United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
[ü] | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2002, or | |
o | 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)
Georgia (State or other jurisdiction of incorporation or organization) |
58-1563873 (IRS Employer Identification No.) |
|
5445 Corporate Drive, Suite 200, Troy, Michigan (Address of principal executive offices) |
48098-2683 (Zip code) |
(248) 952-2500
(Registrants 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 X No
At November 8, 2002 there were 25,491,178 shares of common stock, $0.10 par value, outstanding.
TABLE OF CONTENTS
Part I | Financial Information | ||
Item 1. | Interim Condensed Consolidated Financial Statements (Unaudited) | ||
Notes to Interim Condensed Consolidated Financial Statements (Unaudited) | |||
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | ||
Item 3. | Quantitative and Qualitative Disclosure about Market Risk | ||
Item 4. | Controls and Procedures | ||
Part II | Other Information | ||
Item 1. | Legal Proceedings | ||
Item 6. | Exhibits and Reports on Form 8-K | ||
Signature | |||
Certifications | |||
Exhibit Index | |||
Exhibit 3.2 | By-laws of INTERMET Corporation, as amended October 10, 2002 | ||
Exhibit 99.1 | Certification of Chief Executive Officer | ||
Exhibit 99.2 | Certification of Chief Financial Officer |
2
INDEX
INTERMET Corporation
Page No. | Description | |||
4 | PART I. | FINANCIAL INFORMATION | ||
4 7 | Item 1 | Interim Condensed Consolidated Financial Statements (Unaudited) | ||
8 27 | Notes to Interim Condensed Consolidated Financial Statements (Unaudited) | |||
28 32 | Item 2 | Managements Discussion and Analysis of Financial Condition and Results of Operations | ||
32 | Item 3 | Quantitative and Qualitative Disclosures About Market Risk | ||
33 | Item 4 | Controls and Procedures | ||
34 | PART II. | OTHER INFORMATION | ||
34 | Item 1 | Legal Proceedings | ||
35 | Item 6 | Exhibits and Reports on Form 8-K | ||
36 | Signature | |||
37 38 | Certifications | |||
39 | Exhibit List |
3
Part I Financial Information
Item 1. Financial Statements
INTERMET Corporation
Interim Condensed Consolidated Statements of Income
(Unaudited)
(in thousands of dollars, except for per share data)
For the three months ended | For the nine months ended | |||||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||||
2002 | 2001 | 2002 | 2001 | |||||||||||||||
Net sales |
$ | 196,564 | $ | 197,264 | $ | 620,618 | $ | 648,993 | ||||||||||
Cost of sales |
184,518 | 185,214 | 565,108 | 597,792 | ||||||||||||||
Gross profit |
12,046 | 12,050 | 55,510 | 51,201 | ||||||||||||||
Operating expenses: |
||||||||||||||||||
Selling, general and administrative |
8,089 | 6,929 | 24,774 | 23,268 | ||||||||||||||
Goodwill amortization |
| 1,572 | | 4,498 | ||||||||||||||
Other operating (income) expense |
(460 | ) | 279 | (223 | ) | 218 | ||||||||||||
7,629 | 8,780 | 24,551 | 27,984 | |||||||||||||||
Operating profit |
4,417 | 3,270 | 30,959 | 23,217 | ||||||||||||||
Other income (expense): |
||||||||||||||||||
Interest expense, net |
(7,614 | ) | (9,035 | ) | (20,373 | ) | (24,327 | ) | ||||||||||
Other income (expense) , net |
(511 | ) | 260 | 116 | 2,476 | |||||||||||||
(8,125 | ) | (8,775 | ) | (20,257 | ) | (21,851 | ) | |||||||||||
(Loss) income before income taxes |
(3,708 | ) | (5,505 | ) | 10,702 | 1,366 | ||||||||||||
Provision for income taxes (benefits) |
(2,695 | ) | (2,100 | ) | 2,007 | 1,106 | ||||||||||||
Net (loss) income before
extraordinary item and cumulative
effect of a change in accounting
principle |
(1,013 | ) | (3,405 | ) | 8,695 | 260 | ||||||||||||
Extraordinary item, net of tax |
| | (603 | ) | | |||||||||||||
Cumulative effect of a change in
accounting principle, net of tax |
| | 481 | | ||||||||||||||
Net (loss) income |
($1,013 | ) | ($3,405 | ) | $ | 8,573 | $ | 260 | ||||||||||
(Loss) earnings per common share: |
||||||||||||||||||
Basic |
||||||||||||||||||
(Loss) earnings before
extraordinary item and cumulative
effect of a change in accounting
principle |
($0.04 | ) | ($0.13 | ) | $ | 0.34 | $ | 0.01 | ||||||||||
Extraordinary item |
| | (0.02 | ) | | |||||||||||||
Cumulative effect of a change in
accounting principle |
| | 0.02 | | ||||||||||||||
(Loss) earnings per share basic |
($0.04 | ) | ($0.13 | ) | $ | 0.34 | $ | 0.01 | ||||||||||
Diluted |
||||||||||||||||||
(Loss) earnings before
extraordinary item and cumulative
effect of a change in accounting
principle |
($0.04 | ) | ($0.13 | ) | $ | 0.33 | $ | 0.01 | ||||||||||
Extraordinary item |
| | (0.02 | ) | | |||||||||||||
Cumulative effect of a change in
accounting principle |
| | 0.02 | | ||||||||||||||
(Loss) earnings per share diluted |
($0.04 | ) | ($0.13 | ) | $ | 0.33 | $ | 0.01 | ||||||||||
Weighted average shares outstanding: |
||||||||||||||||||
Basic
|
25,462 | 25,373 | 25,430 | 25,370 | ||||||||||||||
Diluted |
25,803 | 25,373 | 25,747 | 25,459 |
See accompanying notes.
4
INTERMET Corporation
Interim Condensed Consolidated Balance Sheets
September 30, | December 31, | |||||||||
2002 | 2001 | |||||||||
(Unaudited) | ||||||||||
(in thousands of dollars) | ||||||||||
Assets |
||||||||||
Current assets: |
||||||||||
Cash and cash equivalents |
$ | 5,676 | $ | 13,866 | ||||||
Accounts receivable: |
||||||||||
Trade, less allowance for
doubtful accounts of $9,221 in
2002 and $10,727 in 2001 |
90,149 | 95,601 | ||||||||
Other |
13,799 | 16,439 | ||||||||
103,948 | 112,040 | |||||||||
Inventories |
66,349 | 71,857 | ||||||||
Other current assets |
31,743 | 33,632 | ||||||||
Total current assets |
207,716 | 231,395 | ||||||||
Property, plant and equipment, at cost |
659,454 | 646,637 | ||||||||
Less: |
||||||||||
Accumulated depreciation and
foreign industrial development
grants, net of amortization |
318,966 | 275,881 | ||||||||
Net property, plant and equipment |
340,488 | 370,756 | ||||||||
Goodwill, net |
217,016 | 217,016 | ||||||||
Other noncurrent assets |
34,122 | 24,166 | ||||||||
Total assets |
$ | 799,342 | $ | 843,333 | ||||||
See accompanying notes.
5
INTERMET Corporation
Interim Condensed Consolidated Balance Sheets
September 30, | December 31, | ||||||||
2002 | 2001 | ||||||||
(Unaudited) | |||||||||
(in thousands of dollars) | |||||||||
Liabilities and shareholders equity |
|||||||||
Current liabilities: |
|||||||||
Accounts payable |
$ | 76,623 | $ | 81,244 | |||||
Accrued liabilities |
78,288 | 63,008 | |||||||
Long term debt due within one year |
1,587 | 173,352 | |||||||
Total current liabilities |
156,498 | 317,604 | |||||||
Noncurrent liabilities: |
|||||||||
Long term debt due after one year |
296,670 | 190,070 | |||||||
Retirement benefits |
60,254 | 60,583 | |||||||
Other noncurrent liabilities |
17,660 | 21,796 | |||||||
Total noncurrent liabilities |
374,584 | 272,449 | |||||||
Shareholders equity: |
|||||||||
Common stock |
2,601 | 2,590 | |||||||
Capital in excess of par value |
57,133 | 56,761 | |||||||
Retained earnings |
213,017 | 207,512 | |||||||
Accumulated other comprehensive income |
(4,413 | ) | (13,389 | ) | |||||
Unearned restricted stock |
(78 | ) | (194 | ) | |||||
Total shareholders equity |
268,260 | 253,280 | |||||||
Total liabilities and shareholders equity |
$ | 799,342 | $ | 843,333 | |||||
See accompanying notes.
6
INTERMET Corporation
Interim Condensed Consolidated Statements of Cash Flows
Nine months ended | |||||||||
September 30, | September 30, | ||||||||
2002 | 2001 | ||||||||
(Unaudited) | |||||||||
(in thousands of dollars) | |||||||||
Operating activities: |
|||||||||
Net income |
$ | 8,573 | $ | 260 | |||||
Adjustments to reconcile net income to cash provided by
operating activities: |
|||||||||
Depreciation and amortization |
39,737 | 44,566 | |||||||
Results of equity investment |
(692 | ) | (668 | ) | |||||
Net increase (decrease) in operating assets and liabilities |
20,039 | (12,502 | ) | ||||||
Net cash provided by operating activities |
67,657 | 31,656 | |||||||
Investing activities: |
|||||||||
Additions to property, plant and equipment |
(6,880 | ) | (31,509 | ) | |||||
Proceeds from insurance |
| 3,210 | |||||||
Additions to property, plant and equipment covered by
insurance |
| (3,210 | ) | ||||||
Other |
360 | | |||||||
Net cash used in investing activities |
(6,520 | ) | (31,509 | ) | |||||
Financing activities: |
|||||||||
Payments on long-term debt |
(171,750 | ) | (200,000 | ) | |||||
Proceeds from debt offering |
175,000 | | |||||||
Proceeds from term loan |
| 182,750 | |||||||
Net (decrease) increase in other debt |
(68,461 | ) | 17,740 | ||||||
Payment of debt issue costs |
(5,940 | ) | | ||||||
Dividends paid |
(3,056 | ) | (3,048 | ) | |||||
Issuance of common stock |
490 | 65 | |||||||
Net cash used in financing activities |
(73,717 | ) | (2,493 | ) | |||||
Effect of exchange rate changes on cash and cash equivalents |
4,390 | 1,059 | |||||||
Net decrease in cash and cash equivalents |
(8,190 | ) | (1,287 | ) | |||||
Cash and cash equivalents at beginning of period |
13,866 | 19,737 | |||||||
Cash and cash equivalents at end of period |
$ | 5,676 | $ | 18,450 | |||||
See accompanying notes.
7
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2002 (Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States 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 accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine-month period ended September 30, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002.
The balance sheet at December 31, 2001 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. Refer to our 2001 Annual Report and 10-K filing for complete financial statement and footnotes.
The data provided for the three and nine months ended September 30, 2001 vary from amounts previously reported on the INTERMET Form 10-Q for the quarter ended September 30, 2001. See note 13 to the audited financial statements contained in the INTERMET Form 10-K for the year ended December 31, 2001 for a reconciliation of the amounts given with those previously reported.
For further information, refer to the consolidated financial statements and footnotes thereto included in the INTERMET annual report on Form 10-K for the year ended December 31, 2001.
In April 2002, Statement of Financial Accounting Standards (SFAS) No. 145, Rescission of FASB Statement 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections, was issued. For most companies, SFAS 145 will require gains and losses associated with the extinguishment of debt be classified as income or loss from continuing operations rather than as extraordinary items. We will be required to adopt SFAS 145 on January 1, 2003. Upon adoption, any gain or loss on extinguishment of debt previously classified as an extraordinary item in prior periods presented that does not meet the criteria for such classification will be reclassified to a component of continuing operations.
In June 2002, SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities, was issued, which supersedes Emerging Issues Task Force Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. In addition, SFAS 146 establishes that fair value is the objective for initial measurement of the liability. SFAS 146 will be effective for exit or disposal activities initiated after December 31, 2002.
8
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2002 (Unaudited)
2. Inventories
Net inventories consist of the following (in thousands of dollars):
September 30, | December 31, | |||||||
2002 | 2001 | |||||||
Finished goods |
$ | 14,791 | $ | 15,756 | ||||
Work in process |
10,416 | 12,080 | ||||||
Raw materials |
3,854 | 6,259 | ||||||
Supplies and patterns |
37,288 | 37,762 | ||||||
$ | 66,349 | $ | 71,857 | |||||
3. Property, Plant and Equipment
Gross property, plant and equipment consist of the following (in thousands of dollars):
September 30, | December 31, | |||||||
2002 | 2001 | |||||||
Land |
$ | 5,225 | $ | 5,204 | ||||
Buildings and improvements |
130,485 | 122,425 | ||||||
Machinery and equipment |
512,307 | 505,025 | ||||||
Construction in progress |
11,437 | 13,983 | ||||||
$ | 659,454 | $ | 646,637 | |||||
9
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2002 (Unaudited)
4. Adoption of Accounting Policy
We have goodwill consisting of costs in excess of net assets acquired of $217.0 million, which is net of accumulated amortization of $21.9 million at both September 30, 2002 and December 31, 2001. On January 1, 2002, we adopted SFAS 142, Goodwill and Other Intangible Assets. Under this statement, goodwill is no longer amortized but is subject to annual impairment tests (or more frequent tests if impairment indicators arise). As required under SFAS 142, we wrote off negative goodwill of $481,000, net of taxes, in the first quarter of 2002 as a cumulative effect of a change in accounting principle. In addition, we performed impairment tests of our goodwill as required and determined that no impairment of the goodwill existed at the effective date of adoption.
The following table is presented as if goodwill was no longer amortized as of January 1, 2001 (in thousands of dollars, except per share data):
For the three months ended | For the nine months ended | |||||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||||
2002 | 2001 | 2002 | 2001 | |||||||||||||||
Reported net (loss) income after extraordinary
item and cumulative effect of a change in
accounting principle |
($1,013 | ) | ($3,405 | ) | $ | 8,573 | $ | 260 | ||||||||||
Add back: Goodwill amortization, net of taxes |
| 1,307 | | 3,733 | ||||||||||||||
Adjusted net (loss) income |
($1,013 | ) | ($2,098 | ) | $ | 8,573 | $ | 3,993 | ||||||||||
Basic (loss) earnings-per-share: |
||||||||||||||||||
Reported net (loss) income |
($0.04 | ) | ($0.13 | ) | $ | 0.34 | $ | 0.01 | ||||||||||
Add back: Goodwill amortization, net of taxes |
| 0.05 | | 0.15 | ||||||||||||||
Adjusted net (loss) income |
($0.04 | ) | ($0.08 | ) | $ | 0.34 | $ | 0.16 | ||||||||||
Diluted (loss) earnings-per-share: |
||||||||||||||||||
Reported net (loss) income |
($0.04 | ) | ($0.13 | ) | $ | 0.33 | $ | 0.01 | ||||||||||
Add back: Goodwill amortization, net of taxes |
| 0.05 | | 0.15 | ||||||||||||||
Adjusted net (loss) income |
($0.04 | ) | ($0.08 | ) | $ | 0.33 | $ | 0.16 | ||||||||||
10
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2002 (Unaudited)
5. Debt
In July of 2001 we entered into an agreement with our banks providing for a new term loan facility for $182.8 million, replacing an existing $200 million term loan and a $15 million unsecured note. At the same time, we renegotiated certain terms of our existing $300 million revolving credit facility. The interest rate on our revolving credit facility is currently LIBOR plus 3.00% (as of September 30, 2002 the rate was approximately 4.80%). The revolving credit facility expires in November, 2004.
On June 13, 2002, we completed a senior note offering of $175 million. The notes bear a fixed rate of interest at 9.75% and will mature on June 15, 2009. Interest is due June 15 and December 15, commencing December 15, 2002. The notes are unsecured and rank equally with all of our existing and future unsecured senior debt. The net proceeds of the senior note offering were used to pay the remaining balance on the bank term loan ($161.7 million) and for working capital purposes. Debt issuance costs of $5.9 million capitalized in connection with the debt offering are included in other noncurrent assets in the accompanying balance sheet and are being amortized over seven years. See note 12 for additional information regarding the senior unsecured notes.
Long term debt consists of the following (in thousands of dollars):
September 30, | December 31, | |||||||
2002 | 2001 | |||||||
Revolving credit facility |
$ | 81,000 | $ | 148,000 | ||||
Term loan |
| 171,750 | ||||||
Industrial revenue bonds |
40,200 | 41,050 | ||||||
Capitalized leases and other debt |
2,057 | 2,622 | ||||||
Senior notes from June, 2002 offering |
175,000 | | ||||||
Total debt |
298,257 | 363,422 | ||||||
Less amounts due within one year |
1,587 | 173,352 | ||||||
Debt due after one year |
$ | 296,670 | $ | 190,070 | ||||
Maturities of long-term debt at September 30, 2002 and for each twelve-month period thereafter are as follows (in thousands of dollars):
Twelve-month period ending
|
||||
September 30, 2003 |
$ | 1,587 | ||
September 30, 2004 |
1,434 | |||
September 30, 2005 |
82,547 | |||
September 30, 2006 |
2,189 | |||
September 30, 2007 |
500 | |||
Thereafter |
210,000 | |||
$ | 298,257 | |||
11
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2002 (Unaudited)
6. Derivative Financial Instruments
We enter into various derivative transactions pursuant to our risk management policies. We do not use derivative financial instruments for trading purposes.
We have an interest rate swap agreement with notional amount of $50 million to manage our exposure to the interest rate risk associated with our debt. We have designated this swap transaction as a cash flow hedge. This hedge is considered to be perfectly effective. Therefore, the entire change in the fair value of the swap agreement has been recognized in Other Comprehensive Income, and no hedge ineffectiveness is recorded in earnings.
In addition, we have foreign currency forward contracts to hedge our exposure to Euro denominated loans from our European operation. We have designated these forward contracts as fair value hedges. At September 30, 2002, the face value of these foreign currency forward contracts was $12.2 million. The change in the fair value of such contracts was not material to our financial statements.
7. Comprehensive Income
Total comprehensive income consisted of the following (in thousands of dollars):
For the three months ended | For the nine months ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2002 | 2001 | 2002 | 2001 | ||||||||||||||
Net (loss) income |
($1,013 | ) | ($3,405 | ) | $ | 8,573 | $ | 260 | |||||||||
Other comprehensive (loss) income: |
|||||||||||||||||
Fair value of interest rate swap |
(99 | ) | (557 | ) | 213 | (1,247 | ) | ||||||||||
Foreign currency translation
adjustment |
(1,342 | ) | 3,276 | 8,763 | 3,015 | ||||||||||||
Total other comprehensive (loss)
income |
(1,441 | ) | 2,719 | 8,976 | 1,768 | ||||||||||||
Total comprehensive (loss) income |
($2,454 | ) | ($686 | ) | $ | 17,549 | $ | 2,028 | |||||||||
12
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2002 (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. The ferrous-metals segment consists of ferrous foundry operations and their related machining operations. The light-metals segment consists of aluminum, magnesium and zinc casting operations and their related machining operations. Corporate and other consists of operations that do not fall within the ferrous-metals or light-metals segments and has been combined with the corporate business unit and its related expenses and eliminations. This information is displayed in the following table:
Ferrous | Corporate and | ||||||||||||||||
Metals | Light Metals | Other | Consolidated | ||||||||||||||
(in thousands of dollars) | |||||||||||||||||
Three-month period ended September 30, 2002: |
|||||||||||||||||
Net sales |
$ | 127,082 | $ | 65,521 | $ | 3,961 | $ | 196,564 | |||||||||
Operating profit (loss) |
5,042 | 2,335 | (2,960 | ) | 4,417 | ||||||||||||
Interest expense, net |
(673 | ) | (1,051 | ) | (5,890 | ) | (7,614 | ) | |||||||||
Other expense, net |
| | (511 | ) | (511 | ) | |||||||||||
Tax (expense) benefit |
(794 | ) | (540 | ) | 4,029 | 2,695 | |||||||||||
Net loss | ($1,013 | ) | |||||||||||||||
Three-month period ended September 30, 2001: |
|||||||||||||||||
Net sales |
$ | 122,899 | $ | 69,616 | $ | 4,749 | $ | 197,264 | |||||||||
Operating profit (loss) |
2,008 | 2,961 | (1,699 | ) | 3,270 | ||||||||||||
Interest expense, net |
(2,133 | ) | (1,485 | ) | (5,417 | ) | (9,035 | ) | |||||||||
Other income, net |
| | 260 | 260 | |||||||||||||
Tax (expense) benefit |
304 | (610 | ) | 2,406 | 2,100 | ||||||||||||
Net loss | ($3,405 | ) | |||||||||||||||
13
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2002 (Unaudited)
Ferrous | Corporate and | ||||||||||||||||
Metals | Light Metals | Other | Consolidated | ||||||||||||||
(in thousands of dollars) | |||||||||||||||||
Nine-month period ended September 30, 2002: |
|||||||||||||||||
Net sales |
$ | 400,864 | $ | 208,930 | $ | 10,824 | $ | 620,618 | |||||||||
Operating profit (loss) |
21,745 | 15,979 | (6,765 | ) | 30,959 | ||||||||||||
Interest expense, net |
(3,052 | ) | (3,278 | ) | (14,043 | ) | (20,373 | ) | |||||||||
Other income, net |
| | 116 | 116 | |||||||||||||
Tax (expense) benefit |
(5,605 | ) | (5,107 | ) | 8,705 | (2,007 | ) | ||||||||||
Extraordinary item |
| | (603 | ) | (603 | ) | |||||||||||
Cumulative effect of a
change in accounting
principle |
481 | | | 481 | |||||||||||||
Net income | $ | 8,573 | |||||||||||||||
Nine-month period ended September 30, 2001: |
|||||||||||||||||
Net sales |
$ | 406,028 | $ | 230,231 | $ | 12,734 | $ | 648,993 | |||||||||
Operating profit (loss) |
23,350 | 9,891 | (10,024 | ) | 23,217 | ||||||||||||
Interest expense, net |
(5,119 | ) | (4,661 | ) | (14,547 | ) | (24,327 | ) | |||||||||
Other income, net |
1,555 | | 921 | 2,476 | |||||||||||||
Tax (expense) benefit |
(6,451 | ) | (2,445 | ) | 7,790 | (1,106 | ) | ||||||||||
Net income | $ | 260 | |||||||||||||||
14
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2002 (Unaudited)
9. Environmental and Legal Matters
On March 14, 2002, we entered into a Consent Order with the U.S. Environmental Protection Agency (USEPA), which will require investigation of the nature and extent of any hazardous waste disposed of at our Radford, Virginia facilities. We have entered into this Consent Order in connection with the USEPAs Corrective Action Program. The Corrective Action Program is being undertaken on a nationwide basis by USEPA pursuant to the Resource Conservation and Recovery Act of 1976. The Corrective Action Program requires facilities that have historically generated or handled hazardous waste to determine whether those activities have or could adversely affect groundwater or adversely affect human health. We are in the early stages of this investigation. Because we historically disposed of waste material at this site, it is possible that fines or penalties could be assessed, or that remedial action could be required, with respect to that on-site disposal. At this time we cannot predict the amount of potential fines or penalties or the cost of remedial action, if any.
On March 5, 2000 we suffered a catastrophic accidental explosion and fire at our New River Foundry, located in Radford, Virginia. Three employees were fatally injured and others were injured, several seriously. On March 2, 2002 the representatives of the three deceased employees, and three of the injured employees, filed lawsuits seeking damages from us and others in the Circuit Court for the City of Radford, Virginia. It is also possible that one or more of the other defendants in these cases might assert cross-claims against us. We intend to defend these lawsuits on the ground that, among other things, the claims asserted against us are barred by the laws of Virginia governing workers compensation. We have both primary and excess liability insurance policies covering potential liability to employees and others and believe that we are adequately insured against any likely liability for the deaths or injuries arising out of this incident. However, if we were held to be liable in these cases, and if our insurance policies did not provide coverage for the damages, the amounts that could be incurred could be material.
We are also a party to a number of other legal proceedings in the ordinary course of business. We do not believe that such other pending or threatened legal proceedings to which we are a party, or to which any of our property is subject, will have a material adverse effect on our consolidated financial position, results of operations or liquidity taken as a whole.
15
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2002 (Unaudited)
10. Earnings per Share
Basic earnings per share is computed by dividing income available to shareholders of common stock 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 and issuance of unearned restricted stock.
16
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2002 (Unaudited)
(in thousands of dollars, except per share data)
For the three months ended | For the nine months ended | |||||||||||||||||
September 30, 2002 |
September 30, 2001 |
September 30, 2002 |
September 30, 2001 |
|||||||||||||||
Numerator: |
||||||||||||||||||
Net (loss) income |
($1,013 | ) | ($3,405 | ) | $ | 8,573 | $ | 260 | ||||||||||
Denominator: |
||||||||||||||||||
Denominator for basic earnings
per share weighted average shares |
25,462 | 25,373 | 25,430 | 25,370 | ||||||||||||||
Effect of dilutive securities: |
||||||||||||||||||
Employee stock options and unearned restricted stock |
341 | | 317 | 89 | ||||||||||||||
Denominator for diluted earnings per share adjusted weighted average shares and assumed exercise of options |
25,803 | 25,373 | 25,747 | 25,459 | ||||||||||||||
Basic (loss) earnings per share |
($0.04 | ) | ($0.13 | ) | $ | 0.34 | $ | 0.01 | ||||||||||
Fully diluted (loss) earnings
per share |
($0.04 | ) | ($0.13 | ) | $ | 0.33 | $ | 0.01 | ||||||||||
17
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2002 (Unaudited)
11. Impairment of Assets and Shutdown
We permanently closed our Alexander City lost foam aluminum plant on December 21, 2001. The Alexander City plant assets are being held for sale. Alexander City is included in the light metals segment of the Reporting For Business Segments footnote. The plant was purchased in 1995 and had employed 117 people. Alexander City had revenues and operating losses of $32.3 million and $2.8 million, respectively, for the nine months ended September 30, 2001.
The decision to close this foundry was the principal reason for recording an $11.7 million charge for impairment of assets and a $1.2 million charge for shutdown costs in the fourth quarter of 2001. The accrual for shutdown costs which is included in Accrued liabilities in the accompanying balance sheets as of December 31, 2001 consisted of $0.7 million for environmental remediation and disposal costs, $0.4 million for severance (for 18 salaried employees) and employee related costs, and $0.1 million in legal costs. During the nine months ended September 30, 2002, Intermet paid all of the $0.4 million of severance accrued for at December 31, 2001.
18
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2002 (Unaudited)
12. Supplemental Condensed Consolidating Financial Information
On June 13, 2002, we issued $175 million of senior notes, which will mature in 2009. The senior notes are guaranteed by certain of our domestic wholly-owned subsidiaries (Combined Guarantor Subsidiaries). The guarantees are unconditional and joint and several. The senior notes are effectively subordinated to the secured debt of the Company (Parent). Restrictions contained in the indenture covering the senior notes include, but are not limited to, restrictions on incurring additional secured debt, repurchasing of our capital stock, disposal of assets, affiliate transactions, and transfer of assets. As of September 30, 2002, the Parent and the Combined Guarantor Subsidiaries had approximately $120.2 million of secured debt outstanding and approximately $161.7 million of unused commitments, net of outstanding letters of credit, under our credit facility. The secured debt of the Parent is also guaranteed by each of the Combined Guarantor Subsidiaries.
Certain of our domestic subsidiaries (Intermet International, Inc., Intermet Holding Company, Transnational Indemnity Company, and Western Capital Corporation) and all of our foreign subsidiaries are not guarantors of the notes (Combined Non-Guarantor Subsidiaries). The Combined Non-Guarantor Subsidiaries had approximately $0.3 million of debt outstanding as of September 30, 2002.
Presented below are summarized condensed consolidating financial information for the Parent, the Combined Guarantor Subsidiaries, the Combined Non-Guarantor Subsidiaries, and the Company on a consolidated basis as of September 30, 2002 and December 31, 2001, and for the three and nine months ended September 30, 2002 and 2001.
Investments in subsidiaries are presented using the equity method of accounting. Separate financial statements of the Combined Guarantor Subsidiaries are not provided as the condensed consolidating financial information contained herein provides a more meaningful disclosure to allow investors to determine the nature of the assets held by and the operations of the combined group.
19
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2002 (Unaudited)
Three months ended September 30, 2002 | |||||||||||||||||||||
Combined | Combined | ||||||||||||||||||||
Guarantor | Non-Guarantor | ||||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
(in thousands of dollars) | |||||||||||||||||||||
INCOME STATEMENT DATA |
|||||||||||||||||||||
Net sales |
$ | | $ | 180,003 | $ | 21,154 | $ | (4,593 | ) | $ | 196,564 | ||||||||||
Cost of sales |
| 169,552 | 19,550 | (4,584 | ) | 184,518 | |||||||||||||||
Gross (loss) profit |
| 10,451 | 1,604 | (9 | ) | 12,046 | |||||||||||||||
Selling, general and administrative |
883 | 5,364 | 1,652 | 190 | 8,089 | ||||||||||||||||
Other operating (income) expenses |
4 | 19 | (294 | ) | (189 | ) | (460 | ) | |||||||||||||
Operating (loss) profit |
(887 | ) | 5,068 | 246 | (10 | ) | 4,417 | ||||||||||||||
Other income and expenses: |
|||||||||||||||||||||
Interest (expense) income, net |
(5,806 | ) | (1,976 | ) | 168 | | (7,614 | ) | |||||||||||||
Other (expense) income , net |
(127 | ) | (140 | ) | (244 | ) | | (511 | ) | ||||||||||||
(Loss) income before income taxes |
(6,820 | ) | 2,952 | 170 | (10 | ) | (3,708 | ) | |||||||||||||
Income tax (benefit) expense |
(3,342 | ) | 1,259 | (612 | ) | | (2,695 | ) | |||||||||||||
Net (loss) income |
$ | (3,478 | ) | $ | 1,693 | $ | 782 | $ | (10 | ) | $ | (1,013 | ) | ||||||||
20
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2002 (Unaudited)
Three months ended September 30, 2001 | |||||||||||||||||||||
Combined | Combined | ||||||||||||||||||||
Guarantor | Non-Guarantor | ||||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
(in thousands of dollars) | |||||||||||||||||||||
INCOME STATEMENT DATA |
|||||||||||||||||||||
Net sales |
$ | | $ | 178,517 | $ | 21,624 | $ | (2,877 | ) | $ | 197,264 | ||||||||||
Cost of sales |
(61 | ) | 169,776 | 18,286 | (2,787 | ) | 185,214 | ||||||||||||||
Gross (loss) profit |
61 | 8,741 | 3,338 | (90 | ) | 12,050 | |||||||||||||||
Selling, general and administrative |
694 | 6,497 | 1,276 | 34 | 8,501 | ||||||||||||||||
Other operating (income) expenses |
183 | 111 | 19 | (34 | ) | 279 | |||||||||||||||
Operating (loss) profit |
(816 | ) | 2,133 | 2,043 | (90 | ) | 3,270 | ||||||||||||||
Other income and expenses: |
|||||||||||||||||||||
Interest (expense) income, net |
(5,260 | ) | (3,484 | ) | (291 | ) | | (9,035 | ) | ||||||||||||
Other (expense) income, net |
| (18 | ) | 278 | | 260 | |||||||||||||||
(Loss) income before income taxes |
(6,076 | ) | (1,369 | ) | 2,030 | (90 | ) | (5,505 | ) | ||||||||||||
Income tax (benefit) expense |
(2,030 | ) | (412 | ) | 342 | | (2,100 | ) | |||||||||||||
Net (loss) income |
$ | (4,046 | ) | $ | (957 | ) | $ | 1,688 | $ | (90 | ) | $ | (3,405 | ) | |||||||
21
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2002 (Unaudited)
Nine months ended September 30, 2002 | |||||||||||||||||||||
Combined | Combined | ||||||||||||||||||||
Guarantor | Non-Guarantor | ||||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
(in thousands of dollars) | |||||||||||||||||||||
INCOME STATEMENT DATA |
|||||||||||||||||||||
Net sales |
$ | | $ | 565,327 | $ | 66,775 | $ | (11,484 | ) | $ | 620,618 | ||||||||||
Cost of sales |
(35 | ) | 517,727 | 58,891 | (11,475 | ) | 565,108 | ||||||||||||||
Gross (loss) profit |
35 | 47,600 | 7,884 | (9 | ) | 55,510 | |||||||||||||||
Selling, general and administrative |
3,296 | 16,201 | 4,706 | 571 | 24,774 | ||||||||||||||||
Other operating (income) expenses |
105 | 18 | 223 | (569 | ) | (223 | ) | ||||||||||||||
Operating (loss) profit |
(3,366 | ) | 31,381 | 2,955 | (11 | ) | 30,959 | ||||||||||||||
Other income and expenses: |
|||||||||||||||||||||
Interest (expense) income, net |
(13,792 | ) | (6,902 | ) | 321 | | (20,373 | ) | |||||||||||||
Other (expense) income, net |
(391 | ) | 239 | 268 | | 116 | |||||||||||||||
(Loss) income before income taxes |
(17,549 | ) | 24,718 | 3,544 | (11 | ) | 10,702 | ||||||||||||||
Income tax (benefit) expense |
(7,642 | ) | 9,881 | (232 | ) | | 2,007 | ||||||||||||||
Net (loss) income before extraordinary item and
cumulative effect of change in accounting principle |
(9,907 | ) | 14,837 | 3,776 | (11 | ) | 8,695 | ||||||||||||||
Extraordinary item, net of tax |
(603 | ) | | | | (603 | ) | ||||||||||||||
Cumulative effect of change in accounting principle,
net of tax |
| | 481 | | 481 | ||||||||||||||||
Net (loss) income |
$ | (10,510 | ) | $ | 14,837 | $ | 4,257 | $ | (11 | ) | $ | 8,573 | |||||||||
22
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2002 (Unaudited)
Nine months ended September 30, 2001 | |||||||||||||||||||||
Combined | Combined | ||||||||||||||||||||
Guarantor | Non-Guarantor | ||||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
(in thousands of dollars) | |||||||||||||||||||||
INCOME STATEMENT DATA |
|||||||||||||||||||||
Net sales |
$ | | $ | 592,077 | $ | 69,869 | $ | (12,953 | ) | $ | 648,993 | ||||||||||
Cost of sales |
829 | 552,609 | 56,371 | (12,017 | ) | 597,792 | |||||||||||||||
Gross (loss) profit |
(829 | ) | 39,468 | 13,498 | (936 | ) | 51,201 | ||||||||||||||
Selling, general and administrative |
3,220 | 19,633 | 4,732 | 181 | 27,766 | ||||||||||||||||
Other operating (income) expenses |
758 | 363 | (722 | ) | (181 | ) | 218 | ||||||||||||||
Operating (loss) profit |
(4,807 | ) | 19,472 | 9,488 | (936 | ) | 23,217 | ||||||||||||||
Other income and expenses: |
|||||||||||||||||||||
Interest (expense) income, net |
(14,432 | ) | (10,091 | ) | 196 | | (24,327 | ) | |||||||||||||
Other (expense) income, net |
30 | 391 | 2,055 | | 2,476 | ||||||||||||||||
(Loss) income before income taxes |
(19,209 | ) | 9,772 | 11,739 | (936 | ) | 1,366 | ||||||||||||||
Income tax (benefit) expense |
(5,968 | ) | 4,445 | 2,887 | (258 | ) | 1,106 | ||||||||||||||
Net (loss) income |
$ | (13,241 | ) | $ | 5,327 | $ | 8,852 | $ | (678 | ) | $ | 260 | |||||||||
23
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2002 (Unaudited)
As of September 30, 2002 | |||||||||||||||||||||
Combined | Combined | ||||||||||||||||||||
Guarantor | Non-Guarantor | ||||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
(in thousands of dollars) | |||||||||||||||||||||
BALANCE SHEET DATA |
|||||||||||||||||||||
ASSETS |
|||||||||||||||||||||
Current assets: |
|||||||||||||||||||||
Cash and cash equivalents |
$ | 1,635 | $ | 1,918 | $ | 2,123 | $ | | $ | 5,676 | |||||||||||
Accounts receivable, net |
114 | 79,927 | 23,907 | | 103,948 | ||||||||||||||||
Inventories |
| 58,299 | 8,109 | (59 | ) | 66,349 | |||||||||||||||
Other current assets |
28,521 | 2,819 | 402 | 1 | 31,743 | ||||||||||||||||
Total current assets |
30,270 | 142,963 | 34,541 | (58 | ) | 207,716 | |||||||||||||||
Property, plant and equipment, net |
2,907 | 305,760 | 31,268 | 553 | 340,488 | ||||||||||||||||
Other assets: |
|||||||||||||||||||||
Goodwill |
| 217,016 | | | 217,016 | ||||||||||||||||
Other noncurrent assets |
20,255 | 3,246 | 9,178 | 1,443 | 34,122 | ||||||||||||||||
Intercompany, net |
(23,602 | ) | 49,016 | (27,016 | ) | 1,602 | | ||||||||||||||
Investments in subsidiaries |
588,978 | | | (588,978 | ) | | |||||||||||||||
Total assets |
$ | 618,808 | $ | 718,001 | $ | 47,971 | $ | (585,438 | ) | $ | 799,342 | ||||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
|||||||||||||||||||||
Current liabilities: |
|||||||||||||||||||||
Accounts payable |
$ | 1,467 | $ | 71,662 | $ | 4,000 | $ | (506 | ) | $ | 76,623 | ||||||||||
Accrued liabilities |
19,397 | 45,433 | 13,136 | 322 | 78,288 | ||||||||||||||||
Long-term debt due within
one year |
| 1,457 | 130 | | 1,587 | ||||||||||||||||
Total current liabilities |
20,864 | 118,552 | 17,266 | (184 | ) | 156,498 | |||||||||||||||
Long-term debt due after one year |
258,700 | 37,771 | 199 | | 296,670 | ||||||||||||||||
Retirement benefits |
54,400 | 5,854 | | | 60,254 | ||||||||||||||||
Other noncurrent liabilities |
16,584 | 6,098 | (5,769 | ) | 747 | 17,660 | |||||||||||||||
Total noncurrent liabilities |
329,684 | 49,723 | (5,570 | ) | 747 | 374,584 | |||||||||||||||
Shareholders equity |
268,260 | 549,726 | 36,275 | (586,001 | ) | 268,260 | |||||||||||||||
Total liabilities and shareholders equity |
$ | 618,808 | $ | 718,001 | $ | 47,971 | $ | (585,438 | ) | $ | 799,342 | ||||||||||
24
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2002 (Unaudited)
As of December 31, 2001 | |||||||||||||||||||||
Combined | Combined | ||||||||||||||||||||
Guarantor | Non-Guarantor | ||||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
(in thousands of dollars) | |||||||||||||||||||||
BALANCE SHEET DATA |
|||||||||||||||||||||
ASSETS |
|||||||||||||||||||||
Current assets: |
|||||||||||||||||||||
Cash and cash equivalents |
$ | 2,328 | $ | 466 | $ | 11,072 | $ | | $ | 13,866 | |||||||||||
Accounts receivable, net |
820 | 90,487 | 20,733 | | 112,040 | ||||||||||||||||
Inventories |
| 64,758 | 7,158 | (59 | ) | 71,857 | |||||||||||||||
Other current assets |
30,578 | 2,414 | 639 | 1 | 33,632 | ||||||||||||||||
Total current assets |
33,726 | 158,125 | 39,602 | (58 | ) | 231,395 | |||||||||||||||
Property, plant and equipment, net |
3,971 | 335,448 | 30,757 | 580 | 370,756 | ||||||||||||||||
Other assets: |
|||||||||||||||||||||
Goodwill |
| 217,016 | | | 217,016 | ||||||||||||||||
Other noncurrent assets |
12,224 | 5,053 | 6,889 | | 24,166 | ||||||||||||||||
Intercompany, net |
44,352 | (26,627 | ) | (20,770 | ) | 3,045 | | ||||||||||||||
Investments in subsidiaries |
575,249 | | | (575,249 | ) | | |||||||||||||||
Total assets |
$ | 669,522 | $ | 689,015 | $ | 56,478 | $ | (571,682 | ) | $ | 843,333 | ||||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
|||||||||||||||||||||
Current liabilities: |
|||||||||||||||||||||
Accounts payable |
$ | 1,621 | $ | 73,796 | $ | 6,498 | $ | (671 | ) | $ | 81,244 | ||||||||||
Accrued liabilities |
22,859 | 27,248 | 12,414 | 487 | 63,008 | ||||||||||||||||
Long-term debt due within
one year |
171,750 | 1,084 | 518 | | 173,352 | ||||||||||||||||
Total current liabilities |
196,230 | 102,128 | 19,430 | (184 | ) | 317,604 | |||||||||||||||
Long-term debt due after one year |
148,000 | 39,097 | 2,973 | | 190,070 | ||||||||||||||||
Retirement benefits |
54,824 | 5,759 | | | 60,583 | ||||||||||||||||
Other noncurrent liabilities |
17,188 | 7,160 | (3,299 | ) | 747 | 21,796 | |||||||||||||||
Total noncurrent liabilities |
220,012 | 52,016 | (326 | ) | 747 | 272,449 | |||||||||||||||
Shareholders equity |
253,280 | 534,871 | 37,374 | (572,245 | ) | 253,280 | |||||||||||||||
Total liabilities and shareholders equity |
$ | 669,522 | $ | 689,015 | $ | 56,478 | $ | (571,682 | ) | $ | 843,333 | ||||||||||
25
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2002 (Unaudited)
Nine months ended September 30, 2002 | ||||||||||||||||||||||
Combined | Combined | |||||||||||||||||||||
Guarantor | Non-Guarantor | |||||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||
(in thousands of dollars) | ||||||||||||||||||||||
CASH FLOW DATA |
||||||||||||||||||||||
Net cash provided by (used in) operating activities |
$ | 73,378 | $ | 6,457 | $ | (12,178 | ) | | $ | 67,657 | ||||||||||||
Investing activities: |
||||||||||||||||||||||
Additions to property, plant and
equipment |
(1,465 | ) | (4,561 | ) | (854 | ) | | (6,880 | ) | |||||||||||||
Other |
| 360 | | | 360 | |||||||||||||||||
Net cash used in investing activities |
(1,465 | ) | (4,201 | ) | (854 | ) | | (6,520 | ) | |||||||||||||
Financing activities: |
||||||||||||||||||||||
Proceeds from debt offering |
175,000 | | | | 175,000 | |||||||||||||||||
Payments of long-term debt |
(171,750 | ) | | | | (171,750 | ) | |||||||||||||||
Net decrease in other debt |
(67,350 | ) | (804 | ) | (307 | ) | | (68,461 | ) | |||||||||||||
Payment of debt issue costs |
(5,940 | ) | | | | (5,940 | ) | |||||||||||||||
Dividends paid |
(3,056 | ) | | | | (3,056 | ) | |||||||||||||||
Issuance of common stock |
490 | | | | 490 | |||||||||||||||||
Net cash used in financing activities |
(72,606 | ) | (804 | ) | (307 | ) | | (73,717 | ) | |||||||||||||
Effect of exchange rate changes on cash
and cash equivalents |
| | 4,390 | | 4,390 | |||||||||||||||||
Net increase (decrease) in cash and cash equivalents |
$ | (693 | ) | $ | 1,452 | $ | (8,949 | ) | $ | | $ | (8,190 | ) | |||||||||
26
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2002 (Unaudited)
Nine months ended September 30, 2001 | |||||||||||||||||||||
Combined | Combined | ||||||||||||||||||||
Guarantor | Non-Guarantor | ||||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
(in thousands of dollars) | |||||||||||||||||||||
CASH FLOWS DATA |
|||||||||||||||||||||
Net cash provided by (used in) operating
activities |
$ | 5,481 | $ | 26,577 | $ | (402 | ) | $ | | $ | 31,656 | ||||||||||
Investing activities: |
|||||||||||||||||||||
Additions to property, plant and
equipment |
(426 | ) | (21,153 | ) | (9,930 | ) | | (31,509 | ) | ||||||||||||
Proceeds from insurance |
| | 3,210 | | 3,210 | ||||||||||||||||
Additions to property, plant and
equipment covered by insurance |
| | (3,210 | ) | | (3,210 | ) | ||||||||||||||
Net cash used in investing activities |
(426 | ) | (21,153 | ) | (9,930 | ) | | (31,509 | ) | ||||||||||||
Financing activities: |
|||||||||||||||||||||
Proceeds from term loan |
182,750 | | | | 182,750 | ||||||||||||||||
Payments of long-term debt |
(200,000 | ) | | | | (200,000 | ) | ||||||||||||||
Net increase (decrease) in other debt |
18,935 | (898 | ) | (297 | ) | | 17,740 | ||||||||||||||
Dividends paid |
(3,048 | ) | | | | (3,048 | ) | ||||||||||||||
Issuance of common stock |
65 | | | | 65 | ||||||||||||||||
Net cash used in financing activities |
(1,298 | ) | (898 | ) | (297 | ) | | (2,493 | ) | ||||||||||||
Effect of exchange rate changes on cash
and cash equivalents |
| | 1,059 | | 1,059 | ||||||||||||||||
Net increase (decrease) in cash and cash
equivalents |
$ | 3,757 | $ | 4,526 | $ | (9,570 | ) | $ | | $ | (1,287 | ) | |||||||||
27
INTERMET Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 2002 (Unaudited)
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements 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 | |
| Fluctuations in worldwide or regional automobile and light and heavy truck production | |
| Changes in practices or policies of our significant customers toward outsourcing their requirements for automotive components | |
| Sourcing and pricing practices of our major customers, including demands for price concessions as a condition to retaining current business or obtaining new business | |
| Fluctuations in foreign currency exchange rates | |
| Fluctuations in interest rates that may affect our borrowing costs | |
| Fluctuations in the cost of raw materials, including the cost of energy and scrap steel, and our ability, if any, to pass those costs on to our customers | |
| Work stoppages or other labor disputes that could disrupt production at our facilities or those of our major customers | |
| Factors or presently unknown circumstances that may affect the charges related to the impairment of assets | |
| Our ability to meet the financial covenants set forth in our debt agreements | |
| 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.
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Material Changes in Financial Condition, Liquidity and Capital Resources
Through the third quarter of 2002 cash flow from operations totaled $ 67.7 million compared to $31.7 million for the same period last year. Depreciation and amortization expense for the nine months ended September 30, 2002 was $39.7 million. For the nine months ended September 30, 2002, after adjusted for the effect of exchange rates, accounts receivable decreased by $10.3 million while inventory decreased by $6.3 million compared to December 31, 2001. The reduction in accounts receivable is a result of management efforts to improve collection at some of our major customers. As of September 30, 2002, after adjusted for the effect of exchange rates, accounts payable decreased by $5.3 million while accrued liabilities increased by $13.8 million compared to December 31, 2001. The increase in accrued liabilities is due partially to the accrued taxes on the earnings during the nine months ended September 30, 2002. During the first nine months of 2002 we spent $6.9 million for the purchase of property, plant and equipment. Borrowings under our bank revolving credit facility decreased by $67 million during the first nine months of 2002. The bank term loan, with an outstanding balance of $171.7 million, was repaid in full in June of 2002 with the proceeds from our $175 million senior note issue (see footnote 5, Debt, for further detail). Additionally, we paid $3.1 million in dividends during the first nine months of 2002. The Company has committed capital not yet spent of approximately $3.5 million as of September 30, 2002. We anticipate that the funds needed for the committed capital spending will come from operations.
At September 30, 2002, our revolving credit agreement provides for loans up to $300 million in the aggregate, of which $81 million is outstanding. Revolving credit agreement covenants limit our availability to access the entire $300 million. In addition, our senior note issue has a balance of $175 million and we have other debt of approximately $42.3 million.
Our revolving credit agreement requires us to maintain certain financial ratios. We are in compliance with these covenants as of September 30, 2002. The revolving credit agreement financial covenant ratios as of September 30, 2002 are provided below.
Financial Covenant | Requirement | Actual | ||||||
Fixed charge coverage ratio |
> | 1.00 : 1 | 1.68 : 1 | |||||
Consolidated EBITDA to
Consolidated interest expense |
> | 3.00 : 1 | 3.19 : 1 | |||||
Funded Debt to Consolidated EBITDA |
< | 4.00 : 1 | 3.68 : 1 | |||||
Capital expenditures |
< | $50,000 | $ | 14,461 |
The above financial covenant ratios will change in the future over the remaining term of our revolving credit agreement in accordance with the terms set forth in the agreement.
For financial covenant purposes, the ratios are calculated based on the last twelve months (LTM) activities. EBITDA is calculated as the sum of net income, income taxes, interest expense, depreciation and amortization. For the purpose of this calculation, amortization of financing costs is included in interest expense. EBITDA per the revolving credit agreement was $17.4 million and $18.4 million for the three months ended September 30, 2002 and September 30, 2001, respectively.
EBITDA is not a measure prepared in accordance with accounting principles generally accepted in the United States, but has been presented because we use it to evaluate our operating performance relative to our revolving credit agreement. EBITDA should not be considered a substitute for income from operations, net income, cash flows or other measure of financial performance prepared in accordance with accounting principles generally accepted in the United States.
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Material Changes in Results of Operations Three months ended September 30, 2002
Sales for the third quarter of 2002 were $196.6 million, an increase of $8.2 million or 4.4% as compared to sales in the same period in 2001 of $188.4 million, after excluding the sales revenue of the Alexander City plant of $8.9 million in the third quarter of 2001. The Alexander City plant was closed in December 2001 (see footnote 11, Impairment of Assets and Shutdown, for details). The increase in sales is attributable mainly to the launch of an axle carrier program and the growth of our new business in steering knuckles made with our pressure-counter-pressure casting (PCPCTM) process. Ferrous-metals segment sales were $127.1 million during the third quarter of 2002 compared to $122.9 million for the same period last year, representing an increase in sales of $4.2 million or 3.4%. Light-metals segment sales were $65.5 million during the third quarter of 2002, an increase of $4.8 million or 7.9% compared to $60.7 million during the third quarter of 2001, after excluding the sales revenue of the Alexander City plant of $8.9 million.
Domestic sales for the third quarter were $175.4 million, slightly down from $175.6 million for the same period last year. Domestic sales were $175.4 million in the third quarter of 2002, an increase of $8.6 million or 5.2% compared to $166.8 million in the third quarter of 2001, after excluding the sales revenue of the Alexander City plant. European sales during the three months ended September 30, 2002 were $21.2 million, slightly down from $21.6 million for the same period last year as a result of a soft European market which reduced by 1.8% during the third quarter of 2002. The effect of changes in the exchange rates on consolidated European sales was a favorable $2.4 million during the three-month period ended September 30, 2002.
Gross profit for the three months ended September 30, 2002 and 2001 was $12.0 million and $12.1 million, respectively. Gross profit as a percentage of sales for the three months ended September 30, 2002 was 6.1%, same as that for the same period in 2001. Excluding the results of Alexander City, which closed in December, 2001, gross profit as a percentage of sales for the three months ended September 30, 2002 and 2001 would have been 6.2% and 6.0%, respectively. The slight increase in gross profit margin is due to improvement in production efficiency.
In the third quarter of 2002, we charged $1.7 million to Cost of Sales for the probable write-off of fixed assets at one of our facilities. During the fourth quarter of 2002 we are going to complete the fixed assets inventory and reconciliation at this location. A subsequent adjustment to the $1.7 million amount recorded may be required.
Selling, general and administrative expenses for the three months ended September 30, 2002 and 2001 were 4.1% and 3.5% of sales, respectively. As a result of debt reduction, net interest expense for the third quarter 2002 was $7.6 million, which was $1.4 million less than the same period last year.
The effective income tax benefit rate was 72.7% and 38.1% for the third quarter of 2002 and 2001, respectively. The effective income tax benefit rate in the third quarter of 2002 was higher than the statutory rate primarily because the income tax benefits for the quarter included state tax and foreign tax benefits. Also included were the release of tax reserves and the utilization of one-time state tax credits. The effective income tax benefit rate in the third quarter of 2001 was higher than the statutory rate mainly because of tax planning in Europe, but the tax benefit was partially offset by the nondeductible amortization of goodwill related to various acquisitions made in the past. Goodwill amortization, net of taxes, in third quarter of 2001 was $1.3 million.
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Material Changes in Results of Operations Nine months ended September 30, 2002
Sales for the nine months ended September 30, 2002 were $620.6 million, an increase of $3.9 million or 0.6% as compared to sales in the same period in 2001 of $616.7 million, after excluding the sales revenue of the Alexander City plant of $32.3 million for the nine months ended September 30, 2001. This increase in sales is attributable mainly to the launch of new products and the growth of our new business in steering knuckles made with our PCPCTM process. Ferrous-metals segment sales were $400.9 million during the nine months ended September 30, 2002 compared to $406.0 million for the same period last year, representing a decrease of $5.1 million or 1.3% as a result of a softening vehicle sales in the European market, which decreased by 3.7% during the nine months ended September 30, 2002 as compared with the same period last year as well as lower demand on certain customer platforms and engine models. Light-metals segment sales were $208.9 million for the nine months ended September 30, 2002, an increase of $10.9 million or 5.5% compared to $198.0 million during the same period last year, which excluded the sales revenue of the Alexander City plant of $32.3 million.
Domestic sales for the nine months ended September 30, 2002 were $553.8 million, down from $579.1 million for the same period last year. Domestic sales were $553.8 million for the nine months ended September 30, 2002, an increase of $6.9 million or 1.3% compared to $546.9 million the same period in 2001, after excluding the sales revenue of the Alexander City plant. European sales during the nine months ended September 30, 2002 were $66.8 million, down from $69.9 million for the same period last year. The effect of changes in the exchange rates on consolidated European sales was a favorable $3.1 million for the nine-month period ended September 30, 2002.
Gross profit for the nine months ended September 30, 2002 and 2001 was $55.5 million and $51.2 million, respectively. Gross profit as a percentage of sales for the nine months ended September 30, 2002 and 2001 was 8.9% and 7.9%, respectively. Excluding the results of Alexander City, which closed in December, 2001, gross profit as a percentage of sales would have been 9.0% and 8.6%, respectively. The increase in gross profit margin is due to improvement in production efficiency.
Selling, general and administrative expenses were 4.0% of sales for the nine months ended September 30, 2002 and 2001. As a result of debt reduction and lower interest rates, net interest expense for the nine months ended September 30, 2002 was $20.4 million, which was $4.0 million less than the same period last year.
The effective income tax rate was 18.8% and 81.0% for the first nine months of 2002 and 2001, respectively. The effective rate for the nine months ended September 30, 2002 was lower than the statutory rate partly because of the tax strategies in place to reduce various state taxes in the United States, and partly because of tax planning in Europe. The effective rate for the first nine months of 2001 was higher than the statutory rate primarily because of the nondeductible amortization of goodwill related to various acquisitions made in the past. Goodwill amortization, net of taxes, during the nine months ended September 30, 2001 was $3.7 million. The cumulative effect of a change in accounting principle is discussed below in the paragraph The Impact of Adopting SFAS 142. No adjustment was made for the impairment of goodwill during the nine months ended September 30, 2002 based on the impairment tests performed by INTERMET.
An extraordinary item related to the extinguishment of the bank term loan of $0.6 million, net of taxes, was recorded in the second quarter of 2002.
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The Impact of Adopting SFAS 142
On January 1, 2002, we adopted SFAS 142, Goodwill and Other Intangible Assets. Under this statement, goodwill is no longer amortized but is subject to annual impairment analysis (or more frequent tests if impairment indicators arise). As required under SFAS 142, we wrote off negative goodwill of $481,000, net of taxes, in the first quarter of 2002 as a cumulative effect of a change in accounting principle. In addition, we performed impairment tests of our goodwill as required and determined that no impairment of the goodwill existed at the effective date of adoption. See note 4 in the accompanying notes to interim condensed consolidated financial statements for further discussion.
Critical Accounting Policies and Estimates
Our interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which require us to make estimates, judgments and assumptions that affect the reported amounts of certain assets, liabilities, revenues, expenses and related disclosures and contingencies. We evaluate estimates used in preparation of our financial statements on a continual basis. Our critical accounting policies as previously disclosed in Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies, as described in our annual report on Form 10-K for the year ended December 31, 2001, have not changed with the exception of goodwill due to the adoption of SFAS 142 as previously described.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We have exposure to four types of market risk. The first is the risk of interest rate changes and how it impacts our current results. Second, we have risk with regard to foreign currency and its impact on our international operating results. Third, we have risk related to commodity pricing where we experienced price increases in scrap steel, which is one of the primary raw materials used in our operations. These increases will be mitigated in the fourth quarter due to customer contracts that provide for pass-through of cost increases. These pass-through typically have a 60-90 day lag before becoming effective. We also have risk related to commodity pricing in energy costs. Last, we have consumer risk. We operate principally in the cyclical automotive industry. A weakening of the economy represents a risk to our operating results.
There has been no material change in market risk since December 31, 2001 with the exception of the raw material costs discussed in the previous paragraph.
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Item 4. Controls and Procedures
(a) | We have conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended, within 90 days of the filing date of this report. Based on our evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us is recorded, processed, summarized and reported within the required time periods. | |
(b) | There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referenced in paragraph (a) above. |
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Part II Other Information
Item 1. Legal Proceedings
On March 14, 2002, we entered into a Consent Order with the U.S. Environmental Protection Agency, which will require investigation of the nature and extent of any hazardous waste disposed of at our Radford, Virginia facilities. We have entered into this Consent Order in connection with the USEPAs Corrective Action Program. The Corrective Action Program is being undertaken on a nationwide basis by USEPA pursuant to the Resource Conservation and Recovery Act of 1976. The Corrective Action Program requires facilities that have historically generated or handled hazardous waste to determine whether those activities have or could adversely affect groundwater or adversely affect human health. We are in the early stages of this investigation. Because we historically disposed of waste material at this site, it is possible that fines or penalties could be assessed, or that remedial action could be required, with respect to that on-site disposal. At this time we cannot predict the amount of any potential fines or penalties or the cost of remedial action, if any.
On March 5, 2000 we suffered a catastrophic accidental explosion and fire at its New River Foundry, located in Radford, Virginia. Three employees were fatally injured and others were injured, several seriously. On March 2, 2002 the representatives of the three deceased employees, and three of the injured employees, filed lawsuits seeking damages from the Company and others in the Circuit Court for the City of Radford, Virginia. It is also possible that one or more of the other defendants in these cases might assert cross-claims against us. We intend to defend these lawsuits on the ground that, among other things, the claims asserted against us are barred by the laws of Virginia governing workers compensation. We have both primary and excess liability insurance policies covering potential liability to employees and others and believe that we are adequately insured against any likely liability for the deaths or injuries arising out of this incident. However, if we were held to be liable in these cases, and if our insurance policies did not provide coverage for the damages, the amounts that could be incurred could be material.
We are engaged in various other legal proceedings and other matters incidental to our normal business activities. We do not believe there are any other 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.
There have been no other material changes in matters reported in the Form 10-K for the year ended December 31, 2001.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
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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
On August 15, 2002, we filed a report on Form 8-K containing press releases related to the resignation of our Chief Financial Officer and the appointment of a new Chief Financial Officer.
On September 13, 2002, we filed a report on Form 8-K containing a press release concerning our 3rd quarter 2002 earnings.
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Signature
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.
INTERMET Corporation | ||||
By: | /s/ Robert E. Belts Robert E. Belts Vice President of Finance and Chief Financial Officer |
|||
Date: | November 13, 2002 |
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Certifications
I, John Doddridge, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of INTERMET Corporation; | |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; | |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: |
a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; | ||
b) | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and | ||
c) | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function): |
a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and | ||
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and |
6. | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Date: November 13, 2002 |
/s/ John Doddridge Chairman and Chief Executive Officer |
37
Certifications
I, Robert E. Belts, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of INTERMET Corporation; | |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; | |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: |
a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; | ||
b) | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and | ||
c) | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function): |
a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and | ||
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and |
6. | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Date: November 13, 2002 |
/s/ Robert E. Belts Vice President of Finance and Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. | Document | ||||
3.2 |
By-laws of INTERMET Corporation, as amended October 10, 2002 | ||||
99.1 |
Certification of Chief Executive Officer | ||||
99.2 |
Certification of Chief Financial Officer |
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