,102 0 (37) g
income taxes ----------------------------------------------------------------------------------------------------
Net earnings 19,434 (235) 1,992 21,191 (282) 1,688 211
(loss) ====================================================================================================
Loss per share 0.78
====================================================================================================
Pro Forma
Robinson Foundry Nine months ended
Pro Forma Oct. 1, 1995
Adjustments Combined
---------- ---------
(In Thousands of Dollars, except for per share data)
Net Sales 415,539
Cost of Sales 79 f 351,231
---------------------------
Gross Profit (79) 64,308
Operating 136 d 21,144
expenses ---------------------------
Operating profit (215) 43,164
Other income 82 e (4,424)
(expense) net ---------------------------
Income (loss) (133) 38,740
before income
taxes
Provision for 529 h 16,594
income taxes --------------------------
Net earnings (662) 22,146
(loss) ==========================
Loss per share 0.88
==========================
(A) Sale of PBM Industries, Inc. and Sale of InterMotive Technologies,
Inc. as filed in the Form 8-K dated October 18, 1995.
See accompanying notes
Intermet Corporation
Notes to Pro Forma Consolidated Financial Statements
(Unaudited)
- ---------------------------------------------------------------
Basis of Presentation
The unaudited pro forma consolidated balance sheet at October 1,
1995 reflects the acquisitions of certain assets and liabilities,
including inventory, fixed assets, and certain intangible rights
of Bodine-Robinson, Inc. and the Aluminum Division of Robinson Foundry,
Inc. as if they occurred on that date. In addition, the
unaudited pro forma consolidated balance sheet at October 1, 1995
also shows the effect of selling substantially all assets,
including inventory, machinery and equipment, most receivables
and certain intangible rights and properties of the Registrant s
machining subsidiary, PBM Industries, Inc. and technical services
subsidiary, InterMotive Technologies, Inc., as of that date, as
previously filed in the Form 8-K dated October 18, 1995.
The unaudited pro forma statement of operations for the nine
months ended October 1, 1995 and the year ended December 31, 1994
reflects the above described acquisitions as if they had occurred
at the beginning of each period presented. In addition, the
unaudited pro forma statements of operations for the year ended
December 31, 1994 and nine months ended October 1,1995 also give
effect to the sale of the above described assets of PBM
Industries and InterMotive Technologies, Inc. as if the sale had
occurred at the beginning of each period presented as previously
filed in the Form 8-K dated October 18, 1995.
Management believes that the unaudited pro forma consolidated
financial statements provide a reasonable basis for presenting
all of the significant effects of the completed acquisition and
that the pro forma adjustments are properly applied in the
unaudited pro forma consolidated statements.
Pro Forma Adjustments
a) Adjustments to apply purchase price accounting and eliminate certain assets
and liabilities not acquired in the purchase of Bodine-Robinson, Inc.
DR (CR)
--------------
(In thousands)
Cash and cash equivalents (2,437)
Net Accounts Receivable (1,813)
Inventories 10
Property, Plant and Equipment (2,401)
Accumulated Depreciation 2,100
Other noncurrent assets 2
Accounts Payable 3,122
Accrued Liabilities 141
Long-term debt due within one year 595
Long-term debt due after one year 1,491
Retained earnings (810)
b) Adjustment to reflect the purchase of certain assets and liabilities of the
Aluminum Division of Robinson Foundry, Inc.
DR (CR)
(In thousands)
Cash and cash equivalents (267)
Inventories 155
Property, Plant and Equipment 1,033
Goodwill 2,718
Accrued Liabilities (39)
Common Stock (30)
Capital in excess of par value (3,570)
c) Eliminate depreciation recorded on Bodine-Robinson equipment that was
written down in the purchase price accounting application.
d) Amorization of the acquisition goodwill
e) Elimination of interest expense on debt not assumed in the acquisition
f) Depreciation recorded on Robinson Foundry equipment that was written up in
the purchase price accounting application.
g) Impact on provision for income tax for Bodine-Robinson historical loss and
pro forma adjustments.
h) Impact on provision for income tax for Robinson Foundry historical net
income and pro forma adjustments.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
INTERMET CORPORATION
By: /s/ Doretha J. Christoph
Date: January 26, 1996 Doretha J. Christoph
Vice President - Finance
(Principal Financial Officer)