1
CONFORMED
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
Commission file number 1-228
ZEMEX CORPORATION
(Exact name of registrant as specified in its charter)
CANADA NONE
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
CANADA TRUST TOWER, BCE PLACE
161 BAY STREET, SUITE 3750
TORONTO, ONTARIO, CANADA, M5J 2S1
(Address of principal executive offices)
(416) 365-8080
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act
TORONTO STOCK EXCHANGE/NEW YORK STOCK EXCHANGE CAPITAL STOCK, NO PAR VALUE
Indicate by checkmark 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 twelve 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 [ ]
As of March 31, 1999, there were 8,752,102 shares of capital stock outstanding.
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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
ZEMEX CORPORATION
CONSOLIDATED BALANCE SHEETS
(US$)
MARCH 31, 1999 DECEMBER 31, 1998
-------------- -----------------
ASSETS (unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 688,000 $ 1,062,000
Accounts receivable 18,992,000 17,642,000
Inventories 18,292,000 18,036,000
Prepaid expenses and other 1,037,000 946,000
Future tax benefits 657,000 657,000
------------ ------------
39,666,000 38,343,000
Property, plant and equipment 90,855,000 89,058,000
Other assets 21,295,000 21,374,000
Future tax benefits (non-current) 119,000 91,000
------------ ------------
TOTAL ASSETS $151,935,000 $148,866,000
============ ============
LIABILITIES
CURRENT LIABILITIES
Bank indebtedness $ 10,000,000 $ 10,000,000
Accounts payable 7,353,000 6,324,000
Accrued liabilities 4,646,000 4,433,000
Accrued income taxes 605,000 644,000
Current portion of long term debt 2,578,000 2,132,000
------------ ------------
25,182,000 23,533,000
LONG TERM DEBT 38,948,000 39,354,000
OTHER NON-CURRENT LIABILITIES 1,058,000 1,006,000
------------ ------------
65,188,000 63,893,000
------------ ------------
NON-CONTROLLING INTEREST 3,062,000 3,075,000
------------ ------------
SHAREHOLDERS' EQUITY
Common stock 8,752,000 8,708,000
Paid-in capital 48,905,000 48,691,000
Retained earnings 29,806,000 28,418,000
Note receivable from shareholder (1,749,000) (1,749,000)
Cumulative translation adjustment (2,029,000) (2,170,000)
------------ ------------
83,685,000 81,898,000
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $151,935,000 $148,866,000
============ ============
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ZEMEX CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31
(US$)
1999 1998
---- ----
(unaudited)
NET SALES $ 27,910,000 $ 26,446,000
------------ ------------
COSTS AND EXPENSES
Cost of goods sold 19,583,000 19,148,000
Selling, general and administrative 3,386,000 3,333,000
Depreciation, depletion and amortization 2,111,000 1,592,000
------------ ------------
25,080,000 24,073,000
------------ ------------
OPERATING INCOME 2,830,000 2,373,000
------------ ------------
Interest income 51,000 34,000
Interest expense (921,000) (550,000)
Other, net expense (50,000) (82,000)
------------ ------------
(920,000) (598,000)
------------ ------------
INCOME BEFORE PROVISION FOR
INCOME TAXES AND NON-CONTROLLING INTEREST 1,910,000 1,775,000
Provision for income taxes 535,000 533,000
Non-controlling interest in (loss) earnings of subsidiary (13,000) 14,000
------------ ------------
NET INCOME $ 1,388,000 $ 1,228,000
============ ============
NET INCOME PER SHARE - basic $ 0.17 $ 0.15
- fully diluted $ 0.15 $ 0.14
============ ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 8,350,590 8,264,627
============ ============
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ZEMEX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31
(US$)
1999 1998
---- ----
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,388,000 $ 1,228,000
Adjustments to reconcile income from operations
to net cash flows from operating activities
Depreciation, depletion and amortization 2,111,000 1,592,000
Amortization of deferred financing costs 43,000 42,000
Decrease in future tax benefits (28,000) (19,000)
Non-controlling interest in subsidiary (loss) earnings (13,000) 14,000
Loss (gain) on sale of property, plant and equipment 5,000 (2,000)
(Decrease) increase in other assets (232,000) 365,000
Increase (decrease) in non-current liabilities 52,000 (69,000)
Changes in non-cash working capital items (493,000) (2,975,000)
----------- -----------
Net cash provided by operating activities 2,833,000 176,000
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment (3,531,000) (2,639,000)
Assets acquired in connection with acquisitions,
net of cash acquired -- (1,969,000)
Acquisitions of securities -- (353,000)
Proceeds from sale of assets -- 2,995,000
----------- -----------
Net cash used in investing activities (3,531,000) (1,966,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in bank indebtedness -- 250,000
Net increase in long term debt 40,000 564,000
Issuance of common stock 258,000 289,000
Purchase of common stock for treasury -- (299,000)
----------- -----------
Net cash provided by financing activities 298,000 804,000
----------- -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 26,000 5,000
----------- -----------
NET DECREASE IN CASH (374,000) (981,000)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,062,000 2,189,000
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 688,000 $ 1,208,000
=========== ===========
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements include the accounts of Zemex Corporation
and its wholly-owned subsidiaries (the "Corporation"). The financial data for
the three months ended March 31, 1999 and 1998 are unaudited but, in the opinion
of the management of the Corporation, reflect all adjustments, consisting only
of normal recurring adjustments, considered necessary for a fair presentation of
financial position and results of operations. All material intercompany
transactions have been eliminated.
SEGMENT INFORMATION
The Corporation has three principal lines of business and is organized into
three operating units based on its product lines: (i) industrial minerals, (ii)
metal powders, and (iii) aluminum recycling.
Information pertaining to sales and earnings from operations and assets by
business segment appears below:
Industrial Metal Aluminum
Period Ended March 31, 1999 Consolidated Minerals Powders Recycling Corporate
- --------------------------- ------------ -------- ------- --------- ---------
Net sales $27,910,000 $12,577,000 $ 9,324,000 $ 6,009,000 $ --
Operating income (loss) 2,830,000 2,116,000 1,026,000 401,000 (713,000)
Interest (expense) (921,000) (12,000) (46,000) (29,000) (834,000)
Net income 1,388,000 -- -- -- --
Industrial Metal Aluminum
Period Ended March 31, 1998 Consolidated Minerals Powders Recycling Corporate
- --------------------------- ------------ -------- ------- --------- ---------
Net sales $26,446,000 $11,290,000 $10,204,000 $ 4,952,000 $ --
Operating income (loss) 2,373,000 1,642,000 1,225,000 367,000 (861,000)
Interest (expense) (550,000) (8,000) (51,000) (3,000) (489,000)
Net income 1,228,000 -- -- -- --
Industrial Metal Aluminum
March 31, 1999 Consolidated Minerals Powders Recycling Corporate
- -------------- ------------ -------- ------- --------- ---------
Current assets $39,666,000 $23,959,000 $11,011,000 $ 3,010,000 $ 1,686,000
Total assets 151,935,000 75,429,000 26,087,000 34,560,000 15,859,000
Total current liabilities 25,182,000 4,864,000 4,552,000 4,122,000 11,644,000
Total shareholders' equity 83,685,000 -- -- -- 83,685,000
Industrial Metals Aluminum
March 31, 1998 Consolidated Minerals Powders Recycling Corporate
- -------------- ------------ -------- ------- --------- ---------
Current assets $38,786,000 $22,580,000 $11,202,000 $ 2,956,000 $ 2,048,000
Total assets 123,373,000 71,117,000 25,136,000 16,725,000 10,395,000
Total current liabilities 19,019,000 6,639,000 3,985,000 3,454,000 4,941,000
Total shareholders' equity 77,817,000 -- -- -- 77,817,000
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DIFFERENCES FROM UNITED STATES ACCOUNTING PRINCIPLES
These consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in Canada ("Canadian GAAP"). The
differences between Canadian and U.S. generally accepted accounting principles
("U.S. GAAP") do not have a material effect on the Corporation's reported
financial position or net income or cash flows except as follows:
a. Income Statements
The implementation of the American Institute of Certified Public
Accountants Statement of Position 98-5 ("SOP 98-5") requires costs of
start-up activities and organization costs to be expensed as incurred.
Canadian GAAP permits the deferral of such costs.
March 31, 1999 March 31, 1998
-------------- --------------
Net income, as reported $ 1,388,000 $ 1,228,000
Less: Start-up activities (541,000) --
Tax effect related thereto 151,000 --
----------- -----------
Net income (U.S. GAAP) $ 998,000 $ 1,228,000
----------- -----------
Net income per share (U.S. GAAP)
- basic $ 0.12 $ 0.15
- fully diluted $ 0.12 $ 0.14
=========== ===========
b. Balance Sheets
The following summarizes the balance sheet amounts in accordance with U.S.
GAAP where different from the amounts reported under Canadian GAAP.
For purposes of reporting in accordance with U.S. GAAP, certain equity
securities that are not held principally for the purpose of sale in the
near term are classified as available-for-sale securities and are reported
at fair value, with unrealized gains and losses excluded from earnings and
reported in a separate component of shareholders' equity. For Canadian GAAP
purposes, such securities are to be reported at cost and included in other
assets unless there is deemed to have been a permanent impairment in their
value.
U.S. GAAP, SOP 98-5, requires that the costs of start-up activities be
expensed in the period incurred rather than be deferred. SOP 98-5 is
effective for periods beginning after December 15, 1998. Initial
implementation is reported as a cumulative effect of a change in accounting
principle without retroactive application.
March 31, 1999 December 31, 1998
Canadian GAAP U.S. GAAP Canadian GAAP U.S. GAAP
------------- --------- ------------- ---------
Other assets $21,295,000 $18,658,000 $21,374,000 $20,440,000
Retained earnings 29,806,000 28,086,000 -- --
Unrealized loss on
available-for-sale securities -- (1,307,000) -- (934,000)
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c. Statements of Comprehensive Income
U.S. GAAP requires a statement of comprehensive income as follows:
March 31 1999 1998
-------- ---- ----
Net income (U.S. GAAP) $ 998,000 $1,228,000
Change in foreign currency translation adjustment, net of tax
(1999, $39,000; 1998, $19,000) 102,000 45,000
Change in unrealized holding losses on
available-for-sale securities (373,000) --
--------- ----------
Comprehensive income $ 727,000 $1,273,000
========= ==========
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133), which established accounting
and reporting standards for derivative instruments and hedging activities. It
requires an entity to measure all derivatives at fair value and to recognize
them in the balance sheet as an asset or liability, depending on the entity's
rights or obligations under the applicable derivative contract. Management has
not yet evaluated the effects of this statement on its results of operations. As
required, the Corporation will adopt SFAS No. 133 in the first quarter of 2000.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is a discussion and analysis of the financial condition and
results of operations of the Corporation for the three months ended March 31,
1999 and the three months ended March 31, 1998, and certain factors that may
affect the Corporation's prospective financial condition and results of
operations. The following should be read in conjunction with the Consolidated
Financial Statements and related notes thereto.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998
Net Sales
The Corporation's net sales for the three months ended March 31, 1999 were $27.9
million, an increase of $1.5 million, or 5.5%, from the comparable period in
1998.
Net sales of $12.6 million in the industrial minerals segment for the three
month period ended March 31, 1999 represented an increase of $1.3 million, or
11.4%, over the 1998 period. Of the increase, $1 million is due to an increase
in the volume of sales of sodium feldspar. The higher level of activity is
expected to continue for at least the second quarter of 1999.
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The metal powders segment had sales of $9.3 million for the three months ended
March 31, 1999, down $0.9 million, or 8.6%, from the first quarter of 1998. The
total decrease is due to a 20% decline in copper powder sales volume. The market
for powdered copper is expected to remain soft in the foreseable future.
Net sales for the aluminum recycling segment for the three months ended March
31, 1999 were $6.0 million, an increase of $1.1 million, or 21.3%, from the like
period of 1998. The increase is primarily due to the acquisition of an aluminum
dross processor in June 1998 offset by lower aluminum prices.
Cost of Goods Sold
Cost of goods sold for the three months ended March 31, 1999 was $19.6 million,
an increase of $0.4 million, or 2.3%, from the comparable period in 1998. The
Corporation's gross margin as a percentage of sales increased to 29.8% for the
three months ended March 31, 1999 from 27.6% during the first quarter of 1998,
reflecting increased volume in the mineral group, as well as improved cost and
operating efficiencies throughout the organization.
Selling, General and Administrative Expense
Selling, general, and administrative expense ("SG&A") for the three months ended
March 31, 1999 increased to $3.4 million, a slight increase from the same period
of 1998. As a percentage of sales, SG&A decreased slightly from 12.6% in the
1998 period to 12.1% in the 1999 period. SG&A as a percentage of sales is
expected to decline in the future.
Depreciation, Depletion and Amortization
Depreciation, depletion and amortization for the three months ended March 31,
1999 was $2.1 million, an increase of 32.6% over the comparable period in 1998,
as a result of assets acquired and placed in service over the last three months.
Operating Income
Operating income for the three month period ended March 31, 1999 was $2.8
million, an increase of $0.5 million from the comparable period in 1998.
Interest Income
Interest income for the three months ended March 31, 1999 was $0.1 million, a
marginal increase from the same period in 1998.
Interest Expense
Interest expense for the three months ended March 31, 1999 was $0.9 million, up
from $0.6 million for the comparable period in 1998. Total indebtedness was
$51.5 million at the end of the first quarter of 1999 compared to $26.4 million
at the end of the first quarter of 1998.
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Provision for Income Taxes
The Corporation's provision for income taxes for the three months ended March
31, 1999 was $0.5 million, virtually unchanged from the first quarter of 1998.
The provision is constant in the face of an increase in income due to the use of
a lower effective tax rate in 1999. The Corporation is enjoying the benefits of
a higher level of earned depletion arising from its extractive businesses.
Net Income
As a result of the factors discussed above, net income for the three months
ended March 31, 1999 was $1.4 million compared to $1.2 million for the three
months ended March 31, 1998.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow from Operations
During the first quarter of 1999, the Corporation generated cash flow from
operations of $2.8 million as compared to $0.2 million for the first quarter of
1998. In 1999, non-cash working capital used $0.5 million cash otherwise
generated from operations whereas in the corresponding period in 1998 non-cash
working capital items used $3.0 million of cash.
The Corporation has received from its bankers an agreement to extend the
maturity date of its long term credit facilities to April 1, 2000. The
Corporation expects to replace these facilities in the second quarter of 1999.
The Corporation had $14.5 million of working capital at March 31, 1999 compared
to $14.8 million at December 31, 1998.
It is the opinion of management that there are sufficient sources of funds
available to meet its anticipated cash requirements.
YEAR 2000
The year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed. In addition, similar problems may arise in some
systems which use certain dates in 1999 to represent something other than a
date. The effects of the year 2000 issue may be experienced before, on, or after
January 1, 2000, and if not addressed, the impact on operations and financial
reporting may range from minor errors to significant systems failure which could
affect an entity's ability to conduct normal business operations. It is not
possible to be certain that all aspects of the year 2000 issue affecting the
entity, including those related to the efforts of customers, suppliers, or other
third parties, will be fully resolved.
The Corporation operates in basic industries that do not rely heavily on
computerized systems. The major systems operated by the Corporation are those
for financial reporting, all of which are year 2000 compliant. As a result, it
is the opinion of management that any year 2000 issues that may arise will not
have a material adverse impact on the financial condition or performance of the
Corporation. The Corporation is continuing its review of key suppliers to
determine their exposure to problems arising from Year 2000. The review is being
conducted by management personnel and additional resources are not believed to
be required. Given the current status of the Corporation's activities, no
contingency plans are currently in place.
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ITEM 3 - MARKET RISK
Market risk represents the risk of loss that may impact the consolidated
financial statements of the Corporation due to adverse changes in financial
market prices and rates. The Corporation's market risk is primarily the result
of fluctuations in interest rates and aluminum prices. Management monitors the
movements in interest rates in the current environment are such that no measures
need be taken at this time.
The Corporation does not hold or issue financial instruments for trading
purposes. A discussion of the Corporation's financial instruments is included in
the financial instruments note to the Consolidated Financial Statements in the
Corporation's 1998 Annual Report, which are incorporated by reference in the
Corporation's Form 10K for the year ended December 31, 1998.
CAUTIONARY "SAFE HARBOR" STATEMENT UNDER THE
UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
With the exception of historical matters, the matters discussed in this report
are forward looking statements that involve risks and uncertainties that could
cause actual results to differ materially from targeted or projected results.
Factors that could cause actual results to differ materially include, among
others, fluctuations in aluminum prices, problems regarding unanticipated
competition, processing, access and transportation of supplies, availability of
materials and equipment, force majeure events, the failure of plant equipment or
processes to operate in accordance with specifications or expectations,
accidents, labor relations, delays in start-up dates, environmental costs and
risks, the outcome of acquisitions negotiations and general domestic and
international economic and political conditions, as well as other factors
described herein or in the Corporation's filings with the Commission. Many of
these factors are beyond the Corporation's ability to predict or control.
Readers are cautioned not to put undue reliance on forward looking statements.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Corporation's 1999 Annual and Special Meeting of Shareholders held on May
10, 1999 the following actions were taken and votes tabulated:
1. Eight directors were elected for the ensuing year.
NAME VOTES FOR VOTES WITHHELD
--------------------------- ----------------------- ----------------------------
Paul A. Carroll 7,200,134 11,131
Morton A. Cohen 7,200,134 11,131
John M. Donovan 7,200,134 11,131
R. Peter Gillin 7,200,134 11,131
Peter O. Lawson-Johnston 7,200,134 11,131
Richard L. Lister 7,200,134 11,131
Garth A.C. MacRae 7,200,134 11,131
William J. vanden Heuvel 7,200,134 11,131
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2. The appointment of Deloitte & Touche as independent auditors of the
accounts of the Corporation and its subsidiaries for the fiscal year ending
December 31, 1999 was ratified.
ABSTENTIONS
VOTES FOR VOTES AGAINST (INCLUDING BROKER NON-VOTES)
--------------------------- ----------------------- ----------------------------
7,197,794 5,252 6,460
3. The proposal for the Corporation's 1999 Stock Option Plan was approved.
ABSTENTIONS
VOTES FOR VOTES AGAINST (INCLUDING BROKER NON-VOTES)
--------------------------- ----------------------- ----------------------------
5,492,788 60,687 40,626
4. The proposal for the Corporation's 1999 Employee Stock Purchase Plan was
approved.
ABSTENTIONS
VOTES FOR VOTES AGAINST (INCLUDING BROKER NON-VOTES)
--------------------------- ----------------------- ----------------------------
7,098,518 74,584 38,671
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated this 14th day of May, 1999.
ZEMEX CORPORATION
(Registrant)
By: /s/ ALLEN J. PALMIERE
-----------------------------------
Allen J. Palmiere
Vice President and Chief Financial Officer
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