<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the quarterly period ended September 30, 1997, or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from to .
Commission File No. 0-13787
INTERMET CORPORATION
(Exact name of registrant as specified in its charter)
GEORGIA 58-1563873
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5445 Corporate Drive, Suite 200, Troy, Michigan 48098-2683
(Address of principal executive offices) (Zip code)
952-2500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
At October 31, 1997 there were 25,253,874 shares of Common Stock, $0.10 par
value, outstanding.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Intermet Corporation
Interim Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
----------------------------------
(Unaudited)
(in thousands of dollars)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $5,273 $23,485
Accounts receivable:
Trade, less allowance for doubtful accounts of
$1,519 in 1997 and $949 in 1996 112,480 87,049
Other 9,949 4,642
----------------------------------
122,429 91,691
Inventories 55,145 56,047
Other current assets 7,070 18,071
----------------------------------
Total current assets 189,917 189,294
Property, plant and equipment, at cost 453,178 436,704
Less:
Foreign industrial development grants, net of
amortization (4,031) (4,804)
Accumulated depreciation and amortization (223,229) (209,118)
----------------------------------
Net property, plant and equipment 225,918 222,782
Goodwill, net of amortization 86,333 88,223
Other noncurrent assets 23,165 26,013
----------------------------------
Total assets $525,333 $526,312
==================================
</TABLE>
See accompanying notes.
2
<PAGE> 3
Intermet Corporation
Interim Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------------------------------
(Unaudited)
(in thousands of dollars)
<S> <C> <C>
Liabilities and shareholders' equity
Current liabilities:
Accounts payable $54,062 $54,721
Income taxes payable 7,182 15,198
Accrued liabilities 50,553 51,474
Accrued Sudbury acquisition costs 1,201 37,299
Long-term debt due within one year 1,795 12,676
-----------------------------
Total current liabilities 114,793 171,368
Non current liabilities:
Long term debt due after one year 183,018 149,477
Retirement benefits 54,317 53,421
Other noncurrent liabilities 5,490 8,107
-----------------------------
Total noncurrent liabilities 242,825 211,005
Minority interest 2,337 2,837
Shareholders' equity:
Common stock 2,525 2,517
Capital in excess of par value 58,081 57,308
Retained earnings 104,682 78,267
Accumulated translation adjustments 671 3,548
Minimum pension liability adjustment (485) (485)
Unearned restricted stock (96) (53)
-----------------------------
Total shareholders' equity 165,378 141,102
-----------------------------
Total liabilities and shareholders' equity $525,333 $526,312
=============================
</TABLE>
See accompanying notes.
3
<PAGE> 4
Intermet Corporation
Interim Condensed Consolidated Statements of Income
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
------------------------------------------------------------------------
(Unaudited)
(in thousands of dollars, except per share data)
<S> <C> <C> <C> <C>
Net sales $189,535 $130,279 $609,924 $408,219
Cost of sales 167,472 112,449 532,010 346,335
----------------------------------------------------------------
Gross profit 22,063 17,830 77,914 61,884
Operating expenses:
Selling 2,528 988 7,452 2,751
General and administrative 4,799 4,570 14,421 12,455
----------------------------------------------------------------
7,327 5,558 21,873 15,206
----------------------------------------------------------------
Operating profit 14,736 12,272 56,041 46,678
Other income and expenses:
Interest income 46 409 469 856
Interest expense (3,164) (702) (9,297) (2,141)
Other, net (615) 11 (2,022) (33)
----------------------------------------------------------------
(3,733) (282) (10,850) (1,318)
----------------------------------------------------------------
Income before income taxes 11,003 11,990 45,191 45,360
Provision for income taxes 3,647 5,204 15,748 18,950
----------------------------------------------------------------
Net income $7,356 $6,786 $29,443 $26,410
================================================================
Earnings per share $0.29 $0.27 $1.15 $1.04
================================================================
</TABLE>
See accompanying notes.
4
<PAGE> 5
Intermet Corporation
Interim Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Nine months ended
September 30, September 30,
1997 1996
-------------------------------------
(Unaudited)
(in thousands of dollars)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $29,443 $26,410
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 27,590 21,680
Other (402) 68
Changes in assets and liabilities:
Accounts receivable (32,544) (15,612)
Inventories 94 (1,780)
Accounts payable (181) 4,051
Other assets and liabilities 2,347 2,862
-----------------------------------
Net cash provided by operating activities 26,347 37,679
INVESTING ACTIVITIES
Additions to property, plant and equipment (31,465) (15,359)
Sudbury acquisition costs (36,098) -
Other 1,478 3,516
-----------------------------------
Net cash used in investing activities (66,085) (11,843)
FINANCING ACTIVITIES
Net increase (decrease) in borrowings 22,944 (1,325)
Issuance of common stock 727 606
Dividends paid (3,027) (1,005)
Other - -
-----------------------------------
Net cash provided by (used in) financing activities 20,644 (1,724)
Effect of exchange rate changes on cash and cash
equivalents 882 (859)
-----------------------------------
Net (decrease) increase in cash and cash equivalents (18,212) 23,253
Cash and cash equivalents at beginning of period 23,485 11,173
-----------------------------------
Cash and cash equivalents at end of period $5,273 $34,426
===================================
</TABLE>
See accompanying notes.
5
<PAGE> 6
Intermet Corporation
Notes to Interim Condensed Consolidated Financial Statements
September 30, 1997 (Unaudited)
1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of
Intermet Corporation ("Intermet") and its subsidiaries (collectively, the
"Company") have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the three
and nine months ended September 30, 1997 are not necessarily indicative of the
results that may be expected for the year ended December 31, 1997. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year ended
December 31, 1996.
Inventories
Inventories consist of the following (in thousands of dollars):
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Finished goods $10,479 $13,530
Work in process 15,564 13,408
Raw materials 11,773 11,679
Supplies and patterns 17,329 17,430
--------- --------
$55,145 $56,047
========= ========
</TABLE>
Property, Plant and Equipment
Property, plant and equipment consist of the following (in thousands of
dollars):
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
<S> <C> <C>
Land $4,981 $5,260
Buildings and improvements 87,015 88,459
Machinery and equipment 318,055 335,003
Construction in progress 43,127 7,982
---------- ---------
$453,178 $436,704
========== =========
</TABLE>
6
<PAGE> 7
Intermet Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 1997 (Unaudited)
Intangible Assets
Intangible assets consist principally of costs in excess of net assets acquired
of $86,333,000 and $88,223,000 (net of accumulated amortization of $3,727,000
and $1,837,000) at September 30, 1997 and December 31, 1996, respectively. Such
costs are being amortized using the straight-line method over periods ranging
from ten to forty years.
Income Per Common Share
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings per Share", which is required to be adopted on December 31,
1997. At that time, the Company will be required to change the method
currently used to compute earnings per share and to restate all prior periods.
Under the new requirements for calculating primary earnings per share, the
dilutive effect of stock options will be excluded. Earnings per share and
fully diluted earnings per share for the three and nine month periods ended
September 30, 1997 and September 30, 1996, as calculated pursuant to Statement
No. 128, do not differ materially from the reported amounts.
2. Debt
Long term debt consists of the following (in thousands of dollars):
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------ -----------
<S> <C> <C>
Intermet $178,100 $143,400
Subsidiaries 6,713 18,753
--------- ---------
Total long-term debt 184,813 162,153
Less amounts due within one year 1,795 12,676
--------- ---------
Long-term debt due after one yea $183,018 $149,477
========= =========
</TABLE>
7
<PAGE> 8
Intermet Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 1997 (Unaudited)
3. Environmental and Legal Matters
The Company has initiated corrective action and/or preventative environmental
projects to ensure the safe and lawful operation of its facilities. There
could exist, however, more extensive or unknown environmental situations at
existing or previously owned businesses for which the future cost is not known
or exceeds amounts accrued at September 30, 1997.
The Company is also engaged in various legal proceedings and other matters
incidental to its normal business activities. The Company does not believe any
of these above-mentioned proceedings or matters will have a material adverse
effect on the Company's consolidated financial position or results of
operations.
4. Acquisitions and Dispositions
In May 1997, the Company purchased all of Ford Motor Company's interest in New
River Castings Company's ("New River") outstanding preferred stock for
$500,000. Intermet now owns 100% of the New River facility.
In December 1996, the Company acquired for cash substantially all of the
outstanding stock of Sudbury, Inc. ("Sudbury") for $182,434,000, including
costs of $5,277,000 directly related to the acquisition. The accompanying
balance sheet includes as a current liability remaining accrued acquisition
costs of approximately $1,201,000. The transaction has been accounted for as a
purchase and, accordingly, the purchase price has been allocated to the assets
purchased and the liabilities assumed based upon their fair values at the date
of acquisition. The excess of the purchase price over the fair values of
tangible net assets acquired was $82,598,000 and has been recorded as goodwill,
which is being amortized on a straight-line basis over 40 years. Sudbury and
its subsidiaries manufacture high-quality castings and industrial products.
The products are used primarily in the automotive, appliance and construction
markets providing iron, aluminum and zinc castings; applications of custom
coatings; cranes, truck bodies and related equipment; and precision machined
components. The following represents the unaudited pro forma consolidated
results of operations for the Company for the three and nine months ended
September 30, 1996, assuming the acquisition described above occurred on
January 1, 1996 (in thousands of dollars, except for per share data):
<TABLE>
<CAPTION>
Three months Nine months
ended ended
September 30, September 30,
1996 1996
---------------------------------
<S> <C> <C>
Net sales $202,790 $633,125
Net income 6,583 29,782
Income per common share $0.26 $1.17
</TABLE>
8
<PAGE> 9
Intermet Corporation
Notes to Interim Condensed Consolidated Financial Statements (continued)
September 30, 1997 (Unaudited)
These pro forma results are presented for comparative purposes only. They are
not necessarily indicative of what would have occurred had the acquisitions
actually transpired on January 1, 1996, or of future results of operations.
5. Investment in IWESA GmbH
During the third quarter of 1997, the Company's ownership of the common stock
of IWESA GmbH ("IWESA") increased from 72% to 82%. This follows an increase
during the second quarter of 1997 from 49% to 72%. The Company's majority
control of IWESA is likely to be temporary and, accordingly, the Company is
accounting for this investment on the equity method. For the nine month period
ended September 30, 1997, the Company's equity in net loss of IWESA is
2,219,000 DM ($1,270,000) (none in 1996).
6. Income Taxes
The decrease in the effective tax rate for the nine month period ended
September 30, 1997 from the same period in 1996 is attributable to the tax
benefits from the utilization of net operating loss tax carryforwards.
7. Subsequent Events
On October 16, 1997, the Company amended the Shareholder Protection Rights
Agreement ("Rights Agreement"), dated October 6, 1995, to provide that certain
institutional investors who own in excess of 10% but less than 15% are not
Acquiring Persons, as defined by the Rights Agreement.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Material Changes in Financial Condition
For the first nine months of 1997, net cash provided by operating activities
was $26.3 million. Accounts receivable increased $32.5 million from December
31, 1996, as sales during September 1997 were higher than those of December
1996 due to the traditional holiday shutdown. Depreciation and amortization
expense was $27.6 million. The Company's investing activities for the first
nine months of 1997 used cash of $66.1 million. This includes $36.1 million
paid for costs related to the acquisition of Sudbury. Additions to property,
plant and equipment were $31.5 million. Financing activities provided cash of
$20.6 million for the year to date at September 30, 1997. Bank borrowings
increased $22.9 million from the end of 1996, principally to fund accounts
receivable and to finance the Sudbury acquisition costs.
Cash and cash equivalents decreased to $5.3 million at September 30, 1997 from
$23.5 million at December 31, 1996. The Company declared a cash dividend of
$0.04 per share ($1.0 million in aggregate) for the holders of record on
September 1, 1997.
9
<PAGE> 10
Material Changes in Results of Operations
SALES. Sales in the third quarter of 1997 were $189.5 million compared to
$130.3 million during the same period in 1996. Sales for the nine month period
ending September 30, 1997 increased $59.3 million (or 45.5%) over the same
period in 1996. This increase in sales relates primarily to the acquisition of
Sudbury in late December 1996. Domestic sales during the three and nine months
ended September 30, 1997, excluding Sudbury, were approximately $6.1 million
(or 5.5%) and $3.9 million (or 1.1%) lower than during their respective periods
in 1996. This is a result of lower domestic light vehicle sales. Sales at
machining operations increased $2.0 million and $13.4 million for the three and
nine month periods ended September 30, 1997, respectively, from the same
periods in 1996 due to the launch of new products. European sales were up 9.6%
and 3.2% for the third quarter and year to date 1997, respectively, versus the
same periods for 1996. However, the negative effect of changes in the exchange
rates was $4.1 million (or 17%) and $10.0 million (or 13%) for the three and
nine month periods ended September 30, 1997, respectively, as compared to
exchange rates in the same periods in 1996.
GROSS PROFIT. Gross profit for the quarter ended September 30, 1997 was $22.1
million, an increase of $4.2 million from that of the same period in 1996.
Gross profit for September 30, 1997 year to date was $77.9 million versus $61.9
million in 1996. This improvement was principally attributable to the
acquisition of Sudbury. Gross profit as a percentage of sales for the three and
nine months ended September 30, 1997 were 11.6% and 12.8%, respectively,
compared to 13.7% and 15.2% for the corresponding periods in 1996. This
decrease occurs primarily because the Sudbury subsidiaries in the aggregate
generate lower margins than pre-acquisition Intermet subsidiaries as a whole.
In addition, the Company continues to have higher than anticipated costs
associated with new product launches at the Company's lost foam aluminum plant
and underutilized capacity at certain other domestic foundries.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses as a percentage of sales were 3.9% for the three months
ended September 30, 1997 compared to 4.3% for the same period in 1996.
Selling, general and administrative expenses as a percentage of sales for the
nine month periods ending September 30, 1997 and 1996 were 3.6% and 3.7%,
respectively.
INTEREST EXPENSE. Interest expense increased to $3.2 million and $9.3 million
for the three and nine months ended September 30, 1997, respectively, from $0.7
million and $2.1 million for the same periods in 1996. This was a result of an
increase in borrowings that were used principally to finance the Sudbury
acquisition and, to a lesser extent, to fund accounts receivable.
10
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company entered into a consent order with the Office of the Ohio Attorney
General, which was filed in Ohio State Court, with respect to certain past
violations of Ohio water pollution laws and regulations by the Company. The
Attorney General's Office advised the Company that it could avoid litigation
with respect to such violations by entering into this consent order. The
consent order decreed that the Company reimburse the Attorney General's Office
$13,000 for the costs of investigating this case. These costs were paid in
July 1997. The Company paid $272,103 in civil penalties in August 1997. These
amounts were fully accrued in 1995.
ITEM 2. CHANGES IN SECURITIES
On October 16, 1997, the Company amended the Shareholder Protection Rights
Agreement ("Rights Agreement"), dated October 6, 1995, to provide that certain
institutional investors who own in excess of 10% but less than 15% are not
Acquiring Persons, as defined by the Rights Agreement.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None
ITEM 5. OTHER INFORMATION
On October 17, 1996, the Board of Directors amended the bylaws of the Company
to increase to fifteen, the number of directors constituting the Board. On July
17, 1997, the Board of Directors elected John R. Horne to fill the vacancy
created by this amendment. Mr. Horne, 59, is the Chairman, President and CEO
of Navistar International Corporation. Mr. Horne will serve on the Board of
Directors until the next annual meeting or until his successor is elected and
qualified.
11
<PAGE> 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following exhibits are filed with this Report pursuant to Item 601 of
Regulation S-K:
Exhibit Number
Description of Exhibit
4.1 Amendment No. 1, dated October 16, 1997, to the Shareholder Protection
Rights Agreement, dated October 6, 1995, between the Company and
Trust Company Bank, as Rights Agent (included as Exhibit 4 to the
Company's Form 8-A12G/A, File No. 0-13787, previously filed with the
Commission and incorporated herein by reference).
10.1 Form of 90 Day Lock-Up Agreement signed by all members of the Board of
Directors and certain executive officers pursuant to the
Underwriting Agreement entered into in connection with the Form S-3
Registration Statement filed with the Commission on August 22, 1997.
11.1 Computation of Earnings per Common Share.
27.1 Financial Data Schedule.
(b) No reports on Form 8-K were filed by the Company for the three months ended
September 30, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERMET CORPORATION
By: /s/ Walter T. Knollenberg
------------------------------
Walter T. Knollenberg
Corporate Controller
(Principal Accounting Officer)
Date: November 10, 1997
12
<PAGE> 13
Exhibits Index
Exhibit Number Description of Exhibit
4.1 Amendment No. 1, dated October 16, 1997, to the Shareholder
Protection Rights Agreement, dated October 6, 1995,
between the Company and Trust Company Bank, as Rights Agent
(included as Exhibit 4 to the Company's Form 8-A12G/A, File No.
0-13787, previously filed with the Commission and incorporated
herein by reference).
10.1 Form of 90 Day Lock-Up Agreement signed by all members of the
Board of Directors and certain executive officers
pursuant to the Underwriting Agreement entered into in
connection with the Form S-3 Registration Statement filed with
the Commission on August 22, 1997.
11.1 Computation of Earnings per Common Share.
27.1 Financial Data Schedule.
13
<PAGE> 1
Exhibit 4.1
AMENDMENT NO. 1
Amendment No. 1, dated October 16, 1997, to the Shareholder Protection Rights
Agreement, dated as of October 6, 1995 (the "Agreement"), between Intermet
Corporation, a Georgia corporation (the "Company") and Trust Company Bank, as
Rights Agent (the "Rights Agent"). Capitalized terms used herein and not
defined have the meaning set forth in the Agreement.
WITNESSETH:
WHEREAS, the Company and the Rights Agent have entered into the Agreement;
WHEREAS, Section 5.4 of the Agreement provides that the Company and the Rights
Agent may supplement or amend the Agreement in any respect without the approval
of any holders of Rights prior to the Flip-in Date;
WHEREAS, the Flip-in Date has not occurred;
WHEREAS, the Company desires to amend the Rights Agreement as follows, and the
Rights Agent is required to duly execute and deliver any amendment requested by
the Company which satisfies the terms of Section 5.4 of the Agreement;
NOW, THEREFORE, in consideration of the premises, the parties hereby agree as
follows:
1. The definition of Acquiring Person set forth in Section 1.1 of the
Agreement is amended to delete "or" before (iii) and to add to the end of
the first sentence of such definition the following:
"or (iv) who is the Beneficial Owner of 10% or more but less than 15% of the
outstanding shares of Common Stock and who is one of the types of institutional
investors enumerated under Rule 13d-1(b)(I)(ii) promulgated pursuant to the
Securities Exchange Act of 1934, as amended, as in effect on the date hereof
and who is, and remains, entitled to file a Schedule 13G under Rule 13d-1(b),
as such rule may be amended from time to time."
<PAGE> 2
AMENDMENT NO. 1 contd. Page 2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
duly executed as of the date first above written.
INTERMET CORPORATION
By: /s/ John Doddridge
------------------
John Doddridge
Chairman & CEO
TRUST COMPANY BANK
By: /s/ A. C. Conn
------------------
A. C. Conn
Group Vice President
<PAGE> 1
Exhibit 10.1
90 DAY LOCK-UP AGREEMENT
August 21, 1997
INTERMET CORPORATION
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
PRUDENTIAL SECURITIES CORPORATION
INTERSTATE/JOHNSON LANE CORPORATION
As Representatives of the
Several Underwriters
c/o Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172
Dear Sirs:
The undersigned understands that Donaldson, Lufkin & Jenrette Securities
Corporation, Prudential Securities Incorporated and Interstate/Johnson Lane
Corporation (the "Representatives") of the several underwriters (the
"Underwriters"), propose to enter into an Underwriting Agreement with Intermet
Corporation (the "Company") and certain stockholders of the Company (the
"Selling Stockholders"), providing for the public offering by the Underwriters,
including the Representatives, of common stock, $0.10 par value per share (the
"Common Stock") of the Company (the "Public Offering").
In consideration of the Underwriters' agreement to purchase and undertake
the Public Offering of the Company's Common Stock and for other good and
valuable consideration, receipt of which is hereby acknowledged, the
undersigned agrees not to, directly or indirectly, offer, sell, contract to
sell, grant any option to purchase or otherwise dispose of any Common Stock or
any securities convertible into or exercisable or exchangeable for such Common
Stock or, in any manner, transfer all or a portion of the Common Stock, without
the prior written consent of Donaldson, Lufkin & Jenrette Securities
Corporation, for a period of 90 days after the commencement of the Public
Offering, except (i) to the Underwriters pursuant to the Underwriting
Agreement, (ii) shares of Common Stock disposed of as bona fide gifts, and
(iii) shares of Common Stock transferred pursuant to will, the laws of descent
and distribution, or to decree of divorce; provided, however, that any shares
of Common Stock transferred pursuant to items (ii) and (iii) of this letter
shall be subject to the same 90-day restriction set forth in this letter and
prior to such transfer the transferor thereof shall deliver to the
Representatives the
<PAGE> 2
written acknowledgment of the transferee that it has
received such shares of Common Stock subject to such restrictions.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this letter agreement, and that, upon
request, the undersigned will execute any additional documents necessary or
desirable in connection with the enforcement hereof. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of
the undersigned and any obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors, and assigns of the
undersigned.
Very truly yours,
---------------------------------
(Signature)
---------------------------------
(Name - Please Type)
---------------------------------
---------------------------------
(Address)
---------------------------------
(Social Security or Taxpayer No.)
<PAGE> 1
Exhibit 11.1
<TABLE>
<CAPTION>
INTERMET CORPORATION
Computation of Earnings Per Common Share
Three months ended Nine months ended
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
----------------------------------------------------------
(in thousands of dollars, except per share amounts)
<S> <C> <C> <C> <C>
Net income $ 7,356 $ 6,786 $29,443 $26,410
Weighted average number of shares
outstanding 25,240 25,120 25,216 25,088
Add dilutive effect of outstanding
warrants and options 527 307 462 384
----------------------------------------------------------
Weighted average number of shares
and equivalent shares outstanding 25,767 25,427 25,678 25,472
----------------------------------------------------------
Income per share $ 0.29 $ 0.27 $ 1.15 $ 1.04
==========================================================
</TABLE>
The fully diluted earnings per share calculation has not been presented as the
resulting income per share does not differ from the above.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 5,181
<SECURITIES> 92
<RECEIVABLES> 113,999
<ALLOWANCES> 1,519
<INVENTORY> 55,145
<CURRENT-ASSETS> 189,917
<PP&E> 453,178
<DEPRECIATION> 223,229
<TOTAL-ASSETS> 525,333
<CURRENT-LIABILITIES> 114,793
<BONDS> 0
0
0
<COMMON> 2,525
<OTHER-SE> 162,853
<TOTAL-LIABILITY-AND-EQUITY> 525,333
<SALES> 609,924
<TOTAL-REVENUES> 609,924
<CGS> 532,010
<TOTAL-COSTS> 553,883
<OTHER-EXPENSES> (2,022)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,297
<INCOME-PRETAX> 45,191
<INCOME-TAX> 15,748
<INCOME-CONTINUING> 29,443
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29,443
<EPS-PRIMARY> 1.15
<EPS-DILUTED> 1.15
</TABLE>
