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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ Annual Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
For the fiscal year ended December 31, 1993.
Commission File No. 0-13787
/ / Transition Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
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 or organization)
58-1563873
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(I.R.S. Employer Identification No.)
Suite 1600, 2859 Paces Ferry Road, Atlanta, Georgia 30339
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(404) 431-6000
Name of each exchange on which registered: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$0.10 par value
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 .
--- ---
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10K. .
----
Aggregate market value of the voting stock held by
nonaffiliates of the Registrant as of March 17, 1994 was $180,798,357 based on
the closing sale price of the Common Stock as quoted on The Nasdaq National
Market, $9.50. See Item 12.
At March 17, 1994 there were 24,580,719 shares of Common
Stock, $0.10 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1993 are incorporated by reference into Parts I and II.
Portions of the Registrant's definitive Proxy Statement for the 1994 Annual
Meeting of Shareholders, filed with the Commission, are incorporated by
reference into Part III.
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PART I
ITEM 1. BUSINESS
GENERAL
The Registrant is a leading independent manufacturer of precision
ductile and gray iron castings, with production facilities in North America and
Germany. The Registrant's castings are used primarily in automobiles and light
trucks, as well as in heavy trucks, construction and farm equipment, air
conditioning and refrigeration equipment and internal combustion engines. The
Registrant specializes in safety-related parts critical to vehicle control that
meet its customers' exacting metallurgical, dimensional and quality control
standards. Products manufactured for the automotive, light truck and heavy
truck industries include brake parts, steering components, differential cases,
camshafts and crankshafts. The Registrant provides castings used by over 20
automobile manufacturers throughout the world, including Ford, Chrysler,
General Motors, Volkswagen, BMW and Mercedes-Benz.
As used herein, the term "Registrant" refers collectively to Intermet
Corporation and its subsidiaries, and their respective predecessors, except
where otherwise indicated by context.
RECENT DEVELOPMENTS
On August 30, 1993 the Registrant announced plans to permanently close
its Lower Basin foundry in Lynchburg, Virginia. The Lower Basin foundry had
been operating well below its capacity of 70,000 tons in recent years. The
foundry stopped pouring iron in December 1993 and is expected to close
completely in 1994. The foundry employed approximately 660 people at the time
the closing was announced. Primarily as a result of the decision to close this
foundry, the Registrant recorded a restructuring charge of $24 million in the
third quarter of 1994.
The Board of Directors of the Registrant suspended the regular
quarterly dividend in October 1993 pending an improvement in the Registrant's
operating performance.
PRODUCTS, MARKETS AND SALES
The Registrant specializes in safety-related parts critical to vehicle
control, including brake parts and steering system components, as well as
differential cases, camshafts and crankshafts. The Registrant produces
housings, wheels, brake parts and brackets for the construction and earthmoving
equipment industries. Products for other industries include compressor parts
for refrigeration and air conditioning units, cylinder heads, manifolds, valves
and gears. The Registrant is seeking to expand its products to include
aluminum castings.
The Registrant has had a longstanding quality assurance program and is
committed to maintaining its reputation for high quality products and timely
delivery. For example, the Archer Creek, Radford Shell, New River and Columbus
foundries and the PBM machining facility hold Ford's Q-1 quality award. The
Archer Creek, Radford Shell and Ironton foundries and the Columbus machining
facility hold Chrysler's Pentastar award. Radford Shell also holds the
Caterpillar Certified Supplier award.
The Registrant markets its products exclusively through its own sales
and customer service staff, except in Europe where it also uses independent
sales representatives. The Registrant currently maintains sales offices in
Michigan, Ohio, Virginia and Germany. The Registrant produces principally to
customer order and does not maintain any significant inventory of finished
goods not on order.
The Registrant provides extensive production and technical training to
its sales staff. This technical background enables the sales staff to act as
an effective liaison between customers and the
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Registrant's production personnel and permits the Registrant to offer
customer assistance at the design stage of major casting programs. The
Registrant also employs quality assurance representatives and engineers who
work with customers' manufacturing personnel to detect and avoid potential
problems and to develop new product opportunities for the Registrant. In
addition to working with customer purchasing personnel, the Registrant's sales
engineers confer with design engineers and other technical staff.
During 1991, 1992 and 1993, direct sales to Ford accounted for 20%,
20% and 23%, respectively, direct sales to Chrysler accounted for 23%,
22% and 23%, respectively, and direct sales to General Motors Corporation
accounted for 6%, 10% and 10%, respectively, of the Registrant's consolidated
net sales. The loss of any of these customers or a substantial reduction in
their purchases from the Registrant would have a material adverse effect on the
Registrant. The Registrant's six largest customers accounted for approximately
71%, 73% and 76% of the Registrant's consolidated net sales during 1991, 1992
and 1993, respectively.
The following table sets forth information regarding sales by the
Registrant to customers in these markets during 1991, 1992 and 1993.
1991 1992 1993
-------------- ---------------- --------------
Sales % Sales % Sales %
----- - ----- - ----- -
(Dollars in thousands)
U.S. Passenger cars and light trucks . . . . . . . . . . . . . $188,000 59 $259,800 65 $328,500 74
U.S. Industrial . . . . . . . . . . . . . . . . . . . . . . . . 50,500 16 39,800 10 42,100 9
Foreign passenger cars and light
trucks . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,300 25 102,400 25 73,600 17
-------- -------- --------
Total Sales . . . . . . . . . . . . . . . . . . . . . . . . . . $319,800 $402,000 $444,200
======== ======== ========
In 1993 reported sales included 381,000 tons of casting shipments. The
Registrant's foundries operated at 82% of average annual capacity during 1993.
MANUFACTURING, MACHINING AND DESIGN
The Registrant produces both ductile and gray iron castings. Gray
iron, the oldest and most widely used cast iron, is readily cast into intricate
shapes that are easily machinable and wear resistant. Ductile iron, which is
produced by removing sulphur from the molten iron and adding magnesium and
other alloys, has greater strength and elasticity than gray iron, and its use
as a higher strength substitute for gray iron and a lower-cost substitute for
steel has grown steadily. For the years ended December 31, 1991, 1992 and
1993, sales of ductile iron castings represented 82%, 85% and 87%,
respectively, of the Registrant's total sales of castings, the balance being
gray iron. The Registrant's castings range in size from small pieces weighing
less than one pound to castings weighing up to 100 pounds.
The manufacturing process involves melting steel scrap and pig iron in
cupola or electric furnaces, adding various alloys and pouring the molten metal
into molds made primarily of sand. The molten metal solidifies and cools in
the molds, and the molds are broken and removed.
Customers usually specify the properties their castings are to embody,
such as hardness and strength, and the Registrant determines how best to meet
those specifications. Constant testing and monitoring of the manufacturing
process is necessary to maintain the quality and performance consistency of the
castings. Electronic testing and monitoring equipment, including x-ray, cobalt
x-ray, ultrasonic
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and magnetic-particle testing equipment, is used extensively in grading scrap
metal, analyzing molten metal and testing castings. The Registrant also uses
its testing equipment and procedures to provide particular tests requested by a
customer for its castings.
Many castings require machining (which may include drilling, threading
or cutting operations) before they can be put to their ultimate use. Most
customers machine their own castings or have them machined by third parties.
The Registrant operates facilities in Columbus, Georgia and Chesterfield,
Michigan, where it machines castings produced by it or by others. The
Registrant also contracts with other companies to machine castings it produces
before shipment to customers.
The Registrant's design and engineering teams assist the customer, when
requested, in the initial stages of product creation and modification. Among
other computer-aided design techniques, the Registrant uses three-dimensional
solid modeling software in conjunction with rapid prototype equipment. This
equipment greatly enhances the Registrant's design flexibility and, depending
on the complexity of the product, can reduce the time required to produce
sample castings for customers by several weeks.
RESEARCH AND DEVELOPMENT
The Registrant conducts process and product development programs,
principally at its separate research and development foundry located adjacent
to the Archer Creek facility in Lynchburg, Virginia, and to a lesser extent at
the laboratories in its other facilities. Current research and testing
projects encompass both new manufacturing processes and product development.
The research foundry has a self-contained melting and molding facility with
complete metallurgical, physical and chemical testing capabilities. The work
on new manufacturing processes is focused on ways to lower costs and improve
quality. Product development work includes projects to enhance existing iron
castings, such as austempering, which enhances the strength and elasticity of
iron, as well as projects to develop new products, such as the conversion of
forgings to castings.
COMPETITION
The Registrant competes with many other foundries, both in the United
States and Europe. Some of these foundries are owned by major users of iron
castings, and a number of foundry operators have, or are subsidiaries of
companies which have, greater financial resources than the Registrant. For
example, the three largest domestic automobile manufacturers, which are among
the Registrant's largest customers, operate their own foundries. However, they
also purchase a significant amount of castings from the Registrant and others,
and there is a trend toward increased outsourcing by the domestic original
equipment manufacturers. Castings produced by the Registrant also compete to
some degree with malleable iron castings, other metal castings and steel
forgings.
The machining industry is highly fragmented and competitive. As in the
foundry industry, large purchasers of machined components often have
significant in-house capabilities to perform their own machining work.
The Registrant competes primarily on the basis of product quality,
engineering, service and price. The Registrant emphasizes its ability to
produce complex, precision-engineered products in order to compete for
value-added castings that generally provide a higher profit margin.
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RAW MATERIALS
The primary raw material used by the Registrant to manufacture iron
castings is steel scrap. The Registrant is not dependent on any single
supplier of scrap. The Registrant has no long-term contractual commitments
with any scrap supplier and does not anticipate any difficulties in obtaining
scrap because of the large number of suppliers and because of the Registrant's
position as a major purchaser. The cost of steel scrap is subject to
fluctuations, but the Registrant has implemented arrangements with most of its
customers for adjusting its castings prices to reflect those fluctuations.
The Registrant has contractual arrangements, which expire at various
times through 1998, for the purchase of various materials, other than steel
scrap, used in or during the manufacturing process. While these contracts and
the Registrant's overall level of purchases provide some protection against
price increases, in most cases the Registrant does not have specific
arrangements in place to adjust its casting prices for fluctuations in the
prices of alloys and other materials.
CYCLICALITY AND SEASONALITY
Most of the Registrant's products are generally not affected by
year-to-year automotive style changes. However, the inherent cyclicality of
the automotive industry has affected the Registrant's sales and earnings during
periods of slow economic growth or recession. For example, North American
automotive production in 1991 was at its lowest level in almost ten years, but
by 1993 had risen more than 20% over the 1991 level. On the other hand, much
of Europe was in a recession during 1993, and automotive production fell
significantly from the previous year. The Registrant's third and fourth
quarter sales are usually lower than first and second quarter sales due to
plant closings by automakers for vacations and model changeovers.
BACKLOG
Most of the Registrant's business involves supplying all or a stated
portion of the customer's annual requirements, generally flexible in amount,
for a particular casting against blanket purchase orders. The lead time and
cost of commencing production of a particular casting tend to inhibit transfers
of production from one foundry to another. Customers typically issue firm
releases and shipping schedules on a monthly basis. The Registrant's backlog
at any given time therefore consists only of the orders which have been
released for shipment. The backlog at December 31, 1993 was approximately $50
million, compared to approximately $44 million at December 31, 1992.
EMPLOYEES
At February 6, 1994, the Registrant employed 4,151 persons, including
3,686 in the United States. Of the persons employed in the United States,
2,885 were hourly manufacturing personnel, and the remainder were clerical,
sales and management personnel. The Registrant employed 465 persons in
Germany, 384 of whom were hourly manufacturing personnel. Most of the
manufacturing personnel are represented by unions under collective bargaining
agreements expiring at various times through 1997. Three domestic bargaining
agreements covering approximately 989 hourly employees expire in 1994. The
Registrant entered into a replacement agreement for one facility, covering 363
employees, in February 1994, and expects to enter into replacement agreements
for the other expiring agreements, as well.
The Registrant from time to time adjusts the size of its work force to
meet fluctuations in production demands at various facilities. During the past
ten years the Registrant has not experienced
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any strike or work stoppage, other than a five-week strike by the 69 covered
employees at the Hibbing, Minnesota plant during 1992. The Registrant believes
that its relationship with its employees is satisfactory.
ENVIRONMENTAL MATTERS
The Registrant's operations are subject to various federal, state and
local laws and regulations relating to the protection of the environment.
These regulations, which are implemented principally by the EPA and
corresponding state agencies, govern the management of solid and hazardous
waste, the discharge of pollutants into the air and into surface and
underground waters, and the manufacture and disposal of chemical substances.
The Registrant believes that current operations of its facilities are in
substantial compliance with applicable environmental laws, regulations and
government orders.
In February 1992 the Registrant's Board of Directors established an
Environmental Compliance Committee to oversee the Registrant's environmental
program. The Registrant has completed internal environmental reviews of all of
its facilities and intends to remedy all non-complying situations. In
addition, the Registrant has increased its environmental compliance staff and
has expanded its training programs to emphasize environmental matters.
The Registrant is currently in the process of attempting to resolve
certain environmental matters with various governmental agencies and third
parties. In addition to the administrative complaint filed by the EPA and the
issue raised by the Ohio Attorney General's Office described in "Item 3 --
Legal Proceedings", these matters include the closure of five former hazardous
waste treatment units at the Archer Creek and Radford Shell facilities, the
remediation of soil and groundwater contamination at the Lower Basin foundries,
and certain other soil remediation and clean-up projects. The Registrant
believes that expenses to be incurred in resolving these matters will not
materially exceed reserves established for such purposes or cause the
Registrant to exceed its level of anticipated capital expenditures. However,
it is not possible to accurately predict such costs.
The recent amendments to the federal Clean Air Act are expected to have
a major impact on the compliance costs of many U.S. companies, including
foundries of the type owned by the Registrant. Until regulations implementing
those amendments are adopted by the federal and state governments, it is not
possible to estimate such costs.
Over the years, the Registrant has landfilled wastes, such as baghouse
dust and foundry sand, on or near its foundry properties. The Registrant
believes its landfills and its other waste management units comply with all
existing regulations. However, it is not possible to predict whether, or to
what extent, future federal, state or local regulations will require the
Registrant to incur additional costs to monitor, close, remediate or otherwise
manage those units in ways not currently contemplated.
FOREIGN OPERATIONS
Information as to revenues, operating profits and identifiable assets
for its foreign operations for 1993, 1992 and 1991 is contained in Note 11 of
the consolidated financial statements included in the Registrant's 1993 Annual
Report to Shareholders included as Exhibit 13 to this Report and is
incorporated herein by reference.
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EXECUTIVE OFFICERS OF THE REGISTRANT
Executive officers are elected by the Board of Directors annually at
its meeting immediately following the Annual Meeting of Shareholders, and hold
office until the next Annual Meeting unless they sooner resign or are removed
from office by the Board of Directors.
The executive officers of the Registrant as of February 10, 1994 and
their ages and principal positions with the Registrant as of that date are as
follows:
Name (Age) Principal Position(s)
---------- ---------------------
George W. Mathews, Jr (66) Chairman of the Board, Chief
Executive Officer and President
Curtis W. Tarr (69) Vice Chairman of the Board of the Registrant and President,
Intermet International, Inc.
E. A. Bodnar (65) President of Intermet Foundries, Inc.
Thomas J. Trezek (66) Executive Vice President
John D. Ernst (50) Vice President - Finance, Chief Financial Officer and
Secretary - Treasurer
James W. Rydel (49) Vice President - Human Resources
Peter C. Bouxsein (40) Controller
Daryl R. Marsh (55) Vice President
Mr. Mathews has occupied the positions of Chairman and Chief Executive
Officer of the Registrant since its organization. He became President of the
Registrant in 1991.
Mr. Tarr has served as a director of the Registrant since 1984, Vice
Chairman of the Board of the Registrant since 1992, President of Intermet
International, Inc. since 1991, and a consultant to the Registrant from late
1989 through 1990. He was employed as Dean and professor of the Johnson
Graduate School of Management at Cornell University from 1984 through 1989 and
remained as professor through June 1990.
Mr. Bodnar was Vice President - Foundry Sales of the Registrant from
1987 to 1991, when he became President of Intermet Foundries, Inc. Mr. Bodnar
joined Lynchburg Foundry Company in 1951, and he has held management positions
in Intermet Foundries, Inc. and the Registrant since 1984.
Mr. Trezek has served as Executive Vice President of the Registrant
since February 10, 1994. From 1991 to 1993 he was President of Knight
Facilities Management, a division of Lester B. Knight. He was director of
training and retraining resources at Delta College from 1988 to 1991. From
1987 to 1988 he served as an instructor of management courses at Saginaw Valley
State University and Delta College. Prior to that time he held various
management positions with the Central Foundry Division of General Motors
Corporation.
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Mr. Ernst became Treasurer in 1984 and Secretary of the Registrant in
1986. He was named Vice President - Finance and Chief Financial Officer in
1991.
Mr. Rydel has served as Vice President - Human Resources of the
Registrant since 1991. He served as Director of Compensation and Benefits of
the Registrant from 1986 until 1990, when he became Director of Human Resources
of the Registrant.
Mr. Bouxsein became Controller of the Registrant in 1991. From 1987
until 1991 he was Corporate Director - Financial Reporting of the Registrant.
Mr. Marsh became Vice President of the Registrant in August 1993. From
1969 through 1993, Mr. Marsh was employed by Simpson Industries, Inc., most
recently as Group Vice President, Transmission and Chassis Group.
ITEM 2. PROPERTIES
The Registrant currently owns or operates or has an ownership interest
in 10 ductile and gray iron foundries, one aluminum test foundry and one
research foundry. Most castings can be produced at more than one of the
Registrant's foundries.
The following provides information about the location and capacity of
the iron foundries, all of which are wholly-owned by the Registrant:
Approximate
Name Location Annual Capacity (Tons)
- ---- -------- ----------------------
Archer Creek Campbell County, Virginia 85,000
Ironton Iron Ironton, Ohio 80,000
Columbus Foundries Columbus, Georgia 72,000
Radford Shell Radford, Virginia 55,000
Columbus Neunkirchen Neunkirchen, Germany 60,000
New River Radford, Virginia 35,000
Lower Basin Green Sand Lynchburg, Virginia 22,000
Lower Basin Shell Lynchburg, Virginia 45,000
Northern Castings Hibbing, Minnesota 14,000
Pennsylvania Castings Landisville, Pennsylvania 10,000
------
Total 478,000
=======
The Registrant continually reviews the operation of its foundries and
may from time to time close one or more foundries on a permanent or temporary
basis due to its production needs and general business and economic conditions.
The Pennsylvania foundry is currently idled, and the Lower Basin foundries will
be closed in 1994.
The aluminum test foundry is located in Lewisport, Kentucky and is
jointly owned by the Registrant and Comalco Aluminum, Ltd. The research
foundry is located in Virginia and is wholly-owned by the Registrant.
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The Registrant owns or leases several machining and design facilities.
The Registrant owns a 100,000 square foot machining facility in Columbus,
Georgia. The Registrant also has a machining operation housed in a leased
facility containing approximately 200,000 square feet in Chesterfield,
Michigan. InterMotive Technologies, Inc., a subsidiary providing engineering
and design services, operates from a 38,000 square foot leased facility in Van
Buren Township, Michigan.
In addition, the Registrant owns or leases certain executive, sales,
and other management offices, located in Georgia, Michigan, Ohio and Virginia.
The Registrant believes that all of its facilities are well maintained.
The only property of the Registrant which secures long-term
indebtedness is the German foundry, which secures indebtedness with an
aggregate outstanding principal balance at December 31, 1993 of $4,802,000.
See Note 6 to the consolidated financial statements of the Registrant included
in the Registrant's 1993 Annual Report to Shareholders included as Exhibit 13
to this Report for additional information on secured debt.
ITEM 3. LEGAL PROCEEDINGS
Except as set forth below, the Registrant is not aware of any material
pending or threatened legal proceedings to which the Registrant or any of its
subsidiaries is a party or of which any of their property is the subject.
On August 5, 1991 Lynchburg Foundry Company ("Lynchburg"), a
wholly-owned subsidiary of the Registrant, was served with a complaint (the
"Complaint") dated July 31, 1991 by the United States Environmental Protection
Agency (the "EPA"). The Complaint alleges certain violations by Lynchburg of
the Resource Conservation and Recovery Act ("RCRA"), the most significant of
which relates to the treatment of certain hazardous waste at two of Lynchburg's
foundry sites. The EPA initially proposed a civil penalty of $1,514,000, which
Lynchburg appealed. Lynchburg and the EPA have reached an agreement in
principle calling for a penalty of $330,000. The Registrant has made certain
provisions in its consolidated financial statements for the penalty and
remediation costs. Management does not expect this matter to have a material
adverse effect on the Registrant's results of operations or financial
position.
The Registrant has entered into negotiations with the Office of the
Ohio Attorney General with respect to certain past violations by the
Registrant's Ironton, Ohio foundry of Ohio water pollution laws and
regulations. In a letter dated March 15, 1994, the Attorney General's Office
advised the Registrant that the Registrant could avoid litigation with respect
to such violations by entering into a consent order. The Registrant will fully
respond to the Attorney General's letter by mid April 1994 and expects to enter
into a consent order providing for monetary penalties. Management does not
expect this matter to have a material adverse effect on the Registrant's
operations or financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders of the
Registrant during the fourth quarter of the fiscal year covered by this
Report.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
MARKET INFORMATION AND DIVIDENDS
The information contained in Note 12 to the consolidated financial
statements of the Registrant included in the Registrant's Annual Report to
Shareholders for the fiscal year ended December 31, 1993, furnished to the
Commission as Exhibit 13 to this Report, is hereby incorporated herein by
reference.
The Registrant's Common Stock, $0.10 par value, is traded in the
over-the-counter market under the Nasdaq symbol "INMT." As of March 1, 1994,
there were approximately 881 holders of record of the Registrant's Common
Stock.
The Board of Directors of the Registrant suspended payment of the
regular quarterly dividend in October 1993 pending improvement in the
Registrant's operating performance. Even if payment of dividends resumes, the
payment is subject to the discretion of the Board of Directors and will depend
upon the results of operations and financial condition of the Registrant and
other factors the Board of Directors deems relevant. The Registrant is also
subject to restrictions on the payment of dividends under certain loan
agreements. As of December 31, 1993, all of the Registrant's retained earnings
were restricted and unavailable for the payment of dividends under those
agreements.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data included in the Registrant's 1993 Annual Report
to Shareholders, portions of which are furnished to the Commission as Exhibit
13 to this Report, under the headings "Statement of Operations Data," "Share
Data" and "Balance Sheet Data," are hereby incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
The information included under the heading "Discussion of Financial
Information" in the Registrant's 1993 Annual Report to Shareholders, portions
of which are furnished to the Commission as Exhibit 13 to this Report, is
hereby incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and related notes of the
Registrant and the report of the independent auditors thereon included in the
Registrant's 1993 Annual Report to Shareholders, portions of which are
furnished to the Commission as Exhibit 13 to this Report, are hereby
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Within the 24-month period prior to the date of the Registrant's
financial statements for the fiscal year ended December 31, 1993, the
Registrant did not change auditors and had no disagreement with its auditors on
any matter of accounting principles or practices or financial statement
disclosure.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information contained under the heading "INFORMATION ABOUT NOMINEES
FOR DIRECTORS" in the definitive Proxy Statement used in connection with the
solicitation of proxies for the Registrant's Annual Meeting of Shareholders to
be held April 28, 1994, filed with the Commission, is hereby incorporated
herein by reference. Pursuant to Instruction 3 to Paragraph (b) of Item 401 of
Regulation S-K, information relating to the executive officers of the
Registrant is included in Item 1 of this Report.
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the heading "EXECUTIVE COMPENSATION" in
the definitive Proxy Statement used in connection with the solicitation of
proxies for the Registrant's Annual Meeting of Shareholders to be held April
28, 1994, filed with the Commission, is hereby incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information contained under the heading "VOTING SECURITIES AND
PRINCIPAL HOLDERS" in the definitive Proxy Statement used in connection with
the solicitation of proxies for the Registrant's Annual Meeting of Shareholders
to be held April 28, 1994, filed with the Commission, is hereby incorporated
herein by reference.
For purposes of determining the aggregate market value of the
Registrant's voting stock held by nonaffiliates, shares held by all current
directors and executive officers of the Registrant have been excluded. The
exclusion of such shares is not intended to, and shall not, constitute a
determination as to which persons or entities may be "affiliates" of the
Registrant as defined by the Securities and Exchange Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained under the headings "CERTAIN TRANSACTIONS" and
the second paragraph of "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION" in the definitive Proxy Statement used in connection with the
solicitation of proxies for the Registrant's Annual Meeting of Shareholders to
be held April 28, 1994, filed with the Commission, is hereby incorporated
herein by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a) 1. Financial Statements
The following consolidated financial statements and notes thereto of the
Registrant and its subsidiaries contained in the Registrant's 1993 Annual Report
to Shareholders are incorporated by reference in Item 8 of this Report:
Consolidated Balance Sheets at December 31, 1993 and 1992
Consolidated Statements of Operations for the Years Ended December 31,
1993, 1992 and 1991
Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 1993, 1992 and 1991
Consolidated Statements of Cash Flows for the Years Ended December 31,
1993, 1992 and 1991
Notes to Consolidated Financial Statements
Report of Independent Auditors
2. Financial Statement Schedules
The following consolidated financial statement schedules for the
Registrant are filed as Item 14(d) hereof, beginning on page F-1.
Consent of Independent Auditors
Schedule II - Amounts Receivable from Related Parties and
Underwriters, Promoters and Employees Other than Related Parties
Schedule V - Property, Plant and Equipment
Schedule VI - Accumulated Depreciation and Amortization of Property,
Plant and Equipment
Schedule VIII - Valuation and Qualifying Accounts
Schedule X - Supplementary Income Statement Information
-12-
13
3. Exhibits
The following exhibits are required to be filed with this Report by
Item 601 of Regulation S-K:
Exhibit
Number Description of Exhibit
- ------ ----------------------
3.1 and 4.1 Amended and Restated Articles of Incorporation of the Registrant (included as Exhibit 4.1 to the
Registrant's Form S-3 Registration Statement, filed June 3, 1992, File No. 33-48304, previously filed
with the Commission and incorporated herein by reference).
3.2 and 4.2 By-Laws of the Registrant, as amended.
4.3 Promissory Note of Lynchburg Foundry Company, dated December 1, 1973, payable to Industrial Development
Authority of the City of Lynchburg, Virginia in the original principal amount of $4,400,000.*
4.4 Guaranty Agreement, dated December 1, 1973, by and between The Mead Corporation and the Industrial
Development Authority of the City of Lynchburg, Virginia.*
4.5 Trust Indenture, dated December 1, 1973, by and among Industrial Development Authority of the City of
Lynchburg, Virginia, Lynchburg Foundry Company and United Virginia Bank, as trustee.*
4.6 Promissory Notes of Lynchburg Foundry Company, dated June 1, 1976, payable to Industrial Development
Authority of the City of Lynchburg, Virginia, in the original principal amounts of $2,700,000,
$1,000,000, $550,000 and $550,000, respectively.*
4.7 Guaranty Agreement, dated June 1, 1976, of The Mead Corporation in favor of Industrial Development
Authority of the City of Lynchburg, Virginia.*
4.8 Trust Indenture, dated June 1, 1976, by and among Industrial Development Authority of the City of
Lynchburg, Virginia, Lynchburg Foundry Company and United Virginia Bank, as trustee, with respect to
Pollution Control Revenue Bonds (Mead-Lynchburg Foundry Project), Series 1976, Series 1976A, Series 1976B
and Series 1976C.*
4.9 Loan Contract, dated September 28, 1988, by and between Columbus Neunkirchen Foundry GmbH and
Saarlandische Investitionskreditbank, relating to a loan in the original principal amount of DM 740,000.*
4.10 Loan Contract, dated October 11, 1988, by and between Columbus Neunkirchen Foundry GmbH and the
Landesbank Saar Girozentrale, relating to a loan in the original principal amount of DM 1,550,000.*
4.11 Loan Contract, dated December 14, 1988, by and between Columbus Neunkirchen Foundry GmbH and
Saarlandische Investitionskreditbank, relating to a loan in the principal amount of DM 3,833,500.*
-13-
14
4.12 Loan Contract, dated January 20, 1982, by and between Columbus Neunkirchen Foundry GmbH and Saarlandische
Investitionskreditbank, relating to a loan in the principal amount of DM 1,450,000.*
4.13 Loan Contract, dated March 1, 1989, by and between Columbus Neunkirchen Foundry GmbH and Saarlandische
Investitionskreditbank, relating to a loan in the principal amount of DM 2,000,000.*
4.14 Loan Contract, dated April 12, 1989, by and between Columbus Neunkirchen Foundry GmbH and Landesbank Saar
Girozentrale, relating to a loan in the principal amount of DM 2,725,000.*
4.15 Loan Contract, dated April 8, 1993, by and between Columbus Neunkirchen Foundry GmbH and IKB
International, relating to a loan in the principal amount of DM 3,000,000.*
4.16 Credit Agreement, dated August 31, 1992, by and among the Registrant, Trust Company Bank, NBD Bank, N.A.,
Wachovia Bank of North Carolina, The First National Bank of Boston, First Union National Bank of Georgia,
NationsBank of North Carolina, N.A., The First National Bank of Louisville, Trust Company Bank, as agent,
and Landesbank Saar Girozentrale, relating to a $75,000,000 and DM 8,000,000 Revolving Credit and Related
Promissory Notes (included as Exhibit 4.16 to the Registrant's Form 10-K for the year ended December 31,
1992, File No. 0-13787, previously filed with the Commission and incorporated herein by reference).
4.17 First Amendment to Credit Agreement dated August 31, 1992, by and among the Registrant, Trust Company
Bank, Landesbank Saar Girozentrale, NBD Bank, N.A., Wachovia Bank of Georgia, N.A., The First National
Bank of Boston, First Union National Bank of Georgia, NationsBank of Georgia, N.A., The First National
Bank of Louisville and Trust Company Bank, as agent, dated December 11, 1992, relating to a $75,000,000
and DM 8,000,000 Revolving Credit (included as Exhibit 4.17 to the Registrant's Form 10-K for the year
ended December 31, 1992, File No. 0-13787, previously filed with the Commission and incorporated herein
by reference).
4.18 Waiver and Second Amendment to Credit Agreement dated August 31, 1992, by and among the Registrant, Trust
Company Bank, Landesbank Saar Girozentrale, NBD Bank, N.A., Wachovia Bank of Georgia, N.A., The First
National Bank of Boston, First Union National Bank of Georgia, NationsBank of Georgia, N.A., The First
National Bank of Louisville and Trust Company Bank, as agent, dated March 19, 1993, relating to a
$75,000,000 and DM 8,000,000 Revolving Credit (included as Exhibit 4.18 to the Registrant's Form 10-K for
the year ended December 31, 1992, File No. 0-13787, previously filed with the Commission and incorporated
herein by reference).
4.19 Waiver and Third Amendment to Credit Agreement dated August 31, 1992, by and among the Registrant, Trust
Company Bank, Landesbank Saar Girozentrale, NBD Bank, N.A., Wachovia Bank of Georgia, N.A., The First
National Bank of Boston, First Union National Bank of Georgia, Nationsbank of Georgia, N.A., National
City Bank, Kentucky, formerly known as The First National Bank of Louisville and Trust Company Bank, as
agent, dated November 15, 1993, relating to a $75,000,000 and DM 8,000,000 Revolving Credit.
4.20 Note Agreement ("Prudential Note Agreement"), dated December 11, 1992, by and between the Registrant and
The Prudential Insurance Company of America, relating to $25,000,000 principal amount of 8.05% Senior
Notes due December 11, 2002 and Related
-14-
15
Promissory Notes (included as Exhibit 4.19 to the Registrant's Form 10-K for the year ended December 31,
1992, File No. 0-13787, previously filed with the Commission and incorporated herein by reference).
4.21 First Amendment to Prudential Note Agreement, dated March 24, 1993, executed by the Prudential Insurance
Company of America and the Registrant (included as Exhibit 4.20 to the Registrant's Form 10-K for the
year ended December 31, 1992, File No. 0-13787, previously filed with the Commission and incorporated
herein by reference).
4.22 Second Amendment to Prudential Note Agreement, dated November 16, 1993, executed by the Prudential
Insurance Company of America and the Registrant (including form of promissory note entered into in
connection therewith).
10.1 Intermet Corporation Key Individual Stock Option Plan, adopted April 25, 1984 (included as Exhibit 10.1
to the Registrant's registration statement on Form S-14, File No. 2-90815, previously filed with the
Commission and incorporated herein by reference).**
10.2 Amendment No. 1 to the Intermet Corporation Key Individual Stock Option Plan, dated as of August 4, 1988
(included as Exhibit 10.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1988, File No. 0-13787, previously filed with the Commission and incorporated herein by
reference).**
10.3 Amendment No. 2 to the Intermet Corporation Key Individual Stock Option Plan, dated October 27, 1988
(included as Exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1988, File No. 0-13787, previously filed with the Commission and incorporated herein by
reference).**
10.4 Form of Intermet Corporation Directors Stock Option Agreement (included as Exhibit 10.4 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988, File No. 0-13787,
previously filed with the Commission and incorporated herein by reference).**
10.5 Intermet Corporation Directors Stock Option Plan (included as Exhibit 10.6 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1990, File No. 0-13787, previously filed with
the Commission and incorporated herein by reference).**
10.6 Stock Purchase Agreement ("PBM Stock Purchase Agreement"), dated March 30, 1992, by and between the
Registrant, PBM Industries, Inc., Batten Design and Engineering Services, Inc., Wind Point Partners II,
L.P., The Prudential Insurance Company of America, Pruco Life Insurance Company, PruSupply Capital
Assets, Inc., Ingersoll Engineers, Inc. and certain individuals (included as Exhibit 2.1 to the
Registrant's Form 8-K dated March 31, 1992, File No. 0-13787, previously filed with the Commission and
incorporated herein by reference.)
10.7 Promissory Note, dated March 30, 1992, executed by Intermet Machining, Inc. in favor of Wind Point
Partners II, L.P., as Shareholders' Representative, in the principal amount of $438,754.58 (included as
Exhibit 10.7 to the Registrant's Form 10-K for the year ended December 31, 1992, File No. 0-13787,
previously filed with the Commission and incorporated herein by reference).
-15-
16
10.8 Promissory Note, dated March 30, 1992, executed by Intermet Machining, Inc. in favor of Pruco Life
Insurance Company, in the principal amount of $12,673.31 (included as Exhibit 10.8 to the Registrant's
Form 10-K for the year ended December 31, 1992, File No. 0-13787, previously filed with the Commission
and incorporated herein by reference)
10.9 Promissory Note, dated March 30, 1992, executed by Intermet Machining, Inc. in favor of PruSupply Capital
Assets, Inc., in the principal amount of $114,059.79 (included as Exhibit 10.9 to the Registrant's Form
10-K for the year ended December 31, 1992, File No. 0-13787, previously filed with the Commission and
incorporated herein by reference).
10.10 Promissory Note, dated March 30, 1992, executed by Intermet Machining, Inc. in favor of Wind Point
Partners II, L.P., as Shareholders' Representative, in the principal amount of $1,982,107 (included as
Exhibit 10.10 to the Registrant's Form 10-K for the year ended December 31, 1992, File No. 0-13787,
previously filed with the Commission and incorporated herein by reference).
10.11 Promissory Note, dated March 30, 1992, executed by Intermet Machining, Inc. in favor of Pruco Life
Insurance Company, in the principal amount of $35,240.53 (included as Exhibit 10.11 to the Registrant's
Form 10-K for the year ended December 31, 1992, File No. 0-13787, previously filed with the Commission
and incorporated herein by reference).
10.12 Promissory Note, dated March 30, 1992, executed by Intermet Machining, Inc. in favor of The Prudential
Insurance Company of America, in the principal amount of $317,164.79 (included as Exhibit 10.12 to the
Registrant's Form 10-K for the year ended December 31, 1992, File No. 0-13787, previously filed with the
Commission and incorporated herein by reference).
10.13 Guaranty Agreement, dated March 30, 1992, from Intermet in favor of the shareholders named in the PBM
Stock Purchase Agreement (included as Exhibit 10.13 to the Registrant's Form 10-K for the year ended
December 31, 1992, File No. 0-13787, previously filed with the Commission and incorporated herein by
reference).
10.14(a) Intermet Corporation Employee Stock Ownership Plan and Trust (1987), dated December 19, 1986, by and
between the Registrant and Trust Company Bank, as trustee (included as Exhibit 10.14 to the Registrant's
Form 10-K for the year ended December 31, 1992, File No. 0-13787, previously filed with the Commission
and incorporated herein by reference).**
10.14(b) Amendment No.1 to Intermet Corporation Employee Stock Ownership Plan and Trust (1987), dated October 29,
1987, by and between the Registrant and Trust Company Bank, as trustee (included as Exhibit 10.15 to the
Registrant's Form 10-K for the year ended December 31, 1992, File No. 0-13787, previously filed with the
Commission and incorporated herein by reference).**
10.14(c) Amendment No. 2 to Intermet Corporation Employee Stock Ownership Plan and Trust (1987), dated December
22, 1988, by and between the Registrant and Trust Company Bank, as trustee (included as Exhibit 10.16 to
the Registrant's Form 10-K for the year ended
-16-
17
December 31, 1992, File No. 0-13787, previously filed with the Commission and incorporated herein by
reference).**
10.14(d) Amendment No. 3 to Intermet Corporation Employee Stock Ownership Plan and Trust (1987), dated June 7,
1989, by and between the Registrant and Trust Company Bank, as trustee (included as Exhibit 10.17 to the
Registrant's Form 10-K for the year ended December 31, 1992, File No. 0-13787, previously filed with the
Commission and incorporated herein by reference).**
10.14(e) Amendment No. 4 to the Intermet Corporation Employee Stock Ownership Plan and Trust (1987), dated October
1, 1993, by and between the Registrant and Trust Company Bank, as trustee.**
10.15 Intermet Corporation 1993 Management Bonus Plan.**
10.16(a) Intermet Corporation Salaried Employees Severance Plan effective as of October 1, 1993.**
10.16(b) Amendment No. 1 to the Intermet Corporation Salaried Employees Severance Plan, dated December 20, 1993.**
10.17 1993 Special Voluntary Severance Plan for Salaried Employees of Intermet Foundries, Inc. and its
subsidiaries.**
10.18 Intermet Salary Continuation Plan (included as Exhibit 10.18 to the Registrant's Form 10-K for the year
ended December 31, 1992, File No. 0-13787, previously filed with the Commission and incorporated herein
by reference).**
10.19(a) Intermet Corporation Savings and Investment Plan and Trust, dated February 8, 1991, by and between the
Registrant and Trust Company Bank, as trustee (included as Exhibit 10.19 to the Registrant's Form 10-K
for the year ended December 31, 1992, File No. 0-13787, previously filed with the Commission and
incorporated herein by reference).**
10.19(b) Amendment No. 1 to the Intermet Corporation Savings and Investment Plan and Trust, dated April 13, 1993,
by and between the Registrant and Trust Company Bank, as trustee.**
10.19(c) Amendment No. 2 to the Intermet Corporation Savings and Investment Plan and Trust, dated October 1, 1993,
by and between the Registrant and Trust Company Bank, as trustee.**
11 Computation of Earnings per Common Share.
13 Annual Report to Shareholders. Certain portions of this Exhibit are incorporated by reference into this
Report on Form 10-K; except as so incorporated by reference, the Annual Report to Shareholders is not to
be deemed filed as part of this Report on Form 10-K.
21 Subsidiaries of the Registrant
23 Consent of Ernst & Young (included herein on Page F-1).
99 Notice of Annual Meeting and Proxy Statement of the Registrant.
- -------------------
*This instrument defines the rights of holders of long-term debt of the Registrant not being registered and the total amount
of securities authorized under the instrument does not exceed ten percent of the total assets of the Registrant and its subsidiaries
on a consolidated basis. This instrument is not being filed, but the Registrant will furnish a copy of this instrument to the
Commission upon request.
**Management contract or compensatory plan or arrangement required to be filed as an exhibit.
-17-
18
(b) No current reports on Form 8-K were filed during the fourth quarter
of the Registrant's 1993 fiscal year.
(c) The Registrant hereby files as exhibits to this Report the exhibits
set forth in Item 14(a)3 hereof.
(d) The Registrant hereby files as financial statement schedules to this
Report the financial statement schedules set forth in Item 14(a)2 hereof.
-18-
19
INDEX TO FINANCIAL STATEMENT SCHEDULES
Item Page
- ---- ----
Opinion and Consent of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
Schedule II - Amounts Receivable from Related Parties and Underwriters,
Promoters and Employees Other than Related Parties . . . . . . . . . . . . . . . . . . . . . . . . F-2
Schedule V - Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Schedule VI - Accumulated Depreciation and Amortization of Property, Plant and Equipment . . . . . . . . . F-4
Schedule VIII - Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5
Schedule X - Supplementary Income Statement Information . . . . . . . . . . . . . . . . . . . . . . . . . . F-6
20
Consent of Independent Auditors
We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Intermet Corporation of our report dated February 9, 1994, included in the
1993 Annual Report to Shareholders of Intermet Corporation.
Our audits also included the financial statement schedules on Intermet
Corporation listed in Item 14(a). These schedules are the responsiblity of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedules referred to above,
when considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
We also consent to the incorporation by reference in the Registration
Statements (Form S-8 Nos. 33-58354 and 33-58352) pertaining to the Intermet
Corporation Directors Stock Option Plan and the Intermet Corporation Key
Individual Stock Option Plan of our report dated February 9, 1994, with respect
to the consolidated financial statements incorporated herein by reference, and
our report included in the preceding paragraph with respect to the financial
statement schedules included in this Annual Report (Form 10-K) of Intermet
Corporation.
/s/ Ernst and Young
Atlanta, Georgia
March 29, 1994
F-1
21
Intermet Corporation
(Consolidated)
Schedule II
Amounts Receivable From Related Parties and Underwriters,
Promoters and Employees Other Than Related Parties
BALANCE AT
BEGINNING OF AMOUNT BALANCE AT
NAME OF DEBTOR PERIOD ADDITIONS COLLECTED END OF PERIOD
- ----------------------------------------------------------------------------------------------------
(In Thousands of Dollars)
Year ended December 31, 1993:
Eastern Inter-Trans
Services, Inc. $151 $ 7 $20 $138 (a)
==================================================================
Year ended December 31, 1992:
Eastern Inter-Trans
Services, Inc. $143 $ 8 $ - $151 (a)
==================================================================
Year ended December 31, 1991:
Eastern Inter-Trans
Services, Inc. $156 $ 14 $27 $143 (a)
==================================================================
(a) Includes current portion of $138, $151 and $143 in 1993, 1992 and 1991, respectively. At December 31, 1993 the amount owed
had not been paid in accordance with the terms of the note between the Registrant and Eastern Inter-Trans Services, Inc.
F-2
22
Intermet Corporation (Consolidated)
Schedule V
Property, Plant and Equipment (Including Foreign Industrial Development Grants,
Net of Amortization)
BALANCE AT
BEGINNING OF ADDITIONS BALANCE AT
CLASSIFICATION PERIOD AT COST RETIREMENTS OTHER END OF PERIOD
- -------------------------------------------------------------------------------------------------------------------------------
(In Thousands of Dollars)
Year ended December 31, 1993:
Land $ 3,535 $ - $ (6) $ (9) (a) $ 3,520
Building and improvements 64,148 1,677 (1,990) (1,166) (a) 62,669
Machinery and equipment 218,637 20,510 (16,783) (3,631) (a) 218,733
Construction in progress 22,661 21,847 (b) (657) (108) (a) 43,743
-------------------------------------------------------------------------------
$ 308,981 44,034 $(19,436) $(4,914) $328,665
========= ===================================================
Foreign industrial development grants, net (6,118) (457) 918 (c) 382 (a) (5,275)
========= -------- ===================================================
Net additions to property, plant and equipment $43,577
========
Year ended December 31, 1992:
Land $ 3,393 $ 23 $ - $ 119 (a)(b) $ 3,535
Building and improvements 59,051 6,481 (245) (1,139) (a)(b) 64,148
Machinery and equipment 175,442 49,855 (3,572) (3,088) (a)(b) 218,637
Construction in progress 17,883 4,800 (b) - (22) (a) 22,661
-------------------------------------------------------------------------------
$255,769 61,159 $ (3,817) $(4,130) $ 308,981
======== ===================================================
Foreign industrial development grants, net $ (5,735) (1,489) $ 810 (c) $ 296 (a) $ (6,118)
======== -------- ===================================================
Net additions to property, plant and
equipment $59,670
========
Year ended December 31, 1991:
Land $ 2,911 $ 500 $ (15) $ (3) (a) $ 3,393
Building and improvements 56,733 2,923 (297) (308) (a) 59,051
Machinery and equipment 167,060 12,137 (3,556) (199) (a)(d) 175,442
Construction in progress 4,527 10,876 (b) - 2,480 (a)(d) 17,883
-------------------------------------------------------------------------------
$231,231 26,436 $ (3,868) $ 1,970 $ 255,769
======== ===================================================
Foreign industrial development grants, net $ (6,243) (508) $ 821 (c) $ 195 (a) $ (5,735)
======== ------- ===================================================
Net additions to property, plant and equipment $25,928
=======
(a) Effect of foreign currency translation.
(b) Net additions (transfers).
(c) Includes amortization.
(d) Amounts reclassified for assets of Kockums Gjuteri AB transferred to other subsidiaries of the Registrant:
Machinery and equipment $ 578
Construction in progress 2,487
----------------
$3,065
================
F-3
23
Intermet Corporation
(Consolidated)
Schedule VI
Accumulated Depreciation and Amortization of Property, Plant and Equipment
BALANCE AT BALANCE AT
BEGINNING OF END OF
CLASSIFICATION PERIOD ADDITIONS RETIREMENTS OTHER PERIOD
- ------------------------------------------------------------------------------------------------------------------------------------
(In Thousands of Dollars)
Year ended December 31, 1993:
Buildings and equipment $ 23,534 $ 3,425 $ (1,663) $ (225) (a) $ 25,071
Machinery and equipment 116,104 21,444 (13,684) 1,158 (a) (c) 125,022
---------------------------------------------------------------------------------------
$ 139,638 $ 24,869 $ (15,347) $ 933 $ 150,093
=======================================================================================
Year ended December 31, 1992:
Buildings and improvements $ 20,807 $ 3,094 $ (88) $ (279) (a)(b) $ 23,534
Machinery and equipment 101,592 18,896 (2,524) (1,860) (a)(b) 116,104
---------------------------------------------------------------------------------------
$ 122,399 $ 21,990 $ (2,612) $ (2,139) $ 139,638
=======================================================================================
Year ended December 31, 1991:
Buildings and improvements $ 17,627 $ 3,410 $ (258) $ 28 (a) $ 20,807
Machinery and equipment 87,951 16,381 (2,816) 76 (a) 101,592
---------------------------------------------------------------------------------------
$ 105,578 $ 19,791 $ (3,074) $ 104 $ 122,399
=======================================================================================
(a) Effect of foreign currency translation.
(b) Transfers between classifications.
(c) Reduction in asset value related to restructuring reserve.
F-4
24
Intermet Corporation
(Consolidated)
Schedule VIII
Valuation and Qualifying Accounts
BALANCE AT BALANCE
BEGINNING OF CHARGED TO AT END OF
DESCRIPTION PERIOD EXPENSE OTHER PERIOD
- ----------------------------------------------------------------------------------------------------
(In Thousands of Dollars)
Year ended December 31, 1993:
Returns and allowance
reserve (a) $ 1,454 $ 256 (b) $ (22) (c) $ 1,688
Supplies inventory reserve 3,280 546 (132) (c) 3,694
Deferred tax asset valuation
allowance 20,846 6,609 3,065 (e) 30,520
Year ended December 31, 1992:
Returns and allowance
reserve (a) $ 827 $ 633 (b) $ (6) (c) $ 1,454
Supplies inventory reserve 2,917 458 (95) (c) 3,280
Deferred tax asset valuation
allowance - - 20,846 (d) 20,846
Year ended December 31, 1991:
Returns and allowance
reserve (a) $ 1,228 $ (400)(b) $ (1) (c) $ 827
Supplies inventory reserve 2,685 239 (7) (c) 2,917
(a) Reflected as reduction of trade accounts receivable on consolidated
balance sheet.
(b) Net effect of amounts charged to expense less actual returns.
(c) Effect of foreign currency translation.
(d) Includes $17,915 established when SFAS 109 was adopted effective January
1, 1992 and 1992 change of $2,931, primarily related to acquired
operating loss carryforwards.
(e) Increase in certain deferred tax assets, including effect of U.S. rate
change.
F-5
25
Intermet Corporation
(Consolidated)
Schedule X
Supplementary Income Statement Information
CHARGED TO COST AND EXPENSES
YEAR ENDED DECEMBER 31
ITEM 1993 1992 1991
-----------------------------------------------------------
(In Thousands of Dollars)
Maintenance and repairs $ 45,427 $ 39,150 $ 29,840
===========================================================
F-6
26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
--------------------
(Registrant)
By: /s/ George W. Mathews, Jr.
--------------------------
George W. Mathews, Jr.,
Chairman of the Board of
Directors, Chief Executive
Officer and President
Date: March 28, 1994
POWER OF ATTORNEY AND SIGNATURES
Know all men by these presents, that each person whose signature
appears below constitutes and appoints George W. Mathews, Jr. and John D.
Ernst, or either of them, as attorney-in-fact, either with power of
substitution, for him in any and all capacities, to sign any amendments to this
Report on Form 10-K, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below as of March 28, 1994 by the following persons
on behalf of the Registrant in the capacities indicated.
Signature Capacity
- --------- --------
/s/ George W. Mathews, Jr. Chairman of the Board of
- --------------------------- Directors, Chief Executive
George W. Mathews, Jr. Officer and President
(Principal Executive Officer)
/s/ Vernon R. Alden Director
- -----------------------------
Vernon R. Alden
Director
- -----------------------------
J. Frank Broyles
27
/s/ John P. Crecine Director
- -----------------------------
John P. Crecine
Director
- -----------------------------
Anton Dorfmueller, Jr.
/s/ John B. Ellis Director
- --------------------------------
John B. Ellis
/s/ Wilfred E. Gross, Jr. Director
- ------------------------------
Wilfred E. Gross, Jr.
Director
- ----------------------------
A. Wayne Hardy
/s/ Harold C. McKenzie, Jr. Director
- ---------------------------
Harold C. McKenzie, Jr.
/s/ J. Mason Reynolds Director
- -----------------------------
J. Mason Reynolds
/s/ Curtis W. Tarr Director
- ------------------------------
Curtis W. Tarr
/s/ John D. Ernst Vice President - Finance,
- ------------------------------ Chief Financial Officer,
John D. Ernst Secretary and Treasurer
(Principal Financial Officer)
/s/ Peter C. Bouxsein Controller (Principal
- ------------------------------ Accounting Officer)
Peter C. Bouxsein
28
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
- ------ ---------------------- -----
3.2 and 4.2 Bylaws of the Registrant, as amended
4.19 Waiver and Third Amendment to Credit Agreement dated August 31, 1992, by and among the
Registrant, Trust Company Bank, Landesbank Saar Girozentrale, NBD Bank, N.A., Wachovia
Bank of Georgia, N.A., The First National Bank of Boston, First Union National Bank of
Georgia, Nationsbank of Georgia, N.A., National City Bank, Kentucky, formerly known as
The First National Bank of Louisville and Trust Company Bank, as agent, dated November
15, 1993, relating to a $75,000,000 and DM 8,000,000 Revolving Credit.
4.22 Second Amendment to Prudential Note Agreement, dated November 16, 1993, executed by the
Prudential Insurance Company of America and the Registrant.
10.14(e) Amendment No. 4 to the Intermet Corporation Employee Stock Ownership Plan and Trust
(1987), dated October 1, 1993, by and between the Registrant and Trust Company Bank, as
trustee.
10.15 Intermet Corporation 1993 Management Bonus Plan.
10.16(a) Intermet Corporation Salaried Employees Severance Plan effective as of October 1, 1993.
10.16(b) Amendment No. 1 to the Intermet Corporation Salaried Employees Severance Plan, dated
December 20, 1993.
10.17 1993 Special Voluntary Severance Plan for Salaried Employees of Intermet Foundries, Inc.
and its subsidiaries.
10.19(b) Amendment No. 1 to the Intermet Corporation Savings and Investment Plan and Trust, dated
April 13, 1993, by and between the Registrant and Trust Company Bank, as trustee.
10.19(c) Amendment No. 2 to the Intermet Corporation Savings and Investment Plan and Trust, dated
October 1, 1993, by and between the Registrant and Trust Company Bank, as trustee.
11 Computation of Earnings per Common Share.
13 Certain portions of the Annual Report to Shareholders which are incorporated by
reference into this Report on Form 10-K.
21 Subsidiaries of the Registrant
23 Consent of Ernst & Young (included herein on Page F-1)
99 Notice of Annual Meeting and Proxy Statement of the Registrant.